NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

This announcement contains inside information

6 August 2018

RECOMMENDED SHARE AND CASH OFFER FORARTILIUM PLC BY

PARETEUM CORPORATION

Filing of Definitive Proxy Statement, Timetable Update and Announcement of Profit Forecasts and Quantified Financial Benefits Statements

On 7 June 2018, the respective Boards of Pareteum Corporation ('Pareteum') and Artilium plc ('Artilium') announced the terms of a recommended share and cash offer by Pareteum for the issued and to be issued share capital of Artilium not already owned by Pareteum (the 'Acquisition'). On 12 July 2018, Pareteum announced that, in connection with the Acquisition, it had filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the 'SEC').

Filing of Definitive Proxy Statement

On 3 August 2018, Pareteum filed the definitive proxy statement ('Proxy Statement') with the SEC, and on or around 8 August 2018 intends to mail it to Pareteum stockholders of record. A copy of the Proxy Statement is available at:

https://www.sec.gov/Archives/edgar/data/1084384/000114420418041940/tv500110_defm14a.htm

Timetable Update

Pursuant to the filing of the Proxy Statement, the Pareteum stockholders meeting to approve the Acquisition is being convened for 13 September 2018. Pareteum and Artilium still expect the scheme of arrangement document to be posted to Artilium shareholders in August 2018 and the effective date of the scheme, in line with previous announcements, is still expected to be in September 2018. The Artilium general and court meetings in relation to the scheme of arrangement are expected to be convened for shortly after the Pareteum stockholders meeting. The scheme document will contain a full anticipated timetable with respect to the Acquisition.

Profit Forecasts and Quantified Financial Benefits Statements

Within the Proxy Statement, and as further detailed in the appendix to this announcement, certain projections and financial measures of performance (variously covering Adjusted EBITDA, Gross Profit, Net Income, Basic EPS and Diluted EPS) have been published in respect of Pareteum and Artilium. Certain of these figures will also be included in Pareteum's announcement of its second quarter 2018 results, and an updated investor presentation in respect of the Acquisition, both due to be published today.

These technically constitute 'profit forecasts' for the purposes of Rule 28 of the City Code on Takeovers and Mergers (the 'Code'), and accordingly either (as relevant) (a) have been reported on by Squar Milner LLP ('Squar Milner') and Jefferies International Limited ('Jefferies') or (b) are subject to 'directors' confirmations' by the directors of Pareteum/Artilium (as relevant) pursuant to Rule 28.1(c)(i) of the Code.

Within the Proxy Statement, and as further detailed in the appendix to this announcement, certain statements were also included regarding estimated cost synergies arising from the Acquisition. These statements will also be included in Pareteum's announcement of its second quarter 2018 results, and the updated investor presentation in respect of the Acquisition. These statements technically constitute 'quantified financial benefit statements' for the purposes of Rule 28 of the Code, and accordingly have been reported on by Squar Milner and Jefferies.

Please see the appendix to this announcement for further details of the profit forecasts and quantified financial benefit statements, together with the reports from Squar Milner and Jefferies. Each of Jefferies and Squar Milner has given and not withdrawn its consent to the inclusion of its reports in this announcement in the form and context in which they are included.

In accordance with Rule 26.1 of the Code, a copy of this announcement, the Pareteum second quarter 2018 results announcement, the reports from Jefferies and Squar Milner referred to above and the updated investor presentation in respect of the Acquisition will be made available on the website of Pareteum at www.pareteum.com/investors by no later than 12 noon (London time) on the business day following this announcement.

For further information please contact:

Enquiries:

Pareteum

Denis McCarthy, SVP Corporate Development

Alexander Korff, Company Secretary

Edward O'Donnell, Chief Financial Officer

Tel: +1 (212) 984 1096

Jefferies (Financial adviser to Pareteum)

(UK) Simon Brown

(US) Timothy Roepke

Jeffrey Snyder

Tel: +44 (0)20 7029 8000

Tel: +1 (212) 284 2300

Artilium

Jan-Paul Menke, Non-Executive Chairman

Bart Weijermars, Chief Executive Officer

Rupert Hutton, Chief Finance Officer

Tel: +32 (0) 5023 0300

finnCap Ltd (Financial adviser under Rule 3 of the Code, Nominated Adviser and broker to Artilium)

Jonny Franklin-Adams

Henrik Persson

Anthony Adams

Tel:+44 (0)20 7220 0500

Dealing Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

No Offer or Solicitation

This Announcement is provided for informational purposes only and does not, and is not intended to, constitute, or form part of, an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

The transaction referred to above will be implemented solely by means of a scheme document (the 'Scheme Document') and accompanying forms of proxy (or, in the event that the transaction is to be implemented by means of a takeover offer, a takeover offer document), which will contain the full terms and conditions of the transaction. Any vote in respect of the transaction and related matters should be made only on the basis of the information contained in the Scheme Document. This Announcement does not constitute a prospectus or a prospectus equivalent document.

Forward-looking statements

This Announcement may include forward-looking statements within the meaning of Section 27A of the US Securities Act and Section 21E of the US Exchange Act with respect to the financial condition, results of operations and business of Pareteum, Artilium or the combined group and certain plans and objectives of Pareteum with respect thereto . Forward-looking statements are based on current expectations and projections about future events. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Pareteum's actual results may differ materially from those discussed herein, or implied by, these forward-looking statements. Forward-looking statements are generally identified by words such as 'believe,' 'expect,' 'hope,' 'anticipate,' 'target,' 'intend,' 'estimate,' 'plan,' 'goal,' 'aim,' 'project,' 'should,' 'will,' 'may,' 'would,' 'could,' 'continue,' 'likely' or the negative or plural of such words and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. The statements that contain these or similar words should be read carefully because these statements discuss Pareteum's future expectations, contain projections of Pareteum's future results of operations or of Pareteum's financial position, business strategy, short-term and long-term business operations and objectives, financial needs and other 'forward-looking' information. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, without limitation: the risk that the Acquisition is not completed on a timely basis or at all; the ability to integrate Artilium into Pareteum's business successfully and the amount of time and expense spent and incurred in connection with the integration; the possibility that competing offers will be made; the risk that the economic benefits and other synergies that Pareteum management anticipates as a result of the Acquisition are not fully realized or take longer to realize than expected; the risk that certain risks and liabilities associated with the Acquisition have not been discovered; the risk that the approval of Artilium shareholders of the Acquisition or the approval of Pareteum stockholders of the Pareteum Stockholder Resolution may not be obtained or that other Conditions of the Acquisition will not be satisfied; changes in global or local political, economic, business, competitive, market and regulatory forces; changes in exchange and interest rates; changes in tax and other laws or regulations; future business combinations or disposals; operating costs, customer loss and business disruption (including difficulties in maintaining relationships with employees, customers or suppliers) occurring prior to completion of the Acquisition or if the Acquisition is not completed at all; changes in the market price of shares of Pareteum or Artilium; and changes in the economic and financial conditions of the businesses of Pareteum or Artilium.

The foregoing does not represent an exhaustive list of risks. Additional factors are described in the Proxy Statement and Pareteum's public filings with the SEC. Moreover, Pareteum operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for Pareteum's management to predict all risks, nor can Pareteum assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Pareteum may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Announcement may not occur and actual results could differ materially and adversely from those anticipated or implied in the information in this Announcement.

Any forward-looking statements in this Announcement are not guarantees of future performance, and actual results, developments and business decisions may differ from those contemplated by those forward-looking statements, possibly materially. Accordingly, you should not place undue reliance on any such forward-looking statements. All forward-looking statements included in this Announcement are based on information available to Pareteum management on the date of such information. Except to the extent required by applicable laws or rules, neither Pareteum nor Artilium undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to Pareteum or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Announcement.

Important Additional Information Regarding the Transaction Will Be Filed With the SEC

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales (in particular, Part 26 of the Companies Act 2006). A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act and is exempt from the registration requirements under the US Securities Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable to schemes of arrangement under the laws of England and Wales involving a target company in England listed on AIM, which are different from the disclosure and other requirements of a US tender offer and US securities laws.

It may be difficult for US holders of Artilium Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Acquisition, since Artilium is incorporated under the laws of a country other than the US, and some or all of its officers and directors may be residents of countries other than the US, and most or all of the assets of Artilium are located outside of the US. US holders of Artilium Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in this Announcement, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If Pareteum exercises its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and securities laws and regulations, including the exemptions therefrom. In accordance with normal UK practice, Pareteum or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Artilium Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

INVESTORS AND SECURITY HOLDERS OFPARETEUMARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ACQUISITION THAT PARETEUMWILL FILE WITH THE SEC WHEN SUCH MATERIALS BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PARETEUM, THE PROPOSED ISSUANCE OF THE NEW PARETEUMSHARES AND THE ACQUISITION.The Proxy Statement and other relevant materials in connection with the proposed issuance of the New Pareteum Shares and the Acquisition (when they become available), and, if required, the registration statement/prospectus and other documents filed by Pareteum with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at Pareteum's website, www.pareteum.com, or by contacting Pareteum's Investor Relations department in writing at 1185 Avenue of the Americas, 37th floor, New York, NY 10036, United States of America, or by e-mail at InvestorRelations@pareteum.com.

To the extent Pareteum effects the acquisition of Artilium as a scheme of arrangement under the laws of England and Wales, the New Pareteum Shares to be issued in the acquisition will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Artilium will advise the Court that its sanction of the scheme of arrangement will be relied upon by Artilium and Pareteum as an approval of the scheme of arrangement following a hearing on its fairness to Artilium shareholders at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the scheme of arrangement and with respect to which notification has been given to all Artilium shareholders. In the event that Pareteum determines to effect the Acquisition pursuant to a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to the New Pareteum Shares that would be issued in the Acquisition. In this event, Artilium Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Pareteum's contact for enquiries identified above. Neither the SEC nor any U.S. state securities commission has approved or disapproved of the New Pareteum Shares to be issued in connection with the Acquisition, or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Pareteum disclaims any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the transaction referred to above will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

Participants in the Solicitation

Pareteum and its directors, officers, employees and agents may be considered participants in the solicitation of proxies from Pareteum's stockholders in respect of the Acquisition, including the issuance of shares of Pareteum's common stock in relation to the Acquisition. Information about Pareteum's directors and executive officers is set forth in Pareteum's Annual Report on Form 10-K for the year ended December 31, 2017 which was filed with the SEC on March 30, 2018, and Pareteum'sproxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on July 27, 2017. Other information regarding potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement and other relevant documents when they become available.

