Varicent Software Secures US$35 Million in Funding to Further Accelerate Growth

TORONTO -

- Company secures second-largest IT funding deal in Q3 2009

Varicent Software Incorporated, a leading innovator and provider of sales performance management (SPM) and incentive compensation management (ICM) solutions today announced it has raised US$35 million in additional funding led by San Francisco and New York-based FTV Capital. RBC Venture Partners and EdgeStone Capital Partners, current investors in Varicent, also participated in the new round of funding.

The deal was the second largest privately-funded information technology funding announced in Q3 2009*, behind only Facebook. This represents both an acknowledgement of the steep growth trajectory for the sales performance management market, as well as Varicent’s dominant role in the marketplace. According to Ventana Research, the SPM market is growing at 45% annually and in the U.S. alone is predicted to exceed more than US$8 billion in 2010.**

“Varicent has developed a strong solution, assembled a driven, experienced management team, and amassed an impressive customer list. We are extremely enthusiastic about Varicent’s leadership position and outlook for continued rapid growth,” said Eric Byunn, FTV Capital Partner. “FTV’s strategic limited partners - many of the world’s largest financial institutions - have a huge corporate pain point in ineffective sales performance solutions. Varicent emerged at the top of our sector research because its solutions are consistently providing corporations with a measurable impact, driving sales effectiveness, increasing revenues, decreasing costs and improving internal visibility.”

The funds raised will allow Varicent to continue its momentum as the leader in the SPM market. The company plans to further expand its international business, building on the successful launch of EMEA and APAC operations earlier in the year, accelerate the development of new features and functionality in its innovative sales performance management solution, Varicent SPM, broaden its reach into new verticals, and advance its mid-market penetration.

“FTV Capital is a great partner and brings to us an extensive, highly attractive financial services network - a key industry vertical for Varicent,” said Dan Shimmerman, President and CEO, Varicent Software. “We have achieved remarkable success because our solutions deliver real, measurable and positive results to our customers. We look forward to working with FTV’s strategic partners to help resolve their unmet needs in SPM.”

“The explosive market growth in SPM is being fueled by organizations who realize their path to renewed success requires a focus on improved sales effectiveness and a faster response to new opportunities and challenges,” noted Shimmerman. “Sales performance management arms decision makers with the latest and most accurate information on who is selling what to whom. It builds organizational alignment by ensuring that compensation plans are quickly implemented and changed to drive desired behaviors.”

“We have two primary goals in adopting sales performance management,” said Mark Towne, Director Global Information Services, Smith & Nephew, Inc. “The first was to find a solution that would allow us to quickly model new plans in order to keep up with the ever changing requirement of our business. The second goal was to select a sales performance management platform that our many divisions can standardize on, making our processes and procedures uniform across the business. Varicent SPM was selected based on their ability to provide us the speed, flexibility and visibility for our sales compensation across all of our business units.”

Varicent is also pleased to announce the appointment of Eric Byunn, Partner, Head of Software for FTV Capital to Varicent’s Board of Directors, effective immediately. In addition to Mr. Byunn, the following directors currently serve on the company’s board:

- Dan Shimmerman, President and CEO, Varicent Software Incorporated - Marc Altshuller, EVP, Worldwide Field Operations, Varicent Software Incorporated - Robert Antoniades, Managing Director, RBC Venture Partners - Bryan Kerdman, Partner, EdgeStone Capital Partners - Janet Perna, former senior executive at IBM - David Mahoney, former CEO of Applix Software

About Sales Performance Management (SPM)

SPM is a highly effective new approach in business management that works to close the gap between business strategy and actual sales performance. Varicent SPM is the only solution on the market today that automates and accelerates all the core processes involved in SPM including incentive compensation management, territory management, quota planning and roster management. Its powerful reporting, analysis, modeling and planning tools allow every department within an organization the visibility they need to accurately predict and effectively achieve stronger sales performance.

According to the Gartner, Inc. report Sales Performance Management: How It Relates to and Differs from CPM, “SPM represents a combination of operational and analytic software capabilities that automate and integrate functions for planning, designing, allocating and managing sales territories, quotas and compensation plans. These applications help enterprises improve the organization, direction and motivation of sales teams to achieve sustained improvements in revenue and margin production.”

About FTV Capital

FTV Capital is a multi-stage private equity firm that invests in high-growth companies offering a range of innovative solutions. FTV Capital provides entrepreneurs with unique access to its Global Partner Network, a group of the world’s foremost financial institutions that have invested in FTV Capital and its portfolio companies for more than a decade. Founded in 1998, FTV Capital has more than US$1 billion under management and has offices in San Francisco and New York. For more information, please visit www.ftvcapital.com.

About RBC Venture Partners

RBC Venture Partners(TM) is a dedicated team of venture capital professionals specializing in early-stage investments in software and services for enterprise, financial services, and mobile applications.

About EdgeStone

EdgeStone is one of Canada’s leading private equity firms and has managed in excess of CDN$2.3 billion of private capital on behalf of institutional and high net worth clients. EdgeStone provides capital, strategic direction and business and financial advice to help promising mid-market and early-stage companies achieve their full potential. EdgeStone leverages the resources of its broad business network and ensures an alignment of interests to achieve superior returns for all stakeholders. EdgeStone is one of the principal entities of GMP Capital Inc. (TSX: GMP).

About Varicent Software Incorporated

Varicent Software Incorporated is an innovative software solutions provider delivering measurable improvements to its clients businesses through its industry-leading sales performance management solution Varicent SPM. Varicent’s customers are high-performing companies representing a variety of industries and include Waste Management, Convoy Financial Group, Sherwin-Williams, Manpower, Autodesk, Getty Images, Starwood Hotels, Sun Hung Kai Financial, and many others. For more information, please visit www.varicent.com.

* Dow Jones VentureSource - U.S. Venture Capital Financing, 3Q09 - fis.dowjones.com/VS/3QUSFinancing.html

** Ventana Research - “Potential Market Size for Sales Performance Management” - Article ID V08-18 - 4/29/2008.

(c)2009 Varicent Software. All rights reserved. Varicent and Varicent SPM are trademarks of Varicent Software Incorporated.

All other trademarks and company names mentioned are the property of their respective owners.

Contact: Brian Hartlen Claudia Husemann Varicent Software Hill & Knowlton T: +1-416-987-1241 T: +1-212-885-0378 E: bhartlen@varicent.com E: claudia.husemann@hillandknowlton.com

Source: Varicent Software Incorporated

Brian Hartlen of Varicent Software, +1-416-987-1241, bhartlen at varicent.com, or Claudia Husemann of Hill & Knowlton, +1-212-885-0378, claudia.husemann at hillandknowlton.com