VT5 Acquisition Company AG

Investor Presentation • Sep 25, 2024

R&S Group Investor presentation

September 2024

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This presentation contains certain forward-looking statements. Such forward-looking statements reflect the current views of management and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements of the Group to differ materially from those expressed or implied herein. Although R&S Group is convinced that the forward-looking statements are based on reasonable assumptions, R&S Group cannot guarantee that these expectations will be realized.

Should such risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this presentation.

R&S Group is providing the information in this presentation as of this date and does not undertake any obligation to update any forward-looking statements contained in it as a result of new information, future events or otherwise.

Executive Committee

Markus Laesser Group CEO

Matthias P. Weibel Group CFO

Table of contents ⁴

Introduction ¦ Market Strong secular market tailwinds for increased electricity demand

…drive accelerated transformer market growth

60 Aging grid infrastructure demanding replacement: Error rate of transformers (%)

Changing consumer

Increase of global

population

Secular

tailwinds…

Increase of

economic activity

Increased access to

behavior

electricity

Changing electricity consumption

Rise in traditional demand and the upgrading of grid infrastructure as well as the emergence of new demand through electrification

Expansion of large-scale renewables

Growth of centralised renewables creating the need for long distance transmission and a flexible grid. In this context CHF18bn from the Cohesion Policy fund is invested into renewable energy sources

Growth of distributed renewables

Including residential and commercial generation, requiring grid upgrades for bi-directional flows (supported by EU CHF40bn fund aimed to support low carbon, nascent technologies)

Aging grid infrastructure

Increasing number of replacements needed for equipment, as well as growing maintenance needs with currently 30% and by 2030 about 50% of the EU grid being over 40 years old

Increasing reliability and resiliency concerns

Cybersecurity, weather & climate changes and geopolitical challenges all require improved resiliency and reliability in the grid

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Introduction ¦ Market The transformer market is at an inflection point for growth

The critical importance of the grid requires use of transformers across stages of electricity transmission & distribution: The need for transformer capacity is therefore ~3x higher than power generation capacity in developed countries

1. Ring Main Unit

Introduction

Highly reliable transformer portfolio

Single-phase Transformers up to 100 kVA

Distribution Transformers Oil-immersed and Cast Resin up to 2.5 MVA and 10 MVA

Distribution Transformers up to 20 MVA

PowerTransformers up to 120 MVA

HY 2024 highlights

HY 2024 financial results – R&S Group only Key messages (adjusted) as per 30 June 2024

HY 2024 financial results – R&S Group only Key financial figures as per 30 June 2024

	HY2023 reported	HY 2023 adjusted1	HY 2024 reported	HY 2024 adjusted	Change in adjusted figures
	MCHF	MCHF	MCHF	MCHF	in%
Order intake	133.3	119.3	141.0	141.0	18%
Order backlog	188.1	174.6	218.2	218.2	25%
Net sales	103.0	95.4	109.9	109.9	15%
Operating result (EBIT)	18.6	18.1	24.0	25.53	41%
as % of net sales	18.1%	19.0%	21.8%	23.2%
Profit	14.5	14.2	12.1	17.32.3	22%
Free cash flow	-2.4	-1.9	ર્સ્ડ	7.52	n/a
Net financial position	2.5	2.5	5.1	5.1	104%

HY 2024 financial results – R&S Group only Continuing strong Order Intake provides stable Backlog

MCHF

• Continuously high monthly order intake from key markets (CH, GER, IT) and stable order backlog for 2024 and beyond.
• Build-up of new capacities will gradually put more pressure on prices. However, no price erosion is expected and margins will remain very attractive due to stable material prices.
• Since months avg. book-to-bill flat > 1.2 (see graph above)
• High backlog for Oil-Distribution and Power Transformers until Q4/2025, normal backlog for Cast Resin Transformers until end of 2024

❝ Developments in line with our strategy to deliver profitable growth on a sustainable basis.❞

• Profitable performance underpinned by market demand
• Acquisition of Kyte Powertech Ltd. for an enterprise value of EUR 250 million (7.3x EV/LTM EBITDA) announced 20 August 2024, in line with anorganic growth strategy
• Confirmed sales growth and EBIT margin guidance of 12% and 20%, respectively, also for combined group, updated dividend guidance for CHF 0.50 per share mid-term
• Capacity expansion with imminent plant opening in Bochnia/PL. FAT¹ scheduled for 23 September 2024 and ramp-up in Q4 with first deliveries to launching customers in Q1 2025. Target output of 1,300 units in first build-up phase.

