If you hold Shares in certificated form (that is, not in CREST), you should read paragraph 14.1 of Part 1 of this document and complete the accompanying Form of Acceptance for Shares in accordance with the instructions printed thereon. The completed Form of Acceptance for Shares, together with your share certificate(s) and/or other document(s) of title, should be returned as soon as possible and in any event so as to be received by the Receiving Agent, by post or by hand (during normal business hours only) at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, no later than 1.00 p.m. (London time) on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day). A reply-paid envelope is enclosed.

If you hold Depositary Interests (that is, in CREST) representing Shares, you should read paragraph 14.2 of Part 1 of this document in respect of Electronic Acceptance. You should ensure that you instruct the Depositary to accept the Offer on your behalf in respect of the Shares represented by your Depositary Interest as soon as possible so that settlement is made no later than 1.00 p.m. (London time) on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day). If you hold your Depositary Interests as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary instruction to Euroclear.

If you hold Options, you should read paragraph 16 of Part 1 of this document and the accompanying Optionholder Letter and complete the accompanying Form of Acceptance for Options in accordance with the instructions printed thereon. The completed Form of Acceptance for Options, together with your option certificate(s) and/or other document(s) of title, should be returned as soon as possible and in any event so as to be received by David Flacks at Bell Gully, Vero Centre, 48 Shortland Street, PO Box 4199, Auckland 1140, New Zealand no later than 1.00 p.m. (London time) on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day). An Optionholder may also fax or email a completed Form of Acceptance for Options to David Flacks at Bell Gully, on +649 9168801 or david.flacks@bellgully.com.

If you own Shares or Depositary Interests and require assistance in completing your Form of Acceptance for Shares (or wish to obtain an additional Form of Acceptance for Shares) or have questions in relation to making an Electronic Acceptance in respect of the Shares represented by Depositary Interests, please contact Capita Registrars between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

All references to time in this document and in the Form of Acceptance for Shares are to London time (unless otherwise stated).

ACCEPTANCES OF THE OFFER SHOULD BE RECEIVED

BY NO LATER THAN 1.00 P.M. (LONDON TIME) ON 29 JANUARY 2013

(WHICH IS 2.00 A.M. NEW ZEALAND TIME THE NEXT DAY)

PART 1:

PART 2:

PART 3:

PART 4:

PART 5:

Directors of Emulex Bidco:

New Zealand

INTRODUCTION

THE OFFER

IRREVOCABLE UNDERTAKINGS

BACKGROUND TO AND REASONS FOR THE OFFER

INTENTIONS REGARDING ENDACE AND ENDACE’S MANAGEMENT, EMPLOYEES AND LOCATIONS

INFORMATION RELATING TO EMULEX AND THE EMULEX GROUP

INFORMATION RELATING TO THE ENDACE GROUP

FINANCIAL EFFECTS OF THE OFFER

FINANCING OF THE OFFER AND CASH CONFIRMATION

OPTIONS

OFFER ARRANGEMENTS

COMPULSORY ACQUISITION, CANCELLATION OF AIM ADMISSION AND DE-LISTING

OVERSEAS SHAREHOLDERS

PROCEDURE FOR ACCEPTANCE OF THE OFFER IN RESPECT OF SHARES

Shares Held in Certificated Form (i.e. not in CREST)

Completion of the Form of Acceptance

To accept the Offer in respect of all your Shares in certificated form — you must complete Box 1 and sign Box 2 of the enclosed Form of Acceptance for Shares. In all cases, if you are an individual, you must sign Box 2 on the Form of Acceptance for Shares in the presence of a witness who should also sign in accordance with the instructions printed on it. Any Shareholder which is a company should execute Box 2 of the Form of Acceptance for Shares in accordance with the instructions printed on it. If you do not insert a number in Box 1 of the Form of Acceptance for Shares, or if you insert in Box 1 a number which is greater than the number of Shares in certificated form that you hold and you have signed Box 2, your acceptance will be deemed to be in respect of all the Shares in certificated form which are held by you.

To accept the Offer in respect of less than all your Shares in certificated form — you must insert in Box 1 on the enclosed Form of Acceptance for Shares such lesser number of Shares in certificated form in respect of which you wish to accept the Offer in accordance with the instructions printed thereon. You should then follow the procedure set out in paragraph (a) above in respect of such lesser number of Shares in certificated form and which are held by you. If you do not insert a number in Box 1 of the Form of Acceptance for Shares, or if you insert in Box 1 a number which is greater than the number of Shares in certificated form that you hold and you have signed Box 2, your acceptance will be deemed to be in respect of all the Shares held by you in certificated form.

Return of the Form of Acceptance for Shares

Share certificates not readily available or lost

Validity of acceptances

Depositary Interests (that is, in CREST) representing Shares

General

To procure the acceptance of the Offer in respect of the Shares represented by Depositary Interests

the ISIN number for the Depositary Interests. This is NZNPVE0001S2;

the number of Depositary Interests representing Shares in respect of which you wish to instruct the Depositary to accept the Offer on your behalf (i.e. the number of Depositary Interests to be transferred to escrow);

your member account ID;

your participant ID;

the participant ID of the Escrow Agent. This is RA10;

the member account ID of the Escrow Agent for the Offer. This is EMUEND01;

the intended settlement date. This should be as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day);

the corporate action number of the Offer. This is allocated by Euroclear and will be available on screen from Euroclear;

input with a standard delivery instruction priority of 80; and

a contact name and telephone number in the shared note field.

Validity of acceptances

Overseas Depositary Interest Holders

General

SETTLEMENT IN RESPECT OF SHARES

Shares in certificated form (that is, not in CREST)

Depositary Interests (that is, in CREST) representing Shares

PROCEDURE FOR ACCEPTANCE AND SETTLEMENT IN RESPECT OF OPTIONS

GENERAL

in the case of Shares held in certificated form, the relevant Form of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post (or by such other method as may be approved by the Takeovers Panel (New Zealand)) within 14 calendar days of the Offer lapsing to the person or agent whose name and address is set out in the Form of Acceptance or, if none is set out, to the first-named holder at his or her registered address;

in the case of Shares represented by Depositary Interests, the Escrow Agent will, immediately after the lapsing of the Offer (or within such longer period as the Takeovers Panel (New Zealand) may permit, not exceeding 14 calendar days of the lapsing of the Offer), give TFE instructions to Euroclear to transfer all Depositary Interests held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the Depositary Interest Holders concerned; and

in the case of Options, acceptances will be null and void and of no effect and option certificate(s) and/or other document(s) of title will be returned to Optionholders by post (or by such other method as may be approved by the Takeovers Panel (New Zealand)) within 14 calendar days of the Offer lapsing.

FURTHER INFORMATION

ACTION TO BE TAKEN TO ACCEPT THE OFFER

If your Shares are held in certificated form (that is, not in CREST), the Form of Acceptance for Shares must be completed, signed and returned (together with your share certificate(s) and/or other document(s) of title) as soon as possible, and in any event so as to be received by the Receiving Agent, by post or by hand (during normal business hours only) at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, no later than 1.00 p.m. (London time) on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day). A reply-paid envelope is enclosed for your convenience.

If you hold Depositary Interests (that is, in CREST) representing Shares, you should NOT return the Form of Acceptance but instead ensure that an Electronic Acceptance is made by you or on your behalf to instruct the Depositary to accept the Offer on your behalf in respect of such Shares and that settlement is no later than 1.00 p.m. (London time) on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day).

For Options, the Form of Acceptance for Options must be completed, signed and returned together with your option certificate(s) and/or other document(s) of title, as soon as possible, but in any event so as to be received by David Flacks at Bell Gully, Vero Centre, 48 Shortland Street, PO Box 4199, Auckland 1140, New Zealand no later than 1.00 p.m. (London time) on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day). An Optionholder may also fax or email a completed Form of Acceptance for Options to David Flacks at Bell Gully, on +649 9168801 or david.flacks@bellgully.com.

Yours faithfully,

for and on behalf of

Emulex Bidco

THIS OFFER

Emulex Bidco offers to acquire the Shares and Options, including all rights, benefits, and entitlements attached thereto on, after, or by reference to the Notice Date.

This Offer will remain open for acceptance until 1.00 p.m. (London time) on the Closing Date (which is 2.00 a.m. New Zealand time the next day).

CONSIDERATION

The consideration offered by Emulex Bidco for each Share is 500 pence in cash SUBJECT TO any adjustment in accordance with paragraph 7.1 and/or paragraph 7.4 below.

The consideration offered by Emulex Bidco for each Option is the Offer Price LESS the relevant exercise price payable by the Optionholder to convert the Option to a Share pursuant to the terms of the Option. Where the Offer Price is equal to or less than the exercise price payable by the Optionholder, the consideration offered for such an Option is zero. These details are set out in the accompanying Optionholder Letter and the Form of Acceptance for Options.

