24 June 2024

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser who, if you are resident in Ireland, is authorised or exempted under the European Communities (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland.

If you sell or have sold or otherwise transferred all of your ordinary shares par value $0.01 per share of MariaDB plc (“MariaDB”or the “Company” and such shares, “MariaDB Shares,”), please immediately send this amended and restated offer document, dated 24 June 2024 (the “Offer Document”) and the accompanying exchange and/or transmittal materials and any other acceptance documents relating to the Offer (as defined below) issued to holders of MariaDB Shares (“MariaDB Shareholders”) in connection with the Offer, including the Letter of Transmittal (as defined below) and any other form of acceptance document issued by Bidco in connection with acceptance of the Offer (“Acceptance Documents”) (other than any personalised Letter of Transmittal) to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, these documents should not be forwarded or transmitted in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or otherwise transferred only part of your holding of MariaDB Shares, you should retain these documents and consult your stockbroker, bank or other agent through whom the sale or transfer was effected.

This Offer Document should be read in conjunction with the accompanying Acceptance Documents. Appendix 6 contains the definitions of certain terms used in this Offer Document and in the Acceptance Documents.

The distribution of this Offer Document and the accompanying Acceptance Documents in, into, or from, certain jurisdictions other than Ireland and the United States may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this Offer Document and the accompanying Acceptance Documents are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Persons who receive this Offer Document and the accompanying Acceptance Documents (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland or the United States, or who are not resident in Ireland or the United States, will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

The procedure for acceptance of the offer made by Bidco on the terms and subject to the conditions set out in this Offer Document and the Acceptance Documents (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer) (the “Offer”) is set out at paragraph 13 of the Letter from the President of Bidco, in Part 3 of Appendix 1 and in the accompanying Acceptance Documents.

Lazard Frères & Co. LLC, together with its affiliate Lazard & Co., Limited (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) (“Lazard”), is acting exclusively as financial adviser to K1 Investment Management, LLC, a Delaware limited liability company (“K1”) and Meridian BidCo LLC, a limited liability company formed in Delaware (“Bidco”) and no one else in connection with the Offer and will not be responsible to anyone other than K1 and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Offer or any other matters referred to in this Offer Document or any other

document or announcement issued or to be issued in connection with the Offer. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Offer Document or any other document or announcement issued or to be issued in connection with the Offer, any statement contained herein or otherwise.

IBI Corporate Finance Limited (“IBI Corporate Finance”), is acting exclusively as financial adviser to MariaDB and no one else in connection with the Offer and will not be responsible to anyone other than MariaDB for providing the protections afforded to clients of IBI Corporate Finance nor for providing advice in relation to the Offer or any other matters referred to in this Offer Document. Neither IBI Corporate Finance nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of IBI Corporate Finance in connection with this Offer Document, any statement contained herein or otherwise.

The Information Agent for the Offer is:

 

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

United States: (866) 920-4932

International: +1 (781) 896-6949

The Offer is being made in accordance with the requirements of the Irish Takeover Panel Act 1997 (as amended), Irish Takeover Rules 2022 (the “Irish Takeover Rules”) and pursuant to the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “US Exchange Act”). This Offer Document, the Acceptance Documents and any other documents relating to the Offer have been or will be prepared in accordance with the Irish Takeover Rules and Irish disclosure requirements, format and style, all of which may differ from those in the United States.

The Offer is not being made, directly or indirectly, in or into or by the use of mails, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction. Accordingly, copies of this Offer Document, the Acceptance Documents and any other accompanying documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent, into or from any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction and persons receiving this Offer Document, the Acceptance Documents and any other accompanying documents (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions, as doing so may invalidate any purported acceptance of the Offer.

Any person (including, without limitation, any custodian, nominee or trustee) who intends to, or who may be under a contractual or legal obligation to, forward this Offer Document, the Acceptance Documents and/or any other related documentation to any jurisdiction outside Ireland and the United States should inform themselves of, and observe, any applicable legal or regulatory requirement of such jurisdictions. Further details in this regard are contained in paragraph 7 of Part 2 of Appendix 1.

This Offer Document does not constitute an offer to sell or invitation to purchase any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities, in any jurisdiction in contravention of applicable law. In particular, this Offer Document is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent an exemption from, or in a transaction not subject to, registration under the Securities Act of 1933, as amended (the “Securities Act”). The release, publication or distribution of this Offer Document in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this Offer Document is released, published or distributed should inform themselves about and observe such restrictions.

This Offer Document (including any information incorporated by reference in this Offer Document), oral statements made regarding the Offer, and other information published by MariaDB, Bidco, K1 or any member of the K1 Group contain statements which are, or may be deemed to be, “forward looking statements.” Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which any member of the K1 Group (including, after closing of the Offer, any of MariaDB and its subsidiaries and subsidiary undertakings (the “MariaDB Group”)) shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this Offer Document relate to K1, any member of the K1 Group’s (including, after closing of the Offer, any member of the MariaDB Group) future prospects, developments and business strategies, the expected timing and scope of the Offer, the potential failure to satisfy conditions to the completion of the Offer due to the failure to receive a sufficient number of tendered MariaDB Shares in the Offer, the failure to obtain necessary regulatory or other approvals, the outcome of legal proceedings that may be instituted against the K1 Group and/or others relating to the Offer; or, consistently the possibility that competing offers will be made; potential adverse reactions or changes to

business relationships resulting from the announcement or completion of the Offer; significant or unexpected costs, charges or expenses resulting from the Offer; negative effects of this announcement or the consummation of the proposed acquisition on the market price of MariaDB’s Shares; and if the Offer is completed, potential failure to realize the expected benefits of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes,” “estimates,” “will look to,” “would look to,” “plans,” “prepares,” “anticipates,” “expects,” “is expected to,” “is subject to,” “intends,” “may,” “will,” “shall” or “should” or their negatives or other variations or comparable terminology. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in global, political, economic, business, competitive, and market conditions and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither K1, Bidco nor any member of the K1 Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Offer Document shall actually occur. The forward looking statements speak only as of the date of this Offer Document. All subsequent oral or written forward looking statements attributable to any of K1 and all of its affiliates, including K5 (as defined below) (the “K1 Group”), or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. K1 and the K1 Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, interested (directly or indirectly) in 1% or more of any class of relevant securities of MariaDB, all “dealings” in any “relevant securities” of MariaDB (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by not later than 3:30 p.m. (New York time) on the “business day” following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of MariaDB, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all “dealings” in “relevant securities” of MariaDB by MariaDB or Bidco, or by any of their respective “associates” must also be disclosed by no later than 12:00 p.m. (New York time) on the “business day” following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel by telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

No statement in this Offer Document is intended as a profit forecast or estimate for any period and no statement in this Offer Document should be interpreted to mean that earnings or earnings per share for K1, Bidco, Meridian TopCo LLC (“Topco”) or MariaDB, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for K1, Bidco, Topco or MariaDB, respectively. No statement in this Offer Document constitutes an asset valuation.

K1 and Bidco reserve the right, with the consent of the Irish Takeover Panel and MariaDB, to elect to implement the acquisition of the MariaDB Shares by way of a scheme of arrangement of MariaDB under the Companies Act 2014. In such event, the scheme of arrangement will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments (including to statutory voting requirements) to reflect the change in method of implementing the Offer.

This Offer Document, together with all information incorporated into this Offer Document by reference to another source, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, will be made available on K1’s website (https://k1.com/meridian-offer-update/). Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Offer Document.

Any MariaDB Shareholder may request a copy of this Offer Document in hard copy form by contacting the Information Agent. Any written requests must include the identity of the MariaDB Shareholder and any hard copy documents will be posted to the address of the MariaDB Shareholder provided in the written request. A hard copy of this Offer Document will not be sent to MariaDB Shareholders unless requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the offer should be in hard copy form.

Pursuant to Rule 14d-3 under the US Exchange Act, Bidco has filed with the SEC a Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement on Schedule TO (as amended, the “Schedule TO”), of which this Offer Document forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by Bidco with the SEC, are available on the SEC website at www.sec.gov. Additional copies of this Offer Document, the related letter of transmittal issued with this Offer Document for use by holders of MariaDB Shares which constitutes the form of acceptance for the offer for the purposes of the Irish Takeover Rules (the “Letter of Transmittal”) and other materials related to the Offer may also be obtained for free from the Information Agent.

Certain figures included in this Offer Document have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix 6 contains the definitions of certain terms used in this Offer Document and in the Acceptance Documents. All references to “US$,” “dollars,” “US dollars” “$” or “USD” or are to the legal currency of the United States.

If you wish to tender all or a portion of your MariaDB Shares to Bidco in the Offer, you must do the following:

We are not providing for guaranteed delivery procedures. Therefore, MariaDB Shareholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC.

If you accepted the Unlisted Unit Alternative prior to Bidco’s exercise of its Rollover Withdrawal Right or if you purport to accept the Unlisted Unit Alternative after Bidco's exercise of its Rollover Withdrawal Right using the version of the Letter of Transmittal disseminated on 24 May 2024 (each as defined in Appendix 6), your election will be deemed an election for the Cash Offer and the consideration payable in respect of each tendered MariaDB Share will be settled in cash in accordance with the terms of the Cash Offer. If you wish to withdraw such acceptance, you must deliver a written notice of withdrawal with the required information to the Exchange Agent during the Offer Period.

Questions or requests for assistance may be directed to Georgeson LLC, the Information Agent for the Offer, at the address and telephone numbers set forth in this Offer Document. Additional copies of this Offer Document, the related Letter of Transmittal and other materials related to the Offer may be obtained at no cost to MariaDB Shareholders from the Information Agent. Additionally, copies of this Offer Document, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

For legal reasons, the Information Agent’s contact numbers listed at the front of this Offer Document will only be available to assist you with information contained in this Offer Document. Advice on the merits of the Offer cannot be provided nor may any financial advice be given. Calls may be monitored for quality control purposes.

This Offer Document and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

The following are some of the questions you, as a holder of MariaDB Shares, may have and answers to those questions. You are advised to read carefully the remainder of this Offer Document and all of the Appendices referred to herein, plus the accompanying Acceptance Documents.

Under the terms of the Offer, which is subject to the satisfaction (or where applicable, waiver) of the conditions and further terms set out in Appendix 1 to this Offer Document and in the Letter of Transmittal, MariaDB Shareholders will be entitled to receive:

for each MariaDB Share: US$0.55 in cash.

The Offer is being made by Bidco. Bidco was formed under the laws of Delaware, USA, and established specifically for the purpose of making the Offer. Further details in relation to Bidco and the financing of the Offer are described in Appendix 2.

Bidco is seeking to acquire all of the issued and to be issued MariaDB Shares. According to MariaDB, there were 69,038,054 MariaDB Shares outstanding as of 13 June 2024 (being the latest practicable date).

The Cash Offer of US$0.55 represents a premium of approximately:

Bidco has, in its sole discretion, exercised its Rollover Withdrawal Right. Accordingly, the Unlisted Unit Alternative provided for in the Offer Document dated 24 May 2024 has lapsed, no Topco Rollover Units (as defined in Appendix 6) will be issued and the consideration payable in respect of each tendered MariaDB Share will be settled in cash in accordance with the terms of the Cash Offer.

All previous elections for the Cash Offer will remain unchanged. All elections for the Unlisted Unit Alternative that were not withdrawn prior to the date of this Offer Document will be deemed elections for the Cash Offer. Any person that tenders MariaDB Shares has the right to withdraw such MariaDB Shares at any time until the Expiration Time. Any purported elections for the Unlisted Unit Alternative following the date of this Offer Document will also be deemed elections for the Cash Offer.

Promptly after the Expiration Time, Bidco will accept all MariaDB Shares validly tendered and not properly withdrawn prior to the Expiration Time. Rule 14e-1(c) under the US Exchange Act requires that an offeror in a tender offer either pay the consideration offered or return the securities tendered “promptly” after the withdrawal or termination of the tender offer, and as a result the Closing Date will be no later than three Business Days following the expiration date of the Offer. For further information in relation to the conditions to the Offer, please refer to Part 1 of Appendix 1.

Bidco will deliver the cash consideration for your validly tendered and not properly withdrawn MariaDB Shares by depositing the cash with the Exchange Agent, which will act as your agent for the purpose of receiving the Offer consideration from Bidco and transmitting such consideration to you.

The MariaDB Board has, as required under the Irish Takeover Rules, due to conflicts of interest, recused itself from taking part in the formulation and communication of advice on the Offer to MariaDB Shareholders. Instead, IBI Corporate Finance, which has been appointed as independent financial advisor to MariaDB under Rule 3 of the Irish Takeover Rules, has, in that capacity, taken responsibility for considering the Offer and formulating an appropriate recommendation to be made to MariaDB Shareholders.

As described in the Firm Announcement and as is described in the First Response Circular/Schedule 14D-9 (as amended), IBI Corporate Finance has concluded, in the context of the background to and reasons for recommending the Cash Offer set out therein that the terms of the Cash Offer are fair and reasonable and it would recommend that MariaDB Shareholders should accept the Cash Offer.

A description of the reasons for IBI Corporate Finance’s approval of the Cash Offer is set forth in the First Response Circular/Schedule 14D-9. All shareholders should carefully read the information set forth in the First Response Circular/Schedule 14D-9.

As further defined in Part 1 of Appendix 1 of this Offer Document, the Offer is conditional on valid acceptances being received by Bidco (and not being withdrawn) by not later than the Acceptance Cut-off Time (or such later time(s) and/or date(s) as Bidco may: (i) with the consent of the Irish Takeover Panel (to the extent required) or in accordance with the Irish Takeover Rules; and (ii) subject to the US tender offer rules, determine) in respect of MariaDB Shares Affected representing not less than 80% (or such lower percentage as Bidco may decide) in nominal value of the Maximum MariaDB Shares Affected, which carry, or if allotted and issued, or reissued from treasury would carry, not less than 80% (or such lower percentage as Bidco may decide) of the voting rights attaching to the Maximum MariaDB Shares Affected. This percentage may be reduced at the discretion of Bidco, subject to certain limitations including (i) that Bidco may only reduce such percentage prior to the Acceptance Unconditional Time, (ii) the percentage may not be reduced to below 50% of the MariaDB Shares Affected without the consent of the Irish Takeover Panel and (iii) the requirement that the Offer remain open for at least five business days after the announcement of such change. Prior to the Acceptance Unconditional Time, Bidco may determine (in its sole discretion and in accordance with the terms described herein), that the Acceptance Condition will be reduced to having received valid acceptances in respect of not less than 50% of the MariaDB Shares Affected by the Acceptance Cut-off Time (unless extended). If such a determination is made, Bidco will promptly announce the revised Acceptance Condition. All other terms of the Offer, including the procedures for MariaDB Shareholders to accept the Offer, would remain the same.

If the Acceptance Condition is met at the Acceptance Unconditional Time (as it may be extended as described herein), Bidco will be required to close the Offer regardless of whether the Acceptance Condition is no longer met at the Expiration Time. This obligation will continue regardless of whether Bidco is no longer in a position to carry out the Buy Out.

MariaDB Shareholders who have accepted should withdraw their acceptances if their willingness to accept the Offer would be affected by the reduction of the Acceptance Condition or by Bidco’s potential inability to carry out the Buy Out.

The Offer is conditional on no regulatory body having decided to take any action or institute any investigation or enquiry or having done or decided to do anything, in each case which would or would reasonably be expected to:

K1 expects that the Offer will be reviewed by one or more regulators once the Offer Document is sent to MariaDB Shareholders. The timing and outcome of such review(s) is currently unknown.

In addition, there are anti-trust/competition law conditions and a condition that MariaDB takes no frustrating actions (within the meaning of Rule 21 of the Irish Takeover Rules), among others. The Irish Takeover Rules require us to obtain the consent of the Irish Takeover Panel before Bidco can invoke any condition to the Offer involving a criterion of materiality. In practice, the Irish Takeover Panel is unlikely to give such consent unless the circumstances underlying the failure of the condition are of material significance to Bidco in the context of the Offer.

The full text of all of the conditions to the Offer is set out in Part 1 of Appendix 1.

The intention of the Acceptance Unconditional Time, and the Post-Acceptance Unconditional Period, is to announce to MariaDB Shareholders that the Acceptance Condition has been met, and that the MariaDB Shares tendered at the Expiration Time will be accepted for exchange. For the avoidance of doubt, Bidco is not required to declare the Offer unconditional as to acceptances until it is satisfied that all other Conditions will be satisfied or waived at the Expiration Time.

Bidco may only take into account acceptances received up to the Acceptance Cut-off Time for the purposes of testing if the Acceptance Condition has been satisfied. Bidco will publicly announce, as set forth in paragraph 3.1 of Part 2 of Appendix 1, the occurrence of the Acceptance Unconditional Time.

This gives MariaDB Shareholders who have not yet tendered the opportunity to do so knowing that the Offer will close, and that if they do not tender they are likely to be subject to the application of the provisions of Sections 456 to 460 of the Companies Act 2014 and the compulsorily acquisition of their MariaDB Shares.

So long as the Offer is declared unconditional as to acceptances at the Acceptance Unconditional Time (as it may be extended as described herein), if acceptances fall below the Acceptance Condition (as it may have been amended or waived, to the extent permitted, on or prior to the Acceptance Unconditional Time) due to withdrawals during the Post-Acceptance Unconditional Period, Bidco will still be required to close the Offer as of the Expiration Time (as it may be extended as described herein). If Bidco declares the Offer to be unconditional as to acceptances, it will deem all remaining Conditions to be satisfied or waived at the Expiration Time. Once the Offer has been declared unconditional as to acceptances, Bidco will be required to close the Offer regardless of whether there are withdrawals during the Post-Acceptance Unconditional Period, through and including the Expiration Time, and regardless of whether Bidco is able to carry out the compulsory acquisition process referenced in the preceding paragraph.

