Capital structure
Issued capital
The Board of Directors (BoD) and Executive Board (EB) regularly monitor that the capital structure of SoftwareOne, including the level of equity and liquidity, is appropriate for the company’s objectives, strategy, and risk profile. The share capital of SoftwareOne Holding AG, registered in the commercial register of the canton of Nidwalden as at December 31, 2025, was CHF 2,211,029.53 divided into 221,102,953 fully paid-in registered shares with a nominal value of CHF 0.01 each.
Each share carries one vote at the General Meetings of SoftwareOne. The shares rank pari passu with each other in all respects, including entitlement to dividends, a share in liquidation proceeds in case of liquidation of the company, and pre-emptive rights. The company has an ordinary dividend policy targeting a payout ratio of 30%-50% of adjusted net profit. Any dividend is subject to an annual evaluation by the BoD which further requires shareholders’ approval at the Annual General Meeting. Information on the equal treatment of shareholders and the powers of the General Meeting is outlined in the section covering shareholders’ participation rights. There are no provisions in the Articles of Incorporation or authorizations granting the BoD the sole authority to resolve on the buyback of SoftwareOne shares.
An overview of SoftwareOne’s share price information can be found here.
Conditional capital and capital band
An Extraordinary General Meeting was held on April 11, 2025, in which shareholders approved the creation of a capital band that authorized the Board of Directors to increase share capital within defined limits until March 31, 2026, primarily to facilitate the acquisition of the Crayon Group Holding ASA. The shareholder approval resulted in the inclusion of a new Article 3a, Capital Band, in the Articles of Incorporation, setting an upper limit of CHF 2,307,869.19,allowing issuance of up to 72,205,459 fully paid-up registered shares for the transaction. On July 1, 2025, the Company increased its share capital as part of the acquisition of Crayon and issued 62,521,493 registered shares to the tendering Crayon shareholders as consideration shares in addition to the cash consideration. Following the Crayon acquisition, the capital band has been reduced and currently allows the issuance of up to 9,683,966 fully paid-up registered shares for purposes of the transaction. No other conditional capital or capital band has been approved.
Changes in capital
On July 1, 2025, the company increased the share capital from CHF 1,585,814.60 to CHF 2,211,029.53.
Duty to make an offer
Prior to SoftwareOne’s listing on the SIX Swiss Exchange in October 2019, its shareholders decided to increase the threshold for making a mandatory public takeover offer pursuant to Art. 135 FMIA from the standard 33⅓% to the level of 49% of the voting rights by means of an opting-up clause in its AoI.
The opting-up provision is the result of the particular shareholder structure of SoftwareOne. It was primarily intended to limit the risk of unintentionally triggering a mandatory bid offer by a preexisting group of shareholders because of a corporate transaction.
For companies subject to the rules on mandatory offers set out in the Norwegian Securities Trading Act (Nw.: verdipapirhandelloven), the applicable mandatory offer threshold is 33⅓% of the voting rights. SoftwareOne has formally solicited from the Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) a confirmation on whether the Norwegian takeover rules are applicable to SoftwareOne Holding AG, including the 33⅓% threshold. The requested confirmation from the Norwegian Financial Supervisory Authority is outstanding at the date of the publication of this Annual Report.
Participation and dividend-right certificates
As at December 31, 2025, SoftwareOne has issued neither participation certificates nor profit sharing certificates.
Limitations on convertible bonds and options
As at December 31, 2025, neither SoftwareOne nor any of its subsidiaries has issued any bonds, convertible bonds, similar debt instruments or option rights that are convertible into equity securities of the company.
Norwegian Public Limited Liability Companies Act and Accounting Act
SoftwareOne as a Swiss company and is not subject to the Norwegian Public Limited Liability Companies Act. Accordingly, the disclosure requirement under the Norwegian Accounting Act concerning deviations between the Articles of Incorporation and chapter 5 of the Norwegian Accounting Act does not apply.