The consideration payable to each Acceptor in respect of Shares will be paid by cheque sent by ordinary mail, or to each Depositary Interest Acceptor in respect of the Shares represented by Depositary Interests, will be paid by the crediting of CREST accounts, or as otherwise agreed between the Acceptor or the Depositary Interest Acceptor (as the case may be) and Emulex Bidco and, in respect of Options, paid in accordance with the final paragraph of Part D of Part 2 of this document, and in respect of both Shares (including, for the avoidance of doubt, Shares represented by Depositary Interests) and Options, payment will be made (in accordance with paragraph 8.1 below) no later than seven days after the later of:

the date on which that Acceptor’s or the Depositary’s (as the case may be) acceptance is received by Emulex Bidco; and

the date on which this Offer is declared unconditional.

If the consideration payable to an Acceptor or to a Depositary Interest Acceptor is not sent to that Acceptor or Depositary Interest Acceptor (as the case may be) within the period specified in paragraph 2.3 above, that Acceptor may withdraw their acceptance of this Offer by notice in writing to Emulex Bidco, or the Depositary Interest Acceptor may instruct the Depositary to withdraw its acceptance of this Offer on their behalf (as the case may be), but only:

after the expiration of seven days’ written notice to Emulex Bidco of that Acceptor’s or Depositary Interest Acceptor’s intention to do so; and

if that Acceptor or Depositary Interest Acceptor has not received the consideration to which they are entitled during the seven day period referred to in paragraph 2.3.

ACCEPTANCES

Acceptance of this Offer by each Acceptor, or by the Depositary on behalf of a Depositary Interest Acceptor, constitutes a contract between that Acceptor or the Depositary on behalf of that Depositary

Interest Acceptor (as the case may be) and Emulex Bidco on the terms and subject to the conditions of this Offer. Other than in the circumstances set out in paragraph 2.4 above, an Acceptor may not withdraw their acceptance, and a Depositary Interest Acceptor may not instruct the Depositary to withdraw its acceptance on their behalf, whether or not there has been any permitted variation of this Offer. Emulex Bidco, every Acceptor and the Depositary on behalf of each Depositary Interest Acceptor, shall be released from their obligations under this Offer, and arising from acceptance of this Offer, if this Offer:

is withdrawn with the consent of the Takeovers Panel (New Zealand); or

lapses as a result of any Condition in paragraph 5 or paragraph 6 below not being satisfied or waived by the latest date that Emulex Bidco may declare this Offer unconditional.

CERTAIN FURTHER TERMS OF THE OFFER

The Offer is made on 21 December 2012 and is capable of acceptance from and after that date. Unless this Offer is withdrawn in its entirety with the consent of the Takeovers Panel (New Zealand) in accordance with the Takeovers Code (New Zealand) and every person is released from every obligation incurred under the terms of this Offer, or unless this Offer lapses in accordance with its terms, this Offer remains open for acceptance until and including the Closing Date.

Under the Takeovers Code (New Zealand), the latest date on which Emulex Bidco can declare this Offer unconditional is 30 days after the Closing Date (excluding, for the purposes of this paragraph 4.2, an extension of the Closing Date beyond 1 March 2013 under Rule 24B of the Takeovers Code (New Zealand)). If this Offer is not extended and the Offer Period ends on 29 January 2013, then the latest date under the Takeovers Code (New Zealand) by which Emulex Bidco can declare this Offer unconditional is 1 March 2013. This Offer may be extended by Emulex Bidco to any date up to 20 March 2013, in which case the latest date which Emulex Bidco can declare this Offer unconditional is 19 April 2013. If this Offer is not declared unconditional, or the Conditions to it are not waived by Emulex Bidco (to the extent waivable), by the latest date contemplated by this paragraph 4.2, this Offer will lapse and Emulex Bidco and every Acceptor will be released from their obligations under this Offer (and the contract arising from their acceptance of it). Emulex Bidco shall be under no obligation to waive or treat as satisfied any Condition by a date earlier than the latest date specified in this paragraph 4.2 for the satisfaction thereof notwithstanding that the other Conditions may at such earlier date have been waived or satisfied and that there are, at such earlier date, no circumstances indicating that any such Conditions may not be capable of satisfaction.

If the Offer lapses for any reason:

it will not be capable of further acceptance;

Acceptors, Depositary Interest Acceptors and Emulex Bidco will cease to be bound by, (a) in the case of Shares held in certificated form, Forms of Acceptance for Shares submitted; (b) in the case of Shares represented by Depositary Interests, Electronic Acceptances inputted and settled and the Shares represented by such Depositary Interests, in each case before the time the Offer lapses; and (c) in the case of Options, Forms of Acceptance for Options submitted;

in respect of Shares held in certificated form, Forms of Acceptance, share certificate(s) and other documents of title will be returned by post within 14 calendar days of the Offer lapsing, at the risk of the Shareholder in question, to the person or agent whose name and address is set out in the relevant box on the Form of Acceptance or, if none is set out, to the first-named holder at his registered address;

in respect of Depositary Interests, the Receiving Agent will immediately after the Offer lapses (or within such longer period as the Takeovers Panel (New Zealand) may permit, not exceeding 14 calendar days of the Offer lapsing) give TFE instructions to Euroclear to transfer all Depositary Interests held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the relevant Depositary Interest Holders; and

in respect of Options, Forms of Acceptance, option certificate(s) and other documents of title will be returned by post within 14 calendar days of the Offer lapsing, at the risk of the Optionholder in question, to the person or agent whose name and address is set out in the relevant box on the Form of Acceptance or, if none is set out, to the first-named holder at his registered address.

This Offer is open for acceptance by any person who holds Shares or Options, whether acquired before, on or after the date of this Offer, upon production of evidence satisfactory to Emulex Bidco of such person’s entitlement to those Shares or Options. A holder of Shares or Options may accept this Offer in respect of all or any of their Shares or Options. Each acceptance must be free of all conditions of acceptance of any nature whatsoever.

4.5

Each Acceptor represents and warrants that:

(i)

it is the sole legal and beneficial owner of the Shares and/or Options in respect of which it accepts this Offer or it is the legal owner and has the necessary capacity and authority to accept the Offer, in respect of those Shares, and/or Options; and

(ii)

that legal and beneficial title to all such Shares and Options will pass to Emulex Bidco free of all liens, charges, mortgages, encumbrances and other adverse interests or claims of any nature whatsoever, but together with all rights, benefits and entitlements attaching to them, including the right to all dividends, bonuses and other payments and distributions of any nature arising on, after, or by reference to, the Notice Date on payment of the consideration pursuant to paragraph 2.

Each Depositary Interest Acceptor represents and warrants that it is the sole legal and beneficial owner of the Depositary Interests representing Shares in respect of which it instructs the Depositary to accept this Offer on its behalf, or it is the legal owner and has the necessary capacity and authority to instruct the Depositary to accept the offer on its behalf, in respect of those Depositary Interests representing Shares in respect of which it instructs the Depositary to accept this Offer on its behalf.

Acceptance of this Offer constitutes a representation and warranty by the Acceptor to Emulex Bidco that title to their Shares and/or Options to which the acceptance relates will pass to Emulex Bidco on the basis described in paragraph 4.5 above and that the Acceptor has full power, capacity and authority to sell and transfer all their Shares and Options. An instruction by a Depositary Interest Acceptor to the Depositary to accept the Offer on their behalf constitutes a representation and warranty by the Depositary Interest Acceptor that title to the Shares represented by their Depositary Interests to which the instruction to the Depositary relates will pass to Emulex Bidco on the basis described in paragraph 4.5 above and that the Depositary Interest Acceptor has full power, capacity and authority to instruct the Depositary to accept the Offer on their behalf and to sell and transfer all the Shares represented by their Depositary Interests.

MINIMUM ACCEPTANCE CONDITION

This Offer, and any contract arising from acceptance of it, are conditional upon Emulex Bidco receiving acceptances by no later than the Closing Date in respect of that number of Shares that would, upon this Offer being declared unconditional and the relevant Shares being transferred to Emulex Bidco, result in Emulex Bidco, holding or controlling 90 per cent. or more of the voting rights in Endace PROVIDED THAT Emulex Bidco may waive this condition where the minimum acceptances received confer more than 50 per cent. of the voting rights in Endace as prescribed by Rule 23(1) of the Takeovers Code (New Zealand).

FURTHER CONDITIONS OF THIS OFFER

This Offer and any contract arising from acceptance of it is conditional on Emulex Bidco obtaining all consents required under the Overseas Investment Act 2005 and Overseas Investment Regulations 2005 for the acquisition by Emulex Bidco of up to and including 100 per cent. of the Shares and Options in accordance with the Offer on terms which are usual for the granting of such consents.

