Monitise Regulatory News (MONI)

3 December 2012

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

Monitise plc

Fully-underwritten firm placing of 114,116,135 new ordinary shares at a price of 30 pence per share to raise £34.2m

Monitise announces the launch of an accelerated bookbuild process to place up to 219,217,198 additional new ordinary shares at a price of 30 pence per share to raise up to a further £65.8m

Update on trading and strategy

Agreement to acquire control of Mobile Money Network

Introduction

Monitise plc (LSE: MONI) ("Monitise", the "Company" or the "Group") today announces its intention to raise up to a total of £100 million from a fully-underwritten firm placing and a partially underwritten conditional placing via an accelerated bookbuild in order to take advantage of significant opportunities represented by mobile banking, payments and commerce.

Monitise is pleased to announce that it has agreed with Canaccord Genuity Limited ("Canaccord") to place firm 114,116,135 new ordinary shares of 1p each ("New Ordinary Shares") at a price of 30 pence per share (the "Placing Price") with certain institutional investors to raise £34.2 million gross (the "Firm Placing"). Canaccord has agreed to underwrite the Firm Placing in full.

In addition to the Firm Placing, Monitise announces a conditional placing of up to a further 219,217,198 New Ordinary Shares at the Placing Price to raise up to an additional £65.8 million of gross proceeds (the "Conditional Placing"), of which £15.8 million is being underwritten by Canaccord. The Conditional Placing is conditional, inter alia, on shareholder approval at a general meeting expected to be held on 21 December 2012 (the "General Meeting").

Canaccord has been appointed as sole bookrunner ("Bookrunner") in respect of both the Firm Placing and the Conditional Placing (together the "Placings" or the "Transaction"). The Placings are being conducted through an accelerated bookbuild process which will be launched immediately following this announcement.

Transaction Highlights

·; The Company has agreed with Canaccord to place firm 114,116,135 New Ordinary Shares ("Firm Placing Shares") at a price of 30 pence per share to raise £34.2 million gross proceeds from the Firm Placing representing 10.0 per cent. of the Company's issued share capital before First Admission (as defined below).

·; Canaccord has agreed to underwrite the Firm Placing.

·; The Company announces a conditional placing of up to a further 219,217,198 New Ordinary Shares to raise up to a further £65.8 million of gross proceeds, of which £15.8 million is being underwritten by Canaccord.

·; The shares placed in connection with the Conditional Placing (the "Conditional Placing Shares" and, together with the Firm Placing Shares, the "Placing Shares") will be conditional, inter alia, on shareholder approval at the General Meeting.

·; Net proceeds from the Placings will be used to fund new Mobile Money opportunities for financial institutions and payments companies looking to capitalise on accelerating global demand for mobile banking and payments services and in particular mobile commerce capabilities.

·; The maximum New Ordinary Shares to be issued in connection with the Placings are equivalent to up to 29.1 per cent. of the Company's issued ordinary share capital before First Admission.

·; The Placing Price represents a discount of approximately 5.5 per cent. to the 31.75 pence closing mid-market price of Monitise's ordinary shares on 30 November 2012, being the last practicable date before this announcement.

·; The Placings are being conducted through an accelerated bookbuild process at the Placing Price.

·; The books for the Placings will open with immediate effect.

·; The appendix to this announcement contains the detailed terms and conditions of the Placings.

Acquisitions' Highlights

·; The Company has entered into a legally binding agreement to acquire, in an all-share deal, Best Buy Europe Distributions Limited's and Freston Road Ventures LLP's shareholdings in Mobile Money Network Limited ("MMN") (the "MMN Acquisition") for £15.0m, valuing the business at £30m, to give Monitise 100 per cent. voting control of the company.

·; The Company has entered into a legally-binding agreement to acquire mobile payments acceptance business eMerit Solutions Limited in an all-share deal.

Update on Trading and Strategy

Trading Update

·; Group revenue on track to reach at least $110m in FY2013.

·; Proceeds from the Placings are expected to drive substantially increased revenue expectations over the next 2-5 years and lead to only a slight delay in near-term profitability.

·; Monitise continues to expect that Group user generated revenues, which have a higher gross margin, will grow as a percentage of overall revenues as an increasing number of services enabled by Monitise for its clients are deployed to their customers.

·; The value of payments and transfers initiated by Monitise is now over $25bn on an annualised basis, versus $1bn a year ago.

·; More than 18m customers now registered to Monitise Mobile Money services, compared with 5.5m in December 2011.

·; Monitise Americas International is very encouraged by the pipeline of opportunities with existing and new customers following the acquisition of the US-based mobile banking and payments business Clairmail.

·; Monitise has a pipeline of more than 100 financial institutions via its partners and direct sales teams looking to adopt mobile banking and payments applications developed by Monitise.

o Strategic partner Visa Europe has a strong pipeline of banks readying to launch person-to-person (P2P) and alerts services developed in collaboration with Monitise.

o In the Americas, a growing number of US banks are preparing to launch services developed in partnership with Monitise via the Visa Inc. issuer processing platform DPS

·; Monitise, which already works with more than 300 banks and financial institutions, is pleased to announce that it has entered new partnerships in the UK, Europe, the Americas and Asia that include BMO (Bank of Montreal) Financial Group, Intuit Inc. and Research In Motion.

o BMO Financial Group: Monitise is continuing its Mobile Money relationship with BMO Financial Group, via a collaboration which builds on an agreement formed in 2010 with Clairmail, the US-based mobile banking and payments provider acquired by Monitise in 2012. The directors of the Company expect more details on this relationship to be announced shortly.

o Intuit Inc. (Nasdaq: INTU): Intuit is a leading provider of business and financial management solutions for consumers, small and mid-sized businesses, accountants and financial institutions. Monitise and Intuit Financial Services are collaborating to forge a strategic alliance focused on delivering Mint to financial institutions through Monitise's Enterprise technology platform. Mint is a leading personal and small business financial management solution designed to help people manage all of their finances in one place. The companies also plan to work collaboratively to identify additional joint opportunities, including the possibility of Intuit enhancing its mobile banking suite by leveraging Monitise's mcommerce and mpayment solutions. The alliance is intended to be global, with an initial focus on Europe and the United States.