While you have until the Expiration Time to complete your tender, if Bidco cannot determine at the Acceptance Unconditional Time (as it may be extended to no later than the Acceptance Condition Outside Time or otherwise with the consent of the Irish Takeover Panel) that (i) the Acceptance Condition has been satisfied, fulfilled or, to the extent permitted, waived, and (ii) all other Conditions will be satisfied, fulfilled or, to the extent permitted, waived by the Expiration Time, the Offer will lapse and there will be no Post-Acceptance Unconditional Period. Therefore, MariaDB Shareholders are strongly encouraged to tender their MariaDB Shares as soon as possible and prior to the Acceptance Cut-off Time.

In the event the Offer lapses, all MariaDB Shares that have tendered their MariaDB Shares at that time will be returned (together with share certificates where applicable) (by post or such other method as may be approved

by the Irish Takeover Panel), without expense to the tendering shareholder (or, in the case of MariaDB Shares tendered by book-entry transfer into the Exchange Agent’s account at a Book-Entry Transfer Facility, such MariaDB Shares will be credited to an account maintained at such Book-Entry Transfer Facility), as soon as practicable and in any event within three Business Days following the lapse of the Offer.

The Acceptance Unconditional Time may be extended to any date up to the Acceptance Condition Outside Time at the discretion of Bidco, to provide additional time for the Acceptance Condition to be satisfied, fulfilled or, to the extent permitted, waived. Any additional extension beyond the Acceptance Condition Outside Time would require the consent of the Irish Takeover Panel. If the Acceptance Unconditional Time is extended, the Expiration Time of the Offer will also be extended for the same number of days such that the Post-Acceptance Unconditional Period runs for at least fourteen calendar days following the Acceptance Unconditional Time. If the Acceptance Unconditional Time is extended, the Acceptance Cut-off Time will be similarly extended.

Bidco must be satisfied that the Conditions (other than the Acceptance Condition) will be satisfied, fulfilled or, to the extent permitted, waived at the Expiration Time (as it may be extended as described herein) before Bidco will declare the Offer unconditional as to acceptances.

So long as the Offer is declared unconditional as to acceptances at the Acceptance Unconditional Time (as it may be extended as described herein), Bidco will deem all remaining Conditions to be satisfied, fulfilled or, to the extent permitted, waived at the Expiration Time and will be required to close the Offer.

In the event of the Offer lapsing, all MariaDB Shares that have been tendered at that time will be returned (together with the relevant share certificates if applicable) (by post or such other method as may be approved by the Irish Takeover Panel), without expense to the tendering shareholder (or, in the case of MariaDB Shares tendered by book-entry transfer into the Exchange Agent’s account at a Book-Entry Transfer Facility, such MariaDB Shares will be credited to an account maintained at such Book-Entry Transfer Facility), as soon as practicable and in any event within three Business Days following the lapse of the Offer.

Under the Irish Takeover Rules, the Acceptance Condition must be satisfied by the Acceptance Condition Outside Time, unless that time is extended with the consent of the Irish Takeover Panel. Under the Irish Takeover Rules, Bidco must satisfy the remaining Conditions within a further twenty-one calendar days of the Acceptance Condition Outside Time, unless extended with the consent of the Irish Takeover Panel. As a result of a derogation granted by the Irish Takeover Panel, Bidco is not required to declare that the Acceptance Condition has been satisfied, until Bidco is satisfied that the other Conditions will be satisfied, fulfilled or, to the extent permitted, waived by the Expiration Time.

Once Bidco has made that determination, it will declare that the Acceptance Condition has been satisfied and will simultaneously declare that the remaining Conditions will be deemed to be satisfied, fulfilled or, to the extent permitted, waived at the Expiration Time (as it may be extended as described herein). Under the Irish Takeover Rules, once the Acceptance Condition has been satisfied, shareholders must be provided with at least an additional fourteen days to accept the Offer, which fourteen-day period is expected to expire at the Expiration Time (as it may be extended as described herein). MariaDB Shareholders will have withdrawal rights during this additional fourteen-day period. This fourteen-day period must elapse before the Offer can be closed.

The Post-Acceptance Unconditional Period will begin once the Offer has been declared unconditional as to acceptances. The Offer will be declared unconditional as to acceptances if at the Acceptance Unconditional Time Bidco can determine (i) that the Acceptance Condition has been satisfied, fulfilled or, to the extent permitted, waived; and (ii) the Conditions (other than the Acceptance Condition) will be satisfied, fulfilled or, to the extent permitted, waived at the Expiration Time (as it may be extended as described herein). Bidco cannot acquire your MariaDB Shares pursuant to the Offer unless the Offer becomes or is declared unconditional as to acceptances by the Acceptance Unconditional Outside Time, absent approval from the Takeover Panel.

During the Post-Acceptance Unconditional Period, Bidco will have at least fourteen calendar days, but no more than twenty one calendar days, absent approval from the Takeover Panel, to declare the Offer unconditional in all respects. Withdrawal rights will continue for the duration of the Post-Acceptance Unconditional Period.

So long as the Offer is declared unconditional as to acceptances at the Acceptance Unconditional Time (as it may be extended as described herein), if acceptances fall below the Acceptance Condition (as it may have been amended or waived, to the extent permitted, on or prior to the Acceptance Unconditional Time) due to withdrawals during the Post-Acceptance Unconditional Period, Bidco will still be required to close the Offer as of the Expiration Time (as it may be extended as described herein). If Bidco declares the Offer to be unconditional as to acceptances, it will deem all remaining Conditions to be satisfied or waived at the Expiration Time. Once the Offer has been declared unconditional as to acceptances, Bidco will be required to close the Offer regardless of whether there are withdrawals during the Post-Acceptance Unconditional Period, through and including the Expiration Time, and regardless of whether Bidco is able to carry out the Buy Out. For the avoidance of doubt, Bidco is not required to declare the Offer unconditional as to acceptances until it is satisfied that all other Conditions will be satisfied or waived at the Expiration Time.

As such, Bidco and K1 cannot guarantee that it will control MariaDB after the close of the Offer as the number of withdrawals during the Post-Acceptance Unconditional Period may be such that Bidco may not have received sufficient acceptances at the Expiration Time to acquire control of MariaDB (e.g. 50%+ of the issued share capital of MariaDB). However, the K1 Group has received irrevocable undertakings to accept the Offer, or, where Bidco and/or the K1 Group elects to switch to a scheme of arrangement with respect to MariaDB under the Companies Act 2014, vote in favour of the scheme of arrangement under the Companies Act 2014, in respect of, in aggregate, 47,402,907 MariaDB Shares, representing in aggregate approximately 68.66% of the existing issued share capital of MariaDB as of 13 June 2024. The details of such irrevocable undertakings are set out in paragraph 6 “Disclosable Transactions” of the “Special Factors” section of this Offer Document. Notwithstanding the Offer being declared unconditional as to acceptances, Bidco and K1 also cannot guarantee that it will be in a position to carry out the Buy Out, including because the number of withdrawals during the Post-Acceptance Unconditional Period may be such that Bidco may not have received sufficient acceptances at the Expiration Time to carry out the Buy Out under the provisions of Sections 456 to 460 of the Companies Act 2014. To effectuate the Buy Out, Bidco must acquire at least 80% of the MariaDB Shares Affected (i.e. of the issued share capital of MariaDB) as of the Expiration Time.

The last day on which the Offer could become or be declared unconditional in all respects is the Expiration Time, which may be extended until the twenty first day following the start of the Post-Acceptance Unconditional Period, unless the Irish Takeover Panel agrees to a further extension of the Post-Acceptance Unconditional Period.

No. The Offer is not subject to a financing condition. The Offer is being financed through existing resources of K5, as described in paragraph 8 of the Letter from the President of Bidco.

Please refer to paragraph 13 of the Letter from the President of Bidco and Part 3 of Appendix 1 of this Offer Document for instructions on how to accept the Offer.

You will have until the Expiration Time (as it may be extended as described herein) to accept the Offer. We refer to this period, including any extensions, as the Offer Period. You may accept the Offer and withdraw any previous acceptances during the Offer Period.

However, while you have until the Expiration Time to complete your tender, if Bidco cannot determine at the Acceptance Unconditional Time (as it may be extended as described herein) that (i) the Acceptance Condition

has been satisfied, fulfilled or, to the extent permitted, waived, and (ii) all other conditions will be satisfied, fulfilled or, to the extent permitted, waived by the Expiration Time, the Offer will lapse and there will be no Post-Acceptance Unconditional Period. Therefore, MariaDB Shareholders are strongly encouraged to tender their MariaDB Shares as soon as possible and prior to the Acceptance Cut-off Time.

Bidco may extend the Offer Period at any time in its discretion, provided (i) the Pre-Acceptance Unconditional Period may not extend past the Acceptance Condition Outside Time and (ii) the Post-Acceptance Unconditional Period may not be longer than twenty one calendar days, in each case without the consent of the Irish Takeover Panel.

Bidco may also be required to extend the Offer Period under applicable securities laws if it changes the Offer in any material respect. The minimum period during which the Offer must remain open following material changes in the terms of the Offer will depend upon the facts and circumstances then existing, including the materiality of the changes.

Please refer to paragraph 1 of Part 2 of Appendix 1 for more information.

If Bidco extends the Acceptance Unconditional Time and/or the Expiration Time, it will make a public announcement of the extension not later than 8:00 a.m. (New York City time) on the next Business Day following the date on which the Offer is extended.

Please refer to paragraph 3 of Part 2 of Appendix 1 for more information.

Yes. To withdraw an acceptance, you must deliver a written notice of withdrawal with the required information to the Exchange Agent as applicable, at any time during the Offer Period.

Please refer to paragraph 4 of Part 2 of Appendix 1 for more information.

If the Offer becomes or is declared unconditional in all respects and sufficient acceptances have been received at the Expiration Time (and in all cases within four months of 24 May 2024), following closing of the Offer, Bidco intends to apply the provisions of Sections 456 to 460 of the Companies Act 2014 to acquire compulsorily any outstanding MariaDB Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise. To effectuate the Buy Out, Bidco must acquire at least 80% of the MariaDB Shares Affected (i.e. of the issued share capital of MariaDB) as of the Expiration Time.

The latest date by which Bidco may serve notice to apply the provisions of Sections 456 to 460 of the Companies Act 2014 is six months from 24 May 2024.

Notwithstanding the Offer being declared unconditional as to acceptances, Bidco and K1 also cannot guarantee that it will be in a position to carry out the Buy Out, including because the number of withdrawals during the Post-Acceptance Unconditional Period may be such that Bidco may not have received sufficient acceptances at the Expiration Time to carry out the Buy Out under the provisions of Sections 456 to 460 of the Companies Act 2014. In addition, Bidco and K1 cannot guarantee that it will control MariaDB after the close of the Offer as the number of withdrawals during the Post-Acceptance Unconditional Period may be such that Bidco may not have received sufficient acceptances at the Expiration Time to acquire control of MariaDB (e.g. 50%+ of the issued share capital of MariaDB). However, the K1 Group has received irrevocable undertakings to accept the Offer, or, where Bidco and/or the K1 Group elects to switch to a scheme of arrangement with respect to MariaDB under the Companies Act 2014, vote in favour of the scheme of arrangement under the Companies Act 2014, in respect of, in aggregate, 47,402,907 MariaDB Shares, representing in aggregate approximately 68.66% of the existing issued share capital of MariaDB as of 13 June 2024. The details of such irrevocable undertakings are set out in paragraph 6 “Disclosable Transactions” of the “Special Factors” section of this Offer Document.

After the Offer has closed and as soon as it is appropriate and possible to do so, Bidco intends to cause MariaDB to apply for cancellation of the listing of the MariaDB Shares on the NYSE, and to propose a resolution to re-register MariaDB as a private company under the relevant provisions of the Companies Act 2014. De-listing

is likely to reduce significantly the liquidity and marketability of any MariaDB Shares in respect of which the Offer has not been accepted. Following the delisting of the MariaDB Shares from the NYSE, Bidco intends to procure that MariaDB files with the SEC a request that MariaDB’s obligations under the US Exchange Act be terminated if and when MariaDB is eligible to do so.

The cash consideration payable under the Offer will be settled in US dollars. It will not be possible to choose an alternative currency in which to receive the cash consideration payable under the Offer.

If you are the registered owner of your MariaDB Shares and you accept the Offer, you will not have to pay brokerage fees or similar expenses in connection with your acceptance of the Offer. If you own your MariaDB Shares through a broker or other securities intermediary, and your securities intermediary accepts the Offer on your behalf, your securities intermediary may charge you a fee for doing so. You should consult your broker or securities intermediary to determine whether any charges will apply.

A MariaDB Shareholder who is not resident or ordinarily resident or temporarily non-resident in Ireland, and who does not hold the MariaDB Shares in connection with a trade or business carried on in Ireland through a branch or agency, should not be subject to Irish tax on the consideration they receive in respect of the Offer. Other MariaDB Shareholders may have a liability to Irish tax.

For US federal income tax purposes, there will be tax consequences arising in connection with your sale of MariaDB Shares in the Offer. How you will be taxed will depend on a number of factors including, but not limited to, when you acquired the MariaDB Shares and if such MariaDB Shares were acquired pursuant to the exercise of a stock option. The tax implications of participating in the Offer are complex.

Important tax information related to the potential US federal income tax consequences of participation in the Offer is set forth in Section 1.2 (US Federal Income Tax) of Appendix 3. You should consult with your own legal, investment and tax advisors to determine the potential benefits, burdens and other consequences of the Offer particular to you, including the US federal, state, local, non-US and other tax consequences of participating in the Offer.

The above is provided for general information only. For an outline of the material Irish and US federal income tax consequences of the Offer, please see Appendix 3. It is recommended that you consult an appropriate independent adviser in respect of your tax treatment in relation to the Offer.

NONE OF BIDCO OR MARIADB ARE PROVIDING ANY TAX ADVICE, OR GUARANTEEING ANY TAX CONSEQUENCES FOR PARTICIPATION IN THIS OFFER DOCUMENT, AND YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF YOUR PARTICULAR SALE OF MARIADB SHARES TO BIDCO IN, AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF, THIS OFFER DOCUMENT AND THE ACCEPTANCE DOCUMENTS.

K1 and Bidco wish to preserve the flexibility to enable them to elect to implement the acquisition of the MariaDB Shares by way of a scheme of arrangement of MariaDB under the Companies Act 2014. The consent of both the Irish Takeover Panel and MariaDB would be required to do so. K1 and Bidco may consider switching to a scheme of arrangement in the event that they consider that it would enable them to obtain 100% ownership of MariaDB in a shorter timeframe than the Offer.

You may call Georgeson LLC, the Information Agent for the Offer, toll free at (866) 920-4932 from inside the US and +1 (781) 896-6949 for outside the US. See the back cover of this Offer to Purchase for additional contact information for the Information Agent.

From July 2023 through early October 2023, the Company engaged in an outreach to, and was contacted by, third parties regarding potential options to replace, refinance or restructure a loan outstanding in the amount of $15.9 million from the European Investment Bank which was scheduled to mature on 11 October 2023 (the “EIB Loan”). This included outreach by the Company to certain customers, financial institutions, investment banks, private equity firms (including Hale Capital Partners, L.P. (“Hale”)), and investors including current shareholders such as Open Ocean Opportunity Fund I Ky and its affiliates (collectively, “Open Ocean”), and Runa Capital Fund II, L.P., Runa Capital II (GP), Runa Capital Opportunity Fund I, L.P., Runa Capital Opportunity I (GP), and Runa Ventures I Limited (collectively, “Runa”).

From August 2023 through October 2023, the Company engaged in discussions with multiple third parties regarding potential equity financing options to refinance or restructure the EIB Loan and provide the Company with liquidity, including Runa and funds affiliated with Smartfin Management BV (namely Smartfin Capital II CommV and Smartfin Capital NV) (collectively, “Smartfin”), and provided such parties with due diligence information.

On 6 September 2023, following an introduction by an investment bank, Henry Wang, Vice President at K1 and the Company’s Chief Executive Officer, Paul O’Brien, held an initial telephonic conversation as part of K1’s general exploration of opportunities in the enterprise software space. This conversation included a discussion of the funding paths the Company was exploring. No commitment was asked of, or offered by, K1 with respect to the Company’s funding requirements. Mr. O’Brien indicated that the Company would be receptive to K1 maintaining contact with the Company from time to time and Mr. Wang suggested that the parties reconnect in October.

Throughout the period from August 2023 through 5 October 2023, the MariaDB board of directors (the “MariaDB Board”) held meetings via videoconference, including meetings at which Matheson LLP (Irish legal advisor to the Company) (“Matheson”) provided the directors with legal advice regarding their fiduciary duties under Irish law.

On 15 September 2023, Runa publicly announced, in accordance with Rule 2.4 of the Irish Takeover Rules, that on 14 September 2023 it had delivered a letter to the Company which contained a non-binding proposal to acquire 100% of the issued ordinary shares of the Company not owned by Runa at a price of $0.56 per share. Subsequently, on 10 October 2023, Runa announced, in accordance with Rule 2.8 of the Irish Takeover Rules, that it did not intend to make an offer for the Company.

On 10 October 2023, the Company entered into the senior secured promissory note in the original principal amount of $26,500,000 (as amended on 10 January 2024), between MariaDB and RPV, as assigned by RPV to Topco pursuant to a loan purchase agreement between, amongst others, RPV and Topco dated 24 April 2024 (the “RPV Note”) with RPV and used the proceeds to repay the EIB Loan in full. The maturity date of the RPV Note would occur on the earliest of (i) 10 January 2024, (ii) a change of control of the Company, (iii) any breach of any of the documentation relating to the EIB Loan or any demand for repayment of that loan, and (iv) the date on which the RPV Note otherwise became due and payable pursuant to its terms. The terms of the RPV Note restricted the Company, for the period until 10 January 2024, from pursuing or accepting any offer with respect to (x) any recapitalization, reorganization, merger, business combination, purchase, sale, loan, notes issuance, issuance of other indebtedness or other financing or similar transaction or (y) any acquisition by any person or group, which would result in any person or group becoming the beneficial owner of 2% or more of any class of equity interests or voting power or consolidated net income, revenue or assets, of the Company, in each case other than with RPV or Runa. The RPV Note also provided that the number of directors on the MariaDB Board be capped at four persons, and that two of the directors would be persons selected by RPV.

Also on 10 October 2023, promptly following the Company’s entry into the RPV Note, Hal Berenson, Christine Russell, Alex Suh and Theodore Wang resigned from the MariaDB Board and, pursuant to the RPV Note, at the direction of RPV, the Company appointed Yakov “Jack” Zubarev and Michael Fanfant to the MariaDB Board. Mr. Fanfant is a shareholder of Runa, which at the time, beneficially owned approximately 8.00% of the issued ordinary shares in the capital of the Company. As a result, as of 10 October 2023, the members of the MariaDB Board consisted of Mr. Jurgen Ingels, the Chairman of the MariaDB Board, Mr. Paul O’Brien, the Chief Executive Officer of the Company, Michael Fanfant and Yakov “Jack” Zubarev. Mr. Ingels is the

co-founder and managing partner of Smartfin. Various funds affiliated with Smartfin are existing shareholders of the Company. Mr. Ingels and Smartfin were, on 10 October 2023, and are shareholders of the Company. Mr. Ingels and Smartfin beneficially own approximately 8.59% of the issued ordinary shares in the capital of the Company as of 13 June 2024.

On 19 October 2023, Mr. Wang contacted Mr. O’Brien to request further details on the RPV Note. Mr. O’Brien referred K1 to the public press release regarding the RPV Note.

On 23 December 2023, Runa delivered to the Company a written proposal in the form of a draft term sheet providing for (x) the conversion of the outstanding principal and interest under the RPV Note into convertible preferred shares of the Company and (y) a $15 million cash investment by Runa and other third-party investors in exchange for the issuance of convertible preferred shares of a new class in the capital of the Company; provided, that RPV’s fees and expenses associated with the transaction would be credited against and reduce the cash purchase price to be paid by RPV for the convertible preferred shares (the “Potential RP Transaction”). In aggregate, it was expected that convertible preferred shares with an issue price of approximately $45 million would be issued in the Potential RP Transaction. Based on the post transaction pro forma capitalization information delivered by Runa, it was expected that Open Ocean and Smartfin would participate in the cash investment pursuant to the Potential RP Transaction.

On 29 December 2023, the MariaDB Board held a meeting at which the MariaDB Board determined that the Company should seek an extension of the maturity date under the RPV Note for at least 60 days to allow the Company time to evaluate the Potential RP Transaction with legal representatives and unconflicted and unrelated advisors.

On 9 January 2024, the MariaDB Board held a meeting at which Ms. Roya Shakoori, the Company's General Counsel, advised that the Company and the MariaDB Board should not sign the term sheet relating to the Potential RP Transaction, due to the conflicts of interest on the MariaDB Board, without independent advisors.

On 10 January 2024, the parties to the RPV Note agreed to extend the stated maturity date of the RPV Note, together with the restrictive covenants thereunder, from 10 January 2024 to 31 January 2024 to provide the Company with additional time to continue negotiating a recapitalization arrangement with Runa. The Company paid RPV a nonrefundable funding fee of $75,000 relating to this amendment. During January and early February, Mr. Ingels, both in his capacity as a member of the MariaDB Board and as the managing partner of Smartfin, and Gordon Caplan, a representative of Ilya Zubarev (the Chairman & Co-founder of Runa) would discuss from time to time the status of the Potential RP Transaction.

On 11 January 2024, in connection with a visit to the Bay Area by certain members of the K1 team that was unrelated to the Company, Mr. Wang and Sujit Banerjee, Managing Director at K1 Operations, met with Mr. O’Brien to discuss K1’s investment mandate and learn more about the history of the Company.

On 12 January 2024, the MariaDB Board held a meeting via videoconference to discuss the directors' desire to engage independent advisors to evaluate the Potential RP Transaction in light of potential conflicts of interest on the MariaDB Board.

On or around 19 January 2024, in light of the relationship between Company directors Messrs. Fanfant and Zubarev and Runa and RPV and the conflict of interest associated with evaluating and negotiating the Potential RP Transaction, the MariaDB Board formed a special committee the (“Committee”) to evaluate the Potential RP Transaction and alternatives thereto and, ultimately, to make a recommendation to the MariaDB Board. After considering the conflicts of interest of Mr. Fanfant and Mr. Zubarev in light of their relationship to Runa and RPV, of Mr. O'Brien given his position as Chief Executive Officer of the Company, and of Mr. Ingels' due to his relationship with Smartfin, the MariaDB Board appointed Mr. O'Brien and Mr. Ingels to the Committee because each was unrelated to Runa and RPV. The MariaDB Board appointed Mr. Ingels to the Committee because he was unrelated to Runa and RPV and empowered the Committee to engage independent advisors to consider the Potential RP Transaction. The Committee engaged Baker Botts L.L.P. (“Baker Botts”) to serve as legal advisor and KPMG Corporate Finance Limited (“KPMG”) to provide a valuation of the Company’s business in order to enable the Committee to evaluate options available to it in the context of the maturity of the RPV Note.

From 19 January 2024 until 12 March 2024, the Committee met regularly to evaluate the Potential RP Transaction and potential alternative options for the Company and, at the direction of the Committee, Baker

Botts engaged in negotiations with McDermott Will & Emery LLP (“McDermott”), counsel to Runa and RPV, regarding terms and conditions of a Potential RP Transaction. During this time period, the Company, Runa, RPV, Baker Botts, IBI Corporate Finance, Matheson, McDermott, and Runa’s external Irish legal counsel, or some or a combination of each, engaged in discussions regarding the terms and conditions of a Potential RP Transaction and began to exchange draft documentation related to the same.

On 26 January 2024, Hale delivered an unsolicited letter to the members of the Committee setting forth an indicative non-binding offer to acquire the entire issued, and to be issued, share capital of the Company in cash at a per-share price of $0.24 per share (the “First Hale Offer”). According to Hale, its offer implied a total enterprise value of the Company of $69.6 million and an equity value of approximately $16.0 million. Under the Irish Takeover Rules, following receipt of the First Hale Offer, the Company was prohibited, without the prior approval of its shareholders or the consent of the Irish Takeover Panel, from taking certain “frustrating actions” while the MariaDB Board had reason to believe that the making of an offer to acquire the Company is or may be imminent. The frustrating actions’ prohibitions are described in more detail in the Section titled “Frustrating Action” in Item 8. As a result, without the prior approval of the Company’s shareholders or the consent of the Irish Takeover Panel, the Company was prohibited from either: (A) implementing the Potential RP Transaction (or entering into an agreement to do so), or (B) extending the Company’s exclusivity obligations under the RPV Note, which were due to expire on 31 January 2024, unless in either case, (i) the indicative offer was withdrawn (or deemed, with Irish Takeover Panel consent, to have been withdrawn) by Hale or (ii) if the indicative offer were to be publicly announced, Hale did not thereafter announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Irish Takeover Rules by not later than 5:00 p.m., New York City time, on the 42^nd day following the date of such public announcement.

On 31 January 2024, the RPV Note matured and the Company did not pay the outstanding principal, interest, and other applicable fees or charges due and payable on the RPV Note. In addition, the Company and its subsidiaries, as guarantors under the RPV Note, failed to comply with certain other obligations under the RPV Note. This nonpayment and other noncompliance gave rise to events of default under the RPV Note.

On 31 January 2024, the Irish Takeover Panel granted it's consent, as required under the Irish Takeover Rules, to the Company disclosing the First Hale Offer letter, which had not been publicly announced, with RPV and Runa. The Committee proceeded to share the terms of the First Hale Offer with RPV.

On 31 January 2024 the Committee convened a meeting to evaluate the First Hale Offer and the Potential RP Transaction, including the commercial terms that had been agreed in connection with the Potential RP Transaction and legal and strategic risks to the Company in connection with the impending default under the RPV Note. The Committee also explored with counsel process and preparation for commencing proceedings under Chapter 11 of the U.S. bankruptcy code (a “Chapter 11 Process”) in the event no agreement with RPV on a forbearance or the Potential RP Transaction could be reached prior to or at maturity of the RPV Note. At the conclusion of such discussions, the Committee determined to make a recommendation to the MariaDB Board that: (i) the Company reject the First Hale Offer, (ii) the negotiated term sheet regarding the Potential RP Transaction be approved, subject to reaching agreement on the remaining open items, and (iii) the Company should seek a forbearance from RPV until the Potential RP Transaction could be finalized. Shortly thereafter, the MariaDB Board convened a meeting in which the Committee delivered the recommendations described above. The MariaDB Board, having considered the recommendations from the Committee, determined that the First Hale Offer should be rejected and that the Committee should continue to negotiate and finalize the terms of the Potential RP Transaction. Baker Botts then delivered a notice to Hale rejecting the First Hale Offer. Shortly thereafter, Hale delivered to Baker Botts an updated indicative non-binding offer (the “Second Hale Offer” and, together with the First Hale Offer, the “Hale Offer”) whereby Hale reiterated its interest in acquiring the entire issued and to be issued share capital of the Company at the same price of $0.24 per share.

On or around 3 February 2024, the Company re-engaged IBI Corporate Finance from a prior engagement in September 2023, on behalf of the Committee, to act as the Company’s Rule 3 financial advisor under the Irish Takeover Rules in connection with its evaluation of the Potential RP Transaction, the Hale Offer and any other inbound offers.

On 3 February 2024, Tom Godfrey of IBI had a discussion with representatives of Hale to discuss the withdrawal of the Hale Offer.

On 4 February 2024, Mr. Godfrey, in an observer capacity, attended a call between representatives of Hale and Runa where Runa proposed the possibility of participation by Hale in the Potential RP Transaction. On that same day, some or a combination of Mr. Godfrey, Mr. Ingels, Mr. Caplan, and Martin Hale held conference calls to discuss the possible participation of Hale in the Potential RP Transaction and withdrawal of the Hale Offer.

On 5 February 2024, McDermott, delivered a revised term sheet to Baker Botts that added Hale as a $10 million co-investor in the Potential RP Transaction in exchange for convertible preferred shares provided that Hale would withdraw the Hale Offer upon execution of the term sheet by the Company, RPV, and Hale. Under the new terms, the term sheet provided for (x) the conversion of the outstanding principal and interest under the RPV Note into convertible preferred shares of a new class in the capital of the Company and (y) an aggregate anticipated cash investment of $23.5 million from Hale, RPV and other existing shareholders (which was expected to include Open Ocean and Smartfin) in exchange for additional convertible preferred shares with an aggregate issue price of approximately $50 million; provided, that RPV’s fees and expenses associated with the transaction would be credited against and reduce the cash purchase price to be paid by RPV for the convertible preferred shares.

Later that same day, the Company, RPV, and Hale entered into the term sheet and Hale withdrew the Hale Offer. As a result of the withdrawal by Hale of its Hale Offer, the Company was no longer prohibited by the Irish Takeover Rules from entering into the Potential RP Transaction or extending the Company’s exclusivity obligations under the RPV Note. Also on 5 February 2024, the Company and its subsidiaries, as guarantors under the RPV Note, entered a forbearance agreement with RPV (the “Forbearance Agreement”) which provided for, among other things, a forbearance from RPV exercising its rights and remedies under the RPV Note until the earlier of: (i) the execution of a definitive agreement to restructure the Company’s obligations under the RPV Note and any amendment or extension of the RPV Note, (ii) 11:59 pm Pacific Time on 21 February 2024, (iii) the occurrence or existence of certain events of default, (iv) initiation of any action by the Company or its subsidiaries, affiliates, or representatives to invalidate or limit the enforceability of certain provisions of the Forbearance Agreement, (v) a breach of the non-solicitation provisions of the Forbearance Agreement and (vi) the occurrence of certain insolvency events.

Under the terms of the Forbearance Agreement, the Company could not, directly or indirectly, initiate, solicit, take any action to facilitate or encourage any inquiries or making of any proposal or any indication of interest from any person or persons (other than RPV) that may constitute, or could be expected to lead to various transactions, which would include an offer for the Company and the Company agreed that certain additional actions taken by or regarding the Company would constitute an immediate event of default under the Forbearance Agreement, the RPV Note and related security documents, without any notice or grace or cure period. These actions include, among other things, any public announcement by a third party regarding a proposed offer or other transaction with the Company that could result in a change of control. Upon the occurrence of an event of default, RPV had the right to declare the principal of and accrued interest on the RPV Note to be immediately due and payable.

On 15 February 2024, Mr. Banerjee delivered to Mr. Ingels, as chairman of the MariaDB Board, an unsolicited proposal letter whereby K1 indicated its interest in exploring an offer to acquire the entire issued, and to be issued, share capital of the Company at a price of $0.55 per share (the “K1 Proposal”). The proposed per share price represented, according to K1, a 189% premium to the closing stock price on 5 February 2024, the last full trading day prior to the announcement of the entry into the Forbearance Agreement, and a 129% premium to the average closing stock price of the 30 trading day period ending 15 February 2024.

On 15 February 2024 and 16 February 2024, the Committee held meetings to discuss the K1 Proposal and determined that the Company should continue to engage in discussions with K1.

Additionally, on 16 February 2024, K1 publicly announced, in accordance with Rule 2.4 of the Irish Takeover Rules, the K1 Proposal which constituted an immediate event of default under the Forbearance Agreement. As a result, the forbearance period under the Forbearance Agreement terminated on 16 February 2024, allowing RPV the right to declare all principal of and accrued interest on the RPV Note to be immediately due and payable. Interest on amounts due under the RPV Note began to accrue at the default rate of 2% above the otherwise-applicable non-default interest rate of 10%. In response to the announcement, a Notice of Default under the RPV Note was delivered to the Company and McDermott communicated that if the Company did not sign the definitive documentation for the Potential RP Transaction that same day, RPV would foreclose on the

RPV Note and exercise control over the operating account (the “Operating Account”) of Company’s U.S. subsidiary, MariaDB USA, Inc. pursuant to that certain deposit account control agreement (the “Deposit Account Control Agreement”) entered into in connection with the RPV Note, and transfer the funds in the Operating Account to an account controlled by RPV. However, under the Irish Takeover Rules, following receipt of the K1 Proposal, the Company was again prohibited, without the prior approval of its shareholders or the consent of the Irish Takeover Panel, from taking certain “frustrating actions” while the MariaDB Board had reason to believe that the making of an offer to acquire the Company is or may be imminent. As a result, without the prior approval of the Company’s shareholders or the consent of the Irish Takeover Panel, the Company was prohibited from implementing the Potential RP Transaction (or entering into an agreement to do so), unless the K1 Proposal was withdrawn or K1 did not thereafter announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Irish Takeover Rules prior to the expiry of the K1 Offer Period described below.

As a result of the public announcement of the K1 Proposal, K1 was required, under the Irish Takeover Rules, no later than 5:00 pm, New York City time, on 29 March 2024, being the 42^nd day following the K1 announcement (the “K1 Offer Period”), to either (i) announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Irish Takeover Rules; or (ii) announce that it did not intend to make an offer for the Company. The K1 Offer Period would be extended only with the consent of the Irish Takeover Panel at the request of the Company. If K1 did not make an offer for the Company in accordance with Rule 2.7 of the Irish Takeover Rules prior to the expiration of the K1 Offer Period, it would be restricted from making an additional offer for the Company for a period of six months from that time.

On 17 February 2024, affiliates of K1 entered into a non-disclosure agreement with the Company. On the same day, pursuant to the Deposit Account Control Agreement, RPV delivered an activation notice to Bank of America exercising control over the Operating Account and instructing Bank of America to deliver the funds in the Operating Account to an account controlled by RPV. The Operating Account was subsequently unfrozen on 26 February 2024, pursuant to instructions from RPV to Bank of America.

During the period following receipt of the K1 Proposal through 12 March 2024, some or a combination of Mr. O'Brien, in his capacity as the Company's Chief Executive Officer and as a member of the Committee, Conor McCarthy, the Company's Chief Financial Officer, Baker Botts, Matheson, and IBI Corporate Finance held various conversations with, at different times, some or a combination of Mr. Wang, Mr. Banerjee, George Mansour (Partner at K1), Jordan Wappler (Senior Vice President at K1) and Hagop Boyaci (Vice President at K1), Kirkland & Ellis LLP (“K&E”), external legal advisor to K1, A&L Goodbody LLP (“ALG”), external Irish counsel to K1, and Lazard in connection with K1’s possible offer. These conversations included diligence calls with representatives of management and the broader MariaDB team on certain matters, including financial and tax diligence, legal diligence, technology diligence, organizational structure and design, go-to-market strategy, sales pipeline, renewals forecasts and renewal processes. No transaction agreement (or similar) was ever negotiated by K1 or any of the K1 Group with the Company or any representative of the Company. In addition, during the same period, multiple discussions were had among one or more of the aforementioned representatives of (and advisors to) K1, Baker Botts, and McDermott regarding the Company’s financial situation, the terms of a potential bridge loan as well as a possible Chapter 11 Process and associated debtor-in-possession financing.