This Offer, and any contract arising from acceptance of it, are subject to the following conditions that, except as otherwise agreed in writing by Emulex Bidco, during the period from the Effective Date until the date on which the conditions in paragraph 5 and 6.1 are satisfied or waived:

no dividends, bonuses or other payments or distributions (including, without limitation, any share buybacks) of any nature have been or will be declared, paid, or made, upon or in respect of, any of the Shares;

no further shares, convertible securities, other securities of any nature (including options, rights or interests in any ordinary shares) of the Endace Group have been or will be by any member of the Endace Group issued, agreed to be issued or made the subject of any option or right to subscribe (excluding the exercise of employee share options, on issue as at the Effective Date which may have been converted to Shares post the Effective Date);

there has been and will be no alteration of the rights, benefits, entitlements and restrictions attaching to any of the Shares, or any other securities on issue by any member of the Endace Group other than securities held by one member of the Endace Group in another wholly owned member of the Endace Group;

no action, claim, litigation or other form of proceedings that, as at the Effective Date, was not publicly notified, or, as at the Notice Date, the possibility or existence of which was not fully and fairly disclosed to Emulex Bidco in writing by Endace Group, are notified or commenced against or by, any member of Endace Group and, in each case, such action, claim, litigation or other form of proceeding is material or could reasonably be expected to be material to the Endace Group, taken as a whole;

no government, quasi-governmental, statutory, regulatory, or administrative, authority (including any national anti-trust, merger control) or any Court, or other person or body whatsoever has decided to take, institute, or threaten in writing, any action, proceeding, suit, investigation, or made, proposed or enacted any statute, regulation, order, decision or otherwise which would or might reasonably be expected to, make the Offer or its implementation void, unenforceable, or prohibited, directly or indirectly materially restrain, restrict, prohibit, delay or otherwise materially interfere with the Offer or its implementation;

the businesses of each member of the Endace Group are carried on in the normal and ordinary course, including without limitation:

no unusual or abnormal payments, commitments or liabilities (including contingent liabilities) which are material or could reasonably be expected to be material to the Endace Group, taken as a whole, are made or incurred (or agreed to be made or incurred) by any of those entities;

other than the completion of transactions that have prior to the Notice Date been disclosed in public announcements or public disclosures by Endace or transactions fully and fairly disclosed to Emulex Bidco in writing by Endace prior to the Notice Date, no member of the Endace Group disposes of, purchases, transfers, leases, licences, charges, mortgages, grants a lien or other encumbrance over, grants an option or legal or equitable interest in respect of, or otherwise deals with a legal or equitable interest in a material asset, business, operation, property or subsidiary (or agrees, including agreeing to materially vary any agreement, to do any of these things or makes an announcement in respect of any of them), that is or could reasonably be expected to be material to the Endace Group, taken as a whole;

other than expenditure or divestment fully and fairly disclosed to Emulex Bidco in writing by Endace prior to the Notice Date, no member of the Endace Group (separately or together) undertakes or commits to any capital expenditure or divestment (other than of trading stock in the ordinary course of business) over NZ$500,000 (in aggregate) that, as at the Effective Date, had not been approved by the Board of Directors of Endace or committed to by that member of the Endace Group;

no onerous, long term or material contracts, commitments or arrangements, or any major transactions (as defined in section 129(2) of the Companies Act 1993), are entered into, or, materially varied, by any member of the Endace Group that are or could reasonably be expected to be material to the Endace Group, taken as a whole;

no variation is made in respect of the normal course of treatment of receivables (e.g. no acceleration of the collection of the same) or payables (e.g. no slowing down in the payment of the same);

there is no alteration to the constitutional documents of any member of the Endace Group or to any trust deed (or similar document) under which any securities have been issued by any member of the Endace Group, other than amendments that are of a formal or technical, and not substantive nature;

no assets of any member of the Endace Group and no shares, or other securities or interests held, controlled or owned by any member of the Endace Group, in any company or other entity or any other unincorporated body (which assets, shares, or other securities or interests are or could reasonably be expected to be material to the Endace Group taken as a whole) are, or will be, subject to any option, forfeiture, transfer of any right of pre-emption, in the event of any member of the Endace Group becoming a subsidiary or under the control of any company;

no member of the Endace Group has waived, compromised or settled any claim which is material in context of the Endace Group taken as a whole;

no member of the Endace Group is or has been engaged in any activity, practice or conduct which would constitute an offence under the applicable anti-corruption or anti-bribery legislation (including the Foreign Corrupt Practices Act 1977 (U.S.) Bribery Act 2010 (UK) and Secret Commissions Act 1910 (NZ));

other than changes fully and fairly disclosed to Emulex Bidco in writing by Endace prior to the Notice Date, there is no change to (including the introduction of), the remuneration, or to any of the terms of employment or engagement (including any retirement benefits or allowances whatsoever), of any director, officer, employee or consultant of any member of the Endace Group except for changes made in the ordinary course of business consistent with past practices and there is no agreement to make any of those changes;

no liquidator, receiver, receiver and manager, statutory manager or similar official is appointed in respect of any member of the Endace Group or any of their respective assets, other than in respect of a wholly owned subsidiary of Endace which is not trading and has no assets or liabilities other than inter-company receivables or payables with another wholly owned subsidiary of Endace;

there not having occurred any events (including without limitation any natural disaster, accident, regulation, change of law, or act of terrorism), or circumstances which, when aggregated with all other events, changes, or circumstances or that have occurred, mean that the overall impact of all such aggregated events, changes, circumstances or conditions taken as a whole is, or could reasonably be expected to be, material to the Endace Group, taken as a whole;

no resolution is passed for any amalgamation or (other than in respect of a wholly owned subsidiary of Endace which is not trading and has no assets or liabilities, other than inter-company

receivables or payables with a wholly owned subsidiary of Endace) liquidation of any member of the Endace Group, and none of them is involved in any merger, share buyback or scheme of arrangement;

no member of the Endace Group terminates, varies (in any material respect) or waives any breach or non-performance (in any material respect) of, any existing licensing, or similar agreement, or enters into any licensing, or similar agreement the value of which is material to the Endace Group, taken as a whole, except as fully and fairly disclosed in writing to Emulex Bidco by Endace prior to the Notice Date;

except for any obligation fully and fairly disclosed to Emulex Bidco in writing by Endace prior to the Notice Date, no member of Endace Group is, or will be, under any obligation to make any material payment or provide any material consideration to any of its employees, directors or contractors in the event of any member of the Endace Group becoming a subsidiary or under the control of any other company;

there is no person exercising or purporting to exercise or stating an intention to exercise any rights under any provision of any agreement or other instrument to which any member of the Endace Group is a party, or by or to which any member of the Endace Group or any of their assets may be bound or be subject, which results, or could result to an extent which is material in the context of the Endace Group taken as a whole, in:

any such agreement or other such instrument being terminated or modified or any action being taken or arising thereunder; or

the interest of any member of the Endace Group in any firm, joint venture, trust corporation or other entity for any arrangements relating to such interest) being terminated or modified;

there not being any challenge to the validity or unencumbered ownership of any of the software, copyright, trademarks or other intellectual property purportedly owned by Endace and material to the conduct of its business except as fully and fairly disclosed in writing to Emulex Bidco by Endace prior to the Notice Date;

no information (including any assumption on which any such information is based) provided by or on behalf of Endace to Emulex Bidco under the terms of the mutual confidentiality and exclusivity agreement dated 17 September 2012, amended by Addendum dated 5 November 2012, the accuracy of which would reasonably be expected to be material to its financial position, trading operations or assets or liabilities or prospects, is incorrect in any material respect;

[intentionally blank];

consent received from Altera Corporation on terms that are reasonable in respect of their software licence agreement with Endace in relation to the change of control of Endace;

confirmation by the Chief Financial Officer or Chief Executive Officer of Endace that as at the Notice Date the number of employee share options on issue was 1,791,644 (representing the right to convert to 1,792,676 Shares), together with 100,000 phantom options;

receipt of (i) consents to assignment and waiver of applicable claw-back terms shall have been obtained from the Ministry of Business Innovation and Employment (the Science and Innovation Group) concerning both: (a) the Technology Development Grant issued by Ministry of Science and Innovation on 9 February 2011 for a three year term commencing 1 October 2010 and ending 30 September 2013 and (b) the Technology for Business Growth Grant, issued by the Foundation for Research, Science, and Technology initially for a 20 month term from 22 June 2010 ending 21 February 2012, but extended by variation letter to 21 February 2013, made to Endace and (ii) confirmation from the Ministry of Business, Innovation and

Employment (the Science and Innovation Group) that Endace, when owned by Emulex Bidco, remains eligible to receive additional grants from the government of New Zealand after the Closing Date in amounts and on terms similar to those received by Endace prior to the Closing Date;

a certificate by the Chief Financial Officer or Chief Executive Officer of Endace is provided to Emulex Bidco that confirms, as at the date being seven days after the Closing Date, that:

as at 31 December 2012:

the Endace Group taken as a whole had no Debt (hereinafter defined);

the Endace Group taken as a whole had net cash of at least US$3,500,000 in its bank account;

as at the Closing Date:

the Endace Group taken as a whole had no Debt (hereinafter defined);

there had been no material variations to the contingent liabilities of the Endace Group from those as at 31 October 2012 as disclosed to the Offeror;

a certificate by the Chief Financial Officer or Chief Executive Officer of Endace is provided to Emulex Bidco that, as at the date being seven days after the Closing Date, confirms that (i) the incentive or compensation payments payable by Endace that arise under contractual arrangements as a result of the successful completion of this Offer are not of an amount that is more than £75,000 in aggregate (for the avoidance of doubt excluding any payments due to financial advisers); and (ii) the maximum liability in respect of reimbursement of costs pursuant to Rule 49(2) of the Takeovers Code (New Zealand) will not exceed NZ$500,000;

excluding Endace’s present Hamilton and Sydney premises, no lease or agreement to lease any property or premises has been entered into by any member of the Endace Group;

a certificate by the Chief Financial Officer or Chief Executive Officer of Endace is provided to Emulex Bidco confirming that these conditions have been satisfied in all material respects to the best of their knowledge and belief provided that the materiality requirement shall not be applicable where the relevant condition already has a materiality qualification;

Endace has confirmed in writing to Emulex Bidco that it has put in place a programme to implement the recommendations of the Protecode report and such implementation is progressing in accordance with the described timetable.

