SoftwareOne Holding AG ("the company") and its subsidiaries (together "the group" or "SoftwareOne") is a leading software and cloud service provider. It develops and delivers the technology solutions that modernise applications and software in the cloud, while enabling those purchases and optimising those investments over time.

The company is incorporated and domiciled in Stans, Switzerland. The address of its registered office is Riedenmatt 4, 6370 Stans. SoftwareOne Holding AG is traded on the SIX Swiss Exchange and since 3 July 2025 on the Euronext Oslo Børs under the ticker symbol "SWON".

These interim condensed consolidated financial statements for the six months ended 30 June 2025 were authorised for issue by the Board of Directors on 27 August 2025.

Basis of presentation

The interim condensed consolidated financial statements for the six months ended 30 June 2025 have been prepared in accordance with IAS 34 "Interim Financial Reporting".

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the group’s annual financial statements as of 31 December 2024 approved by the Board of Directors on 25 March 2025.

The accounting policies applied in these interim condensed consolidated financial statements are the same as those applied in the group’s consolidated financial statements as of and for the year ended 31 December 2024 except for changes effective from 1 January 2025.

As of 1 January 2025, the amendment to IAS 21: "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability" entered into force, but did not have a significant impact on the group. SoftwareOne has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Foreign currency translation

The following exchange rates were used:

Seasonality of operations

The results of SoftwareOne group are subject to significant seasonality effects. Total revenue peaks towards the end of the second quarter as a result of year-end campaigns by Microsoft, our most important software vendor, whose fiscal year ends on 30 June, and towards the end of the fourth quarter of the financial year, driven by the IT budget cycle of many of our customers.

Changes in SoftwareOne's financing structure

In preparation of the Crayon acquisition, SoftwareOne entered into a bridge term loan facility agreement in the first half of 2025. The aggregate commitments made available under the bridge facility amount to CHF 700 million divided across the cash consideration of the offer including the compulsory acquisition (bridge facility A of CHF 500 million) and refinancing Crayon’s existing debt (bridge facility B of CHF 200 million). The bridge facility includes customary covenants, including a leverage ratio-based financial covenant. It matures on 31 October 2025, subject to further extension to a maximum of additional 6 months. As of 30 June 2025, the bridge facility A was drawn for an amount of TCHF 424,226. SoftwareOne refinanced the bridge facility A into a long-term financing structure in July 2025.

In addition to the existing client-related factoring programs, new portfolio factoring programs were established for SoftwareOne Germany and SoftwareOne US. Provided that defined eligibility criteria are met, invoices are sold on a non-recourse basis. The German program has a purchase limit of EUR 150 million. The US program includes a limit of USD 115 million plus additional USD 95 million for a specific purchase relating to a single obligor. All receivables sold under the portfolio programs are insured against default risks. Receivables subject to these factoring arrangements are derecognised upon sale. SoftwareOne presents liabilities to factoring partners for forwarding incoming payments from customers under current other payables.

Other effects affecting the reporting period

In the first half of 2025, SoftwareOne released provisions for two legal cases in the amount of TCHF 4,722 to other operating income due to a settled legal dispute and a reassessment of a further risk.

The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables with a remaining term of up to 12 months, as well as other current financial assets and liabilities represent a reasonable approximation of their fair values, due to the short-term maturities of these instruments.

The fair value of financial assets (equity instruments) is based on observable price quotations at the reporting date. The fair value of derivatives is determined on the basis of input factors observed directly or indirectly on the market. The fair value of foreign exchange forward contracts is based on forward exchange rates. The fair value of financial liabilities (related to a swap contract) is determined based on input factors observed directly or indirectly on the market.

Financial instruments carried at fair value are analysed by valuation method. The fair value hierarchy has been defined as follows:

Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices for identical assets or liabilities at the reporting date.

Level 2: The fair value measurements are those derived from valuation techniques using inputs for the asset or liability that are observable market data, either directly or indirectly. Such valuation techniques include the discounted cash flow method and option pricing models. For example, the fair value of interest rate and currency swaps is determined by discounting estimated future cash flows, and the fair value of forward foreign exchange contracts is determined using the forward exchange market at the end of the reporting period.

