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Combining two leading global providers of software and cloud solutions 19 December 2024 Investor presentation
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Confidential 2 Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION. This presentation and its appendices (the "Presentation") has been produced by SoftwareOne Holding AG (the "Company" or "SoftwareOne", and together with its direct and indirect subsidiaries, the "Group). The Presentation is intended for information purposes only, and does not itself constitute, and should not in itself be construed as, an offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and is not intended for distribution to, or to be used by, any person or entity in any jurisdiction or country which distribution or use would be contrary to law or regulation. No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information or opinions contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, no representation or warranty is made or given by or on behalf of the Company, or any of its respective directors, officers, employees, agents or advisers as to the accuracy, completeness or fairness of the information or opinions contained herein and no responsibility or liability is accepted by any of them for any such information or opinions. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, ambitions, estimates or forecasts contained herein and nothing in this Presentation is or should be relied on as a promise or representation as to the future. Recipients of this Presentation should not treat the contents of this Presentation as advice relating to legal, taxation or investment matters, and are to make their own assessments concerning such matters and other consequences of a potential transaction, including the merits of the transaction and related risks. Each recipient should seek its own independent advice in relation to any financial, legal, tax, accounting or other specialist advice. In particular, nothing herein shall be taken as constituting the giving of investment advice and this Presentation is not intended to provide, and must not be taken as, the exclusive basis of any transaction decision and should not be considered as a recommendation by the Company (or any of its affiliates) that any recipient enters into any transaction. This Presentation comprise a general summary of certain matters of the Group, Crayon Group Holding ASA and the proposed transaction described herein. This Presentation does not purport to contain all information that any recipient may require to make a decision with regards to any transaction. Any decision as to whether or not to enter into any transaction should be taken solely by the relevant recipient. Before entering into such transaction, each recipient should take steps to ensure that it fully understands such transaction and has made an independent assessments of the appropriateness of such transaction in the light of its own objectives and circumstances, including the possible risks and benefits of entering into such transaction. This Presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. By receiving this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Group and that you will conduct your own analysis and are solely responsible for forming your own opinion of the potential future performance of the Group‘s business. In making any transaction decision, you must rely on your own examination, including the merits and risks involved.
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Confidential 3 Disclaimer (cont’d) Forward-looking statements This Presentation may contain certain forward-looking statements relating to the Company and/or the Group and its future business, development and economic performance. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, , including assumptions, opinions and views of the Company or cited from third party sources, 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 presentation. SoftwareOne assumes no obligation to update or alter forward-looking statements whether as a result of new information, future events or otherwise. Non-IFRS measures Certain financial data included in this Presentation 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. THIS PRESENTATION SPEAKS AS OF THE DATE HEREOF. ALL INFORMATION IN THIS PRESENTATION IS SUBJECT TO UPDATES, REVISION, VERIFICATION, CORRECTION, COMPLETION, AMENDMENT AND MAY CHANGE MATERIALLY AND WITHOUT NOTICE.
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Confidential Agenda 01 Highlights Strategic rationale Melissa Mulholland CEO Crayon Raphael Erb CEO SoftwareOneFinancial impact 02 03 Final remarks04 Rodolfo Savitzky CFO SoftwareOne Q&A05
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Confidential 5 SoftwareOne & Crayon – significant value creation for shareholders 01 Combining two leading global providers of software and cloud solutions Compelling strategic rationale based on highly complementary businesses Highly accretive for shareholders driven by substantial synergy potential 02 03