The following actions by any member of the Endace Group shall be deemed to be material to the Endace Group taken as a whole and not to be normal or in the ordinary course for the purposes of paragraph 6.2;

the making of (or agreeing to make) unusual or abnormal payments, or the incurring of (or agreeing to incur) unusual or abnormal commitments or liabilities (including contingent liabilities) except pursuant to a transaction between Endace and wholly owned subsidiaries or between wholly owned subsidiaries (“Intra-Group Transactions”);

the making of any unusual payment of income tax, including taxation in advance;

the disposal of, purchase of, transfer of, lease of, charge of, mortgage of, granting of a lien or other encumbrance over, granting of an option or legal or equitable interest in respect of, or otherwise the dealing with a legal or equitable interest in, a material asset, business, operation,

property or subsidiary (or agreeing, including by agreeing to materially vary any agreement, to do any of these things), other than the completion of transactions the entering of which have, at the Notice Date, been publicly disclosed by Endace other than pursuant to an Intra-Group Transaction;

the undertaking of or committing to any capital expenditure or divestment (other than in the ordinary course of business (and other than pursuant to an Intra-Group Transaction)) over NZ$200,000 (in aggregate);

the entry into, or material variation of, onerous, long-term (except in the normal and ordinary course of business) or material contracts, commitments or arrangements, or any major transactions (as defined in section 129(2) of the Companies Act 1993); or

the making of an announcement to do any of the actions set out in paragraphs 6.3(a) to 6.3(e) above.

The conditions in paragraphs 5, 6.1 and 6.2 above are for the sole benefit of Emulex Bidco and, accordingly, each such conditions may only be waived by Emulex Bidco in its sole discretion.

Each condition set out in paragraphs 5, 6.1 and 6.2 above is a separate condition subsequent, and acceptance of the Offer by each Acceptor or the Depositary on behalf of each Depositary Interest Acceptor shall constitute a contract between that Shareholder or the Depositary on behalf of that Depositary Interest Holder (as the case may be) and Emulex Bidco subject to those conditions. The Offer will only proceed if all conditions in paragraphs 5, 6.1 and 6.2 above are satisfied or waived (to the extent possible).

CHANGE IN CIRCUMSTANCES

If, on or after the Notice Date, Endace declares, makes, or pays any dividend or any distribution of any nature whatsoever and either the condition in paragraph 6.2(a) above is waived by Emulex Bidco or this Offer is or becomes unconditional, then, at the election of Emulex Bidco (and subject to the terms of any such waiver), either:

each person to whom the Offer Price is paid in respect of a Share, or a Share represented by a Depositary Interest, will be bound to pay to Emulex Bidco on demand in respect of each Share or Share represented by a Depositary Interest which they were paid the Offer Price an amount equivalent to such dividend or the value of such other distribution (in each case inclusive of withholding taxes deducted, if applicable); or

the price payable under the Offer in respect of a Share or a Share represented by a Depositary Interest shall be reduced by an amount equivalent to such dividend, payment or the value of such other distribution.

If, on or after the Notice Date, Endace has authorised, declared, or made any issue of shares, convertible securities or other securities of any nature (including options, rights or interests in its ordinary shares), by way of bonus issue and either the condition in paragraph 6.2(b) above is waived by Emulex Bidco or this Offer is or becomes unconditional, then Acceptors and Depositary Interest Acceptors will, subject to the terms of any such waiver, be bound to transfer, in respect of those Shares, those Shares represented by Depositary Interests and/or Options for which they have accepted this Offer, or instructed the Depositary to accept this Offer on their behalf, any such shares, convertible securities, other securities or options, rights and interests to Emulex Bidco, without any additional consideration.

If, on or after the Notice Date, Endace has made or makes any issue of ordinary shares to any person and either the condition in paragraph 6.2(b) above is waived by Emulex Bidco or this Offer is or becomes unconditional, then this Offer will be deemed to be extended to and include such ordinary shares and the consideration payable for them will be as provided in paragraph 2 above.

If, on or after the Notice Date, all or any of the Shares or Options are subdivided or consolidated by Endace then:

this Offer will be interpreted to take into account that subdivision or consolidation and will be deemed to be for the Shares and Options resulting from that subdivision or consolidation;

the consideration per Share and/or Option offered under this Offer will be increased or reduced, as the case may require, in proportion to that subdivision or consolidation; and

Acceptors and Depositary Interest Acceptors will be bound to transfer, or procure the transfer of, those subdivided or consolidated Shares, or Shares represented by Depositary Interests and/or Options to Emulex Bidco on the basis of the consideration so increased or reduced.

METHOD OF SETTLEMENT

If this Offer becomes or is declared unconditional and is validly accepted, settlement of the consideration to which any Acceptor or Depositary Interest Acceptor (or the first named shareholder in the case of joint holders) is entitled to under the Offer will be effected by the date specified in paragraph 2.3 above in the following manner (unless otherwise agreed between the Acceptor or Depositary Interest Acceptor and Emulex Bidco):

where an acceptance relates to Shares in certificated form, settlement of any cash due will be despatched to Acceptors or their appointed agents. All such cash payments will be made in British pounds by cheque drawn on a branch of a United Kingdom clearing bank;

where an acceptance relates to Shares represented by Depositary Interests, the cash consideration to which the Depositary Interest Acceptor is entitled will be paid by means of CREST payment in favour of the Depositary Interest Acceptor’s payment bank in respect of the cash consideration due, in accordance with CREST payment arrangements, provided that Emulex Bidco reserves the right to settle all or any part of the consideration referred to in this subparagraph for all or any Depositary Interest Acceptors in the manner referred to in subparagraph 8.1(a) above, if, for any reason, it wishes to do so;

where an acceptance relates to Options, Endace, as agent for Emulex Bidco, has agreed to facilitate payment under the Offer to Optionholders through usual payroll processes for Optionholders that are existing employees where practicable, and otherwise by cheque or electronic transfer to a nominated bank account. Optionholders will be paid in the currency selected on the Form of Acceptance for Options, net of taxes required to be withheld under applicable law. If no currency is selected, Optionholders will be paid in the currency in which they are paid as an employee of Endace and otherwise in British pounds.

If this Offer does not become unconditional, this Offer will lapse and Emulex Bidco and every Acceptor will be released from their obligations under this Offer and the contract arising from acceptance of it.

NOTICES

Notices given to Endace and the Takeovers Panel (New Zealand):

declaring this Offer unconditional; or

advising that this Offer is withdrawn in accordance with the Takeovers Code (New Zealand); or

advising that this Offer has lapsed in accordance with its terms or the Takeovers Code (New Zealand),

Notice of any variation of this Offer will be sent to Endace, the Takeovers Panel (New Zealand) and, where required by the Takeovers Code (New Zealand), to each offeree under this Offer.

REVISED OFFER

OVERSEAS SHAREHOLDERS

GENERAL

12.1

(a)

Settlement of the consideration to which any Shareholder, Depositary Interest Holder or Optionholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer without regard to any lien, right of set-off, counterclaim or other analogous right to which Emulex Bidco may otherwise be, or claim to be, entitled as against such Shareholder, Depositary Interest Holder or Optionholder provided that any taxes required to be withheld under applicable law shall be deducted from payment to Optionholders. All cash payments to Shareholders (other than payments made by means of CREST) will be made by cheque drawn on a branch of a UK clearing bank. Payments to Depositary Interest Holders will be made by means of CREST.

(b)

Settlement of the consideration to which any Shareholder, Depositary Interest Holder or Optionholder is entitled will be effected not later than seven days after the date on which the Offer becomes or is declared unconditional in all respects or within seven days of the date of receipt of a valid and complete acceptance, whichever is the later.

12.2

If all of the Conditions are either satisfied or, to the extent permitted, waived and sufficient Shares are acquired, whether pursuant to acceptances of the Offer or otherwise, and the compulsory acquisition provisions of the Takeovers Code (New Zealand) are duly satisfied, Emulex Bidco intends to apply the provisions of the Takeovers Code (New Zealand) to acquire compulsorily any outstanding Shares and Options to which the Offer relates. In these circumstances any outstanding Options will only be acquired under the compulsory acquisition process if they have not expired. The Options will expire on the date falling 10 days after the date that the Offer goes unconditional, which may (under the Takeovers Code (New Zealand)) occur after the Closing Date.

