Mutares SE & Co. KGaA successfully completes capital increase with subscription rights

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Mutares SE & Co. KGaA successfully completes capital increase with subscription rights

• Successful placement of all New Shares
• Gross issue proceeds of approximately EUR 105 million

Munich, April 22, 2026 – Mutares SE & Co. KGaA (ISIN DE000A2NB650 | WKN A2NB65 | ticker symbol "MUX") ("Mutares" or "Company") successfully completed the capital increase with subscription rights announced on 1 April 2026. A total of 3,193,485 new ordinary registered shares with no par value of the Company ("New Shares") were offered during the subscription period from 8 April 2026 (including) and ended on 21 April 2026 (including) ("Subscription Period") at the Subscription Price of EUR 24.50 per New Share ("Subscription Price") in accordance with the terms and conditions of the subscription offer published in the German Federal Gazette (Bundesanzeiger) ("Subscription Offer"). Together with the 1,076,166 new shares already placed in advance with selected institutional investors as part of a pre-placement, the total number of New Shares amounts to 4,269,651.

3,064,002 New Shares were subscribed under the Subscription Offer (including over-subscription). This corresponds to around 96% of the total of 3,193,485 New Shares offered. The remaining New Shares which have not been subscribed were also sold. After registration of the second tranche of the capital increase with the commercial register (Handelsregister), the share capital of the Company will amount to EUR 25,617,907.00.

The gross issue proceeds from the capital increase amount to approximately EUR 105 million. The majority of the proceeds (approximately 80%) are to be used for further expansion in the U.S. through selected acquisitions, where a dynamically growing pipeline of attractive transactions is available, as well as for pursuing new opportunities throughout Europe. The remaining proceeds (approximately 20%) will be used to strengthen the balance sheet.

Johannes Laumann, CIO of Mutares: "We would like to thank the existing and new shareholders for their trust and investment in Mutares. The capital increase underscores our commitment to accelerating the ongoing internationalization of our portfolio and to building new platforms with global scale. In North America in particular, we currently see significant potential for value-enhancing transformation investments across attractive industries.”

Cantor acted as sole global coordinator for the transaction and together with Metzler Bank and Stifel as joint bookrunners (together the “Joint Bookrunners”). Willkie Farr & Gallagher LLP acted as legal advisor to Mutares.

Company profile of Mutares SE & Co. KGaA

Mutares SE & Co. KGaA, Munich (www.mutares.com), is a listed private equity holding company with offices in Munich (HQ), Amsterdam, Bad Wiessee, Chicago, Frankfurt, Helsinki, London, Madrid, Milan, Mumbai, Paris, Shanghai, Stockholm, Tokyo, Warsaw, and Vienna, that acquires companies in transition that show significant potential for operational improvement and are resold after stabilization and repositioning. The company follows a sustainable minimum dividend policy.

The shares of Mutares SE & Co. KGaA are traded on the Regulated Market of the Frankfurt Stock Exchange under the symbol "MUX" (ISIN: DE000A2NB650) and are included in the SDAX selection index.

For more information, please contact:

Mutares SE & Co. KGaA
Investor Relations
Phone: +49 89 9292 7760
Email: ir@mutares.com
 www.mutares.com

Press Contact Germany
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Phone: +49 89 125 09 0333
Email: sh@crossalliance.de
 www.crossalliance.de

Press Contact in France
VAE SOLIS COMMUNICATIONS
Marie-Caroline Garnier
Phone: +33 6 22 86 39 17
E-mail: mutares@vae-solis.com

Press Contact United Kingdom
14:46 Consulting
Tom Sutton
Phone: +44 7796 474940
Email: tsutton@1446.co.uk

DISCLAIMER AND IMPORTANT NOTICE

This publication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. It does not contain or constitute an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction to which or in which such offer or solicitation would be unlawful.

This publication constitutes neither an offer to sell nor a solicitation to buy shares of the Company. The shares have been sold. A public offering of the New Shares in the Subscription Tranche in Germany was made solely on the basis of the document prepared in the German language pursuant to the prospectus exemption under Article 1(4), first subparagraph, point (db)(iii) and Article 1(5), first subparagraph, point (ba)(iii) in conjunction with Annex IX of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") of the Company (the "Annex IX Document"), which was filed in electronic form with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") and was published on 2 April 2026 on the Company's website (ir.mutares.com) under the "Share—Capital Increase 2026" section. An approval of the Annex IX Document by BaFin is neither required nor has it been obtained.

No prospectus has been or will be prepared in connection with the offering of the New Shares.

In the member states of the European Economic Area other than Germany, this publication is only addressed to persons who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation.

This publication may only be distributed in the United Kingdom and is only directed at persons who are “qualified investors” as defined under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (POATR) and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the "Order"), or (ii) high net worth companies falling within Article 49(2)(a) to (d) of the Order or other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The New Shares will only be available to relevant persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire the New Shares will only be made with relevant persons. Any person who is not a relevant person must not act or rely on these materials or their contents.

This publication does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of these securities in the United States.

Cantor Fitzgerald Ireland Limited, B. Metzler seel. Sohn & Co. Aktiengesellschaft and Stifel Europe Securities SAS (together the "Underwriters”) are acting exclusively for the Company and for no one else in connection with the offering of the New Shares (the "Offering"). In connection with the Offering, the Underwriters will not regard anyone else as their client and will not be responsible to anyone other than the Company for providing them with the protections they provide to their clients or for providing advice in connection with the Offering, the contents of this announcement or any other transaction, arrangement or other matter referred to in this announcement. Each of the Underwriters 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 Capital Increase or otherwise. The Underwriters 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.

Certain statements contained in this release may constitute "forward-looking statements". These forward-looking statements are based on the current views, expectations, assumptions and information of the Company's management. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Due to various factors, actual future results, developments and events may differ materially from those described in these statements; neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the opinions contained in this release or the underlying assumptions. The Company assumes no obligation to update any forward-looking statements contained in this release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this publication and that neither the Company nor the Underwriters undertake any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments.

None of the Company and the Underwriters (together, the "Persons"), or any of the respective directors, officers, personally liable partners, employees, agents, affiliates, shareholders or advisers of such Persons (the "Representatives") may notify you of changes nor is under an obligation to update or keep current the announcement or to provide the recipient thereof with access to any additional information that may arise in connection with it, save for the making of such disclosures as are required by mandatory provisions of law. This announcement does not constitute investment, legal, accounting, regulatory, taxation or other advice. No person is authorized to give any information or to make any representation not contained in and not consistent with the announcement and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of the Company or any Underwriter.

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT.