Response to Speculation

The Board of Upland notes the recent media speculation concerning the possibility of an offer being made for the entire issued and to be issued share capital of Upland.

The Board of Upland confirms that it has received an unsolicited, very preliminary approach regarding a possible offer for Upland at an indicative price of 14p from a potential offeror referred to in the approach as SEC Capital ("Potential Offeror").

The Board has unequivocally rejected the approach as it believes it significantly undervalues the current potential of the Company.

As a consequence of this announcement, an "Offer Period" has commenced in respect of Upland in accordance with the rules of the Takeover Code. In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers ("Code"), Potential Offeror is required, by not later than 5:00 p.m. (London time) on 20 November 2023, being 28 days after today's date, to either announce a firm intention to make an offer for Upland in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer for Upland, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

There can be no certainty that a firm offer will be made for Upland nor as to the terms on which any offer might be made.

This statement is being made by Upland without the consent of the Potential Offeror.

A further announcement will be made as and when appropriate.

Disclosure Requirements

Rule 26.1 Disclosure

Additional information

For the purposes of UK MAR, the persons responsible for arranging for the release of this announcement on behalf of Upland are John Forrest, Upland's Chief Financial Officer and Gerard Murray, Upland's Chief Operating Officer.