o Via the Monitise Asia Pacific joint venture, Research In Motion (RIM) (NASDAQ: RIMM; TSX: RIM) is finalising plans to launch the world's first mobile payments service for BlackBerry® Messenger in partnership with Monitise. The pioneering service is expected to launch early in the new year in Indonesia, the world's fourth most populous country, where BlackBerry handsets are the most popular smartphones, with 10 million in use. The service has been developed by AGIT Monitise Indonesia, the joint venture between Monitise Asia Pacific and Astra Graphia Information Technology (AGIT), which is part of Astra International Group, one of the largest companies in Indonesia.

o In India, the Movida joint venture between Visa Inc. and Monitise expects to announce the launch during the coming weeks of new mobile payments services for HDFC Bank, the second-largest private bank in the country. These will allow users to pay bills, buy tickets, and top up airtime with any mobile phone. Additional banks and services are expected to go live in the coming months.

·; Further to the recently announced global alliance with information technology business Cognizant and today's partnership announcements, Monitise is in talks with a number of other major technology businesses interested in partnering with Monitise, reselling the Group's banking, payments and commerce solutions and collaborating on mobile technology innovations.

·; An application to move from AIM to the London Stock Exchange's main market for listed securities is under consideration for calendar 2013.

·; Monitise expects to publish its interim results for the six months to 31 December 2012 in February 2013.

Strategy Update

Monitise is today launching its enhanced Monitise Enterprise Platform ("MEP") Commerce, the third key strategic element in the Group's fully integrated Monitise Enterprise Platform. Built on the commercially proven foundations of MEP Banking and MEP Payments, Monitise MEP Commerce integrates partners into bank and payment processors' IT systems via established interoperable bank-grade and patent-protected technology. MEP Commerce is a marketplace for the next generation of payments. The internationally-recognised Monitise ecosystem already spans global financial institutions, payments providers and mobile network operators and MEP Commerce is rapidly evolving to encompass retailers, media owners, advertisers, OEMs, system integrators, loyalty and coupon providers and affiliates.

Monitise's strategy is focused on enhancing the network effect it has created via its network of partners. The new services, partnerships and content being added to the business, coupled with increasing consumer engagement, deliver higher average revenue per user for clients leveraging the ecosystem created by the Group.

Using globally-recognised standards and open application programming interfaces, Monitise has extensively trialled mobile commerce innovation in different markets around the world to help financial institutions scale consumer engagement. These include: cinema and airline ticketing for Standard Chartered in India, trialling NFC integrated into mobile banking in the Americas and online and offline advertising and loyalty offers through the Group's mobile commerce joint venture in the UK, the Mobile Money Network.

Monitise was created with a compelling vision to be the leading 'white-labelled' global enabler for Mobile Money. With 6 billion mobile phone subscriptions on the planet and 2.6 billion people with bank accounts, it was clear from the outset that mobile technology would not only be used to make banking more accessible and immediate, but also to enhance both the instant payments experience associated with the rise of digital platforms and the rapidly-evolving world of retail online and offline.

Over the past five years, the convergence of the Mobile Money ecosystem has accelerated. Monitise has long recognised that the opportunity is global. Worldwide mobile payment transaction values will surpass $171.5bn in 2012 according to Gartner, a 62% increase from 2011's $105.9bn, while the number of mobile phone payment users will reach 212.2m in 2012, up from 160.5m in 2011. In March 2012, Juniper forecast that approximately 80% of total mobile banking customers will pay their bills via a mobile device by 2016.

Monitise launched MEP Banking, a world-leading, bank-grade and interoperable foundation platform in 2007 designed with the sole purpose of enabling banks to deploy and run mobile banking services for their consumers, no matter where they were in the world, what mobile phone they had or even which mobile network they were connected to. The platform can be deployed 'on premise' for financial institutions or now simply accessed through the secure cloud as a managed service, offering unrivalled flexibility both technically and from a business model perspective.

Monitise's core mobile banking services have been profitable since December 2010. The Group's technology platform in the UK is used by three of the top four banks with partner banks representing 50% of account holders. Leading financial institutions in the UK, US and beyond such as RBS, Lloyds TSB, HSBC, PNC, Sallie Mae, Fifth Third Bank, HDFC Bank and Standard Chartered represent just a few of the leading bank businesses using Monitise mobile banking services.

The success of the Monitise mobile banking channel and services has delivered unrivalled benefits for banks seeking to deliver enhanced services to their customers. The MEP in the UK alone sees millions of customer logins per day, with average customer visits of 22 times per month and the peak value of daily mobile transactions passing £100m. This figure is even higher with corporate business banking applications where up to 50 visits per month are being made by users checking services such as balance alerts and invoice payments.

In 2009, following a strategic investment from, and the signing of a global partnership with, Visa Inc., the world leading payments company, Monitise launched MEP Payments.

The platform is PCI DSS compliant and trusted by leading banks and payments companies around the world. The platform enables consumers through their mobile banking applications to conduct a wide variety of payment transactions including person to person, bill payment, mobile phone top up, alerts, remote deposit capture, prepaid and NFC services.

Built on the bank-grade, interoperable and globally trusted foundation of MEP Banking, MEP Payments enables financial institutions around the world to offer their consumers secure mobile payments capability - whether paying an important bill while commuting to work, sending money to a loved one many thousands of miles away, topping up a family member's prepay mobile phone, or simply transferring money from a savings account to a current account to avoid going overdrawn, the MEP Payments platform is changing the way we pay, every day.

In less than three years, the platform has been deployed in four continents around the world, in compliance with regulatory frameworks and regimes and is currently enabling over $25bn worth of transfers and payments on an annualised basis with recent deployments including:

·; The launch of Visa DPS Mobile with Visa Inc.

