Altisource Portfolio Solutions SA

This proposal asks shareholders to approve both the unconsolidated Luxembourg Annual Accounts and the consolidated IFRS financial statements for 2025, as required under Luxembourg company law and the Company’s governance processes. Management seeks ratification because Luxembourg law requires shareholders to approve the statutory accounts before the Company can file them with the trade registry, and the Board has reviewed and recommended the financial statements following Audit Committee processes. Approving these accounts formalizes recognition of the Company’s reported assets and results (the Luxembourg Annual Accounts reflect total assets of $142.8 million and a profit of $41.1 million; consolidated accounts reflect net profit of $25.0 million and a consolidated deficit position referenced elsewhere) and permits regulatory filing and related disclosures. For shareholders evaluating governance and financial transparency, the vote signals acceptance of management’s accounting and reporting judgments for the fiscal year, including treatment of subsidiary profits and any reconciling items between Luxembourg GAAP and IFRS. The Board recommends a vote FOR, noting that the Audit Committee has reviewed the audit work and recommended inclusion of the audited consolidated financial statements in the Form 10-K. Key risk considerations include the differences between Luxembourg statutory reporting and IFRS consolidation, the recent recapitalization events (debt exchange and warrant issuance) that materially altered capital structure, and the impact of those transactions on reported equity and liquidity metrics. A vote against would prevent the Company from filing the statutory accounts and could raise governance questions, but such opposition would not itself alter the underlying economic facts; it would, however, likely create administrative and regulatory complications for the Company. Overall, the proposal is procedural but consequential for statutory compliance and should be assessed in the context of the audited financial statements and disclosures about the Debt Exchange Transaction, the Super Senior Facility, Stakeholder Warrants, and the Share Consolidation referenced elsewhere in the proxy materials.

This proposal requests shareholder acknowledgment and approval of the Directors’ report that accompanies the Luxembourg statutory accounts and the supervisory auditor’s report required under Luxembourg law. The Directors’ report explains management’s view of company performance, material events and proposed allocations, while the supervisory auditor’s report confirms that the Luxembourg Annual Accounts agree with accounting records and documents. Management is seeking approval to satisfy legal requirements and to enable subsequent filing of these documents with the Luxembourg trade registry; the Board recommends FOR for compliance and transparency reasons. For investors, the Directors’ report provides narrative context for the 2025 results — including the company’s recapitalization transactions, the Debt Exchange Transaction, the issuance of Stakeholder Warrants, the Share Consolidation, and tax items noted in 2025 — and is a primary source for understanding management’s assessment of operations and risks. The supervisory auditor’s report provides procedural assurance that the statutory accounts reconcile to underlying records, but shareholders should also evaluate the scope and qualifications (if any) in the auditor’s commentary. A vote against would impede formal acceptance of the Directors’ report and could create filing and governance complications but would not itself change reported results. In assessing this proposal, sophisticated investors should weigh the completeness and frankness of disclosures in the Directors’ report and auditor statements, particularly given the recent capital structure changes and related one-time management awards described in the proxy. The recommendation to approve recognizes the Board’s role in oversight and the Audit Committee’s review of the audit work supporting these reports.

This proposal asks shareholders to approve how the Company will allocate the net income reported in the unconsolidated Luxembourg Annual Accounts for 2025. Under Luxembourg law, shareholders must approve allocation of results; the Board is proposing to apply the $41.1 million income to reduce profit brought forward, which is a conservative and straightforward internal allocation that does not distribute cash. The request should be evaluated in light of the Company’s consolidated position, liquidity needs, and recent recapitalization steps (including debt exchange, super senior facility and Stakeholder Warrants) that materially affected equity and cash balances. Allocating income to reduce profit brought forward maintains retained amounts within the company and preserves flexibility for liquidity management and regulatory filings under Luxembourg rules. The Board recommends FOR because the allocation aligns statutory accounting presentation with corporate policy and does not create immediate cash obligations or distributions to shareholders. From a governance standpoint, shareholders should confirm that the allocation is consistent with the Directors’ report, that any legal reserve requirements are observed, and that no conflicting creditor or contractual obligations are triggered by the allocation. Rejecting the allocation could complicate statutory filings or require the Board to propose an alternative allocation, but would not change the economic results — it would, however, signal shareholder discontent with management’s proposed use of retained earnings. Overall, this is a routine statutory allocation vote but meaningful for compliance and internal accounting; it should be seen in the broader context of the Company’s post-recapitalization capital structure and cash position.