12.3

Emulex Bidco intends, after the Offer becomes or is declared unconditional, to procure that Endace applies to the London Stock Exchange for the admission of Endace’s Shares to trading on AIM to be cancelled. Not less than 20 business days’ notice of cancellation will be given, commencing either on the date Emulex Bidco acquires or agrees to acquire 75 per cent. of the voting rights attaching to the issued ordinary share capital of Endace or on the first date of the issue of compulsory acquisition notices under the Takeovers Code (New Zealand).

The Offer is made in respect of all Shares (including, for the avoidance of doubt, Shares represented by Depositary Interests) and Options unconditionally allotted or issued and fully paid on the date of the Offer (excluding any treasury shares except to the extent those cease to be held as treasury shares before such date as Emulex Bidco may determine) and any further Shares and Options unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the Endace Share Option Scheme) prior to the date on which the Offer closes. For the avoidance of doubt, this document is not intended to and does not constitute or form part of any offer by Emulex Bidco to purchase or otherwise acquire any Depositary Interests in respect of the Shares.

Shares and Options will be acquired by Emulex Bidco pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, equities, encumbrances, options, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights attaching or accruing to them as at the Notice Date, or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Notice Date.

The terms, provisions, instructions and authorities contained in or deemed to be incorporated in the Form of Acceptance for Shares constitute part of the terms of the Offer. Words and expressions defined in this document shall have the same meanings when used in each Form of Acceptance, unless the context otherwise requires. The provisions of Parts A and B of this Part 2 shall be deemed to be incorporated in and form part of the Form of Acceptance for Shares.

References in paragraph 11 of Part A of this Part 2 to a Shareholder will include references to the person or persons executing a Form of Acceptance for Shares and, in the event of more than one person executing a Form of Acceptance for Shares, such paragraphs will apply to them jointly and severally.

Any omission or failure to despatch this document, the applicable Form of Acceptance or any notice required to be despatched under the terms of the Offer to, or any failure to receive the same by, any person to whom the Offer is made, or should be made, will not invalidate the Offer in any way or create any implication that the Offer has not been made to any such person.

Subject to the Takeovers Code (New Zealand), Emulex Bidco reserves the right to treat acceptances of the Offer as valid if not entirely in order or not accompanied by the relevant share certificate(s), option certificate(s) and/or other relevant document(s) of title or the relevant TTE instruction or if received by or on behalf of either of them at any place or places or in a manner or form determined by them otherwise than as set out in this document or the Form of Acceptance.

No acknowledgement of receipt of any Form of Acceptance, instruction or transfer by means of CREST, communication, notice, share certificate(s) and/or other document(s) of title will be given. All communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from Shareholders, Depositary Interest Holders or Optionholders (or their designated agent(s)) or as otherwise directed will be delivered by or sent to or from such Shareholders, Depositary Interest Holders or Optionholders (or their designated agent(s)) at their risk.

All powers of appointments of agents and authorities conferred by or referred to in this Part 2 or in the Form of Acceptance are given by way of security for the performance of the obligations of the Shareholder or Optionholder concerned and are irrevocable.

The Offer is being made by means of this document and (in respect of Shares in certificated form) the accompanying Form of Acceptance. The Offer extends to persons to whom the Offer is made or should be made but to whom this document, the Form of Acceptance or any related document may not have been despatched. Forms of Acceptance for Shares are available from the Receiving Agent, at the address referred to in paragraph 14.1.2 of Part 1 of this document. Copies of this document may be collected from the Receiving Agent, at such address.

The Offer and each Form of Acceptance, Electronic Acceptance and all acceptances in respect thereof and any contract arising therefrom shall be governed by and construed in accordance with the laws of

New Zealand. Execution by or on behalf of a Shareholder of a Form of Acceptance, or the making of an Electronic Acceptance by a Depositary Interest Holder, or on behalf of a Shareholder or Optionholder, constitutes his/her or its irrevocable submission, in relation to all matters arising out of or in connection with the Offer and the Form of Acceptance, to the non-exclusive jurisdiction of the Courts of New Zealand and his/her agreement that nothing shall limit the right of Emulex Bidco to bring any action, suit or proceeding arising out of or in connection with the Offer, the Form of Acceptance or the Electronic Acceptance in any other manner permitted by law or in any court of competent jurisdiction.

All references in this Part 2 to any statute or statutory provision shall include a statute or statutory provision which amends, consolidates or replaces the same (whether before or after the date hereof).

Any references in this Part 2 to the return or despatch of documents by post shall extend to the return or despatch by such other method as the Takeovers Panel (New Zealand) may approve.

Neither Emulex Bidco, nor any other member of Emulex Group nor any agent or director of any member of Emulex Group, nor any person acting on behalf of any of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of acceptances of the Offer or otherwise in connection therewith.

In relation to any Electronic Acceptance, Emulex Bidco reserves the right to make such alterations additions or modifications to the terms of the Offer as may be necessary or desirable to give effect to any purported acceptance of the Offer, whether in order to comply with the facilities or requirements of CREST, or otherwise, provided such alterations, additions or modifications are consistent with the requirements of the Takeovers Code (New Zealand) or are otherwise made with the consent of the Takeovers Panel (New Zealand).

For the purposes of this document, the time of receipt of a TTE instruction, an ESA instruction or an Electronic Acceptance shall be the time at which the relevant instruction settles in CREST.

FURTHER INFORMATION AND MISCELLANEOUS

Further information relating to this Offer, as required by Schedule 1 to the Takeovers Code (New Zealand), is set out in Part 3 of this Offer and forms part of this Offer Document.

If there is an inconsistency between the terms and conditions of this Offer and the provisions of the Takeovers Act 1993 or the Takeovers Code (New Zealand), the provisions of the Takeovers Act 1993 or the Takeovers Code (New Zealand) (as the case may be) will prevail.

the relevant Shareholder’s entire holding of Shares in certificated form as disclosed by details of the register of members made available to the Receiving Agent prior to the time the relevant Form of Acceptance for Shares is processed by them;

the relevant Shareholder’s entire holding of Shares in certificated form as disclosed by details of the register of members made available to the Receiving Agent prior to the latest time for receipt of Form(s) of Acceptance for Shares which can be taken into account in determining whether the Offer is unconditional; and

the number of Shares in certificated form in respect of which share certificates or documents of title or an indemnity in lieu thereof satisfactory to Emulex Bidco is received.

the execution of the Form of Acceptance whether or not any Boxes are completed and whether or not the Form of Acceptance is validly executed as a deed shall constitute:

an acceptance of the Offer in respect of the number of Shares in certificated form inserted or deemed to be inserted in Box 1 of the relevant Form of Acceptance; and

an undertaking to execute any further documents, take any further action and give any further assurances which may be required to enable Emulex Bidco to obtain the full benefit of Part B of this Part 2 and/or to perfect any of the authorities expressed to be given under this document and the relevant Form of Acceptance and otherwise in connection with his acceptance of the Offer;

in relation to Shares in certificated form, the execution of the Form of Acceptance for Shares and its delivery to the Receiving Agent constitutes (subject to the Offer becoming unconditional) the irrevocable and separate appointment of each of Emulex Bidco and any directors of, or any person authorised by, any of them, as his agent and/or attorney with an irrevocable instruction and authorisation to such agent and/or attorney to:

complete and execute all or any form(s) of transfer, renunciation and/or other documents at the discretion of such agent and/or attorney in relation to the Shares comprised in the acceptance in favour of Emulex Bidco or such other persons as Emulex Bidco or its agents may direct;

deliver any form(s) of transfer, renunciation and/or other document(s) at the discretion of such agent and/or attorney together with any share certificate or other document(s) of title for registration relating to such Shares within six months of the Offer becoming unconditional in all respects; and

execute all such documents and do all such acts and things as may, in the opinion of such agent and/or attorney, be necessary or expedient for the purposes of, or in connection with the acceptance of the Offer and to vest in Emulex Bidco (or its nominees) the full legal title and beneficial ownership of the Shares in certificated form comprised in the acceptance;

in relation to Shares in certificated form, the execution of the Form of Acceptance and its delivery to the Receiving Agent in the case of Shares in certified form constitutes (subject to the Offer becoming unconditional in accordance with its terms) an irrevocable instruction and authorisation to Endace or its agents to procure the registration of the transfer of the Shares in certificated form comprised in the acceptance and the delivery of the share certificate(s) and other document(s) of title in respect of the Shares to Emulex Bidco or as it may direct;

the execution of the Form of Acceptance for Shares constitutes the giving of authority to each of Emulex Bidco and the Receiving Agent and their respective director(s), partners and agents within the terms set out in Part A and this Part B of this Part 2;

subject to the Offer becoming or being declared unconditional (or if the Offer would become unconditional or lapse on the outcome of the resolution in question) or if the Takeovers Panel (New Zealand) otherwise gives its consent in respect of Shares in respect of which the Offer has been accepted or deemed to be accepted, and pending registration in the name of Emulex Bidco or as it may direct:

