Temenos : 2023 AGM Agenda (English)

Everyone's

Banking

Platform

Invitation to the 22nd Annual General Meeting of Shareholders

of TEMENOS AG ("the Company")

to be held on Wednesday 3 May 2023 at 11.30 a.m.

at Mandarin Oriental, Geneva, Quai Turrettini 1, 1201 Geneva, Switzerland

CHAIRMAN'S LETTER

Dear Shareholders,

It is an honor to invite you to the 22nd Annual Shareholders' Meeting of Temenos. I would first like to review performance and the industry trends in 2022 and then address matters for consideration in this year's Shareholders Meeting.

Thoughts on our performance in 2022

2022 has been an unusual year in our 29-year history. We started the year with hope that the previous two years of operating within a global pandemic were behind us and that we would begin to return to something resembling a more normalized operating environment. What resulted was very different, and more reminiscent of some other unusual years in our operating history. The energy crisis triggered by Russia's invasion of Ukraine, and the subsequent rise in inflation we had indeed not expected, and neither had our clients. In addition, in the first half of the year at least, we saw a continuation of the trend of a significant elevation in people across the technology sector moving jobs either within the sector or seeking more flexible ways of working in technology and other sectors. We saw less of this trend in the second half of the year as macroeconomic uncertainty began to cool some of the heat in the technology job market.

Clearly there was a fundamental change in the entire technology market in 2022, not just for Temenos and the banking technology space. And within this context, I am very proud of the way all Temenosians rallied together to deliver for our clients across the globe. We have always known our people are the key to our success, and this was never more true than in 2022. Since the day we started Temenos we have had a strong set of values which are our true north. And in years like 2022, it is these values that see us through the year and enable us to keep moving forward.

Despite the unusual 2022, the fundamentals of our business are intact. We benefit from a large and growing opportunity, with an estimated USD 23 billion serviceable addressable market in third party banking software spend, which is expected to grow at 11% CAGR to reach around USD 34 billion by 2026. Bank IT spend is expected to increase in line with banks' revenue as the macroeconomic turmoil of the last couple of years stabilizes, with digital transformation of both front and back-office systems top of mind for banking executives.

Within our market, Temenos remains a clear industry leader. We have remained true to our business principles of selling packaged, upgradeable software with state-of-the-art technology, on a single code and configuration base. We continue to invest in R&D and innovation through the cycle to pull further ahead of the competition, and we are investing in Sales and Marketing to capture the growing demand in our market. This has enabled us to sustain high win rates, both across our traditional competitors and across the so-calledneo-vendors which have entered the market in the last five to ten years.

Sound corporate governance must include alignment between corporate performance and global responsibility. We are leading the market globally in terms of Environmental, Social and Governance ("ESG"), having embedded ESG into our operations and product offering. Top ESG global indices and ratings, such as DJSI (Top in our category globally), S&P (Gold distinction), FTSE4Good (Top 10%), CDP (Leadership band), ISS (Prime), MSCI AAA (Top), Sustainalytics (Top-rated ESG performer), Bloomberg Gender Equality Index (Top performer) and our Science Based targets are our credentials. The fundamental trend in our business towards SaaS and cloud adoption focuses on building a sustainable business for our customers, a true climate-related business opportunity, with a shift to 32% carbon efficient, greener Temenos technology and up to 95% carbon efficient, resilient service delivery to our customers with the hyperscalers. We are pioneering within our industry, helping our clients become sustainable and inclusive organizations, as we have the technical and ESG know how to combine digital transformation with sustainability.

Examining the market growth drivers in more detail, we see that the rise in demand for SaaS and cloud is a key driver of spend across all our clients, from tier 1 and 2 banks through to the challengers and new entrants to the banking services market. All of our clients are seeking to benefit from utilizing cloud infrastructure, and this is feeding into growing demand, with spend on third party SaaS expected to grow at around 34% per annum for the next few years. We are seeing this impact both in terms of the very strong growth in our SaaS revenue, and in the growth of our subscription revenue. We launched our transition to a subscription model at the start of 2022, which has significant benefits for our clients in terms of flexibility of the consumption model and the lower upfront cash outlay compared to traditional term licenses. For Temenos, not only do we capture a value up-lift from the move to subscription, but the subscription transition is also accelerating our move to a more recurring revenue model, with greater visibility on profit and free cash flow in the mid-term.

The transition to subscription does have an impact on our cash flow, as we collect less cash upfront compared to a traditional term license contract. However, this is offset by a positive working capital impact from the growth in our SaaS revenue which is larger than the corresponding negative impact from the shift to subscription because of the size and growth of our SaaS business. Like for like, we collect and book more revenue for a SaaS contract than subscription, because of the additional services we are selling alongside the software. This means that we already reached the minimum point in our free cash flow generation in 2022 and are forecasting a strong acceleration in free cash flow from 2023 onwards.

Temenos AG | Invitation to the 2023 Annual General Meeting

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2023 Annual General Meeting

CHAIRMAN'S LETTER continued

Values and leadership

As I am sure you are aware, we announced a number of governance changes in January 2023. Max Chuard stepped down as CEO and I took on the role of Acting CEO in addition to my Chairman responsibilities. I am grateful to Max for his 20 years of service to Temenos.