¹ FAT: Factory Acceptance Test

Strategy and execution

Spotlight on Kyte Powertech

Strategy and execution 15 Strategic pillars – M&A has always been an instrumental part

Strategy and execution Kyte Powertech: Leader in distribution transformers

Kyte highlights

Source: Company information, Market information Notes:

• 1 Distributed Network Operator
• 2 Refers to 7 out of top 10 clients
• 3 Mega Volt Amp

Kyte product portfolio

Strategy and execution Combined pan-European footprint adding market opportunities

Complementary footprint covering key countries in Western / Central Europe…

…to be leveraged with a combined product portfolio

Strategy and execution Kyte bolsters position as a European leader for distribution and MV transformers 18

Source: R&S Group market data and Management estimates, Market information Notes:

1 As disclosed in the listing prospectus

2 Percentages indicate utility market share for annual demand of distribution transformers

Strategy and execution

Complementary financial profiles over the last 12 months (LTM)

Sources: Company information, R&S Group semi-annual report, Kyte June reporting

Notes: New R&S Group PF numbers represent a simple addition of R&S Group and Kyte figures, without including synergies and accounting standards, PPA and other adjustments

1 FX rate for Kyte at EUR/CHF 0.96

2 Adjusted for CHF9.5m loss from disposal of R&S Group's Czech plant SERW in December 2023 and M&A transaction costs of CHF1.6m

3 R&S Group FCF calculated as cash flow from operating activities minus cash flow from investing activities; Kyte Powertech not reported, figure calculated as the movement in cash balance during 12-month period

Strategy and execution ¦ Leadership Culture as underlying key driver for leadership

Sustainability

Sustainability Update on activities

• Goal set to achieve ISO 50001 certification for energy management in all plants by 2025 by improving energy efficiency, reducing environmental footprint and supporting sustainable operations.
• Multi-site assessment at Group level is being analyzed with the aim of identifying best practices, opitimizing allocation of plant resources and ensuring compliance with regulations and industry standards.
• Installations of solar panels on building roof in Italy and Poland (Bochnia – see picture) and are being evaluated for other plants in Poland. The Sissach (Switzerland) plant is already utilizing energy from solar panels.
• R&S Group set the target to reduce GHG emissions by 33% by 2033 versus 2023 levels and to be climate neutral by 2050, in accordance with the Swiss Climate and Innovation Act.
• Group policy on zero-tolerance with regard to child labour no imports or process of conflict minerals.
• New compliance officer responsible for all ESG matters is being hired.

Outlook & take-aways

	2024 outlook1	Mid-term outlook2	Commentary
	Confirmed	Confirmed
Net sales growth	Above 12%	Around 12%	• Mid-term outlook organic growth over the cycle • Strong tailwind from global electrification demand, decarbonization, decentralization and aged grids
	Confirmed	Confirmed
EBIT margin	Around 20% of net sales	Around 20% of net sales	• Resilient gross profit margin profile • Economies of scale from continued net sales growth • Operational excellence supporting margin expansion
	Under review	Under review	• FCF equals cash flow from operating activities minus cash flow
Mid-teens Free cash flow margin double-digit as % of net sales*	Mid-teens double-digit as % of net sales**	from investing activities • 2024 under review due to M&A transaction costs and subsequent tax payments in Italy • * mid-term being reviewed due to combined Capex plans
	Changed	Changed	• Stable dividend for FY2024 to FY20263 , thereafter accelerated
Dividend policy and leverage	CHF 0.50 per share	CHF 0.50 per share	• Mid-term target leverage of around 1.5x Net Debt4 / LTM EBITDA based on expected high warrant conversion; excess cash to be returned to shareholders

Notes:

• 1 Latest guidance for 2024 (announced on 20 August 2024)
• 2 Based on current mid-term plan (announced 20 August 2024)
• 3 Actual year financial target to be paid out the following year
• 4 Including lease liabilities and PF for equity issuance

Guidance confirmed / updates / under review vs latest guidance announced on 17 May 2024 Confirmed Under review Changed

R&S Group and Kyte Powertech are excited to join forces looking ahead into a bright future, guaranteeing energy and transforming the world of energy every day

HY 2024 financial results	Key messages (adjusted) as per 30 June 2024
		25.5
218.2	109.9	Operating reads ESC
Order backlog	Net sales	+23.2%
		ERIT Practice
	7.5
17.3	Pres cash figur	635
Profit after tax	6.8%	Number of employees
	PCF margin

R&S Group has delivered a successful financial and operational performance since its listing, creating meaningful value for shareholders

Part of the R&S Group success story can be attributed to the group's robust strategic roadmap and DNA, which M&A is a key part of

Kyte represents an opportunity to expand R&S Group's position as market leader in selected products and markets while maintaining a high standard of quality and technical expertise

The acquisition will further enhance R&S' attractive financial profile through Kyte's attractive growth and margin profile

Outlook & take-aways Stronger together!

The acquisition of Kyte Powertech is a natural next step in the evolution of R&S Group.

Next update on combined group strategy and integration

to follow at Capital Markets Day in Zurich on 31 October

Q&A

Thank you for your attention.

We are now happy to answer your questions.

Financial Calendar 2024/2025

Capital Markets Day 31 October 2024 Trading update full-year 2024 sales 06 March 2025 Release of full-year 2024 results 15 April 2025 Annual General Meeting 14 May 2025

Contact

Investor and Media Relations: Doris Rudischhauser Phone: +41 79 410 81 88 Email: investors@the-rsgroup.com

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Appendix

Appendix ¦ Corporate Governance Evolving shareholder base

Number of shareholders: 920 Number of shares outstanding: 28,929,412 Number ofshareholders: 1,176 Number ofshares outstanding: 32,912,694*

* Following c. 40% coversion of redeemable warrants; as a result, percentages reported to SIX "significant shareholders" may differ