General

A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Pareteum's website atwww.pareteum.com/investors, and Artilium's website atwww.artilium.com/investors. For the avoidance of doubt, the contents of that website are not incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Jefferies on +44 (0)20 7029 8000. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

Important notices

Jefferies International Limited ('Jefferies'), which is authorised and regulated by the Financial Conduct Authority (the 'FCA') in the United Kingdom, is acting exclusively for Pareteum as financial adviser and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than Pareteum for providing the protections afforded to clients of Jefferies, or for providing advice in connection with the Acquisition, the content of this Announcement or any matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

finnCap, which is authorised by and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser under Rule 3 of the Code, nominated adviser and broker to Artilium and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Artilium for providing the protections afforded to clients of finnCap, or for providing advice in connection with the Acquisition, the content of this Announcement or any matter referred to herein. Neither finnCap nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this Announcement, any statement contained herein or otherwise.

APPENDIX

Profit Forecasts and Quantified Financial Benefits Statements

Reference is made to pages 45-46 of Pareteum's Proxy Statement (an extract of which is set out below (the 'Extract')), where certain projections and financial measures of performance (variously covering Adjusted EBITDA, Gross Profit, Net Income, Basic EPS and Diluted EPS) have been published in respect of:

(a) Pareteum on a standalone basis for the financial year ending 31 December 2018 (labelled '(a)' below, the 'Pareteum Standalone 2018 Profit Forecasts');

(b) Pareteum on a standalone basis for the financial years ending 31 December 2019, 31 December 2020, 31 December 2021 and 31 December 2022 (labelled '(b)' below, the 'Pareteum Standalone Extended Profit Forecasts');

(c) Artilium for the 12 month periods ending 31 December 2018, 31 December 2019, 31 December 2020, 31 December 2021 and 31 December 2022 (labelled '(c)' below, the 'Artilium Standalone Profit Forecasts');

(d) Pareteum and Artilium on a combined basis, for the financial years ending 31 December 2019, 31 December 2020, 31 December 2021 and 31 December 2022, without reflecting estimated cost synergies or non-cash or other purchase accounting adjustments (labelled '(d)' below, the 'CombinedProjections').

Each of these technically constitute 'profit forecasts' for the purposes of Rule 28 of the Code.

EBITDA is a non-GAAP financial measure defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP measure defined as EBITDA excluding one-time, non-recurring and non-cash items and stock-based compensation expense. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Artilium's financials were adjusted by Pareteum's management and calendarized to December 31 and converted to U.S. Dollars.

Statements were also included in the Proxy Statement regarding estimated cost synergies arising from the Acquisition (labelled '(e)' below, the 'Quantified Financial Benefits Statements').

The Pareteum Standalone 2018 Profit Forecasts, Pareteum Standalone Extended Profit Forecasts, Artilium Standalone Profit Forecasts, Combined Projections and Quantified Financial Benefits Statements (together the 'Financial Projections') were prepared by Pareteum's management in connection with Pareteum's consideration and evaluation of the Acquisition, and in order to provide a basis for discussions (including adjusting for this purpose certain financial measures of performance of Artilium prepared by Artilium), which Pareteum's management provided to the directors of Pareteum ('Pareteum Directors') and to Jefferies. The Financial Projections were included in Pareteum's Proxy Statement to comply with Pareteum's obligations under US federal and state laws to give Pareteum stockholders access to certain non-public information that was made available to the Pareteum Board for the purpose of considering and evaluating the Acquisition and to Jefferies for the purposes of performing its financial analyses in connection with rendering its fairness opinion.

The inclusion of this information should not be regarded as an indication that the Pareteum Board, Pareteum, or Jefferies considered, or now considers, the Financial Projections to be material information of Pareteum.

The Financial Projections are subjective in many respects and thus subject to interpretation. While presented with numerical specificity, the Financial Projections reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to Pareteum's and Artilium's respective businesses, all of which are difficult to predict and many of which are beyond Pareteum's or Artilium's control. Many of the assumptions reflected in the Financial Projections are subject to change and none of the Financial Projections reflect revised prospects for Pareteum's or Artilium's respective businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such financial information was prepared. Pareteum's management has not updated, nor does Pareteum's management intend to update or otherwise revise, the Financial Projections. There can be no assurance that the results reflected in any of the Financial Projections will be realized or that actual results will not materially vary from the Financial Projections. In addition, the Financial Projections cover multiple years and such information by its nature becomes less predictive with each successive year. Therefore, the inclusion of the Financial Projections in the Proxy Statement should not be relied on as necessarily predictive of actual future events nor construed as financial guidance.

Neither Pareteum's nor Artilium's independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Pareteum Standalone Extended Profit Forecasts, Artilium Standalone Profit Forecasts or Combined Projections (the 'Unreported Projections'), nor have they expressed any opinion or any other form of assurance on the Unreported Projections or the achievability of the results reflected in the Unreported Projections, and they assume no responsibility for, and disclaim any association with, the Unreported Projections. The reports set out below of Squar Milner, as reporting accountants to Pareteum, and Jefferies, as financial adviser to Pareteum, relate to the Pareteum Standalone 2018 Profit Forecasts and Quantified Financial Benefits Statements, and do not extend to the Unreported Projections and should not be read to do so.

