<PAGE>   1

                                                                    EXHIBIT 3.20

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.



When considering what action you should take, you are recommended immediately to
seek your own financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial
Services Act 1986.





If you have sold or otherwise transferred all of your CODA Shares, please send
this document, together with the accompanying documents, as soon as possible to
the purchaser or transferee, or to the stockbroker, bank or other agent through
whom the sale or transfer was effected for onward transmission to the purchaser
or transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT BE FORWARDED OR TRANSMITTED IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, SUBJECT TO CERTAIN
EXCEPTIONS.



--------------------------------------------------------------------------------

Recommended Offer





                                       by

                           Goldman Sachs International

                                  on behalf of

                                Baan Company N.V.

                                       for

                               The CODA Group plc

--------------------------------------------------------------------------------



A letter of recommendation from the Chairman of The CODA Group plc is set out on
pages 3 to 5 of this document.

Completed Forms of Acceptance should be returned as soon as possible, but, in
any event, so as to be received by no later than 3.00 p.m. on Friday, 3 April
1998. The procedure for acceptance of the Offer is set out on pages 12 to 15 of
this document and in the accompanying Form of Acceptance.

The new Baan Shares to be issued pursuant to the Offer are bearer shares
tradeable on the Amsterdam Stock Exchange and have not been, and will not be,
registered under the United States Securities Act of 1933 or any state laws of
the United States (and the relevant clearances have not been, and will not be,
obtained from the securities commission of Japan, any province of Canada or any
state of Australia) and may not be offered, sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia or Japan, except
pursuant to exemptions from the applicable requirements of such jurisdictions.

Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited is



<PAGE>   2

acting for Baan and for no one else in connection with the Offer and will not be
responsible to anyone other than Baan for providing the protections afforded to
its customers or for giving advice in relation to the Offer.

Lazard Brothers, which is regulated by The Securities and Futures Authority
Limited, is acting for CODA and for no one else in connection with the Offer and
will not be responsible to anyone other than CODA for providing the protections
afforded to its customers or for giving advice in relation to the Offer.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
LETTER FROM THE CHAIRMAN OF CODA..........................................         3
LETTER FROM THE PRESIDENT AND CHIEF OPERATING OFFICER OF BAAN.............         6
LETTER FROM GOLDMAN SACHS INTERNATIONAL...................................         7
   1. Introduction........................................................         7
   2. The Offer ..........................................................         7
   3. Accounting Treatment ...............................................         8
   4. Financial Effects of Acceptance ....................................         9
   5. Information on Baan and current trading ............................         9
   6. Information on CODA and current trading ............................        10
   7. Background to and reasons for the Offer ............................        10
   8. Management and Employees ...........................................        10
   9. CODA Share Option Schemes ..........................................        10
   10. Taxation ..........................................................        10
   11. Procedures for the acceptance of the Offer ........................        12
   12. Settlement ........................................................        15
   13. Further Information ...............................................        16
   14. Action to be Taken ................................................        16
Appendix I: Conditions and Further Terms of the Offer.....................       I-1
Appendix II: Financial information on Baan................................      II-1
Appendix III: Financial information on CODA...............................     III-1
Appendix IV: Additional information.......................................      IV-1
</TABLE>


                          EXPECTED TIMETABLE OF EVENTS

Announcement of the Offer                      Monday, 23 February 1998
Posting of the Offer Document                  Friday, 13 March 1998
First Closing Date of the Offer                3.00 p.m. on Friday, 3 April 1998


                                 RULE 8 NOTICES

        Any person who, alone or acting together with any other person(s)
pursuant to any agreement (formal or informal), owns or controls, or becomes the
owner or controller of, directly or indirectly, 1 per cent, or more of the CODA
Shares or the Baan Shares is required, under the provisions of Rule 8 of the
Code, to notify the Company Announcements Office of the London Stock Exchange,
which will notify the Panel and the United Kingdom press, of every dealing in
any CODA Shares or Baan Shares until such time as the Offer is declared
unconditional as to acceptances or lapses, in accordance with Rule 8. Dealings
by "associates" (within the meaning of the Code) of Baan or CODA in Baan Shares
or CODA Shares until such time must also be disclosed. Please consult your legal
adviser if you believe Rule 8 may be applicable to you.

Directors:

Colin S. Gaskell (Non-Executive Chairman)
Robert N. Brown (Chief Executive)
Donna M. Angiulo (Chief Finance Director)



<PAGE>   3

Phillip G. Dawes (Senior Vice-President)
David J. Eggleton (Non-Executive Director)
William O. Grabe (Non-Executive Director)

                                                                   13 March 1998

To CODA Shareholders and, for information only, to participants in the CODA
Share Option Schemes

Dear Shareholder,

                       RECOMMENDED OFFER ON BEHALF OF BAAN

INTRODUCTION

The Boards of CODA and Baan announced on 23 February 1998 that they had reached
agreement on the terms of a recommended Offer to be made by Goldman Sachs
International on behalf of Baan, for the whole of the issued share capital of
CODA. I am writing to explain the background to the Offer and the reasons why
CODA's Independent Directors consider that the terms of the Offer are fair and
reasonable and are unanimously recommending that you accept the Offer.

TERMS OF THE OFFER

The Offer, which is set out in the letter from Goldman Sachs International
beginning on page 7 of this document, is being made on the following basis:

                   FOR EACH CODA SHARE 0.0695 NEW BAAN SHARES

and so in proportion for any other number of CODA Shares held, except that
fractions of new Baan Shares will be rounded down to the nearest whole number of
new Baan Shares and any fractional entitlement ignored.

On the basis set out below, the Offer values the whole of the existing issued
share capital of CODA at approximately Pound Sterling 52.9 million. The Offer
represents a premium of 15.5 per cent. over the closing middle market price of a
CODA Share of 164.5 pence on 20 February 1998 (the latest dealing day prior to
the announcement of the Offer).

                               REGISTERED OFFICE:

    THE CODA GROUP PLC, CARDALE PARK, BECKWITH HEAD ROAD, HARROGATE HG3 1RY,
  TELEPHONE: +44(0) 1429 609999 FAX +44(0) 1423 590524 WWW.CODA-FINANCIALS.COM

    ATLANTA, BASINGSTROKE, BRUSSELS, BUDAPEST, CHICAGO, CINCINNATI, DALLAS,
  FRANKFURT, HARROGATE, HENDON, HONG KONG, MANCHESTER NH, MEXICO D.F., MILAN.
    MINNEAPOLIS, MUNICH, PARIS, PRAGUE, REYKJAVIK, SAN DIEGO, SAN FRANCISCO,
                     SEATTLE, SINGAPORE, STOCKHOLM, SYDNEY

           VAT REG. NO. GB 613430285 REGISTERED IN ENGLAND NO. 2841776



<PAGE>   4
The Offer of 0.0695 new Baan Shares for each CODA Share values each CODA Share
at 190 pence and each Baan Share at NLG 92 (Pound Sterling 27.357 at the
exchange rate of NLG 3.363 = Pound Sterling 1 prevailing on 20 February 1998),
based on the per share closing price of Baan Shares on the Amsterdam Stock
Exchange on 20 February 1998.

The new Baan Shares to be issued pursuant to the Offer will be issued only in
bearer form and will rank pari passu with the existing common shares of Baan,
including the right to receive all dividends declared, made or paid after 23
February 1998.

BACKGROUND TO AND REASONS FOR RECOMMENDING THE OFFER



Your board believes that CODA and Baan make an excellent fit together. An
integrated CODA-Financials software product with the Baan ERP product will meet
the needs of those customers requiring extensive corporate accounting
capabilities and will significantly improve Baan's existing finance offering.

Under Baan's ownership, CODA will prosper more quickly and with more certainty,
given the financial strength, critical mass and synergies with Baan.

UNDERTAKINGS TO ACCEPT THE OFFER

Your Directors have undertaken to accept the Offer in respect of their own
holdings, in aggregate of 139,698 CODA Shares representing approximately 0.5 per
cent. of CODA's existing issued share capital.

Baan has received further undertakings to accept the Offer from General Atlantic
Partners in respect of its shareholding 5,253,570 CODA Shares, representing
approximately 18.9 per cent. of the issued share capital of CODA and from
founders of CODA and their associates in respect of a further 8,539,543 CODA
Shares, representing approximately 30.7 per cent.

In aggregate, therefore, Baan has received irrevocable undertakings to accept
the Offer, which will continue to be binding even in the event of a higher offer
being made for CODA, in respect of not less than 13,932,811 CODA Shares,
representing approximately 50.1 per cent. of CODA's issued share capital.

MANAGEMENT AND EMPLOYEES

Baan intends that the existing employment rights, including pension rights, of
the management and employees of CODA will be fully safeguarded.

CODA SHARE OPTION SCHEMES

The Offer will extend to any shares in CODA issued or unconditionally allotted
before the date on which the Offer closes (or by such earlier date as Baan may,
subject to the Code, determine) including those issued or allotted as a result
of the exercise of options granted under the CODA Share Option Schemes prior to
the date on which the Offer closes.

To the extent that such options are not exercised and taking due account of
applicable Dutch securities laws and regulations, and if the Offer becomes or is
declared unconditional in all respects, Baan will make appropriate proposals to
option holders under the CODA Share Option Schemes in due course.

ACTION TO BE TAKEN




<PAGE>   5

Your attention is drawn to pages 12 to 15 of this document and to the Form of
Acceptance, which sets out the procedure for acceptance of the Offer.

In order to accept the Offer, you should complete and return the enclosed Form
of Acceptance in accordance with the instructions printed thereon, so as to be
received as soon as possible, but in any event no later than 3.00pm on Friday, 3
April 1998. A reply-paid envelope is enclosed for your use.



<PAGE>   6

RECOMMENDATION

Mr William Grabe, who is a member of the Supervisory Board of Baan and a
managing member of General Atlantic Partners, a major CODA Shareholder and a
shareholder of Baan, as well as a director of CODA, has not participated in the
decision of the board of directors of CODA to recommend the Offer, nor in the
decision of the Supervisory Board of Baan to approve the making of the Offer.

The directors of CODA (apart from Mr William Grabe), who have been so advised by
Lazard Brothers, their financial advisers, consider the terms of the Offer to be
fair and reasonable. In providing advice to the directors of CODA, Lazard
Brothers has taken into account the directors' commercial assessments.

The CODA Independent Directors unanimously recommend shareholders to accept the
Offer as they have irrevocably undertaken to do in respect of their entire
beneficial holdings amounting to 139,698 CODA Shares, representing 0.5 per cent.
of the issued share capital of CODA.

                                        Yours sincerely,
                                        Colin Gaskell
                                        Chairman



<PAGE>   7



                                                                    Baan Company
                                                               Baan Company N.V.
                                                                Zonneoordiaan 17
                                                                    P.O. Box 250
                                                                     6710 BG Ede
                                                                 The Netherlands
                                                     Telephone +31 (0)318 696666
                                                           Fax +31 (0)318 651544

                                                      Baron von Baggellstreet 89
                                                                    P.O. Box 143
                                                               3770 AC Barnevelo
                                                                 The Netherlands
                                                     Telephone +31 (0)342 428888
                                                           Fax +31 (0)342 428822

                                                                   13 March 1998

To CODA Shareholders and, for information only, to participants in the CODA
Share Option Schemes

Dear CODA Shareholder,

                           RECOMMENDED OFFER FOR CODA



On 23 February 1998, Baan and CODA announced the terms of a recommended share
for share offer to be made on behalf of Baan for the whole of the issued share
capital of CODA, valuing CODA at approximately Pound Sterling 52.9 million.

The letter from Goldman Sachs International, set out on pages 7 to 16 of this
document, provides further details of our Offer.

We believe that the Offer is in the best interests of CODA Shareholders,
employees and customers for the following reasons:

        o       the Offer represents a premium of 15.5 per cent. to the CODA
                share price prior to the announcement of our Offer and a 27 per
                cent. premium to the average CODA share price (of 149 pence)
                over the 12 months prior to the announcement of the Offer;

        o       the Offer gives CODA Shareholders the opportunity to continue to
                participate in the exciting opportunities resulting from the
                continuing evolution of the business management software
                industry and to share in the benefits which we believe can be
                achieved through the combination of CODA and Baan; and

        o       the Offer gives CODA's management and employees the opportunity
                to continue to develop the CODA-Financials software product and
                to integrate CODA-Financials with the Baan ERP product,
                supported by the resources and critical mass of the Baan Group.

Baan is a leading provider of business management software, headquartered in the
Netherlands and in the United States, with a market capitalisation of over Pound
Sterling 5 billion.

We are delighted that the CODA Independent Directors have recommended our Offer.
We urge you to accept our Offer as soon as possible so that we can welcome
CODA's management and employees to the Baan Group and start working to deliver
the benefits of the combination.

To accept our Offer, return your Form of Acceptance so as to be received no
later than 3.00 p.m. on Friday, 3 April 1998. Details of how to accept the Offer
are set out on pages 12 to 15 of this document and in the Form of Acceptance.




<PAGE>   8

                                Yours sincerely,

                                   Tom Tinsley

                  President and Chief Operating Officer of Baan

                                              Handelsregister Arnhern 090 49 765
                                                           ABN-AMRO 48 43 68 109
                                                              ABN-AMRO Giro 2900
                                                     VAT no. NL 80.03.42.033.B04



<PAGE>   9

Goldman Sachs International, Peterborough Court, 133 Fleet Street,
--------------------------------------------------------------------------------
London EC4A 2BB, England Tel: 0171-774 1000,
Telex: 94015777, Cable: GOLDSACHS LONDON


Regulated by The Securities and Futures Authority Limited


                                                                   13 March 1998

To CODA Shareholders and, for information only, to participants in the CODA
Share Option Schemes

Dear CODA Shareholder,

                       RECOMMENDED OFFER ON BEHALF OF BAAN



1 INTRODUCTION

        On 23 February 1998, it was announced that the boards of Baan and CODA
had reached agreement on the terms of a recommended share for share offer to be
made by Goldman Sachs International, on behalf of Baan, to acquire the whole of
the issued share capital of CODA. This letter contains the formal Offer. On the
basis set out below the Offer values each CODA Share at approximately 190 pence,
valuing the whole of the existing issued share capital of CODA at approximately
Pound Sterling 52.9 million.

