VT5 Acquisition Company AG

Investor Presentation • Jun 24, 2025

R&S Group Investor presentation

Berenberg Pan-European Discovery Conference 2025

12-13 June 2025 Cap Vermell Grand Hotel - Mallorca, Spain

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.

Table of contents ³

1	Introduction Eduardo Terzi
2	Introduction and key messages
3	Full year 2024 financial results
4	Guidance
5	Sustainability
6	Outlook & take aways
7	Q&A

Company representatives

Eduardo Terzi Group CEO

Matthias P. Weibel Group CFO

Doris Rudischhauser Investor Relations Officer

Introduction Eduardo Terzi

Introduction Biography Eduardo Terzi

Eduardo Terzi Brazilian and Italian citizen

MBA from University of Maryland, USA,

Electrical Engineering Degree from Escola Federal de Engenharia de Itajuba, Brazil

Experience

Education

CEO Transformers, Bushings, Instrument Transformers at Siemens Energy, Erlangen/Germany (2019 – 2022). From 2012 – 2018, CEO Distribution Transformers at Siemens Energy, Nurnberg/Germany. CEO and Board Member Siemens Transformers S.p.A., Trento/Italy (2010-2012). Previously, various roles at Siemens AG in Germany and Brazil.

Skills and interests

Family/kids, running/fitness, playing guitar, home theater, traveling

"Strategy only works when it meets strong and disciplined day-to-day execution. This is how we drive customer trust and profitable growth"

Introduction and key messages

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

• Business driven by strong mega trends for expanded electrification, except temporary slowdown in electrical vehicle.
• Underlying trends still alive for utility.
• Growth potential with more focus on utility business, mainly in Germany, already at 8% of sales.

Introduction ¦ Highlights Highlights 2024

Introduction ¦ Strategy 17 Strategic pillars – portfolio management and M&A as integral parts

Full-year 2024 financial results

FY 2024 financial results Key figures per 31 December 2024 in MCHF

FY 2024 financial results Key figures per 31 December 2024 in MCHF

	2024 reported	2024 adjusted1	2023 reported	2023 adjusted2	Change in reported figures
	MCHF	MCHF	MCHF	MCHF	in%
Order Intake	305.5	305.5	264.6	245.0	15%
Order backlog	278.0	278.0	185.7	185.7	50%
Net sales	282.6	282.6	216.9	201.6	30%
Operating result (EBIT)	62.7	65.1	28.7	37.5	119%
as % of net sales	22.2%	23.0%	13.2%	18.6%
Profit after tax	41.2	47.3	11.6	28.9	254%
Free Cash Flow	-176.2	44.9	33.2	26.4	n.a.
Earnings per share in CHF 0	1.31	1.51	0.40	1.00	228%
Net financial debt	-91.3 8	n.a.	6.7	n.a.	n.a.
Dividend per share in CHF 9	0.50	0.50	0.25	0.25	100%
Year-end Number of full-time equivalents 10	1'192	1'192	616	616	94%

1 Including Kyte Powertech (20 August until 31 December 2024).

2 Figures adjusted for divested plant in Czech Republic (SERW) and non-operating listing costs from initial business combination of 8.0 MCHF.

3 Adjusted for extraordinary Irish Employee Benefit Program related to Kyte Powertech acquisition of 2.5 MEUR.

4 Adjusted for subsequent tax payment in Italy of 3.7 MCHF and Irish Employee Benefit Program of 2.5 MEUR.

5 Adjusted for net cash outflow from Kyte Powertech acquisition of 217.4 MCHF (incl. transaction costs of 10.0 MCHF) and subsequent tax payment in Italy.

6 Basic Earnings per share computed by dividing Profit after tax by the weighted average number of shares outstanding (31'403'842 shares in 2024).

7 Defined as cash and equivalents less (interest-bearing) short- and long-term liabilities.

8 Including -165 MCHF financial debt of R&S Group Holding AG (syndicated loan for the acquisition of Kyte) and banks arrangement fee of 1.9 MCHF.

9 Proposal by the Board of Directors to the AGM of 14 May 2025.

10 Including 513 new FTE of Kyte Powertech per end of 2024. In 2023 without FTEs of divested plant in Czech Republic (SERW).