·; P2P payments with Visa Europe

·; BBM P2P in Indonesia in partnership with RIM, PermataBank and Astra Group

·; Movida - India's interoperable mobile payments platform

Monitise is also in advanced discussions with Bank of China (Hong Kong) regarding a strategic partnership to develop a range of new mobile payments services through its Monitise Asia Pacific joint venture. The two companies intend to work together to launch products that enhance Bank of China's services to both its retail and business customers in Hong Kong using the Monitise enterprise technology platform. Bank of China in Hong Kong has more than 260 branches and 580 ATMs. Monitise Asia Pacific is a joint venture between Monitise and First Eastern Mobile Investments Ltd., part of the First Eastern Investment Group, a Hong Kong-based investment group with direct investments in China.

Monitise's Mobile Money platform built on MEP Banking, MEP Payments and now MEP Commerce is fast becoming the leading globally integrated platform of choice for participants in the mobile payments ecosystem.

Acquisition of control of Mobile Money Network Joint Venture and acquisition of eMerit Solutions Limited

·; Monitise has entered into a legally binding agreement to acquire Best Buy Europe Distributions Limited's and Freston Road Ventures LLP's shareholdings in MMN which on completion will result in the Company owning 100 per cent. of the voting shares in the capital of MMN:

o Under the terms of an all-share deal, Monitise will issue shares as consideration to ordinary shareholders to the value of £15.0m, valuing the business at £30m. Such consideration shares will be valued at the Placing Price for the purposes of the MMN Acquisition.

o On completion, Monitise will take control of the MMN business operations in its home market, including all future revenues. Completion is scheduled to take place within five business days of (and conditional only on) First Admission (as defined below).

o The deal allows Monitise to integrate MMN's game-changing mobile checkout and marketplace technology within Monitise's mobile commerce platform for banks and payment partners around the world. 

o MMN launched in March 2011 with the vision of adding simplicity to the way people shop by putting the mobile at the heart of the shopping experience. Since launch, MMN has been collaborating with retailers, financial services organisations, operators and media owners to build the standard for mobile payments with Simply Tap™, the company's instant mobile checkout solution, providing consumers with a simple way to buy goods and services quickly, easily and securely anywhere, anytime on their mobile device. Partners already signed up to the network include Associated Newspapers, Universal Music, Thorntons, HMV, Carphone Warehouse, Thomas Pink, Warner Brothers and Pretty Green.

o Instant mobile checkout apps from MMN are available on iTunes and Google Play. An estimated 3.5m Carphone Warehouse smartphone customers across 800 stores are being offered the Carphone Warehouse Mobile Checkout powered by Simply Tap™ at point of sale. In August 2012, Associated Newspapers launched 'Mail Shop Instant Mobile Checkout App' powered by Simply Tap™ to enable more than 8m daily readers to purchase directly from Daily Mail, Mail on Sunday, dedicated shopping supplements, the Mail Shop online and from within the app itself using the Mail Shop in-app Marketplace.

o MMN made a loss before interest and taxation for the 72 week period ended 30 June 2011 of £1,892,000 as shown in the Directors' report and financial statements for that period.

·; Monitise to acquire mobile payments acceptance business eMerit Solutions Limited for an initial consideration of £1.5m, with up to £1m payable in addition by way of earn-out, in an all-share deal.

o eMerit Solutions Ltd is a mobile point of sale solution (mPOS) that allows vendors to accept card payments from customers using a smartphone and a handheld pinpad. eMerit was one of the first companies to develop an accredited, chip-and-pin mobile card acceptance solution in the UK.

o The acquisition extends the capabilities of the Monitise Enterprise Platform and enhances Monitise's offering to SME banking customers of its partner banks.

Details of the Placings

The books for the Placings will open with immediate effect. The books are expected to close no later than 4.30pm on 4 December 2012. The timing of the closing of the books and the making of allocations may be accelerated or delayed at the Bookrunner's discretion. The appendix to this announcement contains detailed terms and conditions applicable to the Placings.

By choosing to participate in the Placings and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety, including the appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the appendix to this announcement.

Participation in the Placings will be limited to institutional investors. Members of the general public are not eligible to take part in the Placings.

Firm Placing

Monitise has agreed with Canaccord to place 114,116,135 New Ordinary Shares at a price of 30 pence per share with certain institutional investors on a non pre-emptive basis to raise £34.2 million gross. Canaccord has agreed to underwrite the Firm Placing in full. The 114,116,135 Firm Placing Shares will be placed within the existing authorities granted to the Directors.

The Firm Placing is not conditional on the completion of the Conditional Placing. However the Firm Placing is conditional, inter alia, on the Company allotting, subject only to First Admission (as defined below) the Firm Placing Shares in accordance with the Placing Agreement, the admission of the Firm Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 10 December 2012 or such other time and/or date, being no later than 8.00 a.m. on 14 December 2012, as the Bookrunner and the Company may agree, the conditions in the Placing Agreement relating to the Firm Placing being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to the First Admission (as defined below). The Firm Placing Shares will be credited as fully paid and rank pari passu with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares") when issued. Application will be made for the Firm Placing Shares to be admitted to trading on AIM and it is expected that admission will take place at 8.00 a.m. on 10 December 2012 ("First Admission").

The Firm Placing Shares are equivalent to up to 10.0 per cent. of the Company's existing issued Ordinary Shares and the Placing Price represents a discount of approximately 5.5 per cent. to the 31.75 pence closing mid-market price of Monitise's Ordinary Shares on 30 November 2012, being the last practicable date before this announcement, and a discount of approximately 14.2 per cent. to the average mid-market closing price of Monitise's Ordinary Shares of 35.0 pence over the last 30 trading days up to and including 30 November 2012.

Conditional Placing

Monitise intends to raise up to a further £65.8 million through a conditional placing by Canaccord of up to 219,217,198 New Ordinary Shares with institutional investors at the Placing Price through the accelerated bookbuild process on a non-preemptive basis. Canaccord has agreed to underwrite up to £15.8 million of the gross proceeds proposed to be raised through the Conditional Placing.

The Conditional Placing is conditional, inter alia, on completion of the Firm Placing, shareholder approval at the General Meeting, the Company allotting, subject only to Second Admission (as defined below) the Conditional Placing Shares in accordance with the Placing Agreement, the admission of the Conditional Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 27 December 2012 or such other time and/or date, being no later than 8.00 a.m. on 4 January 2013, as the Bookrunner and the Company may agree, the conditions in the Placing Agreement relating to the Conditional Placing being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to the Second Admission (as defined below).

