Temenos : 2021 Minutes of the 20th Ordinary General Meeting of Shareholders

MINUTES

of the

20th Ordinary General Meeting of Shareholders

of

TEMENOS AG ("Company")

held without audienceon Thursday 20th May 2021, at 11.30 a.m.,

at TEMENOS offices : 2 rue de l'Ecole-de-Chimie, 1205 Geneva, Switzerland

Present:	Andreas Andreades, Chairman of the Board of Directors
	Ariel Boussiba, Company Secretary
Auditor's Representative:	Yazen Jamjum, Auditor in charge, PricewaterhouseCoopers S.A.
Notary:	Mariella Vallery-Spaethe,public notary, Geneva
Independent Proxy Holder	Sébastien Desfayes, law firm Perréard de Boccard S.A., Geneva
Shareholders represented:	according to the Chairman's declaration hereinafter

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Opening of the Meeting

Mr. Andreas Andreades, Chairman of the Board of Directors, takes the chair for this meeting and declares open the 20th Ordinary General Meeting of Shareholders of TEMENOS AG at 11.30 a.m. He reminds first that it has been decided to hold this General Meeting without attendance of the shareholders in accordance with the Ordinance 3 of the Federal Council on Measures to Combat the Coronavirus (COVID-19) and shareholders were requested to exercise their voting rights through the independent proxy holder.

He then appoints Mr. Ariel Boussiba as Secretary and speaker of this General Meeting held in French.

The Chairman states for the record as follows:

The Auditors, PricewaterhouseCoopers S.A., Geneva, are represented by Mr. Yazen Jamjum, Lead Auditor in charge. Furthermore, Me Sébastien Desfayes is present as the representative of the law firm Perréard de Boccard S.A., Geneva, Independent Proxy Holder and Me Mariella Vallery-Spaethe, public notary, whose presence is required in relation with item 4. The Chairman states that the Board of Directors has appointed Mr. Ariel Boussiba, Company Secretary, as recording secretary and speaker.

The shareholders have been convened and invited with publication of the agenda in the Swiss Official Gazette of Commerce on 26th April 2021. With such publication, this General Meeting of Shareholders has been convened in compliance with the Articles of Association and the provisions of the Swiss Code of Obligations. In addition, invitations have been sent by mail directly to all shareholders recorded in the Company's shareholder's register with the right to vote as of 7th May 2021 at 5 pm. The 2020 Annual Report including the compensation report, the 2020 unconsolidated and consolidated financial statements and the auditors' reports have been made available at the Company's registered offices and have been sent to the shareholders upon their request. Furthermore, these documents are available on the Company's website.

Out of an issued share capital of CHF 371'933'560 divided in 74'386'712 shares, it is stated for the record, that a total of 46'467'843 shares are represented at this Ordinary General Meeting of Shareholders by the independent proxy holder.

The Chairman refrains then from reading the agenda items, as the items were published and sent to all shareholders together with the invitation.

The Chairman moves then to the items on the agenda.

ITEM 1		2020 Annual Report including the compensation report, the 2020
		unconsolidated financial statements and the 2020 consolidated financial
		statements
MOTION		The Board of Directors proposes that the 2020 Annual Report including the
		compensation report, the 2020 unconsolidated financial statements stating a
		profit for the year of CHF 4,928,382 and the 2020 consolidated financial
		statements stating a profit for the year of USD 175,020,104 be approved.
	The Chairman proceeds with the vote.
RESOLUTION		The General Meeting of Shareholders approves the 2020 Annual Report
		including the compensation report, the 2020 unconsolidated and consolidated

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financial statements by 43'876'517 votes FOR, 1'401'971 votes AGAINST and 1'189'355 votes ABSTAIN.

ITEM 2	Allocation of the available earnings and distribution of dividend
MOTION	The Board of Directors proposes to allocate the available earnings as follows:
	Retained earnings brought forward	CHF 531,063,847
	2020 net income	CHF 4,928,382
	Retained earnings available to the General Meeting	CHF 535,992,229
	Allocation to general legal reserve	CHF (246,419)
	Dissolution of reserve for treasury shares	CHF 28,880,000
	Dividend to be distributed to shareholders	CHF (43,400,278)
	Retained earnings to be carried forward	CHF 521,225,532

Based on the audited financial statements for the financial year 2020, the Board of Directors proposes to distribute an ordinary dividend in cash amounting to CHF

0.90 per share, for an estimated total amount of CHF 65,000,000 (this amount may vary depending on the number of treasury shares and of issued shares as of the ex-dividend date). This distribution shall be declared approximately one third out of the general reserve from capital contributions as described below (not subject to Swiss withholding tax) and the balance out of the retained earnings as described above (subject to 35% Swiss withholding tax).