Level 3: The fair value measurements are those derived from valuation techniques using significant inputs for the asset or liability that are not based on observable market data.

No transfers of the hierarchy levels have been made between 1 January 2025 and 30 June 2025.

The following table discloses financial assets and liabilities measured at fair value:

Financial assets of "Level 1" consist of an investment in 6,259,613 shares in Crayon Group Holding ASA, Norway. In the period to 30 June 2025, the group recognised a fair value gain of TCHF 9,585 in finance income (comparative period: TCHF 21,574). For a part of these listed equity instruments, the group entered into a total return swap agreement in 2022, in which it sold shares but remained exposed to the price risk related to these shares and therefore continued to recognise the shares as financial asset and a liability for the receipts from swap contracts, refer to section 4.1 Financial risk factors in the Annual Report 2024. In April 2025, the total return swap agreement was amended allowing for a early termination and physical settlement of the swap. On 27 June 2025, SoftwareOne has terminated the agreement and exercised the physical settlement option. The shares were transferred back to SoftwareOne at the inception price of the total return swap. The recorded financial liability for the receipts from swap contracts was settled at TCHF 35,739 which is presented under investing cashflow.

The change in carrying values associated with "Level 3" contingent consideration liabilities from 31 December 2024 to 30 June 2025 is set forth below:

The contingent consideration liability relates to the acquisition of Medalsoft and depends on the achievement of certain fixed events (TCHF 2,085) and the retention of a key employee with continuing employment (TCHF 3,564). The cash outflows are expected on a yearly basis until 2027. In the event of termination by this key employee, the contingent consideration is reduced.

The remaining contingent consideration of Predica, which was assigned to "Level 2" in the fair value hierarchy in 2024, was paid in 2025 in the amount of TCHF 1,431 and presented as acquisition of businesses (net of cash acquired) in investing cash flows.

SoftwareOne generates its revenue from Software & Cloud Marketplace by arranging software license agreements between software providers and end customers and managing cloud subscriptions for them (point in time). Revenue from Software & Cloud Services is generated by providing services to customers (over time), the sale of on-premise software only used to provide software asset management solutions and the resale or sale of self-developed on-premise software (point in time).

In the Software & Cloud Marketplace business a distinction is made between two types of software selling arrangements. In the direct business, the group’s obligation is only to arrange for another entity to provide the software license to the end customer and therefore receives an agency commission from the software provider. In the indirect business, the group is party to a contractual relationship between the software provider and the end customer. SoftwareOne provides pre-sales consulting services to end customers but is not primarily responsible for fulfilling the promise to provide the software or cloud solution. SoftwareOne invoices the end customer and receives the considerations from the end customer. In addition, SoftwareOne is compensated by the software provider to place orders and manage customer purchases on behalf of the end customer. SoftwareOne acts as an agent in both types of software selling arrangements and, hence, recognises revenue in the net amount, i.e. the agency fee or the difference between the consideration received from the end customer and cost of software purchased.

For management purposes, SoftwareOne is organised by geographical areas. The below breakdown of revenue follows the regional clusters by the group’s operating segments, refer to Note 10 Segment reporting.

Revenue is broken down as follows:

SoftwareOne distinguishes between indirect and direct business when generating revenue from Software & Cloud Marketplace:

The dividend approved in 2025 was TCHF45,612 or CHF 0.30 per share (excluding treasury shares; prior year TCHF 55,241, or CHF 0.36 per share). An amount of TCHF 9,122 was paid out of the capital contribution reserve of SoftwareOne Holding AG and thus deducted from share premium. The dividend in an amount of TCHF 36,490 was deducted from retained earnings in these interim condensed consolidated financial statements.

In the first half of 2025, SoftwareOne granted new awards under the Long-term Incentive Plan (LTIP25). In addition, arrangements that were launched in previous years, the Employee Share Purchase Plan and the Long-term Incentive Plan (LTIP23 and LTIP24) still exist.