Emulex Bidco or its agents shall be authorised to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general or separate class meeting of Endace) attaching to the Shares;

the execution of a Form of Acceptance for Shares by a Shareholder shall constitute with regard to such Shares in certificated form comprised in the acceptance:

an authority to Endace or its agents to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of Endace to Emulex Bidco at its registered office;

an irrevocable authority to each of Emulex Bidco and the Receiving Agent and any directors of, or any person authorised by, any of them, to sign any document and do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the Shares held by him in certificated form held by him (including, without limitation, signing any consent to short notice of a general or separate class meeting as his agent and/or attorney and on his behalf and executing a form of proxy appointing any person nominated by Emulex Bidco to attend general and separate class meetings of Endace and attending any such meeting and exercising the votes attaching to the Shares comprised or deemed to be comprised in such acceptance on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition of the Offer); and

the agreement of such Shareholder not to exercise any such rights without the consent of Emulex Bidco and the irrevocable undertaking not to appoint a proxy for or to attend such general or separate class meeting of Endace;

he/she will deliver to the Receiving Agent, or procure the delivery to the Receiving Agent, of his certificate(s) or other document(s) of title in respect of those Shares in certificated form comprised in the acceptance and not validly withdrawn by him or an indemnity acceptable to Emulex Bidco, as soon as possible, and in any event within three months of the Offer becoming unconditional in all respects;

he/she will ratify each and every act or thing which may be lawfully done or effected by Emulex Bidco or the Receiving Agent or any of their respective directors or agents, or by Endace or its agents,

as the case may be, in the exercise of any of the powers and/or authorities under this document and to indemnify each such person against any losses arising therefrom other than losses arising as a result of the negligence or wilful default of such person;

if any provision of Part A or this Part B of this Part 2 shall be unenforceable or invalid or shall not operate so as to afford Emulex Bidco or the Receiving Agent or any of their respective directors, agents or persons authorised by them, or Endace or any of its agents, the benefit of the authority expressed to be given therein, he/she will, with all practicable speed, do all such acts and things and execute all such documents that may be required or desirable to those persons to secure the full benefit of Part A or this Part B of this Part 2;

that he/she is the sole legal and beneficial owner of the Shares held in certificated form in respect of which the Offer is accepted or deemed to be accepted or he/she is the legal owner of such Shares and he/she has the necessary capacity and authority to execute the Form of Acceptance;

he/she is irrevocably and unconditionally entitled to sell and transfer the beneficial ownership of the Shares comprised or deemed to be comprised in such acceptance and that such shares are sold fully paid with full title guarantee and free from all liens, charges, equities, encumbrances, options, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights attaching or accruing to them as at the Notice Date, or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after that date;

the terms and conditions of the Offer shall be deemed to be incorporated in, and form part of, the Form of Acceptance which shall be read and construed accordingly;

the Form of Acceptance shall be deemed to be delivered on the date of its execution and shall take effect as a deed on such date;

the ejusdem generis principle of construction shall not apply to the terms and conditions of the Offer and/or the Form of Acceptance. Accordingly general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words;

the execution of the Form of Acceptance constitutes his agreement to the terms of paragraph 12.13 of Part A of this Part 2.

the Electronic Acceptance shall constitute:

an instruction by the Depositary Interest Holder to the Depositary to accept the Offer in respect of the number of Shares represented by the number of Depositary Interests to which the TTE instruction relates; and

an undertaking to execute any documents, or procure the execution of any documents, take any further action and give any further assurances which may be required to enable Emulex Bidco to obtain the full benefit of this Part C of this Part 2 and/or to perfect any of the authorities expressed to be given under this document and otherwise in connection with the acceptance of the Offer on their behalf by the Depositary;

the Electronic Acceptance constitutes, subject to the Offer becoming unconditional in accordance with its terms, the irrevocable and separate appointment of Emulex Bidco and any directors of, or any person authorised by, any of them as his agent and/or attorney with an irrevocable instruction to such agent and/or attorney to execute all such documents and do all such acts and things as may, in the opinion of such agent and/or attorney, be necessary or expedient for the purposes of, or in connection with, the acceptance of the Offer on behalf of the Depositary Interest Holder in respect of the Shares represented by their Depositary Interests and to vest in Emulex Bidco (or its nominees) the full legal title and beneficial ownership of the Shares represented by their Depositary Interests which the Depositary Interest Holder instructs the Depositary to accept and to vest in Emulex Bidco the legal title to the underlying Shares to which they relate;

the Electronic Acceptance constitutes the irrevocable appointment of the Escrow Agent as the accepting Depositary Interest Holder’s attorney with an irrevocable instruction and authorisation:

the Electronic Acceptance constitutes (subject to the Offer becoming unconditional in accordance with its terms) an irrevocable instruction and authorisation:

to Endace or its agents to procure the transfer to Emulex Bidco, or as it may direct, all or any of the Shares represented by Depositary Interests referred to in this Part C of this Part 2 pursuant to the Offer;

to Emulex Bidco or the Receiving Agent or their respective agents to procure the making of a CREST payment obligation in favour of the Depositary Interest Holder’s payment bank in accordance with the CREST payment arrangements in respect of any cash consideration to which such Depositary Interest Holder is entitled as a consequence of the Offer provided that Emulex Bidco may (if, for any reason, it wishes to do so) determine that all or any part of such cash consideration shall be paid by cheque (despatched by post) at the risk of the Depositary Interest Holder;

the Electronic Acceptance constitutes the giving of authority to each of Emulex Bidco and the Receiving Agent and their respective director(s), partners and agents within the terms set out in Part A and this Part C of this Part 2;

subject to the Offer becoming unconditional (or if the Offer would become unconditional or lapse on the outcome of the resolution in question or if the Takeovers Panel (New Zealand) otherwise gives its consent) in respect of Shares represented by Depositary Interests in respect of which the Offer has been accepted or deemed to be accepted, and pending registration in the name of Emulex Bidco or as it may direct:

Emulex Bidco or its agents shall be authorised to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general or separate class meeting of Endace) attaching to the relevant Shares represented by Depositary Interests;

an Electronic Acceptance by a Depositary Interest Holder shall constitute with regard to such Shares represented by Depositary Interests comprised in the instruction by the Depositary Interest Holder to the Depositary to accept the Offer on their behalf:

an authority to Endace or its agents to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of Endace (including any share certificate(s) or other document(s) of title issued as a result of a conversion of such Depositary Interests into certificated Shares) to Emulex Bidco at its registered office;

an irrevocable authority to each of Emulex Bidco and the Receiving Agent and any directors of, or any person authorised by, any of them to sign any document and do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the Shares represented by the Depositary Interests held by him (including, without limitation, signing any consent to short notice of a general or separate class meeting as his attorney and on his behalf and executing a form of proxy appointing any person nominated by Emulex Bidco to attend general and separate class meetings of Endace and attending any such meeting and exercising the votes attaching to the Shares represented by the Depositary Interests comprised or deemed to be comprised in the acceptance on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition of the Offer); and

the agreement of such Depositary Interest Holder not to exercise any such rights without the consent of Emulex Bidco and the irrevocable undertaking not to appoint a proxy for or to attend such general or separate class meeting of Endace;

if, for any reason, any Depositary Interests in respect of which a TTE instruction has been effected are converted to Shares in certificated form (other than by the Depositary in accordance with the instruction constituted by the Electronic Acceptance), he/she will (without prejudice to paragraph 1.6 of this Part C of this Part 2) immediately deliver, or procure the immediate delivery of the share certificate(s) or other document(s) of title in respect of all such Depositary Interests that are so converted to the Receiving Agent at the address specified in paragraph 14.1.2 of Part 1 of this document or to Emulex Bidco at its registered office or as Emulex Bidco or its agents may direct; and he/she shall be deemed upon conversion to undertake, represent, warrant and agree in the terms set out in Part B of this Part 2 in relation to such Shares which are in certificated form without prejudice to the application of this Part C of this Part 2 so far as Emulex Bidco deems appropriate;

the creation of a CREST payment obligation in favour of his payment bank in accordance with the CREST payment arrangements as referred to in paragraph 1.4 of this Part C of this Part 2 will, to the extent of the obligation so created, discharge in full any obligation of Emulex Bidco to pay to him the cash consideration to which he/she is entitled as a consequence of the acceptance of the Offer by the Depositary on their behalf;

he/she will do all such acts and things as shall, in the opinion of Emulex Bidco be necessary or expedient to vest in Emulex Bidco or its nominee(s) the Shares represented by the Depositary Interests comprised or deemed to be comprised in the Electronic Acceptance and to enable the Receiving Agent to perform its function as Escrow Agent for the purposes of the Offer;

he/she will ratify each and every act or thing which may lawfully be done or effected by Emulex Bidco or the Receiving Agent or any of their respective directors or agents or by Endace or its agents, as the case may be, in the exercise of any of the powers and/or authorities under this document and to indemnify each such person against any losses arising therefrom other than losses arising as a result of the negligence or wilful default of such person;

