2023 Annual Report and Non-Financial Report: English

Annual Report

2023

Delivering

digital excellence.

SoftwareOne Annual Report 2023

Content

Chairman's letter to shareholders CEO letter to shareholders Our purpose

2023 highlights

Our business

2023 facts and figures Overview

Industry environment

Vision 2026

Financial review

Introduction Results review

Alternative performance measures

Non-Financial Report (NFR)

CEO letter

ESG at SoftwareOne

Double materiality matrix

Our ESG strategy

Our ESG progress

Our climate commitment

Our social responsibility

Our corporate governance

Corporate governance report

Introduction

Group structure and shareholders Capital structure

Board of Directors

Executive Board

Shareholders' participation rights Changes of control and defense measures Black-out periods

Information policy

4

6

9

10

Compensation report

12	Letter to shareholders	119
13
Compensation policy and principles	121
18
Compensation governance	122
19
Board of Directors compensation	126
	Executive Board compensation	129
	External mandates	137
22	Report of the statutory auditor	139
23

26 Consolidated financial statements

	Consolidated income statement	142
	Consolidated statement of comprehensive
30	income	143
31	Consolidated balance sheet	144
34	Consolidated statement of cash flows	146
36	Consolidated statement of changes in equity	147
40	Notes to the consolidated financial statements	148
48	Report of the statutory auditor	203
57

74 Parent company statutory financial statements

	Balance sheet	208
83	Income statement	209
84	Notes to the statutory financial statements	210
85	Appropriation of available earnings	215
86	Report of the statutory auditor	216
105

110 Appendix

113	GRI index	220
115	Information for shareholders	224
117	Imprint	225

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SoftwareOne Annual Report 2023

Cautionary statement regarding forward- looking and non-IFRS information

This document may contain certain forward-looking statements relating to SoftwareOne Holding AG (the 'Company') and each of its subsidiaries and affiliates (jointly referred to as 'SoftwareOne' or the 'group') and its future business, development and economic performance. Such statements may be subject to a number of risks, uncertainties and other important factors, such as but not limited to force majeure, competitive pressures, legislative and regulatory developments, global, macroeconomic and political trends, the group's ability to attract and retain the employees that are necessary to generate revenues and to manage its businesses, fluctuations in currency exchange rates and general financial market conditions, changes in accounting standards or policies, delay or inability in obtaining approvals from authorities, technical developments, litigation or adverse publicity and news coverage, each of which could cause actual development and results to differ materially from the statements made in this document. SoftwareOne assumes no obligation to update or alter forward-looking statements whether as a result of new information, future events or otherwise.

Certain financial data included in this document consists of non-IFRS or adjusted financial measures. These non- IFRS or adjusted financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. You are cautioned not to place undue reliance on any non-IFRS or adjusted financial measures and ratios included herein. In addition, certain financial information contained herein has not been audited, confirmed, or otherwise covered by a report by independent accountants and, as such, actual data could vary, possibly significantly, from the data set forth herein.

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SoftwareOne Annual Report 2023

Chairman's letter to shareholders

The Board is unanimous in its confidence in SoftwareOne's strategic direction and leadership. Together with the Executive Board, we remain focused on capitalising on the fast-growing opportunities in cloud, data & AI and sharpening execution to deliver superior returns.

Adam Warby, Chairman of the Board of Directors

Dear shareholders,

As I reflect on the year that has passed, I am writing to you under circumstances that, while challenging, have been met with resilience and strategic focus by SoftwareOne. The performance of SoftwareOne in 2023 speaks to the strength of our business model and the diligent efforts of our team amidst a complex economic landscape.

Returns to shareholders

In 2023, SoftwareOne continued to demonstrate solid growth and financial discipline. Revenue increased by 8.0% YoY in constant currency to CHF 1,010.9 million. Adjusted EBITDA corresponded to CHF 245.2 million, with a margin of 24.3%.

In light of this solid performance and SoftwareOne's robust balance sheet, the Board of Directors (BoD) will propose to shareholders a dividend of CHF 0.36 per share for 2023 at our upcoming Annual General Meeting (AGM), representing a payout ratio of 50.5% of adjusted profit for the year. The proposed dividend for 2023 marks a consistent approach to shareholder returns, building on the previous year's dividend of CHF 0.35 per share. This is the fourth consecutive dividend increase since our IPO in late 2019.

Strategic review

The past twelve months at SoftwareOne have not only seen financial growth, but also increased external interest in the company. This attention from potential investors acknowledges the progress the company has made and the intrinsic value of SoftwareOne. To ensure we are taking the best path forward when met with this interest, we initiated a strategic review in July.

After a thorough and comprehensive process, backed by an independent fairness opinion, we concluded that the non-binding value indication of CHF 18.80 per share from Bain Capital provided neither sufficient certainty nor adequately reflected the fundamental value of SoftwareOne.

