Temenos announces completion of independent examination and publication of report

Press Releases, April 15, 2024

Temenos – Company

Ad hoc announcement pursuant to Art. 53 LR

GENEVA, Switzerland, April 15, 2024, — Temenos AG (SIX: TEMN), the banking software company, today announces the completion of the independent examination into the allegations made by Hindenburg Research on February 15, 2024. The examination was conducted by a Special Committee formed by Temenos’ Board of Directors (the ‘Board’) led by the Non-Executive Chairman, Thibault de Tersant. The Special Committee was assisted by Schellenberg Wittmer Ltd, Sullivan & Cromwell LLP, and forensic accountants from Alvarez & Marsal Switzerland LLC (the ‘Independent Examiners’).

The Independent Examiners were granted unrestricted access to company executives, personnel, records, communications, and all relevant documents. Their review analyzed the allegations made by Hindenburg Research, including Temenos’ compliance with applicable accounting standards and regulations, its strategic partnerships, its license renewal practices, the success of its products, its client relationships, and stock buybacks. Their findings are based on a review of more than 300,000 documents and electronic communications, and interviews of 17 current and former Temenos employees, including senior management. In total, over 150 attorney and forensic accounting professionals have spent over 22,000 hours investigating the allegations.

Based on this thorough independent external review, the Special Committee has determined that Hindenburg Research made incorrect and misleading allegations about Temenos and its accounting, products and customer relationships and presented purported facts about Temenos in a distorted manner or out of context. The findings of the independent examination have been presented to the full Board.

Neither the Board, nor its audit committee consider that the findings have any impact on Temenos’ previously published financial statements or change their belief that those financial statements fairly represent Temenos’ financial position, results of operations, and cash flows. In addition, Temenos’s annual report is published today, as previously announced.

Commenting on the announcement, Thibault de Tersant, Chairman of Temenos, said:

“I am pleased that the Independent Examiners have completed their review with the full cooperation and transparency from employees across the business. The report has found that Hindenburg’s Research’s allegations were inaccurate and misleading. It clearly reinforces the Board’s view that Temenos is running a sound business, offering best in class products and has robust financial controls and strong governance oversight. Temenos remains fully focused on servicing its clients and building relationships with its partners. The Board is confident that Temenos’ strategic plan and critical mass will allow it to continue to lead this market.”

A report of the Independent Examiners summarizing the examination’s scope, methodology and findings is now publicly available. Temenos invites its shareholders, clients, and partners to review the findings through this link.

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