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 and interest income from subsidiaries. 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 2026 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 measured at acquisition cost, adjusted for impairment losses, and are remeasured at acquisition cost once the impairment losses no longer apply.

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 recognized. In the case of a negative value, a liability is recognized (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 recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. The gain or loss related to treasury shares is recognized directly in equity under Share premium.

3 Financial assets

Financial assets in 2024 are solely related to shares in the listed company Crayon Group Holding ASA.

As part of the Crayon acquisition in 2025, all existing Crayon shares were transferred to the Crayon shareholding at book value (CHF 3.5 million).

The total return swap (TRS) was terminated in June 2025, and the Crayon shares received were transferred to the shareholding at the TRS’s nominal value (CHF 35.7 million).

4 Investments

All investments except SoftwareONE AG are indirectly held. For details, please refer to Note 29 List of group companies in the consolidated financial statements.

On July 2, 2025, SoftwareOne Holding AG initially acquired Crayon Group ASA and transferred the investment to SoftwareONE AG on September 25, 2025 at book value of CHF 1.167 million. The consideration for the transfer was recorded as a capital contribution into SoftwareOne AG of CHF 467 million, that increased the investment to CHF 678 million, and settlement of a current liability due to SoftwareOne AG in the amount of CHF 700 million.

5 Share capital

The share capital as of December 31, 2025 was composed of 221,102,953 (prior year: 158,581,460) fully paid-in registered shares, each with a nominal value of CHF 0.01.

As part of the Crayon acquisition on July 2, 2025, 62,521,493 new shares with a nominal value of CHF 0.01 each were issued to deliver consideration shares to the shareholders of Crayon Group ASA.

6 Capital contribution reserve

The reserves from capital contributions (Swiss) include the gain on treasury shares used for share-based payments of group entities. The reserves from capital contributions (non-Swiss) result from the Crayon acquisition on July 2, 2025.

7 Treasury shares

The following table summarizes the balance of treasury shares:

	Number of shares	Average in CHF	In CHF 1,000


Total treasury shares as of January 1, 2024	4,462,167	6.93	30,905
Used for employee share plans	–226,846	5.40	–1,224
Used for members of the Board of Directors	–28,569	5.40	–154
Sale of treasury shares	–143,035	5.40	–772
Repurchases under share buyback program	2,908,247	15.21	44,232

Total treasury shares as of January 1, 2025	6,971,964	10.47	72,987
Used for employee share plans	–338,691	5.39	–1,827
Used for members of the Board of Directors	–92,296	5.82	–537
Sale of treasury shares	–216,316	2.88	–624

Total treasury shares as of December 31, 2025	6,324,661	11.07	69,999

8 Dividend income

Dividend income comprises dividend received from subsidiary.

10 Administrative expenses

in CHF	2025	2024

Personnel expenses – Board of Directors	–1,593,434	–1,520,102
Legal, consulting and other professional fees¹⁾	–7,220,631	–16,158,624
Other	–125,404	–75,254

Total administrative expenses	–8,939,469	–17,753,980

1)In 2025 CHF 4.1 million expenses (net after group recharges) for Crayon transaction. In 2024 CHF 10.8 million expenses for Strategic Review.

11 Financial expenses

in CHF	2025	2024

Interest expenses	–4,854,349	–2,047,309
Bank charges	–358,913	–239,012
Foreign exchange loss	–11,031,847	–15,360,330
Other finance expenses¹⁾	–3,796,961	-

Total financial expenses	–20,042,070	–17,646,651

1)The “other finance expenses” relate to the costs incurred for establishing the bridge financing facility in connection with the Crayon acquisition.

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 persons closely related to the members of the BoD as of December 31, 2025.