The Conditional Placing Shares will be credited as fully paid and rank pari passu with the existing issued Ordinary Shares if and when issued. Application will be made for the Conditional Placing Shares to be admitted to trading on AIM following the approval of the necessary resolutions at the General Meeting and admission of the Conditional Placing Shares and the Conditional Placing is expected to become effective by no later than 8.00 a.m. on 27 December 2012 ("Second Admission"). Settlement of the Conditional Placing Shares is expected to take place within the CREST system following Second Admission. A circular to shareholders is expected to be posted shortly, including details of the General Meeting and the resolutions to be proposed at the General Meeting (the "Resolutions").

Use of proceeds

Net proceeds from the Placings will be used to scale the Monitise business, further enhancing the MEP's capabilities. This includes:

·; Productising the capabilities of the MEP to allow for faster roll-out of services and with lower requirement for professional services.

·; Enhancement of the MEP platform to include MEP Commerce.

·; Broadening the scale of platform to encompass country-specific functionality and language variants and to increase connections to new merchants, brands, advertising partners, payment and affiliate networks and other aggregators.

·; Expanding the data and analytics capabilities of the platform to assist in matching consumers with commerce opportunities.

·; Investment in MEP deployment globally and regional data centres in North America, Europe and Asia.

·; Selective investment to augment commerce-led product and network capabilities through acquisitions and investment in senior account leads and experts to ensure successful delivery of new partnerships.

·; Providing additional working capital as the business scales to realise the mobile banking, payments and commerce opportunities available to the Group.

Proposed grant of options to executive directors

In order to align executive directors' incentives with future growth expectations, a revised executive incentive arrangement is in the process of being put in place. This is expected to encompass a total of approximately 20 million nominal value option awards, exercisable only if the share price reaches 55p and the arrangement is expected to be actioned following completion of the Transaction. Further details of these proposed awards will be announced following their grant.

Commenting on today's announcements, Monitise plc Group Chief Executive Alastair Lukies said:

"The strategic initiatives unveiled today occur at a key point in the growth of our global business. The benefits of the network effect and accelerating momentum from our broadening partnerships and users is taking hold as the Mobile Money landscape between financial institutions, retail, mobile, online advertising and social media converge."

"Payments is about partnerships and Monitise is honoured to call some of the world's leading payments companies' partners. Our role as an enabler is to ensure that our partners and customers can offer the most compelling, intuitive and robust Mobile Money services. Whether it is someone in Indonesia sending Mobile Money to a loved one, a group of shoppers receiving special deals and using their phone to tap and buy or simply someone checking their balances to stay right on top of their money, we are positioned at the heart of this hugely exciting industry."

Monitise Group Chairman Duncan McIntyre, who has been providing additional assistance to the Group since the summer as Monitise embarks on the next stage of its strategy, said: 

"The proceeds from our placing will be used to rapidly scale our business as we enhance our Mobile Commerce capabilities. Having doubled our revenue in each of the past three years, trading for the group has never been better and we enter the calendar year 2013 with great momentum. Taking control of our UK mobile commerce joint venture Mobile Money Network gives us full ownership of a rapidly-growing flagship UK mobile commerce business and exceptional technology. This is expected to yield significant operational and strategic benefits both in and beyond the UK. Our focus is firmly set on widening the leadership gap we have established via our unique network and partnership approach to Mobile Money, one of the fastest-growing sectors globally."

Peter Ayliffe, Non-Executive Director of Monitise and CEO at Visa Europe, a strategic partner and investor in Monitise, commented:

"The payments world is evolving rapidly with more than half of all transactions over our own Visa network in Europe expected to be through a mobile device by 2020. We have a strong pipeline of banks preparing to launch services Monitise has helped us to deliver. This reflects the huge appetite our member banks have for fast, secure, convenient and innovative new ways to help their customers make and manage payments using their mobile phones. We look forward to continuing our work with Monitise to help consumers benefit from the ease, security and value of mobile payments."

For further information

About Monitise

Monitise plc (LSE: MONI) is a leading technology and services company that delivers mobile banking, payments, and commerce networks worldwide. Monitise enables financial institutions and other payments companies to defend and extend their market position by protecting their existing customer relationships and transactions while enabling new forms of mobile commerce revenue.

Monitise powers bank-grade solutions that are delivered on premise, or via cloud services. The value of payments and transfers initiated via Monitise's technology platform is more than US$25bn on an annualised basis. Monitise has a global reach and unique set of partners and clients using its completely adaptable platform. More information is available at www.monitise.com.

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, the Company.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placings.

By participating in the Placings, each person who is invited to and who chooses to participate in the Placings (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placings and no public offering of securities will be made.

This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors as defined in Article (2)(1)(e) ("qualified investors") of Directive 2003/71/EC; and (b) in the United Kingdom, qualified investors who are persons (1) who have professional experience in matters relating to investments falling within Article 19(1) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (2) falling within Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Order; or (3) other persons to whom it may otherwise lawfully be communicated without being accompanied by any further statements and/or warnings required by the Order and not included in this Announcement (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placings relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placings set out in this announcement are for information purposes only.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority (the "FSA"), is acting as Nominated Adviser and broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Placings, First Admission and Second Admission and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Canaccord Genuity Limited or for advising any other person on any transaction or arrangement referred to in this announcement.

Except pursuant to certain limited exceptions which will be determined solely by Monitise and/or its advisers, this document may not be published, distributed, forwarded or transmitted directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.

The Placing Shares described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares are being offered (i) outside of the United States in reliance on Regulation S under the US Securities Act and (ii) within the United States only to qualified institutional buyers as defined in Rule 144A under the Securities Act and in reliance upon an exemption from the registration requirements of the Securities Act provided by section 4(a)(2) thereof, and to "accredited investors" within the meaning of Rule 501 under the Securities Act. There will be no public offer of the Placing Shares in the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

In addition, offers, sales or transfers of the Placing Shares in or into the United States for a period of time following completion of the Placings by a person (whether or not participating in the Placings) may violate the registration requirements of the US Securities Act.

