2024 AGM Invitation: English | German

Invitation

to the

2024 Annual General Meeting of Shareholders of SoftwareOne Holding AG

Date and Time: Thursday, 18 April 2024, at 3:00 pm CEST (doors open at 2:00 pm CEST)

Place:

KKL Lucerne (Kultur- & Kongresszentrum Luzern), Europaplatz 1, 6005 Lucerne, Switzerland

SoftwareOne Holding AG, Riedenmatt 4, CH-6370 Stans

www.softwareone.com

Introductory Remarks by the Board of Directors to the Agenda

This invitation to the annual general meeting (AGM) of SoftwareOne Holding AG (the Company) does not only include the agenda items and the proposals by the Board of Directors, but in addition the proposals by the shareholders Daniel von Stockar, B. Curti Holding AG and René Gilli, together holding 29% of the shares in the Company (the 29%-Block). The 29%-Block submitted a request on 5 February 2024 to remove the existing Board of Directors and replace it by a slate of candidates nominated by, and partly consisting of, the 29%-Block (the Block Nominees).1

As explained in more detail in the separate shareholder letter we believe that the proposal put forward by the 29%-Block to replace the entire Board of Directors (except for Daniel von Stockar) is detrimental to the Company and all its stakeholders:

• Currently, the Company has an independent, competent, experienced and diverse Board of Directors, meeting the needs of a company with a global presence in over 60 countries in the highly dynamic software and cloud solutions business.
• Whilst we do not doubt that the Block Nominees have qualities in their respective fields of expertise, we doubt that the Block Nominees collectively bring the right and diverse knowledge, skillset and experience to responsibly lead and represent the Company in its industry and in a demanding market environment for the best of the Company and all its stakeholders.
• Given the Block Nominees are all nominated by the 29%-Block with a clear, publicly announced, personal agenda, their independence from the 29%-Block is questionable and loyalty conflicts seem inevitable.

Nevertheless, we do not want to ignore the requests made by the 29%-Block and are open to increasing their representation on the Board of Directors to proportionally reflect their participation in the Company. The Board of Directors therefore proposes the election of:

• Five experienced members of the existing slate: José Alberto Duarte, Jim Freeman, Marie- Pierre Rogers, Elizabeth Theophille, and Adam Warby as Chairman;
• one new candidate, Till Streichert, selected by the Board of Directors in a regular nomination process to succeed our current chair of the Audit Committee, Timo Ihamuotila, who is not standing for re-election; and
• three of the Block Nominees (Annabella Bassler, Andrea Sieber and Daniel von Stockar). As the Block Nominees have collectively declined to engage in any discussions with us and participate in the regular assessment process, we had to base the assessment of their independence, qualification and intentions on the information submitted by the 29%-Block(re-printed in this invitation) and other publicly available information. The three recommended

1 See the Company's invitation to an extraordinary general meeting (EGM) dated 6 March 2024 to comply with the deadlines set in our Articles of Incorporation. As first agenda item, the 29%-Block proposed the removal of all current members of the Board of Directors except for Daniel von Stockar. As the term of office of all current members of the Board of Directors expires at the end of this AGM in any event, the agenda item "Removal of Members of the Board of Directors" as proposed by the 29%-Block has become obsolete and is therefore not put to a vote at this AGM. The other agenda items proposed by the 29%-Block conform in substance with the AGM agenda items of the Board of Directors.

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candidates would add diversity, and legal know-how would be strengthened by one candidate (Andrea Sieber), given that Isabelle Romy is not standing for re-election.

However, the current members of the Board of Directors and Till Streichert as new candidate of the Board of Directors do not consider it as reconcilable with good corporate governance, and would not see the Board of Directors being able to pursue the best interests of the Company with due care and properly addressing potential conflicts of interests, if they cannot bring their skillset to the table or could be minorized by the Block Nominees acting under the helm of Daniel von Stockar as chair. As a consequence,

• if the Block Nominees do have a majority on the Board of Directors, or
• if Daniel von Stockar is elected as Chairman,

José Alberto Duarte, Jim Freeman, Marie-Pierre Rogers, Elizabeth Theophille and Adam Warby do not intend to accept a re-election and Till Streichert does not intend to accept an election.

