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NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT AND SETTLEMENT HEARING

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STATE OF MICHIGAN

CIRCUIT COURT FOR THE COUNTY OF WAYNE

IN RE COMPUWARE CORP. SHAREHOLDER LITIGATION

CONSOLIDATED Case No. 14-011437-CB

NOTICE OF PENDENCY OF CLASS ACTION,

PROPOSED SETTLEMENT AND SETTLEMENT HEARING

TO: ANY AND ALL RECORD AND BENEFICIAL HOLDERS OF COMPUWARE CORPORATION COMMON STOCK, THEIR RESPECTIVE SUCCESSORS IN INTEREST, SUCCESSORS, PREDECESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM, TOGETHER WITH THEIR PREDECESSORS AND SUCCESSORS AND ASSIGNS, WHO HELD SHARES OF COMPUWARE COMMON STOCK AT ANY TIME BETWEEN AND INCLUDING SEPTEMBER 2, 2014 AND THE DATE OF CONSUMMATION OF THE TRANSACTION ON DECEMBER 15, 2014

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF A LAWSUIT AND CONTAINS IMPORTANT INFORMATION. YOUR RIGHTS WILL BE AFFECTED BY THESE LEGAL PROCEEDINGS IN THIS LITIGATION.

IF YOU WERE NOT THE BENEFICIAL HOLDER OF COMMON STOCK OF COMPUWARE CORPORATION BUT HELD SUCH STOCK FOR A BENEFICIAL HOLDER, PLEASE TRANSMIT THIS DOCUMENT PROMPTLY TO SUCH BENEFICIAL HOLDER.

I. THE PURPOSE OF THIS NOTICE

The purpose of this Notice is to inform you of a proposed settlement (the “Settlement”) of the above-captioned consolidated action (the “Consolidated Action”) pending before the Wayne County, Michigan Circuit Court (the Court”), and of a hearing to be held before the Court on October 22, 2015 at 9:00 a.m. at the Coleman A. Young Municipal Center, 2 Woodward Avenue, Detroit, Michigan 48226 (the “Settlement Hearing”). The purpose of the Settlement Hearing is to: (a) determine whether to grant final certification of the shareholder class (the “Class”) defined herein; (b) determine whether the Settlement should be approved by the Court as fair, reasonable, adequate and in the best interests of the Class; (c) determine whether the Court should enter an Order and Final Judgment dismissing the claims asserted in the Consolidated Action on the merits and with prejudice as against Plaintiffs and the Class and effectuating the releases described below; (d) determine whether the Court should grant the application of Plaintiffs’ Counsel for an award of attorneys’ fees and reimbursement of litigation expenses; (e) consider any objections to the proposed Settlement or Plaintiffs’ Counsel’s application for an award of attorneys’ fees and reimbursement of litigation expenses; and (f) rule on such other matters as the Court may deem appropriate.

This Notice describes the rights you may have under the Settlement and what steps you may, but are not required to, take in relation to the Settlement.

If the Court approves the Settlement, the parties to the Consolidated Action will ask the Court to enter an Order and Final Judgment dismissing the Consolidated Action with prejudice on the merits.

(2)

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY CLAIMS OR DEFENSES BY ANY OF THE PARTIES.