During the month of February, 2024, various discussions among some or a combination of Mr. Wang and Mr. Banerjee, K&E, ALG, and Lazard, on the one hand, and RPV and McDermott, on the other hand, took place regarding whether there was any potential arrangement between K1 and RPV (or certain of its affiliates) to be entered into in connection with a financing solution for the Company. Ultimately, K1 and RPV did not reach agreement on any such arrangement and such discussions ceased at the end of February.

During late February through late March, Mr. Wang, Mr. Banerjee, Mr. Mansour and Jordan Wappler (Senior Vice President at K1) held various conversations with certain MariaDB Shareholders chaperoned by Lazard to solicit their opinions on the actions and inactions of the MariaDB Board with respect to the K1 Proposal. Certain of those MariaDB Shareholders made clear that while they may be willing to tender into a binding offer from K1, if one were to be made, they did not anticipate taking any other actions in their capacities as MariaDB Shareholders. As part of conversations with MariaDB Shareholders during this period (specifically on or around 19 February 2024), certain MariaDB Shareholders expressed that K1’s non-binding proposal would be more

attractive to them if they were offered the opportunity to participate in a rollover type structure. The aforementioned representatives of K1 did not engage, at this time, on the suggestion of a rollover, but ultimately included such an option (as the Unlisted Unit Alternative) as part of its proposal.

During this same period, each of the Committee and the MariaDB Board held various meetings to discuss the Company’s financial situation and the potential inability of the Company to meet its financial obligations, the possibility of commencing a Chapter 11 Process and the potential outcomes for the Company, and the possibility of consummating a transaction pursuant to the K1 Proposal.

On 20 February 2024, Runa filed a Schedule 13-D/A announcing that it had formed a shareholder “group” with Michael (Monty) Widenius, the Company’s founder and former Chief Technology Officer and who, according to the Schedule 13-D/A beneficially owned approximately 0.6% of the Company’s outstanding ordinary shares. The Schedule 13-D/A disclosed that Mr. Widenius had entered into a letter agreement with Runa, whereby he agreed, among other things, to work exclusively with Runa, Smartfin, and Open Ocean with respect to any transaction with the Company. In exchange for such exclusivity, Runa agreed that Mr. Widenius would be provided the opportunity to invest in any transaction between the Company and Runa that involves any form of financing, acquisition or change of control of the Company, including any acquisition of all or a material portion (5% or more) of the assets or equity of the Company or any of subsidiaries.

On 21 February 2024, Yogesh Gupta, CEO of Progress Software Corporation (“Progress”), contacted Mr. O’Brien to discuss a potential indicative offer from Progress to acquire the Company and, on 1 March 2024, the Company and Progress entered into a non-disclosure agreement.

On 28 February 2024, the Committee held a meeting to discuss the K1 Proposal, including the likely inability of K1 to successfully complete an acquisition of the Company due to lack of support from RV, Smartfin, Open Ocean, and Mr. Widenius, and the possibility of the Company commencing a Chapter 11 Process.

On 4 March 2024, the Committee held a meeting where it discussed that neither the Potential RP Transaction nor the K1 Proposal were actionable at the present time due to, among other things, the restrictions under the Irish Takeover Rules and the perceived inability of K1 to successfully complete an acquisition. The Committee recommended that the MariaDB Board commence the making of preparations, solely as a contingency planning matter, for commencing a Chapter 11 Process (the “Contingency Planning Recommendation”). On 5 March 2024, the MariaDB Board held a meeting to discuss the Contingency Planning Recommendation and directed the Committee to prepare a comparative analysis of the Potential RP Transaction, the K1 Proposal, and a Chapter 11 Process.

On 7 March 2024, KPMG presented its valuation analysis of the Company (the “Valuation”) to the Committee and Mr. Godfrey presented to the Committee IBI Corporate Finance’s analysis comparing the implications on the Company’s shareholders of the K1 Proposal, the Potential RP Transaction, and a Chapter 11 Process (the “IBI Corporate Finance Analysis”). The purpose of the Valuation was to enable the Committee to evaluate options available to the Company in light of the Potential RP Transaction and in the context, and on the basis, of the facts that the Company was in default under the RPV Note, was experiencing severe financial distress as a result of such default and its ongoing cash burn and the exclusivity provision in the RPV Note effectively prohibited the Company from pursuing alternative sources of capital. The Valuation indicated that the Company likely had equity value notwithstanding amounts payable under the RPV Note. The IBI Corporate Finance Analysis stated that neither the Potential RP Transaction nor the K1 Proposal were capable of being executed at that time and that, while there was significant risk associated with a potential U.S. Chapter 11 Process, no other solution was available to the Company at that time. This conclusion was based on the fact that execution of the Potential RP Transaction would have constituted a frustrating action under the Irish Takeover Rules and based on shareholder opposition to the K1 Proposal, it appeared the K1 Proposal was not viable.

On 12 March 2024, prior to any determination with respect to the Potential RP Transaction or the K1 Proposal, the MariaDB Board held a meeting and dissolved the Committee. The MariaDB Board also elected to not renew the terms of Mr. O’Brien’s employment agreement, dated as of 26 May 2023, and Mr. O’Brien’s employment as Chief Executive Officer of the Company was expected to terminate as of 26 May 2024. On 13 March 2024, upon receipt by Mr. O’Brien of a request in writing signed by each of Messrs. Ingels, Fanfant, and Zubarev, the other directors on the MariaDB Board, for him to resign as a director of the Company, Mr. O’Brien’s office as a director of the Company was vacated with immediate effect.

At its 12 March 2024 meeting, the MariaDB Board further resolved to appoint Chris Creger, a Senior Managing Director of FTI Consulting, Inc. (“FTI”) to serve as its Chief Restructuring Officer to primarily assist with an evaluation of the Company’s cash flows, advise on liquidity opportunities and assess operating business and profitability plans. Mr. Creger was formally engaged pursuant to an engagement letter, effective 18 March 2024, between the Company and FTI.

On 21 March 2024, Runa, Michael (Monty) Widenius, Smartfin, Bart Luyten, Jurgen Ingels, Open Ocean, Patrik Backman, and Ralf Wahlsten filed a Schedule 13-D/A announcing that they had formed a group to collectively express their opposition to the K1 Proposal and that on 19 March 2024, Runa, Open Ocean, and Smartfin delivered a letter to the Company in which they stated their opposition to the K1 Proposal because they did not believe the K1 Proposal was in the best interests of the Company or its shareholders.

On 24 March 2024, at the request of Mr. Banerjee and Mr. Mansour, representatives of Lazard held a call with representatives of RPV where such representatives indicated that RPV would be amenable to selling the RPV Note at a premium to K1. K1’s outreach resulted from a failure of the conversations referred to above during the month of February on a potential financing solution for the Company with RPV and, consequently, the RPV Note, the terms of which were likely incompatible with a successful offer from K1.

On 25 March 2024, K1 submitted a proposal to RPV offering to purchase the RPV Note for cash consideration of $50 million, together with $2 million for RPV’s accrued expenses to such point. Following feedback from representatives of RPV that same day, on 26 March 2024, K1 made a revised proposal, offering to purchase the RPV Note for aggregate total consideration (including accrued expenses of RPV) of $65 million. This proposal was delivered to RPV as a non-binding term sheet containing additional provisions, including a release, resignation of the directors appointed by RPV and certain other matters.

On 26 March 2024, Progress publicly announced, pursuant to Rule 2.4 of the Irish Takeover Rules, that it was considering a possible offer for all the issued, and to be issued, share capital of the Company at a value of $0.60 per share (the “Progress Proposal”).

On 28 March 2024, RPV returned to K1 a markup of the term sheet, increasing the proposed consideration for the RPV Note to $67.1 million, among other changes to the term sheet.

On 29 March 2024, at the formal request of the MariaDB Board, the Irish Takeover Panel consented, pursuant to Rule 2.6(c) of the Irish Takeover Rules, to an extension until 5.00 p.m. (New York time) on 12 April 2024 of the K1 Offer Period. A further extension, at the request of the MariaDB Board, was granted by the Irish Takeover Panel on 12 April 2024, which extended the K1 Offer Period until 5:00 p.m., New York City time, on 22 April 2024, and a further extension to 5:00 p.m., New York City time, on 24 April 2024, was granted on 22 April 2024. K1 had requested that the MariaDB Board ask the Irish Takeover Panel for each of these extensions, in order to provide K1 additional time to continue to negotiate the terms of the K1 Proposal.

On 1 April 2024, Mr. Ingels held a call with Mr. Gupta to discuss the background of Progress and the Progress Proposal.

On 1 April 2024, Runa, Michael (Monty) Widenius, Smartfin, Bart Luyten, Jurgen Ingels, Open Ocean, Patrik Backman and Ralf Wahlsten filed a Schedule 13-D/A announcing that on 27 March 2024, they delivered a letter to the Company in which they stated their opposition to the K1 Proposal and the Progress Proposal.

On 4 April 2024, representatives of Smartfin, Open Ocean, and K1 met to discuss the history and background of the Company.

On 5 April 2024, the Irish Takeover Panel granted a derogation from Rules 20.1 and 20.2 of the Irish Takeover Rules to permit K1 to seek irrevocable undertakings from certain Company shareholders prior to the publication of its announcement of a firm intention to make an offer for the Company. On 9 April 2024, at the direction of K1, Lazard began the process of contacting those specified shareholders, in accordance with the terms of the derogation granted by the Irish Takeover Panel which required meetings with those shareholders to be chaperoned by Lazard. During that outreach, certain shareholders expressed a desire to participate in a rollover opportunity, and subsequently the negotiations included discussions of the Unlisted Unit Alternative and whether each Company shareholder wished to elect for that alternative. The negotiation of the irrevocable undertakings to be entered into between K1 and the specific shareholders continued until immediately prior to the release by K1 of the Rule 2.7 announcement on 24 April 2024, of the recommended cash offer to be made

by Bidco, an affiliate of K1, for the entire issued and to be issued share capital of the Company. Company shareholders representing approximately 51.53% of the issued ordinary shares in the capital of the Company as of 24 April 2024 executed irrevocable undertakings on 24 April 2024, each in substantially the same form, with only minor deviations. A description of the form of irrevocable undertaking, such minor deviations, and which shareholders executed irrevocable undertakings, is set forth in the Section titled “Irrevocables” in Item 6 of the Special Factors.

On 9 April 2024 and 11 April 2024, K&E provided McDermott with initial drafts of the documentation required in connection with the purchase of the RPV Note, including a loan purchase agreement. Between 9 April 2024 and 24 April 2024, K&E and McDermott exchange multiple drafts of the loan purchase related documents and held multiple calls to negotiate the terms of such documents. Provisions negotiated included: (i) the scope of certain restrictive covenants, including the standstill, (ii) the terms of the mutual release, (iii) the representations and warranties, (iv) director and officer “tail coverage” and (v) claims that the former noteholder could retain. As part of the negotiations, the final purchase price was agreed upon as approximately $62.4 million plus approximately $4.5 million comprised of accrued interest under the RPV Note and the transaction expenses of RPV. During this time, as part of these negotiations, Mr. Banerjee and Mr. Mansour and K1’s advisors held multiple conversations with representatives of RPV and its advisors to negotiate the terms of the documentation. The final documentation relating to the purchase of the RPV Note by Topco was executed on 24 April 2024. Pursuant to the terms of the RPV Note, Topco exercised its right to appoint two directors to the MariaDB Board. Consequently, Michael Fanfant and Yakov “Jack” Zubarev resigned as directors of the Company with effect from completion of the acquisition of the RPV Note. George Mansour and Jordan Wappler were appointed to the MariaDB Board as the nominees of the new holder of the RPV Note immediately following the release by K1 of the Rule 2.7 announcement on 24 April 2024.

On 19 April 2024, Progress released a subsequent announcement in accordance with Rule 2.4 of the Irish Takeover Rules re-confirming the Progress Proposal and also stating that, in connection with the closing of the transactions contemplated by its offer, Progress would purchase the RPV Note for $40 million, less any amounts attributable to ownership of the Company’s shares.

On 24 April 2024, Bidco, an affiliate of K1, as manager of K5 Private Investors, L.P., made an announcement in accordance with Rule 2.7 of the Irish Takeover Rules of its firm intention to make the Offer (comprising (i) the recommended Cash Offer and (ii) the Unlisted Unit Alternative), the terms of which are described in more detail in the Section titled “Offer” in Item 2. The announcement included that IBI Corporate Finance had concluded that the terms of the Cash Offer were fair and reasonable and it would recommend that the MariaDB Shareholders should accept the Cash Offer.

On 26 April 2024, Runa, Michael (Monty) Widenius, Smartfin, Bart Luyten, Jurgen Ingels, Open Ocean, Patrik Backman, and Ralf Wahlsten filed a Schedule 13-D/A announcing that on 24 April 2024, (i) Runa and Topco entered into the loan purchase agreement and (ii) Bidco announced the terms of the Offer. In connection with the Offer, Runa, Michael (Monty) Widenius, Smartfin, Jurgen Ingels, Open Ocean, and Patrik Backman entered into Deeds of Irrevocable Undertakings in which they each agreed to accept (i) the Offer or alternatively (if Bidco or certain affiliates of Bidco elect to switch to a scheme of arrangement with respect to the Company under the Irish Companies Act 2014) the scheme of arrangement under the Companies Act 2014 and (ii) other than Runa, elect for the Unlisted Unit Alternative. In connection therewith, Runa, Smartfin, Open Ocean, Bart Luyten, Jurgen Ingels, Patrik Backman, Ralf Wahlsten, and Michael (Monty) Widenius entered into a letter agreement in which they agreed to dissolve their group.

On 1 May 2024, the Company engaged Baker Botts to represent the Company in connection with the K1 Proposal and thereafter Baker Botts, Matheson, ALG, and K&E engaged in discussions regarding and exchanged draft documentation to implement the Offer.

On 2 May 2024, Progress announced pursuant to Rule 2.8 of the Irish Takeover Rules that it had no intention to make an offer to acquire the Company.

Following 24 April 2024 until 24 May 2024, K1 obtained additional irrevocable undertakings to accept the Offer from MariaDB Shareholders with respect to an additional 18.09% of the MariaDB Shares Affected (i.e. the issued share capital of MariaDB) as at 13 June 2024.

On 24 May 2024, K1 commenced the Offer and filed its Schedule TO.

On June 17, 2024, Bidco exercised the Rollover Withdrawal Right to withdraw the Unlisted Unit Alternative from the Offer (as such right of withdrawal is described in the Rule 2.7 Announcement) and issued a press release stating the same. No other terms and conditions of the Offer were affected by the exercise of the Rollover Withdrawal Right.

K1 and Bidco retained Lazard Frères to act as sole financial advisor to K1 and Bidco in connection with the Offer and to provide an estimate of the value of the Topco Rollover Units in accordance with Rule 24.11 of the Irish Takeover Rules. Lazard Frères delivered its written valuation to Bidco on 24 May 2024 (the “Estimate of Value Letter”). Bidco has elected to exercise its Rollover Withdrawal Right, and, as a result, the Estimate of Value Letter is no longer applicable to the Offer.

The K1 and Bidco boards of directors selected Lazard as their financial advisor in connection with the Offer based on Lazard’s reputation, qualifications and experience in investment banking and mergers and acquisitions generally and in the software industry specifically, as well as its knowledge of K1’s and Bidco’s business and affairs and the industry in which they operate. Lazard is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Offer.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. Lazard has provided and in the future may provide investment banking and other services to or with respect to K1, Bidco, Topco, or their respective affiliates or portfolio companies, as applicable, for which Lazard may receive compensation; in particular, in the last two years, an affiliate of Lazard was retained by a portfolio company of K1 with respect to a matter that is not active at this time. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of K1, Bidco, Topco, MariaDB and certain of their respective affiliates and portfolio companies, as applicable, for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of K1, Bidco, Topco, MariaDB and certain of their respective affiliates. The issuance of the Estimate of Value Letter was approved by the Opinion Committee of Lazard Frères.

In connection with Lazard Frères’ services as financial advisor and evaluator to K1 and Bidco, K1 and Bidco have agreed to pay Lazard Frères an aggregate fee for such services equal to $1,800,000, $300,000 of which became payable upon delivery of the Estimate of Value Letter, no part of which was contingent upon the conclusions reached in the Estimate of Value Letter, $1,250,000 of which is payable contingent upon the closing of the Offer, with an additional fee of $250,000 payable at the closing of the Offer at the discretion of K1 and Bidco, based on their view of Lazard’s performance and the result of the Offer. In addition, K1 and Bidco agreed to reimburse Lazard Frères for certain expenses incurred in connection with Lazard Frères’ engagement, and K1, Bidco and K5 agreed to indemnify Lazard Frères and certain related persons against certain liabilities that may arise from or related to Lazard Frères’ engagement.

The purpose of the Offer is for Bidco and the K1 Group to acquire control of, and the entire equity interest in MariaDB. The Offer, as a first step in Bidco’s acquisition of MariaDB, is intended to facilitate the acquisition of all of the MariaDB Shares. The purpose of the Buy Out (as defined below) is to acquire all of the MariaDB Shares not purchased pursuant to the Offer and to cause MariaDB to become a wholly owned subsidiary of Bidco.

