HT5 AG
: Shareholders' Meetings of HT5 and Centiel approve merger – first trading day targeted on 17 April, 2026

Hochdorf (pta032/13.04.2026/20:45 UTC+2)

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, 13 April 2026

Shareholders' Meetings of HT5 and Centiel approve merger – first trading day targeted on 17 April, 2026

At today's Annual General Meetings, the shareholders of HT5 AG and Centiel SA approved the merger of the two companies. The transaction creates a Swiss technology company with a strong international presence and significant growth potential within the critical uninterruptible power supply industry publicly traded on the SIX Swiss Exchange.

At the General Meeting, HT5 shareholders approved all relevant resolutions relating to the transaction. These included, in particular, the implementation of the planned ordinary cash capital increase followed by a share placement, the relocation of the company's registered office to Lugano, the change of the company name to Centiel AG, and the amendment of the merged company's purpose. These resolutions are subject to, and will become effective upon, the completion of the merger and its registration in the Commercial Register.

Upon completion of the merger, three representatives from Centiel were elected to the Board of Directors. David Bond, an experienced technology executive and former CEO of Newave, was elected as independent Chairman of the Board. The two co-founders of Centiel, Filippo Marbach and Gerardo Lecuona, were elected as members of the Board. The existing Board members, Gregor Greber, Christopher Detweiler and Andreas Leutenegger, were also re-elected.

Offering fully secured

The ordinary cash capital increase comprises the issuance of up to 3,885,763 fully paid-in registered shares, corresponding to 5% of the pro forma equity value. This is combined with a market placement of 11,501,225 shares by Centiel's founding team, creating a marketable free float and strengthening the financial flexibility of the merged company. All of the 15,386,988 shares were fully subscribed by various investors acting as cornerstone investors at the offer price of CHF 2.04 per share, providing full placement certainty for the contemplated offering. Uniform lock-up periods of 12 and 24 months apply to the existing holdings of Centiel's and HT5's Board of Directors and management.

Following the Annual General Meeting of HT5 AG, the offering and listing prospectus was published today and is available on the company's website.

First trading day targeted on 17 April, 2026

The offer period is expected to end on 14 April at 17:00 CEST, with the capital increase scheduled for 16 April, and trading in the new shares on the SIX Swiss Exchange set to begin on 17 April under the ticker CNTL. All voting results will be published in detail in the Annual General Meeting minutes on the HT5, respectively Centiel websites.

Investors & Media Contact

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

contact@ht5.ch

About HT5 AG
HT5 is a Swiss stock corporation listed on the SIX Swiss Exchange that has entered into a merger agreement with Centiel. Centiel is a Swiss-based technology company that designs, manufactures, and delivers industry-leading power protection solutions for critical facilities. The company's class-leading, energy-efficient uninterruptible power supply (UPS) systems offer the highest availability and reliability. They were developed by the innovators of the industry's first transformer-less UPS and the world's first three-phase modular UPS. Centiel's channel partners and subsidiaries' network rapidly expands, providing premier power protection solutions worldwide. 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. The offer and listing is being made solely by means of, and on the basis of, the published prospectus (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of HT5 AG (to be renamed Centiel AG) should only be made on the basis of the prospectus. The prospectus is available free of charge in Switzerland for twelve months after the First Day of Trading at UBS AG, Swiss Prospectus Switzerland, P.O. Box, 8098 Zurich, Switzerland (voicemail: +41 44 239 47 03; fax number: +41 44 239 69 14; e-mail: swiss-prospectus@ubs.com ).

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 "Securities") 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