FY 2024 financial results Consolidated profit & loss statement

A
B
C
D
E
F
G

slightly higher weighted average number of shares outstanding as PSU are included per year-end if targets have been achieved (20'000 PSU)

A Net sales

E

F

• all product groups with higher sales compared to prior year
• increased share of sales in Western Europe and high operating income due to high WIP of power transformers
• neglectable impact of FX (stronger PLN was offsetting negative impact of weaker EUR)
• B Material costs overall stable material prices with good availability of key materials; materials ratio at 55% compared to 57% in 2023.
• Value added / Gross margin significant increase due to higher output, expiry of some low-margin contracts and more sales to Germany. B
• C Personnel costs only higher in absolute terms due to higher number of employees and new capacities (Kyte and new plant near Bochnia), but very stable in relation to net sales (17.6% excluding one-off impact in 2024 from Kyte employee plan).
• D Operating expenses higher maintenance costs and operational costs as a result of increased output as well as expenses for «being public» and the integration of Kyte (7.9% vs. 6.4% in prior year).

Other operating expenses slight increase of warranty provisions as a result of the higher net sales. Prior year figures include amortiz. of historical goodwill and net assets of sold Czech plant.

Depreciation and amortisation higher due to the continued increase in investments and assets capitalization as part of the PPA of Kyte (property and software).

G Tax expenses increased due to higher taxable profit, continued consumption of remaining tax loss carry-forwards (most of the available losses were consumed in 2023), expired tax exemptions for

Business growth led to high operating income

High profitability and strong cash conversion

Stable equity development …

Impact of Kyte acquisition on balance sheet Purchase price and goodwill treatment

-

-

FY 2024 financial results All product groups with continuing strong order intake

Book-to-Bill (smooth out average from August onward)

• ◼ Continuous high monthly order intake from key markets (CH, GER, IT)
• ◼ Delays in the ramp-up of the new plant near Bochnia had an impact on order intake and net sales of around 8 MCHF in the second half of 2024.
• ◼ Flattened Book-to-bill > 1 following the acquisition of Kyte (see graph above).
• ◼ After some exaggerations in the previous year, prices normalized in 2024. However, no signs of a price erosion or significantly lower margins.
• ◼ High backlog for Power Transformers until Q1/2027, adequate backlog for Oil Distribution- and Cast Resin Transformers.

Previous year 2023 includes Czech plant SERW (sold in Dec. 2023) Current year 2024 includes Kyte Powertech (20 August until 31 December 2024)

FY 2024 financial results Sales mix by country (I)

• ◼ With the acquisition of Kyte, the risk profile of R&S Group has improved as not only the sales mix by country but also by product group is better diversified than before.
• ◼ Positive sales mix (see pie chart on the right side) with 72% net sales in Western Europe (vs. 54% throughout 2023). Even without the sales of Kyte in the UK and Ireland, the share of net sales in Western Europe would have gone up to 66%.
• ◼ R&S has no sales exposure to the US.
• ◼ With additional capacities, further expansion of market shares in already strong home markets such as UK is feasible.
• ◼ PoC-related sales +30% higher compared to prior year (over 20% of total sales).
• ◼ Sales generated in the German market 8% of total net sales (vs. 4% compared to prior year).
• ◼ High current backlog of over 300 MCHF per end of March 2025.

FY 2024 financial results Sales mix by country (II)

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

Poland

Italy

• Other Europe
• Middle East
• Germany
• Baltics
• Nordics
• France
• Asia
• Spain
• RoW

Combined sales mix FY 2024 by country (%) after acquisition of Kyte

Switzerland

back

FY 2024 financial results Strong cash conversion supports further growth

27

• ◼ Purchase price of 246.9 MCHF plus transaction costs of 10 MCHF (total investment 256.9 MCHF).
• ◼ Net assets acquired from Kyte 56.0 MCHF (book values).
• ◼ Price adjustments of CHF 20.2 million as part of the purchase price allocation (PPA): Land & building (+3.9 MCHF), Design software (+19.9 MCHF) and corresponding deferred tax liability (-3.6 MCHF) on temporary difference.
• ◼ Goodwill of 180.7 MCHF offset against equity in FY2024 financial accounts leads to negative equity per YE 2024*) .
• ◼ By 31 December 2025, we expect to report positive equity again.

*) Goodwill recognized at Group level (Swiss GAAP FER 30/31).

Impact of Kyte acquisition on balance sheet Positive development of R&S equity in 2024

In 2024 all outstanding warrants were either exercised, converted from conditional capital (0.361 shares per warrant) or redeemed by the company. Total amount of shares per 31 Dec 2024 37'239'162 with a nominal value of CHF 0.10 each

Impact of Kyte acquisition 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 financing of the acquisition of Kyte, including a syndicated 5-year loan with 10 Swiss banks in the amount of 160 MCHF and RFC (revolving credit facility) of 30 MCHF.

Capital increases and continuous growth led to a net leverage of 1.4x by end of 2024.

-10.00x

-8.00x

-6.00x

-4.00x

-2.00x

0.00x

2.00x

FY 2024 financial results ¦ Valuation and ownership Share price performance and shareholder structure

Comments

• RSG has been listed on SIX Swiss exchange since 13 Dec 2023 (symbol: RSGN).
• Share price development +164%¹ since listing.
• Market capitalization CHF 983 million as of 5 June 2025 (GBP 883 million), +240% since listing² .
• Number of shares outstanding: 37.2 million.

