🧾 What This Document Is

This is a Proxy Statement for Bentley Systems. It’s like an "invitation and instruction manual" for the company’s annual shareholder meeting. Its job is to tell shareholders what issues they’ll be voting on, give them the info to make informed decisions, and explain how the company is governed. This isn’t about quarterly earnings; it’s about the rules of ownership and control.

📅 Meeting & Voting Details

When & Where: The Annual Meeting is virtual on Thursday, May 21, 2026, at 11:00 a.m. Eastern Time. You can attend and vote online at: www.meetnow.global/BSY2026. Record Date: You can vote if you owned shares as of the close of business on March 31, 2026. 👉 How to Vote: You have three easy ways to vote your shares before the meeting:

1. Internet: Go to www.envisionreports.com/BSY
2. Phone: Dial 1-800-652-VOTE (8683)
3. Mail: Sign and return the enclosed proxy card. Your vote is your voice as an owner, so the company strongly encourages you to use one of these methods.

🗳️ What You're Voting On

There are three main proposals. The Board recommends voting FOR all of them.

1. Election of Directors: You’re voting to elect eight people to the Board. This is a "plurality vote," meaning the nominees with the most votes win, even if not a majority.
2. Executive Compensation ("Say-on-Pay"): An advisory, non-binding vote to approve the pay of the top executives. This is your chance to signal approval or disapproval of how they're compensated.
3. Ratify the Auditor: Vote to approve KPMG LLP as the company’s independent accounting firm for 2026.

🏢 How the Company is Controlled

This is crucial to understand. Bentley Systems is a "controlled company." 👉 In simple terms: The founding Bentley family (five brothers and their family trusts) collectively owns a massive block of voting power—about 52% of the voting stock. Because of this, they have significant control over the company's direction, including electing the Board. What this means: The company is exempt from some typical stock exchange rules, like requiring a majority of the Board to be independent. However, they have voluntarily set up committees (like the Sustainability and Nominating Committees) made up entirely of independent directors.

👥 The Board & Key People

• The Slate: All 8 nominees for the Board are listed, including the five Bentley brothers, the CEO (Nicholas Cumins), and three independent directors.
• Leadership Structure: Gregory S. Bentley is the Executive Chairperson and President. Nicholas H. Cumins is the CEO. The roles are split, with Janet B. Haugen serving as the Lead Independent Director.
• Executive Team: The filing lists other key officers: Werner Andre (CFO), Brock Ballard (Chief Revenue Officer), James K. Lee (COO), Julien Moutte (CTO), and David Shaman (Chief Legal Officer).

⚖️ Governance & Executive Pay Highlights

• Committees: The Board has three key committees:
  • Audit Committee: Oversees financial reporting and auditors.
  • Sustainability Committee: Oversees executive pay, ESG, and governance.
  • Nominating Committee: Finds and recommends director candidates.
• Compensation Philosophy: Executive pay is designed to align with performance. A large portion is "at-risk," meaning it’s tied to company performance through annual bonuses and long-term stock awards.
• Ownership Guidelines: Executives and directors are required to own a significant amount of company stock to ensure their interests are aligned with yours. For example, the CEO must own stock worth 5x his salary.
• Clawback Policy: The company can reclaim bonuses or other incentive pay from executives if there is an accounting restatement.

🌍 Why This Matters & What’s Next

Why it matters: This filing reveals the power structure and accountability mechanisms of the company. The Bentley family's control is the single most important dynamic. Your vote on director elections and "say-on-pay" is one of the few ways to exercise influence as a minority shareholder. What's Next: The annual meeting on May 21st will formalize these votes. The results, especially on the advisory compensation vote, will be reported afterward and could influence future pay practices.

🧠 The Analogy

Owning a share of Bentley Systems is like being a member of a country club where one founding family owns the controlling membership. You get a vote on the club's rules (directors) and the manager's bonus (compensation), but the founding family has the final say on almost everything. This document is your annual briefing on the club's finances, leadership, and what you're being asked to approve.

🧩 Final Takeaway

This proxy statement outlines a company with a strong, entrenched founding family in control. While you are being asked to vote on directors and pay, remember that the Bentley family's majority voting power is the dominant force. The key takeaways are the virtual meeting logistics, the three proposals, and the clear understanding that this is a family-controlled business.