WBSN Websense, Inc. (MM)

PROPOSAL 1

ADOPTION OF THE MERGER AGREEMENT

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A . You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

The Merger Agreement provides that Merger Sub will merge with and into the Company. The Company will be the Surviving Corporation and will continue to do business following the Merger. As a result of the Merger, the Company will cease to be a publicly traded company. You will not own any shares of the capital stock of the Surviving Corporation.

Parties to the Merger

Websense, Inc.

10240 Sorrento Valley

Road San Diego, California 92121

(858) 320-8000

The Company was organized in 1994 as NetPartners, a reseller of firewalls and other network security products. Websense Internet Screening System, the Company’s first product, was introduced in 1996. In 1999, the Company changed it’s name to Websense, Inc. The Company became a public company in on March 28, 2000. Its principal offices are located at 10240 Sorrento Valley Road, San Diego, California, 92121 and its telephone number is (858) 320-8000.

The Company is a global provider of unified Web, email, mobile and data security solutions designed to protect an organization’s data and users from external and internal threats, including modern cyber-threats, advanced malware attacks, information leaks, legal liability and productivity loss. Its customers deploy our subscription software solutions on standard servers or other information technology hardware, including its optimized appliances, as a software-as-a-service (otherwise referred to as a cloud-based or “Cloud” service) offering, or in a hybrid hardware/Cloud configuration. The Company’s products and services are sold worldwide to provide content security to enterprise customers, small and medium sized businesses, public sector entities, and Internet service providers through a network of distributors, value-added resellers and original equipment manufacturers (“OEMs”).

For additional information about the Company and our business, please visit our website at www.websense.com . Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also “Where You Can Find More Information” on page [ — ]. Company common stock is publicly traded on the Nasdaq Global Select Market under the symbol “WBSN.”

Tomahawk Merger Sub, Inc.

c/o Vista Equity Partners Fund IV, L.P.

401 Congress Avenue

Austin, Texas 78701

(512) 730-2400

Tomahawk Merger Sub, Inc., a Delaware corporation (which we refer to in this proxy statement as “Merger Sub”) and wholly owned direct subsidiary of Tomahawk Acquisition, LLC, was formed on May 15, 2013 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement (including the Offer and

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the Merger) and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Offer and the Merger.

Tomahawk Acquisition, LLC

c/o Vista Equity Partners Fund IV, L.P.

401 Congress Avenue

Austin, Texas 78701

(512) 730-2400

Tomahawk Acquisition, LLC, a Delaware limited liability company (which we refer to in this proxy statement as “Parent”), was formed on May 15, 2013 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement (including the Offer and the Merger) and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Offer and the Merger.

Merger Sub and Parent are affiliates of Vista Equity Partners Fund IV, L.P. (“Vista”).

Merger Consideration

In the Merger, each outstanding share of Company common stock (excluding shares held (i) by the Company (including treasury shares), Parent or Merger Sub and (ii) by stockholders who have perfected and not withdrawn a demand for appraisal rights or otherwise lost appraisal rights under Delaware law with respect to such shares) will be converted into the right to receive the per share Merger Consideration of $24.75 in cash, without interest and less any required withholding taxes.

Background of the Merger Agreement

We are a global provider of unified Web, email, mobile and data security solutions designed to protect an organization’s data and users from external and internal threats, including modern cyber-threats, advanced malware attacks, information leaks, legal liability and productivity loss. Our customers deploy our subscription software solutions on standard servers or other information technology hardware, including our optimized appliances, as a Cloud offering, or in a hybrid hardware/Cloud configuration.

Our senior management and our board of directors (sometimes referred to as the “board”) regularly review our strategic plan and consider alternatives for increasing our billings growth rates, improving our billings operating margins and enhancing stockholder value. As part of the strategic planning process, beginning in the fourth quarter of 2012, we made a substantial investment in expanding our global internal sales organization in order to accelerate the growth of our TRITON business in the face of our declining billings from our commoditized web filtering business. On January 13, 2013, we announced the retirement of our former chief executive officer and the appointment of John McCormack as our chief executive officer. In the first quarter of 2013, we also announced a new strategic relationship with F5 intended to create new market opportunities for inserting our products into information technology ecosystems, announced a new go-to-market strategy to demonstrate the competitive strength of our products and announced our new product strategy.

In 2011, we retained an investment bank to conduct a process to determine the value of Websense to potential buyers, including the potential sale of the Company. In the course of that process, we entered into confidentiality agreements with approximately twenty parties, including nine strategic parties and eleven financial sponsors, including Vista (some of which, but not Vista, own portfolio companies, that would make them strategic investors), and provided confidential information to potential buyers. None of the strategic parties made a proposal to acquire the Company and the few proposals received from financial parties were not compelling proposals. Accordingly, our board of directors terminated the process.

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On March 1, 2013, our board of directors held a special meeting with management and outside counsel to review a director nomination from a stockholder. During the meeting, management reviewed the terms of a possible engagement letter with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) with respect to defensive strategies, including strategic responses or any resulting sale of Websense. Our board reviewed BofA Merrill Lynch’s credentials, including its expertise in advising companies in potential sale transactions and its relevant industry knowledge and authorized the retention of BofA Merrill Lynch in accordance with the engagement terms outlined during the meeting should the Company need to engage a financial advisor. Effective April 1, 2013, BofA Merrill Lynch was engaged as financial advisor to Websense.

Beginning in early March 2013, senior management began to receive calls from private equity fund sponsors who requested introductory meetings to discuss a potential acquisition of Websense. None of these requests or subsequent meetings was initiated by management and management did not have any arrangements or understandings with any private equity fund sponsors or any other parties to pursue a management buyout of Websense.

On March 28 and April 1, 2013, three private equity funds (Fund A, Fund B, and Fund C) submitted unsolicited preliminary indications of interest to us regarding a potential acquisition. Fund A, Fund B, and Fund C provided us with indicative price ranges from $18.50 to $20 per share. At the time these proposals were submitted our common stock was trading at approximately $15 per share and our common stock traded from a high of $16.42 per share to a low of $12.83 per share from the beginning of the fourth quarter 2012 until the end of the first quarter of 2013. On April 1, 2013, Vista called us and sent a follow-up email to introduce itself, register its interest in the Company and note that Vista was interested in participating in any sale process that we may undertake in the future. In addition, Vista requested an in-person introductory meeting in the near future.