II. BACKGROUND AND DESCRIPTION OF THE CONSOLIDATED ACTION

The “Plaintiffs” who have agreed to the Settlement are Shelley Adelman, Jeffrey Bushman, Sharon Klein, Ankur Saggar, Shiva Stein, John Urbonas, and Jonathan Wares. The “Defendants” are Compuware Corporation (“Compuware”), Gurminder S. Bedi, Robert C. Paul, Jeffrey J. Clarke, John Freeland, David Fubini, William O. Grabe, Frederick A. Henderson, Faye Alexander Nelson, Jennifer Raab, Lee D. Roberts, Stephan F. Schuckenbrock, Elliott Management Corporation, Elliott International, L.P., Elliott International Capital Advisors Inc., Paul E. Singer, Elliott Capital Advisors, L.P., Elliott Special GP, LLC, Hambledon, Inc., Thoma Bravo, LLC (“Thoma Bravo”), Project Copper Holdings, LLC and Project Copper Merger Corp. The claims in the Consolidated Action arise from the September 2, 2014 announcement by Compuware and Thoma Bravo LLC that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby an acquisition-related affiliate of Thoma Bravo would acquire Compuware and each share of Compuware common stock would be converted into the right to receive an aggregate value of $10.75 per share (the “Transaction”), subject to various conditions, including the voting approval of Compuware shareholders. On September 5, 2014, Plaintiff John Urbonas submitted a demand letter to the Board of Directors of Compuware (the “Individual Defendants” herein, consisting of Gurminder S. Bedi, Robert C. Paul, Jeffrey J. Clarke, John Freeland, David Fubini, William O. Grabe, Frederick A. Henderson, Faye Alexander Nelson, Jennifer Raab, Lee D. Roberts and Stephan F. Schuckenbrock) pursuant to MCL 450.1493(a). The letter recited allegations that the Individual Defendants breached their fiduciary duties in negotiating and approving the Transaction, and demanded that the Board commence an action on behalf of Compuware and against the members of the Board for restitution/damages and injunctive or other equitable relief. On September 8, 2014, Plaintiff Sharon Klein submitted a similar demand letter to the Board of Directors of Compuware, which generally recited the same allegations and demanded the same relief.

Also on September 5, 2014, Plaintiff Shelley Adelman filed a putative class action in Wayne County, Michigan Circuit Court, captioned Adelman v. Compuware Corp., et al., No. 14-011437-CB, alleging, among other things, that the Individual Defendants breached their fiduciary duties in connection with their consideration and approval of the Merger Agreement and that other named Defendants aided and abetted those alleged breaches. Nine additional actions alleging a breach of fiduciary duty and/or aiding and abetting a breach of fiduciary duty by the Individual Defendants and other Defendants in connection with the Transaction were subsequently filed in Michigan State courts, captioned: Bushman v. Bedi, et al., No. 14-011585-CB (Wayne County, filed September 9, 2014); Saggar v. Bedi, et al., No. 14-011597-CB (Wayne County, filed September 9, 2014); Essig v. Compuware Corp., et al., No. 14-142842-CB (Oakland County, filed September 10, 2014); Stein v. Bedi, et al., No. 14-011688-CB (Wayne County, filed September 11, 2014); Klein v. Compuware Corp., et al., No. 14-011721-CB (Wayne County, filed September 12, 2014); Urbonas v. Compuware Corp., et al, No. 14-011770-CB (Wayne County, filed September 12, 2014); Feinstein v. Compuware, et al., No. 14-143110-CB (Oakland County, filed September 24, 2014); Lim v. Compuware, et al., No. 14-143160-CB (Oakland County, filed September 26, 2014); and City of Sunrise Police Officers’ Ret. Plan v. Compuware Corp., et al, No. 14-013610-CB (Wayne County, filed October 21, 2014).

On September 29, 2014, the first six Wayne County actions were consolidated under the caption

In re Compuware Corp. Shareholder Litigation, No. 14-011437-CB (together with all actions subsequently consolidated therein, the “Consolidated Action”) by the Wayne County Circuit Court (the “Court”). Compuware subsequently moved to transfer the three Oakland County actions to Wayne County. Prior to the hearing date for the motions, counsel for plaintiffs in the Feinstein and Essig actions agreed to transfer those actions to Wayne County. The transfers were effectuated on October 10, 2014 and October 13, 2014, respectively. The plaintiff in the Lim action agreed to voluntarily dismiss that action, and the Oakland County Court entered a voluntary dismissal order on October 20, 2014.

