PVTL Pivotal Software Inc

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of each of Pivotal and VMware, the expected completion and timing of the merger and other information relating to the merger. The safe harbor provisions in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which may be referenced in the periodic reports incorporated by reference into this proxy statement do not apply to any forward-looking statements made in connection with the merger. There are forward-looking statements throughout this proxy statement, including, among others, under the headings "Summary Term Sheet," "Questions and Answers about the Special Meeting and Merger," "Special Factors—Plans for Pivotal After the Merger," "Special Factors—Certain Effects of the Merger," "Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger," "Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)," "Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)," "Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)," "Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)," "Special Factors—Financial Projections," "Special Factors—Certain Financial Projections Reviewed by the VMware Special Committee, the VMware Special Committee's Financial Advisor, Dell and Dell's Financial Advisor—VMware Prepared Pivotal Pro Forma Projections," "Special Factors—Purposes and Reasons of the Buyer Group for the Merger," "Special Factors—Position of the Buyer Group as to the Fairness of the Merger," "Special Factors—Sources and Amounts of Funds or other Consideration; Expenses," "Special Factors—Accounting Treatment of the Merger," and "The Merger Agreement," and in statements containing the words "believes," "expects," "anticipates," "intends," "estimates" or other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. There can be no assurances that the actual results or developments described in such forward-looking statements will be realized, or even if realized, that they will have the expected effects on the business or operations of each of Pivotal and VMware. These forward-looking statements speak only as of the date on which the statements were made. Pivotal undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this proxy statement, except as required by law. In addition to other factors and matters contained or incorporated in this document, the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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the inability to complete timely, if at all, the merger due to the failure to obtain stockholder approval or failure to satisfy the other conditions precedent to the completion of the merger;



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the financial performance of Pivotal through the completion of the merger;



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volatility in the stock markets;



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competitive pressures in the markets in which Pivotal competes;



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use and protection of intellectual property;



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the loss of key employees;



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general economic conditions;



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risk that the proposed merger disrupts Pivotal's current operations;



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risk that the merger agreement may be terminated in circumstances that require us to pay VMware a termination fee of $95.0 million;

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the outcome of any legal proceedings that may be instituted against us and others related to the merger;



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the effect of the announcement or pendency of the merger on Pivotal's business relationships, operating results and business generally; and



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other factors that are described from time to time in Pivotal's periodic filings with the SEC. See the section entitled "Where You Can Find More Information" for documents incorporated by reference into this proxy statement.

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THE PARTIES TO THE MERGER

Pivotal Software, Inc.

Pivotal Software, Inc. provides a leading cloud-native platform that makes software development and IT operations a strategic advantage for its customers. Pivotal's cloud-native platform, PCF, accelerates and streamlines software development by reducing the complexity of building, deploying and operating new cloud-native applications and modernizing legacy applications. This enables Pivotal's customers' development and IT operations teams to spend more time writing code, waste less time on mundane tasks and focus on activities that drive business value—building and deploying great software. PCF customers can accelerate their adoption of a modern software development process and their business success using Pivotal's platform through its complementary strategic services, Pivotal Labs. Enterprises across industries have adopted Pivotal's platform to build, deploy and operate software, including enterprises in the automotive and transportation, industrial and business services, financial services, healthcare and insurance, technology and media, consumer and communications and government sectors. Pivotal's executive offices are located at 875 Howard Street, Fifth Floor, San Francisco, California 94103. Pivotal's telephone number is (415) 777-4868. For additional information about Pivotal, see "Important Information About Pivotal Software, Inc."

VMware, Inc.

VMware, Inc. originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware. IT driven innovation continues to disrupt markets and industries. Technologies emerge faster than organizations can absorb, creating increasingly complex environments. IT is working at an accelerated pace to harness new technologies, platforms and cloud models, ultimately guiding their business through a digital transformation. To take on these challenges, VMware is working with customers in the areas of hybrid cloud, multi-cloud, modern applications, networking and security, and digital workspaces. VMware's software provides a flexible digital foundation to help enable customers in their digital transformations. VMware's executive offices are located at 3401 Hillview Avenue, Palo Alto, California 94304. VMware's telephone number is (650) 427-5000.

Raven Transaction Sub, Inc.

Raven Transaction Sub, Inc., which we refer to as merger sub, is a wholly owned subsidiary of VMware, whose principal executive offices are located at 3401 Hillview Avenue, Palo Alto, California 94304. Merger sub's telephone number is (650) 427-5000. Merger sub was formed solely for the purpose of facilitating VMware's acquisition of Pivotal.

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THE SPECIAL MEETING OF PIVOTAL'S STOCKHOLDERS

Time, Place and Purpose of the Special Meeting

The special meeting will be held at [·], Pacific Time, on [·], 2019, at [·]. The purpose of the special meeting is to consider and vote on the proposal to adopt and approve the merger agreement and the proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement. After due and careful discussion and consideration, and upon the recommendation of the Pivotal Special Committee, the Pivotal Board and its independent and disinterested directors, unanimously among those voting, (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. Accordingly, the Pivotal Special Committee recommends and the Pivotal Board (having received the unanimous recommendation of the Pivotal Special Committee) recommends a vote "FOR" the adoption and approval of the merger agreement and "FOR" the proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies.

Who Can Vote at the Special Meeting

Only holders of record of Pivotal's common stock, as of the close of business on [·], 2019, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered in the name of someone else, such as a broker, you need to direct that person to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting. On the record date, there were [·] shares of Class A common stock outstanding and [·] shares of Class B common stock outstanding.

Quorum for the Special Meeting

To conduct any business at the special meeting, a quorum must be present in person or represented by valid proxies. The holders of a majority of the outstanding shares of Class A common stock and a majority of the outstanding shares of Class B common stock, present in person or by proxy, will constitute a quorum for the transaction of business at the meeting.

Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum and any adjournment or postponement of the special meeting, unless the holder is present solely to object to the special meeting. In addition, broker non-votes (shares held by banks, brokerage firms or nominees that are present in person or by proxy at the special meeting but with respect to which the broker or other stockholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), if any, will be counted as present for purposes of establishing a quorum. Votes FOR and AGAINST and abstentions will be counted for purposes of determining the presence of a quorum. However, if a new record date is set for an adjourned meeting, a new quorum will have to be established.

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Votes Required

Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock and (iv) at least a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

Failure to submit a proxy or to vote in person by ballot will have the same effect as a vote AGAINST the merger agreement proposal, but it will have no effect on the adjournment proposal. A vote to abstain will have the same effect as voting against the merger agreement proposal and a vote against the adjournment proposal.

If your shares of common stock are held in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions form you will receive from your bank, broker or other nominee. Under applicable regulations, brokers who hold shares in "street name" for customers may not exercise their voting discretion with respect to nonroutine matters such as the approval of the merger agreement proposal. As a result, if you do not instruct your broker to vote your shares of common stock, your shares will not be voted, which will have the same effect as voting against the merger agreement proposal.

Approval of the adjournment proposal will require the affirmative vote of a majority of the combined voting power of the shares of common stock present at the special meeting represented in person or by proxy at the special meeting.

Voting by Proxy

This proxy statement is being sent to you on behalf of the Pivotal Board for the purpose of requesting that you allow your shares of common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of common stock represented at the special meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you sign and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Pivotal Board. The Pivotal Board recommends a vote FOR the adoption and approval of the merger agreement and FOR the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies.

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either advise Pivotal's Secretary in writing, deliver a proxy dated after the date of the proxy you wish to revoke, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not by itself constitute revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions provided by your broker to change those instructions.

Householding

Certain Pivotal stockholders who share an address and have consented, or been deemed by law to have consented, to receipt of a single notice are being delivered only one copy of this proxy statement unless Pivotal or one of its mailing agents has received contrary instructions from such stockholders.

Upon the written request of a Pivotal stockholder at a shared address to which a single copy of this proxy statement was delivered, Pivotal will promptly deliver a separate copy of such document to the requesting stockholder. Written requests can be addressed to Pivotal Software, Inc., Attn: Investor Relations, 875 Howard Street, Fifth Floor, San Francisco, California 94103 or emailed to Pivotal's

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Investor Relations at ir@pivotal.io. Stockholders may also call Pivotal's Investor Relations at (415) 777-4868.

Pivotal stockholders sharing an address who are receiving multiple copies of Pivotal's notice of internet availability of proxy materials and/or proxy statements and annual reports may request delivery of a single copy of such documents by emailing Pivotal at the address above.

Solicitation of Proxies

Pivotal has engaged Innisfree M&A Incorporated ("Innisfree") to assist in the solicitation of proxies for the special meeting and will pay Innisfree a fee of approximately $45,000, plus reimbursement of out-of-pocket expenses. The address of Innisfree is 501 Madison Avenue, 20th Floor, New York, NY 10022. You can call Innisfree toll-free at (877) 456-3422 or collect at (212) 750-5833.

In addition to soliciting proxies by mail, directors, officers and employees of Pivotal, VMware and Dell may solicit proxies personally and by telephone, email or otherwise. None of these persons will receive additional or special compensation for soliciting proxies.

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SPECIAL FACTORS

The discussion of the merger in this proxy statement is qualified by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the merger agreement carefully.

Background of the Merger

As part of Pivotal's strategic planning process, the Pivotal Board regularly reviews and discusses with senior management the company's performance, business strategy, prospects for growth and competitive position in the industry in which it operates. In addition, the Pivotal Board and senior management regularly review and evaluate various strategic alternatives, including acquisitions, dispositions, major commercial partnerships and other strategic transactions, as part of ongoing efforts to strengthen the company's overall business and enhance stockholder value.

Pivotal was formed in April 2013 by EMC Corporation, now an indirectly wholly owned subsidiary of Dell, and VMware, now a majority-owned subsidiary of EMC Corporation. Since Pivotal's inception and through October 15, 2019, EMC Corporation has beneficially owned a majority of Pivotal's stock. As of October 15, 2019, Dell beneficially owned 175,514,272 shares of Class B common stock, including 44,208,162 shares of Class B common stock held directly by VMware, which in the aggregate represent approximately 62.6% of Pivotal's outstanding common stock (including the 15.8% of Pivotal's outstanding common stock held directly by VMware) and approximately 94.4% of the combined voting power of both classes of Pivotal's outstanding common stock. Dell is also a controlling stockholder of VMware, beneficially owning all of the outstanding VMware Class B common stock and 30,678,605 shares, or approximately 28.1% of the outstanding VMware Class A common stock, representing in the aggregate approximately 97.5% of the combined voting power of both classes of VMware's common stock and approximately 80.8% of the total outstanding common stock of VMware, in each case as of October 15, 2019. Michael S. Dell is the Chairman and CEO of Dell, a member of the Pivotal Board and the VMware Board, respectively, and, as of October 15, 2019, was the beneficial owner of Dell common stock representing a majority of the total voting power of the outstanding shares of capital stock of Dell.

Pivotal is headquartered in San Francisco with additional locations across the globe. Pivotal provides a cloud-native software development platform and complementary tools and strategic services. Pivotal provides its platform, tools and services for companies across many industries, including media, retail, government, technology and telecommunications. On April 20, 2018, Pivotal priced its initial public offering at $15.00 per share of Class A common stock.