Our board of directors met on April 2, 2013 to consider the unsolicited proposals from Fund A, Fund B and Fund C and our strategic alternatives. Our management and our legal advisor, Cooley LLP (“Cooley”), participated in the meeting. The board acknowledged the planned review of the Company’s long-term strategic plan at the regular meeting of our board on April 17 and 18, 2013 including management’s plan for addressing billings growth challenges. Cooley reviewed fiduciary duty considerations in the context of the consideration of unsolicited proposals to acquire the Company. Our board of directors reviewed strategic alternatives, including remaining independent and executing on the standalone management plan, pursuing inorganic growth through targeted acquisitions, returning additional capital to the stockholders or selling the Company. Our board and management also discussed the possibility of contacting potential strategic buyers. In light of the fact that Websense engaged in a thorough marketing process that involved potential strategic buyers in 2011 that did not result in Websense receiving any acquisition proposals from strategic parties, the disruptive effect of the prior discussions on the organization, the potential risks of sharing competitively sensitive information and the fact that Websense did not receive any inbound proposals from strategic buyers between the end of the process in 2011 and March 2013, our board determined that any outreach to potential strategic parties should be deferred until later in any process that may develop. After discussions, our board authorized BofA Merrill Lynch to invite a limited number of qualified financial sponsors who had previously contacted the Company expressing interest (some of whom own portfolio companies with potential synergies) to meet with management under nondisclosure agreements and share additional due diligence material to assess valuation, while preserving the right for our board to consider all strategic alternatives, including terminating any potential sale process.

On April 2, 2013, we responded to Vista indicating that management was not able to meet in person, but that management would be willing to have an introductory telephone call with Vista on April 3, 2013.

On April 2 and April 3, 2013, our management participated in telephone calls and in-person meetings with various financial sponsors, including Fund D, Fund E and Fund F, during which the parties discussed the financial sponsors’ interest in acquiring Websense. We informed each of these financial sponsors that the Company had retained BofA Merrill Lynch as its financial advisor and that BofA Merrill Lynch would be in touch to discuss next steps.

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On April 3, 2013, Vista participated in a telephone call with our management. During this telephone call, Vista and management discussed Vista’s interest in participating in any process in the event Websense were to explore strategic alternatives including a sale of the Company. We indicated that we appreciated Vista’s interest and that the Company or its advisors would be in touch to discuss next steps in the event we decided to move forward with a potential evaluation of strategic alternatives. Vista and our management did not discuss specific terms regarding management’s post-closing employment arrangements during such call or at any other time thereafter. Later that day, at the direction of our board of directors, a representative of our financial advisor, BofA Merrill Lynch, sent an email to Vista requesting a conference call on April 4, 2013.

On April 4 and April 5, 2013, at the direction of our board of directors, BofA Merrill Lynch contacted eight financial sponsors, including Vista, Fund A, Fund B, Fund C, Fund D, Fund E, Fund F and Fund G, and all eight financial sponsors subsequently entered into confidentiality agreements (except for one sponsor who was already a party to an existing confidentiality agreement in connection with an unsolicited proposal submitted to the Company in April 2012 (the “Existing CDA”)), which agreements contained “standstill” provisions prohibiting the sponsors and their representatives from taking certain actions involving or with respect to Websense (except that each sponsor may submit a private proposal to us, other than in the case of the Existing CDA, which does not permit such a private proposal, but provides, instead, that the “standstill” provision would cease to apply in the event a third- party makes a public announcement of its intent to acquire Websense through a tender or exchange offer). The standstill terms were intended to cause each participant to propose its best price in the strategic review process and also to ensure that the board would be fully informed as to any potential interest on the part of each participant, including after the announcement of a definitive agreement with another party.

On April 4, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch and Vista participated in a conference call. Representatives of BofA Merrill Lynch informed Vista that it had been engaged by the Company in connection with the Company’s exploration of strategic alternatives, including a potential sale of the Company. Representatives of BofA Merrill Lynch indicated that the Company would be inviting other parties, in addition to Vista, to participate in a process and to attend management presentations that would provide potential bidders with information about the Company. Representatives of BofA Merrill Lynch and Vista then discussed scheduling an in-person management presentation the week of April 8th. Representatives of BofA Merrill Lynch further indicated that it would provide Vista with a draft confidentiality agreement. Representatives of BofA Merrill Lynch mentioned that, under the terms of the confidentiality agreement, Vista would not be permitted to contact potential debt financing providers without the prior written consent of the Company prior to the April 29th due date for initial indications of interest in a potential transaction. On April 8, 2013, Vista entered into a confidentiality agreement with the Company.

Over the next two weeks, our management, with assistance from representatives of BofA Merrill Lynch, conducted extensive in-person management presentations with each of the financial sponsors, including Vista and its representatives, who attended an in-person management presentation on April 10, 2013.

On April 16, 2013, representatives of Vista had a telephone conference with Websense representatives and representatives of BofA Merrill Lynch to discuss Vista’s questions on supplemental financial information provided by Websense following the management presentation.

On April 17, 2013, our board of directors held a regularly scheduled meeting to review our three-year strategic plan for operating as an independent public company. At that meeting, our management presented, and our board reviewed, the management plan, including the April projections described under “—Certain Company Projections”, management’s proposed initiatives for improving billings growth rates, including potential product additions and a potential acquisition, and the execution and other risks and uncertainties in the plan.

On April 18, 2013, our board of directors continued its regular quarterly meeting. During the meeting, our board of directors reviewed billings and results of operations during the first quarter of 2013, the sales pipeline and prospects for the upcoming quarters and the proposed guidance for the second quarter and for the 2013 fiscal

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year. Our board also received updates and presentations on the annual sales kickoff in the first quarter, the early results from the expansion in internal sales coverage and an update on the Company’s new marketing initiatives. Prior to BofA Merrill representatives joining the meeting, Cooley advised our board on fiduciary duty considerations and discussed the fact that BofA Merrill Lynch likely has provided debt financing to all of the financial sponsors that would be participating in the process but that BofA Merrill Lynch would not be providing new acquisition financing for purposes of acquiring the Company or M&A financial advisory services in connection with a potential sale of the Company to any third-parties participating in our strategic review process. Following a discussion, our board agreed that BofA Merrill Lynch’s relationships with the financial sponsors would not adversely affect BofA Merrill Lynch’s services to our board or impact BofA Merrill Lynch’s ability to provide independent advice. Later in the meeting, representatives of BofA Merrill Lynch reviewed with our board of directors its preliminary financial analysis of Websense. After the representatives of BofA Merrill Lynch left the meeting, our board discussed strategic alternatives, including having the Company remain an independent public company, seeking inorganic billings growth through acquisitions and increasing the return of capital to stockholders through increased stock repurchases or other means. Our board of directors also discussed the risks attendant in remaining an independent public company, including the risks of failing to achieve the billings growth rates reflected in the management case financial projections, in light of historic performance and execution and other risks. At this meeting, our board of directors also held an executive session where it continued discussions of the management plan and the strategic review process. Following the review of strategic alternatives, the board agreed that the Company should solicit preliminary indications of interest from the financial sponsors discussing possible acquisition transactions.

