Ad hoc announcement pursuant to Art. 53 LR

• Motion for the election of the Members of the Board of Directors proposed by Vencora
• Motion to delist the registered shares of Crealogix from the SIX Swiss Exchange
• Modification to the Articles of Association

CREALOGIX AG has issued invitations to the extraordinary Shareholder's Meeting on 31 January 2024 and is proposing the election of a new Board of Directors based on the transaction agreement with VENCORA UK LIMITED published on 16 November 2023. The following individuals are proposed for election:

Dr. Felix Buschor

Dr. Buschor has more than 30 years of professional experience in the banking industry. Until the end of 2020, he was a member of the Executive Board of St. Galler Kantonalbank, where he was responsible for operations, trading, IT, digitalization, projects and real estate. Since 2021, Dr. Buschor has been working part time at the Institut für Finanzdienstleistungen Zug (IFZ) in Rotkreuz, Switzerland as a Lecturer and Project Manager in the areas of Banking Operations and IT. He studied Mathematics at ETH Zurich and Business Administration at the University of St. Gallen, where he also completed his PhD. He is currently a member of the Board of Directors of AMÉTIQ AG and Chairman of the Board of Directors of Appenzeller Kantonalbank.

Michael Dufton

Mr. Dufton has served as the CEO of Vencora Canada Inc. since 2022, overseeing the growth of the Vencora family, both through acquisitions and organic growth within its business units. He also serves as a Portfolio Leader at Volaris Group Inc., where he has built a global portfolio of software companies across various vertical markets. Prior to Volaris Group, Mr. Dufton was the CEO of IntelliResponse Systems, where he also served as a Board Member. He has also served as President at MajescoMastek and CEO of SOLCORP. Mr. Dufton has a Bachelor of Business Administration from Wilfrid Laurier University in Waterloo, Canada.

Nathan Partington

Mr. Partington has served as CFO at Vencora Canada Inc. since 2023. Prior to his current position, he served in various senior finance roles within Volaris Group Inc., including as CFO of a large portfolio spanning various vertical market software companies. Mr. Partington has also served as CFO of Trapeze Group, Volaris Group’s transit portfolio, and as Head of Internal Audit at Constellation Software Inc. Mr. Partington has a Bachelor of Commerce, Accounting & Financial Management from McMaster University in Hamilton, Canada and is a Chartered Professional Accountant.

Ateet Patel

Mr. Patel currently serves as Portfolio Manager, Banking at Vencora Canada Inc., where he oversees M&A activity for the portfolio, as well as the growth of its business units. Prior, Mr. Patel held multiple roles at Volaris Group Inc. between 2014 and 2020, including Portfolio CFO and VP of Finance. He has also served in various senior finance roles at Brookfield Residential Property Services and Accenture. Mr. Patel has a Bachelor of Commerce from the University of Toronto, Canada and is also a Chartered Professional Accountant.

Hubert Rüedi

Mr. Rüedi is a Senior Equity Partner at Kaufmann Rüedi Attorneys at Law, where he has practiced law since 2001. He leads the firm’s corporate team with a focus on mergers & acquisitions, succession, IT/ICT, and healthcare law. Prior, he has served as a Partner at two different law firms, and has worked as an Account Manager at UBS AG in Zurich, Switzerland. Mr. Rüedi also serves as a Board Member of Medisoutien Holding SA, Medisupport SA and some of its subsidiaries, and as Chairman of the Board of Directors of BBT Software AG. He holds a law degree from the University of Zurich and completed postgraduate studies in European Law at the University of Passau in Germany. He is admitted to the bar of Lucerne, Switzerland as an attorney at law and as a notary.

Christoph Stettler

Mr. Stettler is currently a non-executive Director and CMO of ELCA Group, a Swiss IT-service provider. Between 2012 and 2017, he held multiple roles at Franke Group, including Head of Strategic Marketing and Head of Category (Product) Management. Previously, he was Marketing EVP at Tarkett (then a KKR portfolio company) and spent seven years at McKinsey & Company. Mr. Stettler is an attorney at law, with a degree from the University of Bern in Switzerland. He is a Swiss national and has a business education from IMD and London Business School. In addition, Mr. Stettler is president of a long-term care foundation that also operates an age tech platform.

In accordance with the transaction agreement, all existing Members of the Board of Directors have announced their resignation from the Board.

Furthermore, in accordance with the transaction agreement, the delisting of the registered shares of CREALOGIX from the SIX Swiss Exchange is subject to the completion of the public tender offer.

CREALOGIX was co-founded in 1996 by the Chairman of the Board of Directors Bruno Richle and Vice-Chairman Richard Dratva. Today, thanks to its innovative solutions for financial institutions, CREALOGIX is a Swiss Fintech 100 company. CREALOGIX thanks Bruno Richle and Richard Dratva for their many years of dedicated service and successful cooperation. CREALOGIX likewise thanks the other Members of the Board of Directors, Jörg Zulauf, Ralph Mogicato and Ruedi Nose for their many years of service and capable support.

CREALOGIX has published the invitation to the Extraordinary Shareholder's Meeting on 31 January 2024, in addition to the agenda and the CVs of the new Members of the Board of Directors to be elected. These are now available on its website https://crealogix.com/en/about-us/investor-relations.

IR Contact

CREALOGIX Holding AG
Christophe Biollaz, Chief Financial Officer
eMail: christophe.biollaz@crealogix.com
Telephone: +41 58 404 80 08


Media contact

CREALOGIX
Media Relations Office
eMail: media@crealogix.com
Telephone: +41 58 404 87 65

About CREALOGIX

The CREALOGIX Group is a Swiss fintech top 100 firm and a global market leader in digital banking. CREALOGIX develops and implements innovative fintech solutions for the financial institutions of tomorrow. Digital solutions from CREALOGIX make banks, asset managers and other financial institutions more responsive to changing customer needs in the area of digital transformation. The Group, founded in 1996, employs around 380 staff worldwide. Shares of the CREALOGIX Group (CLXN) are traded on the SIX Swiss Exchange.

This press release contains forward-looking statements that do not represent guarantees of future performance. These statements are based on information currently available to management and management’s current assumptions and projections. There are numerous risks and uncertainties, many of which are beyond our control, that could cause our actual results, financial situation and performance to differ materially from the forward-looking information and statements contained in this presentation. Any forward-looking statement relates only to the date of each statement, and CREALOGIX undertakes no obligation to update or revise any forward-looking statement or other information.

This press release is not intended as a solicitation or recommendation to sell, buy or hold any securities and does not represent an offer or solicitation of an offer to purchase any securities in any jurisdiction, including the United States of America. Any such offer would be published solely in the form of a prospectus under applicable securities laws.