Since Pivotal's initial public offering, the Pivotal Board has continued to consider and implement actions to enhance stockholder value. In the course of Pivotal's strategic planning process, representatives of Pivotal have, in the ordinary course and from time to time, discussed with various companies in the software and technology industries potential commercial relationships that might expand their respective businesses, improve their respective customer offerings and create value for Pivotal stockholders.

Pivotal's commercial and go-to-market relationships with EMC Corporation, Dell and VMware have historically been key components of Pivotal's potential growth and future prospects, which the Pivotal Board and Pivotal management have regularly monitored and evaluated. In particular, Pivotal and VMware have had a commercial relationship that included resale of Pivotal's products and other strategic initiatives. In December 2017, Pivotal and VMware began to jointly engineer, develop and market a software container technology called Pivotal Container Service ("PKS") that launched in early 2018. In early 2019, Pivotal and VMware were discussing how to streamline and improve on this joint PKS initiative.

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VMware has reviewed its investment in Pivotal on a continuing basis, both prior to and following the initial public offering of Pivotal common stock, and from time to time has undertaken analyses regarding Pivotal's business, financial condition, operating results and prospects in order to evaluate business opportunities and potential strategic transactions available to VMware. During the first half of 2017 there were discussions among the principals of VMware and Pivotal about a possible transaction, and a non-disclosure agreement was executed by the parties in January 2017. VMware requested certain due diligence information from Pivotal and representatives of Pivotal met with representatives of VMware to discuss these requests. Pivotal also provided due diligence information to VMware in an electronic data room. In June 2017, the VMware Board of Directors (the "VMware Board") formed a transaction committee comprised of independent and disinterested directors to review and evaluate a potential transaction involving the acquisition of all of the shares of capital stock of Pivotal not already owned by VMware. The VMware transaction committee completed its work without making a proposal to Pivotal or its then-current stockholders in July 2017.

Pivotal began working toward an initial public offering in the second half of 2017. The company submitted a draft registration statement to the SEC in December 2017, and the IPO was completed in April 2018.

In December 2018 and January 2019, Patrick Gelsinger, CEO of VMware, had preliminary discussions with Mr. Dell and certain other members of the VMware Board regarding a potential strategic transaction involving Pivotal and, in light of Dell's controlling ownership interest in both Pivotal and VMware, requested that the VMware Board consider forming a special committee of independent and disinterested directors to review and evaluate such a transaction.

On January 18, 2019, Robert Mee, the CEO of Pivotal, had a telephone conversation with Mr. Dell and Paul Maritz, the Chairman of the Pivotal Board, at the request of Mr. Dell, to discuss various commercial matters involving Pivotal, Dell and VMware. During this call, Mr. Dell informed Mr. Mee that VMware might be interested in exploring an acquisition of Pivotal. Mr. Dell indicated that in light of his interest in Dell, and Dell's controlling ownership interest in both Pivotal and VMware, a process would likely need to be put in place so that the two subsidiaries could independently consider such a transaction. He further indicated that, while he saw potential value for all stakeholders in such a transaction, he felt it was best for Mr. Mee and Mr. Gelsinger to discuss the matter, and, if there was any interest, to bring the matter to their respective board of directors for further discussion and evaluation.

On January 22, 2019, Mr. Mee met with Mr. Gelsinger, who expressed interest in beginning to explore a potential acquisition of Pivotal and indicated that VMware would seek to conduct preliminary business due diligence and assess the strategic rationale for such an acquisition.

On January 28, 2019, Mr. Gelsinger emailed Mr. Mee about a preliminary business due diligence request. Over the course of the following weeks, VMware and Pivotal management had preliminary communications regarding potential due diligence.

On February 1, 2019, the VMware Board met and members of VMware management discussed with the VMware Board a potential strategic transaction regarding Pivotal and the potential strategic benefits underlying such a transaction and considerations to be investigated. The VMware Board unanimously resolved to establish the VMware Special Committee, comprised of Karen Dykstra, Michael Brown and Paul Sagan, each of whom the VMware Board determined to be independent and disinterested directors. The VMware Board delegated to the VMware Special Committee the plenary power and authority, among other responsibilities, to negotiate, evaluate and recommend to the VMware Board what action, if any, should be taken by the VMware Board with respect to any potential transaction with Pivotal and to retain its own legal and financial advisors separate from Wilson Sonsini Goodrich and Rosati P.C. ("Wilson Sonsini") and JPMorgan Chase & Co. ("JPMorgan"), legal and financial advisors to VMware, respectively, which had each been engaged by

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VMware for a variety of corporate and transactional matters, including but not limited to advising on the potential transaction with Pivotal. The VMware Board also unanimously resolved that it would not authorize, approve or proceed with any business combination involving Pivotal without the prior approval of the VMware Special Committee. The rest of the members of the VMware Board (other than Messrs. Dell, Durban and Gelsinger) were invited to participate in all meetings of the VMware Special Committee.

At a telephonic meeting of the VMware Special Committee on February 1, 2019, representatives of Gibson, Dunn & Crutcher, LLP ("Gibson Dunn") reviewed with the members of the VMware Special Committee the VMware Special Committee's mandate and their fiduciary duties in the context of evaluating a potential transaction with Pivotal. Representatives of Gibson Dunn and Lazard provided the VMware Special Committee with disclosure on their relationships with Dell and Silver Lake Partners ("Silver Lake"), a shareholder of Dell. The VMware Special Committee then engaged Gibson Dunn as its independent legal advisor and Lazard as its independent financial advisor.

Following the formation of the VMware Special Committee, Zane Rowe, the Chief Financial Officer of VMware and a member of the Pivotal Board, informed Pivotal that he would be recusing himself from further meetings of the Pivotal Board and did not attend any further meetings of the Pivotal Board up to and including the meeting where the acquisition of Pivotal by VMware was approved.

On March 7, 2019, Pivotal and VMware executed a mutual confidentiality agreement in connection with a potential transaction. During the following week, VMware and Pivotal management communicated about business due diligence.

Between March 7, 2019 and May 9, 2019, the VMware Special Committee met several times (on each of March 7, March 14, March 22, April 4, April 9, April 18, April 25, May 3 and May 9, 2019), and discussed, among other things, preliminary business due diligence and the evaluation of the strategic rationale for a potential transaction with Pivotal, including that the VMware Special Committee intended that any proposal made to Pivotal would include a non-waivable condition that the transaction be approved by (i) a special committee of independent Pivotal directors and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. The VMware Special Committee also discussed various other potential transactions, including certain potential transactions involving Dell. Representatives of Gibson Dunn attended all such meetings and representatives of Lazard and the VMware management team attended portions of a number of such meetings at the request of the VMware Special Committee.

On March 14, 2019, Pivotal announced its earnings for its fourth quarter and full fiscal year 2019 ended February 1, 2019. Pivotal also provided revenue and earnings guidance for the first fiscal quarter of 2020 and the full fiscal year 2020.

On March 15, 2019, the Pivotal Board met to discuss, among other things, a potential transaction between Pivotal and VMware. Mr. Maritz discussed that VMware had expressed interest in a potential acquisition of Pivotal and the VMware Board had formed a special committee to consider the potential acquisition but had not yet made an offer. During the meeting, a representative of Davis Polk & Wardwell LLP ("Davis Polk"), external legal counsel to Pivotal, provided the Pivotal Board with an overview of the procedures, process and duties of directors under applicable law in connection with a potential transaction, including various approaches taken by boards of directors when considering similar transactions, the desirability of establishing a committee of disinterested, independent directors to evaluate the potential transaction given the inherent conflicts of interest that could arise from the involvement of Dell in a potential transaction as a result of Dell's controlling ownership interest in both Pivotal and VMware, potentially applicable standards of judicial review of an acquisition transaction and the benefits of a vote of the holders of a majority of the Pivotal capital stock unaffiliated with Dell and VMware (i.e., a majority of the minority vote). At the meeting, the Pivotal Board formed a special committee to review and potentially negotiate the potential transaction,

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consisting of directors who were independent of and unaffiliated with Dell and its affiliates, disinterested with respect to a potential acquisition of Pivotal by VMware and were not members of the management of Pivotal or any of its subsidiaries. After discussing the various qualifications of the members of the Pivotal Board to serve on such a special committee, including whether certain directors were sufficiently independent and disinterested for purposes of serving on the special committee, the Pivotal Board resolved to form the Pivotal Special Committee, consisting of two disinterested, independent directors, Madelyn Lankton and Marcy Klevorn, to evaluate and, if appropriate, negotiate a potential transaction (or any other alternative transaction) on behalf of Pivotal. The Pivotal Special Committee was empowered, among other things, to elect not to pursue a potential transaction. The Pivotal Board's authority to approve or recommend, or to enter into or consummate, a potential transaction was conditioned upon the receipt of the Pivotal Special Committee's prior favorable recommendation of such transaction. The Pivotal Board also passed resolutions to fully empower the Pivotal Special Committee's review and negotiation of a potential transaction (or any other alternative transaction) at this meeting. The Pivotal Special Committee was also authorized to hire its own independent legal and financial advisors.

Shortly following the Pivotal Board meeting that same day on March 15, 2019, the Pivotal Special Committee met for its first meeting. The Pivotal Special Committee met with Latham & Watkins LLP ("Latham & Watkins"). Representatives of Latham & Watkins explained to the Pivotal Special Committee that it could select any legal and financial advisors of its choosing subject to checking for conflicts with VMware, Dell or Dell related entities. Following discussion, the Pivotal Special Committee approved the engagement of Latham & Watkins as its independent legal advisor. Representatives of Latham & Watkins then provided an overview to the Pivotal Special Committee of its fiduciary duties and responsibilities in connection with evaluating a potential transaction. Following further discussion, the Pivotal Special Committee approved the engagement of Morgan Stanley as its financial advisor, subject to the negotiation of a customary engagement letter on terms discussed by the Pivotal Special Committee. The Pivotal Special Committee selected Morgan Stanley because of its familiarity with Pivotal, including through its experience as an underwriter for Pivotal's initial public offering and expertise in Pivotal's industry. The Pivotal Special Committee also noted that Morgan Stanley had substantial experience with transactions such as the potential transaction. The Pivotal Special Committee also discussed that Morgan Stanley had prior relationships with Pivotal, VMware and Dell, and determined that these relationships did not create a conflict of interest with respect to a potential transaction. During the meeting, the Pivotal Special Committee approved providing VMware with certain preliminary business due diligence information in order to progress discussions regarding a potential transaction.

From March 19 to March 28, 2019, due diligence meetings were held at VMware's headquarters in Palo Alto, California and by video conference. These meetings included representatives of Pivotal's and VMware's management, as well as representatives of Morgan Stanley (financial advisor to the Pivotal Special Committee) and Lazard (financial advisor to the VMware Special Committee).

On March 20, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the due diligence process for a potential transaction.

Pivotal assembled an online data room for purposes of the due diligence review process and provided access to VMware representatives. The due diligence information provided to VMware at this stage primarily related to business diligence matters such as research and development ("R&D"), services and go-to-market strategy, financials and human resources.

On March 22, 2019, the Pivotal Board held a meeting during which it approved Pivotal's financial plan and budget for fiscal year 2020, the substance of which had been previewed in draft form with the

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Pivotal Board during a Pivotal Board meeting on January 28, 2019 and reviewed certain management projections described under "—Financial Projections."

