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DICKER DATA LIMITED Board/Management Information 2026

Apr 22, 2026

64763_rns_2026-04-22_2edeaaf3-3c1c-4b92-adb6-f7b6fee235a1.pdf

Board/Management Information

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23 April 2026

Executive Update

SYDNEY, AUSTRALIA – 23 April 2026: Dicker Data ( ASX: DDR ) ( Company ) is pleased to announce refinements to the ExecuHve arrangements for the Company's senior management team. These changes have been made following a review conducted by the People and Culture CommiSee in conjuncHon with external market-based feedback and are designed to secure the conHnued alignment with the Company’s growth prospects and economic management. The refinements apply to FY26, effecHve from 1 January 2026, following Board approval.

The changes relate to

  • Fiona Brown, Chair and Managing Director;

Background

Appointment of Managing Director

In May 2025, the Company's then execuHve Chairman, CEO and Managing Director, David Dicker resigned. Since that date Fiona Brown had seamlessly taken on the ExecuHve Chair role, providing hands-on leadership to the other key execuHves Vladimir Mitnovetski, Mary Stojcevski and Ian Welch (the Exis>ng Execu>ve Directors ). The Board believes it is now the right Hme to recognise her increased responsibiliHes and has formally resolved to appoint Fiona to the role of Managing Director. As Managing Director Fiona is responsible for the development and execuHon of strategy to ensure Dicker Data’s sustainable growth including secng long term strategic direcHon of the business and providing oversight and direcHon to the execuHve team. The role includes ensuring effecHve financial allocaHon and risk management, building and maintaining strong leadership, culture and succession, allocaHng resources, and leading major growth iniHaHves such as acquisiHons or transformaHons. As part of this change the Board has introduced a long-term incenHve ( LTI ) for Fiona that is aligned to the LTI of the other execuHves. Fiona will not parHcipate in the Short-Term IncenHve ( STI ). The Board confirms that on taking on the role of Managing Director, Fiona Brown will remain ExecuHve Chair, however the Board will consider whether addiHonal Corporate Governance arrangements are more appropriate in due course.

Introduc>on of Deferral to Exis>ng Execu>ve Directors' Short-Term Incen>ves

From FY26, a deferral component will be introduced to the ExisHng ExecuHve Directors’ STI. Thirty percent of the STI outcome will be deferred into Share Rights to fully paid ordinary shares with half vesHng afer 1 year and half vesHng afer 2 years from grant date.

PH: 1800 688 586 https://www.dickerdata.com.au

Experience is the difference

The adjustments are conHngent on a voluntary amendment to each ExisHng ExecuHve Directors’ employment agreement, which has been agreed to by each ExisHng ExecuHve Director.

The deferred STI will be subject to malus provisions, providing greater accountability and stronger governance.

ASX LisHng Rule 10.14 requires shareholder approval for the issue of equity securiHes to any director under an employee incenHve scheme. The Company may source the shares allocated on vesHng of any Performance Rights and Share Rights through on-market purchases for which approval is not required under LisHng Rule 10.14. Nevertheless, the Board’s pracHce is to seek approval in the interests of transparency and good corporate governance, and to preserve the flexibility for the Company to issue shares in the event it is not in the company’s best interests to purchase shares on market at the relevant Hmes.

If shareholder approval is obtained, the Company will proceed with the grant of Performance Rights to Ms Fiona Brown, Mr Vlad Mitnovetski, Ms Mary Stojcevski and Mr Ian Welch in respect of the LTI.

If shareholder approval is obtained, the grant of Share Rights to Mr Vladimir Mitnovetski, Ms Mary Stojcevski and Mr Ian Welch following determinaHon of their FY26 STI outcome will also proceed.

If shareholder approval is not obtained, the Board will consider seSling the long-term incenHve and deferred porHon of the short-term incenHve in cash, purchasing shares on market, or providing superannuaHon contribuHons of equivalent value.

Further Details

In accordance with ASX LisHng Rule 3.16.4 the Company sets out the following adjustments to the remuneraHon package of the Company's ExecuHve Directors:

The remuneraHon package for Ms Fiona Brown is comprised of the following components:

  • Base Salary: $695,000

  • SuperannuaHon: SG rate (currently 12%) of base salary up to the maximum SGC annual contribuHon (currently $30,000)

  • LTI: maximum opportunity of 130% base salary

The remuneraHon package for Mr Vladimir Mitnovetski is comprised of the following components:

  • Minimum Variable Pay (MVP): $600,000[1]

  • annual contribuHon (currently $30,000)

  • and half vesHng in 2 years)

  • LTI: maximum opportunity of 130% of MVP

1 The remuneraon payable to Mr Mitnovetski is a performance-based salary of the higher amount of either: (i) $50,000 per month; or (ii) 4% of net operang profit before tax in the quarter.

Experience is the difference

The remuneraHon package for Ms Mary Stojcevski is comprised of the following components:

  • Base salary: $250,000

  • SGC annual contribuHon (currently $30,000)

  • and half vesHng in 2 years)

  • LTI: maximum opportunity of 130% of base salary

The remuneraHon package for Mr Ian Welch is comprised of the following components:

  • Base salary: $250,000

  • SGC annual contribuHon (currently $30,000)

  • and half vesHng in 2 years)

  • LTI: maximum opportunity of 130% of base salary

margin gateway of 2.5%.

For further informaHon please contact:

Investor Rela>ons

Mary Stojcevski, ExecuHve Director and CFO Sam Wells (NWR CommunicaHon)

E: [email protected] E: [email protected]

P: 1800 688 586 P: +61 427 630 152

Authorised by the Board of Dicker Data Limited.

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Fiona Brown

Chair and Managing Director

Experience is the difference

About Dicker Data

Dicker Data (ASX: DDR) is an Australian-owned and operated, ASX-listed technology hardware, sofware, and cloud distributor in business since 1978. Our sales and presales teams are experienced product specialists who are dedicated to helping our partners tailor soluHons to suit their client’s needs.

As a distributor, we sell exclusively to our valued partner base. We pride ourselves on developing strong long-term relaHonships with our customers and helping them grow. This customer-first approach means we are proacHve in engaging with our resellers and allows us to dynamically shif with changing market condiHons, in turn helping to increase profitability.

Dicker Data distributes a wide porqolio of products from the world’s leading technology vendors, including Cisco, Citrix, Dell Technologies, HewleS Packard Enterprise, HP, Lenovo, Microsof, and other Tier 1 global brands. As the leading Australian distributor for many of these vendors, Dicker Data is dedicated to helping our partners deliver industry-leading soluHons built on the world’s best technologies. hSps://www.dickerdata.com.au/

Experience is the difference