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Confidential 6 Transaction overview • SoftwareOne to launch a recommended voluntary offer for the acquisition of all outstanding shares in Crayon • Unanimous approval from Boards of Directors of both companies; pre-commitments from Crayon founding shareholders with 5% of share capital and full support of transaction from SoftwareOne founding shareholders with 29% • Crayon shareholders receive 0.8233 new shares in SoftwareOne and NOK 69 in cash for each Crayon share, corresponding to an offer value of NOK 144 per share based on SoftwareOne’s undisturbed share price(1) • Offer based on agreed valuation of Crayon at NOK 172.5 per share, while share consideration assumes an exchange ratio valuing SoftwareOne at CHF 10 per share • Incremental run-rate cost synergies of CHF 80-100 million expected by end of 2026, with additional revenue synergies • EPS accretion around 25%(2) by 2026, and over 40% excluding implementation costs • Crayon to appoint two nominees to be proposed to the SoftwareOne Board of Directors; current CEOs Raphael Erb and Melissa Mulholland as Co-Chief Executive Officers • Consideration based on cash (40%) and newly issued SoftwareOne shares (60%) • Proforma net debt / EBITDA expected to be below 2.0x at 31 December 2025 • Continued balanced capital allocation policy, with dividend pay-out ratio of 30-50% adj. profit for the year • Publication of Norwegian takeover offer prospectus expected in March 2025 and start of tender offer period • SoftwareOne shareholder meeting required for approval of issuance of new shares to Crayon shareholders expected in Spring 2025 • Completion expected in Q3 2025, subject to receipt of required regulatory approvals Key highlights Financing Timeline (1) Defined as the closing share price of NOK 127 for Crayon and CHF 7.25 for SoftwareOne as per 11 December 2024, prior to media reports on the following day; conversion from NOK to CHF based on exchange rate 0.079541 (2) Including implementation costs and phased synergies
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Confidential 7 Compelling strategic and financial rationale Highly complementary geographical footprint, customer base and offering Customer-centric business models with a large marketplace and differentiated service offering Uniquely positioned to capitalise on fast-growing USD 150 billion market Increased strategic importance to vendors by offering global access across customer segments Enhanced distribution capabilities with aligned go-to-market model Scalable delivery model and transactional platform to process combined ~CHF 16 billion billings Diverse and dedicated teams of industry experts with shared values and strong cultural alignment Substantial tangible near-term synergy potential 01 Significant value creation opportunity based on high complementarity and synergy potential 02 03 04 08 05 06 07
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Confidential 8 Introduction to Crayon Crayon in brief • Founded in 2002, Crayon is a global leader in software and cloud procurement and services, with an industry-leading CSP offering • Global Microsoft Partner of the Year 2024 for Scale Solutions (LSP) • Global Amazon Web Services and GenAI partner • Leader and Visionary in the Gartner Magic Quadrant for Software Asset Management • Listed on the Oslo Stock Exchange Revenue(1) CHFm, Reported growth (CAGR (%)) Adjusted EBITDA(1) CHFm, Reported growth (CAGR (%)) 292 415 510 557 2021 2022 2023 LTM Q3'24 51 67 73 87 2021 2022 2023 LTM Q3'24 +140,000 Customers ~50 Countries ~4,000 Employees ~2,600 Vendors transacted LTM +26% +21% (1) Conversion from NOK to CHF based on exchange rate 0.079541
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Confidential 9 Uniquely positioned to capitalise on market opportunity Serviceable addressable market(1) Even better positioned to capitalise on mega-trends Public cloud adoption continues to accelerate Increasing focus on managing cloud spend Data & AI revolution Importance of hybrid and multi-cloud Cyber-security risks are a top priority USDbn, % CAGR (1) SoftwareOne serviceable addressable market; Marketplace based on total addressable spend less not serviceable and direct spend and a reseller margin; Services filtered for offerings, customer segments and geographical presence where SoftwareOne competes today (2) Reflects impact of SoftwareOne Marketplace Platform, raising growth outlook in S&C Marketplace from 9% to 15% CAGR to 2026 74 120 19 30 2023 2026 Services Marketplace +18% +15%(2) +17% 93 149 Source: IDC, BCG analysis
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Confidential 10 Highly complementary geographic presence with extensive global reach SoftwareOne contribution Crayon contribution (1) Conversion from NOK to CHF based on exchange rate 0.079541; revenue does not take eliminations and other adjustments into account (2) Crayon Middle East and Africa revenue included in APAC Revenue by region CHFm, % of total combined revenue(1) Based on LTM to Q3 2024 DACH ~20% NORDICS ~15% REST OF EMEA ~25% NORAM ~15% LATAM ~5% APAC(2) ~20%
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Confidential 11 Strong fit to create an enhanced offering Portfolio breakdown Based on LTM revenue to Q3 2024 • Large, global marketplace with improved breadth and depth • Strengthened combined value proposition in Cloud Services, ITAM / SAM / Finops, Data & AI, and security Software & Cloud Marketplace Software & Cloud Services SoftwareOne Indicative combination Software & Cloud Channel Software & Cloud Direct Software & Cloud Economics Crayon Software & Cloud Channel ServicesConsulting Marketplace Software & Cloud Direct Services Software & Cloud Economics