The BoD is unanimous in its confidence in SoftwareOne's strategic direction and leadership. Together with the Executive Board, we remain focused on capitalising on the fast-growing opportunities in cloud, data & AI and sharpening execution to deliver superior returns.

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SoftwareOne Annual Report 2023

Leadership enhancements and strategic priorities

SoftwareOne's leadership team was significantly enhanced this year. CEO Brian Duffy's track record, including a proven ability to drive innovation, growth and customer success, and Rohit Nagarajan's focus on customer- centric growth are critical to ensure SoftwareOne's comprehensive software & cloud solutions offering stays at the forefront of our industry. Their roles are integral to driving the "Lead" area of Vision 2026, helping clients access the cloud, maximise ROI of their investments, boost workforce productivity, as well as fast-track data & AI adoption.

I consider these appointments pivotal to executing the updated strategy and achieving Vision 2026 and firmly believe that today's management is ideally positioned to implement its ambitious plans.

Looking ahead: advancing Vision 2026

As SoftwareOne moves forward, the BoD, together with the Executive Board, remains focused on delivering on the promises of Vision 2026. The company's financial performance and strategic direction are set to strengthen SoftwareOne's position in the market and create value for all stakeholders.

On behalf of the BoD, I extend my gratitude to the SoftwareOne team for their unwavering dedication, to our clients for their continued trust, and to you, the shareholders, for your steadfast support. I look forward to engaging with as many of you as possible at the upcoming AGM and to the exciting opportunities that lie ahead for SoftwareOne.

Yours sincerely,

Adam Warby

Chairman of the Board of Directors

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SoftwareOne Annual Report 2023

CEO letter to shareholders

Vision 2026, which we presented at our Capital Markets Day in February 2024, represents a comprehensive roadmap designed to leverage our market position and drive revenue growth acceleration, margin expansion, and cash generation.

Brian Duffy, CEO

Dear shareholders,

The past year has been one of transformation for SoftwareOne, setting the stage for the ambitious journey that lies ahead. When I joined as CEO in May 2023, I found a company that is uniquely positioned to benefit from the ongoing transition to the cloud and the broad adoption of data & AI. These are among the megatrends that are going to shape how organisations across the world operate for years to come.

Amid this shift, and against a backdrop of an economic landscape marked by continued uncertainty in 2023, we demonstrated the robustness and adaptability of our business model and remained focused on delivering for our clients. SoftwareOne achieved solid financial results in 2023 and, by over-delivering on our operational excellence programme, laid the foundation for a new chapter of growth.

Vision 2026 - a new chapter of growth

Vision 2026, which we presented at our Capital Markets Day in February 2024, represents a comprehensive roadmap designed to leverage our market position and drive revenue growth acceleration, margin expansion, and cash generation. Based on this updated strategy, we will continue to leverage our "lead" offering in software

• cloud to deliver value-added services to our clients. We will complement this leading position by expanding in selected high-growth segments serving mid-market clients, including application modernisation and data & AI. We will also sharpen our execution through a transformed go-to-market approach, supported by a new client segmentation model, portfolio innovation, delivery excellence and talent management.

SoftwareOne's serviceable addressable market (SAM) is projected to grow at a 17% CAGR until 2026, and we are poised to seize the opportunities this offers. We will deepen partnerships with hyperscalers, drive the global rollout of Microsoft Copilot, capitalise on data & AI, and execute a focused ISV strategy. Importantly, we will also leverage the full power of our Marketplace platform, which includes Client Portal, our digital self-serveone-stop- shop.

Driven by SoftwareOne's world-class leadership team and our colleagues worldwide, we will execute on these growth priorities as we enter our next chapter of growth, to achieve our financial targets by 2026:

• Mid-teensrevenue growth
• An adjusted EBITDA margin approaching 28%
• A dividend pay-out ratio of 30 to 50% of adjusted profit

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SoftwareOne Annual Report 2023

Driving operational excellence

As we work to continue growing profitably, SoftwareOne's operational excellence programme remains a key pillar of our strategy. During 2023, we substantially exceeded our cost savings target, realising CHF 47 million in savings against a full-year target of CHF 15 million. As we continue to refine our operations, we have set an increased target of CHF 70 million in annualised savings for 2024, reflecting our ongoing commitment to operational agility and financial discipline.

These cost savings have been instrumental in supporting our profitability and will continue freeing up resources to reinvest in key strategic areas. Our operational excellence programme has contributed to a stronger and more resilient organisation, positioning us better to capitalise on the changing market dynamics and growth opportunities.

Right team to deliver on our strategy

As we demonstrated at our Capital Markets Day, we have the right leadership team and talent ecosystem in place to deliver on SoftwareOne's strategic objectives. This goes beyond the Executive Board - more than 9,300 people work diligently to support our clients as they navigate the complexities of today's fast-evolving technology environment.

