PLCM Polycom, Inc. (MM)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS to be held on [ ● ], 2016

To the Stockholders of Polycom, Inc.:

Notice is hereby given that a special meeting of stockholders of Polycom, Inc., a Delaware corporation, which is referred to as Polycom, will be held at Polycom’s corporate headquarters located at 6001 America Center Drive, San Jose, California 95002, on [●], 2016, at [●], Pacific time, for the following purposes:

Polycom will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of Polycom’s board of directors, which is referred to as the Polycom Board. Please refer to the proxy statement of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The Polycom Board has fixed the close of business on [●], 2016 as the record date for the special meeting. Only Polycom stockholders of record at that time are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof.

Completion of the merger is conditioned on adoption of the merger agreement by Polycom stockholders, which requires the approval of holders of at least a majority of the shares of Polycom common stock issued and outstanding and entitled to vote on the record date for the special meeting.

The Polycom Board has unanimously approved the merger and the merger agreement, declared the merger agreement advisable and in the best interest of Polycom and its stockholders, and unanimously recommends that Polycom stockholders vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the proposal to approve the adjournment or postponement of the special meeting to a later date

Table of Contents

or dates, if necessary or appropriate, to permit further solicitation of proxies, and (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to Polycom’s named executive officers in connection with the merger.

Your vote is very important regardless of the number of shares of Polycom stock that you own. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the Polycom proxy card, (2) calling the toll-free number listed on the Polycom proxy card or (3) submitting your Polycom proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Polycom stock who is present at the special meeting may vote in person, thereby revoking any previously submitted proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the accompanying proxy statement. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the broker, bank or other nominee.

The enclosed proxy statement provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning the merger or this proxy statement, would like additional copies or need help voting your shares of Polycom stock, please contact Polycom’s proxy solicitor:

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

Phone: (800) 322-2885 or (212) 929-5500

By Order of the Board of Directors of Polycom, Inc.

Sayed M. Darwish

Chief Legal Officer, Executive Vice President of

Corporate Development and Secretary

San Jose, California

[●], 2016

Table of Contents

i

Table of Contents

ii

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and Polycom’s special meeting, which is referred to as the special meeting. They may not include all the information that is important to stockholders of Polycom. Stockholders should carefully read this entire proxy statement, including the annexes and the other documents referred to or incorporated by reference herein.

Prior to entering into the merger agreement, Polycom terminated the Agreement and Plan of Merger, dated April 15, 2016 (as amended on June 10, 2016), which is referred to as the Mitel Merger Agreement, with Mitel Networks Corporation, which is referred to as Mitel. The Mitel Merger Agreement was terminated to enable Polycom to enter into the transaction with Parent, which Polycom’s board of directors, which is referred to as the Polycom Board, deemed to be superior to the transaction with Mitel.

The merger cannot be completed unless Polycom stockholders approve the adoption of the merger agreement. Polycom is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about the special meeting and the merger is contained in this proxy statement.

1

Table of Contents

Parent and Polycom intend, for U.S. federal income tax purposes, to treat the payment of the merger consideration pursuant to the merger as (1) a redemption of a portion of the shares of Polycom stock held by each Polycom stockholder in exchange for the portion of the merger consideration that is funded by Polycom (including any borrowing by Merger Sub or Polycom and any cash distributed to Polycom from subsidiaries of Polycom), which is referred to as the redemption cash, and (2) an exchange of a portion of the shares of Polycom stock held by each Polycom stockholder for the portion of the merger consideration that is funded by Parent, which is referred to as the merger cash. The shares of Polycom stock held by each Polycom stockholder will be divided between these transactions based on the relative proportion of the merger consideration that is funded by the redemption cash and the merger cash, respectively.

The tax consequences of the merger may vary depending on the specific facts and circumstances of any particular Polycom stockholder. You should carefully read the discussion in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences,” beginning on page 78 of this proxy statement. Furthermore, you should consult your own tax advisor for a full understanding of the tax consequences of the merger.

Prior to the effective time, each Polycom stock option award, Polycom RSU award and Polycom performance share award outstanding as of the business day immediately prior to the closing date of the merger, regardless of whether vested or unvested, that is held by each of Polycom’s executive officers and directors will be cancelled in exchange for an amount in cash (without interest and subject to applicable tax withholdings), payable on the business day immediately prior to the closing date of the merger, determined as follows:

2

Table of Contents

Approval of the Merger proposal by Polycom stockholders is required for completion of the merger.

3

Table of Contents

The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the special meeting is required to approve the Adjournment proposal.

The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the special meeting is required to approve the Compensation proposal.

Please do not submit your Polycom stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your Polycom stock certificates in exchange for the merger consideration from the paying agent.

If your shares are held by a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held in “street name,” and the notice of special meeting has been forwarded to

4

Table of Contents

you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record. As a beneficial owner, you have the right to direct your broker, trustee or nominee as to how to vote your shares. Please refer to the voting instruction card provided by your broker, trustee or nominee. You are also invited to attend the special meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the special meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the special meeting.

By Internet —Stockholders of record of Polycom stock with Internet access may submit proxies by following the “Vote by Internet” instructions on the proxy card until 11:59 p.m., Eastern time, on [●], 2016. If you are a beneficial owner of Polycom stock held in street name, please check the voting instructions provided by your broker, trustee or nominee for Internet voting availability.

By telephone —Stockholders of record of Polycom stock who live in the United States or Canada may submit proxies by following the “Vote by Telephone” instructions on the proxy card until 11:59 p.m., Eastern time, on [●], 2016. If you are a beneficial owner of Polycom stock held in street name, please check the voting instructions provided by your broker, trustee or nominee for telephone voting availability.

By mail —Stockholders of record of Polycom stock may submit proxies by following the “Vote by Mail” instructions on the proxy card. If you elect to vote by mail, please indicate your vote by completing, signing and dating the proxy card where indicated and by returning it in the prepaid envelope that will be included with the proxy card. Proxy cards submitted by mail must be received by the time of the special meeting in order for your shares to be voted. If you are a beneficial owner of Polycom stock held in street name, please check the voting instructions provided by your broker, trustee or nominee for mail voting availability.

If you wish to attend the special meeting, you must bring photo identification. If you hold your shares through a broker, bank or other nominee, you must also bring proof of ownership, such as the voting instruction form from your broker or other nominee or a copy of a brokerage statement reflecting your stock ownership as of the record date.

5

Table of Contents

In accordance with the rules of the NASDAQ, banks, brokerage firms and other nominees who hold shares of Polycom stock in street name for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters when they have not received instructions from beneficial owners. It is expected that all proposals to be voted on at the special meeting are such “non-routine” matters. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares, which is referred to as a broker non-vote.

If you are a Polycom stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

With respect to the Merger proposal, an abstention or failure to vote will have the same effect as a vote cast “AGAINST” the Merger proposal.

With respect to the Adjournment proposal, an abstention will have the same effect as a vote cast “AGAINST” the Adjournment proposal. If a Polycom stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the vote count for the Adjournment proposal (assuming a quorum is present).

With respect to the Compensation proposal, an abstention will have the same effect as a vote cast “AGAINST” the Compensation proposal. If a Polycom stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the vote count for the Compensation proposal (assuming a quorum is present).

6

Table of Contents

If you choose any of the first three methods, you must take the described action no later than the beginning of the special meeting.

If your shares are held in an account at a broker, bank or other nominee and you have delivered your voting instruction card to your broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

7

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. You are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption, and (2) the information contained under the caption “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

8

Table of Contents

Forward-looking statements speak only as of the date they are made. Except as required by law, we undertake no obligation to update or revise these forward-looking statements for any reason. You are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

18

Table of Contents

19

Table of Contents

20

Table of Contents

21

Table of Contents

22

Table of Contents

THE MERGER

The following is a discussion of the material terms of the merger agreement by and among Polycom, Parent and Merger Sub. You should read carefully the merger agreement in its entirety, a copy of which is attached as Annex A to this proxy statement and incorporated by reference herein.

Background of the Merger

The Polycom Board routinely evaluates Polycom’s business alternatives and strategic opportunities as part of its ongoing evaluation of developments in the marketplace and participates in discussions with third parties regarding possible commercial arrangements, partnerships and transactions, as well as regularly considering opportunities to enhance stockholder value. As part of this evaluation, the Polycom Board has from time to time considered a variety of strategic alternatives for Polycom, including (1) the continuation of Polycom’s business plan as an independent enterprise, (2) modifications to Polycom’s strategy and product suite, (3) potential expansion opportunities into new business lines through acquisitions and combinations of Polycom with other businesses, (4) potential divestitures of one or more product lines, and (5) a possible sale of Polycom.

Polycom had periodic meetings with Siris in 2014 regarding a potential transaction. On October 2, 2014, Polycom entered into a confidentiality agreement with Siris in order to allow Polycom to share information during such conversations on a confidential basis. On December 22, 2014, Polycom management had an informal call with Siris. During the call, Siris informed Polycom that Siris was not currently interested in additional engagement with Polycom at that time. No specific proposals were discussed during any of Polycom’s conversations with Siris in 2014.

On July 10, 2015, a director of Mitel introduced Rich McBee, the President and Chief Executive Officer of Mitel, by email to Peter Leav, the President and Chief Executive Officer of Polycom.

Between July 10, 2015 and August 6, 2015, Mitel and Mitel’s financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is referred to as BofA Merrill Lynch, had discussions with Polycom regarding Mitel’s interest in Polycom and a potential offer by Mitel for Polycom.

On August 6, 2015, the Polycom Board met at Polycom’s headquarters with representatives of Wilson Sonsini Goodrich & Rosati, professional corporation, Polycom’s outside legal counsel, which is referred to as WSGR, in attendance. At that meeting, management made a presentation on Polycom’s positioning in the current market environment and certain strategic alternatives and certain then active and contemplated corporate development projects, and discussions to date with Mitel. In response to a prior request by the Polycom Board, representatives of financial advisor Morgan Stanley & Co. LLC, which is referred to as Morgan Stanley, attended the meeting in an informal capacity and discussed with the Polycom Board Polycom’s current situation, noting challenges in Polycom’s business. Representatives of Morgan Stanley also discussed with the Polycom Board a range of strategic alternatives, including a potential merger with Mitel. The Polycom Board discussed the foregoing matters but did not make any determinations at that time regarding Polycom’s strategic plans or willingness to engage in discussions with Mitel, its representatives or any other party regarding a potential business combination. The Polycom Board, however, authorized management to negotiate and enter into a confidentiality agreement with Mitel in anticipation of possible discussions with Mitel regarding a potential business combination transaction.

On August 12, 2015, Mr. McBee contacted Mr. Leav. Mr. Leav informed Mr. McBee that, in the absence of a specific proposal with details regarding a potential transaction, including with respect to the structure and the premium payable, the Polycom Board could not evaluate the benefits of a combination of Polycom and Mitel, but invited Mitel to make a written proposal. Mr. McBee recommended to Mr. Leav that they meet to discuss the details of a potential transaction in order to facilitate Mitel making a written proposal.

23

Table of Contents

On August 13, 2015, Siris contacted Polycom to re-engage in discussions regarding a potential transaction.

On September 14, 2015, Jesse Cohn, Senior Portfolio Manager of Elliott Management Corp., which is referred to as Elliott, sent the Polycom Board a letter disclosing that Elliott had acquired beneficial ownership or economic interests in 4.9% of the outstanding Polycom stock. In the letter, Mr. Cohn stated that Polycom’s outlook was becoming increasingly difficult and requested a dialogue with Polycom. Mr. Cohn also suggested that Polycom consider consolidation opportunities with several other companies in the unified communications industry, particularly Mitel, a company in which Mr. Cohn stated that Elliott was one of the largest shareholders and had previously disclosed in public filings an ownership interest.

On September 21, 2015, Mitel submitted to Polycom a non-binding proposal to acquire Polycom in a strategic combination for consideration of $12.50 per share of Polycom stock, payable 50% in cash and 50% in Mitel common shares, with the number of Mitel common shares to be fixed at the time of signing a definitive merger agreement.

On September 24, 2015, the Polycom Board met telephonically. Representatives of Morgan Stanley and WSGR discussed with the Polycom Board the terms of the Mitel proposal and communications certain members of the Polycom Board had with Mr. Cohn of Elliott, along with the letter from Mr. Cohn. Representatives of Morgan Stanley then reviewed recent discussions with a strategic entity and a potential acquisition target of Polycom, and representatives of WSGR discussed the directors’ fiduciary duties. Following the departure of representatives of Morgan Stanley, the Polycom Board discussed the retention of Morgan Stanley as Polycom’s financial advisor and directed management to work with Morgan Stanley to continue to evaluate and provide analysis of Polycom’s strategic alternatives.

On September 28, 2015, members of Polycom management met with representatives of Siris. On September 29, 2015, a representative of Siris contacted Mr. Leav to request a follow-up meeting to discuss Siris’ continued interest in acquiring Polycom.

On September 30, 2015, Mr. McBee contacted Mr. Leav to request a meeting with the Polycom Board so that he could describe the benefits of Mitel’s September 21 proposal. The Polycom Board determined that Mitel’s September 21 proposal did not warrant a meeting with Mr. McBee, but authorized Mr. Leav to meet with Mr. McBee on behalf of the Polycom Board.

On October 1, 2015, Polycom entered into an engagement letter with Morgan Stanley as Polycom’s financial advisor.

On October 8, 2015, Elliott filed a Schedule 13D with respect to its beneficial ownership of Polycom stock, which included a letter to Polycom. In the filing and letter Elliott stated that it had acquired beneficial ownership or economic interests in approximately 6.6% of the outstanding Polycom stock. Elliott advocated that Polycom review its strategic options, including going private transactions with a private equity sponsor, with a focus on consolidation transactions with other companies in its industry, including Mitel, with which Elliott said it had an ongoing dialogue. Later that day, Polycom issued a press release, stating that the Polycom Board and management regularly review and evaluate Polycom’s strategy and that Polycom maintains an ongoing dialogue with stockholders and would be meeting with Elliott.

On October 12, 2015, at the request of Elliott, Mr. Leav and certain members of the Polycom Board met with Mr. Cohn to discuss Elliott’s letters of September 14 and October 8.