If the Offer becomes or is declared unconditional in all respects and sufficient acceptances have been received at the Expiration Time, following closing of the Offer, Bidco intends to effect the Buy Out. To effectuate the Buy Out, Bidco must acquire at least 80% of the MariaDB Shares Affected (i.e. of the issued share capital of MariaDB) as of the Expiration Time.

After the Offer has closed and as soon as it is appropriate and possible to do so, Bidco intends to cause MariaDB to apply for cancellation of the listing of the MariaDB Shares on the NYSE, and to propose a resolution to re-register MariaDB as a private company under the relevant provisions of the Companies Act 2014.

We believe that, as a private company, MariaDB will be able to improve its ability to execute initiatives that over time will create additional enterprise value for MariaDB, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, we believe that MariaDB’s management and employees will be able to execute more effectively on future strategic plans. In addition, we will benefit from the savings associated with MariaDB no longer being required to file reports under or otherwise having to comply with provisions of the US Exchange Act. Detriments of the Offer to the K1 Group include the lack of liquidity for MariaDB Shares following the Offer and the risk that MariaDB will decrease in value following the Offer. See paragraph 11 of the Letter from the President of Bidco for further information.

K1 intends to conduct a comprehensive review of MariaDB’s business, operations, capitalization and management following completion of the Transactions. Accordingly, we are not in a position to discuss specific plans and timelines at this time. However, other than as described in this Offer Document (including the immediately following paragraph), we have no present plans or proposals (other than the Buy Out, the delisting and the deregistration, each as described herein) that would relate to or result in (i) any extraordinary corporate transaction involving MariaDB or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any change in the board of directors of MariaDB (the “MariaDB Board”) or management, (iii) any material change in MariaDB’s capitalization or dividend policy, (iv) any other material change in MariaDB’s corporate structure or business or (v) any class of equity securities of MariaDB becoming eligible for termination of registration pursuant to Section 12(g) of the US Exchange Act.

If the Offer is consummated in accordance with its terms, K1 (through Topco) may take certain actions to further stabilize MariaDB’s financial position including (i) making an up to $23 million additional equity investment in MariaDB and (ii) equitizing, cancelling or otherwise eliminating the RPV Note.

If the Offer is consummated, the interest of the K1 Group in MariaDB’s net book value and net earnings would be proportionate to the number of MariaDB Shares acquired in the Offer. If the Buy Out is consummated, the K1 Group’s interest in such items would further increase to 100%, and the K1 Group would be entitled to all benefits resulting from that interest, including all income generated by MariaDB’s operations and any future increase in MariaDB’s value. Former MariaDB Shareholders who accept the Offer would, upon closing of the Offer, have no opportunity to participate in the earnings and growth of MariaDB and would not have any right to vote on corporate matters. Similarly, after the Offer and, if applicable, the Buy Out, the K1 Group, would also bear the risk of losses generated by MariaDB’s operations and any decrease in the value of MariaDB, and those former MariaDB Shareholders who accepted the Offer would not face the risk of losses generated by MariaDB’s operations or decline in the value of MariaDB.

Although we do not believe that net book value is a relevant measure, solely because the same is required for purposes of complying with the requirements of Rule 13e-3 and related rules under the US Exchange Act we have set out the below information relating to net book value.

Assuming all MariaDB Shareholders accept the Offer, if the Offer and subsequent Buy Out is completed, all of the equity interests in MariaDB will be beneficially owned, indirectly through Bidco, by the K1 Group.

The table below sets forth the interests in MariaDB’s net book value and net earnings of the K1 Group immediately after the Offer and subsequent Buy Out, based on MariaDB’s net book value at 31 March 2024 and net earnings for the nine months ended 31 March 2024, as if the Offer and the Buy Out were each completed on such date.

The MariaDB Board has, as required under the Irish Takeover Rules, due to conflicts of interest, recused itself from taking part in the formulation and communication of advice on the Offer to MariaDB Shareholders. Instead, IBI Corporate Finance, which has been appointed as independent financial advisor to MariaDB under Rule 3 of the Irish Takeover Rules, has, in that capacity, taken responsibility for considering the Offer and formulating an appropriate recommendation to be made to MariaDB Shareholders.

As described in the Firm Announcement and as is expected to be described in the First Response Circular/Schedule 14D-9, IBI Corporate Finance has concluded, in the context of the background to and reasons for recommending the Cash Offer set out therein that the terms of the Cash Offer are fair and reasonable and it would recommend that MariaDB Shareholders should accept the Cash Offer.

A description of the reasons for IBI Corporate Finance’s approval of the Cash Offer is set forth in the First Response Circular/Schedule 14D-9. All shareholders should carefully read the information set forth in the First Response Circular/Schedule 14D-9.

Under the SEC rules governing “going-private” transactions, each K1 Filing Party may be deemed to be an affiliate of MariaDB and, therefore, required to disclose certain information and express their belief as to certain matters to MariaDB’s “unaffiliated security holders,” as defined under Rule 13e-3 of the US Exchange Act (the “Unaffiliated Security Holders”). The K1 Filing Parties are making the statements in this “Special Factors” section solely for purposes of complying with the requirements of Rule 13e-3 and related rules under the US Exchange Act. However, the view of the K1 Filing Parties as to the fairness of the Offer is not intended to be and should not be construed as a recommendation to any MariaDB Shareholder as whether they should tender their MariaDB Shares into the Offer. The K1 Filing Parties have interests in the Offer that are different from, and/or in addition to, the Unaffiliated Security Holders, as described elsewhere in this Offer Document.

Other than the estimate of value by Lazard Frères of the Unlisted Unit Alternative, which is no longer applicable to the Offer, the K1 Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Offer to the Unaffiliated Security Holders. However, we believe that the Offer, and the price per MariaDB Share to be paid in the Offer (i.e., the payment of US$0.55 per MariaDB Share, without interest and less any required withholding taxes), is substantively and procedurally fair to the Unaffiliated Security Holders. We base our belief on, among other things, the following factors, each of which, in our judgment, supports the view as to the fairness of the Offer:

We also considered the following uncertainties, risks and potentially countervailing factors in our consideration of the fairness of the terms of the Offer:

We did not find it practicable to assign, nor did we assign, relative weights to the individual factors considered in reaching our conclusion as to fairness. K1 and Bidco’s financial advisor, Lazard, was not asked to and has not delivered, and will not deliver, a fairness opinion to us or any other person in connection with the Offer.

In reaching our conclusion as to fairness, we did not consider the liquidation value or net book value of MariaDB. The liquidation value was not considered because MariaDB (following the purchase of the RPV Note) is a viable going concern and we have no plans to liquidate MariaDB. Therefore, we believe that the liquidation value of MariaDB is irrelevant to a determination as to whether the Offer is fair to Unaffiliated Security Holders. Further, we did not consider net book value, which is an accounting concept, as a factor because we believe that net book value is not a material indicator of the value of MariaDB as a going

concern because it is indicative of historical costs, and therefore is irrelevant to a determination as to whether the Offer is fair to the Unaffiliated Security Holders. We are not aware of any firm offers made by a third party to acquire MariaDB during the past two years (other than the statements of Progress Software Corp. and Runa Capital II (GP) regarding their respective possible offers for MariaDB Shares, each of which did not result in a firm offer). Third-party offers were not considered in reaching our conclusion as to fairness. If the Offer is consummated, the K1 Group intends to retain all MariaDB Shares so acquired in the Offer.

The foregoing discussion of the information and factors considered and given weight by us is not intended to be exhaustive and is not presented in any relative order of importance, but includes the factors considered by us that we believe to be material. Our view as to the fairness of the Offer to the Unaffiliated Security Holders should not be construed as a recommendation to any MariaDB Shareholder as to whether that shareholder should tender MariaDB Shares in the Offer. The K1 Filing Parties attempted to negotiate the terms of a transaction that would be most favourable to them, and not to the Unaffiliated Security Holders, and, accordingly, did not negotiate the terms of the Offer with a goal of obtaining terms that were fair to the Unaffiliated Security Holders.

IBI determined that the Cash Offer was fair and in the best interests of MariaDB and the Unaffiliated Security Holders as described in “Item 4. The Solicitation or Recommendation” of the First Response Circler/Schedule 14D-9 and “Item 8. Fairness of the Transaction” of the Schedule 13E-3 filed by the Company with the SEC.

If the executive officers and directors of the Company tender their MariaDB Shares for purchase pursuant to the Offer, they will receive the cash consideration on the same terms and conditions as the other MariaDB Shareholders.

The following table sets forth (1) the number of MariaDB Shares beneficially owned as of 13 June 2024, by each of the Company’s executive officers and directors and (2) the aggregate cash consideration that would be payable for such MariaDB Shares, based on an offer price of US$0.55 per MariaDB Share.

Immediately following the closing of the Offer, each outstanding stock option to purchase a MariaDB Share (the “Options”), whether vested or unvested, will be automatically cancelled and converted solely into the right to receive an amount in cash equal to (1) the total number of MariaDB Shares subject to the Option immediately

prior to the closing of the Offer multiplied by (2) the excess, if any, of US$0.55 in cash per MariaDB Share (the “Offer Price”) over the per share exercise price of such Option, without interest thereon and less applicable withholding taxes. For the avoidance of doubt, at the closing of the Offer, each Option with a per share exercise price equal to or greater than the Offer Price that is outstanding as of immediately prior to the closing of the Offer shall be cancelled without any consideration and shall be of no further force or effect.

Immediately following the closing of the Offer, each outstanding restricted stock unit with respect to MariaDB Shares (the “RSUs”), whether vested but not yet settled or unvested, will be automatically cancelled and converted solely into the right to receive an amount in cash equal in value to (1) the total number of MariaDB Shares subject to such RSU immediately prior to the closing of the Offer, multiplied by (2) the Offer Price, without interest thereon and less applicable withholding taxes.

While we intend to consummate the Buy Out as soon as practicable after consummation of the Offer, if the Offer is consummated but the Buy Out does not occur, the number of MariaDB Shareholders, and the number of MariaDB Shares that are still in the hands of the public, may be so small that there will no longer be an active or liquid public trading market (or possibly any public trading market) for MariaDB Shares held by MariaDB Shareholders other than the K1 Filing Parties. We cannot predict whether the reduction in the number of MariaDB Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, MariaDB Shares or whether such reduction would cause future market prices to be greater or less than the price paid in the Offer.

After the Offer has closed and as soon as it is appropriate and possible to do so, and subject to the Offer becoming or being declared unconditional in all respects, Bidco intends to cause MariaDB to apply for the cancellation of the listing and trading of the MariaDB Shares on the NYSE. Such cancellation of the listing and trading of MariaDB Shares is likely to reduce significantly the liquidity and marketability of any MariaDB Shares with respect to which the Offer has not been accepted.

Additionally, under NYSE rules, if MariaDB fails to meet certain criteria, the MariaDB Shares could be involuntarily de-listed from the NYSE. Among such criteria are minimum thresholds for (i) the number of holders, (ii) the number of MariaDB Shares publicly held and (iii) the aggregate market value of the MariaDB Shares publicly held. Thus, if we purchase a sufficient number of MariaDB Shares in the Offer, the MariaDB Shares may no longer meet NYSE’s listing requirements, regardless of our intent to voluntarily de-list the MariaDB Shares from the NYSE.

If the NYSE were to delist the MariaDB Shares, it is possible that the MariaDB Shares would trade on another securities exchange or in the over-the-counter market and that price quotations for the MariaDB Shares would be reported by such exchange or other sources. The extent of the public market for the MariaDB Shares and availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly held MariaDB Shares at such time, the interest in maintaining a market in the MariaDB Shares on the part of securities firms, the possible termination of registration of the MariaDB Shares under the US Exchange Act and other factors.

The MariaDB Shares are currently registered under the US Exchange Act. Such registration may be terminated upon application by MariaDB to the SEC if the MariaDB Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the MariaDB Shares under the US Exchange Act would substantially reduce the information required to be furnished by MariaDB to MariaDB Shareholders and to the SEC and would make certain provisions of the US Exchange Act no longer applicable to MariaDB, such as the requirements of Rule 13e-3 under the US Exchange Act with respect to “going private” transactions. If registration of MariaDB Shares under the US Exchange Act were terminated, the MariaDB Shares would no longer be eligible for quotation on NYSE. As soon as the requirements for termination of registration are met, the K1 Filing Parties intend to cause MariaDB to make a filing with the SEC to terminate registration of the MariaDB Shares under Section 12(g)(4) of the US Exchange Act and to suspend MariaDB’s reporting obligations under Section 15(d) of the US Exchange Act.

As further described below, on 24 April 2024, Runa Capital Fund II, L.P., Runa Capital II (GP), Runa Capital Opportunity Fund I, L.P., Runa Capital Opportunity I (GP) and Runa Ventures I Limited and Topco entered into that certain Loan Purchase Agreement (as defined below) pursuant to which Topco purchased from RPV all of RPV’s right, title, and interest in, to and under the RPV Note. The RPV Note entitles the holder thereof to appoint two directors to the MariaDB Board. Following the purchase of the RPV Note, Michael Fanfant and Yakov “Jack” Zubarev resigned as directors of MariaDB with effect from completion of the acquisition of the RPV Note and George Mansour and Jordan Wappler were appointed to the MariaDB Board as the nominees of the new holder of the RPV Note.

On 24 April 2024, RPV, as Agent under, and as defined in the RPV Note and Topco entered into that certain Agency Resignation and Assignment Agreement, pursuant to which, among other things, RPV resigned as Agent under the RPV Note (in such capacity, “Resigning Agent”) and Topco succeeded Resigning Agent as Agent under the RPV Note (in such capacity, “Successor Agent”). Pursuant to the Agency Resignation and Assignment Agreement, at the Effective Time or promptly thereafter, Resigning Agent (i) delivered all Collateral (as defined in the RPV Note) constituting all certificated equity securities that are in the possession of Resigning Agent to Successor Agent; (ii) executed documents necessary to assign its security interest in patents, trademarks and copyrights; (iii) executed documents of assignment with respect to all deposit account control agreements in effect; and (iv) entered into the Irish law Debenture Administrative Agent Substitution Deed.

The Irish law Debenture Administrative Agent Substitution Deed was entered into in respect of the debenture dated 10 October 2023 between RPV (as the administrative agent) and MariaDB (as chargor) (the “Debenture”) pursuant to which MariaDB created security interests over the undertaking and assets of MariaDB in favour of RPV, who held the benefit of the security interests created pursuant to the Debenture on trust for each of the Secured Parties (as defined in the Debenture). The purpose of the Debenture was to secure all liabilities, indebtedness and obligations (monetary (including post-petition interest, costs, fees, expenses and other amounts, whether allowed or not) or otherwise) of MariaDB under the RPV Note or any other document or instrument executed in connection therewith, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due. Pursuant to the Irish law Debenture Administrative Agent Substitution Deed, (i) RPV appointed Topco as the trustee of the trust in the place of RPV, (ii) RPV resigned as the administrative agent appointed under the RPV Note and the Debenture and (iii) RPV assigned and transferred absolutely to Topco all its present and future rights, title, interests, powers, authorities, discretions and indemnities in, amongst others, the Debenture. As such, Topco is party to the Debenture and holds the benefit of the secured assets created pursuant to the Debenture.

On 24 April 2024, MariaDB USA, Inc., RPV, Bank of America, N.A. and Topco entered into that certain Assignment of Deposit Account Control Agreement, pursuant to which RPV assigned to Topco all of RPV’s rights, titles, interests, duties, liabilities and obligations as secured party under the Amended and Restated Deposit Account Control Agreement, dated as of 23 February 2024, to evidence Topco’s security interest in certain deposit account(s) and the funds deposited therein.

On 24 April 2024, RPV and Topco entered into that certain Notice of Succession of Agency and Assignment of Security Interest in Patent Rights, pursuant to which RPV assigned to Topco each of the liens and security interests pledged, collaterally assigned, mortgaged, transferred and granted to, or otherwise created in favor of, RPV under the Patent Security Agreement, dated as of 10 October 2023 in, to and under the Patent Collateral (as defined in the Patent Security Agreement).

On 24 April 2024, RPV, Topco, and, solely for the limited purposes set forth therein, each of Runa Capital II (GP), a Cayman Islands exempted company (“Runa Capital II”), Runa Capital Opportunity I (GP), a Cayman Islands exempted company (“Runa Capital Opportunity”), and Runa Ventures Limited, a Bermuda company (together with Runa Capital II and Runa Capital Opportunity, the “Runa Loan Entities”), entered into that certain Loan Purchase Agreement (the “Loan Purchase Agreement”), filed as Exhibit (d)(2) to the Schedule TO and is incorporated herein, by reference pursuant to which, among other things, Topco purchased from RPV, on such date, all of RPV’s obligations, liabilities, right, title, and interest, in, to and under the RPV Note for $66,852,043.40 in cash.

Mutual Release and Covenants Not to Sue

Effective as of the closing of the purchase of the RPV Note, each of RPV and the Runa Loan Entities, on the one hand, and Topco, on the other hand, on behalf of themselves and certain of their related parties (as described further in the Loan Purchase Agreement), unconditionally and irrevocably released the other party (or parties, as the case may be) and certain of their related parties (as described further in the Loan Purchase Agreement, and including, in the case of the release given by RPV and the Runa Loan Entities, MariaDB and its subsidiaries) from, among other things, all claims, liabilities and causes of action of any kind or nature to the extent arising out of, in connection with, or relating to (i) RPV’s ownership of the RPV Note or status as a holder or note holder thereunder and/or an agent under the RPV Note or any related documents (except, in the case of the release given by Topco, other than any claims against RPV or any Runa Loan Entity pursuant to the Loan Purchase Agreement, which claims were not released) or (ii) any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever arising from, in connection with, or relating to the RPV Note Documents (as defined in the Loan Purchase Agreement) or the transactions contemplated thereby.

Notwithstanding the preceding paragraph, the claims released by RPV, the Runa Loan Entities and certain of their related parties did not include any right or claim of (i) any of them, or increase or expand the obligations of any of them, under or pursuant to any indemnification, exculpation, expense advancement or other rights that any of them may be entitled to, solely in their capacity as a manager, director or officer of MariaDB or any of its subsidiaries, pursuant to applicable law, the organizational documents of MariaDB or any of its subsidiaries, any existing directors’ and officers’ liability insurance policy as in effect on the Closing Date or any replacement of such policy, or certain indemnification agreements entered into by and between MariaDB USA, Inc., on the one hand, and each of the Runa directors, on the other hand, (ii) RPV against Topco pursuant to the Loan Purchase Agreement or (iii) any rights that any of them may have pursuant to Section 37 and Section 38 of the RPV Note (collectively, the “Preserved Claims”).

In addition to the mutual releases described above, each of RPV and the Runa Loan Entities, on the one hand, and Topco, on the other hand, on behalf of themselves and certain of their related parties (as described in the Loan Purchase Agreement), covenanted not to (and to cause their related parties not to) sue or bring, assert or otherwise pursue any allegation, claim, proceeding or other action against the other party (or parties, as the case may be) and certain of their related parties (as described in the Loan Purchase Agreement, and including, in the case of the covenant of RPV and the Runa Loan Entities, MariaDB and its subsidiaries) on the basis of any matters released, regardless of whether such allegation, claim, proceeding or other action is enforceable under, or not prohibited by, applicable law or otherwise.

Non-Interference

Under the terms of the Loan Purchase Agreement, RPV and the Runa Loan Entities, on behalf of themselves and certain of their related parties (as described in the Loan Purchase Agreement), agreed that until the earlier of the date that (x) is three years after the date of the Loan Purchase Agreement and (y) (1) no amounts are due or payable under the RPV Note or any other Note document to Topco or any permitted assignee that is an affiliate of Topco, (2) any person, other than Topco or any of its related parties (as described in the Loan Purchase Agreement) that constitute a group as defined under Rule 13d-5(b)(1) promulgated under the US Exchange Act, acquires relevant securities or other equity securities of MariaDB representing more than fifty percent (50%) of the outstanding debt or equity interests in MariaDB and its subsidiaries and (3) neither Topco nor any of its related parties holds any debt or equity interest in MariaDB and its subsidiaries (such period, the “Restricted Period”), they shall not and shall cause such other persons not to, directly or indirectly through any other person (i) object to, challenge, or commence any legal proceedings against Topco or certain of its related parties with

respect to their acquisition of debt or equity securities in MariaDB or any of its subsidiaries (collectively, the “Contemplated Transactions”), (ii) engage in any action that would reasonably be expected to adversely interfere with, impede, delay, or otherwise affect Topco’s or one of its affiliates’ consummation of any Contemplated Transaction (including by acting alone or in concert with others to seek representation on or to control or influence the management, board of directors or policies of MariaDB or its subsidiaries) (but, without limiting any and all Preserved Claims), (iii) solicit, initiate or knowingly encourage any proposal or offer to MariaDB or its subsidiaries that constitutes or would reasonably be expected to lead to an alternative transaction to any Contemplated Transaction with a person other than Topco or one of its affiliates, (iv) initiate or participate in any communication with third parties with the intention of discouraging or dissuading them from proceeding with any transaction with Topco or one of its affiliates with respect to the debt or equity securities of MariaDB or its subsidiaries, (v) enter into any agreement, purchase agreement, letter of intent, tender agreement, or similar agreement with respect to an alternative transaction to a Contemplated Transaction involving a person other than Topco or one of its affiliates, (vi) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, knowingly facilitate or knowingly encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, any acquisition of any equity interest (or beneficial ownership thereof), or rights or options to acquire any equity interest (or beneficial ownership thereof), any material assets, or any indebtedness or businesses of MariaDB or any of its subsidiaries, or (vii) take any action that would reasonably be expected to result in a request by a court of competent jurisdiction or a governmental authority to disclose, or would reasonably be expected to cause or require Topco, MariaDB or any of their respective related parties to disclose or make a public announcement regarding, any Confidential Information (as defined in the Loan Purchase Agreement) or any matter of the type set forth above.

Notwithstanding the preceding paragraph, none of RPV, any Runa Loan Entity nor any of their related parties (as described in the Loan Purchase Agreement) shall be prevented from disposing of any equity securities of MariaDB after 31 December 2024 or from taking any actions in furtherance thereof, including the solicitation of purchasers for such equity securities (unless the failure by Topco or any of its related parties to acquire such equity securities prior to 31 December 2024 was caused, in any material respect, by the failure of any such person to comply with the restrictions set forth in the preceding paragraph).

Under the terms of the Loan Purchase Agreement, during the Restricted Period, subject to a carve-out for certain actions of portfolio companies, RPV and the Runa Loan Entities, on behalf of themselves and certain of their related parties (as described in the Loan Purchase Agreement), agreed not to, for themselves or on behalf of another person (i) (x) directly or indirectly solicit for employment or knowingly encourage any employee, consultant, adviser, or independent contractor of MariaDB or its subsidiaries who was employed, hired or engaged by MariaDB or its subsidiaries immediately prior to the closing to leave the employment, service relationship or engagement of MariaDB or its subsidiaries, or in any way knowingly interfere adversely with the relationship between MariaDB or its subsidiaries and any such employee, consultant, adviser, or independent contractor who was an employee, consultant, adviser, or independent contractor of MariaDB or its subsidiaries as of the Closing or (y) employ, hire or engage any such person who is or was, at any time within 12 months of such proposed employment, hiring or engagement, employed, hired or engaged by MariaDB or its subsidiaries (provided that the foregoing restriction does not prohibit RPV, the Runa Loan Entities or their related parties from engaging in solicitations for employees, consultants, advisers or independent contractors, so long as such solicitations are general in nature, do not specifically target employees, consultants, advisers or independent contractors of MariaDB or its subsidiaries, and do not result in the employment or engagement of such persons who respond to such general solicitations), (ii) intentionally and actively induce any specific customer, supplier, licensor, licensee, vendor, lessor or other material business relation of MariaDB or its subsidiaries as of the Closing (each a “Business Relation”) to cease doing business with, or otherwise modify adversely the business done with, MariaDB or its subsidiaries or (iii) in any way knowingly and intentionally interfere with the relationship between any specific Business Relation and MariaDB or its subsidiaries that is in effect as of the Closing.

In addition, subject to a carve-out for certain actions of portfolio companies, during the Restricted Period, RPV and the Runa Loan Entities, on behalf of themselves and certain of their related parties (as described in the Loan Purchase Agreement), agreed not to, directly or indirectly, for themselves or on behalf of another person (i) (1) create, develop or otherwise produce or invest in (including by investing in any person but excluding, for clarity,

charitable donations or contributions to, sponsorships or forums of and similar activities involving the MariaDB Foundation or any of its subsidiaries) any open source based SQL database that use or are forked from any portion of the existing source code of the MariaDB Foundation, MariaDB and/or its subsidiaries, including without limitation MySQL, and that are or would reasonably be expected to be competitive with the products or services provided by MariaDB and/or its subsidiaries as of the Closing or (2) use any portion of the existing source code of MariaDB Foundation, MariaDB and/or its subsidiaries as of the Closing to create, develop, or produce a competitive product or service to such products or services provided by MariaDB and its subsidiaries as of the Closing, or (ii) solicit Michael “Monty” Widenius for employment or any consultant, independent contractor or other engagement, or otherwise any commercial relationship, or employ or engage him in any such capacity, or otherwise enter into any commercial agreement or arrangement with him that adversely interferes in any material respect or would reasonably be expected to adversely interfere in any material respect with the relationship between Mr. Widenius and MariaDB or any of its subsidiaries (provided that the foregoing restriction does not prohibit interactions between (x) on the one hand, RPV, the Runa Loan Entities and certain of their related parties (as described in the Loan Purchase Agreement), and, on the other hand, Mr. Widenius, that do not directly or indirectly relate to such employment, consulting, independent contractor or other commercial relationship or (y) on the one hand, Acronis AG, a company organized under the laws of Switzerland (“Acronis AG”), and, on the other hand, Mr. Widenius, so long as none of RPV, the Runa Loan Entities nor their related parties (in each case, other than Acronis AG) causes, directs or actively facilitates or encourages Acronis AG to take any action prohibited by the foregoing restrictions.

The foregoing summary describes the material terms of the Loan Purchase Agreement and is qualified in its entirety by the provisions of the Loan Purchase Agreement, a copy of which has been filed as Exhibit (d)(2) to the Schedule TO which this Offer Document is filed as an exhibit to.

The K1 Group has received irrevocable undertakings to accept the Offer, or, where Bidco and/or the K1 Group elects to switch to a scheme of arrangement with respect to MariaDB under the Companies Act 2014, vote in favour of the scheme of arrangement under the Companies Act 2014, in respect of, in aggregate, 47,402,907 MariaDB Shares, representing in aggregate approximately 68.66% of the existing issued share capital of MariaDB as of 13 June 2024.

These undertakings continue to be binding in the event of a competing offer for MariaDB. If calculated in accordance with the Acceptance Condition calculation method, as of 13 June 2024 (and assuming that there are no further issuances of MariaDB Shares between that date and the closing of the Offer), the irrevocable undertakings represented approximately 68.66% of the number of MariaDB Shares Affected.

Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out below:

Save in respect of the irrevocable undertakings received from Intel Capital Corporation and each of the Runa Equity Holders, each of the irrevocable undertakings shall lapse and cease to have any effect on and from the earliest of the following occurrences:

The irrevocable undertakings received from Intel Capital Corporation and each of the Runa Equity Holders shall lapse and cease to have any effect on and from the earliest of the following occurrences:

No appraisal rights under the Irish Takeover Rules or the Companies Act 2014 will be available to holders of MariaDB Shares with respect to the Offer.

Except as set forth elsewhere in this Offer Document: (i) none of the K1 Group beneficially owns or has a right to acquire any MariaDB Shares or any other equity securities of MariaDB; (ii) none of the K1 Group members has effected any transaction in the MariaDB Shares or any other equity securities of MariaDB during the 60 days prior to the date of this Offer Document; (iii) none of the K1 Group members has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer Document, there have been no transactions between any K1 Group member, on the one hand, and MariaDB or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations, other than as so reported; (v) during the two years before the date of this Offer Document, there have been no contacts, negotiations or transactions between any K1 Group member, on the one hand, and MariaDB or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets; (vi) none of the K1 Group members has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors); (vii) neither Mr. Mansour or Mr. Wappler, in their capacities as directors of MariaDB, has made a recommendation either in support of or in opposition to the Offer and (viii) none of K1 Group members has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining that person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws.

Each of the directors and executive officers of MariaDB will make individual determinations regarding whether to tender their MariaDB Shares in the Offer based upon certain factors and reasons each of them deem individually relevant. MariaDB has informed us that, to the knowledge of MariaDB after reasonable inquiry, each executive officer, director and affiliate of MariaDB who holds MariaDB Shares currently intends, subject to compliance with applicable law, including Section 16(b) of the US Exchange Act, to tender all MariaDB Shares held of record or beneficially owned by such person or entity in the Offer. Smartfin and Mr. Ingels have given irrevocable undertakings to accept the Offer.

The K1 Group has received irrevocable undertakings to accept the Offer, or, where Bidco and/or the K1 Group elects to switch to a scheme of arrangement with respect to MariaDB under the Companies Act 2014, vote in favour of the scheme of arrangement under the Companies Act 2014, in respect of, in aggregate, 47,402,907 MariaDB Shares, representing in aggregate approximately 68.66% of the existing issued share capital of MariaDB as of 13 June 2024.

On 24 April 2024, the Runa Capital Fund II, L.P., Runa Capital II (GP), Runa Capital Opportunity Fund I, L.P., Runa Capital Opportunity I (GP) and Runa Ventures I Limited and Topco entered into that certain Loan Purchase

Agreement pursuant to which Topco purchased from RPV all of RPV’s right, title, and interest in, to and under the RPV Note. The consideration paid by Topco to RPV for the RPV Note was approximately $62.4 million, plus approximately $4.5 million comprised of accrued interest under the RPV Note and the transaction expenses of RPV. The RPV Note entitles the holder thereof to appoint two directors to the MariaDB Board. Following the purchase of the RPV Note, Michael Fanfant and Yakov “Jack” Zubarev resigned as directors of MariaDB with effect from completion of the acquisition of the RPV Note and George Mansour and Jordan Wappler were appointed to the MariaDB Board as the nominees of the new holder of the RPV Note.

The financial interests of K1 and BidCo with regard to the Offer are generally adverse to the financial interests of the MariaDB Shareholders being asked to tender their MariaDB Shares.

The MariaDB Shareholders being asked to tender their MariaDB Shares should be aware that the executive officers and certain directors of the Company have interests in connection with the Offer that present them with actual or potential conflicts of interest. A description of these interests, including the information required to be disclosed pursuant to Item 402(t) of Regulation S-K, is included in the First Response Circular/Schedule 14D-9 under the heading “Item 3—Past Contacts, Transactions, Negotiations and Agreements,” which description and information are incorporated herein by reference.

In considering the fairness of the consideration to be received in the Offer, MariaDB Shareholders should be aware that K1 and its affiliates (including Topco and Bidco) have certain current actual or potential conflicts of interest in connection with the Offer, notably Topco’s ownership of the RPV Note (and its status as MariaDB’s largest creditor as a result thereof). In addition, certain of K1’s employees are also directors of MariaDB, as further described in the First Response Circular/Schedule 14D-9.

You should be aware that aside from their interests as MariaDB Shareholders, the directors and executive officers of the Company may be considered to have interests in the Offer that are different from, or in addition to, those of other shareholders generally. In particular, two of the Company’s directors—George Mansour and Jordan Wappler—are currently employees of K1 and its affiliates.

The Offer is not subject to any financing condition. The cash consideration is being funded through existing resources of K5, which are to be invested by them to fund Bidco pursuant to the equity commitment letter entered into between Bidco and K5 on 24 April 2024 filed as Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference (the “Equity Commitment Letter”).

Assuming all MariaDB Shareholders accept the Offer, the cash consideration payable by Bidco to MariaDB Shareholders, in the aggregate, for all outstanding MariaDB Shares will be approximately $39.9 million as of 13 June 2024.

Total fees and expenses incurred or to be incurred by Bidco in connection with the Offer are estimated as of 13 June 2024 to be as follows:

Officers:

Sujit Banerjee (as President)

Henry Wang (Secretary)

 

24 June 2024

To holders of MariaDB Shares

Dear Shareholder

On 24 April 2024, Bidco made the Firm Announcement. I am writing to you to explain the terms of the Offer, the background to and reasons for making the Offer and the procedures by which you can accept it.

Bidco hereby offers to acquire the entire issued and to be issued share capital of MariaDB on the terms, and subject to the conditions, set out in this Offer Document and in the Acceptance Documents. The Offer values the entire issued and to be issued share capital of MariaDB at approximately US$39.9 million.

The Cash Offer is fully financed, cash confirmed and not conditional on due diligence.

K1 believes that MariaDB provides a mission critical product offering that occupies a strong position within the relational database market with an impressive global customer base across multiple industry sectors.

Having followed the development of the business through time, K1 believes that the Offer for MariaDB is an attractive opportunity given:

Furthermore, as a private company, MariaDB would be able to benefit from a number of advantages including:

Furthermore, MariaDB’s business model and product portfolio aligns with K1’s mandate and proven track record of investing in enterprise software companies providing mission critical products and services with high

recurring revenues, strong retention rates and diversified customer bases. Finally, K1’s operating affiliate, K1 Operations LLC, has a strong track record of supporting management teams in executing operationally focused strategies designed to support the growth, development and profitability of their partner companies.

MariaDB has been in financial distress for an extended period of time, which most recently culminated in the failure to repay the RPV Note initially granted on 10 October 2023. This uncertainty has been reflected in the trading price of MariaDB Shares on the NYSE (the “MariaDB Share Price”) which had traded at an average closing share price of $1.07 between 20 March 2023 (3 months post IPO) and 18 August 2023 (inclusive), before declining significantly and closing at $0.19 on 5 February 2024.

As a result, Bidco believes that the Offer not only delivers a compelling value proposition for MariaDB Shareholders but also represents a relatively certain path forward to realize shareholder value. In summary, the Offer represents:

Finally, K1 and affiliated entities have also acquired the RPV Note which will in turn remedy the current insolvency position of MariaDB in the short-term and ensure the business is put into a sound financial position and in turn make the proposed acquisition viable.

The K1 Group has received irrevocable undertakings to accept the Offer, or, where Bidco and/or the K1 Group elects to switch to a scheme of arrangement with respect to MariaDB under the Companies Act 2014, vote in favour of the scheme of arrangement under the Companies Act 2014, in respect of, in aggregate, 47,402,907 MariaDB Shares, representing in aggregate approximately 68.66% of the existing issued share capital of MariaDB as of 13 June 2024.

