Mutares seeks early refinancing of the outstanding Bond 2023/ 2027 by increasing the Bond 2024/ 2029 by up to EUR 165 million

NOT FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION INTO OR WITHIN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM,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 THE UNITED STATES AND THE UNITED KINGDOM) MAY BE SUBJECT TO LEGAL RESTRICTIONS. PLEASE NOTE THE IMPORTANT NOTICES AT THE END OF THIS DOCUMENT.   Munich, November 13, 2026 – Mutares SE & Co. KGaA (“Mutares” or “Company”) intends to implement the full refinancing, announced for Q4 2026, of its outstanding floating-rate bond 2023/2027 with a total nominal amount of EUR 250,000,000.00 maturing on March 31, 2027 (ISIN NO0012530965) (“Bond 2023/2027”). For this purpose, the floating-rate bond 2024/2029 maturing on September 19, 2029 (ISIN NO0013325407) (“Bond 2024/2029”) is to be increased by up to EUR 165,000,000.00 (“Tap Issue”). The Bond 2024/2029 bears interest at 3-month EURIBOR plus a margin of 6.25% p.a., while the Bond 2023/2027 bears interest at 3-month EURIBOR plus 8.50% p.a. Holders of the Bond 2023/2027 are being offered the opportunity to exchange their existing bonds for bonds issued under the Bond 2024/2029 as part of a public exchange offer with an additional subscription option. Under the additional subscription option, holders of the Bond 2023/2027 may subscribe for additional bonds of the Bond 2024/2029 in multiples of EUR 1,000 at the issue price. In addition, the new bonds will be offered to institutional investors by way of a private placement (together, the “Transaction”). The exchange offer and the additional subscription option are being made in Luxembourg and Germany by way of a public offering on the basis of the securities prospectus to be approved today by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) and to be notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) (“Prospectus”). The Prospectus is published on the websites of the Luxembourg Stock Exchange (www.luxse.com) and the Company (www.mutares.com) in the “Investor Relations” section. The exchange period begins on November 17, 2026 and ends on December 4, 2026 at 12:00 CET, unless it is extended at the Company’s sole discretion or the offer is terminated early. The exchange will be made at a ratio of 1:1 at a rollover price of 100.563% of the nominal amount, which includes a rollover premium of 0.563%. Exchanging bondholders will also receive the interest accrued on the Bond 2023/2027 up to the Issue Date. The difference between the rollover price plus accrued interest on the Bond 2023/2027 and the issue price of the new bonds will be settled by a price adjustment amount. The issue price within a price range of 100% to 101% of the nominal amount, the total nominal amount of the Tap Issue and the price adjustment amount are expected to be determined and published on December 9, 2026. Settlement and delivery of the new bonds are expected to take place on December 21, 2026 (“Issue Date”). To the extent that bonds of the Bond 2023/2027 are not exchanged, the Company intends to terminate and redeem the Bond 2023/2027 early on December 28, 2026, subject to the issuance of the Tap Issue. The Company will make the final decision on the Transaction depending on market conditions. Bondholders wishing to exchange their bonds may do so through their custodian bank during the exchange period. The exchange agent is Pareto Securities AS. Pareto Securities AS has been mandated as Sole Global Coordinator and Joint Bookrunner, and Arctic Securities AS as Joint Bookrunner, to support the Transaction. Institutional investors interested in participating in the Transaction are asked to contact Pareto Securities AS using the contact details below. For further information about the Transaction, 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 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.de
www.mutares.com Press Contact in 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
Email: mutares@vae-solis.com Press Contact in UK and USA
14:46 Consulting
Tom Sutton
Phone: +44 7796 474940
Email: tsutton@1446.co.uk

IMPORTANT NOTICES This document contains important information that should be read carefully before any decision is made with respect to the offer. If any bondholder is in doubt as to the action it should take or is unsure of the impact of the offer, it is recommended to seek its own financial and legal advice, in particular with respect to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial or legal adviser. Any bondholder whose bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such bonds in the exchange offer. Neither the Company nor Pareto Securities AS or Arctic Securities AS (the “Joint Managers”) nor any of their respective management, employees or affiliates makes any recommendation as to whether holders of bonds should exchange their bonds in the offer. This publication does not constitute an offer or an invitation to purchase or subscribe for securities, nor does it constitute a prospectus within the meaning of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). The exchange offer is not a takeover offer within the meaning of Chapter 6 of the Norwegian Securities Trading Act (Norwegian: verdipapirhandelloven), as amended. The public offer is made solely on the basis of the Prospectus. The approval of the Prospectus by the CSSF should not be understood as an endorsement of the securities offered. Potential investors are advised to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards of the decision to invest in the securities. Offer and distribution restrictions This document does not constitute an invitation to participate in the offer in any jurisdiction in which 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 into whose possession this document comes are requested by the Company and the Joint Managers to inform themselves about and observe any such restrictions. United States This document is not intended for publication, distribution or transmission into 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 transmission of this document would be unlawful. This applies regardless of whether the transmission is made by fax, email, telex, telephone, internet or any other form of electronic communication. Accordingly, copies of this document and any other documents or materials relating to the exchange offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded in or into the United States or to any US person (including, without limitation, by custodians, nominees or trustees), and the bonds cannot be tendered for exchange in the exchange offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any US person. Any purported exchange tender in the exchange offer resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported exchange tender made by a person located or resident in the United States, a US person, a person acting for the account or benefit of a US person, or an agent, trustee or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. The bonds have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The Company does not intend to register the offer in the United States or to conduct a public offering in the United States. Each holder of bonds participating in the exchange offer represents that it (i) is not a US person, (ii) is not resident in the United States and (iii) is not participating in the exchange offer from the United States, or (iv) is acting on a non-discretionary basis for a principal that is resident outside the United States, that is not giving an order to participate in the exchange offer from the United States and that 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 authorized 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 authorized person. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The distribution of such documents and/or materials as a financial promotion is restricted to those 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. European Economic Area Outside Luxembourg and Germany, this document is directed in the member states of the European Economic Area only at “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. General Neither this document nor its electronic transmission constitutes an offer to sell or a solicitation of an offer to buy bonds (and exchange tenders in the exchange offer will not be accepted from holders) where such an offer or solicitation is unlawful. In jurisdictions where the offer is required to be made by an authorized broker or dealer under securities, blue sky or other laws, and one of the Joint Managers or any of their affiliates is such an authorized broker or dealer in such jurisdiction, the offer shall be deemed to be made by such Joint Manager or affiliate in such jurisdiction. The Company reserves the right, in its sole and absolute discretion, to investigate, in relation to any exchange tender in the exchange offer, whether the representations of a holder of bonds are correct and, if such an investigation is undertaken and, as a result, the Company determines (for any reason) that a representation is not correct, to reject such exchange tender to that extent.