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Contents

1 Management Report, Annual Statutory and Consolidated Financial Statements for

the Financial Year 2023

6

1.1 Approval of the Management Report, the Annual Statutory Financial Statements and the

	Consolidated Financial Statements for the Financial Year 2023	6
1.2	Approval of the Non-Financial Report 2023	6
1.3	Consultative Vote on the Compensation Report 2023	6
2	Appropriation of Retained Earnings and Distribution of Non-Swiss Capital
	Contribution Reserves	7
3	Discharge of the Members of the Board of Directors and the Members of the
	Executive Board	8
4	Election of Members of the Board of Directors	8
4.1	Re-Election of José Alberto Duarte	8
4.2	Re-Election of Jim Freeman	8
4.3	Re-Election of Marie-Pierre Rogers	8
4.4	Re-Election of Elizabeth Theophille	8
4.5	Re-Election of Adam Warby	8
4.6	Election of Till Streichert	8
4.7	Election of Annabella Bassler	10
4.8	Election of Andrea Sieber	10
4.9	Re-election of Daniel von Stockar	10
4.10	Election of René Gilli	10
4.11	Election of Jörg Riboni	10
4.12	Election of Till Spillmann	10
5	Election of the Chairperson of the Board of Directors	13
5.1	Re-Election of Adam Warby	13
5.2	Election of Daniel von Stockar	13
5.3	Tie-breaker vote	13
6	Election of the Members of the Nomination and Compensation Committee	14
6.1	Re-Election of Marie-Pierre Rogers	14
6.2	Re-Election of José Alberto Duarte	14
6.3	Re-Election of Adam Warby	14
6.4	Election of Annabella Bassler	14

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6.5	Election of René Gilli	14
6.6	Election of Andrea Sieber	14
7	Election of the Independent Proxy	15
8	Election of the Auditors	15
9	Approval of the Maximum Aggregate Compensation Amounts for the Members of
	the Board of Directors and the Executive Board	15

9.1 Approval of the Maximum Aggregate Compensation for the Members of the Board of

Directors for the Period Until the Following Annual General Meeting

15

9.2 Approval of the Maximum Aggregate Compensation for the Members of the Executive

Board for the Financial Year 2025

16

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Agenda

1 Management Report, Annual Statutory and Consolidated Financial Statements for the Financial Year 2023

1.1 Approval of the Management Report, the Annual Statutory Financial Statements and the Consolidated Financial Statements for the Financial Year 2023

Proposal: The Board of Directors proposes that the Management Report, the Annual Statutory Financial Statements and the Consolidated Financial Statements for the financial year 2023 be approved.

Explanation: Based on the results of their audit, the statutory auditors, Ernst & Young AG, Zurich, confirmed that the Annual Statutory and Consolidated Financial Statements of SoftwareOne Holding AG for the financial year 2023 comply with Swiss law and the Articles of Incorporation. The Annual Report which includes the Management Report, the Annual Statutory and Consolidated Financial Statements is available online at https://report.softwareone.com/ar23/.

1.2 Approval of the Non-Financial Report 2023

Proposal: The Board of Directors proposes that the Non-Financial Report for the financial year 2023 be approved.

Explanation: In line with art. 964c para. 1 of the Swiss Code of Obligations, the Board of Directors submits the Non-Financial Report 2023 to the shareholders for approval. The Non-Financial Report 2023 informs shareholders on SoftwareOne's achievements regarding environmental, social and governance topics including respect for human rights and the fight against corruption. The Non- Financial Report 2023 is available online at https://report.softwareone.com/ar23/ceo-letter.

1.3 Consultative Vote on the Compensation Report 2023

Proposal: The Board of Directors proposes that the Compensation Report for the financial year 2023 be approved in a consultative vote.

Explanation: In line with art. 735 para. 3 no. 4 of the Swiss Code of Obligations, the Board of Directors submits the Compensation Report 2023 to the shareholders for a consultative vote. The Compensation Report 2023 informs shareholders on the compensation awarded to members of the Board of Directors and the Executive Board in 2023. It also provides information on the decision- making process in compensation matters and sets out SoftwareOne's compensation policy and

principles. The Compensation Report 2023 is available online at https://report.softwareone.com/ar23/cr_letter-to-shareholders.

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2 Appropriation of Retained Earnings and Distribution of Non-Swiss Capital Contribution Reserves

Proposal: The Board of Directors proposes that the retained earnings of SoftwareOne Holding AG for the financial year 2023 be appropriated as follows and that the following distribution from non- Swiss capital contribution reserves of CHF 0.36 per registered share be made:

(CHF)

Retained earnings	2023
Retained earnings brought forward	206,233,211
Profit for the period	23,818,885
Voluntary retained earnings before proposed distribution	230,052,096
Voluntary retained earnings after proposed distribution	230,052,096