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On October 6, 2014, Compuware filed with the United State Securities and Exchange Commission (the “SEC”) a Schedule 14A Preliminary Proxy Statement (the “Preliminary Proxy Statement”) in connection with the vote of Compuware shareholders on the Transaction, which, among other things, attached the Merger Agreement and provided a summary of the valuation analyses conducted by Compuware’s Board of Directors’ financial advisor, Goldman, Sachs & Co. (“Goldman Sachs”).

On October 14, 2014, certain plaintiffs in the Consolidated Action filed a Consolidated Amended Complaint for Breach of Fiduciary Duty (the “Complaint”) that asserted certain class action and derivative claims and alleged, among other things, that (a) the Individual Defendants breached their fiduciary duties in negotiating and approving the Merger Agreement, and were aided and abetted in the alleged breaches by Thoma Bravo, Project Copper Holdings, LLC and Project Copper Merger Corp. (collectively, the “Thoma Bravo Defendants”) and Elliott Management Corporation, Elliott International, L.P., Elliott International Capital Advisors Inc., Paul E. Singer, Elliott Capital Advisors, L.P., Elliott Special GP, LLC, Hambledon, Inc. (collectively, the “Elliott Defendants”) and (b) the Preliminary Proxy Statement failed to provide Compuware shareholders with material information relating to the Transaction, the projections prepared by Compuware management, and the valuation analyses prepared by Goldman Sachs.

On November 4, 2014, Compuware filed with the SEC a Schedule 14A Definitive Proxy Statement (the “Definitive Proxy Statement”), which, among other things, substantially included the same information disclosed in the Preliminary Proxy Statement, and set December 8, 2014 as the date of the special meeting for Compuware shareholders to vote on the Transaction.

On November 11, 2014, the Individual Defendants and Compuware (the “Compuware Defendants”) moved for summary disposition under MCR 2.116 (C)(5) and (C)(8) and MCR 2.201(B), and MCL 450.1493a, asserting, among other things, that the claims alleged in the Complaint are solely derivative claims that do not comply with MCL 450.1493a, that the Individual Defendants’ actions are protected under the business judgment rule, and that the Definitive Proxy Statement properly disclosed all material facts in connection with the Shareholder vote on the Transaction.

On November 12, 2014, Plaintiffs filed a motion for a preliminary injunction (the “Preliminary Injunction Motion”) that sought to preliminarily enjoin the Compuware shareholder vote on the Transaction, based on Plaintiffs’ assertion that the Proxy failed to provide Compuware shareholders with material information regarding, among other things, Goldman Sachs’s adjustment of an Illustrative Discount Cash Flow Analysis to account for net debt and the value of certain real property of Compuware even though Compuware had no debt and had not disclosed any plans for disposition of any real property, and the details regarding adjustments that Compuware management made to certain financial forecasts. The Court scheduled a hearing on the Preliminary Injunction Motion for November 19, 2014.

On November 13, 2014, the Thoma Bravo Defendants moved for summary disposition under MCR 2.116 (C)(5) and (C)(8), raising similar arguments to those made by the Compuware Defendants, and arguing that Plaintiffs failed to allege any facts suggesting that Thoma Bravo took any action to assist or encourage Compuware’s Directors in their alleged breaches of their fiduciary duties.

In response to Plaintiffs’ demands for discovery relating to the claims asserted in the Complaint and the Preliminary Injunction Motion, on November 15, 2014, certain Defendants produced to Plaintiffs select internal, non-public documents of Compuware and Goldman Sachs relating to the Transaction.

Thereafter Plaintiffs and Defendants engaged in extensive settlement efforts and on, November 17, 2014, after arm’s-length negotiations, entered into a Memorandum of Understanding (“MOU”) memorializing an agreement-in-principle to settle the Consolidated Action. The MOU provided, among other things, that Plaintiffs would take additional discovery relating to the claims asserted in the Complaint, and only after confirming the fairness, reasonableness, and adequacy of the Settlement would the Settlement be presented to the Court for approval.