if any provision of Part A or this Part C of this Part 2 shall be unenforceable or invalid or shall not operate so as to afford Emulex Bidco or the Receiving Agent or any of their respective directors, agents or persons authorised by them, or Endace or any of its agents, the benefit of the authority expressed to be given therein, he/she will, with all practicable speed, do all such acts and things and execute all such documents that may be required or desirable to enable such persons to secure the full benefit of Part A or this Part C of this Part 2;

that he/she is the sole legal and beneficial owner of the Depositary Interests representing Shares in respect of which the Depositary Interest Holder instructs the Depositary to accept the Offer on their behalf or he/she is the legal owner of such Depositary Interests representing such Shares and he/she has the necessary capacity and authority to effect an Electronic Acceptance;

he/she is irrevocably and unconditionally entitled to instruct the Depositary to sell and transfer the beneficial ownership of the Shares represented by the Depositary Interests comprised or deemed to be comprised in such instruction on their behalf and that such Shares represented by Depositary Interests are sold fully paid with full title guarantee and free from all liens, charges, equities, encumbrances, options, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights attaching or accruing to them as at the Notice Date, or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after that date;

the ejusdem generis principle of construction shall not apply to the terms and conditions of the Offer. Accordingly general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words;

the making of an Electronic Acceptance constitutes his agreement to the terms of paragraph 12.13 of Part A of this Part 2;

by virtue of Regulation 43 of the Regulations the making of an Electronic Acceptance constitutes an irrevocable power of attorney by the CREST member instructing the Depositary to accept the Offer in the terms of all the powers and authorities expressed to be given in Part A, (where applicable by virtue of paragraph 1.7 above) Part B and this Part C of this Part 2 to Emulex Bidco, the Receiving Agent, or any of their respective directors or agents or Endace or its agents.

complete the Form of Acceptance for Options enclosed with this document; and

return the completed Form of Acceptance for Options, together with any option certificate(s) and/or other document(s) of title, as soon as possible, but in any event so as to be received by Bell Gully no later than the Closing Date.

the relevant Optionholder’s entire holding of Options as disclosed by details of the Options register made available to Bell Gully prior to the time the relevant Form of Acceptance for Options is processed by them;

the relevant Optionholder’s entire holding of Options as disclosed by details of the register of optionholders made available to Bell Gully prior to the latest time for receipt of Form(s) of Acceptance for Options; and

the number of Options in respect of which option certificates or documents of title or an indemnity in lieu thereof satisfactory to Emulex Bidco is received.

Date

Offeror and its Directors

The name and address of the offeror is:

The directors of the offeror as at the date of the Offer are:

James Michael McCluney

Michael James Rockenbach

Randall Glenn Wick

Target Company

Advice Statement

Offer Terms

Ownership of Equity Securities of Endace

The table in the Appendix to this Part 3 below sets out the number, designation and percentage of equity securities of any class of Endace as at the date of the Offer held or controlled by:

Emulex Bidco;

Any related company of Emulex Bidco;

Any person acting jointly or in concert with Emulex Bidco;

Any director of any of the persons described in paragraphs (a) to (c); and

Any other persons holding or controlling more than 5 per cent. of the class, to the knowledge of Emulex Bidco.

Except as set out in the Appendix below no person referred to in 6.1(a)-(e) to the best of Emulex Bidco’s knowledge and belief (having made due enquiry) holds or controls any equity securities of Endace.

Trading in Endace

Agreements to Accept Offer

Emulex Bidco has received irrevocable undertakings to accept the Offer from the following Shareholders:

Ian David Greenwood Graham and Mary Agnes Lehar-Graham (see the Appendix of this Part 3 below for their shareholding details);

Hargreave Hale Limited (on behalf of Marlborough Fund Managers) (see the Appendix to this Part 3 below for their shareholding details); and

Herald Investment Trust plc in respect of 660,000 Shares, representing 4.34 per cent. of all Shares.

The material terms of the irrevocable undertakings are:

Emulex Bidco, subject to paragraph (b) below, agreeing to make a takeover offer substantially on the terms as outlined in this Offer, by 21 December 2012;

the Specified Shareholders agree from the date of signing the applicable irrevocable undertaking not to dispose or deal in their Shares otherwise than as contemplated in the irrevocable undertakings;

the Specified Shareholders agree to accept the Offer once made;

the obligation to accept the Offer for the Specified Shareholders identified at paragraph 8.1(a) and Michael Riley was conditional on the Offer Price being not below the bottom of the valuation range of the Independent Adviser in their report forming part of the Endace target company statement and this condition has now been satisfied; and

the obligation to accept the Offer for the Specified Shareholders identified at paragraphs 8.1(b) and (c) is conditional on there being no superior offer (in particular, an offer for all the Shares with an offer price at least 10 per cent. greater than the Offer Price) commenced prior to such persons accepting the Offer.

Emulex Bidco has received separate letters from Mark Rowan and John Scott, both of whom are directors of Endace, which confirm they will use all reasonable efforts to accept or procure the acceptance of the Offer for 323,459 Shares and 131,110 Shares respectively, subject to:

the condition in 8.2(d) above;

the Offer being completed before 31 March 2013; and

no other bona fide offer being received in excess of the Offer Price.

Emulex Bidco has also received a non-binding letter of intent from Majedie Asset Management Limited, indicating that its current intention is to accept the Offer in respect of 645,478 Shares, representing 4.24 per cent. of all Shares held under discretionary management on behalf of clients.

Other than as disclosed above, no person has agreed conditionally or unconditionally to accept this Offer as at the date of this Offer.

Arrangements to Pay Consideration

Emulex Bidco confirms that resources will be available to it sufficient to meet the consideration to be provided on full acceptance of this Offer and to pay any debts incurred in connection with this Offer (including the debts arising under Rule 49 of the Takeovers Code (New Zealand)).

If the consideration is not sent within the period specified in this Offer to any person whose securities are taken up under this Offer, the person may withdraw acceptance of the Offer by notice in writing to Emulex Bidco but only after the expiration of seven days’ written notice to Emulex Bidco of the person’s intention to do so. However, the right to withdraw acceptance of the Offer does not apply if the person receives the consideration during such seven day notice period.

Arrangements Between Emulex Bidco and Endace

As at the date of this Offer, no agreement or arrangement (whether legally enforceable or not) has been made, or is proposed to be made, between Emulex Bidco or any of its associates and Endace or any related company of Endace, in connection with, in anticipation of, or in response to, this Offer, other than:

a Mutual Confidentiality and Exclusivity Agreement dated on or about 17 September 2012 (and amended 5 November 2012) (“NDA”), pursuant to which Endace agreed to disclose information for the purposes of Emulex evaluating the proposal to purchase the Shares and Emulex agreed to not disclose any such information, and which contained various exclusivity commitments; and

a Letter Agreement as described in paragraphs 10.3-10.8 below

The exclusivity commitments in the NDA have expired.

Emulex, Endace and the Independent Endace Directors have entered into a Letter Agreement whereby in consideration for Emulex sending the Notice of Takeover, Endace has agreed not to solicit or initiate an alternative proposal, subject to the Endace Directors being able to comply with legal and fiduciary obligations, including responding to an alternative proposal and engaging with a person making a bona fide alternative proposal.

The Independent Endace Directors confirmed that they are supportive of the Offer and now that the Offer Price has been confirmed as being within or above the valuation range of the Independent Adviser, they have recommended to Shareholders that they accept the Offer.

In the event that a cash offer at a price greater than the Offer Price is made, the Independent Endace Directors have granted Emulex the right to match the higher offer before ceasing to recommend the Offer to Shareholders.

In the event that a cash offer at a price greater than the Offer Price is made during the Offer Period or within three months after the Closing Date, and that offer is declared unconditional, or if there is a material breach of the terms of the Letter Agreement, Endace has agreed to reimburse Emulex for reasonable costs and expenses incurred by Emulex in connection with this Offer. Any such amount payable may be set off against monies payable by Emulex under Rule 49(2) of the Takeovers Code (New Zealand), and the amount to be reimbursed by Endace, after the setting off, is agreed to be US$1,000,000.

Emulex is obliged under the Letter Agreement to use all reasonable endeavours to procure the satisfaction of conditions relating to consent under the Overseas Investment Act and from the Ministry of Business Innovation and Employment (New Zealand) in respect of certain financial grants. Applications for both consents have been made by Emulex Bidco.

Pursuant to the Letter Agreement, each of the Independent Endace Directors has agreed to resign from Endace and its related companies within three business days of the consideration under the Offer having been first sent to Shareholders.

Arrangements Between Emulex Bidco and Directors and Officers of Endace

Financial Assistance

[Intentionally blank]

Likelihood of Changes in Endace

If Emulex Bidco becomes entitled to invoke the compulsory acquisition provisions of the Takeovers Code (New Zealand), it intends to compulsorily acquire any outstanding Shares and Options and again if Emulex Bidco becomes entitled it will apply for de-listing of Endace from AIM. In these circumstances any outstanding Options will only be acquired under the compulsory acquisition process if they have not expired. The Options will expire on the date falling 10 days after the date that the Offer goes unconditional, which may (under the Takeovers Code (New Zealand)) occur after the Closing Date.