Extract:

The following table presents a summary of Financial Projections with respect to Pareteum on a standalone basis:

Pareteum Financial Projections
For the Years Ended December 31

2018E

2019E

2020E

2021E

2022E

(USD in millions)

Revenue

24.0

43.3

65.3

91.4

123.3

Adjusted EBITDA

4.8

(a)

13.0

(b)

21.1

(b)

32.3

(b)

43.6

(b)

Pareteum (Standalone Basis) Unlevered Free Cash Flow

(4.0)

(1)

2.8

5.1

11.3

17.0

(1) For the nine-month period April 2018 through December 2018.

The following table presents a summary of Financial Projections with respect to Artilium on a standalone basis:

Artilium Financial Projections
For the Years Ended December 31

PF 2017 (1)

2018E

2019E

2020E

2021E

2022E

(USD in millions)

Revenue

23.6

25.0

31.6

39.4

46.2

51.9

Adjusted EBITDA

1.3

2.3(c)

4.2

(c)

6.9(c)

9.8

(c)

12.3(c)

Artilium (Standalone Basis) Unlevered Free Cash Flow

(2.0)

(2)

3.5

2.6

4.9

6.3

(1) Pro forma reflecting the acquisition of Interactive Digital Media GmbH.

(2) For the nine-month period April 2018 through December 2018.

Based on the foregoing estimates for Pareteum and Artilium, Pareteum's management estimated the pro forma FY2018 revenues of the combined company as $49.0 million, excluding the impact of purchase accounting adjustments.

Pareteum's management also estimated cost synergies of approximately $4.8 million(e) to result from the Acquisition for the one-year period from the anticipated date of closing. Cost synergies expected to result from the Acquisition include reduced SG&A expenses and headcount reductions.

In addition, Pareteum made a statement in connection with its first quarter 2018 results, which was disclosed as a profit forecast in the Offer Announcement. For information regarding the statement and related assumptions, see Appendix IV to the Offer Announcement, attached as Annex I to this proxy statement.

Supplemental Illustrative Presentation of Certain Financial Projections

The following table, which was prepared for illustrative purposes in connection with this proxy statement, presents a summary of Financial Projections for the period indicated below with respect to Pareteum and Artilium, each on a standalone basis, and estimated cost synergies and the sum totals of such amounts, based on certain assumptions, including that the Acquisition was completed on January 1, 2018 but without reflecting non-cash or other purchase accounting adjustments:

Financial Projections
For the Year Ended December 31, 2018

Pareteum

Artilium

Cost Synergies(1)

Total

(USD in millions)

Revenue

$

24.0

$

25.0

$

49.0

Cost of Goods Sold

(6.7

)

(11.1

)

0.5

(17.3

)

Gross Profit

17.3

(a)

13.9(c)

0.5

(e)

31.7

Operating Expenses

(20.2

)

(13.8

)

4.3

(e)

(29.7

)

Non-Operating Expenses

(0.3

)

(0.1

)

(0.4

)

Net Income

$

(3.2

)(a)



$

0.0

(c)

$

4.8(e)

$

1.6

Adjusted EBITDA

$

4.8

(a)

$

2.3

(c)

$

4.8

(e)

$

11.9

Basic EPS

-

-

-

$

0.02

Diluted EPS

-

-

-

$

0.02

(1)

Cost synergies include reduced SG&A expenses and headcount reductions.

The following table, which was prepared for illustrative purposes in connection with this proxy statement, presents a summary of Financial Projections for the periods indicated below with respect to Pareteum and Artilium, on a combined basis, without reflecting estimated cost synergies or non-cash or other purchase accounting adjustments:

Financial Projections
For the Years Ended December 31,

2019E

2020E

2021E

2022E

(USD in millions)

Revenue

$

74.9

$

104.6

$

137.5

$

175.2

Cost of Goods Sold

(26.9

)

(37.0

)

(47.0

)

(58.0

)

Gross Profit

48.0

(d)

67.6

(d)

90.5

(d)

117.2

(d)

Operating Expenses

(41.7

)

(50.5

)

(61.8

)

(73.0

)

Non-Operating Expenses

(2.8

)

(8.1

)

(13.5

)

(14.9

)

Net Income

$

3.5

(d)

$

9.0

(d)

$

15.3

(d)

$

29.3

(d)

Adjusted EBITDA

$

17.2(d)

$

28.0

(d)

$

42.1(d)

$

55.9

(d)

Basic EPS

$

0.04

(d)

$

0.10

(d)

$

0.16

(d)

$

0.30

(d)

Diluted EPS

$

0.03

(d)

$

0.08

(d)

$

0.14

(d)

$

0.26

(d)

Reconciliation of Non-GAAP Financial Measures

The following table, which was prepared for illustrative purposes in connection with this proxy statement, presents a reconciliation of estimated net income for Artilium and Pareteum, on a combined basis taking into account estimated cost synergies but without reflecting non-cash or other purchase accounting adjustments, to estimated adjusted EBITDA for the period indicated below:

Financial Projections
For the Year Ended
December 31,

2018E

(USD in millions)

Net Income

$

1.6

Non-operating expense

0.4

Depreciation and amortization

5.2

Stock-based compensation

4.1

Restructuring and one-time expenses

0.6

Adjusted EBITDA

11.9

Basic EPS and Diluted EPS for Pareteum the pro forma year ending 31 December 2018 shown above, were calculated by dividing Total Net Income above (of $1.8m) by 90,111,775 and 106,629,368 in respect of Basic EPS and Diluted EPS respectively (being the relevant issued share capital and fully diluted share capital figures, respectively, for Pareteum as enlarged by the Acquisition).