On March 29, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the current status of the due diligence process being conducted by VMware, including next steps and outstanding due diligence requests by VMware. The Pivotal Special Committee considered whether other companies might have an interest in a potential acquisition of Pivotal, although it was cognizant of the risks inherent in a wider sale process, including the possibility of an information leak that Pivotal was considering a sale, and that Dell had the ability to prevent any alternative transaction from being consummated. At this meeting, the Pivotal Special Committee also approved the use of the Initial Outlook (as defined in the section entitled "—Financial Projections") in Morgan Stanley's analysis of the potential transaction.

On April 2, 2019, Mr. Gelsinger emailed Mr. Mee regarding scheduling a meeting to discuss a potential transaction.

On April 5, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to continue to discuss the status of due diligence and discussions with VMware regarding a potential transaction. During the meeting, the Pivotal Special Committee discussed potential ways of progressing discussions in relation to a potential transaction. They also discussed other companies that might have an interest in a potential transaction with Pivotal, considering whether other companies would have the desire and capacity to pursue a potential acquisition of Pivotal. The Pivotal Special Committee discussed Pivotal's governance structure and that such other companies that might otherwise be interested may also take into account that Pivotal had a controlling stockholder. The Pivotal Special Committee noted that any market check could result in public leaks of a potential transaction, which could also have an adverse impact on, among other things, customer and partner relationships and employee retention, as well as the ongoing negotiations with VMware. The Pivotal Special Committee ultimately determined not to contact other companies at that time regarding a potential acquisition of Pivotal.

On April 8, 2019, Mr. Mee suggested to the Pivotal Special Committee that he meet with Mr. Gelsinger and the Pivotal Special Committee agreed.

On April 9, 2019, the Pivotal Board held a meeting at which members of the Pivotal Special Committee provided an update on the current status of discussions between Pivotal and VMware, including VMware's progress on conducting due diligence on Pivotal.

On April 9, 2019, the VMware Board held a regularly scheduled meeting at which VMware management presented to the VMware Board on various potential transactions, including with Dell, and the VMware Board received an update on the preliminary due diligence being conducted on Pivotal.

On April 10, 2019, Mr. Mee and Mr. Gelsinger met for dinner in San Francisco, California. Mr. Gelsinger noted that due diligence was progressing, but VMware was also working on other matters. At that time, the VMware Special Committee had not yet decided whether or not to make an offer to acquire Pivotal.

On April 12, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which VMware's due diligence process was discussed, as well as next steps in connection with a potential transaction. Also during this meeting, Mr. Mee provided an update to the Pivotal Special Committee on his discussions with Mr. Gelsinger, noting in particular that VMware remained interested in the potential transaction, but that it did not appear that VMware would submit a proposal in the near-term. The Pivotal Special Committee continued to consider whether other companies might have an interest in a potential

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acquisition of Pivotal, though continued to be cognizant of the risks and dynamics inherent in a wider sale process.

On April 19, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss process and next steps that would be expected if and when VMware made a proposal for a potential transaction.

On June 4, 2019, Pivotal's first quarter fiscal year 2020 earnings call took place, during which representatives of Pivotal, including Mr. Mee and Cynthia Gaylor, the Chief Financial Officer of Pivotal, discussed Pivotal's performance and outlook for the remainder of the fiscal year. Pivotal lowered full year guidance due to sales execution issues and increasing complexity in the technology landscape which drove lower than expected revenue, deferred revenue and certain other metrics. The trading price of Pivotal's common stock declined from a closing price of $18.54 on June 4, 2019 (the day on which the earnings call occurred after the close of regular market trading hours) to a closing price of $10.89 on June 5, 2019 (the day following the earnings call).

On June 13, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Lazard, Gibson Dunn and Wilson Sonsini to discuss, among other things, Pivotal's first quarter fiscal year 2020 financial results that were announced on June 4, 2019 and the status of business due diligence. During the meeting, VMware management noted that VMware was continuing to work on the financial model for Pivotal and develop the business plan for integrating Pivotal in the event of a transaction.

On June 25, 2019, the Pivotal Board held a regularly scheduled meeting at which the Pivotal Special Committee provided an update on discussions with VMware. Among other things, Pivotal management also discussed with the Pivotal Board the Revised Outlook (as defined in the section entitled "—Financial Projections") based on the performance to date and the outlook for Pivotal at the time.

On June 25, 2019, the VMware Board held a regularly scheduled meeting at which VMware management presented to the VMware Board on various potential transactions, including with Dell. The VMware Board determined that the VMware Special Committee should continue, together with VMware management, its review and evaluation of a potential transaction involving Pivotal.

On the same date, the VMware Special Committee met with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, VMware management's views on the strategic importance of acquiring Pivotal and management's preliminary views on Pivotal's financial projections as part of VMware. Upon consideration of VMware management's recommendation, the VMware Special Committee requested that VMware management conduct a more thorough due diligence review of Pivotal, together with advisors, with a view to providing a readout to the VMware Special Committee by July 25, 2019. At this meeting, the VMware Special Committee requested that Ms. Dykstra reach out to the chair of the Pivotal Special Committee to open a channel of communication.

On June 27, 2019, Ms. Dykstra called Ms. Lankton for an introduction, noting that business due diligence was progressing but the VMware Special Committee had not yet decided whether to make an offer to acquire Pivotal. The next day, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, during which Ms. Lankton recounted her conversation with Ms. Dykstra. Members of the Pivotal Special Committee and its representatives discussed the call and possible next steps.

On July 3, 2019, Lazard sent an additional list of diligence requests to representatives of Morgan Stanley. On July 12, 2019, representatives of Morgan Stanley returned Pivotal's responses to Lazard's requests.

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On each of July 11, 2019 and July 18, 2019, the VMware Special Committee met with representatives of Lazard and Gibson Dunn to further discuss, among other things, a potential acquisition of Pivotal.

On July 15, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of the potential transaction, specifically in connection with VMware's due diligence requests and progress to date. After discussion, the Pivotal Special Committee determined not to contact other companies that might have an interest in acquiring Pivotal at that time.

Over the course of the following week, there were several exchanges between the parties and their advisors about the due diligence requests, requests for clarification and prioritization. Pivotal responded to the VMware due diligence requests and additional due diligence meetings were held on July 19, 2019 to address the follow-up questions from VMware. Due diligence continued throughout the process.

On July 25, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, management's further refined views regarding the strategic rationale for acquiring Pivotal and the associated considerations thereof. Gibson Dunn again reviewed with the members of the VMware Special Committee their fiduciary duties in the context of evaluating a potential transaction with Pivotal and further discussed VMware's intention that any transaction would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. Representatives of Lazard discussed key observations and takeaways from due diligence to date and a preliminary financial analysis of Pivotal. During the course of such discussion, the VMware Special Committee discussed potential structures for the acquisition of Pivotal, including a cash premium acquisition for the shares of Class A common stock and an exchange of shares of Class B common stock held by Dell for shares of VMware Class B common stock using an exchange ratio based upon the unaffected market price of the Class A common stock and VMware's Class A common stock.

On July 29, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of due diligence regarding the potential transaction. Representatives of Pivotal management provided an update on the status of VMware's due diligence, noting that the preliminary due diligence process was substantially complete. The Pivotal Special Committee again discussed and determined not to contact other companies that might have an interest in acquiring Pivotal based on its consideration of the risk and dynamics inherent in a wider sale process, noting instead that if an agreement were reached with VMware, the Pivotal Special Committee would request including a "go-shop" provision such that Pivotal could solicit interest from other potential acquirers following entry into a definitive agreement with VMware.

On July 30, 2019, the VMware Special Committee met telephonically with representatives of VMware management, Wilson Sonsini, Lazard and Gibson Dunn to discuss, among other things, a potential integration and organizational approach with respect to Pivotal in order to align research and development teams, as well as sales, marketing and services to minimize business disruption and ensure an accelerated value capture from synergies through one go-to-market approach. The VMware Special Committee also discussed with VMware management a communications plan to educate key stakeholders on the benefits of a Pivotal transaction to VMware and its stockholders and to engage, align and inspire employees. In connection with such discussion, VMware management outlined the confirmatory due diligence that would need to be completed as well as a potential timeline to completion should the VMware Special Committee choose to move forward with a Pivotal transaction and make an offer to Pivotal. Representatives of Lazard discussed a preliminary financial analysis of Pivotal focusing on potential initial offer prices for the shares of Class A common stock, assuming an

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exchange of shares of Class B common stock held by Dell for shares of VMware Class B common stock using an exchange ratio based upon the unaffected market price of the Class A common stock and VMware's Class A common stock and the corresponding premium associated with such offer prices and implied enterprise values. Following discussion, the VMware Special Committee determined to offer $13.75 in cash per share of Class A common stock to the Pivotal Special Committee. Representatives of Gibson Dunn discussed with the VMware Special Committee the potential key terms of a Pivotal transaction. Representatives of Gibson Dunn also discussed with the VMware Special Committee that pursuant to the listing rules of the NYSE, approval of VMware's stockholders would be required if more than one percent of VMware's outstanding shares were issued to Dell in the potential transaction, and it would need to be determined whether to request that such vote be obtained from the holders of a majority of the outstanding VMware common stock unaffiliated with Dell and its affiliates (i.e., a VMware majority of the minority vote). The VMware Special Committee also discussed, among other things, its intention that any initial proposal to Pivotal would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal capital stock unaffiliated with Dell and VMware. The VMware Special Committee determined that in light of Pivotal's prior quarter financial results it would be important to receive an update on Pivotal's second financial quarter, which would end shortly before delivering any offer.

On July 31, 2019, the Pivotal Special Committee held a telephonic meeting, at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present, to discuss the status of the potential transaction. The members of the Pivotal Special Committee, the representatives of Pivotal management and representatives of Morgan Stanley in attendance discussed Pivotal's business as well as the competitive landscape. Following this discussion, the Pivotal Special Committee discussed the potential timeline of a potential transaction. In addition, representatives of Morgan Stanley and the Pivotal Special Committee discussed the Revised Outlook. Morgan Stanley also discussed its preliminary financial analyses of the transaction as well as Wall Street research analyst perspectives on Pivotal's future financial results and share price. The Pivotal Special Committee approved the Revised Outlook and certain extrapolations of the Revised Outlook prepared by Morgan Stanley (and reviewed by Pivotal management) for use in Morgan Stanley's analysis of the potential transaction and for preparation of Morgan Stanley's opinion, as described in more detail in the section entitled "—Financial Projections."

On August 1, 2019, Lazard informed representatives of Morgan Stanley that VMware would likely be in a position to submit an initial offer for the shares of Class A common stock with respect to a potential transaction by the end of the week, subject to receipt of a few additional due diligence items, including a preliminary forecast of certain of Pivotal's financial results for the second fiscal quarter of 2020, which Pivotal provided.

On August 2, 2019, the VMware Board held a meeting with representatives of VMware management, Gibson Dunn, Wilson Sonsini, Lazard and JPMorgan. During the meeting, the Chair of the VMware Special Committee provided an update to the VMware Board noting that subject to receipt of certain financial information, the VMware Special Committee was preparing to make an offer to the Pivotal Special Committee to acquire all of the outstanding shares of Class A common stock for cash at a premium to the current market price and further discussed the VMware Special Committee's intention that any transaction would include a non-waivable condition that the transaction be approved by (i) the Pivotal Special Committee and (ii) the holders of a majority of Pivotal common stock unaffiliated with Dell and VMware.

