Virtusa Affirms Maximum and Certain Value Created by BPEA Transaction

Virtusa Corporation (NASDAQ GS: VRTU) (the “Company”), a leading IT services provider that enables the digital transformation of Global 2000 enterprises by imagining, building and implementing the end-to-end technology solutions that are essential to compete in a digital-first world, today mailed a letter to shareholders related to the transaction with Baring Private Equity Asia (BPEA) announced on September 10, 2020. The letter reiterates that the BPEA transaction delivers maximum and certain value to shareholders. It also highlights the needless potential distraction and delay to realizing this value that could arise if shareholders fail to re-elect the Company’s two highly qualified directors candidates – Al-Noor Ramji and Joseph Doody – at the Company’s 2020 Annual Meeting of Stockholders. The full text of the letter follows.

VOTE THE WHITE PROXY CARD TO RE-ELECT VIRTUSA DIRECTORS AL-NOOR RAMJI AND JOSEPH DOODY TO ENSURE YOU RECEIVE MAXIMUM VALUE FOR YOUR INVESTMENT AS SOON AS POSSIBLE

Dear Fellow Shareholder,

At Virtusa’s upcoming 2020 Annual Meeting of Stockholders on October 2^nd (the “2020 Annual Meeting”), you will face an important, but clear, choice about the future value of your investment in our Company: the realization of maximum and certain return as soon as possible – $51.35 per share in cash – or the likelihood of disruption in the boardroom that could potentially delay your chance to receive that return on your investment.

The BPEA Transaction Delivers Maximum and Certain Shareholder Value

On September 10, 2020, Virtusa announced that funds affiliated with Baring Private Equity Asia (BPEA) will acquire all outstanding shares of common stock of Virtusa for $51.35 per share in an all-cash transaction valued at approximately $2.0 billion. While New Mountain Capital (NMC) may try to convince you otherwise, this compelling transaction that your Board negotiated and unanimously approved will deliver to you a maximum and certain return on your investment at a time of likely continued economic uncertainty.

The all-cash consideration represents:

• A premium of approximately 27 percent to the closing price of Virtusa common stock on September 9, 2020, the last trading day prior to the transaction announcement;
• Premiums of approximately 29 percent and 46 percent to Virtusa’s volume-weighted average prices (“VWAP”) for the last 30 and 60 trading days, respectively; and,
• A valuation of 16.2x Firm Value / Last Twelve Months EBITDA as of June 30, 2020 – a premium valuation made all the more compelling by the volatile and risky macroeconomic and equity market environment.

Consistent with our longstanding commitment and fiduciary duty to maximize shareholder value, the transaction is the culmination of a thorough market assessment that included engagement with both strategic and financial parties following the receipt of an unsolicited proposal to acquire the Company. As part of this process, the Company signed non-disclosure agreements with five parties and engaged with two others. After an independent, robust review of the alternatives available, including the value creation opportunity through continued execution of the Company’s strategic plan, we unanimously determined that the all-cash premium transaction with BPEA for $51.35 per share in cash maximizes value for you, our shareholders. In addition, if we did not truly believe this transaction would deliver maximum shareholder value, why would one of our directors, who also holds a 10 percent effective interest in the Company, support it?