Also on November 17, 2014, the Elliott Defendants moved for summary disposition under MCR 2.116 (C)(1), (C)(5) and/or (C)(8), raising similar arguments to those made by the Compuware Defendants, and also asserting that the Court lacked jurisdiction over certain of the Elliott Defendants and that, even if the Complaint adequately pled a claim for breach of fiduciary duty against certain defendants, it did not, as a matter of law, state a claim against any of the Elliott Defendants for aiding and abetting any such breach.

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On November 18, 2014, pursuant to the terms of the MOU, Compuware filed Schedule 14A with the SEC to provide additional materials in connection with the Definitive Proxy Statement that disclosed information concerning the subject areas raised by Plaintiffs’ Counsel in the Preliminary Injunction Motion (the“Additional Disclosures”).

On December 8, 2014, shareholders of Compuware voted to approve the Definitive Agreement to be acquired by Thoma Bravo. The Transaction was consummated on December 15, 2014.

In sum, Defendants produced to Plaintiffs approximately 40,000 pages of documents relating to the Transaction, including, among other things, board minutes and banker books, board presentations, management projections, and financial analyses performed by Goldman Sachs. Plaintiffs also took the sworn deposition testimony of Robert Paul (the former Chief Executive Officer of Compuware), Jesse Cohn (Senior Portfolio Manager and Head of US Equity Activism of Elliott Management), and Jason Rowe (Managing Director of Technology, Media, and Telecom Group at Goldman Sachs).

On July 14, 2015, the Plaintiffs and Defendants (the “Parties”) entered into a Stipulation of Settlement (the “Stipulation”) that sets forth the definitive terms of the Settlement.

On July 23, 2015 the Court entered an Order providing for, among other things, the scheduling of the Settlement Hearing; a stay of the Consolidated Action pending a hearing on the proposed Settlement; and an injunction against the commencement or prosecution of any action by any member of the Class asserting any of the claims subject to the Settlement of the Consolidated Action.

III. SUMMARY OF THE SETTLEMENT TERMS

Defendants provided shareholders with the Additional Disclosures concerning the Transaction and the shareholder vote to accept or reject the Transaction. The Additional Disclosures included the events leading up to the execution of the Merger Agreement, the decision of Compuware management to adjust Compuware’s financial forecasts and the amount of such projections, and details regarding the valuation analysis conducted by Compuware’s financial advisor, Goldman Sachs. The Additional Disclosures were filed with the SEC on November 8, 2014, and are attached to this Notice as Exhibit A and available at http://www.sec.gov/Archives/edgar/data/859014/000119312514416940/d821729ddefa14a.htm. Defendants acknowledge that the prosecution of the Consolidated Action and discussions with counsel for Plaintiffs were the sole causes of the decision to make the Additional Disclosures reflected in Exhibit A.

IV. REASONS FOR THE SETTLEMENT TERMS

Plaintiffs and Plaintiffs’ Counsel in the Consolidated Action have determined to enter into the Settlement because the Settlement provided for the filing of the Additional Disclosures, which empowered the shareholders of Compuware to make a fully informed decision on the shareholder vote on the Transaction. Moreover, discovery produced in the Consolidated Action did not reveal that any shareholder is part of the purchasing group, is being treated differently from other shareholders in the merger or is receiving anything other than the merger consideration for its shares. Discovery also established that the employment of many senior Compuware executives was terminated following the completion of the Transaction. On the basis of information available to them, including publicly available information and discovery obtained in the Consolidated Action, Plaintiffs’ Counsel have determined that the Settlement described herein is fair, reasonable, adequate, and in the best interests of the Plaintiffs and the Class, because it empowered the shareholders of Compuware to make a fully informed decision on the shareholder vote on the Transaction. Defendants have denied, and continue to deny, that they committed or aided and abetted in the commission of any violation of law or engaged in any of the alleged wrongful acts, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties, to the extent such duties exist. Defendants have expressly denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged in the Consolidated Action. Defendants have also denied and continue to deny, inter alia, that Plaintiffs or the Class Members have suffered damages or were otherwise harmed as a result of the conduct alleged in the Consolidated Action.