1. Pareteum Standalone 2018 Profit Forecasts, Pareteum Standalone Extended Profit Forecasts and Combined Projections (so far as they relate to Pareteum)

Bases of preparation and principal assumptions

Each of the Pareteum Standalone 2018 Profit Forecasts, Pareteum Standalone Extended Profit Forecasts and Combined Projections (so far as they relate to Pareteum) (together, the 'Pareteum Forecasts'):

(a) has been properly compiled on the basis of the assumptions stated below and:

(i) in respect of the Pareteum Standalone 2018 Profit Forecasts and Pareteum Standalone Extended Profit Forecasts, on a basis consistent with the accounting policies of Pareteum and its subsidiaries and subsidiary undertakings ('Pareteum Group') which are in accordance with U.S. GAAP. These policies are consistent with those applied in the preparation of the Pareteum Group's annual results for the year ended 31 December 2017;

(ii) in respect of the Pareteum Standalone 2018 Profit Forecasts, the forecasts were prepared by the Pareteum Directors based on the three months unaudited results to 31 March 2018 and a forecast of the results for the nine-month period ending 31 December 2018;

(iii) in respect of the Combined Projections (so far as they relate to Pareteum) it was not appropriate to do so on a basis consistent with the Pareteum Group's accounting policies / U.S. GAAP - and to re-emphasise, they do not reflect estimated cost synergies or non-cash or other purchase accounting adjustments;

(b) exclude any transaction costs applicable to the Acquisition or any other associated accounting impacts as a direct result of the Acquisition.

The Pareteum Forecasts are based on the following assumptions:

Factors outside the influence or control of the Pareteum Directors:

· There will be no material changes to existing prevailing macroeconomic or political conditions in the markets and regions in which the Pareteum Group operates.

· There will be no material changes to the conditions of the markets and regions in which the Pareteum Group operates or in relation to customer demand or the behaviour of competitors in those markets and regions.

· The interest, inflation and tax rates in the markets and regions in which the Pareteum Group operates will remain materially unchanged from the prevailing rates.

· There will be no material adverse events that will have a significant impact on Pareteum's financial performance.

· There will be no business disruptions that materially affect the Pareteum Group or its key customers, including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chain disruptions.

· There will be no material movements in foreign currency exchange rates.

· There will be no material changes in legislation or regulatory requirements impacting on the Pareteum Group's operations or its accounting policies.

· The proposed scheme of arrangement under Part 26 of the Companies Act 2006 to effect the Acquisition ('Scheme') will not result in any material changes to Pareteum's obligations to customers.

· The Scheme will not have any material impact on Pareteum's ability to negotiate new business.

Factors within the influence and control of the Pareteum Directors:

· Pareteum's current and new contract negotiations will conclude substantially as the Pareteum Directors would reasonably expect based on the Pareteum Group's past experience.

· There will be no material change to the present management of Pareteum.

· There will be no material change in the operational strategy of the Pareteum Group.

· There will be no material acquisitions or disposals.

· There will be no material strategic investments over and above those currently planned.

· The forecast excludes any impact of the Acquisition.

· There will be no unexpected technical or network issues with products or process.

Pareteum Directors' confirmations

The Pareteum Directors have considered the Pareteum Standalone Extended Profit Forecasts and Combined Projections (so far as they relate to Pareteum) and confirm that they remain valid as at the date of this announcement and have been properly compiled on the basis of the assumptions set out above and that, in respect of the Pareteum Standalone Extended Profit Forecasts, the basis of the accounting used is consistent with Pareteum's accounting policies.

The Pareteum Directors have considered the Artilium Forecasts and confirm that the underlying projections (in Euros with a 30 June year-end) have been correctly calendarized to a 31 December year-end and converted to U.S. Dollars at a rate of €1:US$ 1.25.

Pareteum Profit Forecast on 7 May 2018

On 7 May 2018, Pareteum announced its first quarter 2018 results, which included the Pareteum Profit Forecast (as defined and further detailed at Appendix IV of the Rule 2.7 Announcement dated 7 June 2018) ('Superseded Pareteum Profit Forecast'). Pareteum is of the opinion that the Superseded Pareteum Profit Forecast is now superseded by the Pareteum Standalone 2018 Profit Forecasts.

Reports on the Pareteum Standalone 2018 Profit Forecasts

Reports on the Pareteum Standalone 2018 Profit Forecasts from each of Squar Milner and Jefferies are set out below.

1A. Report from Squar Milner on the Pareteum Standalone 2018 Profit Forecasts

The Directors
Pareteum Corporation
1185 Avenue of the Americas
New York, New York 10036

Jefferies International Limited
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ

6 August 2018

Dear Sirs

Pareteum Corporation

We report on the unaudited profit forecasts for Pareteum Corporation (the 'Company') on a standalone basis for the financial year ending 31 December 2018 (the 'Profit Forecasts'). The Profit Forecasts and the material assumptions upon which they are based, are set out on pages 45 to 46 of Pareteum's Proxy Statement dated 3 August 2018 (the 'Proxy Statement') and reproduced in the Appendix to the announcement dated 6 August 2018 (the 'Announcement').

