Revenues

Cost of revenues

Gross margin

Expenses:

Selling, general and administrative

Research and development

Special charges and restructuring costs

Loss on litigation settlement

Operating income from continuing operations

Interest expense

Debt retirement costs, including write-off of related deferred financing costs

Fair value adjustments on derivative instruments

Other income (expense)

Income (loss) from continuing operations, before income taxes

Income tax recovery

Net income from continuing operations

Net loss from discontinued operations

Net income

Net income (loss) per common share – Basic

Net income per share from continuing operations

Net loss per share from discontinued operations

Net income per share

Net income (loss) per common share – Diluted

Net income per share from continuing operations

Net loss per share from discontinued operations

Net income per share

Weighted-average number of common shares outstanding

Basic

Diluted

Revenues

Cost of revenues

Gross margin

Expenses:

Selling, general and administrative

Research and development

Special charges and restructuring costs

Gain on disposition of product line

Operating income from continuing operations

Interest expense

Other expense

Income from continuing operations, before income taxes

Income tax recovery (expense)

Net income

Net income per share

Net income per common share – Basic

Net income per common share – Diluted

Weighted-average number of common shares outstanding

Basic

Diluted

ASSETS

Current assets:

Cash and cash equivalents

Accounts receivable

Sales-type lease receivables (net)

Inventories (net)

Deferred tax asset

Other current assets

Non-current portion of sales-type lease receivables (net)

Deferred tax asset

Property and equipment (net)

Identifiable intangible assets (net)

Goodwill

Other non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

Current portion of deferred revenue

Current portion of long-term debt and bank indebtedness

Long-term debt

Lease recourse liability

Long-term portion of deferred revenue

Deferred tax liability

Pension liability

Other non-current liabilities

Commitments, guarantees and contingencies

Shareholders’ equity:

Common shares

Warrants

Additional paid-in capital

Retained earnings (accumulated deficit)

Accumulated other comprehensive income (loss)

Basis of Presentation

Mitel audited annual consolidated financial statements and notes thereto for each of the three years ended April 30, 2013, 2012 and 2011 contained in the Mitel’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on June 24, 2013;

Mitel unaudited interim consolidated financial statements and notes thereto for each of the three and six months ended October 31, 2013 and 2012 contained in the Mitel’s Quarterly Report on Form 10-Q filed with the SEC on December 5, 2013;

Aastra audited annual consolidated financial statements and notes thereto for each of the two years ended December 31, 2013 and 2012 contained in Aastra’s 2013 Annual Report;

Aastra unaudited interim consolidated financial statements and notes thereto for each of the three and nine months ended September 30, 2013 and 2012 contained in the Aastra’s Q3 2013 Quarterly Report;

Description of Transaction

Accounting Policies

Currency Translation

CAD/USD rate used

Income statement for the six months ended October 31, 2013

Income statement for the year ended April 30, 2013

Balance sheet as at October 31, 2013

U.S. GAAP adjustments

Revenue recognition – Software

Deferred taxes – classification

Pension Liability

Presentation adjustments

For the six months ended October 31, 2013 and year ended April 30, 2013, depreciation and amortization previously recorded separately is included with selling, general and administrative expense ($7.4 and $14.5, respectively).

For the six months ended October 31, 2013 and year ended April 30, 2013, restructuring costs previously included in cost of sales ($0.3 and $0.5, respectively), selling, general and administrative expense ($1.9 and $2.1, respectively) and research and development expense ($3.4 and $0.4, respectively), are included in special charges and restructuring costs ($5.6 and $3.0, respectively).

For the six months ended October 31, 2013 and year ended April 30, 2013, costs relating to the product development process, previously included in selling general and administrative are included in research and development expense ($3.5 and $8.0, respectively).

At October 31, 2013, current tax assets of $7.1 are included in other current assets.

At October 31, 2013, current tax liabilities of $9.1 and current portion of provisions of $17.5 are included in accounts payable and accrued liabilities.

At October 31, 2013, non-current portion of provisions of $3.2 is included in other non-current liabilities.

Fair Value of Consideration Transferred in Connection with the Aastra Acquisition

Fair value estimate of cash consideration to be paid to Aastra
shareholders^(a)

Fair value estimate of share consideration to be paid to Aastra shareholders^(b)

Estimated purchase price

Calculated based on cash consideration of $6.52 per Aastra common share and 12.3 million Aastra common shares outstanding at January 31, 2014.

Calculated using the January 31, 2014 price, at the effective time of 12:00PM, on the NASDAQ stock exchange of $8.86 per Mitel common share and 12.3 million Aastra common shares outstanding on January 31, 2014.