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Defendants have nevertheless concluded that further litigation could be protracted and expensive, and that it is desirable that the Consolidated Action be fully and finally settled pursuant to the terms and conditions set forth in this Stipulation. Defendants have also taken into account the uncertainty and inherent risks of any litigation, especially in complex cases like the Consolidated Action. Defendants have determined that it is desirable and beneficial that the Consolidated Action be settled pursuant to the terms and conditions set forth in this Stipulation. Defendants are entering into the Stipulation solely because the proposed Settlement would eliminate the burden, expense, and uncertainties inherent in further litigation.

The parties wish to settle and resolve the claims asserted by Plaintiffs and all claims relating to or arising out of the Transaction, and the parties have, following arm’s-length negotiations, reached an agreement in principle as set forth in the Stipulation, providing for the settlement of the Consolidated Action on the terms and subject to the conditions set forth in the Stipulation, and the parties believe the Settlement is in the best interests of the parties and Compuware public shareholders.

V. RELEASES

The Settlement provides for the full and complete discharge, dismissal with prejudice, settlement and release of any and all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses, matters, and issues known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, including Unknown Claims (defined below), that have been or could have been, asserted in any court, tribunal, or proceeding (including but not limited to any claims arising under federal, state, foreign, or common law, including the federal securities laws and any state disclosure law), by or on behalf of Plaintiffs, any of the Class Members, or Compuware (collectively, the “Releasing Persons”), whether individual, direct, class, derivative, representative, legal, equitable, or any other type or in any other capacity against any of the Defendants and any of their family members, parent entities, partners, controlling persons, associates, affiliates, or subsidiaries and each and all of their respective past or present officers, directors, shareholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors and assigns (collectively, the “Released Persons”), which the Releasing Persons ever had, now have, or may have had by reason of, arising out of, relating to, or in connection with the acts, events, facts, matters, transactions, occurrences, statements, or representations, or any other matter whatsoever set forth in or otherwise related, directly or indirectly, to the allegations in the Consolidated Action, the Complaint, the Merger Agreement, or disclosures made in connection therewith (including the adequacy and completeness of such disclosures) (the “Released Claims”). The Released Claims shall not include claims to enforce the Settlement.

The Settlement also provides that the Released Persons shall be deemed to have, and by operation of the Judgment shall have fully, finally, and forever released, relinquished, and discharged Plaintiffs, all Class Members, and Plaintiffs’ Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection with, the institution, prosecution, assertion, settlement or resolution of the Consolidated Action or the Settled Claims (“Released Defendants’ Claims”).

The Settlement is intended to extinguish all Released Claims and all Released Defendants’ Claims (the “Settled Claims”), including Unknown Claims, all Defendants’ Released Claims, including Unknown Claims, and, consistent with such intentions, the Releasing Persons and the Released Persons shall waive their rights to the extent permitted by state law, federal law, foreign law or principle of common law, which may have the effect of limiting the release set forth above. This includes a waiver by Plaintiffs, the Class Members, and Released Persons of any rights pursuant to §1542 of the California Civil Code (or any similar, comparable or equivalent provision of any federal, state, or foreign law, or principle of common law) which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

(6)

Plaintiffs acknowledge, and the Class Members shall be deemed by operation of the entry of a final order and judgment approving the Settlement to have acknowledged, that the foregoing waiver was separately bargained for, is an integral element of the Settlement, and was relied upon by each and all of the Defendants in entering into the Settlement. Plaintiffs acknowledge, and the Class Members by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true by them with respect to the Settled Claims, but that it is the intention of Plaintiffs, and by operation of law the intention of the Class Members, to completely, fully, finally and forever compromise, settle, release, discharge, extinguish, and dismiss any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Plaintiffs acknowledge, and the Class Members by operation of law shall be deemed to have acknowledged, that “Unknown Claims” are expressly included in the definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of the Settlement and was relied upon by each and all of the Released Persons in entering into the Stipulation.

