Written Procedure

Based on the preliminary figures for the fiscal year 2025, the Mutares Management Board expects that a condition regarding the ratio of Group net debt to Group equity, as set out in the terms and conditions of the 2023/2027 (ISIN NO0012530965) and 2024/2029 (ISIN NO0013325407) regarding the ratio of consolidated net debt to consolidated equity will not be met. The reasons for this include, in addition to valuation effects, a lower number of completed transactions with a positive impact on consolidated equity (‘bargain purchase’) in the fourth quarter of 2025, as well as significantly increased lease liabilities. Based on the already signed acquisitions of Wartsila Gas Solutions and SABIC’s ETP business, the Management Board expects that the financial covenants will be met again by the end of June 2026 and will be significantly below the required levels. Mutares will therefore shortly request the bondholders, in accordance with a written procedure (“Written Resolution”) provided for in the bond terms, to waive compliance with the financial covenants relating to the ratio of consolidated net debt to consolidated equity for the financial year 2025. Furthermore, the Company will apply to suspend compliance with these financial covenants until 29 June 2026.

With regard to Mutares Holding’s debt, the plan is to reduce the bonds to a nominal amount of between EUR 250 million and EUR 300 million by the end of the fiscal year 2026. To this end, the Management Board intends to repurchase at least EUR 25 million of the 2023/2027 bond each quarter, starting from the second quarter of the fiscal year 2026. The Management Board of Mutares is confident that the motions described will be approved in the written procedure and expects the bondholders to give their consent by 5 April 2026. In this context, Mutares offers the bondholders the payment of a fee of 1.50% of the nominal amount, provided that the required approval of the proposals is obtained.

The proposals and further details regarding the process will be made available to bondholders shortly.