PR – Powersoft finalizes the acquisition of 51% of K-Array

POWERSOFT FINALIZES THE ACQUISITION OF 51% OF K-ARRAY, ONE OF THE MOST

INNOVATIVE COMPANIES IN THE AUDIO INDUSTRY

Scandicci (Florence), April 1, 2025 - Powersoſt S.p.A. ("Powersoſt"), at the head of a technology group ("Powersoſt Group") operang worldwide in the pro-Audio industryand listed on Euronext Growth Milan, following up on its press release onFebruary 20, 2025,announces the closing today of the transacon for the acquision from H.P. Sound Equipment S.p.A. ("HP Sound" or the "Seller") of 51% of K-Array S.r.l. ("K-Array" or the "Company"), specialized in the design and manufacture of innovave high-performance, compact design audio systems for a wide range of applicaons (the "Transacon"). As previously disclosed to the market, the agreements provide, inter alia, the mutual granng of call and put opons in favor of Powersoſt and HP Sound, respecvely, on the remaining 49% of K-Array's share capital.

In the words of Luca Lastrucci, CEO of Powersoſt Group: "I am pleased with the successful conclusion of this transacon and delighted to welcome K-Array into our Group. This acquision represents a significant strategic advancement for Powersoſt, enabling the company to further solidify its posion in the global professional audio market. K-Array's innovaon and disncve capabilies will enhance our technology ecosystem and posively influence our switch from a Manufacturing Company to a Soluon Provider. Consequently, we can expedite the development of cung-edge soluons that more effecvely address the evolving demands of an increasingly discerning and selecve market. This deal marks a major milestone in our growth and innovaon journey, propelling us toward new challenges and greater opportunies, guided by an even more ambious vision for the future".

The Transacon is aligned with Powersoſt Group's strategic development plan, which aims to strengthen its presence in the pro-Audio sector through both organic growth and acquisions, as outlined since the IPO. Specifically, the acquision will allow the Group to advance its transformaon into a Soluon Provider, parcularly within the transportaon and automove sectors, where technological innovaon, efficiency, and audio system reliability are crucial.

This combinaon reinforces Powersoſt's standing as a leading global group, leveraging an expanded product porolio, technological experse, and innovave approach through the integraon of two complementary enes.

Powersoſt today acquired 51% of K-Array's share capital (the "K-Array Stake"), with HP Sound transferring the intellectual and industrial property rights, along with any other assets held used by K-Array in its business operaons, as well as certain employees in the administrave and HR departments. HP Sound also transferred to K-Array 50% of the share capital of K-Array USA LLC, a U.S.-registered company involved in distribung K-Array products in the United States.

The consideraon for acquiring the K-Array Stake is approximately € 22.3 million, based on an Enterprise Value of 100% of K-Array of € 50 million, adjusted for an esmated Net Financial Posion at closing of approximately € 6.3 million, according to agreed calculaon methods, and will be subject to a subsequent verificaon procedure potenally resulng in an adjustment of the consideraon to align with market pracces.

Under the agreements, the 300,000 newly issued Powersoſt shares that HP Sound commied to subscribe for through reinvestment of a poron of the consideraon were valued at € 16.6976 per share (i.e., the arithmec average of the official price of Powersoſt's share in the 30 days prior to closing).

Based on the above, the consideraon will therefore be paid as follows:

(i) approximately € 8.4 million was paid in cash today. The amount was financed through a bank loan from Unicredit, which supported the Company as a financial partner in all disbursement-related acvies;

• (ii) approximately € 5.0 million will be paid when Powersoſt's Extraordinary Shareholders' Meeng resolves the share capital increase reserved for HP Sound for the subscripon of 300,000 newly issued Powersoſt shares, equivalent to approximately 2.4% of its share capital, which HP Sound will subscribe by offseng the above amount against the relevant subscripon price; the Powersoſt shares thus subscribed will be subject to lock-up for 18 months from today;

• (iii) the remaining approximately € 8.9 million will be paid in cash in 4 equal annual installments starng on April 1 next year. No interest will accrue on these installment amounts.

