PHRM.L Regulatory News (PHRM)

13 August 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE

UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Phorm, Inc. ("Phorm" or the "Company")

PUBLICATION OF CIRCULAR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Further to the Company's announcement on 1 June 2012, the Company is pleased to announce its intention to re-domicile the holding company of the Phorm group from Delaware, USA to Singapore (the "Re-Domicile").

Shareholders of the Company will shortly be sent a circular (the "Circular") convening an extraordinary general meeting of the Company to be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG, United Kingdom at 12 noon British Summer Time on 7 September 2012 (the "EGM") to approve the proposals relating to the Re-Domicile. The Circular sets out further details of the Re-Domicile, including the proposed cancellation of the existing shares of the Company and the admission to AIM of the shares of the Singapore incorporated company. If the proposals to effect the Re-Domicile are passed, the Re-Domicile to Singapore will occur on 11 September 2012.

The Company will shortly release an AIM Schedule 1 which sets out further details of the Re-Domicile and the proposed Singapore incorporation holding company. The Circular and the Schedule 1 will be available for download on the Company's website, www.phorm.com. Words capitalised in this announcement have the meaning given to them in the Circular.

The Re-Domicile

The Company is intending to undertake the Re-Domicile via an intra-company merger (the "Merger") in order to reorganise into a non-US entity that will be more in line with the expected business development of the Company and to make trading in its shares more attractive to investors. Because of its focus on non-US activities, the Company determined that being incorporated in Delaware was no longer efficient from either a commercial or financial perspective. The Company also believes that the trading in its shares will be less restrictive and more attractive to investors.

The Company expects that its operations and focus will continue to gravitate to the Asia Pacific region as a result of its significant business development in the region. Further, the Company believes Singapore to be the most suitable domicile in the region because of Singapore's acceptability to international investors.

The Merger

In order for the Re-domicile to move forward, consummation of the Merger requires the consent of the holders of a majority of the issued and outstanding Phorm Shares as of 3 August 2012 (the "Record Date").

By operation of the Merger, each outstanding share in the Company on the Merger Date will be converted into and represent the right to receive one (1) fully paid and non-assessable share in the proposed Singapore incorporated company (the "Share Consideration"); provided, however, that each Non-Accredited US Shareholder as of the Record Date will be paid the average closing price of the Phorm Shares for the 20 trading days immediately preceding the date of the Circular (the "Cash Consideration"), instead of the Share Consideration, for each share in the Company it holds.

The Merger is contingent upon:

• the approval of the Merger by holders of a majority of the Company's shares at the EGM or any adjournment thereof in accordance with Delaware law;

• admission of the shares in the proposed Singapore incorporated company for trading on the AIM Market of the London Stock Exchange; and

• the estimated aggregate amount of Cash Consideration to be paid as part of the Merger, (based on completed Investor Questionnaires received before the EGM), shall not exceed £300,000.

Recommendation

The board of directors of the Company believes that the Re-Domicile of the Company from Delaware, USA to Singapore is in the best interests of the Company and its shareholders as a whole. Accordingly, the board of directors recommends shareholders to vote in favour of the resolution to be proposed at the EGM, as the members of the board of directors intend to do in respect of their own holdings.

Further announcements in relation to the Re-Domicile will be made to shareholders in due course.

For Enquiries

Phorm, Inc.

Mark Williams (analysts & investors) +44 20 7297 2326

Alex Laity (media) +44 20 7297 2710

Liberum Capital +44 20 3100 2222

(Nominated Advisor and Joint Broker)

Chris Bowman

Richard Bootle

Mirabaud Securities LLP +44 20 7321 2508

(Joint Broker)

Jason Woollard

Peter Krens

Hudson Sandler +44 20 7796 4133

Charlie Jack

Charlie Barker

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About Phorm

Phorm is a global personalisation technology company that makes content and advertising more relevant to the consumer. Phorm's innovative platform preserves user privacy and delivers a more interesting online experience.

Phorm's partners include leading Internet Service Providers (ISPs), Publishers, Ad Networks and Advertisers.

A Delaware, US incorporated company, Phorm was admitted to the AIM market of the London Stock Exchange in 2004 and has over 140 employees and contractors.

For more information, please visit: www.phorm.com