Compensation Governance

Articles of Incorporation

The Articles of Incorporation of SoftwareONE contain compensation governance provisions regarding:

• Approval (binding and prospective) of compensation by the shareholders the AGM, Art. 7 and 19
• Powers and duties of the NCC, Art. 15
• General principles of compensation, Art. 18
• Additional amount for the EB, Art. 20

The Articles of Incorporation are available electronically on SoftwareONE’s website at: https://www.softwareone.com/en/about/investors/corporate-governance/documents.

Nomination and Compensation Committee

The NCC has the duties of supervision and governance of SoftwareONE's compensation frameworks and philosophy, compensation of the EB as well as the performance evaluation of EB members.

The NCC is composed of at least three members of the BoD (Art. 15). The members of the NCC are elected individually at the AGM by the shareholders on an annual basis pursuant to Swiss law and SoftwareONE’s Articles of Incorporation. Please refer to the Corporate Governance report section for further details on NCC composition, duties and election.

Process for determining compensation

The procedures for voting on the compensation of the BoD are defined in Art. 19 of the Articles of Incorporation.

The NCC periodically reviews the compensation policy and subsequently proposes this to the BoD.