        Your attention is drawn to the letters from the Chairman of CODA and the
President and Chief Operating Officer of Baan, set out on pages 3 to 6 of this
document, which explain the background to, reasons for and benefits of the
Offer.

        The CODA Directors have undertaken to accept the Offer in respect of
their own holdings, in aggregate of 139,698 CODA Shares, representing
approximately 0.5 per cent. of CODA's existing issued share capital.

        Baan has received further undertakings to accept the Offer from a major
CODA Shareholder, General Atlantic Partners in respect of its shareholding of
5,253,570 CODA Shares, representing approximately 18.9 per cent. of the issued
share capital of CODA and from founders of CODA and their associates in respect
of a further 8,539,543 CODA Shares, representing approximately 30.7 per cent. of
the issued share capital of CODA.

        In aggregate, therefore, Baan has received irrevocable undertakings to
accept the Offer, which will continue to be binding even in the event of a
higher offer being made for CODA's Shares, in respect of not less than
13,932,811 CODA Shares, representing approximately 50.1 per cent. of CODA's
issued share capital. Baan does not currently own any CODA Shares.

2 THE OFFER

        On behalf of Baan, Goldman Sachs International hereby offers to acquire,
on the terms and subject to the conditions set out below and in Appendix I and
in the Form of Acceptance, all of the CODA Shares on the following basis:



<PAGE>   10

        for each CODA Share                   0.0695 new Baan Shares


and so in proportion for any other number of CODA Shares held, except that
fractions of Baan Shares will be rounded down to the nearest whole number of
Baan Shares and any fractional entitlement ignored. The Offer will extend to any
CODA Shares currently in issue or unconditionally allotted or issued prior to
the date on which the Offer closes (or such earlier date as Baan may, subject to
the Code, decide).

        The Offer of 0.0695 new Baan Shares for each CODA Share values each CODA
Share at 190 pence and each Baan Share at NLG 92 (Pound Sterling 27.357 at the
exchange rate of NLG 3.363 = Pound Sterling 1 prevailing on 20 February 1998),
based on the per share closing price of Baan Shares on the Amsterdam Stock
Exchange on 20 February 1998.

        On the basis set out above, the Offer represents a premium of 15.5 per
cent. over the closing middle market price of a CODA Share of 164.5 pence on 20
February 1998 (being the latest dealing day prior to the announcement of the
Offer), Acceptance in full of the Offer will result in the issue of
approximately 1.9 million new Baan Shares, representing approximately 1.0 per
cent. of the enlarged issued and outstanding share capital of Baan.

        The new Baan Shares to be issued pursuant to the Offer will be issued
only in bearer form and will rank pari passu with the existing common shares of
Baan, including the right to receive all dividends declared, made or paid after
23 February 1998. Application will be made to list the new Baan Shares to be
issued pursuant to the Offer on the Amsterdam Stock Exchange. Baan Shares can be
held either in bearer form or in registered form at the request of the
shareholders but only Baan Shares in bearer form can be used to settle trades
effected through the Amsterdam Stock Exchange. Baan's New York registry shares
may be traded only on the Nasdaq National Market and only its bearer shares may
be traded on the Amsterdam Stock Exchange. Baan will instruct its New York
transfer agent to place "stop transfer" instructions, effective for a period of
one year after the close of the Offer, on any New York registry shares that are
requested to be issued to a former CODA Shareholder in exchange for bearer
shares issued pursuant to the Offer. Further information about Baan Shares is
set out in paragraph 12 of this letter and in paragraph 5 of Appendix IV.

        The CODA Shares will be acquired by Baan fully paid and free from all
liens, equities, charges, encumbrances and other interests and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions (if any) declared, made or paid
after 23 February 1998.

        The conditions and further terms of the Offer are set out in Appendix I
to this document. The Offer is subject to the applicable requirements of the
City Code.

        The attention of overseas shareholders is drawn to paragraph 11(e) of
this letter, and to paragraph 6 of Part B and paragraph (iii) of Part C of
Appendix I.

3 ACCOUNTING TREATMENT

        It is a condition of the Offer that Baan has not discovered that any
event has occurred (whether before or after the date of the Offer) or other
circumstances subsist at the date on which the Offer becomes or is declared
unconditional in all respects that could or might result in the acquisition of
CODA not being treated as a pooling of interests in accordance with generally
accepted accounting principles in the United States. Under this accounting
treatment, the accounts of Baan and the accounts of CODA will be combined after
the Offer becomes or is declared unconditional in all respects.




<PAGE>   11

        In order that the acquisition of CODA will be treated as a pooling of
interests under the United States generally accepted accounting principles, the
directors of CODA and certain shareholders of CODA have agreed to certain sale
limitations on their CODA Shares and, when issued, the Baan Shares received
pursuant to the Offer and related proposals to optionholders. These restrictions
relate to approximately 41.6 per cent. of the Baan Shares which will be issued
to CODA Shareholders (assuming full acceptance of the Offer).

        In addition, directors, certain officers and other affiliates of Baan
will also be subject to the same sale limitations.

        The sale limitations remain in place until the financial results of the
combined operations of Baan and CODA covering a period of at least 30 days are
publicly released by Baan. These results are expected to form part of the
financial results of Baan for the quarter ending 30 June 1998. Baan intends to
release its results for such quarter in its customary timeframe for announcing
quarterly earnings, typically late in the first month for the subsequent
quarter, or July 1998.

4 FINANCIAL EFFECTS OF ACCEPTANCE

        The following table sets out, for illustrative purposes only, and on the
bases and assumptions stated below, the financial effect on capital value and
gross income for a holder of 100 CODA Shares accepting the Offer if the Offer
becomes or is declared unconditional in all respects:





<TABLE>
<CAPTION>
                                                                     POUND STERLING
                                                                     --------------
<S>                                                                  <C>
(a) Capital Value
Market Value of 6.95 new Baan Shares (i)                                   190.1
Market Value of 100 CODA Shares (ii)                                       164.5
Increase in capital value                                                   25.6
This represents an increase of                                              15.5%

                                                                     POUND STERLING
(b) Capital Gross Income
Gross income from 6.95 new Baan Shares (iii)                                  --
Gross income from 100 CODA Shares (iv)                                        --
Effect on gross income                                                 unchanged
</TABLE>


Notes:

(i)     The market value attributable to one Baan Share is Pound Sterling
        27.357, based on the per share closing price of NLG 92 (Pound Sterling
        27.357 at the exchange rate of NLG 3.363= Pound Sterling 1 prevailing on
        20 February 1998) per Baan Share on the Amsterdam Stock Exchange on 20
        February 1998 (the last dealing day prior to the announcement of the
        Offer). The market value attributable to one Baan Share is Pound
        Sterling 26.408, based on the per share closing price of NLG 89.8 (Pound
        Sterling 26.408 at the exchange rate of NLG 3.400 = Pound Sterling 1
        prevailing on 11 March 1998) per Baan Share on the Amsterdam Stock
        Exchange on 11 March 1998 (the latest practicable date prior to
        publication of this document). On that basis the Offer values each CODA
        Share at 184 pence.

(ii)    The market value attributable to one CODA Share is 164.5 pence, based on
        the closing middle market price as derived from the Official List on 20
        February 1998.

(iii)   Baan did not pay a dividend to its shareholders in respect of the year
        ended 31 December 1996 and does not propose to pay a dividend in respect
        of the year ended 31 December 1997.

(iv)    No dividend has been paid on CODA Shares since that in respect of the
        year ended 31 October 1994. CODA has



<PAGE>   12

        stated that it does not intend to pay any dividend in respect of the
        year ended 31 October 1997.

(v)     No account has been taken of any liability to taxation or for the
        treatment of fractional entitlements.

5 INFORMATION ON BAAN AND CURRENT TRADING

        Business description

        Baan is a leading provider of business management software. Baan
delivers its comprehensive business management software to companies in various
markets, including the transportation, process engineering, manufacturing,
distribution and other project-based markets. Baan's customers use its software
to control and automate business processes, ranging from accounting, order
management and inventory procurement to manufacturing of finished-goods
delivery. Baan has adopted a strategy of periodically reinventing its products,
thereby enabling the consistent delivery of state-of-the-art solutions meeting
the requirements of Baan's customers. More than 2,800 customer systems use Baan
in around 4,800 sites worldwide.

        Founded in 1978, Baan is headquartered in The Netherlands and the United
States. Baan's common shares are listed on the Amsterdam Stock Exchange and
quoted on the Nasdaq National Market. Baan had a market capitalisation of NLG
17.8 billion ($8.6 billion at the exchange rate of NLG 2.056 = $1 prevailing on
20 February 1998) as of 20 February 1998, based on the per share closing price
of NLG 92 per Baan Share on the Amsterdam Stock Exchange on that date.

        FINANCIAL INFORMATION

        For the year ended 31 December 1997, Baan recorded pro forma net income
excluding restructuring and other charges of $85.4 million (1996: $36.6 million)
based on revenues of $684 million (1996: $415 million).

        Since the preliminary statement of results on 29 January 1998, trading
has been in line with budget.

        Further financial information on Baan is set out in Appendix I.

6 INFORMATION ON CODA AND CURRENT TRADING

        CODA is a supplier of international financial accounting software
designed for open, client/server systems. CODA software serves a wide variety of
industries including finance, communications and media, and manufacturing.

        CODA is based in the United Kingdom with headquarters in Harrogate,
North Yorkshire. CODA operates internationally from a network of offices across
Europe, the Americas and Asia Pacific. CODA has over 500 employees.

        For the year ended 31 October 1997, CODA recorded a pre-tax loss of
Pound Sterling 1.8 million on turnover of Pound Sterling 41.2 million. At 31
October 1997, CODA's shareholders' funds amounted to Pound Sterling 3 million.

        Since the announcement of the preliminary results on 8 January 1998,
trading has been in line with budget.

        Further financial information on CODA is set out in Appendix III.

7 BACKGROUND TO AND REASONS FOR THE OFFER

        Baan's management has for some time recognised the importance of
developing a presence in the area of standalone financial software and enhancing
the capabilities of Baan's current finance products for its ERP customers. The
acquisition of CODA will provide Baan with access to a leading financial
software product as well as CODA's considerable functional expertise to help
enhance its current finance products. The CODA-Financials software product is an
open, interactive financial and management information system, which provides
users with tools to manage and control the financial information of a business
using an integrated software application. CODA's strategy has focused on growing
the customer base for its products and in building its presence in international
markets, in particular the United States. Baan's intention with the acquisition
of CODA is threefold: to improve significantly Baan's ability to compete in the
standalone financials



<PAGE>   13

marketplace; to integrate the CODA-Financials software product with the Baan ERP
product to meet the needs of those customers requiring extensive corporate
accounting capabilities; and continually to enhance Baan's existing finance
offering for Baan's ERP customers. CODA's product, management and employees will
be central to Baan's implementation of this three element plan.

8 MANAGEMENT AND EMPLOYEES

        Baan intends that the existing employment rights, including pension
rights, of the management and employees of CODA will be fully safeguarded.

9 CODA SHARE OPTION SCHEMES

        The Offer will extend to any shares in CODA issued or unconditionally
allotted before the date on which the Offer closes (or by such earlier date as
Baan may, subject to the Code, determine) including those issued or allotted as
a result of the exercise of options granted under the CODA Share Option Schemes
prior to the date on which the Offer closes.

        To the extent that such options are not exercised and taking due account
of applicable Dutch securities laws and regulations, and if the Offer becomes or
is declared unconditional in all respects, Baan will make appropriate proposals
to optionholders under CODA Share Option Schemes in due course.

10 TAXATION

        United Kingdom Taxation

        The following paragraphs, which are intended as a general guide only and
are based on current legislation and Inland Revenue practice (which may change),
summarise the United Kingdom taxation implications for CODA Shareholders who are
resident or ordinarily resident in the United Kingdom, are the beneficial owners
of their CODA Shares for tax purposes and hold their CODA Shares as investments
and not as trading stock. ANY CODA SHAREHOLDER OR HOLDER OF OPTIONS UNDER THE
CODA SHARE OPTION SCHEMES WHO IS IN ANY DOUBT AS TO HIS OWN TAX POSITION, OR IS
SUBJECT TO TAXATION IN A JURISDICTION OTHER THAN THE UNITED KINGDOM, IS STRONGLY
RECOMMENDED TO SEEK HIS OWN PERSONAL FINANCIAL ADVICE.

        (a)     TAXATION OF CAPITAL GAINS



                Liability to United Kingdom taxation in respect of capital gains
        will depend on the individual circumstances of a CODA Shareholder.

                A CODA Shareholder who, alone or together with connected
        persons, holds not more than five per cent. of the total nominal value
        of all the CODA Shares will not be treated as disposing of his CODA
        Shares for the purposes of United Kingdom tax on capital gains where, as
        a result of his acceptance of the Offer, he exchanges those shares for
        new Baan Shares. Instead, the CODA Shares and the new Baan Shares will
        be treated as the same assets acquired at the time the CODA Shares were
        acquired. Other CODA Shareholders should note that an application for
        clearance has been made to the Board of the Inland Revenue under section
        138 of the Taxation of Chargeable Gains Act 1992. If this clearance is
        given, any such shareholder should also be treated in the manner
        described above.



<PAGE>   14

                A subsequent disposal of all or any of the new Baan Shares may,
        depending on individual circumstances, give rise to a liability to
        United Kingdom tax on capital gains. An individual shareholder who is
        resident or ordinarily resident but not domiciled in the United Kingdom
        and whose new Baan Shares are not situated in the United Kingdom will be
        liable to United Kingdom capital gains tax only to the extent that
        chargeable gains made on the disposal of such shares are remitted or
        deemed to be remitted to the United Kingdom.

        (b)     TAXATION OF DIVIDENDS

                Dividends received from Dutch companies are subject to a
        withholding tax of 25 per cent. Some or all of this withholding tax may
        be recoverable from the Dutch tax authorities pursuant to the provisions
        of the double taxation treaty between the United Kingdom and the
        Netherlands.

                A shareholder who is resident in the United Kingdom for tax
        purposes will generally be subject to United Kingdom income tax or
        corporation tax, as the case may be, on the gross amount of any
        dividends paid by Baan in respect of the new Baan Shares before
        deduction of any Dutch tax withheld. Dutch withholding tax withheld from
        the payment of a dividend (and not recoverable from the Dutch tax
        authorities) will generally be available as a credit against income tax
        or corporation tax payable by the shareholder in respect of the
        dividend. An individual shareholder who is resident, but not domiciled,
        in the United Kingdom, will be liable to United Kingdom income tax only
        to the extent that dividends paid by Baan are remitted or deemed to be
        remitted to the United Kingdom.