This report is required by Rule 28.1(a)(i) of the City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers (the 'City Code') and is given for the purpose of complying with that Rule and for no other purpose. Accordingly, we assume no responsibility in respect of this report to Artilium plc ('Artilium' or the 'Offeree') or any other person connected to, or acting in concert with, the Offeree.

Responsibilities

It is the responsibility of the directors of the Company (the 'Directors') to prepare the Profit Forecasts in accordance with the requirements of the City Code.

It is our responsibility to form an opinion as required by Rule 28.1(a)(i) of the City Code as to the proper compilation of the Profit Forecasts and to report that opinion to you.

This report is given solely for the purposes of complying with Rule 28.1(a)(i) of the City Code and for no other purpose. Save for any responsibility which we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the City Code, consenting to its inclusion in the Announcement.

Basis of Preparation of the Profit Forecasts

The Profit Forecasts have been prepared on the basis set out on pages 45 to 46 of the Proxy Statement and as stated in the Appendix to the Announcement. The Profit Forecasts are based on the Company's three months unaudited results to 31 March 2018 and a forecast of the results for the nine-month period ending 31 December 2018. The Profit Forecasts are required to be presented on a basis consistent with the accounting policies of the Company.

Basis of Opinion

We conducted our work in accordance with the attestation standards established by the American Institute of Certified Public Accountants. Our work included evaluating the basis on which the historical financial information included in the Profit Forecasts has been prepared and considering whether the Profit Forecasts have been accurately computed based upon the disclosed assumptions and the accounting policies of the Company.

Whilst the assumptions upon which the Profit Forecasts are based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the assumptions adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Profit Forecasts have not been disclosed or if any material assumption made by the Directors appears to us to be unrealistic.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Forecasts have been properly compiled on the basis stated.

Since the Profit Forecasts and the assumptions on which they are based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the Profit Forecasts and differences may be material.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

We have not consented to the inclusion of this report and our opinion in any registration statement filed with the SEC under the U.S. Securities Act of 1933 (either directly or by incorporation by reference) or in any offering document enabling an offering of securities in the United States (whether under Rule 144A or otherwise). We therefore accept no responsibility to, and deny any liability to, any person using this report and opinion in connection with any offering of securities inside the United States of America or who makes a claim on the basis they had acted in reliance on the protections afforded by United States of America law and regulation.

Opinion

In our opinion, the Profit Forecasts have been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Company.

Yours faithfully,

SQUAR MILNER LLP

Los Angeles, California
August 6, 2018

1B. Report from Jefferies on the Pareteum Standalone 2018 Profit Forecasts

Pareteum Corporation

1185 Avenue of the Americas, 37th floor

New York, NY 10036

United States of America

6 August 2018

Dear Sirs / Madams,

Recommended acquisition of Artilium plc ('Artilium') by Pareteum Corporation ('Pareteum' or the 'Company') pursuant to a scheme of arranagement

We refer to the profit forecasts made by Pareteum in respect of Gross Profit, Adjusted EBITDA and Net Income on a standalone basis for the financial year ending 31 December 2018 (the 'Profit Forecasts'), as set out on pages 45 to 46 of Pareteum's Proxy Statement dated 3 August 2018 (the ''Proxy Statement'') and reproduced in the announcement dated 6 August 2018 (the 'Announcement') for which the board of directors of Pareteum is solely responsible under Rule 28.1of the City Code on Takeovers and Mergers (the ''City Code'').

We have discussed the Profit Forecasts (including the assumptions, bases of calculation and sources of information referred to therein) with those officers and employees of Pareteum who developed the underlying plans. The Profit Forecasts are subject to uncertainty as described in the Proxy Statement and the Announcement and our work did not involve an independent examination of any of the financial or other information underlying the Profit Forecasts.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by or on behalf of the Company, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter.

This letter is not an opinion regarding, and we express no view as to, the reasonableness or achievability of the Profit Forecasts.

We have also reviewed the work carried out by Squar Milner LLP and have discussed with them the opinion set out in Part 1A of the Appendix to the Announcement addressed to yourselves and ourselves on this matter.

This letter is provided to you solely in connection with Pareteum's potential acquisition of Artilium, in accordance with Rule 28.1(a)(ii) of the City Code and for no other purpose. We accept no responsibility to any person other than Pareteum in respect of the contents of this letter; no person other than the board of directors of Pareteum can rely on the contents of this letter, and to the fullest extent permitted by law, we exclude all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its contents or the work undertaken in connection with this letter or any of the results that can be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Profit Forecasts, for which the board of directors of Pareteum is solely responsible, have been prepared with due care and consideration.

Yours faithfully

Jefferies International Limited

2. Quantified Financial Benefits Statements

Bases of belief and principal assumptions

In preparing the Quantified Financial Benefits Statements, a working group comprising senior management from Pareteum (the 'Working Group') was established to evaluate and assess the potential synergies available for the integration and undertake an initial planning exercise. The Working Group has worked collaboratively to identify and quantify potential synergies as well as estimate any associated costs based on publicly available information, certain operating and financial information provided by Artilium and a series of meetings and/or calls with the key management personnel of Artilium.

In circumstances where the information provided by Artilium has been limited for commercial or other reasons, the Working Group has made estimates and assumptions to aid its development of individual synergy initiatives. The assessment and quantification of the potential synergies have in turn been informed by Pareteum management's industry experience as well as their experience of executing and integrating past acquisitions.