VI. CLASS ACTION DETERMINATION AND YOUR RIGHT TO EXCLUDE YOURSELF FROM

THE CLASS

The Court has ordered that the Consolidated Action shall be preliminarily maintained as a class action for purposes of the Settlement only, of a class (the “Class”) consisting of any and all record and beneficial holders of Compuware common stock, their respective successors in interest, successors, predecessors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors and successors and assigns, who held shares of Compuware common stock at any time between and including September 2, 2014 (the date the Transaction was publicly announced) and December 15, 2014 (the date the Transaction was completed). Excluded from the Class are Defendants and their affiliates, immediate families, legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest. At the Settlement Hearing, the Court will consider, among other things, whether the Settlement Class should be certified permanently. Any member of the Class may exclude themself from the Class by submitting a written request for exclusion (the “Request for Exclusion”) by First Class U.S. Mail postmarked no later than October 1, 2015 and addressed to: Compuware Corp. Shareholder Litigation Notice Administrator, c/o KCC Class Action Services, P.O. Box 40008, College Station, TX 77842-4008. A Request for Exclusion must include: (a) the name and mailing address of the person or entity seeking exclusion from the Class; (b) a statement attesting to the fact that such person or entity is a member of the Class; and (c) a statement that the person or entity wishes to be excluded from the Class. All individuals or entities who submit valid and timely Requests for Exclusion in the manner set forth here will not be bound by the Settlement or any judgment entered thereon.

VII. THE SETTLEMENT HEARING

The Settlement Hearing shall be held on October 22, 2015 at 9:00 a.m., before the Wayne County, Michigan Circuit Court, located at the Coleman A. Young Municipal Center, 2 Woodward Avenue, Detroit, Michigan 48226, to: (a) determine whether to grant final certification of the Class; (b) determine whether the Settlement should be approved by the Court as fair, reasonable, adequate and in the best interests of the Class; (c) determine whether the Court should enter an Order and Final Judgment dismissing the claims asserted in the Consolidated Action on the merits and with prejudice as against Plaintiffs and the Class and effectuating the releases described below; (d) determine whether the Court should grant the application of Plaintiffs’ Counsel for an award of attorneys’ fees and reimbursement of litigation expenses; (e) consider any objections to the proposed Settlement or Plaintiffs’ Counsel’s application for an award of attorneys’ fees and reimbursement of litigation expenses; and (f) rule on such other matters as the Court may deem appropriate. The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys’ fees, without further notice of any kind other than oral announcement at the Settlement Hearing or any adjournment thereof, and retains jurisdiction over the Consolidated Action, the Parties and all Class Members to consider further applications arising out of or connected with the proposed Settlement.

The Court reserves the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the Parties to the Stipulation and without further notice to the Class, and retains jurisdiction over the Consolidated Action, the Parties and all Class Members to consider further applications arising out of or connected with the proposed Settlement.

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VIII. YOUR RIGHT TO APPEAR OBJECT OR INTERVENE

Members of the Class are not obligated to take any action in response to this Notice or any the matters described herein.

Any member of the Class can object to Settlement, the Final Judgment to be entered in the Consolidated Action, and/or Plaintiffs’ Counsel’s application for attorneys’ fees. Class Member can also seek to intervene in the Action. Any Class Member who seeks to object or intervene, or otherwise wishes to be heard, may appear in person or at the Settlement Hearing and present evidence or argument that may be proper and relevant. A Class Member can appear through an attorney whom the Class Member hires at their own cost. If a Class Member wishes to appear, object or seek to intevene they must provide the Court and counsel listed below with papers that include: (a) a written notice of intention to appear; (b) a statement of such person’s objections to any matters before the Court; (c) documentary proof of the number of shares of Compuware common stock held by the objecting person between and including September 2, 2014 and December 15, 2014 and (d) the grounds for such objections and the reasons that such person desires to appear and be heard and writings such person desires the Court to consider. The papers must be filed with the Court no later than October 1, 2015 and served by First Class U.S. mail on or before the date of filing with the Court to:

Paul F. Novak MILBERG LLP

One Penn Plaza, 49th Floor New York, New York 10119

Interim Co-Lead Counsel for Plaintiffs

Todd A. Holleman MILLER, CANFIELD, PADDOCK and STONE, PLC 150 West Jefferson, Suite 2500 Detroit, Michigan 48226

Counsel for Defendants Thoma Bravo, LLC, Project Copper Holdings, LLC and Project Copper Merger Corp

Andrew J. Kolozsvary DYKEMA GOSSETT PLLC 400 Renaissance Center Detroit, Michigan 48243

Counsel for Defendants Compuware Corporation, Gurminder S. Bedi, Robert C. Paul, Jeffrey J. Clarke, John Freeland, David G. Fubini, William O. Grabe, Frederick A. Henderson, Faye Alexander Nelson, Jennifer Raab, Lee D. Roberts and Stephen F. Schuckenbrock

Robin Luce Herrmann BUTZEL LONG

Stoneridge West Building 41000 Woodward Avenue

Bloomfield Hills, Michigan 48304

Counsel for Defendants Elliott Management Corporation, Elliott International, L.P., Elliott International Capital Advisors Inc., Paul E. Singer, Elliott Capital Advisors, L.P., Elliott Special GP, LLC and Hambledon, Inc.

Unless the Court otherwise directs, no person shall be entitled to object to the approval of the Settlement, any judgment entered thereon, the adequacy of the representation of the Class by Plaintiffs and Plaintiffs’ counsel or any award of attorneys’ fees, or otherwise seek to intervene or be heard, except by serving and filing a written objection and supporting papers and documents as described here. Any person who fails to object in the manner described above shall be deemed to have waived the right to object and shall be forever barred from raising such objection in this or any other action or proceeding.

Any member of the Class who does not object to the Settlement or the request by Plaintiffs’ Counsel for an award of attorneys’ fees and expenses (described below) or to any other matter stated above need not do anything.

IX. THE ORDER AND FINAL JUDGMENT OF THE COURT

If the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate and in the best interests of the Class, the parties to the Consolidated Action will ask the Court to enter the Order and Final Judgment, which will, among other things:

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(a) approve the Settlement as fair, reasonable, adequate and in the best interests of the Class and direct consummation of the Settlement in accordance with its terms and conditions;

(b) determine that the requirements of the rules of the Court and due process have been satisfied in connection with this Notice;

(c) dismiss the Consolidated Action with prejudice on the merits and grant the releases more fully described below in accordance with the terms and conditions of the Stipulation; and (d) award attorneys’ fees and expenses to Plaintiffs’ Counsel.

X. THE APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

Plaintiffs’ Counsel will petition the Court in advance of the Settlement Hearing for an award of fees and expenses in the amount of $525,000 (the “Fee and Expense Application”). The parties have agreed that the Company, its successor in interest, and/or its insurers will pay to Plaintiffs’ Counsel an amount not more than $525,000 in fees and expenses, subject to Court’s approval, or such lower amount as the Court may approve. Plaintiffs and Plaintiffs’ Counsel agree not to seek fees and expenses in excess of $525,000, and Defendants agree not to oppose an award of fees and expenses up to, but not exceeding, $525,000. Court approval of the Fee and Expense Application is not a condition of this Settlement. Any failure by the Court to approve the amount of any fees or expenses requested by Plaintiffs’ Counsel shall not affect the validity or finality of the Settlement.

Class Members are not personally liable for any such fees or expenses. To date, Plaintiffs’ Counsel have not been paid for their services in conducting this Action on behalf of Plaintiffs and the Settlement Class nor for their expenses. The fee requested will compensate Plaintiffs’ Counsel for their work in achieving the Settlement. The Court may award less than the amount requested. Any award to Plaintiff’s Counsel of attorneys’ fees and expenses by the Court will be in addition to the Settlement, and will not reduce or in any way affect the benefits of the Settlement.

