Mutares SE & Co. KGaA

Welcome everybody ladies and gentlemen for our fiscal year 2025 earnings call with me today is again Johannes and I will start today running you through the management summary and the reminder on business model then coming to the financials 25 and after that I will hand over to Johannes for portfolio update and outlook Starting with the management summary, I want to highlight the financials. Obviously, in the beginning, we achieved the net result in the holding within the guidance 130 million point four and also made again a big step forward in group revenues. So the group again expended quite a lot in 25, reaching 6.5 billion euros and also with the preliminary financials and also with the press release today we again repeated our midterm target of an annual growth of group revenues of at least 25 percent until 2030. together with the financial statements we published also the dividend proposed by board um supervisory board and management board together proposed two euros to the annual shadow meeting in the beginning of july which is consistent with what we said all the time we want to have this minimum dividend as long as we expand we want to balance it between what we need in terms of capital for expansion but also want to keep shareholders here participating in the development. The capital increase came to Final conclusion today with the shares starting to trade today and also the funds have been transferred today, so it's closed by today, the capital increase, which was quite successful. We had a very high subscription rate of almost 100%, it was 96%, and also had already lined up quite a huge demand in case we would need that for the run placement, but not necessary. We want to use this capital for the expansion, especially in the US. We have it here on the page. We see huge growth opportunities in the US, especially in the segments or in the industries, energy, chemicals and manufacturing, where we have built up now quite a big pipeline already. And the US will be the main driver of the development until 2030. On the other side of our business model, we always want to divest. We have built up now quite a good portfolio that is ready to be divested. We will see later in the lifecycle statement where we see 10 portfolio companies by the end of 2025 in the bucket harvesting. Looking to the current year, 2026, we have guided here for group revenues of 7.9 up to 9.1 billion, mainly driven by the acquisitions that we have already signed, namely Jadid and Borealis, that will Johannes explain later on. In combination with the budgets that we have collected and approved for the groups that exist, We come to the guidance of 7.9 up to 9.1 billion euros in group revenue. For the holding net result, net income, we guide for 165 up to 200 million, also based on plans about exits and divestments. And in terms of also what we want to invest in the expansion and in new offices that we want to ramp up, just recently started with Tokyo. Just as a reminder on the business model, we are a global PE, private equity investors, focusing on turnarounds that we ideally acquire from corporates. We have now expanded all over the world, just recently opened Tokyo. We have now 15 offices across the world. which are a key success factor for us, that for us especially reside normally first in acquisitions in the countries or regions, and then the team is also responsible for the divestments. With this, we have already built up quite a strong track record in the offices that we have for a longer period, especially in Europe. and we want to use the portfolio that we have now built up for our increase in profitability in the holding and the growth is normally coming from bigger acquisitions. With this, we want to achieve return on invested capital within our holding period of three to five years of seven to ten times. Coming already to the financials 25 and starting with the overview that you are familiar with revenues of 6.5 billion also here within the range big step forward compared to last year. Our biggest impact comes obviously from acquisitions, mainly the ones that we executed in the beginning of the year, Magiros, Buderos, that were contributing to group revenues more than half a billion in 2025. EBITDA also quite influenced by the acquisitions due to the bargain purchases that we normally have due to the nature of our business model, since we acquire a lot of assets and equity for a low price because the assets have a need for growth. turnaround and transformation and therefore we have reached here almost 700 million of EBTA and adjusted EBTA on the other side that is normalized for this one of effects due to in and out in the group has also improved significantly and we will see it on the next page in the different segments from minus 85 to minus 31 quite a big step forward especially in auto engineering and technology holding net income has reached 130 million mainly due to the exits that we executed in 25 namely steier motors fuentes and also terra norm When looking at the development of the different segments in the group, and you see here four segments by the end of 2025, when we see each other in a couple of weeks and talk about Q1, you will see the new segments, chemicals and materials. By the end of Q4 2025, we stick to the four segments that you are familiar with and you see that we make quite a good progress in automotive in terms of the turnarounds here from minus almost 50 million adjusted EBTA to minus nine, mainly