Our people are our most valuable resource, particularly our highly qualified experts. Our talent development leverages initiatives ranging from our apprenticeships and our Academy programme, to the 34,000 hours we invested in further training our thousands of experts in 2023. We will continue to build on our exceptional talent base by focusing on continuously upskilling all our employees, ensuring that we can meet the business needs of our clients.

We have the right leadership team and talent ecosystem in place to deliver on SoftwareOne's strategic objectives. This goes beyond the Executive Board - more than 9,300 people work diligently to support our clients as they navigate the complexities of today's fast-evolving technology environment.

Brian Duffy, CEO

ESG commitment

Last year, we embarked on our ESG journey by publishing our inaugural report, outlining our ambitious goals for 2030. This year, I am delighted to present our Non-Financial Report as an integral part of our Annual Report, emphasising how ESG has become ingrained in the DNA of SoftwareOne. Our unwavering commitment remains steadfast: reducing our carbon footprint, assisting clients in emissions reduction, fostering an inclusive and diverse culture, supporting communities in their digital journeys, and advancing our corporate governance to the highest standard.

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SoftwareOne Annual Report 2023

Outlook for 2024

Organisations worldwide are expected to maintain their focus on digital transformation, which continues to be a priority despite the uncertain macroeconomic environment. As we execute against the strategy we presented in February 2024, we continue our journey to higher growth, targeting:

• Revenue growth in the range of 8-10%year-over-year in constant currency;
• An adjusted EBITDA margin between 24.5 and 25.5% of revenue;
• A dividend payout ratio of 30-50% of adjusted profit for the year.

This transition year will set up SoftwareOne for sustainable, attractive shareholder returns, driven by profitable growth.

As the team at SoftwareOne works to achieve these targets, I would like to thank our dedicated employees, our valued clients, our strategic partners, and you, our shareholders, for your enduring trust, unwavering support, and continued investment in SoftwareOne. Your commitment fuels our journey towards Vision 2026, and together, we will achieve new heights in the years to come.

Yours sincerely,

Brian Duffy

CEO

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SoftwareOne Annual Report 2023

Opening up

a world of extraordinary opportunities

We started bold because we believed: that technology has the power to break down barriers, augment capabilities, and open access to the global economy. To get there, you must believe in the people and places that can make it happen. For more than 20 years, we have invested heart in clients, partners, and new capabilities in regions where opportunities inspire us to reach.

With humility, resourcefulness, and a deep understanding of what we are solving and who we are solving for, we deliver the solutions that are right for each client, bringing globally high standards everywhere we go. We link experience to possibility, connect people to one another, and generate cycles of investment, development, and local impact that fuel resilience far into the future.

We open a world of opportunity

• one locality, one technology, one person at a time. We are SoftwareOne, for all our clients, partners and the communities we engage in, we open up a world of extraordinary opportunities fueled by technology.

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SoftwareOne Annual Report 2023

2023 highlights

January

New brand identity and market positioning launched to reflect SoftwareOne's transformation into a leading global software and cloud solutions provider

April

Brain Duffy appointed as Chief Executive Officer and member of the Executive Board as of May 2023

June

SoftwareOne confirms that it has received an indi- cative, unsolicited and non-binding offer from Bain ­Capital for the acquisition of 100% of the company (CHF 18.50 per share). The BoD rejects such offer

August

SoftwareOne delivers solid results in H1 2023 and reiterates full-year guidance

First ESG report published, with commitment to reach net zero for scope 1 & 2 emissions by 2030

October

Sonia Caso appointed as Regional President Latin America

January 2024

Acquisition of Novis Euforia, a Spanish SAP and cloud services provider

Rohit Nagarajan appointed as Chief Revenue Officer and member of the Executive Board as of January 2024

SoftwareOne announces the conclusion of its

strategic­ review launched in July 2023, and that ­SoftwareOne will remain a standalone public company

March

SoftwareOne announces FY 2022 results, delivering 14% YoY growth with adjusted EBITDA margin above 25%

May

Shareholders elected Adam Warby as new Chairman of the Board of Directors

SoftwareOne delivers solid start in Q1 2023 and reiterates full-year guidance

July

SoftwareOne confirms that it has received a second ­indicative, unsolicited and non-binding offer from Bain Capital for the acquisition of 100% of the Company (CHF 19.50-20.50 per share), subject to various conditions

SoftwareOne Board of Directors rejects revised offer from Bain Capital and initiates strategic review

September

SoftwareOne named a Leader in the 2023 Gartner® Magic Quadrant™ for Software Asset Management Managed services for the fourth year in a row

November

SoftwareOne commits to science-based targets

SoftwareOne revises full-year revenue growth guidance to high single-digit, with unchanged adjusted EBITDA margin target of 24-25%;mid-term guidance maintained

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