Letter to shareholders

Dear shareholders,

I am pleased to present SoftwareOne’s 2023 Compensation Report on behalf of the Nomination and Compensation Committee (NCC) and the Board of Directors (BoD). Our 2023 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 2023 financial year. It is compiled in accordance with the relevant sections of the Swiss Code of Obligations (Swiss CO), particularly Article 734 et seq., 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.

This fourth full financial year as a public company was characterised by the continuous development of our compensation framework and related disclosures. In line with prior years, the overarching objective remained centred on fostering long-term value creation through the alignment of the Executive Board’s interests with SoftwareOne’s shareholders, while acknowledging the need to retain talent within the highly competitive global technology sector.

During 2023, we focused on strengthening our EB, following an organisational refresh to enable us to achieve our ambitious goals. We were pleased to welcome our new CEO, Brian Duffy, in May 2023. We have also streamlined the EB organisation by redistributing certain tasks and responsibilities. For example, as of November 2023, we grouped the responsibilities for Software & Cloud Services and Software & Cloud Marketplace under Bernd Schlotter. To complement our new organisation, we are looking forward to welcoming Rohit Nagarajan in the newly created role of Chief Revenue Officer, responsible for leading SoftwareOne’s global revenue operations, with a focus on driving sales and marketing excellence, ensuring a seamless customer experience while identifying strategic growth initiatives.

In light of the 2023 organisational updates and strategic realignments, we conducted our bi-annual market executive benchmark with a particular focus on geographical specificities and talent market dynamics. This benchmarking prompted an update of our peer group and revealed areas where alignment in both structure and compensation level needed adjustment. The updates were motivated by our commitment to reflect organisational changes in our processes and governance approaches, as well as a strategic shift towards recruiting talent externally. Additionally, they underscore our dedication to long-term, performance-based compensation. The changes mostly took effect during the second half of 2023. Similar updates were made under the Long-Term Incentive (LTI) plan, as already indicated in the outlook section of last year’s compensation report. The LTI now focuses on relative TSR, revenue growth, as well as EBITDA margin, all measured over the three-year performance period. Furthermore, we have extended the reach of our clawback provisions to also include Short-Term Incentive (STI) awards and streamlined the triggering events of a clawback case.

Furthermore, we also conducted our bi-annual market review for the compensation of our Board of Directors. The benchmarking illustrated that our approach, level, and structure are generally in our targeted market range, hence no changes were made for the existing fees and committee structures besides the Vice Chair base fee, which was under the market average. At the same time, the Board of Directors decided to create two additional committees as of the AGM 2023: An Innovation Committee and an ESG Committee. The fees for these committees lie below those of the other committees and are explained in more detail in section Board of Directors compensation.

In preparing this Compensation Report, the NCC has prioritised its transparency, clarity, and accessibility. We have made specific improvements, particularly in how we describe our performance goals and ambitions, as well as actual performance achievements driving the variable compensation. This includes details of the first post-IPO LTI grant vested in 2023.

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

2024 Annual General Meeting (AGM)

In line with the Swiss Code of Obligations 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 2024 AGM to the 2025 AGM and for EB members for the financial year 2025. In addition, we will ask our shareholders to endorse this 2023 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

Chair of the Nomination and Compensation Committee