As a result, the general reserve from capital contributions at 31 December 2020, amounting to CHF 21,599,722 will be reduced as follows:

	General reserve from capital contributions (at disposal of the GM)	CHF 21,599,722
	Distribution of general reserve from capital contributions	CHF (21,599,722)
	General reserve from capital contributions to be carried forward CHF 0
	Provided that the proposal of the Board of Directors is approved, the shares will
	be traded ex-dividend as of 25 May 2021 (Ex-date). The dividend record date will
	be set on 26 May 2021 (Record date) and the dividend will be payable as of 27
	May 2021 (Payment date).
	Temenos treasury shares are not entitled to dividend.
	The Chairman proceeds with the vote.
RESOLUTION	The General Meeting of Shareholders approves the proposed allocation of the
	available earnings and the proposed distribution of dividend by 45'833'988
	votes FOR, 96'341 votes AGAINST and 537'514 votes ABSTAIN.

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ITEM 3		Discharge of the members of the Board of Directors and executive management
MOTION		The Board of Directors proposes that the members of the Board of Directors and
		executive management be granted, in globo, discharge for the financial year
	2020.
	The Chairman proceeds with the vote
RESOLUTION		The members of the Board of Directors and executive management have been
	granted in globo discharge of liability for their activities during the year ended
		31 December 2020 by 44'097'462 votes FOR, 130'914 votes AGAINST and
		1'286'715 votes ABSTAIN.

ITEM 4	Authorized capital
MOTION	The Board of Directors proposes the deletion of the existing article 3ter of the
	Articles of Association and the adoption of the following new article 3ter
	authorizing the Board of Directors to create authorized capital until 20 May 2023.
	The proposed amount represents less than 10% of the registered share capital of
	the Company. Only the paragraph 1 of article 3ter is modified. The rest of this
	article remains as per the existing wording.
	Proposed new article 3ter para. 1
	The Board of Directors is authorized to increase the share capital no later than 20 May
	2023, by an amount not exceeding CHF 35'500'000 by issuing up to 7'100'000 fully paid-
	in registered shares with a nominal value of CHF 5 each. An increase in partial amounts is
	permitted
	The Chairman proceeds with the vote.
RESOLUTION	The General Meeting of Shareholders approves the proposed creation of
	authorized capital and therefore the new article 3ter para.1 of the Articles of
	Association by 44'442'386 votes FOR (representing CHF 222'211'930), 1'484'420
	votes AGAINST and 541'037 votes ABSTAIN; the required qualified majority has
	therefore been reached.

ITEM 5	Compensation of the members of the Board of Directors and of the Executive
	Committee for the year 2022
ITEM 5.1	Compensation of the members of the Board of Directors for the year 2022
	(1 January -31 December)
MOTION	The Board of Directors proposes to approve a maximum aggregate amount of
	USD 8'200'000 as fixed and variable compensation of the members of the Board
	of Directors for the financial year 2022.

	5 | 8
	The Chairman proceeds with the vote.
RESOLUTION	The General Meeting of Shareholders approves the proposed 2022
	compensation of the members of the Board of Directors by 38'553'013 votes
	FOR, 6'038'226 votes AGAINST and 1'876'604 votes ABSTAIN.
ITEM 5.2	Compensation of the members of the Executive Committee for the year 2022
	(1 January -31 December)
MOTION	The Board of Directors proposes to approve a maximum aggregate amount of
	USD 40'000'000 as fixed and variable compensation of the members of the
	Executive Committee for the financial year 2022.
	The Chairman proceeds with the vote.
RESOLUTION	The General Meeting of Shareholders approves the proposed 2022
	compensation of the members of the Executive Committee by 37'490'851 votes
	FOR, 7'101'698 votes AGAINST and 1'875'294 votes ABSTAIN.
ITEM 6	Elections of the members of the Board of Directors
ITEM 6.1	Elections of a new member of the Board of Directors
	Election of Mr. James Benson
MOTION	The Board of Directors proposes the election of Mr. James Benson as member of
	the Board of Directors (Independent and Non-Executive), for a term of office until
	completion of the next ordinary annual General Meeting of Shareholders.
	The Chairman proceeds with the vote.
RESOLUTION	The General Meeting of Shareholders elects Mr. James Benson as member of the
	Board of Directors by 45'885'326 votes FOR, 51'905 votes AGAINST and 530'612
	votes ABSTAIN.
	Mr. James Benson has declared acceptance of his mandate.
ITEM 6.2	Re-elections of the members of the Board of Directors
MOTION	The Board of Directors proposes the re-election of Mr. Andreas Andreades as
	member and Chairman of the Board of Directors as well as the reelections of Mr.

Thibault de Tersant, Mr. Ian Cookson, Mr. Erik Hansen, Dr. Peter Spenser, Dr. Homaira Akbari and Mr. Maurizio Carli as members of the Board of Directors, each for a term of office until completion of the next ordinary annual General Meeting of Shareholders.