AMDOCS : NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, JANUARY 27, 2023

(DOX)   Report

AMDOCS LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, JANUARY 27, 2023 To the Shareholders: The annual general meeting of shareholders of Amdocs Limited will be held at 11:00 a.m., local time, on Friday, January 27, 2023, at the Amdocs offices at 185 Hudson Street, floor no. 27, Suite 2700, Jersey City, NJ 07311, for the following purposes: 1. To approve the election of each of the following 10 individuals to serve as directors of Amdocs Limited until the next annual general meeting of shareholders or until his or her earlier resignation or removal or until his or her respective successor is elected and qualified (Proposal I); Robert A. Minicucci Adrian Gardner Rafael de la Vega Eli Gelman Richard T.C. LeFave John A. MacDonald Shuky Sheffer Yvette Kanouff Sarah Ruth Davis Amos Genish 2. To approve the Amdocs Limited 2023 Employee Share Purchase Plan (Proposal II); 3. To approve an increase in the dividend rate under our quarterly cash dividend program from $0.395 per share to $0.435 per share (Proposal III); 4. To approve our Consolidated Financial Statements for the fiscal year ended September 30, 2022 (Proposal IV); and 5. To ratify and approve the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023, and until the next annual general meeting, and authorize the Audit Committee of the Board of Directors to fix the remuneration of such independent registered public accounting firm in accordance with the nature and extent of its services (Proposal V). Our shareholders will also act on such other business as may properly come before the annual general meeting. The Board of Directors has fixed the close of business on November 30, 2022 as the record date for the determination of our shareholders entitled to notice of, and to vote on the matters proposed at, the annual general meeting and any adjournments thereof. By Order of the Board of Directors By: /s/ Matthew E. Smith Name: Matthew E. Smith Title: Secretary YOUR VOTE IS IMPORTANT ALL SHAREHOLDERS OF AMDOCS LIMITED (WHETHER THEY EXPECT TO ATTEND THE ANNUAL GENERAL MEETING OR NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD ENCLOSED WITH THIS NOTICE. IF YOU ARE THE RECORD HOLDER OF YOUR ORDINARY SHARES, YOU CAN ALSO AUTHORIZE THE VOTING OF YOUR SHARES OVER THE INTERNET OR BY TELEPHONE AS PROVIDED IN THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD. YOU CAN CHANGE YOUR VOTE AND REVOKE YOUR PROXY AT ANY TIME BEFORE THE POLLS CLOSE AT THE ANNUAL GENERAL MEETING BY FOLLOWING THE PROCEDURES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. 1. A proxy card for the annual general meeting for the fiscal year ended September 30, 2022 is enclosed and our Annual Report on Form 20-F is available on our website at URL or by request. The proxy card shall be delivered to our Secretary, in care of our principal U.S. subsidiary, Amdocs, Inc., by delivery to our transfer agent, American Stock Transfer & Trust Company, LLC, at 6201 15th Avenue, Brooklyn, New York 11219, as soon as possible. 2. Shareholders are entitled to appoint another person as proxy to exercise all or any rights to attend and to speak and vote at a meeting of the Company. A shareholder may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights in respect of different shares held by such shareholder. 3. The quorum for the annual general meeting shall be two shareholders or more holding a majority of the ordinary shares outstanding as of the record date. If within 30 minutes from the appointed time for the annual general meeting, a quorum is not present, it shall stand adjourned to any other time and any other place as determined by the Chairman of the annual general meeting. It shall not be necessary to notify any shareholder of any adjournment of less than 20 days, not counting the day when notice is given or deemed to be given and the day of the adjourned meeting, if the time and place of the adjourned meeting are announced at the annual general meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. 4. Every shareholder present in person or by proxy shall have one vote for each ordinary share held by him, her or it. AMDOCS LIMITED PROXY STATEMENT ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, JANUARY 27, 2023 References in this Proxy Statement to "Amdocs," "we," "our" and "us" refer to Amdocs Limited and its consolidated subsidiaries and their respective predecessors. This Proxy Statement and the accompanying proxy are being furnished to shareholders of Amdocs Limited, a company organized under the laws of Guernsey, in connection with the solicitation by its Board of Directors of proxies from holders of its outstanding ordinary shares, par value £0.01 per share, for use at the annual general meeting of shareholders to be held at 11:00 a.m., local time, on Friday, January 27, 2023, at the Amdocs offices at 185 Hudson Street, floor no. 27, Suite 2700, Jersey City, NJ 07311, or at any adjournments thereof (the "General Meeting"). This Proxy Statement and the accompanying proxy are first being mailed or delivered to our shareholders on or about December 21, 2022. At the General Meeting, the holders of our ordinary shares as of the close of business on November 