Annual Report 2025

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 29 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 and the Euronext Oslo Børs under the ticker symbol “SWON” (Swiss security number: 49645150, International Security Identification Number “ISIN”: CH0496451508) and reports in accordance with IFRS Accounting Standards. The overall business scope of SoftwareOne Holding AG, as laid down in the Articles of Incorporation, is the “acquisition, holding, management and sale of participations in companies in and outside of Switzerland in particular the are of information technology” and is executed by the Board of Directors (BoD) as outlined in the strategy section. SoftwareOne is a global software and cloud solutions provider that helps clients migrate and modernize workloads and applications whilst optimizing software and cloud changes. The Articles of Incorporation are available at www.softwareone.com.

As at December 31, 2025, SoftwareOne held 6,324,661 shares (corresponding to 2.90% of the company’s total share capital) in treasury. The market capitalization of SoftwareOne as at December 31, 2025 was CHF 1,944 million.

The holding is organized into a two-tier structure comprising the BoD and the Executive Board (EB). The BoD sets the strategic direction of SoftwareOne, appointing and overseeing key executives, approving major transactions and investments and ensuring proper financial reporting and controls. Operational management is delegated to the EB. The structures of the BoD and the EB are discussed in more detail in the sections BoD and EB, respectively. The group is organized into three business lines: Software & Cloud Direct, Software & Cloud Services, and Software & Cloud Channel.

Shareholders

Disclosure notifications of significant shareholders and groups of shareholders holding 3% or more of the voting rights as at December 31, 2025:

Direct shareholder(s)

Beneficial owner(s)

Shares held

% of voting rights

Comment

Daniel M. von Stockar Curti AG René Gilli

Daniel M. von Stockar Beat Alex Curti René Gilli

46,011,664

20.80%

1)

Active Ownership Fund SICAV SIF SCS (No. B200454) AOC Stellar S.à r.l. (no. B295009)

Schuhbauer Florian Klaus Röhrig Charles Mills Jan Klopp Philipp Klecka Paul Owsianowski Deborah Brice Trustees of Tufts College

12,596,518

5.70%

2)

UBS Fund Management (Switzerland) AG

11,973,582

7.55 %

3)

1)Shareholders’ agreement – SoftwareOne is neither a party to the agreement nor has any knowledge of the content of the agreement. Latest group filings were made on July 8, 2025.

2)Shareholders’ agreement – SoftwareOne is neither a party to the agreement nor has any knowledge of the content of the agreement. Latest Active Ownership Fund SICAV SIF SCS filings on July 30, 2025.

3)Based on the latest UBS filings from May 7, 2024.

Individual notifications published during the year under review are available on the SIX Exchange Regulation and the Euronext webpages.

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.

Capital structureAbout the corporate governance report

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