Between April 20, 2013 and April 22, 2013, at the direction of our board of directors, BofA Merrill Lynch distributed first round bid process letters to Fund A, Fund B, Fund C, Fund D, Fund E, Fund F, Fund G, and Vista, describing a potential sale of the Company following a bid process and timetable, including that initial indications of interest should be delivered by April 29, 2013.

No bidders other than Vista requested due diligence meetings with the Company prior to April 29, 2013.

On April 20, 2013, John McCormack, the chief executive officer of the Company, met with Martin Taylor, a principal of Vista. At the meeting, Mr. McCormack and Mr. Taylor discussed the Company’s technology and product roadmap and the Company’s development organization and development offices.

On April 29, 2013, we received non-binding indications of interest from each of the financial sponsors except Fund D which indicated that it would not be submitting a proposal or continuing in the process. The nonbinding indications ranged from $20.50 to $23.00 per share, with Vista submitting the high bid. On April 29, 2013, Vista submitted a preliminary, non-binding indication of interest, to acquire all of the Company’s outstanding stock for $23.00 per share in cash. Vista’s indication of interest also noted that, if provided its requested due diligence information and access to the Company’s management, Vista would be prepared to enter into a definitive agreement for a fully financed transaction within 20 calendar days.

On April 30, 2013, our board of directors held a special telephonic meeting with management and our financial and legal advisors present to review the current status of the bid process and the preliminary indications of interest and possible next steps. After representatives of BofA Merrill Lynch left the meeting, the board discussed strategic alternatives and next steps with management and counsel. Management, including Mr. McCormack then left the meeting and the board met in executive session. During the executive session, our board of directors further discussed the bid process and related matters. Following extensive discussions, our board determined to provide each of the bidders with access to certain due diligence materials of Websense and to allow the bidders to contact their financing sources.

On April 30, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch called Vista to discuss its initial indication of interest and to invite Vista to participate in the second round of the process. Representatives of BofA Merrill Lynch informed Vista that they would be granted access to an

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electronic data room later that week. Representatives of BofA Merrill Lynch and Vista discussed scheduling in person meetings with management the week of May 6th. Representatives of BofA Merrill Lynch also informed Vista that it would be permitted to reach out to certain debt financing sources with the prior approval of the Company, and representatives of BofA Merrill Lynch noted that the Company had approved Vista contacting certain debt financing sources. On May 1, 2013, Vista submitted to BofA Merrill Lynch a supplemental due diligence request list regarding certain business, legal, accounting and tax matters.

Between April 30 and May 1, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch held telephonic discussions with each of the parties that submitted an initial indication of interest. Representatives of BofA Merrill Lynch discussed with each party the next steps of the process, including access to an electronic data room and meetings with management, and potential timing associated with such next steps. Representatives of BofA Merrill Lynch discussed with each of them that our board of directors would be seeking final bids at or before the end of May. Further, at the direction of our board, the representatives of BofA Merrill Lynch advised each of the parties that the process would move quickly and the Company was open to receiving proposals in advance of the final bid deadline, provided the terms of such proposals were compelling in price and other terms.

On May 1, 2013, Brian Sheth, the President of Vista, met with Mr. McCormack and Michael Newman to discuss the bid process, due diligence requests and Vista’s proposed timeline and the general market position of the Company’s products.

Also on May 1, 2013, representatives of Vista had a follow-up telephone conference with representatives of BofA Merrill Lynch regarding Vista’s willingness and ability to complete all its remaining due diligence promptly and submit a final bid by May 17th. Representatives of BofA Merrill Lynch noted to Vista that it would discuss this timeline with the Company and Cooley.

On May 2, 2013, the seven parties who submitted indications of interest, including Vista, were given access to an electronic data room containing financial, operating, intellectual property, human resource, legal and other information concerning Websense. Over the following two weeks, due diligence meetings with management were scheduled and held with all of the interested parties, telephonic due diligence discussions between Websense’s and the interested parties’ outside financial, legal and accounting advisors were scheduled and held, and Websense responded to supplemental due diligence requests made by the interested parties and added information to the electronic data room. Each of the seven financial sponsors, including Vista, were also given the right to talk to their financing sources and include them in the due diligence process.

On May 2, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch told Vista on a conference call that the Company would be willing to facilitate Vista’s attempt to meet its proposed timeline by providing the remaining due diligence materials and a draft merger agreement. Representatives of BofA Merrill Lynch and Vista also scheduled in-person management meetings the week of May 6th and discussed certain due diligence requests.

On May 3, 2013, Fund A requested and was given permission by the Company to form a consortium with Fund C in the bid process, and Fund B requested and was given permission by the Company to form a consortium with Fund E in order to retain these funds in the process because two of the funds were not large enough individually to be competitive in the process and the other funds indicated that they would only continue in the process on a partnered basis.

On May 3, 2013, Kirkland & Ellis LLP (“K&E”), outside counsel to Vista, held a conference call with Cooley, to discuss the bid process and the terms Cooley contemplated including in the draft form of merger agreement. Cooley noted that it intended to propose a one-step merger structure because of expected timing needs of bidders for completion of financing. On such call, K&E indicated to Cooley Vista’s interest in and ability to attempt to reach a deal on an accelerated timeline and noted Vista’s willingness to use a tender offer

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structure in order to provide speed of execution and greater certainty of closing for the Company’s stockholders. In addition, K&E noted that, should Vista and the Company succeed in reaching a definitive agreement before the date that the Company was considering as a deadline for binding bids from other process participants, Vista was willing to consider tailored exceptions to the traditional post-signing non-solicitation covenants in recognition of the possible acceleration of the process timeline as compared to the timeline that other bidders were able to meet. Cooley responded that the Board was prepared to review any proposals, but that ultimately the Company’s willingness to consider proceeding on an accelerated timeline would be predicated on Vista making a compelling offer on price and other terms.

From May 3 to May 5, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch also contacted four potential strategic parties (not including Strategic H) to assess their interest in engaging in discussions with Websense about a potential strategic transaction. These parties were selected based on our past discussions with some of these parties, a recent in-bound expression of interest from one of the parties and the potential strategic fit of our business with certain strategic parties. None of the outreaches to these four strategic parties resulted in a party signing a confidentiality agreement, holding meetings with management or conducting any due diligence. These strategic parties did not provide any reason for not participating in the strategic review process.