1) Calculated based on closing prices.

2) Based on number of shares outstanding at listing and as of 5 June 2025, incl. conversion of redeemable warrants.

3) Free float according to definition of SIX Index Division excludes Artemis

4) Significant shareholders >3% with percentage as filed with SER Disclosure Office.

As of 5 June 2025

Free float of 90.5%

Number of shareholders: 1,935

Significant shareholders⁴

Artemis Beteiligungen AG

UBS Fund Management (Switzerland) AG

The Capital Group Companies

Janus Henderson

9.5%

12.9%

4.0%

Other 17.1%

Not registered 24.0%

9.9%

8.0%

5.0%

4.6%

5.0% 3.2%

Lock-up 8 members (Kyte management)

Swisscanto Fondsleitung AG

J.P. Morgan Chase

Other institutional investors

Guidance

Guidance update R&S to deliver profitable growth on a sustainable basis

	outlook*) Mid-term	Commentary
Netsales growth	Refined 10%-13% p.a.	• Mid-term outlook organic growth over the cycle. • Continuing global electrification demand, decarbonization, decentralization and aged grids. • Increased importance of sales mix and currencies due to integration of Kyte.
EBIT margin	Confirmed Around 20% of net sales	• Resilient gross profit margin profile. • Economies of scale from continued net sales growth. • Operational excellence supporting margin expansion. • Good cost discipline at all plants.
Free cash flow margin	Confirmed 10%-12% of net sales	• FCF equals cash flow from operating activities minus cash flow from investing activities. • Mid-term lower as investment waves increase. • Strong focus on cash conversion.
Dividend policy and leverage	Confirmed CHF 0.50 per share	• Stable dividend for FY2024 to FY2026, thereafter accelerated. • Mid-term target below 1.0x Net Debt / LTM EBITDA. • Excess cash to be returned to shareholders.

Sustainability

Sustainability Report on non-financial matters

• ◼ The non-financial report 2024 is separated from the annual report and has been established in accordance with Art. 964a et seqq. of the Swiss Code of Obligations.
• ◼ At R&S Group, we are committed to driving sustainability and responsible business practices across all facets of our operations.
• ◼ Our commitment to social responsibility is evident in our efforts to create a safe, inclusive and fair workplace.
• ◼ We are actively working on embedding sustainability further into our corporate structure and promoting the development of relevant skills across all levels.
• ◼ We strive to continue to engage with our stakeholders, ensuring that our actions align with their expectations and contribute positively to society, while also focusing on innovation to meet the evolving demands of the electrical infrastructure industry.
• ◼ R&S Group has scheduled a double materiality assessment for the year 2025 to deepen the analysis of the material impacts, risks and opportunities arising from the Group's own operations and value chain.

Sustainability 37 R&S Group focuses on sustainability and reduction of GHG emissions

R&S Group managed to reduce the amount of electricity needed per unit of revenue by more than half, from 59.06 kWh to 25.3 kWh, incl. Kyte for four months in 2024.

• ◼ Raw Material Efficiency: Our continued optimization of transformer design has led to a reduction in raw material consumption.
• ◼ The new EcoPlus2030 transformer series has been designed to emit lower carbon emissions than existing models, utilizing steel with a low CO2 intensity.
• ◼ GHG Emissions & Energy Efficiency: Our operational GHG emissions are diligently measured at regular intervals.
• ◼ Tesar Italy, Kyte and ZREW have implemented the Energy Management System, in line with ISO 50001, focusing on continual improvement of energy performance.
• ◼ Kyte has implemented ISO 14064 for the balancing and verification of greenhouse gases.
• ◼ R&S Group has installed solar photovoltaic panels at some of its facilities to reduce consumption of electricity from fossil-fuel power stations.

2024

Starting our journey toward a sustainable future. Preparation for TCFD (climate risk) & CSRD (EU reporting). Laying the foundation for international standards.

2025

Building structure and beginning implementation. Introducing: ISO 50001 (Energy). First climate risk assessment (for 2024).

2026

Making sustainability visible across the company. Introducing: ISO 14064-1 (GHG accounting), 22301 (Business Continuity), 26000 (Social Responsibility), 27001 (IT Security), 31000 (Risk), 37001 (Anti-Corruption). Full implementation of ISO 45001 & 50001 in all plants.

2027 onwards

Annual sustainability reports (e.g. ESRS). Implementation of EURD (Regulation on Deforestation-free products) & CSDDD (supply chain due diligence). Full implementation of all ISO norms on Group level. Sustainability becomes part of our identity.