On August 4, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn to discuss the due diligence information received regarding Pivotal's second financial quarter. Representatives of Lazard noted that Pivotal expected to achieve or exceed the preliminary forecast of Pivotal's revenue for the second fiscal quarter of 2020. The VMware Special Committee

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then discussed conveying the initial offer of $13.75 in cash per share of Class A common stock to Pivotal's Special Committee and noted the importance of conveying that: (1) the merger would be predicated on the affirmative vote by the holders of a majority of Pivotal common stock unaffiliated with Dell and VMware, which condition was non-waivable, (2) the offer would be contingent on Dell's acceptance of a support agreement regarding the conversion of the shares of Class B common stock held by Dell for shares of VMware, the details of which had not yet been negotiated but such conversion would be at an implied value per share less than the cash being offered to holders of the shares of Class A common stock, (3) the offer would be contingent on approval of the Pivotal Special Committee and (4) the VMware Special Committee would seek support of the transaction from Ford and a commitment to vote its shares in favor of the transaction. The VMware Special Committee determined that Ms. Dykstra should convey such offer to the Pivotal Special Committee.

On August 4, 2019, Ms. Dykstra called Ms. Lankton to relay a verbal offer of $13.75 in cash per share for the Class A common stock and the key terms thereof, including that the proposal would be subject to approval by (i) the Pivotal Special Committee and (ii) a vote of the holders of a majority of the Pivotal capital stock unaffiliated with Dell and VMware, which condition was non-waivable. Ms. Dykstra also indicated that the offer was subject to completion of due diligence.

Later on August 4, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which Ms. Lankton summarized the offer presented by Ms. Dykstra during their call.

On August 5, 2019, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the status of the potential transaction and Ms. Lankton's discussion with Ms. Dykstra. Representatives of Morgan Stanley gave a presentation during this meeting and discussed with the Pivotal Special Committee a preliminary financial analysis of VMware's offer. Representatives of Latham & Watkins then gave a presentation to the Pivotal Special Committee on its fiduciary duties and responsibilities in connection with evaluating the offer from VMware. Following those presentations, the Pivotal Special Committee discussed Pivotal's go-forward strategy in negotiations and the appropriate response to VMware's initial offer. Following discussion, the Pivotal Special Committee determined that it would not be willing to proceed with a potential transaction at the price per share of Class A common stock proposed by VMware and that Ms. Lankton should respond to Ms. Dykstra with a counter-offer of $16.50 in cash per share of Class A common stock, which would represent a 10% premium to the price per share of Class A common stock in Pivotal's initial public offering. The Pivotal Special Committee also discussed various potential contract terms as part of negotiations with VMware and determined that Pivotal should request a "go-shop" provision as part of its response to VMware.

During this time the due diligence process continued.

On August 6, 2019, Ms. Lankton communicated to Ms. Dykstra Pivotal's counter-offer of $16.50 in cash per share of Class A common stock and the request for inclusion of a "go-shop" provision in the potential merger agreement. Ms. Lankton and Ms. Dykstra also discussed process and the finalization of VMware's due diligence process. Following that conversation, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, during which Ms. Lankton provided an update on her conversation with Ms. Dykstra.

Also on August 6, 2019, the VMware Special Committee met with representatives of Lazard and Gibson Dunn to discuss Pivotal's counteroffer. Following discussion, the VMware Special Committee determined to raise its offer to $14.25 in cash per share of Class A common stock and reject the request for inclusion of a "go-shop" provision in the potential merger agreement. At the VMware Special Committee's direction, Ms. Dykstra then called Ms. Lankton and conveyed the revised offer approved by the VMware Special Committee and the VMware Special Committee's position that it would not be willing to accept a "go-shop" provision as part of the potential transaction.

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Representatives of Lazard also discussed with representatives of Morgan Stanley that the VMware Special Committee was having difficulty justifying Pivotal's counter-offer based on the financial performance and trajectory of Pivotal. Lazard requested additional due diligence information to assist the VMware Special Committee in their continued evaluation of Pivotal.

Later on August 6, the Pivotal Special Committee reconvened following receipt of the counter-offer from VMware and held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present. Representatives of Morgan Stanley conveyed the messages it received from Lazard with respect to VMware's counter-offer, noting that the VMware Special Committee was having difficulty justifying a higher price based on the financial performance and trajectory of Pivotal and had requested additional due diligence information to assist them in their continued evaluation of Pivotal. The Pivotal Special Committee and Pivotal representatives discussed a further counter-offer of $15.75 per share of Class A common stock, and also discussed the relative value of the Class A common stock to the Class B common stock. The Pivotal Special Committee agreed that Ms. Lankton would present such a counter-offer and would also continue to ask for inclusion of a "go-shop" provision in the potential merger agreement. Representatives of Latham & Watkins then provided a description of key issues expected in the merger agreement, including the amount of a termination fee in the event that Pivotal were to accept a superior proposal from another acquirer after entering into a definitive agreement with VMware. Representatives of Latham & Watkins led a discussion with the Pivotal Special Committee and its representatives about customary termination fees.

On August 7, 2019, Ms. Lankton called Ms. Dykstra to communicate Pivotal's counter-offer and again requested inclusion of a "go-shop" provision in the potential merger agreement.

Also on August 7, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn to discuss Pivotal's counteroffer. Following discussion, the VMware Special Committee asked Lazard to analyze the aggregate consideration assuming various exchange ratios that could be utilized for the exchange of shares of Class B common stock held by Dell for VMware common stock. Upon receipt of such analyses, the VMware Special Committee reconvened with representatives of Lazard and Gibson Dunn and determined that it would be prudent to begin negotiation of definitive documentation with Pivotal and its representatives on the terms discussed with representatives of Gibson Dunn and for Lazard to communicate the remaining confirmatory due diligence items for Pivotal before the VMware Special Committee communicated any counterproposal to the Pivotal Special Committee. The VMware Special Committee also requested that Lazard reach out to Goldman Sachs & Co. LLC ("Goldman Sachs"), financial advisor to Dell, to communicate that it was evaluating a proposal to acquire the shares of Class B common stock held by Dell in connection with its evaluation of an acquisition of Pivotal.

On August 7, 2019, representatives of Lazard called representatives of Goldman Sachs, financial advisor to Dell, to indicate that the VMware Special Committee was evaluating a proposal to acquire the shares of Class B common stock of Pivotal held by Dell in exchange for common stock of VMware.

Also on August 8, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn and confirmed that representatives of Lazard were authorized to communicate to Morgan Stanley that the VMware Special Committee was reviewing the Pivotal Special Committee's latest proposal but required that confirmatory due diligence materials be made available to enable that review.

Later on August 8, 2019, representatives of Morgan Stanley and Lazard held a call to discuss VMware's outstanding high-priority due diligence requests. Representatives of Lazard requested certain due diligence responses from Pivotal, noting that following receipt of such information VMware would be prepared to provide a "best and final" offer. Representatives of Lazard also noted that Gibson Dunn would be circulating an initial draft of the merger agreement to Latham & Watkins.

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The Pivotal Special Committee held a telephonic meeting on August 8, 2019, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, to discuss the conversation between representatives of Morgan Stanley and Lazard earlier in the day. During the meeting, the Pivotal Special Committee discussed strategies for finishing due diligence and final price negotiations.

On August 9, 2019, Gibson Dunn sent an initial draft of the merger agreement to Latham & Watkins. Representatives of Gibson Dunn also communicated to representatives of Latham & Watkins that, upon receipt of a proposal to acquire shares of Class B common stock held by Dell, Dell may need to file an amendment to its Schedule 13D in respect of its ownership of VMware common stock, which would likely include the status of negotiations between the parties. Steps were also taken on this day by representatives of Pivotal and VMware to finalize due diligence requests and responses. The draft of the merger agreement provided, among other things, that approval of the potential acquisition would be conditioned on the approval of the holders of a majority of the outstanding Class A common stock not owned by VMware or its affiliates, including Dell and EMC Corporation, but did not provide for a "go-shop" provision. The merger agreement also included a termination fee, payable under various circumstances specified in the merger agreement, including if the merger agreement was terminated in favor of a superior proposal, but did not include an amount for such a fee.

On August 11, 2019, the VMware Special Committee met telephonically with representatives of Lazard and Gibson Dunn and discussed potential exchange ratios to propose to Dell regarding the exchange of shares of Class B common stock held by Dell for VMware common stock. The VMware Special Committee discussed potential exchange ratios based on volume weighted average prices of VMware common stock and Pivotal common stock across various measurement periods, as well as whether to offer Dell shares of VMware Class A common stock or VMware Class B common stock in respect of shares of Class B common stock held by Dell. Following such discussion, the VMware Special Committee determined to propose an exchange ratio of 0.0550 of a share of VMware Class A common stock for each share of Class B common stock of Pivotal owned by Dell. Representatives of Gibson Dunn reviewed with the VMware Special Committee a draft of the support agreement and discussed whether to condition the issuance of VMware common stock to Dell on the prior affirmative vote of a majority of the VMware capital stock unaffiliated with Dell and its affiliates. The VMware Special Committee noted that it would offer VMware Class A common stock and propose a majority of the minority voting condition, but noted that it may be prepared to negotiate those points with Dell in return for favorable economic terms. Following discussion, the VMware Special Committee directed representatives of Lazard, subject to final approval by the chair of the VMware Special Committee following the close of trading on August 12, 2019, to communicate the proposal to representatives of Goldman Sachs on August 13, 2019 with a draft of the proposed Dell support agreement to follow. Representatives of Lazard also provided an update on due diligence noting that Pivotal's updated expectations for its recently completed financial quarter showed revenue and operating profits higher than previously communicated.

During the week of August 12, 2019, members of Pivotal's management held a series of due diligence calls with representatives of VMware relating to various aspects of Pivotal's business, including with respect to intellectual property, litigation, commercial and employee matters. Latham & Watkins and Davis Polk conferred with the Pivotal Special Committee, representatives of Morgan Stanley and Pivotal management to revise the terms of the draft merger agreement.

On August 13, 2019, the Pivotal Special Committee executed an engagement letter with Morgan Stanley to act as its financial advisor in connection with the proposed sale of all or substantially all of the business or assets or all or a majority of the equity of Pivotal.

On August 13, 2019, following final approval of the chair of the VMware Special Committee, representatives of Lazard communicated the proposed exchange ratio of 0.0550 to representatives of Goldman Sachs and the draft support agreement was then shared with Dell. In addition,

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representatives of VMware management provided an update to representatives of Dell management on the status of negotiations between the VMware Special Committee and the Pivotal Special Committee and thereafter provided periodic updates regarding the status of the transaction through signing.