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Confidential 12 Strategic partnership with Microsoft “SoftwareOne and Crayon have been strategic channel partners for Microsoft, and we are grateful for the work both companies have done to serve our joint customers over the years. As these companies come together, I’m excited to see the added value it will bring customers such as broader geographical coverage and enhanced service offerings to support their business transformation needs.” 6 Solution partner designations 20 Specialisations & Azure Expert MSP >7k Microsoft certifications ~1 million Copilot users since launch 30+ years of successful partnership Judson Althoff Executive Vice President and Chief Commercial Officer, Microsoft On a combined basis
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Confidential 13 Aligned go-to-market model with differentiated services offering Customer segment(1) • Strong customer complementarity, with SoftwareOne leading in Enterprise segment and Crayon strong in Corporate / SME / Public sector • Leverage Crayon channel platform and digital sales hubs to unlock greater SME opportunity Differentiated services SME Corporate Enterprise • Commercial Advisory • Digital Supply Chain • Custom AI solutions • FinOps • Cloud Infrastructure & Digital Workplace • Security & productivity AI Implementation • Channel platforms • Standardised solutions (1) Revenue-based segmentation (USD): Large Enterprise (>5bn); Corporate (1bn to 5bn); SME (<1bn) Public Sector
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Confidential Customer- focused Integrity Discipline Agility Speed Quality Passion Humble Employee satisfaction 14 Diverse and dedicated teams of industry experts with shared values and strong cultural alignment 10k+ Cloud certifications(1) 650+ Data & AI experts ~13,000 FTEs 70+ Countries (1) Microsoft, AWS and Google PaceOn a combined basis
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Confidential 15 Combined financial overview SoftwareOne Crayon(2) Illustrative combination (excluding synergies) (1) Based on unaudited financials and on an indicative basis, calculated as sum of standalone SoftwareOne and Crayon financials, excluding synergies; proforma financials to be included in the Norwegian takeover offer prospectus (2) Conversion from NOK to CHF based on exchange rate 0.079541 LTM to Q3 2024(1) Revenue (CHFm, % growth YoY ccy) Adj. EBITDA (CHFm, % margin) No. of FTEs Gross billings (CHFbn) 11.4 1,037 6.0% 247 23.8% ~9,000 4.4 557 11.3% 87 15.7% ~4,000 15.8 1,595 7.9% 334 20.9% ~13,000
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Confidential 16 Accelerated growth and profitability driven by substantial tangible synergies Key synergy areas Expected phasing of cost synergy realisation % of run-rate target synergy amount ~30% Within 6 months of completion ~100% Within 18 months of completion Identified run-rate cost synergies of CHF 80-100 million(1), with significant revenue synergies on top EPS accretion around 25%(2), and over 40% excluding implementation costs by 2026 • Access to expanded customer base and larger accounts given combined capabilities • Cross & upsell opportunities based on enhanced services portfolio • Leveraging Crayon’s channel platform and SoftwareOne’s digital hubs • Increased importance to vendors given larger scale • Scale and efficiency in currently sub-scale local operations • Integration of office premises and business functions • Scalable platform with financial shared service centers • Shared costs of product development expenses • Increased sales efficiency • Improved utilisation in service delivery Revenue synergies Cost synergies (1) Synergies incremental to SoftwareOne’s >CHF 50 million cost savings programme; one-off implementation costs expected within same range as run-rate cost synergies (2) Including implementation costs and phased synergies
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Confidential 17 Offer structure • Recommended voluntary stock and cash offer by SoftwareOne • Valuation basis of Crayon at NOK 172.5 per share, SoftwareOne at CHF 10 per share, and 40% cash / 60% shares split • Crayon shareholders to receive 0.8233 new shares in SoftwareOne and NOK 69 in cash for each share(2) • Implied offer value of NOK 144 per share based on undisturbed share price(1) • Take-out premium mainly on cash component of the offer • Minimum offer acceptance of at least 90% of the Crayon shares on a fully diluted basis • Dual-listing on Oslo Stock Exchange to be explored, subject to regulatory approvals • 36% premium to undisturbed share price(1) Offer structure NOK per share Valuation basis 144 Implied offer value Cash component Share component 172.5 • 13% premium to undisturbed share price(1) (1) Defined as the closing share price of NOK 127 for Crayon and CHF 7.25 for SoftwareOne as per 11 December 2024, prior to media reports on the following day; conversion from NOK to CHF based on exchange rate 0.079541
