MAY NOT BE PUBLISHED, DISTRIBUTED OR ISSUED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

Ad hoc announcement pursuant to Art. 53 LR

Pratteln, 24 August 2025

HLEE plans a capital increase by which a new investor, CSL Mindset Ltd., will, under certain conditions, acquire a majority stake through an equity investment of CHF 300,000,000

Today, Highlight Event and Entertainment AG (\"HLEE\") and its largest shareholders, i.e., Bernhard Burgener, Victorinox AG and Pensionskasse der Victorinox AG, and Swiss International Investment Portfolio AG, have agreed on a commitment letter (\"Commitment Letter\") with CSL Mindset Ltd. (\"Investor\"), BVI, a company owned by the Clementy Schuman Legacy Foundation and a private investor. The Clementy Schuman Legacy Foundation is active in the fields of space, cultural enrichment, health, and infrastructure.  The Commitment Letter sets forth an equity investment by the Investor (\"Committed Investment\") of CHF 300 million, corresponding to 25 million HLEE shares.

HLEE agreed to implement the Committed Investment as an ordinary capital increase through a rights offering (Bezugsrechtsangebot) at an issue price of CHF 12.00. HLEE plans to publish a prospectus in connection with the capital increase in accordance with art. 35 et seqq. of the Federal Act on Financial Services (\"FinSA\") and to hold an extraordinary general meeting to approve the capital increase in due course. HLEE's largest shareholders agreed to support the capital increase and to waive their subscription rights to enable the Committed Investment. The capital increase is intended to strengthen HLEE's balance sheet, increase the equity, reduce the liabilities  and optimize the group structure. After the capital increase and depending on the take-up in the rights offering, the Investor is expected to hold a share in HLEE of approx. 62% to 67%.

The transaction still requires that the Investor enters into a relationship and shareholders' agreement (\"Relationship Agreement\"), whose key terms have been pre-agreed in the Commitment Letter. Among other things, the Relationship Agreement will contain a requirement for the Investor to launch a public tender offer to acquire all listed equity securities of HLEE before 30 June 2030 (\"Sunset Date\"), unless it has previously reduced its shareholding in HLEE to 33 1/3% or less. Further, Bernhard Burgener shall maintain his role as Chairman and CEO of HLEE until the Sunset Date. As an additional protection for HLEE's current shareholders, the Board of Directors of HLEE intends to propose to its shareholders, effective as of the date of the consummation of the Committed Investment, to amend the articles of association of HLEE to include (i) an expiration date for the currently existing opting-out from Swiss mandatory bid requirements as of the Sunset Date, and (ii) a new provision whereby the qualified majority required for the adoption of important resolutions of the general meeting is increased to 75% of the votes represented at the general meeting and a majority of the nominal value of the shares represented. The Relationship Agreement will further stipulate the future relationship and governance arrangements between HLEE, the Investor, and Bernhard Burgener, including, among other things, the right of the Investor to nominate four board members while three other board members as proposed by the current board shall remain in office.

The transaction will only proceed if several further conditions are met, including, among other things, the Investor providing a confirmation of sufficient funds, customary regulatory and anti-trust approvals, the required corporate approvals, as well as receipt of a satisfactory ruling from the Swiss Takeover Board confirming the aforementioned amendment of HLEE's opting-out provision.

HLEE plans to hold its extraordinary general meeting and to publish the offer prospectus for the capital increase with the definitive terms and the detailed timetable of the transaction in a timely manner.

Disclaimer

This document is for informational use only and neither constitutes an offer to purchase or to subscribe for any securities of Highlight Event and Entertainment AG nor a prospectus within the meaning of applicable Swiss law (i.e., art. 35 ff. of the Financial Services Act, FinSA) or of any other jurisdiction. Investors should make their decision to exercise subscription rights or to purchase or to subscribe to shares of Highlight Event and Entertainment AG solely based on the official prospectus (the \"Prospectus\") which is expected to be published in connection with the rights offering. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

This document 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 the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Highlight Event and Entertainment AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

This announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. Highlight Event and Entertainment AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the \"Securities Act\") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Highlight Event and Entertainment AG shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States. The Highlight Event and Entertainment AG shares have not been approved or disapproved by the US Securities and Exchange Commission, any state’s securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Highlight Event and Entertainment shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. 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. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals 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 lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as \"relevant persons\"). The securities will only be available to, 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. Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

Contact:

Highlight Event and Entertainment AG

Investor Relations

Netzibodenstrasse 23b

CH-4133 Pratteln

Tel.: +41 41 226 05 97

Fax: +41 41 226 05 98

info@hlee.ch

http://www.hlee.ch