K1 is a global investment firm that builds category-leading enterprise software companies and has over $14.9 billion of assets under management. K1 partners with strong management teams of high growth technology businesses to help them achieve successful outcomes. With over 115 professionals, K1 and its operating affiliate, K1 Operations LLC, change industry landscapes with operationally focused growth strategies designed to rapidly scale portfolio companies. Since the inception of the firm, K1 has partnered with over 225 enterprise software companies including industry leaders such as Axcient, Checkmarx, Emburse, Elmo, Granicus, Litera Microsystems, Onit, Reveal-Brainspace, simPRO, Smarsh, and XTM International.

Bidco is a newly formed limited liability company formed in Delaware for the purposes of the Offer and is indirectly wholly owned by K5. Bidco has not traded since its formation, nor has it entered into any obligations, other than in connection with the Offer. The current officers of Bidco are Sujit Banerjee (as President) and Henry Wang (as Secretary).

Topco is a newly formed limited liability company formed in Delaware for the purposes of the Offer and the acquisition of the RPV Note and is directly wholly owned by K5. Topco has not traded since its formation, nor has it entered into any obligations, other than in connection with the Offer and the acquisition of the RPV Note. The current officers of Topco are Sujit Banerjee (as President) and Henry Wang (as Secretary).

Further information on Bidco is set out in paragraph 2 of Appendix 2.

MariaDB, headquartered in California and listed on the NYSE, is a new generation database company whose products are used by companies big and small, reaching more than a billion users through Linux distributions,

downloaded over one billion times, and used across all types of use cases and industries. Deployed in minutes and maintained with ease, MariaDB database products are engineered to support any workload and any scale – all while saving up to 90% of proprietary database costs. MariaDB’s software is the backbone of critical services that people rely on every day.

The cash consideration payable by Bidco pursuant to the Offer is being funded through existing resources of K5, which are to be invested by them to fund Bidco pursuant to the Equity Commitment Letter.

Lazard & Co., Limited, acting as financial adviser to K1 and Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable under the terms of the Offer.

Please see paragraph 3 of Appendix 2 for further information on the financing of the Offer.

Following completion of the Offer, K1 and Bidco intend to work closely with MariaDB in accelerating investment in organic growth opportunities, identifying inorganic growth opportunities to expand the overall size, scale and reach of MariaDB’s solutions and product portfolio as well as focusing on key operational initiatives to position the company for sustainable long-term growth. K1’s emphasis on value-added and long term partnership with MariaDB and focus on sustainable growth and innovation will allow the company to gain several strategic advantages, particularly in a private company context. Such benefits include: (i) the ability to prioritize long term objectives, (ii) greater operating flexibility and ability to more swiftly adapt to market changes and pursue opportunities that align with its long-term vision and (iii) support from a capital partner with over $14.9 billion in assets under management with operational and financial resources to help the company achieve its potential.

If the Offer is consummated in accordance with its terms, K1 (through Topco) may take certain actions to further stabilize MariaDB’s financial position including (i) making an up to $23 million additional equity investment in MariaDB and (ii) equitizing, cancelling or otherwise eliminating the RPV Note.

MariaDB has a team of passionate and talented employees who have worked hard to develop a robust set of products and services that today serve an impressive global customer base. K1 and Bidco intend to accelerate growth, allow high potential employees to develop their own careers and in turn enable the company to realize its full potential.

Following completion of the Offer, K1 and Bidco intend to work with MariaDB’s senior management team to review the operating performance of the business and align on operational best practices to implement in order to accelerate MariaDB’s growth and operating profitability and over the long term, create greater employment opportunities for existing and prospective team members. Following completion of the Transactions, certain corporate functions which have historically been related to MariaDB’s status as a publicly traded company may no longer be required or may be reduced in size to reflect MariaDB ceasing to be a public company.

As of the date of this Offer Document, the result of the review is uncertain, and no firm decisions have been made by K1 and Bidco in relation to specific actions which may be taken. K1 and Bidco do not have any intention of making material changes to the balance of skills and functions of MariaDB and do not expect their review to result in a material headcount reduction in the aggregate once implemented. Any headcount reductions will be carried out in accordance with applicable law.

K1 and Bidco confirm that, where employees of MariaDB have existing employment rights, including pension rights, under applicable law, those rights and agreements will be fully safeguarded in accordance with applicable law following the Offer becoming unconditional to the extent valid and in good standing under applicable law and such underlying agreements are effective. K1 and Bidco look forward to working with MariaDB's employees, customers and other stakeholders following the completion of the Offer.

Following completion of the Offer, K1 and Bidco intend to review the management, governance and incentive structures of MariaDB. K1 and Bidco have not entered into, and have not agreed to nor memorialised any form of incentivisation arrangements with members of MariaDB’s management as of the date of this Offer Document, but may put in place incentive arrangements for certain members of the MariaDB’s management team following completion of the Offer when appropriate under applicable law. No discussions have taken place between K1 and MariaDB management to date in relation to management incentive arrangements.

K1 and Bidco do not have plans to change the locations of business, headquarters or headquarters functions of MariaDB and intend to defer to any such decisions that may have been made by existing management, if any. K1 and Bidco do not intend to redeploy the fixed assets of MariaDB but may, in the future, consider and implement strategic alternatives concerning certain assets owned by MariaDB and locations of the business and headquarters.

MariaDB Shares are currently listed on the NYSE. As set out in paragraph 11, as soon as it is appropriate and possible to do so, applications will be made for the deregistration of the MariaDB Shares under the US Exchange Act and delisting from the NYSE.

The Offer is being extended to any MariaDB Shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) while the Offer remains capable of acceptance, including, without limitation, any MariaDB Shares issued pursuant to the exercise of Options granted pursuant to the Employee Share Plans or pursuant to exercise of the Kreos warrants and/or the MariaDB warrants (the “Warrants”).

Bidco has made proposals to MariaDB Optionholders and MariaDB Warrantholders, as announced on 31 May 2024 and 7 June 2024, respectively. These proposals were made subject to the Offer becoming or being declared unconditional in all respects.

In respect of MariaDB Optionholders, the proposed treatment is as follows:

In respect of MariaDB Warrantholders, the proposed treatment is as follows:

If the Offer becomes or is declared unconditional in all respects and sufficient acceptances have been received at the Expiration Time (and in all cases within four months of 24 May 2024), following closing of the Offer, Bidco intends to apply the provisions of Sections 456 to 460 of the Companies Act 2014 to acquire compulsorily any outstanding MariaDB Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise.

Notwithstanding the Offer being declared unconditional as to acceptances, Bidco and K1 also cannot guarantee that it will be in a position to carry out the Buy Out, including because the number of withdrawals during the Post-Acceptance Unconditional Period may be such that Bidco may not have received sufficient acceptances at the Expiration Time to carry out the Buy Out under the provisions of Sections 456 to 460 of the Companies Act 2014. To effectuate the Buy Out, Bidco must acquire at least 80% of the MariaDB Shares Affected (i.e. of the issued share capital of MariaDB) as of the Expiration Time. In addition, Bidco and K1 cannot guarantee that it will control MariaDB after the close of the Offer as the number of withdrawals during the Post-Acceptance Unconditional Period may be such that Bidco may not have received sufficient acceptances at the Expiration Time to acquire control of MariaDB (e.g. 50%+ of the issued share capital of MariaDB). However, the K1 Group has received irrevocable undertakings to accept the Offer, or, where Bidco and/or the K1 Group elects to switch to a scheme of arrangement with respect to MariaDB under the Companies Act 2014, vote in favour of the scheme of arrangement under the Companies Act 2014, in respect of, in aggregate, 47,402,907 MariaDB Shares, representing in aggregate approximately 68.66% of the existing issued share capital of MariaDB as of 13 June 2024. The details of such irrevocable undertakings are set out in paragraph 6 “Disclosable Transactions” of the “Special Factors” section of this Offer Document.

After the Offer has closed and as soon as it is appropriate and possible to do so, and subject to the Offer becoming or being declared unconditional in all respects, Bidco intends to cause MariaDB to apply for the cancellation of the listing and trading of the MariaDB Shares on the NYSE. Such cancellation of the listing and trading of MariaDB Shares is likely to reduce significantly the liquidity and marketability of any MariaDB Shares with respect to which the Offer has not been accepted.

Bidco intends to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable law to cause the de-registration of the MariaDB Shares under the US Exchange Act as soon as practicable after such delisting.

Following deregistration of the MariaDB Shares under the US Exchange Act and delisting from the NYSE, Bidco intends to procure that MariaDB is re-registered as a private company under the relevant provisions of the Companies Act 2014.

The attention of MariaDB Shareholders is drawn to Appendix 3, which contains a summary, as a general guide only, of certain limited aspects of the Irish and US federal income taxation treatment of acceptance of the Offer. These summaries are not intended to be, and should not be construed to be, legal or taxation advice to any particular MariaDB Shareholder. Any MariaDB Shareholder who, or which, is in doubt as to his, her, or its position or who is subject to taxation in any jurisdiction other than Ireland or the United States is strongly recommended to consult his, her or its own independent professional advisers.

If you hold your MariaDB Shares directly as the holder of record, complete and sign the Letter of Transmittal (either manually or electronically) (or, in the case of a book-entry transfer, deliver an Agent’s Message in lieu of the Letter of Transmittal) that accompanies this Offer Document (which constitutes the form of acceptance for the Offer for the purposes of the Irish Takeover Rules) in accordance with the instructions set forth therein and mail or electronically deliver the Letter of Transmittal with any required signature guarantees and all other required documents to the Exchange Agent. These materials must be delivered to the Exchange Agent prior to the Expiration Time. See Part 3 of Appendix 1 for further details on the procedures for book-entry transfer.

If you hold your MariaDB Shares through a broker, dealer, commercial bank, trust company or other nominee, request your broker, dealer, commercial bank, trust company or other nominee to tender your MariaDB Shares through ATOP prior to the Expiration Time.

We are not providing for guaranteed delivery procedures. Therefore, MariaDB Shareholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours.

The method of delivery of share certificates and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering MariaDB Shareholder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

WHILE YOU HAVE UNTIL THE EXPIRATION TIME TO COMPLETE YOUR TENDER, IF BIDCO CANNOT DETERMINE AT THE ACCEPTANCE UNCONDITIONAL TIME (AS IT MAY BE EXTENDED AS DESCRIBED HEREIN) THAT (I) THE ACCEPTANCE CONDITION HAS BEEN SATISFIED, FULFILLED OR, TO THE EXTENT PERMITTED, WAIVED, AND (II) ALL OTHER CONDITIONS WILL BE SATISFIED, FULFILLED OR, TO THE EXTENT PERMITTED, WAIVED BY THE EXPIRATION TIME, THE OFFER WILL LAPSE AND THERE WILL BE NO POST-ACCEPTANCE UNCONDITIONAL PERIOD. THEREFORE, MARIADB SHAREHOLDERS ARE STRONGLY ENCOURAGED TO TENDER THEIR MARIADB SHARES AS SOON AS POSSIBLE AND PRIOR TO THE ACCEPTANCE CUT-OFF TIME.

For further details on the procedure for tendering MariaDB Shares, please see Part 3 of Appendix 1.

IF YOU HAVE ANY QUESTIONS ABOUT THE PROCEDURE FOR TENDERING MARIADB SHARES, PLEASE CONTACT THE INFORMATION AGENT AT ITS TELEPHONE NUMBER SET FORTH ON THE FRONT OF THIS OFFER DOCUMENT.

The full text of all of the conditions to the Offer is set out in Part 1 of Appendix 1.

Any person that tenders MariaDB Shares will have the right to withdraw such MariaDB Shares at any time until the Expiration Time.

The Offer will not be deemed to have been accepted in respect of any MariaDB Shares which have been validly withdrawn.

This right of withdrawal is equally available to all MariaDB Shareholders.

Further details of this right of withdrawal and the procedure for effecting withdrawals are set out in paragraph 4 of Part 2 of Appendix 1.

Subject to the Offer becoming or being declared unconditional in all respects (except in the case of certain MariaDB Shareholders who are resident in or nationals or citizens of jurisdictions outside Ireland or the United States or who are nominees of, or custodians or trustees for, residents, nationals or citizens of such other jurisdictions (“Overseas Shareholders”) as described in this Offer Document and save to the extent that the Irish Takeover Panel permits any extension of such period) by the Expiration Time (as it may be extended as described herein), settlement of the consideration to which accepting MariaDB Shareholders are entitled under the Offer will be effected promptly and no later than three Business Days after the Expiration Time.

Where an acceptance relates to MariaDB Shares in certificated or registered form, settlement of any cash consideration due will be sent by post (or such other method as may be approved by the Irish Takeover Panel) to the accepting holder or his, her or its appointed agent(s) whose name and address (outside a Restricted Jurisdiction) is set out in the relevant box in the Letter of Transmittal or, if none is set out, to the first named holder at his, her or its registered address (outside of a Restricted Jurisdiction). The cash consideration due will be paid in US dollars and will be effected by the issue of cheques.

Where an acceptance relates to MariaDB Shares in book-entry form held through the Book-Entry Transfer Facility, the cash consideration to which the accepting holder is entitled will be paid in US dollars and will be effected by means of a payment by the Exchange Agent to the Book-Entry Transfer Facility for credit to the account of the participant in the Book-Entry Transfer Facility that tendered the MariaDB Shares for further credit to the account of the accepting holder.

If the Offer lapses or is withdrawn, or if any tendered MariaDB Shares are not accepted for exchange for any reason pursuant to the terms and conditions of the Offer (including if the Offer lapses (i.e., expires before becoming unconditional in all respects)), or if certificates representing such shares are submitted representing more MariaDB Shares than are tendered, certificates representing unexchanged or untendered MariaDB Shares will be returned (by post or such other method as may be approved by the Irish Takeover Panel), without expense to the tendering shareholder (or, in the case of MariaDB Shares tendered by book-entry transfer into the Exchange Agent’s account at a Book-Entry Transfer Facility, such MariaDB Shares will be credited to an account maintained at such Book-Entry Transfer Facility), as soon as practicable and in any event within three Business Days following the lapse or withdrawal of the offer.

Your attention is drawn to the information set out in the rest of this Offer Document, including the appendices.

Yours faithfully,

 

Sujit Banerjee

President

Meridian BidCo LLC

The Offer is subject to the Irish Takeover Rules and applicable US tender offer rules and is subject to the terms and conditions set out in this Offer Document and the Letter of Transmittal. The Offer is governed by the laws of Ireland and the United States and is subject to the jurisdiction of the courts of Ireland and the United States.

The Offer is subject to the following Conditions.

For the purposes of the conditions in Appendix 1:

 other than MariaDB Shares in the beneficial ownership of Bidco on the date the Offer is made;

divest, hold separate, or otherwise dispose of all or any material part of their respective businesses, operations, product lines or assets or property or to prevent or materially delay any of the above;

any class, or any rights or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible or exchangeable securities or issued or transferred, or agreed, authorized or proposed the re-issue of, any shares from treasury;

any adverse change or deterioration, or circumstances which could result in any adverse change or deterioration, in the business, assets, financial or trading position or profits of MariaDB or any member of the MariaDB Group;

For the purposes of this Appendix 1:

“Encumbrance” means any adverse claim or right or third party right or other right or interest, equity, option or right to acquire or right to restrict, any mortgage, charge, assignment, pledge, lien or security interest or repurchase agreement or similar arrangement;

“Expiration Time” means 5:00 p.m. (New York City time) on 23 July 2024, being the date fixed by Bidco as the last time for MariaDB Shareholders to tender their MariaDB Shares in the Offer, unless and until Bidco in its discretion with the consent of the Irish Takeover Panel (to the extent required) or in accordance with the Irish Takeover Rules, shall have extended the Offer Period, in which case the term “Expiration Time” shall mean the latest time and date at which the Offer Period, as so extended by Bidco, will expire;

“Offer Period” means the period from the date this Offer Document is sent to MariaDB Shareholders, up to and including the Expiration Time;

“Wider MariaDB Group” means MariaDB, any member of the MariaDB Group and associated companies (including any joint venture, partnership, firm or company or undertaking in which any member of the MariaDB Group (aggregating their interests) is interested) or any company in which any such member has a substantial interest.

The Offer will lapse unless Bidco determines at the Acceptance Unconditional Time (as may be extended as described herein) that (i) the Acceptance Condition has been satisfied, fulfilled or, to the extent permitted, waived and (ii) the remaining Conditions (other than the Acceptance Condition) will be satisfied, fulfilled or, to the extent permitted, waived at the Expiration Time (as it may be extended as described herein). For the avoidance of doubt, Bidco is not required to declare the Offer unconditional as to acceptances until it is satisfied that all other Conditions will be satisfied or waived at the Expiration Time.

Bidco reserves the right to waive in whole or in part all or any of conditions (b) to (q) (if capable of waiver) to the extent applicable to the Offer or its implementation). Bidco shall not be obliged to waive (if capable of waiver) or treat as satisfied any Condition by a date earlier than the latest time and date for the fulfilment of all Conditions referred to in the previous paragraph, notwithstanding that any other Condition of the Offer may at such earlier date have been waived or fulfilled or that there are at such earlier dates no circumstances indicating that the relevant Condition may not be capable of fulfilment.

In the event that the Offer lapses in any circumstances, the Offer will cease to be capable of further acceptance and Bidco and accepting MariaDB Shareholders will thereupon cease to be bound by prior acceptances. If Bidco is required to make an offer for MariaDB Shares under the provisions of Rule 9 of the Irish Takeover Rules, Bidco may make such alterations to any of the above conditions as are necessary to comply with the provisions of that rule.