Furthermore, the Placing Shares have not been and will not be registered under the applicable laws of any of Canada, Australia, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa and, consequently, may not be offered or sold to any national, resident or citizen thereof.

The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any person who is subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this document is not for release publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland, the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

FORWARD-LOOKING STATEMENTS

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Monitise's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Monitise cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Placings, the liquidity position of Monitise and its subsidiary undertakings (collectively, the "Group"), the future performance of the Group, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Group operates, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond Monitise's control. As a result, Monitise's actual future results may differ materially from the plans, goals, and expectations set forth in Monitise's forward-looking statements. Any forward-looking statements made in this document by or on behalf of Monitise speak only as of the date they are made. These forward-looking statements reflect Monitise's judgement at the date of this document and are not intended to give any assurance as to future results. Except as required by the FSA, the London Stock Exchange, the AIM Rules or applicable law, Monitise expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any changes in Monitise's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Appendix

Placings terms and conditions

IMPORTANT INFORMATION REGARDING THE PLACINGS FOR PLACEES ONLY

1. Eligible participants

Members of the public are not eligible to take part in the Placings. This Appendix and the terms and conditions set out herein are for information purposes only and are directed only at:

a) persons in member states of the European Economic Area who are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended, ("qualified investors") being persons falling within the meaning of article 2(1)(e) of the EU Prospectus Directive (which means directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); and

b) in the United Kingdom, qualified investors who are persons who (i) have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the order; or (iii) are persons to whom it may otherwise be lawfully communicated, (all such persons in (a) and (b) together being referred to as "relevant persons").

This Appendix and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Appendix and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons. This Appendix does not itself constitute an offer for sale or subscription of any securities in the Company.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.

2. Overseas jurisdictions

The distribution of this announcement and/or issue of Placing Shares pursuant to the Firm Placing and/or the Conditional Placing or otherwise in certain jurisdictions outside the United Kingdom may be restricted by law. Persons who seek to participate in the Placings must inform themselves about and observe any such restrictions. In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States, Canada, Australia, Japan, the Republic of South Africa, New Zealand or the Republic of Ireland or any other jurisdiction in which such offer or solicitation, publication or distribution is or would be unlawful. Persons receiving the announcement including this Appendix (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Firm Placing or Conditional Placing, and by so doing may invalidate any related purported application for Placing Shares.

The Placing Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act provided by Section 4(a)(2) thereof. No public offering of the Placing Shares is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to this announcement or the Placings and, if sent in response to the information contained in this announcement, will not be accepted. This announcement is not an offer of securities for sale into the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

3. Details of the placing agreement and the Placing Shares

Canaccord has entered into a Placing Agreement dated 3 December 2012 with the Company under which the Bookrunner has, on the terms and subject to the conditions set out therein, undertaken to use reasonable endeavours to procure subscribers for the Placing Shares, or failing which, as principal, subscribe itself, the Firm Placing Shares and up to 52,550,531 Conditional Placing Shares at the Placing Price.

The Bookrunner is arranging the Placings as agent for and on behalf of the Company. Canaccord will determine in its absolute discretion the extent of each Placee's participation in the Firm Placing and the Conditional Placing, which will not necessarily be the same for each Placee.

The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's Memorandum and Articles of Association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

Each Placee will be required to pay to Canaccord, on the Company's behalf, the Placing Price for each Placing Share allocated to it by Canaccord (as applicable) and agreed to be acquired by it under the Placings in accordance with the terms set out in this Appendix. Each Placee's obligation to acquire and pay for Placing Shares under the Placings will be owed to Canaccord and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Canaccord and the Company, to pay to Canaccord in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee and which it has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Firm Placing and/or the Conditional Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FSA rules (the "FSA Rules"), neither (i) Canaccord, (ii) any director, officer, employee or consultant of Canaccord, or (iii) to the extent not contained within (i) or (ii), any person connected with Canaccord as defined in the FSA Rules ((i), (ii) and (iii) being together "Affiliates" and individually an "Affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placings.

4. Conditions of the Placings

(a) The Bookrunner's obligations under the Placing Agreement in respect of the Firm Placing Shares are conditional on, inter alia:

i) none of the Warranties contained in the Placing Agreement being untrue and inaccurate or misleading in any material respect as at the date of the Placing Agreement and the date of First Admission as though they had been given and made on such dates (by reference to the circumstances existing at such date);

ii) the Company allotting, subject only to the First Admission, the Firm Placing Shares in accordance with the Placing Agreement;

iii) the Company entering into a legally binding agreement in connection with the MMN Acquisition on substantially the same terms as described in this announcement before First Admission; and

iv) First Admission taking place not later than 8.00 a.m. on 10 December 2012 or such later time and/or date, being no later than 8:00 a.m. on 14 December 2012, as the Company and the Bookrunner may otherwise agree.

(b) The Bookrunner's obligations under the Placing Agreement in respect of the Conditional Placing Shares are conditional on, inter alia:

(i) the passing of those Resolutions which are necessary to allot the Conditional Placing Shares (without amendment) at the General Meeting;

(ii) First Admission having taken place;

(iii) none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading in any material respect as at the date of the Placing Agreement and the date of Second Admission as though they had been given and made on such dates (by reference to the circumstances existing at such dates);

(iv) the Company allotting, subject only to Second Admission, the Conditional Placing Shares in accordance with the Placing Agreement; and

(v) Second Admission taking place not later than 8.00 a.m. on 27 December 2012 or such later time and/or date, being no later than 8.00 a.m. on 4 January 2013, as the Company and the Bookrunnner may otherwise agree.

If:

i) any of the conditions contained in the Placing Agreement in relation to the Firm Placing or the Conditional Placing are not fulfilled or waived (as applicable) by Canaccord by the respective time or date where specified (or such later time or date as the Company and Canaccord may agree);

ii) any of such conditions becomes incapable of being fulfilled; or

iii) the Placing Agreement is terminated in the circumstances specified below,

the Firm Placing and/or Conditional Placing, as the case may be, will lapse and the Placee's rights and obligations hereunder in relation to the Firm Placing Shares and/or Conditional Placing Shares, as the case may be, shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Canaccord may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating to (i) allotment of the Firm Placing Shares subject only to First Admission; (ii) First Admission taking place; (iii) allotment of the Conditional Placing Shares subject only to Second Admission; and (iv) Second Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Canaccord nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and /or date for the satisfaction of any condition to the Firm Placing or Conditional Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Firm Placing or Conditional Placing generally and by participating in the Firm Placing and/or Conditional Placing, as the case may be, each Placee agrees that any such decision is within the absolute discretion of Company and Canaccord.

