Notes to the Statutory Financial Statements

1 General

SoftwareONE Holding AG is the holding company of the SoftwareONE group and holds all investments, directly or indirectly, in SoftwareONE group companies.

SoftwareONE Holding AG’s income primarily comprises dividends and interest income from subsidiaries and recharges for some administrative expenses and treasury shares to other group companies. SoftwareONE Holding AG does not have any employees, nor does it have any research or development activities.

SoftwareONE Holding AG’s risk management is integrated into the group-wide risk management system of SoftwareONE group. Risks identified are assessed individually based on their probability of occurrence and scope of potential losses. Appropriate measures are defined for the individual risks. Risks are systematically collected and updated once a year. The risk situation and the implementation of the measures defined are monitored. The Board of Directors of SoftwareONE Holding AG addresses the topic of risk management at least once a year. Please refer to Note 4 Financial risk management of the consolidated financial statements for an explanation of group-wide risk management at SoftwareONE group.

SoftwareONE Holding AG will continue to act as the holding company of the SoftwareONE group in the 2022 financial year. There are no plans to change the company’s business activities.

2 Accounting principles

The financial statements of SoftwareONE Holding AG, Stans, have been prepared in accordance with the provisions of Swiss accounting legislation (Title 32 of the Swiss Code of Obligations).

The following section describes the main valuation principles applied that are not specified by law.

Financial assets

Financial assets are valued at their acquisition cost adjusted for impairment losses.

Property, plant and equipment

Property, plant and equipment are valued at acquisition costs less accumulated depreciation and impairment losses. Expected useful life of real estate is 33.33 years.

Investments

Investments are valued at their acquisition cost adjusted for impairment losses.

Treasury shares

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. The gain or loss related to treasury shares is recognized directly in equity.

3 Financial assets

Financial assets are solely related to shares in the listed company Crayon Group Holding ASA.

4 Investments

All investments except SoftwareONE AG are indirectly held. For details please refer to Note 30 List of group companies in the consolidated financial statements.

5 Share capital

The share capital as at 31 December 2021 was composed of 158,581,500 (2020: 158,581,500) fully paid-in registered shares, each with a nominal value of CHF 0.01.

6 Capital contribution reserve

The reserves from capital contributions (Swiss) include the premium from the capital increase in 2015 and the gain on treasury shares used for share-based payments of group entities. The reserves from capital contributions (non-Swiss) result from the COMPAREX acquisition on 31 January 2019.

7 Treasury shares

The following table summarizes the balance of treasury shares:

	Number of shares	Average in CHF	In CHF 1,000


Total treasury shares as at 31 December 2019	4,271,504	2.81	12,024
Distribution to employee share plans	–228,460	5.40	–1,232
Distribution to members of the Board of Directors	–26,243	5.40	–142

Total treasury shares as at 31 December 2020	4,016,801	2.65	10,650
Distribution to employee share plans	–264,490	4.85	–1,283
Distribution to members of the Board of Directors	–27,846	5.40	–150

Total treasury shares as at 31 December 2021	3,724,465	2.47	9,217

8 Dividend income

Dividend income comprises dividends received from subsidiaries.

9 Financial income

in CHF	2021	2020

Interest income	2,324,108	3,016,302
Foreign exchange gains	–	1,299,511

Total financial income	2,324,108	4,315,812

10 Administrative expenses

in CHF	2021	2020

Personnel expenses BoD	–1,505,307	–1,704,953
Legal, consulting and other professional fees	–4,245,606	–8,052,453
Other	–96,962	–101,598

Total administrative expenses	–5,847,875	–9,859,003

11 Financial expenses

in CHF	2021	2020

Interest expenses	–	–1,775
Bank charges	–146,200	–128,449
Foreign exchange loss	–3,724,043	–

Total financial expenses	–3,870,243	–130,225

12 Major shareholders

Shareholder/group of shareholders	Shares held	% of voting rights

Daniel Marc von Stockar- Scherer-Castell, Hergiswil, Switzerland 2)	17,505,107 (PY: 17,489,874)	11.04 % (PY: 11 %)
B. Curti Holding AG 1) 2)	16,031,853 (PY: 16,031,853)	10.1 % (PY: 10.1 %)
René Rudolf Gilli, Emmetten, Switzerland 2)	12,449,637 (PY: 12,445,068)	7.85 % (PY: 7.85 %)
Pictet Asset Management SA 3)	5,154,610 (PY: 5,154,610)	3.25 % (PY: 3.25 %)
UBS Fund Management 4)	4,806,309 (PY: 4,806,309)	3 % (PY: 3 %)

1) B. Curti Holding AG, Sarnen, Switzerland, is the direct shareholder of the shares which are indirectly controlled by Beat Alex Curti, Erlenbach, Switzerland.

2) Messrs Curti, von Stockar-Scherer-Castell and Gilli have entered into a shareholder agreement and form a group for purposes of Swiss disclosure rules and regulations, controlling 29 % (prior year: 28.95 %) of voting rights. The representative of this group of shareholders is Beat Curti, Erlenbach, Switzerland. In addition Daniel Marc von Stockar- Scherer-Castell and René Rudolf Gilli own additional 'Blocked shares' as disclosed in Note 13 of Parent Company Financial Statements.

3) Based on the disclosure notification published on 2 November 2019.

4) Based on the disclosure notification published on 25 June 2020.

13 Shares held by members of the Board of Directors and Executive Board

The table below shows the shareholdings of the Board of Directors (BoD) and closely related persons to the members of the BoD as at 31 December 2021.