Capital contribution reserve	2023
Capital contribution reserves brought forward (Swiss)	18,761,557
Capital contribution reserves after proposed distribution (Swiss)	18,761,557
Capital contribution reserves brought forward (non-Swiss)	80,488,695
Proposed distribution out of capital contribution reserves (non-Swiss)	-57,089,326
Capital contribution reserves after proposed distribution (Non-	23,399,369
Swiss)

Explanation: The Board of Directors proposes a dividend in the form of a distribution from non- Swiss capital contribution reserves of CHF 0.36 per registered share. This corresponds to a gross distribution in the total amount of CHF 57,089,326 based on the total number of shares issued. No distribution is made on own shares held by the Company or its subsidiaries. Payments out of reserves from non-Swiss capital contributions are free of Swiss federal withholding tax and not subject to income tax for Swiss resident individuals holding shares of the Company as a private investment. The proposed dividend is in line with the Company's dividend policy. The proposal by the Board of Directors mirrors the Company's solid performance and strong balance sheet, resulting in the fourth consecutive dividend increase since the Company's IPO in late 2019. If this proposal is approved, the distribution out of reserves from non-Swiss capital contributions will be made without deduction of Swiss withholding tax as from 24 April 2024. The shares will be traded ex-dividend as from 22 April 2024.

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3 Discharge of the Members of the Board of Directors and the Members of the Executive Board

Proposal: The Board of Directors proposes to grant discharge to the members of the Board of Directors and the members of the Executive Board for the financial year 2023.

Explanation: In line with art. 698 para. 2 no. 7 of the Swiss Code of Obligations, the AGM is competent for the discharge resolution.

4 Election of Members of the Board of Directors

Proposal of the Board of Directors: The Board of Directors proposes the re-election and election of the following persons as members of the Board of Directors for a term of office until completion of the next Annual General Meeting:

1. Re-Electionof José Alberto Duarte
2. Re-Electionof Jim Freeman
3. Re-Electionof Marie-Pierre Rogers
4. Re-Electionof Elizabeth Theophille
5. Re-Electionof Adam Warby
6. Election of Till Streichert

Explanation by the Board of Directors: See introductory remarks above. In particular, as explained above, the current member of the Board of Directors and Till Streichert do not consider it as reconcilable with good corporate governance, and would not see the Board of Directors being able to pursue the best interests of the Company with due care and properly addressing potential conflicts of interests, if they cannot bring their skillset to the table or could be minorized by the Block Nominees acting under the helm of Daniel von Stockar as chair. As a consequence, if

• the Block Nominees do have a majority on the Board of Directors, or
• Daniel von Stockar is elected as Chairman,

José Alberto Duarte, Jim Freeman, not intend to accept a re-election

Marie-Pierre Rogers, Elizabeth Theophille and Adam Warby do and Till Streichert does not intend to accept an election.

José Alberto Duarte is a Portuguese citizen and a member of the Board of Directors since 2019. He is also a member of the Nomination and Compensation Committee and of the ad hoc ESG Committee. José has an extensive background in leading publicly listed and privately held global technology companies with a particular focus on high growth and transformation. He started his career at Unilever Portugal and Accenture (previously Andersen Consulting) and spent around 20 years in senior leadership positions at SAP, such as Global President Services, President Europe Middle-East and Africa and President Latin America. He was thereafter the Chief Executive Officer of Infovista, Unit4 and Infinitas Learning. José serves as a Non-Executive Director at Hallo and is

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the Chairman of the Advisory Board of ProAlpha. Previously he was a Non-Executive Director at Bureau Van Dijk, TechEdge, Infovista, Expereo and Gelato. José Alberto Duarte majored in Accounting and Management at the Instituto Superior de Contabilidade e Administração de Lisboa and completed post-graduate education in Global Leadership at Insead and Sales and Marketing at ISTE.

Jim Freeman is an American citizen and a member of the Board of Directors since 2022. He is also a member of the Innovation and Audit Committees. Jim is a renowned product, technology, and digital platform expert. He served as Chief Business & Product Officer at Zalando, overseeing the development, marketing, and growth of Zalando's consumer offerings, from April 2021 until April 2023, and as Chief Technology Officer (CTO) from April 2019 until April 2021, having worked previously as Senior Vice President Engineering. Prior to this role, he worked for Amazon, where he served in product, technology, and general business management leadership roles for Prime Video from 2009 to 2016 and for Alexa Communications from 2017 to 2018. Before that, he was Chief Technology Officer at MaxMedia from 2007 to 2009. He currently also serves as a senior advisor to Permira. Jim Freeman holds a Bachelor of Arts in Comparative Literature from the University of Georgia and a Bachelor of Science in Computer Science from the University of Illinois.