Later on August 13, 2019, the board of directors of Dell (the "Dell Board") held a telephonic meeting to discuss, among other things, a potential transaction between VMware and Pivotal, and the proposal from the VMware Special Committee received earlier that day. During this meeting, the Dell Board received an update from Dell's senior management on the status of negotiations between the VMware Special Committee and the Pivotal Special Committee. Dell's general counsel advised the Dell Board on its fiduciary duties in considering a potential transaction between two of the company's controlled subsidiaries. After this discussion, a representative of Goldman Sachs joined the meeting and provided an overview of VMware's proposal to acquire Pivotal. The Dell Board thereafter engaged in discussion with respect to the potential transaction, and following such discussion approved a resolution authorizing Dell to evaluate the proposal from VMware's Special Committee and the potential transaction between VMware and Pivotal, to engage in discussions and negotiations with VMware relating to the potential transaction, and to report back to the Dell Board for further consideration and approval before entering into any agreements with respect to the proposal or potential transaction. The Dell Board further resolved and directed Dell to file with the SEC an amendment to Dell's beneficial ownership report in VMware on Schedule 13D disclosing the proposal from VMware and that Dell was evaluating whether to support the proposed transaction in which its stockholdings in Pivotal may be exchanged for shares of VMware common stock.

On August 14, 2019, the VMware Special Committee met with representatives of VMware management, Lazard and Gibson Dunn to discuss an update on recent due diligence. Representatives of VMware management communicated that the business case for acquiring Pivotal was improved through due diligence. The VMware Special Committee also discussed a potential counterproposal to Pivotal's last proposal of $15.75 per share of Class A common stock. Following a review from Lazard of the total enterprise value attributed to Pivotal at various mixes of consideration, the VMware Special Committee approved a best and final offer of $15.00 per share of Class A common stock and authorized Lazard to communicate the proposal to Morgan Stanley.

Later on August 14, 2019, representatives of Lazard delivered the VMware Special Committee's proposal to representatives of Morgan Stanley, noting that the transaction would continue to be subject to non-waivable conditions requiring (i) the approval of the holders of a majority of the outstanding shares of Class A common stock not owned by VMware or its affiliates, including Dell and EMC Corporation, and (ii) approval of the Pivotal Special Committee. Representatives of Lazard also noted that the proposal assumed that VMware would separately negotiate the acquisition of the shares of Class B common stock in exchange for VMware common stock, at an implied price per share less than the price paid for the shares of Class A common stock.

Later that same day, the Pivotal Special Committee held a telephonic meeting, with representatives of Pivotal management, Morgan Stanley and Latham & Watkins present, at which representatives of Morgan Stanley provided an update on VMware's latest proposal. The Pivotal Special Committee determined that it would be willing to proceed with negotiating transaction documents on the basis of VMware's latest proposal, subject to understanding the economics of the exchange of shares of Class B common stock held by Dell for shares of VMware Class A common stock and directed Morgan Stanley to so inform Lazard. The Pivotal Special Committee also discussed the material issues in the draft merger agreement with its advisors. The Pivotal Special Committee again requested a "go-shop" provision such that Pivotal could solicit interest from other potential acquirers following entry into a definitive agreement with VMware.

Following the Pivotal Special Committee meeting, representatives of Morgan Stanley informed representatives of Lazard that the Pivotal Special Committee had determined that it would be willing to

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proceed with negotiating transaction documents based on VMware's proposal, subject to understanding the economics of the exchange of shares of Class B common stock held by Dell. During that conversation, Lazard informed Morgan Stanley that the VMware Special Committee intended that shares of Class B common stock held by Dell would be converted to shares of VMware Class A common stock at an exchange ratio determined based on then-prevailing market prices and had communicated such offer to Dell.

Later on August 14, 2019, Dell publicly filed an amendment to its Schedule 13D with respect to VMware, disclosing that the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00. The Schedule 13D amendment also disclosed that the VMware Special Committee made a request to Dell, in writing, that Dell exchange all of its outstanding shares of Class B common stock other than shares of Class B common stock held by VMware for shares of VMware Class A common stock. Pivotal also issued a press release on August 14, 2019 and filed a Current Report on Form 8-K on August 15, 2019 that each disclosed the potential transaction and the potential consideration per share of Class A common stock.

During the evening of August 14, 2019, Latham & Watkins circulated a revised draft of the merger agreement to Gibson Dunn with changes including, among others, the continued request for a go-shop period following the signing of the merger agreement.

On August 16, 2019, representatives of Simpson Thacher & Bartlett LLP ("Simpson Thacher"), legal counsel to Dell, delivered a revised draft of the support agreement to representatives of Gibson Dunn. The revised draft provided, among other things, that Dell would receive shares of VMware Class B common stock (as opposed to VMware Class A common stock as originally proposed by the VMware Special Committee) and that Dell, as the holder of a majority of VMware's outstanding common stock, would approve the issuance of VMware shares in an action by written consent. On the same day, representatives of Goldman Sachs communicated to representatives of Lazard a proposed exchange ratio of 0.0580 shares of VMware Class B common stock in exchange for each share of Class B common stock owned by Dell.

Between August 16, 2019 and August 21, 2019, representatives of Gibson Dunn conferred with the VMware Special Committee, representatives of Lazard and VMware management to revise the terms of the draft support agreement.

Also on August 16, 2019, Gibson Dunn circulated a draft voting agreement to representatives of Latham & Watkins, to be signed by Ford, in connection with the voting of its shares in favor of a merger at any stockholder meeting in connection with the potential transaction.

Later on August 16, 2019, Gibson Dunn circulated a revised draft of the merger agreement to Latham & Watkins, rejecting Pivotal's request for a go-shop provision and proposing instead a "window-shop" provision which would allow Pivotal to engage in discussions in connection with unsolicited proposals from third parties after following specified procedures in the merger agreement. The revised draft merger agreement also included a proposed termination fee of $125 million to be paid by Pivotal in certain specified circumstances.

Between August 16, 2019 and August 22, 2019, representatives of Gibson Dunn, Wilson Sonsini, Latham & Watkins and Davis Polk, negotiated the proposed merger agreement and ancillary documentation.

On August 18, 2019, representatives of Gibson Dunn delivered a revised draft of the support agreement providing for an exchange ratio of 0.0550 shares of VMware Class A common stock in exchange for each share of Class B common stock owned by Dell and noting that the VMware Special

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Committee was evaluating the request for VMware Class B common stock as well as the request for stockholder approval of the issuance by written consent.

Between August 18, 2019 and August 21, 2019, representatives of Gibson Dunn and Simpson Thacher negotiated the support agreement. Following discussions with the VMware Special Committee and Dell by their respective counsels, the parties agreed that shares of Class B common stock held by Dell would be exchanged for shares of VMware Class B common stock at an exchange rate of 0.0550 of a share of VMware Class B common stock for each share of Class B common stock held by Dell (other than those shares beneficially owned by VMware) and that the required stockholder approval would be effected by an action by written consent.

On August 19, 2019, Latham & Watkins circulated a revised draft of the merger agreement to Gibson Dunn which reflected input from the Pivotal Special Committee, Pivotal management and Davis Polk. Based on communications received by Latham & Watkins from the Pivotal Special Committee, the revised merger agreement reflected a $75 million termination fee to be paid by Pivotal in certain specified circumstances.

On August 20, 2019, the Pivotal Special Committee held a telephonic meeting at which representatives of Pivotal management, Latham & Watkins and Morgan Stanley were present. The parties discussed the status of the potential transaction and negotiations in connection with the draft merger agreement and other transaction documents, including the support agreement and voting agreement. Representatives of Latham & Watkins presented materials to the Pivotal Special Committee, which refreshed the Pivotal Special Committee on its fiduciary duties and summarized the key open issues in the transaction documents, including the termination fee that would be owed by Pivotal pursuant to the merger agreement in the event Pivotal were to accept an unsolicited superior proposal from a third party after entry into a definitive agreement with VMware. During the course of such discussions the Pivotal Special Committee agreed to forgo a "go-shop" provision in the merger agreement in light of the fact that no inquiries had been received since Dell's public filing of its Schedule 13D amendment and Pivotal's public filing of a Current Report on Form 8-K and issuance of a press release disclosing that the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00 and that Dell had the ability to prevent any alternative transaction from being consummated. Following discussion of the key open issues, representatives of Latham & Watkins outlined the remaining key terms of the transaction documents and next steps in connection with the negotiation of the potential transaction. Representatives of Morgan Stanley discussed with the Pivotal Special Committee Morgan Stanley's preliminary financial analyses of the proposed consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares).

On August 21, 2019, the Dell Board held a telephonic meeting to discuss, among other things, the potential transaction between VMware and Pivotal, and the proposed Dell support agreement in connection with that potential transaction. Representatives of Dell's senior management, Goldman Sachs, Simpson Thacher and Moelis & Company also participated. During this meeting, the Dell Board received an update on the potential transaction and an overview of the strategic rationale for combination of the two companies. Dell's general counsel further advised the Dell Board on its fiduciary duties in considering a potential transaction between two of the company's controlled subsidiaries. A representative of Goldman Sachs then reviewed its financial analysis with respect to the proposed transaction, and a representative of Moelis & Company reviewed Moelis & Company's financial analyses and rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 21, 2019, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations set forth in the written opinion, the proposed transaction was fair, from a financial point of view, to Dell and Denali. The Dell Board thereafter engaged in discussion with respect to the potential transaction, and following such

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discussion, each of Dell's disinterested directors and the Dell Board approved a resolution authorizing Dell to enter into the support agreement and the tax sharing agreement amendment on the basis that the merger, the stock consideration and the other transactions contemplated by the merger agreement are advisable and in the best interests of Dell and its stockholders.

Also on August 21, 2019, the VMware Special Committee held a telephonic meeting with representatives of VMware management, Lazard and Gibson Dunn. VMware management provided an overview of key findings from the confirmatory due diligence process and confirmed the strategic rationale and business model underlying the acquisition of Pivotal. Representatives of Gibson Dunn reviewed with the members of the VMware Special Committee their fiduciary duties under applicable law with respect to the proposed transaction with Pivotal and the provisions of the proposed merger agreement and support agreement. Representatives of Lazard reviewed with the VMware Special Committee its financial analyses and rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 21, 2019, that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration to be paid by VMware in the merger was fair, from a financial point of view, to VMware. Lazard's opinion is more fully described below under the section entitled "—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)" and is attached as Annex C to this proxy statement.

Following discussion, the VMware Special Committee resolved to recommend to the VMware Board that it approve the merger agreement and the voting agreement and the transactions contemplated thereby. The VMware Special Committee also approved VMware's entry into the support agreement and the tax sharing agreement amendment contemplated thereby.

Later on August 21, 2019, the VMware Board met telephonically to consider the merger agreement and the support agreement. Representatives of VMware management, JPMorgan, Wilson Sonsini and Gibson Dunn were also in attendance. Representatives of Wilson Sonsini reviewed with the members of the VMware Board their applicable fiduciary duties. Ms. Dykstra informed the VMware Board that the VMware Special Committee had resolved to recommend to the VMware Board that it approve the merger agreement and the voting agreement and the transactions contemplated thereby and that the VMware Special Committee had approved the entry into the support agreement and the tax sharing agreement amendment. Ms. Dykstra also discussed the VMware Special Committee's rationale for such recommendations and decisions. Following discussion, the VMware Board resolved to approve the merger agreement and voting agreement and the transactions contemplated thereby.

During the day on August 21 and into August 22, 2019, Latham & Watkins, Gibson Dunn, Davis Polk and Wilson Sonsini continued to further negotiate, and reach resolution on, the remaining open points in the transaction documents, which included key provisions such as the interim operating covenants and the amount of the termination fee, which the parties agreed to set at $95 million.