Assets Acquired and Liabilities Assumed in Connection with the Aastra Acquisition

NET ASSETS

Cash and cash equivalents (a)

Accounts receivable(a)

Sales-type lease receivables, current(b)

Inventories (a)

Deferred tax asset, current(i)

Other current assets(a)

Sales-type lease receivables, non-current (b)

Deferred tax asset, non-current (i)

Property and equipment (c)

Identifiable intangible assets (d)

Accounts payable and accrued liabilities(e)(f)

Deferred revenue, current(g)

Current portion of long-term debt and bank indebtedness (a)

Long-term debt(a)

Deferred tax liability, non-current(i)

Pension liability(h)

Other non-current liabilities(a)(f)

Total identifiable net assets acquired

Goodwill(j)

Estimated purchase price

The carrying value is assumed to approximate fair value based on the nature of the asset or liability.

Sales-type lease receivables consist of leases to customers where substantially all risks and rewards of ownership were transferred at the time of initial sale. The carrying value is assumed to approximate fair value. Mitel is currently assessing whether the implicit rate in the leases used to discount the cash flows is approximated by current market rates. Any difference between the implicit rate and current rates would result in a change in the fair value of the asset.

Property and equipment consists primarily of equipment and leasehold improvements, for which the carrying value is assumed to approximate fair value. Mitel is currently assessing the fair value of these assets based on the age, condition and location of these assets. All of these elements can result in differences between the preliminary fair value estimate and the fair value determined at the acquisition date.

The preliminary fair value estimates of the identifiable intangible assets and their weighted-average useful lives are estimated as follows:

Customer relationships⁽ⁱ⁾

Developed technology⁽ⁱⁱ⁾

Trade names⁽ⁱⁱⁱ⁾

Total

Customer relationships represent the fair value of the underlying relationships and agreements with Aastra’s customers.

Developed technology represents the fair value of the Aastra’s products that have reached technological feasibility and are a part of Aastra’s product lines at the time acquired.

Trade names represent the fair value of brand and name recognition associated with the marketing of Aastra’s products and services.

Included in accounts payable and accrued liabilities are liabilities for Aastra’s cash-settled SARs and DSUs totaling $0.7. Aastra’s SARs and DSUs were settled in cash upon closing, as described in Note 2. The carrying value is assumed to approximate fair value for the remaining accounts payable and accrued liabilities.

Included in accounts payable and accrued liabilities and other non-current liabilities are provisions of $17.5 and $3.2, respectively, recorded at the carrying value, which is assumed to approximate fair value. Mitel is currently assessing the amount, timing and risk of potential losses relating to the provisions and contingent liabilities existing as of the acquisition date. These preliminary fair value estimates could be different from the final valuation results.

Deferred revenue consists primarily of unearned revenue from support services, including hardware maintenance and software services. An estimate of fair value $35.9 has been recorded, which resulted in a reduction from the carrying value of $46.6. Mitel is currently completing a detailed valuation of deferred revenue. For purposes of these unaudited pro forma condensed combined financial statements, the preliminary estimates of fair value are determined based on Mitel’s current knowledge of Aastra’s operations. These preliminary fair value estimates could be different from the final valuation results.

The carrying value of the pension liability approximates fair value. The carrying value is based on December 31, 2012 pension valuations, adjusted for estimated defined benefit pension cost to September 30, 2013. Mitel is currently conducting a valuation of the pension liability as of the acquisition date. Should any of the estimates used differ from those used at December 31, 2012, the valuation could differ significantly from the carrying value.

Represents the net deferred income tax liability, based on the statutory tax rates of the relevant jurisdictions, relating to the estimated fair value adjustments to assets acquired and liabilities assumed.

Deferred income tax impact due to:

Estimated preliminary fair value adjustment to intangible assets

Estimated preliminary fair value adjustment to deferred revenue

Estimated adjustments to deferred income taxes

Aastra’s historical deferred tax assets, net

Estimated deferred income tax liabilities, net

Deferred income tax asset, current

Deferred income tax asset, non-current

Deferred income tax liability, non-current

Estimated deferred income tax liabilities, net

Goodwill is calculated as the excess of the preliminary estimate of the fair value of the consideration transferred over the preliminary estimate of the fair values assigned to the identifiable assets acquired and liabilities assumed. Goodwill is not deductible for tax purposes. Goodwill will be subject to impairment testing at least annually and more frequently if events and circumstances in the intervening period provide an indicator that impairment may exist.