On May 8, 2013, a strategic party owned by a private equity fund, Strategic H, contacted representatives of BofA Merrill Lynch expressing an interest in participating in the strategic review process. On May 10, 2013, Strategic H entered into a confidentiality agreement, was provided access to the electronic data room and began a due diligence review and subsequently received a management presentation.

From May 8 through May 17, 2013 our management held all day due diligence meetings with representatives of each of Fund A, Fund B, Fund C, Fund E, Fund F, Fund G and Strategic H.

On May 8 through mid-day May 9, 2013, Websense management held an in-person due diligence session with Vista representatives, which included a dinner between representatives of Websense’s management and Vista.

On May 9, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch distributed a final bid process letter to each of the financial sponsors and Strategic H. From May 9 through May 14, 2013, interested parties were encouraged to submit any proposed revisions to the proposed form of the merger agreement that had been prepared by Cooley, with input from Websense, along with drafts of its debt and equity commitments and sponsor limited guarantee, on or before May 24, 2013, and a binding written proposal to acquire Websense on or before June 3, 2013. The proposed form of merger agreement, which was posted to the electronic data room on May 6, 2013, contemplated a one-step merger in consideration of the payment of all cash consideration. In conjunction with the circulation of the final bid process letter, at the direction of our board of directors, representatives of BofA Merrill Lynch spoke with each of the interested parties and reiterated that Websense would like to proceed quickly and was open to receiving proposals ahead of the formal bid deadline if they were compelling, and that they should complete their due diligence quickly.

On May 10, 2013, K&E sent Cooley a mark-up of the draft merger agreement previously provided by Cooley. In the mark-up of the agreement, Vista indicated that it was prepared to discuss the possibility of a dual track acquisition structure whereby Vista would initiate a tender offer for all of the Company’s outstanding shares of common stock while the Company would soon thereafter file a proxy statement and prepare to hold a stockholders’ meeting to approve the merger agreement in the event the tender offer was unsuccessful.

Also on May 10, 2013, in a due diligence coordination call with Fund F, at the direction of our board of directors, representatives of BofA Merrill Lynch reiterated that the process was likely to move quickly and that the Company was open to receiving compelling proposals ahead of the bid deadline.

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On May 12, 2013, Vista contacted representatives of BofA Merrill Lynch to discuss the markup of the merger agreement submitted by K&E, timing of an expected response to that markup of the merger agreement and the remaining information needed to finalize its work in order to be in a position to submit a final offer later that week. Representatives of BofA Merrill Lynch inquired as to whether Vista would be able to secure the required financing to meet Vista’s proposed timeline. Vista indicated that it was making significant process towards securing debt financing commitments and that it expected to be in a position to make a binding offer by the end of that week.

On May 13, 2013, Cooley contacted K&E to advise that it would provide a revised draft of the merger agreement by May 14, 2013 and that the revised draft would reflect the dual-track structure previously proposed by Vista.

On May 14, 2013, Cooley sent to K&E a revised draft of the merger agreement, which included the dual track structure as previously discussed between the parties.

On May 14, 2013, outside legal counsel to Fund F submitted a mark-up of the draft merger agreement to Cooley, and drafts of its equity commitment letter and limited guarantee. Cooley sent a revised draft of the merger agreement to Fund F’s outside counsel on May 16, 2013 and on May 17, 2013 outside counsel discussed the merger agreement.

On May 15, 2013, Websense made available in the electronic data room an initial draft of the disclosure schedules to the form of merger agreement that had been previously made available on May 6, 2013.

On May 16, 2013, prior to the formal bid deadline, Vista submitted to Websense a definitive, fully financed and binding proposal to acquire Websense for $24.00 per share in cash, including the Debt Commitment Letter, a draft of the Equity Commitment Letter for Vista, a limited guarantee in favor of Websense from Vista and a revised draft of the merger agreement. The proposal letter also provided that the proposal would expire if a definitive agreement was not entered into before the stock market opened on May 20, 2013.

The revised draft of the merger agreement submitted by Vista provided for a limited exception to the “no shop” provision. The exception would permit us to continue negotiations following the execution of a definitive merger agreement until May 31st in connection with acquisition proposals received from certain “excluded parties” who had submitted acquisition proposals before the announcement of a definitive agreement with Vista and with whom the Company had been engaged in active discussions as of the date of any such definitive agreement. The draft provided a single-tier break-up fee of 4% of the equity value of the transaction if we terminated the Vista transaction to accept a superior proposal. The draft also provided that we would reimburse Vista’s expenses up to 1% of the equity value of the transaction in the event the agreement is terminated because either the stockholders do not approve the merger agreement or we willfully breach our representations, warranties and covenants in the merger agreement.

On May 17, 2013, Strategic H submitted an indicative proposal to acquire Websense at a range of $21.00 to $23.00 per share, which was subsequently increased to $23.00 to $25.00 per share on May 18, 2013. Strategic H indicated that it would be unlikely that its final offer price would reach the $25.00 per share upper end of its range and that it would need additional time to arrange for financing, review the merger agreement and complete its due diligence. Following the public announcement of the execution of the Merger Agreement, Strategic H withdrew from the process.

On May 17, 2013, K&E called Cooley to discuss the structure of the exceptions to the “no-shop” provision proposed in the revised draft of the merger agreement submitted by Vista.

On May 17, 2013, our board of directors held a special telephonic meeting to discuss the status of the bid process and next steps with management and its financial and legal advisors. Our board of directors reviewed

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with representatives of BofA Merrill Lynch the parties who had entered into confidentiality agreements, the results of BofA Merrill Lynch’s efforts in reaching out to various strategic parties, including Strategic H, and the terms of the binding proposal submitted by Vista, including the debt commitment terms and its expiration time of Monday, May 20, 2013, at the open of the stock market. Cooley explained the structure of the transaction proposed by Vista, including the potential advantages of a dual track two-step tender offer as opposed to a one-step merger and the general approach taken by Vista in the merger agreement, including the proposed termination fees and the limited exception to the no-shop covenants to permit Websense to engage in ongoing discussions with the existing participants in the process. Our board of directors discussed with our financial and legal advisors possible counter proposals to Vista with respect to the no-shop exception. Our board of directors then reviewed with representatives of BofA Merrill Lynch each of the other bidders. Our board discussed potential next steps with its advisors, including the strategy for requesting a price increase from Vista and also discussed a potential forthcoming proposal from Fund F. Representatives of BofA Merrill Lynch then left the meeting. Our board discussed strategic alternatives and agreed to pursue a higher price from Vista without risking loss of the existing bid and to seek to determine whether Fund F would make a competitive bid. Management then left the meeting and the board held an executive session with Cooley present.