Outlook & take aways

Outlook & take-aways Update on strategic initiatives which 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	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)		t n

Outlook & take-aways Key take-aways

42 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.

Excellent financial and operational performance in 2024, including M&A, lay the basis for the future development of the Group.

Fundamental market trends and opportunities are intact, underlining the positive momentum.

Positive outlook thanks to specific strategic initiatives that drive continued profitable growth long term.

Q&A

Thank you for your attention.

We are now happy to answer your questions.

Financial Calendar 2025/2026

Trading update half-year 2025 29 July 2025 Release of semi-annual report 2025 11 September 2025 Annual General Meeting 7 May 2026

Contact

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

Appendix

FY 2024 financial results Consolidated profit & loss statement

A
B
C
D
E
F
G

slightly higher weighted average number of shares outstanding as PSU are included per year-end if targets have been achieved (20'000 PSU)

A Net sales

E

F

• all product groups with higher sales compared to prior year.
• increased share of sales in Western Europe and high operating income due to high WIP of power transformers.
• neglectable impact of FX (stronger PLN was offsetting negative impact of weaker EUR).
• B Material costs overall stable material prices with good availability of key materials; materials ratio at 55% compared to 57% in 2023.
• Value added / Gross margin significant increase due to higher output, expiry of some low-margin contracts and more sales to Germany. B
• C Personnel costs only higher in absolute terms due to higher number of employees and new capacities (Kyte and new plant near Bochnia), but very stable in relation to net sales (17.6% excluding one-off impact in 2024 from Kyte employee plan).
• D Operating expenses higher maintenance costs and operational costs as a result of increased output as well as expenses for «being public» and the integration of Kyte (7.9% vs. 6.4% in prior year).

Other operating expenses slight increase of warranty provisions as a result of the higher net sales. Prior year figures include amortiz. of historical goodwill and net assets of sold Czech plant.

Depreciation and amortisation higher due to the continued increase in investments and assets capitalization as part of the PPA of Kyte (property and software).

G Tax expenses increased due to higher taxable profit, continued consumption of remaining tax loss carry-forwards (most of the available losses were consumed in 2023), expired tax exemptions for

HY 2024 financial results Consolidated Balance Sheet as of 31 December 2024

A
B
B
C
D

Increase of 45% after self-financing of a payout of dividend from the capital contribution reserve in the first half of the year. A

• B Increase is reflecting both, acquired working capital from Kyte as well as higher business volumes leading to higher work-in-progress inventories (PoC-WIP in particular).
• C Tangible assets growth reflects investments in a new plant near Bochnia (PL), in the new machines across the group and impact from acquired Kyte assets (14.2 MCHF), including purchase price adjustment (PPA) to property.
• D Higher intangible assets are mainly due to the purchase price adjustment (PPA) to software of Kyte of 22.3 MCHF. Refer to Note 29 for PPA details.
• Increase is due to syndicated loan for the acquisition of Kyte (160 MCHF plus 5 MCHF RCF at Saron-based interest of 2.7% (end of Dec 2024) E

E
B
E
F

^F Negative equity as the goodwill from Kyte acquisition of CHF 180.7 million was offset against equity in accordance with the Group's accounting policy and Swiss GAAP FER. At the same time, the capital increase of 96.7 MCHF in the second half of the year led to a strengthened equity.

FY 2024 financial results Consolidated Cash Flow Statement as of 31 December 2024

A
B
C
C
D
E

A Strong increase driven by higher volume and profitability. «Other non-cash items» include a restricted cash deposit in Poland to support bank guarantee lines were terminated in January 2025 and moved to Cash.

• B Cash flow from Operations continued its improvement in 2024 with positive impact from growing profitability, increasing advance payments from customers and controlled Net working capital.
• C Net cash outflow from Kyte Powertech acquisition of 217.4 MCHF includes transaction costs of 10.0 MCHF and acquired cash. Reported Free cash flow adjusted by this amount and by subsequent tax payments in Italy (included in "change in provisions") reached 44.9 MCHF (15.9%).
• D Positive impact of capital increase of 96.7 MCHF in the second half of the year. The main contribution came from the redemption of the outstanding 6'666'657 warrants. In 2024 the (volume-weighted average) share price rose above CHF 16.50 the company exercised its redemption option. All warrants were either exercised, converted (0.361 shares per warrant) or redeemed by the company
• E Increase is due to syndicated loan for the acquisition of Kyte (160 MCHF plus 5 MCHF RCF at Saron-based interest of 2.7% (end of Dec 2024)

¹) Other non-cash items in current year include bank guarantee deposits to Poland's banks to secure guarantees issued by ZREW In prior year, non-cash items include goodwill recycling upon disposal of SERW