Rieter Holding Ltd. Announces Final Details on the Agenda Items of Today’s Extraordinary General Meeting

Ad-hoc announcement pursuant to Art. 53 LR

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The final details relate to the following agenda items for today’s Extraordinary General Meeting:

• Ordinary capital increase – tranche A (rights issue)
• Ordinary capital increase – tranche B (private placement)
• Reintroduction of the capital band

Rieter Holding Ltd. is publishing the final details of the agenda of today’s Extraordinary General Meeting, as announced in the invitation of August 25, 2025. This does not involve any new motions, merely serving instead to clarify the existing motions. It also represents publication of the final terms and procedure for the proposed issuing of subscription rights in the amount of around CHF 400 million and the proposed private placement in the amount of around CHF 77.4 million.

In addition to bank financing, the planned capital increase in two tranches will fund the planned acquisition of OC Oerlikon’s Barmag division. The two largest Rieter shareholders support the transaction. The largest Rieter shareholder, Peter Spuhler via his ownership of PCS Holding AG (approx. 33% shareholding), has committed to participate in the subscription rights issue on a pro rata basis by exercising his subscription rights and investing additional capital as part of the private placement. After completion of the capital increase – tranche A and tranche B – Peter Spuhler will continue to hold a stake of approx. 33% through his PCS Holding AG. The second largest Rieter shareholder, Martin Haefner via his ownership of BigPoint Holding AG (approximately 10% shareholding), has also committed to participate in the subscription rights issue on a pro rata basis by exercising his subscription rights and to invest additional capital as part of the private placement. The acquisition of the Barmag division is expected to be completed by the end of the 2025 financial year, subject to regulatory approval.

With reference to the invitation to the Extraordinary General Meeting sent on August 25, 2025, the Board of Directors of Rieter Holding Ltd. has set the final details of the proposals concerning the ordinary capital increase in tranche A (rights issue) and tranche B (private placement) as well as the reintroduction of the capital band in accordance with agenda items 2.1, 2.2 and 3. of the invitation as follows:

With regard to agenda item 2.1 Ordinary capital increase – tranche A (rights issue), the Board of Directors has decided to submit a definitive proposal to increase the share capital, which is to be reduced to CHF 46 723.63, by CHF 116 809.75 to CHF 1 214 814.38 by issuing 116 809 075 registered shares at a nominal value of CHF 0.01.

With regard to agenda item 2.2 Ordinary capital increase – tranche B (private placement), the Board of Directors has decided to submit a definitive proposal to increase the share capital from CHF 1 214 814.38 by CHF 145 762.70 to CHF 1 360 577.08 by issuing 14 576 270 registered shares at a nominal value of CHF 0.01.

With regard to agenda item 3. (reintroduction of the capital band), the Board of Directors has decided to submit a definitive proposal to create a capital band in accordance with Art. 653s et seq. of the Swiss Code of Obligations (CO) with a lower limit of CHF 1 292 548.23 and an upper limit of CHF 1 496 634.78 and to authorize the Board of Directors to increase the share capital within this band until September 18, 2030 (capital band) by issuing up to 13 605 770 registered shares with a nominal value of CHF 0.01 each or by increasing the nominal value of the existing registered shares and/or by canceling 6 802 885 registered shares with a nominal value of CHF 0.01 each or by reducing the nominal values of the existing registered shares.

The complete final wording of the proposals for the capital measures pursuant to agenda items 2.1, 2.2 and 3 can be found here: www.rieter.com/annual-general-meeting.

If the proposal of the Board of Directors regarding agenda item 2.1 Ordinary capital increase – tranche A (rights issue) is approved, existing shareholders will each receive one subscription right for each registered share they hold on September 22, 2025 after the close of trading.

The new registered shares will be offered to existing shareholders at a ratio of 25 new shares for 1 subscription right held, subject to legal restrictions and the approval by the Extraordinary General Meeting of the capital increase proposed by the Board of Directors. The subscription rights will be admitted to trading on the SIX Swiss Exchange and can be traded from September 23, 2025 to September 29, 2025. The subscription rights can be validly exercised from September 23, 2025 until October 1, 2025 at 12:00 noon (CEST) and thereafter expire without compensation.

Shares that are not subscribed by existing shareholders exercising their subscription rights may be offered to other investors. The number of new shares acquired by existing shareholders and the maximum number of shares to be placed under the share offer are expected to be announced on October 1, 2025 after the close of trading on the SIX Swiss Exchange.

The offer price for the new shares in tranche A (rights issue) is CHF 3.43. The offer price for the new tranche B shares (private placement) is CHF 5.31. The listing and first trading day of the new registered shares from the ordinary capital increase, tranche A and tranche B, on the SIX Swiss Exchange are expected to take place on October 2, 2025 while the completion and settlement of the subscription rights issue and the share offering are expected to take place on October 6, 2025.

Rieter Holding Ltd. has mandated UBS to carry out the rights issue, which has underwritten the rights issue.

Expected schedule of capital increase tranche A (rights issue):

Details of the rights issue and private placement can be found in the prospectus, which is expected to be available today after the close of trading following the Extraordinary General Meeting.

About Rieter

Rieter is a leading global supplier for manufacturing yarn from staple fibers in spinning mills. Based in Winterthur (Switzerland), the company develops and manufactures machinery, systems and components used to convert natural and man-made fibers and their blends into yarns in the most cost-efficient manner. Cutting-edge spinning technology from Rieter contributes to sustainability in the textile value chain by minimizing the use of resources. Rieter has been in business for 230 years, has 18 production locations in ten countries and employs a global workforce of around 4 560, about 15% of whom are based in Switzerland. Rieter is listed on the SIX Swiss Exchange under ticker symbol RIEN. www.rieter.com

Disclaimer

All statements in this report which do not refer to historical facts are forecasts which offer no guarantee of whatsoever with respect to future performance; they embody risks and uncertainties which include – but are not confined to – future global economic conditions, exchange rates, legal provisions, market conditions, activities by competitors and other factors which are outside the company’s control.

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for any securities. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The offer and listing of any securities will be made solely by means of, and on the basis of, a prospectus, which is to be approved by the competent review body and published.

A decision to invest in securities of Rieter Holding AG should be based exclusively on the prospectus published by Rieter Holding AG (the “Company”) for such purpose. Copies of such prospectus (and any supplements thereto) are expected to be available as of September 18, 2025 after close of trading free of charge from UBS AG, Swiss Prospectus Switzerland, P.O. Box, CH-8098 Zurich, Switzerland (email: swiss-prospectus(at)ubs.com), and from Rieter Holding AG, Klosterstrasse 20, 8406 Winterthur, Switzerland, (email: investor(at)rieter.com), during regular business hours.

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The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. In the United Kingdom this document is only directed at persons who (i) are qualified investors and who are also (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”); (iii) persons falling within Articles 49(2)(a) to (d), “high net worth companies, unincorporated associations, etc.” of the FSMA Order and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The securities are only available to relevant persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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This publication contains specific forward-looking statements, e.g. statements including terms such as “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 Rieter Holding AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Rieter Holding AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

Except as required by applicable law, Rieter Holding AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof (including any forward-looking statement) following the date hereof.

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