The cost bases used as the basis for the Quantified Financial Benefits Statements are those contained in the Pareteum Standalone 2018 Profit Forecasts and Artilium's cost forecasts for 2018, as calendarized to December 31 and converted to U.S. Dollars. The exchange rate used as the basis for the Quantified Financial Benefits Statements is €1:US$ 1.25. The quantified synergies are incremental to Pareteum's and to the best of Pareteum's knowledge, Artilium's existing plans, and are expected to be recurring. It is anticipated that the expected financial benefits will accrue as a direct result of the success of the Acquisition and could not be achieved independently of the Acquisition.

It is envisaged that the realisation of the identified synergies will result in non-recurring integration costs of approximately US$2.9m. Aside from the integration costs, no material dis-synergies are expected in connection with the Acquisition.

The synergy assumptions in respect of Cost of Goods Sold were risk adjusted by the Working Group, exercising a degree of prudence in the calculation of the estimated synergy benefit set out above.

The Quantified Financial Benefits Statements are based on the following assumptions:

· There will be no significant impact on the underlying operations of either Pareteum or Artilium or the ability of either business to win business from their customers.

· There will be no material changes to existing prevailing macroeconomic, political, regulatory or legal conditions in the markets and regions in which either the Pareteum Group or Artilium and its subsidiaries and subsidiary undertakings ('Artilium Group') operate that will materially impact on the implementation or costs to achieve the proposed cost savings.

· There will be no material changes to the conditions of the markets and regions in which the Pareteum or Artilium Groups operate or in relation to customer demand or the behaviour of competitors in those markets and regions.

· The interest, inflation and tax rates in the markets and regions in which the Pareteum or Artilium Groups operate will remain materially unchanged from the prevailing rates.

· There will be no material adverse events that will have a significant impact on Pareteum's or Artilium's financial performance.

· There will be no material movements in foreign currency exchange rates.

· There will be no material changes in legislation or regulatory requirements impacting on the Pareteum or Artilium Group's operations or their accounting policies.

· Artilium will be de-listed from the London Stock Exchange.

Notes

1. These statements of estimated synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. In addition, there may be additional changes to the operations of the combined group. As a result, the estimated synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

2. The Quantified Financial Benefits Statements should not be construed as a profit forecast or interpreted to mean that the combined group's earnings or earnings per share in the first full year following completion of the Acquisition, or in any subsequent period, would necessarily match or be greater than or be less than those of Pareteum and/or Artilium for the relevant preceding financial period or any other period.

3. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statements are the responsibility of the Pareteum Directors.

Reports

Reports on the Quantified Financial Benefits Statements from each of Squar Milner and Jefferies are set out below.

2A. Report from Squar Milner on the Quantified Financial Benefits Statements

The Directors
Pareteum Corporation
1185 Avenue of the Americas
New York, New York 10036

Jefferies International Limited
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ

6 August 2018

Dear Sirs

Pareteum Corporation

We refer to the statements regarding estimated cost synergies arising from the acquisition of Artilium plc ('Artilium' or the 'Offeree') by Pareteum Corporation (the 'Company') (the 'Statements') set out on page 46 of Pareteum's Proxy Statement dated 3 August 2018 (the 'Proxy Statement') and reproduced in the Appendix to the announcement dated 6 August 2018 (the 'Announcement').

This report is required by Rule 28.1 (a)(i) of the City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers (the 'City Code') and is given for the purpose of complying with that Rule and for no other purpose. Accordingly, we assume no responsibility in respect of this report to Artilium or any other person connected to, or acting in concert with, the Offeree.

Responsibilities

It is the responsibility of the directors of the Company (the 'Directors') to prepare the Statements in accordance with the requirements of the City Code.

It is our responsibility to form an opinion as required by Rule 28.1(a)(i) of the City Code as to the proper compilation of the Statements on the basis stated and to report that opinion to you.

This report is given solely for the purposes of complying with Rule 28.1(a)(i) of the City Code and for no other purpose. Save for any responsibility which we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the City Code, consenting to its inclusion in the Announcement.

Basis of Opinion

We conducted our work in accordance with the attestation standards established by the American Institute of Certified Public Accountants. Our work included considering whether the Statements have been accurately computed based on the bases of belief (including the principal assumptions). Whilst the bases of belief (and the principal assumptions) upon which the Statements are based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the bases of belief (or principal assumptions) adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Statements have not been disclosed or if any basis of belief (or principal assumption) made by the Directors appears to us to be unrealistic. Our work did not involve any independent examination of any of the financial or other information underlying the Statements.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Statements have been properly compiled on the basis stated.

Since the Statements and the assumptions on which they are based relate to both pro forma historical and future periods and may also be affected by unforeseen events, we can express no opinion as to whether the actual synergy benefits achieved are likely to be different from those anticipated in the Statements and differences may be material. Accordingly, we can express no opinion as to the achievability of the synergy benefits identified by the Directors in the Statements.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

We have not consented to the inclusion of this report and our opinion in any registration statement filed with the SEC under the U.S. Securities Act of 1933 (either directly or by incorporation by reference) or in any offering document enabling an offering of securities in the United States (whether under Rule 144A or otherwise). We therefore accept no responsibility to, and deny any liability to, any person using this report and opinion in connection with any offering of securities inside the United States of America or who makes a claim on the basis they had acted in reliance on the protections afforded by United States of America law and regulation.