It is anticipated that the conditions in respect of the Firm Placing set out in this Appendix will be fulfilled by 10 December 2012 and that the conditions in respect of the Conditional Placing set out in this Appendix will be fulfilled by 27 December 2012. Canaccord may agree with the Company to extend the time for the satisfaction of any of the conditions of the Firm Placing (provided that such time may not be extended beyond 5.00 p.m. on 14 December 2012 (the "Firm Long Stop Date")). Canaccord may agree with the Company to extend the time for the satisfaction of any of the conditions of the Conditional Placing (provided that such time may not be extended beyond 5.00 p.m. on 4 January 2013 (the "Conditional Long Stop Date")). The Company will inform each Placee if any such extension is agreed and all subsequent dates mentioned in this Announcement will be adjusted appropriately.

5. Right to terminate under the Placing Agreement

Subject to the paragraph below, if the conditions in respect of the Firm Placing are not satisfied or (if applicable) waived by 10 December 2012 or such later time as may be agreed by Canaccord and the Company (but in any event not later than 5.00 p.m. on the Firm Long Stop Date), the Firm Placing will not proceed and Placees' rights and obligations in respect of the Firm Placing will cease and determine and no claims will be capable of being made by any Placee in respect of the Firm Placing, and any payments made by Placees in respect of the Firm Placing will be returned as soon as possible thereafter at the Placee's own risk without interest. Subject to the paragraph below, if the conditions in respect of the Conditional Placing are not satisfied or (if applicable) waived by 27 December 2012 or such later time as may be agreed by Canaccord and the Company (but in any event not later than 5.00 p.m. on the Conditional Long Stop Date), the Conditional Placing will not proceed and Placees' rights and obligations in respect of the Conditional Placing will cease and determine and no claims will be capable of being made by any Placee in respect of the Conditional Placing, and any payments made by Placees in respect of the Conditional Placing will be returned as soon as possible thereafter at the Placee's own risk without interest.

The Bookrunner may in its absolute discretion terminate the Placing Agreement by giving notice to the Company if, prior to First Admission and/or Second Admission, certain circumstances, including a breach of the warranties given to the Bookrunner in the Placing Agreement or the material failure of the Company to comply with obligations under the Placing Agreement, or the occurrence of a force majeure event which in the reasonable opinion of the Bookrunner is or will be or may be materially prejudicial to the Company, the Firm Placing and/or the Conditional Placing. By participating in the Firm Placing and/or Conditional Placing, as the case may be, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise. The Company will inform each Placee if the Bookrunnner's obligations under the Placing Agreement in respect of the Firm Placing do not become unconditional by 8.00 a.m. on 10 December 2012, or such later time and date as the Bookrunner may in its absolute discretion determine (being no later than 5.00pm on the Firm Long Stop Date). The Company will inform each Placee if the Bookrunnner's obligations under the Placing Agreement in respect of the Conditional Placing do not become unconditional by 8.00 a.m. on 27 December 2012, or such later time and date as the Bookrunner may in its absolute discretion determine (being no later than 5.00pm on the Conditional Long Stop Date).

6. Participation and settlement

A Placee's commitment to acquire a fixed number of Firm Placing Shares and/or Conditional Placing Shares under the Placings will be agreed orally with Canaccord. Such agreement will constitute a legally irrevocable binding commitment on such Placee's part to acquire that number of Firm Placing Shares and/or Conditional Placing Shares, as the case may be, at the Placing Price on the terms and conditions set out or referred to in this Appendix.

After such agreement is entered into, a written confirmation will be dispatched to the Placee by Canaccord confirming (i) the number of Firm Placing Shares and/or Conditional Placing Shares, as the case may be, that such Placee has agreed to acquire, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares, and (iii) settlement instructions to pay Canaccord, as agent of the Company. It is expected that such written confirmations will be despatched by 4 December 2012. The "trade date" in respect of the Firm Placing Shares for settlement purposes will be 4 December 2012 and the "settlement date" for such Firm Placing Shares will be 10 December 2012. The "trade date" for the Conditional Placing Shares for settlement purposes will be 4 December 2012 and the "settlement date" for such Conditional Placing Shares will be 27 December 2012.

Settlement of transactions in the Placing Shares (ISIN: GB00B1YMRB82; SEDOL: B1YMRB8) will take place within the CREST system, subject to certain exceptions, on a delivery versus payment ("DVP") basis. Placees should match their instructions to Canaccord's CREST participant I.D. 805. This is a CREST account which is operated by Pershing on Canaccord's behalf. The account ID is PLAC. Canaccord reserves the right to require settlement for and delivery of any Placing Shares to any Placees by such other means that it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Appendix or would not be consistent with the regulatory requirements in any Placee's jurisdiction. A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

Placees should instruct their CREST agent to make arrangements for payment for any Placing Shares which Placees are required to acquire as soon as possible.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. No Placee (or any nominee or other agent acting on behalf of a Placee) will be entitled to receive any fee or commission in connection with the Firm Placing and/or the Conditional Placing unless expressly agreed with Canaccord.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in any Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Canaccord will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Firm Placing and/or Conditional Placing, as the case may be, as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord in the event that any of the Company and/or Canaccord has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

7. No prospectus

No prospectus has been or will be submitted for approval by the FSA in relation to the Placings or the Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this announcement and on the terms contained in it. Each Placee, by accepting a participation in the Firm Placing and/or Conditional Placing, undertakes that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Canaccord or the Company and neither the Company nor Canaccord will be liable for any Placee's decision to participate in the Firm Placing and/or Conditional Placing, as the case may be, based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on this announcement and its own investigation of the business, financial or other position of the Company in accepting a participation in the Firm Placing and/or Conditional Placing. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation.