On the evening of May 17, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch called Vista to discuss its proposal, including the price per share offered by Vista. In addition to requesting that Vista increase its offer price, representatives of BofA Merrill Lynch requested that Vista extend the period of time that the Company would be permitted to continue negotiations with certain “excluded parties” from May 31 ^st to June 17th. Representatives of BofA Merrill Lynch proposed that the termination fee payable by the Company in the event the Company terminated the merger agreement to enter into a superior offer agreement with an “excluded party” be reduced from 4% to 0.75% of the equity value of the transaction and that the generally applicable termination fee payable by the Company in other circumstances be reduced from 4% to 2.75% of equity value. In addition, representatives of BofA Merrill Lynch asked that the cap on the Company’s obligation to reimburse Vista’s expenses be reduced from 1% to approximately 0.5% of equity value of the transaction.

Over the course of May 18th, Vista had multiple discussions with representatives of BofA Merrill Lynch and K&E had multiple discussions with Cooley regarding the proposal submitted on May 16th and the requests and revised terms proposed by BofA Merrill Lynch, at the direction of our board of directors, on May 17th. During the conversations, Vista and K&E conveyed that Vista would withdraw from the strategic process if a definitive agreement was not reached before the stock market opened on Monday, May 20, 2013. In response to the Company’s proposals from the evening of May 17th, Vista agreed to raise its offer price to $24.50 per share and proposed a termination fee payable by the Company in the event the Company terminated the merger agreement to enter into an agreement with an “excluded party” equal to 1.75% of the equity value of the transaction and proposed a termination fee payable by the Company in other circumstances equal to 3.5% of equity value. Vista also proposed that the Company be permitted to discuss acquisition proposals with certain “excluded parties” until June 7th, noting that such date was after the due date for binding proposals in the Company’s final-round process letter sent on May 9th. Vista accepted the Company’s proposal of 0.5% of equity value as the cap on expense reimbursement.

Later on May 18, 2013, at the direction of our board of directors, BofA Merrill Lynch called Vista and requested that Vista further increase its offer price. Late the evening of May 18, 2013, Vista submitted its final offer of $24.75 per share.

On May 18, 2013, Fund F submitted a proposal to acquire Websense at $21.75 per share. The proposal was accompanied by equity and debt commitments and a mark-up of the merger agreement. Between May 18 and May 19, 2013, at the direction of our board of directors, representatives of BofA Merrill Lynch had multiple discussions with Fund F regarding its proposal, including discussions relating to price, terms and debt commitments. During these discussions, Fund F noted that its proposal required that certain of its representatives meet in-person with the Company’s CEO and CFO to discuss strategic alignment. Fund F had attended two prior

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in-person meetings with the CEO and CFO during the process. The representatives of BofA Merrill Lynch also discussed with Fund F its proposed price, including the fact that it was below the top end of Fund F’s initial indication of interest, and certain terms of the debt commitments provided by Fund F. Representatives of BofA Merrill Lynch asked representatives of Fund F how much it could offer per share in excess of $21.75 per share. Representatives of Fund F declined to indicate a specific price and indicated that its proposal implied multiples that are in excess of multiples paid in precedent transactions Fund F deemed comparable to the Transaction, was at the higher end of the range of prices submitted in its initial indication of interest and was very good value to the Company’s stockholders. Given that representatives of Fund F declined to provide a specific price above $21.75 per share, representatives of BofA Merrill Lynch again asked representatives of Fund F if it had an ability to increase its price and if there was any additional information it would like to convey to the Company’s board of directors. Representatives of Fund F indicated that Fund F has the ability to increase its price, but declined to be specific. Lastly, representatives of BofA Merrill Lynch reiterated that the process, from a timing standpoint, was continuing to move forward quickly.

On May 18, 2013 through the evening of May 19, 2013, Vista, the Company and their advisors worked towards finalizing the terms of the merger agreement with Cooley, including the provisions relating to termination rights, break-up fees to be payable by the Company and Vista upon the occurrence of certain events, and the Company’s ability to continue negotiations with certain “excluded parties” as described above. K&E and Cooley also continued to finalize the terms of the limited guarantee, the equity and debt commitment letters and the disclosure schedules.

On the evening of May 19, 2013, at a special telephonic meeting, our board of directors in consultation with our management and representatives of BofA Merrill Lynch and Cooley reviewed the strategic review process and considered the proposals received to date, including Vista’s revised offer of $24.75 per share, the fact that Vista had indicated it would withdraw from the process if the bid were not accepted by May 20, 2013 before the stock market opened and Fund F’s revised proposal of $21.75 per share which was lower than the top end of the range indicated in Fund F’s initial bid. At this meeting, our board of directors also reviewed with representatives of BofA Merrill Lynch the discussions with representatives of Fund F, including that Fund F could potentially pay a higher purchase price per share but declined to provide a specific price, that it viewed its price as at the high end of its previous range, and that its debt commitments were for a shorter duration than those provided for in Vista’s proposal. Our board of directors concluded that due to Fund F’s offer price being significantly below Vista’s offer price, the likelihood that Fund F would not be willing to materially increase its offer price, and the uncertainty surrounding Fund F’s proposal, it would proceed with Vista’s proposal before it expired on Monday, May 20, 2013. At this meeting, representatives of BofA Merrill Lynch reviewed with our board of directors its financial analyses of Vista’s $24.75 per share offer and delivered to our board an oral opinion, which opinion was confirmed by delivery of a written opinion dated May 19, 2013, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Consideration to be received in the Transaction by holders of our common stock (other than (a) shares held by us or any wholly owned subsidiary of Websense (or held in our treasury), (b) shares held by Parent, Merger Sub or any other wholly owned subsidiary of Parent and (c) Dissenting Shares (as defined in the Merger Agreement (as of May 19, 2013))) was fair, from a financial point of view, to such holders. Also, at this meeting, representatives of Cooley reviewed the terms of the proposed merger agreement and other transaction agreements, including conditions to closing, termination rights and any fees associated with terminations under certain circumstances, and our limited right to continue negotiations with other interested parties. Cooley again reviewed the fiduciary duties of our board of directors in consideration of whether to approve the merger agreement and such other agreements. Following extended discussion our board of directors unanimously approved the Merger Agreement and the Transactions.

On the evening of May 19, 2013, the parties executed the Merger Agreement, Debt Commitment Letter, Equity Commitment Letter and the Limited Guarantee.