SoftwareOne recognised total share-based payment expenses of TCHF 6,436 for the six months ended 30 June 2025 (comparative period: TCHF 6,231). The following table discloses how the expenses are allocated to the existing share-based payment arrangements:

SoftwareOne has recognised an increase in equity in the balance sheet of TCHF 6,064 for share-based payment (comparative period: TCHF 6,218). The difference in share-based payments recorded in the interim condensed consolidated income statement compared to the related expenses recognised in equity is due to foreign exchange gains of TCHF 372 (comparative period: TCHF 13).

Long-term Incentive Plan

The LTIP grants the Executive Board, the Executive Leadership Team and selected key employees so-called performance share unit ("PSU") subscription rights. In the first half of 2025, SoftwareOne granted new awards under this plan (LTIP25), however, the vesting condition of the plans for Executive Leadership Team and selected key employees has changed compared to previous years.

LTIP25 for Executive Board

The number of PSUs granted is determined by dividing the individual LTIP grant on the grant date by the fair value of one PSU, rounding up to the next whole PSU. Each PSU subscription right securitises a right to receive shares depending on the development of the underlying vesting factor. The vesting factor depends 100% on relative total shareholder return (rTSR). The target factor is 1.00, while the minimum factor is 0.0 and the maximum factor is 2.0. The relative rTSR vesting factor depends on the TSR of the company and the TSR of the SPI Extra Index. A relative TSR of <= –33% leads to a vesting factor of 0 and a TSR of >= 33% to a vesting factor of 2.0. The rTSR vesting factor distributes linearly between the target ranges. The award cycle (service period) is 34 months from the contractual grant date.

The LTIP25 for EB members is valued using a Monte Carlo simulation.

In 2025, a total of 193,001 PSUs were granted for at a fair value of CHF 6.00 per PSU. The term of the PSUs starts on 5 March 2025 (valuation date) and ends on 31 December 2027 (end of the vesting period).

LTIP25 for Executive Leadership Team and selected key employees

Each RSU subscription right securitises a right to receive shares, subject to the service condition of continued employment with SoftwareOne at a defined point in time. The program provides for annual vesting over three-year service periods. Beginning from the contractual grant date, the award cycle (service period) is ten, 22 and 34 months.

In 2025, a total of 1,263,468 RSU were granted at a fair value of CHF 6.04 per RSU. The term of the RSUs starts on 5 March 2025 (valuation date) with annual vesting periods ending on 31 December 2025, 31 December 2026 and 31 December 2027.

As an internationally operating group, SoftwareOne is aware of proceedings, or the threat of proceedings, against it and others in respect of private claims by customers and other third parties. In addition, the group is subject to other claims and legal proceedings, as well as investigations carried out by various law enforcement authorities. With respect to the above-mentioned claims, regulatory matters, and any related proceedings, SoftwareOne will bear the related costs, including costs necessary to resolve them.

Related to a tax audit SoftwareOne is potentially exposed to a liability claim for which SoftwareOne is jointly liable for an amount up to a maximum of CHF 1.0 million (as of 31 December 2024: maximum of CHF 4.0 million). In addition, SoftwareOne’s final obligation will depend on the share of the tax liability borne by the original debtors. Based on the current assessment SoftwareOne expects most of the potential claim to be settled by the original debtors.

There are no further significant changes for the contingent liabilities disclosed in Note 25 Contingencies of the Consolidated Financial Statements 2024.

For management purposes, SoftwareOne is organised by geographical areas. The following regional clusters are the group’s operating segments:

• DACH (Germany, Austria and Switzerland)
• rEMEA (Rest of Europe, including Mauritius and South Africa)
• NORAM (USA, Canada)
• LATAM (Latin America)
• APAC (Asia Pacific, including Dubai and Qatar)

No operating segments have been aggregated to reportable segments.