Pro Forma Adjustments in Connection with the Aastra Acquisition

To adjust amortization of intangible assets as follows:

Eliminate Aastra’s historical intangible asset amortization expense

Estimated amortization expense of acquired finite-lived intangible assets:

Customer relationships

Developed technology

Trade names

Total

To adjust share-based compensation expense related to the equity-settled converted share-based awards as follows:

Eliminate Aastra’s historical stock-based compensation expense

Total

To adjust interest expense related to the new credit facility and repayment of the existing credit facility as follows:

Eliminate Mitel’s historical interest expense relating to the existing credit facilities

Estimated interest expense on outstanding principal under new credit facilities

Estimated amortization of financing fees and other costs

Total increase (decrease) in interest expense

To record tax effect on the pro forma adjustments, using an effective tax rate of 20%. The effective tax rate of the combined company could be significantly different than the tax rate assumed for purposes of preparing the unaudited pro forma condensed combined financial statements as a result of a variety of factors, including post-acquisition activities.

The unaudited pro forma combined basic and diluted earnings per share for the periods presented have been adjusted by the common shares issued by Mitel in connection with the Aastra Acquisition.

(in millions)

Basic weighted average Mitel common shares outstanding

(as reported)

Adjusted for:

Issuance of Mitel common shares to Aastra shareholders

Basic weighted average Mitel common shares outstanding (pro forma)

Diluted weighted average Mitel common shares outstanding (as reported)

Adjusted for:

Issuance of Mitel common shares to Aastra shareholders

Diluted weighted average Mitel common shares outstanding (pro forma)

To adjust intangible assets to a preliminary estimate of fair value as follows:

Eliminate Aastra’s historical intangible assets

Preliminary fair value of identifiable intangible assets (Note 8)

Total

To reverse Aastra’s historical goodwill and record a preliminary estimate of goodwill related to the Aastra Acquisition as follows:

Eliminate Aastra’s historical goodwill

Estimated acquisition-related goodwill (Note 8)

Total

To adjust Mitel’s unamortized debt issue costs relating to its existing credit facilities and record debt issue costs incurred for the new credit facilities.

Eliminate Mitel’s unamortized debt issue costs

Estimated deferred financing costs (Note 1)

Total

To adjust accounts payable and accrued liabilities as follows:

Record the intrinsic value of outstanding Aastra SARs and DSUs

Estimated accounts payable and accrued liabilities of Telepo Ltd. (Note 1)

Total

To adjust Aastra’s historical deferred revenue and record a preliminary estimate of deferred revenue related to the Aastra Acquisition as follows:

Eliminate Aastra’s historical deferred revenue

Preliminary fair value of Aastra deferred revenue (Note 8 (g))

Total

To adjust for repayment of Mitel’s existing credit facilities and to record the term loan incurred by Mitel in connection with the Aastra Acquisition, as follows:

Principal outstanding on existing credit facilities

Unamortized original issue discount and other

Issuance of new term loan (Note 2)

Original issue discount and other on issuance of new term loan

Total

Adjustment to current portion of long-term debt and bank indebtedness(i)

Adjustment to long-term debt(i)

Reduction in the current portion of long-term debt and bank indebtedness due primarily to Mitel’s current portion of long-term debt including $14.2 relating to the estimated excess cash flow payment due within one year under the existing credit facilities. Under new credit facilities, the first excess cash flow payment is due within 100 days after December 31, 2014 and is therefore not classified as current.

To eliminate Aastra’s common share capital and to record the issuance of common shares to Aastra shareholders as follows:

Issuance of Aastra common shares due to exercise of Aastra stock options (Note 2)

Eliminate Aastra’s common share capital

Issuance of Mitel common shares to Aastra shareholders (Note 7)

Total

To eliminate Aastra’s additional paid-in capital.

To adjust accumulated deficit for the transaction as follows:

Eliminate Aastra’s retained earnings

Mitel’s acquisition-related transaction costs incurred in connection with the Aastra Acquisition

Termination costs relating to repaying existing credit facilities, including write-off of unamortized deferred financing costs and original issue discount of existing credit facilities

Estimated tax effect on acquisition-related transaction costs and termination costs relating to repaying existing credit facilities

Total

To eliminate Aastra’s accumulated other comprehensive income.

To record the estimated cash impact of the Aastra Acquisition, financing and acquisition-related transaction costs as follows:

Cash consideration paid to Aastra’s shareholders (Note 7)

Proceeds from issuance of the $355.0 term loan, net of original issue discount and fees

Repayment of existing Mitel credit facilities as at October 31, 2013, including unamortized original issue discount and termination fees

Estimated acquisition-related transaction costs incurred in connection with the Aastra Acquisition (Note 1)

Estimated proceeds from the exercise of Aastra stock options (Note 2)

Estimated cash paid for Telepo Ltd (net of cash acquired of $3.9) (Note 1)

Total

To record the estimated other current assets acquired in relation to the acquisition of Telepo Ltd. (note 1).