                A collecting agent in the United Kingdom who either (1) acts as
        a custodian of the new Baan Shares and receives dividends or directs
        that dividends be paid to another person or consents to such a payment;
        or (2) collects or secures payment of dividends on new Baan Shares for a
        Baan Shareholder (except by means of clearing a cheque or arranging for
        the clearing of a cheque) will generally be required to deduct from
        dividends an amount representing United Kingdom tax at the lower rate
        (currently 20 per cent) unless the person beneficially entitled to the
        dividends and the related new Baan Shares is not resident in the United
        Kingdom and has provided a valid declaration in the appropriate form to
        the collecting agent as specified by regulations. Tax may be deducted by
        such a Collecting Agent at a reduced rate to give credit for Dutch
        withholding tax.

        (c)     INHERITANCE TAX

                United Kingdom inheritance tax may be chargeable on the death
        of, or in certain circumstances on a gift of new Baan Shares by, the
        owner of the shares, where the owner is an individual who is domiciled
        or deemed to be domiciled in the United Kingdom or the shares are
        situated in the United Kingdom at the time of the death or gift. Shares
        in bearer form may be situated in the United Kingdom and thus be brought
        into the charge to United Kingdom inheritance tax.

        (d)     STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")



        (i)     Stamp duty on the issue of new Baan Shares

                No United Kingdom stamp duty or stamp duty reserve tax will be
        payable by CODA Shareholders on the issue of the new Baan Shares in
        exchange for CODA Shares.

        (ii)    Stamp duty on the transfer of new Baan Shares


<PAGE>   15

                No United Kingdom stamp duty will be payable on a transfer of
        any new Baan Shares in bearer form which takes place by delivery. United
        Kingdom stamp duty will be payable on a transfer of any new Baan Shares
        in respect of which any instrument of transfer is executed in the United
        Kingdom. No United Kingdom stamp duty will be payable in connection with
        a transfer of shares in registered form executed and retained outside
        the United Kingdom.

        (iii)   Stamp duty reserve tax on the transfer of new Baan Shares

                No United Kingdom stamp duty reserve tax will be payable in
        respect of any agreement to transfer new Baan Shares unless they are
        registered in a register kept in the United Kingdom on behalf of Baan.

        DUTCH TAXATION

                The following paragraphs, which are intended as a general guide
        only and based on current Dutch tax law and the provisions of the
        current double taxation treaty between the United Kingdom and the
        Netherlands (the "Treaty"), summarise the Dutch tax implications of
        holding and disposing of new Baan Shares for shareholders who:

        (i)     are resident in the United Kingdom;

        (ii)    are the beneficial owners of their new Baan Shares for tax
                purposes;

        (iii)   own less than 10 per cent. of the class of share in respect of
                which any dividends are paid; and

        (iv)    do not have a permanent establishment or perform independent
                personal services from a fixed base in the Netherlands with
                which their shareholding is connected.

                It is assumed that the new Baan Shareholder will qualify for the
        benefits of the Treaty and this will normally be the case.

                Any new Baan Shareholder who is in any doubt as to his own tax
        position, or is subject to taxation in a jurisdiction other than the
        United Kingdom, is strongly urged to seek his own personal financial
        advice.

        (a)     TAXATION OF DIVIDENDS

                A 25 per cent. Dutch withholding tax is deducted at source from
        dividends paid by a Dutch company. However, by virtue of Article 10 of
        the Treaty, this withholding tax is reduced to 15 per cent. for
        shareholders who do not beneficially own 25 per cent. or more of the
        voting power in the company. Forms for the repayment of Dutch tax
        withheld or the making of a direction that Dutch tax should be withheld
        at a reduced rate can be obtained from either the Dutch tax authorities
        or the United Kingdom tax authorities. Apart from the Dutch tax withheld
        at source, a resident of the United Kingdom has no further Dutch tax
        liability in respect of dividends paid by Baan.

        (b)     TAXATION OF CAPITAL GAINS

                Non-resident companies are not generally liable to Dutch
        corporate income tax on capital gains derived from the disposal of
        shares in a Dutch company. A non-resident individual would be liable to
        Dutch income tax on capital gains derived from a substantial holding (at
        least 5 per cent. of the shares) in a Dutch Company, but this is
        overridden by Article 13 of the Treaty which provides that no Dutch tax
        is to be levied on gains derived from the disposal of shares in a Dutch
        company by a resident of the United Kingdom. This Article does not apply
        to individuals resident in the United Kingdom who dispose of their
        shares and have been residents of the Netherlands at any time during the
        five years immediately preceding the disposal.



<PAGE>   16

11 PROCEDURES FOR ACCEPTANCE OF THE OFFER

        This section should be read in conjunction with the instructions and
notes on the Form of Acceptance.

(a)     HOW TO ACCEPT THE OFFER AND COMPLETE THE FORM OF ACCEPTANCE



        (i) To accept the Offer, the Form of Acceptance must be completed and
returned, whether or not your CODA Shares are in CREST.

        (ii) You should note that if you hold CODA Shares in both certificated
and uncertificated form you should complete separate Forms of Acceptance for
each holding. In addition, you should complete separate Forms of Acceptance for
CODA Shares held in uncertificated form, but under different member account IDs,
and for CODA Shares held in certificated form but under different designations.
Additional Forms of Acceptance are available from Northern Registrars, Northern
House, Penistone Road, Fenay Bridge, Huddersfield, West Yorkshire HD8 0LA
(telephone number 01484 606664). The completed Form of Acceptance together, if
your CODA Shares are in certificated form (i.e. not in CREST), with your share
certificate(s) for your CODA Shares and/or other document(s) of title should be
returned by post or by hand to Northern Registrars, at the address set out
above, in each case as soon as possible but in any event so as to be received no
later than 3:00 p.m. on Friday, 3 April 1998. A reply paid envelope is enclosed
for your convenience. No acknowledgement of receipt of documents will be given.
The instructions printed on the Form of Acceptance shall be deemed to form part
of the terms of the Offer.

        (iii) If your CODA Shares are in certificated form but your share
certificate(s) and/or other document(s) of title is/are not readily available or
is/are lost, you should nevertheless complete, sign and lodge the Form of
Acceptance as stated in sub-paragraph 11(a)(ii) above so as to be received by
Northern Registrars not later than 3:00 pm. on Friday, 3 April 1998, together
with any share certificate(s) and/or other document(s) of title which you may
have available, accompanied by a letter stating that the balance will follow or
that you have lost one or more of your share certificate(s) and/or other
document(s) of title. You should then arrange for the relevant share
certificate(s) and/or other document(s) of title to be forwarded as soon as
possible thereafter. No acknowledgment of the receipt of documents will be
given. If you have lost your share certificates and/or other documents of title,
you should write as soon as possible to Northern Registrars (at the address set
out in sub-paragraph 11(a)(ii) above) for a letter of indemnity for the lost
share certificate(s) and/or other document(s) of title which, when completed in
accordance with the instructions given, should be returned to Northern
Registrars.

        (iv) To accept the Offer in respect of all your CODA Shares, you must
complete Boxes 1 and 3 and, if your CODA Shares are in CREST, Box 4 of the
enclosed Form of Acceptance. In all cases you must sign Box 2 of the Form of
Acceptance in the presence of a witness, who should also sign in accordance with
the instructions printed thereon.

        (v) To accept the Offer in respect of less than all your CODA Shares,
you must insert in Box 1 on the Form of Acceptance such lesser number of CODA
Shares in respect of which you wish to accept the Offer in accordance with the
instructions printed thereon. You should then follow the procedure set out in
sub-paragraph 11(a)(iv) above in respect of such lesser number of CODA Shares.
If you do not insert a number in Box 1, your acceptance will be deemed to be in
respect of all of the CODA Shares held by you.

        (vi) You must insert in Box 7 of the Form of Acceptance full details of
the securities account in which you wish to be credited with your new Baan
Shares. If you do not have any such securities account, leave Box 7 blank, in
which case ABN AMRO Bank N.V. will open a securities account in your name in
which to hold the new Baan Shares to which you may become entitled under the
Offer.

(b)     ADDITIONAL PROCEDURES FOR CODA SHARES IN UNCERTIFICATED FORM (THAT IS,
        IN CREST)



<PAGE>   17

        If your CODA Shares are in uncertificated form, you should insert in Box
4 of the enclosed Form of Acceptance the participant ID and member account ID
under which such shares are held by you in CREST and otherwise complete and
return the Form of Acceptance as described above. In addition, you should take
(or procure to be taken) the action set out below to transfer the CODA Shares in
respect of which you wish to accept the Offer to an escrow balance (that is, a
TTE instruction) specifying Northern Registrars (in its capacity as a CREST
participant under its participant ID referred to below) as the Escrow Agent, as
soon as possible and IN ANY EVENT SO THAT THE TRANSFER TO ESCROW SETTLES NO
LATER THAN 3:00 P.M. ON FRIDAY, 3 APRIL 1998.

        If you are a CREST sponsored member, you should refer to your CREST
sponsor before taking any action. Your CREST sponsor will be able to confirm
details of your participant ID and the member account ID under which your CODA
Shares are held. In addition, only your CREST sponsor will be able to send the
TTE instruction to CRESTCo in relation to your CODA Shares.

        You should send (or, if you are a CREST sponsored member, procure that
your CREST sponsor sends) a TTE instruction to CRESTCo which must be properly
authenticated in accordance with CRESTCo's specifications and which must
contain, in addition to the other information that is required for a TTE
instruction to settle in CREST, the following details:

        (i) the number of CODA Shares to be transferred to an escrow balance;

        (ii) your member account ID. This must be the same member account ID as
the member account ID that is inserted in Box 4 of the Form of Acceptance;

        (iii) your participant ID. This must be the same participant ID as the
participant ID that is inserted in Box 4 of the Form of Acceptance;

        (iv) the participant ID of the Escrow Agent (namely, Northern
Registrars, in its capacity as a CREST Receiving Agent). This is 1RA15;

        (v) the member account ID of the Escrow Agent. This is CODA;

        (vi) the Form of Acceptance reference number. This is the reference
number that appears in box 4 of the Form of Acceptance. This reference number
should be inserted in the first eight characters of the shared note field on the
TTE instruction. Such insertion will enable Northern Registrars to match the
transfer to escrow to your Form of Acceptance. You should keep a separate record
of this reference number for future reference;

        (vii) the intended settlement date. This should be as soon as possible
and in any event no later than 3:00 p.m. on Friday, 3 April 1998;

        (viii) the Corporate Action Number. This is 1;

        (ix) the Corporate Action ISIN which is GB0002077716; and

        (x) input the standard TTE instruction with priority of 80.

        After settlement of the TTE instruction, you will not be able to access
the CODA Shares concerned in CREST for any transaction or charging purposes. If
the Offer becomes or is declared unconditional in all respects, the Escrow Agent
will transfer the CODA Shares concerned to itself in accordance with paragraph
(xi) of Part C of Appendix I of this document.

        You are recommended to refer to the CREST Manual published by CRESTCo
for further information on the CREST procedures outlined above. For ease of
processing, you are requested, wherever possible, to ensure that a




<PAGE>   18

Form of Acceptance relates to only one transfer to escrow.

        If no Form of Acceptance reference number, or an incorrect Form of
Acceptance reference number, is included on the TTE instruction, Baan may treat
any amount of CODA Shares transferred to an escrow balance in favour of the
Escrow Agent specified above from the participant ID and member account ID
identified in the TTE instruction as relating to any Form(s) of Acceptance which
relate(s) to the same participant ID and member account ID (up to the amount of
CODA Shares inserted or deemed to be inserted on the Form(s) of Acceptance
concerned).

        You should note that CRESTCo does not make available special procedures
in CREST for any particular corporate action. Normal system timings and
limitations will therefore apply in connection with a TTE instruction and its
settlement. You should therefore ensure that all necessary action is taken by
you (or by your CREST sponsor) to enable a TTE instruction relating to your CODA
Shares to settle prior to 3:00 p.m. on Friday, 3 April 1998. In this regard, you
are referred in particular to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.

        Baan will make an appropriate announcement if any of the details
contained in this paragraph 11(b) alter for any reason.

(c)     DEPOSITS OF CODA SHARES INTO, AND WITHDRAWALS OF CODA SHARES FROM, CREST

        Normal CREST procedures (including timings) apply in relation to any
CODA Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during the
course of the Offer (whether any such conversion arises as a result of a
transfer of CODA Shares or otherwise). Holders of CODA Shares who are proposing
to convert any such CODA Shares are recommended to ensure that the conversion
procedures are implemented in sufficient time to enable the person holding or
acquiring the CODA Shares as a result of the conversion to take all necessary
steps in connection with an acceptance of the Offer (in particular, as regards
delivery of share certificate(s) or other documents of title or transfers to an
escrow balance as described above) prior to 3:00 p.m. on Friday, 3 April 1998.

(d)     VALIDITY OF ACCEPTANCES

        Baan reserves the right, subject to the provisions of the Code and
without prejudice to Part B of Appendix I of this document, to treat as valid in
whole or in part any acceptance of the Offer which is not entirely in order or
which is not accompanied by the relevant TTE instruction or (as applicable) the
relevant share certificate(s) and/or other document(s) of title. In that event,
no allotment of new Baan Shares under the Offer will be made until after the
relevant TTE instruction has settled or (as applicable) the relevant share
certificate(s) and/or other document(s) of title or indemnities satisfactory to
Baan have been received.

(e)     OVERSEAS SHAREHOLDERS

        The attention of CODA Shareholders who are citizens or residents of
jurisdictions outside the United Kingdom and any person (including, without
limitation, any nominee, custodian or trustee) who may have an obligation to
forward this document outside the United Kingdom, is drawn to paragraph 6 of
Part B and paragraph (iii) of Part C of Appendix I and to the relevant
provisions of the Form of Acceptance. The new Baan Shares have not been and will
not be registered under the United States Securities Act of 1933, as amended, or
under any of the relevant securities laws of any state or other jurisdiction of
the United States (and the relevant clearances have not been and will not be
obtained from the securities commission of any province or territory of Canada,
and no prospectus in relation to the new Baan Shares has been lodged with, or
registered by the Australian Securities Commission or any securities authority
in Japan). Accordingly, unless an exemption under such Act or other laws is


<PAGE>   19

        available, the new Baan Shares may not be offered, sold or delivered,
        directly or indirectly, in or into the United States, Canada, Australia
        or Japan. Any acceptance of the Offer by acceptors who are unable to
        give the warranty set out in paragraph (iii) of Part C of Appendix I is
        liable to be disregarded.

