Mutares SE & Co. KGaA

Welcome everybody to the Q1 update call of the Mutaris Group. My name is Mark Friedrich, CFO of the group. Next to me is Johannes, CIO of the group. And we will run you through the presentation today. As last time, I will start with the management summary and then begin to Q1, 2026. Johannes will take over again, portfolio updates and the outlook. Since we just spoke two weeks ago, I just want to repeat the management summary that we already presented last time. So last year we reached quite a significant number in terms of holding its income of 130 million. We reached our target here. We were in the range. Also, group revenues were in the range and communicated the guidance. of 7.9 to 9.1 billion in group revenues and holding net resides net income of 165 to 200 million for 2026. The basis for this is actually the pipeline on sell side and buy side here and actually the basis for this again forms in the successful capital increase that we completed by the end of April. When looking ahead already, next milestone for us where we see each other then is the annual charitable meeting beginning of July where the company proposed a two euro dividend per share. When looking at Q1 financials, we again made a step forward in the group, reaching $1.7 billion in revenues. Second half will be much stronger in terms of revenue and also EBITDA and adjusted EBITDA due to the completion of the already signed transactions, namely the ones that we presented last time, Borealis or Wärtsilä and Jadis. that will then massively contribute to the financials in the second half of the year. EBTA already, again, $160 million due to the bargain purchases of the four transactions that we closed in Q1. I will mention the ones once we look at the lifecycle. Adjusted EBTA of $11 million made a big, big step forward compared to last year. across a lot of different portfolio companies here. Also here I will name a few when we look into the segments. The net income of the holding is pretty much flat here compared to last year where we had 30 million due to the exit of Steyer last year. This year we had no exit in Q1. Instead, we already included here the consent fee of approximately 6 million as an expense already. Therefore, you see a negative result. Otherwise, we would have been positive as we communicated all the time that due to the consigning business, we also generate positive earnings. Looking at the portfolio and the different segmentation now for the first time with the five new segments that we have communicated here that we want to steer here also in the future. You see that four out of the five segments have a positive adjusted EBITDA reached in Q1. And only the one goods and services that includes the majority of the retail part is still negative. When starting at the top, automotive and mobility, we still have here reached a positive adjusted EVTA due to the big progress here in SFC Group and also Maneus Group. Last year, we had a one-off here. That's why you see a substantial amount. But here again, I think it's a good progress when looking at the different portfolio companies here. Engineering and technology did a turnaround here from minus 15 to plus 21. Here we have included NEM Energy and Effosec especially, and both have pretty much made a big, big step forward compared to last year, contributing massively positive to the segment. The new segment infrastructure and defense also made a big step forward here. Here we have included especially also that a big step forward in terms of adjusted EVTA and we continue to do so throughout the year. I already mentioned goods and services which remains in terms of The retail part, the complicated one, but we have also here in the segment quite a lot of different good ones, and these ones are performing well, and once I'm reaching the life cycle, I will also dig into the different entities. Chemicals and Materials is a new segment introduced due to the upcoming acquisition of Jadid. Now we have here included Holiday Pigments, But once we have reached second half of the year, we will see here also much higher numbers. As always, we update our lifecycle and the cluster into the three phases that we communicate all the time. And we have highlighted here in the lifecycle the portfolio companies in green that we have upgraded. We have not downgraded any entity. Instead, we have upgraded 12 entities. And as you are familiar with our business model, We also target to divest already from optimization phase, but the majority should come from harvesting. When starting here also with the realignment phase, you see the companies at the bottom left, the ones that we closed in Q1, Haro, Holiday, Pigments, Ferrari, and Mimowrist, and these combined entities contributed massively in terms of bargain purchase. On the right side, you see the financials attached to it, and it looks like quite sound, quite okay, negative in terms of profitability and realignment, break-even in optimization, and substantially positive in harvesting. And when looking at the harvesting phase, we see here a lot of entities, and that's pretty much the transparency about what we had in the management summary, where we said that we have a big pipeline in terms of exit potential, And when looking at the lifecycle, pretty much this is what we actually also intend to deliver here throughout 26 and 27. And with this, I'll already hand over to Johannes for the update.

Thank you, Mark. I don't want to repeat what was said there. Two weeks ago. However, I will take you quickly on the portfolio and also on the outlook. And I would like to do that to give you a little bit of an insight on the operation side and specifically on one company called Dongus and how we work, what is our day-to-day in and out challenges we have. And then on the outlook, I will give you a little bit of an insight on the M&A work. So how do we make the SABIC transaction happen in the U.S., which is now planned to close by the end of June. So if you look at our portfolio, the five segments, we are leveling into the five segments, which also gives us a good portion to be risk-balanced. We are focusing at the moment on the buy side, on the energy segment, on the infrastructure segment, on the defense segment, on the chemical segment, and on industrial services segment, where we see great opportunities to grow further, also in Europe, but also especially in America and Asia. And one of the companies on the infrastructure side we're having here in our portfolio is Dongus. And we would like to go a little bit into detail of Dongus. I explain you a little bit how we work, what is the day-to-day challenge. So the transaction was done in 2017. We bought a steel manufacturer, steel business from Mitsubishi Hitachi at that point in time. They were very busy in the energy segment on the coal side of the business, very much into buildings and very little into bridges. And we took over this business in 2017, November. Actually, this was my last job as a CEO before I became board member in 2019. And I went in with a group of people. I went in with guys like Mathieu, like Christian Klingler, like Chris Schlede, who is today leading the supervisory board. And we made a restructuring plan. We made on a piece of paper, on a blank piece of paper, we made, we tore the future of the business, what we want to achieve, where we want to go. So we want to cut off the energy part on the coal segment and we want to go into bridges. This was the overall strategy, what we did. And step by step, we had to conduct some social plans. We had to shift capabilities. We had to shift capacities into this new operation. And step by step, we grew the company from, at that point in time, 35 million in sales to today, more than 110 million in sales. And we grew the company from negative profitability to a almost 10% profitability growth. as of today. So, Donges is situated in Darmstadt, very close to Frankfurt, and is the leading steel bridge maker in Germany today. Quite some impressive buildings, and quite some impressive bridges as well, constructed over the past years. And with that, I would like to give you a little insight on Donges, more what they do, and we have a little clip for you.

