EQS-Adhoc: Mutares SE & Co. KGaA resolves to implement a capital increase with subscription rights against cash contribution with pre-placement to institutional investors

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Mutares SE & Co. KGaA resolves to implement a capital increase with subscription rights against cash contribution with pre-placement to institutional investors

• Issue of up to 4,269,651 new shares representing 20% of the outstanding share capital and up to EUR 105 million in gross proceeds
• Pre-placement of new shares to institutional investors to commence with immediate effect
• Proceeds from the capital increase to be used for further expansion in the U.S. through selected acquisitions and pursuing new opportunities throughout Europe (c. 80% of proceeds) and for balance sheet strengthening (c. 20% of proceeds)
• Subscription period expected to be from 08 April to 21 April 2026

Munich, 01 April 2026 – The management board of Mutares Management SE ("Management Board"), the general partner of Mutares SE & Co. KGaA (ISIN DE000A2NB650) (“Mutares” or “Company“), today resolved, with the approval of the Company’s supervisory board ("Supervisory Board") to increase the Company’s share capital against cash contributions from currently EUR 21,348,256.00 by up to EUR 4,269,651.00 to up to EUR 25,617,907.00 by issuing up to 4,269,651 new ordinary registered shares with no par value of the Company (“New Shares“) with subscription rights of the Company's shareholders and partially utilizing the existing Authorized Capital 2024/I (“Capital Increase“). Each New Share shall carry full dividend rights as of 1 January 2025.

Up to 1,076,166 shares of Mutares, the "Pre-Placement Shares") shall be offered and placed in private placements (“Pre-Placement Tranche”) to selected institutional investors (i) outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act") and (ii) in the United States solely to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act that are also qualified purchasers as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940. The Pre-Placement Tranche will be initiated immediately after this announcement and conducted through an accelerated bookbuilding process (“ABB”).

The Pre-Placement Shares will be offered at a discount of 19% to the volume weighted average price of the last 5 trading days before this announcement and a 16% discount to Theoretical Ex Rights Price (“TERP”). Pre-Placement Shares purchased in the Pre-Placement Tranche are ex subscription rights and will be allocated on 02 April 2026 with trade date on 08 April 2026 and settlement date on or around 10 April 2026 with commencement of trading of the New Shares placed in the Pre-Placement on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on the same day. The placement price will correspond to the subscription price per New Share ("Subscription Price").

To facilitate the Pre-Placement, certain shareholders (holding c. 25% of the outstanding share capital of the Company) have waived their subscription rights in the amount of 1,076,166 New Shares. Thus, the 3,193,485 New Shares remaining will be offered to the Company's shareholders on the basis of a document pursuant to Art. 1(4) subpara. 1 lit. (db)(iii) and Art. 1(5) subpara. 1 lit. (ba)(iii) in conjunction with Annex IX of Regulation (EU) 2017/1129 ("Prospectus Regulation") of the Company (the "Annex IX Document") by way of indirect subscription rights during the subscription period which is expected to commence on 8 April 2026 (including) and end on 21 April 2026 (including) ("Subscription Period") at the Subscription Price in accordance with the terms and conditions of the subscription offer (“Subscription Tranche”). The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on or around 2 April 2026.

In case of a 100% subscription ratio to be determined after the Subscription Period, the total deal size and gross proceeds would amount to EUR 105 million primary proceeds to the Company. The net proceeds from the Capital Increase are to be used for further expansion in the United States through selected acquisitions and pursuing new opportunities throughout Europe (80% of proceeds) and for balance sheet strengthening (20% of proceeds).

The subscription ratio has been set to 5:1, i.e. five (5) Existing Shares entitle to subscribe for one (1) New Share at the Subscription Price. The subscription rights for the New Shares (ISIN DE000A41YEC7) will be traded on the regulated market of the Frankfurt stock exchange from 10 April 2026 up to and including 16 April 2026. New Shares purchased in the Subscription Tranche will be delivered on or around 28 April 2026 with commencement of trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on the same day. There will be no compensation for any subscription rights not exercised. New Shares for which no subscription rights have been exercised during the Subscription Tranche shall be offered to selected institutional investors in an international private placement or sold in the market following the end of the Subscription Period, in each case at a price at least equal to the Subscription Price.

The Company has agreed to a three (3) month lock-up period, followed by a subsequent three (3) month lock-up period which may be waived by the sole global coordinator.

Cantor is acting as sole global coordinator and together with B. Metzler seel. Sohn & Co. and Stifel as joint bookrunner (together the “Joint Bookrunners”).

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. A public offering of the New Shares in the Subscription Tranche in Germany will be 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 will be filed in electronic form with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") and is expected to 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. Shareholders and investors are advised to carefully read the Annex IX Document before making any decision regarding the exercise, acquisition or sale of subscription rights and, in particular, to consider the risks described in the section entitled "Risk Factors" when making their investment decision. In light of the currently high volatility of share prices and the market environment, shareholders should also inform themselves of the stock exchange price of the Company's shares before exercising any subscription rights at the subscription price. The Annex IX Document is available. It is also recommended that investors read the financial reports available on the Company's website (https://ir.mutares.com/en/publications/), including the Company's annual financial statements for the financial year 2024, as well as the other information available on the Company's website, and take such information into account in their investment decision, including with respect to risks.

No prospectus has been or will be prepared in connection with the offering of the New Shares. An investment decision regarding the subscription rights and/or the New Shares should only be made on the basis of the Annex IX Document and the publicly available information on the Company.

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.

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 Underwriter (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. INVESTORS SHOULD SUBSCRIBE FOR OR PURCHASE THE SHARES REFERRED TO IN THIS DOCUMENT SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE ANNEX IX DOCUMENT.

2302546  01-Apr-2026 CET/CEST