On October 13, 2015, the Polycom Board met telephonically to revisit its consideration of Mitel’s September 21 proposal in light of recent communications with representatives of Elliott. The Polycom Board also discussed a request from Elliott that Polycom sign a confidentiality agreement with Elliott so that the parties could engage in more detailed discussions. The Polycom Board considered Elliott’s request but took no action at

24

Table of Contents

that time. The Polycom Board also discussed with management the status of the forecasts that the Polycom Board had requested form management and that were to be discussed at an upcoming meeting of the Polycom Board.

On October 20, 2015, Polycom amended the confidentiality agreement with Siris to extend its term and the term of the protection of confidential information, standstill and non-solicit provisions.

On October 22, 2015, shortly after Polycom announced its earnings for the third quarter of 2015, Elliott sent another letter to the Polycom Board, advocating either a take-private transaction with a private equity sponsor or a value focused M&A strategy, including a potential transaction with Mitel.

Also on October 22, 2015, as previously authorized by the Polycom Board, Mr. Leav met with Mr. McBee to discuss Mitel’s September 21 proposal.

On October 23, 2015, the Polycom Board met telephonically with representatives of Morgan Stanley and WSGR to discuss recent communications with Mitel and the upcoming meeting that Siris had requested. The Polycom Board also discussed recent communications from Elliott and Elliott’s further requests to enter into a confidentiality agreement and to conduct more detailed discussions with Polycom. The Polycom Board determined that there could be benefits to Polycom and its stockholders to enter into a nondisclosure agreement with Elliott, but that they wished to consider it further prior to entering into such a nondisclosure agreement.

On October 25, 2015, Polycom management had a call with representatives of Siris to review the agenda for the upcoming meeting and discuss some of the information to be shared at the meeting, including Polycom’s financial model.

On October 27, 2015, Morgan Stanley and Polycom management met with Siris to discuss Siris’ continuing interest in a potential transaction. During the meeting, Siris provided background information on Siris and prior Siris transactions. Polycom agreed to follow up with Siris following the next meeting of the Polycom Board on November 4, 2015.

On October 28, 2015, as part of ongoing periodic discussions on unrelated matters, members of Polycom management had a discussion with representatives of a strategic entity, which is referred to as Strategic Entity 1, to discuss whether Strategic Entity 1 would have interest in a strategic transaction with Polycom.

On November 2, 2015, Siris sent a non-binding letter to Polycom indicating that it would be interested in discussing a potential acquisition of Polycom for cash at a price of $12.00 to $12.50 per share.

On November 4, 2015, the Polycom Board met at Polycom’s headquarters for a regular quarterly meeting with representatives of management, Morgan Stanley and WSGR in attendance. The Polycom Board discussed Polycom’s performance during the quarter and various administrative and operational matters. Polycom management then led a discussion of several stand-alone operating scenarios for Polycom that management had prepared pursuant to previous Polycom Board requests, based on various assumptions. The scenarios included a Baseline Case, also referred to as the 0% Growth Case, an Upside Case, a Downside Case and an Endpoint Focus Case. The Baseline Case presented management’s estimate of the likely outcome based on Polycom’s then current business strategy. The Upside and Downside Cases were prepared by adjusting upwards or downwards the revenue and profit projections used for the Baseline Case. The Endpoint Focus Case contemplated a strategic pivot whereby Polycom would focus on increased partnering related to its video endpoint products and further reductions in sales, marketing, and R&D efforts in the platform business. The Polycom Board discussed the various assumptions and strategic decisions included in the various cases and, after also discussing the various limitations inherent in making projections of future circumstances and results, determined that the Baseline Case was a reasonably likely plan absent a strategic pivot and that the Endpoint Focus Case might represent an attractive shift in Polycom’s business plans warranting further consideration, although it involved additional

25

Table of Contents

execution risk. The Polycom Board directed management to continue to refine the business plans and strategies reflected in the Endpoint Focus Case so that the Polycom Board could further consider them in the future. The Polycom Board also discussed Elliott’s activities with Polycom and other entities.

On November 5, 2015, the Polycom Board reconvened the board meeting from the prior day. Mr. Leav and representatives of Morgan Stanley reviewed the status of the discussions with Mitel and Siris. Representatives of WSGR discussed the directors’ fiduciary duties in considering a business combination or other significant corporate transaction, including the Polycom Board’s duties of loyalty, care and candor, the applicable standards of judicial review, and the importance of being appropriately informed as a board. Representatives of WSGR also discussed the Polycom Board’s discretion in determining whether and how to pursue a transaction and potential additional considerations in a transaction with a private equity sponsor.

At the request of the Polycom Board, representatives of Morgan Stanley then discussed with the Polycom Board Morgan Stanley’s preliminary views on Polycom’s current position and prospects as a stand-alone company and a range of strategic alternatives that might be available to Polycom. Representatives of Morgan Stanley also identified key considerations associated with such alternatives. Representatives of Morgan Stanley discussed the status of discussions with Mitel and Siris and also reviewed a preliminary list of other private equity sponsors and strategic buyers that it believed might have interest in exploring an acquisition of Polycom or another strategic transaction with Polycom. Representatives of Morgan Stanley discussed with the Polycom Board the financial forecasts of Polycom that had been prepared by management and discussed with the Polycom Board on the previous day, including the Baseline Case and Endpoint Focus Case, and then discussed preliminary valuation analyses with respect to Polycom based on the financial forecasts that management had presented the previous day. Representatives of Morgan Stanley also reviewed factors related to a leveraged buyout of Polycom and an overview and analysis of the cash/stock merger proposal of Mitel, including Mitel’s share price performance, key benchmarks, pro forma P&L and pro forma share price, and relative contribution analysis. Representatives of Morgan Stanley noted that Mitel had communicated that it would not be able to make an all cash offer. The Polycom Board discussed its desire for deal certainty in any transaction given the significant risks to Polycom’s business if an announced transaction did not close. The Polycom Board also discussed alternative transactions in which Polycom could potentially acquire another company. Representatives of Morgan Stanley also reviewed various share buy-back scenarios.

At the request of the Polycom Board, representatives of Morgan Stanley presented a framework for initiating a confidential, targeted market check in order to determine whether there were any other strategic buyers or private equity sponsors with interest in a potential transaction. The Polycom Board then discussed the appropriate scope and timing of a potential market check, including the advantages and disadvantages of different approaches. The Polycom Board directed that management continue its dialogue with Strategic Entity 1, which had indicated a preference for a commercial relationship but had agreed to discuss a potential acquisition with Polycom. Representatives of Morgan Stanley noted that, other than Mitel and Siris, there had been no in-bound contact from any strategic buyers or private equity sponsors following the 13D filing by Elliott and Polycom’s October 8 press release. After discussion, the Polycom Board directed Morgan Stanley to contact up to 10 private equity sponsors, one potential strategic buyer and one identified potential target company, to determine their respective interest in a potential transaction with Polycom. The Polycom Board also directed Morgan Stanley and Polycom management to hold further discussions with Mitel in an effort to seek an improved proposal from Mitel.

Immediately after the Polycom Board meeting, the independent members of the Polycom Board met in executive session and decided to engage additional legal counsel to advise the independent directors in connection with their consideration and direction of a potential strategic transaction in light of the potential involvement of private equity sponsors in a transaction with the company and the potential conflicts with management that such a transaction might present. Thereafter, one of the independent directors interviewed law firms to serve as counsel to the independent directors.

26

Table of Contents

On November 9, 2015, Polycom management had a further discussion with Strategic Entity 1 regarding Strategic Entity 1’s interest in a strategic transaction. Strategic Entity 1 indicated its continued strong preference for a commercial relationship rather than a business combination.

On November 14, 2015, the Polycom Board met telephonically. At the request of the Polycom Board, representatives of Morgan Stanley updated the directors on discussions with Mitel and Siris, as well as on discussions with Elliott. The Polycom Board was also informed that Strategic Entity 1 had indicated it was not interested in pursuing a potential business combination transaction with Polycom. The Polycom Board directed Morgan Stanley to assess whether another potential strategic counterparty identified by the Polycom Board, which is referred to as Strategic Entity 2, would be capable of a transaction with Polycom. The Polycom Board discussed Polycom’s financial plans and representatives of Morgan Stanley gave preliminary views on valuations of Polycom based upon the Baseline Case and Endpoint Focus Case. Legal counsel reviewed and discussed with the Polycom Board the terms of a proposed form of non-disclosure agreement to be used with potential bidders.

On November 16, 2015, the independent members of the Polycom Board met telephonically, without Polycom management or representatives of Morgan Stanley present. At the invitation of the independent members, Morrison & Foerster LLP, which is referred to as MoFo, who the independent members of the Polycom Board had selected as their legal counsel, attended in its capacity as outside legal counsel to the independent members of the Polycom Board. The independent members of the Polycom Board discussed Polycom’s recent contact with Mr. Cohn of Elliott related to Mr. Cohn’s belief in the need for a strategic change at Polycom and consolidation within Polycom’s industry. At the request of the independent members of the Polycom Board, representatives of MoFo discussed the potential entry by Polycom into a non-disclosure agreement with Elliott, as requested by Elliott, to conduct more detailed discussions between Elliott and Polycom. The independent members concluded that entering into such an agreement with Elliott in order to encourage input from Elliott would be in the best interests of Polycom and its stockholders, and determined to direct management to enter into such an agreement on behalf of Polycom. The independent members of the Polycom Board discussed the various stand-alone plans that Polycom had developed and determined to continue discussions regarding those plans. The independent members of the Polycom Board and representatives of MoFo discussed the use of a special committee, and the independent members of the Polycom Board determined that there was no need to establish such a committee at that time based on the lack of conflicts of interest or logistical issues on the part of the full Polycom Board that might necessitate using a committee, but noted that the Polycom Board should continue to monitor such conflicts and other issues. Representatives of MoFo discussed the information that had been provided thus far to Siris and mechanics around provision of information, as well as the role of management in communications with potential buyers, and the independent members directed MoFo to prepare guidelines for communications that could be given to Polycom management by the Polycom Board. The independent members of the Polycom Board discussed the potential advantages and disadvantages of public disclosure of Polycom’s engagement of Morgan Stanley and determined that it would not be beneficial to disclose the engagement at that time. The independent members of the Polycom Board also discussed a potential acquisition by Polycom of a target company that had been previously discussed with the Polycom Board and determined to continue to take steps to consider Polycom’s alternatives on a stand-alone or other basis.

On November 19, 2015, Mitel delivered a revised non-binding proposal to Polycom pursuant to which Mitel would acquire Polycom for $13.75 per share of Polycom stock, payable 50% in cash and 50% in Mitel common shares, with the number of shares determined at the time of signing a definitive merger agreement. Mitel also proposed to offer Polycom stockholders the ability to elect between stock and cash, subject to adjustment and proration.

Also on November 19, 2015, Siris sent representatives of Morgan Stanley a list of information requests that it believed would help Siris support a higher offer price for Polycom in a potential transaction.

On November 20, 2015, pursuant to the directions of the independent members of the Polycom Board, Polycom entered into a nondisclosure agreement with Elliott.

27

Table of Contents

Also on November 20, 2015, the independent members of the Polycom Board reviewed and approved materials prepared by Polycom management and Morgan Stanley for distribution to potential counterparties, and directed Morgan Stanley to use such materials in reaching out to potential counterparties.

On November 23, 2015, the Polycom Board met telephonically. Mr. Leav gave an update on recent meetings with Mitel and representatives of Morgan Stanley gave an update on Polycom’s strategic initiatives. Representatives of Morgan Stanley described recent due diligence meetings with Mitel. Morgan Stanley also provided a preliminary analysis of Mitel’s November 19 proposal. The Polycom Board directed management and Morgan Stanley to continue to engage with Mitel to improve the terms and perform due diligence. Representatives of Morgan Stanley then updated the Polycom Board on its discussion with Siris and noted that management was collecting information requested by Siris to help support a higher offer price for Polycom. Representatives of Morgan Stanley then summarized the status of Morgan Stanley’s outreach to other private equity sponsors, and noted that one had immediately declined to engage and the others were considering whether they were interested in exploring a potential acquisition of Polycom. The Polycom Board directed management and Morgan Stanley to continue their engagement with the same group of private equity sponsors and to begin scheduling management meetings with those private equity sponsors in December. The Polycom Board then discussed whether any other parties might have an interest in acquiring Polycom, and discussed several potential strategic buyers. Representatives of Morgan Stanley noted Strategic Entity 2 would likely have difficulty acquiring Polycom given its debt load. The Polycom Board also discussed the possibility of a business combination with Strategic Entity 2, but determined that it would present many of the same challenges likely entailed by a business combination with Mitel, but without many of the potential benefits. The Polycom Board then discussed potential communications with Elliott and directed management and Morgan Stanley to provide Elliott with a high level update of Polycom’s efforts but not to share the identity of the private equity sponsors that Polycom was meeting, and to maintain an open dialogue with Mr. Cohn. Representatives of WSGR and MoFo discussed the key terms of a proposed confidentiality agreement that would be entered into with private equity sponsors, highlighting the “standstill” provisions and identifying the circumstances under which such provisions would fall away, prohibitions on bidder contact with potential financing sources and prohibitions on bidder discussions with members of Polycom management regarding employment and equity arrangements without the Polycom Board’s prior consent. Mr. Leav provided an update to the Polycom Board on Polycom management’s perspectives on the stand-alone strategic plans being considered by Polycom.

On November 23, 2015, immediately following the Polycom Board meeting, the independent members of the Polycom Board met telephonically. The independent members discussed Polycom’s stand-alone plans as well as the Polycom Board’s duties in considering potential transactions. The independent members also discussed the role of Polycom management in the review and evaluation of potential transactions and other alternatives, and approved guidelines that Polycom management would be required to follow during the course of such process, including requirements to, except as otherwise instructed by the Polycom Board, treat all potential acquirers equally and not engage in discussions regarding any compensation, retention or investment arrangements with prospective counterparties. After the meeting, these guidelines were conveyed to Mr. Leav.

On November 24, 2015, Mr. Leav, representatives of Morgan Stanley and representatives of Elliott, including Mr. Cohn, had a conference call. As directed by the Polycom Board, Mr. Leav and the representatives of Morgan Stanley gave Elliott a high level update on the process being undertaken by Polycom. Mr. Cohn requested additional information and offered Elliott’s assistance, including with obtaining any necessary financing should a transaction occur. Mr. Cohn communicated that he felt strongly that Polycom should conduct its review process immediately and that a transaction with Mitel could have upside potential for Polycom stockholders.