30, 2022 (the "Record Date") will be asked to take the following actions: 1. Elect 10 directors to serve until the next annual general meeting of shareholders or until their earlier resignation or removal or successors are elected and qualified (Proposal I); 2. Approve the Amdocs Limited 2023 Employee Share Purchase Plan (Proposal II); 3. Approve an increase in the dividend rate under our quarterly cash dividend program from $0.395 per share to $0.435 per share (Proposal III); 4. Approve our Consolidated Financial Statements for the fiscal year ended September 30, 2022 (Proposal IV); and 5. Ratify and approve the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023, and until the next annual general meeting, and authorize the Audit Committee of the Board of Directors to fix the remuneration of such independent registered public accounting firm in accordance with the nature and extent of its services (Proposal V). The proxy confers discretionary authority with respect to any amendments or modifications of proposals that properly may be brought before the General Meeting. As of the date hereof, we are not aware of any such amendments or modifications or other matters to be presented for action at the General Meeting. However, if any other matters properly come before the General Meeting, the proxies solicited hereby will be exercised on such matters in accordance with the reasonable judgment of the proxy holders. As of the Record Date, Amdocs had outstanding 120,816,602 ordinary shares (net of treasury shares). Each ordinary share is entitled to one vote on all matters presented at the General Meeting. Only holders of record of ordinary shares at the close of business on the Record Date are entitled to notice of, and to vote at, the General Meeting. Votes cast in person or by proxy at the General Meeting will be tabulated by the inspector of elections appointed for the General Meeting who will also determine whether a quorum is present for the transaction of business. Two or more shareholders of record, together holding a majority of our outstanding ordinary shares present in person or represented by proxy, shall constitute a quorum for purposes of the General Meeting. Approval of Proposals I, II, III, IV and V requires the affirmative vote of a majority of our ordinary shares voted in person or by proxy at the General Meeting. 1 The enclosed proxy provides that each shareholder may specify that his, her or its ordinary shares be voted "for," "against" or "abstain" from voting for each of the director nominees named in Proposal I and with respect to each of Proposals II, III, IV and V. If proxies in the accompanying form are properly executed and returned, the ordinary shares represented thereby will be voted in the manner specified therein. If not otherwise specified, in the reasonable discretion of the proxy holders, the ordinary shares represented by a proxy will be voted FOR each of the proposals. Proxies will not be counted as voting in respect of any matter as to which abstention is indicated, but abstentions will be counted as ordinary shares that are present for purposes of determining whether a quorum is present at the General Meeting. Nominees who are members of the New York Stock Exchange, or the NYSE, and who, as brokers, hold ordinary shares in "street name" for customers have, by NYSE rules, the authority to vote on certain items in the absence of instructions from their customers, the beneficial owners of the ordinary shares. If such nominees or brokers indicate that they do not have authority to vote shares as to a particular matter (the "Broker Non-Votes"), we will not count those votes in favor of such matter. Broker Non-Votes will be counted as ordinary shares that are present for purposes of determining whether a quorum is present. Shareholders of record are entitled to appoint one or more proxies to attend and vote at the General Meeting in their stead. If a shareholder of record elects to appoint a proxy other than by using the enclosed proxy card (or by internet or telephone as provided in the instructions set forth in the enclosed proxy card), the shareholder must deliver such proxy, together with a power of attorney or other authority, at or before the General Meeting on January 27, 2023. We strongly encourage our shareholders to use the enclosed proxy card or to authorize the voting of their shares over the internet or by telephone as provided in the instructions set forth in the enclosed proxy card. Any shareholder giving a proxy may revoke it at any time before it is exercised at the General Meeting by: • Filing with our Secretary, in care of our principal U.S. subsidiary, Amdocs, Inc. (at the address that appears on the last page of this Proxy Statement), written notice of such revocation bearing a later date than the proxy or a subsequent proxy relating to the same ordinary shares, provided that such proxy or subsequent proxy shall be deposited at such address at least 48 hours before the scheduled General Meeting or adjournment thereof, as the case may be; or • Attending the General Meeting and voting in person (although attendance at the General Meeting will not in and of itself constitute revocation of a proxy). 