Temenos : 2022 Minutes

MINUTES

of the

21st Ordinary General Meeting of Shareholders

of

TEMENOS AG ("the Company")

held without audienceon Wednesday 25th May 2022, at 11.30 a.m.,

at Fairmont Grand Hotel Geneva, Quai du Mont-Blanc 19, 1201 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.
Independent Proxy Holder	Sébastien Desfayes, law firm Perréard de Boccard S.A., Geneva
Shareholders represented:	according to the Chairman's declaration hereinafter

2 | 8

Opening of the Meeting

Mr. Andreas Andreades, Chairman of the Board of Directors, takes the chair for this meeting and declares open the 21st 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 COVID-19 Ordinance 3 of the Federal Council 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, 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. 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 27 April 2022. 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 or email directly to all shareholders recorded in the Company's shareholder's register with the right to vote as of 12 May 2022 at 5 pm CET. The 2021 Annual Report including the compensation report, the 2021 unconsolidated and consolidated financial statements and the auditors' reports have been made available at the Company's registered office 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 373'783'465 divided in 74'756'693 shares, it is stated for the record, that a total of 41'002'773 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	2021 Annual Report including the compensation report, the 2021
	unconsolidated financial statements and the 2021 consolidated
	financial statements

MOTION

RESOLUTION

The Board of Directors proposes that the 2021 Annual Report including the compensation report, the 2021 unconsolidated financial statements stating a profit for the year of CHF 2,291,199 and the 2021 consolidated financial statements stating a profit for the year of USD 173,369,324 be approved.

The Chairman proceeds with the vote.

The General Meeting of Shareholders approves the 2021 Annual Report including the compensation report, the 2021 unconsolidated and

3 | 8

consolidated financial statements by 38'710'711 votes FOR, 1'654'360 votes AGAINST and 637'702 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 521,659,667
	Profit for the year 2021	CHF 2,291,199
	Profit from disposal of treasury shares	CHF 1,965,322
	Retained earnings available to the General Meeting	CHF 525,916,188
	Allocation to general legal reserve	CHF (114,560)
	Allocation to reserve for treasury shares	CHF (126,478,533)
	Dividend to be distributed	CHF (71,600,000)
	Retained earnings to be carried forward	CHF 327,723,096
	Based on the audited financial statements for the financial year 2021, the Board
	of Directors proposes to distribute a dividend amounting to CHF 1.00 per share,
	for an estimated total amount of CHF 71,600,000 (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 out of the retained earnings
	as described above (subject to 35% Swiss withholding tax).
	Provided that the proposal of the Board of Directors is approved, the shares will
	be traded ex-dividend as of 30 May 2022 (Ex-date). The dividend record date
	will be set on 31 May 2022 (Record date) and the dividend will be payable as of
	1 June 2022 (Payment date).
	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
	40'991'967 votes FOR, 5'846 votes AGAINST and 4'960 votes ABSTAIN.

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
	2021.

The Chairman proceeds with the vote

4 | 8

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 2021 by 39'147'192 votes FOR, 157'183 votes
	AGAINST and 758'646 votes ABSTAIN.

ITEM 4	Compensation of the members of the Board of Directors and of the
	Executive Committee for the year 2023
ITEM 4.1	Compensation of the members of the Board of Directors for the year 2023
	(1 January to 31 December)
MOTION	The Board of Directors proposes to approve a maximum aggregate amount of
	USD 9'300'000 as fixed and variable compensation of the members of the
	Board of Directors for the financial year 2023.
	The Chairman proceeds with the vote.
RESOLUTION	The General Meeting of Shareholders approves the proposed 2023
	compensation of the members of the Board of Directors by 33'313'603
	votes FOR, 6'751'348 votes AGAINST and 937'822 votes ABSTAIN.
ITEM 4.2	Compensation of the members of the Executive Committee for the year
	2023 (1 January to 31 December)
MOTION	The Board of Directors proposes to approve a maximum aggregate amount of
	USD 30'000'000 as fixed and variable compensation of the members of the
	Executive Committee for the financial year 2023.
	The Chairman proceeds with the vote.
RESOLUTION	The General Meeting of Shareholders approves the proposed 2023
	compensation of the members of the Executive Committee by 26'640'784
	votes FOR, 13'424'457 votes AGAINST and 937'532 votes ABSTAIN.

ITEM 5	Elections of the members of the Board of Directors
ITEM 5.1	Elections of new members of the Board of Directors
ITEM 5.1.1	Ms. Deborah Forster
MOTION	The Board of Directors proposes the election of Ms. Deborah Forster 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 Ms. Deborah Forster as
	member of the Board of Directors by 40'824'238 votes FOR, 159'784 votes
	AGAINST and 18'751 votes ABSTAIN.

5 | 8

	Ms. Deborah Forster has declared acceptance of her mandate.
ITEM 5.1.2	Ms. Cecilia Hultén
MOTION	The Board of Directors proposes the election of Ms. Cecilia Hultén 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 Ms. Cecilia Hultén as member
	of the Board of Directors by 40'899'853 votes FOR, 80'388 votes AGAINST
	and 22'532 votes ABSTAIN.
	Ms. Cecilia Hultén has declared acceptance of her mandate.
ITEM 5.2	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 re-elections of Mr.
	Thibault de Tersant, Mr. Ian Cookson, Mr. Erik Hansen, Dr. Peter Spenser,
	Dr. Homaira Akbari, Mr. Maurizio Carli and Mr. James Benson as members
	of the Board of Directors, each for a term of office until completion of the next
	ordinary annual General Meeting of Shareholders.
	The Chairman proceeds with the votes.
ITEM 5.2.1	Mr. Andreas Andreades, member and Executive Chairman of the Board
	of Directors
RESOLUTION	The General Meeting of Shareholders re-elects Mr. Andreas Andreades
	as member and Chairman of the Board of Directors by 38'476'130 votes
	FOR, 2'334'986 votes AGAINST and 191'657 votes ABSTAIN.
	Mr. Andreas Andreades declares acceptance of his mandate.
ITEM 5.2.2	Mr. Thibault de Tersant, member of the Board of Directors
RESOLUTION	The General Meeting of Shareholders re-elects Mr. Thibault de Tersant as
	member of the Board of Directors by 34'612'186 votes FOR, 6'319'090
	votes AGAINST and 71'497 votes ABSTAIN.
	Mr. Thibault de Tersant has declared acceptance of his mandate.
ITEM 5.2.3	Mr. Ian Cookson, member of the Board of Directors
RESOLUTION	The General Meeting of Shareholders re-elects Mr. Ian Cookson as
	member of the Board of Directors by 35'087'857 votes FOR, 5'843'555
	votes AGAINST and 71'361 votes ABSTAIN.
	Mr. Ian Cookson has declared acceptance of his mandate.