Constellation Software Inc. — Annual Report 2026

Mar 31, 2026

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CONSTELLATION SOFTWARE INC.

Annual Information Form

March 31, 2026

CONSTELLATION SOFTWARE INC. ANNUAL INFORMATION FORM

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS ..................................................................................................... 1 CORPORATE STRUCTURE ........................................................................................................................ 2 NAME AND INCORPORATION .......................................................................................................................... 2 INTERCORPORATE RELATIONSHIPS ................................................................................................................ 3 GENERAL DEVELOPMENT OF THE BUSINESS ................................................................................. 11 OVERVIEW ................................................................................................................................................... 11 ACQUISITIONS .............................................................................................................................................. 12 RIGHTS OFFERINGS ...................................................................................................................................... 15 NOTES OFFERING ................................................................................................................................... 16 DESCRIPTION OF THE BUSINESS .......................................................................................................... 16 OVERVIEW ................................................................................................................................................... 16 BUSINESS STRATEGY ................................................................................................................................... 17 OPERATING GROUPS .................................................................................................................................... 18 PRODUCTS ................................................................................................................................................... 26 SALES AND DISTRIBUTION STRATEGY ......................................................................................................... 27 RESEARCH AND DEVELOPMENT ................................................................................................................... 27 INTELLECTUAL PROPERTY ........................................................................................................................... 27 FOREIGN OPERATIONS ................................................................................................................................. 27 COMPETITION .............................................................................................................................................. 27 EMPLOYEES ................................................................................................................................................. 28 RISK FACTORS ............................................................................................................................................. 28 DIVIDENDS ................................................................................................................................................... 42 DESCRIPTION OF CAPITAL STRUCTURE ........................................................................................... 44 MARKET FOR SECURITIES ..................................................................................................................... 52 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ............................................................................................................................................. 53 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY ..................................................... 54 BIOGRAPHIES ............................................................................................................................................... 56 COMMITTEES OF THE BOARD ....................................................................................................................... 59 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................ 61 LEGAL PROCEEDINGS ............................................................................................................................. 61 TRANSFER AGENT AND REGISTRAR................................................................................................... 61 INTERESTS OF EXPERTS ......................................................................................................................... 61 CONFLICTS OF INTEREST ...................................................................................................................... 61 ADDITIONAL INFORMATION ................................................................................................................. 62

CONSTELLATION SOFTWARE INC. ANNUAL INFORMATION FORM

All references in this Annual Information Form to ‘‘CSI’’, the ‘‘Company’’, ‘‘we’’, ‘‘us’’, ‘‘our’’ and ‘‘our company’’ refer to Constellation Software Inc. and its subsidiaries, unless the context requires otherwise. Unless otherwise indicated, all references to dollar amounts herein are to United States dollars.

All information contained herein is as at December 31, 2025 unless otherwise noted.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Information Form may constitute “forward-looking” statements which involve risks (including those which may arise in the future), uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Annual Information Form, such statements use such words as “may”, “will”, “expect”, “believe”, “plan”, “intend” and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under “Risk Factors”. Although the forward-looking statements contained in this Annual Information Form are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward looking statements. These forward-looking statements are made as of the date of this Annual Information Form and, except as may be required by law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

1

CORPORATE STRUCTURE

Name and Incorporation

The Company was incorporated under the Business Corporations Act (Ontario) on August 23, 1995. On March 7, 2000, the Company amalgamated with e2 Inc. and on June 29, 2000, the Company filed articles of arrangement, authorizing the transfer of all of the shares of Friedman Acquisition Corp., Creative Computer Solutions Inc. and Memory Lane Systems Inc., each a then wholly-owned subsidiary of the Company, to Constellation Software USA Inc. In connection with the arrangement, the Company issued 85,672 common shares in exchange for 259,595 common shares of N. Harris Computer Corporation and 667,013 common shares in exchange for 250,691 common shares of Trapeze Software Inc. The Company amalgamated with Constellation Justice Systems Inc. on March 1, 2002.

Concurrently with the closing of its Initial Public Offering on May 18, 2006, the Company’s share capital was reorganized to remove the previously existing series 1 and series 2 common shares, and to redesignate the previously existing series 3 common shares as Common Shares (the “Common Shares”).

On October 2, 2013, the Company’s shareholders (i) adopted a special resolution authorizing and approving an amendment to the articles of the Company in order to remove the Class A Non-Voting Shares, and (ii) adopted a special resolution authorizing and approving an amendment to the articles of the Company in order to create a new class of preferred shares designated as Class A Preferred Shares (“Preferred Shares”), to be issuable at any time and from time to time at the discretion of the Board of Directors of the Company (the “Board” or the “Board of Directors”) in one or more series. Articles of amendment reflecting these changes to the Company’s authorized capital were filed on March 28, 2014.

The Company’s head and registered office is located at 66 Wellington Street West, Suite 5300 TD Bank Tower, Toronto, Ontario, Canada, M5K 1E6, telephone: (416) 861-2279, Web-site: www.csisoftware.com. The contents of the Company’s website are not incorporated by reference into this Annual Information Form.

2

Intercorporate Relationships

The following list outlines, as at March 31, 2026, each of our material subsidiaries. Unless otherwise indicated, each material subsidiary is owned 100%, either directly or indirectly, by CSI.

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Entity Name Governing Jurisdiction
Head Office:
Constellation Software Inc. Ontario
1001135472 Ontario Inc. Ontario
Constellation Canadian Holdings Inc. Ontario
Constellation Group Holdings Inc. Ontario
Constellation Netherlands Holding B.V. Netherlands
Constellation Software Australia Pty Ltd. Australia
Constellation Software Canada-UK Holdings Inc. Ontario
Constellation Software Consolidation II Inc. Ontario
Constellation Software Consolidation III Inc. Ontario
Constellation Software Cyprus Financing Ltd. Cyprus
Crescent Insurance Limited Bermuda
CSI Ireland Financing Designated Activity Company Ireland
Constellation Software UK Holdco Ltd. England & Wales
CSI USA Inc. Delaware
Constellation USA Holdings Inc. Delaware
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3

Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction
Harris Operating Group:		Harris Operating Group:		Harris Operating Group:
i2 Federal Group Inc.	Delaware	nSide, Inc.	Alabama	INNOVATIVE MEDICAL MANAGEMENT, LLC	California
N. Harris Computer Corporation Canada		OnHand Schools, Inc. Pennsylvania		Just Associates, Inc. Colorado
Harris Computer Australia PtyLtd	New South Wales	PrismRBS, LLC	Delaware	MEDBILLIQ, LLC	Delaware
1001085515 Ontario Inc.	Ontario	QSI 2011 Inc. California		MEDfx Corporation Rhode Island
12998033 Canada Inc. dba Bullfrog Technologies	Canada	QUINTESSENTIAL SCHOOL SYSTEMS	California	MITCHELL & MCCORMICK, INC.	Georgia
2614768 Ontario Inc. Ontario		RBA PROFESSIONAL DATA SYSTEMS, INCORPORATED Pennsylvania		MorCare, LLC Illinois
6677657 Canada Inc. Québec		REALTIME INFORMATION TECHNOLOGY, INC.	New Jersey	PACIFIC MEDICAL MANAGEMENT SERVICES, INC.	California
Bizmatics India Private Limited	India	S & W Minicomputers, Inc. Alabama		Picis Clinical Solutions, Inc. Delaware
CharityLogic Inc.	Québec	Scholar Holdings Inc.	Delaware	PsyTech Solutions, Inc.	Pennsylvania
Cogsdale Corporation Canada		SCHOOLHOUSE SOFTWARE, INC. California		QRS, INC. Tennessee
Emerald Health Information Systems Ltd. Ontario		SJ Systems HoldingCorporation	Delaware	QUOTEBURST INC. Georgia
Gestion Lavallée Inc. Québec		SmartCOP, INC.	Florida	Resolv PracticeMax Inc.	Delaware
Globe P.O.S Systems Inc.	Ontario	SYSTEMS DESIGN, INC. Nebraska		Salar, Inc. Maryland
HARRIS ADELANTE SERVICIOS	Costa Rica	TAC 10, Inc. Iowa		SEDONA LEARNING SOLUTIONS, LLC	Indiana
Harris Computer Systems International Ltd. Israel		The Computer Solution Company Of Virginia, LLC	Virginia	Sidus Insights Inc. Delaware
HARRIS FINANCIAL CORP. Ontario		The Sidwell Company Illinois		SOURCEGROUP CBO, L.L.C.	Louisiana
Harris France SAS France		VITAL COMMUNICATIONS, INC.	New Jersey	SYNTHESIS HEALTH SOLUTIONS INC. Delaware
Harris Global Business Services Inc. Philippines		VLN Partners, LLC Pennsylvania		TeamPraxis, LLC	Hawaii
HARRIS LEARNING SOLUTIONS INC.	Ontario	Webcast Plus LLC	Arizona	UNIPHY HEALTH SYSTEMS, LLC Delaware
ICO Technologies Inc. Québec		AGENCY SOFTWARE, INC.	Idaho	Whittier Medical Management Associates,Inc.	California
INFINITE ANALYTICS INCORPORATED Ontario		Bobcad Cam, Inc. Florida		"Solutions",Inc.	Iowa
INTERNET FILING PROPRIETARY LIMITED	South Africa	Creditron, Inc.	Ohio	Altai Systems, Inc.	Florida
IONIZE TECHNOLOGY PROPRIETARY LIMITED South Africa		DATAVOICE INTERNATIONAL, INC. Texas		Capitol Appraisal Group, LLC Texas
ITEROM INC.	Ontario	DynaTouch Corporation	Texas	CASTLE SOFTWARE, INC.	New York
JAYWIL SOFTWARE DEVELOPMENT INC.	Ontario	ENSITE INCORPORATED Nebraska		CharityLogic Corporation California
JOBILLICO INC. Québec MediSolution (2009) Inc. /MédiSolution (2009) Inc. Québec		Harris MercuryHoldings Inc.	Delaware	Computer Arts,Inc.	Idaho
		Intedata Systems, Inc	Arkansas	Computer Software Innovations LLC	Delaware
Municipal Software U.S., Inc. Colorado		MID AMERICA COMPUTER CORPORATION Nebraska		Comspec International, Inc. Michigan
PATOINE TÉLÉCOM INC	Québec	PARTNER SOFTWARE, INC. Georgia		CORE TECHNOLOGY CORPORATION	Michigan
SAND TECHNOLOGY CORPORATION	Delaware	PerfectApps Inc.	Delaware	CREATIVE COMPUTER SOLUTIONS, INC. California
Sand Technology Deutschland GmbH Germany		PhoenixSoft, Inc. Arizona		CREATIVE INFORMATION SYSTEMS COMPANY, INC.	Maryland
SYSCON JUSTICE SYSTEMS INTERNATIONAL LIMITED England & Wales		Profile Systems Design Group, Inc.	Kentucky	DELTA COMPUTER SYSTEMS, INC. Mississippi
Abilis Solutions Pty Ltd Victoria		Questline, Inc. Ohio		DYNAMIC IMAGING SYSTEMS, INC.	New Jersey
Commerce Decisions PtyLtd.	Australia	Sarach Technologies, L.L.C.	Virginia	Eagle Advantage Solutions, Incorporated Georgia
Syscon Justice Systems International Pty Limited	Australia	Systems & Software, Inc. Vermont		eDoctrina Corp.	New York
SYSON JUSTICE SYSTEMS INTERNATIONAL PTY LIMITED Australia		UtilityConsumer Analytics Inc.	Delaware	eScholar LLC New York
VISION SOFTWARE SOLUTIONS PTY. LTD. Australia		2Team Computers LTD.	Israel	ETS DEVELOPMENT GROUP,LLC	Texas
Commerce Decisions Limited United Kingdom		IMD SOFT, INC. Nevada		Executive Information Services, Inc.	Nevada
Corporate IT Systems Limited England & Wales		iMDSoft B.V.	Netherlands	Harris (US) Computer LLC Delaware
Harris Chile Holding SpA Chile		iMDsoft GmbH Germany		HARRIS CORRECTIONS SOLUTIONS INC.	Delaware
K2 Medical Systems Holdings Limited United Kingdom		iMDsoft Sarl	France	HARRIS EDUCATION CONSULTING INC. Delaware
OneFile Ltd	United Kingdom	ELOQUANT France		HARRIS EDUCATION INC.	Delaware
QUICKSILVA LIMITED England & Wales		AixConcept GmbH Germany		HARRIS IMAGE API INC. Delaware
RIALTAS BUSINESS SOLUTIONS LIMITED	England & Wales	Alpha Computer GmbH	Germany	Harris Local Government Solutions Inc.	Delaware
XANALYS LTD	United Kingdom	CRP Informationssysteme GmbH Germany		Harris Systems USA Inc. Delaware
SCHOLAR L.P. Ontario		SIV - Service fur InformationsverabeitungAktiengesellschaft	Germany	i2 Group Inc.	Delaware
SCHOLAR PARENT L.P.	Ontario	SYGJES GmbH	Germany	IMS Enterprises, Inc. Alabama
Acceo HoldingInc./Gestion ACCEO Inc.	Ontario	Wiga-Soft AG	Switzerland	INFOCON CORP.	Pennsylvania
AumentumTech Bolivia S.R.L.	Bolivia	Force Information Systems Limited United Kingdom		Information Marketing Group Inc. Massachusetts
PG Govern Inc.	Québec	2547-0857 Québec Inc.	Québec	InterAct911 Corporation	Delaware
eNOAH iSOLUTION INDIA PRIVATE LIMITED India		CMTEK INC. Delaware		JR3 WEBSMART, LLC	Texas
COGSDALE SUPPORT LTD.	Delaware	Constellio Inc. Québec		KCENTRIC USA Inc. Delaware
Cogsdale Systems Inc. Delaware		Constellio Maroc Sarlau	Morocco	Liberty Source, LLC	Texas
HARRIS US VERTICAL HOLDINGS INC. Delaware		Dexco Corporation/Corporation Dexco Québec		Librestream US, Inc. Delaware
GO POS Incorporated Nova Scotia		Groupe De Geomatique Azimut Inc.	Québec	Mainstreet Software LLC	Delaware
I.M.D. Parent Ltd.	Israel	LOGICIELS SPORT-PLUS INC. Québec		MANAGEMENT DATA SYSTEMS, INC. Georgia
Everwin SAS	France	LOGILYS INC.	Québec	Manatron Holdings, Inc.	Delaware
ICO TECHNOLOGIES USA INC.	Delaware	PG SOLUTIONS CORPORATIVES ET FORESTIÈRES LTÉE	Québec	Municipal Software LLC Illinois
MEDIA-X SYSTEMS INC. Ontario		PRAENESTE TECHNOLOGIES INC. Québec		Globys Canada Corporation Ontario
Diamedx Inc.	Ontario	SOLUTIONS EMERGENSYS INC. EMERGENSYS SOLUTIONS INC.	Québec	DataPharm Network EDV-Dienstleistungs GmbH	Austria
Commerce Decisions Canada Inc.	Ontario	SYSTÈMES INFORMATIQUES UNIK INC. Québec		TECVIA HoldingGmbH	Germany
I2 GROUP LIMITED England & Wales		CCSI GLOBAL, INC. Illinois		Altera(Netherlands)B.V.	Netherlands
i2 Limited	England & Wales	Altera Digital Health Inc.	Delaware	DestinationRx,Inc.	Delaware
MODYO SpA	Chile	Doc-tor.Com L.L.C.	New Jersey	MEDHOST Solutions Corp.	Delaware
Genial Compliance Systems Ltd	England & Wales	HealthWeb Solutions, L.L.C. Pennsylvania		QUADRAMED AFFINITY CORPORATION	Delaware
Genial Genetic Solutions Limited England & Wales		NEW ULTIMATE BILLING,LLC	New York	Tempus Software, LLC	Delaware
K2 Medical Systems Limited	United Kingdom	FP Healthcare Intermediate,LLC	Delaware	IMT Solutions Corporation Virginia
K2 Medical Systems, Inc. Connecticut		Harris Genesis Holdings II Corp.	Delaware	ROSOKA Software, Inc.	Virginia
Xanalys Canada Inc. Ontario		BAVARIA HOLDINGS INC.	Delaware	SIRSI LIMITED England & Wales
ACCEO SOLUTIONS INC. Québec		Harris STC Corp.	Delaware	SIRSIDYNIX (CANADA) INC.	Alberta
eNoah iSolution Pte. Ltd.	Singapore	Envion Health, Inc.	Delaware	SIRSIDYNIX CHILE SpA Chile
eNOAH iSOLUTIONS,Inc.	California	IATRIC MS, INC. Delaware		SIRSIDYNIX PTY LTD	Australia
HARRIS HEALTHCARE HOLDINGS INC.	Delaware	Ingenious Med, Inc. Georgia		EZWIM B. V. Netherlands
HARRIS PUBLIC SECTOR HOLDINGS INC. Delaware HARRIS UTILITIES HOLDINGS INC. Delaware		Picis Clinical Solutions,Ltd.	United Kingdom	PharmaTax, GmbH Austria TECVIA Group GmbH Germany
		CONTRACT HEALTH SERVICES, INC.	Tennessee
I.M.D. SOFT LTD. Israel Alliance Réseaux SAS France		Inukshuk Technologies, L.L.C. Iowa CAI Investments, LLC Idaho		Altera Canada Corporation Ontario ALTERA HEALTHCARE INTERNATIONAL HOLDINGS, LLC Delaware
Azur Soft SAS	France	Sleuth Acquisition LLC Michigan		ALTERA HEALTHCARE IT (AUSTRALIA) PTY. LTD.	Australia
CTI Santé France		Capital Computer Associates, Inc.	New York	Altera Healthcare IT (Mauritius) Limited Mauritius
ELODEV	France	FIRST PACIFIC CORPORATION Oregon		dbMotion Ltd. Israel
Global Soft SAS France		INFO-MATIC INC.	New York	RxHealth Insurance Agency, Inc. Delaware
VENTYA SAS	France	ProSoft Technologies, inc. Pennsylvania		Acuitec, Inc. Georgia
Harris Computer Germany GmbH	Germany	Colossus, Incorporated North Carolina		MEDHOST Cloud Services, Inc.	Delaware
Modyo B.V. Netherlands		InterAct911 Mobile Systems, Inc.	Delaware	MEDHOST of Tennessee, Inc.. Tennessee
Modyo Chile SpA	Chile	Manatron Intermediate Holdings, Inc. Delaware		MEDHOST PR, INC.	Puerto Rico
MODYO COLOMBIA S.A.S. Colombia		SD Intermediate Inc. Delaware		MEDHOST Services, Inc. Delaware
Acceo Solutions Limited	England & Wales	SYSCON JUSTICE SYSTEMS, INC. California		MEDTeam Solutions, Inc.	Delaware
GTECHNA USA CORPORATION	Delaware	Tailored Business Systems, Inc.	Georgia	HARRIS HEALTHCARE EUROPE LIMITED United Kingdom
PG SOLUTIONS INC. Canada		Creditron Canada, Inc. Ontario		QuadCopper, LLC	Delaware
eNoah iSolution Pty Ltd Australia		CREDITRON CORPORATION	Illinois	QuadraMed Canada Corporation Nova Scotia
ENOAH ISOLUTION CANADA, INC. Ontario		Globys, Inc. Delaware		SIRSI IBERIA, S.L.	Spain
A G O INSURANCE SOFTWARE, INC. New Jersey		Carrier Management Systems, Inc.	Texas	SIRSIDYNIX SASU France
ADL DATA SYSTEMS, INC.	New York	Harris Computer Austria GmbH Austria		Ezwim Services B.V.	Netherlands
AQS LLC Illinois		SIV Utility Services GmbH	Germany	TECVIA GmbH	Germany
Asolva, Inc.	California	SIV.BG EOOD Bulgaria		TECVIA Media GmbH Germany
Benchmark Solutions Co LLC Virginia		Harris Computer Germany HoldCo GmbH Germany		PF2 ENTERPRISE INFORMATION SOLUTIONS CANADA ULC	British Columbia
Bizmatics Inc.	California	ABILIS SOLUTIONS CORP.	Maine	Altera (Mauritius) Limited	Mauritius
Caretracker, Inc. Delaware		Emergensys do Brasil Solucoes Para Seguranca Publica Ltda	Brazil	ALTERA HEALTHCARE (IT) UK LTD United Kingdom
Clinical Computer Systems, Inc.	Illinois	Allscripts Healthcare IT ME LLC Qatar		ALTERA HEALTHCARE IT (SINGAPORE) PTE. LTD.	Singapore
CLINIX MEDICAL INFORMATION SERVICES, LLC Delaware		ALLSCRIPTS PHILIPPINES INC.	Philippines	ALTERA HEALTHCARE IT MALAYSIA SDN. BHD. Malaysia
Collain Healthcare, LLC	Delaware	Altera Holding B.V. Netherlands		Core Medical Solutions Holdings Pty Ltd Australia
Dawn Holdings II Corp. Delaware		ALTERA MANAGED SERVICES LLC Delaware		Core Medical Solutions PtyLtd	Australia
digiChart, Inc.	Delaware	Connecture, Inc. Delaware		ALTERA DIGITAL HEALTH(INDIA)LLP	India
DOC-TOR.COM HOLDINGS LLC New Jersey EmpowerMax Billing Service, LLC Pennsylvania		MEDHOST, Inc. Delaware QuadraMed Corporation Delaware		dbMotion Inc.	Delaware
				AXIS Health Care, LLC	Alabama
ESRUN HEALTH INC.	Delaware	STChealth, LLC Delaware		MEDHOST Direct, Inc. Tennessee
FP Healthcare Holdings, Inc. Delaware		PICIS CLINICAL SOLUTIONS, S.A. Spain		Codes Rousseau SAS France
Gateway Electronic Medical Management Systems, Inc.	Delaware	IMT Holdings Corp.	Delaware	digital advisors GmbH Germany
Harris Genesis Holdings I Corp. Delaware		SmartSafety Software Inc. Delaware		Editorial Tráfico Vial S.A.U.	Spain
Harris Software Holdings Inc. Delaware		MANATRON,INC.	Michigan	FUMO Solutions GmbH Germany
Harris STC Holdings Corp. Delaware		SIRSI CORPORATION	Delaware	Heinrich Vogel Fachzeitschriften GmbH	Germany
Haystack Informatics, Inc.	Delaware	Ezwim Holding B.V.	Netherlands	Hubert Ebner Verlags GmbH Austria
IATRIC SYSTEMS, INC. Delaware		EZWIM LLC Delaware		Planéte Permis SAS	France
IM-Winter Holdings Inc.	Delaware	Globys APAC PtyLtd	Australia	TECVIA Switzerland GmbH Switzerland
ORATA S.A.R.L.	France	Wendel-VerlagGesellschaft mit beschränkter Haftung	Germany