On August 22, 2019, the Pivotal Special Committee held a telephonic meeting with certain representatives of Pivotal's senior management, Morgan Stanley and Latham & Watkins in attendance. Representatives of Latham & Watkins discussed with the Pivotal Special Committee the fiduciary duties of directors in connection with evaluating Pivotal's strategic alternatives and the terms of the merger agreement, including, among other things, the parties' respective termination rights (including Pivotal's right to terminate the merger agreement to enter into an alternative acquisition agreement with respect to a superior proposal), the termination fee and the applicable closing conditions, including that the merger agreement must be approved by the vote of a majority of the outstanding Class A common stock not owned by VMware or its affiliates, including Dell and EMC Corporation. Also at this meeting, a representative of Morgan Stanley reviewed with the Pivotal Special Committee Morgan Stanley's financial analysis of the $15.00 per share consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares). Morgan

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Stanley rendered to the Pivotal Special Committee its oral opinion, subsequently confirmed in writing, that as of August 22, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares) pursuant to the merger agreement was fair from a financial point of view to such holders. Morgan Stanley's opinion is more fully described below under the section entitled "—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)" and is attached as Annex B to this proxy statement. Following a discussion among the Pivotal Special Committee and its representatives, the Pivotal Special Committee resolved to recommend to the Pivotal Board that Pivotal enter into the merger agreement with VMware and the potential transaction at $15.00 per share of Class A common stock.

Following the meeting of the Pivotal Special Committee, the Pivotal Board held a telephonic meeting on August 22, 2019, at which certain representatives of Pivotal's senior management and representatives of Morgan Stanley, Davis Polk and Latham & Watkins were in attendance. All members of the Pivotal Board were present other than Egon Durban and Zane Rowe, both of whom were absent from the meeting. At this meeting, the Pivotal Special Committee presented its recommendation to enter into the merger agreement with VMware to the Pivotal Board. A representative of Davis Polk reviewed the final terms of the merger agreement and the Pivotal Board's fiduciary duties in connection with its approval. After considering the proposed terms of the merger agreement and the other transaction agreements and the various presentations of Morgan Stanley, Davis Polk and Latham & Watkins, Ms. Lankton and Ms. Klevorn, the disinterested and independent members of the Pivotal Board, unanimously (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. Following these actions, all of the members of the Pivotal Board present made the same determination and approval described in the preceding sentence.

Following the closing of NYSE normal trading hours on August 22, 2019, the parties executed the merger agreement, support agreement and voting agreement.

Also on August 22, 2019, Pivotal and VMware issued a joint press release announcing the execution of the transaction. As of the date of this proxy statement, Pivotal has not received any inquiries from other potential buyers following the issuance of this joint press release.

Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger

In response to VMware's initial interest in a potential acquisition of Pivotal and in light of the presence of directors and officers of Dell and VMware on the Pivotal Board and the beneficial ownership of Dell and VMware combined of approximately 62.6% of the outstanding common stock of Pivotal (including the 15.8% of Pivotal's outstanding common stock held directly by VMware) and 94.4% of the total voting power of both classes of Pivotal's outstanding common stock as of October 15, 2019, the Pivotal Board determined that it was in the best interests of Pivotal and Pivotal's stockholders to establish the Pivotal Special Committee to manage the process for evaluating, negotiating and providing a recommendation to the Pivotal Board with respect to the potential acquisition or alternative

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transactions. The Pivotal Board delegated full power and authority to the Pivotal Special Committee in connection with its evaluation of the potential acquisition, including the full power and authority to: (i) evaluate and negotiate the terms of any proposed definitive or other agreements in respect of a potential sale of Pivotal, (ii) make recommendations to the Pivotal Board in respect of any potential transaction, including any recommendation to not proceed with or to recommend that Pivotal's stockholders reject a potential sale of Pivotal, and (iii) hire its own independent advisors. The Pivotal Board also unanimously among those voting resolved that it would not approve or recommend to Pivotal's stockholders any potential sale or business combination of Pivotal and VMware without the affirmative recommendation of the Pivotal Special Committee.

The Pivotal Special Committee

The Pivotal Special Committee, acting with the advice and assistance of its independent legal and financial advisors, evaluated and directed the negotiation of the proposed merger, including the terms and conditions of the merger agreement. At the telephonic meeting held on August 22, 2019 (described above in the section entitled "—Background of the Merger"), the Pivotal Special Committee unanimously: (i) recommended and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the terms of the merger agreement and the merger are fair to, and in the best interests of, Pivotal and the holders of the Class A common stock, (iii) directed that the merger agreement and the other transaction documents, including the support agreement and the voting agreement, be submitted to the Pivotal Board for approval and (iv) recommended that the Pivotal Board approve the merger agreement, the other transaction documents and the merger for submission to Pivotal's stockholders for approval.

In the course of its deliberations and in reaching its determination and making its recommendations, the Pivotal Special Committee considered a number of substantive and procedural factors, including the following material factors:

•

the attractiveness of the Class A merger consideration to the holders of the Class A common stock other than Pivotal's directors and officers, VMware or any of its affiliates, including Dell and EMC LLC (such stockholders constitute Pivotal's unaffiliated security holders, as defined in Rule 13e-3 under the Exchange Act), including:



•

the Pivotal Special Committee's belief that it had obtained VMware's best and final offer at the conclusion of a lengthy negotiation process and that the Class A merger consideration of $15.00 per share in cash represented the highest per share consideration reasonably obtainable;



•

the then-current and recent trading prices of the Class A common stock on the NYSE relative to the $15.00 Class A merger consideration, including that: (i) the Class A merger consideration represents an 81% premium to $8.30, the closing trading price on August 14, 2019, the Last Unaffected Trading Day, (ii) the Class A merger consideration represents a 54% premium to $9.73, the average of the closing trading prices of the Class A common stock on the NYSE for the 30 consecutive trading days ending on the Last Unaffected Trading Day, (iii) the Class A merger consideration represents a 2% premium to $14.75, the average of the closing trading prices of the Class A common stock on the NYSE for the 90 consecutive trading days ending on the Last Unaffected Trading Day and (iv) the Class A merger consideration equals the price per share of Class A common stock offered to the public in connection with Pivotal's Initial Public Offering (the "IPO") on April 19, 2018; and



•

the fact that the Class A merger consideration will be paid in cash, providing certainty, immediate value and liquidity to the holders of the Class A common stock;

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•

the fact that the exchange ratio for the Class B merger consideration of shares of Class B common stock held by Dell to VMware Class B common stock was based upon the unaffected relative "at-the-market" prices of the Class A common stock and the VMware Class A common stock (into which the Class B common stock and VMware Class B common stock are convertible);



•

the oral opinion of Morgan Stanley, subsequently confirmed in writing, rendered to the Pivotal Special Committee, that as of August 22, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares) pursuant to the merger agreement was fair from a financial point of view to such holders, as set forth in such opinion, together with Morgan Stanley's financial analyses, each as more fully described in the section entitled "—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley);"



•

the Pivotal Special Committee's analysis and discussions with Pivotal management considering the current and historical financial condition, results of operations, business and prospects of Pivotal, as well as Pivotal's financial plan and prospects and risks if Pivotal were to remain independent and the potential impact of those factors on the trading price of the Class A common stock;



•

the likelihood that the merger would be completed based on, among other things:



•

the representation and warranty of VMware in the merger agreement that it would have access to sufficient immediately available funds to consummate the merger and that the merger is not subject to a financing condition;



•

the absence of any significant regulatory impediments to the merger;



•

Pivotal's ability, under certain circumstances pursuant to the merger agreement, to seek specific performance and to enforce specifically the terms of the merger agreement; and



•

the factors described below regarding the support agreement and voting agreement;



•

the terms of the merger agreement, including:



•

the fact that the merger agreement was not likely to preclude competing acquisition proposals, considering, among other things: (i) the ability of Pivotal under certain circumstances to entertain unsolicited proposals for an acquisition that constitutes or is reasonably likely to lead to a superior proposal and negotiate with, and provide information to, third parties making such proposals, (ii) the ability of the Pivotal Special Committee under certain circumstances to withdraw or modify its recommendation that the holders of the Class A common stock approve the merger, including in connection with a superior proposal, (iii) Pivotal's right to terminate the merger agreement under certain circumstances in order to accept a superior proposal and enter into a definitive agreement with respect to such superior proposal, (iv) the termination fee Pivotal would be required to pay to VMware in connection with the termination of the merger agreement in order to enter into an agreement with respect to a superior proposal and certain other circumstances being limited to $95 million, which the Pivotal Special Committee considered to be reasonable and customary given market practice, and (v) the factors described below regarding the support agreement and voting agreement; and



•

the other terms and conditions of the merger agreement, described in the section entitled "The Merger Agreement" which the Pivotal Special Committee, after consulting with its

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legal counsel, considered to be reasonable and consistent with precedents it deemed relevant;

•

with respect to the entry by Dell into the support agreement with VMware, EMC LLC, and solely with respect to Section 5 and 6 therein, EMC Corporation and VMW Holdings:



•

the fact that the support agreement obligates Dell, subject to certain exceptions, to vote in favor of the merger and that Pivotal is a third-party beneficiary of the support agreement for purposes of enforcing this obligation, thus providing for greater certainty that the merger will be consummated;



•

the fact that the support agreement automatically terminates, among other circumstances, if the merger agreement is terminated by Pivotal in order to enter into an agreement with respect to a superior proposal or a change in recommendation by the Pivotal Special Committee, which permits Dell to support a transaction involving a superior proposal; and



•

the other terms of the support agreement, described in the section entitled "Consent and Support Agreement," which the Pivotal Special Committee, after consulting with its legal counsel, considered to be reasonable and consistent with precedents it deemed relevant;



•

with respect to the entry by Ford into the voting agreement with VMware:



•

the fact that the voting agreement obligates Ford, subject to certain exceptions, to vote in favor of the merger, thus providing for greater certainty that the merger will be consummated;



•

the fact that the voting agreement automatically terminates, among other circumstances, if the merger agreement is terminated by Pivotal in order to enter into an agreement with respect to a superior proposal or a change in recommendation by the Pivotal Special Committee, which permits Ford to support a transaction involving a superior proposal; and



•

the other terms of the voting agreement, described in the section entitled "Voting Agreement" which the Pivotal Special Committee, after consulting with its legal counsel, considered to be reasonable and consistent with precedents it deemed relevant;



•

the fact that there were no indications of interest from third parties in an acquisition of Pivotal following the public announcement on August 14, 2019 in an amendment to Dell's Schedule 13D for VMware, in a press release issued by Pivotal on August 14, 2019 and a Current Report on Form 8-K publicly filed by Pivotal on August 15, 2019, disclosing that the Pivotal Special Committee and the VMware Special Committee were in discussions in connection with a potential transaction, pursuant to which the Pivotal Special Committee and the VMware Special Committee were proceeding to negotiate definitive agreements with respect to a transaction for VMware to acquire all of the outstanding shares of Class A common stock for cash at a per share price equal to $15.00;



•

the factors that the Pivotal Special Committee believes were and are present to establish sufficient procedural safeguards providing for the fairness of the merger and for the Pivotal Special Committee to represent the interests of Pivotal's unaffiliated security holders:



•

the Pivotal Special Committee consists solely of directors of Pivotal who are independent, disinterested with respect to the merger and not otherwise affiliated with Pivotal, Dell or VMware;