                If you are in any doubt as to the procedure for acceptance,
        please contact Northern Registrars by telephone on 01484 606664 or at
        the address in sub- paragraph 11(a)(ii) above. You are reminded that, if
        you are a CREST sponsored member, you should contact your CREST sponsor
        before taking any action.

12 SETTLEMENT

        Subject to the Offer becoming or being declared unconditional in all
respects (except as provided in paragraph 6 of Part B of Appendix I in the case
of certain overseas CODA Shareholders) settlement of the consideration to which
any CODA Shareholder is entitled under the Offer will be effected (i) in the
case of acceptances received, complete in all respects, by the date on which the
Offer becomes or is declared unconditional in all respects, within 14 days of
such date, or (ii) in the case of acceptances of the Offer received, complete in
all respects, after the date on which the Offer becomes or is declared
unconditional in all respects but while it remains open for acceptance, within
14 days of such receipt, in the following manner.

        New Baan Shares are being issued in bearer form. In respect of CODA
Shares to which CODA Shareholders who do not validly insert full details in Box
7 of the Form of Acceptance may become entitled under the Offer, ABNoAMRO Bank
N.V. will open a securities account at Baan's expense in the name of the
first-registered holder of such CODA Shares (as the same is set out in Box 3 of
the Form of Acceptance) and the Receiving Agent will, no later than the date
indicated above, notify the accepting CODA Shareholder that such account has
been opened (together with account details) and of the amount of new Baan Shares
credited to it. In respect of CODA Shares to which CODA Shareholders validly
completing Box 7 of the Form of Acceptance may become entitled under the Offer,
the Receiving Agent will, no later than the date indicated above, notify the
accepting CODA Shareholder that the securities account nominated by such CODA
Shareholder has been credited with the new Baan Shares to be held on behalf of
such accepting CODA Shareholder specifying the amount of such new Baan Shares.

        Further information about Baan Shares is set out in paragraph 5 of
Appendix IV.

        If the Offer does not become or is not declared unconditional in all
respects (i) completed Form(s) of Acceptance, the share certificate(s) and/or
other document(s) of title will be returned by post (or such other method as may
be approved by the Panel), within 14 days of the Offer lapsing, to the person or
agent whose name and address (outside the United States, Canada, Australia and
Japan) is set out in Box 6 of the Form of Acceptance or, if none is set out, to
the first named holder at his registered address (outside the United States,
Canada, Australia and Japan) and (ii) Northern Registrars will, immediately
after the lapsing of the Offer (or within such longer period, not exceeding 14
days after the Offer lapsing, as the Panel may approve), give TFE instructions
to CRESTCo to transfer all CODA Shares held in escrow balances and in relation
to which it is the escrow agent for the purposes of the Offer to the original
available balances of the CODA Shareholders concerned. All documents and
remittances sent by, to, or from CODA Shareholders or their appointed agents
will be sent at their own risk.

13 FURTHER INFORMATION

        Your attention is drawn to the further information contained in the
Appendices which form part of this document and to the accompanying Form of
Acceptance.

14 ACTION TO BE TAKEN

        YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED FORM OF
ACCEPTANCE AS SOON AS POSSIBLE, BUT IN ANY EVENT SO AS TO ARRIVE BY NO LATER
THAN 3:00 P.M. ON FRIDAY, 3 APRIL 1998.

                                Yours faithfully

                              for and on behalf of


<PAGE>   20

                           Goldman Sachs International

                                 Richard A. Sapp

                                Managing Director



                                   APPENDIX I

                    CONDITIONS AND FURTHER TERMS OF THE OFFER

        The following conditions and further terms apply to the Offer. Reference
to the "Offer" in this Appendix I and in the Form of Acceptance shall, where the
context permits, include any revision or extension of the Offer pursuant to
which the Offer is to be effected. References in this document and in the Form
of Acceptance to the Offer becoming unconditional shall (unless the context
otherwise expressly requires) include references to the Offer becoming or being
declared unconditional. References in this Appendix I to the Offer being or
becoming unconditional shall (unless the context otherwise expressly requires)
be construed as references to the Offer being or becoming unconditional as to
acceptances, whether or not any other condition of the Offer remains to be
fulfilled.

                         PART A: CONDITIONS OF THE OFFER

        The Offer is subject to the following conditions:





(a)     valid acceptances being received (and not, where permitted, withdrawn)
        by not later than 3:00 p.m. on the first closing date of the Offer (or
        such later time(s) and/or date(s) as Baan may, subject to the rules of
        the Code, decide) in respect of not less than 90 percent (or such
        lower percentage as Baan may decide) in nominal value of the CODA Shares
        to which the Offer relates, provided that this condition shall not be
        satisfied unless Baan and its subsidiaries shall have acquired or agreed
        to acquire (whether pursuant to the Offer or otherwise) shares in CODA
        carrying more than 50 per cent. of the voting rights exercisable at a
        general meeting of CODA. For the purposes of this condition:


        (i)     shares which have been unconditionally allotted shall be deemed
                to carry the voting rights they will carry upon their being
                entered in the register of members of CODA; and

        (ii)    the expression "CODA Shares to which the Offer relates" shall
                mean (i) CODA Shares issued or allotted on or before the date
                the Offer is made and (ii) CODA Shares issued or allotted after
                that date but before the time at which the Offer closes, or such
                earlier date as Baan may decide (not being earlier than the date
                on which the Offer becomes unconditional as to acceptances or,
                if later, the first closing date of the Offer) but excluding any
                CODA Shares which, on the date the Offer is made, are held or
                (otherwise than under such a contract as is described in Section
                428(5) of the Companies Act 1985) contracted to be acquired by
                Baan and/or its associates (within the meaning of Section 430E
                of the Companies Act 1985);



<PAGE>   21

(b)     to the extent necessary, the Office of Fair Trading indicating, in terms
        satisfactory to Baan, that it is not the intention of the Secretary of
        State for Trade and Industry to refer the proposed acquisition of CODA
        by Baan, or any matters arising therefrom, to the Monopolies and Mergers
        Commission;

(c)     Baan not having discovered that any event has occurred (whether before
        or after the date of the Offer) or other circumstances subsist at the
        date on which the Offer becomes or is declared unconditional in all
        respects that could or might result in the acquisition of CODA not being
        treated as a pooling of interests in accordance with generally accepted
        accounting principles in the United States;

(d)     the Amsterdam Stock Exchange admitting the new Baan Shares to the
        Official Market and such admission becoming effective in accordance with
        the Listing Rules of the Amsterdam Stock Exchange;

(e)     no bank, government or governmental, quasi-governmental, supranational,
        statutory, regulatory or investigative body, court, trade agency,
        professional association, environmental body or any other person or body
        whatsoever in any jurisdiction (each a "Third Party") having decided to
        take, institute, implement or threaten any action, proceeding, suit,
        investigation, enquiry or reference or made, proposed or enacted any
        statute, regulation or order or having done anything which would or
        might:

        (i)     make the Offer or its implementation, or the acquisition or the
                proposed acquisition by Baan or any of its subsidiaries or
                subsidiary undertakings or associated companies (including any
                joint venture, partnership, firm or company in which any member
                of the Baan Group is interested) or any company in which any
                such member has a substantial interest (the "wider Baan Group")
                of any shares in, or control of, CODA, void, illegal or
                unenforceable, or otherwise, directly or indirectly, restrain,
                prohibit, restrict or delay the same or impose additional
                conditions or obligations with respect thereto, or otherwise
                challenge or interfere therewith;

        (ii)    require, prevent or delay a divestiture by any member of the
                wider Baan Group of any shares in CODA;

        (iii)   require, prevent or delay the divestiture or alter the terms
                envisaged for any proposed divestiture by any member of the
                wider Baan Group or by CODA or any of CODA's subsidiaries or
                subsidiary undertakings or associated companies (including any
                joint venture, partnership, firm or company in which any member
                of the CODA Group is interested) or any company in which any
                such member has a substantial interest (the "wider CODA Group")
                of all or any portion of their respective businesses, assets or
                property or impose any limitation on the ability of any of them
                to conduct their respective businesses (or any of them) or own
                their respective assets or properties or any part thereof to an
                extent which is material in the context of the wider CODA Group
                taken as a whole or, in the case of a matter affecting the wider
                Baan Group, that group taken as a whole;

        (iv)    impose any material limitation on the ability of any member of
                the wider Baan Group to acquire, or to hold or to exercise
                effectively, directly or indirectly, any rights of ownership of
                shares (or the equivalent) in CODA or in any member of the wider
                CODA Group or to exercise effectively rights of control over any
                business carried out by a member of the wider CODA Group;

        (v)     require any member of the wider Baan Group or the wider CODA
                Group to offer to acquire any shares (or the equivalent) in any
                member of the wider CODA Group owned by any third party, such
                acquisition being material in the context of the Offer;

        (vi)    impose any limitation on the ability of any member of the wider
                CODA Group to co-ordinate its business, or any part of it, with
                the businesses of any other members;

        (vii)   result in any member of the wider CODA Group ceasing to be able
                to carry on business under any name under which it presently
                does so; or

        (viii)  otherwise adversely affect any or all of the business, profits,
                financial or trading position or prospects of any



<PAGE>   22

        member of the wider Baan Group or any member of the wider CODA Group to
        an extent which is material in the context of the wider Baan Group or
        the wider CODA Group, as the case may be, in each case taken as a whole;

(f)     all necessary notifications and filings having been made in connection
        with the Offer and all necessary waiting periods (including any
        extensions thereof) under any applicable legislation or regulation of
        any jurisdiction (including, if applicable, under the United States
        Hart-Scott-Rodino Anti Trust Improvements Act of 1976 and the
        regulations made thereunder) having expired, lapsed or having been
        terminated (as appropriate) and all statutory or regulatory obligations
        in any jurisdiction having been complied with in connection with the
        Offer or the acquisition by any member of the wider Baan Group of any
        shares in, or control of, CODA and all authorisations, orders,
        recognitions, grants, consents, clearances, confirmations, licences,
        permissions and approvals reasonably deemed necessary or appropriate by
        Baan or any member of the wider Baan Group for or in respect of the
        Offer or the proposed acquisition of any shares in, or control of, CODA
        by any member of the wider Baan Group or in relation to the affairs of
        any member of the wider CODA Group having been obtained in terms and in
        a form satisfactory to Baan from all appropriate Third Parties and all
        such authorisations, orders, recognitions, grants, consents, clearances,
        confirmations, licences, permissions and approvals remaining in full
        force and effect and there being no intimation of an intention to revoke
        or not to renew the same at the time at which the Offer becomes
        otherwise unconditional and all necessary statutory or regulatory
        obligations in any jurisdiction having been complied with;

(g)     all applicable waiting periods and any other time periods during which
        any Third Party could, in respect of the Offer or the acquisition or
        proposed acquisition of any CODA Shares or control of CODA by any member
        of the Baan Group, institute, implement or threaten any action,
        proceedings, suit, investigation, enquiry or reference under the laws of
        any jurisdiction, having expired, lapsed or been terminated;

(h)     there being no provision of any arrangement, agreement, licence or other
        instrument to which any member of the wider CODA Group is a party or by
        or to which any such member or any of its respective assets may be bound
        or be subject and which, in consequence of the proposed acquisition by
        any member of the wider Baan Group of some or all of the share capital
        of CODA or because of a change in the control or management of CODA or
        otherwise, could or might result in:

        (i)     any monies borrowed by or any other indebtedness (actual or
                contingent) of any member of the wider CODA Group becoming or
                becoming capable of being declared repayable immediately or
                prior to their or its stated maturity or the ability of any such
                member to borrow monies or incur any indebtedness being
                withdrawn or inhibited;

        (ii)    the creation or enforcement of any mortgage, charge or other
                security interest wherever existing or having arisen over the
                whole or any part of the business, property or assets of any
                member of the wider CODA Group;

        (iii)   any such arrangement, agreement, licence or instrument being
                terminated or materially and adversely modified or materially
                and adversely affected or any action being taken or any
                obligation or liability arising thereunder;

        (iv)    (other than in the ordinary course of business) any assets or
                interests of any member of the wider CODA Group being or falling
                to be disposed of or charged or any right arising under which
                any such asset or interest could be required to be disposed of
                or charged;

        (v)     any member of the wider CODA Group ceasing to be able to carry
                on business under any name under which it presently does so;

        (vi)    the rights, liabilities, obligations or interests of any member
                of the wider CODA Group under any such arrangement, agreement,
                licence or instrument or in or with any firm or body or the
                business of any member of the wider CODA Group with any person
                (or any arrangement or arrangements relating to any such
                interest or business) being terminated, materially and adversely
                modified or materially and adversely affected; or



<PAGE>   23

        (vii)   the financial or trading position or prospects of any member of
                the wider CODA Group being prejudiced or adversely affected in a
                manner which would be material in the context of the wider CODA
                Group taken as a whole;

(i)     no member of the wider CODA Group having, since 31 October 1997, being
        the date to which the last audited report and accounts of CODA were made
        up, and save as disclosed in such accounts or except as otherwise
        publicly announced by CODA prior to 22 February 1998:

        (i)     issued or agreed to or authorised or proposed the issue of
                additional shares of any class, or securities convertible into,
                or rights, warrants or options to subscribe for or acquire, any
                such shares or convertible securities (save for issues to CODA
                or wholly-owned subsidiaries of CODA or any exercise of options
                under the CODA Share Option Schemes);

        (ii)    recommended, declared, paid or made or proposed to recommend,
                declare, pay or make any bonus, dividend or other distribution
                other than to another member of the CODA Group;

        (iii)   save for intra CODA Group transactions, made or authorised or
                proposed or announced its intention to propose any change in its
                loan capital;

        (iv)    save for intra CODA Group transactions, implemented, authorised,
                proposed or announced its intention to propose any merger,
                demerger, reconstruction, amalgamation, scheme, commitment or
                acquisition or disposal of assets or shares in any undertaking,
                other than in the ordinary course of business and which is
                material in the context of the wider CODA Group taken as a whole
                or entered into or changed the terms of any contract with any
                director or senior executive;