From November 24, 2015 through December 2015, Polycom and representatives of Morgan Stanley and WSGR solicited the interests of nine additional private equity sponsors and negotiated confidentiality agreements with seven of those private equity sponsors. In the first three weeks of December 2015, Polycom, along with Morgan Stanley, held management meetings with all seven of those sponsors, and in addition, had a meeting with Siris on December 17, 2015.

28

Table of Contents

On November 30, 2015, the Polycom Board met telephonically. Representatives of Morgan Stanley reported on the November 24, 2015 call between Mr. Leav, Morgan Stanley and Elliott. The Polycom Board discussed whether Polycom should consider buying Mitel rather than being acquired by Mitel and determined that in an acquisition of Mitel, Polycom stockholders would not receive a premium for their shares. After discussion of the benefits and detriments of such a transaction, the Polycom Board determined that it was preferable not to pursue an acquisition of Mitel. The representatives of Morgan Stanley also summarized the status of its outreach to various private equity sponsors, and reported that three meetings with private equity sponsors had been scheduled. The Polycom Board discussed whether to publicly announce that it was exploring a potential sale of the company, but concluded, among other matters, that announcing a public process might negatively impact Polycom’s ability to negotiate with potential buyers, and determined not to make a public disclosure about the Polycom Board’s ongoing process.

On November 30, 2015, immediately following the Polycom Board meeting, the independent members of the Polycom Board met telephonically with representatives of MoFo. During this session, the independent directors discussed in greater detail Polycom’s stand-alone strategic and financial plans.

On December 2, 2015, the Polycom Board met telephonically. The Polycom Board discussed further the Baseline Case and the Endpoint Focus Case that had been presented to and been considered by them previously. The Polycom Board discussed the merits of both plans and concluded that both should be presented to potential counterparties. The Polycom Board discussed management meetings that had been scheduled with the private equity sponsors that had expressed interest in a potential transaction with Polycom. Representatives of Morgan Stanley reviewed with the Polycom Board the management presentation that would be presented to potential counterparties and the Polycom Board discussed the proposed presentation and directed Morgan Stanley to use the presentation in its meetings.

On December 7, 2015, the Polycom Board met telephonically. Representatives of Morgan Stanley provided an update on recent meetings that management and Morgan Stanley had held with the private equity sponsors and additional meetings that were in the process of being scheduled. The representatives of Morgan Stanley gave an update on Morgan Stanley’s review of Mitel and also gave an update on an illustrative lending package that Morgan Stanley had prepared, at the request of the Polycom Board, showing terms that a potential buyer might receive from another bank, for use by potential buyers in making initial bids or other responses. The Polycom Board discussed with representatives of Morgan Stanley, WSGR and MoFo the scope of Polycom’s current outreach to private equity sponsors and discussed methods for maintaining competitive pressure among bidders. The Polycom Board then met in executive session and discussed, among other things, Polycom’s recent operations and the impact thereof on the strategic review process.

On December 14, 2015, the Polycom Board met telephonically. Representatives of Morgan Stanley reported that a number of private equity sponsors were still actively engaged with Polycom, but that many of the sponsors had provided feedback that they were having difficulty justifying paying a premium to Polycom’s current stock price and that Morgan Stanley had not received many follow up requests for additional information from those sponsors. The representatives of Morgan Stanley updated the Polycom Board on recent changes in the leveraged acquisition lending environment and the increasing difficulty securing lending commitments for leveraged acquisitions. The representatives of Morgan Stanley also provided an update regarding a potential transaction with Mitel, including a discussion of timing and the then ongoing due diligence process, and discussed next steps in engaging with Mitel. Mr. Leav relayed the recent conversation that Morgan Stanley and Polycom management had with Mr. Cohn of Elliott. Mr. Leav also gave an update on Polycom’s anticipated performance for the first quarter, noting business risks in certain markets.

On December 21, 2015, the Polycom Board met telephonically. Representatives of Morgan Stanley provided an update on the feedback Morgan Stanley had received from the private equity sponsors that had been engaged in meetings with Polycom management. In general, the sponsors had stated that they were not able to justify offering a price for Polycom at or above Polycom’s current market price and had concerns about the

29

Table of Contents

leveraged finance market. In particular, representatives of Morgan Stanley noted that Siris indicated that it was not prepared to propose a higher price for Polycom than $12 per share. The Polycom Board discussed whether additional private equity sponsors should be contacted. Representatives of Morgan Stanley noted that Polycom had already explored a potential acquisition of Polycom with a relatively large and representative sample of sponsors. The Polycom Board determined after discussion that further outreach to additional private equity sponsors was not likely to lead to a different response. Representatives of Morgan Stanley next gave an update on discussions with Mitel and noted that a revised proposal was expected from Mitel during the week. Representatives of Morgan Stanley also reviewed its analysis of Mitel. The Polycom Board discussed the valuation of Mitel common shares. The Polycom Board also discussed whether it should look at other strategic acquirers or acquisition targets in addition to Mitel, and representatives of WSGR and MoFo discussed the same with the Polycom Board and representatives of Morgan Stanley. Following such discussion, the Polycom Board directed Morgan Stanley to prepare financial analyses of a transaction with several other acquisition targets. Mr. Leav provided an update on Polycom’s business and noted market challenges.

Immediately following the Polycom Board meeting on December 21, 2015, the independent members of the Polycom Board met telephonically. The independent directors discussed the recent performance of Polycom, the merits of the alternative potential transactions considered by Polycom and Polycom’s business cases in light of continuing market challenges.

Also on December 21, 2015, Mitel delivered a revised non-binding proposal to Polycom pursuant to which Mitel would acquire Polycom for consideration of $14.20 per share of Polycom stock, payable 50% in cash and 50% in Mitel common shares, with the number of Mitel common shares to be fixed at the time of signing a definitive merger agreement. In its proposal, Mitel stated that it was prepared to consider allowing Polycom to appoint members to the combined company’s board and to discuss appointment of some of the combined company’s senior management. Mitel’s proposal also included a request that Polycom agree to negotiate exclusively with Mitel for 30 days starting from January 4.

On December 22, 2015, the Polycom Board met telephonically. Representatives of Morgan Stanley reviewed the revised December 21 proposal from Mitel. The Polycom Board instructed Morgan Stanley to provide Mitel with a counter proposal with the same mix of consideration but a value at the time of signing of $14.40 per share of Polycom stock, and a shorter exclusivity period through January 26, 2016. The Polycom Board also discussed the mechanics of the proposed exchange ratio related to the stock component of Mitel’s proposal.

Immediately following the Polycom Board meeting on December 22, 2015, the independent members of the Polycom Board met telephonically. The independent members of the Polycom Board discussed board composition of the combined company following a potential transaction with Mitel.

Also on December 22, 2015, representatives of Morgan Stanley presented a counter proposal to representatives of BofA Merrill Lynch on the terms discussed at the Polycom Board meeting held on December 22, 2015.

On December 24, 2015, Mitel delivered a revised non-binding proposal to Polycom pursuant to which Mitel would acquire Polycom for consideration of $14.40 per share of Polycom stock, with 50% in cash and 50% in Mitel common shares, with the number of Mitel common shares to be fixed at the time of signing a definitive merger agreement, and with Mitel retaining control of the combined company’s board and officer positions. Mitel’s revised proposal requested that Polycom agree to negotiate exclusively with Mitel until January 26, 2016.

On December 28, 2015, Mitel submitted a draft mutual exclusivity agreement between Mitel and Polycom.

On December 29, 2015 the Polycom Board met telephonically. Representatives of Morgan Stanley reported that Mitel’s most recent proposal matched Polycom’s counterproposal regarding value and duration of

30

Table of Contents

exclusivity. Representatives of Morgan Stanley also noted that Mitel’s senior management was willing to meet with the Polycom Board for due diligence purposes and to discuss any concerns that the Polycom Board might have. The Polycom Board agreed to meet with Mitel’s senior management and directed Polycom management to arrange the meeting. Representatives of Morgan Stanley also reported that Siris had asked whether Polycom was exploring a transaction with a third party. Legal counsel reviewed with the Polycom Board the material terms of the draft mutual exclusivity agreement Mitel had provided, and the Polycom Board authorized a subset of Polycom Board members to review the draft mutual exclusivity agreement more extensively on behalf of the Polycom Board. The Polycom Board discussed potential strategic business combination transactions with three potential entities, each of which was smaller than Polycom and would, therefore, be a target for Polycom to acquire. Representatives of Morgan Stanley provided the financial analysis of such targets that had been requested at the Polycom Board meeting on December 21. The Polycom Board discussed that Polycom’s stockholders would not receive a premium in such acquisitions as an acquirer and that any such transaction would likely be dilutive to Polycom’s earnings. The Polycom Board discussed the fact that communications with Mitel to date had focused on the Endpoint Focus Case, and directed Morgan Stanley and Polycom management to also provide the Baseline Case to Mitel.

Immediately following the Polycom Board meeting on December 29, 2015, the independent members of the Polycom Board met telephonically. The independent members of the Polycom Board further discussed Polycom’s stand-alone plans.

On January 4, 2016, the Polycom Board met at the offices of WSGR and telephonically. Mr. McBee and Steven E. Spooner, the Chief Financial Officer of Mitel, were in attendance for a portion of the meeting to provide a review of Mitel’s business, operations, and strategies and Mitel’s perspectives on a transaction with Polycom.

Also on January 4, 2016, Polycom and Mitel entered into a mutual exclusivity agreement providing for exclusive negotiations regarding a transaction until January 26, 2016.

On January 5 and 6, 2016, management of Polycom and its advisors met with management of Mitel and its advisors and conducted due diligence meetings.

Also on January 6, 2016, Mr. Cohn of Elliott called Mr. Leav and representatives of Morgan Stanley to relay Elliott’s preference that Polycom enter into a transaction with Mitel before Polycom’s planned earnings announcement on January 26, 2016.

On January 7, 2016, the Polycom Board met telephonically. Mr. Leav confirmed to the Polycom Board that Mitel had received the Baseline Case and the Endpoint Focus Case. At the request of the Polycom Board, Representatives of Morgan Stanley noted to the Polycom Board that, in line with recent changes in global securities markets, Polycom stock had decreased to $11.53 per share and Mitel common shares were trading at $7.12 per share. Morgan Stanley discussed with the Polycom Board the fact that the relative decline in stock prices had increased the premium Mitel would have to pay to a level larger than Mitel had expected. Representatives of Morgan Stanley also provided an update on diligence meetings with Mitel. The Polycom Board discussed that because of a deterioration in debt markets, Mitel was considering raising equity capital to finance part of the proposed transaction. The Polycom Board agreed to allow Mitel to contact potential equity investors and directed Morgan Stanley to manage Mitel’s outreach to potential equity financing sources. The Polycom Board discussed whether to propose having Polycom stockholders receive more stock and less cash in the deal as an alternative and concluded that this alternative could be addressed at a later date if necessary or desired. Representatives of Morgan Stanley informed the Polycom Board about its call with Mr. Cohn on January 6, 2016. Representatives of Morgan Stanley and the Polycom Board discussed Polycom’s stand-alone plans, including both the Baseline Case and the Endpoint Focus Case. Mr. Leav also provided the Polycom Board with a preliminary update on Polycom’s fourth quarter results.

31

Table of Contents

Also on January 7, 2016, immediately following the Polycom Board call, the independent members of the Polycom Board met telephonically. The independent members of the Polycom Board discussed various alternative structures for a transaction in the event that Mitel was unable to secure sufficient financing to fund the proposed cash consideration component contemplated in the deal. The independent members of the Polycom Board also discussed corporate governance and leadership of the combined company.

On January 8, 2016, each of Polycom and Mitel opened a virtual data room to the other party and its advisors to enable each of the parties to conduct due diligence.

On January 10, 2016, Mitel’s legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, which is referred to as Paul, Weiss, sent a draft of the Mitel Merger Agreement to representatives of WSGR. Following receipt of the draft agreement, representatives of WSGR and Paul, Weiss negotiated the terms of the Mitel Merger Agreement with input from their respective clients.

On January 18, 2016, the Polycom Board met telephonically. Representatives of Morgan Stanley discussed with the Polycom Board the status of the discussions with Mitel and noted that, in line with volatility in global markets, Mitel’s share price had fallen more than 15% since its December 23 proposal, and Polycom’s stock price also had fallen, thus resulting in increasing dilution to Mitel, which would result in a larger premium to Polycom stockholders under the currently contemplated terms, since Mitel had agreed to determine the number of Mitel common shares payable as consideration at the time of signing a definitive merger agreement. The representatives of Morgan Stanley also noted issues Mitel had raised regarding securing debt financing for the transaction. Representatives of WSGR reported on open items in the Mitel Merger Agreement, including issues related to deal certainty and financing-related risks.

On January 21, 2016, Mr. McBee telephoned Mr. Leav to convey that, although Mitel remained positive about the possibility of a transaction with Polycom, in light of the recent global decline in equity prices, including the price of Mitel common shares and Polycom stock, Mitel would not be able to proceed with a transaction on the basis of its December 23 proposal.

On January 21, 2016, the Polycom Board met telephonically. Mr. Leav reported to the Polycom Board on the discussion he had with Mr. McBee. The Polycom Board discussed whether to approach other potential counterparties again or consider other strategies, such as a stock buyback. The Polycom Board determined that, given the consistent feedback from prior discussions with private equity sponsors, it was unlikely that such discussions would yield any superior results, and accordingly that it would not be beneficial to approach potential counterparties beyond those already in the process at that time.

On January 21, 2016, Polycom closed its virtual data room to Mitel and its advisors. Mitel then closed its virtual data room to Polycom and its advisors. On that same day, representatives of Paul, Weiss and WSGR put their negotiations with respect to the Mitel Merger Agreement on hold.

On January 27, 2016, at the request of Elliott, representatives of Morgan Stanley called Mr. Cohn of Elliott, who reiterated his preference that Polycom enter into a transaction with Mitel before Mitel’s fourth quarter and year-end earnings announcement. On January 30, 2016, Elliott sent a letter to the Polycom Board urging the Polycom Board to pursue an immediate transaction with Mitel. In the letter, Elliott also noted that it had offered to retain its equity stake in Polycom and to finance the transaction.

On February 2, 2016, representatives of Morgan Stanley had dinner scheduled with the CEO of a strategic entity, which is referred to as Strategic Entity 3, to discuss unrelated matters. At the direction of Polycom, the representatives of Morgan Stanley inquired whether Strategic Entity 3 had any interest in exploring a strategic transaction with Polycom.

On February 7, 2016, representatives of BofA Merrill Lynch telephoned representatives of Morgan Stanley to convey a revised non-binding proposal pursuant to which Mitel would acquire Polycom for consideration of

32

Table of Contents

$11.50 per share of Polycom stock, consisting of $5.18 in cash and 0.9 of a Mitel common share (with an implied value of $6.32 per share of Polycom stock, based on the closing price of a Mitel common share on February 3, 2016).

On February 10, 2016, the Polycom Board met at Polycom’s headquarters. The Polycom Board discussed Polycom’s strategic alternatives, including Mitel’s most recent revised proposal, and discussed and approved Polycom’s 2016 annual operating plan. The Polycom Board discussed whether to conduct outreach to additional private equity sponsors and determined instead to request a “go-shop” from Mitel if a transaction occurred. The Polycom Board also requested that Morgan Stanley approach Mitel with a counterproposal, consisting of $5.18 in cash and 1.17 Mitel common shares (implying a total value per share of Polycom stock of $12.50, based on the closing price of a Mitel common share of $6.26 on February 10, 2016), and additional governance rights.

On February 11 and 12, 2016, representatives of Morgan Stanley contacted Siris and another private equity sponsor that Morgan Stanley had previously contacted in December to gauge whether either had interest in re-engaging in discussions with Polycom in light of the then-current valuations of Polycom.

On February 12, 2016, representatives of Morgan Stanley contacted representatives of BofA Merrill Lynch with the revised transaction proposal, which BofA Merrill Lynch subsequently conveyed to Mitel.

On February 15, 2016, Siris emailed representatives of Morgan Stanley and requested a follow up call with Polycom’s management, and permission to approach five potential debt sources.

On February 18, 2016, representatives of BofA Merrill Lynch contacted representatives of Morgan Stanley with a revised non-binding proposal pursuant to which Mitel would acquire Polycom for consideration per share of Polycom stock consisting of $5.18 in cash and 1.0 Mitel common share (implying a total value per share of Polycom stock of $12.23, based on the closing price of a Mitel common share of $7.05 on February 18, 2016). In addition, under the revised proposal Polycom would be entitled to designate two directors to the combined company’s board and would have a “go-shop” allowing it to actively seek an alternative transaction for 15 days after signing a definitive agreement with Mitel.

On February 19, 2016, representatives of Morgan Stanley spoke to Siris. Siris stated that while it might still be interested in a transaction with Polycom, challenges in the debt markets would have a $2 per share negative impact on its earlier indications of price range and, therefore, its proposed transaction price would have to be lowered to a range of $10.00 to $10.50 per share.

On February 19, 2016, the Polycom Board met telephonically. Mr. Leav and representatives of Morgan Stanley discussed with the Polycom Board the terms of Mitel’s most recent proposal. Morgan Stanley also provided an update to the Polycom Board on discussions with Siris, and Strategic Entity 3, and the Polycom Board instructed Morgan Stanley to engage with another private equity sponsor, which is referred to as Sponsor 2, and Strategic Entity 3. Representatives of Morgan Stanley provided an overview and analysis of the latest Mitel proposal to the Polycom Board. The Polycom Board determined to make a counterproposal to Mitel of $5.18 per share in cash and 1.05 Mitel common shares (implying a total value per share of Polycom stock of $12.45 based on the closing price of a Mitel common share of $6.92 on February 19, 2016) and directed Morgan Stanley to convey such counterproposal to Mitel. The Polycom Board discussed the capital markets and accessibility of funds for Mitel to finance the transaction.

On February 19, 2016, representatives of Morgan Stanley contacted representatives of BofA Merrill Lynch to convey Polycom’s counterproposal discussed at the February 19 Polycom Board meeting.

Also on February 19, 2016, representatives of Morgan Stanley contacted Mr. Cohn of Elliott to inform him that Polycom would probably not announce a transaction before March 1, 2016. Elliott expressed its support for a

33

Table of Contents

transaction with Mitel and indicated that, if requested, Elliott would execute a support agreement agreeing to vote its shares of Polycom stock and Mitel common shares in favor of such a transaction.

On February 20, 2016, representatives of BofA Merrill Lynch contacted representatives of Morgan Stanley to convey a revised non-binding proposal pursuant to which Mitel would acquire Polycom for consideration per share of Polycom stock of $5.53 in cash and 1.0 Mitel common share (implying a total value per share of Polycom stock of $12.45, based on the closing price of a Mitel common share of $6.92 on February 19, 2016).

Also on February 20, 2016, the Polycom Board authorized Polycom management to re-engage directly with Mitel and its advisors, to permit Mitel to complete its due diligence of Polycom. The Polycom Board also instructed Polycom management to conduct further due diligence of Mitel.

On February 22, 2016, representatives of WSGR and Paul, Weiss resumed negotiations with respect to the Mitel Merger Agreement.

On February 22, 2016, representatives of Morgan Stanley emailed Siris to cancel the scheduled call given that the proposed value that Siris was considering was not competitive with the proposal received from Mitel and that the Polycom Board had authorized Polycom management to re-engage directly with Mitel. Siris agreed with the decision to cancel the call.

On February 23, 2016, representatives of Morgan Stanley had discussions with Sponsor 2, which indicated that it could perhaps pay a price in the $11.00 range per share of Polycom stock, subject to the availability of debt financing in an improved financing market.

On February 24, 2016, representatives of Morgan Stanley and Mr. Leav met with Strategic Entity 3 to discuss a potential transaction with Polycom. The Chief Executive Officer of Strategic Entity 3 conveyed to them that Strategic Entity 3 had decided to hire a financial advisor and have additional meetings with Polycom management about a potential transaction.

On February 26, 2016, the Polycom Board met telephonically. Representatives of Morgan Stanley provided an update to the Polycom Board on the conversations management and representatives of Morgan Stanley had with Mitel, Elliott, Siris, Sponsor 2 and Strategic Entity 3 since the last Polycom Board meeting. The Polycom Board discussed the potential transaction with Mitel, including the excise taxes that would be imposed on Polycom directors and certain executives should the Mitel transaction proceed.

Also on February 26, 2016, immediately following the Polycom Board meeting, the independent members of the Polycom Board met telephonically. The independent members of the Polycom Board discussed which directors might serve on the board of the combined company following the consummation of a transaction. The independent members of the Polycom Board also discussed the voting agreements that each director would be required to execute in connection with a transaction with Mitel.

On March 1, 2016, the Polycom Board met telephonically. Mr. Leav and representatives of Morgan Stanley provided an update to the Polycom Board on the status of discussions with Mitel. At the request of the Polycom Board, representatives of Morgan Stanley gave the Polycom Board an overview of the status of the leveraged finance market. The Polycom Board discussed the potential transaction with Mitel and whether Elliott might provide a bridge loan to Mitel to finance a portion of the transaction with Polycom. The Polycom Board discussed whether Polycom had any ability to assist Mitel with its financing difficulties and determined that Polycom did not have any ability to do so. The Polycom Board discussed considering alternatives to the proposed transaction with Mitel.

Immediately following the Polycom Board meeting on March 1, 2016, the independent members of the Polycom Board met telephonically. The independent members of the Polycom Board discussed which members of the Polycom Board might join the board of directors of the combined company upon consummation of the transaction.

34

Table of Contents

Also on March 1, 2016, representatives of BofA Merrill Lynch called representatives of Morgan Stanley to inform Morgan Stanley that Mitel would not be able to announce a deal with Polycom by March 3, 2016, as previously contemplated, on the terms they had previously proposed. The representatives of BofA Merrill Lynch conveyed that Mitel was experiencing difficulty securing the debt financing for the transaction.

On March 3, 2016, Mitel conveyed to Polycom that the debt financing they had been seeking was not available. On March 3, 2016, representatives of Paul, Weiss and WSGR put their negotiations with respect to the Mitel Merger Agreement on hold and each of the parties closed its virtual data room to the other party.

On March 11, 2016, Mr. Leav and other members of Polycom management met again with Strategic Entity 3.

Also on March 11, 2016, representatives of BofA Merrill Lynch called representatives of Morgan Stanley to report that despite not being able to secure debt financing for a potential transaction, Mitel was still interested in a transaction with Polycom and proposed a no-premium, all stock merger with Polycom.

On March 14, 2016, representatives of Strategic Entity 3 called Mr. Leav to inform him that it was not interested in pursuing a transaction with Polycom.

On March 15, 2016, the Polycom Board met telephonically. Mr. Leav reported to the Polycom Board on his conversation with Strategic Entity 3. Representatives of Morgan Stanley provided an update to the Polycom Board on its discussions with Mitel. At the request of the Polycom Board, representatives of Morgan Stanley provided an update to the Polycom Board on the state of the debt financing market and alternatives available to Mitel to finance the transaction. The Polycom Board discussed Mitel’s most recent proposal and determined that it was not in Polycom’s or its stockholders best interest to pursue that proposal. The Polycom Board expressed concern that continued consideration of a transaction with Mitel might distract management’s attention away from operating Polycom.

Immediately following the Polycom Board meeting on March 15, 2016, the independent members of the Polycom Board met telephonically. The independent members of the Polycom Board discussed developments with the potential Mitel transaction, Polycom’s stand-alone strategy, and communications with Elliott.

On March 15, 2016, an article appeared in the media reporting that Mitel and Polycom were negotiating a strategic transaction.

On March 16, 2016, representatives of BofA Merrill Lynch contacted representatives of Morgan Stanley with a revised non-binding proposal pursuant to which Mitel would acquire Polycom for consideration per share of Polycom stock of $3.12 in cash and 1.288 Mitel common shares (implying a value per share of Polycom stock of $12.50 based on the closing price of a Mitel common share of $7.28 on March 16, 2016). The representatives of BofA Merrill Lynch also asked if Morgan Stanley would be prepared to underwrite a portion of the debt financing for the transaction.

On March 18, 2016, the Polycom Board met telephonically. Representatives of Morgan Stanley discussed with the Polycom Board its analysis of the most recent proposal from Mitel, noting that the revised proposal contemplated that Mitel would raise less debt, use some of Polycom’s offshore cash to fund the cash requirements of the transaction and that Polycom stockholders would own a greater proportion of the combined company as a result. Representatives of Morgan Stanley also discussed with the Polycom Board the request Morgan Stanley had received to underwrite a portion of the debt financing for the transaction with Mitel. The Polycom Board discussed governance issues raised by Polycom stockholders owning approximately 59% of the combined company following consummation of the proposed transaction. The Polycom Board discussed a counterproposal to Mitel that would request additional cash and an exchange ratio of 1.34 instead of 1.288. The Polycom Board also discussed that Mitel should be required to give assurances that it is able to raise the debt

35

Table of Contents

necessary to consummate a transaction with Polycom prior to engaging in further negotiations. The Polycom Board concluded that it was unlikely that Mitel would be able to furnish additional cash in a transaction but that it made sense to ask for additional Mitel common shares as consideration. The Polycom Board discussed risks in Polycom’s underlying business and the financial benefits of a transaction on the terms proposed by Mitel given those risks, and determined that Polycom should continue to discuss a potential transaction with Mitel but should continue to require from Mitel assurance related to the financing risks. In executive session, the Polycom Board discussed Mitel’s request that Morgan Stanley underwrite a portion of the debt financing and concluded that given Morgan Stanley’s role as Polycom’s financial advisor, the Polycom Board would prefer for Morgan Stanley not to provide debt financing, but would reconsider the issue only if required to finalize the financing for a desirable transaction, and so instructed Morgan Stanley.

On March 20, 2016, the Polycom Board met telephonically. The Polycom Board further discussed Mitel’s most recent revised proposal and Polycom’s potential counterproposal. The Polycom Board discussed timing and risks related to a third-party bank providing financing, and discussed whether a private equity source or Elliott could provide alternative financing. The Polycom Board directed Polycom management and Morgan Stanley to contact Mitel to discuss Mitel’s plan for securing financing and to make a counterproposal to Mitel of $3.12 in cash and 1.34 Mitel common shares per share of Polycom stock as previously discussed by the Polycom Board at its March 18 meeting.

Also on March 20, 2016, following the Polycom Board meeting, representatives of Morgan Stanley contacted representatives of BofA Merrill Lynch to discuss financing and to propose a transaction in which Mitel would acquire Polycom for consideration per share of Polycom stock of $3.12 in cash and 1.34 Mitel common shares.

On March 21, 2016, representatives of BofA Merrill Lynch telephoned representatives of Morgan Stanley with a revised non-binding proposal pursuant to which Mitel would acquire Polycom for consideration per share of Polycom stock of $3.12 in cash and 1.31 Mitel common shares.

On April 1, 2016, the Polycom Board met telephonically. At the request of the Polycom Board, representatives of Morgan Stanley gave an update on Mitel’s efforts to secure debt financing. The Polycom Board discussed whether it would consider alternative transaction structures in the event Mitel was unable to finance the full amount of cash but determined it was premature to reach any conclusions, and discussed alternatives to pursuing a transaction. Mr. Leav provided a preliminary update on Polycom’s first quarter performance, and indicated that revenue would be slightly below guidance.

On April 5, 2016, the media published additional information about a potential transaction between the parties, citing an approximate valuation of $12.50 per share.

On April 7, 2016, representatives of WSGR and Paul, Weiss resumed negotiations with respect to the Mitel Merger Agreement and the parties re-opened their virtual data rooms so that each party and its advisors could complete due diligence on the other party.

On April 11, 2016, the Polycom Board met telephonically. Representatives of Morgan Stanley provided an update on recent discussions with Mitel, including that Mitel had required the elimination of a “go-shop” provision that Polycom was negotiating to have in the Mitel Merger Agreement as a condition to agreeing to the elimination of the financing-related limitations on Polycom’s ability to seek specific performance to require Mitel to consummate the transaction and other changes to increase deal certainty for Polycom. The Polycom Board discussed, with input from legal and financial advisors, the open items on the draft Mitel Merger Agreement and determined that, in light of the market check conducted, the publicity about a potential sale of Polycom as well as Polycom’s continued right to respond to unsolicited bids through a no-shop process, Polycom could reasonably forego the “go-shop” provision in return for the concessions being offered by Mitel.

36

Table of Contents

Immediately following the Polycom Board meeting on April 11, 2016, the independent members of the Polycom Board met telephonically to discuss the proposed Mitel transaction.

Also on April 11, 2016, representatives of Paul, Weiss delivered to representatives of WSGR draft debt commitment letters from Bank of America, N.A. and BofA Merrill Lynch, and negotiations on such debt commitment papers continued between Mitel, its lenders and their respective advisors between April 11, 2016 and April 14, 2016.

Between April 8 and April 14, 2016, representatives of Paul, Weiss and WSGR continued to exchange drafts of the Mitel Merger Agreement and, together with their clients, worked to resolve the remaining open issues in the Mitel Merger Agreement and the Polycom and Mitel disclosure letters to the Mitel Merger Agreement. The parties ultimately agreed, among other things, to a Polycom termination fee of $60 million and a Mitel termination fee of $50 million, and, as discussed above, to eliminate the “go-shop” provision and the financing-related limitations on Polycom’s ability to seek specific performance to require Mitel to consummate the transaction.

On April 14, 2016, the Polycom Board met telephonically to consider the proposed transaction with Mitel. At the request of the Polycom Board, representatives of MoFo discussed with the Polycom Board their fiduciary duties with respect to the transaction. Representatives of Morgan Stanley provided an update on negotiations with Mitel, including an update on the financing being provided in the transaction and Mitel’s requirement that the “go-shop” provision in the Mitel Merger Agreement be eliminated. Representatives of Morgan Stanley summarized Polycom’s review of strategic alternatives, including the outreach made by Polycom to potential counterparties, noting that Polycom had discussed a transaction with 13 other parties, both strategic and financial, and that no actionable alternative proposals had emerged as a result of those discussions. Representatives of Morgan Stanley reviewed the applicable termination fees, valuation benchmarks and other metrics for evaluating the financial terms of the proposed transaction and discussed with the Polycom Board its analysis of the consideration to be paid in the transaction. Representatives of Morgan Stanley discussed the pro forma balance sheet of the proposed combined company prepared by management and the first quarter results of both Polycom and Mitel, as well as the stand-alone business plans for Polycom. Representatives of Morgan Stanley also confirmed that Morgan Stanley did not have any material relationships with Mitel. Representatives of Morgan Stanley then delivered to the Polycom Board Morgan Stanley’s oral opinion, which was subsequently confirmed in writing on the same date, that, as of that date 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 consideration to be received by the holders of Polycom stock pursuant to the Mitel Merger Agreement was fair from a financial point of view to such holders. Management reviewed an inversion analysis performed by a third party and reported that Polycom was comfortable with the analysis. Representatives of WSGR reviewed the terms of the draft Mitel Merger Agreement circulated earlier that day, including the summary which had previously been provided to the Polycom Board, discussed the resolution of the open issues previously discussed with the Polycom Board at the April 11, 2016 meeting and reviewed certain other matters. Representatives of WSGR also reviewed the terms of the debt commitment letter being delivered to Mitel as part of the transaction, and noted that there was no financing condition in the Mitel Merger Agreement. Representatives of WSGR described the closing conditions under the Mitel Merger Agreement, including antitrust approvals and CFIUS approval. Representatives of WSGR also discussed the provisions in the agreement relating to alternative acquisition proposals. Representatives of WSGR noted that directors and executive officers of Polycom and Mitel and Elliott would be signing voting agreements as part of the transaction. Management updated the Polycom Board on the due diligence investigation that Polycom had performed on Mitel, and discussed retention and severance plans. After discussing potential reasons for and against the proposed transaction, the Polycom Board unanimously determined that the Mitel Merger Agreement and the transactions contemplated by the Mitel Merger Agreement, including the merger with Mitel, were on terms that were fair to, advisable and in the best interests of Polycom’s stockholders. The Polycom Board, therefore, approved the execution of the Mitel Merger Agreement and recommended that Polycom’s stockholders vote to approve the adoption of the Mitel Merger Agreement at any meeting of Polycom stockholders to be called

37

Table of Contents

for the purposes of acting thereon. The Polycom Board also discussed and adopted a resolution authorizing amendments to Polycom’s bylaws to provide that Delaware courts would be the exclusive forum for certain types of claims relating to Polycom.

On April 14 and April 15, 2016, representatives of WSGR and Paul, Weiss finalized the draft Mitel Merger Agreement and draft voting agreements.

On April 15, 2016, each of Polycom, Mitel and the Merger Sub executed and delivered the Mitel Merger Agreement and the directors and executive officers of each company and Elliott also executed and delivered the voting agreements. On the morning of April 15, 2016, prior to the opening of the market, Polycom and Mitel issued a joint press release announcing the proposed transaction. On the first trading day immediately following the announcement of the transaction, Mitel’s share price experienced a decline of approximately 10%, falling from $7.88 to $7.12 per share.

On April 22, 2016, Polycom received a letter from Siris proposing an acquisition of Polycom and a leveraged recapitalization of Polycom in which, among other things, existing Polycom stockholders would receive a cash dividend of $9.37 per share and Siris (directly or through affiliates) would purchase from Polycom $600 million in shares of a new convertible preferred stock of Polycom, which securities would give Siris ownership immediately after the closing of 50.3% of Polycom’s outstanding equity, on an as-converted basis. Siris’ proposal would have entitled Siris to vote the preferred stock on an as-converted basis, thus giving Siris voting control of Polycom, and to nominate a majority of the Polycom Board and any subsidiary boards. Under Siris’ proposal, the cash dividend, the repayment of Polycom’s existing debt and the termination fee payable to Mitel would be funded with $800 million of new debt, the proceeds of the sale to Siris of the $600 million of new preferred stock and cash on Polycom’s balance sheet. Siris’ proposal assumed that Polycom could achieve $75 million in cost savings following the recapitalization. Siris asserted that the publicly traded common stock that Polycom stockholders would continue to hold after the recapitalization would have a value of $4.13 per share immediately after the closing of the recapitalization, which also would be the conversion price of the new preferred stock, and accordingly that its proposal provided an aggregate value of $13.50 per share of Polycom stock. Pursuant to the terms of the Mitel Merger Agreement, Polycom provided notice to Mitel of Siris’ letter, Polycom also kept Mitel informed of each subsequent material communication with Siris related to a potential Siris transaction prior to the termination of the Mitel Merger Agreement.

On April 23, 2016, the Polycom Board met telephonically to discuss Siris’ April 22 proposal. Upon the request of the Polycom Board, representatives of Morgan Stanley reviewed the terms of the proposal, and representatives of WSGR and MoFo reviewed the Polycom Board’s fiduciary duties and the provisions of the Mitel Merger Agreement applicable to the directors’ consideration of Siris’ proposal. Following discussion, the Polycom Board instructed Morgan Stanley to conduct additional analysis of Siris’ proposal to be presented at a subsequent Polycom Board meeting before the Polycom Board decided whether and how to respond to Siris.

Immediately following the meeting of the Polycom Board on April 23, 2016, the independent members of the Polycom Board met telephonically to discuss further Siris’ April 22 proposal and the process for determining Polycom’s response to Siris’ proposal.

On April 25, 2016, Mitel sent a letter to Polycom stating Mitel’s view that Siris’ April 22 proposal was not, and could not reasonably be expected to lead to, a “Company Superior Proposal” as defined in the Mitel Merger Agreement. In its letter, Mitel stated that Siris’ proposal lacked specificity as to certain terms, including the structure and terms of the contemplated financing, the rights and preferences of the new convertible preferred stock to be held by Siris and how Siris would complete the necessary financing. Mitel also stated Mitel’s view that Siris’ proposal would provide less value to Polycom stockholders than the Mitel merger.

On April 26, 2016, the Polycom Board met telephonically to discuss Siris’ April 22 proposal. At the request of the Polycom Board, representatives of Morgan Stanley provided further analysis of Siris’ proposal, and

38

Table of Contents

representatives of WSGR and MoFo reviewed with the Polycom Board its fiduciary duties and applicable provisions of the Mitel Merger Agreement. The Polycom Board discussed the positive aspects of Siris’ proposal, such as the higher cash component that provided increased certainty of value to Polycom stockholders compared to the merger with Mitel and the potential benefit to Polycom stockholders of the ongoing equity interest if the recapitalized company succeeded. The Polycom Board also discussed the proposal’s negative attributes, particularly with respect to the risks to the value of the ongoing equity interest, including that the recapitalized company would continue to bear the costs of being publicly traded, would still face standalone operating risks, would lose the benefit of the synergies that might be achieved through a merger with a strategic company such as Mitel, would be subject to voting and board control by Siris, and would be more leveraged and have less cash on hand to pursue alternative transactions. The Polycom Board discussed that Siris would receive preferred stock in exchange for its investment, which would be senior to the common stock held by Polycom stockholders and the potential negative impact that would have on the value of the Polycom stock, and that the future value of Polycom stock would depend on actual trading and could be very low or zero in certain scenarios when compared to valuation ranges in which Polycom stock has historically traded. The Polycom Board discussed whether the $75 million in cost cutting measures assumed by Siris in its proposal were feasible and the likely detrimental effects that such measures would have on the recapitalized company’s ability to sustain its sales and EBITDA projections and, therefore, on the residual value of the recapitalized company’s publicly traded common stock. In light of the foregoing negative considerations, the Polycom Board was of the view that under Siris’ proposal the common stock in the recapitalized company would likely have a value that was significantly lower than the $4.13 per share that Siris asserted in its proposal. The Polycom Board also discussed the likelihood that a transaction could be consummated under the proposed terms, including likely difficulties that Siris would have raising the necessary equity and debt financing for the proposed transaction, particularly in light of the challenges Mitel encountered securing debt financing for the Mitel merger at much lower leverage levels. After discussion, the Polycom Board determined that Siris’ proposal was not a “Company Superior Proposal” and could not reasonably be expected to lead to a Company Superior Proposal and requested that representatives of WSGR communicate that determination to Siris. The Polycom Board also discussed Mitel’s letter of April 25, and determined that no response to Mitel was needed.

On April 27, 2016, WSGR sent Siris a letter reflecting the Polycom Board’s determination.

On April 27, 2016, Polycom received a letter from Siris in which Siris stated that it would be in a position to significantly improve the terms of its acquisition proposal if it were able to speak with a limited number of potential financing sources.

On April 28, 2016, Polycom received a letter from Mitel in which Mitel stated its view that Polycom was prohibited by the “no-shop” provisions in the Mitel Merger Agreement from releasing Siris from certain obligations under Siris’ existing confidentiality agreement with Polycom that prevented Siris from discussing its proposal with potential financing sources.

On April 29, 2016, the Polycom Board met telephonically to discuss Siris’ April 27 letter. Representatives of Morgan Stanley provided its views on Siris’ April 27 letter and, at the request of the Polycom Board, representatives of WSGR and MoFo reviewed with the Polycom Board its fiduciary duties and the applicable provisions of the Mitel Merger Agreement. Following additional discussion, the Polycom Board concluded that, in light of Siris’ April 27 letter, and the stated possibility of significant improvements in Siris’ proposal, Siris’ proposal constituted a bona fide, written “Company Acquisition Proposal” that could reasonably be expected to lead to a “Company Superior Proposal.” The Polycom Board directed Morgan Stanley to communicate this decision to Siris and to Mitel and to seek clarification from Siris regarding certain terms of its proposal.

On April 29, 2016, immediately following the meeting of the Polycom Board, the independent members of the Polycom Board met telephonically to discuss further the April 27 Siris letter and Polycom’s process for responding to Siris.

39

Table of Contents

On April 29, 2016, representatives of Morgan Stanley contacted Siris to obtain further information about Siris’ proposal, including the potential for Siris improving the terms of its proposal, terms of the preferred stock, mechanics of the dividend, financing of the transaction, and terms impacting deal certainty.

On May 1, 2016, the Polycom Board met telephonically to discuss the conversation that representatives of Morgan Stanley had with Siris on April 29. Representatives of Morgan Stanley reported on the information received from Siris about its proposal and sought additional direction from the Polycom Board. The Polycom Board discussed Siris’ proposal and concluded that it needed to receive a more specific and improved proposal from Siris, including Siris’ assumptions on financing terms, prior to engaging further with Siris or permitting Siris to speak with debt and equity financing sources, and directed Morgan Stanley to communicate that to Siris.

Immediately following the meeting of the Polycom Board on May 1, the independent members of the Polycom Board met telephonically to discuss further Siris’ proposal.

Also on May 1, 2016, representatives of Morgan Stanley contacted Siris to request that Siris submit an improved proposal, based (if necessary) on assumed financing terms and conditions. Siris informed the representatives of Morgan Stanley it would consider the Polycom Board’s request.

On May 6, 2016, Polycom received a revised acquisition proposal from Siris. Among other terms, Siris’ revised proposal increased the cash dividend payable to Polycom stockholders from $9.37 per share to $10.50 per share and revised the post-closing conversion price of the preferred stock that Siris would purchase from $4.13 per share to $4.00 per share. Siris asserted that the common stock that Polycom stockholders would continue to hold after the recapitalization would have a value of $4.00 per share and that its revised proposal, therefore, provided an aggregate value of $14.50 per share of Polycom stock. As with the original proposal, Siris’ revised proposal contemplated that Siris would purchase $600 million of Polycom preferred stock, giving Siris approximately 51% of Polycom’s outstanding equity on an as-converted basis immediately after the closing. Under Siris’ revised proposal, Siris would be entitled to vote the preferred stock on an as-converted basis, thus giving Siris voting control of Polycom and the right to appoint a majority of the Polycom Board. In addition to the foregoing adjustment to the conversion price of the preferred stock, Siris’ revised proposal included additional terms of the foregoing preferred stock, including noting that the preferred stock would have a liquidation preference and a preferred payment in kind dividend. Siris’ proposal did not specify the dividend rate of the preferred stock. Siris’ revised proposal also contemplated that Polycom would increase its borrowings from $810 million to $872 million and use $266 million of Polycom’s existing cash to fund the cash dividend and pay off Polycom’s existing debt. Siris’ revised proposal also continued to assume that the recapitalized company could achieve $75 million in cost savings following the recapitalization. In reviewing Siris’ revised proposal, Polycom calculated that it would require approximately $429 million in gross cash to cover the $266 million in cash required for Siris’ revised proposal and to pay the Mitel termination fee and cover costs to repatriate cash and other transaction expenses.

On May 6, 2016, Polycom received a letter from Mitel in which Mitel stated its view that Siris’ revised May 6 proposal was not more favorable from a financial point of view to Polycom’s stockholders than Polycom’s merger with Mitel, could not be consummated in accordance with its terms and, therefore, was not, and could not reasonably be expected to lead to, a “Company Superior Proposal” within the meaning of the Mitel Merger Agreement.

On May 9, 2016, the Polycom Board met telephonically to discuss Siris’ May 6 acquisition proposal. Representatives of MoFo commented on the directors’ fiduciary duties and representatives of WSGR summarized the applicable terms of the Mitel Merger Agreement. Representatives of Morgan Stanley discussed the financial value of Siris’ revised proposal in comparison to Siris’ original proposal and in comparison to the financial value of the Mitel transaction. Representatives of Morgan Stanley addressed the differences in the type of consideration between the proposals and the potential values of the common stock to be retained by Polycom stockholders in Siris’ revised proposal in different scenarios, taking into consideration the preference that Siris

40

Table of Contents

would receive as a result of holding preferred stock. The Polycom Board discussed the likely value of the ongoing equity interest offered in Siris’ revised proposal, taking note of the fact that since the increase in upfront cash consideration was to be funded solely by greater indebtedness and Polycom’s existing cash resources, the revisions to Siris’ proposal potentially further impaired the value of such Polycom stock relative to Siris’ original proposal. The Polycom Board discussed its belief that the value of the Polycom stock in the recapitalized company likely would have a value that was significantly less than the $4.00 per share asserted by Siris. The Polycom Board discussed whether the cost cuts assumed in Siris’ revised proposal were realistic and how Siris’ proposed cost cuts might affect the operations of the recapitalized company and the financial results and valuation that the recapitalized company might achieve. The Polycom Board compared the proposed cuts in Siris’ revised proposal with the synergies that might be achieved in the strategic merger with Mitel. The Polycom Board also discussed the likelihood that a transaction could be consummated under the proposed terms, including whether Siris would be able to arrange the equity and debt financing needed for its proposal, taking note of the fact that the increased leverage required by Siris’ revised proposal likely would make obtaining debt financing more difficult than its original proposal. The Polycom Board also discussed that by virtue of the requirement to repatriate more cash under Siris’ revised proposal, Polycom would have less cash on hand to pursue alternative transactions. Further, as a stand-alone entity, Polycom would potentially be subject to a higher tax rate post-repatriation. Following the discussion, the Polycom Board determined to reject Siris’ revised proposal and declined to engage further with Siris on the basis of its revised proposal and directed Morgan Stanley to communicate this to Siris. The Polycom Board also discussed the May 6 Mitel letter and determined not to respond to it.

Immediately after the meeting of the Polycom Board on May 9, 2016, the independent members of the Polycom Board met telephonically to discuss further Siris’ May 6 proposal and the response to Siris.

On May 12, 2016, representatives of Morgan Stanley advised Siris of the Polycom Board’s determination.

On May 17, 2016, Polycom received a revised acquisition proposal from Siris. Under the terms of Siris’ revised proposal, existing Polycom stockholders would receive a cash dividend of $11.00 per share and Siris (directly or through affiliates and other equity financing sources) would purchase from Polycom $650 million in shares of a new convertible preferred stock of Polycom. After the proposed transaction, Siris would own 56% of Polycom’s outstanding equity on an as-converted basis. The conversion price of the new convertible preferred stock would be $3.50 per share post-transaction and the convertible preferred stock would have an in kind dividend rate of 8%. The revised proposal also stated that Siris would be prepared to offer existing Polycom stockholders the opportunity to exchange or “roll-over” their $11.00 per share cash dividend for an interest in up to $250 million of the new convertible preferred stock, subject to pro ration, which exchange would be offered through a new special purpose vehicle controlled by Siris and, to the extent accepted by Polycom stockholders, would reduce by a like amount the amount of new convertible preferred stock to be purchased by Siris. Shares in the special purpose vehicle would be registered with the SEC, but would not be listed on a securities exchange or transferable. Under Siris’ proposal, the cash dividend, the repayment of Polycom’s existing debt and the termination fee payable to Mitel would be funded with the proceeds of the sale to Siris of $650 million of the foregoing new convertible preferred stock, $870 million of new debt financing, and cash on Polycom’s balance sheet (including both onshore and offshore cash). In addition, Siris stated that it would be prepared to consider an alternative transaction structure in which Siris would acquire 100% of Polycom in a “take private” transaction for $11.50 per share in cash and a contingent value right, which is referred to as CVR, worth up to $3.00 per share. Siris also reiterated in its proposal its request that the Polycom Board provide its consent under the existing confidentiality agreement between Siris and Polycom for Siris to discuss the Siris proposal with potential financing sources in order to obtain the commitments for the financing that Siris would require to consummate a transaction with Polycom.

On May 18, 2016, Polycom received a letter from Mitel stating Mitel’s view that Siris’ revised May 17 proposal was not more favorable from a financial point of view to Polycom stockholders than Polycom’s merger with Mitel and could not be consummated in accordance with its terms, and therefore, was not and could not reasonably be expected to lead to a “Company Superior Proposal” within the meaning of the Mitel Merger

41

Table of Contents

Agreement. Mitel also reiterated its view that Polycom was prohibited by the “no-shop” provisions in the Mitel Merger Agreement from releasing Siris from its obligations under Siris’ existing confidentiality agreement with Polycom that prevented Siris from discussing its proposal with potential financing sources.

On May 20, 2016, the Polycom Board met telephonically to discuss Siris’ May 17 proposal. Representatives of Morgan Stanley summarized for the Polycom Board the features of Siris’ revised proposal and provided a financial analysis of the terms of the Siris proposal, noting that the revised proposal would offer Polycom stockholders increased upfront cash and a smaller percentage ownership of Polycom going forward as compared to the prior Siris proposal and that Siris had stated that it would also be prepared to consider alternative transaction structures such as a “take private,” which would offer Polycom stockholders cash and CVRs in exchange for all of the outstanding shares of Polycom stock. Representatives of Morgan Stanley also described the proposed dividend roll-over feature in Siris’ revised proposal and provided the Polycom Board with a financial analysis regarding circumstances under which Polycom stock potentially would or would not have a positive value in light of the projected performance of Polycom. The Polycom Board discussed Siris’ revised proposal with Morgan Stanley and its legal counsel, addressing whether the Polycom Board thought that Siris’ revised proposal could reasonably be expected to lead to a “Company Superior Proposal” as defined in the Mitel Merger Agreement and whether and how it should engage with Siris. As part of the discussion, the Polycom Board discussed the value of the cash component, the value of the preferred stock component and the value of the common stock or CVR. After discussion, the Polycom Board determined that taking into consideration the revised terms, and in particular the additional cash component being proposed, Siris’ revised proposal could reasonably be expected to lead to a “Company Superior Proposal” as defined in Section 1.01 of the Mitel Merger Agreement. In light of the preliminary, non-binding nature of the Siris proposal, the Polycom Board did not address whether the proposal qualified as a “Company Superior Proposal” as defined in the Mitel Merger Agreement. The Polycom Board concluded that it was in the best interest of Polycom stockholders to engage with Siris to further understand and seek to improve the proposal. The Polycom Board also discussed whether it should provide consent to Siris under Polycom’s confidentiality agreement with Siris to allow Siris to consult potential financing sources and authorized management to grant Siris consent to consult with such potential financing sources in the event that discussions with Siris proceeded in a productive manner. The Polycom Board discussed the assertions made by Mitel in its letter of May 18, 2016 and disagreed with Mitel’s position. The Polycom Board instructed Morgan Stanley to inform Siris that, if discussions between the Company and Siris proceeded in a productive manner, the Polycom Board intended to grant some form of such consent at a later date to allow Siris to enter into discussions with potential financing sources in a manner that was not less restrictive than the access that the Polycom Board had allowed Mitel before the Mitel Merger Agreement was signed. The Polycom Board also instructed Morgan Stanley to engage in discussions or negotiations with Siris with respect to clarifying and improving certain aspects of Siris’ revised proposal, including clarifying the terms of the CVR and preferred stock rollover and suggesting a preference for a more certain value in the proposal.

On May 20, 2016, the independent members of the Polycom Board met telephonically immediately following the Polycom Board meeting to discuss aspects of Siris’ revised proposal and the role of the independent members of the Polycom Board in any future discussions with representatives of Siris.

On May 21, 2016, representatives of Morgan Stanley advised Siris of the Polycom Board’s determination and requested additional information from Siris regarding its proposal.

On May 23, 2016, Polycom filed a Form 8-K with the SEC in which it publicly announced that it had received a modified acquisition proposal from Siris, which was the acquisition proposal received by Polycom on May 17, 2016, described above.

On May 24, 2016, Polycom received a letter from Mitel in which Mitel requested that the Polycom Board publicly reaffirm its recommendation that Polycom stockholders vote in favor of the proposed merger with Mitel.

On May 26, 2016, Polycom received another letter from Mitel in which Mitel stated its view that consenting to deem certain of Siris’ potential sources of debt financing as “Representatives” under the confidentiality agreement between Polycom and Siris would be a breach of the Mitel Merger Agreement.

42

Table of Contents

On May 26, 2016, the Polycom Board met telephonically to discuss, among other things, Mitel’s request that the Polycom Board publicly reaffirm its recommendation that Polycom stockholders vote in favor of the proposed Mitel merger. The Polycom Board discussed with representatives of Morgan Stanley, Morgan Stanley’s recent communications with Siris about its potential financing sources, performing due diligence on Polycom, and scheduling management meetings among representatives of Siris, representatives of Morgan Stanley, Polycom management, and the Polycom Board. The Polycom Board also discussed with representatives of WSGR the status and likely timing of the merger with Mitel. After discussion, including the fact that the Polycom Board had not determined that there was a “Company Superior Proposal” (as defined in the Mitel Merger Agreement) and the fact that a failure to reaffirm its recommendation, as contemplated by the Mitel Merger Agreement, would constitute a “Company Adverse Recommendation Change” (as defined in the Mitel Merger Agreement), which would give Mitel the right to terminate the Mitel Merger Agreement and collect a termination fee, the Polycom Board unanimously passed a resolution to reaffirm its recommendation that Polycom stockholders vote in favor of the proposed merger with Mitel.

On May 26, 2016, the independent members of the Polycom Board met telephonically immediately following the Polycom Board meeting to discuss the planned meetings among members of Polycom management, the Polycom Board, and representatives of Siris.

On May 27, 2016, Polycom entered into an amendment to its confidentiality agreement with Siris to permit Polycom to communicate to Mitel information about Siris in a manner consistent with the Mitel Merger Agreement, including, among other things, to permit Polycom to disclose to Mitel information regarding proposals received by Polycom from Siris. Also on May 27, Polycom disclosed in a filing with the SEC that the Polycom Board had unanimously reaffirmed its recommendation that Polycom stockholders vote in favor of the proposed merger with Mitel.

On May 31, 2016, Polycom granted Siris access to its virtual data room in order to allow Siris to conduct due diligence. Also on May 31, Polycom gave its consent to Siris for Siris to deem five specified potential sources of debt financing “Representatives” of Siris under the confidentiality agreement between Polycom and Siris, as requested by Siris to enable Siris to seek debt financing for a transaction with Polycom.

On June 2, 2016, representatives of Polycom and Siris met at Polycom’s offices, together with their respective financial and legal advisors, to discuss a potential transaction and conduct due diligence, among other things. In addition, in a separate session, the Chair of the Polycom Board, acting on behalf of the Polycom Board at their request, together with a representative of MoFo, met with representatives of Siris and Sidley. At that meeting, the Chair of the Polycom Board asked Siris to make an all-cash offer for the entire company. Subsequent to June 2, 2016, representatives of Polycom and Siris and their respective financial and legal advisors continued to meet and conduct due diligence.

During the pendency of the discussions with Siris, Mitel’s share price continued to decline, from the $7.12 per share closing price on April 15, 2016, the first full trading day after the announcement of the Mitel Merger Agreement, down to a $6.69 per share closing price on June 3, 2016, a further 6% decline.

On June 6, 2016, Siris delivered to Polycom a revised non-binding acquisition proposal pursuant to which Siris would acquire 100% of the outstanding common stock of Polycom for an all-cash offer of $12.25 per share in a take private transaction. The revised acquisition proposal required that Siris be granted permission to communicate with additional financing sources. Siris indicated that its revised proposal would be funded, in part, with $650 million of equity financing and $950 million of debt financing. The revised proposal included a letter from a potential lender indicating that, subject to a number of conditions and contingencies, the potential lender was highly confident it could arrange the debt financing. On June 6, 2016, the Polycom Board met telephonically to discuss Siris’ June 6 proposal. Representatives of Morgan Stanley summarized for the Polycom Board Siris’ revised proposal and provided a financial analysis of the terms of the revised proposal, noting that the revised proposal would offer Polycom stockholders $12.25 per share of Polycom stock in cash without any stub equity or

43

Table of Contents

CVR component as contemplated in previous offers from Siris and comparing the potential value of the revised Siris proposal to the potential value of the consideration to be received in the merger with Mitel. The Polycom Board also discussed the June 2, 2016 meeting between Polycom and Siris. The Polycom Board also discussed with representatives of WSGR, MoFo, and Morgan Stanley improving the price and certainty of Siris’ revised proposal and provided representatives of WSGR, MoFo, and Morgan Stanley instructions for further discussions with Siris.

On June 6, 2016, the independent members of the Polycom Board met telephonically immediately following the Polycom Board meeting to further discuss the recent meeting among representatives of Siris and representatives of Polycom and other items related to the revised Siris proposal.

