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

SoftwareOne Founding Shareholders reaffirm their proposal for a reset at Board level and announce their support of Till Streichert as a new independent member

Zurich, 3 April 2024 – Daniel von Stockar, B. Curti Holding AG and René Gilli – together forming the founding shareholders group holding 29% of SoftwareOne Holding AG (SIX: SWON) – reaffirm their proposal for the removal of all current members of the Board of Directors, with the exception of Daniel von Stockar, at the EGM/AGM on 18 April 2024.

In this context, the founding shareholders today announced that they will support the election of Till Streichert, who has been nominated by the current board as a new independent member. Annabella Bassler, an independent candidate nominated by the founding shareholders, has withdrawn her candidacy. The founding shareholders will also nominate Till Spillmann as a member of the Nomination & Compensation Committee.

Furthermore, due to recent false and misleading information, the founding shareholders emphasize^[1] once again that Jörg Riboni, Andrea Sieber and Till Spillmann, whom they are nominating as independent board members, are in no way tied or otherwise affiliated with them. In particular, the founding shareholders reaffirm that there are no agreements, engagements or other instructions nor any business or personal relations between them and the proposed independent members. The candidates have already expressed before their nomination that they would only accept an election as independent members.

The current board’s proposal to form a mixed board under its majority by including two candidates nominated by the founding shareholders as their representatives is therefore based on wrong factual assumptions as the candidates do not stand for election as representatives of the founding shareholders. The founding shareholders disagree with the current board’s and ISS’s classification of the independent board candidates as non-independent. In addition, a mixed board would not resolve the existing conflict within the board and with the largest shareholder group – a conflict that impairs the company’s progress. The founding shareholders are convinced that SoftwareOne can best develop with a comprehensive reset at board level.

New legal opinion

On the subject of independence and conflict of interest, Hans-Ueli Vogt, Professor of Private and Business Law at the University of Zurich, concludes in a legal opinion¹ that “the fact that candidates were proposed by the founding shareholders does not affect their independence, neither as a matter of law nor as a matter of corporate governance standards”. And, “neither the two founding shareholders who stand for election nor the independent board candidates would, if elected, be subject to a permanent and structural conflict of interest, or any other kind of conflict of interest, solely because they are shareholders or nominated by shareholders, respectively”.

Professor Vogt also highlights that should the candidates proposed by the founding shareholders be elected to SoftwareOne’s board of directors, the board would be well-equipped to fulfill its duties effectively while ensuring full compliance with the laws and regulations pertaining to conflicts of interest as stipulated by corporate law and relevant authorities, including takeover rules.

Further information including the legal opinion can be found at:

SWON Founding Shareholders Public Information

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

^[1] All statements on independence also apply to Annabella Bassler