HT5 AG
: HT5 signs merger agreement with Centiel SA and publishes invitation to the 130th Annual General Meeting

Hochdorf (pta007/12.03.2026/07:00 UTC+1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN SUCH COUNTRIES

Ad hoc announcement pursuant to Art. 53 LR

Hochdorf, 12 March 2026

HT5 signs merger agreement with Centiel SA and publishes invitation to the 130th Annual General Meeting

HT5 AG (HT5) announces the conclusion of a merger agreement with Centiel SA (Centiel). The planned merger is central to HT5's strategic realignment and will lead - subject to the approval of the companies' general meetings - to the formation of a listed Swiss technology company with an international presence and significant growth potential within the critical power protection industry. The transaction is scheduled to be completed on 16 April, 2026.

The parties agreed on the valuation of Centiel's equity at CHF 125 million on a debt-free basis. HT5 is based on a valuation of CHF 2.04 per share. As part of the merger, Centiel shareholders will receive 61,274,508 fully paid-up registered HT5 shares at a nominal value of CHF 0.01 each. In addition, HT5 plans to conduct an ordinary cash capital increase by issuing up to 3,885,763 fully paid-up registered shares (accordingly 5% of the pro forma equity value) in conjunction with a market placement of some of the founding team's shares to create a marketable free float and to strengthen the financial flexibility of the merged company. The newly issued shares will be placed with institutional investors at an offer price of CHF 2.04. Various institutional investors have already made binding capital commitments to HT5, covering the entire amount of the planned issue and market placement. Members of the Board of Directors and management of Centiel and HT5 are subject to uniform lock-up periods of 12 to 24 months for their existing holdings.

Additionally, the Board members Gregor Greber, Christopher Detweiler and Andreas Leutenegger have committed to purchase an additional 4 million shares at an offer price of CHF 2.04, in a show of their firm belief in the appeal of the newly merged company. These shares are not being offered as part of the market placement and are partly subject to the lock-up described above.

The merger will create a company built on the Centiel Group's technology platform, international presence, and growth momentum. Centiel is a leading technology provider of highly available uninterruptible power supply systems. It operates in over 60 countries and achieved over 25% revenue growth and an EBIT margin of over 22% in fiscal year 2025. Upon completion of the merger, three representatives are expected to be elected to the Board of Directors: David Bond, an experienced technology manager and former CEO of Newave, who will serve as independent chairman, and the two co-founders, Filippo Marbach and Gerardo Lecuona who will serve as members of the Board of Directors. In addition, Board members Gregor Greber, Christopher Detweiler, and Andreas Leutenegger are standing for re-election. After six years on the Board of Directors, Andreas Herzog will not stand for re-election. During his tenure, he adeptly guided the transformation of the former Hochdorf Group into HT5 and through to the merger with Centiel. The Board of Directors thanks him for his valuable support and wishes him all the best in his personal and professional future endeavors. The proposed new appointments to the expanded Board of Directors combine capital market expertise with experience in technology and innovation management, ensuring both the integration of the Centiel founding team and the continuity of the current management.

Today, HT5 published the invitation to its 130th Annual General Meeting, which will take place on 13 April, 2026. At the meeting, HT5 shareholders will also vote on the approval of the merger agreement, capital increases, and various statutory amendments, including the relocation of the registered office to Lugano, the change of the company name to "Centiel AG," and the change of the company's purpose, which will in future also reflect its activities as an internationally operating technology company. All resolutions related to the transaction are linked by a set of mutual conditions and will only be implemented if the Annual General Meeting approves the entire transaction.

HT5 intends to publish the offering documents for the placement of the new shares shortly after the general meeting.

Consolidated key figures for the Centiel Group

The consolidated annual financial statements of the Centiel Group are available at the following link: https://www.ht5.ch/en/finanzberichte-generalversammlung

Investors & Media Contact

HT5 AG
Alexandre Müller ​​​​​​​
+41 43 268 32 31

contact@ht5.ch

About HT5 AG

HT5 is a Swiss stock corporation (Aktiengesellschaft) headquartered in Hochdorf, whose shares are listed on SIX Swiss Exchange under the ticker symbol HT5 and ISIN CH0024666528. HT5 emerged from the former HOCHDORF Group and is undergoing a strategic repositioning following completion of its financial restructuring and the lifting of the debt restructuring moratorium.

As a publicly listed holding company with substantial tax loss carry-forwards, HT5 is positioned as a platform for a business combination with an operational company seeking access to the Swiss capital market. HT5 is led by a board of directors with extensive capital markets experience. Further information is available at www.ht5.ch.

Legal Disclaimer
This press release or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful or require registration or any other measure and does not constitute an offer of securities for sale in such countries.

This publication constitutes neither an offer to sell nor a solicitation to buy securities of HT5 AG or CENTIEL SA and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act.

This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.

This communication does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") of the securities referred to in it (the "Secu-rities") in any member state of the European Economic Area (the "EEA") or, in the United Kingdom ("UK"), the UK Public Offers and Admissions to Trading Regulations 2024 (the "POATRs"). Any placements of the Securities to persons in the EEA or the UK will be made pursuant to an exemption under the Prospectus Regulation or the POATRs (as applicable), as implemented in member states of the EEA or the UK, from the requirement to produce a prospectus for offers of the Securities.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the placements in the United States, and does not intend to conduct a public offer of securities in the United States.

This publication may contain specific forward‑looking statements, e.g., statements including terms like 'believe', 'assume', 'expect', 'forecast', 'project', 'may', 'could', 'might', 'will' or similar expressions. Such forward‑looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of HT5 AG or CENTIEL SA and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward‑looking statements. Neither HT5 AG nor CENTIEL SA assumes any responsibility to update forward‑looking statements or to adapt them to future events or developments.

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Emitter:	HT5 AG Bellevuestrasse 27 6280 Hochdorf Switzerland
Contact Person:	Gregor Greber
E-Mail:	contact@ht5.ch
Website:	www.ht5.ch
ISIN(s):	CH0024666528 (Share)
Stock Exchange(s):	SIX Swiss Exchange