4

Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction
Volaris Operating Group (excluding Lumine Group Inc. and its subsidiaries):		Volaris Operating Group (excluding Lumine Group Inc. and its subsidiaries):		Volaris Operating Group (excluding Lumine Group Inc. and its subsidiaries):
Volaris GroupInc.	Ontario	Technology Blueprint Limited England & Wales		VGAutomotive Germany GmbH	Germany
Volaris Group Europe B.V. Netherlands Volaris Group Australia Pty Ltd Australia Adapt IT Group Holdings Limited* England & Wales CrossCap Media Services Inc. Ontario		Vision Group B.V. Netherlands WiFiSPARK Limited England & Wales Zupa Tech Limited England & Wales Motionadata Vector Dectschland GmbH Germany		Brillian UK Limited England & Wales Helm Operations Software Inc. Ontario Spectec Canada Inc. Ontario Incadea(Beijing)Information andTechnology CoLtd China
Delacon Tech Solutions Private Limited India GALLERY SYSTEMS, INC. New York Intellicene India Private Limited India RunstarSingaporeHoldingsPte.Ltd. Singapore		MOTIONDATAVECTORSchweizGmbH Switzerland Chevin Computer Systems Limited England & Wales Chevin Fleet Solutions BV Belgium Chevin Fleet Solutions Pty Ltd. Australia		Incadea Bilisium Sanayi vs Ticaret Ltd Sti Turkey Incadea Colombia S.A.S. Colombia Incadea Greece Information Systems S.A. Greece incadea Hongkong Limited Hong Kong
Verstra Ventures Inc. Ontario Volaris NA Holdco ULC Alberta Volaris Software Inc. Ontario Incom SAS France '		Chevin Sarl France Heartcore Inc. Japan SSP Midco 1 Limited England & Wales Worldwide Chain Stores Holdings Limited England & Wales		Incadea India Private Limited India Incadea Italia Srl Italy incadea Korea Co. Ltd. Korea (the Republic of) Incadea New Zealand Limited New Zealand
Two Squared JsPurchaser HoldingIrelandLimited Ireland AssetWorks Australia Pty Ltd Australia Baseplan Software Pty. Limited Australia		TIBERSOFT TECHNOLOGIES INC. Delaware Advanced Computer Technologies, L.L.C Alabama Global Affiliates,Inc. Delaware		Incadea Norge AS Norway Incadea Portugal Lda Portugal Incadea SDN BHD Malaysia
Brillian APAC Pty Ltd. Australia CPR Vision Management Pte Ltd Singapore Delacon Pty Ltd. Australia Digitrak Pty Ltd Australia		ClickDimensions, LLC Georgia NORTHPOINTE INC. Delaware Dassian Strategic Solutions LLC Delaware Dassian Technical Canada Limited British Columbia		IncadeaSpainSL Spain International Car Dealer Applications Mexico S.A. de C.V. Mexico Expretio Technologies Inc. Canada ModaxoEuropeA/S Denmark
FiveByFive Software Pty Inc. Australia Four J's Development Tools Asia Pty Ltd Australia		Dassian UK Limited England & Wales EnvisionWarePtyLtd Australia		Modaxo Inc. Ontario Modaxo Traffic Management Canada Inc. Ontario
Holocentric Pty Ltd Australia Infoview Technologies Pty Ltd Australia Smartrak Aust Pty Ltd Australia The Alpha School Systems Pty Ltd Australia Trapsoft Solutions India Private Limited India		Servoy Inc. Delaware Symplicity LLC Delaware AdaptIT Australasia Limited (New Zealand) New Zealand AdaptIT Nigeria Limited Nigeria Cash Bases South Africa (Pty) Ltd* South Africa		Modaxo UK Limited England & Wales Modaxo USA Holdings Inc. Delaware Routematch Software Pty Ltd Australia TransTrack Systems Canada Inc. Ontario Volaris Brasil Tecnologia Ltda Brazil
ValuePro Software Pty Ltd Australia VLRSAUS Pty Ltd Australia Volaris Group NZ Ltd New Zealand		. CQS Confirmations (Pty) Ltd. (South Africa) South Africa Education Information Technology Services Limited Ireland Micros South Africa (Pty) Ltd.* South Africa		. Servoy B.V. Netherlands Two Squared France II SAS France Two SquaredFrance SAS France
Volaris Group UK HoldCo Ltd. England & Wales CULTURA US HOLDCO INC. Delaware		Strive Software International (Pty) Ltd. South Africa AdaptIT Australasia (Pty) Ltd. (Australia) Australia		Datapro, Inc. Panama Modinter S.A. Ecuador
Volaris USHoldcoInc. *	Delaware	AdaptIT Botswana(Pty)Ltd.	Botswana	Portfolio+ Incorporated Ontario
AdaptIT Holdings (Pty)Ltd. South Africa Crosscap Media Services, Inc. California Runya Information Technology (Shanghai) Co., Ltd China 1001432167 Ontario Inc. Canada Agronomix Software, Inc. Manitoba AssetWorks Canada Inc. Ontario Bacchus Canada Holdings Ltd. Ontario		AdaptIT Solutions Ltd. (Kenya) Kenya LGR Analytics Inc.* Georgia Aislelabs Inc. FZ LLC United Arab Emirates Aislelabs Information Technology Services LLC United Arab Emirates Aislelabs Limited England & Wales Akuiteo SAS France Clarity RFID AB Sweden		Professional Card Processing, Corp Panama Quarzo Sistemas, S.A. Costa Rica Vencora Australia PtyLtd. Australia VencoraUK Limited England & Wales VENCORAUSINC. Delaware Four J's Development Tools (India) Private Limited India Four J's Development Tools (UK) Ltd England & Wales
Brillian Canada Inc. Ontario Incadea GmbH Germany Modaxo Group Inc. Ontario Two Squared Software Development Limited Ireland Vencora Canada Inc. Ontario Four J's Development Tools Holding S.A. Luxembourg Lutra Limited Quantum InventionsPrivateLimited Singapore Support Management Solutions Pty Ltd. Australia Aurora Information Technology Pty Ltd. Australia Broadcast Map Australia Pty Ltd Australia Broadcast MAP Group Limited New Zealand Decideware Development Pty Ltd Australia Envisionware Australia Pty Ltd. Australia		Clarity RFID Limited England & Wales Data Consulting S.A. Switzerland EVOLIS s.a.r.l France Gaina Limited Northern Ireland MMA Holding SA Switzerland Spectec GroupHoldingsLimited Cyprus		Four J's Development Tools Europe Limited Ireland FourJ'sDevelopment ToolsFrance SARL France Four J's Development Tools SAS France Four J's Development Tools Software Vertriebs GmbH Germany Four J's Do Brasil Desenvolvimento de Software Ltda Brazil Four J's Software Iberica S.L. Spain PT Quantum Inventions Indonesia QI Mobility (India) Private Limited India Quantum Inventions Sdn. Bhd. Malaysia Broadcast M.A.P. Limited New Zealand Pegasus Systems Holdings Pty Limited Australia Pegasus Systems Limited New Zealand Aprais Limited England & Wales Sportsground Limited New Zealand
		Trakm8 Holdings Limited England & Wales Verilocation Holdco Limited England & Wales Worldwide Chain Stores Limited England & Wales Incadea (Shanghai) Information and Technology Co Ltd China Inforap - Aplicações de Informática, Lda. Portugal AEP Ticketing Solutions S.R.L. Italy Binary System S.r.l. Italy ebblo UK Limited England & Wales
MUSAC Limited New Zealand Pegasus Systems (Australia) Pty Ltd Australia Softlink Australia Pty Ltd Australia Softlink EuropeLimited England & Wales Advanced Management Systems Ltd Australia Smartrak Systems Limited New Zealand Agiboo B.V. Netherlands		Modaxo Group France SAS France Modaxo Group Germany GmbH Germany Modaxo Group UK Limited England & Wales Modaxo Portugal, Unipessoal Lda Portugal Nexfeld Norway AS Norway Pcentra Ltd. Israel SignatureRail Limited England & Wales		Smartrak Limited New Zealand Stop Tags Limited New Zealand Alemba Limited England & Wales Alemba NZ Limited New Zealand Alemba Pty Ltd Australia Across Systems GmbH Germany ASCAutomotive Solutions Center AG Germany
Alemba TopcoLimited England & Wales ASC Automotive Solution Center Schweiz AG Switzerland Company Watch Limited England & Wales Core Tech Software Limited Ireland		Trapeze Group Sweden AB Sweden Trapeze Software Nederland B.V. Netherlands VoyagerrSweden AB Sweden Modaxo Traffic Management Cyprus Ltd. Cyprus		Cultura Technologies Deutschland GmbH Germany Esteiro Business Solutions Canada Inc. Canada Esteiro Business Solutions Limited England & Wales Artifax Group Limited England & Wales
Cultura Technologies Ltd England & Wales EASA Software Limited England & Wales Esteiro Holdings Limited England & Wales fmade GmbH Austria Fd E SL Si		Modaxo Traffic Management UK Ltd. England & Wales GCR INC. Louisiana Modaxo Traffic Management USA Inc. Delaware Trapeze Software Group, Inc. Delaware TMHldiPLd Ali		BitSoftSA Romania Bullet Solutions - Sistemas de Informaçao S.A. Portugal Corbet Engineering Limited England & Wales DisplayNoteTechnologiesLimited England & Wales GAWk Liid Eld & Wl
oo xperts, .. pan Furlong Business Solutions Ltd England & Wales Kinetic Solutions Limited England & Wales Lightbulb Analytics Limited England & Wales MOTIONDATA VECTOR Software GmbH Austria Nathan Grace Holdings Limited England & Wales Nitrosell Limited Ireland		rapezeanagementongstyt ustraa SS TELEMÁTICA E SERVIÇOS LTDA. Brazil Servoy GmbH Germany Servoy SRL Romania PCSoft Informatique SAS France 4D SAS France Fisa Colombia S.A.S. Colombia		ossetors mte ngan aes Grosvenor Systems Limited England & Wales HGEM Ltd. England & Wales IndiCater Ltd England & Wales Letmc Holdings Limited England & Wales SenteanGroupB.V. Netherlands Spark Technology Services Limited
SmithJapan HoldingsKK Japan SSP Midco2 Limited England & Wales Volaris Group Canada Holdings Inc. Ontario Wellington Computer Systems Limited Northern Ireland Wynne Systems (UK) Ltd England & Wales Zeit AG Switzerland Cl Thli LLC Dl		Data Action Pty Ltd Australia BBT Software AG Switzerland Crealogix Holding AG Switzerland Datapro, Inc. Florida Global Outsource Services, LLC Florida VencoraUSHoldingsInc. Delaware F J'DlTlLii SAdCV Mi		Sunrise Software Limited England & Wales Tech Blue Software Private Limited India Crealogix AG Switzerland Crealogix MBA LTD England & Wales Crealogix PTE LTD Singapore Innofis ESGM S.L. Spain D Chil SA Chil
utura ecnooges eaware 4R Systems Holdings Inc. Delaware ACTUSHoldCoInc. Delaware ALEMBA GROUP INC. Delaware Alpine Testing Solutions, Inc. Utah ANDAR SOFTWARE INC. Massachusetts Apdata System, Services & Outsourcing Corporation Florida Artbinder Systems, Inc. Delaware ARTSYSTEMS, INC. Delaware Asset InterTech, Inc. Texas Assetworks Inc. Delaware AssetWorks Risk Management Inc. Delaware Assetworks USA, INC. Delaware Baseplan North America, Inc. Delaware CATERTRAX INC. Delaware		ours eveopmentoosatnoamerca.. e .. exco Across Systems.RU OOO Russian Federation H&H Communication Lab GmbH Germany ServiceERP GmbH Germany SoftwareCompanyAMIC GmbH Germany Artifax Software Limited England & Wales Bit Soft Bulgaria Ltd. Bulgaria Bit Soft France SAS France Bit Soft HU Korlátolt Felelősségű Társaság Hungary Expremio Marketing S.R.L Romania Knowit Consulting S.R.L. Romania DisplayNote Technologies SLU Ireland The Mystery Dining Company Ltd. England & Wales AgentOs Proptech Group Ltd. England & Wales Sentean Consultancy B.V. Netherlands		atapro e p e Policy Processing Systems Technology Corporation Delaware Silvervine Inc. Georgia SSP (USA), Inc. Colorado Travis Software Inc. Delaware Artifax Limited England & Wales Sentean Technologies Netherlands Dragintra B.V. (Netherlands) Netherlands Dragintra Fleet Services UK Ltd. England & Wales Dragintra Fleet Solutions GmbH Germany Dragintra France SASU France Dragintra LDA Portugal Fleetexpert NV Belgium SSP Holdings Limited England & Wales Click Dimensions Spain, S.L. Spain
Charity Dynamics, Inc. Delaware Chevin Fleet Solutions LLC Delaware Clarity Group, Inc. Delaware Clarity RFID Inc. Delaware ClickD Corporation Delaware Comprose, Inc. Missouri Constellation Justice Systems Inc. New York Courtview Justice Consulting Inc. Delaware Courtview Justice SolutionsInc. Delaware CRITERIONS SOFTWARE, INC. Delaware Dairyland Midwest, Inc. Iowa Dassian Inc. Delaware		Sentean International B.V. Netherlands Sentean Software B.V. Netherlands SenteanSolutionsB.V. Netherlands Checkdocs Ltd England & Wales Routevision Belgium B.V. Belgium Routevision NederlandB.V. Netherlands RoutevisionServicesB.V. Netherlands Dragintra BV (Belgium) Belgium SSP Bidco Limited England & Wales Charge Group LLC Delaware Nutrition in Motion, LLC Delaware Click Dimensions Israel Israel		Orbis Communications Incorporated Canada CareerHub Pty Ltd Australia Visual Eyes Pty Ltd Australia Contranet Sistemas LTDA Brazil AMOS USA INC Washington ShipNet Software India Private Limited India Spectec AB Sweden Spectec Asia Pacific Pte Ltd Singapore Spectec Ltd England & Wales Spectec OOO Russian Federation Spectec Shanghai Limited China Verilocation Limited England & Wales
Decideware, Inc. California DISPATCHING SOLUTIONS, INC. California EASA Inc Florida		ClickDimensions AP AC, Ltd. New Zealand ClickDimensions Ireland Limited Ireland SCCanadianCallCororation Canada		Verilocation Transport Limited AMoTech GmbH ebblo Finland O	England & Wales Switzerland Finland
. EdisonLearning Solutions Inc. Delaware Edi Pli Sli I Dl		p SymplicityAustralia PtyLtd SliiBil LTDA	Australia Bil	y ebblo Germany GmbH F AS	Germany N
ucaton annng outons, nc. eaware Envisionware, Inc. Georgia		ympctyraz Symplicity Colombia SAS	raz Colombia	ara orway Trapeze Africa (Pty) Ltd South Africa
FACILITYFORCE, INC. Delaware		Symplicity UK Ltd. England & Wales *		SISCOG USA, Inc. United States
FIVEBYFIVE SOFTWARE, INC. Delaware Four J's Development Tools Inc. Washington Infomanager, Inc. Texas INTELLICENE INC. Delaware InTempo Software Inc. Delaware		Mandarin Trading (Proprietary) Limited South Africa Spa Guru Proprietary Limited* South Africa Brillian Group AS Norway SpecTec Spa Italy Box Telematics Limited England & Wales		SISCOG, Link, Ace Portugal DOUBLEMAP INC. Indiana Ride Systems, L.L.C. Utah TransLoc Inc. Delaware Trapeze Middle East Telecommunications Equipment Trading LLC United Arab Emirates
Kinetic Software Inc. Pennsylvania MEDAPTUS SOLUTIONS INC. Delaware Metafile Information Systems, Inc. Minnesota Multiforce Systems Corporation New Jersey		Data Driven Telematics Ltd England & Wales DCS Systems Limited England & Wales Interactive Projects Limited England & Wales Roadsense Technology Ltd. England & Wales		Trapeze Rail Pty Ltd Australia Crealogix BaaS GmbH & Co. KG Germany Crealogix GmbH Germany QontisAG Switzerland
Parlance Corporation Massachusetts Raf Software Technology Inc. Delaware		Route Monkey Limited England & Wales Trakm8 Limited England & Wales		SaudiCREALOGIXSingle-Partner LLC SSP Limited	Saudi Arabia England & Wales
Sansio, Inc. Delaware SHIPNET USA INC. Delaware SMARTRAK USA INC. Delaware SoftChalk LLC Virginia SOFTLINK AMERICA INC Cld		Trakm8s.r.o. Czech Republic ConnexasHoldingsLimited England & Wales ebblo Poland sp. Z.o.o. Poland ebblo Switzerland GmbH (Switzerland) Switzerland MdSftIdi PitLiitd Idi		SSPSirius SolutionsLimited England & Wales Unihub Ltd. England & Wales Incognito Software Philippines, Inc. Philippines ShipNet Asia Pte Ltd Singapore IDEA dt lti GbH G
, . oorao Topaz Technologies, LLC Texas Tribute, Inc. Ohio Unique Business Systems Corporation California		ocore owarena rvaeme na Corethree Ltd England & Wales Imperial Civil Enforcement Solutions Limited England & Wales Taranto SystemsLimited England & Wales		aa souons m ermany Trapeze-ElgebaGmbH Germany Fara Danmark A/S Denmark Fara ITS Israel LTD. Israel
Volaris-SymplicityPurchaser HoldingInc. Delaware WennSoft, Inc. Delaware WORLDWIDE CHAIN STORES, INC. Delaware WYNNE SYSTEMS, INC. California		SISCOG - Sistemas Cognitivos, S.A. Portugal Pcentra Service Centers Ltd. Israel TTG Technology (Europe) Limited England & Wales Voyagerr Scandinavia AB Sweden		Fara Oy Finland Fara Polkska SP Zoo Poland Fara Sweden AB Sweden Crealogix BaaS Verwaltungs GmbH Germany
Adapt IT (Pty) Ltd. South Africa AdaptIT Consulting (Pty) Ltd. South Africa AdaptIT International Ltd. Mauritius AdIT Sli P Ld Si		GCR International, LLC GCR TechnologyMexico, S.DeR.L.De C.V. (subsidiary ofGCR,Inc.) ModaxoParkindyLLC JHldiC	Delaware Mexico Delaware Dl	Holdgrove Limited England & Wales Key Choice Insurance Markerting Limited England & Wales Keychoice Underwriting Limited England & Wales L Pl UK Liid Eld & Wl
apt outons te t. ngapore Aislelabs Inc. Ontario Andar Software Ltd. Ontario AssetWorks Fleet Solutions Ltd. England & Wales		ourney ong orp. eaware ROUTEMATCH HOLDINGS, LLC Delaware TransTrack Systems, Inc. California Trapeze Austrics Pty Limited Australia		oop orta mte ngan aes Policy Master Group Limited England & Wales Software Solutions Partners Africa Proprietary Limited South Africa SSP (Africa) Holdings, (Proprietary) Limited South Africa
Bravura Security Inc. Alberta Cognyte Software UK Limited England & Wales EntrepriseIntellicene Canada Inc. Québec Illi Sf Ld Bil		Trapeze Digerati Pty Ltd Australia Trapeze Group Asia Pacific Pty Ltd Australia Trapeze Group Malaysia Sdn. Bhd. Malaysia TGSiPLd Si		SSP (New Zealand) Limited New Zealand SSP India Private Limited India Mediquote Health Solutions Limited England & Wales Sii Fiil S G Liid Eld & Wl
ntecene otware ta. raz Orion Software Inc. Québec Symphia Intellicene Ltd. Israel		rapeze roup ngaporetet ngapore TTG (Holdings) Pty Ltd Australia PCSCloud Sarl France		rus nanca ystems roup mte ngan aes SSP Sirius Limited England & Wales SYSTEMTECKNIK GmbH Germany
Windward Software Systems Inc. British Columbia 1000447253 Ontario Inc. Ontario Bibli C Oti		4D Australasia Pty Ltd. Australia 4D Deutschland GmbH Germany 4D J Ltd J		Sectornet Limited England & Wales SSP Asia Pacific PTY Limited Australia Zl Rtil DtStLiitd UitdKid
ocommons orp. naro Evans CaseLoad Inc. Canada		apan . apan 4D Logiciel Maroc Sarl Morocco		onaea aaysemsme SymplicityLLC	nengom United States
Function Point Productivity Software Inc. British Columbia FunctionFox Systems Inc. British Columbia		SNJS Development SAS France Crealogix (Deutschland) GmbH Germany
*ConstellationSoftwarehasaneffectiveinterestof73.93%in Adapt IT.

5

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Governing
Entity Name Governing Jurisdiction Entity Name Jurisdiction
Volaris Operating Group - Lumine Group Inc. and its
subsidaries Volaris Operating Group - Lumine Group Inc. and its subsidaries
Sicap India Private Limited India VAS-X Australia Pty Ltd Australia
Lumine Software Solutions (Motive) India Private Limited India Aleyant Spain SL Spain
Lumine Software Solutions India (Digital & Messaging) Private Limited India SpatialNetworX Staff Investments Pty Ltd. Australia
Lumine Software Solutions India Private Limited India OpenWave Messaging (Spain) S.L. Spain
Lumine Group Inc. Ontario OpenWave Messaging GmbH Germany
Incognito Software Systems Inc. British Columbia OpenWave Systems B.V. Netherlands
Incognito USA Inc. Delaware Synchronoss Technologies SpA Italy
Lumine Group Australia Holdco Pty Ltd Australia NetEngage Ltd England & Wales
Lumine Group Software Solutions (Ireland) Ltd Ireland Neural Technologies Limited England & Wales
Lumine Group UK Holdco Ltd England & Wales WDS Mobile Limited England & Wales
Lumine Group US Holdco Inc. United States TransMedia Dynamics (Asia) Sdn Bhd Malaysia
Lumine HoldCo EU A/S Denmark TransMedia Dynamics Inc. United States
Lumine Holdings Group (Israel) Ltd. Israel TransMedia Dynamics Limited England & Wales
Motive Software Solutions Inc Canada MDS CEM Holdings Limited England & Wales
Tarantula Global Holdings Pte Ltd Singapore Velocix Solutions India LLP India
Telepin Software Systems Inc. Ontario Velocix Solutions Portugal, Unipessoal Lda Portugal
Vas-X Proprietary Limited South Africa Titan.ium Platform LLC United States
Vidispine Inc. Canada Datafusion Systems s.r.o. Czech Republic
Advantage 360 Software, LLC United States DF Systems LLC Oman
Aleyant Systems, LLC Illinois Soft Dev Kl Sdn. Bhd. Malaysia
Kansys Inc. United States A Metering AB Sweden
Kansys International Limited England & Wales COLLAB – Soluções Informáticas de Comunicação e Colaboração, S.A. Portugal
Ubersmith Inc. United States Lumine Group France SAS France
Velocix Solutions USA Inc. United States SICAP Schweiz AG Switzerland
Spatial Software Solutions Australia Pty Ltd Australia Symbrio AB Sweden
SpatialNetworX Technologies Australia Pty Ltd. Australia Flash Networks BV Netherlands
OpenWave Messaging (Ireland) Limited Ireland Flash Networks Inc. Delaware
RazorFlow Software Solutions Ireland Limited Ireland Flash Networks Singapore Private Limited Singapore
Incognito Interactive Limited Ireland Mobixell Networks (Israel) Ltd. Israel
Lifecycle Software Limited England & Wales Unipier Mobile Ltd. Israel
OpenWave Messaging KK. Japan Motive Software Solutions Japan KK Japan
TransMedia Holdings Limited England & Wales SpatialNetworX Nominees Pty Ltd Australia
Velocix Solutions Limited England & Wales Neural Technologies GmbH Germany
Axyom.Core Inc. United States Neural Technologies Incorporated United States
OpenWave Messaging (US) Inc. United States Prime Creation Technology International Pte Ltd Singapore
RazorFlow Software Solutions (US) Inc. United States PT. NT8 Software Solutions Indonesia Indonesia
SpatialInfo, Inc United States Teltron Limited British Virgin Islands
Titanium Software Holdings, Inc. United States MDS Global Ltd England & Wales
DF Systems FZ-LLC United Arab Emirates Titan.ium Platform Holding B.V. Netherlands
Netadmin Systems i Sverige AB Sweden Titanium Platform Inc. Canada
Vidispine GmbH Germany Titanium SiRRAN USA Inc United States
Flash Networks Ltd. Israel Wiztivi SAS France
Motive Software Solutions (UK) Ltd England & Wales Sicap France SAS France
Motive Software Solutions Mexico, S.A. de C.V. Mexico Mobixell Networks (Europe) Ltd England & Wales
Motive Software Solutions Romania S.R.L. Romania SpatialNetworX Software Australia Pty Ltd. Australia
Tarantula Asia Pacific Pte Ltd Singapore PT. Neural Technologies Integrated Solutions Indonesia
Tarantula.net India Private Limited India Titan.ium Netherlands B.V. Netherlands
Tarantula.net Limited England & Wales Titan.ium Platform Czech Republic s.r.o. Czech Republic
Synchronoss Technologies France SAS France Titan.ium Platform Germany GmbH Germany
Synchronoss Technologies, Inc. United States Titanium Platform Limited England & Wales
SN Technologies LLC United States Titanium Poland Sp z.o.o Poland
Synchronoss Technologies India Private Limited India Oy Wiztivi Gaming Ltd. Finland
Synchronoss Software Ireland Ltd Ireland
Constellation Software has an effective interest of 100% of the Super Voting Shares and 61.4% of the Subordinate Voting Shares of Lumine Group Inc.
----- End of picture text -----**

6

==> picture [482 x 472] intentionally omitted <==

----- Start of picture text -----

Governing
Entity Name Governing Jurisdiction Entity Name Jurisdiction Entity Name Governing Jurisdiction
Jonas Operating Group: Jonas Operating Group: Jonas Operating Group:
Gary Jonas Computing Ltd. Ontario Nodum Software S.R.L. Uruguay Squirrel Hub Group Pty Ltd Australia
Jonas Software Aus Pty Ltd Australia Pollution Monitors Limited United Kingdom Gladstone Education Limited England & Wales
Perpetro Software Pty Ltd Australia Tucasi Limited England & Wales Gladstone MRM Limited United Kingdom
4GL Solutions Ltd. Ontario Uniware Systems Limited England & Wales Aava Ohjelmistot OY Finland
ATI Advertising Technologies Inc. British Columbia Uruware Software SAS Uruguay AMT Group Limited Ireland
Benbria Corporation Canada Vesta Software Group NA S.A.S. Dominican Republic Blayhall Marine Limited United Kingdom
CAST Group of Companies Inc. Ontario RewardOps, Inc. Delaware Bluestar Software Limited United Kingdom
Constellation Payments Processing Canada Inc. Canada Automatic Netware Limited (Ireland) Ireland Carlson Marketing FZ-LLC United Arab Emirates
CORA Global (Private) Limited Sri Lanka EASIT AB Sweden Corporate Software and Asset Management Limited Alberta
Drumlin Ventures Inc. dba Teachworks Canada Ariane Kiosks & Systems Iberica SL Spain Evercommerce UK Company Limited United Kingdom
Imagine Everything, Inc. Alberta Ariane Systems North America Inc. Delaware EZ-Runner Systems Limited United Kingdom
InfoMax Technologies Ontario Ariane Systems SAS France FashionMaster Limited England & Wales
InnoSoft Canada Inc. Ontario Ariane Systems UK Limited United Kingdom Fitronics Limited (includes Cap2 business)(dba The Retention People) United Kingdom
Jonas RewardOps Holdco Inc. Ontario Inhotels Ariane GmbH Germany Hopewiser Holding Group Limited United Kingdom
Jonas Software Africa (Proprietary) Limited South Africa Apesa Software, S.A. de C.V. Mexico Infoscience Limited Ireland
Jonas Software Ireland Limited Ireland INTELCOST S.A.S. Colombia Intelligent Counting Limited United Kingdom
Jonas Software Singapore Pte Ltd. Singapore Vesta Software Group Latam S.A. Uruguay Invicta Business Machines Limited England & Wales
Jonas Software Solutions Inc. Nova Scotia 1000927437 Ontario Inc. Ontario Jegymester Kft Hungary
Lean Software Services Inc. Ontario COMMON CENTS SOLUTIONS, INC. Mississippi Jonas Lifestyle Limited United Kingdom
Magnusmode Limited Ontario DFM Holdco Inc. Delaware Kahootz Limited United Kingdom
Omniterm Data Technology Ltd Canada Jonas Software USA LLC Delaware London & Zurich Limited United Kingdom
P & W Enterprises Ltd. Alberta Orion Wine Software Inc. Delaware Metalogic Holdings Limited (MHL) United Kingdom
PVX Plus Technologies Ltd. Ontario Transport Compliance Services Pty Ltd Australia PCI Systems Limited United Kingdom
RBRO Solutions Inc. Canada AMT-Sybex (Software) Limited Ireland Power2SMS United Kingdom
Resolve Software Group Canada Inc. Ontario AMT-Sybex Limited United Kingdom RBRO Solutions-UK Limited England & Wales
Vertus Group Mexico Holdco Inc., S. de R.L. de C.V. Mexico Havenstar MMS Limited United Kingdom Rock Solid Knowledge Ltd. United Kingdom
Vesta Software Group Holding Kft Hungary Havenstar Software Solutions Limited United Kingdom Salon Software Solutions Limited United Kingdom
Volante Holdco Inc. Ontario Star Marina Solutions LLC Delaware Seiki Systems Limited United Kingdom
Amfac Pty Ltd Australia Clubwise Software Limited United Kingdom The Hessel Group Limited England & Wales
Black Box Control Pty Ltd Australia Fitii Ltd. United Kingdom WebCreative UK Limited United Kingdom
C&r Software Pty Ltd Australia Hopewiser Limited United Kingdom Wheatley Associates Holdings Limited England & Wales
Chameleon Software Pty Ltd Australia London & Zurich Finance Limited United Kingdom Workflow Asset Management Limted United Kingdom
Clubwise Software Pty Limited Australia Jonas Metals Software Limited (ML) United Kingdom XN Leisure Systems Limited United Kingdom
Cora Group Australia Pty Ltd Australia Greycon Software Sociedad Anonima (Uruguay) Uruguay Contronics Limited England & Wales
Corum Health Pty Ltd Australia Greycon Software Support and Development MEPE Single Member Limited Liability Company (Greece) Greece CRB Cunninghams Limited Scotland
Dynamiq Pty Ltd Australia Shandong Greycon Software Technology Limited (China) China Cunninghams Epos Group Limited England & Wales
Entrance Control Pty Ltd Australia Machine Max India Private Ltd. India Dataflow Events Ltd. England & Wales
Ezy Systems Pty. Ltd. Australia Vesta Merchant Services Limited England & Wales Fidelity Systems Limited United Kingdom
Finpower Australia Pty Ltd Australia Automatic Netware Italia SRL (Italy) Italy Green 4 Solutions Limited England & Wales
Gmh Systems Pty Ltd Australia Bookassist Austria GmbH (Austria) Austria Greycon Limited (UK) England & Wales
Happen Business Pty Limited Australia Bookassist Czech Republic s.r.o. (Czech Republic) Czech Republic Hellenic Systems Limited England & Wales
Healthpoint Anz Pty Ltd Australia Bookassist Deutschland GmbH (Germany) Germany Hospitality Tech Holdings Ltd (KOBAS) England & Wales
Healthpoint Limited New Zealand Bookassist España S.L.U. (Spain) Spain Imaginet Ltd England & Wales
Impos Solutions International Pty Ltd Australia Bookassist Italia SRL (Italy) Italy Jonas Event Technology Limited England & Wales
Intersoft Systems Limited New Zealand Softdoc Netware S.L. (Spain) Spain Jonas Sport Limited England & Wales
Jonas Leisure Pty Ltd Australia INTELCOST S.A.C. Peru Machine Max Limited England & Wales
JONAS SOFTWARE NZ LIMITED New Zealand Alignet SAS Uruguay MCR Systems Limited England & Wales
Kestral Computing Limited New Zealand Almazar SAS Uruguay Mine Tech Services (UK) Limited England & Wales
Kestral Computing Pty Ltd Australia Amisoft Ingenieria SpA Chile Motion Software Limited Scotland
Kevin McCarthy & Associates Limited New Zealand Datalogic Ingenieros SAS Uruguay CORA BEC Inc. Delaware
Kitomba Australia Pty Ltd Australia Geocom Uruguay S.A. Uruguay CORA Construction Holdco Inc. Delaware
Mtdata holdings Pty Ltd Australia Godans S.A. Uruguay CORA Moving Holdco Inc. Delaware
OnTap Data Pty Ltd. Australia GXC S.A. Uruguay CORA Premier Holdco Inc. Delaware
RBRO Solutions-Asia Pacific Pty Ltd Australia KPITEC SpA Chile Data-Basics Inc. Ohio
Resolve Software Group Pty. Ltd. Australia Magalink S.A. (K2B) Uruguay Site Service Software Inc. Delaware
RewardOps Pty Ltd. Australia Nodum Argentina S.R.L. Argentina Vanson Technology Services, Inc. Minnesota
Shortcuts Software Pty Ltd Australia Nodum S.A. Uruguay Volante (USA) Inc. Delaware
Sqible Australia Pty Ltd Australia Qwantec Ingenieria SpA Chile WEBRECON LLC Michigan
Supportability Software Pty Ltd Australia Somarey S.A. (Gsoft) Uruguay CampSite.com Inc. Delaware
Theta Technologies Pty. Ltd. Australia Uxo SAS Uruguay eFitFinancial, Inc. Colorado
Turnpoint Software Pty Ltd. Australia Vesta Software Group ARG S.A.S. Argentina JONAS COLLECTIONS AND RECOVERY INC Delaware
Vetlink Pro Limited New Zealand Volante Software Inc. Ontario Jonas Business Systems Inc. New York
Centaman Systems Pty Ltd Australia Monarq Holdco Inc. Delaware Jonas Ticketing Inc. Delaware
Jonas Leisure Limited New Zealand 123Signup Association Management Solutions, Inc. California MedQ, Inc. Texas
Gladstone Limited United Kingdom 97 Display, LLC North Carolina SHORTCUTS SOFTWARE HOLDINGS, INC. Delaware
Jonas Computing (UK) Limited United Kingdom Club Caddie Holdings Inc. Delaware American Service Finance, LLC Delaware
Vesta Software Group Limited England & Wales CORA Group US Holdco, Inc. Delaware COALITION SECURITY GROUP INC. Delaware
ASF Payment Solutions, ULC British Columbia Diamond Touch, Inc. Texas Critical Impact Software Inc. Virginia
Constellation Payments Processing USA Inc. Nevada EZ Facility Inc. Delaware Fitii LLC Delaware
Youbill Canada Inc. Ontario Greycon North America Inc. Delaware Pike 13 Inc. Delaware
RewardOps Inc. Ontario Innovative Computer Solutions, Inc. New Jersey PrestoSports, LLC Delaware
Integrated Club Solutions Africa (Pty) Ltd South Africa INREACH, LLC Delaware Pyxis Licensing Group Inc. Delaware
Bookassist Holdings Limited (Ireland) Ireland JCR HOLDCO INC. Delaware Technique Fitness, Inc. Pennsylvania
Invotech Limited Ireland Jonas Aus US Holdco Inc. Delaware Compumove Systems Corporation California
Jonas Software Sweden AB Sweden Jonas Fitness Inc. Delaware Ineo Intermediate Holdings, LLC Delaware
LCI Lavandier Cardot Investissements SAS France Jonas Fitness Portfolio Holdco Inc. Delaware Total Service Software, Inc. Texas
LSS SOFTWARE HOLDINGS, INC. Delaware JONAS FOOD HOLDCO INC. Delaware Aptech Computer Systems, Inc. Pennsylvania
Tracx Systems Ltd. Alberta Jonas Holdings LLC Delaware Cornerstone Billing Holdco Inc. Delaware
Arenim Technologies Kft. Hungary Jonas Software UK Holdings Inc. Delaware JJJ & H, Inc. Florida
Beker-Soft Informatika Kft. Hungary mJobTime Corporation Texas Tangerine Global, LLC California
Greycon Gmbh Germany SMS Software Holdings LLC Delaware C&R Software Holdings Inc. Delaware
SK Trend Kereskedelmi és Szolgáltató Informatikai Korlátolt Felelősségű Társaság Hungary Vertus Group Holdco Inc. Delaware CR Software LLC Virginia
Vesta Software Group Latam Topco, S.L. Spain WineFetch Inc. Delaware Jonas Collections and Recovery Canada Inc. Ontario
Volante Acquireco Inc. Ontario YouBill, Inc. Pennsylvania Jonas Collections and Recovery Limited United Kingdom
Computrition, Inc. California Marrakech (U.K.) Limited United Kingdom UAB Jonas Collections and Recovery Lithuania Lithuania
JONAS US HOLDCO INC. Delaware Paygate Solutions Limited United Kingdom SHORTCUTS SOFTWARE, INC. Delaware
Magic Pulse Limited New Zealand Geocom Software C.A. Ecuador Immersion Media, LLC North Carolina
Pacsoft International Limited New Zealand Geocom Software México S. de R.L.de C.V. Mexico SuperFanU, LLC Delaware
Seekom Limited New Zealand Geo Tecnología de la Información y Comunicación SpA Chile Ineo Financial Solutions, LLC Colorado
Lrs Health Pty Ltd Australia Geocom Software S.A. Argentina Ineo Global Mobility Limited Ireland
Mobile Tracking And Data Pty Ltd Australia Geocom Software Colombia S.A.S. Colombia Ineo IP Holdco, LLC Florida
MtData NZ Limited New Zealand Nodum Servicios S.R.L. Uruguay Ineo LLC Colorado
Resolve Software Group NZ Limited New Zealand Qwantec Mexico, S.A. de C.V. Mexico Ineo Management, LLC Florida
Shortcuts Software (UK) Limited England & Wales Qwantec Peru SAC Peru Ineo Tax Services, LLC Connecticut
Shortcuts Software Australia Pty Ltd Australia Volante Software (USA) Inc. Delaware Mortgagekeeper Referral Services, Inc. New York
Shortcuts Software Limited New Zealand BuildZoom Data Inc. Delaware Jonas Collections and Recovery India Private Limited India
Brainstorm Software Pty Ltd Australia CORA Ascente VMS Inc. Delaware MwC Partners Limited England & Wales
----- End of picture text -----

7

==> picture [440 x 417] intentionally omitted <==

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Entity Name Governing Jurisdiction Entity Name Governing Jurisdiction
Perseus/Andromeda Operating Group: Perseus/Andromeda Operating Group:
Andromeda Software Inc. Delaware Perseus Group Software Ltd England & Wales
Selectapension Limited England & Wales Perseus Software US Inc. Delaware
Andromeda Group Ventures Inc. Delaware Auto I.T. (Malaysia) Sdn. Bhd. Malaysia
Andromeda Innovation Fund Inc. Delaware Ibcos Computers Ltd England & Wales
CAKE Software, Inc. Delaware C Systems Software, Inc. Texas
Constellation Data Labs Inc. Maryland Charter Software Solutions Inc. Delaware
Constellation Enterprise Online Inc. Delaware Constellation Homebuilder Systems Inc. Delaware
Constellation USA Financing Systems Inc. Delaware Dealer Information Systems Corporation Washington
Constellation1 Inc. Delaware Gemini Software Inc. Delaware
Dark Matter Technologies LLC Delaware Ideal Computer Systems Inc. Iowa
Project Badger Holdco Inc. Delaware IDS Software Inc. North Carolina
Tune, Inc. Delaware Majiq Inc. Delaware
Constellation Technologies Private Limited India Miram Solutions Inc. Delaware
G1440 Realty Inc. Delaware OPTIVIQ INC Delaware
Seventy3, LLC Delaware Paulson Computer Systems Inc. Washington
Enterprise Online, LLC Delaware Perseus Management Group Inc. Delaware
Showcase IDX Inc. Delaware Perseus Payments Inc. Delaware
Constellation Mortgage Solutions, Inc Delaware POMS Corporation Delaware
Optimal Blue, LLC Texas Catalyst Computer Systems Limited England & Wales
Andromeda Software Corp Ontario Clinical Computing UK Limited England & Wales
Contour Software (Private) Limited Pakistan Mediqal Health Informatics Limited England & Wales
Perseus Group Software Pakistan (Private) Limited Pakistan MOPSsys AB Sweden
HasOffers Germany GmbH Germany Perseus Group Software Private Limited India
HasOffers Israel, Ltd. Israel Constellation Eclipse Inc. Delaware
The Gadberry Group, LLC Delaware G1440 Inc. Delaware
Constellation Technology Solutions Inc. Delaware CalcAir Employee Benefit Systems Inc Delaware
ReverseVision, Inc. Delaware Constellation Horizon Retail Solutions Inc. Delaware
Andromeda Software LP Ontario Constellation R.O. Writer Inc. Delaware
AutoSoft Dynamics (Private) Limited Pakistan Project Cobalt Inc. Delaware
Perseus Group Europe B.V. Netherlands Quantitative Medical Systems, Inc. Delaware
Clinical Computing Pty Ltd. Australia Perseus Group Software Corp. Ontario
Perseus Group Australia Pty Ltd. Australia Gemini Software Corp. Ontario
OPTIVIQ Finland Oy Finland Perseus Holdco L.P. Ontario
Auto-I.T. Australia Pty. Ltd. Australia Perseus LATAM Holdings Inc. Ontario
Auto-I.T. Pty. Ltd. Australia Perseus Minority Holdco Inc. Ontario
Auto-IT Limited New Zealand Gemini Software L.P. Ontario
GoldCare Solutions Pty Ltd. Australia Perseus Pension Valuation Group L.P. Ontario
Newman's of Kogarah (Wholesale) Pty Ltd. Australia Optiviq Colombia S.A.S. Colombia
Opala Software Ltda Brazil Perseus Software Brazil LTDA Brazil
OPTIVIQ BRASIL LTDA Brazil Project Node Holdco Inc. Delaware
Winklevoss Technologies, LLC Delaware Matrix Sistemas E Servicos Ltda Brazil
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8

Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction
Vela Operating Group:		Vela Operating Group:		Vela Operating Group:
A+W Software GmbH Germany		Accredo Business Software Ltd	New Zealand	Vela Software GroupNZ No.3 Ltd	New Zealand
Vela Mining Holdings Inc. Federal		Solutionists Ltd New Zealand		Vela Software Group NZ No.4 Ltd	New Zealand
Vela Software International Inc. Ontario		EDIStech Ltd New Zealand		Vela Software Group NZ No.5 Ltd New Zealand
A + W Software France SAS	France	Triquestra New Zealand Ltd New Zealand		Vela Software Group NZ No.6 Limited New Zealand
A + W Software Sweden AB Sweden		Farm Focus Limited	New Zealand	VSG11 Pty Ltd Australia
A&W Software UK Limited	England & Wales	Autoi Limited	New Zealand	VSG12 PTY LTD	Australia
A+W Software Polska Sp.z.o.o. Poland		Vitalcare Pty Ltd	Australia	VSG14 PTY LTD Australia
Bitec Büro für Informationstechnik GmbH	Germany	Autoinfo Pty Ltd Australia		VSG9 PtyLtd	Australia
Constellation Netherlands Holdings 2 Coöperatief U.A. Netherlands Antilles		NEMS AS Norway		VSGNZ1 LIMITED	New Zealand
Vela Software Africa ProprietaryLimited	South Africa	Vela Technologies India LLP	India	Ascertra AS	Norway
A&W Software Australia Pty Ltd	Australia	Atex Global Media Sarl	France	Atex Media Ltd. England & Wales
Atex Pty Limited Australia		Atex Global Media Srl Italy		Datamine Corporate Limited	United Kingdom
Datamine Australia Pty Ltd. Australia		Atex Media Command AB	Sweden	Halcom d.d.	Slovenia
FOG Australia PtyLtd	Australia	Atex Media Oy Finland		IN2 d.o.o.	Croatia
Meridian Health Informatics Pty Ltd	Australia	Atex Pte Ltd.	Singapore	Vela Software Limited England & Wales
Metech Holding Pty Ltd Western Australia		Atex Software GmbH Germany		Vela Software Spain, S.L.U. Spain
Minemax Pty Ltd	Australia	Polopoly AB	Sweden	Vela UK Holdco Ltd	United Kingdom
Minemax Scheduler Pty Ltd Australia		Datamine Africa (Pty) Ltd South Africa		Vela US Holdco Inc. Delaware
Petrosys Pty Ltd	Australia	Datamine Brasil Solucoes em Technologia Ltda.	Brazil	Spatial Dimension Canada ULC British Columbia
Snowden Holdings Pty Ltd Australia		Datamine Chile S.A. Chile		Ikon Intermediate Limited England & Wales
Spectra QEST Holdings Pty Ltd Australia		Datamine International Limited	United Kingdom	roundLAB Corp.	Texas
Vela Software Group Pty Ltd	Australia	Datamine Peru S.A. Peru		A.S. Sistemas de Informática Ltda. Brazil
Datamine Canada Inc. Ontario		Datamine Software Limited	United Kingdom	Aurum Softmatic Ltda.	Brazil
Datamine MiningServices Mexico S.A de C.V.	Mexico	Infomill Holdco Limited United Kingdom		Fácil Informática Ltda. Brazil
A + W Software Latin America, S de R.L. de C.V.	Mexico	Jumpstart Communications (Pty) Ltd South Africa		Kurier Tecnologia em Informação Ltda.	Brazil
A + W Software Services Latin America, S de R.L. de C.V. Mexico		Jumpstart Holdings(Pty)Ltd	South Africa	MXM Jettax Soluções e Serviços Ltda. Brazil
Acquire TechnologySolutions Canada Ltd.	Alberta	PT Datamine Software Indonesia	Indonesia	Scribe Informática Ltda. (Escriba)	Brazil
AssayNet Inc.	Ontario	Halcom Sarajevo d.o.o. Bosnia and Herzegovina		Servcom - Serviços de Computação Ltda. Brazil
Atex Media Canada Inc. Canada		Privredno drustvo Halcom a.d.	Serbia	T4W – Soluções Empresariais e Web Ltda Brazil
Compusense Inc.	Canada	IGEA d.o.o. Croatia		Vela Software Brazil Participações 12 Ltda.	Brazil
Envirosoft Corporation Alberta		IN2 d.o.o. (Slovenia)	Slovenia	Vela Software Brazil Participações 13 Ltda. Brazil
Flairbase Inc.	Federal	IN2 d.o.o. Sarajevo Bosnia and Herzegovina		Vela Software Brazil Participações IX Ltda. Brazil
Hybrid Solutions Inc. Ontario		IN2 informaticki injzenjering d.o.o. Beograd	Serbia	Vela Software Brazil Participações X Ltda.	Brazil
Ikon Parent Limited	England & Wales	IN2 Skopje Ltd. North Macedonia		Vela Software Brazil Participações XI Ltda.	Brazil
Industrios Software Inc.	Canada	Insite d.o.o.	Croatia	Vela Software Brazil Participações XIV Ltda.	Brazil
iRing Inc. Ontario		Jadran Informatika d.o.o. Croatia		Vela Software Brazil Participações XV Ltda. Brazil
Juniper Group Canada Inc	Ontario	Libusoft CICOM d.o.o.	Croatia	VELA SOFTWARE BRAZIL PARTICIPAÇÕES XVI LTDA. Brazil
Les Services Plurilogic Inc. Canada		MCS Grupa d.o.o. Croatia		Vela Software e Serviços Ltda.	Brazil
Monitor Management Control Systems Canada Inc.	Alberta	Pardus d.o.o.	Croatia	Vela Transportes Ltda Brazil
PENTAHO CANADA INC. Ontario		CrescentOne Software Limited	United Kingdom	Optitex Ltd. Israel
Plurilogic Inc.	Canada	JBEX Consulting Ltd United Kingdom		Can Innovation Co., Ltd. Thailand
Primordial Designs Inc.	Ontario	Realis Simulation Ltd.	United Kingdom	Alturos Destinations AG	Switzerland
roundLAB Inc. Canada		Asesorias Computacionales Neosoft SPA	Chile	Swiss BookingAG	Switzerland
Talus Technologies Inc. Alberta		Avalon Informática y Servicios S.L. Spain		Conifersoft Oy	Finland
TPF Software India (Private) Ltd.	India	Dometec Holdco, S.L.U.	Spain	Logic8 B.V.	Netherlands
Vela Industries Hong Kong Limited Hong Kong		Facturanet Servicios Digitales SAS Colombia		Interes Gesellschaft für Informationstechnologie mbH	Germany
Vela Software Brazil Participações Ltda.	Brazil	Financial Services CompanySAS	Colombia	PROXIA Software AG Germany
Vela Software Israel Ltd	Israel	Icorp SA	Uruguay	Friedman Corporation Yazilim Limited Sirketi Turkey
VELA SOFTWARE SOUTHEAST ASIA PTE. LTD.	Singapore	Ingeniería en Informática Rayen Salud SpA Chile		NedGraphics BvBa	Belgium
Verdazo Analytics Inc.	Alberta	ITC Soluciones Tecnologicas SAS	Colombia	NedGraphics Italia Srl Italy
VIG BRAZIL PARTICIPAÇÕES LTDA Brazil		Juniper ConsultingS.L.U.	Spain	NedGraphics SAS	France
Ziiware Canada Inc. Canada		SVAM PLUS d.o.o	Croatia	Nedgraphics Srl Romania
acQuire Netherlands B.V.	Netherlands	Tensibur SA Uruguay		Sistemas y Asesorías de Colombia S.A.S	Colombia
Alturos AG Switzerland		Airport Information Systems Ltd. United Kingdom		Syfex AG Switzerland
Biosystemes SAS France		Carina UK Holdco Ltd	England & Wales	Quadrature Poland SP.z.o.o.	Poland
Comosoft GmbH	Germany	First Apex Insurance Systems Co Ltd	Japan	Enterprise S.p.A. Soluzioni Tecnologiche e Organizzative Italy
Conifersoft AB Sweden		FOG UK Holdco Ltd United Kingdom		Qmed Technologies (Pty) Ltd	South Africa
CrescentOne B.V. Netherlands		Inspiretec Group Limited	United Kingdom	Qworld Technologies (Pty) Ltd South Africa
EQ AcquireCo B.V. Netherlands		iTS Computing Limited United Kingdom		Optiro Pty Ltd Australia
Facton GmbH Germany		Traveltek Group Holdings Limited United Kingdom		acquire TechnologySolution South Africa Ltd	South Africa
Geovariances SAS	France	Vela APAC UK Holdco Ltd United Kingdom		AdvanceRetail Technology Ltd	New Zealand
Juniper Group Germany GmbH Germany		Acquire US Holdco Inc.	Delaware	Intelligent Retail Ltd United Kingdom
Laidback Solutions AB Sweden		Carina US Holdco Inc. Delaware		Island Pacific Australia Pty Ltd	Australia
Media Carrier Holdings GmbH	Germany	Corvus US Holdco Inc.	Delaware	Island Pacific Retail Systems PTE Ltd India
Media Carrier Solutions GmbH Germany		Emphasys Computer Solutions, Inc. Michigan		Elcom TechnologyPtyLtd	Australia
NedGraphics Software B.V.	Netherlands	FOG US Holdco Inc.	Delaware	Figtree Systems NZ Ltd	New Zealand
Optitex Netherlands B.V.	Netherlands	Friedman Corporation Illinois		Xtime Asia Pacific Pty Ltd Australia
Optiwork AG (BRZ Schweiz AG) Switzerland		Island Pacific Systems, Inc. California		Aura Europa GmbH Germany
PW Holdings Germany GmbH	Germany	JUN GR US Holdco Inc.	United States	AutoPlay Automotive (AUS) Pty Ltd	Australia
Quadrature S.A. Belgium		Vela Mining US Holdco Inc. Delaware		AutoPlay Automotive Ltd New Zealand
Realis Simulation s.r.o. Czech Republic		Spatial Dimension Sistemas Do Brasil Ltda	Brazil	Vital Software PtyLtd	Australia
Shanghai FOG Software Limited	China	Spatial Dimension South Africa (Pty) Ltd South Africa		Financial Risk Solutions(Australia)PtyLtd.	Australia
SySarc Infomatix Private Limited (India) India		Ikon Science Ltd	England & Wales	TSI Software NZ Ltd.	New Zealand
Vela Netherlands Holding B.V.	Netherlands	Atacado de Informação Judicial Ltda. Brazil		Unosystem SA	Ecuador
Vela Software (Philippines) Inc. Philippines		Solucionare Logistica Juridica Ltda.	Brazil	Perigon Data Solutions Inc. Delaware
Vela Software Italy S.R.L.	Italy	Shift Tecnologia e Serviços Ltda.	Brazil	Xperience Customer Management SAS	Colombia
Vervotech Solutions Private Limited India		GAUDIUM DESENVOLVIMENTO DE SOFTWARE LTDA.	Brazil	A+W Software USA Inc.	Delaware
WeShine Tech Private Ltd.	India	PIXEON MEDICAL SYSTEMS COMÉRCIO E DESENVOLVIMENTO DE SOFTWARE LTDA.	Brazil	Advanced Systems Consultants, Ltd. Delaware
Qmuzik Technologies (Pty) Ltd South Africa		Projetus Tecnologia da Informação Ltda. Brazil		ASA Automotive Systems Inc.	Delaware
Centric Mining Systems Pty Ltd	Australia	Sysopen Consultoria e Informática Ltda. Brazil		ASP Global Services, Inc. California
Chris Alford and Associates Pty Ltd Australia		Acessórias Soluções Inteligentes Ltda. Brazil		Cadre Software, Inc.	Delaware
Opal River PtyLtd	Australia	SW – TI APLICADA A SUSTENTABILIDADE LTDA.	Brazil	Computer Solutions Systems, Inc. Florida
PeopleTray Pty Ltd	Australia	Alturos Destinations GmbH Austria		Creative Data Research, Inc.	Nevada
Sundial Technologies Pty Ltd Australia		Zillertal Booking GmbH Austria		DEBS INFONET, INC. Michigan
Systar Pty Ltd	Australia	GNT Systems GmbH (Holdco)	Germany	Factivity, Inc.	Ohio
V-BIZ.NET.AU PTY LTD Australia		PROXIA Polska spółka z ograniczoną odpowiedzialnością Poland		Freestyle Software Inc. Delaware
Microhouse AcquireCo Pty Ltd Australia		Proxia Switzerland AG	Switzerland	Friedman Software Canada Inc.	Canada
Harris Aged Care Pty Ltd Australia		Ent4Lab SHPK	Albania	Generation Digital Solutions Inc. New York
K2 Medical Systems Pty Ltd	Australia	Optiro Capital Pty Ltd	Australia	Kato Integrations Corporation	United States
Management Consultants and Technology Services Pty Ltd Australia		Managing Transformation Solutions (Pty) Ltd. South Africa		Logan Systems, Inc. North Carolina
TernityGroupPtyLtd	Australia	Triquestra Australia Pty Ltd	Australia	Logimax Inc.	Delaware
acQuire Software Pty Ltd	Western Australia	Vitalcare Group Ltd New Zealand		Nedgraphics, Inc. Delaware
acQuire Technology Solutions Pty Ltd Western Australia		Atex Software Oy	Finland	Pace Software Ltd.	Delaware
Soluciones Computacionales acQuire Ltda	Chile	GreatSoft (Pty) Ltd.	South Africa	Proship, Inc. Delaware
Spatial Dimension Australia Pty Ltd Western Australia		Nexo CS Informatica S.A. Brazil		REALIS SIMULATION INC.	Michigan
Ascertra Pty Ltd Western Australia		Snowden Brasil Consultoria Em Mineracao Ltda	Brazil	Reprise Software, Inc. Delaware
Petrosys Asia Sdn Bhd	Malaysia	Iconexa Spa	Chile	RPGXML, Inc.	United States
Petrosys Mexico SAPI de CV Mexico		IoT Data & Equipments SpA Chile		Shoplogix (US) Inc. United States
Petrosys New Zealand Limited	New Zealand	Samtech S.A. Chile		Software Aspects, Inc.	Delaware
Snowden Mining Industry Consultants (Proprietary) Ltd -	South Africa	Tastets System SpA Chile		SYNERGEX INTERNATIONAL CORPORATION California
Snowden Mining Industry Consultants Pty Ltd Australia		TrackTec S.A. Chile		Tecplot,Inc.	Washington
Snowden Technologies PtyLtd	Australia	Datamine Mongolia LLC Mongolia		VARSITY LOGISTICS, INC.	California
Spectra QEST Australia Pty Ltd	Australia	Vela Software Germany GMBH Germany		VORTX, INC. Oregon
Spectra QEST Concrete Pty Ltd Australia		Infomill Limited	United Kingdom	WINDFLITE COMPUTER SYSTEMS, INC. Illinois
3Q Holdings Pty Ltd Australia		Jumpstart Interactive Intelligence (Pty) Ltd	South Africa	Ziiware Inc.	Delaware
ACR Software Pty Ltd	Australia	Financial Services Company Chile SA Chile		Datamine North America Inc.	Colorado
Apparel21 Pty Ltd Australia		Avalon Informatica y Servicios, S.A. de C.V.	Mexico	Spectra Qest America Corp Nevada
Bass Software Pty Ltd	Australia	Microasis S.L. Spain		Spatial Dimension (Pty) Ltd	South Africa
Bay Technologies Pty Ltd Australia		Dome Consulting and Solutions, S.L. Spain		Ikon Science Americas Inc. Texas
Beacon Business Systems Pty Ltd	Australia	Hotetec Accomodation,S.L.	Spain	Ikon Science Asia Pacific Pty Ltd	Australia
BusinessCraft Pty Ltd Australia		Neurona Tecnologia Financiera S.A.S.	Colombia	Ikon Science Canada Ltd. Alberta
Coresoft Pty Ltd	Australia	ITC Internacional SA Panama		Ikon Science Malaysia Sdn Bhd Malaysia
Elcom Holdings Pty Ltd Australia		IST Servicios Informáticos, S.L. Spain		Ikon Science Middle East FZCO United Arab Emirates
Farm Focus Australia Pty Ltd Australia		Lleego Travel Market, S.L.	Spain	Ikon Science Singapore Pte Ltd	Singapore
Figtree Solutions Pty Ltd	Australia	Adept Energy Solutions Limited Scotland		Perigon Solutions Holdings Limited Scotland
Figtree Systems Australia Pty Ltd Australia		Ascertra UK Ltd	Scotland	G2D SERVIÇOS TECNOLÓGICOS LTDA. Brazil
Figtree Systems Pty Ltd Australia		Ascertra-Searoc Ltd. England & Wales		Alturos Destinations SAS	France
Foresiight Software Pty Ltd	Australia	Finglow Ltd	England & Wales	GNT Systems GmbH (Austria) Austria
Fresh Computer Systems Pty Ltd Australia		Hexcuity Limited England & Wales		GNT Systems s.r.o.	Slovakia
Future Business Systems Pty Ltd	Australia	Maron Systems Limited	England & Wales	Jaicom AB Sweden
Independent Solutions Pty Ltd Australia		Tanygraig Limited England & Wales		GreatSoft Cosec (Pty) Ltd. South Africa
Indiqator Solutions PtyLtd	Queensland	Incentriq Canada Inc Ontario		GreatSoft Europe DOO Pirot	Serbia
Infocouncil Pty Ltd	Australia	Inspiretec Limited	United Kingdom	GreatSoft Payroll (Pty) Ltd. South Africa
Infosphere Pty Ltd Australia		RAGRAB ComputingIndia Private Limited	India	EasyConnect Colombia S.A.S.	Colombia
Intellitron Pty Ltd	Australia	Traveltek GroupLimited	United Kingdom	Samtech Colombia S.A.S.	Colombia
IT Visions Sales Pty Ltd Australia		Aura Corporation (UK) Ltd	United Kingdom	Galileo Telematics SpA	Chile
Kaoru Pty Ltd	Australia	Figtree Systems Europe Ltd United Kingdom		Genias Graphics GmbH & Co. KG	Germany
Krisp Software Pty Ltd Australia		Island Pacific (UK) Ltd	United Kingdom	Genias Verwaltungs-GmbH Germany
Mainpac Solutions Pty Ltd	Australia	M.D.F Database Solutions Ltd United Kingdom		Financial Services CompanyPeru SAC	Peru
Markinson Business Solutions NZ Ltd New Zealand		Tambla International Limited	United Kingdom	Seaplanner Limited	England & Wales
Markinson Business Solutions Pty Ltd	Australia	Vertical Market Software Capital Partners Co., Ltd. Japan		Searoc Ltd England & Wales
Markinson Services Pty Ltd Australia		Vital Software Ltd	United Kingdom	Rezatec (UK Services) Limited	England & Wales
Markinson Software Solutions Pty Ltd	Australia	Blackfox Tech, Inc. Texas		Rezatec Global Inc. Delaware
Maxtel Software Limited New Zealand		VST Lanteria Inc.	Delaware	Interica Limited	England & Wales
Megabus Software Pty Ltd.	Australia	Computer Engineering,Inc.	Missouri	Traveltek Canada Limited Canada
Memnet Solutions Pty Ltd Australia		Coreworx USA Inc.	Delaware	Traveltek Inc	United States
Optimus Bidco Pty Ltd	Australia	Interica Inc. Delaware		Traveltek Ltd. United Kingdom
Opto Software Pty Ltd Australia		OMNIRA SOFTWARE INC.	Delaware	Engineering Physics Services, Inc. Texas
Qdos Pty Ltd	Australia	Petrosys USA, Inc. Texas		CIBAR, INCORPORATED Colorado
Quality Business Solutions Pty Ltd Australia		WeldQC, Inc. United States		Todo1 Services Inc.	Delaware
Scanning Systems (Fuel) Pty Ltd	Australia	Application Oriented Designs, Inc.	Florida	Card Financial Services, L.L.C.	New Jersey
Smart IP Co Pty Ltd Australia		Chirp Holdings Inc. Delaware		Card Management Services, L.L.C. New Jersey
SSA Holdings Pty Ltd	Australia	Cibar Holdings,Inc.	Delaware	Stat-Ease, Inc. Minnesota
Surefire Software Pty Ltd Australia		Comosoft Inc.	United States	Vortx HostingInc.	Delaware
SymPac Solutions Pty Ltd	Australia	Giftsoft Holdings Inc. Delaware		Ikon Science do Brasil Ltda	Brazil
TamblaWFM Solutions Pty Ltd Australia		Infinity Software Inc.	Delaware	Ikon Science Mexico S. de R.L. de C.V. Mexico
Tower Systems Pty Ltd	Australia	Iuvity Holdings Inc. Delaware		Perigon Solutions Limited	Scotland
Vela Software (Australia) Holdings Pty Ltd Australia		Sympro Inc. California		InfoAsset Limited England & Wales
Vela Software Group NZ Ltd. New Zealand		Primordial Design, Inc. Delaware		Stewken Traveltek India Private Limited	India
Vela Software Group NZ No.2 Ltd New Zealand		Zerion Software Inc.		Ascertra Canada Inc. New Brunswick
Iuvity Colombia LTDA Colombia

9

Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction	Entity Name	Governing Jurisdiction
Topicus.com Operating Group* :		Topicus.com Operating Group* :		Topicus.com Operating Group* :
Topicus.com Inc.** Canada		Dresden Informatik GmbH	Germany	Topicus Onderwijs Eduarte B.V. Netherlands
Topicus.com Coöperatief U.A.	Netherlands	easySoft. GmbH Germany		Topicus Onderwijs Holding B.V	Netherlands
Total Specific Solutions (TSS) B.V. Netherlands		Empire Top Holding B.V.	Netherlands	Topicus Overheid Holding B.V. Netherlands
TPCSHoldingB.V.	Netherlands	Ergovia GmbH Germany		Topicus Zorg Holding B.V. Netherlands
TSSEurope B.V.	Netherlands	Fashion ERP Europe B.V.	Netherlands	ACA Fashion Software B.V. Netherlands
TSSManagement B.V.	Netherlands	g.on experience GmbH Germany		X-Lease GmBH Switzerland
A.P. SYSTEM S.r.l.	Italy	h +phachmeister +partnerGmbH	Germany	Empire Holding B.V. Netherlands
Adapt Informatique SAS France		Hercules Social Housing B.V.	Netherlands	h + p hachmeisterVerwaltungs-GmbH Germany
Alcuin Software SAS	France	IQDoQ GmbH Germany		h + p solutions GmbH	Germany
ALGARDATA - SISTEMAS INFORMÁTICOS, S.A. Portugal		isp-insoft Gesellschaft für Entwicklung und Vertrieb individueller Software GmbH	Germany	PIM Service GmbH Germany
Anook Management Software, S.A.U.	Spain	Itris B.V. Netherlands		L1nda Connect B.V.	Netherlands
Aviva Voice Systems and Services, S.L.U. Spain		KZA B.V.	Netherlands	QPS Canada Inc. Canada
B. Rekencentra N.V.	Belgium	L1nda B.V. Netherlands		Quality Positioning Services Inc.	New Hampshire
Baratz Servicios de Teledocumentación, S.A.U. Spain		Lighting Reality Limited England & Wales		Qube Automotive Ltd England & Wales
BCT Holding B.V. Netherlands		MicroCash Retail B.V.	Netherlands	EQ System Technology Spółka Akcyjna Poland
Beedr Software B.V.	Netherlands	NCCW B.V. Netherlands		Simple Invest sp. z o.o. Poland
Biomedical Data Solutions Limited England & Wales		Nostradamus ICT B.V.	Netherlands	Softeam sp. z o.o.	Poland
CCI Groep B.V. Netherlands		Notarissoftware Nederland B.V. Netherlands		COMARCH HIS sp. z o.o.***	Poland
CINDERCONE SOLUTIONS LIMITED	England & Wales	PINK ZLC B.V.	Netherlands	Edrana Baltic UAB*** Lithuania
Convenient B.V. Netherlands		Prohandel GmbH Germany		Geomar S.A. w upadłości***	Poland
Copernicus Interchange Technology B.V.	Netherlands	Quality Positioning Services (Q.P.S.) B.V.	Netherlands	Sagra Technology sp z o.o.*** Poland
Creative Information Technology SAS France		Quantaris B.V. Netherlands		Sygnity Business Solutions S.A.***	Poland
Cyberjet	France	Qubedata(Holdings)Limited	England & Wales	Sygnity Holding International sp. z o.o.*** Poland
Datamed SA Switzerland		scope solutions AG	Switzerland	UAB “DocLogix”***	Lithuania
Delta Informatica S.r.l.	Italy	Selmatic EOOD Bulgaria		SOBIS AP S.R.L. Romania
Desyde B.V. Netherlands		SemaForge AG	Switzerland	Passfield Data Systems Limited England & Wales
DiffusionData Limited	England & Wales	Sendible Limited England & Wales		dk Hugbúnaður ehf. Iceland
Dot.CyDevelopments Limited	Cyprus	Simple S.A.	Poland	Five Degrees Ehf.	Iceland
Dynamic Software D.S.N.V.	Belgium	SoftSystem Software Systeme Dunkel GmbH Systementwicklung & Informationstechnologie Germany		Forsikringens DataCenter A/S Denmark
e-Loo B.V. Netherlands		Sygnity S.A.***	Poland	Helios Auto ApS Denmark
Email Marketing SAS	France	TECHNIDATA Medical Software Engineering GmbH	Germany	Schilling ApS Denmark
Emergo Systems B.V. Netherlands		Total Specific Solutions Germany GmbH Germany		TSS Denmark Holdco I ApS	Denmark
Felix Informatique SAS	France	Total Specific Solutions Romania S.R.L.	Romania	Arter Oy	Finland
Geoactive Limited Scotland		Total System Development B.V.	Netherlands	Futunio Oy Finland
Gesinf S.r.l.	Italy	Transport en Automotive Network Systems (T.A.N.S.) B.V.	Netherlands	Mediamaestro Oy	Finland
GLASOF INFORMÁTICA, S.L.U. Spain		Tri-ennium Software B.V. Netherlands		Procomp Solutions Oy Finland
Groupe TSS	France	TSS Blue Dynasty Holding ehf.	Iceland	TSSPrimeOy	Finland
GS Holding B.V. Netherlands		TSS Blue Trinity Holding Ehf. Iceland		Evolution Commerce AB	Sweden
H.I. Systems B.V. Netherlands		TSS Blue Youth Holding sp. z o. o. Poland		FDT-System AB Sweden
Heliantis SAS	France	TSS Denmark ApS	Denmark	Infoflex Data AB	Sweden
Innovation 24 Limited	England & Wales	TSS Deutschland GmbH	Germany	Ping Pong AB Sweden
Inovar +AZ Sistemas de informação, Lda. Portugal		TSS Finland Oy Finland		Prek Service AB	Sweden
Irish MedicalSystems(Holdings)Limited	Ireland	TSS Nordic AB Sweden		Buypass AS	Norway
iSOFT Nederland B.V.	Netherlands	TSS Norge Holding AS Norway		Hi Tech Mobility AS	Norway
Ivido B.V.	Netherlands	TTE-Europe GmbH	Germany	Placewise Group AS Norway
KMO Solutions B.V. Netherlands		V-D-V GmbH Germany		Yonder SRL Romania
Kred'it B.V.	Netherlands	WEBCentric d.o.o.	Serbia	BCT bv Belgium
Lexpera S.A. Luxembourg		wiko Bausoftware GmbH Germany		OraVision B.V.	Netherlands
M. Soft, S.A.U. Spain		Yonder Nederland B.V.	Netherlands	Pro/Future B.V. Netherlands
Magenta Multimedia Tools B.V.	Netherlands	DIGIBIS,S.L.U.	Spain	BCT Deutschland GmbH Germany
Metamicro SAS	France	BCT B.V.	Netherlands	DOTCY DMCC ABU DHABI BRANCH 1 United Arab Emirates
Mobil Information Systems Limited Ireland		IDTCapture B.V.	Netherlands	GeoSoftware B.V. Netherlands
Nextip S.r.l	Italy	Sanguin International Inc.	Louisiana	Geosoftware LP	Canada
NotuBiz Nederland B.V.	Netherlands	Intramed B.V.	Netherlands	SC IMS MAXIMS SRL Romania
Ofimática TSS, S.L.U.	Spain	Push Technology Limited England & Wales		Alteva SAS France
Onetrail B.V. Netherlands		Dot.Cy Hellas IKE Greece		SRCI SAS	France
Paralax Holding B.V. Netherlands PharmaPartners B.V. Netherlands		DOTCY DMCC	United Arab Emirates	TECHNIDATA Ltd.	HongKong
		Alternative Earth Software Limited	Scotland	Cipal Schaubroeck NV	Belgium
PinkRoccade Healthcare B.V.	Netherlands	Lloyd’s Register Digital Products Qatar		Primeur España, S.A.U. Spain
PinkRoccade Local Government B.V.	Netherlands	GeoSoftware C.V.	Netherlands	Five Degrees Por'l, Unipessoal Lda Portugal
PRAGMÁTICA QUADRÍCULA UNIPESSOAL LDA. Portugal		Geosoftware Holdings Inc. Canada		Five Degrees Neo B.V. Netherlands
Prequest Nederland B.V.	Netherlands	GS GP Holdings Inc. Canada		Five Degrees Software Ehf.	Iceland
PT REALTA CHAKRADARMA Indonesia		Cosoluce SAS France		Five Degrees Solutions B.V. Netherlands
RiskSpectrum AB	Sweden	Integrated Medical Solutions Limited England & Wales		24Baby Group B.V. Netherlands
RTS Remote Terminal System S.r.l.	Italy	Irish Medical Systems (Computers) Limited	Ireland	Microware automatisering B.V.	Netherlands
Salvia Holding SAS France		ExpertDoc B.V. Netherlands		Orfeus B.V. Netherlands
Servicomput, S.A.U. Spain		Lexpera d.o.o.	Croatia	Zwangerenportaal.nl B.V.	Netherlands
Sicon Limited	England & Wales	LEXPERA pravne in poslovne informacije d.o.o. Slovenia		Hendrick Group B.V. Netherlands
Sistemas Telemáticos Imporges, S.L.U. Spain		On İki Levha Yayıncılık Anonim Şirketi	Turkey	Topicus Finance B.V.	Netherlands
Sofinn Italia S.r.l.	Italy	Niveo B.V. Netherlands		Topicus Vietnam LLC Viet Nam
Solare IT BELUX SA Belgium		Mobil Information Systems UK Ltd England & Wales		MoneyView Research B.V.	Netherlands
SPYRO SOFTWARE, S.L.U. Spain		Nextip Network Communications S.r.l Romania		Topicus Security B.V. Netherlands
Square Information Solutions B.V.	Netherlands	NotuBiz Belgium bvba Belgium		Topicus.Education B.V.	Netherlands
Stadsbeheer B.V. Netherlands		Notuleerservice Nederland B.V.	Netherlands	Topicus Overheid B.V.	Netherlands
System Service S.r.l.	Italy	SpraakLab B.V. Netherlands		Calculus Software B.V.	Netherlands
Systeme Conseils Etudes Produits Informatiques Appliques SAS France		CivityB.V.	Netherlands	DEAR Health Netherlands B.V. Netherlands
T. I. – TECNOLOGIA INFORMÁTICA S.A.	Portugal	Paralax B.V.	Netherlands	Topicus.Healthcare B.V. Netherlands
TECHNIDATA SAS France		PinkRoccade Healthcare Gezondheidszorg B.V. Netherlands		ACA Labels& Supplies B.V.	Netherlands
THCSHoldingB.V.	Netherlands	Vysus China Inc. China		Pantheon AutomatiseringB.V.	Netherlands
Total Specific Solutions (TSS), Unipessoal, Lda.	Portugal	Salvia Développement SAS	France	Edrana SIA***	Latvia
Total Specific Solutions Domus, S.L.U. Spain		Alvic Peru S.A.C.	Peru	SIA “DocLogix Latvia”*** Latvia
Total Specific Solutions Spain, S.L.U. Spain		Development Factory & Research Colombia S.A.S. Colombia		Forsikringsakademiet A/S	Denmark
TotalSpecificSolutions Yuste, S.L.U.	Spain	Solare IT FranceSAS	France	Helios Auto AS	Norway
Tribofilm SAS	France	Services Technidata Canada Inc/Technidata Services Canada Inc.	Canada	Scalepoint Technologies Holding A/S Denmark
TSS CUSTOM S.r.l. Italy		TECHNIDATA AMERICA MEDICAL SOFTWARE LLC Arizona		Buypass Payment AS Norway
TSS France Bidco 1 SAS France		TECHNIDATA France SAS	France	Boostcom B.V.	Netherlands
TSS France SAS	France	TECHNIDATA Inc. Philippines		Placewise AS Norway
TSS Italy S.r.l. Italy		TECHNIDATA Italia Srl Italy		Placewise Asia Pacific Pte. Ltd.	Singapore
TSS Next Srl	Italy	TECHNIDATA UK LIMITED England & Wales		Placewise International AS Norway
TSS Quart, S.L.U.	Spain	CS Bidco bv Belgium		Placewise LLC	United States
TSS Tuset, S.L.U. Spain		Edubox, S.A. Portugal		Placewise Poland Sp. z.o.o. Poland
Ubika Holding SAS France		Lusoinfo II Multimedia, S.A.	Portugal	Placewise Sdn. Bhd.	Malaysia
Vicrea Solutions B.V. Netherlands		Distribución de Sistemas y Consulting Informático, S.L.U.	Spain	Placewise Vietnam Co., Ltd. Viet Nam
Vlot Systemen B.V.	Netherlands	TRUEITSYSTEMS, S.L.U. Spain		Geosoftware LLC	Delaware
Waer Systems Limited England & Wales		Gadic S.r.l.	Italy	Geosoftware Sdn. Bhd. Malaysia
Topicus.com B.V. Netherlands		Prima Solutions Inc.	Canada	GeoSoftware Technology Services (Beijing) Co., Ltd.	China
2factors B.V. Netherlands		Prima Solutions SAS France		PT Geo Software Indonesia Indonesia
ACA Groep Holding B.V.	Netherlands	Primeur Italy S.r.l. Italy		A&S Solutions BV Belgium
Accountacy Portal Solutions B.V. Netherlands		Primeur Suisse SA	Switzerland	Asaitec Soluciones Informaticas SL	Spain
Acto Informatisering B.V.	Netherlands	BYTEMASTER SERVICIOS INFORMÁTICOS, S.A.U. Spain		Citizen Connect Ltd. South Africa
Advisor Software Solutions B.V. Netherlands		BYTEMASTER SOLUCIONES TECNOLÓGICAS,S.A.U.	Spain	Green Valley Belgium NV	Belgium
Alfa Automatisering B.V.	Netherlands	UBIKA SAS	France	Woonpartners NV Belgium
AS Systems OOD Bulgaria		FD Neo B.V.	Netherlands	MoneyView Schade & Zorg B.V. Netherlands
Blueriq B.V. Netherlands		Five Degrees HoldingB.V.	Netherlands	MoneyView Support B.V.	Netherlands
C.I.C.SoftwareGmbH	Germany	M Link B.V.	Netherlands	DEDACT B.V. Netherlands
Divide B.V.	Netherlands	Topicus B.V. Netherlands		Scalepoint Technologies Denmark A/S	Denmark
Dobrick +Wagner Softwarehouse GmbH Germany		Topicus Finance HoldingB.V.	Netherlands	Scalepoint Technologies Germany GmbH Germany
Topicus MoneyView Holding B.V. Netherlands		Topicus Management B.V.	Netherlands	Scalepoint Technologies Ltd.	United Kingdom
Scalepoint Technologies Sweden AB	Sweden	Scalepoint Technologies Switzerland GmbH Switzerland		Scalepoint Technologies Norway AS Norway
* Constellation Software, owns 100% of the Super Voting Shares, 48.5% of the subordinate voting shares Topicus.com CooperatiefU.A.		of Topicus.com Inc, the parent company of the Topicus.com Operating Group. Co		nstellation Software Inc. also owns 0.1% of the Ordinary Units of
** Topicus.com Inc. owns 64.2%of the Ordinary Units of Topicus.com CooperatiefU.A.
***Topicus.com Cooperatief has an effective ownershipof 72.68%in Sygnity.

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GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Constellation Software Inc. is a global provider of enterprise software solutions serving a variety of distinct vertical markets.

Effective in 2020, we have aggregated our operating groups into one reportable segment, consistent with the objectives and basic principles of IFRS 8.

As at March 31, 2026, the vertical markets in which we participate include:

Public transit operators Para transit operators School transportation Non-emergency medical Ride share Local government Agri-business Marine asset management Communications Education Fashion retail Home and community care Retail management and distribution Automotive Small and medium sized businesses Creative agencies Event management Manufacturing plant performance Quality management Private clubs and daily fee golf courses Construction Aerospace Health clubs Moving and storage Metal service centers Attractions Leisure centers Human resources and payroll

Radiology and laboratory information systems Product licensing Tire distribution Housing finance agencies

Tour operators Design and welding Legal Industrial distribution

Asset management Fleet and facility management District attorney Taxi dispatch Benefits administration Insurance Collections management Water utilities Credit unions Financial services Pharmacies County systems Public housing authorities Accountancy Property management Commercial printing Distillery Advertising and marketing Real estate brokers and agents Lease management Winery management Buy here pay here dealers RV and marine dealers Pulp and paper manufacturers Agriculture equipment dealers Outdoor equipment dealers Ombudsman

Healthcare electronic medical records Pharmaceutical and biotech manufacturers Marinas Salons and spas Municipal treasury and debt systems Auto clubs Textiles and apparel Logistics Public libraries

Municipal systems School administration Public safety Healthcare Rental Electric utilities Court School and special library Drink distribution Notaries Long-term care Research management Not-for-profit organizations Catering Food services Horticulture Hospitality Project management Compliance Window manufacturers

Cabinet manufacturers Made-to-order manufacturers Window and other dealers Multi-carrier shipping Supply chain optimization Multi-channel distribution Wholesale distribution

Homebuilders

Third party logistics warehouse management systems Grocery Association management Mining

Publishing Oil and gas Aviation Speech recognition

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Trade unions Computerized maintenance Defense management systems Customer loyalty Human capital Auctions Call Centers Church and religion Cinema management and ticketing Data management Elevator Engineering Enterprise resource planning Marketplace Product development Safety management Sensory and research Student information systems Airport Arts and culture Automated explosives tracking Convenience store distribution Document management Engineering and simulation ESG Information services Membership and associations management Project cost and performance Risk management Software development management Speech recognition Trucking Veterinary Aviation Daycare Dealer Delivery E-invoicing Energy Field Service Forestry Marketing Metals Mortgage Parking Pension Restaurant Artificial intelligence Contact centres Convenience store distribution Data imaging Gaming Language Loyalty Performance management Revenue cycle management Security Call Centres Content management Craftsmen Digital marketing Disability Driver education Law enforcement Lighting design Maintenance management Production and visualization Social media Sports Technical service providers Webcasting Chemicals Gas Monitoring Planning Policy and procedure management Procurement Social compliance Telematics

Acquisitions

During the year ended December 31, 2025, the Company completed a number of acquisitions of a controlling interest for aggregate cash consideration of $1,227 million, cash holdbacks of $276 million, and contingent consideration with an estimated fair value of $75 million, resulting in total consideration of $1,579 million.

Topicus.com Inc.:

On December 31, 2013, the Company acquired 100% of the shares of Netherlands based Total Specific Solutions (TSS) B.V. (“TSS”). TSS is one of the largest vertical market software (“VMS”) businesses based in the Netherlands, with offerings for the general practitioner, pharmacy, long term care, mental care, property tax and civil affairs markets. It also owns several non-VMS businesses, primarily involved in information technology services. Total consideration for the transaction was €240 million before adjusting for net tangible asset adjustments and claims under the representations and warranties of the purchase and sale agreement. The Company filed a business acquisition report on Form 51-102F4 in respect of the acquisition of TSS on March 6, 2014. On December 23, 2014, in accordance with the terms of the purchase and sale agreement for the TSS acquisition, the sellers of TSS along with certain members of TSS’ executive management team (collectively, the “Minority Owners” or the “Joday Group”) entered into a members agreement with CSI (the “Members Agreement”) pursuant to which the Minority Owners acquired 33.29% of the voting interests in Constellation Software Netherlands Holdings Cooperatief U.A. (the “Coop”). Proceeds from this transaction in the amount of €39.4 million (US$48.5 million) were utilized to repay, in part, a term

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loan facility obtained for the purpose of funding the TSS acquisition. In accordance with IFRS, 100% of the financial results for TSS are included in the consolidated financial results of the Company. Prior to January 5, 2021, each of the Minority Owners had the right, at any time, to exercise a put option to sell all or a portion of their interests in the Coop back to CSI for an amount calculated in accordance with a valuation methodology described within the Members Agreement. Accordingly, the Company classified the proceeds from the Members Agreement as a liability. The main valuation driver in such calculation is the maintenance and other recurring revenue of the Coop. Upon the exercise of a put option, Constellation would have been obligated to redeem up to 33.33% of the Minority Owners’ interests that were subject to the put, no later than 30 business days from the date the notice was received (classified as a current liability), and up to 33.33% on each of the first and second anniversaries of the date the first redemption payment was made. Commencing at any time after December 31, 2023, CSI was entitled to exercise a call option to purchase all of the Minority Owners’ interests in the Coop, for an amount calculated in accordance with a valuation methodology described within the Members Agreement. Upon exercise of the call option, the full purchase price would have been paid within 30 business days of the notice date, following which the Minority Owners’ membership in the Coop would be terminated. There was a valuation premium if the call option was exercised versus the put option.

On January 4, 2021 (in anticipation of the acquisition of Topicus.com B.V. (“Topicus B.V.”) described further below), the Company's subsidiary, the Coop, which principally held the TSS Operating Group, completed a corporate reorganization. In conjunction with the reorganization, the following steps were completed:

• The Coop changed its name to Topicus.com Coöperatief U.A. (“Topicus Coop”).

• The Company exchanged its existing equity interest in Topicus Coop for an equity interest in Topicus.com Inc. and Topicus.com Inc. became the new parent company of Topicus Coop. The Company received 39,412,385 preferred shares and 39,412,385 subordinate voting shares of Topicus.com Inc. The preferred shares were convertible into subordinate voting shares of Topicus.com Inc. at a rate of 1:1.

• Topicus.com Inc. had 39,412,385 subordinate voting shares outstanding on January 4, 2021. The Company distributed 39,412,367 of the subordinate voting shares to its common shareholders pursuant to the dividend-in-kind and continued to hold 18 subordinate voting shares.

• The Company holds 1 super voting share of Topicus.com Inc. The super voting share entitles the holder to that number of votes that equals 50.1% of the aggregate number of votes attached to all the outstanding super voting shares and subordinate voting shares of Topicus.com Inc. As a result, the Company controls Topicus.com Inc. and will consolidate its financial position and results of operations with Topicus.com Inc. The Company reflects a non-controlling interest held by other parties.

On May 20, 2020, the Company entered into a binding agreement, subject to certain closing conditions, with IJssel B.V. (the “Seller”) to purchase 100% of the shares of Topicus B.V., a Netherlands-based diversified vertical market software provider. On January 5, 2021, the Company completed this transaction. Annual gross revenues of Topicus B.V. for 2019 were approximately €101 million and total tangible assets at December 31, 2019 were approximately €7 million. In connection with the acquisition the Company paid cash of €133.6 million. Furthermore, Topicus Coop issued 5,842,882 preferred units of Topicus Coop to the Seller for an initial subscription price of €83.8 million plus an additional subscription amount of €27.6 million which will be owed by the Seller to Topicus Coop and payable to Topicus Coop under certain conditions. Topicus Coop also issued 5,842,882 ordinary units of Topicus Coop to the Seller. The aggregate estimated total consideration was €217.4 million. Under certain conditions, the preferred units were retractable at

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the option of the holder for a retraction price of approximately €19.06 per unit and were classified as a liability on the balance sheet of Topicus.com Inc. and the Company. The preferred units were also convertible into ordinary units of Topicus Coop at a conversion ratio of 1:1 and the ordinary units are exchangeable for Topicus.com Inc. subordinate voting shares at a conversion ratio of 1:1. The preferred unit holders were also entitled to a fixed annual cumulative dividend of 5% per annum. On February 1, 2022, the preferred units were converted to ordinary units of Topicus Coop.

On January 5, 2021, the parties to the Members Agreement agreed to terminate such Members Agreement, and it was replaced by an Investor Rights and Governance Agreement (“IRGA”).

The IRGA contains special provisions between the Company and the Minority Owners, including put options and call options applicable to units of Topicus Coop that are held by the Minority Owners as of January 5, 2021 (and any units or shares into which such units or shares have been converted or exchanged). The Minority Owners include Joday Investments VI B.V. (“Joday”), an entity controlled by Robin van Poelje (the CEO and Chairman of the board of directors of Topicus.com Inc.) and Tjitske Strikwerda. Commencing any time after January 5, 2021, each of the Minority Owners may (i) exercise a put option to sell all or a portion of their interests in Topicus Coop, (ii) in the event of a change of control of the Company, sell all or a portion of their interests in Topicus Coop, and (iii) in the event the Company reduces its economic interest in Topicus.com Inc., sell the corresponding amount of their interests in Topicus Coop, in each case, to the Company for an amount calculated in accordance with a valuation methodology described in the IRGA. At any time after December 31, 2023, CSI has the right, at its option, to buy all of the Topicus Coop units and Topicus shares held by certain members of the Joday Group (excluding Joday) at a cash price per Topicus Coop unit determined in accordance with the IRGA. After December 31, 2043, CSI has the same right to buy all of the Topicus Coop units held by the remaining members of the Joday Group, including Joday. Similar to the Members Agreement, the main valuation driver in such calculation is the maintenance and other recurring revenue of Topicus Coop. This summary is qualified in its entirety by reference to the provisions of the IRGA, which is available at www.sedarplus.com on Topicus.com Inc.'s issuer profile.

In 2024, the Company exercised its call right to buy some of the Topicus Coop units held by certain members of the Joday Group (excluding Joday), since these members are either (a) no longer directly or indirectly involved in or contributing to the activities of Topicus Coop, or (b) no longer involved as manager of Topicus Coop, but solely in a supervisory role at a subsidiary level. The Company now holds 188,953 Topicus Coop units and 40,406,513 Topicus.com Inc. subordinate voting shares.

Lumine Group Inc.:

On February 22 and 23, 2023 (as part of a series of transactions relating to the acquisition of WideOrbit Inc. (“WideOrbit”) described further below), the Company’s subsidiary, Lumine Group Inc. (“Lumine”), completed a corporate reorganization. After the reorganization was completed, the Company owned 1 super voting share, 6 subordinate voting shares and 63,582,712 preferred shares of Lumine. Furthermore, the Company distributed 63,582,706 of the subordinate voting shares to its common shareholders pursuant to a dividend-in-kind on February 23, 2023. The steps performed in conjunction with the reorganization consisted of the following:

• The Company exchanged its existing common shares and preferred shares in Lumine Group (Holdings) Inc. (“Lumine Group Holdings”) for 63,582,712 subordinate voting shares and 55,233,745 preferred shares of Lumine on February 22, 2023.

• Lumine and Lumine Group Holdings amalgamated on February 22, 2023.

• The Company subscribed for 8,348,967 preferred shares of Lumine on February 22, 2023. The preferred shares were convertible into subordinate voting shares of Lumine at a rate of

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1:2.43.

• Lumine had 63,582,712 subordinate voting shares outstanding on February 22, 2023. The Company distributed 63,582,706 of the subordinate voting shares to its common shareholders pursuant to a dividend-in-kind on February 23, 2023 and continued to hold 6 subordinate voting shares of Lumine.

• Under certain conditions, the preferred shares were retractable at the option of the holder for a retraction price of approximately $21.74 per preferred share. The holders of the preferred shares were also entitled to a fixed annual cumulative dividend of 5% per annum.

• The Company holds 1 super voting share of Lumine. The super voting share entitles the holder to that number of votes that equals 50.1% of the aggregate number of votes attached to all the outstanding super voting shares, subordinate voting shares and special shares of Lumine. As a result, the Company controls Lumine and consolidates its financial position and results of operations with Lumine. The Company reflects a non-controlling interest held by other parties.

On February 23, 2023, the Company purchased 100% of the shares of WideOrbit, a US-based vertical market software provider. Annual gross revenues of WideOrbit for 2022 were approximately $169 million. The gross purchase price for the transaction was $490 million, subject to customary adjustments, as a result of, but not limited to, minimum cash requirements of $10 million, target net indebtedness of $86.7 million, and claims under the representations and warranties of the purchase agreement. Furthermore, Lumine issued 10,204,294 special shares of Lumine to the sellers of WideOrbit for an initial subscription price of approximately $222 million which was included in the purchase consideration. Under certain conditions, the special shares were retractable at the option of the holder for a retraction price of approximately $21.74 per special share plus one subordinate voting share of Lumine for each special share held and were classified as a liability on the balance sheet of Lumine and the Company. The special shares were also convertible into subordinate voting shares of Lumine at a conversion ratio of 1:3.43 at any time. The holders of the special shares were also entitled to a fixed annual cumulative dividend of 5% per annum. On March 25, 2024, all of the preferred shares and special shares of Lumine were converted into subordinate voting shares of Lumine, and additional subordinate voting shares were issued in satisfaction of the amounts owing in connection with the accrued dividends on the preferred shares and special shares. As of March 29, 2024, the Company holds 157,553,539 subordinate voting shares of Lumine.

On December 12, 2022, the Company, Trapeze Software ULC and Eric Mathewson and certain investors affiliated therewith (collectively, the “Majority Rollover Shareholders”) entered a shareholders agreement (the “Shareholders Agreement”). Any Sellers who were not Majority Rollover Shareholders (collectively, the “Minority Rollover Shareholders”) became parties to the Shareholders Agreement pursuant to joinders entered into in connection with the issuance of special shares described above. The Shareholders Agreement includes a number of contractual provisions which impact the exercise by the Company, Trapeze Software ULC, the Majority Rollover Shareholders, Minority Rollover Shareholders and Lumine, as applicable, of certain rights and obligations. This summary is qualified in its entirety by reference to the provisions of the Shareholders Agreement, which is available at www.sedarplus.com on Lumine Group Inc.’s issuer profile.

Rights Offerings

In 2014, the Company completed a rights offering (the “2014 Rights Offering”) pursuant to which each holder of Common Shares was issued one right for each Common Share held. For every 21.192 rights held, holders of rights were entitled to subscribe for C$100 principal amount of unsecured subordinated floating rate debentures, Series 1 of the Company (the “Series 1 Debentures”) at a price

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of C$95 per C$100 of principal amount of Series 1 Debentures purchased.

On October 1, 2014 and November 19, 2014, the Company issued two tranches of Series 1 Debentures in connection with the 2014 Rights Offering, with a total principal amount of C$96.0 million for total proceeds to the Company of C$91.2 million. The proceeds were used by the Company to pay down $81.2 million of its existing bank indebtedness.

In 2015, the Company completed another rights offering (the “2015 Rights Offering”) pursuant to which each holder of Common Shares was issued one right for each Common Share held. For every 10.596 rights held, holders of rights were entitled to subscribe for C$100 principal amount of Series 1 Debentures at a price of C$115 per C$100 of principal amount of Series 1 Debentures purchased.

On September 30, 2015, the Company issued one tranche of Series 1 Debentures in connection with the 2015 Rights Offering with a total principal amount of C$186.2 million for total proceeds to the Company of C$214.1 million. The proceeds were used by the Company to pay down its existing bank indebtedness. The Series 1 Debentures issued in connection with the 2015 Rights Offering were issued as an additional tranche of, and are treated as a single series with, the outstanding C$96.0 million aggregate principal amount of Series 1 Debentures issued in connection with the 2014 Rights Offering.

In 2023, the Company completed another rights offering (the “2023 Rights Offering”) pursuant to which each holder of Common Shares was issued one right for each Common Share held. For every 3.03 rights held, holders of rights were entitled to subscribe for C$100 principal amount of Series 1 Debentures at a price of C$133 per C$100 principal amount of Series 1 Debentures purchased.

On October 6, 2023, the Company issued Series 1 Debentures in connection with the 2023 Rights Offering with a total principal amount of C$213 million for total proceeds to the Company of C$283 million. The proceeds were used by the Company to pay down its existing bank indebtedness. The Series 1 Debentures issued in connection with the 2023 Rights Offering were issued as an additional tranche of, and are treated as a single series with, the outstanding C$282 aggregate principal amount of Series 1 Debentures issued in connection with the 2014 Rights Offering and the 2015 Rights Offering.

See “Description of Capital Structure – Warrants and Subordinated Debentures”.

Senior Note Offering

On February 16, 2024, the Company completed a private offering (the “Note Offering”) of $500 million aggregate principal amount of 5.158% senior notes due 2029 (the “2029 Notes”) and $500 million aggregate principal amount of 5.461% senior notes due 2034 (the “2034 Notes” and together with the 2029 Notes, the “Senior Notes”), for total proceeds to the Company of $1 billion. The proceeds were used by the Company to pay down its existing bank indebtedness.

See “Description of Capital Structure – Senior Notes”.

DESCRIPTION OF THE BUSINESS

Overview

We acquire, manage and build VMS businesses. Generally, these businesses provide mission critical software solutions that address the specific needs of our customers in particular vertical markets.

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Our focus on acquiring businesses with growth potential, managing them well and then building them has allowed us to generate significant cash flow and revenue growth.

Using a combination of proprietary software and market expertise, we provide software solutions designed to enable our customers to boost productivity, operate more cost effectively, increase sales and improve customer service and satisfaction.

Many of the VMS businesses that we acquire have the potential to be leaders within their particular markets. We target the VMS sector because of the attractive economics that it provides and our belief that our management teams have a deep understanding of those economics.

Business Strategy

Given our extensive acquisition experience and successful track record, we believe that we are well positioned to identify, acquire, manage and build attractive VMS businesses in new markets. We seek acquisitions that provide software solutions to either the public or private sectors.

When one of our acquired VMS businesses is being operated efficiently, we encourage their management to build their business through a combination of organic growth and acquisitions of other VMS businesses in the same vertical market. We often enter new vertical markets through acquisitions of VMS businesses in markets in which we do not currently operate.

We believe that we will continue to expand our existing businesses through organic growth initiatives aimed at increasing our market share and product breadth. We will also continue to identify and complete acquisitions in our existing vertical markets. Our decentralized VMS management teams have extensive knowledge of their markets and deep customer relationships. This enables them to successfully identify, pursue, structure, acquire and then coach businesses post-acquisition.

We also seek to acquire attractive VMS businesses in new markets to deploy our free cash flow at attractive returns. Historically, we have retained the majority of the managers from the businesses that we have acquired, which has allowed us to retain the knowledge needed to manage and successfully build these businesses.

Our VMS businesses typically generate significant cash flows which we redeploy to build our existing VMS businesses and acquire new ones.

We prefer to acquire VMS businesses with the following characteristics: Growing business with a diversified customer base, high relative market share and capital constrained competitors. We sometimes acquire VMS businesses with declining revenue, concentrated customer bases, low relative market share and well-funded competitors. We do so when we believe that the correct combination of customer relationship management and market segmentation will lead to attractive returns.

Our decentralized management structure is key to our continued revenue growth. We have experienced management teams operating in each VMS business, backed by infrastructure at the operating group level and a small corporate head office. The corporate head office provides financial and strategic expertise with respect to capital allocation, acquisitions, finance, tax, and compensation policy, and attempts to identify and share best practices.

Our operating groups currently service customers in more than 150 different vertical markets worldwide. There are many VMS business units within each of our operating groups. Each VMS

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business unit has a manager and separately tracked financial reporting. We monitor and measure each VMS business unit’s performance through operating ratios and metrics including profitability and growth. The majority of our senior managers’ incentive compensation is linked to these two performance metrics.

Each of our VMS business managers is motivated to administer their business in a highly-focused manner. They are encouraged to leverage their respective market knowledge in order to maximize the growth opportunities, profitability and return on invested capital within their business. Our corporate head office sets investment return objectives.

Our decentralized management structure allows us to have business unit management teams with strong customer relationships and deep market knowledge that are more focused and responsive than would be the case under a centralized management model. These teams provide our corporate head office and operating group managers with the ability to concentrate on issues such as capital allocation, identifying best practices, and helping recruit and coach high potential employees, while the VMS business managers concentrate on operating efficiency, and pursuing organic initiatives and acquisitions in our existing vertical markets.

We establish from time to time, what we consider to be an acceptable after-tax internal rate of return (“IRR”) as a hurdle rate for all of our new initiatives and acquisitions.

All of our operating group cash flow (excluding operating cash flows from those entities which have stand-alone debt without recourse to Constellation Software Inc.) is notionally available to our corporate head office. Capital is allocated amongst individual management teams based upon projected IRR which is influenced by the relative attractiveness of a market, the strategic position of the VMS business and the management team’s performance. Corporate head office approves all significant acquisitions. In practice, the operating group cash flow is offset against their approved investments in acquisitions and internal investment initiatives and only the remainder is returned to head office.

The objective of our compensation plan is to reward employees for working towards our corporate goal of increasing shareholder value. We believe that shareholder value is created by managing two financial components over the long term: profitability and growth. As such, our bonus plan compensates employees at many levels of our organization based upon the profitability and revenue growth of their operating group or business unit, as applicable. The long-term focus is accomplished by generally mandating that at least 25% of the incentive compensation for the majority of our senior employees who earn in excess of $75,000 per annum and have bonuses in excess of $10,000 per annum be reinvested in shares of the Company that are subject to restrictions on resale for a period of three to ten years. At a minimum, these restrictions require employees to hold 100% of their shares for the first two years following acquisition, and then one third of such shares may be sold in each of years three, four and five. Senior executives are generally required to invest 75% of their bonus in shares of the Company that are subject to the same restrictions on resale for a period of three to ten years. Once every five years, employees may elect to receive 100% of their bonus in cash. Our bonus plan encourages employees to participate through share ownership in the value that they have created.

Operating Groups

The primary geographic markets that CSI operates in are North America, Continental Europe, UK, South America, Africa, and Australia (“Primary Geographic Markets”). The following table shows,

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as at March 31, 2026, our operating groups, the Primary Geographic Markets, location of significant offices, and the primary vertical markets in which they operate:

Operating	Primary	Location of	Primary Vertical Markets
Group	Geographic	Significant Offices
	Markets
Volaris	North America,	Canada, United States,	Accountancy
Operating Group	Continental	Italy, Germany, India,	Advertising and marketing
	Europe, UK,	United Kingdom,	Agribusiness
	Australia, South	Brazil, Switzerland,	Artificial intelligences
	America, Africa	New Zealand,	Arts and culture
		Australia, Austria,	Asset management
		France, Israel, South	Automotive
		Africa, Poland, Isle of	Aviation
		Man, Spain, Mexico,	Benefits administration
		Morocco, Netherlands,	Catering
		Portugal,	Clubs
			Collections management
			Commercial printing
			Communications
			Compliance
			Construction
			Content management
			Court
			Creative agencies
			Credit unions
			Data management
			Dealer
			Delivery
			Disability
			Distillery
			District attorney
			Document management
			Drink distribution
			Education
			Engineering
			Enterprise resource planning
			Event management
			Field service
			Financial services
			Fleet and facility management
			Food services
			Healthcare
			Higher education
			Hospitality
			Human resources and payroll
			Industrial distribution
			Information management
			Insurance
			Language

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Operating	Primary	Location of	Primary Vertical Markets
Group	Geographic	Significant Offices
	Markets
			Legal
			Local government
			Maintenance management
			Manufacturing
			Marine asset management
			Marketing
			Non-emergency medical
			Not-for-profit organizations
			Paratransit operators
			Parking
			Performance management
			Policy and procedure
			management
			Product development
			Property management
			Public housing
			Public libraries
			Public transit operators
			Real estate brokers and agents
			Rental
			Research management
			Retail management and
			distribution
			Ride share
			School administration
			School and special library
			School transportation
			Security
			Software development
			Student information systems
			Taxi dispatch
			Third party logistics warehouse
			management systems
			Utilities
			Wholesale and distribution
			sales automation and field
			services
Harris Operating	North America,	Canada, United States,	Accountancy
Group	UK, Continental	Germany, India, Israel,	Asset management
	Europe,	South Africa, France,	Associations
	Australia, South	Spain	Call centres
	America, Africa		Collections management
			Communications
			Construction
			County
			Data management
			Daycare

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Operating	Primary	Location of	Primary Vertical Markets
Group	Geographic	Significant Offices
	Markets
			Defense
			Driver education
			Education
			Electric utilities
			Financial services
			Fleet and facility management
			Food services
			Healthcare
			Higher education
			Human capital
			Information services
			Insurance
			Law enforcement
			Legal
			Libraries
			Local government
			Manufacturing design
			Marketplace
			Municipal
			Notaries
			Not-for-profit organizations
			Pharmacy
			Project management
			Property management
			Public safety
			Publishing
			Pulp and paper manufacturing
			Real estate brokers and agents
			Retail management and
			distribution
			Revenue cycle management
			School administration
			School and special library
			Small and medium sized
			businesses sector
			Software development
			Telecommunications
			Travel
			Trucking
			Water utilities
			Web casting
Topicus.com	Continental	Netherlands, Romania,	Accountancy
Operating Group	Europe, UK,	Denmark, France,	Agribusiness
	North America	Germany, Iceland,	Asset management
		Spain, Poland, Italy,	Association management
		Portugal, Norway,	Automated explosives tracking
			Automotive

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Operating	Primary	Location of	Primary Vertical Markets
Group	Geographic	Significant Offices
	Markets
		Belgium, Indonesia,	Aviation
		Vietnam	Call centres
			Chemicals
			Church and religion
			Construction
			Communications
			Computerized maintenance
			management systems
			Contact centres
			Craftsman
			Data management
			Digital marketing
			Document management
			Education
			Energy
			Enterprise resource
			management
			Facility management
			Fashion retail
			Financial services
			Fleet and facility management
			Forestry
			Gaming
			Healthcare
			Home & community care
			Horticulture
			Hospitality
			Human capital
			Information technology
			Insurance
			Library
			Lighting design
			Local government
			Logistics
			Long term care
			Manufacturing plant
			performance
			Marine asset management
			Notaries
			Oil and gas
			Parking
			Pharmacies
			Planning
			Project management
			Public housing authorities
			Public libraries
			Public transit operators
			Publishing

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Operating	Primary	Location of	Primary Vertical Markets
Group	Geographic	Significant Offices
	Markets
			Quality management
			Real estate brokers and agents
			Restaurant
			Retail management and
			distribution
			Risk management
			Social media
			Speech recognition
			Textiles and apparel
			Third party logistics and
			warehouse management
			systems
			Trade unions
			Transit
			Utilities
Jonas Operating	North America,	Canada, United States,	Advertising and marketing
Group	UK,	United Kingdom,	Agribusiness
	Continental	New Zealand	Asset management
	Europe,		Attractions
	Australia,		Auctions
	South		Cinema management and
	America		ticketing
			Communications
			Construction
			Customer loyalty
			Data management
			Dealer
			Education
			E-invoicing
			Elevator
			Enterprise resource planning
			Event management
			Fleet and Facility management
			Field service
			Financial services
			Food services
			Gas monitoring
			Healthcare
			Health clubs
			Higher education
			Hospitality
			Human capital
			Information technology
			Inspections and management
			Insurance
			Legal
			Leisure centres

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Operating Group

Primary Geographic Markets Location of Significant Offices Primary Vertical Markets

Perseus & Andromeda Operating Groups

Local government Loyalty Manufactoring Marinas Metals Mining Moving and storage Ombudsman Pharmacies Private clubs and daily fee golf courses Procurement Product development Product licensing Production and visualization Public safety Pulp and paper manufacturers Quality management Radiology & laboratory information services Retail management and distribution Salons and spas Safety management Small and medium sized businesses Security Social compliance Sports Telematics Transport Utilities Winery management Veterinary North America, UK, Australia, South America Canada, United States, Pakistan, India Advertising and marketing Agriculture equipment dealers Auto clubs Buy here pay here dealers Financial services Healthcare Healthcare electronic medical records Home & community care Homebuilders Human capital Lease management Long-term care

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Operating Group

Primary Geographic Markets Location of Significant Offices Primary Vertical Markets

Vela Operating Group

Mortgage Outdoor equipment dealers Pension Pharmaceutical and biotech manufacturers Pulp and paper manufacturers Real estate brokers & agents RV and Marine Dealers Tire distribution North America, UK, Continental Europe, Australia, South America, Africa United States, Australia, Germany, Slovenia, Croatia, Spain, India, Brazil, New Zealand, Austria Accounting Aerospace Agribusiness Airport Asset management Association management Automotive Aviation Cabinet manufacturers Compliance Construction Content management Convenience store distribution Data and imaging Data management Design and welding Document management Education Engineering and simulation software Enterprise resource planning Environmental, Social, and Governance Financial services Fleet Food services Forestry Grocery Healthcare Higher education Homebuilders Housing finance agencies Human capital Information services Insurance Legal Local government Logistics

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Operating Group

Primary Geographic Markets Location of Significant Offices Primary Vertical Markets

Made-to-order manufacturers Manufacturing Manufacturing design Manufacturing plant performance Membership and association management Mining Multi-carrier shipping Multi-channel distribution Municipal treasury & debt Notaries Oil and gas Product development Project cost and performance management Public housing authorities Publishing Real estate brokers and agents Research management Retail management and distribution Sensory and research Small and medium sized businesses sector Supply chain optimization Textiles and apparel Third party logistics warehouse management systems Tire distribution Tour operators and travel Wholesale distribution Window and other dealers Windowmanufacturers

Products

We have numerous software products that we sell, service, support and enhance. We have at least one software product in each of our vertical markets and often develop and support multiple product lines in a particular vertical market. In addition, and as a complement to our acquired and internally developed software products, we license certain technologies used in our software products from third parties, generally on a non-exclusive basis. Our products are typically designed to assist our customers in automating as many aspects of their business processes as is practical. While our strategy is to provide mission critical software solutions to all of our customers, the particular software products that we develop can vary substantially across vertical markets. For example, in the public transit market one of the mission critical aspects of the business that we help automate is the scheduling and routing of vehicles. In the private club market we focus on providing membership

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accounting and point of sale solutions. Our goal is to continue to focus our efforts on software products specialized for specific vertical markets.

Sales and Distribution Strategy

We use direct sales forces in most of our major markets as our primary distribution channel. We believe that direct sales teams increase our visibility and market penetration, encourage long-term customer contact and facilitate sales of additional products. Our sales and marketing teams work primarily within dedicated sales groups for each of the vertical markets that we currently serve. Our sales and marketing strategy is to provide relevant business expertise directly to target customers by using sales representatives with strong industry specific knowledge. We use a combination of field sales and inside sales where appropriate. Part of our ongoing revenue growth is achieved through selling complementary products and/or services to existing customers. We also support our sales efforts with marketing that creates awareness of our products through appearances at major trade shows, advertising in trade magazines, hosting users’ group meetings, and the creation of informative websites.

Research and Development

Our product development strategy combines innovation and the introduction of new technologies, with a commitment to the long-term support of our customers’ current systems. Our research and development activities are focused on designing, developing, testing and integrating new add-on products which enhance the features and functionality of our existing software solutions. We also seek to offer streamlined upgrade and migration tools for our customers.

We rely primarily on our in-house capabilities to develop our software solutions using industry standard software development tools. However, when it is not strategic to our business and is more cost effective, we will license certain technology components from third party providers.

Intellectual Property

In accordance with industry practice, we rely on a combination of contractual provisions and patent, copyright, trademark and trade secret laws to protect our proprietary rights in our products. We generally license the use of our products to our customers rather than transferring title to them. These licenses contain terms and conditions prohibiting the unauthorized reproduction, disclosure, reverse engineering or transfer of our products. In addition, we attempt to protect our trade secrets and other proprietary information through agreements with suppliers, employees and consultants. All material components of our products have been developed by individuals most of whom have assigned all rights to us, except for commercially-available components.

Foreign Operations

For fiscal 2025, approximately 42% of our revenues were transacted in the United States, 9% in Canada, 35% in UK/Europe and 14% in the rest of the world. No single customer accounted for more than 2% of our total revenues in fiscal 2025. For more details, see the financial statement note entitled “Operating Segments” included in the consolidated financial statements for the year ended December 31, 2025, a copy of which is filed and is available on SEDAR+ at www.sedarplus.com.

Competition

Competition for the licensing of vertical market software is generally based upon several factors

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including product features, the availability of high-quality maintenance and support, price and the knowledge of the software vendor’s sales team. We operate in many different verticals and our competitive position varies depending on the specific vertical.

Our significant competitors include Oracle Corporation, Tyler Technologies, Inc., INFOR, Cisco Systems Inc, Nokia, Amdocs, Epic Systems Corporation, Temenos AG, Palantir Technologies, CGI Group Inc., Salesforce, Inc., Fiserv, Inc., Fidelity, DXC Technology Company, Indeed Inc., Logibec Groupe Informatique, Thomson Reuters Corporation, Microsoft Corporation, Jack Henry and Associates Inc., Sage Software Inc., Accenture plc, Experian plc, Intuit, Roper Technologies, Inc., Toast, Inc., Ericsson, Dassault Systems, OpenText Corporation, McKesson Corporation, Xerox Corporation, IBM Corporation, HP Inc., SAP AG, Hexagon AG, Intercontinental Exchange Inc., ServiceNow, Inc., SDL Trados, Wortliga GmbH and athenahealth Inc.

Employees

For fiscal 2025, we had an average of approximately 65,000 full-time employees globally. As at December 31, 2025, we had approximately 69,000 full-time employees.

Risk Factors

The Company’s business is subject to a number of risk factors, including those risk factors set forth below. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business and operations and cause the price of our securities to decline. The Company’s external counsel advise us that securities regulations require that we provide a list of risk factors which might influence an investor’s decision to purchase CSI’s securities. As managers and directors, we do not believe that the next several pages of risk factors will add materially to your understanding of our business, but they are in form and substance, similar to what other companies like CSI provide. They do include quite a number of possible, though not necessarily probable, reasons for future setbacks.

We cannot assure you that we will sustain profitability in the future. If we do not maintain profits our share price may decline.

As we continue to grow our business, our operating expenses and capital expenditures may increase, and as a result, we will need to generate additional revenue to maintain profitability. If our revenues decline, we may not be able to sustain profitability because many of our expenses are fixed in the short term and cannot be easily or quickly reduced. A failure to maintain profitability could materially and adversely affect our business.

We periodically review the estimated value of acquired intangibles and goodwill to determine whether any impairment exists and we could write-down a portion of our intangible assets and goodwill as part of any such future review, which occurs when impairment indicators exist or, in the case of goodwill, at least once annually. We occasionally review opportunities to reorganize operations and may record restructuring charges in connection with any such reorganization. Any write-down of intangible assets or goodwill or restructuring charges in the future could affect our results of operations materially and adversely and as a result our share price may decline.

Our quarterly revenues and operating results may fluctuate.

Factors which may cause our revenues and operating results to fluctuate include:

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• the demand for our software products and the market conditions for technology spending;

• patterns of capital spending and changes in budgeting cycles by our customers;

• the timing of acquisitions and related costs;

• our ability to acquire or develop (independently or through strategic relationships with third parties), to introduce and to market new and enhanced versions of our software products, including emerging technologies such as artificial intelligence (“AI”), on a timely basis;

• the number, timing and significance of new software product announcements and releases by us or our competitors;

• the level of software product and price competition;

• the geographical mix of our sales, together with fluctuations in foreign currency exchange rates;

• market acceptance of new and enhanced versions of our software products, and our success in new and evolving markets and in emerging technologies, including AI;

• changes in personnel and related costs;

• the amount and timing of operating costs and capital expenditures relating to the expansion of our business;

• changes in the pricing and the mix of software solutions that we sell and that our customers demand;

• seasonal variations in our sales cycles; and

• order cancellations and shipment delays.

In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of maintenance arrangements with our customers. These maintenance arrangements typically last from three months to 12 months, and the timing of cash collections of related revenues varies from quarter to quarter.

In addition, our new license revenue may fluctuate significantly on a quarterly and annual basis in the future, as a result of a number of factors, many of which are outside of our control. The sale of a new license generally requires a customer to make a purchase decision that involves a significant commitment of capital.

We may be unable to identify and complete suitable platform acquisitions and acquisitions in our existing vertical markets.

We cannot be certain that we will be able to identify suitable new acquisition candidates that are available for purchase at reasonable prices. Even if we are able to identify such candidates, we may be unable to consummate an acquisition on suitable terms. When evaluating an acquisition opportunity, we cannot assure you that we will correctly identify the risks and costs inherent in the business that we are acquiring. If we were to proceed with one or more significant future acquisitions in which the consideration consisted of cash, a substantial portion of our available cash resources may be used or we may have to seek additional financing to complete such acquisitions.

Any failure to manage our growth through acquisitions effectively or integrate other businesses we acquire may lead to a disruption in our operations and adversely affect our operating results.

Since our inception we have made hundreds of acquisitions and we plan to continue to make acquisitions in the future. Growth and expansion resulting from future acquisitions may place a significant demand on our management resources. Integration of our completed acquisitions and any future acquisitions involves a number of special risks, including the following:

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• failure to integrate successfully the personnel, information systems, technology, and operations of the acquired business;

• failure to maximize the potential financial and strategic benefits of the transaction;

• failure to realize the expected synergies from acquired businesses;

• possible impairment of relationships with employees and customers as a result of any integration of new businesses and management personnel;

• possible losses from liabilities assumed in customer contracts;

• impairment of goodwill; and

• reductions in future operating results from amortization of intangible assets.

Future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected in the historical financial statements of such company and the risk that such historical financial statements may be based on assumptions, which are incorrect or inconsistent with our assumptions or approach to accounting policies. We may not be able to manage such expansion effectively and any failure to do so could lead to a disruption in our business, a loss of customers and revenue, and increased expenses.

We may acquire contingent liabilities through acquisitions that could adversely affect our operating results.

We may acquire contingent liabilities in connection with acquisitions we have completed, which may be material. Although management uses its best efforts to estimate the risks associated with these contingent liabilities and the likelihood that they will materialize, their estimates could differ materially from the liabilities actually incurred.

Demand for our software solutions may fluctuate with market conditions which may reduce our profitability in the future.

We depend upon the capital spending budgets of our customers. World and regional economic conditions have, in the past, adversely affected our licensing and support revenue. If economic or other conditions reduce our customers’ capital spending levels, our business, results of operations and financial condition may be adversely affected. In addition, the purchase and implementation of our software solutions can constitute a major portion of our customers’ overall IT budget, and the amount customers are willing to invest in acquiring and implementing such software solutions has tended to vary in response to economic, financial or other business conditions. Challenging economic conditions may also impair the ability of our customers to pay for software solutions they have purchased. As a result, reserves for doubtful accounts may increase.

If our customers demand performance guarantees, the costs and risks associated with offering our software solutions may increase.

We and our competitors are sometimes requested to provide specific performance guarantees with respect to the functionality of certain aspects of our software solutions. Similarly, we have been requested to quote fixed-price bids for our software solutions. These requests present risks, because implementations of our software solutions are rarely identical, and therefore we cannot accurately predict precisely what will be required to meet these performance standards. If these guarantees and fixed price bids become more common, our profitability may be affected.

We face competition from other software solutions providers, which may reduce our market share or limit the prices we can charge for our software solutions.

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Given that we serve numerous vertical markets, we face competition from a large number of competitors ranging in size from small private companies with annual revenues of less than $1 million per year to the larger enterprise resource planning vendors. As a result, in certain market segments, competition can be intense, and significant pricing pressure may exist. To maintain and improve our competitive position, we must continue to develop and to introduce, in a timely and cost-effective manner, new software solutions. In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of maintenance arrangements with our customers. Although we have experienced relatively stable and predictable attrition relating to these arrangements, increased competition could reduce the need for our maintenance services, as customers could decide to replace our software applications with a competitor’s applications or arrange for a third party to provide maintenance services.

We anticipate additional competition as other established and emerging companies enter the market for our software products and as new products and technologies are introduced. For example, companies that historically have not competed in one of our market segments could introduce new applications based on newer product architectures that could provide for functionality similar to or better than our software products. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing the ability of their products to better address the needs of our prospective customers. This risk has increased as our industry trends toward consolidation. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. This competition could result in price reductions, fewer customer orders, reduced gross margins and loss of market share for our software products.

Some of our competitors and potential competitors have greater financial, technical, marketing, and other resources, greater name recognition, and a larger installed base of customers than we do. The products of some of our competitors are based on more advanced product architectures or offer performance advantages compared with some of our more mature products. Our competitors may be able to respond more quickly to new or emerging technologies, including AI, and changes in customer requirements or may devote greater resources to the development, promotion, and sale of their products than we do. Further, AI technology and services are a highly competitive and rapidly evolving market. New competitors continue to enter this market. We will incur development and operational costs to build and support the AI models, services, platforms, and infrastructure necessary to meet the needs of our customers. However if we do not continue to make investments to support and incorporate AI into our products, software, services and operations, we may fall behind technological developments and evolving industry standards, which would decrease our competitiveness. Many competitive factors affect the market for our products and our ability to earn maintenance, professional services and new license revenue. Some of these factors are: vendor and product reputation; industry-specific expertise; cost of ownership; ease and speed of implementation; customer support; product architecture, quality, price and performance; product performance attributes, such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability.

Many of our businesses use or plan to use AI in their operations; challenges with incorporating and managing its use may result in competitive harm or adversely affect the results of our businesses.

Many of our businesses are in the process of incorporating AI solutions into their software, services, and operations. We expect that AI will generally continue to become more important to our company and to our customers over time. Our competitors may incorporate AI into their products, operations

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or services more quickly or successfully than us, develop superior products and services through the use of AI, or more effectively develop or acquire access to AI software, services or tools, which could negatively impact our businesses’ ability to compete effectively. AI may also reduce barriers to entry in the industries in which we operate, resulting in increased competition and price pressure. Further, given the rapid pace of change and highly competitive environment in connection with AI, there is an increased level of risk that the AI solutions that we develop or adopt will not be effective or commercially viable.

While we aim to develop and use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, AI technologies are complex and rapidly evolving. The use of AI in our businesses may generate risks with respect to harmful content, accuracy, perceived or actual bias, discrimination, human rights claims, allegations of lack of transparency, intellectual property infringement or misappropriation, breach of contract, data privacy, cyber security and misuse of personal or protected information, among others. The use of AI within our software, services, products and our operations also bring the possibility of new or enhanced governmental or regulatory scrutiny, legal liabilities, or ethical concerns that could adversely affect our operations, reputation, or financial results. The rapidly evolving patchwork of existing and proposed laws and regulatory frameworks – and general regulatory uncertainty – further expose us to challenges, uncertainties and additional costs in relation to legal and regulatory compliance. Further, AI offers users powerful tools and capabilities and there may be instances where AI within our products and services may be used in ways that are unintended, inappropriate, fraudulent or abusive. While we are committed to detecting and controlling such misuse, our efforts may not be effective and such misuse could result in negative publicity, which may lead to adverse impacts to our business and results of operations.

The consequences of our failure to adapt to these changes, or any failure by our employees, contractors, partners, suppliers or agents to comply with laws and regulations applicable to AI within our operations, could have a material adverse effect on our business, results of operations, and financial condition, including, but not limited to, being required to adjust or limit our software product offerings or our use of AI in specific jurisdictions to comply with new and evolving AI laws and regulations.

If we cannot attract and retain qualified sales personnel, customer service personnel, and software developers, we may not be able to sell and to support our existing products or to develop new products.

We depend on key technical, sales, and senior management personnel. Many of these individuals would be difficult to replace if they were to leave our employment. In addition, our success is highly dependent on our continuing ability to identify, hire, train, assimilate, motivate, and retain highly qualified personnel, including recently hired officers and other employees. Any such new hire may require a significant transition period prior to making a meaningful contribution to the Company. Periodically, competition for qualified employees is intense in the technology industry, and we have in the past experienced difficulty recruiting qualified employees. Our failure to attract and to retain the necessary qualified personnel could seriously harm our operating results and financial condition.

Our future growth depends, in part, upon our ability to develop new products and to improve existing software products. Our ability to develop new software solutions and to enhance our existing software solutions will depend, in part, on our ability to recruit and to retain top quality software programmers. If we are unable to hire and to retain sufficient numbers of qualified programming personnel, we may not be able to develop new software solutions or to improve our existing software solutions in the time frame necessary to execute our business plan.

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The loss of our rights to use software currently licensed to us by third parties could increase our operating expenses by forcing us to seek alternative technology and adversely affect our ability to compete.

We license certain technologies used in our products from third parties, generally on a non-exclusive basis. The termination of any of these licenses, or the failure of the licensors to adequately maintain or update their products, could delay our ability to ship our products while we seek to implement alternative technology offered by other sources and require significant unplanned investments on our part. In addition, alternative technology may not be available on commercially reasonable terms. In the future, it may be necessary or desirable to obtain other third-party technology licenses relating to one or more of our products or relating to current or future technologies to enhance our product offerings. There is a risk that we will not be able to obtain licensing rights to the needed technology on commercially reasonable terms, if at all.

Several members of our senior management team are important to our business and if these individuals do not remain with us in the future it may have a negative impact on our financial condition and results of operations.

Our future success depends on the continued efforts and abilities of our senior management team. Their skills, experience and industry contacts significantly benefit us. Although we have employment and non-competition agreements with members of our senior management team, we cannot assure you that they or our other key employees will all choose to remain employed by us. If we lose the services of one or more of these individuals, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly with us, our business, operating results, and financial condition could be harmed. We do not maintain key man life insurance on any of our employees .

We may experience customer attrition, which could affect our revenues more adversely than we expect, and we may be unable to adapt quickly to such attrition. Any significant reduction in revenues as a result of such attrition may have a material adverse effect on our business, results of operations or financial condition.

We expect that a substantial portion of our revenue will continue to be derived from renewals of quarterly and annual maintenance arrangements with our customers, and, to a lesser extent, from professional services engagements for these customers. Although we believe we have strong customer retention rates, attrition in our customer base does occur when existing customers elect not to renew their maintenance arrangements and cease purchasing professional services from us. Customer attrition occurs for a variety of reasons, including a customer’s decision to replace our software product with that of a competing vendor, to purchase maintenance or consulting services from a third-party service provider, or to forego maintenance services altogether. It can also occur when a customer is acquired or ceases operations.

Historically, we have been able to replace more than the revenue lost through attrition with new revenue from maintenance services as well as from price increases for maintenance services. However, any factors that adversely affect the ability of our software products to compete with those available from others, such as availability of competitors’ products offering more advanced product architecture, superior functionality or performance or lower prices, or factors that reduce demand for our maintenance services, such as intensifying price competition, could lead to increased rates of customer attrition.

Currency exchange rate fluctuations, tariffs and other risks associated with our international

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operations may adversely affect our operating results.

We are subject to risks of doing business internationally, including fluctuations in currency exchange rates, increases in duty rates, difficulties in obtaining export licenses, difficulties in the enforcement of intellectual property rights and political uncertainties. Our most significant international operations are in the United States, United Kingdom, Continental Europe and Australia. We currently do not typically use derivative instruments to mitigate our exposure to those risks. Although most of our businesses are organized geographically so that many of our expenses are incurred in the same currency as our revenues thus mitigating some of our exposure to currency fluctuations, we are still subject to some foreign currency risk. We may choose to enter into forward foreign exchange contracts from time to time with the objective of mitigating volatility in profit or loss but there is no assurance that these hedging strategies will be effective or available on commercially reasonable terms.

Revenues and expenses generated in foreign currencies are translated at exchange rates during the month in which the transaction occurs. We cannot predict the effect of foreign exchange losses in the future; however, if significant foreign exchange losses are experienced, they could have a material adverse effect on our business, results of operations, and financial condition. In addition, fluctuations in exchange rates could affect the pricing of our products and negatively influence customer demand.

We are in the IT business and our products and services are sold to customers globally. As such, we are exposed to broader macroeconomic risks, including the ongoing rise in threatened and imposed tariffs, as well as threatened and imposed retaliatory tariffs and surtaxes between countries we operate in. The imposition of tariffs, or any future escalation in trade barriers, may adversely impact our business and financial condition, increase the cost of our operations and reduce our competitive pricing due to tariff-related cost past-throughs or compliance costs and may limit market access or require changes to our supply chain or delivery methods. We may also face changes in government policies relating to trade barriers, tariff exclusions, import/export licensing or controls (including export controls, encryption, and technology-transfer restrictions) economic sanctions, or country-oforigin regulations which may also require the Company to undertake operational adjustments and face increased compliance costs. These factors may also reduce customer spending, delay project decisions or impact market demand generally.

Additional risks we face in conducting business internationally include longer payment cycles and difficulties in managing international operations. These include constraints associated with local laws regarding employment, difficulty in enforcing our agreements through foreign legal systems, complex international tax and financial reporting compliance requirements, and the adverse effects of tariffs, duties, price controls or other restrictions that impair trade.

We may have exposure to unforeseen tax liabilities.

We are subject to income taxes as well as non-income based taxes, in Canada, the United States and various foreign jurisdictions and our tax structure is subject to review by numerous taxation authorities. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Although we strive to ensure that our tax estimates and filing positions are reasonable, we cannot assure you that the final determination of any tax audits and litigation will not be different from what is reflected in our historical income tax provisions and accruals, and any such differences may materially affect our operating results for the affected period or periods.

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The Company is subject to income tax audits by various authorities in respect of prior periods that could result in additional tax expense in future periods. While the outcome of such outstanding audits and claims remains uncertain, it is expected that they will be resolved without a material impact to the Company’s financial position.

We also have exposure to additional non-income tax liabilities. We are subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in Canada, the United States and various foreign jurisdictions.

Impact of geopolitical and other global or local events may have a significant effect on our operations.

Various events, including natural disasters, extreme weather conditions, labour disputes, imposition of economic sanctions, civil unrest, war and political instability, terrorism, contagious illness outbreaks or pandemics and environmental disasters or the perceived threat or fear of these events, may cause a disruption of our normal operations, including staff shortages, mobility restrictions and other quarantine measures (including as a result of government regulation and prevention measures) and may disrupt the domestic and international travel of our sales and other personnel. The sales cycle for our products includes a period of education for potential customers on the use and benefits of our software solutions, as well as the integration of our software solutions with additional applications utilized by individual customers. Any disruption in the ability of our personnel to travel could have a material and adverse impact on our ability to complete this process and to service these customers or to negotiate new merger and acquisition transactions, which could, in turn, have a material adverse effect on our business, results of operations and financial condition. In addition, these events or the perceived threat or fear of these events may require us to reorganize our day-today operations to minimize the associated risks. Any expense related to the reorganization of our day-to-day operations, even on a short-term basis, could also have a material adverse effect on our business, results of operations and financial condition.

Potential divestitures of majority owned software businesses may reduce revenues in the short term and create uncertainty among our employees, customers and potential customers, which could harm our business.

Although we have not divested any material businesses in the last ten years, any divestitures could result in a short-term reduction in revenue and could harm our results of operations if we were not able to reduce expenses accordingly or to generate offsetting sources of revenue. To the extent that our consideration of these potential divestitures became known prior to their completion, we could face the risk, among others, that customers and potential customers of the VMS business in question might be reluctant to purchase our software solutions during this period. In addition, we face the risk that we may be unable to retain qualified personnel within the applicable VMS business during this period. Poor economic conditions and a lack of access to the credit markets may lead to difficulty in finding interested buyers for any proposed divestitures. These risks could prevent us from successfully completing on favourable terms, or at all, divestitures that would otherwise be beneficial to us, and may in the process weaken business divisions that we are considering for divestiture. Any of these events could result in a loss of customers, revenues, and employees and could harm our results of operations.

Some of the markets for our software products are characterized by periodic technological advances, and we must improve our software products to remain competitive.

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Periodic technological change and associated new product introductions and enhancements characterize the software industry in general. Our current and potential customers increasingly require greater levels of functionality and more sophisticated product offerings. In addition, the life cycles of many of our software products are difficult to estimate. While we believe some of our software products may be nearing the end of their product life cycles, we cannot estimate the decline in demand from our customers for maintenance related to these software products. Accordingly, we believe that our future success depends upon our ability to enhance current software products and to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely manner, and on our ability to enable our software products to work in conjunction with other products from other suppliers that our customers may utilize. Our failure to develop and to introduce or to enhance products in a timely manner could have a material adverse effect on our business, results of operations, and financial condition.

We may be unable to respond on a timely basis to the changing needs of our customer base and the new applications we design for our customers may prove to be ineffective. Our ability to compete successfully will depend in large measure on our ability to bring to market effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry, including the incorporation of emerging technologies such as AI into our software products. Delays in our adoption or innovation could make our products and services less competitive or obsolete. Our software products must remain compatible with evolving computer hardware and software platforms and operating environments. We cannot assure you that we will be successful in these efforts. In addition, competitive or technological developments and new regulatory requirements may require us to make substantial, unanticipated investments in new products and technologies, and we may not have sufficient resources to make these investments. If we were required to expend substantial resources to respond to specific technological or product changes, our operating results would be adversely affected.

If we are unable to protect our proprietary technology and that of the VMS businesses that we acquire, our competitive position could be adversely affected.

We have relied, and expect to continue to rely, on a combination of copyright, trademark and tradesecret laws, confidentiality procedures, and contractual provisions to establish, maintain, and protect our proprietary rights. Although patents generally provide greater protection of software products than do trade secrets or copyrights, we currently possess only a limited number of patents. We typically enter into agreements with our employees, consultants, customers, partners and vendors in an effort to control ownership of our intellectual property and access to and distribution of our software, documentation and other proprietary information. Despite these precautions, there may be authors of some of the intellectual property that form parts of our software products who have not assigned their intellectual property rights to us and who have not waived their moral rights with respect thereto. The steps we take may not prevent misappropriation of our intellectual property, and the agreements we enter into may not be enforceable. Despite our efforts to protect our proprietary rights in our intellectual property and that of other businesses we may acquire, unauthorized parties may copy or otherwise obtain and use our proprietary technology or obtain information we regard as proprietary. In addition, use of AI by employees or consultants, whether authorized or unauthorized, could increase the risk that our intellectual property and other proprietary information may be unintentionally disclosed. Policing unauthorized use of our technology, if required, may be difficult, time-consuming, and costly. Our means of protecting our technology may be inadequate.

Third parties may apply for and obtain patent protection for products and services that are similar to our software solutions. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or services or to obtain and to use information that we regard

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as proprietary. Third parties may also independently develop similar or superior technology without violating our proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent, as do the laws of Canada and the United States.

Trademark protection is an important factor in establishing product recognition. Our inability to protect our trademarks from infringement could result in injury to any goodwill which may be developed in our trademarks. Moreover, we may be unable to use one or more of our trademarks because of successful third-party claims.

Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although we believe that our software products and technology do not infringe proprietary rights of others, litigation may be necessary to protect our proprietary technology and third parties may assert infringement claims against us with respect to their proprietary rights.

Any claims or litigation can be time consuming and expensive regardless of their merit. Infringement claims against us could cause product release delays, require us to redesign our products or to enter into royalty or license agreements that may not be available on terms acceptable to us, or at all.

Software product development delays could harm our competitive position and reduce our revenues.

If we experience significant delays in releasing new or enhanced software products, our position in the market could be harmed and our revenue could be substantially reduced, which would adversely affect our operating results. We have experienced software product development delays in the past and may experience delays in the future. In particular, we may experience software product development delays associated with the integration of recently acquired software products and technologies. Delays may occur for many reasons, including the inability to hire a sufficient number of developers, discovery of bugs and errors, or the inability of our current or future software products to conform to customer and industry requirements.

Our software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance, or product liability claims with substantial litigation costs.

As a result of their complexity, software products may contain undetected errors or failures when entering the market. Despite testing performed by us and testing and use by current and potential customers, defects and errors may be found in new software products after commencement of commercial shipments or the offering of a network service using these software products. In these circumstances, we may be unable to successfully correct the errors in a timely manner or at all. The occurrence of errors and failures in our software products could result in negative publicity and a loss of, or delay in, market acceptance of those software products. Such publicity could reduce revenue from new licenses and lead to increased customer attrition. Alleviating these errors and failures could require significant expenditure of capital and other resources by us. The consequences of these errors and failures could have a material adverse effect on our business, results of operations, and financial condition.

Because many of our customers use our software products for business-critical applications, any errors, defects, or other performance problems could result in financial or other damage to our customers. Our customers or other third parties could seek to recover damages from us in the event of actual or alleged failures of our software solutions. We have in the past been, and may from time to time continue to be, subject to these kinds of claims. Although our license agreements with

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customers typically contain provisions designed to limit our exposure to potential claims, as well as any liabilities arising from these claims, the provisions may not effectively protect against these claims and the liability and associated costs. Accordingly, any such claim could have a material adverse effect upon our business, results of operations, and financial condition. In addition, defending this kind of claim, regardless of its merits, or otherwise satisfying affected customers, could entail substantial expense and require the devotion of significant time and attention by key management personnel.

The hosting services of some of our products are dependent on the uninterrupted operation of data centers. Any unexpected interruption in the operation of data centers used could result in customer dissatisfaction and a loss of revenues.

Some of our VMS businesses provide hosting services in respect of some of our software products. These hosting services depend upon the uninterrupted operation of data centers and the ability to protect computer equipment and information stored in these data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or internet failure, unauthorized intrusion, computer viruses and other similar damaging events. If any of the data centers we use were to become inoperable for an extended period, we might be unable to provide our customers with contracted services. Although we take what we believe to be reasonable precautions against such occurrences, we can give no assurance that damaging events such as these will not result in a prolonged interruption of our services, which could result in customer dissatisfaction, loss of revenue and damage to our business.

As a provider of hosted services, we receive confidential information, including credit card and other financial and accounting data. There can be no assurance that this information will not be subject to loss, destruction, computer break-ins, theft, or other improper activity that could jeopardize the security of information for which we are responsible. Any such lapse in security could expose us to litigation, loss of customers, or otherwise harm our business. In addition, any person who is able to circumvent our security measures could misappropriate proprietary or confidential customer information or cause interruptions in our operations.

We are currently, and may in the future become, subject to civil litigation, which if decided against us, could require us to pay judgments, settlements or other penalties and could potentially result in the dilution of our Common Shares.

In addition to being subject to litigation in the ordinary course of business, we may become subject to class actions, securities litigation or other actions, including anti-trust and anti-competitive actions.

Any litigation may be time consuming, expensive and distracting from the conduct of our daily business. The adverse resolution of any specific lawsuit could have a material adverse effect on our financial condition and liquidity.

In addition, the resolution of those matters may require us to issue additional Common Shares, which could potentially result in the dilution of our Common Shares. Expenses incurred in connection with these matters (which include fees of lawyers and other professional advisors and potential obligations to indemnify officers and directors who may be parties to such actions) could adversely affect our cash position.

The market price of the Common Shares will fluctuate.

The market price of the Common Shares will fluctuate due to a number of factors, including:

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• actual or anticipated changes in our results of operations;

• changes in estimates of our future results of operations by management or securities analysts;

• announcements of technological innovations or new software products by us or our competitors;

• general industry changes; or

• material acquisitions.

In addition, the financial markets have experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many software companies and that sometimes have been unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the software industry specifically, may adversely affect the market price of the Common Shares.

Sales of substantial amounts of Common Shares by our existing shareholders, or the perception that these sales will occur, may cause the market price of the Common Shares to fall.

Our dividend policy may change. We may not pay dividends in the future.

The Board adopted a policy to pay quarterly dividends commencing April 2, 2012. The Company may also pay special dividends from time to time. Although we have paid dividends in the past, there may be circumstances where we may change our position on paying dividends. There is no guarantee we will pay dividends in future years. The dividend policy will be reviewed from time to time by our Board of Directors in the context of our earnings, financial condition and other relevant factors, including the availability of acquisition opportunities and other sources of capital. As indicated in the Company’s March 6, 2014 and February 15, 2021 press releases, the Company will not hesitate to reduce or even eliminate the current quarterly dividend if, at any time, other attractive sources of capital are not readily available. In addition, if the Company fails to pay interest owing on the Subordinated Debentures in full in cash on any interest payment date in respect of the Subordinated Debentures, the Company will not be permitted to declare or pay dividends of any kind on the Common Shares until such time as the Company pays such interest to holders of Subordinated Debentures. See “Description of Capital Structure – Warrants and Subordinated Debentures”.

No limit on indebtedness

Neither the trust indenture dated November 19, 2014, as supplemented by the first supplemental indenture dated September 30, 2015, a second supplemental indenture dated August 29, 2023 and the third supplemental indenture dated October 6, 2023, in each case, between the Company and Computershare Trust Company of Canada (the “Subordinated Debenture Indenture”), nor the trust indenture dated February 16, 2024, as supplemented by a first supplemental indenture dated February 16, 2024 and a second supplemental trust indenture dated February 16, 2024, in each case, between the Company and Computershare Trust Company, N.A. (the “Senior Note Indenture”, and together with the Subordinated Debenture Indenture, the “Indentures”) limits the ability of the Company to incur additional debt or liabilities (including senior indebtedness). In order to finance acquisitions from time-to-time, the Company expects to draw down additional indebtedness under its credit facility, enter new credit facilities without recourse to CSI, and may also issue additional Subordinated Debentures and/or additional Senior Notes at any time. The additional indebtedness will increase the interest payable by the Company from time-to-time until such amounts are repaid, which will represent an increase in the Company’s cost and a potential reduction in the Company’s

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income. In addition, the Company may need to find additional sources of financing to repay these amounts when they become due. There can be no guarantee that the Company will be able to obtain financing on terms acceptable to it or at all at any such time.

If our security measures for our products and services are compromised and as a result, our data, our customers’ data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as vulnerable, our brand and reputation could be damaged, the IT services we provide to our customers could be disrupted, and customers may stop using our products and services, all of which could reduce our revenue and earnings, increase our expenses and expose us to legal claims and regulatory actions.

We are in the IT business, and certain of our products and services, store, retrieve, manipulate and manage our customers’ information and data, external data, as well as our own data. We are exposed to heightened cybersecurity risks due to the nature of our operations, our reliance on information technology systems, and the sensitivity and volume of data that we collect, process, store and transmit in the ordinary course of its business. Further, as an IT business, the likelihood and potential impact of a material cybersecurity incident is elevated relative to organizations with less complex digital operations. These risks have increased in recent years as cyber‑attacks have become more frequent, sophisticated and targeted, including through the use of ransomware, phishing, social engineering, supply‑chain attacks and other malicious activities. In addition, the evolving use of AI increases the risk of cyberattacks and data breaches, which can evolve more rapidly when AI is used to facilitate the attack. Despite our security procedures, threat intelligence services, and internal control measures we utilize to safeguard our systems, we may still be vulnerable to a security breach, intrusion, or loss or theft of confidential client data, transaction data, or proprietary company information, which may harm our business, reputation and future financial results.

At times, we encounter attempts by third parties (which may include nation states and individuals sponsored by them) to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures, and gain unauthorized access to our or our customers’, partners’ and suppliers’ software, hardware and cloud offerings, networks and systems, any of which could lead to the compromise of personal information or the confidential information or data of Constellation or our customers. Cyber attackers and other threat actors may be able to develop and deploy IT related viruses, worms, and other malicious software programs that could attack our networks, systems, products and services, exploit potential security vulnerabilities of our networks, systems, products and services, create system disruptions and cause shutdowns or denials of service. This is also true for third-party data, products or services incorporated into our own products and services or used by us. Data may also be accessed or modified improperly as a result of customer, partner, employee or supplier error or malfeasance and third parties may attempt to fraudulently induce customers, partners, employees or suppliers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data, our customers’, suppliers’ or partners’ data or the IT systems of Constellation, its customers, suppliers or partners.

In Canada, the Personal Information Protection and Electronic Documents Act requires businesses to give notice of any breaches of security safeguards affecting personal information to the affected individuals and Privacy Commissioner where there is a real risk of significant harm to the affected individuals and impose the keeping of a register of such breaches. Certain provinces, such as Quebec and Alberta, also have similar requirements. Failure to comply with the reporting and record keeping obligations may result in a fine. In Quebec, this fine may be up to the greater of CAD $25 million or 4% of a company’s annual revenue. In Europe, the General Data Protection Regulation provides obligations that apply internationally to entities that control or process the personal data of citizens in the territory of the European Union. This legislation also includes mandatory breach notification

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provisions as part of a comprehensive regime that governs the processing of personal information. Penalties for violations can be up to 4% of a company’s total annual revenue. In The United States, the Health Insurance Portability and Accountability Act of 1966, as amended by the Health Information Technology for Economic and Clinical Health Act and implementing regulations mandates, among other things, the adoption of uniform standards for the electronic exchange of information in common health care transactions (such as health care claims information and plan eligibility, referral certification and authorization, claims status, plan enrolment, coordination of benefits and related information), as well as standards relating to the privacy and security of individually identifiable health information, which govern the use and disclosure of such information and require the adoption of administrative, physical and technical safeguards to protect such information. In addition, many U.S. states, Canadian provinces and other countries have enacted similar laws addressing the privacy and security of health-related information. Failure to comply with laws addressing the privacy and security of health-related information could result in the imposition of significant fines and/or criminal penalties.

The consequences of security breaches, compliance with privacy and data protection laws and regulations and the potential liability associated with the failure to comply with these laws could have a material adverse effect on our business, results of operations, and financial condition.

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DIVIDENDS

Dividends

Since January 1, 2023, we have declared the following cash dividends on our Common Shares:

Class of Shares	Date of Payment	Amount of Dividend Per Share	Record Date for Payment
Common	April 15, 2026	US$1.00 (quarterly)	March 27, 2026
Common	January 12, 2026	US$1.00 (quarterly)	December 19, 2025
Common	October 10, 2025	US$1.00 (quarterly)	September 19, 2025
Common	July 11, 2025	US$1.00 (quarterly)	June 20, 2025
Common	April 15, 2025	US$1.00 (quarterly)	March 28, 2025
Common	January 10, 2025	US$1.00 (quarterly)	December 20, 2024
Common	October 10, 2024	US$1.00 (quarterly)	September 20, 2024
Common	July 11, 2024	US$1.00 (quarterly)	June 20, 2024
Common	April 15, 2024	US$1.00 (quarterly)	March 28, 2024
Common	January 11, 2024	US$1.00 (quarterly)	December 20, 2023
Common	October 11, 2023	US$1.00 (quarterly)	September 20, 2023
Common	July 11, 2023	US$1.00 (quarterly)	June 20, 2023
Common	April 14, 2023	US$1.00 (quarterly)	April 6, 2023

Effective January 2012, our policy is to pay quarterly dividends, subject to Board approval, based on our historical practice and may pay special dividends from time to time. The Board of Directors will determine if and when dividends should be declared and paid in the future based on all relevant circumstances, including the desirability of financing further growth of the Company and our financial position at the relevant time. There is no guarantee that dividends will continue to be paid in the future.

On February 6, 2023, the Company declared a special dividend pursuant to which all holders of Common Shares of record on February 16, 2023 were entitled to receive, by way of a dividend-inkind, 3.0003833 subordinate voting shares of Lumine Group Inc. for each Common Share held. The dividend was distributed on February 23, 2023.

On August 15, 2023, the Company declared a special dividend pursuant to which all holders of

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Common Shares on September 1, 2023 were entitled to receive, by way of a dividend-in-kind, one warrant of the Company (the “Warrants”) for each Common Share held. The dividend was distributed on August 29, 2023. See “Description of Capital Structure – Warrants and Subordinated Debentures”.

On August 23, 2023, the Company declared a special dividend pursuant to which all holders of Common Shares of record on September 1, 2023 were entitled to receive, by way of a dividend-inkind, one right of the Company (each, a “Right”) for each Common Share held. The dividend was distributed on September 8, 2023. For every 3.03 Rights held, the holder of such Rights was entitled to participate in the 2023 Rights Offering by subscribing for C$100 Series 1 Debentures at a price of C$133 per C$100 principal amount of Series 1 Debentures purchased. See “General Development of the Business – Rights Offerings”.

Dividend Reinvestment Plan

Effective May 16, 2013, the Company adopted a dividend reinvestment plan (the “DRIP”), under which all registered holders of Common Shares in Canada are eligible to participate. Non-registered holders of Common Shares may be able to participate through their financial institution, broker or other intermediary through which their Common Shares are held. Alternatively, non-registered holders of Common Shares may become registered holders of such shares in order to participate in the DRIP. Computershare Trust Company of Canada is the agent and administrator of the DRIP.

Pursuant to the DRIP, eligible participants are permitted to increase their investment in the Company by choosing to automatically reinvest cash dividends received on the Common Shares held by them in additional Common Shares, which will be purchased by the Company (or a trustee, custodian or administrator on the Company’s behalf) on the open market, or at the Company’s discretion, issued from treasury. If the Common Shares issued pursuant to the DRIP are to be issued from treasury, such Common Shares will be issued at a price equal to the weighted average market price of the Common Shares on the TSX for the five trading days immediately preceding the applicable dividend payment date. To date, the Company has satisfied its obligation under the DRIP by purchasing shares on the open market.

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DESCRIPTION OF CAPITAL STRUCTURE

Share Capital

The authorized capital of the Company consists of an unlimited number of Common Shares and a number of Preferred Shares, issuable in series, limited to not more than 20% of the number of issued and outstanding Common Shares at the time of issuance of any Preferred Shares. As at March 31, 2026 there were 21,191,530 Common Shares outstanding and no Preferred Shares outstanding.

Common Shares

The holders of the Common Shares are entitled to receive notice of and to attend all of our annual and special meetings of the shareholders and to one vote in respect of each Common Share held at all such meetings. The holders of the Common Shares are entitled, at the discretion of the Board, to receive out of any or all of our profits or surplus properly available for the payment of dividends, any dividend declared by the Board and payable on the Common Shares. The holders of the Common Shares will participate ratably in any distribution of assets, or liquidation, dissolution or winding-up or other distribution of our assets among shareholders for the purpose of winding up our affairs.

Preferred Shares

The Preferred Shares will be issuable in one or more series, where the Board will be authorized to fix the number of shares of each series, subject to the limitation on the number of Preferred Shares to be issued as described below, and to determine for each series, subject to the terms and conditions set out herein, the designation, rights, privileges, restrictions and conditions, including dividend rates, redemption prices, conversion rights and other matters.

Ranking and Priority

Each series of Preferred Shares will be entitled to priority over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares with respect to priority in the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, and any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs. The Preferred Shares of any series may also be given such other preferences, not inconsistent with the provisions hereof, over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares, as may be determined by the Board.

Parity Among Series

Each series of Preferred Shares will rank on a parity with every other series of Preferred Shares with respect to priority in the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, and any other distribution of the assets of the Company among its shareholders for the purpose of windingup its affairs.

Participation Upon Liquidation, Dissolution or Winding Up

In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares will be entitled to receive from the assets of the Company any cumulative

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dividends, whether or not declared, or declared non-cumulative dividends or amounts payable on a return of capital which are not paid in full in respect of any Preferred Shares and any redemption price or other liquidation amount in accordance with the rights, terms and conditions of any particular series, before any amount is paid or any assets of the Company are distributed to the holders of any Common Shares or shares of any other class ranking junior to the Preferred Shares. After payment to the holders of the Preferred Shares of the amount so payable to them as above provided they will not be entitled to share in any further distribution of assets of the Company among its shareholders for the purpose of winding up its affairs.

Dividends

The holders of each series of Preferred Shares will be entitled to receive dividends (which may be cumulative or non-cumulative and variable or fixed) as and when declared by the Board.

Conversion

No series of Preferred Shares will be convertible into any other class of shares but they may be convertible into another series of Preferred Shares.

Redemption

Each series of Preferred Shares may be redeemable by the Company on such terms as may be determined by the Board.

Voting

Holders of any series of Preferred Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Preferred Shares or a series thereof) to receive notice of, attend at, or vote at any meeting of shareholders of the Company, unless the Board determines otherwise, in which case voting rights will only be provided in circumstances where the Company has failed to pay a certain number of dividends on such series of Preferred Shares, which determination and number of dividends and any other terms in respect of such voting rights, will be determined by the Board and set out in the designations, rights, privileges, restrictions and conditions of such series of Preferred Shares.

Warrants and Subordinated Debentures

Warrants

As at March 31, 2026 there were 21,191,530 Warrants outstanding. The Warrants are not exercisable by the holders thereof unless and until the Company exercises the company redemption right in respect of the Series 1 Debentures. If the Company exercises such company redemption right, each Warrant will become exercisable by the holder thereof for a period of 30 calendar days (the “Warrant Exercise Period”) starting from the date that the Company provides notice to the holders of its Series 1 Debentures that the Company is exercising the company redemption right to redeem the Series 1 Debentures. Following notice by the Company of the exercise of the company redemption right, each Warrant will, upon exercise, entitle the holder thereof to receive, on the 10th business day following the last date of the Warrant Exercise Period (the “Series 2 Issuance Date”) C$100 principal amount of unsecured subordinated floating rate debentures, Series 2 of the Company (the “Series 2 Debentures”, and together with the Series 1 Debentures, the “Subordinated Debentures”) for each C$100 principal amount of Series 1 Debentures tendered for repurchase by the Company. The

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Company will pay any accrued and unpaid interest on the Series 1 Debentures tendered for repurchase up to, but excluding, the Series 2 Issuance Date. Other than tendering the Series 1 Debentures for repurchase, no additional exercise price will be owing by a holder of a Warrant upon the exercise of a Warrant.

The Warrants are not currently listed on the Toronto Stock Exchange or any other exchange. If and when the company redemption right in respect of the Series 1 Debentures is exercised, the Company plans to apply to list the Warrants on the TSX, so that the Warrants would trade on the TSX during the Warrant Exercise Period. The Company’s ability to list the Warrants will be subject to the approval of the TSX at such time.

All unexercised Warrants will expire on the earlier of (i) the first date on which all the outstanding Series 1 Debentures have matured or have otherwise been repurchased, redeemed or cancelled, and (ii) March 31, 2040.

Subordinated Debentures

In connection with the 2014 Rights Offering, on October 1, 2014 and November 19, 2014, the Company issued two tranches of Series 1 Debentures with an aggregate principal amount of C$96.0 million for total proceeds of C$91.2 million to the Company. In connection with the 2015 Rights Offering, on September 30, 2015, the Company issued another tranche of Series 1 Debentures with a total principal amount of C$186.2 million for total proceeds of C$214.1 million. In connection with the 2023 Rights Offering, on October 6, 2023, the Company issued another tranche of Series 1 Debentures with a total principal amount of C$213 million for total proceeds of C$282 million.

As at March 31, 2026, the total principal amount of Series 1 Debentures outstanding was C$495 million, and there were no Series 2 Debentures outstanding.

The Subordinated Debentures have a maturity date of March 31, 2040 (the “Maturity Date”). The interest rate from and including March 31, 2025 to but excluding March 31, 2026 is 8.9%. The interest rate from and including March 31, 2026 to but excluding March 31, 2027 will be 8.6%. From and including March 31, 2026 to but excluding the Maturity Date, the interest rate applicable to the Subordinated Debentures will be reset on an annual basis on March 31 of each year, at a rate equal to the annual average percentage change in the All-items Consumer Price Index during the 12 month period ending on December 31 in the prior year (which amount may be positive or negative) plus 6.5%. Notwithstanding the foregoing, the interest rate applicable to the Subordinated Debentures will not be less than 0%. The Company may, subject to certain approvals, elect to make payment in kind (a “PIK Election”), in lieu of paying interest in cash, to satisfy all or any portion of its interest obligation payable on an interest payment date by issuing to each Subordinated Debenture holder Subordinated Debentures equal to the amount of the interest obligation to be satisfied (“PIK Debentures”). The PIK Debentures will have the same terms and conditions as the Subordinated Debentures and will form part of the principal amount of the Subordinated Debentures. If, on any interest payment date, the Company fails to pay the amount of interest owing on the Subordinated Debentures in full in cash, the Company will not (A) declare or pay dividends of any kind on the Common Shares, nor (B) participate in any share buyback or redemption involving the Common Shares, until the date on which the Company pays such interest (or the unpaid portion thereof) in cash to holders of the Subordinated Debentures; however, if the Company has issued PIK Debentures in respect of all or a portion of the amount of interest owing on the Subordinated Debentures on one or more interest payment dates, the Company may resume declaring or paying dividends of any kind on the Common Shares and participating in any share buyback or redemption involving the Common Shares beginning on the earlier of (i) the next interest payment date in respect of which the Company

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pays the amount of interest owing on the Subordinated Debentures in full in cash and (ii) the date on which the Company repays all amounts owing under the PIK Debentures. All payments in respect of the Subordinated Debentures will be subordinated in right of payment to the prior payment in full of all senior indebtedness of the Company, including the Senior Notes.

The Subordinated Debentures will be redeemable in certain circumstances at the option of the Company or the holder. During the period beginning on March 16 and ending on March 31 of each year, the Company will have the right, at its option, to give notice to holders of Subordinated Debentures of its intention to redeem the Subordinated Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for redemption. During the period beginning on March 1 and ending on March 15 of each year, holders of Subordinated Debentures will have the right, at their option, to give notice to the Company of their intention to require the Company to repurchase (or to “put”) the Subordinated Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for repurchase.

Upon the occurrence of a change of control of the Company involving the acquisition of voting control or direction of more than 50% of the votes represented by the issued and outstanding Common Shares by any person or group of persons acting jointly or in concert (a “Change of Control”), each holder of Subordinated Debentures may require the Company to purchase, on the date which is 30 days following the giving of notice of the Change of Control as set out below (the “Change of Control Put Date”), the whole or any part of such holder’s Subordinated Debentures at a price equal to 100% of the principal amount thereof (the “Change of Control Put Price”) plus accrued and unpaid interest up to, but excluding, the Change of Control Put Date. If 90% or more of the aggregate principal amount of the Subordinated Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered for purchase on the Change of Control Put Date, the Company will have the right to redeem all the remaining Subordinated Debentures on such date at the Change of Control Put Price, together with accrued and unpaid interest to such date. Notice of such redemption must be given to the debenture trustee prior to the Change of Control Put Date and, as soon as possible thereafter, by the debenture trustee to the holders of the Subordinated Debentures not tendered for purchase.

The rights of the holders of the Subordinated Debentures as well as any other series of debentures that may be issued under the Subordinated Debenture Indenture may be modified in accordance with the terms of the Subordinated Debenture Indenture. For that purpose, among others, the Subordinated Debenture Indenture contains certain provisions which will make binding on all Subordinated Debenture holders resolutions passed at meetings of the holders of the debentures issued under the Subordinated Debenture Indenture by votes cast thereat by holders of not less than 66[2/3] % of the principal amount of the then outstanding debentures present at the meeting or represented by proxy, or rendered by instruments in writing signed by the holders of not less than 66[2/3] % of the principal amount of the then outstanding debentures. In certain cases, the modification will, instead of or in addition to the foregoing, require assent by the holders of the required percentage of debentures of each particularly affected series. Under the Subordinated Debenture Indenture, the debenture trustee will have the right to make certain amendments to the Subordinated Debenture Indenture in its discretion, without the consent of the holders of Subordinated Debentures.

The Subordinated Debenture Indenture provides that an event of default (“Event of Default”) in respect of the Subordinated Debentures will occur if certain events described in the Subordinated Debenture Indenture occur, including if any one or more of the following described events has

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occurred and is continuing with respect to the Subordinated Debentures: (i) failure to pay principal or premium, if any, on the Subordinated Debentures, whether at the maturity date, upon redemption, by acceleration or otherwise; or (ii) certain events of bankruptcy, insolvency or reorganization of the Company under bankruptcy or insolvency laws. Subject to the senior indebtedness postponement provisions, if an Event of Default has occurred and is continuing, the debenture trustee may, in its discretion, and shall, upon the request of holders of not less than 25% in principal amount of the then outstanding Subordinated Debentures, declare the principal of (and premium, if any) and accrued interest on all outstanding Subordinated Debentures to be immediately due and payable.

The Series 2 Debentures are identical in all material respects to the Series 1 Debentures, except that the Series 2 Debentures do not include a company redemption right.

Senior Notes

The 2029 Notes will accrue interest at a rate of 5.158% per year and will mature on February 16, 2029 unless redeemed or repurchased prior to that date. The 2034 Notes will accrue interest at a rate of 5.461% per year and will mature on February 16, 2034 unless redeemed or repurchased prior to that date. Interest will accrue on the Senior Notes from the most recent interest payment date to or for which interest has been paid or duly provided for (or if no interest has been paid or duly provided for, from the issue date of the notes), payable semi-annually in arrears on February 16 and August 16 of each year, beginning on August 16, 2024.

The Senior Notes are not listed on any securities exchange or included in any automated quotation system and are not subject to any sinking fund.

The Company may, subject to compliance with applicable law, at any time purchase Senior Notes in the open market or otherwise.

The Senior Note Indenture contains certain covenants that limit the Company’s ability to incur liens, enter into sale and leaseback transactions and sell or transfer all or substantially all of its assets to another entity.

Each of the Company’s subsidiaries that is a guarantor of indebtedness outstanding under the Company’s revolving credit facility agreement dated as of January 31, 2024 (the “Credit Facility”) has guaranteed each series of Senior Notes. In addition, each of the Company’s subsidiaries that becomes a guarantor of indebtedness outstanding under the Credit Facility will be required to guarantee the Senior Notes on a senior unsecured basis. The guarantors will, jointly and severally, irrevocably and unconditionally guarantee the Company’s obligations under each series of Senior Notes and all obligations under the Senior Note Indenture.

The Senior Notes and the guarantees will be senior unsubordinated obligations of the Company and the guarantors and will rank equally ( pari passu ) with all other senior unsubordinated debt obligations of the Company and the guarantors from time to time outstanding, including the Credit Facility.

The Senior Notes and the guarantees are unsecured obligations of the Company and the guarantors, respectively. Secured indebtedness of the Company and the guarantors will be effectively senior to the Senior Notes and the guarantees to the extent of the value of the assets securing such indebtedness.

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The Senior Notes and the guarantees rank senior in right of payment to all of the existing and future obligations of the Company and guarantors that are expressly subordinated to the Senior Notes, including the Subordinated Debentures.

Prior to January 16, 2029 (one month prior to their maturity date), in the case of the 2029 Notes (the “2029 Par Call Date”) and prior to November 16, 2033 (three months prior to their maturity date), in the case of the 2034 Notes (the “2034 Par Call Date” and together with the 2029 Par Call Date, the “Par Call Dates”), the Company may redeem the Senior Notes of the applicable series at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, such redemption date and the applicable “make-whole” redemption amount calculated as described under the Senior Note Indenture.

On or after the applicable Par Call Date, the Company may redeem the applicable series of Senior Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Senior Notes being redeemed plus accrued and unpaid interest thereon if any, to but excluding, the redemption date.

Subject to certain limitations, the Company will have the right to redeem the Senior Notes in whole, but not in part, at any time, in the event that, due to an amendment to, or change in, tax laws (or the official application, interpretation or administration thereof or assessing practices thereunder), including by judicial decision, it would become obligated to pay additional amounts with respect to the Senior Notes. If the Company redeems the Senior Notes in such circumstances, the redemption price of each Senior Note redeemed will be equal to 100% of the principal amount of such Senior Note plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

If a change of control repurchase event occurs, each holder of the notes of such series will have the right to require the Company to repurchase all or any part of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but excluding, the date of repurchase.

“ change of control repurchase event ” means, with respect to each series of Senior Notes, the occurrence of both a change of control and a ratings event.

“ change of control ” means the occurrence of any of the following: (1) the sale, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or arrangement) of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any person; (2) the adoption of a plan by the Company’s board of directors relating to the Company’s liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger, amalgamation, consolidation or arrangement) the result of which is that any person becomes the beneficial owner, directly or indirectly, of more than 50% of the aggregate of the total voting power of the voting stock of the Company; or (4) subject to certain exceptions, the Company consolidates, amalgamates or arranges with, or merges with or into, any person, or any person consolidates, amalgamates or arranges with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Company or the outstanding voting stock of such other person is converted into or exchanged for cash, securities or other property.

“ ratings event ” means the rating on the Senior Notes of a series is lowered by each of Fitch and S&P (or applicable successor), and such notes are rated below investment grade by each of the rating agencies on any day during the period commencing on the earlier of (a) the first public notice of the occurrence of a change of control or (b) the public announcement by the Company of its intention to

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effect a change of control, and ending 60 days following consummation of such change of control (subject to extension in certain circumstances).

The Company will not be required to repurchase the Senior Notes upon a change of control repurchase event if a third party agrees to repurchase the Senior Notes in the manner, at the times and otherwise in compliance with the requirements for the Company under the Senior Note Indenture and such third party repurchases all Senior Notes properly tendered and not withdrawn by the holders.

Each of the following is an “event of default” under the Senior Note Indenture with respect to a series of Senior Notes:

• 1) default in the payment of any interest on any Senior Note of such series when it becomes due and payable, and the continuance of such default for a period of 30 days or more;

• 2) default in the payment of the principal of or any premium, if any, on any Senior Note of such series when due at its maturity, upon optional redemption, or otherwise;

• 3) failure by the Company to repurchase Senior Notes of such series tendered for repurchase following the occurrence of a change of control repurchase event;

• 4) default in the observance or performance of any other covenant by the Company in the Senior Note Indenture (other than those referred to in (1), (2) or (3) above), which default continues uncured for a period of 60 days or the Company or trustee receives written notice from the holders of not less than 25% in aggregate principal amount of the applicable series of Senior notes then outstanding as provided in the Senior Note Indenture;

• 5) certain events of bankruptcy, insolvency or reorganization with respect to the Company;

• 6) (a) failure by the Company or any guarantor to make any payment at maturity, including any applicable grace period, on any indebtedness of the Company or such guarantor (other than, in the case of the Company, indebtedness of the Company owing to any of its subsidiaries or in the case of the guarantors, indebtedness of such guarantors owing to the Company or any other subsidiary) outstanding in an amount in excess of $50 million and continuance of this failure to pay or (b) a default on any indebtedness of the Company or any guarantor (other than, in the case of the Company, indebtedness of the Company owing to any of its subsidiaries or in the case of the guarantors, indebtedness of such subsidiaries owing to the Company or any other subsidiary), which default results in the acceleration of such indebtedness in an amount in excess of $50 million without such indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above, for a period of 30 days after written notice thereof to the Company by the trustee or to the Company and the trustee by the holders of not less than 25% in aggregate principal amount of the applicable series of Senior Notes then outstanding; provided, however, that if any failure, default or acceleration referred to in clause (a) or (b) above ceases or is cured, waived, rescinded or annulled, then the event of default will be deemed cured; and

• 7) the guarantee of a material subsidiary ceases to be in full force and effect with respect to a series of Senior Notes (except as contemplated by the terms of the Senior Note Indenture) or such guarantor denies or disaffirms in writing its obligations under the Senior Note Indenture or any guarantee, other than by reason of the release of such guarantee in accordance with the terms of the Senior Note Indenture.

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The Senior Note Indenture provides that if an event of default has occurred with respect to the Senior Notes of a series and is continuing, the trustee or the holders of not less than 25% in aggregate principal amount of such series of Senior Notes then outstanding may declare the entire principal amount of all the notes of such series then outstanding to be immediately due and payable.

The Company may amend the Senior Note Indenture in certain circumstances without the consent of the holders of the Senior Notes. Certain other changes to the Senior Note Indenture require the consent of the holders of not less than a majority in principal amount outstanding of the 2029 Senior Notes or the 2034 Senior Notes, in each case affected by the amendments.

Credit Ratings

Fitch Ratings (“Fitch”) has assigned a rating to the Subordinated Debentures of ‘BBB’ and a rating to the Senior Notes of ‘BBB+’. According to Fitch’s website, a credit rating of ‘BBB’ represents good credit quality and indicates that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. The ‘BBB’ rating assigned by Fitch is the 4th highest of Fitch’s 11 rating categories, which range from ‘AAA’ to ‘D’.

Standard & Poor’s Global Ratings, a division of The McGraw-Hill Companies, Inc. (“S&P”) has assigned a rating to the Senior Notes of ‘BBB‘. According to S&P’s website, a credit rating of ‘BBB’ represents adequate capacity to meet financial commitments, but more subject to adverse economic conditions. The modifiers "+" or "-" may be appended to a rating to denote relative standing within the major rating categories. The ‘BBB’ rating assigned by S&P is the 4th highest of S&P’s 12 rating categories, which range from ‘AAA’ to ‘D’.

A credit rating or a stability rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the credit rating organization.

The Company has made customary payments of fees to Fitch and S&P in connection with the abovementioned ratings but has not made any payments to Fitch or S&P in respect of any other service provided to the Company by Fitch or S&P, as applicable, during the last two years.

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MARKET FOR SECURITIES

The Common Shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “CSU”. The monthly price ranges and total monthly trading volumes for the Common Shares on the TSX during the most recently completed fiscal year were as follows:

Month	Share Price (C$ per share)	Share Price (C$ per share)	Total Monthly Volumes (# of Shares)
	High	Low
January 2025	4,866.21	4,073.36	1,209,905
February 2025	5,018.34	4,172.63	891,371
March 2025	5,046.09	4,463.56	1,746,614
April 2025	5,000.00	4,180.84	1,402,979
May 2025	5,332.68	4,550.00	1,270,362
June 2025	5,020.20	4,731.70	965,071
July 2025	5,060.70	4,762.25	892,987
August 2025	4,959.99	4,243.86	1,654,741
September 2025	4,634.98	3,335.01	2,618,037
October 2025	4,110.00	3,403.59	2,530,943
November 2025	3,739.06	3,155.60	2,521,146
December 2025	3,389.63	3,216.76	2,048,209
Total			19,752,365

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The Series 1 Debentures are listed on the TSX under the symbol “CSU.DB”. The monthly price ranges and total monthly trading volumes for the Series 1 Debentures on the TSX during the most recently completed fiscal year were as follows (trading prices include accrued interest):

Month	Series 1 Debenture Price (C$ per $100 of principal)	Series 1 Debenture Price (C$ per $100 of principal)	Total Monthly Volume (per $100 principal amount)
	High	Low
January 2025	119.00	114.00	22,046
February 2025	120.50	116.00	109,085
March 2025	120.25	118.50	77,930
April 2025	120.00	115.00	53,867
May 2025	117.25	115.75	22,844
June 2025	118.00	116.32	38,174
July 2025	121.00	116.74	49,246
August 2025	120.89	117.00	66,016
September 2025	120.00	118.16	41,252
October 2025	120.00	118.76	37,748
November 2025	119.25	113.05	124,125
December 2025	120.00	115.84	36,239
Total			678,572

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Designation of Class	Number of Securities Held in Escrow or Subject to a Contractual Restriction on Transfer	Percentage of Class
Common Shares	128,562	0.61%

Computershare Trust Company of Canada is acting as escrow agent for all of the above securities pursuant to the terms of our employee bonus plan and employee share ownership plan. Generally, one third of the Common Shares acquired pursuant to the plan will be released from escrow on the first business day in January in each of the third, fourth and fifth year after the date of acquisition.

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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following table sets out, for each of our directors and executive officers as of March 28, 2026, the person’s name, municipality of residence, position(s) with CSI, principal occupation and, if a director, the year in which the person became a director. Our directors are elected annually and, unless re-elected, retire from office at the end of the next annual general meeting of shareholders. As of March 28, 2026, our directors and executive officers (as a group) owned, or exerted direction or control over, a total of (i) 1,011,347 Common Shares representing 4.77% of our total outstanding Common Shares, (ii) a total of 1,233,571 of the outstanding subordinate voting shares of Topicus.com Inc., a subsidiary of CSI, representing 1.48% of such subordinate voting shares, (iii) a total of 37,513,627 of the outstanding ordinary units of Topicus Coop, a subsidiary of CSI, representing 28.9% of such outstanding ordinary units, and (iv) a total of 1,909,148 of the outstanding subordinate voting shares of Lumine Group Inc., a subsidiary of CSI, representing 0.74% of such subordinate voting shares

Name and Place of Residence Positions with CSI Principal Occupation LAWRENCE CUNNINGHAM(2).... New York, NY, USA Director and Vice- Chairman of the Board Special Counsel and Emeritus Professor MARK LEONARD ........................... Toronto, Ontario, Canada Director Retired DONNA PARR ................................. Toronto, Ontario, Canada Director President, Crimson Capital ROBERT KITTEL(1) (2)..................... Toronto, Ontario, Canada Director Investor CLAIRE KENNEDY(1).................... Toronto, Ontario, Canada Director Senior Advisor, Bennett Jones LLP LAURIE SCHULTZ(1)..................... Vancouver, British Columbia, Canada Director Consultant BERNARD ANZAROUTH .............. Montreal, Quebec, Canada Chief Investment Officer Chief Investment Officer JAMAL BAKSH…………………… Toronto, Ontario, Canada JEFF BENDER ................................. Ottawa, Ontario, Canada Director, Chief Financial Officer Executive Chairman, Harris Operating Group Chief Financial Officer Executive Chairman, Harris Operating Group JOHN BILLOWITS .......................... Toronto, Ontario, Canada Director and Chairman of the Investor

Director Since Common Shares of CSI Beneficially Held or Over Which Control is Exercised 2023 1,324 1995 391,247(3) 2020 99 2013 1,203 2022 220 2021 369 N/A 148,641 2025 N/A 1,811 33,429 2020 35,961

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Name and Place of Residence Positions with CSI Principal Occupation Board MARK DENNISON ......................... Toronto, Ontario, Canada General Counsel and Secretary General Counsel and Secretary of CSI MARK MILLER ............................... Oakville, Ontario, Canada Director, President and Chief Operating Officer of CSI, Executive Chairman, Volaris Operating Group, Director and Chairman of Lumine Group Inc. President and Chief Operating Officer of CSI and Executive Chairman, Volaris Operating Group BARRY SYMONS ........................... Toronto, Ontario, Canada Chief Executive Officer, Jonas Operating Group Chief Executive Officer, Jonas Operating Group ROBIN VAN POELJE…………....... Blaricum, The Netherlands Chief Executive Officer and Chairman, Topicus.com Inc., Director, Chief Executive Officer, and Chairman, Topicus.com Inc. DAMIAN MCKAY…………....... Templestowe, Australia Chief Executive Officer, Vela Software Group Chief Executive Officer, Vela Software Group ANDREW PASTOR(2)…………....... Toronto, Ontario, Canada Director Partner, EdgePoint BONNIE WILHELM……................... Baltimore, MD, USA Chief Executive Officer, Andromeda Group Chief Executive Officer, Andromeda Group DANIEL ZINMAN…...................... Toronto, Ontario, Canada Chief Executive Officer, Perseus Group Chief Executive Officer, Perseus Group

Director Since Common Shares of CSI Beneficially Held or Over Which Control is Exercised N/A 2,941 2025 254,533 N/A 123,659 N/A - N/A 2,498 2020 108 N/A 2,711 N/A 10,593

_______ (1) Member of Audit Committee.

(2) Member of Compensation, Nominating and Human Resources Committee.

(3) On August 5, 2015, the Company announced that L6 Holdings Inc. (formerly known as 1388369 Ontario Inc.), an Ontario corporation (“L6”) which as of August 5, 2015 owned 1,000,000 Common Shares (representing approximately 4.7% of the issued and outstanding Common Shares of CSI) and which was previously controlled by Mr. Leonard, a Director of the Board, is now controlled exclusively by the adult children of Mr. Leonard.

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Biographies

The following are brief profiles of our executive officers and directors, including a description of each individual’s principal occupation within the past five years.

Lawrence Cunningham — Director and Vice-Chairman of the Board

Mr. Cunningham joined the Board in August 2017. Mr. Cunningham is the Presiding Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware and Professor Emeritus at George Washington University. He has served on numerous public and private boards, including currently as a director of Markel Group (New York Stock Exchange), and is Trustee of the Museum of American Finance. Previous positions include practicing corporate law with Cravath, Swaine & Moore and Mayer Brown; Academic Dean of Boston College Law School; and Director of the Heyman Center on Corporate Governance at Cardozo Law School. In 2018, he received the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD). Prof. Cunningham holds a bachelor’s degree in economics (with honors) from the University of Delaware and a juris doctor (law) degree from Cardozo (magna cum laude).

Mark Leonard — Director

Mr. Leonard founded CSI in 1995. Prior to founding CSI, Mr. Leonard worked in the venture capital business for eleven years. Mr. Leonard holds a BSc. from the University of Guelph, and a MBA from the University of Western Ontario.

Donna Parr – Director

Ms. Parr has significant experience in venture and private equity investing and corporate finance working for Canadian Medical Discoveries Fund, Ontario Municipal Employees Retirement System, Canada Pension Plan, and several other institutional investors. Ms. Parr has served on numerous boards of private companies primarily on behalf of institutional investors and as an Independent Corporate Director, including a term as a director of CSI from 1995 to 2003. Ms. Parr is currently a Managing Partner at Cross-Border Impact Ventures, the President of Crimson Capital and has been with Crimson Capital since 2009. Ms. Parr holds an MBA from York University and Masters and Honours degrees from the University of Toronto in International Relations. Ms. Parr is currently a director of Topicus.com Inc.

Robert Kittel — Director

Mr. Kittel joined the Board in 2013. Since May 2025, Mr. Kittel has been the President of Saranac Capital Inc., a personal investment holding company and a corporate director. Mr. Kittel was the Chief Operating Officer of Westaim Canada Services Corporation from January 2025 to April 2025 and The Westaim Corporation from January 2013 to December 2024. The Westaim Corporation is a publicly traded financial and investment holding company. Previously he was a Partner and Portfolio Manager at Goodwood Inc., an investment management firm that he joined in 2002. From 2000 through 2002, he was Vice President and Analyst of a Canadian-based hedge fund investment firm. From 1997 through 2000, Mr. Kittel was employed by the Cadillac Fairview Corporation, a commercial real estate development company in the investments area. Prior to 1997, Mr. Kittel was a staff accountant at KPMG LLP. Mr. Kittel has served as a director on several public boards, both in Canada and the United States. Mr. Kittel holds a BBA Honours (Gold Medalist) from Wilfrid Laurier University and is a Chartered Professional Accountant and a Chartered Financial Analyst.

Claire Kennedy — Director

Ms. Kennedy joined the Board in 2022. From 2019-2025, Ms. Kennedy was Senior Advisor, Clients & Industries at Bennett Jones LLP, prior to which she was a tax partner of the firm from 2009. Ms. Kennedy received her BASc in Chemical Engineering & Applied Chemistry from the University of

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Toronto in 1989 and her LL.B from Queen’s University in 1994. Called to the bar in Ontario in 1996, Ms. Kennedy was law clerk to the late Honourable Mr. Justice Charles D. Gonthier of the Supreme Court of Canada.Ms. Kennedy currently serves as Chair of the Audit Committee of Alamos Gold Inc. and as a Trustee of the National Gallery of Canada. She served as a director of the Bank of Canada from 2012 to 2025 and was Lead Director from 2018-2025. She is past Chair of the Board at Neo Performance Materials Inc. and past Chair of the University of Toronto’s Governing Council. She is a co-Chair of the University's Defy Gravity campaign and she is a member of the Dean’s Advisory Board at the Rotman School of Management.

Laurie Schultz — Director

Ms. Schultz joined our Board in 2021. Ms. Schultz has over thirty years of experience in the software and technology sectors, including leadership of several multi-million-dollar software businesses spanning the personal finance, small business accounting, SaaS, mid-market ERP, and GRC categories. Ms. Schultz served as the President and CEO of Galvanize from 2011 until it was sold in 2021. Starting in 2004 she held several executive positions at Sage including serving as VP and GM at Sage’s Mid-Market ERP business group from 2007 until 2011. Ms. Schultz was a Senior Manager at KPMG from 1996 until 1999 and was a Senior Manager at Telus Communications from 1989 until 1996. Ms. Schultz is currently a Director of Lumine Group Inc. Ms. Schultz holds a Bachelor of Commerce and an MBA from the University of Alberta.

Bernard Anzarouth — Chief Investment Officer

Mr. Anzarouth joined CSI in 1995. He works closely with our operating groups to identify and pursue opportunities for platform acquisitions and acquisitions in our existing vertical markets on a global basis. Before joining CSI, Mr. Anzarouth was AVP Business Development for Ascom Inc., a Swiss-based technology corporation from 1993 to 1994. Prior to that Mr. Anzarouth held various positions with IBM. Mr. Anzarouth holds a B.Eng. in Electrical/Computer Engineering from McGill University and an MBA from the European Institute of Business Administration (INSEAD).

Jamal Baksh – Director and Chief Financial Officer

Mr. Baksh has been with CSI since 2003 when he joined as Controller of the Jonas Operating Group. Mr. Baksh is currently the Chief Financial Officer of CSI. Prior to assuming this role, he has served in a number of senior executive roles within Jonas and CSI including Vice President of Finance for CSI reporting to the Chief Financial Officer. Mr. Baksh is a Certified Management Accountant and holds an Honours Bachelor of Mathematics degree from the University of Waterloo. Mr. Baksh is also the Chief Financial Officer of Topicus.com Inc.

Jeff Bender — Executive Chairman, Harris Operating Group

Mr. Bender joined CSI in 1999 after spending 7 years at Deloitte LLP. Mr. Bender is the Executive Chairman of Constellation’s Harris Operating Group. Mr. Bender previously was the Chief Executive Officer for the Harris Operating Group and is a member of the Advisory Board. Mr. Bender is a Chartered Professional Accountant and holds a BCom from Carleton University. Mr. Bender also serves on the Board of Directors of Aptean, a privately held vertical market software company.

John Billowits – Director and Chairman of the Board

Mr. Billowits was previously employed by CSI from 2003 until 2020, most recently as the Chief Executive Officer of the Vela Operating Group. Prior to being CEO of the Vela Operating Group, he was the Chief Financial Officer of CSI and was the President of Jonas Club division. Prior to joining CSI, Mr. Billowits held a number of roles with Bain & Company, Dell Computers and PwC. Mr. Billowits is a Chartered Professional Accountant, holds an MBA with Distinction from the London Business School and Honours BBA with Distinction from Wilfrid Laurier University. Mr. Billowits

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also serves on the Board of Directors of Togetherwork, a privately held vertical market software company, HgCapital Trust Plc and Topicus.com Inc.

Mark Dennison — General Counsel and Secretary, CSI

Mr. Dennison joined CSI in 2001, initially working within the Volaris Operating Group and moving to CSI head office in 2007. Prior to joining Constellation, Mr. Dennison worked in the law department at Bombardier Aerospace. Mr. Dennison was called to the Bar of Ontario in 1999. He has received an LL.B. from the University of Toronto and a B.A. from the University of Windsor.

Mark Miller – Director, President and Chief Operating Officer, Constellation Software, Executive Chairman, Volaris Operating Group, Chairman of Lumine Group Inc. Board of Directors Mr. Miller has worked with CSI, Volaris Group and its subsidiaries for more than 30 years. Mr. Miller co-founded Trapeze Group in 1988, which was the first company acquired by CSI in 1995. Since joining Volaris Group, Trapeze Group has expanded on a global scale. The focus of his role at CSI has been on growing and developing exceptional leaders, while continuing to acquire great companies that we buy and hold forever. Mr. Miller also currently serves on the boards of Lumine Group, CSI’s telecom-focused independent division; Modaxo, CSI’s people transportation division; ventureLAB, a technology incubator located within one of Canada’s densest technology clusters and VoxCell BioInnovation, a biotechnology and tissue engineering company focused on advancing drug discovery. Mr. Miller previously served on the boards of Medgate (now known as Cority), a Torontobased market leader in occupational health and industrial hygiene software and Computer Modeling Group, a Calgary-based software technology company with hundreds of oil and gas clients and consulting firms across the world.

Barry Symons — Chief Executive Officer, Jonas Operating Group

Mr. Symons joined CSI in 1997. During his tenure with CSI, Mr. Symons has held various senior financial and operational management positions within CSI and our subsidiaries. In August 2007 Mr. Symons was appointed to the role of Chief Executive Officer of our Jonas Operating Group. Prior to this appointment he was the Chief Financial Officer of CSI from 2004 to 2007. Before joining CSI, Mr. Symons was with a major international accounting firm in varying roles of increasing responsibility. Mr. Symons holds a Chartered Accountancy designation and a BBA (Honours) degree from Wilfrid Laurier University both of which were received with distinction.

Robin Van Poelje — Chairman and Chief Executive Officer, Topicus.com Inc.

Mr. Van Poelje has been with CSI since January 2014 when CSI acquired TSS. From January 2010 to 2020, Mr. Van Poelje had been the Chief Executive Officer of TSS, based in the Netherlands. Mr. Van Poelje is the Chairman and Chief Executive Officer of Topicus.com Inc. Mr. Van Poelje holds a Msc. in Economics from the University of Groningen, the Netherlands and is a post graduate in Marketing and Strategy from École Supérieure de Commerce de Montpellier, France.

Andrew Pastor – Director

Mr. Pastor is currently a Partner at EdgePoint and has been with EdgePoint since 2013. Mr. Pastor was an equity research analyst at Sionna Investment Managers from 2010 to 2012 and previously spent four years at BMO Harris Investment Management. From 2016 to 2020 (prior to his formal appointment to the Board), Mr. Pastor had been engaged as an unpaid Board observer to Constellation’s Board of Directors. Mr. Pastor has a BA from the University of Western Ontario and is a CFA charterholder.

Bonnie Wilhelm — Chief Executive Officer, Andromeda Group

Ms. Wilhelm joined CSI in 2009. Before her appointment to Chief Executive Officer of the Andromeda Group, Ms. Wilhelm was a Perseus Group Vice President and Chief Financial Officer.

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Prior to joining CSI, Ms. Wilhelm held positions with the Sinclair Broadcast Group and Arthur Andersen. Ms. Wilhelm holds a B.A. and MBA from Loyola University Maryland.

Daniel Zinman — Chief Executive Officer, Perseus Group

Mr. Zinman joined CSI in 2005. Before his appointment to Chief Executive Officer of the Perseus Group, Mr. Zinman was a Portfolio Manager at Perseus where he sourced, led and managed several investments. Prior to joining CSI, Mr. Zinman held positions in consulting with Bain & Company, Private Equity with Kilmer Capital Partners, and Business Development with Somerset Entertainment. Mr. Zinman holds a B.A. (honours) from McGill University and MBA from the Rotman School of Management at the University of Toronto.

Damian McKay, Chief Executive Officer, Vela Software Group

Mr. McKay is currently the CEO of Vela Software. Mr. McKay has been with CSI since 2015 when he joined with CSI’s acquisition of Datamine where he was the CEO. Prior to joining CSI, Mr. McKay held a number of roles with GE and two electric utilities. Mr. McKay holds a Bachelor of Business from RMIT and Graduate Diploma in Applied Finance & Investment from the Securities Institute of Australia.

Committees of the Board

The Board of Directors has an audit committee and a compensation, nominating and human resources committee.

Audit Committee

The audit committee assists the Board in fulfilling its responsibilities for oversight and supervision of financial and accounting matters. The committee supervises the adequacy of internal accounting controls and financial reporting practices and procedures and the quality and integrity of audited and unaudited financial statements, which includes discussions with external auditors. The committee monitors the management of financial risk throughout our organization.

Audit Committee Charter

Our audit committee operates under a written charter that sets out its responsibilities and composition requirements. A copy of this charter is attached as Appendix “A” to this Annual Information Form.

Relevant Education and Experience

All members of the audit committee meet the independence criteria set out in National Instrument 52-110 – Audit Committees (“NI 52-110”). The following sets out the relevant education and experience of each director relevant to the performance of his duties as a member of the audit committee:

Mr. Kittel was the Chief Operating Officer of Westaim Canada Services Corporation. He also served as a director on several public boards, both in Canada and the United States. Mr. Kittel holds a BBA Honours (Gold Medalist) from Wilfrid Laurier University and is a Chartered Professional Accountant and a Chartered Financial Analyst.

Ms. Schultz has over thirty years of experience in the software and technology sectors, including leadership of several multi-million-dollar software businesses spanning the personal finance and small business accounting categories, among others. Ms. Schultz previously served as the President

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and CEO of Galvanize and, a Senior Manager of KPMG. Ms. Schultz holds a Bachelor of Commerce and an MBA from the University of Alberta.

Ms. Kennedy was a Senior Advisor, Clients & Industries at Bennett Jones LLP, a role she held from 2019 to 2025, prior to which she was a partner of the firm from 2009. Ms. Kennedy currently serves as Chair of the Audit Committee of Alamos Gold Inc. and as a Trustee of the National Gallery of Canada.

Based on the above information provided by each director, we believe that all members of the audit committee are “financially literate” as that term is defined in NI 52-110.

Pre-Approval Policies and Procedures

The audit committee reviews and approves all audit and non-audit services performed by our auditors in advance of services being performed.

Auditor Fee Disclosure

The following table sets forth the fees billed or accrued for various services provided by KPMG LLP and its affiliates to the Company during the Company’s last two fiscal years:

Services	Fees Accrued During the Year Ended (US$)	Fees Accrued During the Year Ended (US$)
	December 31, 2025	December 31, 2024
Audit Fees Statutory Audit Fees Audit-Related Fees Tax Compliance Fees Other Tax Fees All Other Fees	2,912,205 9,363,925 614,887 5,685,615 39,852 324,560	2,907,481 7,014,604 936,835 5,038,075 43,351 133,116
Total	18,941,044	16,073,462

Audit Fees relate to professional services rendered for audits of the Company’s annual consolidated financial statements, and reviews of our interim consolidated financial statements for the first three quarters of the year. Statutory Audit Fees relate to statutory and stand-alone audits of certain of our subsidiaries. Audit-Related Fees relate to certification/attestation services and agreed upon procedures. Tax Compliance Fees relate principally to fees associated with assistance in respect of tax compliance requirements in various jurisdictions and investment (research and development) tax credit filings. Other Tax Fees relate to tax due diligence and tax structuring advisory services in support of mergers and acquisitions, divestiture and financing transactions. The Company regularly solicits bids from multiple service providers for tax compliance work and other tax services, and makes decisions based on factors such as expertise, capabilities and price. The time and effort required by service providers to understand the multitude of businesses owned by the Company is fairly extensive, thus developing long term relationships results in process efficiencies. All Other Fees primarily relate to compilation of financial statements and readiness assessments for SOC attestations, and assistance with preparation and language translation of statutory and/or stand-alone financial statements of certain of our subsidiaries. The amounts indicated above are exclusive of related taxes.

Compensation, Nominating and Human Resources Committee (“CNHR”)

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The CNHR committee ensures that we have a high caliber executive management team in place and a total compensation plan that is competitive, motivating and rewarding for participants. The committee also advises the Board in filling vacancies on the Board. The committee reviews and makes recommendations to the Board regarding the appointment of executive officers, and the establishment of, and any material changes to, executive compensation programs, including that of the President. This committee also reviews management succession plans and is responsible for overseeing employee compensation. A copy of the CNHR committee’s charter is attached to the Company’s most recently filed Management Information Circular.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as disclosed above under the heading “General Development of the Business – Acquisitions”, in the last three years, there were no material transactions in which any director, executive officer or person that beneficially owns or controls or directs more than 10% of the Common Shares or any affiliate thereof had an interest.

LEGAL PROCEEDINGS

We and our subsidiaries are engaged in legal proceedings from time to time, arising in the ordinary course of business. None of these actions, individually or in the aggregate, are expected to have a material adverse effect on our consolidated financial position or results of operations.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal transfer office in Toronto, Ontario.

INTERESTS OF EXPERTS

Names of Experts

The consolidated financial statements of the Company for the years ended December 31, 2025 and 2024 have been audited by KPMG LLP.

Interests of Experts

KPMG LLP are the external auditors of the Company and have confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

CONFLICTS OF INTEREST

From time to time, the Company may invest in shares or other securities of publicly traded companies in which certain of our executive officers or directors may also own securities. While the Company is acquiring and holding securities of any such issuer, the Company’s executive officers and directors are prohibited from acquiring or selling securities of such issuer.

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ADDITIONAL INFORMATION

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, where applicable, are contained in our Management Information Circular for our most recent annual meeting of shareholders that involved the election of directors, and additional financial information is provided in the Company’s comparative financial statements and management discussion and analysis for our most recently completed financial year.

Additional information about the Company is available on SEDAR+ at www.sedarplus.com.

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APPENDIX A

CONSTELLATION SOFTWARE INC.

AUDIT COMMITTEE MANDATE

Responsibilities

Reporting to the Board of Directors, the Audit Committee shall be responsible for assisting in the Board of Directors’ oversight of the reliability and integrity of the accounting principles and practices, financial statements and other financial reporting, and disclosure practices followed by management of the Corporation and its subsidiaries. The Audit Committee shall also have oversight responsibility for

• (i) the qualifications, independence and performance of the independent auditors ,

• (ii) the establishment by management of an adequate system of internal controls and

• (iii) the preparation by management of quarterly and annual financial statements and

• (iv) the maintenance by management of practices and processes to assure compliance with applicable laws .

Composition

The Committee shall be composed of not less than three Directors of the Corporation, all of whom are not officers or employees of the Corporation or any of its affiliates. Each member of the Committee shall be financially literate[1] or must become financially literate within a reasonable period of time after his or her appointment to the Committee.

Meetings

The committee shall meet in regular sessions at least four times each year; to review and recommend to the board approval of the financial statements for the first three quarters as well as the annual financial statements. Special meetings of the Committee may be called by the Chairman of the Board, any member of the Committee, or by the independent auditors. The independent auditors shall receive notice of every meeting of the Committee and the independent auditors are entitled to attend and participate in such meetings. Minutes of Committee meetings shall be prepared and be made available to the Board of Directors.

Nomination of Independent Auditors

The Board of Directors, after consideration of the recommendation of the Committee, shall nominate the independent auditors for appointment by the shareholders of the Corporation in accordance with applicable law. The independent auditors are ultimately accountable to the Committee and the Board of Directors as representatives of shareholders.

Specific Oversight Duties

In carrying out its responsibilities, the Committee shall have the following specific oversight duties:

I) INDEPENDENT AUDITORS

• a) review, at least annually, the performance of the independent auditors, and annually recommend to the Board of Directors, for approval by the shareholders, the appointment of the independent auditors of the Corporation in accordance with the Act;

1 “Financially literate” shall mean that the Director is able to critically read and understand a balance sheet, an income statement, a cash flow statement and the notes attached thereto.

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• b) engage in an active dialogue with the independent auditors on their independence from the Corporation, and where it is determined that independence no longer exists recommend that the Board of Directors take appropriate action;

• c) review and recommend to the Board of Directors for approval the terms of any annual audit engagement of the independent auditors, including the appropriateness of the proposed audit fees with respect to the engagement of the independent auditors for any audit related services;

• d) approve any non-audit services to be provided by the firm of the independent auditors;

• e) review and approve annually the overall scope of the independent auditors’ annual audit plan;

II) INTERNAL CONTROLS

• f) periodically review the status and findings of the independent auditors’ audit plan and the adequacy of internal controls established by management and, where appropriate, make recommendations or reports thereon to the Board of Directors;

• g) understand the scope of internal and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses;

• h) annually, and at any time in response to a specific request by management or the independent auditors, meet separately with the relevant parties with respect to such matters as the effectiveness of the system of internal controls established by management, the adequacy of the financial reporting process, the quality and integrity of the financial statements, the evaluation of the performance of the independent auditor and any other matter that may be appropriate;

III) FINANCIAL STATEMENTS

• i) review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements;

• j) review the quarterly and annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting principles;

• k) review significant changes in the accounting principles to be observed in the preparation of the accounts of the Corporation and its subsidiaries, or in their application, and in financial statement presentation;

• l) review and, following discussion with the independent auditors (following their review of the financial statements) and management, recommend to the Board of Directors, approval of unaudited quarterly and audited annual consolidated financial statements of the Corporation;

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IV) COMPLIANCE WITH APPLICABLE LAWS

• m) review and monitor practices and procedures adopted by management to assure compliance with applicable laws, and, where appropriate, make recommendations or reports thereon to the Board of Directors;

Specific Issue Examinations

In discharging its duties and responsibilities, the Committee may direct that the independent auditors examine or consider a specific matter or area and report to the Committee on the findings of such examination. The Committee may direct the independent auditors or other party to perform supplemental reviews or audits as the Committee deems desirable.

Authority

The audit committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:

• Retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation

• Seek any information it requires from employees – all of whom are directed to cooperate with the committee’s request – or external parties

• Meet with company officers, external auditors or outside counsel as necessary

Mandate Review

The Committee shall review and assess the adequacy of the Committee mandate annually, and recommend any proposed changes to the Board of Directors for approval.

Limitation of Responsibilities

While the Committee has the responsibilities and powers set forth in this mandate, it is not the duty of the Committee to plan or conduct audits, to determine that the Corporation’s financial statements are complete and accurate and are in accordance with International Financial Reporting Standards, or to design or implement an effective system of internal controls. Such matters are the responsibility of management and the independent auditors, as the case may be. Nor is it the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to assure compliance with applicable accounting standards, laws and regulations.

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