due to the development of SFC and the Amaneos Group in engineering and technology. This is the biggest step forward here in 2025 in profitability. This is due to EFASEC, DONGES and also here the Grasco Group, which made a big step forward in 2025. Infrastructure in special industries remained negative or turned negative compared to last year. Here we had Buderos, which was actually quite a good, from holding perspective, quite a good transaction, but obviously contributed here negative due to the acquisition in Q1. And also Magiros is in the bucket here that was undergoing a quite substantial turnaround in 2025. And in combination, this ended up with minus 40 million Last segment, goods and services remained quite flat, obviously quite dominated still by Lapeer. The headwinds remain, especially across Europe when it comes to retail. And I think we already said half a year ago that this is a segment that might have no future within the Mutaris Group. Looking at the life cycle, we see the familiar three phases here. Busy realignment, and you see the substantial loss in adjusted EBTA, which is normal for us, with more than 160 million. um the bucket is quite quite packed here and you see also names that we talked about it quite a lot you see effasec in there but also magirus where we communicate that these are value backsets and they are they will move forward here when we talk about it in q1 already optimization you see that we are now actually where we need to be we are close to the break even level when it comes to adjusted evta here this year also slightly positive with plus 10, but the biggest step forward was clearly in the harvesting phase where we see also the biggest jump here of almost 120 million in adjusted EBITDA and pretty much all of the 10 entities contribute positively to that amount here of 120 million almost 120 million and you see also here the names that we talked about it that we consider quite valuable also when it comes to an exit and Johannes will go into details for some of them, and with that I hand over to you.

Thank you so much, Marc. We will use these earnings calls also a little bit to dive into our portfolio and give you a little bit of update in the earnings calls of the quarters. You typically will see one of our portfolios more in detail and I will summarize a couple of them going forward in the next minutes. So when you look at our portfolio overall, we consider five segments. In 2026, as Markus said, auto, engineering, predominantly energy segment, infrastructure and defense, goods and services, predominantly B2B services, and then chemicals and materials as the new segment where the SABIC transaction took place. So overall, those segments are roughly 40 companies. More than 10 billion of annualized sales. And when you see our business model, and we buy these underperforming assets, and we buy times like this where uncertainty in the world, geopolitical crisis, those are diamond for us. This is brilliant in order to acquire shitty businesses which we want to turn around and make money out of it later on. So, however, we buy the uncertainty. We buy a business which is not working, we identify it, and with our operational forces we try to turn around the business. And when you look at the overall portfolio, and roughly 10% of what we buy we made the wrong estimations. We took the risk, but it doesn't materialize. 70% of what we buy exactly materializes in the way we have planned. So we go in, we do the restructuring plan, we make our management consulting fees, we potentially take out some dividends if things are going well, and at the end we come to an exit which gives us the 7 to 10 times of return on invested capital over the life cycle. And then we have 20% which outperforms, which perform much better and which gives us a much better return than we have expected. So in the past years, for example, Steyr was one of these exit. I wouldn't be honest if I would say I knew it when I acquired Steyr from Thales a couple of years back, but obviously we had a plan with Steyr going forward, make 7 to 10 times cash and ultimately it brought us 170 million, so a lot more than we have expected. So those are the 20% bucket, which is the one which outperforms. And in the next couple of minutes, I will introduce you to three of these 20% buckets. And I will not only introduce you to the three of these 20% buckets, I will also introduce you to the three of these 20% buckets, which are potentially coming to an exit scenario in the next 12-18 months. which also is reflected in kind of some sort of soft announcement we have made. So one of the companies which is the one where we believe it's going much, much better is EFESEC. So EFESEC we bought from the Portuguese state and negotiated the deal starting in 21 with our Madrid office, with Santiago. And we turned the business around. So from minus 70 million, the business is double-digit million positive, business is growing, and FFSEC predominantly does transformers. Transformers for grid upgrades, transformers for data centers, together with switchgears, the package which the hunger of energy in the world requires in order to grow. And the business is now restructured. It makes money. We have slightly invested into upgrading test facilities in order to increase even further the output. And certainly in this current environment, EFESEC could be in the next 12 to 18 months a very lucrative candidate on an exit share. The next one is the NEM Group. NEM Group, we acquired