•

the Pivotal Special Committee engaged its own independent financial and legal advisors to advise it;

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•

the fact that the adoption of the merger agreement is conditioned, among other things, on the vote of the holders of a majority of the shares of Class A common stock not held by VMware or any of its affiliates, including Dell and EMC LLC;



•

the resolutions of the Pivotal Board establishing the Pivotal Special Committee and delegating to it the authority not to recommend the approval of the merger or any other transaction;



•

the availability of appraisal rights to each of the holders of Pivotal's Class A common stock who comply with all of the required procedures under the DGCL, as further described in the section entitled "Appraisal Rights;" and



•

the Pivotal Board's ability (acting upon the recommendation of the Pivotal Special Committee), under certain circumstances, to withdraw (or modify or qualify) its recommendation that Pivotal's stockholders vote to adopt the merger agreement;



•

the process followed by the Pivotal Special Committee prior to entry into the merger agreement, including:



•

the Pivotal Special Committee, together with its legal and financial advisors, met on 17 occasions prior to Pivotal's entry into the merger agreement to discuss and evaluate the strategic and other alternatives available to Pivotal (including Pivotal's standalone growth prospects), the procedures for the sale process, the management of the sale process and the review of various transaction documents including the merger agreement, support agreement and voting agreement;



•

the fact that the terms of the merger agreement and the Class A merger consideration resulted from due diligence and other discussions between the Pivotal Special Committee, Pivotal management and their respective legal and financial advisors, on the one hand, and VMware, the VMware Special Committee and their respective legal and financial advisors, on the other hand; and



•

detailed consideration of the relative advantages and disadvantages of conducting a formal pre-signing market check, including the risk of leaks, the risk of losing key personnel or having difficulty attracting new personnel, the risk of negatively impacting customer retention and Pivotal's business, the fact that Dell had the ability to prevent any alternative transaction from being consummated, the risk that VMware might terminate negotiations or reduce its offer price, and the Pivotal Special Committee's belief that such substantial risks outweighed the potential benefits to Pivotal of a formal pre-signing market check.

The Pivotal Special Committee also considered a number of potentially negative factors in its deliberations concerning the merger, including the following material factors:

•

the risk that the merger might not be completed, including the effect of the pendency of the merger and the effect such failure to be completed may have on:



•

the trading price of shares of the Class A common stock;



•

Pivotal's operating results, including the costs incurred in connection with the merger; and



•

Pivotal's ability to attract and retain key personnel and customers;



•

that Pivotal will no longer exist as a publicly traded company and that the unaffiliated security holders will no longer participate in the future growth of Pivotal's business;



•

the fact that no formal market check was conducted prior to the signing of the merger agreement;

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•

that, under the terms of the merger agreement, Pivotal is restricted from actively soliciting acquisition proposals and will be required to pay to VMware a termination fee if the merger agreement is terminated to enter into an alternative agreement in connection with a superior proposal and under certain other circumstances, which may deter other parties from making an acquisition proposal that may be more advantageous to Pivotal's stockholders;



•

limitations on Pivotal's ability to obtain alternative offers from third parties to acquire Pivotal as a result of Dell and VMware's ownership as of October 15, 2019 of 62.6% of the outstanding common stock of Pivotal and 94.4% of the total voting power, and VMware's position in negotiating the merger agreement that Pivotal should not be permitted to actively solicit alternative offers following the signing of the merger agreement;



•

that, under the terms of the merger agreement, in order for Pivotal to terminate the merger agreement, to accept a superior proposal, Pivotal must enter into an alternative agreement with respect to such superior proposal concurrently with terminating the merger agreement without knowing with certainty if Dell or VMware, who collectively own 62.6% of the outstanding common stock and 94.4% of the total voting power of Pivotal as of October 15, 2019, will support such superior proposal;



•

that if the merger does not close, (i) Pivotal's management and employees will have expended extensive time and efforts to attempt to complete the merger and will have experienced significant distractions from their work during the pendency of the merger, (ii) Pivotal will have incurred significant transaction costs and (iii) Pivotal's relationships with its customers, key partners, personnel and other third parties may be adversely affected;



•

the restrictions on the conduct of Pivotal's business prior to the completion of the merger, which could delay or prevent Pivotal from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Pivotal absent the pending completion of the merger and which could impact the ability of Pivotal to attract and retain key personnel;



•

the fact that there can be no assurance that all conditions to the parties' obligations to complete the merger will be satisfied or waived within the time frames contemplated by the merger agreement, and, as a result, the merger may not be consummated;



•

the risk of litigation in connection with the merger;



•

the fact that certain of Pivotal's directors and officers have interests in the merger that are different from, or in addition to, Pivotal's stockholders. See "—Interests of Pivotal's Directors and Executive Officers in the Merger;" and



•

the fact that, for U.S. federal income tax purposes, the Class A merger consideration will be taxable to Pivotal's Class A stockholders who are entitled to receive such consideration.

The foregoing discussion of the factors considered by the Pivotal Special Committee is not intended to be exhaustive, but rather includes the material factors considered by the Pivotal Special Committee. In reaching its decision to approve the merger, the merger agreement and the other transactions contemplated by the merger agreement, the Pivotal Special Committee did not quantify or assign any relative weights to the factors considered and individual directors may have given different weights to different factors. The Pivotal Special Committee based its recommendation to the Pivotal Board on the totality of the information made available to the Pivotal Special Committee.

The Pivotal Board

At a special meeting of the Pivotal Board on August 22, 2019, after careful consideration, and acting upon the unanimous recommendation of the Pivotal Special Committee, first the members of the

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Pivotal Board that were disinterested and independent with respect to the merger and then the other members of the Pivotal Board present at the meeting (excluding Mr. Egon Durban and Mr. Zane Rowe who were not present at the meeting) unanimously: (i) approved the merger agreement and the other transaction documents and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Pivotal and its stockholders, (ii) approved and declared advisable the consummation of the transactions contemplated by the merger agreement and directed the officers of Pivotal to execute and deliver the merger agreement, (iii) directed that the merger agreement, and the treatment of Class A common stock and Class B common stock thereunder, be submitted to Pivotal's stockholders for adoption at the meeting of Pivotal's stockholders in accordance with the merger agreement and (iv) recommended that Pivotal's stockholders vote in favor of the adoption of the merger agreement and the transactions contemplated thereby, subject to the right of the Pivotal Board to withdraw or modify such recommendation in accordance with the merger agreement. The approval of the Pivotal Board present at the meeting constituted the approval of a majority of the directors who are not employees of Pivotal.

As described in the section entitled "—Background of the Merger," prior to and in reaching these determinations, the Pivotal Board consulted with and received the advice of the Pivotal Special Committee, its financial advisor, and the respective legal advisors to Pivotal and the Pivotal Special Committee, and considered a variety of factors weighing positively in favor of the merger, including the following material factors:

•

the factors considered by the Pivotal Special Committee that are listed in the section entitled "The Pivotal Special Committee" above (including with respect to the process followed by the Pivotal Special Committee prior to entering into the merger agreement and with respect to its decision not to continue to attempt to pursue a transaction with any other party);



•

the Pivotal Special Committee's analysis, conclusions and unanimous (i) recommendation of the merger agreement and the transactions contemplated thereby, including the merger, (ii) determination that the terms of the merger agreement and the merger are fair to, and in the best interests of, Pivotal and the holders of the Class A common stock, (iii) decision that the transaction documents, including the merger agreement, be submitted to the Pivotal Board for approval and (iv) recommendation that the Pivotal Board approve the merger agreement, the other transaction documents and the merger for submission to Pivotal's stockholders for approval; and



•

the fact that the Pivotal Special Committee is comprised of two independent directors who are not affiliated with Dell or VMware or their respective affiliates and are not employees of Pivotal or any of its subsidiaries, and the fact that, other than any compensation for their service on the Pivotal Board (which is not contingent upon the consummation of the merger or the Pivotal Special Committee's or Pivotal Board's recommendation of the merger) and their interests described under "Interests of Pivotal's Directors and Executive Officers in the Merger," the members of the Pivotal Special Committee do not have an interest in the merger different from, or in addition to, that of the holders of the Class A common stock generally.

The Pivotal Board also considered a number of potentially negative factors in its deliberations concerning the merger, including the same potentially negative factors considered by the Pivotal Special Committee that are listed in the section entitled "The Pivotal Special Committee" above.

To avoid any actual conflict of interest or the appearance of any conflict of interest, Mr. Zane Rowe, the Chief Financial Officer of VMware and a director of the Pivotal Board, recused himself from all discussions and presentations regarding the transactions contemplated by the merger agreement, including the merger.

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The foregoing discussion of the factors considered by the Pivotal Board is not intended to be exhaustive, but rather includes the material factors considered by the Pivotal Board. In reaching its decision to approve the merger agreement and deem the merger agreement, the merger and the other transactions contemplated by the merger agreement to be advisable, fair to, and in the best interests of, Pivotal and its stockholders, the Pivotal Board did not quantify or assign any relative weights to the factors considered and individual directors may have given different weights to different factors. The Pivotal Board based its recommendation on the totality of the information made available to the Pivotal Board.

As discussed above, the Pivotal Special Committee and the Pivotal Board determined that the merger is procedurally and substantively fair to the unaffiliated security holders. In the course of reaching their respective determinations, the Pivotal Special Committee and the Pivotal Board considered that the consummation of the merger is conditioned, among other things, on the approval of the holders of at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell Technologies Inc. and EMC Equity Assets LLC (the "majority of the minority condition"). The Pivotal Special Committee and the Pivotal Board considered that Pivotal's directors and officers, who are deemed under SEC rules to be affiliates of Pivotal, are able to vote their shares of Class A common stock in support of the approval of the merger agreement as part of the majority of the minority condition so long as such directors and officers are not affiliates of VMware (the "unaffiliated Pivotal directors and officers"). The Pivotal Special Committee and the Pivotal Board believe that the interests of the unaffiliated Pivotal directors and officers are aligned with those of the unaffiliated security holders of Pivotal. Following the merger, the unaffiliated Pivotal directors and officers will not retain any equity interest in Pivotal. None of the unaffiliated Pivotal directors and officers will be a director of Pivotal or VMware following the merger. In addition, as of October 15, 2019, the unaffiliated Pivotal directors and officers hold approximately 0.4% of the outstanding shares of Class A common stock. Accordingly, the Pivotal Special Committee and the Pivotal Board each believes that while the majority of the minority condition does not provide for approval of at least a majority of Pivotal's unaffiliated shares (as defined in Rule 13e-3 under the Exchange Act), the majority of the minority condition provides an important procedural safeguard for the approval of the merger.

