VT5 Acquisition Company AG

Investor Presentation • Jan 10, 2025

R&S Group Investor Presentation

January 2025

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.

Today's speakers ³

Markus Laesser Group CEO

Matthias P. Weibel Group CFO

Introduction and strategic highlights

• Combined financials with business plan & guidance 2
• Strategy including integration Kyte Powertech 3

4 Outlook & take aways

Q&A

5

1

Introduction and strategic highlights

Markus Laesser | Group CEO

Quote in recent FT article:

. . . "transformer manufacturers would be hard-pressed to boost output quickly enough to meet demand to upgrade grids, with supplies strained by the growing needs of data centres used for generative artificial intelligence."

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

The expansion of the electricity grid substitution is critical in the substitution by electrical energy. Transformers are essential in electricity transmission & distribution. In developed countries, the required transformer capacity is ~3x higher than power generation capacity.

Grid levels (source: swissgrid)

extra-high-voltage level high-voltage level medium-voltage level low-voltage level

Stages 2, 4 and 6 are transformer levels. They transform the electricity to the next level down (or up, if necessary).

Products:

Power Transformers (PT) up to 120 MVA

Distribution Transformers (DT) up to 20 MVA

Distribution Transformers Oil-immersed (ODT) and Cast Resin (CRT) up to 2.5 MVA and 10 MVA

Single-phase Transformers up to 100 kVA

Introduction ¦ Market Applications

10

R&S Group covers many applications across the grid

Continued expansion of installed power generation capacity (GW) per region

Ageing grid infrastructure demanding replacement: Failure rate of transformers (%)

Sources: Reuters, WHO, IEA, World Economics, S&P, Consultancy analysis

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 CHF 18bn 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 CHF 40bn 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

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

11

Introduction ¦ Strategy execution 12 Strategic pillars – M&A has always been an instrumental part

Introduction ¦ Execution on M&A About Kyte Powertech

Kyte Powertech has significantly expanded to become a leading manufacturer of custom, high-quality distribution transformers for the electrical industry, underscored by entrepreneurial drive and customercentric values.

Introduction ¦ Execution on M&A Adding footprint and expanding product portfolio and skill sets

Introduction ¦ Exection on M&A Strong rationale for the combination of R&S Group & Kyte Powertech

The combination of R&S Group and Kyte will increase R&S Group's profile as a public company, strengthen market leading positions, create a deeper management bench, and enhance product offerings and technical expertise for both companies

Combined financials with business plan & guidance

Matthias P. Weibel | Group CFO

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

1 FX rate for Kyte at EUR/CHF 0.96

2 Adjusted for CHF 9.5m loss from disposal of R&S Group's Czech plant SERW in December 2023 and M&A transaction costs of CHF1.6m

Combined financials ¦ Acquisition impact on Balance Sheet

Development of R&S Equity in recent months

*) conversions from 1 July 2024 to 30 October 2024 from conditional capital; total amount of shares outstanding now at 37.2 Mio . 1% of warrants still outstanding.

**) estimation based on current guidance

***) before goodwill offsetting

Combined financials ¦ Ownership structure Shareholder base as of 31 December 2024

Per 31 December 2024¹

Free float of 76.0%²

CGS III (Jersey) LP Marc Aeschlimann / CGS III (Jersey) et al. incl. treasury shares

• Artemis Beteiligungen I AG
• UBS Fund Management (Switzerland) AG
• Lock-up 8 members (Kyte management)
• Janus Henderson
• Swisscanto Fondsleitung AG
• Other institutional investors
• Nominees
• Others

Number of shareholders: 1'639 Number of shares outstanding: 37.2m

Combined financials ¦ Acquisition impact on balance sheet Acquisition financing

0.0

20.0

40.0

60.0

80.0

100.0

120.0

140.0

160.0

180.0

MCHF

Successful refinancing of the bridge loan just before signing: Syndicated 5-year loan with 9 banks in the amount of CHF 160 million and CHF 30 million RFC (revolving credit facility).

Warrant conversions and continuous growth will lead to a net leverage of around 1.8 by end of 2024.

-10.00x

-8.00x

-6.00x

-4.00x

-2.00x

0.00x

2.00x

Combined financials ¦ Overview Sales mix by country

R&S Group sales segmentation by country (2023 A adj.) 1

Combined sales mix HY 2024 by country (%) after integration of Kyte

• − The combined sales mix HY2024 by country of Kyte and R&S shows a good diversification across the countries of Western and Eastern Europe, but also potential and white spots in the Nordics, Spain, Middle East.
• − With additional capacities, even further expansion of market shares in already strong home markets such as UK is feasible.