Marie-PierreRogers is a Swiss and Spanish citizen and Vice Chair of the Board of Directors since 2023. She joined the Board of Directors as a member in 2019 and has served as Chair of the Nomination and Compensation Committee. Previously, Marie-Pierre led an executive career in Supply Chain and Transportation with DHL, FedEx and IATA as well as in Technology at Citibank and as CEO and member of the Board of CPGMarket.com from 2000 to 2006. She was a member of the Board of La Virgen from 2014 to 2017. She also led Spencer Stuart's Swiss Board and EMEA Supply Chain practices and was a member of the firm's global Industrial and Technology, Media & Telecommunications practices between 2011 and 2022. She focuses on non-executive and C-level roles in the technology and industrial spaces. She currently also serves as an advisor to AELER Technologies. Marie-Pierre Rogers holds an MBA from the University of Chicago Booth School of Business. In case of her re-election to the Board of Directors, Marie-Pierre Rogers will also be proposed for re-election to the Nomination and Compensation Committee, in which she is intended to continue her role as chairwoman.

Elizabeth Theophille is a British citizen. She has been a member of the Board of Directors since 2023, also being a member of the Innovation Committee and the Audit Committee. She has a strong track record of leading technology and digital transformations at multi-national organizations across several industries. Most recently, she served as Chief Technology Transformation Officer and held various leadership roles at Novartis from 2016 to 2023. Prior to that, she worked for Alcatel Lucent/Nokia (2011-2016), Capgemini (2009-2011) and BP (2005-2009). Elizabeth Theophille holds a Computer Science Degree from the Glasgow College of Commerce and a BA with Honors in Business Administration from the International Management Centre, Buckingham.

Adam Warby is a UK citizen. He has been a member of the Board of Directors since 2021 and Chairman since 2023. He is also a member of the Nomination and Compensation Committee. Adam is the founder and previous Chief Executive Officer of Avanade, a joint venture between Microsoft and Accenture, and a leading provider of digital, cloud and advisory services and sustainable industry solutions. Before that, he held various management positions at Microsoft, most recently as General Manager Midwest in the US, from 1991 to 2000. He currently serves as Chairman of Heidrick

• Struggles International, and as a senior technology advisor to KKR. Adam Warby holds a Bachelor of Science in Mechanical Engineering from the Imperial College London.

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Detailed information on the current members of the Board of Directors and their roles and professional background can be found in the "Corporate Governance" Section of the Annual Report 2023, available online at https://report.softwareone.com/ar23/.

Till Streichert is a German citizen. Since September 2020, Till Streichert has been serving as the Chief Financial Officer of Amadeus IT Group. From 2008 until 2020, he held various positions at Vodafone respectively Vodacom, most recently as Chief Financial Officer and Executive Director of Vodacom Group. Till Streichert has more than 20 years' experience supporting financial and operational transformations through expertise in financial strategy, business leadership, revenue and profit growth in international environments. Till Streichert has had a broad and successful career within large international corporations in a diverse range of finance and commercial roles. He started his career at T-Mobile Germany before holding various roles at T-Mobile UK as well as serving as a strategy consultant at The Boston Consulting Group. He has a PhD in philosophy and a Master's Degree in political sciences & philosophy, both from the University of Hannover, Germany.

Proposal of the 29%-Block: The 29%-Block proposes the election of the following new members of the Board of Directors for a term of office until completion of the next Annual General Meeting:

1. Election of Annabella Bassler
2. Election of Andrea Sieber
3. Re-electionof Daniel von Stockar
4. Election of René Gilli
5. Election of Jörg Riboni
6. Election of Till Spillmann

Recommendation by the Board of Directors as regards the Block Nominees: The Board of Directors proposes to elect Annabella Bassler, Andrea Sieber and Daniel von Stockar and reject René Gilli, Jörg Riboni and Till Spillmann, for the reasons laid down in the introductory remarks above. In particular, please note that if the Block Nominees do have a majority on the Board of Directors or if Daniel von Stockar is elected as Chairman, the current members of the Board of Directors José Alberto Duarte, Jim Freeman, Marie-Pierre Rogers, Elizabeth Theophille and Adam Warby do not intend to accept a re-election and Till Streichert does not intend to accept an election as members of the Board of Directors.

Explanations provided by the 29%-Block:*

"With a renewed competent, objective, business-oriented Board of Directors, the Founding** Shareholders intend to establish an open-minded governing body to evaluate a public-to- private transaction, taking into account the market environment, SoftwareOne's positioning, the Company's existing growth and value creation potential as well as the interests of all stakeholders."

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