In the course of reaching its decision, the Pivotal Special Committee and the Pivotal Board did not consider the liquidation value of Pivotal's assets because they consider Pivotal to be a viable going concern business where value is derived from cash flows generated from its continuing operations. In addition, they believed that the value of Pivotal's assets that might be realized in a liquidation would be significantly less than its going concern value. Further, the Pivotal Special Committee and the Pivotal Board did not consider Pivotal's net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of Pivotal as a going concern but rather is indicative of historical costs. Pivotal's net book value per share of Class A common stock as of August 2, 2019 was $4.83, which is substantially below the Class A merger consideration of $15.00 per share in cash. In addition, the Pivotal Special Committee and the Pivotal Board did not consider the prices paid by Pivotal, VMware or Dell for past purchases of the Class A common stock because Pivotal has not repurchased any shares of its Class A common stock in the past two years, and the most recent purchases of Pivotal capital stock made by VMware and Dell were in May 2016 for Series C-1 preferred stock of Pivotal (which was converted into Class B common stock in connection with Pivotal's IPO). The Pivotal Special Committee and the Pivotal Board were not aware of any firm offer during the past two years by any person, other than VMware, for the merger or consolidation of Pivotal with or into another company, the sale or other transfer of all or any substantial part of the assets of Pivotal or a purchase of Pivotal's securities that would enable the holder to exercise control of Pivotal. There are no material U.S. federal tax consequences to Pivotal in connection with the merger.

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This summary of the Pivotal Special Committee's and the Pivotal Board's reasons for recommending the adoption of the merger agreement and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled "Cautionary Statement Regarding Forward-Looking Statements." In addition, in considering the recommendation of the Pivotal Board with respect to the merger agreement, you should be aware that some of Pivotal's directors and executive officers have interests that may be different from, or in addition to, the interests of Pivotal's stockholders generally. Please see the section entitled "—Interests of Pivotal's Directors and Executive Officers in the Merger."

Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)

Morgan Stanley was retained by the Pivotal Special Committee to act as its financial advisor in connection with the merger. The Pivotal Special Committee selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's familiarity with Pivotal, including through its experience as an underwriter for Pivotal's IPO, and expertise in Pivotal's industry. At a meeting of the Pivotal Special Committee on August 22, 2019, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of August 22, 2019, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the $15.00 per share Class A merger consideration to be received by the holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares, each as defined in "The Merger Agreement—Consideration to be Received in the Merger") pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of Morgan Stanley's written opinion to the Pivotal Special Committee, dated August 22, 2019, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley's opinion carefully. The written opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering the opinion. Morgan Stanley's opinion was directed to the Pivotal Special Committee, in its capacity as such, and addressed only the fairness from a financial point of view of the Class A merger consideration to be received by holders of Class A common stock (other than holders of excluded Class A shares or dissenting shares) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects of the merger. Morgan Stanley's opinion was not intended to, and does not, constitute advice or a recommendation to any holder of Class A common stock as to how to vote at the special meeting to be held in connection with the merger or whether to take any other action with respect to the merger.

For purposes of rendering its opinion, Morgan Stanley, among other things:

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reviewed certain publicly available financial statements and other business and financial information of Pivotal;



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reviewed certain internal financial statements and other financial and operating data concerning Pivotal;



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reviewed certain financial projections prepared by the management of Pivotal (see "—Financial Projections");



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discussed the past and current operations and financial condition and the prospects of Pivotal with senior executives of Pivotal;



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reviewed the reported prices and trading activity for the Class A common stock;

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compared the financial performance of Pivotal and the prices and trading activity of the Class A common stock with that of certain other publicly-traded companies comparable with Pivotal, and their securities;



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reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;



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participated in discussions and negotiations among representatives of the Pivotal Special Committee and the financial and legal advisors to VMware and the VMware Special Committee;



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reviewed the merger agreement and certain related documents; and



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performed such other analyses, reviewed such other information and considered such other factors as it had deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by Pivotal, and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Pivotal of the future financial performance of Pivotal. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Pivotal and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Pivotal's officers, directors or employees, or any class of such persons, relative to the Class A merger consideration to be received by the holders of shares of Class A common stock in the transaction. Furthermore, Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the merger consideration to be received by any holder of any class of securities of Pivotal other than the Class A common stock, relative to the Class A merger consideration to be received by the holders of shares of Class A common stock in the transaction, or as to the underlying decision by Pivotal to engage in the transaction. Morgan Stanley's opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Pivotal, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of the date of its opinion. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Pivotal Special Committee. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion,

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nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of the financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors described herein, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion.

In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley used and relied upon three cases—the Base Case, the Low Case and the High Case—that collectively comprise the Revised Outlook provided by Pivotal's management (each as defined in the section entitled "—Financial Projections"). In accordance with discussions with Pivotal, Morgan Stanley also used and relied upon a set of financial projections for Pivotal based on Wall Street research reports as of June 5, 2019 for fiscal years 2020 through 2022 (the "Street Case"). The Street Case projections of Pivotal's revenue, EBITDA and unlevered free cash flow for the fiscal years 2020 through 2029 are set forth below. These projections consist of amounts published by Wall Street analysts (or, in the case of unlevered free cash flow, calculated based on the information provided by Wall Street analysts) for the fiscal years 2020 through 2022 (without adjustment by Morgan Stanley), and, for fiscal years 2023 through 2029, extrapolations of such amounts that were reviewed by Pivotal's management and approved by the Pivotal Special Committee for use in Morgan Stanley's analysis.

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which is designed to provide an implied trading value of a company by comparing it to selected companies with similar characteristics to Pivotal. Morgan Stanley compared certain financial information of Pivotal with publicly available information for the following companies in the infrastructure software and IT services industries, selected based on Morgan Stanley's professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics with Pivotal, including similar lines of business, market capitalizations and/or other similar operating characteristics (the "comparable companies"):

Comparable Infrastructure Software Companies

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VMware, Inc.



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Citrix Systems, Inc.



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Splunk Inc.



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LogMeIn, Inc.



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Cloudera, Inc.



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Box, Inc.



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Talend S.A.



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Appian, Inc.

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Comparable IT Services Companies

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Accenture, Inc.



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Cognizant Technology Solutions Corporation



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Atossa Genetics Inc.



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Infosys Limited



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Wipro Limited



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Genpact Limited

For purposes of this analysis, Morgan Stanley analyzed the ratio of each comparable company's aggregate value ("aggregate value" or "AV"), which is defined as equity value, plus debt and minority interest, less cash and cash equivalents, to an estimate of revenue for calendar years 2019 and 2020, in each case, for each of the comparable companies, based on publicly available financial data and Wall Street research reports. Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of aggregate value to revenue multiples and applied these ranges of multiples to the estimated relevant metric for Pivotal for each management case and the Street Case. Based on the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal's management, Morgan Stanley calculated the estimated implied value per share of Class A common stock as follows:

No company in the public trading multiples analysis is identical to Pivotal and therefore the foregoing summary and underlying financial analyses involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Pivotal was compared. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Pivotal, such as the impact of competition on the business of Pivotal or the industry generally, industry growth and the absence of any material change in the financial condition and prospects of Pivotal or the industry or in the financial markets in general. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of such company's estimated future earnings and its forward revenue multiples. The resulting estimated future implied value of a company is subsequently discounted back to the present day at such company's cost of equity in order to arrive at an illustrative estimate of the present value for Pivotal's theoretical future implied stock price.

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To calculate the discounted implied value per share of the Class A common stock, Morgan Stanley used the estimated revenue of fiscal year 2022, fiscal year 2023 and fiscal year 2024 from the Street Case and each management case. Based upon the application of its professional judgment and experience, Morgan Stanley applied in each case a range of aggregate value to revenue multiples (derived from the comparable companies analysis above) to the estimated revenue for each such year to derive Pivotal's estimated future implied aggregate value. Morgan Stanley then subtracted Pivotal's estimated future net debt at the end of fiscal year 2022, fiscal year 2023 and fiscal year 2024 from each respective future aggregate value in order to calculate Pivotal's implied future equity value. Morgan Stanley then discounted the resulting implied equity value of Pivotal to August 22, 2019 at a discount rate equal to Pivotal's assumed cost of equity of 10.0 percent. The cost of equity was selected based on the application of Morgan Stanley's professional judgment and experience and the Capital Asset Pricing Model. Based on these calculations, and the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal's management, this analysis implied the following per share value ranges for the Class A common stock:

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley performed a discounted cash flow analysis for the Street Case and each management case to calculate a range of implied equity values per share of Class A common stock. For the Street Case, Morgan Stanley used Wall Street analyst forecasts of future cash flows of Pivotal for fiscal years 2020, 2021 and 2022 and calculated extrapolations of these estimated future cash flows through fiscal year 2029. Pivotal management reviewed these extrapolations. For each management case, Morgan Stanley calculated extrapolations based on the financial forecasts prepared by Pivotal management through fiscal year 2022, which were reviewed by Pivotal's management and approved by the Pivotal Special Committee.

Morgan Stanley first calculated the estimated unlevered free cash flows for each case, which were calculated as earnings before interest, taxes, depreciation and amortization, less (i) stock-based compensation expense, (ii) taxes assuming a normalized tax rate of 28.9% and (iii) capital expenditures, and plus or less changes in net working capital. Morgan Stanley also calculated a range of terminal values in the year 2028, in each case, by applying perpetuity growth rates ranging from 2.5% to 3.5% to the estimated unlevered free cash flows after August 22, 2019, which perpetuity growth rate range was selected based on Morgan Stanley's professional judgment. Relying on Pivotal's Annual Report on Form 10-K, filed March 29, 2019, Morgan Stanley also calculated the amount of net operating loss carryforwards of $55.7 million and tax credit carryforwards of $15.7 million that Pivotal's management estimated could be utilized for the period from fiscal year 2020 through fiscal year 2029 (together, the "tax attributes").

Morgan Stanley then discounted Pivotal's unlevered free cash flows, terminal values and tax attributes to present values as of August 22, 2019, using the mid-year convention and discount rates ranging from 9.0% to 11%. These discount rates were selected, upon the application of Morgan Stanley's professional judgment and experience, to reflect Pivotal's estimated weighted average cost of capital. In order to arrive at an implied per share equity value reference range for the Class A common stock, in each case, Morgan Stanley adjusted the total implied aggregate value ranges by subtracting Pivotal's net

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debt (current) as of August 2, 2019 and the discounted tax attributes, and then divided the resulting implied total equity values by Pivotal's fully diluted capitalization.

Based on the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal's management, Morgan Stanley calculated the estimated implied value per share of Class A common stock as follows:

Precedent Transaction Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share some characteristics with the merger. Morgan Stanley compared publicly available statistics for selected software transactions that were announced since 2011 with an aggregate value of more than $1 billion and projected revenue growth of less than 20% for the 12-month period following the transaction announcement date ("NTM Revenue"), in each case based on publicly available financial data and Wall Street research reports, and which were selected by Morgan Stanley using its professional judgement and experience.

Morgan Stanley reviewed the transactions above for, among other things, the ratio of the aggregate value of each transaction to each target company's NTM Revenue. The results of this review are set forth below:

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above, Morgan Stanley selected, based upon its professional judgment and experience, representative ranges of NTM Revenue multiples of such transactions for the Street Case and each management case and

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applied these ranges to derive implied values per share of Class A common stock, based on the fully diluted capitalization of Pivotal as of August 2, 2019 provided to Morgan Stanley by Pivotal management. The following table summarizes Morgan Stanley's analysis:

No company or transaction utilized in the precedent transaction analysis is identical to Pivotal or the merger. In evaluating the selected precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Pivotal. These include, among other things, the impact of competition on Pivotal's business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Pivotal and its industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of Class A common stock derived from the valuation of precedent transactions were less than or greater than the Class A merger consideration is not necessarily dispositive in connection with Morgan Stanley's analysis of the Class A merger consideration, but is one of many factors Morgan Stanley considered.