Mutares approves capital increase with subscription rights to accelerate growth through aggressive expansion in the U.S.

Clear growth agenda: Focus on U.S. expansion and selective acquisitions
Issuance of up to approximately 4.3 million new shares (up to 20% of the share capital) with gross proceeds of up to EUR 105 million
Subscription period for existing shareholders scheduled for April 8–21, 2026
Clear use of proceeds: Majority of proceeds for targeted expansion in the U.S. and for new opportunities in Europe; additional funds to optimize the capital structure
U.S. as a new strategic core market: High deal flow for new platforms and attractive scaling opportunities through add-on acquisitions
Above-average value appreciation potential: Higher exit multiples in the U.S. market create ideal conditions for accelerated growth

Munich, April 1, 2026 – Mutares SE & Co. KGaA (ISIN: DE000A2NB650) has, with the approval of the Supervisory Board, resolved to carry out a capital increase against cash contributions to specifically finance the next phase of international expansion.

As part of the transaction, up to 4,269,651 new shares are to be issued, corresponding to up to 20% of the existing share capital. Upon full placement, Mutares expects gross proceeds of up to EUR 105 million. Major shareholders have waived their subscription rights up to 1,076,166 new shares. These new shares will initially be offered to institutional investors in private placements as part of an accelerated pre-placement immediately following the announcement.

Existing shareholders will be granted subscription rights on a 5:1 basis. This means that each free-float shareholder of the Company is entitled to acquire one (1) new share at the subscription price for every five (5) existing shares. The subscription period is currently scheduled for the period from April 8 through April 21, 2026.

Mutares will use the proceeds from the capital increase to consistently drive the expansion of its international portfolio. The majority of the proceeds (approximately 80%) is to be used primarily for further expansion in the U.S., where a dynamically growing pipeline of attractive transactions is available, as well as for developing new opportunities in Europe. The remaining funds (approximately 20%) will be used to strengthen the balance sheet.

The capital measure underscores Mutares’ commitment to accelerating the increasing internationalization of its portfolio and building new platforms with global scale. In North America in particular, there is currently significant potential for value-enhancing transformation investments in attractive industries.

The timing has been deliberately chosen: With the acquisition of SABIC’s ETP business, signed in January, and the expansion of its segment to include Chemicals & Materials, Mutares has built strong momentum that has led to significantly increased visibility in the market and noticeably intensified collaboration with key stakeholders such as banks, insurance companies, and advisors. Mutares is leveraging this momentum to target the Group’s currently largest transaction pipeline in the U.S. and to invest consistently in a highly attractive market environment.

In addition to its existing office in Chicago, Mutares therefore plans to open a second office in the U.S. to fully use the potential offered by the U.S. market. The current transaction pipeline in the U.S. includes attractive acquisition opportunities with a total revenue volume of approximately EUR 4.8 billion.

With this planned capital measure, Mutares is strengthening its financial flexibility to consistently implement its ambitious growth targets for the coming years and to initiate the next phase of value creation. At the same time, the large and fragmented U.S. market enables accelerated expansion and scaling of existing platforms through targeted add-on acquisitions. Following a successful transformation, the portfolio companies will benefit from a broad strategic buyer base as well as structurally higher valuation levels, which opens up additional potential for value creation.

Furthermore, the expansion in the U.S. strengthens the portfolio’s geographic diversification and, in particular, complements the development of the new “Chemicals & Materials” segment, which is based on a globally scalable platform. Overall, this environment creates ideal conditions for sustainably accelerating Mutares’ international growth strategy and realizing above-average returns.

Johannes Laumann, CIO of Mutares, comments: “The U.S. currently offers an exceptionally attractive setup for us. Mutares can leverage its operational restructuring expertise in a targeted manner and structure transactions on attractive entry terms, which, combined with highly attractive exit options in the U.S. market, results in correspondingly high value-enhancement potential. We are ready for the U.S. and aim to play an identical role in the market for special situations there in the medium term as we do today in Europe; namely, to become number one.”

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 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. 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.