        (v)     issued, authorised or proposed, or announced an intention to
                authorise or propose the issue of any debentures or (save in the
                ordinary course of business and save for intra CODA Group
                transactions) incurred any indebtedness or contingent liability
                which is material in the context of the wider CODA Group taken
                as a whole;

        (vi)    purchased, redeemed or repaid, or announced any proposal to
                purchase, redeem or repay, any of its own shares or reduced or
                made any other changes to any part of its share capital;

        (vii)   save for intra CODA Group transactions, merged with any body
                corporate or acquired or disposed of, transferred, mortgaged or
                encumbered any assets or any right, title or interest in any
                asset (including shares and trade investments) which is material
                in the context of the wider CODA Group taken as a whole;

        (viii)  entered into or varied or authorised any contract, transaction
                or commitment (whether in respect of capital expenditure or
                otherwise) which is of a long term, onerous, or unusual nature
                or magnitude, or which involves or could involve an obligation
                of such a nature or magnitude and which is material in the
                context of the wider CODA Group taken as a whole;

        (ix)    entered into or varied any contract, transaction or arrangement
                otherwise than in the ordinary course of business and which is
                material in the context of the wider CODA Group taken as a
                whole;

        (x)     entered into any contract, transaction or arrangement which
                would be materially (in the context of the wider CODA Group
                taken as a whole or in the case of a contract, transaction or
                arrangement affecting the wider Baan Group, that group taken as
                a whole) restrictive on the business of any member of the wider
                Baan Group or the wider CODA Group;

        (xi)    waived or compromised any claim which is material in the context
                of the wider CODA Group taken as a whole;

        (xii)   being unable, or admitted in writing that it is unable, to pay
                its debts or having stopped or suspended (or



<PAGE>   24

        threatened to stop or suspend) payment of its debts generally or ceased
        or threatened to cease carrying on all or a substantial part of any
        business;

        (xiii)  taken any corporate action in respect of its winding-up,
                dissolution or reorganisation or for the appointment of a
                receiver, administrator, administrative receiver, trustee or
                similar officer of all or any of its material assets or
                revenues; or

        (xiv)   entered into an agreement or arrangement or passed any
                resolution or made any proposal or announcement with respect to,
                or to effect, any of the transactions, matters or events
                referred to in this paragraph (i),

                and, for the purpose of paragraphs (ii), (iii), (iv) and (v) of
                this condition, the term "CODA Group" shall mean CODA and its
                wholly-owned subsidiaries;

(j)     since 31 October 1997 and save as disclosed by CODA in its audited
        accounts to that date or except as otherwise publicly announced by CODA
        prior to 22 February 1998:

        (i)     there having been no adverse change in the business, assets,
                financial or trading position or profits or prospects of any
                member of the wider CODA Group which is material in the context
                of the wider CODA Group taken as a whole;

        (ii)    no litigation, arbitration proceedings, prosecution or other
                legal proceedings to which any member of the wider CODA Group is
                or may become a party (whether as plaintiff or defendant or
                otherwise) and no investigation by any Third Party against or in
                respect of any member of the wider CODA Group having been
                threatened, announced or instituted or remaining outstanding by,
                against or in respect of any member of the wider CODA Group
                which in any such case might adversely affect any member of the
                wider CODA Group to an extent which is material in the context
                of the wider CODA Group taken as a whole;

        (iii)   no contingent or other liability having arisen or become
                apparent to Baan which might materially adversely affect any
                member of the wider CODA Group; and

        (iv)    there having been no receiver, administrative receiver or other
                encumbrancer appointed over any assets of any member of the
                wider CODA Group or any analogous proceedings or steps having
                taken place under the laws of any jurisdiction and there having
                been no petition presented for the administration of any member
                of the wider CODA Group or any equivalent proceedings or steps
                taken under the laws of any other jurisdiction;

(k)     Baan not having discovered:

        (i)     that the financial, business or other information disclosed at
                any time by or on behalf of any member of the wider CODA Group
                is misleading, contains a misrepresentation of fact or omits to
                state a fact necessary to make the information contained therein
                not misleading in any case which is material in the context of
                the wider CODA Group taken as a whole;

        (ii)    any information which affects the import of any information
                disclosed at any time by or on behalf of the wider CODA Group;
                or

        (iii)   that any partnership, company or other entity in which any
                member of the wider CODA Group has a significant economic
                interest and which is not a subsidiary undertaking (as defined
                in the Companies Act 1985) of CODA is subject to any liability,
                contingent or otherwise, which is not disclosed in the Annual
                Report and Accounts of CODA for the financial year ended 31
                October 1996 or in the interim statement of CODA for the six
                months ended 30 April 1997 or in the preliminary results of CODA
                publicly announced in respect of the year ended 31 October 1997
                and which is material in the context of the wider CODA Group
                taken as a whole;

        (iv)    that any past or present member of the wider CODA Group has not
                complied with all applicable legislation



<PAGE>   25

                or regulations of any jurisdiction with regard to the disposal,
                discharge, spillage, leak or emission of any waste or hazardous
                substance or any substance likely to impair the environment or
                harm human health, which non-compliance or any other disposal,
                discharge, spillage, leak or emission which has occurred would
                be likely to give rise to any liability (whether actual or
                contingent) on the part of any member of the wider CODA Group
                and which is material in the context of the wider CODA Group
                taken as a whole; or

        (v)     that there is, or is likely to be, any liability (whether actual
                or contingent) to make good, repair, reinstate or clean up
                property now or previously owned, occupied or made use of by any
                past or present member of the wider CODA Group under any
                environmental legislation, regulation, notice, circular or order
                of any relevant authority and which is material in the context
                of the wider CODA Group taken as whole.

        Baan reserves the right to waive, in whole or in part, all or any of the
above conditions apart from conditions (a), (d) and (f).

        The Offer will lapse unless all of the conditions have been fulfilled or
(if capable of waiver) waived by midnight on whichever is the later of (i) the
first closing date and (ii) 21 days after the date on which condition (a) is
fulfilled (or such later date as Baan may with the consent of the Panel decide).
Baan shall not be obliged to treat any condition as satisfied until the latest
date for the fulfilment of all conditions referred to in the previous sentence.




<PAGE>   26

                       PART B: FURTHER TERMS OF THE OFFER

        The following further terms apply, unless the context otherwise
requires. Any reference in Parts B and C of this Appendix and in the Form of
Acceptance to:

        (i)     "Offer" shall include any revision, variation or renewal thereof
                or extension thereto;

        (ii)    "Offer becoming "unconditional" shall be construed as a
                reference to the Offer being declared or becoming unconditional
                as to acceptances whether or not any other condition thereof
                remains to be fulfilled;

        (iii)   "acceptance condition" means the condition as to acceptances set
                out in paragraph (a) of Part A of this Appendix I and references
                to the Offer becoming unconditional as to acceptances shall be
                construed accordingly; and

        (iv)    "Offer Document" means this document and any other document
                containing, or containing details of, the Offer.

1 ACCEPTANCE PERIOD

        (i)     The Offer will initially be open for acceptance until 3:00 p.m.
                on 3 April 1998. Although no revision is envisaged, if the Offer
                is revised, it will remain open for acceptance for a period of
                at least 14 days (or such lesser period as may be permitted by
                the Panel) following the date on which written notification of
                the revision is posted to CODA Shareholders. Except with the
                consent of the Panel, no revision of the Offer may be posted to
                CODA Shareholders after 28 April 1998 or, if later, the date
                falling 14 days before the last date on which the Offer can
                become unconditional.

        (ii)    The Offer, whether revised or not, shall not (except with the
                consent of the Panel) be capable of becoming unconditional after
                midnight on 12 May 1998 (or any earlier time and/or date beyond
                which Baan has stated that the Offer will not be extended and
                has not withdrawn that statement), nor of being kept open for
                acceptance after that time and/or date unless the Offer has
                previously become unconditional, provided that Baan reserves the
                right, with the permission of the Panel, to extend the Offer to
                any later time(s) and/or date(s). For the purpose of determining
                whether the acceptance condition has been satisfied, except with
                the consent of the Panel, Baan may not take into account
                acceptances received or purchases of shares made in respect of
                which all relevant documents are received by the Receiving Agent
                after 1:00 p.m. on 12 May 1998 (or any earlier time and/or date
                beyond which Baan has stated that the Offer will not be extended
                and has not withdrawn that statement) or, if the Offer is so
                extended, such later time(s) and/or date(s) as Baan with the
                permission of the Panel, may agree. If the latest time at which
                the Offer may become unconditional is extended beyond midnight
                on 12 May 1998, acceptances received and purchases made in
                respect of which the relevant documents are received by the
                Receiving Agent after 1:00 p.m. on the relevant date may (except
                where the Code otherwise permits) only be taken into account
                with the agreement of the Panel.

        (iii)   If the Offer becomes or is declared unconditional, the Offer
                will remain open for acceptance for not less than 14 days from
                the date on which the Offer would otherwise have expired or
                until 10 April 1998, whichever is the later. If the Offer has
                become unconditional and it is stated that the Offer will remain
                open



<PAGE>   27

                until further notice, then not less than 14 days' notice in
                writing will be given, prior to the closing of the Offer.

        (iv)    If a competitive situation arises (as determined by the Panel)
                after Baan has made a "no extension" and/or "no increase"
                statement in relation to the Offer, Baan may, if it has
                specifically reserved the right to do so at the time such
                statement was made (or otherwise with the consent of the Panel),
                withdraw such statement provided that it complies with the
                requirements of the Code and in particular that:

                (a)     notice of such withdrawal is given as soon as possible
                        (and in any event within four business days after the
                        date of the announcement of the competing offer, or
                        other competitive situation) and CODA Shareholders are
                        informed in writing (or, in the case of CODA
                        Shareholders with registered addresses outside the
                        United Kingdom or whom Baan knows to be nominees holding
                        CODA Shares for such persons, by announcement in the
                        United Kingdom) at the earliest practicable opportunity;
                        and

                (b)     any CODA Shareholders who accepted the Offer after the
                        date of such statement are given a right of withdrawal
                        as described in paragraph 3(iii) below.

                Baan may choose not to be bound by the terms of a "no extension"
                or "no increase" statement if, having reserved the right to do
                so at the time the statement is made, it posts an increased or
                improved Offer which is recommended for acceptance by the board
                of directors of CODA or in any other circumstances permitted by
                the Panel.

        (v)     For the purpose of determining at any particular time whether
                the acceptance condition has been satisfied, Baan shall be
                entitled only (unless otherwise required by the Panel) to take
                into account any CODA Shares which have been unconditionally
                allotted or issued before such determination takes place, unless
                the Receiving Agent on behalf of Baan has received written
                notice of the relevant details of such allotment or issue
                (including the price thereof) before that time. Telex or
                facsimile transmission will not be sufficient for this purpose.

2 ANNOUNCEMENTS

        (i)     Without prejudice to paragraph 3(i) below, by 8:30 a.m. on the
                business day (the "relevant day") next following the day on
                which the Offer is due to expire or becomes or is declared
                unconditional or is revised or extended (as the case may be) or
                such later time and/or date as the Panel may agree, Baan will
                make an appropriate announcement and simultaneously inform the
                London Stock Exchange, the Amsterdam Stock Exchange and the
                Dutch Merger Committee, of the position. Such announcement will
                (unless otherwise permitted by the Panel) also state (as nearly
                as practicable) the total number of CODA Shares and rights over
                CODA Shares:



<PAGE>   28

                (a)     for which acceptances of the Offer have been received
                        (showing the extent to which such acceptances have been
                        received from persons acting or deemed to be acting in
                        concert with Baan);

                (b)     held by or on behalf of Baan or any person acting or
                        deemed to be acting in concert with Baan prior to the
                        Offer Period;

                (c)     acquired or agreed to be acquired by or on behalf of
                        Baan or any person acting or deemed to be acting in
                        concert with Baan during the Offer Period;

                (d)     for which acceptances have been received from any person
                        acting or deemed to be acting in concert with Baan;

                        and the announcement will specify the percentage of the
                        share capital of CODA represented by each of these
                        figures.

        (ii)    Any decision to extend the time and/or date by which the
                acceptance condition has to be satisfied may be made by Baan at
                any time up to, and will be announced not later than, 8:30 a.m.
                on the relevant day (or such later time(s) and/or date(s) as the
                Panel may agree) and the announcement will also state the next
                expiry date (unless the Offer is unconditional in all respects
                in which case a statement may be made that the Offer will remain
                open until further notice). In computing the number of CODA
                Shares represented by acceptances and/or purchases there may, at
                the discretion of the Baan, be included or excluded for
                announcement purposes, subject to paragraph 5 below, acceptances
                and purchases which are not in all respects or not accompanied
                by the relevant share certificate(s) and/or other document(s) of
                title or not accompanied by the relevant TTE instruction or
                which are subject to verification.

        (iii)   In this Appendix I, references to the making of an announcement
                or the giving of notice by or on behalf of Baan include the
                release of an announcement by public relations consultants or by
                Goldman Sachs International to the press, and the delivery or
                telephone, telex or facsimile or other electronic transmission
                of an announcement to the London Stock Exchange. An announcement
                made otherwise than to the London Stock Exchange, the Amsterdam
                Stock Exchange or the Dutch Merger Committee, shall be notified
                simultaneously to the London Stock Exchange, the Amsterdam Stock
                Exchange and the Dutch Merger Committee.

3 RIGHTS OF WITHDRAWAL

        (i)     If Baan, having announced the Offer to be unconditional, fails
                to comply by 3:30 p.m. on the relevant day (or such later
                time(s) and/or date(s) as the Panel may agree) with any of the
                other requirements specified in paragraph 2(i) above, an
                accepting CODA Shareholder may (unless the Panel otherwise
                agrees) immediately thereafter withdraw his acceptance by
                written notice (signed by such shareholder or his agent duly
                appointed in writing and evidence of whose appointment in a form
                satisfactory to Baan is produced with the notice) given by post
                or by hand to the Receiving Agent, Northern Registrars, Northern
                House, Penistone Road, Fenay Bridge, Huddersfield, West
                Yorkshire HD8 0LA on behalf of Baan. Subject to paragraph 1(ii)
                above, this right of withdrawal may be terminated not less than
                eight days after the relevant day by Baan confirming, if such is
                the case, that the Offer is still unconditional and complying
                with the other requirements specified in paragraph 2(i) above.
                If any such confirmation is given, the first period of 14 days
                referred to in paragraph 1(iii) above will run from the date of
                such confirmation and compliance.



