SoftwareOne Founding Shareholders request the convening of an EGM

Media release from Daniel von Stockar, B. Curti Holding AG, René Gilli

SoftwareOne Founding Shareholders request the convening of an EGM

Zurich, 5 February 2024 – Daniel von Stockar, B. Curti Holding AG and René Gilli – together forming the Founding Shareholders group holding approx. 29% of SoftwareOne Holding AG (SIX: SWON) – have requested the company’s Board of Directors to convene an Extraordinary General Meeting to elect a new Board with no delay.

SoftwareOne’s founding shareholders fundamentally disagree with the Board of Directors’ conclusion of the strategic review and are of the opinion that the recent non-binding offer for a going-private transaction should have been presented to shareholders.

The founding shareholders therefore request the convening of an EGM, proposing the removal of the current Chair as well as all current members of the Board, with the exception of Daniel von Stockar, who did not participate in the Board discussions since the launch of the recent approach for a going-private transaction. Annabella Bassler, Jörg Riboni, Andrea Sieber and Till Spillmann are proposed as new independent Board members, whereby Andrea Sieber will be Vice Chair and act as Lead Independent Director. Daniel von Stockar and René Gilli will stand for election as Chair and as an additional Board member, respectively.

The founding shareholders believe that the right conditions for SoftwareOne’s next phase of growth are best provided in a private context, and that a going-private transaction with the right partner is in the best interest of SoftwareOne and all stakeholders. On 15 January 2024, the current Board rejected a going-private transaction based on a value indication of CHF 18.80 per share, which the founding shareholders believe would be supported by other major investors, too. The founding shareholders now feel they need to take action out of responsibility for the business, shareholders, employees and other stakeholders.

Contact
Karin Rhomberg
Lemongrass Communications AG
Claridenstrasse 22
8002 Zurich
+41 44 202 52 65
karin.rhomberg@lemongrass.agency

Dr. Annabella Bassler

Dr. Annabella Bassler brings significant expertise in finance, controlling, as well as senior leadership from her role as the CFO of Ringier AG.

She has been the CFO of Ringier AG since 2012. She joined Ringier in 2007 and was the Head of Corporate Finance/Treasury from 2008 to 2012. In addition, Annabella Bassler restructured Ringier’s operations in Romania into a profitable and modern media company from mid-2014 until 2021.

Additionally, to her current role as CFO, she is Chair of the Board of Directors at Ringier Axel Springer Polska sp. z o.o., and a member of the Board of Directors at Ringier Digital Ventures AG, Ringier Axel Springer Schweiz AG, Ticketcorner AG, and Hallenstadion AG where she focuses on strategy, M&A activities and financial management.

In November 2019, she initiated the EqualVoice initiative, underscoring her commitment to gender equality in media. The core of the initiative is an algorithm making gender equality in media measurable.

Before joining Ringier, she worked at the finance department of Hamburg Süd, the shipping company of the Oetker Group, from 2004 to 2007.

Annabella Bassler studied Economics at the European Business School in Oestrich-Winkel, Buenos Aires and Los Angeles, where she also received her doctorate. She was born in 1977 and is a Swiss and German citizen.

Jörg Riboni

Jörg Riboni is a renowned finance and audit expert with international experience.

He has an extensive track record as CFO and has served on the Board Directors of several companies. Jörg Riboni was the CFO of Emmi AG from 2013 to 2019, the CFO of Forbo Holding AG from 2005 to 2012, the CFO of Sarna Group from 1997 to 2005 and the CFO of Jelmoli AG from 1995 to 1997. Before that, he was Chief Financial and Administrative Officer at Lacoray Group (Cosa Liebermann) from 1991 to 1995.

He served on the expert commission of the Swiss stock exchange SIX from 1999 to 2010 and was a member of the Swiss GAAP FER Commission from 1999 to 2006.

Jörg Riboni started his career as an auditor at Peat, Marwick, Mitchell & Co from 1985 to 1988, and subsequently served at Deloitte & Touche from 1988 to 1991.