8. Payment default

A Placee's entitlement to receive any Placing Shares will be conditional on the receipt of payment by Canaccord from the relevant Placee by the relevant time to be stated in the written confirmation referred to at paragraph 6 above, or by such later time and date as Canaccord may in its absolute discretion determine. Canaccord may, in its absolute discretion, waive such condition, and shall not be liable to any Placee in the event of it deciding whether to waive or not to waive such condition.

If any Placee fails to make such payment by the required time for any Placing Shares: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its Articles of Association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such Placing Shares; (iii) the Company or Canaccord may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Canaccord (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to Canaccord (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by Canaccord (as applicable) for value by the required time referred to above at the rate of two percentage points above the current base rate of National Westminster Bank.

9. Placees' warranties and undertakings to the Company and Canaccord

Placees will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, confirmations, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee (and any person acting on behalf of the Placee) represents, warrants and acknowledges to the Company and Canaccord that:

a) it is a person of a kind described in Article 19 (Investment Professionals) and/or Article 49 (High net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) or is otherwise a person to whom it would otherwise be lawful to offer a participation;

b) it agrees to and accepts all of the terms set out in this Appendix and that it has the power and authority to subscribe for the Placing Shares and to give all confirmations and to execute and deliver all documents necessary to effect such subscription;

c) its rights and obligations in respect of the Firm Placing and/or Conditional Placing, as the case may be, will terminate only in the circumstances described in this Appendix and will not be capable of rescission or termination by it in any circumstances (except on the part of fraud by Canaccord or the Company). It agrees that the exercise by Canaccord of any right of termination or any right of waiver exercisable by Canaccord contained in the Placing Agreement or the exercise of any discretion is within the absolute discretion of Canaccord and Canaccord will not have any liability to it whatsoever in connection with any decision to exercise or not exercise any such rights;

d) it will pay the full amount at the Placing Price as and when required in respect of all Placing Shares allocated to it in accordance with such terms and will do all things necessary on its part to ensure that payment for such Placing Shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has in place with Canaccord or puts in place with Canaccord with its agreement;

e) it is not accepting its Firm Placing Shares and/or Conditional Placing Shares on a non-discretionary basis other than as agent for persons who are acquiring shares in the ordinary course of business and who fall within Article 2.1 (e)(i) of the Prospectus Directive 2003;

f) it is not and does not regard itself as being a customer of Canaccord in relation to the Placings, and Canaccord will not have any duties or responsibilities towards it or its clients for providing protections afforded to their customers under the rules of the Financial Services Authority (the "Rules") or for advising it with regard to the Placing Shares and that Canaccord shall not be responsible to it or any other person for providing the protections afforded to its customers whether under the Rules or otherwise, or for advising it or any other person in respect of or in connection with such arrangements. In addition any payment by it will not be treated as client money governed by the Rules. It agrees that Canaccord (as applicable) shall not be liable to it for any matter arising out of its role as placing agent or otherwise in connection with the Placings and that, where any such liability nevertheless arises as a matter of law, it will immediately waive any claim against Canaccord which it may have in respect thereof;

g) Canaccord does not have any duty to it similar or comparable to rules of "best execution", "suitability" and "risk warnings" as set out in the Conduct of Business Sourcebook of the Financial Services Authority. It accepts that it is not relying on Canaccord to advise whether or not the Placing Shares are in any way a suitable investment for it;

h) in agreeing to subscribe for Placing Shares it is not relying on any information, representation or warranty in connection with the Placings, the Company, the Placing Shares, or otherwise, other than as contained in this Announcement including the Appendix (for which the only person(s) responsible to it is or are the person(s) stated in this announcement as having accepted responsibility for such information, representation, warranty or statement). It is not relying on any representation or warranties or agreements by Canaccord or any director, employee or agent of or any other person, except as set out in the express terms of this Announcement including the Appendix;

i) it confirms that it has made an investigation of the pertinent facts relating to the operation of the Company to the extent it deems necessary in order to be fully informed with respect thereto;

j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Placing Shares and it is able to bear the economic risk of an investment in the Placing Shares and is, and in the foreseeable future will be, able to sustain a complete loss of its investment in the Placing Shares;

k) it is entitled to subscribe for or purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

l) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or that it will acquire, hold, manage and dispose of the Placing Shares for the purposes of its business;

m) in accepting Firm Placing Shares and/or Conditional Placing Shares it is acting as principal and for no other person other than a discretionary managed client (on terms which enable it to make decisions concerning the Placings or any other offers of transferable securities on his behalf without reference to him) and that its acceptance of that commitment will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares;

n) it is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993, Part VIII of FSMA, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, and the Money Laundering Regulations 2007 (the "Regulations"), each as amended from time to time) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such acquisition, and it will provide promptly to Canaccord such evidence, if any, as to the identity or location or legal status of any person which Canaccord may request from it in connection with the Placings (for the purpose of complying with any such laws or regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Canaccord on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placings being reduced to such number, or to nil, as Canaccord may decide at its sole discretion;

o) that it has identified its clients in accordance with the Regulations and that it has complied fully with its obligations pursuant to the Regulations;

p) it has observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action which will or might result in the Company, Canaccord or any of their respective directors, officers, agents, employees or advisers acting in breach of the regulatory or legal requirements of any territory in connection with the Placings, application for Placing Shares or the admission to AIM of the Placing Shares;

q) neither it, its affiliates nor any persons acting on its or their behalf has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation in violation of applicable laws or manipulation of the price of the Ordinary Shares to facilitate the sale or resale of the Placing Shares;

r) it will not distribute any press announcement relating to the Placings or any other offering material, directly or indirectly, in any jurisdiction outside the United Kingdom or to any person resident in countries outside the United Kingdom. This press announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful nor will it be distributed in or into the United States, the Republic of South Africa, Canada, Japan, Australia, New Zealand or the Republic of Ireland except in circumstances exempt from or not subject to the registration or prospectus requirements of those countries' respective securities legislation;

s) it has (i) conducted its own investigation with respect to Monitise and the Placing Shares, (ii) has received all information that it believes necessary or appropriate in connection with its decision to invest in the Placing Shares, and (iii) made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to investment in the Placing Shares;

