Annual Report 2024

Notes to the statutory financial statements

SoftwareOne Holding AG, Stans

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, interest income from subsidiaries, 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 recorded 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 in 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 2025 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.

Derivative financial instruments

In the case of a positive value, no asset is recognised. In the case of a negative value a liability is recognised (classified as non-current when the remaining maturity is more than 12 months and as current when the remaining maturity is less than 12 months).

Treasury shares

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

3 Financial assets

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

In 2022, the company started to sell down the investment in Crayon in several steps. In this context the company entered into a NOK denominated total return swap (TRS) agreement in December 2022. The nominal value of the TRS is CHF 42.5 million. The TRS counterparty charges quarterly interest, based on NIBOR 3M plus margin.

Under the TRS, SoftwareOne sold the underlying shares but remains exposed to changes in the market value of these shares. In the event of a negative market price development, there is a risk of a cash outflow when agreed thresholds are exceeded up to the amount of the consideration received. At the end of the reporting period, the total return swap had a positive (prior year: negative) market value. As of 31 December 2023, a net receivable of CHF 4.9 million is shown under Other current receivables due from third parties (reset payments CHF 10.0 million minus negative market value CHF 5.1 million).

4 Investments

All investments except SoftwareONE AG are indirectly held. For details, please refer to Note 28 List of group companies in the consolidated financial statements.

5 Share capital

The share capital as of 31 December 2024 was composed of 158,581,460 (prior year: 158,581,460) 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 in 2019.

7 Treasury shares

The following table summarises the balance of treasury shares:

 

Number of shares

Average in CHF

In CHF 1,000

 

 

 

 

 

 

 

 

Total treasury shares as of 1 January 2023

3,516,831

2.30

8,096

Distribution to employee share plans

–379,087

5.40

–2,046

Distribution to members of the Board of Directors

–39,052

5.40

–211

Sale of treasury shares

–126,541

5.40

–683

Repurchases under share buyback programme

1,490,016

17.28

25,749

 

 

 

 

Total treasury shares as of 1 January 2024

4,462,167

6.93

30,905

Distribution to employee share plans

–226,846

5.40

–1,224

Distribution to members of the Board of Directors

–28,569

5.40

–154

Sale of treasury shares

–143,035

5.40

–772

Repurchases under share buyback programme

2,908,247

15.21

44,232

 

 

 

 

Total treasury shares as of 31 December 2024

6,971,964

10.47

72,987

In May 2023, SoftwareOne Holding AG had introduced a share buyback programme which was completed in November 2024. SoftwareOne Holding AG repurchased a total of 4,398,263 registered shares for a total amount of CHF 69.1 million (excluding fees).

8 Dividend income

Dividend income comprises dividends received from subsidiaries.

9 Financial income

in CHF 

2024

2023

 

 

 

Interest income

1,770,073

4,280,561

Foreign exchange gains

15,850,913

16,498,642

Fair Value gain non realised

5,117,234

–

 

 

 

Total financial income

22,738,220

20,779,203

10 Administrative expenses

in CHF 

2024

2023

 

 

 

Personnel expenses BoD

–1,520,102

–1,590,658

Legal, consulting and other professional fees 1)

–16,158,624

–21,472,480

Other

–75,254

–78,851

 

 

 

Total administrative expenses

–17,753,980

–23,141,989

1) In 2024 CHF 10,8 million (prior year: 15,7 million) expenses for Strategic Review.

11 Financial expenses

in CHF 

2024

2023

 

 

 

Interest expenses

–2,047,309

–2,044,171

Bank charges

–239,012

–170,259

Foreign exchange loss

–15,360,330

–17,194,414

Fair Value loss non realised

–

–5,117,235

 

 

 

Total financial expenses

–17,646,651

–24,526,079

12 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 of 31 December 2024.

Members of the BoD

Number of directly held shares 1)

Total shareholdings as of 31 December 2024

Total shareholdings as of 31 December 2023

Vested shares

Blocked shares 2)

 

 

 

 

 

Daniel von Stockar 3)

17,505,107

21,789

17,526,896

17,517,529

René Gilli 4)

12,452,078

5,406

12,457,484

–

Andrea Sieber 5)

–

5,152

5,152

–

Jörg Riboni 6)

–

5,152

5,152

–

Till Spillmann 7)

84,300

5,620

89,920

–

Adam Warby 8)

–

–

–

21,773

Marie-Pierre Rogers 9)

–

–

–

41,372

José Alberto Duarte 10)

–

–

–

13,781

Timo Ihamuotila 11)

–

–

–

35,438

Isabelle Romy 12)

–

–

–

11,481

James Freeman 13)

–

–

–

8,656

Elizabeth Theopille 14)

–

–

–

4,103

Peter Kurer 15)

–

–

–

311,382

 

 

 

 

 

Total

30,041,485

43,119

30,084,604

17,965,515

1) Ordinary registered shares of SoftwareOne Holding AG.