On May 20, 2013, before the opening of trading on the Nasdaq Stock Market, the Company and Vista issued a joint press release announcing the execution of the Merger Agreement.

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On May 24, 2013, the parties filed a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”).

On May 28, 2013, Merger Sub commenced the Offer.

Recommendation of Our Board of Directors; Reasons for the Transactions

On May 19, 2013, our board of directors unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable to, and in the best interest of, Websense and its stockholders, (ii) approved the execution, delivery and performance by Websense of the Merger Agreement and the consummation of the Transactions and (iii) resolved to recommend that our stockholders approve the adoption of the Merger Agreement and the Merger.

In evaluating the Merger Agreement and the Transactions, our board of directors consulted with our senior management, our outside legal advisor, Cooley, and our financial advisor, BofA Merrill Lynch. In the course of reaching its determination to approve the Merger Agreement and the Transactions and to recommend that our stockholders accept the Offer and tender their Shares pursuant to the Offer and, if required, adopt the Merger Agreement and approve the Merger, our board considered numerous factors, including the following factors (which are not listed in any relative order of importance):

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Our board of directors also considered a variety of risks and other potentially negative factors of the Merger Agreement and the Transactions, including the following:

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Our board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Offer and Merger were outweighed by the potential benefits of the Offer and Merger.

The foregoing discussion of the reasons of our board of directors for its recommendation to adopt the Merger Agreement is not meant to be exhaustive, but addresses the material information and factors considered by our board of directors in consideration of its recommendation. In view of the wide variety of factors considered by our board of directors in connection with the evaluation of the Offer and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of our board of directors may have been influenced to a greater or lesser degree by different factors.

Opinion of the Company’s Financial Advisor

The Company has retained BofA Merrill Lynch to act as its financial advisor in connection with the Transaction. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Merrill Lynch to act as Websense’s financial advisor in connection with the Transaction on the basis of BofA Merrill Lynch’s experience in transactions similar to the Transaction, its reputation in the investment community and its familiarity with Websense and its business.

On May 19, 2013, at a meeting of Websense’s board of directors held to evaluate the Transactions, BofA Merrill Lynch delivered to our board of directors an oral opinion, which was confirmed by delivery of a written opinion, dated May 19, 2013, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Consideration to be received in the Transaction by holders of Websense common stock (other than (a) shares held by Websense or any wholly owned subsidiary of Websense (or held in Websense’s treasury), (b) shares held by Parent, Merger Sub or any other wholly owned subsidiary of Parent and (c) Dissenting Shares (as defined in the Merger Agreement (as of May 19, 2013))) was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to Websense’s board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this document and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to Websense’s board of directors for the benefit and use of Websense’s board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the Consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the Transaction and no opinion or view was expressed as to the relative merits of the Transaction in comparison to other strategies or transactions that might be available to Websense or in which Websense might engage or as to the underlying business

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decision of Websense to proceed with or effect the Transaction. BofA Merrill Lynch’s opinion does not address any other aspect of the Transaction and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Transaction or any related matter.

In connection with rendering its opinion, BofA Merrill Lynch:

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Websense that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Websense management forecasts, BofA Merrill Lynch was advised by Websense, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Websense as to the future financial performance of Websense. With respect to the extrapolated street forecasts, BofA Merrill Lynch was advised by Websense, and assumed, with the consent of Websense, that they were a reasonable basis upon which to evaluate the future financial performance of Websense. BofA Merrill Lynch did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Websense, nor did it make any physical inspection of the properties or assets of Websense. BofA Merrill Lynch did not evaluate the solvency or fair value of Websense, Parent or any of their respective affiliates under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of Websense, that the Transaction would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Websense or the Transaction (including the contemplated benefits thereof).

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BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the Transaction (other than the Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Transaction, or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Transaction or otherwise. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the Consideration to be received in the Transaction by holders of Websense common stock (other than (a) shares held by Websense or any wholly owned subsidiary of Websense (or held in Websense’s treasury), (b) shares held by Parent, Merger Sub or any other wholly owned subsidiary of Parent and (c) Dissenting Shares (as defined in the Merger Agreement (as of May 19, 2013))) and no opinion or view was expressed with respect to any consideration received in connection with the Transaction by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Transaction, or class of such persons, relative to the Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Transaction in comparison to other strategies or transactions that might be available to Websense or in which Websense might engage or as to the underlying business decision of Websense to proceed with or effect the Transaction. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Transaction or any related matter. Except as described above, Websense imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by BofA Merrill Lynch’s Americas Fairness Opinion Review Committee.

The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to Websense’s board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, 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 performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Selected Publicly Traded Companies Analysis . BofA Merrill Lynch reviewed publicly available financial and stock market information for Websense and the following 16 publicly traded companies in the software

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industry, which, based on BofA Merrill Lynch’s professional judgment and experience, were determined to be relevant to Websense:

BofA Merrill Lynch reviewed enterprise values, commonly referred to as EV, of the selected publicly traded companies, calculated as market capitalization based on closing stock prices on May 17, 2013 (the last trading day prior to the public announcement of the Transaction), or, in the case of Compuware Corporation, on December 16, 2012 (the trading day prior to the public disclosure of an unsolicited proposal to acquire Compuware Corporation), plus debt, minority interest and preferred stock, less cash and cash equivalents, as a multiple of calendar year 2014 estimated levered free cash flow from operations, less capital expenditures, commonly referred to as FCF. BofA Merrill Lynch also reviewed per share equity values of the selected publicly traded companies, based on closing stock prices on May 17, 2013 (the trading day prior to the public announcement of the Transaction), or, in the case of Compuware Corporation, on December 16, 2012 (the trading day prior to the public disclosure of an unsolicited proposal to acquire Compuware Corporation), as a multiple of calendar year 2014 estimated earnings per share, commonly referred to as a price to earnings ratio, or P/E. This analysis resulted in the following high, mean, median and low multiples:

BofA Merrill Lynch then applied calendar year 2014 EV/FCF multiples of 9.5x to 11.5x derived from the selected publicly traded companies to Websense’s calendar year 2014 estimated FCF. BofA Merrill Lynch also then applied calendar year 2014 P/E multiples of 12.0x to 14.5x derived from the selected publicly traded companies to Websense’s calendar year 2014 estimated earnings per share. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of Websense were based on each of the management case and the street case (see “—Certain

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Company Projections”). This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Websense, as compared to the Consideration:

No company used in this analysis is identical or directly comparable to Websense. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Websense was compared.

