Technology One to Acquire 1.4 Million Shares via Employee Trust for Omnibus Incentive Plan Tranche 2

Technology One’s SaaS+ Platform and Market Leadership

Technology One stands as Australia’s largest enterprise software company, serving over 1,300 leading corporations, government bodies, local councils, and universities worldwide. Its core product is a SaaS+ (Solution as a Service) platform, delivering an all-encompassing, industry-specific ERP solution that integrates implementation, support, and upgrades within a single accountability framework. This unique "Power of One" approach differentiates Technology One as a comprehensive end-to-end solution provider rather than a traditional software vendor.

With over 38 years of experience, Technology One is a trusted partner in digital transformation and enterprise modernization. Headquartered in Brisbane at 540 Wickham Street, Fortitude Valley, Queensland, the company has expanded globally across Australia, New Zealand, the South Pacific, Asia, the UK, and Europe. As an ASX top 50 entity, Technology One holds a significant position in the Australian technology sector, recognized by institutional investors and comparable in scale to other leading tech firms.

Details of the 1.4 Million Share Acquisition Structure

The Employee Share Trust, managed by Pacific Custodians Pty Limited as trustee, will acquire 1.4 million fully paid ordinary shares of TNE on-market. This acquisition is intended to fulfill future vesting and granting obligations under the Omnibus Incentive Plan (Tranche 2). Conducting the purchase on-market ensures transparency through standard ASX trading and avoids dilution from new share issuance.

Share purchases will commence no sooner than three business days after the announcement date, allowing for appropriate market notification and regulatory compliance. The purchase price will be capped at no more than 5% above the volume weighted average share price, ensuring disciplined pricing that protects shareholder interests.

Regulatory Compliance and Market Conduct Assurance

The share acquisition adheres strictly to Division 2, Part 7.10 of the Corporations Act 2001 (Cth), which prohibits market misconduct and manipulation. This compliance underscores Technology One’s commitment to maintaining market integrity and following best governance practices expected of ASX-listed companies.

Additionally, the company will comply with its Share Trading Policy, which governs trade timing, blackout periods, and disclosure obligations. ASX will be notified before trading begins, after a decision to cease buying, and upon completion of the purchase, ensuring continuous market transparency and enabling real-time monitoring by ASX surveillance teams.

Employee Share Plans and Incentive Alignment

The Omnibus Incentive Plan (Tranche 2) exemplifies a structured equity-based remuneration strategy common among ASX-listed companies aiming to align employee interests with shareholder value. Such plans enhance employee retention, link compensation to company performance, and foster a cultural connection to organizational success. Utilizing on-market share purchases avoids immediate dilution while enabling meaningful employee equity participation.

The dedicated Employee Share Trust holding shares pending vesting provides clear governance by segregating employee plan shares from general capital. The 1.4 million shares allocated to Tranche 2 represent a significant, well-defined commitment to employee equity budgeting rather than an open-ended arrangement.

Global Operations and Talent Retention Strategy

Operating across six regions—Australia, New Zealand, the South Pacific, Asia, the UK, and Europe—Technology One competes in a highly skilled talent market. To attract and retain software engineers, implementation specialists, product managers, and support staff, the company offers competitive employment packages including equity incentives. Employee share schemes are vital in enhancing total remuneration and promoting long-term retention beyond base salaries and bonuses.

Competing with both domestic and international technology firms, Technology One’s Omnibus Incentive Plan underscores its status as a modern employer with advanced compensation structures. The 1.4 million share allocation reflects a meaningful investment in aligning and retaining talent globally.

Customer Base and Revenue Model Insights

Serving over 1,300 customers worldwide—including corporations, government agencies, local councils, and universities—Technology One’s industry-specific ERP solutions cater to diverse regulatory and operational needs. The SaaS+ model drives significant recurring revenue through maintenance, support, and subscriptions, complemented by implementation and professional services.

This subscription-based revenue model fosters a focus on customer success, retention, and product quality. Employee share plans vesting over multiple years reinforce a long-term customer-centric mindset, aligning employee incentives with sustained revenue growth and customer lifetime value.

Industry Trends: Enterprise Software and Digital Transformation

The enterprise software and ERP sector remains robust, fueled by ongoing digital transformation initiatives across industries. Organizations seek modernization of legacy systems, operational efficiency, enhanced analytics, and compliance with evolving regulations. This structural demand benefits vendors like Technology One that offer comprehensive, cloud-based solutions with accountable implementation.

The SaaS+ delivery model, integrating implementation, support, and upgrades under unified accountability, marks an evolution from traditional perpetual licensing. Customers increasingly prefer predictable costs and vendor accountability, positioning Technology One favorably within this industry shift toward bundled, outcome-focused software solutions.

Long-Term Value Creation and Shareholder Alignment

The on-market share acquisition for the Employee Share Trust fosters long-term value creation benefiting all shareholders. Employee equity stakes vesting over multiple years align workforce interests with sustainable revenue growth, customer satisfaction, operational efficiency, and prudent capital management, reducing agency costs and promoting long-term business health.

Choosing on-market purchases over new share issuance protects existing shareholders by supporting share price and avoiding immediate dilution of earnings per share or voting rights. Although the company has not disclosed total shares on issue or dilution percentage from Tranche 2, the disciplined acquisition capped at 5% above volume weighted average price reflects prudent capital management.

Governance and Transparency in Share Acquisition Process

Technology One’s share acquisition process includes robust governance and transparency measures to ensure proper execution and ASX oversight. Notifications to ASX before trading starts, after cessation decisions, and upon completion provide the exchange and market participants with clear, timely information on purchase volumes, timing, and pricing.

These protocols comply with ASX Listing Rules and market conduct standards. Adherence to the Company’s Share Trading Policy—covering blackout periods, volume limits, and senior management approvals—further reinforces governance. Investors can be confident that the share acquisition will be conducted professionally and in full regulatory compliance.