Combined financials ¦ Planning Sales and EBIT development

Illustrative sales and EBIT development based on guidance

Developments:

• − Based on the current backlog and positive market trends, double-digit sales growth in 2025 and beyond is expected
• − Gross margins will balance out and normalize at 45% depending on the product groups
• − EBIT of 20%

Assumptions:

• − Strategic initiatives take full effect, with more capacities and more highmargin sales
• − Cost of key materials remain stable and availability of quantity volumes is ensured
• − No price or margin erosion expected
• − Continuing high level of efficiency (variable cost structures) in all plants

Sales expected to grow around 12% over the next years.

*) excluding effect of cross-selling

Major contribution for growth comes from ongoing strategic initiatives.

Launch of 3rd wave of investments will boost business further

New Core Production and Cutting Line for Tesar Italy and Tesar PL

New Vertical Winding Machines for Łódź and ramp-up of new plant in Bochnia (PL)

Plant expansions for Power TR and Kyte

The 3 rd wave includes the ramp-up of the new ODT production in Poland (new legal entity Rauscher Stoecklin Polska). It also includes a new greenfield project in Poland, which will require Capex particularly in 2025 and 2026 (major impact on top-line from summer 2026 onwards).

Guidance update ¦ FCF margin 10%-12% from previously «mid-teens» R&S to deliver profitable growth on a sustainable basis

	2024 outlook	Mid-term outlook	Commentary
	Confirmed	Confirmed
Netsales 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
	Changed	Changed	• FCF equals cash flow from operating activities minus cash flow
Free cash flow margin	>12% of netsales	10-12% of netsales	from investing activities • 2024 reduceddue to M&A transaction costsand subsequent tax payments in Italy • Mid-term lower asinvestmentwavesincrease Capex by 3%
	Confirmed	Confirmed	• Stable dividend for FY2024 to FY2026, thereafter accelerated
Dividend policy and leverage	CHF 0.50 per share	CHF 0.50 per share	• Mid-term targetleverage of around1.5x Net Debt/ LTM EBITDA • Excess cash to be returnedto shareholders

26

Strategy including integration of Kyte

Markus Laesser | Group CEO

Strong progress achieved through distinguished workstreams

Strategic Synergies

• − Cross-Selling (products, territories)
• − Upselling opportunities (expand with existing customers)
• − Strategic investments

Operational Synergies

• − Alignment of supply chain management
• − Technical advancement & cross-pollination
• − Production streamlining
• − Portfolio management

Strategy ¦ Market opportunities Upselling / Cross-Selling potential

Leverage combined product portfolio / depending on available factory capacity

Region	Opportunity	Timing	Estimated sales potential1
	Kyte 4-6MVA distribution transformers to the German market	1-2 years	CHF 5 - 15 million
	R&S 10-40MVA power transformers to UK and Ireland generation market via EPC	2-3 years	CHF 2 - 3 million
	R&S cast resin distribution transformers to the UK and Ireland market for data centres	0.5-2 years	CHF 1 - 4 million	Mid-point scenarios estimated at
	R&S 20-25MVA power transformers to UK and Ireland utilities	3-5 years	CHF 2 - 3 million	CHF 20 – 30 million until 2027
	R&S 400-1,000kVA distribution transformers to the UK	0.5-1 years	CHF ~ 1 million
	R&S 20-25MVA power transformers to Belgium and Netherlands utilities (already pursued by R&S)	2-3 years	CHF 5 - 15 million

Source: Company information, Market information

¹ conservative estimates over respecting timing period

Strategy ¦ Update on initiatives Strategic initiatives drive continued profitable growth

Mission & Vision	WE GUARANTEE ENERGY! Quality, reliable, independent, strong & profitable growth above market, leader in providing products to protect the environment, strong collaboration with customers, creating sustainable value for shareholders
Values &	Customer centricity	Entrepreneur- & Intrapreneurship
Culture	Empowerment & Performance	Sustainability
How to get there	1 CRT growth with hunting for market share, entering new applications 2 Plant expansions; ODT transformers and doubling PT capacity 3 Extending PT market with SPT product line and new applications 4 Kyte Powertech growth		7 6 O P ro rg c a e n ss iz a a ti n o d n c a o l st D e o v p e t lo im p iz m a e ti n o t n	O n e E R P	G e t f it f o r g ro w t h
	5 Increasing PT sales, especially penetrating German market (incl. Up-/Cross selling)

Strategy ¦ Leadership Culture as underlying key driver for leadership

Outlook & take aways

Markus Laesser | Group CEO

Outlook & take-aways Key take-aways

R&S Group aims to deliver profitable growth thanks to sound market fundamentals, execution on strategy, market initiatives including cross-selling, substantial investments into capacity expansion and specific strategic initiatives.