On June 7, 2016, Polycom received a letter from Mitel stating Mitel’s view that Siris’ June 6 revised proposal was not more favorable from a financial point of view to Polycom stockholders than Polycom’s merger with Mitel and lacked committed financing and an alternative acquisition agreement and therefore was not and could not reasonably be expected to lead to a “Company Superior Proposal” within the meaning of the Mitel Merger Agreement. Polycom also received a letter from Mitel stating Mitel’s view that Polycom’s consent to deem specified potential sources of debt financing for Siris’ acquisition proposal “Representatives” of Siris under the confidentiality agreement between Polycom and Siris, as requested by Siris, was a willful breach of the Mitel Merger Agreement.

On June 8, 2016, Polycom filed a Form 8-K with the SEC in which it publicly announced that it had received a modified acquisition proposal from Siris, which was the acquisition proposal received by Polycom on June 6, 2016, described above, and that the Polycom Board had reaffirmed its recommendation that Polycom stockholders vote in favor of the proposed merger with Mitel.

On June 10, 2016, representatives of Siris’ legal counsel, Sidley Austin LLP, which is referred to as Sidley, sent a draft of the merger agreement to representatives of WSGR and MoFo. The draft merger agreement was substantially in the form of the Mitel Merger Agreement, as modified for a customary structure for a private equity sponsor acquirer. The draft merger agreement included a no solicitation provision for Polycom and a termination fee payable by Polycom if, among other things, Polycom were to terminate the agreement for a superior offer or if the board were to change its recommendation. Siris proposed to set Polycom’s termination fee at $60 million, which was equal to Polycom’s termination fee in the Mitel Merger Agreement. The draft merger agreement provided that Polycom would be entitled to require Siris to consummate the merger only if all of the conditions to the closing had been satisfied or waived, the debt financing had been or would be funded and Polycom was willing and able to close, and that Polycom’s sole recourse for a breach of the closing obligations of Siris or a failure to receive funding or material breach of representations would be a reverse termination fee of $100 million from Siris. It did not include a financing condition to closing. The draft merger agreement also required that Polycom terminate its agreement with Mitel and pay Mitel the $60 million termination fee due to it under the Mitel Merger Agreement prior to entering into the agreement with Siris. The draft merger agreement did not require voting agreements by any stockholders of Polycom.

On June 16, 2016, the Polycom Board met telephonically to discuss the draft of the merger agreement. Representatives of WSGR and MoFo summarized for the Polycom Board the terms of the merger agreement, certain differences in the provisions of the merger agreement compared to the Mitel Merger Agreement and issues in and related to the merger agreement. After discussion, the Polycom Board instructed WSGR and MoFo to negotiate with Siris and its legal counsel on the terms of the merger agreement. The Polycom Board also discussed Siris’ request that the Polycom Board provide its consent under the confidentiality agreement between Siris and Polycom for Siris to discuss the Siris proposal with potential debt and equity financing sources in order to obtain the commitments for the financing that Siris would require to consummate a transaction with Polycom. After discussion, the Polycom Board agreed to give its consent to Siris for Siris to contact certain specified potential sources of financing under the confidentiality agreement between Polycom and Siris as requested by Siris.

44

Table of Contents

On June 16, 2016, the independent members of the Polycom Board met telephonically immediately following the Polycom Board meeting to discuss aspects of the merger agreement and the recent discussions that the Chair of the Polycom Board and representatives of MoFo had with representatives of Siris on June 15, 2016, on the due diligence, status of and timeline for Siris’ proposed transaction.

On June 19, 2016, representatives of WSGR and MoFo sent representatives of Sidley a revised version of the merger agreement. The revised merger agreement removed the reverse termination fee and allowed Polycom to seek specific performance to require Siris to consummate the merger. The draft merger agreement also required Siris to pay the Mitel termination fee on behalf of Polycom.

On June 20, 2016, representatives from Polycom, Morgan Stanley, and Siris met telephonically to discuss Polycom’s 2016-2017 annual operating plan and the Endpoint Focus Case.

On June 26, 2016, representatives of Sidley sent a revised draft of Siris’ proposed merger agreement to representatives of WSGR and MoFo, along with drafts of the equity and debt commitment letters and a limited guarantee.

On June 28, 2016, the Polycom Board met telephonically to discuss the revised draft of the merger agreement and recent discussions that representatives of MoFo, WSGR and the Chair of the Polycom Board had with representatives of Siris and Sidley. Representatives of MoFo and WSGR summarized for the Polycom Board the draft merger agreement as well as the draft debt and equity commitment letters and limited guarantee and discussed certain issues with respect to the terms proposed by Siris therein. Representatives of MoFo and WSGR informed the Polycom Board that Siris was unwilling to agree to specific performance with respect to its closing obligation in the absence of financing, and instead proposed agreeing to use its reasonable best efforts to secure debt financing and to provide a reverse termination fee if Siris failed to close because financing was not available. The Polycom Board discussed issues related to the proposed transaction, including the financing provisions, the reverse termination fee, other deal certainty provisions and other issues related to the Mitel transaction. After discussion, the Polycom Board instructed representatives of WSGR and MoFo to continue to negotiate for specific performance. Representatives of Morgan Stanley also discussed the value to Polycom’s stockholders of the Mitel transaction. The Polycom Board discussed the consideration offered in the Mitel transaction compared to the proposed transaction with Siris and instructed Morgan Stanley to prepare further analysis of the comparative value of the Mitel and Siris transactions for presentation to the Polycom Board at its meeting scheduled for July 2, 2016.

On June 28, 2016, the Chair of the Polycom Board and representatives of Siris met telephonically, together with representatives of MoFo, WSGR and Sidley, to discuss certain issues in the merger agreement and the timing of the potential transaction.

On July 1, 2016, representatives from Polycom, Siris, and Morgan Stanley met telephonically to discuss Polycom’s preliminary financial results for the second quarter of 2016.

On July 2, 2016, the Polycom Board met telephonically to discuss issues related to the proposed transaction with Siris and an analysis of the comparative value to Polycom stockholders of the Mitel transaction versus the Siris transaction. Representatives of MoFo and WSGR reported to the Polycom Board on recent discussions that they had had with representatives of Siris regarding financing certainty and the size of the Siris reverse termination fee. Siris had indicated that it could not agree to specific performance but would consider increasing the size of the Siris reverse termination fee to $120 million. Representatives of Morgan Stanley discussed with the Polycom Board Morgan Stanley’s analysis of the value of the Mitel transaction. Representatives of Morgan Stanley discussed with the Polycom Board other financial metrics of the Mitel and Siris transactions. The Polycom Board discussed issues regarding the merger agreement and determined to seek an increase in the consideration to be paid and an increase in the size of the Siris reverse termination fee.

45

Table of Contents

On July 2, 2016, representatives of WSGR sent a revised draft of the merger agreement to representatives of Sidley.

On July 3, 2016, the Chair of the Polycom Board and representatives of Siris met telephonically, together with representatives of MoFo and Sidley, to discuss increasing the merger consideration to be paid by Siris and the size of the Siris reverse termination fee applicable to the failure to close the transaction in the event of a financing failure or willful breach of the merger agreement by Siris.

On July 4, 2016, representatives of MoFo, WSGR and Sidley negotiated by telephone conference calls other open issues under the proposed merger agreement and other transaction documents.

On July 5, 2016, the Chair of the Polycom Board and representatives of Siris met telephonically, together with representatives of MoFo, WSGR and Sidley, to continue discussing the amount of the merger consideration and the size of the Siris reverse termination fee. During the meeting, in response to Polycom’s request, Siris offered to raise the merger consideration to $12.50 per share of Polycom stock and to increase the size of the Siris reverse termination fee to $130 million. In a subsequent conversation on July 5, 2016, between the Chair of the Polycom Board and the representatives of Siris, in response to Polycom’s request, Siris offered to provide a bifurcated reverse termination fee structure wherein $120 million would be paid to Polycom by Siris in the event that the merger agreement was terminated under certain circumstances (including the failure to close the transaction due to financing failure) without a willful breach on the part of Siris and $150 million would be paid to Polycom by Siris for a termination due to willful breach on the part of Siris.

On July 5, 2016, the Polycom Board met telephonically to discuss developments in negotiations with Siris. Representatives of MoFo described for the Polycom Board Siris’ offer to raise the merger consideration to $12.50 per share of Polycom stock and to increase the size of the reverse termination fee to $130 million for the failure to close the transaction due to a financing failure without willful breach and $150 million for failure to close the transaction due to a willful breach. The Polycom Board also discussed with representatives of MoFo and WSGR the other open issues in the draft merger agreement, including the circumstances under which Polycom would be required to repay to Siris the $60 million that Siris would pay to Polycom after execution of a merger agreement with Siris to reimburse Polycom for the termination fee required to be paid to Mitel, as well as the likely timeline of events if the Polycom Board determined that the Siris proposal was a Company Superior Proposal under the Mitel Merger Agreement and provided notice to Mitel of its intent to terminate the Mitel Merger Agreement.

On July 5, 2016, the independent members of the Polycom Board met telephonically immediately following the Polycom Board meeting to discuss certain terms in the draft merger agreement and to schedule a Polycom Board meeting for later that week.

On July 6, 2016, representatives from Polycom, Siris, and Morgan Stanley met telephonically to discuss Polycom’s preliminary financial results for the second quarter of 2016 and cash projections for 2016.

On July 6, 2016, representatives of MoFo, WSGR and Sidley negotiated the terms of the draft merger agreement with input from their respective clients.

On July 7, 2016, affiliates of Siris submitted a complete proposal package including a binding offer to acquire all of the outstanding shares of Polycom for $12.50 per share on the terms set forth in a merger agreement executed by affiliates of Siris consistent with the terms previously discussed with the Polycom Board, executed commitment letters, and the limited guarantee.

During the afternoon on July 7, 2016, the Polycom Board met telephonically to consider the binding offer submitted earlier that day by Siris. At the request of the Polycom Board, representatives of MoFo discussed with

46

Table of Contents

the Polycom Board their fiduciary duties with respect to the Siris transaction and the Mitel transaction. Representatives of Morgan Stanley discussed with the Polycom Board Morgan Stanley’s valuation benchmarks and other metrics for evaluating the financial terms of the proposed transaction with Siris and the transaction with Mitel, and discussed with the Polycom Board its analysis of the consideration to be paid in the Siris transaction. Representatives of Morgan Stanley also summarized Polycom’s review of strategic alternatives, including the outreach made by Polycom to potential counterparties prior to execution of the Mitel Merger Agreement, and discussed the history of the proposals that Polycom had received as well as the stand-alone business plans for Polycom. Representatives of Morgan Stanley indicated that it would be prepared to deliver a fairness opinion regarding a transaction with Siris to the Polycom Board in the event that the Polycom Board determined that the Siris proposal was a Company Superior Proposal and subsequently terminated the Mitel Merger Agreement to enter into the merger agreement with Siris. Representatives of WSGR reviewed the terms of the merger agreement provided by Siris, noting significant differences from the Mitel Merger Agreement, discussed the resolution of the open issues previously discussed with the Polycom Board at the July 5, 2016 meeting and reviewed certain other matters. Representatives of WSGR also reviewed the terms of the executed debt and equity commitment letters delivered to Siris as well as the terms of the limited guarantee to be provided by Siris. Representatives of WSGR discussed the closing conditions, including antitrust approvals, the provisions relating to alternative acquisition proposals and the Siris reverse termination fee structure. After discussing potential reasons for and against the proposed transaction (see the section entitled “The Merger— Polycom Board’s Recommendation and Its Reasons for the Merger,” beginning on page 48 of this proxy statement) and the nature of Polycom’s obligations under the Mitel Merger Agreement, the Polycom Board unanimously determined that the Siris proposal constituted a Company Superior Proposal, that failure to make a “Company Adverse Recommendation Change” (as defined in the Mitel Merger Agreement) would be inconsistent with the fiduciary duties of the Polycom Board under applicable “Law” (as defined in the Mitel Merger Agreement) and that Polycom would notify Mitel of Polycom’s intent to terminate the Mitel Merger Agreement.

Promptly following conclusion of the Board meeting, representatives of WSGR provided written notice to Mitel of the Polycom Board’s determination that the Siris offer constituted a Company Superior Proposal and that Polycom was triggering the five day “matching period” available to Mitel under the Mitel Merger Agreement to propose to Polycom revisions to the Mitel Merger Agreement that might render the Siris offer no longer superior.

Shortly after receipt by Mitel of the notice from Polycom, Mitel provided written notice to Polycom indicating that Mitel would waive its right to revise the terms of its agreement with Polycom during the five-day “matching period” and would accept Polycom’s termination of the Mitel Merger Agreement, subject to payment by Polycom to Mitel of the $60 million termination fee. Following receipt of the Mitel notice, the Polycom Board convened a telephonic meeting on the evening of July 7, 2016, to discuss the Mitel letter and its impact on the transaction with Siris. Representatives of Morgan Stanley discussed with the Board Morgan Stanley’s assessment of the valuation and financial terms of the proposed transaction with Siris that representatives of Morgan Stanley had presented to the Polycom Board during the Polycom Board meeting during the afternoon of July 7, 2016. After discussion, representatives of Morgan Stanley then delivered to the Polycom Board Morgan Stanley’s oral opinion, which was subsequently confirmed in writing, that, as of July 7, 2016 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 consideration to be received by the holders of Polycom stock pursuant to the merger agreement was fair from a financial point of view to such holders. For more information about Morgan Stanley’s opinion, see the section entitled “The Merger—Opinion of Polycom’s Financial Advisor,” beginning on page 52 of this proxy statement. Representatives of WSGR summarized the provisions of Board resolutions that were proposed to be adopted by the Polycom Board, including approval of termination of the Mitel Merger Agreement, payment of the Mitel termination fee, and approval of the merger agreement and related ancillary agreements, among other items. The Polycom Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were on terms that were fair to, advisable and in the best interests of Polycom’s stockholders. The Polycom Board, therefore, authorized the termination of the Mitel Merger Agreement and the

47

Table of Contents

payment of the termination fee to Mitel and approved the execution of the merger agreement and recommended that Polycom’s stockholders vote to approve the adoption of the merger agreement at any meeting of Polycom stockholders called for the purposes of acting thereon.

On the morning of July 8, 2016, prior to the opening of the market, Polycom and Siris issued press releases announcing their intent to enter into the proposed merger, subject to receipt by Mitel of the termination fee and termination of the Mitel Merger Agreement. Also on July 8, 2016, Polycom paid the termination fee to Mitel, terminated the Mitel Merger Agreement, and, subsequent to such termination, entered into the merger agreement with Siris.

