External mandates for members of the Board of Directors and the Executive Board

Mandates outside SoftwareOne of the members
of the Board of Directors

SoftwareOne’s Articles of Incorporation (AoI) provide that the company’s BoD is composed of at least three and not more than 12 members, including the Chair of the BoD. No member of the BoD may hold more than four additional mandates in listed companies and more than six mandates in non-listed companies. Mandates within the meaning of this provision are mandates of comparable functions at other companies with an economic purpose. Mandates in different legal entities under common control or owned by the same beneficial owner are deemed to constitute a single mandate.

The following mandates are not subject to these limitations:

1. Mandates in companies which are controlled by the company or which control the company;
2. Mandates held at the request of the company or companies it controls. No member of the BoD or the EB may hold more than 10 such mandates;
3. Mandates in associations, charitable organisations, foundations, trusts, and employee welfare foundations. No member of the BoD or the EB may hold more than six such mandates.

All members of the BoD remained within the statutory maximum numbers of outside mandates in listed and non-listed companies and organisations.

The following listing shows all external mandates (audited):

Daniel von Stockar

• Current directorships and management positions: Chairman of the Board of Directors of von Stockar Holding AG, von Stockar Immobilien AG, von Stockar Services AG, member of the Board of Directors of oneservice AG
• Previous directorships and management positions last five years: Member of the Board of Directors of Pro Domi AG and member of the Board of Directors of Agilentia AG.

Andrea Sieber

• Current directorships and management positions: (i) Vice-President of the Board of Directors of Allreal Holding AG, (ii) Chair of the Board of Directors of JJF-Gemma Capital AG, (iii) Member of the Board of Directors of Global-e Switzerland AG and Borderfree PayCo Switzerland GmbH (both companies belong to the same group), and (iv) Member of the Board of InErgies Capital AG
• Previous directorships and management positions last five years: Member of the Executive Management of MLL Legal AG.

René Gilli

• Current directorships and management positions: None
• Previous directorships and management positions last five years: (i) Chairman RRB Classics AG, and (ii) Chairman Alivant AG.

Jörg Riboni

• Current directorships and management positions: Chairman of the Board of Directors of Rothorn Group AG, member of the Board of Directors of HERITAGE B B.V. and Glas Trösch Holding AG and Dr. Pirmin Hotz Vermögensverwaltungen AG
• Previous directorships and management positions last five years: Member of the Board of Directors of Aryzta AG, member of the Board of Directors of Hochdorf Holding AG, member of the Board of Directors of Erni Group Holding AG, member of the Board of Directors of Raiffeisenbank Cham-Steinhausen.

Till Spillmann

• Current directorships and management positions: Chairman of the Board of Directors of PMT Management AG Actium Ltd and ImmoMentum AG, and member of the Board of Directors of Argon Management AG and apoTHEKE Gastro AG
• Previous directorships and management positions last five years: Member of the Board of Directors of Niederer Kraft Frey AG, Fraumünster Gastro AG, chairman of the Board of Directors Chronext Group AG and Gebetour AG.

Mandates outside SoftwareOne of the members
of the Executive Board 

According to Art. 21 of the AoI, no member of the EB may hold more than one mandate in a listed company and more than three mandates in non-listed companies. For a description of how SoftwareOne defines mandates and for transitional provisions of newly appointed EB members, please refer to the section Availability and statutory provisions regarding external mandates in the Corporate Governance Report.

Any mandate of a member of the EB in a legal entity outside of SoftwareOne is subject to prior approval by the BoD, or the NCC, where delegated.

All members of the EB, save Rodolfo Savitzky, remained within the statutory maximum number of outside mandates in listed and non-listed companies and organisations. Rodolfo Savitzky will reduce the excess mandate within 12 months of his appointment to his second external mandate.

The following listing shows all external mandates (audited):

Raphael Erb

• Current directorships and management positions: None
• Previous directorships and management positions last five years: None.

Rodolfo Savitzky

• Current directorships and management positions: Member of the Board of Directors and of the Audit Committee of EuroAPI S.A. and Member of the Board of Directors and Chairman of the Audit Committee of UCB S.A
• Previous directorships and management positions last five years: CFO of Lonza Group AG and Non-Executive Director and Chairman of the Audit Committee of Unilabs.

Oliver Berchtold

• Current directorships and management positions: Chairman of the Board of Directors of WEB care GmbH
• Previous directorships and management positions last five years: None.

Julia Braun

• Current directorships and management positions: None
• Previous directorships and management positions last five years: Member of the Management Board at ISS Facility Services AG and CHRO at Conzzeta AG.