PFISTERER Holding SE announces price range and offers structure for planned IPO

CORPORATE NEWS

May 5, 2025

Not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan, or any other jurisdiction in which the publication, distribution or release would be unlawful. Please see the important notice at the end of this document.

PFISTERER Holding SE announces price range and offers structure for planned IPO

• IPO price range set between EUR 25.00 to EUR 29.00 per share
• Primary offering of 3.50 million new shares and secondary offering by Company’s current shareholders of c. 1.69 million secondary base shares
• Additional c. 0.78 million secondary shares to cover a potential over-allotment
• Complemental potential secondary offering via an upsize option of up to 1.00 million shares to further improve the liquidity and free float
• Free float up to c. 38.5% after the IPO
• Offer period is expected to commence on May 6 and end on or around May 12, 2025
• First day of trading on the SME Growth Market Segment Scale of the Frankfurt Stock Exchange is expected to be on or around May 14, 2025
• The gross proceeds of approximately EUR 100 million from the issue of new shares are to be used primarily to further accelerate the Company’s profitable growth and for the expansion of manufacturing capacities by investing in existing facilities

Winterbach, May 5, 2025 - PFISTERER Holding SE (the “Company” or “PFISTERER”), a family-owned and independently operating global technology company developing, manufacturing and selling products for the connection and insulation of electrical conductors for power grid interfaces, has set the price range for its planned initial public offering (the “Offering”) at EUR 25.00 to EUR 29.00 per share. The final offer price will be determined by way of a bookbuilding process. The Offering comprises 3.50 million new shares from a capital increase (“New Shares”) and c. 1.69 million secondary base shares (“Secondary Base Shares”) from the current shareholders, up to 1.00 million secondary upsize shares (“Secondary Upsize Shares”) equally from the major shareholders Karl-Heinz Pfisterer and Anna Dorothee Stängel (the “Major Shareholders”) as well as c. 0.78 million secondary shares provided by the largest shareholder Karl-Heinz Pfisterer to cover a potential over-allotment (together with the New Shares, Secondary Base Shares and Secondary Upsize Shares, the “Offer Shares”). The lock-up period will be 180 days for the Company, 180 days for the Major Shareholders and 360 days for the members of the management and supervisory board. Free float after the IPO is expected to be up to c. 38.5%, subject to placement of all Offer shares including the Secondary Upsize Shares. Depending on the final offer price, the total placement volume is expected to be between c. EUR 149.2 million and c. EUR 173.1 million without the Secondary Upsize Shares option and between c. EUR 174.2 million and c. EUR 202.1 million including the full exercise of the Secondary Upsize Shares option, assuming in both cases the full exercise of the over-allotment option.

PFISTERER intends to outperform growth in underlying addressable markets across power grid interfaces through its broad product portfolio and strong positioning in high and extra-high voltage. To support this, the Company plans to invest in total approximately EUR 215 million over the mid-term, which should be financed by a combination of IPO proceeds and operating cash-flow. The expected primary gross proceeds of the Offering of up to EUR 101.5 million (calculated at the top end of the price range) will further accelerate the Company's profitable growth. The use of these proceeds will comprise investments in Germany and abroad in the expansion of its manufacturing capacities, particularly by enhancing its existing production sites, upgrading machinery and equipment, advancing automation, and improving infrastructure and logistics (including investments in warehouse technology and the modernization of key facilities to support increased production efficiency and scalability). Investments will also be made in the development of innovative technologies, products and solutions, particularly in the field of high voltage direct current (HVDC) technology including a high voltage development and testing laboratory, as well as developing other innovative product solutions to meet evolving market demands. In a smaller portion the proceeds will be used for strategic M&A investments to drive international market growth and strengthen PFISTERER’s technological leadership.

The Offering is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin). Upon approval, the prospectus will be published in the Investors section of the Company’s website www.pfisterer.com. The Offering is expected to consist of a public offering in Germany and international private placements including an U.S. private placement according to Rule 144A to Qualified Institutional Buyers.

The period during which investors may submit purchase orders is expected to commence on May 6, 2025, following publication of the prospectus, and to expire on or around May 12, 2025. Retail clients (natural persons) may submit purchase orders for the public offering in Germany during the Offer Period through the syndicate banks and their affiliated entities. In addition, retail investors (natural persons) can place orders in the Offering in Germany expected to begin on May 8, 2025, through the subscription functionality (Zeichnungsfunktionalität) DirectPlace© of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).

Trading of the Company's shares on SME Growth Market Segment Scale of the Frankfurt Stock Exchange is expected to commence on or around May 14, 2025 under the trading symbol “PFSE” and the ISIN DE000PFSE212. To further enhance the transparency standards, PFISTERER intends to comply on a voluntary basis with the follow-up disclosure obligations applicable to companies listed in the Prime Standard of the Frankfurt Stock Exchange.