<PAGE>   29

        (ii)    If by 3:00 p.m. on 3 April 1998 (or such later time(s) and/or
                date(s) as the Panel may agree) the Offer has not become
                unconditional, an accepting CODA Shareholder may withdraw his
                acceptance at any time thereafter at the address and in the
                manner referred to in paragraph 3(i) above at any time before
                the earlier of (i) the time that the Offer becomes unconditional
                and (ii) the final time for lodgement of acceptances which can
                be taken into account in accordance with paragraph 1(ii) above.

        (iii)   If a "no extension" and/or "no increase" statement has been
                withdrawn in accordance with paragraph 1(iv) above, any CODA
                Shareholder who accepts the Offer after the date of such
                statement may withdraw his acceptance thereafter in the manner
                referred to in paragraph 3(i) above for a period of eight days
                following the date on which notice of such withdrawal is posted
                to the relevant CODA Shareholder(s).

        (iv)    Except as provided by this paragraph 3, or paragraph 4 below
                acceptances shall be irrevocable.

        (v)     In this paragraph 3, "written notice" (including any letter of
                appointment, direction or authority) means notice in writing
                bearing the original signature(s) of the relevant accepting CODA
                Shareholder(s) (or his/their agent(s) duly authorised in writing
                and evidence of which appointment in a form satisfactory to Baan
                is produced with the notice). Telex or facsimile or other
                electronic transmission or copies will not be sufficient to
                constitute written notice. No notice which is postmarked in, or
                otherwise appears to Baan or its agents to have been sent from,
                the United States, Canada, Australia or Japan will be treated as
                valid.

4 REVISIONS OF THE OFFER

        (i)     Although no such revision is envisaged, if the Offer (in its
                original or any previously revised form(s)) is revised (either
                in its terms or conditions or in the value or form of the
                consideration offered or otherwise and whether or not the basic
                terms of the Offer (in their original or any previously revised
                form(s)) are revised), and such revised Offer represents on the
                date on which such revision is announced (on such basis as
                Goldman Sachs International may consider appropriate) an
                improvement or no diminution in the value of the consideration
                of the Offer as so revised compared with the value of the
                consideration or terms previously offered, the benefit of the
                revised Offer will, subject as provided in this paragraph 4 and
                6 below, be made available to any CODA Shareholder who has
                accepted the Offer (in its original or any previously revised
                form(s) (a "Previous Acceptor"). The acceptance by or on behalf
                of a Previous Acceptor of the Offer in its original or any
                previously revised form(s) shall, subject as provided in
                paragraphs 4(iv), 4(v) and 6 below, be deemed to be an
                acceptance of the Offer as so revised and shall also constitute
                the separate appointment of any and all of Baan and each of its
                managing directors and Goldman Sachs International and each of
                its directors as his attorney and/or agent with authority to
                accept any such revised Offer on behalf of such Previous
                Acceptor and, although no such revision is envisaged, if any
                revised Offer provides for CODA Shareholders who accept it to
                elect (or accept) alternative forms of consideration, to make on
                his behalf elections for and/or accept such alternative forms of
                consideration on his behalf as such attorney in his absolute
                discretion thinks fit and to execute on behalf of and in the
                name of such Previous Acceptor all such further documents (if
                any) as may be required to give full effect to such acceptance
                and/or election. In making any such election, such attorney or
                agent shall take into account such facts or matters as he may
                reasonably consider relevant provided always that such attorney
                or agent shall be entitled to determine that Previous Acceptors
                who have elected under the Offer (in any previously revised
                form) for a form or forms of consideration which are not
                available under the Offer as so revised shall receive
                consideration in such form or forms as are available thereunder
                as represents on the date of such revision an improvement or no
                diminution in the value of the Offer (in its previously revised
                form) as accepted by such Previous Acceptor.



<PAGE>   30

        (ii)    The powers of attorney and authorities conferred by this
                paragraph 4 and any acceptance of a revised Offer and/or any
                election pursuant thereto shall be irrevocable unless and until
                the Previous Acceptor becomes entitled to withdraw his
                acceptance under paragraph 3 above and duly and validly does so.

        (iii)   Baan and its agents reserve the right (subject to paragraph 3(i)
                above) to treat an executed Form of Acceptance relating to the
                Offer (in its original or any previously revised form(s)) which
                is received after the announcement or the making of the Offer in
                any revised form as a valid acceptance of the revised Offer and
                where applicable, a valid election for or the acceptance of any
                of the alternative form or forms of consideration (if any) and
                such acceptance shall constitute an authority and request in the
                terms of this paragraph 4 mutatis mutandis on behalf of the
                relevant CODA Shareholder.

        (iv)    The deemed acceptances referred to in paragraphs 4(i) and 4(ii)
                above shall not apply and the authorities conferred by such
                paragraphs shall not be exercised by any attorney or agent
                referred to in that paragraph if, as a result thereof, the
                Previous Acceptor would (on such basis as such attorney or agent
                may consider appropriate) thereby receive and/or retain (as
                appropriate) under the Offer as revised or otherwise less in
                aggregate in consideration than he would have received in
                aggregate in consideration as a result of his acceptance of the
                Offer in the form in which it was originally accepted by him.

        (v)     The deemed acceptances referred to in paragraph 4(i) and 4(ii)
                above shall not apply and the authorities conferred by those
                paragraphs shall be ineffective to the extent that a Previous
                Acceptor shall lodge with the Receiving Agent, within 14 days of
                the posting of the document pursuant to which the revision of
                the Offer referred to in paragraphs 4(i) and 4(ii) is made
                available to CODA Shareholders (or such later date as Baan may
                determine), a Form of Acceptance (or other form validly issued
                by or on behalf of Baan) in which he validly elects to receive
                the consideration receivable by him under such revised Offer in
                some other manner.

5 GENERAL

        (i)     Except with the consent of the Panel, the Offer will lapse
                unless all the conditions to the Offer have been fulfilled by or
                (if capable of waiver) waived by or, where appropriate, have
                been determined by Baan to be or remain satisfied as at midnight
                on 24 April 1998 or by midnight on the date which is 21 days
                after the date on which the Offer becomes unconditional,
                whichever is the later, or such later dates as Baan may, with
                the consent of the Panel, determine. If the Offer lapses, the
                Offer will cease to be capable of further acceptance and CODA
                Shareholders and Baan and Goldman Sachs International will cease
                to be bound by prior acceptances.

        (ii)    The expression "Offer Period" when used in this document means,
                in relation to the Offer, the period commencing on 23 February
                1998 (the date of the announcement of the Offer) and ending on
                whichever of the following times shall be the latest: (i) 3:00
                pm on 3 April 1998; (ii) the time at which the Offer lapses; and
                (iii) the time at which the Offer becomes unconditional.

        (iii)   Except with the consent of the Panel, and subject to paragraph 6
                below settlement of the consideration to which any CODA
                Shareholder is entitled under the Offer will be implemented in
                full in accordance with the terms of the Offer without regard to
                any lien, right of set-off, counterclaim or other analogous
                right to which Baan or Goldman Sachs International may otherwise
                be, or claim to be, entitled as against such CODA Shareholder
                and will be posted or settled promptly but not later than 14
                days after the date on which the Offer becomes unconditional in
                all respects or 14 days after receipt of a valid and complete
                acceptance, whichever is the later. Such consideration will not
                be sent to an address in the United States, Japan, Canada or
                Australia, subject to certain exceptions.



<PAGE>   31

        (iv)    The Offer is made on 13 March 1998 and is capable of acceptance
                thereafter. Copies of this document, the Form of Acceptance and
                any related documents are available from the Receiving Agent at
                the address set out in paragraph 3(i) above from that time. The
                Offer is being made by means of this document and by means of an
                advertisement to be inserted in The Financial Times (UK Edition)
                on 14 March 1998.

        (v)     The instructions, terms, provisions and authorities contained in
                or deemed to be incorporated in the Form of Acceptance
                constitute part of the terms of the Offer. Words and expressions
                defined in this document have the same meanings when used in the
                Form of Acceptance unless the context otherwise requires. The
                provisions of this Appendix I shall be deemed to be incorporated
                in the Form of Acceptance.

        (vi)    The Offer, the Form of Acceptance, all acceptances thereof or
                pursuant thereto and contracts made pursuant thereto and action
                taken or made or deemed to be taken or made under any of the
                provisions of Appendix I shall be governed by and construed in
                accordance with English law. Execution by or on behalf of a CODA
                Shareholder of a Form of Acceptance will constitute his
                submission, in relation to all matters arising out of or in
                connection with the Offer and the Form of Acceptance, to the
                jurisdiction of the courts of England and his agreement that
                nothing shall limit the right of Baan or Goldman Sachs
                International to bring any action, suit or proceeding arising
                out of or in connection with the Offer and the Form of
                Acceptance in any other manner permitted by law or in any court
                of competent jurisdiction.

        (vii)   Any reference in this document or the Form of Acceptance to 3
                April 1998 shall, except in paragraphs 1(i) and 5(ii) above and
                where the context otherwise requires, be deemed, if the expiry
                date of the Offer is extended, to refer to the expiry date of
                the Offer as so extended.

        (viii)  Any omission or failure to despatch this document or the Form of
                Acceptance or any other document relating to the Offer and/or
                any notice required to be despatched under the terms of the
                Offer to, or any failure to receive the same by, any person to
                whom the Offer is or should be made shall not invalidate the
                Offer in any way. Subject to the provisions of paragraph 6
                below, the Offer will extend to any such person and to any
                persons to whom this document, the Form of Acceptance or any
                related documents may not be despatched, and such persons may
                collect copies of those documents from the Receiving Agent at
                the address specified in paragraph 3(i) above.

        (ix)    Subject to paragraph 6 below, if the Offer does not become
                unconditional in all respects: (i) the Form of Acceptance and
                any share certificate(s) and/or other document(s) of title will
                be returned by post (or by such other method as may be approved
                by the Panel) within 14 days of the Offer lapsing, at the risk
                of the CODA Shareholder concerned, to the person or agent whose
                name and address outside the United States, Canada, Australia
                and Japan is set out in Box 6 of the Form of Acceptance or, if
                none is set out, to the first-named holder at his registered
                address outside the United States, Canada, Australia and Japan
                set out in Box 3 of the Form of Acceptance or, if no address is
                set out, to the first-named holder at his/her registered address
                outside the United States, Canada, Australia and Japan; and (ii)
                the Receiving Agent will, immediately after the lapsing of the
                Offer (or within such longer period as the Panel may permit, not
                exceeding 14 days of the lapsing of the Offer), give
                instructions to CRESTCo to transfer all CODA Shares held in
                escrow balances and in relation to which it is the escrow agent
                for the purposes of the Offer to the original available balances
                of the CODA Shareholders concerned.

        (x)     All powers of attorney and authorities on the terms conferred by
                or referred to in this Appendix I or in the Form of Acceptance
                are given by way of security for the performance of the
                obligations of the CODA Shareholder concerned and are
                irrevocable in accordance with section 4 of the Powers of
                Attorney Act 1971 except in the circumstances where the donor of
                such power of attorney is entitled to withdraw his acceptance in
                accordance with paragraph 3 above and duly does so.



<PAGE>   32

        (xi)    No acknowledgement of receipt of any Form of Acceptance,
                transfer by means of CREST, share certificate(s) and/or other
                document(s) of title will be given by or on behalf of Baan. All
                communications, notices, certificates, documents of title and
                remittances to be delivered by, or sent to or from, CODA
                Shareholders (or their designated agents) will be delivered or
                sent at their own risk.

        (xii)   Without prejudice to paragraph 6 below, Baan and Goldman Sachs
                International reserve the right to treat acceptances of the
                Offer as valid if not entirely in order or not accompanied by
                the relevant share certificate(s) and/or other relevant
                document(s) of title or if received by the Receiving Agent or
                otherwise by or on behalf of Baan at any place or places
                determined by either of them otherwise than as set out herein or
                in the Form of Acceptance.

        (xiii)  Due completion of the Form of Acceptance will constitute an
                instruction to Baan, if the Offer becomes unconditional in all
                respects, that all mandates and other instructions or notices
                recorded in the records of CODA immediately before the Offer
                becomes so unconditional relating to holdings of CODA Shares
                will, unless and until revoked, continue in force in relation to
                new Baan shares allotted to the relevant CODA Shareholders
                pursuant to the Offer.

        (xiv)   Baan and Goldman Sachs International reserve the right to notify
                any matter, including the making of the Offer, to all or any
                CODA Shareholders with a registered address outside the United
                Kingdom or whom Baan or Goldman Sachs International knows to be
                a custodian, trustee or nominee holding CODA Shares for such
                persons by announcement or paid advertisement in a newspaper
                published and circulated in the United Kingdom or in any part
                thereof. In that event, such notice shall be deemed sufficiently
                given notwithstanding any failure by any CODA Shareholder to
                receive or see such notice. All references in this document to
                notice in writing by or on behalf of Baan shall be construed
                accordingly. No such document shall be sent to an address in the
                United States, Canada, Australia or Japan.

        (xv)    If sufficient acceptances are received and/or sufficient CODA
                Shares are otherwise acquired, Baan intends to apply the
                provisions of sections 428-430F of the Companies Act 1985 to
                acquire compulsorily any outstanding CODA Shares to which the
                Offer relates and to apply for cancellation of CODA's listing on
                the London Stock Exchange.

        (xvi)   All references in this Appendix to any statute or statutory
                provisions shall include a statute or statutory provision which
                amends, consolidates or replaces the same (whether before or
                after the date hereof).

        (xvii)  If Baan is required by the Panel to make an offer for CODA
                Shares under the provisions of Rule 9 of the Code, Baan may make
                such alterations to any of the terms and conditions of the Offer
                as are necessary to comply with the provisions of that Rule.

        (xviii) In relation to any acceptance of the Offer in respect of a
                holding of CODA Shares which are in CREST, Baan reserves the
                right to make such alterations, additions or modifications to
                the terms of the Offer as may be necessary or desirable to give
                effect to any purported acceptance of the Offer, whether in
                order to comply with the facilities or requirements of CREST or
                otherwise, provided such alteration, addition or modification is
                consistent with the requirements of the Code or is otherwise
                made with the consent of the Panel.

