Group structure and shareholders
Operational group structure of SoftwareONE Holding AG
The operating business of SoftwareOne is conducted through SoftwareONE Holding AG’s subsidiaries (operating legal entities). Detailed information on group companies is provided in Note 29 to the group financial statements. SoftwareONE Holding AG, the group’s ultimate parent company, is incorporated and domiciled in Switzerland with registered offices at Riedenmatt 4, 6370 Stans. The company is listed on the SIX Swiss Exchange under the ticker symbol ‘SWON’ (Swiss security number: 49645150, International Security Identification Number ‘ISIN’: CH0496451508) and reports in accordance with the International Financial Reporting Standard (IFRS).
As at 31 December 2022, SoftwareOne held 3,516,831 shares (corresponding to 2.22% of the company’s total share capital) in treasury. The market capitalisation of SoftwareOne as at 31 December 2022 amounted to CHF 2.0 billion.
The holding is organised into a two-tier structure with the BoD setting the strategic direction of SoftwareOne, appointing and overseeing key executives, approving major transactions and investments and ensuring proper financial reporting and controls. The structure of the BoD and the EB is discussed in more detail in sections Board of Directors and Executive Board. The operational management is delegated to the EB.
The group is organised into the two business lines Software & Cloud and Solutions & Services (from 1 January 2023 renamed to Software & Cloud Marketplace and Software & Cloud Services, respectively, and collectively Software & Cloud Solutions).
Shareholders
The disclosure notifications of significant shareholders and groups of shareholders holding 3% or more of the voting rights as at 31 December 2022:
|
Shareholder/group of shareholders |
Shares held |
% of voting rights |
|
|
|
|
|
Dr. Daniel Marc von Stockar- Scherer-Castell, Naxxar, Malta 1) |
17,505,107 |
11.05 % |
|
B. Curti Holding AG 1),2) |
16,031,853 |
10.10 % |
|
René Rudolf Gilli, Emmetten, Switzerland 1) |
12,449,637 |
7.85 % |
|
UBS Fund Management 3) |
8,022,013 |
5.05 % |
|
Pictet Asset Management SA 4) |
5,154,610 |
3.25 % |
1) 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 % of voting rights. The representative of this group of shareholders is Dr. Beat Curti, Erlenbach, Switzerland.
2) B. Curti Holding AG, Sarnen, Switzerland, is the direct shareholder of the shares which are indirectly controlled by Dr. Beat Alex Curti, Erlenbach, Switzerland.
3) Based on the disclosure notification published on 12 March 2022.
4) Based on the disclosure notification published on 2 November 2019.
Individual notifications that were published during the year under review are available on the SIX Exchange Regulation webpage.
Between 31 December 2022 and the publication of this report, the company has not issued any new notification and no disclosure has been made in accordance with the requirements of the Financial Market Infrastructure Act (FMIA).
Cross-shareholdings
As at the date of publication of this Annual Report, the company is not aware of cross-shareholdings exceeding 5% of the capital or voting rights.