Opinion

In our opinion, on the basis of the foregoing, the Statements have been properly compiled on the basis stated.

Yours faithfully,

SQUAR MILNER LLP

Los Angeles, California
August 6, 2018

2B. Report from Jefferies on the Quantified Financial Benefits Statements

Pareteum Corporation

1185 Avenue of the Americas, 37th floor

New York, NY 10036

United States of America

6 August 2018

Dear Sirs / Madams,

Recommended acquisition of Artilium plc ('Artilium') by Pareteum Corporation ('Pareteum' or the 'Company') pursuant to a scheme of arranagement

We refer to the Quantified Finanical Benefit Statements regarding cost synergies (the ''Statements'') made by Pareteum, as set out on page 46 of Pareteum's Proxy Statement dated 3 August 2018 (the ''Proxy Statement'') and reproduced in the announcement dated 6 August 2018 (the 'Announcement') for which the board of directors of Pareteum is solely responsible under Rule 28.1 of the City Code on Takeovers and Mergers (the ''City Code'').

We have discussed the Statements (including the assumptions, bases of calculation and sources of information referred to therein) with those officers and employees of Pareteum who developed the underlying plans. The Statements are subject to uncertainty as described in the Proxy Statement and the Announcement and our work did not involve an independent examination of any of the financial or other information underlying the Statements.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by or on behalf of the Company, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter.

We do not express any opinion as to the achievability of the quantified financial benefits identified by Pareteum in the Statements or otherwise.

We have also reviewed the work carried out by Squar Milner LLP and have discussed with them the opinion set out in Part 2A of the Appendix to the Announcement addressed to yourselves and ourselves on this matter.

This letter is provided to you solely in connection with Pareteum's potential acquisition of Artilium, in accordance with Rule 28.1(a)(ii) of the City Code and for no other purpose. We accept no responsibility to any person other than Pareteum in respect of the contents of this letter; no person other than the board of directors of Pareteum can rely on the contents of this letter, and to the fullest extent permitted by law, we exclude all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its contents or the work undertaken in connection with this letter or any of the results that can be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.

On the basis of the foregoing, we consider that the Statements, for which the board of directors of Pareteum is solely responsible, have been prepared with due care and consideration.

Yours faithfully

Jefferies International Limited

3. Artilium Standalone Profit Forecasts and Combined Projections (so far as they relate to Artilium)

Bases of preparation and principal assumptions

Each of the Artilium Standalone Profit Forecasts and Combined Projections (so far as they relate to Artilium) (together, the 'Artilium Forecasts'):

(a) has been properly compiled on the basis of the assumptions stated below and:

(i) in respect of the Artilium Standalone Profit Forecasts, on a basis consistent with the Artilium Group's accounting policies which are in accordance with IFRS. These policies are consistent with those applied in the preparation of the Artilium Group's annual results for the year ended 30 June 2017;

(ii) in respect of the Combined Projections (so far as they relate to Artilium) it was not appropriate to do so on a basis consistent with the Artilium Group's accounting policies / IFRS - and to re-emphasise, they do not reflect estimated cost synergies or non-cash or other purchase accounting adjustments;

(b) exclude any transaction costs applicable to the Acquisition or any other associated accounting impacts as a direct result of the Acquisition;

(c) have been calendarized to December 31 and converted to U.S. Dollars at a rate of €1:US$ 1.25.

The Artilium Forecasts are based on the following assumptions:

Factors outside the influence or control of the directors of Artilium ('Artilium Directors'):

· There will be no material changes to existing prevailing macroeconomic or political conditions in the markets and regions in which the Artilium Group operates.

· There will be no material changes to the conditions of the markets and regions in which the Artilium Group operates or in relation to customer demand or the behaviour of competitors in those markets and regions.

· The interest, inflation and tax rates in the markets and regions in which the Artilium Group operates will remain materially unchanged from the prevailing rates.

· There will be no material adverse events that will have a significant impact on Artilium's financial performance.

· There will be no business disruptions that materially affect the Artilium Group or its key customers, including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chain disruptions.

· There will be no material movements in foreign currency exchange rates.

· There will be no material changes in legislation or regulatory requirements impacting on the Artilium Group's operations or its accounting policies.

· The Scheme will not result in any material changes to Artilium's obligations to customers.

· The Scheme will not have any material impact on Artilium's ability to negotiate new business.

Factors within the influence and control of the Artilium Directors:

· Artilium's current and new contract negotiations will conclude substantially as the Artilium Directors would reasonably expect based on the Artilium Group's past experience.

· There will be no material change to the present management of Artilium.

· There will be no material change in the operational strategy of the Artilium Group.

· There will be no material acquisitions or disposals.

· There will be no material strategic investments over and above those currently planned.

· The forecast excludes any impact of the Acquisition.

· There will be no unexpected technical or network issues with products or process.

Artilium Directors' confirmations

The Artilium Directors have considered the Artilium Forecasts and confirm that the underlying projections (in Euros with a 30 June year-end) remain valid as at the date of this announcement and have been properly compiled on the basis of the assumptions set out above and that, in respect of the Artilium Standalone Profit Forecasts, the basis of the accounting used is consistent with Artilium's accounting policies.

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