Berenberg and COMMERZBANK (in cooperation with ODDO BHF) are acting as Joint Global Coordinators and Joint Bookrunners, with LBBW as Co-Global Coordinator and Joint Bookrunner and ICF BANK as Co-Manager in connection with the Offering.

ABOUT PFISTERER

PFISTERER is a globally leading and independent technology company headquartered in Winterbach, being located near Stuttgart. The company develops, produces and sells solutions for insulating and connecting electrical conductors for the interfaces in power grids - from the generation and transmission to the distribution of electrical energy - on land, at sea and in the air. With its innovative strength, state-of-the-art production and worldwide distribution network, PFISTERER offers advanced solutions to the challenges of electrification. Since its foundation in 1921, PFISTERER has established itself internationally as a pioneer in modern energy infrastructure and is an attractive employer in a future-oriented industry with exciting development opportunities for more than 1,200 employees. PFISTERER Holding SE is represented worldwide with 17 operating locations in 15 countries.

INVESTOR RELATIONS CONTACT FOR FURTHER QUESTIONS

Stefanie Eberding

PFISTERER Holding SE

Rosenstr. 44

73650 Winterbach

Germany

Tel.:     +49 7181 7005 149

E-Mail:   stefanie.eberding.extern@pfisterer.com

Web:  www.pfisterer.com

PRESS CONTACT

edicto GmbH

Doron Kaufmann / Axel Mühlhaus

Tel.: +49 69 90550553

E-Mail: pfisterer@edicto.de

Disclaimer

In any member state of the European Economic Area or the United Kingdom, this communication is only addressed to and is only directed at qualified investors in such member state or the United Kingdom within the meaning of the Regulation EU 2017/1129 (the “Prospectus Regulation”) or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), respectively, and no person that is not a qualified investor may act or rely on this communication or any of its contents.

This communication is being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) to persons who are “qualified investors” within the meaning of Article 2 of the UK Prospectus Regulation and who are also (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth companies, and other persons falling within Articles 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offer in Germany will be made solely by means of, and on the basis of, a published securities prospectus. An investment decision regarding the publicly offered securities of PFISTERER Holding SE should only be made on the basis of the securities prospectus (including any supplements thereto, if any) approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin), which approval should not be understood as an endorsement of the securities offered. The securities prospectus is available free of charge on PFISTERER Holding SE’s website (www.pfisterer.com).

The present material contains various statements relating to the future development of PFISTERER Holding SE. These statements are based on assumptions and estimates. Although we are convinced that the forward-looking statements are realistic, they are not guarantees of future performance since our assumptions involve risks and uncertainties that could cause actual the actual performance and results as well as the financial and net asset position to differ materially from those anticipated. Such factors include market fluctuations, the development of world market prices for commodities or spare parts as well as financial markets and exchange rates, changes in national or international laws and regulations or fundamental changes in the economic and political environment. PFISTERER Holding SE does not intend to and does not undertake any

The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The expected date of the inclusion in trading of shares of the Company on the Scale segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the “Listing”) may be influenced by things such as market conditions. There is no guarantee that Listing will occur and no financial decision should be based on the intentions of the Company in relation to Listing at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

In connection with the Offering of the shares in PFISTERER Holding SE, Joh. Berenberg, Gossler & Co. KG will act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the open market (Scale) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be May 14, 2025, and ending no later than 30 calendar days thereafter (the “Stabilization Period”). Stabilization transactions may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and it may cease at any time. Stabilization measures may be effected on any stock market, over-the-counter market, stock exchange or otherwise. In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the new shares and secondary base shares to be offered in the IPO (the “Overallotment Shares”). Karl-Heinz Pfisterer has granted the Stabilization Manager an option to acquire a number of shares in the Company equal to the number of Overallotment Shares at the offer price, less agreed commissions (so-called Greenshoe option). To the extent Overallotment Shares were allocated to investors in the IPO, the Stabilization Manager, acting for the account of the syndicate members, is entitled to exercise this option during the Stabilization Period.

Each of Joh. Berenberg, Gossler & Co. KG, COMMERZBANK Aktiengesellschaft, Landesbank Baden-Württemberg and ICF Bank AG (together, the “Banks”) is acting exclusively for PFISTERER Holding SE (the “Company”) and the Selling Shareholders and no one else in connection with the planned offering of shares of the Company (the “Offering”) and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein. Each of the Banks and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the planned Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the planned Offering or otherwise. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective representatives accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.