The CEO is the Chief Operating Decision Maker (CODM). He assesses each of the reported segments separately for the purpose of evaluating performance and allocating resources. Revenue from Software & Cloud Marketplace, revenue from Software & Cloud Services, contribution margin and EBITDA are the key performance indicators used for internal management and monitoring purposes of the group and are reported as segment results. The group allocates revenue and expenses to regions based on the end customer’s headquarter domicile since the region is responsible for the global client relationship. There are no intersegment revenues. Different average exchange rates are used in management reporting than for group consolidation purposes.

The segment reporting presents a breakdown of revenue from Software & Cloud Marketplace and Software & Cloud Services, directly attributable delivery costs, and indirectly attributable selling, general and administrative costs (“SG&A”). The group’s financing (including finance income and finance expenses) and income taxes are managed on a group basis and are not allocated to the operating segments.

The segment totals are reconciled to the figures reported in the consolidated income statement (column “Total”) as follows:

The column “Group” includes the group cost centres and shared services costs. The column “FX & Consolidation” eliminates the effect of using differing average foreign exchange rates in the segment reporting and consolidation effects. The column “Other” includes other reconciling items that are not allocated to the segments and group in internal reporting. They consist of costs affecting comparability in operating expenses such as M&A and earn-out expenses, integration expenses related to the Crayon acquisition, restructuring expenses for the cost reduction program, other non-recurring items which mainly relate to expenses for the strategic review and income from the release of provisions and an adjustment for the upfront recognition of multi-year licensing contracts in which the end customer has the right to change the software reseller during the contract term. Additionally, the column “Other” includes an adjustment for differences in accounting policies of IFRS 16 that are not reflected in the segments, an allocation of internal delivery costs to transition from the internal to the external reporting structure and, to a limited extent, minor reconciliation items.

For the six months ended 30 June 2025

The most relevant reconciliation items in the column “Other” were related to adjustments for items affecting comparability in operating expenses and further accounting-related adjustments:

For the six months ended 30 June 2024

The most relevant reconciliation items in the column “Other” were related to adjustments for items affecting comparability in operating expenses and further accounting-related adjustments:

Additional information for business lines

Even if the regions are the operating segments, SoftwareOne internally also reports total revenue, contribution margin and EBITDA by business lines "Software & Cloud Marketplace", "Software & Cloud Services" and "Corporate", which includes non-operational group costs, to the CODM.

The business line view presents a breakdown of total revenue, directly attributable external and internal delivery costs and indirectly attributable selling, general and administrative costs.

The column "Adjustments" includes adjustments for items affecting comparability in operating expenses. In contrast to the segment reporting, the IFRS 16 adjustment and minor reconciliation items are allocated to the business lines "Software & Cloud Marketplace" and "Software & Cloud Services".

For the six months ended 30 June 2025

For the six months ended 30 June 2024

Additional geographical information

Germany, the US, Switzerland and the Netherlands are the main geographical markets for SoftwareOne and represent approximately 46% (comparative period: 48%) of total revenue. Revenue is reported based on the customer's headquarter domicile:

SoftwareOne has generated 37% of total revenues with the customer Microsoft (comparative period: 32%). The revenue derives from all segments. Microsoft is our only customer aggregating more than 10% of our total revenues.

From the balance sheet date until the interim condensed consolidated financial statements were approved by the Board of Directors on 27 August 2025, the following significant events occurred:

Acquisition of Crayon

On 2 July 2025, SoftwareOne completed the transaction to acquire Crayon Group Holding ASA, Norway (“Crayon”), combining two leading global providers of software and cloud solutions. With settlement of the offer, SoftwareOne acquired 75,941,335 Crayon shares, ending up in approximately 91.77% of the share capital and voting rights in Crayon. A compulsory acquisition (squeeze out) of all remaining Crayon shares pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act was initiated. As control was gained immediately, the squeeze out is also part of the business combination.

As a result, SoftwareOne assumed ownership of 100% in Crayon. Settlement took place on 8 July 2025. The secondary listing and trading of the SoftwareOne shares on Euronext Oslo Børs commenced on 3 July 2025. The shares of Crayon Group Holding ASA were delisted from trading on Euronext Oslo Børs on 11 July 2025.

