EvoNext Holdings SA and Ascend Sport Technology AG sign merger agreement

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 any country.

PRESS RELEASE | AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR

EvoNext Holdings SA and Ascend Sport Technology sign merger agreement. Share placement of up to CHF 220 million – EvoNext EGM to be held on December 3

• EvoNext Holdings SA (SIX: EVE) and Ascend Sport Technology AG have signed the merger agreement
• The transaction will include a share placement of up to CHF 220 million, targeting a free float of approximately 40%, comprising predominantly secondary shares and a smaller primary issuance to support future growth initiatives
• The Swiss sports technology holding company Ascend will become a publicly listed entity through a merger into EvoNext with its existing listing on SIX Swiss Exchange
• The company will commence investor pre-marketing (early-look meetings with institutional investors)
• EvoNext will hold an extraordinary general meeting (EGM) on December 3 to approve the transaction, which remains subject to decisions by the extraordinary general meetings of both companies
• Following the merger, current shareholders of EvoNext will hold approximately 3.8% of the combined entity
• The Offering price for share placement is expected to be CHF 2.50 per share
• Ascend is a Swiss sports technology holding company, bringing together complementary businesses across the sports technology value chain and forming a leading global platform with AI-enabled monetisation capabilities. Ascend serves over 100 rightsholders and more than 500 brands and broadcasters in over 20 countries

Reinach / Lucerne, Switzerland, 2 November 2026 – Following the announcement of a transaction agreement on 12 October 2026 EvoNext Holdings SA ("EvoNext", SIX: EVE), a Swiss listed holding company, and Ascend Sport Technology AG ("Ascend"), a Swiss sports technology holding company, today announce the signing of the merger agreement. Subject to the approval of both companies' general meetings, the statutory merger will lead to the formation of a listed Swiss sports technology company to operate under the name of Ascend Sport Technology AG and remain listed on the SIX Swiss Exchange.

Merger structure and valuation

Following the statutory merger (merging of Ascend business against issuance of new EvoNext shares) EvoNext will conduct a share placement (the “Offering”) totaling up to CHF 220 million incl. a 10% greenshoe of secondary shares, targeting a free float of approximately 40%. The Offering is expected to consist predominantly of secondary shares to create an attractive free float and establish a diversified institutional shareholder base, complemented by a primary issuance to support Ascend's continued growth, strategic initiatives and general corporate purposes. The Offering price is expected to be CHF 2.50.

The former Ascend shareholders, members of management and members of the Board of Directors of the combined company, as well as certain EvoNext shareholders will be subject to lock-up arrangements subject to customary exceptions. 50% of the relevant shares will be subject to a 12‑month lock-up period following completion of the transaction, with the remaining 50% subject to a 24‑month lock-up period. Customary orderly market provisions will be in place.

Key figures and strategic guidance

Ascend is a Swiss sports technology holding company. The premium platform for the global sports technology market brings together complementary businesses across the sports technology value chain and forms a leading global platform with AI-enabled monetization capabilities. Ascend’s businesses serve over 100 rightsholders, including sports leagues, clubs and federations such as FIFA and UEFA, as well as more than 500 brands and broadcasters across over 20 countries. They are present in over 12 active top leagues worldwide – including the top five European leagues. 19 of Europe’s top 30 clubs are among their clients and to date over 10,000 matches have been supported by Ascend’s technology.

Ascend generated net revenues of ca. CHF 44 million for the Full Year 25/26 and EBITDA of ca. CHF 25 million – resulting in an attractive EBITDA margin of 57%.[1] The Company’s fiscal year starts on 1 July and ends on 30 June.

The Company’s medium-term target is to increase net revenues by 100% over a four-year period, reflecting the football tournament cycle. Growth will vary across the period due to major international competitions, which materially influence the timing of the revenue. Medium-term growth is supported by multiple structural drivers: increasing share of wallet with existing clients, new customer wins, expansion into new geographies, markets and sports, and continued adoption of its technology. For fiscal year 26/27 Ascend expects net revenue growth of ca. 10%, as the year marks the beginning of a new cycle with less revenue from international competitions.

In terms of profitability and over the medium term, the company aims for an EBITDA margin of ca. 50% driven by scale and an increasing contribution from higher margin Digital Overlay and marketplace revenues. For fiscal year 26/27 the Company expects EBITDA in line with 25/26 as a result of additional functions and costs required for a listed company.

The Company is headquartered in Lucerne and expects a stable tax rate going forward.

Net working capital in % of net revenues is expected to gradually decrease to ca. 30% in the medium-term from an expected range of 30-35% for fiscal year 26/27. In 25/26 the ratio was ca. 35%. The company expects capital expenditures in % of net revenues to gradually trend towards the mid-teens from an expected range of 20-24% in 26/27 after ca. 27% in 25/26. This reflects the lower capital intensity as the business scales, with absolute capex broadly in line with historical levels while leveraging hardware investments already made.

Currently, there is no dividend payout foreseen. The cash generated will be used to support organic growth, selective rights acquisition and a disciplined M&A strategy, focused on increasing market share as well as geographic and capability driven add-on acquisitions.

Extraordinary General Meeting of EvoNext and of Ascend will be held on 3 December 2026

The resolutions on the Merger will become effective only once shareholders of both companies have approved the merger agreement.

EvoNext Holdings SA will publish the invitation to the Extraordinary General Meeting (EGM) at the latest on 12 November 2026 in the Swiss Official Gazette of Commerce (SOGC) and also on the EvoNext Website. The EGM will be held on Thursday, 3 December 2026, at 10.00 a.m. CET in Zurich.

The Board of Directors of EvoNext unanimously recommends that shareholders approve the transaction. EvoNext will inform shareholders and the market of any material new developments in due course.

The Extraordinary General Meeting of Ascend is also expected to resolve on the approval of the merger agreement and the Merger on 3 December 2026.

Documentation relating to the merger, including the merger report, shareholder information and invites to the extraordinary general meetings is available to shareholders in accordance with applicable legal and regulatory requirements as announced today in the SOGC.

Contact for investors and media

EvoNext Holdings SA

investors@evonextholdings.com

susanne.muehlemann@lemongrass.agency / +41 79 223 70 81

Disclaimer

This publication constitutes neither an offer to sell nor a solicitation to buy securities of EvoNext Holdings 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. Any offer and listing of any securities in EvoNext Holdings SA (“Securities”) will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding any publicly offered Securities should only be made on the basis of such prospectus. The prospectus will be available free of charge from the accompanying bank.

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 EvoNext Holdings SA or Ascend Sport Technology AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. EvoNext Holdings SA assumes no responsibility to update forward-looking statements or to adapt them to future events or developments. Moreover, financial information contained in this publication may be preliminary and unaudited.

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 potential investment or investment activity to which this communication relates will be 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 2017/1129 of the European Union (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 any 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 Securities.

Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US 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 any potential placements in the United States, and does not intend to conduct a public offer of securities in the United States.

This communication is not for distribution in the United States, 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. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which it is unlawful to do so.

^[1] 2025/2026 audit not yet completed