We are here in the Dongas pre-manufacturing hall for big bridge parts and big building parts. DONGES started in 1872. Over the years DONGES developed to a company which is now able to build the biggest bridges, to build the highest buildings. So this is what we do now.

My name is Stefan Lange and I'm the head of business unit bridge construction. Bridge construction means responsibility. Technically, in terms of scheduling, and at society as a whole. We deliver compact steel and composite bridges, often under highly challenging conditions. So every project is unique, with demanding requirements for structural design, logistics and direction. Our strength lies in the close integration of engineering, fabrication and erection, and in the experience of our teams, who reliably deliver even the most demanding structures.

In building construction, we create structural frameworks for industry, infrastructure and economic growth. As head of business unit building construction, I am responsible for sales and order processing, from planning through manufacturing and assembly to handover to the client. Whether industrial facilities, special structures or complex steel constructions, we develop efficient, functional solutions tailored to use, requirements and the entire life cycle of a day. It's not just about steel, it's about integrated thinking from design and fabrication to on-time installation.

The technical divisions of Dongus, our technical office, our production facilities and our assembly department form the heart of the company. This is where engineering design, state-of-the-art manufacturing technology and skilled craftsmanship come together. Our high level of vertical integration, digital processes and modern technologies allow us to work efficiently across the entire process. From engineering and in-house manufacturing to on-site installation. At the same time, the know-how of our planners, engineers and skilled workers remains the foundation of our performance.

Mutaris acquired DONGES 2017. The combination of tradition and long-term experience and a strong shareholder gives us the assurance for the future. We are proud of our products. We are proud of what we are doing because we help to maintain the infrastructure and to build long-lasting products for the future.

This was an insight on Dongus, the company we developed very well over the past years under the leadership of Dr. Wolf Cornelius, who you saw in the beginning and the end of the movie, which brings me over to the outlook, because Wolf is our young creative spirit and a secret weapon we have, and Wolf was a very, very big contributor also to the outlook on the M&A transaction of Jadid of the Sabic ETP business. Would you like to give an insight a bit on how we made a deal, how we come to the deal, and also give you an update where we stand and where the business are? How do we work on M&A side? So we got into contact on this transaction through our network, and then we were approached by investment banks. And the investment banks came to us and said, do you want to have a look? And we immediately formed a global team, because we have the U.S. part, but we also have the European part. So we formed a team. in the US and in Europe in order to collaborate on the transaction. And operationally, we added an operations team led by Vals Cornelius to evaluate the operational situation, the market, the technical skills, the equipment we would acquire. And overall, this led to the fact that after very intense negotiation over Christmas, over New Year's, so for us and for the team, there was no Christmas and no New Year party, because we signed a deal on January 6th in London together with the seller side. This was an intense negotiation. transaction where everything has to fall into each other and click together. So the M&A team is obviously the sourcing bit and the heavy lifting there, but it needs to click in with the operational knowledge and the know-how we brought into the picture. It needs to click in with all our stakeholders on the guarantee side, with our stakeholders on the financing side, with our stakeholders on the legal side, on the tax side, on all other diligence side, it needs to click in. So putting a deal and assembling a deal together in the size of Jadid is an absolute great teamwork and everybody needs to be willing to fight for his or her colleague in order to make it happen and in order to make it successful. We have transacted on January 6th. The deal is planned to close by the end of Q2. And in the meanwhile, we are following up on the business. And on the business side, the company is developing as planned from an operational perspective. And obviously we have now a little bit of support from the market due to the Iran conflict where oil prices go up and very much the sales price of our products are linked to the oil price, which means higher oil price, higher sales price. The impact on the feedstock is not neglectable, but it's also not compensating this profitability. So at the moment we are quite happy. business is going in the right direction, market is going in the right direction, and operationally they have done what we have expected since we signed the deal on January 6th. There is still some restructuring necessary after we close the transaction, so in the summertime there will be the heavy operational lifting then, handover will happen to the operations team, and we will move forward with this transaction. and then have it, as Mark mentioned before, in the second half of the year, full ownership of the ETP business from SABIC, mainly in North America. So this should give you a little bit of an insight how a deal on the M&A side is structured. I'm very proud of this and can't wait to have it then live in quarter three with us. Thanks a lot for listening in. Shortly after the earnings call of 25, we hope to give you a little bit of update on Q1. We see each other again on the 18th of August. We will public our half-year's result on the 13th of August and then have our call the 18th of August. The difference in dates is just due to the fact that I'm on holiday on the 13th, so we will hold the call on the 18th. Thank you very much for hanging in. Have a good time and happy summer. Bye-bye.