Prior to the acquisition, the creation of a capital band was approved at the Extraordinary General Meeting on 11 April 2025, authorising the Board of Directors to issue up to 72,205,459 fully paid-up registered shares.

Given the recent acquisition date, the fact that SoftwareOne only obtained access to information after closing and the status of the accounting for the business combination, the information required by IFRS 3 Business Combinations can only be partially made and the amounts disclosed remain provisional.

Purchase consideration

The following table reflects the breakdown of the total consideration:

The share consideration for the newly issued 62,521,493 SoftwareOne shares amounts to TCHF 472,037, based on the closing share price of CHF 7.55 on the SIX Swiss Exchange as of 2 July 2025. Additionally, a cash payment of TCHF 419,378 (NOK 5,240 million) was made for all outstanding 75,941,335 Crayon shares. The price payable per share in the compulsory acquisition corresponds to the offer price under the voluntary offer ending up in a cash payment of TCHF 85,377 (NOK 1,056 million).

In December 2024, SoftwareOne entered into a foreign currency call option to hedge foreign currency risks relating to the Crayon acquisition. The option was designated as a cash flow hedge. In June 2025, SoftwareOne restructured the hedging instrument into a plain vanilla currency swap. At the date of completion, related amounts accumulated in OCI amounting to a loss of TCHF 9,506 were transferred from the hedging reserve as a basis adjustment and are included in the cash considerations for the voluntary offer and for the squeeze-out.

SoftwareOne held 6,259,613 shares prior to the completion of the transaction, equivalent to approximately 6.99% of the issued and outstanding shares in Crayon resulting in a fair value of TCHF 70,877.

The transaction was financed by bridge facilities amounted CHF 700 million to fund the total cash consideration including the compulsory acquisition and to refinance Crayon’s existing debt. For further details, refer to Note 3 Significant events of the reporting period.

Purchase price allocation and goodwill

The provisional fair values of the identifiable assets and liabilities as of the date of acquisition were:

The derivation of provisional goodwill is as follows:

The goodwill recognised primarily represents the assembled workforce and expected synergies by combining the activities of Crayon with those of the group. The goodwill is not deductible for income tax purposes. At the time of publication of the report, the allocation of goodwill to the segments had not yet been completed.

The purchase price allocation for the business combination is still provisional. If additional information becomes available, the company may further revise the purchase price allocation within the one-year period from Crayon’s acquisition date.

Estimated transaction costs – such as due diligence, legal and advisory costs totalling TCHF 19,691 – are directly attributable to this acquisition. Of this amount, TCHF 7,422 have been recognised as other operating expenses in the six-month period ended 30 June 2025.

New revolving credit facility

In July 2025, the group entered into a new financing agreement comprising an amendment and restatement of a multiple currency revolving credit facility ("RCF") with a total amount of CHF 660 million, and a CHF term loan facility of CHF 600 million. Both facilities mature in July 2029 and include one extension option, subject to approval by the lending banks after the second year. The RCF bears interest at a starting margin of 210 basis points, which may vary between 100 and 230 basis points depending on the group’s leverage ratio and the currency drawn, with interest periods ranging from one week to three months. The term loan is subject to a base rate plus a margin starting at 245 basis points, ranging from 135 to 245 basis points, available with interest periods between three and six months. Annual repayments for the term loan total CHF 50 million, payable semi-annually, beginning 31 December 2025, with any balance due at maturity or the extended maturity date.

Both facilities are subject to a loan covenant leverage ratio which is tested semi-annually and reported to management and lending banks. The leverage ratio is calculated as net debt divided by earnings before net financial items, taxes, depreciation and amortisation and must remain below 3.5x on the dates on which the leverage ratio is tested. A potential breach of covenant triggers measures which are standard in such circumstances.

Upon closing of the new agreement, the previous RCF was terminated and repaid. Additionally, Bridge Facility A was terminated and repaid, while Bridge Facility B was reduced to CHF 100 million and remains active.