Members of the BoD	Number of directly held shares 1)		Total shareholdings as of 31 December 2021	Total shareholdings as of 31 December 2020
Members of the BoD	Vested shares	Blocked shares 2)	Total shareholdings as of 31 December 2021	Total shareholdings as of 31 December 2020

Daniel von Stockar	17,489,874	15,233	17,505,107	17,498,012
Peter Kurer	279,630	6,473	286,103	283,088
José Alberto Duarte	–	5,331	5,331	2,848
René Gilli	12,445,068	4,569	12,449,637	12,447,509
Timo Ihamuotila	20,000	6,093	26,093	13,255
Marie-Pierre Rogers	15,745	6,093	21,838	19,000
Jean-Pierre Saad 3)	–	5,331	5,331	2,848
Beat Curti 4)	–	–	–	16,031,853
Adam Warby	4,000	2,483	6,483	–
Isabelle Romy	–	2,483	2,483	–


Total	30,254,317	54,089	30,308,406	46,298,413

1) Ordinary registered shares of SoftwareONE.

2) At grant, a restriction period of three years is applied.

3) Representatives of the share ownership in SoftwareONE of Westminster Bidco S.à r.l., Luxembourg, the Grand Duchy of Luxembourg, which is the direct shareholder of the shares indirectly and beneficially owned by funds advised by KKR, with its principal executive offices in New York, USA.

4) B. Curti retired from the BoD effective 8 October 2020. Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

The table below shows the shareholdings of the Board of Directors (BoD) and closely related persons to the members of the BoD as at 31 December 2020.

Members of the BoD	Number of directly held shares 1)		Number of indirectly held blocked shares 3)	Total shareholdings
Members of the BoD	Vested shares	Blocked shares 2)	Number of indirectly held blocked shares 3)	Total shareholdings

Daniel von Stockar	17,489,874	8,138	–	17,498,012
Beat Curti 5)	–	–	16,031,853	16,031,853
Peter Kurer	279,630	3,458	–	283,088
José Alberto Duarte	–	2,848	–	2,848
Andreas Fleischmann 6)	–	–	–	–
René Gilli	12,445,068	2,441	–	12,447,509
Johannes Huth 4),7)	–	–	–	–
Marina Nielsen 8)	–	–	–	–
Timo Ihamuotila	10,000	3,255	–	13,255
Marie-Pierre Rogers	15,745	3,255	–	19,000
Jean-Pierre Saad 4)	–	2,848	–	2,848

Total	30,240,317	26,243	16,031,853	46,298,413

1) Ordinary registered shares of SoftwareONE.

2) At grant, a restriction period of three years is applied.

3) Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

4) Representatives of the share ownership in SoftwareONE of Westminster Bidco S.à r.l., Luxembourg, the Grand Duchy of Luxembourg, which is the direct shareholder of the shares indirectly and beneficially owned by funds advised by KKR, with its principal executive offices in New York, USA.

5) B. Curti retired from the Board effective 8 October 2020. Shares held indirectly through partnership interests in B. Curti Holding AG, which holds ordinary registered shares of SoftwareONE.

6) Representative of the share ownership in SoftwareONE of Raiffeisen Informatik GmbH & CO KG, Vienna, Austria, which is the direct shareholder of the shares indirectly and beneficially owned by RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung, Vienna, Austria and Raiffeisen Bank International AG, Vienna, Austria, A. Fleischmann retired from the Board effective 30 June 2020.

7) J. Huth retired from the Board effective 19 June 2020.

8) Also represents further heirs (children) of Patrick Winter. M. Nielsen was not standing for further re-election for the BoD effective 14 May 2020 (2020 AGM).

The table below shows the shareholdings of the Executive Board (EB) and closely related persons to the members of the EB – such as spouses – as at 31 December 2021.

EB members	Number of directly held shares		Total shareholdings as at 31 December 2021	Total shareholdings as at 31 December 2020
EB members	Vested shares 1)	Blocked shares 2)	Total shareholdings as at 31 December 2021	Total shareholdings as at 31 December 2020

Dieter Schlosser (CEO)	714,822	143,966	858,788	858,788
Hans Grüter (CFO)	292,988	143,966	436,954	436,954
Alex Alexandrov (COO)	806,026	176,797	982,823	915,623
Neil Lomax (President)	728,982	143,966	872,948	781,183
Bernd Schlotter (President Services)	–	–	–	–


Total	2,542,818	608,695	3,151,513	2,992,548

1) Also includes shares individually purchased under the ESP.

2) Consisting of MEP restricted shares, subject to staggered restriction periods for a term of three years with early leaver conditions.

The table below shows the shareholdings of the Executive Board (EB) and closely related persons to the members of the EB – such as spouses – as at 31 December 2020.

Members of the EB	Number of directly held shares		Restricted shares 3)	Total shareholdings
Members of the EB	Vested shares 1)	Blocked shares 2)	Restricted shares 3)	Total shareholdings

Dieter Schlosser (CEO)	570,856	287,932	–	858,788
Hans Grüter (CFO)	149,022	287,932	–	436,954
Alex Alexandrov (COO)	483,799	353,594	78,230	915,623
Neil Lomax (President)	493,251	287,932	–	781,183

Total	1,696,928	1,217,390	78,230	2,992,548

1) Includes also shares individually purchased under the ESP.

2) Comprised of MEP restricted shares, subject to staggered restriction periods for a term of three years with early leaver conditions.

3) Shares legally held by SoftwareONE, whereby the legal share transfer is to take place after a vesting period of three years from the date of grant.

14 Shares or options on shares for members of the Board and Executive Board

For disclosures related to shares and options held by members of the Board and Executive Board please refer to section 'Share ownership' of the Compensation Report.

15 Events after the reporting period

none