Bidco reserves the right for one or more subsidiaries of Bidco or another affiliate owned by K1 from time to time to implement the acquisition of the MariaDB Shares with the prior written approval of the Irish Takeover Panel.

Bidco reserves the right, with the consent of the Irish Takeover Panel and MariaDB, to elect to implement the acquisition of the MariaDB Shares by way of a scheme of arrangement of MariaDB under the Companies Act 2014. In such event, the scheme of arrangement will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments (including to statutory voting requirements) to reflect the change in method of implementing the Offer.

Except where the context requires otherwise, any references in Part 2, and Part 3 of this Appendix 1 and in the Acceptance Documents to:

acceptances of the Offer include deemed acceptances of the Offer;

the Offer becoming unconditional or like wording, means the Offer becoming or being declared unconditional in all respects;

the Offer will mean the Offer and includes any revision, variation, renewal or extension thereto;

the Acceptance Condition means the condition in Part 1 of this Appendix 1;

the Acceptance Cut-off Time means 1:00 p.m. (New York City time) on 9 July 2024, as may be extended by Bidco with the consent of the Irish Takeover Panel (if required) in accordance with the Irish Takeover Rules;

the Offer becoming unconditional as to acceptances means at the Acceptance Unconditional Time, Bidco determines the Acceptance Condition has become, or Bidco declares it to be, satisfied, fulfilled or, to the extent permitted, waived, whether or not any other Condition to the Offer is or remains to be satisfied;

the Offer becoming unconditional in all respects (and similar terms) means all of the Conditions to the Offer (other than the Acceptance Condition) becoming, or being declared, satisfied, fulfilled or, to the extent permitted, waived, whether or not the Acceptance Condition continues to be satisfied, and references to the Offer having become, or having been declared, unconditional in all respects shall be construed accordingly;

a person acting in concert with Bidco is a reference to a person acting, or deemed to be acting, in concert with Bidco for the purposes of the Irish Takeover Rules and/or the Offer;

send, sent or sending or a similar expression in relation to any document, announcement or other information shall include distribution in hard copy form or electronic form or publication on a website in such manner as shall be permitted by the Irish Takeover Rules or otherwise with the Irish Takeover Panel’s consent;

Day 39 means 2 July 2024;

Day 46 means 9 July 2024; and

an extension of the Offer includes an extension of the Acceptance Unconditional Time and/or the Expiration Time.

Unconditional Outside Time. If Bidco cannot determine by the Acceptance Condition Outside Time that (i) the Acceptance Condition has been satisfied, fulfilled or, to the extent permitted, waived, and (ii) all other Conditions will be satisfied, fulfilled or, to the extent permitted, waived by the Expiration Time, the Offer will lapse in the absence of a competing bid and/or unless the Irish Takeover Panel agrees otherwise. If the Offer lapses for any reason, the Offer shall cease to be capable of further acceptance and Bidco and MariaDB Shareholders shall cease to be bound by prior acceptances.

Panel, provided that Bidco complies with the requirements of the Takeover Rules and in particular that notice to this effect is given as soon as possible (and in any event within four Business Days of the date of MariaDB’s announcement) and MariaDB Shareholders (except those resident in Restricted Jurisdictions) are informed in writing at the earliest opportunity.

may be extended as described herein), if acceptances fall below the Acceptance Condition (as it may have been amended or waived, to the extent permitted, on or prior to the Acceptance Unconditional Time) due to withdrawals during the Post-Acceptance Unconditional Period, Bidco will still be required to close the Offer.

and will specify the percentage of MariaDB Shares Affected represented by each of these figures.

agree will state that the Offer has been declared unconditional as to acceptances, the Post-Acceptance Unconditional Period has begun and the Offer will remain open until the Expiration Time, which shall be a period of not less than fourteen calendar days after the end of the Pre-Acceptance Unconditional Period.

the value of the consideration offered compared with the consideration or terms previously offered or in the overall value received and/or retained by a MariaDB Shareholder. The acceptance by or on behalf of a previous acceptor will, subject as provided in this paragraph 5 and paragraph 7 of this Part 2 be deemed an acceptance of the revised offer and will constitute the separate appointment of each of Bidco and any director or executive officer of, or other person authorised by Bidco as his, her or its true and lawful attorney and/or agent with authority (in the attorney's or agent's sole discretion):

In making any election and/or acceptance, the attorney and/or agent will take into account the nature of any previous acceptance(s) or election(s) made by or on behalf of the previous acceptor and other facts or matters he may reasonably consider relevant. The attorney and/or agent shall not be liable to any MariaDB Shareholder or any other person in making such election and/or acceptance or in making any determination in respect thereof. Any such revision will be made in accordance with paragraph 5.5 of this Part 2.

may be approved by the Irish Takeover Panel) promptly after the Offer lapsing or being withdrawn, at the risk of the MariaDB Shareholder in question, to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in the relevant box in the Letter of Transmittal or, if none is set out, to the first named holder at his or her registered address (outside a Restricted Jurisdiction); and

by announcement or by paid advertisement in a newspaper or newspapers published and circulated in Ireland and the United States. The notice will be deemed to have been sufficiently given, despite any failure by an MariaDB Shareholder to receive or see that notice. A reference to a notice or the provision of information in writing by or on behalf of Bidco is to be construed accordingly.

necessary formalities and the payment of any issue, transfer, or other taxes due in such jurisdiction. Each overseas person will be responsible for any such issue, transfer or other taxes and duties or other payments due in any overseas jurisdiction in respect of his acceptance of the Offer by whomsoever they are payable and shall indemnify and hold harmless K1, Bidco, Lazard, the Exchange Agent and all persons acting on behalf of any of them in respect of such issue, transfer or other taxes and duties or other payments which they or their agents may be required to pay.

If you are an overseas person and you are in any doubt about your position, you should consult your independent financial advisor in the relevant jurisdiction.

Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt as to your position, you should consult your professional adviser in the relevant territory.

If you hold your MariaDB Shares directly as the holder of record, complete and sign the Letter of Transmittal (either manually or electronically) (or, in the case of a book-entry transfer, deliver an Agent’s Message in lieu of the Letter of Transmittal) that accompanies this Offer Document (which constitutes the form of acceptance for the Offer for the purposes of the Irish Takeover Rules) in accordance with the instructions set forth therein and mail or electronically deliver the Letter of Transmittal with any required signature guarantees and all other required documents to the Exchange Agent. These materials must be delivered to the Exchange Agent prior to the Expiration Time. See paragraph 1.2 below for further details on the procedures for book-entry transfer.

If you hold your MariaDB Shares through a broker, dealer, commercial bank, trust company or other nominee, request your broker, dealer, commercial bank, trust company or other nominee to tender your MariaDB Shares through ATOP prior to the Expiration Time.

We are not providing for guaranteed delivery procedures. Therefore, MariaDB Shareholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours.

WHILE YOU HAVE UNTIL THE EXPIRATION TIME TO COMPLETE YOUR TENDER, IF BIDCO CANNOT DETERMINE AT THE ACCEPTANCE UNCONDITIONAL TIME (AS IT MAY BE EXTENDED AS DESCRIBED HEREIN) THAT (I) THE ACCEPTANCE CONDITION HAS BEEN SATISFIED, FULFILLED OR, TO THE EXTENT PERMITTED, WAIVED, AND (II) ALL OTHER CONDITIONS WILL BE SATISFIED, FULFILLED OR, TO THE EXTENT PERMITTED, WAIVED BY THE EXPIRATION TIME, THE OFFER WILL LAPSE AND THERE WILL BE NO POST-ACCEPTANCE UNCONDITIONAL PERIOD. THEREFORE, MARIADB SHAREHOLDERS ARE STRONGLY ENCOURAGED TO TENDER THEIR MARIADB SHARES AS SOON AS POSSIBLE AND PRIOR TO THE ACCEPTANCE CUT-OFF TIME.

If you are a registered holder of MariaDB Shares in electronic, book-entry form or certificated form and wish to tender your MariaDB Shares pursuant to the Letter of Transmittal:

entitled Special Payment and Issuance Instructions or the box entitled Special Delivery Instructions on the Letter of Transmittal; or (ii) if MariaDB Shares are tendered for the account of a financial institution that is a member of the Security Transfer Agent Medallion Signature Program or by any other “eligible guarantor institution”, as such term is defined in Rule 17Ad-15 under the US Exchange Act (each of the foregoing being referred to as an “Eligible Institution”).

If you hold your MariaDB Shares through a broker or other securities intermediary in book-entry form through the Book-Entry Transfer Facility (that is, you hold your MariaDB Shares in a brokerage or custodian account and through a clearing system):

In addition, each participant in the Book-Entry Transfer Facility and other securities intermediary will establish its own cut-off date and time to receive instructions to tender MariaDB Shares in the Offer, which may be earlier than the Expiration Time. You should contact the broker or other securities intermediary through which you hold MariaDB Shares to determine the cut-off date and time applicable to you.

If you are in any doubt as to the procedure for acceptance or if you require additional copies of this Offer Document or the Letter of Transmittal, please call the Information Agent toll-free at (866) 920-4932 or from outside the United States at +1 (781) 896-6949. Please note that, for legal reasons, the Information Agent will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of this Offer Document. MariaDB Shareholders may also contact their brokers, dealers, banks, trust companies or other nominees for assistance concerning the Offer.

Without prejudice to the terms of the Letter of Transmittal and the provisions of Parts 1 and 2 of this Appendix 1, by executing the Letter of Transmittal or delivering an Agent’s Message to the Exchange Agent:

The information incorporated by reference is considered to be part of this Offer Document, and information that MariaDB files later with the SEC will automatically update and supersede information included or previously incorporated by reference into this Offer Document from the date MariaDB files the document containing such information. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer Document. Except to the extent furnished and not filed with the SEC pursuant to Items 2.02 or 7.01 of Form 8-K or as otherwise permitted by the SEC rules, we incorporate by reference the documents listed below, and such documents shall be deemed to be incorporated by reference into this Offer Document and to be a part of this Offer Document from the respective dates of filing thereof.

These documents are available free of charge on the SEC’s website. A person who has received this Offer Document may request a copy of such information in hard copy form (hard copies will not otherwise be provided) by contacting:

Meridian BidCo LLC

875 Manhattan Beach Blvd.

Manhattan Beach, CA 90266

+1 (800) 310-2870

 

Or, in Ireland:

 

A&L Goodbody LLP

3 Dublin Landings

North Wall Quay

Dublin 1

Ireland

Save as has been publicly announced by MariaDB or as may be disclosed in this Offer Document, the investment committee of K1 (the “K1 Responsible Persons”) are not aware of any material change in the financial or trading position of MariaDB which has occurred since 31 March 2024 (the date to which the latest published Quarterly Report (including MariaDB’s quarterly accounts) on Form 10-Q was prepared). Such Form 10-Q was filed with the SEC on 15 May 2024.

The MariaDB summary consolidated financial data for the years ended September 30, 2023 and 2022 and the six months ended March 31, 2024 and 2023 that follow are extracted from, and should be read in conjunction with, the consolidated financial statements and notes thereto contained in the MariaDB Annual Report and the MariaDB Quarterly Report. The consolidated financial statements of MariaDB and its subsidiaries are prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). More comprehensive financial information is included in such reports (including management’s discussion and analysis of financial conditions and results of operations) and other documents filed by MariaDB with the SEC, and the following is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. Copies of such reports and other documents may be examined at or obtained from the SEC in the manner set forth above.

Consolidated Statements of Financial Position Data:

Net Book Value Per Share. MariaDB’s net deficit per share as of March 31, 2024 was $(0.86).

All MariaDB Shareholders are encouraged to review the First Response Circular/Schedule 14D-9 carefully and in its entirety before deciding whether to tender their MariaDB Shares.

Since formation on 28 March 2024, Bidco and Topco have not traded or been engaged in any activities other than those relating to their formation and to the Offer and, in the case of Topco only, the acquisition of the RPV Note, nor published any accounts.

Bidco and Topco do not have any material earnings, assets or liabilities other than those described in this Offer Document in connection with the Offer and the financing of the Offer. In the event that the Offer is declared unconditional in all respects and there is full acceptance of the Offer by MariaDB Shareholders, the earnings, assets and liabilities of MariaDB will comprise the consolidated earnings, assets and liabilities of the Topco Group (including Bidco) at that time.

The boards of directors and the officers of each of MariaDB, Bidco and Topco are not aware of any current ratings or outlooks publicly accorded to MariaDB, Bidco or Topco by any credit ratings agencies, or of any changes made to previous ratings or outlooks during the Offer Period.

The following sections contain a general discussion of the material tax consequences of the Offer.

The following is a general summary of the material Irish tax considerations applicable to certain beneficial holders of MariaDB Shares. The summary is based upon Irish tax laws and the practice of the Irish Revenue Commissioners in effect on the date of this Offer Document. Changes in law and/or administrative practice may result in alteration of the tax considerations described below, possibly with retrospective effect.

The summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and holders of MariaDB Shares should consult their own tax advisors about the Irish tax consequences (and the tax consequences under the laws of other relevant jurisdictions) of this offering, including the acquisition, ownership and disposal of the MariaDB Shares and the Offer. The summary applies only to shareholders who hold MariaDB Shares as capital assets and does not apply to other categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes, charities, tax-exempt organisations, financial institutions, and shareholders who have, or who are deemed to have, acquired MariaDB Shares by virtue of an Irish office or employment (performed or carried on in Ireland). Such persons may be subject to special rules.

A MariaDB Shareholder who is resident or ordinarily resident in Ireland for tax purposes (an “Irish Holder”), or who holds their MariaDB Shares in connection with a trade or business carried on by such person in Ireland through a branch or agency, may be subject to Irish tax on any gain realized on the disposal of their MariaDB Shares in accordance with the Offer.

Holders of MariaDB Shares that (i) in the case of individual holders, are not resident, ordinarily resident or domiciled in Ireland under Irish taxation laws; and (ii) in the case of holders that are companies, are not resident in Ireland under Irish taxation laws (each, a “Non-Irish Holder”) will not be subject to Irish tax on any gain realized on the disposal of their MariaDB Shares in accordance with the Offer, unless such shares are used, held or acquired for the purposes of a trade or business carried on by such shareholder through a branch or agency in Ireland.

A Non-Irish Holder who is an individual and who is temporarily non-resident in Ireland may, under Irish anti-avoidance legislation, be subject to Irish tax on any gain realized on a disposal of the MariaDB Shares in accordance with the Offer during the period in which such individual is non-resident.

No Irish stamp duty will be payable by the MariaDB Shareholders on the disposition of their MariaDB Shares in accordance with the Offer.

THE IRISH TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH MARIADB SHAREHOLDER SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF THE MARIADB SHARES AND THE OFFER.

The following discussion summarizes certain material US federal income tax consequences that are generally applicable to MariaDB Shareholders who are “US holders” (as defined below) for US federal income tax purposes who participate in the Offer. This discussion is based on the Code, administrative pronouncements, published rulings, judicial decisions, existing and proposed Treasury Regulations and interpretations of the foregoing, all as of the date of this Offer Document. All of the foregoing authorities are subject to change (possibly with retroactive effect) and any such change may result in US federal income tax consequences to a

MariaDB Shareholder that are materially different from those described below. No opinion of counsel or ruling the IRS has been or will be sought with respect to the matters described below. Important Note: If you are a citizen or tax resident or subject to the tax laws of more than one country, you should be aware that there might be additional or different tax and social insurance consequences that may apply to you.

The tax consequences of participating in the Offer are based on complex laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. There is no guarantee that the IRS or other tax authorities will agree with MariaDB’s or Bidco’s interpretation of the tax consequences of participating in the Offer, and participation in the Offer may result in an adverse tax result to you that may be different than what is stated in this Offer Document. MariaDB Shareholders should consult their own tax advisors as to that risk and the manner in which they will report the receipt of purchase price for MariaDB Shares in the Offer.

The following discussion does not purport to be a full description of all US federal income tax considerations that may be relevant to a MariaDB Shareholder in light of such MariaDB Shareholder’s particular circumstances. Furthermore, this discussion does not address the US federal income tax considerations applicable to MariaDB Shareholders subject to special rules, such as former US citizens or long-term residents, persons who own (or are treated as owning) 10 percent or more of MariaDB’s stock (by vote or value), traders in securities that elect to use a mark-to-market method of accounting, individual retirement accounts or tax-deferred accounts, brokers, dealers in securities or currencies, persons holding shares in connection with a hedging transaction, “straddle,” conversion transaction or a synthetic security or other integrated transaction, persons who are not US holders (as defined below), and persons whose “functional currency” is not the US dollar, any tax consequences to holders of MariaDB Shares subject to special rules under US federal income tax laws, including, for example, banks or other financial institutions, insurance companies, regulated investment companies, real estate investment trusts, mutual funds, partnerships, or other entities or arrangements treated as pass-through entities for US federal income tax purposes, MariaDB Shareholders who hold MariaDB Shares as other than a capital asset, or MariaDB Shareholders whose MariaDB Shares are, or were, subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code) or who received MariaDB Shares in connection with the performance of services. In addition, this discussion does not include any description of the tax laws of any state, local or non-US government or any US tax laws other than US federal income tax law (such as estate, gift or other tax laws), or a discussion of the alternative minimum tax (except to the limited extent discussed below), Medicare contribution tax on net investment income, the provisions of the Code commonly referred to as the Foreign Account Tax Compliance Act or “FATCA” (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto) or the special tax accounting rules under Section 451(b) of the Code. For purposes of this discussion in Appendix 3, a “US holder” means a MariaDB Shareholder that for US federal income tax purposes is treated as any of the following: