Mutares announces partial buyback offer for outstanding Nordic Bond 2023/2027

NOT FOR PUBLICATION, DISTRIBUTION OR DISCLOSURE IN OR WITHIN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) ("UNITED STATES" OR "US"), TO A US PERSON AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933 (AS AMENDED FROM TIME TO TIME, THE "SECURITIES ACT") OR TO ANY PERSON RESIDENT IN A JURISDICTION WHERE THE PUBLICATION, DISTRIBUTION OR TRANSMISSION OF THIS DOCUMENT WOULD BE UNLAWFUL. THE PUBLICATION, DISTRIBUTION OR TRANSMISSION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR IN THE USA AND THE UNITED KINGDOM) MAY BE SUBJECT TO LEGAL RESTRICTIONS. PLEASE NOTE THE IMPORTANT NOTICES AT THE END OF THIS DOCUMENT.

Mutares announces partial buyback offer for outstanding Nordic Bond 2023/2027

Munich, 25 September 2026 – Mutares SE & Co. KGaA (“Mutares” or “Company”) today announces a partial buyback offer (“Buyback”) to the holders of the Company’s outstanding 2023/2027 EUR 250,000,000.00 floating-rate bond maturing March 2027 (ISIN NO0012530965) (“Bond”). The Company intends to repurchase up to EUR 25,000,000.00 nominal of Bonds (“Transaction Cap”) in the Buyback at a purchase price of 100.00% of the nominal value per Bond, plus accrued and unpaid interest up to the Settlement Date as defined below (“Purchase Price”).

The Company currently intends to refinance the Bond in Q4 2026, which may be carried out at different terms. The Buyback at the Purchase Price precedes this planned refinancing. Having delivered the guidance over the past years, the Company intends to deliver revenues of up to EUR 9.1 billion (fiscal year 2025: EUR 6.5bn) with net Mutares Holding profit in a range of EUR 165 million to EUR 200 million (fiscal year 2025: EUR 130 million) for FY 2026, followed by a steady growth of 25% year on year).

The Company reserves the right, in its sole discretion, to repurchase more or less than the Transaction Cap, subject to applicable law. The Company may, as determined in the sole discretion of the Company, give priority to holders of Bonds participating in the Buyback who submitted valid repurchase instructions early, accepted repurchases in higher amounts, and otherwise on a pro rata basis.

The offer period will commence on 29 September 2026 and will conclude at 16:00 CEST on 30 September 2026 (“Expiration Date”), unless extended, re-opened, withdrawn or terminated at the sole discretion of the Company, which in such case will be announced by the Company by way of a press release. The Company will announce the results of the Buyback as soon as reasonably practicable after the Expiration Date.

Settlement and payment of the Purchase Price are expected on or around 2 October 2026 (“Settlement Date”).

The Company is not under any obligation to accept any Bonds for repurchase pursuant to the Buyback. Any Bond offered to the Company for repurchase may be rejected by the Company and the Company is not under any obligation to holders of Bonds to furnish any reason or justification for refusing to accept Bonds offered for repurchase. Bonds may only be tendered at the Purchase Price. Orders at any price other than the Purchase Price cannot be accepted.

Retail investors may tender their Bonds at a price of 100.00% via Frankfurt Stock Exchange (Freiverkehr) as the trading venue.

Institutional investors interested in participating in the Buyback are asked to contact Pareto Securities AS in accordance with the details set out below.

For further information about the Buyback, please contact:
DCM Syndicate, Pareto Securities
+47 22 87 88 10
dcmsyndicate@paretosec.com

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 pursues 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 further information, please contact:

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

Press contact for Germany

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

Press contact for France
VAE SOLIS COMMUNICATIONS
Marie-Caroline Garnier
Phone: +33 6 22 86 39 17
Email: mutares@vae-solis.com

Press contact for the United Kingdom
14:46 Consuting
Tom Sutton
Phone: +44 7796 474940

IMPORTANT NOTICES

This document contains important information that should be read carefully before making a decision regarding the Offer. Should a bondholder be in any doubt as to the action to be taken or be unclear about the implications of the Offer, it is recommended that they seek their own financial and legal advice, in particular with regard to any tax consequences, from their stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any bondholder whose Bonds are held in his name by a broker, dealer, bank, custodian, trust company or other agent or intermediary must contact that party if it wishes to tender such Bonds under the Offer. Neither the Company nor Pareto Securities AS (“Settlement Agent”), nor its directors, employees or affiliates, makes any recommendation as to whether holders of Bonds should tender them for purchase under the Offer.

Offer and distribution restrictions

This document does not constitute an invitation to participate in the Offer in any jurisdiction where such an invitation or participation in the Offer would be unlawful under the applicable securities laws. The publication or distribution of this document may be subject to legal restrictions in certain jurisdictions. Persons who come into possession of this document are requested by the Company and the Settlement Agent to inform themselves of such restrictions and to comply with them.

United States

This document is not intended for publication, distribution or dissemination in or within the United States, to a US person within the meaning of Regulation S under the Securities Act, or to a person resident in a jurisdiction where the publication, distribution or dissemination of this document would be unlawful.

This applies regardless of whether the transmission is by fax, email, telex, telephone, the internet or any other form of electronic communication. Accordingly, copies of this document and all other documents or materials relating to the offer shall not be sent or otherwise transmitted, distributed or forwarded, either directly or indirectly, into the United States or to a US person (including, without limitation, through custodians, nominees or trustees), and they may not be tendered in connection with the Offer through any such use, means, entity or by, to or through persons located or resident in the United States or by any US Person. Any purported tender of Bonds in connection with the Offer that is directly or indirectly based on a breach of these restrictions is invalid, and any purported tender of Bonds by a person resident in the United States, a US Person, a person acting for the account or benefit of a US Person, or by an agent, trustee or other intermediary acting on a non-discretionary basis for a principal and giving instructions from the United States, is invalid and will not be accepted.

Any holder of Bonds participating in the Offer represents that he or she (i) is not a US Person, (ii) is not resident in the United States, (iii) is not participating in the Offer from the United States, or (iv) is acting on a non-discretionary basis for a principal who is resident outside the United States, who is not giving an order to participate in the offer from the United States, and who is not a US person.

United Kingdom

This document and any other documents or materials relating to the Offer have not been prepared by an authorised person within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended, and such documents and/or materials have not been approved by an authorised person. Accordingly, these documents and/or materials are not being distributed to the general public in the United Kingdom and must not be passed on to them. The distribution of these documents and/or materials as financial promotion is restricted to persons in the United Kingdom who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), or to other persons to whom they may lawfully be passed on in accordance with the Financial Promotion Order.

General

Neither this document nor its electronic transmission constitutes an Offer to purchase or a solicitation of an Offer to sell Bonds (and offers to purchase Bonds under the Offer will not be accepted by holders) where such an Offer or solicitation is unlawful. In jurisdictions where the Offer must be made by an authorised broker or dealer under securities, blue-sky or other laws, and the Settlement Agent or one of its affiliates is such an authorised broker or dealer in such a jurisdiction, the Offer shall be deemed to have been made by such an affiliate in such a jurisdiction.

Furthermore, the Offer does not constitute (i) a prospectus within the meaning of Chapter 7 of the Norwegian Securities Trading Act (No.: verdipapirhandelloven, as amended) or Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (“Prospectus Regulation”), nor is it (ii) a takeover bid document within the meaning of Chapter 6 of the Norwegian Securities Trading Act. It is assumed that every holder of Bonds participating in the Offer makes certain further representations in relation to the above-mentioned jurisdictions and generally in accordance with the information set out in the application form for participation in the Offer, which is available from the Settlement Agent. An offer to repurchase Bonds under the Offer by a bondholder who is unable to give these representations will not be accepted.

The Company reserves the right, in its sole and absolute discretion, in connection with any tender of Bonds for purchase under the Offer, to verify whether the representations made by a holder of Bonds are accurate, and – if such a verification is carried out and the Company consequently determines (for whatever reason) that a representation is inaccurate – to reject the tender to that extent.