I will not be standing for re-election to the Board of Directors at this year's AGM and, as such, this is my last Chairman's letter to shareholders after 24 years in leadership positions with Temenos and 12 years as Chairman of the Board. The Board is in the process of seeking a new CEO, looking at both external and internal candidates, and I am confident it will find a suitable successor to take on the role and drive the growth of Temenos in the future. We expect this process to be complete by the end of 2023 and, once complete, I will hand over my CEO responsibilities as well. We are fortunate to have greater strength and depth in the skills of our Directors and have proposed Thibault de Tersant to take over the role of Chairman of the Board. Thibault is an incredibly experienced Software Executive and Board Director and is an outstanding choice to lead the Board and Company going forward.

I discussed our values earlier in this letter, and the senior management team we have in place is the embodiment of these values. We have built these values over the last 29 years and they will be as critical for the leadership of the Company over the years

to come. Our senior management are some of the best in the banking software space and I know the business is in very capable hands, with a team that will support whoever is brought in as the next CEO.

I firmly believe Temenos will continue its very successful journey and look forward to seeing the Company go from strength to strength in the future.

The 22nd Annual General Meeting of Shareholders

Please refer to the enclosed agenda for the items to be voted on. The Compensation Report included in the 2022 Annual Report provides details of our approach to compensation and the targets and controls we have put in place. Our compensation structure is heavily linked to performance to align us with the long-term objectives and priorities of our shareholders.

We will seek the elections of Ms. Dorothee Deuring and Mr. Xavier Cauchois to the Board of Directors, as Independent and Non- Executive Directors.

Based in Zurich, Dorothee Deuring is a corporate finance specialist, with deep knowledge of the banking, pharmaceutical, chemical and utilities sectors. She is currently a non-executive member of the Board of Directors of Axpo Holding AG (Switzerland) and Elementis plc (UK listed company, FTSE 250). Ms. Deuring formerly held mandates in several companies including Lonza Group AG (Swiss SMI listed company) and led the European Corporate Finance Advisory Group of UBS AG Wealth Management as Managing Director from 2011 to 2014. Prior to UBS, she served the Investment Banking arm of Bank Sal. Oppenheim Jr & Cie as Managing Director and Head Healthcare M&A. Temenos Board of Directors and its Committees will greatly benefit from Ms. Deuring's solid experience and skills in banking, finance, M&A, compliance and compensation areas.

Based in Paris, Xavier Cauchois has over 40 years of experience in the technology sector. Until May 2018 he was a senior Partner at PwC in France where he started and spent over 35 years, combining auditing and advisory activities. He held several management responsibilities and was a member of the France executive committee in charge of Partners and Strategy from 2013 to 2016. Mr.

Cauchois is currently an Independent Director of Dassault Systèmes and of Technicolor Creative Services. He brings extensive financial expertise as well as excellent understanding of software topics which will be of great benefit to the Temenos Board of Directors, including its Audit Committee, to support the group's strategic and business targets.

As Ms. Homaira Akbari, Mr. James Benson and Mr. Erik Hansen have also decided not to stand for re-election at this AGM I would like to thank them for their contribution and efforts in supporting Temenos over the years.

We have proposed a dividend of CHF 1.10 per share for 2022, an increase of 10% on the previous year.

I hope as many of you as possible will vote at this year's AGM and thank you for your confidence and support.

Andreas Andreades

Executive Chairman

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AGENDA AND PROPOSALS OF THE BOARD OF DIRECTORS

1. 2022 Annual Report including the Compensation Report, the 2022 unconsolidated financial statements and the 2022 consolidated financial statements
   Proposal
   The Board of Directors proposes that the 2022 Annual Report including the Compensation Report, the 2022 unconsolidated financial statements stating a profit for the year of CHF 1,219,885 and the 2022 consolidated financial statements stating a profit for the year of USD 114,420,169 be approved.
2. Allocation of the available earnings and distribution of dividend
   Proposal
   The Board of Directors proposes to allocate the available earnings as follows:

Retained earnings brought forward	CHF 327,682,321
Profit for the year 2022	CHF 1,219,885
Retained earnings available to the General Meeting	CHF 328,902,206
Allocation to general legal reserve	CHF (60,994)
Dividend to be distributed	CHF (79,100,000)
Retained earnings to be carried forward	CHF 249,741,212

Based on the audited financial statements for the financial year 2022, the Board of Directors proposes to distribute a dividend amounting to CHF 1.10 per share, for an estimated total amount of CHF 79,100,000 (this amount may vary depending on the number of treasury shares and 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 5 May 2023 (ex-dividend date). The dividend record date will be set on 8 May 2023 (record date) and the dividend will be payable as of 9 May 2023 (payment date).

Treasury shares are not entitled to a dividend.

1. Discharge of the members of the Board of Directors and executive management
   Proposal
   The Board of Directors proposes that the members of the Board of Directors and executive management be granted discharge for the financial year 2022.
2. Compensation of the members of the Board of Directors and of the Executive Committee for the year 2024 4.1. Compensation of the members of the Board of Directors for the year 2024 (1 January to 31 December)

Proposal

The Board of Directors proposes to approve a maximum aggregate amount of USD 2.3 million as fixed compensation of the members of the Board of Directors for the financial year 2024.

Explanation

Please refer to the Annex for more details.

4.2. Compensation of the members of the Executive Committee for the year 2024 (1 January to 31 December)

Proposal

The Board of Directors proposes to approve a maximum aggregate amount of USD 30 million as fixed and variable compensation of the members of the Executive Committee for the financial year 2024.

Explanation

Please refer to the Annex for more details.

Temenos AG | Invitation to the 2023 Annual General Meeting

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