Notes to the financial statements of Rieter Holding Ltd.

The financial statements of Rieter Holding Ltd. have been prepared in accordance with the provisions of Swiss accounting law.

Significant accounting policies that are not specified by the Swiss Code of Obligations are listed below.

In principle, investments are measured individually. If management and internal performance assessment are combined for a group of investments, impairment testing for these investments may also be combined. Investments are recognized in the balance sheet at acquisition cost less necessary accumulated value adjustments.

Treasury shares are recognized at historical cost and presented as a negative component of equity. If treasury shares are sold or reissued subsequently, any resulting gains or losses are directly recognized against voluntary retained earnings.

All monetary assets and liabilities in foreign currencies are translated at year–end exchange rates. Losses from the revaluation of non–current receivables and payables are recorded in the income statement, whereas the respective gains are not recognized. Income and expenses as well as all transactions in foreign currencies are translated using the exchange rate prevailing on the date of the transaction. The resulting foreign currency gains and losses are recognized in the income statement.

Derivative financial instruments are recognized only on the balance sheet if unrealized losses exist.

Rieter Holding Ltd. has prepared its consolidated financial statements in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Therefore, Rieter Holding Ltd. has applied the exemption included in Art. 961d, para. 1 Swiss Code of Obligations and has not prepared additional disclosures on interest–bearing liabilities and audit fees as well as a separate cash flow statement.

Other income consists mainly of the contractually agreed compensation payments from group companies.

Financial expenses consist mainly of interest payable on the fixed–rate bonds and liabilities payable to banks and group companies as well as the foreign exchange result. In addition, the costs related to financial instruments for the announced Barmag acquisition are included.

In the previous financial year, general business risks led to an increase in value adjustments by CHF -15.0 million, which was reflected in a corresponding reduction of the investments in subsidiaries. In 2025, the financial statements reflect a write‑off of long‑term receivables associated with the disposal of a subsidiary. The release of value adjustments and provisions in 2025 includes the reversal of provisions amounting to CHF 5.1 million.

Cash and cash equivalents include bank accounts and increased in 2025 as a result of the capital increase.

Receivables from group companies consist mainly of current account credit facilities granted to subsidiaries based on market terms and conditions in the context of central cash management.

Prepaid expenses and accrued income consist mainly of financing costs and accrued taxes. Accrued expenses and deferred income include mainly accrued taxes, interest and cost related to financial instruments.

The financing requirements of the subsidiaries were covered with non–current loans, granted by Rieter Holding Ltd. based on market terms and conditions.

Below is a list of all investments. SSM Vertriebs AG has been merged into SSM Schärer Schweiter Mettler AG in 2025.

The increase in 2025 relates to accrued expenses associated with the Barmag transaction.

Rieter Holding Ltd. manages cash and cash equivalents of group companies in the central cash pool.

In 2024, Rieter Holding Ltd. drew down short–term bank loans at various financial institutions with different terms to secure liquidity. These were repaid in 2025.

On November 25, 2021, Rieter Holding Ltd. issued a fixed–rate bond with a nominal value amounting to CHF 100.0 million. This bond has a term of six years with a maturity date on November 24, 2027, a fixed interest rate of 1.4 percent p.a. and is listed on the SIX Swiss Exchange. Additionally on November 27, 2024, a fixed–rate bond with a nominal value amounting to CHF 70.0 million was issued. This bond has a term of five years with a maturity date on November 27, 2029, a fixed interest rate of 3.5 percent p.a. and is also listed on the SIX Swiss Exchange.

Provisions were recognized for foreign exchange risks and guarantee commitments.

At December 31, 2025, the share capital of Rieter Holding Ltd. amounted to CHF 1 360 577.08  (2024: CHF 23 361 815.00). It is divided into 136 057 708 fully paid registered shares with a nominal value of CHF 0.01 each (2024: 4 672 363 shares with a nominal value of CHF 5.00).

On September 18, 2025, the Extraordinary General Meeting (EGM) of Rieter Holding Ltd. approved a par value reduction of CHF 4.99 per share. The resulting amount of CHF 23 315 091.37 has been allocated to reserves from capital contributions. Simultaneously, the EGM approved a capital increase by means of issuance of 131 385 345 new shares via a subscription rights offering and a private placement. The proceeds exceeding the par value of the shares have been allocated to reserves from capital contributions.

According to §3a of the Articles of Association, Rieter Holding Ltd. has implemented a capital band of between CHF 1 292 548.23 (lower limit) and CHF 1 496 634.78 (upper limit). Within the capital band, the Board of Directors is authorized to increase or reduce the share capital once or several times, and in any amount, until September 18, 2030, or until the capital band expires earlier, or to acquire or sell shares directly or indirectly. The capital increase or reduction may be effected by issuing up to 13 605 770 fully paid registered shares with a nominal value of CHF 0.01 each, or by cancelling up to 6 802 885 registered shares with a nominal value of CHF 0.01 each, or by increasing or decreasing the nominal value of existing registered shares within the limits of the capital band.

Treasury shares are held directly by Rieter Holding Ltd.. Consequently, there is no need for a separate reserve for treasury shares.

At the balance sheet date, the acquisition cost of the directly held treasury shares totaled CHF 13.1 million (2024: CHF 19.6 million).

Rieter Holding Ltd. is a limited company (“Aktiengesellschaft”) with its registered office in Winterthur (Switzerland). The company did not employ any personnel throughout 2025 (unchanged to 2024).

Guarantees to third parties consist of sureties issued to financial institutions for loans granted.

As part of the compensation package, treasury shares were allocated to the Board of Directors and Management as follows:

In the financial year 2025 CHF 5.1 million (2024: CHF 0.0 million) of hidden reserves were released.

On February 2, 2026, the previously announced acquisition of Barmag from OC Oerlikon has been closed. Rieter Holding Ltd. has paid the agreed purchase price of CHF 713.3 million to OC Oerlikon in exchange for 100 percent of the shares of OC Oerlikon Textile Holding AG (Pfäffikon, Switzerland) and its subsidiaries. Additionally, a contingent consideration liability will be recorded in the balance sheet. The purchase price was financed via the share capital increase (see note 2.13) and a syndicated bank loan.

There were no other events after the balance sheet date.