Mutares : Annual Report of Mutares Group

Reaching New Levels

ANNUAL REPORT 2021

OUR VISION

To be the undisputed inter-national leader for mid-market special situations, driven by our sustainable investment principles.

OUR IDENTITY

Mutares creates value by transforming risks and opportunities into sustainable business success.

OUR MISSION

Transform distressed companies and their ownership into sustainable, lasting and value-enhancing opportunities for shareholders.

OUR VALUES

Entrepreneurship Integrative Management

Sustainability Personal Integrity

OUR GOAL

Industry-leading risk-optimized returns and direct performance contribution for each shareholder through sustainable and increasing dividends.

CONTENT

ABOUT MUTARES

Financial year 2021 at a glance 4

Our Management 6

Message from the Management Board 7

Our Business Model 10

Our Strategy 11

Reaching New Levels 12

PORTFOLIO

Active Development of our Portfolio 16

Mutares Portfolio across Lifecycle Stages 19

Our Footprint 20

Our Portfolio Companies 21

TO OUR SHAREHOLDERS

Mutares on the Capital Market 44

Five Reasons to Invest in

the Mutares Share 48

LEGEND

Content

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CORPORATE GOVERNANCE

Report of the Supervisory Board 52

Our Supervisory Board 56

Remuneration Report 57

Corporate Governance Statement 66

FINANCIAL INFORMATION

Combined Management and

Group Management Report 75

Notes to the Consolidated

Financial Statements 106

FURTHER INFORMATION

Independent Auditor's Report 198

Financial Calendar 2022 203

Imprint & Contact 204

COMPANY PROFILE

Mutares is specialized on the acquisition of medium-sized companies in special situa-tions. Mutares pursures the aim of leading the acquired companies onto with the aim of leading these companies onto a stable path of profitable growth through intensive operational cooperation. Our transaction teams at nine European locations identify suitable companies. After the acquisition, our own operational team, together with the management of the portfolio companies, develops a comprehensive improvement program along the entire value chain and supports its implementation. Our objective is to return the company to sustainable and long-term success and to subsequently support its value. This can also be done through add-on acquisitions.

Extensive operational industry and turnaround experience, combined with trans-actional and operational support, build the foundation for mastering the challenges involved in developing our portfolio companies.

MUTARES SE & CO. KGaA

Founded in 2008, Mutares acquires mid-sized companies that are headquartered in Europe to develop them long-term-oriented and sustainably.

MUTARES GROUP

As of 31 December 2021, the Mutares Group comprised 23 operating companies.

PORTFOLIO COMPANIES

The portfolio companies operate independently and are managed on their own reporting responsibility. They are integrated into the Mutares Group reporting.

www.mutares.com

Mutares compensates CO₂ emissions of all flights of the holding employees for the year 2020.

About Mutares

Financial year 2021 at a glance

FINANCIAL YEAR 2021

AT A GLANCE

JANUARY

The climate protection contribution benefits the organization atmosfair, which thereby promotes the expansion of renewable energies.

The sale of the 80% stake in Nexive Group to Poste Italiane with a double-digit return on invested capital (ROIC) is completed and goes down as the fastest exit in Mutares corporate history.

The portfolio company Balcke-Dürr successfully sold Balcke-Dürr Rothemühle to the Howden Group with a ROIC >10.

FEBRUARY

Mutares successfully places an additional increase of the bond issued in February 2020 with a volume of EUR 10.0 million, which will be listed on the stock exchanges in Frankfurt and Oslo and creates the financial prerequisites for value-enhancing add-on investments, among others.

MARCH

Mutares signs the UN Global Compact to successively expand the company's sustainability strategy. In the future, ESG sustainability criteria will be incorporated even more clearly into the decision-making process for all activities.

Mutares completes the acquisition of Ericsson Services Italia from Ericsson Telecomunicazioni. The company specializes in network expansion and maintenance services and strengthens the Goods & Services segment under the name EXI.

Mutares completes the acquisition of Primetals Technologies France from Primetals Technologies. The company, a provider of solutions for steel processing lines, will operate under the name Clecim after the acquisition and strengthen the Engineering & Technology segment.

APRIL

Mutares completes the acquisition of the majority stake in the Carglass® Maison Group from Belron. The specialist for home repairs and emergencies in private households strengthens the Goods & Services segment under the name Repartim.

Mutares completes the acquisition of La Rochette Cartonboard from RDM Group. The company produces folding boxboard based on virgin fibers mainly for the pharmaceutical and food packaging industries and strengthens the Engineering & Technology segment.

MAY

The Annual General Meeting of Mutares SE & Co. KGaA resolves a dividend of EUR 1.50 per share.

Mutares completes the acquisition of Alan Dick Communications Limited from Panasonic Europe. The provider of communication and safety systems for the UK rail sector strengthens the Engineering & Technology segment alongside the existing investment Gemini Rail.

As an add-on investment, the Terranor Group acquires the provider of road operation and maintenance services NCC Road Service in Denmark from NCC. The company now also operates under the name Terranor.