Plaintiffs’ Counsel will file their papers in support of the Settlement and their application for attorneys’ fees and expenses with the Court no later than September 17, 2015.

XI. NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF OF OTHERS Brokerage firms, banks and/or other persons or entities who held shares of Compuware common stock between September 2, 2014 and December 15, 2014 are requested to immediately send this Notice to all of their respective beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial owners, any requests for such additional copies or provision of a list of names and mailing addresses of beneficial owners may be requested via email to Nominees@CompuwareShareholderSettlement.com.

XII. SCOPE OF THIS NOTICE

This Notice is not all-inclusive. The references in this Notice to the pleadings in the Action, the Stipulation and other papers and proceedings are only summaries and do not purport to be comprehensive. For the full details of the Action, the claims that have been asserted by the parties and the terms and conditions of the Settlement, including a complete copy of the Stipulation and related Orders and proposed forms of Orders, members of the Settlement Class are referred to the Court files for the Action. You or your attorney may examine the public Court files during regular business hours of each business day at the office of the Clerk of the Court for Wayne County, Michigan Circuit Court at the Coleman A. Young Municipal Center, 2 Woodward Avenue, Detroit, Michigan 48226. The Consolidated Amended Complaint, Stipulation and related Orders are also available at www.CompuwareShareholderSettlement.com. Inquiries or comments about the Settlement may be directed to the attention of Plaintiffs’ Interim Co-Lead Counsel:

Paul F. Novak MILBERG LLP

One Penn Plaza, 49th Floor New York, New York 10119 Telephone: (212) 594-5300

James S. Notis

GARDY & NOTIS, LLP 126 East 56th Street

New York, New York 10022 Telephone: (212) 905-0509 PLEASE DO NOT WRITE OR CALL THE COURT.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

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COMPUWARE CORPORATION

One Campus Martius

Detroit, Michigan 48226

SUPPLEMENT TO THE PROXY STATEMENT FOR

THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 8, 2014

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If any shareholders have not already submitted a proxy for use at the special meeting, they are urged to do so promptly. No action in connection with this supplement is required by any shareholder who has previously delivered a proxy and who does not wish to revoke or change that proxy.

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SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT

This supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement.

The following disclosure supplement is added following the fourth sentence of the first paragraph on page 2 of the Definitive Proxy Statement concerning the Effect of the Merger.

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The second sentence in the paragraph with the heading “Financing of the Merger” on page 6 of the Definitive Proxy Statement is replaced in its entirety with the following:

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The following disclosure supplements the disclosure on page 9 of the Definitive Proxy Statement concerning the Legal

Proceedings Regarding the Merger.

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The following disclosure supplement is added following the fourth sentence of the first paragraph on page 30 of the Definitive Proxy Statement concerning the Effect of the Merger.

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The fifth sentence in the paragraph with the heading “Illustrative Discounted Cash Flow Analysis” on page 50 of the Definitive Proxy Statement is replaced in its entirety with the following:

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The following supplemental disclosure is added following the third sentence of the first paragraph on page 54 of the Definitive Proxy Statement concerning the Projections Prepared by Compuware’s Management.

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The following disclosure supplements the disclosure on pages 54-56 of the Definitive Proxy Statement concerning the Projections Prepared by Compuware’s Management.

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PLOOLRQLQ

The second sentence in the paragraph with the heading “Financing of the Merger” on page 61 of the Definitive Proxy Statement is replaced in its entirety with the following:

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The following disclosure supplements the discussion on page 69 of the Definitive Proxy Statement concerning the Legal

Proceedings Regarding the Merger.

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ADDITIONAL INFORMATION AND WHERE TO FIND IT

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FORWARD-LOOKING STATEMENTS

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