Consistent execution on the group's strategic roadmap has resulted in successful financial and operational performance, including M&A.

	Leverage combined product portfolio / depending on available factory capacity
Region	Opportunity	Timing	Estimated sales potential
	Kyte 4-6MVA distribution fransformers to the German market	1-2 vears	CHES = 15 million
	R&S 10-40MVA power fransformers to UK and Ireland generation market via EPC	2-3 years	CHF2 - 3 million
	R&S cast resin distribution transformers to the UK and Ireland market for data centres	0.5-2 vears	CHF1 - 4 million	Mid-point scenarios estimated at
	R&S 20-25MVA power transformers to UK and Ireland utilities	3-5 vears	CHF2 - 3 million	CHF 20 - 30 million unfil 2027.
	R&S 400-1,000kVA distribution transformers to the UK	0.5-1 years	CHF - 1 million
	R&S 20-25MVA power transformers to Belgium and Netherlands utilifies (already pursued by R&S)	2-3 vears	CHF 5-15 million

Strong market positions and demand, entry into new markets and applications and cross-selling potential underline the positive momentum.

Long term growth spurred by specific strategic initiatives based on combined business plan.

Strategic initiatives drive continued profitable growth.

Strategy ¦ Consolidate with stronger position Scale matters – R&S Group is well positioned

Q&A

Thank you for your attention.

We are now happy to answer your questions.

Financial Calendar 2025

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

Contacts

Investor Relations Media Relations Doris Rudischhauser Nic Weidmann Phone: +41 79 410 81 88 Phone: +41 70 372 29 81

Email: investors@the-rsgroup.com E-mail: media@the-rsgroup.com

Appendix

R&S plans to cut operational greenhouse gas emissions by 33% by 2033 compared with today's level.

R&S's goal is to achieve ISO 50001 certification for energy management in all plants by 2025 by improving energy efficiency, reducing environmental footprint and supporting sustainable operations.

Highlights on growth drivers ¦ New plant Bochnia Capacity expansion for new markets

Focus on oil-immersed distribution transformers

Capacity expansion:

• − Target output of above 1,000 units in the first build-up phase
• − Planned expansion to 2,600 units
• − Ramp-up in Q4-2024 and first deliveries to customers in Q1-2025

Deliveries to our key markets:

• − Germany
• − Poland
• − Nordics

Highlights on growth drivers ¦ New markets Germany offers promising potential

Achievements since market entry for last 2 years:

• − Successful build-up of stable customer base in Renewables with power transformers
• − Existing customer base of Substation Builders and Industrial projects with distribution transformers
• − In H1 2024, Germany contributed around 5% to R&S Group sales

Outlook:

• − Upsell with existing customer base, build long-term partnerships and extend footprint with selected Utilities
• − Increase market share in Germany with indirect sales network
  • o Extend to Municipalities and Industrial projects
  • o Develop Industrial applications e.g. Transportation and Harbour electrification

Highlights on growth drivers ¦ New applications Data centers

Requirements of data centers:

• − Power flows 24 hours a day all year round without interruption
• − Data centers consume huge amounts of power, 10…1000MW, growing at the upper limits
• − Fluctuating loads create transient overvoltage and resonance effects
• − Specific arrangement and characteristics of the transformer windings required

Our solution:

• − Detailed modelling and long-term observation of load behaviors
• − Our knowledge of these effects allow to design the windings for high safety and service life of a transformer

R&S Group with its product portfolio is well positioned to address this application

• − Pollution in cities surrounding busy harbours is largely due to vessels docking to ports and maintaining power production for the hotel load
• − Connecting to shore power cut emissions significantly
• − EU directive 2005/33/EG requires the ship in port to switch off the thermal motors and source electricity from land-based sources
• − First projects won

Highlights on growth drivers ¦ Market study Key findings market research Transformers Magazine

Survey participants:

253 responses from at least 19 countries and 5 continents (in HY1 2024) (mix of TSOs, OEMs and Transformer Component Suppliers)

Higher by 0-10%	22.7%	2
Higher by 10-30%		1
Higher by more than 30%		4

Around 70% estimate investment plans for new transformers in 2030 – 2033 to be higher than it was in 2020-2023