If Emulex Bidco does not receive sufficient acceptances under this Offer to enable it to invoke the compulsory acquisition provisions of the Takeovers Code (New Zealand), but nevertheless declares this Offer unconditional, Emulex Bidco will seek appropriate board representation on the Endace board and will participate in decisions relating to Endace and its future.

Emulex Bidco values the technical expertise and capabilities of Endace, its management and its employees. Accordingly, Emulex Bidco’s intention is:

to retain and enhance the existing Endace brand and businesses in New Zealand;

to support and enhance the direction of Endace’s existing business strategy;

to retain Endace’s office in New Zealand;

to support the employment policies of Endace and to exert its best efforts to retain its key personnel consistent with business needs;

to retain in New Zealand the existing Endace research and development activities, including the promotion of Endace in New Zealand as an International Centre of Excellence for ongoing research and development into Intelligent Network Monitoring and Recording; and

to retain and respect the organisational culture, history and achievements of Endace.

Pre-emption Clauses in Endace’s Constitution

As of the date of this Offer Document, there is no restriction on the right to transfer any equity securities to which this Offer relates that:

is contained in the constitution of Endace; and

has the effect of requiring the holders of those securities to offer the securities for purchase to members of Endace or to any other person before transferring those securities.

Escalation Clauses

There is no agreement or arrangement (whether legally enforceable or not) to which Emulex Bidco or any of its related entities are parties, under which:

any existing holder of equity securities in Endace will or may receive in relation to, or as a consequence of, this Offer any additional consideration or other benefit over and above the consideration set out in this Offer; or

any prior holder of equity securities in Endace will or may receive any consideration or other benefit as a consequence of this Offer.

Classes of Security

[Intentionally blank]

Certificate

Class of equity security

or total Options

Number of equity

securities held or

controlled

Percentage of class or

total number of

Options

BlackRock Investment Management (UK) Limited

Holder or controller of more than 5% of Endace Shares

Ian David Greenwood Graham and Mary Agnes Lehar-Graham

Holder or controller of more than 5% of Endace Shares (jointly)

Elliott International L.P., Liverpool Limited Partnership

Holder or controller of more than 5% of Endace Shares

Richardson Trustee Limited

Holder or controller of more than 5% of Endace Shares

Selwyn Lyall Pellett, Denise Suzanne Wallwork and Frances Deborah Valintine

Holder or controller of more than 5% of Endace Shares (jointly)

Hargreave Hale Limited (on behalf of Marlborough Fund Managers)

Holder or controller of more than 5% of Endace Shares

Michael Desmond Riley

Stuart Wilson

Neil Livingston

Holder or controller of more than 5% of one or more classes of Options

Total Options

Chris Komatas

Holder or controller of more than 5% of one or more classes of Options

Total Options

Michael Kelley

Holder or controller of more than 5% of one or more classes of Options

Total Options

Kate Parsons

Class of equity security

or total Options

Number of equity

securities held or

controlled

Percentage of class or

total number of

Options

Jeremy Stringer

Neil Hopkins

David Earl

Gary Woods

Total Options

Amie Stariha

Total Options

Edward Statham

Total Options

Glen Carpenter

Ian Dredge

Total Options

Kent Gordon

Total Options

Jeff Brown

Total Options

Max Allen

Total Options

Babak Jafari

Total Options

Gary Gruber

Total Options

James Barrett

Total Options

John Attala

Total Options

John Russell

Total Options

Neil Templeman

Total Options

Ching-Hua Yang

Total Options

Steve Baechle

Total Options

Jason Moore

Total Options

Tim Nichols

Total Options

Marjonel Montejo

Total Options

Andrew Summers

Total Options

Justin Wang

Total Options

Kevin Slade

Total Options

Suparna Mukherji

Total Options

Christopher Tomlinson

Total Options

Jeffrey Paine

Total Options

Tom Jones

Total Options

Tom Leahy

Julie Davis

Total Options

Barry Shaw

Phil Dean

Sander Lommertzen

Total Options

Martha Wu

Total Options

Robert Atherton

Total Options

Class of equity security

or total Options

Number of equity

securities held or

controlled

Percentage of class or

total number of

Options

Sri Ganeshan Gundralingam

Total Options

Andrew Weisman

Total Options

Boanerges Bruno

Total Options

Chris Bone

Total Options

Andrew Harsant

Total Options

a Shareholder or Optionholder that accepts the Offer

the AIM market of the London Stock Exchange

the law firm Bell Gully, of Auckland and Wellington, New Zealand

any day not being a public holiday, Saturday or Sunday, on which banks are normally open for business in the City of London

a trading name of Capita Registrars Limited

in relation to a share or other security, title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)

1.00 p.m. London time on 29 January 2013 (which is 2.00 a.m. New Zealand time the next day) (unless extended in accordance with the Takeovers Code (New Zealand))

the closing middle market quotation of a Share as derived from the Daily Official List published by the London Stock Exchange

the New Zealand Companies Act 1993 (as amended)

the conditions to the Offer set out in paragraphs 5 and 6 of Part A of Part 2 of this document

the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations)

the manual issued by Euroclear from time to time

a person who has been admitted by Euroclear as a system-member (as defined in the Regulations)

a person who is, in relation to CREST, a system-participant (as defined in the Regulations)

has the meaning given to it in the CREST Manual

a CREST participant admitted to CREST as a CREST sponsor

a CREST member admitted to CREST as a sponsored member

the AIM Appendix of the Daily Official List of the London Stock Exchange

any day on which the London Stock Exchange is open for business in the trading of securities admitted to AIM

Capita IRG Trustees Limited

the dematerialised depositary interests in CREST issued or to be issued by the Depositary in respect of Shares

a Depositary Interest Holder that instructs the Depositary to accept the Offer on its behalf in respect of the Shares represented by the Depositary Interests held by the Depositary Interest Holder

a registered holder of Depositary Interests from time to time

30 September 2012

the input and settlement of a TTE Instruction in respect of Depositary Interests which constitutes or is deemed to constitute an instruction to the Depositary to accept the Offer in respect of the Shares which are represented by such Depositary Interests on the terms set out in this document

an escrow account adjustment input (AESN) transaction type “ESA” (as described in the CREST Manual)

Capita Registrars Limited (in its capacity as Escrow Agent) as described in the CREST Manual

Emulex Corporation, a company incorporated in Delaware, US, and listed on the New York Stock Exchange (NYSE:ELX) under number 2105716

El Dorado Research Ventures Limited, a company incorporated in New Zealand with registered number 4116578

the board of directors of Emulex

the directors of Emulex and each a “Emulex Director”

Emulex and its subsidiaries from time to time

Endace Limited, a company incorporated in New Zealand with registered number 1517030

Ian Graham, John Scott, Mark Rowan, Simon Wilson, Mark Giles, Clayton Wakefield, Mike Riley

Endace and any of its subsidiaries and joint venture entities

The Endace Limited Employee Share Scheme No. 1, as set out in New Zealand-registered prospectuses dated 11 October 2005, 10 December 2007, and 11 October 2010

Euroclear UK & Ireland Limited, a private limited company registered in England and Wales under number 0287873

the form of acceptance and authority relating to the Offer in respect of Shares or Options, as the case may be

the form of acceptance and authority relating to the Offer to acquire the Options which is to be sent to each Optionholder

the form of acceptance and authority relating to the Offer to acquire the Shares which accompanies this document

The UK Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 (as amended from time to time)

Gigabit

the identification code or number attached to any member account in CREST

Grant Samuel and Associates Limited

the independent board of directors of Endace comprising the Independent Endace Directors

Mark Giles, Mark Rowan, John Scott, Clayton Wakefield and Simon Wilson

International Securities Identification Number

Internet Service Provider

the letter agreement between Endace, the Independent Endace Directors and Emulex dated 6 December 2012

London Stock Exchange plc

6 December 2012 (New Zealand time)

the recommended cash offer, to acquire (i) at the Offer Price, all of the Shares; and (ii) at the Offer Price less the relevant exercise price, all of the Options, made by Emulex Bidco on the terms and conditions set out in this document and the applicable Form of Acceptance and including, where the context admits, any subsequent revision, variation, extension or renewal of such offer

the period beginning on and including 21 December 2012 (London time) and ending on the Closing Date

500 pence per Share

a registered holder of Options from time to time

the options granted under or pursuant to the Endace Share Option Scheme

the separate letter to Optionholders, which will be sent to them together with the Offer Document and Forms of Acceptance

the Overseas Investment Act 2005 (New Zealand)

the Overseas Investment Regulations 2005 (New Zealand)

Depositary Interest Holders who are resident in, or nationals or citizens of, jurisdictions outside the UK and New Zealand or who are nominees of, or custodians, or trustees for Depositary Interest Holders who are citizens, residents or nationals of countries other than the UK and New Zealand

Shareholders who are resident in, or nationals or citizens of, jurisdictions outside the UK and New Zealand or who are nominees of, or custodians, or trustees for Shareholders who are citizens, residents or nationals of countries other than the UK and New Zealand

the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant