CSG SYSTEMS INTERNATIONAL INC (CSGS): M&A transaction — NEC completes $80.70/sh all-cash acquisition of CSG Systems; CSG now wholly owned by NEC

“Indenture”), by and between CSG and the Convertible Notes Trustee, governing CSG’s 3.875% Convertible Senior Notes due 2028 (the “Convertible Notes”), of which approximately $425.0 million aggregate principal amount was outstanding on May 14, 2026. The Supplemental Indenture provides that at or after the consummation of the Merger, each holder of outstanding

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.

In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

Brian Shepherd ceased to serve in his role as President and Chief Executive Officer of the Surviving Corporation, and Sylvain Seignour became the President of the Surviving Corporation.

The sole director of Merger Sub at the Effective Time was Masakazu Yamashina.

In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated.

Brian Shepherd ceased to serve in his role as President and Chief Executive Officer of the Surviving Corporation, and Sylvain Seignour became the President of the Surviving Corporation.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG.

In connection with the closing of the Merger, CSG’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and CSG’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).

In connection with the closing of the Merger, CSG’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and CSG’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).

provides that at or after the consummation of the Merger, each holder of outstanding Convertible Notes (a “Holder”) has the right to convert its Convertible Notes solely into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible in accordance with the applicable

on May 14, 2026, all outstanding indebtedness and other amounts outstanding and owed under that certain Credit Agreement (the “Existing Credit Agreement”), dated as of March 14, 2025, by and among CSG, as borrower, its subsidiary guarantors party thereto, Royal Bank of Canada, as administrative agent, collateral agent, swingline lender and an issuing bank (“RBC”), Citizens Bank, N.A. and PNC Bank, National Association, as co-documentation agents, the lenders party thereto and the other issuing banks party thereto, was repaid in full and all commitments thereunder were terminated