...sometimes you just have to seize the opportunity 👍

BaFin examines the annual financial statements 2023 of Mutares SE & CO KGAA $MUX (-8,74 %). Little more than a briefing, but nevertheless ad hoc and always good for share price losses.

Let us now turn to the classification of the announced initiation of an audit of the annual financial statements as at December 31, 2023, as well as the associated combined management and Group management report by BaFin (announced this morning by the investment holding company Mutares)

The subject matter is exclusively certain disclosures in the notes and management report - The audit expressly no key financial figures of the company from the balance sheet and income statement and, in particular, has no effects on the retained earnings reported in the annual financial statements as at December 31, 2023.

Both the annual financial statements as at December 31, 2023 and the associated combined management and Group management report were audited by the company's auditor, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, on March 27, 2024, with unqualified audit opinions. with unqualified audit opinions.

However, BaFin sees indications of a possible violation of Section 268 (4) sentence 1 HGB, as the balance sheet no separate note on the residual term of the receivables from receivables from affiliated companies.

As at the balance sheet date of December 31, 2023, all receivables had a contractually agreed term of less than one year. The wording in the notes, according to which some of the receivables may only be collected after twelve months related to uncertainties in the restructuring progress of individual of individual portfolio companies.

In the annual financial statements as at December 31, 2024, Mutares has already included additional quantitative disclosures - both retrospectively for receivables as at December 31, 2023 and prospectively for receivables as at December 31, 2024. In the company's view, this means that the information interests of the users of the financial statements are now fully met.

However, BaFin criticized the fact that the forecasts in the management report relate exclusively relate exclusively to key earnings figures and do not contain any statements on the net assets and financial position.

From Mutares' point of view, the most important financial performance indicators - revenue revenue, EBITDA, adjusted EBITDA for the Group and the net profit for the year under commercial law of the company - are fully forecast.

The company's financial position is largely characterized by M&A and restructuring activities, the development of which is naturally subject to considerable uncertainty. However, these are comprehensively addressed and explained in the risk and explained.

Mutares continues to believe that, on this basis, the users of the financial statements receive a true and fair view of the net assets, financial position and results of operations and that the accounting is has been properly in accordance with the legal requirements.

Conclusion:

Affected companies must disclose special audits to BaFin, be it random checks or by providing information, but may also comment on them or even object to them. In the end, the official machinery always prevails: The issuer adjusts its report. Penalties are rare, however, as these are almost always differences in interpretation that can be easily rectified.

So Mutares will probably end up correcting its report after instructing BaFin and that's it 😉👍

Official press release dated 01.08.2025 from $MUX (-8,74 %) on the BAFIN publication. Let everyone draw their own conclusions.

• BaFin has initiated an audit of the 2023 annual financial statements and the associated management report
• Only certain disclosures in the notes and management report are the subject of the audit - not the company's key financial figures from the balance sheet and income statement
• Mutares welcomes and supports the audit as part of transparent reporting

Munich, August 1, 2025 - The German Federal Financial Supervisory Authority ("BaFin") today announced the initiation of an audit of the published annual financial statements of Mutares SE & Co. KGaA ("Mutares") as of December 31, 2023 and the related combined management and group management report.

BaFin's audit covers disclosures in the notes to the annual financial statements as of December 31, 2023 and the related combined management and group management report. The audit expressly does not concern any key financial figures of the company from the balance sheet and income statement and, in particular, has no impact on the net retained profits reported in the annual financial statements as at December 31, 2023. Both the annual financial statements as at December 31, 2023 and the associated combined management report and Group management report were audited by the company's auditor, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, on March 27, 2024 with an unqualified audit opinion.

1. disclosures on receivables from affiliated companies in the notes to the annual financial statements of Mutares SE & Co. KGaA as of December 31, 2023

BaFin sees indications of a possible violation of Section 268 (4) sentence 1 HGB, as the balance sheet does not contain a separate note on the remaining term of receivables from affiliated companies.

As at the balance sheet date of December 31, 2023, all receivables had a contractually agreed term of less than one year. The wording in the notes, according to which some of the receivables may only be collected after twelve months, related to uncertainties in the restructuring progress of individual portfolio companies.

Mutares has already included additional quantitative disclosures in the annual financial statements as at 31 December 2024 - both retrospectively for receivables as at 31 December 2023 and prospectively for receivables as at 31 December 2024. As a result, the information interests of the users of the financial statements are now fully met from the company's perspective.

