Temenos AGM Statement
29 June 2004
Geneva, Switzerland, June 29th 2004. TEMENOS Group AG (SWX: TEMN), a provider of integrated, modular core banking systems, today comments on its Annual General Meeting of Shareholders.
Annual General Meeting
TEMENOS Group AG held its third Ordinary Annual General Meeting of Shareholders on Friday 25th June 2004, at 2pm, at the SWX Swiss Exchange (Convention Point), Selnaustrasse 30, in Zurich, Switzerland.
In this year’s General Meeting of Shareholders, of a total share capital of CHF 272,953,025, divided into 54,590,605 registered shares with a nominal value of CHF 5 each, a total of 26,070,846 registered shares were represented (48% of shareholder votes).
At the meeting, all proposals of the Board of Directors were accepted, including approval of the 2003 Company Report.
The Board of Directors has taken notice of Mr. Ioannis Protopapadakis’ resignation from the Board as of 4 May 2004. “We are sorry to accept Mr Protopapadakis’ resignation and would like to thank him for all his services rendered to the Board.”
PricewaterhouseCoopers SA have been re-elected as statutory auditors of the Company and Group Auditors. George Koukis, Chairman, provided the following information relating to conditional and authorised capital, items 6.1, 6.2 and 7 of the agenda. “The banking software sector is currently fragmented, and represented by a large number of small players. However, as this market matures we are beginning to change. Recent months have seen significant consolidation activity, with key industry players changing hands. The consensus amongst the industry experts is that this rate of acceleration will continue, if not accelerate in the near term, possibly with the entrance of new software companies that are currently not active in banking, as well as mergers of partners that would bring together both good software and good distribution under one roof. It is clear that the banking software landscape in three
to five years time will look fundamentally different to today. It is therefore essential that we give ourselves the flexibility to ensure we are best positioned to proactively take advantage of this trend.”
As a result, The General Meeting of Shareholder’s approved the creation of 13,917,000 of conditional capital and 17,500,000 of authorised capital.
In addition, The General Meeting of Shareholder’s approved, as per item 6.1 of the agenda, 5,400,000 of additional conditional capital for the issuance of stock options under Employee Stock Options Plan. “The stock options would be distributed over the next 3 years subject to the achievement of specific EPS targets. The plan seeks to align management interest with those of shareholders, it is integrated in compensation package and serves as long term incentive to retain key employees,” said George Koukis, Chairman.
-ENDS-
About Temenos
Founded in 1993, Temenos Group AG is a provider of integrated modular core banking systems to over 590 financial institutions in 110 countries worldwide. Temenos software provides banks with a single, real-time view of the client across the enterprise, enabling banks to maximize returns while streamlining costs. Whether providing 24/7 functionality to the wholesale, retail and private or universal banking sectors, partnering with central banks on core system replacement, or working with the World Bank on solutions for the emerging markets, Temenos knows banking. The company has a transparent approach to its operations and brings to bear its experience, expertise, commitment and professionalism on every project. Headquartered in Geneva, Switzerland, the company has 43 offices in 33 countries and is listed on the main segment of the SWX Swiss Exchange (TEMN). For more information please visit www.temenos.com
For more information, contact:
Max Chuard
Temenos Director
Corporate Finance & IR
Member of the Executive Board
Tel: +41 (0) 22 708 1157
Email: mchuard@temenos.com
Ben Robinson
Temenos Investor Relations Manager
Tel: +44 (0) 207 290 3012
Email: brobinson@temenos.com
Bianca Morgan
Temenos PR Manager
Tel: +44 (0) 207 423 3751
Email: bmorgan@temenos.com
Chris Patmore
Team 660
Metia for TEMENOS
Tel: +44 (0) 20 3100 3596
Email: chris.patmore@metia.com