This Luxembourg-law discharge proposal asks shareholders to release the directors and the supervisory auditor from liability for the exercise of their mandates during the 2025 fiscal year, subject to statutory exceptions. Management seeks this ratification as a standard corporate governance and legal protection mechanism: if granted, discharge limits the ability of shareholders to bring claims against directors or the supervisory auditor relating to actions taken during the covered period, except in specified cases such as fraud or matters reserved by statute. The Board recommends FOR because it believes the directors and supervisory auditor properly executed their duties and because the Audit Committee reviewed relevant matters and identified no instances requiring exception under Article 461-7 of Luxembourg Company Law. Voting to withhold discharge is a rare but legitimate governance tool for shareholders to express concern about management conduct, accounting, or oversight — particularly relevant where material transactions (the Debt Exchange Transaction, share issuance, warrant distribution, or one-time management equity grants) occurred in 2025. Shareholders assessing this proposal should consider the transparency of disclosures, the audit opinion and supervisory auditor’s reports, the Board’s conflict protocols (including disclosed abstentions by the CEO on certain votes), and whether any material undisclosed liabilities or wrongdoing exist. A decision to grant discharge is largely procedural when oversight and disclosures are robust; denying discharge signals significant shareholder dissatisfaction and can lead to follow-up actions or investigations. Overall, the Board’s recommendation reflects confidence in the conduct of the directors and the supervisory auditor during a year of material corporate restructuring.

The Say-on-Pay proposal is an advisory vote asking shareholders to approve the Company’s 2025 executive compensation program as described in detail in the proxy, including base salaries, scorecard-driven annual incentives, and one-time RSU awards made in connection with the Debt Exchange Transaction. Management seeks shareholder endorsement to validate compensation design choices, in particular the Restructuring Management Incentive Plan— a one-time, multi-year RSU grant intended to support retention after the 2025 debt-equity recapitalization — and contingent RSU awards that depend on shareholder approval of the Equity Plan Amendment. The Board frames the program as pay-for-performance, with annual incentive funding tied to consolidated service revenue and adjusted EBITDA targets and with significant equity components to align management and shareholder interests. Critics may focus on the size and one-time nature of the transaction-related grants, potential dilution from Stakeholder Warrants and equity plan increases, and the contingency mechanisms for RSUs if the Equity Plan Amendment is not approved; management has committed to substitute equivalent value if shareholders reject the equity plan increase. As an advisory vote, the outcome will not legally bind the Board but will influence future compensation decisions and shareholder engagement; the Board states it will carefully consider the result. For governance-focused investors, key evaluation factors include the rationale for transaction-specific grants, vesting schedules, clawback policies, and how the program balances retention needs against dilution and long-term shareholder value. The Board unanimously recommends a FOR vote, emphasizing retention, alignment and the extraordinary circumstances of the Debt Exchange Transaction that prompted the Restructuring Management Incentive Plan.

This proposal requests shareholder approval to amend the Company’s long-standing equity incentive plan by adding 800,000 shares to the plan reserve and adopting a four-year evergreen mechanism that automatically increases the reserve each January 1 by the lesser of 5% of outstanding shares, 700,000 shares, or a Board-determined lower number, subject to Board discretion to reduce or eliminate increases. Management argues the amendment is necessary after the company’s capital structure changed materially during the 2025 recapitalization (debt exchange, issuance of shares to lenders, Stakeholder Warrants, and a share consolidation), which reduced available plan capacity and could constrain multi-year incentive grant practices. The Compensation Committee emphasizes retention and alignment — particularly to support the Restructuring Management Incentive Plan and future long-term equity awards — while incorporating governance protections (hard numerical caps, percentage caps, Board/Committee discretion and standard shareholder approval requirements). Key investor considerations include dilution risk from the Initial Share Increase plus recurring evergreen additions, the potential concentration of future grants to insiders or management, and the mechanics for counting and recycling shares under the plan. The proposal also notes that no specific awards have been committed yet from the additional shares, and that future grants will be at the Compensation Committee’s discretion, to be reported in future filings. From a governance perspective, the evergreen feature is convenient operationally but has historically attracted scrutiny — here the company attempts to mitigate concerns by capping increases and preserving Board discretion. If approved, the Company will file Form S-8 registration statements to register the additional shares; if rejected, contingent RSUs and some planned equity payments described elsewhere in the proxy would require alternate arrangements, which the Board says it would implement to preserve earned compensation. The Board’s recommendation for FOR reflects management’s view that the amendment is proportionate to the company’s needs post-recapitalization and includes limits designed to protect shareholders while enabling competitive equity-based compensation.