SoftwareOne to close Crayon transaction on 2 July 2025; confirms Executive Board of the combined company 10 June 2025

10 Jun 2025 07:05 CEST

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Media Release – Ad hoc announcement pursuant to Art. 53 LR
SoftwareOne to close Crayon transaction on 2 July 2025; confirms Executive Board
of the combined company

10 June 2025

SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud
solutions provider, today announced that all closing conditions for its
recommended voluntary offer to acquire Crayon – including required regulatory
approvals – have been satisfied. With closing expected on or about 2 July 2025,
SoftwareOne today also confirmed the members of its Executive Board in their
current roles. As previously announced, Raphael Erb and current Crayon CEO
Melissa Mulholland will serve as Co-CEOs of the combined company.

SoftwareOne hereby announces that the closing conditions relating to listing
approval and regulatory approvals in connection with its recommended voluntary
offer to acquire all outstanding shares of Crayon have been satisfied. This
announcement therefore constitutes the settlement notification pursuant to the
prospectus.

Settlement of the offer is expected on or about 2 July 2025. Each shareholder
having accepted the offer will receive NOK 69 in cash and 0.8233 (rounded down)
newly issued shares in SoftwareOne per Crayon share.

Listing of the newly issued SoftwareOne shares on the SIX Swiss Exchange is
expected on or about 2 July 2025. SoftwareOne is currently in the process of
completing a secondary listing of the SoftwareOne shares on Euronext Oslo Børs.
The first day of trading on Euronext Oslo Børs is expected to take place on or
about 3 July 2025.

Upon completion of the offer, SoftwareOne intends to carry out a compulsory
acquisition of the remaining shares in Crayon. Following this, SoftwareOne will
pursue a delisting of the Crayon shares.

Further information about the settlement process is set out in a stock exchange
release published today on www.newsweb.no under the ticker "CRAYN".

Executive Board of combined company confirmed
The current members of the SoftwareOne Executive Board have been confirmed in
their roles after closing, in addition to Melissa Mulholland joining as Co-CEO.
• Raphael Erb, SoftwareOne’s CEO since November 2024 and Co-CEO as of closing,
will oversee activities in the regions as well as Services and Marketplace, with
all future Regional Presidents reporting to him directly. He began his career at
SoftwareOne in 1999 holding various leadership positions since then, including
Regional President APAC, and Chief Revenue Officer.
• Melissa Mullholland, Crayon’s current CEO and Co-CEO as of closing, will lead
strategy, customer platforms, GTM enablement, vendor alliances and global
functions including people & culture, finance, marketing, communications, M&A,
legal, and IT. Before joining Crayon in 2020, she spent 12 years at Microsoft
driving global cloud strategy and business development.
• Oliver Berchtold will lead Services and Marketplace of the combined company as
Chief Operating Officer. With 20 years at SoftwareOne, he brings a deep
understanding of the industry, the business as well as customer expectations.
• Julia Braun will oversee people & culture as Chief HR Officer of the combined
company. She joined SoftwareOne in 2022 and previously held HR leadership roles
in Switzerland and Austria.
• Hanspeter Schraner joined SoftwareOne on 1 June 2025 as CFO, bringing an
external perspective based on more than 20 years of international senior
financial leadership experience.

CONTACT
SoftwareOne
Anna Engvall, Investor Relations
Tel. +41 44 832 41 37, anna.engvall@softwareone.com
FGS Global, Media Relations
Tel. +41 44 562 14 99, press.softwareone@fgsglobal.com

Crayon
Kjell Arne Hansen, Investor Relations
Tel. +47 950 40 372, kjellarne.hansen@crayon.com

ABOUT SOFTWAREONE
SoftwareOne is a leading global software and cloud solutions provider that is
redefining how organisations build, buy and manage everything in the cloud. By
helping clients to migrate and modernize their workloads and applications – and
in parallel, to navigate and optimise the resulting software and cloud changes –
SoftwareOne unlocks the value of technology. The company's ~9,000 employees are
driven to deliver a portfolio of 7,500 software brands with a presence in over
60 countries. Headquartered in Switzerland, SoftwareOne is listed on the SIX
Swiss Exchange under the ticker symbol SWON. Visit us at www.softwareone.com
SoftwareOne Holding AG, Riedenmatt 4, CH-6370 Stans

ABOUT CRAYON
Headquartered in Oslo, Norway, Crayon operates across 45 countries with a
dedicated team of more than 4,000 professionals. It leads the charge in IT
optimization and innovation as a trusted advisor in strategic software
acquisition, continual IT estate optimization, and maximizing returns on
investments in cloud, data, and AI. Crayon is a customer-centric innovation and
IT services company that creates value for companies to thrive today, and scale
for tomorrow.
Originally focused on software procurement and asset management, Crayon has
evolved to become a trusted advisor in strategic software acquisition, continual
IT estate optimization, and maximising returns on investments in cloud, data,
and AI.

IMPORTANT INFORMATION
The voluntary tender offer (the "Offer") and the distribution of this
announcement and other information in connection with the Offer may be
restricted by law in certain jurisdictions.
The combined offer document and prospectus (the "Prospectus ") and related
acceptance forms, as supplemented by the prospectus supplement dated 28 March
2025 (the "Prospectus Supplement"), will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, New Zealand,
South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in
which such distribution, forwarding or transmittal would be unlawful.
SoftwareOne Holding AG (the "Offeror") does not assume any responsibility in the
event there is a violation by any person of such restrictions. Persons in the
United States should review "Notice to U.S. shareholders" below. Persons into
whose possession this announcement or any other information regarding the Offer
should come are required to inform themselves about and to observe any such
restrictions.
This announcement is for informational purposes only and is not a tender offer
document or a prospectus and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
The Offer is only made on the basis of the Prospectus approved by Euronext Oslo
Børs and the Financial Supervisory Authority of Norway, and can only be accepted
pursuant to the terms of such document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document, prospectus or
registration or other requirements would apply in addition to those undertaken
in Norway (and other member states of the European Economic Area, as
applicable).
Notice to U.S. shareholders
This announcement does not constitute an offer, or solicitation of an offer, to
sell, purchase or subscribe for any securities. The new SoftwareOne shares
offered in the share exchange component (the "Consideration Shares") referred to
in this release have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. The Offeror does not intend to
conduct a public offering in the United States. Copies of this announcement are
not being, and should not be, distributed in or sent into the United States.
Forward-looking statements
This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about Crayon
and SoftwareOne that are or may be forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe" or other words of
similar meaning. Examples of forward-looking statements include, among others,
statements regarding cost synergies from the combination of Crayon and
SoftwareOne, and their future financial and market position, business strategy
and plans and objectives for future operations and other statements that are not
historical fact. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances, including,
but not limited to, local and global economic and business conditions, the
effects of volatility in credit markets, market-related risks such as changes in
interest rates and exchange rates, effects of changes in valuation of credit
market exposures, changes in valuation of issued notes, the policies and actions
of governmental and regulatory authorities, changes in legislation, the further
development of standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future periods,
evolving practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigations, the success
of future acquisitions and other strategic transactions and the impact of
competition - a number of such factors being beyond the control of Crayon and
SoftwareOne. As a result, actual future results may differ materially from the
plans, goals, and expectations set forth in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are
made. The Offeror disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained in this
announcement to reflect any change in the Offeror's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.

More information:
Access the news on Oslo Bors NewsWeb site

648702_SWON_Fulfilment closing conditions_Newsweb_EN.pdf