The procedure for verifying K-Array's Net Financial Posion at closing will be completed within 180 business days from the transacon's finalizaon date, and any adjustment to the consideraon will be seled in cash within 20 business days of the procedure's conclusion.

As ancipated, the agreements also provide for (i) the granng to Powersoſt of a call opon on the remaining 49% of K-Array's share capital exercisable within 60 days aſter the approval of K-Array's financial statements at December 31, 2030; and (ii) the granng to HP Sound of a put opon on the same 49% of K-Array's share capital exercisable from the 61° to the 120° day aſter the approval of K-Array's financial statements at December 31, 2030, if Powersoſt has not exercised the call opon. The agreements also give both pares the right to accelerate the exercise of their opon in the event of a change of control of Powersoſt or K-Array or decision deadlock in the Company's Shareholders' Meeng or Board of Directors, as well as the right for HP Sound to accelerate the exercise of its put opon in the event of changes to K-Array's business plan that have not been approved by HP Sound's appointed directors. The consideraon to be paid by Powersoſt to HP Sound upon exercise of the put or call opon will be 49% of K-Array's Equity Value, determined based on (i) the Enterprise Value of 100% of K-Array of € 50 million and (ii) the Company's final Net Financial Posion at closing, as established through the agreements' adjustment procedure (the "Strike Price"). The Strike Price, calculated using the esmated Net Financial Posion at closing, is approximately € 21.4 million. The agreements spulate, among other provisions, an earn-out for HP Sound, detailed in the press release dated last February 20.

The pares also executed a shareholders' agreement that outlines, notably, the composion of K-Array's Board of Directors with 5 members: 3 Powersoſt appointees, including the Chairman, and the appointment of HP Sound's controlling shareholders, Alessandro Tani and Massimo Ferra, as K-Array's Chief Execuve Officer and Chief Financial Officer, respecvely, for the three-year term spanning 2025-2027, with a potenal reappointment for the subsequent three-year term under specified condions.

The terms of these relaonships also include non-compete and non-solicitaon commitments from the directors, as well as the terms for early terminaon of the relaonship, disnguishing between good leaver or bad leaver scenarios.

The Board of Statutory Auditors will comprise 3 standing members, with Powersoſt appoinng 2 and HP Sound 1. The standing auditor appointed by HP Sound will hold the posion of Chairman unl 2027 and, subject to certain condions, also for the three-year period 2028-2030.

The shareholders' agreement also includes specific veto rights for HP Sound and tag-along and drag-along clauses throughout the put/call opons' exercise period (or unl their exercise, if any), aligning with market best pracces.

More informaon on the transacon can be found in the press release published on February 20, 2025.

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As part of the Transacon, Powersoſt was assisted by Intermonte as financial advisor, Gianni & Origoni as legal advisor, EY S.p.A. for financial and accounng due diligence, and Studio Biscozzi Nobili & Partners for tax due diligence.

HP Sound was assisted by Nobel Partners Advisory as financial advisor and Harpalis as legal advisor.

This press release is available in the Investor Relaons/Press Releases - Corporate and Financial secon onwww.powersoſt.com.

ABOUT POWERSOFT:

Powersoſt S.p.A. was established in 1995 by two brothers, Luca and Claudio Lastrucci, and Antonio Peruch, is headquartered in Scandicci/Florence, and is a global technology leader in audio amplificaon systems, signal processing and transducer systems for the pro-Audio sector. The Group primarily focuses on providing lightweight power amplifiers known for their high efficiency and exceponal audio quality to customers both domescally and globally. Distribuon in the North American (U.S.) market is handled by Powersoſt Advanced Technologies Corp., currently a wholly-owned subsidiary, while markeng in other regions (South-America, Asia, Europe and Rest of the World) is managed by a network of mul-brand distributors and through management relaonships. The Group currently employs over 180 skilled resources and boasts extensive worldwide sales. R&D and producon acvies are conducted in Italy at the Scandicci headquarters, leveraging support from select strategic suppliers operang both within Italy and internaonally.

For further informaon