2 Scope of the forecast disclosures in the management report

BaFin criticizes the fact that the forecasts in the management report relate exclusively to key earnings figures and do not contain any statements on the net assets and financial position.

From Mutares' perspective, the most important financial performance indicators - revenue, EBITDA, adjusted EBITDA for the Group and the company's net profit for the year under commercial law - have been fully forecast.

The company's financial position is largely characterized by M&A and restructuring activities, the development of which is naturally subject to considerable uncertainty. These are addressed and explained in detail in the risk report. The company is of the opinion that, on this basis, the users of the financial statements receive a true and fair view of the net assets, financial position and results of operations.

Mutares stands for transparent and legally compliant financial reporting. Accordingly, Mutares takes note of BaFin's notification and welcomes the opportunity to contribute to further clarification of the facts within the framework of the proceedings. The company is convinced that the accounting has been carried out properly and that the legal requirements have been met. The company will cooperate constructively with BaFin.

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The financial supervisory authority BaFin has concrete indications that Mutares SE & Co. KGaA has violated accounting regulations. Therefore, on July 23, 2025, it conducted an audit of the annual financial statements of Mutares SE & Co. KGaA as of December 31, 2023 and the associated combined management report.

https://www.bafin.de/SharedDocs/Veroeffentlichungen/DE/Massnahmen/Bilko/Massnahmen/meldung_2025_08_01_mutares.html?cms_expanded=true

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https://mutares.com/mutares-baut-goods-services-segment-mit-vereinbarung-zur-ubernahme-von-fuentes-von-der-lineage-group-weiter-aus/

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The Annual General Meeting of Mutares SE & Co. KGaA (ISIN: DE000A2NB650) today approved the distribution of a dividend of EUR 2.00 per share (previous year: EUR 2.25) for the financial year 2024 and ratified the actions of the Management Board and the Supervisory Board for the financial year 2024. In addition, Dr. Kristian Schleede was elected by the Annual General Meeting to replace Dr. Axel Müller, who stepped down from his position in April 2025, as a member of the Supervisory Board and the Shareholders' Committee.

CIO Johannes Laumann commented: "Our company has developed successfully in 2024. We have taken Mutares to a new level internationally and further expanded the portfolio. Mutares has grown to an annualized revenue of EUR 7 billion in 2024 and has thus achieved a seven-fold increase within five years. Also on the sales side, with the further maturity of our portfolio, we are currently running eight processes that provide a good foundation for successful deals."

https://mutares.com/mutares-se-co-kgaa-hauptversammlung-beschliest-dividende-von-eur-200-je-aktie-erfolgreiche-internationalisierungsstrategie-untermauert-transaktionsaktivitat/

Press release $MUX (-8,74 %) from 30.06.2025

Successful IPO. The offer was oversubscribed several times, the share price rose by 2.5% at the start on the Stockholm Stock Exchange and generated $MUX (-8,74 %) a nice million in proceeds.

• Listing of Terranor Group AB (publ) on the Nasdaq First North Growth Market in Stockholm
• One of the leading providers of operation and maintenance services with sales of around EUR 285 million (SEK 3,147 million) in 2024
• Successful turnaround strategy of Mutares since the foundation of Terranor Group AB (publ) as an independent company in 2020/2021
• Mutares sells 25% of the shares and remains majority shareholder with a stake of 75%

Munich, June 30, 2025 - Terranor Group AB (publ) (ISIN: SE0025159023, ticker symbol TERNOR) ("Terranor"), a portfolio company of Mutares SE & Co. KGaA (ISIN: DE000A2NB650) ("Mutares"), made its stock market debut today on the Nasdaq First North Growth Market in Stockholm, Sweden. The initial price was SEK 20.00 per share. This corresponds to a total value of all shares in the company of SEK 400 million, or approximately EUR 36 million.

The placement volume of 5,000,000 existing shares corresponds to 25% of the outstanding shares. With a 75% stake, Mutares remains the majority shareholder of Terranor. The gross proceeds to Mutares amount to approximately SEK 100 million or approximately EUR 9 million. To cover any oversubscription in connection with the offering, Mutares has granted DNB Carnegie an option to purchase up to 750,000 additional existing shares, representing up to 15% of the total number of shares in the offering. Assuming that the over-allotment option is exercised in full, the offer comprises up to 5,750,000 existing shares, representing 28.75% of the total number of shares and voting rights in Terranor.

Mutares has entered into a lock-up agreement not to sell any further shares for a period of 180 days from the first trading day. The lock-up agreement is subject to certain exceptions or the prior written approval of DNB Carnegie. The members of the Board of Directors and the Executive Board of Terranor have committed to a lock-up period of 360 days. Their lock-up agreements are also subject to certain exceptions or prior written approval by DNB Carnegie. In addition, Terranor has undertaken not to increase its capital by issuing shares or other financial instruments for a period of 360 days without the prior written consent of DNB Carnegie or to propose such an increase to the General Meeting, subject to certain exceptions.

Press release $MUX (-8,74 %) from 27.06.2025

• Takeover from IVECO Group successfully completed in January 2025
• Transformation measures initiated; visible operational and commercial progress
• Current order backlog of around EUR 600 million; further orders of over EUR 200 million expected

Munich, June 27, 2025 - Following the acquisition of Magirus GmbH from the IVECO Group in January 2025, Mutares SE & Co. KGaA (ISIN: DE000A2NB650) ("Mutares") reports further progress in the operational realignment and commercial development of the portfolio company.

Since joining the Mutares portfolio, Magirus has implemented a number of transformation initiatives. These include a reorganization of the management structure, cost optimization programs, improved project governance and an acceleration of product development. The aim of these measures is to strengthen the operating model and increase market responsiveness.

The company's order backlog has now risen to around EUR 600 million. In addition, Magirus is in the final negotiation phase for a project with a volume of around EUR 200 million. If awarded, this would be the largest single order in the company's recent history.

As part of its 10-point transformation program, Magirus is also pushing ahead with its international expansion. A new legal entity in Switzerland is scheduled to commence operations on October 1, 2025. Preparations for market entries in Spain and the United Arab Emirates are proceeding according to plan. In addition, a new unit will be established in Romania to support the integration of regional suppliers and production coordination. Potential add-on opportunities in Croatia and Austria are currently being examined.

Based on the current pipeline and the ongoing implementation of the strategic roadmap, Magirus continues to consistently pursue the goal of achieving an order backlog of EUR 1 billion by the end of 2025.

Johannes Laumann, CIO of Mutares, comments: "Magirus has made remarkable progress in just a few months. The team is acting with focus and clarity - the momentum we are currently seeing is the result of disciplined work in all areas. We are convinced that Magirus is well on track to achieve its commercial goals and create a solid foundation for sustainable value creation."

Press release $MUX (-8,74 %) from 23.06.2025

• Terranor Group AB (publ) aims to be listed on the Nasdaq First North Growth Market in Stockholm in June 2025
• One of the leading providers of operation and maintenance services with revenues of approximately EUR 285 million (SEK 3,147 million) in 2024
• Successful turnaround strategy of Mutares since the foundation of Terranor Group AB (publ) as an independent company in 2020/2021
• Mutares remains a committed majority shareholder

Munich, June 23, 2025 - Mutares SE & Co. KGaA (ISIN: DE000A2NB650) is considering a listing of its portfolio company Terranor Group AB (publ) ("Terranor") through a public offering on the Nasdaq First North Growth Market ("Nasdaq First North") in Stockholm. Trading is expected to commence at the end of June 2025.

Terranor was acquired as a spin-off of NCC's road maintenance activities in Sweden and Finland in 2020 and in Denmark in 2021. The company is today one of the leading providers of operations and maintenance for state and municipal roads in these countries with revenues of approximately EUR 285 million (SEK 3,147 million) in 2024.

During Mutares' ownership, Terranor has expanded its market share through its tendering strategy and is today well positioned in the Nordic region with a number of state, municipal and, to a limited extent, private road operation and maintenance contracts.

An IPO would provide an investment opportunity for institutional and private investors to tap into this market, which is driven by an underlying increase in spending as a result of the focus on maintenance deficits at the state level.

Johannes Laumann, CIO of Mutares, comments: "We are excited to embark on the IPO journey of Terranor, a company that provides services critical to societal infrastructure. This contemplated IPO of Terranor represents a fantastic success for the buy-and-build approach and value creation strategy. Mutares will remain the majority shareholder after the IPO."