EQS-Adhoc: Mutares SE & Co. KGaA resolves completion of capital increase with subscription rights against cash contribution of 4,269,651 New Shares and a placement price of EUR 24.50 per New Share

Publication of inside information pursuant to Art. 17 MAR of Regulation (EU) No. 596/2014

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Mutares SE & Co. KGaA resolves completion of capital increase with subscription rights against cash contribution of 4,269,651 New Shares and a placement price of EUR 24.50 per New Share representing approximately EUR 105 million in gross proceeds

Munich, 22 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 consent of the supervisory board of the Company (“Supervisory Board”), on the implementation of the second tranche of the capital increase against cash contributions from authorized capital, partially utilizing the existing Authorized Capital 2024/I, with subscription rights of the Company’s shareholders. With the registration of the first tranche of the capital increase with the commercial register on 7 April 2026, the Company’s share capital was increased from EUR 21,348,256.00 by EUR 1,076,166.00 to EUR 22,424,422.00. After registration of the second tranche of the capital increase with the commercial register, the share capital will be increased by EUR 3,193,485.00 to EUR 25,617,907.00 by issuing 3,193,485 new ordinary registered no-par value shares of the Company (“New Shares”) (together, the “Capital Increase”).

The Capital Increase was executed by way of (i) a pre-placement to selected institutional investors on 1 April 2026, (ii) a subsequent public subscription offer to existing shareholders by way of indirect subscription rights (“Subscription Offer”), and (iii) a placement of New Shares not subscribed for in the Subscription Offer. The take-up rate of the subscription rights and the excess demand amounted to approximately 96 percent of the Subscription Offer.

The 3,193,485 New Shares from the second tranche, each with a notional value of EUR 1.00 in the Company’s share capital and with full dividend rights from 1 January 2025, are expected to be admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange on or around 24 April 2026. The commencement of trading of these New Shares is expected to take place on or around 28 April 2026 and settlement is expected to occur on or around the same day.

The Capital Increase generated gross proceeds of approximately EUR 105 million. The Company intends to use the net proceeds from the Capital Increase for (i) further expansion in the United States through selected acquisitions, (ii) pursuing new opportunities across Europe and (iii) strengthening the Company’s balance sheet.

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 acted as sole global coordinator and together with Metzler Bank and Stifel as joint bookrunners (together the “Joint Bookrunners”).

Contact:

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

Contact Press
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Phone +49 89 1250 90330
Email: sh@crossalliance.de

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.

2312554  22-Apr-2026 CET/CEST