About the Corporate governance report

SoftwareOne Holding AG is a Swiss company registered in Stans, Switzerland, and is subject to Swiss legislation on Corporate Governance. The Corporate Governance framework of SoftwareOne follows the rules contained in the Directive Corporate Governance (DCG) of the SIX Swiss Exchange and the economiesuisse Swiss Code of Best Practice for Corporate Governance (Swiss Code), aligning with current market practices. Following the listing of SoftwareOne Holding AG on Euronext Oslo Børs on July 3, 2025, the Company is subject to the Norwegian Securities Trading Act and the continuing obligations under the Oslo Stock Exchange Listing Rules. As a foreign company with Norway as its EEA home state for accounting purposes, SoftwareOne is subject to certain content requirements of the Norwegian Accounting Act section 2-9 regarding corporate governance reporting. Pursuant to the Oslo Stock Exchange Listing Rules, SoftwareOne may provide its Corporate governance report in accordance with the Swiss corporate governance framework while ensuring compliance with the content requirements of the Norwegian Accounting Act section 2-9.

As a global company, SoftwareOne is committed to respecting the traditions, business customs, social norms and expectations of its host countries, and has adopted a firm stance to not tolerate discrimination or harassment of any kind, as outlined in its Global Anti-Discrimination and Anti-Harassment Policy. The Global Anti-discrimination and Anti-harassment Policy is crafted in alignment with the SoftwareOne Code of Conduct for Employees and Board Members, demonstrating its commitment at all levels of the company. SoftwareOne does not have formal guidelines on equality and diversity with respect to gender and other aspects such as age, disability, and educational and professional background, as applied to the composition of the Board of Directors (BoD), Executive Board (EB), or any committees thereof. The primary reason for not adopting such guidelines is that this is neither required nor necessary under the corporate governance framework to which SoftwareOne adheres. However, the Company addresses equality and diversity through other instruments, including SoftwareOne Code of Conduct for Employees and Board Members and the Code of Conduct for Partners. In addition, the Company has adopted a high-level Global DEIB Strategy structured around five pillars (ability, ethnicity, gender, LGBTQIA+, and social mobility), which guides its boarder diversity efforts. The Nomination and Compensation Committee Charter establishes that, in connection with nominations of the members and the Chair of the BoD, the Nomination and Compensation Committee will determine the criteria for the selection of candidates, and submit its proposals to the Board of Directors. In doing so, the Nomination and Compensation Committee must take into account experience, compatibility, culture and commitments alongside other factors deemed relevant by the Nomination and Compensation Committee.

Governance structure

The Corporate Governance structure at SoftwareOne Holding AG and SoftwareOne Group (collectively, SoftwareOne) provides a solid foundation for the company to efficiently address changes and unexpected developments, while benefitting from clear decision-making processes and effective management systems. These processes and systems are designed to support the optimal functioning of the organization and to ensure compliance with all laws and regulations. The company’s Corporate Governance encourages SoftwareOne to continue striving for excellence and to consistently review best practice. The shareholders’ meeting is the highest governing body of SoftwareOne. The BoD is responsible for the ultimate direction of the company and overall oversight, while the EB is responsible for managing operations. SoftwareOne’s Corporate Governance principles and procedures are defined in the following documents:

• SoftwareOne’s Articles of Incorporation (AoI), defining the legal and organizational framework
• SoftwareOne’s Organizational Regulations (OrgR), defining its governance framework, including the responsibilities and authorities of the BoD, Chair, Vice Chair BoD committees, the Co-Chief Executive Officers (Co-CEOs) and other individual EB members, as well as relevant reporting procedures
• SoftwareOne’s charters of the Audit Committee (AC) and Nomination and Compensation Committe (NCC), which outline the duties and responsibilities of each of these committees
• SoftwareOne’s Codes of Conduct, which outline the compliance framework and set out the basic ethical and legal principles and policies the company applies to members of the BoD, members of the EB and globally to all employees as well as business partners. The Group-wide integrity line (softwareone.integrityline.io) reinforces the effectiveness of the CoCs, providing a secure reporting channel for suspected wrongdoings and supply chain violations.