Selected Precedent Transactions Analysis. BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following 21 selected transactions involving companies in the software industry since January 1, 2010, which, based on BofA Merrill Lynch’s professional judgment and experience, were determined to be relevant to Websense and the Transaction:

BofA Merrill Lynch reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s next twelve months estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as NTM EBITDA. This review resulted in the following high, mean, median and low multiples:

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BofA Merrill Lynch then applied multiples of 10.0x to 12.0x derived from the selected transactions to Websense’s estimated NTM EBITDA. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of Websense were based on each of the management case and the street case (see “—Certain Company Projections”). This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Websense, as compared to the Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to Websense or the Transaction. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Websense and the Transaction were compared.

Present Value of Future Stock Price Analysis . BofA Merrill Lynch performed an analysis of the present value of the implied future stock price of Websense during fiscal years 2015 and 2016 based on the management case and the street case. BofA Merrill Lynch applied calendar year 2014 EV/FCF multiples of 9.5x to 11.5x derived from the Selected Publicly Traded Companies Analysis discussed above to Websense’s fiscal year 2015 and fiscal year 2016 estimated FCF. BofA Merrill Lynch also then applied calendar year 2014 P/E multiples of 12.0x to 14.5x derived from the Selected Publicly Traded Companies Analysis discussed above to Websense’s fiscal year 2015 and fiscal year 2016 estimated earnings per share. The resulting implied future stock prices were then discounted to present value using a discount rate of 10.0%, which was based on an estimate of Websense’s cost of equity derived using the capital asset pricing model. Estimated financial data of Websense were based on each of the management case and the street case (see “—Certain Company Projections”). This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Websense, as compared to the Consideration:

Discounted Cash Flow Analysis . BofA Merrill Lynch performed a discounted cash flow analysis of Websense to calculate the estimated present value of the standalone unlevered, after-tax, free cash flows that Websense was forecasted to generate during the second fiscal quarter of Websense’s fiscal year 2013 through Websense’s fiscal year 2017 based on each of the management case (including certain sensitivities thereto as described below) and the street case (see “—Certain Company Projections”). BofA Merrill Lynch calculated terminal values for Websense by applying terminal forward multiples of 9.0x to 11.0x to Websense’s fiscal year 2018 unlevered free cash flow. The cash flows and terminal values were then discounted to present value as of March 31, 2013 (utilizing a mid-point discounting convention), using discount rates ranging from 9.0% to 11.0%, which were based on an estimate of Websense’s weighted average cost of capital derived using the capital asset pricing model. As part of this analysis, BofA Merrill Lynch assumed a 25.0% tax rate as per Websense’s management and accounted for stock based compensation as a cash expense.

In addition, BofA Merrill Lynch performed a sensitivity analysis with respect to the results of the discounted cash flow analysis for the management case. In particular, BofA Merrill Lynch performed a discounted cash flow analysis based on the management case as described above but taking into account, at the direction of, and with the approval of, Websense, the following assumptions: (1) a fiscal year 2012 through 2017 billings compounded annual growth rate of 5.0% to 7.5%, (2) an implied fiscal year 2017 adjusted free cash flow

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margin of 10.0% to 18.0%, (3) a terminal forward multiple of 10.0x and (4) a discount rate of 10.0% (see “—Certain Company Projections”).

This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Websense, as compared to the Consideration:

Selected Premiums Paid Analysis. BofA Merrill Lynch identified, to the extent publicly available, selected transactions for U.S.-based, publicly traded companies in the technology industry, announced since January 1, 2010. BofA Merrill Lynch calculated the premium over the target company’s closing stock price one day prior to the announcement of the transaction, or to the extent applicable, the target company’s unaffected stock price, of the per share price paid in each selected transaction.

BofA Merrill Lynch then applied a range of calculated premiums from 20%-30% for financial sponsor transactions and 30%-50% for strategic transactions to the estimated unaffected Company stock price per share of $15.50. Such price was determined by BofA Merrill Lynch at the direction of, and in consultation with, Websense, in order to approximate the implied Company stock price without the effect of market speculation that Websense would engage in a potential strategic transaction.

This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Websense, as compared to the Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to Websense or the Transaction. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Websense and the Transaction were compared.

Other Factors

In rendering its opinion, BofA Merrill Lynch also reviewed and considered other factors, including:

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Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to Websense’s board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Websense and Parent. The estimates of the future performance of Websense and Parent in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the Consideration and were provided to Websense’s board of directors in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of Websense or Parent.

The type and amount of consideration payable in the Transaction was determined through negotiations between Websense and Parent, rather than by any financial advisor, and was approved by Websense’s board of directors. The decision to enter into the Merger Agreement (as of May 19, 2013) was solely that of Websense’s board of directors. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by Websense’s board of directors in its evaluation of the proposed Transaction and should not be viewed as determinative of the views of Websense’s board of directors or management with respect to the Transaction or the Consideration.

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The Company has agreed to pay BofA Merrill Lynch for its services in connection with the Transaction an aggregate fee currently estimated to be approximately $12 million, $500,000 of which was payable in connection with its opinion and the remainder of which is contingent upon the completion of the Transaction. In connection with its engagement, Websense has also agreed to pay BofA Merrill Lynch a quarterly retainer fee of $125,000 (subject to a minimum aggregate quarterly retainer fee of $500,000), which fees will be credited against the portion of the fee described in the preceding sentence that will be paid upon completion of the Transaction to the extent paid. The Company also has agreed to reimburse BofA Merrill Lynch for a portion of its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Websense, Parent and/or certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Websense and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (a) having acted or acting as administrative agent, book manager and joint lead arranger for, and/or as a lender under, certain term loans, letters of credit and credit facilities and other credit arrangements of Websense and certain of its affiliates, (b) having provided or providing certain derivatives, foreign exchange and other trading services to Websense and certain of its affiliates, and (c) having provided or providing certain treasury management products and services to Websense and certain of its affiliates. In addition, we and/or certain of our affiliates have maintained, currently are maintaining, and in the future may maintain, commercial (including vendor and/or customer) relationships with Websense and/or certain of its affiliates.

From January 1, 2011 through April 30, 2013, BofA Merrill Lynch and its affiliates received aggregate revenues from Websense and certain of its affiliates of approximately $4 million for corporate, commercial and investment banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Parent and/or certain of its affiliates, including Vista Equity Partners, LLC (“Vista Equity”) and certain of its affiliates and portfolio companies, and have received or in the future may receive compensation for the rendering of these services, including (a) having acted or acting as administrative agent, joint bookrunner and joint lead arranger for, and/or as a lender under, certain term loans, letters of credit and credit and leasing facilities and other credit arrangements of certain of Parent’s affiliates, including Vista Equity and certain of its affiliates and portfolio companies (including acquisition financing), (b) having provided or providing certain derivatives, foreign exchange and other trading services to certain of Parent’s affiliates, including Vista Equity and certain of its affiliates and portfolio companies, and (c) having provided or providing certain treasury management products and services to certain of Parent’s affiliates, including Vista Equity and certain of its affiliates and portfolio companies. In addition, we and/or certain of our affiliates have maintained, currently are maintaining, and in the future may maintain, commercial (including vendor and/or customer) relationships with Parent and/or certain of its affiliates, including Vista Equity and certain of its affiliates and portfolio companies.