t) represents and warrants that (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the US Securities Act; (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the US Securities Act; or (d) it is a "qualified institutional buyer" (a "QIB") (as defined in Rule 144A under the US Securities Act) and it has duly executed an investor letter in a form provided to it and delivered the same to the Company and the Bookrunner or its affiliates;

u) acknowledges that it is acquiring the Placing Shares for its own account or for the account of one or more QIBs accounts for investment purposes only, and not with a view to, or for resale in connection with, the distribution (within the meaning of the US Securities Act) thereof. If it is acquiring the Placing Shares for one or more QIBs, it has sole investment discretion with respect to each account and that we have full power to make the representations, warranties, confirmations, acknowledgements and undertakings on behalf of each such account;

v) acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state, territory or other jurisdiction of the United States;

w) acknowledges that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and for so long as the Placing Shares are "restricted securities", it will not deposit any Placing Shares in any unrestricted depositary receipt facility maintained by a depositary bank;

x) it will not offer, sell or otherwise transfer the Placing Shares other than (a) to the Company or any affiliate thereof, (b) to a person whom it reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A under the US Securities Act, (c) in an offshore transaction in compliance with Rule 903 or Rule 904 under the US Securities Act; (d) pursuant to the exemption from registration provided by Rule 144 under the US Securities Act (if available), (e) pursuant to an effective registration statement under the US Securities Act, or (f) in another transaction that does not require registration under the US Securities Act, and in each case in accordance with all applicable securities laws of any state, territory or jurisdiction of the United States and any other jurisdiction and, in the case of (d) and (f) above, upon the provision of a legal opinion from U.S. counsel reasonably satisfactory to the Company to the effect that the proposed sale or transfer of such Shares may be effected without registration under the U.S. Securities Act;

y) acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, such certificates and all certificates issued in exchange for or in substitution of such certificates bear a legend to the following effect unless agreed otherwise with the Company:

"THE SHARES OF MONITISE PLC REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THE SHARES, AGREES FOR THE BENEFIT OF THE ISSUER: (A) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THE SHARES OTHER THAN (1) TO THE ISSUER OR ANY AFFILIATE THEREOF, (2) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (3) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE U.S. SECURITIES ACT, (4) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT (IF AVAILABLE), (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR (6) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE, TERRITORY OR JURISDICTION OF THE UNITED STATES AND ANY OTHER JURISDICTION, AND IN THE CASE OF CLAUSES (4) AND (6) SUBJECT TO THE PROVISION OF A LEGAL OPINION FROM U.S. COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT THE PROPOSED SALE OR TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE U.S. SECURITIES ACT; (B) THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND (C) IF REQUESTED BY THE ISSUER, IT WILL PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER OF THE SHARES IS PERMISSIBLE UNDER THE U.S. SECURITIES ACT.";

provided that, if any Placing Shares are being sold in an offshore transaction in accordance with Rule 903 or 904 under the US Securities Act, and if the Company is a "foreign issuer" within the meaning of Regulation S under the US Securities Act at the time of sale, the legend may be removed by delivery to the Company of an opinion of counsel of recognised standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the US Securities Act or state securities laws and provided, further, that if any Shares are being sold under Rule 144(b) under the US Securities Act, the legend may be removed by delivery to the Company of an opinion of counsel of recognised standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the US Securities Act or state securities laws.

z) Canaccord may (in its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other Affiliate or any person associated with any Affiliate to do so;

aa) it is not, and is not acting in relation to the Placings as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5 per cent. (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section;

bb) that the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Canaccord nor the Company (nor any of their respective directors, employees, officers, advisers or agents) will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Firm Placing and/or Conditional Placing and it agrees to indemnify the Company and Canaccord in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of Canaccord (CREST participant ID: 805) who will hold them as nominee for the subscribers of such shares until settlement in accordance with its standing settlement instructions;

cc) it irrevocably appoints any director or employee of Canaccord as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares being issued to it;

dd) it has not and will not make any offer to the public of the Placing Shares for the purposes of the Prospectus Regulations 2005, Schedule 11 to FSMA or section 85 of FSMA;

ee) it agrees to be bound by the terms of the memorandum and articles of association of the Company;

ff) this Appendix and any contract which may be entered into between it and Canaccord and/or the Company pursuant to it or the Placings shall be governed by and construed in accordance with the laws of England, for which purpose it submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and Canaccord shall have the right to bring enforcement proceedings in respect of any judgement obtained against such Placee in the courts of England and Wales in the courts of any other relevant jurisdiction;

gg) it confirms that it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;

hh) each right or remedy of the Company or Canaccord provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;

ii) any document that is to be sent to it in connection with the Placings will be sent at its risk and may be sent to it at any address provided by it to Canaccord;

jj) none of its rights or obligations in respect of the Placings are conditional on any other person agreeing to acquire any Placing Shares under the Placings and no failure by any other Placee to meet any of its obligations in respect of the Placings shall affect any of its obligations in respect of the Placings;

kk) Canaccord does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Canaccord or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

ll) it acknowledges and agrees that time shall be of the essence as regards its obligations in connection with the Placings;

mm) it acknowledges that if the Firm Placing and/or Conditional Placing do not proceed and/or the Firm Placing Shares and/or Conditional Placing Shares are not admitted to trading on AIM for any reason whatsoever, then neither Canaccord nor the Company shall have any liability to it;

nn) it understands and accepts that it will not be entitled to any commission in respect of its placing participation unless expressly agreed with Canaccord;

oo) the Company and Canaccord and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given by Placees (or persons acting on their behalf) to Canaccord on its own behalf and on behalf of the Company and are irrevocable; and

pp) it agrees to indemnify and keep indemnified the Company and Canaccord and any person acting on behalf of any of them against any loss arising to any of them as a result of any breach of any representation, warranty, covenant or confirmation by it herein or elsewhere or from its failure to disclose any material details or provide all the information requested pursuant to its placing participation.

The rights and remedies of the Company and Canaccord under these terms and conditions are in addition to any rights or remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.