        (xix)   Subject to paragraphs 5(xx) and 5(xxi), notwithstanding that no
                share certificate(s) and/or other documents of title is/are
                delivered in respect of it, a duly completed Form of Acceptance
                otherwise satisfying the requirements of Note 4 to Rule 10 of
                the Code may (if otherwise in, or deemed to be in, order) be
                treated by Baan and by Goldman Sachs International as an
                acceptance valid and complete in all respects on the date of its
                actual receipt provided that, on its presentation to CODA's
                registrars it is unconditionally accepted for registration.



<PAGE>   33

        (xx)    Notwithstanding the right reserved by Baan to treat Forms of
                Acceptance as valid even though not entirely in order or not
                accompanied by the relevant share certificate(s) and/or other
                document(s) of title or not accompanied by the relevant TTE
                instruction, except as otherwise agreed with the Panel, an
                acceptance of the Offer will only be counted towards fulfilling
                the acceptance condition if the requirements of Note 4 and, if
                applicable, Note 6 on Rule 10 of the Code are satisfied in
                respect of it.

        (xxi)   Except with the consent of the Panel, a purchase of CODA Shares
                by Baan, its wholly-owned subsidiaries or its nominees (or, if
                Baan is required by the Panel to make an offer for CODA Shares
                under the provisions of Rule 9 of the Code, by a person acting
                in concert with Baan (or its nominee)) shall be counted towards
                fulfilling the acceptance condition only if the requirements of
                Note 5 and, if applicable, Note 6 on Rule 10 of the Code are
                satisfied in respect of it.

        (xxii)  Except with the consent of the Panel, the Offer shall not become
                or be declared unconditional unless the Receiving Agents shall
                have issued a certificate to Baan or Goldman Sachs International
                which states the number of acceptances which have been received
                which comply with paragraph 5(xx) above and the number of CODA
                Shares otherwise acquired which comply with paragraph 5(xxi)
                above. Copies of such certificate will be sent to the Panel and
                to CODA's financial adviser as soon as possible after it is
                issued.

        (xxiii) To the extent that any CODA Shares are held by a person (other
                than a person who falls within paragraph 6 of this Appendix I)
                whose receipt of new Baan Shares pursuant to an acceptance of
                the Offer would be in contravention of applicable law, such
                person may request Baan to allot any new Baan Shares to which it
                would otherwise become entitled to some other person. Baan shall
                be under no obligation to comply with such a request.

6 OVERSEAS SHAREHOLDERS

        (i)     The making or acceptance of the Offer in, or to or by persons
                who are or are the nominees, trustees or custodians of persons
                who are resident in or nationals or citizens of, jurisdictions
                outside the United Kingdom ("overseas shareholders") and the
                availability of new Baan Shares may be affected by the laws of
                the relevant jurisdictions. Such overseas shareholders should
                inform themselves about and observe any applicable legal
                requirements. It is the responsibility of any overseas
                shareholder wishing to accept the Offer to satisfy himself as to
                the full observance of the laws of the relevant jurisdiction in
                connection therewith, including the obtaining of any
                governmental, exchange control or other consents which may be
                required, or the compliance with other necessary formalities
                needing to be observed and the payment of any issue, transfer or
                other taxes due in such jurisdiction. Any such overseas
                shareholder will be responsible for payment of any issue,
                transfer or other taxes or other requisite payments due in such
                jurisdiction by whomsoever payable and Baan or Goldman Sachs
                International and any person acting on their behalf shall be
                entitled to be fully indemnified and held harmless by such
                overseas shareholder for any such issue, transfer or other taxes
                or other requisite payments as Baan or Goldman Sachs
                International and any person acting on their behalf may be
                required to pay.

                In particular, the Offer is not being made, directly or
                indirectly, in or into, or by use of the mails of, or by



<PAGE>   34

                any means or instrumentality of interstate or foreign commerce
                of, or any facility of a national securities exchange of, and
                may not be accepted in or from the United States, Canada,
                Australia or Japan except pursuant to certain exemptions from
                the applicable requirements of such jurisdictions. This
                includes, but is not limited to, facsimile transmission, telex
                and telephone. Accordingly, copies of this document, the Form of
                Acceptance and any related offering documents are not being, and
                must not be, mailed or otherwise distributed or sent in, into or
                from the United States, Canada, Australia or Japan including to
                CODA Shareholders or participants in the CODA Share Option
                Schemes with registered addresses in the United States, Canada,
                Australia or Japan or to custodians, trustees or nominees
                holding CODA Shares for such persons unless certain exemptions
                from the requirements of the relevant jurisdictions are
                applicable. Persons receiving such documents (including, without
                limitation, custodians, trustees and nominees) must not
                distribute, send or mail them in, into or from the United
                States, Canada, Australia or Japan, use the United States,
                Canadian, Australian or Japanese mails or any such means or
                instrumentality for any purpose, directly or indirectly, in
                connection with the Offer, and so doing will invalidate any
                related purported acceptance of the Offer. Persons wishing to
                accept the Offer must not use the United States, Canadian,
                Australian or Japanese mails or any such means or
                instrumentality for any purpose directly or indirectly related
                to acceptance of the Offer. Envelopes containing Forms of
                Acceptance should not be postmarked in the United States,
                Canada, Australia or Japan or otherwise despatched from the
                United States, Canada, Australia or Japan, and all acceptors
                must provide addresses outside the United States, Canada,
                Australia or Japan for the receipt of new Baan Shares, or for
                the return of Forms of Acceptance, CODA Share certificates
                and/or other documents of title unless Baan is satisfied that
                certain exceptions from the requirements of the relevant
                jurisdictions are applicable.

                Unless Baan is satisfied that certain exceptions from the
                requirements of the relevant jurisdictions are applicable, a
                CODA Shareholder will be deemed not to have validly accepted the
                Offer if: (i) he puts "NO" in Box 5 of the Form of Acceptance
                and thereby does not give the representation and warranty set
                out in paragraph (iii) of Part C of this Appendix I to the
                effect that the Offer was not made to him (or persons for whom
                he is acting on a non-discretionary basis) in or into the United
                States, Canada, Australia or Japan, is being accepted outside
                the United States, Canada, Australia or Japan and is not being
                accepted for the account or benefit, on a non-discretionary
                basis, of a person in the United States, Canada, Australia or
                Japan or with a view to the offer, sale or delivery, directly or
                indirectly, of the new Baan Shares to any person in any of such
                jurisdictions; (ii) having had inserted in or having completed
                Box 3 of the Form of Acceptance with a registered address in the
                United States, Canada, Australia or Japan, he does not insert in
                Box 6 of the Form of Acceptance the name and address of a person
                or agent outside the United States, Canada, Australia or Japan
                to whom he wishes the consideration to which he is entitled
                under the Offer to be sent; (iii) he inserts in Box 6 of the
                Form of Acceptance the name and address of a person or agent in
                the United States, Canada, Australia or Japan to whom he wishes
                the consideration to which he is entitled under the Offer to be
                sent; or (iv) in any case, the Form of Acceptance received from
                him is received in an envelope postmarked in, or which otherwise
                appears to Baan or its agents to have been sent from, the United
                States, Canada, Australia or Japan. Baan reserves the right, in
                its sole discretion, to investigate, in relation to any
                acceptance, whether the representation and warranty set out in
                paragraph (iii) of Part C of this Appendix I could have been
                truthfully given by the relevant CODA Shareholder and, if such
                investigation is made and, as a result, Baan cannot satisfy
                itself that such representation and warranty was true and
                correct, such acceptance shall not be valid.

                If, in connection with the making of the Offer, notwithstanding
                the restrictions described above, any person (including, without
                limitation, custodians, nominees and trustees) whether pursuant
                to a contractual or legal obligation or otherwise, forwards,
                sends or otherwise distributes this document the Form of
                Acceptance or any related offering documents in, into or from
                the United States, Canada, Australia or Japan or uses the mails
                of, or any means or instrumentality (including, without
                limitation, facsimile transmission, telex and telephone) of
                interstate or foreign commerce of, or any facility of a national
                securities exchange of, the United States, Canada, Australia or
                Japan in connection with such forwarding, such person should:
                (i) inform the recipient of such fact; (ii) explain to the
                recipient that such action will invalidate any purported
                acceptance by the recipient; and (iii) draw the attention of the
                recipient to this paragraph 6(i).

        (ii)    The new Baan Shares to be issued pursuant to the Offer are
                bearer shares tradeable on the Amsterdam Stock



<PAGE>   35

                Exchange and have not been, and will not be, registered under
                the United States Securities Act of 1933, as amended, or under
                any of the relevant securities laws of any state or other
                jurisdiction of the United States, and the relevant clearances
                have not been and will not be obtained from the Securities
                Commission of any province or territory of Canada, and no
                prospectus in relation to the new Baan Shares has been lodged
                with, or registered by, the Australian Securities Commission or
                any securities authority in Japan. Accordingly, such securities
                may not be offered, sold or delivered, directly or indirectly,
                in or into the United States, Canada, Australia or Japan except
                pursuant to certain exemptions from the applicable requirements
                of such jurisdictions.

                As used in this document and in the Form of Acceptance: (i)
                "Canada" means Canada, its possessions and territories and all
                areas subject to its jurisdiction or any political subdivision
                thereof; (ii) "Australia" means Australia, its possessions and
                territories and all areas subject to its jurisdictions or any
                political subdivision thereof; and (iii) "Japan" means Japan,
                its possessions and territories and all areas subject to its
                jurisdictions or any political subdivision thereof.

        (iii)   These provisions and any other terms of the Offer relating to
                overseas shareholders may be waived, varied or modified as
                regards specific CODA Shareholders or on a general basis by Baan
                in its sole discretion. In particular, without limitation, Baan
                reserves the right to (i) permit the Offer to be accepted by,
                and allot new Baan Shares to, an overseas shareholder (otherwise
                unable to accept the Offer in accordance with the above) in
                circumstances in which Baan is satisfied that acceptance by such
                shareholder and the allotment of new Baan Shares to such
                shareholder will not constitute a breach of any securities or
                other relevant legislation or impose obligations on Baan not
                contemplated by the Offer (and, in any such case, Baan may
                impose additional requirements and restrictions on such
                acceptances and the shares allotted) or (ii) arrange for the new
                Baan Shares to which such overseas shareholder may otherwise be
                entitled pursuant to the Offer or Part XIIIA of the Companies
                Act 1985 to be credited to a separate securities account with
                ABN.AMRO Bank N.V. in The Netherlands, which account Baan shall
                cause to be opened, at Baan's expense, in the first-registered
                name of such overseas shareholder and which new Baan Shares
                shall be made available to the overseas shareholder upon
                satisfaction of such conditions (including tender of the
                certificates representing the CODA Shares to which such new Baan
                Shares relate) as Baan shall determine. Baan will have no
                obligations whatsoever in relation to the timing of such sales
                or allotments or the price obtained and such sales or allotments
                may be made individually or together with other shares to which
                such provisions apply. In the circumstances of sub-paragraph
                (ii) any signed Form of Acceptance received pursuant to the
                Offer shall constitute the irrevocable appointment of all or any
                of Baan and its managing directors and Goldman Sachs
                International and its directors as the relevant CODA
                Shareholder's agent to effect such sale as his agent with full
                power (including powers of delegation) to do all such things as
                may be necessary for or ancillary to such purpose. Subject
                thereto the provisions of this paragraph 6 supersede any terms
                of the Offer inconsistent therewith. References in this
                paragraph 6 to a CODA Shareholder include references to the
                person or persons executing a Form of Acceptance and any person
                or persons on whose behalf such person or persons executing the
                Form of Acceptance is/are acting and, in the event of more than
                one person executing the Form of Acceptance, the provisions of
                this paragraph 6 shall apply to them jointly and severally.

                           PART C: FORM OF ACCEPTANCE

        Each CODA Shareholder by whom, or on whose behalf, the Form of
Acceptance is executed and lodged with the Receiving Agent irrevocably
undertakes, represents, warrants and agrees to and with Baan, Goldman Sachs
International ABN, AMRO Bank N.V. and the Receiving Agent and to their
respective agents (so as to bind him, his heirs, successors and assigns) to the
following effect:

        (i)     that the execution of the Form of Acceptance shall constitute an
                acceptance of the Offer in respect of the number of CODA Shares
                inserted or deemed to be inserted in Box 1 of the Form of
                Acceptance and an undertaking to execute any further documents
                or give any further assurance which may be required in
                connection with the foregoing, in each case on and subject to
                the terms and conditions set out or referred to



<PAGE>   36

                in this document and the Form of Acceptance and that, subject to
                the rights of withdrawal set out in this Appendix I, each such
                acceptance shall be irrevocable provided that if (i) no Boxes
                are completed or (ii) the total number of CODA Shares inserted
                in Box 1 is greater than the number of CODA Shares comprised in
                the acceptance or (iii) the acceptance is otherwise completed
                incorrectly, but the Form of Acceptance is signed, it will be
                deemed to be an acceptance of the Offer in respect of all of the
                CODA Shares comprised in the acceptance.