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From January 1, 2011 through April 30, 2013, BofA Merrill Lynch and its affiliates received aggregate revenues from Vista Equity and certain of its affiliates and portfolio companies of approximately $30 million for corporate, commercial and investment banking services unrelated to the Transaction.

Certain Company Projections

Prior to our receipt of unsolicited proposals to acquire the Company, and in connection with a long-term strategy session with our board of directors on April 17, 2013, management prepared three-year financial projections (the “April projections”). Later, after receiving the unsolicited proposals, management modified the April projections to include projections for 2016 and 2017 (the five-year projections are referred to as the “management case”). We provided the management case projections to BofA Merrill Lynch for its review and analysis in connection with its fairness opinion and to our board of directors in connection with its review of strategic alternatives.

The information set forth below is included solely to give Websense stockholders access to the financial projections that were made available to BofA Merrill Lynch and the board of directors of Websense and is not included in this proxy statement in order to influence any stockholder’s decision to vote to adopt the Merger Agreement or any other purpose.

The financial projections were not prepared with a view toward public disclosure, or with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or United States generally accepted accounting principles. Neither our independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability.

The financial projections of Websense as a standalone company include estimates that are not prepared in accordance with generally accepted accounting practices (GAAP). The projections include our non-GAAP estimated billings, non-GAAP total expenses, non-GAAP Billings EBITDA, non-GAAP free cash flow, and non-GAAP adjusted cash flow for the years 2013 through 2017. Billings represent the amount of subscription contracts, OEM royalties and appliance sales billed to customers during the applicable period and are not derived from our financial statements. Billings EBITDA is calculated as billings during the applicable period, less total expenses excluding stock based compensation, intangible asset amortization, amortization of appliance-related expense for prior period appliance sales, depreciation, interest and income taxes during that period. Free cash flow is cash flows from operations less capital expenditures. Unlevered free cash flow is cash flows from operations, plus after-tax interest, less capital expenditures. Adjusted unlevered free cash flow is unlevered free cash flow less stock based compensation (as if paid in cash). The adjusted free cash flow margin is adjusted free cash flow as a percentage of revenue during the applicable period.

The management case projections reflect numerous estimates and assumptions with respect to general business, economic, competitive, market and financial conditions and other future events, as well as matters specific to our business, such as end user billings growth rates, including billings for TRITON solutions and billings to new customers, OEM billings growth rate, customer subscriptions up for renewal and renewal rates, average duration of contract subscriptions, appliance sales and our non-GAAP operating margin as a percentage of billings, all of which are difficult to predict and many of which are beyond our control. The management case assumes a billings growth rate of 5.4% in 2013, 6.2% in 2014, 15.3% in 2015, 8.9% in 2016 and 10.0% in 2017 for a compound annual growth rate, or CAGR, of 9.1% and assumes adjusted free cash flow margin of 9.8%, 11.2%, 17.6%, 18.2% and 19.9%, respectively in years 2013 to 2017. The billings growth in 2016 and 2017 was based on industry projections for growth in the market size and the assumption that we would retain our existing market share. Our billings grew 1.8% in 2012 and 4.6% in 2011 as we transitioned from the legacy web filtering business to our advanced TRITON security products. We recently expanded our internal sales organization by

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approximately 50 employees in order to drive growth in our billings to new customers and our billings growth rate above historical levels. While we expect the expanded sales coverage to drive billings growth beginning in the second half of 2013, there is a risk that the newly hired sales personnel will not become as productive as expected in the management case. Given our subscription model, if billings growth is less than expected this year or in early years, then customer subscriptions up for renewal in later years will be less than expected and have a further negative effect on billings growth. While management has a defined growth strategy reflected in the management case, there is substantial risk and uncertainty about achieving and sustaining double digit billings growth rates, particularly in 2016 and 2017 when management has little visibility on the potential economic and competitive landscape or the installed base up for renewal and growth would be measured against a much larger billings base. The management case also assumes that operating expenses remain constant other than inflationary adjustments from 2013 through 2017. There is a risk that we will need to make significant investments in order to increase our billings growth rates as projected. The management case assumes the payment of cash taxes at a rate of 25%.

The financial projections reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the financial projections should not be regarded as an indication that Websense, or anyone who received the projections then considered, or now considers, the projections to be material information of Websense or a reliable prediction of future events, and this information should not be relied upon as such. Websense views the financial projections as non-material because of the inherent risks and uncertainties associated with such long-range projections. Websense does not intend to, and disclaims any obligation to, update, revise or correct the projections if any of it is or becomes inaccurate (even in the short term).

The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Websense in its public filings with the SEC. The financial projections do not take into account any circumstances or events occurring after the date they were prepared. Further, the financial projections do not take into account the effect of any failure of the Offer or the Merger to be consummated and should not be viewed as accurate or continuing in that context. Stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this proxy statement.

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Sensitivity Analysis

Because the financial projections were prepared as part of a strategic planning process for an independent company, they were prepared on a best case basis and were not risk adjusted for probability of achieving the projected billing CAGRs and free cash flow margin. The sensitivity analysis was performed to examine the impact of underperformance of the billing CAGR and free cash flow margin relative to the management case. Therefore, the following sensitivities to the management case were prepared by or at the direction of, and approved by, the management of the Company. We provided these sensitivities to BofA Merrill Lynch for its review and analysis in connection with its fairness opinion and to our board of directors in connection with its review of strategic alternatives.

Management Case Sensitivity

(in millions)

Street Case Projections

In addition to the management case, certain publicly available financial forecasts relating to Websense and covering a period through 2015 were reviewed by the management of the Company and were extrapolated by or at the direction of, and approved by, the management of the Company to cover a period through 2017 (referred to herein as the “street case”). These extrapolations were developed by taking into account public commentary by research analysts about the future performance of the Company. In particular, the extrapolations assume 5% and 4% revenue growth in 2016 and 2017, respectively, and operating margin and Free Cash Flow margin trends

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consistent with the research analysts’ commentary. We provided the street case projections to BofA Merrill Lynch for its review and analysis in connection with its fairness opinion and to our board of directors in connection with its review of strategic alternatives.