from Siemens Energy, is a heat transforming business. Very much related and connected to the gas turbine. So wherever you need a gas turbine, you need a heat transfer system to control the in and out flow of it. And the company we bought from Siemens Energy, we have restructured the business. We have a huge order book. We have just also won a very large order in the LNG part, offshore LNG in Europe and in Southeast Asia. And the company has a bright future and the company is making money. We have turned it around, we have made it stable, we've made it entrepreneurial and obviously in the actual moment of the hot assets of energy, this is something we might also consider to divest. And last but not least, the third one, which was in the soft announcement already yesterday, was Magirus. Magirus, a manufacturer of mission-critical vehicles. You see two pictures here on the slide. firefighting trucks, but also military trucks, military applications. Magiris is a company we've acquired from IVECO. We have gone through a heavy, heavy restructuring. I think last quarter, Fatmir Vesely, the CEO, was here presenting Magiris in a nutshell. And this is certainly a company, defense sector, infrastructure critical, which will make us a lot of fun in the future and especially on the exit side. Coming to a quick outlook, and also there, I would like to deep dive a little bit into portfolios rather than giving the general outlook at all. So we are expecting two closings of buy-side transactions in the coming months, and I would like to go a little bit deeper into that and introduce them. So one is, as Mark mentioned, from Wärtsilä Gas Solution, a liquefaction business. So we do products, we do processes of liquefaction of gas. any kind of gas, starting from biogas, LNG, ammonium, you name it. And obviously, this is a market currently which is extremely growing. So we are back in the energy sources to the traditional energy, oil, gas, and Borealis, Project Borealis is one of the beneficiary of that, the beneficiary of those investments. So whenever you need to transport gas and liquefy gas, you need a company like Borealis. It's an oligopol market. Order intake is super high and profitability is double digit. It outperforms at the moment what was our expectation in the very beginning. So we're very much looking forward to close this transaction with Wärtsilä, own the business and then drive it further. Currently, company makes 450 million of turnover. The order book is close to 700 million. So very, very bright outlook here. thanks to the change in the perception of the energy you're using. And then I think the company which was discussed the most was a project called Jadid, the ETP business of Saabic, predominantly in the US, which we acquired. In January, we signed a deal. We do expect a transaction close here also in the next months. We need to overcome here anyhow a heavy load of restructuring. But obviously, current market situation and being in the US, thanks to Uncle Donald here, Jadid is one of the beneficiaries here as well. We benefit on the one side because we have a lot of manufacturing capacities in the US. We benefit from the tariffs the US have applied for imports, number one. And number two, we benefit from the price increases we could materialize towards customers because obviously you know resource of oil it's very much linked to the oil price the sales price of the product so the higher the oil price the higher the sales price of our product is there is a direct link to that so we are very optimistic also there to close the transaction in the next couple of weeks and then own the business and take the joy of owning a business which is you know had a great help from market at the moment, and we enjoy the ride on this one. So those two transactions will bring a different picture, obviously, also to the group financials, will bring a lot of equity into the picture, will bring a lot of sales in the picture. And in addition, especially Shadeed, Shadeed marks a, a milestone in our U.S. story. U.S. is a market where we want to grow. We see a huge pipeline. Fabio Piconieri and his team in Chicago. We're going to expand the U.S. We're going to have a second office set up soon in Houston. And we really want to go into the market of energy, into the market of chemicals and metals and infrastructure into America. And this is the growth market in 2026 and onwards. And maybe to close today's earnings call, and I don't want to repeat all what Mark said, but 2025 was a record year, and this record year is only possible with a lot of people and a great, great team. And I'm very proud that I can lead the squad of some of the people you see here in the picture who've done the hard work, who go the extra mile, who always stay positive, who fight day-to-day on the turnaround, who fight day-to-day on a deal, who fight day-to-day on an exit, who fight day-to-day on all the supporting functions to make these great, great results happen, what we have, and to make the great outlook we have in 26, 27 and on what's happened. So thanks a lot, Blaise, to the team, and you do service. And it makes so much fun to stand here, present the results and know what all happened in the background to make this happen. So thank you very much for today's call. Thanks for joining us. Stay tuned, stay with us. And we're looking forward for another record year, 2026 of Mutaris, which I'm very sure we will achieve because we always delivered what we promised. Thank you very much.