He has prior experience with enterprise software services through his time on the Board of ERNI AG, a Swiss software engineering company. Additionally, he served on the Special Expert Committee of Sika AG and was a Board member and Chair of the Audit Committee at Hochdorf Holding AG and ARYZTA AG.

He is currently the Chair of the Board of Directors at Rothorn Group AG, a Board member and Chair of the Audit Committee at HERITAGE B B.V. and serves on the Board of Glas Troesch AG.

Jörg Riboni holds a degree in Economics from the University of St. Gallen and received his CPA in 1990. He was born in 1957 and is a Swiss citizen.

Andrea Sieber

Andrea Sieber is a renowned legal, mergers and acquisitions, as well as corporate governance expert.

She is a partner at the Swiss law firm MLL Legal AG, where she started her career in 2003 and specializes since twenty years on national and cross-border M&A, private equity and capital market transactions and advises clients on corporate governance topics and general corporate and commercial laws. She co-leads the firm's M&A Practice Group since 2015 and served as CFO in the firm’s management board from 2021 to 2023.

Since 2016 until today she serves as Vice Chair of the Board of Directors of Allreal Holding AG, a publicly listed real estate company in Switzerland, and heads Allreal's Nomination and Compensation Committee. From 2011 to 2017 she served as Chair of the Supervisory Board of Roth & Rau AG (today: Meyer Burger Germany GmbH), a formerly publicly listed German company. In addition, she serves as a member of the Board of Directors of four other private Swiss companies.

Andrea Sieber holds law degrees from the University of St. Gallen law school (lic. iur. HSG) and the University of California, Davis, school of law (LL.M.) and is admitted to the Swiss bar since 2003. She was born in 1976 and is a Swiss citizen.

Dr. Till Spillmann

Dr. Till Spillmann is a renowned legal, capital markets, mergers and acquisitions, as well as investment expert.

He currently acts as co-founder and partner at Argon Management AG, a private investment firm, which he co-founded in January 2024. In 2014, he also co-founded Actium AG, an independent owner-led Swiss investment company investing in real estate, private equity and private debt and offering related structuring solutions. Actium not only holds a Swiss real estate portfolio comprising over 900 apartments, commercial properties and serviced apartments, but also holds, amongst other investment, stakes in Vision Group AG as well as Hair and Skin Medical AG. In addition to his engagement as an independent investor, Till Spillmann had been partner at Niederer Kraft Frey AG from 2018 to 2022 as well as managing partner at Baer & Karrer AG between 2014 and 2017 where he started his legal career in 2004. He specialized in private and public M&A, capital markets and financing transactions, as well as corporate governance. He started his career at McKinsey and Company.

Till Spillmann currently serves, among others, as Chair of the Board of Directors at Chronext Group AG and Actium AG as well as a member of the Board of Directors at Argon Management AG. In addition, he also serves as Chair of the Board of Directors at ImmoMentum AG, the real estate investment vehicle at Actium AG.

Till Spillmann received a doctor title in law from the University of Zurich in 2004 and was admitted to the bar in Switzerland in 2006. He was born in 1977 and is a Swiss citizen.

René Gilli

René Gilli’s broad experience in the industry as well as his contribution to the company as a founding shareholder of SoftwareOne Holding AG make him a valuable addition to the Board of Directors.

René Gilli has a long track record at the company having co-founded the firm by merging his company, MicroWare, which dates back to 1992, with Softwarepipeline in 2005 and thus paving the way for a successful founding of SoftwareOne in 2006. Additionally, he was a member of the Board of Directors at SoftwareOne until 2022.

He currently serves as Chair of the Board of Directors at Alivant AG.

René Gilli holds a degree in Economics and Information Technology of the Business IT School/ School of Economics and Business Administration of Lucerne (today Lucerne University of Applied Sciences and Arts). He was born in 1958 and is a Swiss citizen.

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