Members of the BoD	Number of directly held shares⁴⁾		Total shareholdings as of December 31, 2025	Total shareholdings as of December 31,2024
Members of the BoD	Unrestricted shares	Blocked shares⁵⁾	Total shareholdings as of December 31, 2025	Total shareholdings as of December 31,2024

Till Spillmann¹⁾	84,300	28,596	112,896	89,920
Andrea Sieber	8,090	19,251	27,341	5,152
Daniel von Stockar	17,627,529	20,333	17,647,862	17,526,896
René Gilli	12,454,206	14,244	12,468,450	12,457,484
Joerg Riboni	155,000	19,251	174,251	5,152
Jens Rugseth²⁾	2,499,982	9,595	2,509,577	-
Rune Syversen³⁾	1,444,947	9,595	1,454,542	-

Total	34,274,055	120,865	34,394,920	30,084,604

1)Shareholdings also include shareholdings from related parties.

2)Jens Rugseth joined the BoD effective July 3, 2025. Shareholdings include also shareholdings from entities under significant influence.

3)Rune Syversen joined the BoD effective July 3, 2025. Shareholdings include also shareholdings from entities under significant influence.

4)Ordinary registered shares of SoftwareOne Holding AG.

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

The table below shows the shareholdings of the Board of Directors (BoD) and persons closely related to the members of the BoD as of December 31, 2024.

Members of the BoD	Number of directly held shares¹⁾		Total shareholdings as of December 31, 2024	Total shareholdings as of December 31, 2023
Members of the BoD	Vested shares	Blocked shares²⁾	Total shareholdings as of December 31, 2024	Total shareholdings as of December 31, 2023

Daniel von Stockar³⁾	17,505,107	21,789	17,526,896	17,517,529
René Gilli⁴⁾	12,452,078	5,406	12,457,484	-
Andrea Sieber⁵⁾	-	5,152	5,152	-
Joerg Riboni⁶⁾	-	5,152	5,152	-
Till Spillmann⁷⁾	84,300	5,620	89,920	-
Adam Warby⁸⁾	-	-	-	21,773
Marie-Pierre Rogers⁹⁾	-	-	-	41,372
José Alberto Duarte¹⁰⁾	-	-	-	13,781
Timo Ihamuotila¹¹⁾	-	-	-	35,438
Isabelle Romy¹²⁾	-	-	-	11,481
James Freeman¹³⁾	-	-	-	8,656
Elizabeth Theopille¹⁴⁾	-	-	-	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 the 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)Joerg 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 Executive Board (EB) and persons closely related to the members of the EB – such as spouses – as of December 31, 2025.

EB members	Total shareholdings as of December 31, 2025	Total shareholdings as of December 31, 2024

Raphael Erb¹⁾	543,653	524,665
Melissa Mulholland²⁾	36,778	-
Julia Braun	-	-
Oliver Berchtold³⁾	204,379	197,117
Hanspeter Schraner⁴⁾	-	-
Rodolfo Savitzky⁵⁾	90,617	53,340
Bernd Schlotter⁶⁾	-	-

Total	875,427	775,122

1) Shareholdings include also shareholdings from entities under significant influence. Raphael Erb also owns 2000 Call Options for 100 shares each call option with an expiry date of December 18, 2026 and an exercise price of CHF 8. He also owns 500 Call Options for 100 Shares each call option with an expiry date of December 18, 2026 and an exercise price of CHF 10.

2) Melissa Mulholland joined the EB effective July 3, 2025 as Co-CEO. Shareholdings include also shareholdings from related parties.

3) Oliver Berchtold also owns 1000 Call Options for 100 shares each call option with an expiry date of June 18, 2027 and an exercise price of CHF 10.

4) Hanspeter Schraner joined the EB effective June 1, 2025 as CFO.

5) Rodolfo Savitzky resigned from the EB effective May 31, 2025.

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

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 December 31, 2024.

EB members	Total shareholdings as of December 31, 2024	Total shareholdings as of December 31, 2023

Raphael Erb¹⁾	524,665	-
Rodolfo Savitzky	53,340	53,340
Julia Braun	-	-
Oliver Berchtold²⁾	197,117	-
Bernd Schlotter³⁾	-	33,000
Brian Duffy⁴⁾	-	-
Rohit Nagarajan⁵⁾	-	-
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.

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 “Share ownership” section of the Compensation report.

14 Events after the reporting period

None