Letter to shareholders

Dear shareholders,

I am pleased to present SoftwareOne’s 2022 Compensation Report on behalf of the Nomination and Compensation Committee (NCC) and the Board of Directors (BoD). Our 2022 Compensation Report outlines SoftwareOne’s overall compensation policy, principles and compensation framework. It discloses the compensation awarded to members of both the BoD and the Executive Board (EB) throughout the 2022 financial year. It is compiled in accordance with the Ordinance against Excessive Compensation (OaEC) applicable to Swiss listed companies, the Directive on Information related to Corporate Governance of SIX Swiss Exchange, as well as the Swiss Code of Best Practice.

Our EB has been strengthened following an organisational update, in support of delivering our ambitious goals. We are pleased to report the addition of a new EB position, namely the CHRO role reflecting our focus on People, Culture and Values. Moreover, as part of the company reorganisation, the COO position no longer exists, as responsibilities have been transferred to the two business line Presidents.

This third full financial year as a public company was characterised by the continuous development of our compensation framework. Consistent with previous years, the overall goal was to continue to focus on long-term value creation by aligning the interests of the EB with SoftwareOne’s shareholders, as well as by recognising and retaining talent in the highly competitive global technology market.

As regards to the 2022 BoD’s remuneration and in line with Swiss market best practices, we maintained our commitment to having a substantial part of the BoD remuneration (40%) paid in the form of shares. For the EB, we believe our established pay-for-performance compensation framework fits the purpose of motivating our EB members to create sustainable value for SoftwareOne and its shareholders. During 2023, we will conduct our bi-annual market benchmark to assess our alignment both in terms of structure and remuneration level, for the Board of Directors’ and Executive Board.

To better align our compensation practices with SoftwareOne's corporate culture, goals, and evolving strategic ambitions, our Short-Term Incentive (STI) was further developed in 2022. In particular, the performance metrics and their weightings have been changed to emphasise the relevance of growth combined with cost discipline. We are committed to focus on SoftwareOne's future business development while strengthening our commitment towards ESG. With this, 70% of the STI is driven by the financial performance, measured on gross profit and EBITDA margin, and 30% depends on the achievement of ESG targets and strategic goals driving business growth and operational excellence.

In 2023 we will close the first 3-year performance period of our Long-Term Incentive (LTI) programme. For the next cycle starting in 2023 we aim to continue adjusting this programme after reviewing best market practices while ensuring we stay close to our objectives of long-term value creation. We will add a third metric with EBITDA margin thus increasing focus on profitability. In addition, we will replace gross profit with revenue growth in line with our business transformation. With that we will also change the weighting to 40% for revenue growth, 40% on EBITDA margin and 20% on rTSR.

The NCC will continue to undertake regular assessments, reviews, and amendments to the compensation framework, to ensure SoftwareOne attracts the right talent while aligning the interests of different stakeholders and maintaining a high-performance culture.

2023 Annual General Meeting (AGM)

In line with the Code of Obligations OaEC and our Articles of Incorporation, we will ask our shareholders to cast a prospective and binding vote on the maximum aggregate amount of compensation for the BoD for their term of office from the 2023 AGM to the 2024 AGM and for EB members for the financial year 2024. In addition, we will ask our shareholders to endorse this 2022 Compensation Report in a consultative vote.

We look forward to receiving your support at the forthcoming AGM and thank you for your ongoing trust in SoftwareOne.

Sincerely,

Marie-Pierre Rogers

Chairwoman of the Nomination and Compensation Committee