Our compensation governance structure

Compensation governance at SoftwareOne comprises three key bodies: the NCC, which advises the Board of Directors (BoD) in terms of compensation-related matters, the BoD, which ultimately approves compensation-related matters, and the shareholders of SoftwareOne, who vote on total compensation and the Compensation report at the AGM.

The Articles of Incorporation, the Organizational Regulations, and the NCC Charter outline and define the roles and responsibilities of these bodies. The Articles of Incorporation of SoftwareOne contain compensation governance provisions regarding the:

• Approval (binding and prospective) of compensation by the shareholders at the AGM, Art. 7 and 19
• Powers and duties of the NCC, Art. 15
• General principles of compensation, Art. 18
• Additional amount for the Executive Board (EB), Art. 20

The general division of duties, responsibilities, and powers between these three key bodies of the compensation governance (NCC, BoD, and AGM) is presented in the table below, in line with Art. 7 and Art. 19 of the Articles of Incorporation.

Role of the shareholders at the AGM

The BoD submits three separate compensation-related resolutions for shareholder approval at the AGM (Art. 7 and Art. 19):

• Vote I: Consultative vote on the Compensation report of the previous financial year
• Vote II: Binding vote on the maximum aggregate amount of compensation of the BoD for the term of office from the current to the next AGM
• Vote III: Binding vote on the maximum aggregate amount of compensation of the EB for the following financial year

The graph below illustrates these compensation-related resolutions for shareholder approval at the 2026 AGM and illustrates their impact on the respective financial year:

Overview of say-on-pay votes at AGM 2026

Role and activities of the Nomination and Compensation Committee

The NCC is composed of at least three members of the BoD (Art. 15), who are elected individually at the AGM by the shareholders on an annual basis pursuant to Swiss law and SoftwareOne’s Articles of Incorporation. The NCC has the duties of the supervision and governance of SoftwareOne’s compensation frameworks and philosophy, compensation of the EB as well as the performance evaluation of EB members. The NCC regularly invites the Co-CEOs and may invite other members of the EB or, subject to prior notification of the responsible member of the EB, other employees to its meetings as it deems desirable or appropriate. However, the Co-CEOs or other members of the EB may not be present when the NCC reviews the compensation or other aspects of the employment of the respective person. The Chair of the NCC ensures that the BoD is kept informed in a timely and adequate manner during the term of office regarding the NCC’s area of responsibility. Please refer to the Corporate governance report section for further details on NCC composition, duties, election, and NCC members.

Information regarding the external mandates of all BoD and EB members is provided later in this report. The Chair of the NCC convenes NCC meetings as often as required by SoftwareOne’s business, but at least three times a year. During 2025, the NCC held nine regular and four extraordinary meetings covering the following agenda items as illustrated in the table below:

Regular compensation benchmarking for the Executive Board and Board of Directors

To evaluate SoftwareOne’s positioning in the market and overall competitiveness, the NCC regularly conducts market benchmarks to assess the compensation structure and level for both the BoD and the EB. The peer selection process is based on the company’s services and products, geographical relevance, size, and scope.

Peer group and benchmarking

Information on peer company compensation is an important point of reference to assess the market competitiveness of the compensation awarded to members of the EB. The NCC believes that benchmarking against a consistent and relevant set of peer companies that are similar to SoftwareOne in scope, products, and services offered and geographical presence enables the company to set pay levels towards the middle of the respective market range. The peer group is adjusted when the Company updates its strategic direction or business model. This reinforces the talent attraction, motivation, and retention efforts needed to support the company’s long-term success.

The last assessment of the competitiveness of the EB compensation and compensation for non-executive BoD members in Switzerland was in 2023, and the next regular assessment will be scheduled in due course.