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 28 to the group financial statements. SoftwareOne Holding AG, the group’s ultimate parent company, is incorporated and domiciled in Switzerland, with its registered office 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 IFRS Accounting Standards.
As at 31 December 2024, SoftwareOne held 6,971,964 shares (corresponding to 4.40% of the company’s total share capital) in treasury. The market capitalisation of SoftwareOne as at 31 December 2024 was CHF 925 million.
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 structures of the BoD and the EB are discussed in more detail in the sections Board of Directors and Executive Board. Operational management is delegated to the EB.
The group is organised into the two business lines: Software & Cloud Marketplace and Software & Cloud Services, collectively Software & Cloud Solutions.
Shareholders
Disclosure notifications of significant shareholders and groups of shareholders holding 3% or more of the voting rights as at 31 December 2024:
|
Direct shareholder(s) |
Beneficial owner(s) |
Shares held |
% of voting rights |
Comment |
|
|
|
|
|
|
|
Curti AG, SoftwareOne Holding AG, Karbon Invest AS |
Daniel M. von Stockar Beat Alex Curti René Gilli SoftwareOne Holding AG Jens Rugseth Rune Syversen Crayon Group ASA |
56,989,127 2) |
35.95 % |
1) |
|
Curti AG |
Daniel M. von Stockar Beat Alex Curti René Gilli |
46,011,664 |
29.00 % |
3) |
|
UBS Fund Management (Switzerland) AG |
|
11,973,582 |
7.55 % |
4) |
1) In connection with the takeover offer by SoftwareOne Holding AG for Crayon Group Holding ASA, (i) SoftwareOne and Crayon entered into a transaction agreement, (ii) Daniel von Stockar, René Gilli and Curti AG each separately undertook to SoftwareOne and Crayon to vote their SoftwareOne Shares at the relevant shareholders’ meeting of SoftwareOne in favour of the motions of the board of directors of SoftwareOne regarding the creation of a capital band and board elections, further (iii) Karbon Invest AS (Jens Rugseth and Rune Syversen) undertook to tender its Crayon Shares to SoftwareOne and entered into a lock-up undertaking of one year in respect of the Consideration Shares that it will receive under the tender offer. This group disclosure is independent from the group disclosure of Daniel von Stockar, René Gilli and Beat Alex Curti. The group will be dissolved following settlement of the Offer.
2) The group has also notified a disposal position of in total 3.388 % of the voting rights in connection with SoftwareOne’s employee participation plan.
3) Shareholders’ agreement - SoftwareOne is neither a party to the agreement nor has any knowledge to the content of the agreement.
4) Based on the latest UBS filings from 7 May 2024.
Individual notifications published during the year under review are available on the SIX Exchange Regulation webpage.
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.