                For the purposes of this Appendix I and the Form of Acceptance,
                the phrase "CODA Shares comprised in the acceptance" shall mean
                the number of CODA Shares inserted in Box 1 of the Form of
                Acceptance or, if no number is inserted, the greater of:

                (a)     the relevant CODA Shareholder's entire holding of CODA
                        Shares as disclosed by details of the register of
                        members made available to the Receiving Agent prior to
                        the time the relevant Form of Acceptance is processed by
                        them;

                (b)     the relevant CODA Shareholder's entire holding of CODA
                        Shares as disclosed by details of the register of
                        members made available to the Escrow Agent prior to the
                        latest time for receipt of Form(s) of Acceptance which
                        can be taken into account for determining whether the
                        Offer is unconditional; or

                (c)     the number of CODA Shares in respect of which
                        certificates or an indemnity in lieu thereof is received
                        and/or, in respect of any CODA Shares in CREST, the
                        number of such shares which are transferred by the
                        relevant CODA Shareholder to his escrow account by means
                        of a TTE instruction;

        (ii)    that he is irrevocably and unconditionally entitled to transfer
                the CODA Shares in respect of which the Form of Acceptance is
                completed and that the entire beneficial interest in such CODA
                Shares in respect of which the Offer is accepted or deemed to be
                accepted are sold free from all liens, equities, charges,
                encumbrances and other interests and together with all rights
                attaching thereto on or after 23 February 1998, including the
                right to receive all dividends and other distributions, if any,
                declared, made or paid after that date;

        (iii)   that unless "NO" is inserted in Box 5 of the Form of Acceptance,
                such CODA Shareholder has not received or sent copies of this
                document, the Form of Acceptance or any related offering
                documents in, into, or from the United States, Canada, Australia
                or Japan; has not otherwise utilised in connection with the
                Offer, directly or indirectly, the mails of, or any means or
                instrumentality (including, without limitation, facsimile
                transmission, telex and telephone) of interstate or foreign
                commerce of, or any facility of a national securities exchange
                of, the United States, Canada, Australia or Japan; was outside
                the United States when the Form of Acceptance was delivered and
                at the time of accepting the Offer; and, in respect of the CODA
                Shares to which the Form of Acceptance relates, is not an agent
                or fiduciary acting on a non-discretionary basis for a principal
                who has given any instructions with respect to the Offer from
                within the United States, Canada, Australia or Japan and is not
                acquiring the new Baan Shares for purposes of resale directly or
                indirectly to a person within the United States; and the Form of
                Acceptance has not been mailed or otherwise sent in, into or
                from the United States, Canada, Australia or Japan or signed in
                the United States, Canada, Australia or Japan and such
                shareholder is accepting the Offer from outside the United
                States, Canada, Australia and Japan;

        (iv)    that the execution of the Form of Acceptance and its delivery to
                the Receiving Agent will, subject to the Offer becoming
                unconditional in all respects and the person accepting the Offer
                not having validly withdrawn his acceptance, constitute the
                irrevocable appointment of all and any of Baan and its managing
                directors and Goldman Sachs International and its directors as
                such shareholder's attorney and/or agent and an irrevocable
                instruction to the attorney and/or agent to complete and execute
                all or any form(s) of transfer and/or other document(s) at the
                discretion of the attorney and/or agent in relation to the CODA
                Shares referred to in paragraphs (i) and (ii) of this Part C in
                favour of Baan or such other person or persons as Baan or its
                agents may direct and to deliver such form(s) of transfer and/or
                other document(s) in the attorney's



<PAGE>   37

                discretion and/or the certificate(s) and/or other document(s) of
                title relating to such CODA Shares for registration within six
                months of the Offer becoming unconditional in all respects and
                to do all such other acts and things as may in the opinion of
                such attorney be necessary or expedient for the purpose of, or
                in connection with, the acceptance of the Offer and to vest in
                Baan or its nominees the CODA Shares;

        (v)     that the execution of the Form of Acceptance and its delivery to
                the Receiving Agent constitutes the irrevocable appointment of
                the Receiving Agent as such shareholder's attorney and/or agent
                and an irrevocable instruction and authority to the attorney
                and/or agent (i) subject to the Offer becoming unconditional in
                all respects in accordance with its terms and to an accepting
                CODA Shareholder not having validly withdrawn his acceptance, to
                transfer to itself (or to such other person or persons as Baan
                or its agents may direct) by means of CREST all or any of the
                Relevant CODA Shares (but not exceeding the number of CODA
                Shares in respect of which the Offer is accepted or deemed to be
                accepted) and (ii), if the Offer does not become unconditional
                in all respects, to give instructions to CRESTCo, immediately
                after the lapsing of the Offer (or within such longer period as
                the Panel may permit, not exceeding 14 days of the lapsing of
                the Offer), to transfer all Relevant CODA Shares to the original
                available balance of the accepting CODA Shareholder. "Relevant
                CODA Shares" means CODA Shares in uncertificated form and in
                respect of which a transfer or transfers to escrow has or have
                been effected pursuant to the procedures described in paragraph
                11 of the letter from Goldman Sachs International contained in
                this document and where the transfer(s) to escrow was or were
                made in respect of CODA Shares held under the same member
                account ID and participant ID as the member account ID and
                participant ID relating to the Form of Acceptance concerned (but
                irrespective of whether or not any Form of Acceptance reference
                number, or a Form of Acceptance reference number corresponding
                to that appearing on the Form of Acceptance concerned, was
                included in the TTE instruction concerned);

        (vi)    that the execution of the Form of Acceptance and its delivery to
                the Receiving Agent will constitute, subject to the Offer
                becoming unconditional in all respects and to an accepting CODA
                Shareholder not having validly withdrawn his acceptance, an
                irrevocable authority and request:

                (a)     to CODA or its agents to procure the registration of the
                        transfer of the CODA Shares in certificated form
                        pursuant to the Offer and the delivery of the share
                        certificate(s) and/or other document(s) of title in
                        respect thereof to Baan or as it may direct;

                (b)     subject to the provisions of paragraph 6 of Part B of
                        this Appendix I to Baan or its agents to procure the
                        despatch by post (or by such other methods as may be
                        approved by the Panel) of the relevant confirmation from
                        the Receiving Agent regarding the depository
                        arrangements in place for any new Baan Shares to which
                        an accepting CODA Shareholder may become entitled
                        pursuant to his acceptance of the Offer, at the risk of
                        such CODA Shareholder, to the person or agent whose name
                        and address outside the United States, Canada, Australia
                        or Japan is set out in Box 3 of the Form of Acceptance,
                        or, if appropriate, Box 6 of the Formal Acceptance or,
                        if none is set out, to the first-named holder at his
                        registered address outside the United States, Canada,
                        Australia or Japan;

                (c)     subject to the provisions of paragraph 6 of Part B of
                        this Appendix I, to Baan or its agents to procure that,
                        save where the accepting CODA Shareholder has entered a
                        valid securities account number and relative details in
                        Box 7 of the Form of Acceptance in accordance with the
                        instructions printed thereon, the securities account to
                        be opened by ABN, AMRO Bank N.V. pursuant to paragraph
                        (viii) of this Part C is duly credited in respect of any
                        new Baan Shares to which such CODA Shareholder(s) may
                        become entitled under the Offer, subject to the terms of
                        the Articles of Association of Baan;

                (d)     to Baan or its agents, to record and act upon any
                        instructions with regard to notices or dividend mandates
                        which have been recorded in the records of CODA in
                        respect of such CODA Shareholder's holding(s) of CODA
                        Shares as if such mandates had been given in respect of
                        its holding of new Baan Shares;

        (vii)   that the execution of a Form of Acceptance and its delivery to
                the Receiving Agent constitutes an authority



<PAGE>   38

                to any director of Baan or Goldman Sachs International and/or
                their respective agents within the terms of paragraph 4 of Part
                B and paragraph (iii) of Part C of this Appendix;

        (viii)  that the execution of a Form of Acceptance and its delivery to
                the Receiving Agent constitutes an authority to ABN, AMRO Bank
                N.V. to open a securities account in the name of the first-named
                registered holder of the CODA Shares in respect of which the
                Form of Acceptance has been so executed and delivered (as the
                same is set out in Box 3 of the Form of Acceptance), save where
                the accepting CODA Shareholder has entered a valid securities
                account number and relative details in Box 7 of the Form of
                Acceptance in accordance with the instructions printed thereon,
                in which case the execution of a Form of Acceptance and its
                delivery to the Receiving Agent constitutes an authority to Baan
                to arrange for the new Baan Shares to be issued to such CODA
                Shareholder to be duly credited to the securities account
                nominated by such CODA Shareholder in respect of such CODA
                Shares to which such CODA Shareholder may become entitled under
                the Offer, subject to the terms of the Articles of Association
                of Baan;

        (ix)    that, subject to the Offer becoming or being declared
                unconditional in all respects (or if the Offer will become
                unconditional in all respects or lapse immediately upon the
                outcome of the resolution in question) and pending registration:

                (a)     Baan shall be entitled to direct the exercise of any
                        votes and any or all other rights and privileges
                        (including the right to requisition the convening of a
                        general meeting of CODA or of any class of its
                        shareholders) attaching to any CODA Shares in respect of
                        which the Offer has been accepted or is deemed to have
                        been accepted and not validly withdrawn such votes
                        (where relevant) to be cast so far as possible to
                        satisfy any outstanding condition of the Offer; and

                (b)     the execution of a Form of Acceptance by a CODA
                        Shareholder in respect of the CODA Shares comprised in
                        such acceptance and in respect of which such acceptance
                        has not been validly withdrawn:

                        (i)     constitutes an authority to CODA from such CODA
                                Shareholder to send any notice, warrant,
                                document or other communication which may be
                                required to be sent to him/her as a member of
                                CODA (including any share certificate(s) or
                                other document(s) of title issued as a result of
                                a conversion of such CODA Shares into
                                certificated form) to Baan at its registered
                                office;

                        (ii)    constitutes an irrevocable authority to Baan or
                                any person appointed by Baan to sign any consent
                                to short notice on his behalf and/or attend
                                and/or execute a form of proxy in respect of
                                such CODA Shares and/or where appropriate, any
                                appointment pursuant to section 375 of the
                                Companies Act 1985 appointing any person
                                nominated by Baan to attend general meetings and
                                separate class meetings of CODA or its members
                                (or any of them) (and any adjournments thereof)
                                and to exercise or to refrain from exercising
                                (but subject to the Code) the votes attaching to
                                such shares on his behalf, where relevant, such
                                votes to be cast so far as possible to satisfy
                                any outstanding condition of the Offer; and

                        (iii)   will also constitute the agreement of such CODA
                                Shareholder not to exercise any of such rights
                                without the consent of Baan and the irrevocable
                                undertaking of such CODA Shareholder not to
                                appoint a proxy to attend any such general
                                meeting or separate class meeting;



<PAGE>   39

                This authority will cease to be valid if the acceptance is
                withdrawn in accordance with paragraph 4 of this Part B of
                Appendix I.

        (x)     that he is irrevocably and unconditionally entitled to transfer
                the CODA Shares in respect of which the Form of Acceptance is
                completed and the entire beneficial interest in such CODA Shares
                in respect of which the Offer is accepted or deemed to be
                accepted will be acquired under the Offer free from all liens,
                equities, charges, encumbrances and all other interests and
                together with all rights attaching thereto, including the right
                to receive and retain all dividends and other distributions (if
                any) declared, made or paid after the date hereof;

        (xi)    that he will deliver or procure that there is delivered to the
                Receiving Agent at the address referred to in paragraph 3 of
                Part B of this Appendix I, his share certificate(s) or other
                document(s) of title in respect of all CODA Shares (which are in
                certificated form) in respect of which the Offer has been
                accepted or is deemed to have been accepted and not validly
                withdrawn held by him, or an indemnity acceptable to Baan in
                lieu thereof, as soon as possible and in any event within six
                months of the Offer becoming unconditional in all respects;

        (xii)   that he will take (or procure to be taken) the action set out in
                paragraph 11(b) of the letter from Goldman Sachs International
                contained in this document to transfer all CODA Shares in
                respect of which the Offer has been accepted or is deemed to
                have been accepted and not validly withdrawn held by him in
                uncertificated form to an escrow balance as soon as possible and
                in any event so that the transfer to escrow settles within six
                months of the Offer becoming unconditional in all respects;

        (xiii)  that if, for any reason, any CODA Shares in respect of which a
                transfer to an escrow balance has been effected in accordance
                with paragraph 11(b) of the letter from Goldman Sachs
                International contained in this document are converted to
                certificated form, he will (without prejudice to paragraph (xi)
                of this Part C) immediately deliver or procure the immediate
                delivery of the share certificate(s) or other document(s) of
                title in respect of all such CODA Shares as so converted to the
                Receiving Agent at the address referred to in paragraph 3 of
                Part B of this Appendix I or to Baan at its registered office or
                as Baan or its agents may direct;

        (xiv)   that the execution of the relevant Form of Acceptance and such
                receipt will constitute the irrevocable appointment of each of
                Baan and Goldman Sachs International and their respective
                directors and agents as such shareholder's attorney and/or agent
                (the "attorney") within the terms of paragraph 4 of Part B of
                this Appendix I and this Part C and with authority to execute
                any further documents and give any further assurances which may
                be required in connection with the matters referred to in Part B
                of this Appendix I and this Part C and an irrevocable
                undertaking to such attorney to execute any such further
                documents and/or give any such further assurances as may be
                required;

        (xv)    that the terms and conditions of the Offer contained in this
                document shall be deemed to be incorporated in, and form part
                of, the Form of Acceptance which shall be read and construed
                accordingly;

        (xvi)   that, if he does not validly withdraw his acceptance, he will do
                all such acts and things as shall in the opinion of Baan and/or
                Goldman Sachs International be necessary or expedient to vest in
                Baan or its nominee(s) or such other persons as it may decide
                the CODA Shares aforesaid and all such acts and things as may be
                necessary or expedient to enable the Receiving Agent to perform
                its functions as escrow agent for the purposes of the Offer to
                the fullest extent;

        (xvii)  that he agrees to ratify each and every act or thing which may
                be done or effected by Baan or Goldman Sachs International or
                ABN, AMRO Bank N.V. or the Receiving Agent or any director of
                Baan or any director of Goldman Sachs International or any
                director of the Receiving Agent or their respective agents or
                CODA or its agents, as the case may be, in the exercise of any
                of the appointments and/or powers and/or



<PAGE>   40

                authorities hereunder;

        (xviii) that the execution of the Form of Acceptance constitutes his
                submission, in relation to all matters arising out of the Offer
                and the Form of Acceptance, to the jurisdiction of the courts of
                England;

        (xix)   that on execution the Form of Acceptance shall take effect as a
                deed; and

        (xx)    that if any provision of Part B of this Appendix I or this Part
                C shall be unenforceable or invalid or shall not operate so as
                to afford Baan or Goldman Sachs International or Northern
                Registrars or any director of any of them the benefit or
                authority expressed to be given therein, he shall with all
                practicable speed do all such acts and things and execute all
                such documents that may be required to enable Baan and/or
                Goldman Sachs International and/or Northern Registrars and/or
                any director of either of them to secure the full benefits of
                Part B and this Part C.

        (xxi)   References in this Part C to a CODA Shareholder shall include
                references to the person or persons executing a Form of
                Acceptance, and in the event of more than one person executing a
                Form of Acceptance, the provisions of this Part C shall apply to
                them jointly and to each of them.