Polycom Board’s Recommendation and Its Reasons for the Merger

At a meeting on July 7, 2016, the Polycom Board unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, advisable and in the best interests of Polycom and Polycom stockholders, (2) approved and adopted the merger agreement, and (3) directed that the Merger proposal be submitted to a vote at a meeting of Polycom stockholders and recommended that Polycom stockholders vote “ FOR ” adoption of the merger agreement in accordance with the Merger proposal.

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Polycom Board consulted with Polycom’s management and legal and financial advisors and considered a variety of factors with respect to the merger and the other transactions contemplated by the merger agreement, including the factors described below:

The Polycom Board reviewed the potential benefits associated with the transaction, including:

48

Table of Contents

The Polycom Board considered the terms and conditions of the merger agreement, including the following:

49

Table of Contents

The Polycom Board also considered potential risks and other negative factors concerning the merger agreement and the transactions contemplated by the merger agreement, including the merger, in connection with its deliberations of the merger agreement and such transactions, including the following:

50

Table of Contents

The Polycom Board concluded that the potentially negative factors associated with the acquisition of Polycom by Parent were outweighed by the potential benefits that the Polycom Board expects Polycom and its stockholders to achieve as a result of the merger. Accordingly, the Polycom Board approved the merger agreement and the transactions contemplated by the merger agreement, including the merger.

In considering the recommendation of the Polycom Board, Polycom stockholders should be aware that directors and executive officers of Polycom have interests in the merger that are different from, or in addition to, any interests they might have solely as a stockholder. See the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 65 of this proxy statement.

The foregoing discussion of factors considered by the Polycom Board is not meant to be exhaustive, but includes the material factors considered by the Polycom Board in approving the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Polycom Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. Rather, the members of the Polycom Board made their respective determinations based on the totality of the information presented to them, including the input from Polycom’s management and advisors, and the judgments of individual members of the Polycom Board may have been influenced to a greater or lesser degree by different factors. The Polycom Board did not undertake to make any specific determinations as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Polycom Board based its determination on the totality of the information presented.

The Polycom Board unanimously recommends a vote “FOR” the Merger proposal.

51

Table of Contents

Opinion of Polycom’s Financial Advisor

The Polycom Board retained Morgan Stanley as its financial advisor in connection with the merger. The Polycom Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the industry, business and affairs of Polycom. At the meeting of the Polycom Board on July 7, 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing on the same date, to the Polycom Board to the effect that, as of such date, 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 consideration to be received by the holders of shares of Polycom stock 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 Polycom Board, dated July 7, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was for the benefit of the Polycom Board, in its capacity as such, and addressed only the fairness from a financial point of view of the consideration to be received by the holders of shares of Polycom stock pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Polycom stockholders should vote at any stockholders’ meeting to be held in connection with the merger or take any other action with respect to the merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

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 Morgan Stanley by Polycom, and formed a substantial basis for the opinion. With respect to the

52

Table of Contents

financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of Polycom’s management of the future financial performance of Polycom. 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 Parent will obtain financing in accordance with the terms set forth in the draft commitment letters. 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 Polycom and Parent and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Polycom’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Polycom stock in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Polycom, nor was it 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 it as of, July 7, 2016. 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 the opinion.

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its opinion to the Polycom Board. 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, nor does the order of analyses described represent the relative importance or weight given to those analyses. 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 considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Morgan Stanley considered a number of factors in analyzing the merger consideration. The fact that points in the ranges of implied equity value per share of Polycom stock derived below were less than or greater than the merger consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the merger consideration, but is one of many factors Morgan Stanley considered. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 5, 2016, which was the last full trading day prior to recent public speculation that Polycom was exploring a sale, and is not necessarily indicative of current market conditions.

Comparable Public Company Analysis

Morgan Stanley performed a comparable public company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial information of Polycom with corresponding financial data for other companies that shared certain similar characteristics to Polycom to derive an implied valuation range for Polycom. The companies used in this comparison included the following:

Enterprise Infrastructure

53

Table of Contents

Unified Communications

The above companies were chosen based on Morgan Stanley’s knowledge of the industry and because they have businesses that may be considered similar to Polycom’s. Although none of such companies are identical or directly comparable to Polycom, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to those of Polycom.

For Polycom and each other company listed above, Morgan Stanley calculated and compared various financial multiples and ratios based on publicly available financial data compiled by Thomson Reuters for comparison purposes and closing share prices as of July 6, 2016, except that Morgan Stanley used Polycom’s and Mitel Networks Corporation’s respective unaffected closing share price as of April 5, 2016, the last full trading day prior to recent public speculation that Polycom was exploring a sale. Among other calculations, the information Morgan Stanley calculated for each of the selected companies included:

Results of the analysis were presented for the selected companies, as indicated in the following table:

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment, Morgan Stanley selected representative ranges of the CY2016E AV/EBITDA Ratio

54

Table of Contents

and CY2016E P/E Ratio and applied these ranges of multiples to Polycom’s estimated EBITDA for calendar year 2016 and estimated earnings per share for calendar year 2016, respectively.

Morgan Stanley then calculated a range of implied equity values per share of Polycom stock as follows, in each case rounded to the nearest $0.25 per share:

Morgan Stanley compared the foregoing ranges of implied equity value per share of Polycom stock to (1) the unaffected closing price per share of Polycom stock of $10.84 on April 5, 2016, the last full trading day prior to recent public speculation that Polycom was exploring a sale, and (2) the merger consideration of $12.50 per share.

No company included in the comparable public company analysis is identical to Polycom. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Polycom. These include, among other things, the impact of competition on the business of Polycom and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Polycom and the industry, and in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable company data.

Discounted Cash Flow Analysis

Morgan Stanley conducted a discounted cash flow analysis, which is designed to provide an implied value of an asset using estimates of the future unlevered free cash flows generated by the asset, taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow represents unlevered net operating profit after tax, adjusted for depreciation, capital expenditures, stock-based compensation, changes in net working capital, and certain other one-time cash expenses, as applicable. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

Morgan Stanley calculated the present value of unlevered free cash flows for Polycom (1) for the last two quarters of calendar year 2016, based upon the 0% Growth Case (which is also referred to as the Baseline Case) and the Endpoint Focus Case, provided by the management of Polycom, for the full calendar year 2016, less actual results for the first quarter of 2016 and estimated results for the second quarter of 2016 from an internal estimate for 2016, which is referred to as the AOP Case, prepared by the management of Polycom, (2) for the calendar years 2017 through 2018 based upon the 0% Growth Case and the Endpoint Focus Case, and (3) for the calendar years 2019 through 2020 based upon extrapolations from the projections in the 0% Growth Case and Endpoint Focus Case, which extrapolations were prepared for Morgan Stanley’s use in connection with its financial analyses and rendering its fairness opinion. The 0% Growth Case, the Endpoint Focus Case and the AOP Case are more fully described in the section entitled “The Merger—Financial Projections Utilized by the Polycom Board and Polycom’s Financial Advisor—Financial Projections Related to Polycom,” beginning on page 63 of this proxy statement.

Morgan Stanley also calculated a range of terminal values for Polycom at December 31, 2020 by applying a perpetual growth rate ranging from 0.0% to 2.0% to the unlevered free cash flows of Polycom after the calendar

55

Table of Contents

year 2020. Morgan Stanley selected this perpetual growth rate range based on the application of Morgan Stanley’s professional judgment and experience. The unlevered free cash flows and the range of terminal values were then discounted to present values at June 30, 2016 using a range of discount rates from 8.1% to 9.8%, which range of discount rates was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Polycom’s estimated weighted average cost of capital.

This analysis indicated the following range of implied equity value per share for Polycom stock, rounded to the nearest $0.25.

Morgan Stanley compared the foregoing ranges of implied equity value per share of Polycom stock to (1) the unaffected closing price per share of Polycom stock of $10.84 on April 5, 2016, the last full trading day prior to recent public speculation that Polycom was exploring a sale, and (2) the merger consideration of $12.50 per share.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the estimated future implied value of a company’s equity price per share as a function of its estimated future price to earnings ratio. The resulting values are subsequently discounted to arrive at a range of present values for the company’s price per share.

Morgan Stanley performed an analysis of the present value per share for Polycom stock of implied future trading prices based on a range of calendar year 2018 price to earnings ratios of 9.0x to 14.0x, which range was selected by Morgan Stanley in the application of its professional judgment and experience. For purposes of this analysis, Polycom was considered as a standalone entity. The valuation range was determined by using projections from the 0% Growth Case and the Endpoint Focus Case, which are more fully described in the section entitled “The Merger—Financial Projections Utilized by the Polycom Board and Polycom’s Financial Advisor—Financial Projections Related to Polycom,” beginning on page 63 of this proxy statement. Morgan Stanley then calculated what the current price of Polycom stock would be if this future share price was discounted back two years, using a 10.0% discount rate. Morgan Stanley selected this discount rate based on the application of its professional judgment and experience, to reflect Polycom’s estimated cost of equity.

This analysis indicated the following range of implied equity value per share for Polycom stock, rounded to the nearest $0.25.

56

Table of Contents

Morgan Stanley compared the foregoing ranges of implied equity value per share of Polycom stock to (1) the unaffected closing price per share of Polycom stock of $10.84 on April 5, 2016, the last full trading day prior to recent public speculation that Polycom was exploring a sale, and (2) the merger consideration of $12.50 per share.

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 and premia of selected transactions that share some characteristics with the merger.

Precedent Multiples . In connection with its analysis, Morgan Stanley compared publicly available statistics for selected transactions involving businesses that Morgan Stanley judged to be similar in certain respects to Polycom’s business or aspects thereof based on Morgan Stanley’s experience and familiarity with Polycom’s industry. For Polycom and each other target company listed below, Morgan Stanley calculated and compared various financial multiples and ratios based on publicly available financial data compiled by Thomson Reuters for comparison purposes. The transactions considered and the date each transaction was announced are as follows:

For each transaction listed above, Morgan Stanley noted the ratio of AV of the transaction to the target company’s EBITDA for the twelve-month period prior to the announcement date of the applicable transaction, which is referred to as LTM EBITDA, and the ratio of AV of the transaction to the target company’s EBITDA for the twelve-month period following the announcement date of the applicable transaction, which is referred to as NTM EBITDA.

Results of the analysis were presented for the selected companies, as indicated in the following table:

Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional judgment, Morgan Stanley selected representative ranges of the AV/LTM EBITDA Ratio multiples and AV/NTM EBITDA Ratio multiples and applied these ranges of multiples to Polycom’s EBITDA for the third quarter of 2015 through the second quarter of 2016 (the estimated EBITDA for the second quarter of 2016 based upon the AOP Case, prepared by the management of Polycom) and estimated EBITDA for the third quarter of 2016 through the second quarter of 2017, based upon research report estimates, respectively.

57

Table of Contents

Morgan Stanley then calculated a range of implied equity values per share of Polycom stock as follows, in each case rounded to the nearest $0.25 per share:

Morgan Stanley compared the foregoing ranges of implied equity value per share of Polycom stock to (1) the unaffected closing price per share of Polycom stock of $10.84 on April 5, 2016, the last full trading day prior to recent public speculation that Polycom was exploring a sale, and (2) the merger consideration of $12.50 per share.

Precedent Premia. Morgan Stanley reviewed the premia paid in 71 merger and acquisition transactions involving U.S. targets in the technology sector between January 1, 2011 to July 1, 2016, with a publicly announced transaction value of more than $1.0 billion, as published by Thomson Reuters. Morgan Stanley reviewed the premium paid in each transaction to the target company’s (1) closing stock price one trading day prior to the announcement of the transaction (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news), which is referred to below as the “One Day Spot Price,” (2) average closing stock price during the 30 trading days prior to the announcement of the transaction (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news), which is referred to below as the “30 Day Average Price,” and (3) high closing stock price during the 52-week period prior to the announcement of the transaction (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news), which is referred to below as the “52-Week High Price.”

This analysis indicated the following:

Based on the review of the premia paid in the transactions summarized above, Morgan Stanley applied the following premia ranges to the price per share of Polycom stock as of the applicable time periods set forth in the table below to calculate a range of implied values per share of Polycom stock, rounded to the nearest $0.25, as follows:

Morgan Stanley compared the foregoing ranges of implied equity value per share of Polycom stock to (1) the unaffected closing price per share of Polycom stock of $10.84 on April 5, 2016, the last full trading day prior to recent public speculation that Polycom was exploring a sale, and (2) the merger consideration of $12.50 per share.

No company or transaction utilized in the precedent transaction multiples or premia paid analyses is identical to Polycom or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and

58

Table of Contents

other matters, which are beyond the control of Polycom. These include, among other things, the impact of competition on the business of Polycom or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Polycom or the industry or 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. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using comparable transaction data.

Illustrative Leveraged Buyout Analysis

Morgan Stanley performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of Polycom. In preparing this analysis, Morgan Stanley utilized projections from the 0% Growth Case and the Endpoint Focus Case. Morgan Stanley assumed (1) a transaction date of June 30, 2016, (2) a subsequent exit transaction by the financial sponsor at December 31, 2020, (3) a multiple of 5.00x of total debt to 2015 Adjusted EBITDA, (4) debt financing through a first lien term loan equal to 3.75x 2015 Adjusted EBITDA at a rate of LIBOR plus 625 basis points (with a minimum LIBOR rate of 1.00%) and 95.0% original issue discount and senior unsecured notes equal to 1.25x 2015 Adjusted EBITDA at a rate of 13.0%, (5) a range from 6.0x to 8.0x of AV to 2020 Adjusted EBITDA exit multiples, (6) target ranges of annualized internal rates of return for the financial sponsor of 15.0% to 25.0% in the 0% Growth Case and 20.0% to 25.0% in the Endpoint Focus Case, and (7) that the sponsor would pay $77 million in fees and expenses at entry. Morgan Stanley selected the leverage multiple, financing terms, exit multiple, target internal rates of return, and fees and expenses based upon the application of its professional judgment and experience.

The following table summarizes Morgan Stanley’s analysis:

Morgan Stanley compared the foregoing ranges of implied equity value per share of Polycom stock to (1) the unaffected closing price per share of Polycom stock of $10.84 on April 5, 2016, the last full trading day prior to recent public speculation that Polycom was exploring a sale, and (2) the merger consideration of $12.50 per share.