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Confidential 18 Healthy post-transaction capital structure and deleveraging Indicative proforma leverage profile Net debt / adjusted EBITDA (x)(1) Year-end 31 December 31 Dec 25 2026 2027 <2.0x (1) Assuming 100% acceptance of voluntary offer (2) Including synergies and implementation costs • Transaction structured as stock and cash offer by SoftwareOne • Share consideration assumes issuance of up to 72 million new SoftwareOne shares, subject to shareholder approval • Cash consideration of approx. CHF 500 million(1), based on valuation of NOK 172.5 per Crayon share • Secured investment grade bridge facilities of up to CHF 700 million, including for refinancing of existing Crayon debt • Proforma leverage (net debt / adjusted EBITDA(2)) to be below 2.0x at year-end 2025, with expectation of fast deleveraging • Healthy cash generation of combined group to enable balanced capital allocation policy, with dividend policy maintained
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Confidential 19 Final remarks – value creation for all stakeholders Shareholders Highly strategic transaction Accelerated growth and improved profitability Substantial revenue and cost synergies Customers & partners Global scale and critical mass across markets Improved marketplace breadth & depth Strong portfolio of differentiated services Vendors Leading marketplace to access customers Qualified employees with certifications Distribution across customer segments Employees Strong cultural alignment Scale and growth unlock opportunities Dynamic and diverse environment
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Confidential 20
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Confidential 21 Appendix
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Confidential 22 Introduction to SoftwareOne • Extensive scale, coupled with diversity across portfolio, region, and client segment • Vendor agnostic approach CHF ~1bn 2023 revenue • Global and local reach • Serving multiple customer archetypes with a targeted portfolio of software solutions ~9,000 FTEs • Qualified team driving execution and delivery excellence • Focused talent development initiatives to meet business needs • Highly synergistic business lines • Large spectrum of capabilities across the IT lifecycle to deliver an end-to-end value proposition 65k+ customers worldwide 60+ countries 54%46% Software&Cloud Marketplace Software&Cloud Services 7.5k vendor relationships 30% 30% 15% 10% 15% DACH REMEA NORAM APAC LATAM Based on 2023 revenue Scaled software and cloud solutions provider Broad IT solutions offering catering to customers' needs Diverse & long-standing blue-chip customer base Based on 2023 revenue 17% 65% 18% Sales Product & delivery Support functions Based on FTEs as at 31 Dec 2023 Global, diverse and highly qualified talent base
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Confidential 23 Focus on lead business, expanding to high-growth segments Fast-tracking data & AI adoption Enhancing workforce productivity Simplifying cloud access and support Maximising ROI of software and cloud spendExpand Lead Accelerating the cloud journey • Buy software & cloud • Migrate to the cloud • Manage cloud operations • Work in a secure environment • All in one workplace • GenAI • Data foundations and modernisation • Data capabilities • Automated data management • Advanced analytics and AI • Generative AI • Lower software & cloud cost • Manage your software & cloud portfolio • Govern your cloud & software consumption (FinOps) • Application modernisation • Application development • DevOps • Application security • SAP services
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Confidential 24 Crayon geographic presence and segment split US 11% Nordics 39% Other Europe 24% APAC & MEA 25% Geographical split of gross profit Share of total gross profit by region, LTM to Q3 2024(1) Software & cloud • License offering directly towards end-customers • Software license advisory, support, and access to Crayon’s reporting portal • License offering towards channel partners (hosters, MSPs, ISVs), who are the end-customers point-of-contact • Software license sales and access to Crayon’s CloudIQ platform • License spend optimisation and support for clients in vendor audits • Optimising costs of cloud platforms and infrastructure • Infrastructure consulting, cloud migration and deployment, bespoke software deployment and follow-up of applications Software & Cloud Direct Software & Cloud Channel Software & Cloud Economics Consulting Services 38% 19% 14% 29% (1) Excluding admin/eliminations and HQ
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Confidential 25 Crayon has an attractive position across three customer value streams Crayon scorecard Recognised AI & ML vendor with MSFT, AWS & GCP One of the highest certified partners in the industry 10 years experience in AI Unmatched global scale Best-in-class IP Only player with combination of Direct and Channel at scale Recognised as Leader and visionary in Gartner MQ for SAM mgd. services Largest SAM team globally 20+ years of expertise Market characteristics Software & Cloud Direct & Channel Software & Cloud Economics Consulting Services • Fast-growing market • Significant entry barriers • Few players with global reach • Highly fragmented competitive landscape • Significant customer whitespace • Few global players with scale capabilities and IP • Large market with multiple niches • Global vendor certification vital for success • Attracting, retaining and developing technical talent a key differentiator The services-led GTM and combination of capabilities represent Crayon’s winning value proposition Illustrative customer journey – services-led approach