2 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 27, 2023 This proxy statement and the 2022 Annual Report to Shareholders are available for viewing, printing and downloading at URL. You may also request a copy of the materials relating to our annual general meeting, including this proxy statement and form of proxy for our annual general meeting, and our Annual Report on Form 20-F for the fiscal year ended September 30, 2022 by contacting our investor relations department by telephone at (314) 212-8328 or by e-mail at EMAIL. IMPORTANT Whether or not you attend the General Meeting, your vote is important. Accordingly, you are asked to sign and return the accompanying proxy regardless of the number of ordinary shares you own. If you are the record holder of your ordinary shares, you can also authorize the voting of your shares over the internet or by telephone as provided in the instructions set forth on the enclosed proxy card. Ordinary shares can be voted at the General Meeting only if the holder is present or represented by proxy. 3 PROPOSAL I ELECTION OF DIRECTORS Eleven (11) directors currently serve on our Board of Directors. As set forth below, the Board of Directors has nominated ten (10) individuals as nominees for election as directors at the General Meeting, nine (9) of whom are incumbent directors and one of whom is a new nominee. All directors hold office until the next annual meeting of our shareholders, which generally is in January or February of each calendar year, or until their respective successors are duly elected and qualified or their positions are earlier vacated by resignation or otherwise. Due to the global and versatile nature of the Company's business, the Board of Directors believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background and professional experiences in evaluating board candidates in order to provide practical insights and diverse perspectives. In addition, the Board of Directors has established a mandatory retirement age of 73 for directors. No person of or over the age of 73 years shall be nominated or elected to start a new term as director, unless the Chairman of the Board of Directors recommends to the Board of Directors, and the Board of Directors determines, to waive the retirement age for a specific director in exceptional circumstances. Once the waiver is granted, it must be reconsidered annually for it to stay in effect. Ordinary shares represented by proxies returned duly executed will be voted, unless otherwise specified, in favor of the ten (10) nominees for the Board of Directors named below. If any or all of such persons should be unable to serve, the persons named in the enclosed proxy will vote the shares covered thereby for such substitute nominee or nominees as the Board of Directors may select. The Board of Directors has no reason to believe that any such nominee will be unable or unwilling to serve. Set forth below are the names and ages of the nominees for director, the principal occupations of each nominee currently and for at least the past five years, and the year in which he or she became a director of Amdocs. Name Age Robert A. Minicucci 70 Mr. Minicucci has been Chairman of the Board of Directors of Amdocs since 2011 and a director since 1997. Mr. Minicucci joined Welsh, Carson, Anderson & Stowe, or WCAS, in 1993. Mr. Minicucci has served as a managing member of the general partners of certain funds affiliated with WCAS and has focused on the information and business services industry. Until 2003, investment partnerships affiliated with WCAS had been among our largest shareholders. From 1992 to 1993, Mr. Minicucci served as Senior Vice President and Chief Financial Officer of First Data Corporation, a provider of information processing and related services for credit card and other payment transactions. From 1991 to 1992, he served as Senior Vice President and Treasurer of the American Express Company. He served for 12 years with Lehman Brothers (and its predecessors) until his resignation as a Managing Director in 1991. Mr. Minicucci was a director of one other publicly-held company, Alliance Data Systems, Inc. until June 2020. He is also a director of several private companies. Mr. Minicucci's career in information technology investing, including as a director of more than 20 different public and private companies, and his experience as chief financial officer to a public company and treasurer of another public company, has provided him with strong business acumen and strategic and financial expertise. Adrian Gardner 60 Mr. Gardner has been a director of Amdocs since 1998 and is Chairman of the Audit Committee. Mr. Gardner serves as Chief Operating Officer of Stonehage Fleming Family & Partners Limited, 4 Name Age an international Multi-Family Office business, since October 2019. Mr. Gardner has served as a member of the Audit & Risk Committee of Worcester College, Oxford University since May 2017 and as its chair since June 2022. From 2016 to 2019, Mr. Gardner served as Chief Financial Officer of Ipes Holdings Limited, a provider of outsourced services to private equity firms. From 2014 to September 2016, Mr. Gardner served as Chief Financial Officer of International Personal Finance plc, an international home credit business. Mr. Gardner was Chief Financial Officer