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

3) Daniel von Stockar paused his active BoD involvement from June 2023 till 18 April 2024.

4) After retiring from BoD effective 5 May 2022, René Gilli re-joined the BoD effective 18 April 2024.

5) Andrea Sieber joined the BoD effective 18 April 2024.

6) Jörg Riboni joined the BoD effective 18 April 2024.

7) Till Spillmann joined the BoD effective 18 April 2024. Shareholdings include also shareholdings from related parties.

8) Adam Warby retired from the BoD effective 18 April 2024.

9) Marie-Pierre Rogers retired from the BoD effective 18 April 2024.

10) José Alberto Duarte retired from the BoD effective 18 April 2024.

11) Timo Ihamuotila retired from the BoD effective 18 April 2024.

12) Isabelle Romy retired from the BoD effective 18 April 2024.

13) James Freeman retired from the BoD effective 18 April 2024.

14) Elizabeth Theopile retired from the BoD effective 18 April 2024.

15) Peter Kurer retired from BoD effective 4 May 2023.

The table below shows the shareholdings of the Board of Directors (BoD) and persons closely related to the members of the BoD as of 31 December 2023.

Members of the BoD

Number of directly held shares 1)

Total shareholdings as of 31 December 2023

Total shareholdings as of 31 December 2022

Vested shares

Blocked shares 2)

 

 

 

 

 

Daniel von Stockar

17,498,012

19,517

17,517,529

17,517,529

Adam Warby

4,000

17,773

21,773

10,830

Marie-Pierre Rogers

27,000.00

14,372

41,372

34,806

José Alberto Duarte

2,848

10,933

13,781

9,678

Timo Ihamuotila

23,255

12,183

35,438

31,061

Isabelle Romy

–

11,481

11,481

6,830

James Freeman

–

8,656

8,656

4,347

Elizabeth Theopille 3)

–

4,103

4,103

–

Peter Kurer 4)

303,088

8,294

311,382

311,382

René Gilli 5)

–

–

–

12,449,637

Jean-Pierre Saad 6)

–

–

–

5,331

 

 

 

 

 

Total

17,858,203

107,312

17,965,515

30,381,431

1) Ordinary registered shares of SoftwareOne Holding AG.

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

3) Elizabeth Theopille joined the BoD effective 4 May 2023.

4) Peter Kurer retired from BoD effective 4 May 2023.

5) René Gilli retired from BoD effective 5 May 2022.

6) Jean-Pierre Saad retired from BoD effective 5 May 2022. 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.

The table below shows the shareholdings of the Executive Board (EB) and persons closely related to the members of the EB – such as spouses – as of 31 December 2024.

EB members

Total shareholdings as of 31 December 2024

Total shareholdings as of 31 December 2023

 

 

 

Raphael Erb 1)

524,665

–

Rodolfo Savitzky

53,340

53,340

Julia Braun

–

–

Oliver Berchtold 2)

197,117

–

Bernd Schlotter 3)

–

33,000

Brian Duffy 4)

–

–

Rohit Nagarajan 5)

–

–

Neil Lomax 6)

–

783,963

 

 

 

Total

775,122

870,303

1) Raphael Erb joined the EB effective 1 July 2024 as Chief Revenue Officer and became CEO effective 1 November 2024. Shareholdings include also shareholdings from entities under significant influence.

2) Oliver Berchtold joined the EB effective 1 December 2024 as President of Software & Cloud.

3) Bernd Schlotter resigned from the EB effective 30 November 2024.

4) Brian Duffy resigned from the EB effective 31 October 2024.

5) Rohit Nagarajan resigned from the EB effective 30 June 2024.

6) Neil Lomax resigned from the EB effective 31 October 2023.

The table below shows the shareholdings of the Executive Board (EB) and persons closely related to the members of the EB – such as spouses – as of 31 December 2023.

EB members

Total shareholdings as of 31 December 2023

Total shareholdings as of 31 December 2022

 

 

 

Brian Duffy 1)

–

–

Neil Lomax 2)

783,963

892,948

Bernd Schlotter

33,000

33,000

Rodolfo Savitzky

53,340

53,340

Julia Braun

–

–

Dieter Schlosser 3)

–

918,788

Alex Alexandrov 4)

–

758,626

 

 

 

Total

870,303

2,656,702

1) Brian Duffy joined SoftwareOne effective 1 May 2023.

2) Shareholdings as of 31 December 2023 include also shareholdings from related party.

3) Dieter Schlosser resigned from the EB effective 31 October 2023.

4) Alex Alexandrov resigned from the EB effective 31 December 2022.

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

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

14 Events after the reporting period

None

Appropriation of available earningsIncome statement
Financial reportNotes to the statutory financial statements

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