Mutares SE & Co. KGaA

Investor Presentation • Jun 8, 2020

Earnings call Q1 2020

Munich, 14 May 2020

Disclaimer

This document has been prepared by Mutares SE & Co. KGaA solely for the use in thispresentation.

The information contained in this document has not been independently verified. No representation or warranty - whether expressed or implied – is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained therein. Neither the company nor any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss arising from any use of this document or its content or otherwise arising in connection with this document.

This document does not constitute an offer or invitation to purchase or subscribe for any shares and neither this document nor any part of it shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.

This document contains forward-looking statements that are based on current estimates and assumptions made by the management of Mutares SE & Co. KGaA , and other information currently available to them. The words "anticipate," "assume," "believe," "estimate," "expect," "intend," "may," "plan," "project," "should" and similar expressions are used to identify forward-looking statements. Various known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. Mutares SE & Co. KGaA does not intend or assume any obligation to update any forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and is based on numerous assumptions which may or may not prove to be correct.

This presentation and its contents are confidential and are not for release, reproduction, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States of America, Canada, Australia, Japan or any jurisdiction where such distribution is unlawful. This presentation is not an offer or invitation to buy or sell securities in any jurisdiction.

By accepting this document, you agree with the foregoing.

Speakers Management Board

Mark Friedrich CFO

Johannes Laumann CIO

Agenda

Business model overview

Mutares targets sustainable risk adjusted returns with clear dividend focus

01 Consulting Income 02

Acquisition

Mutares initiates an extensive operational improvement program within the portfolio companies after acquisition. The projects jointly defined with the company are implemented by Mutares consultants in close cooperation with the employees on site.

Cash Flow 03

Realignment

Mutares develops its companies successfully in strategic and operational terms until the long-term reorganization is achieved. Specialists support optimization projects on the ground, including investments in the development of innovative products, adapting and reorganization sales and production with a long-term perspective.

Growth & Dividends

Optimization

Buy & build approach allows focused & strategic growth with multiple arbitrage to enter new markets or bring in new products or promising technologies. The strategic fit is crucial, therefore no predefined deal criteria. Positive cash flow provides upstream dividends, supported by continuous consulting income.

Realization

Harvesting

The ultimate objective of Mutares is to actively promote the realization of the company's value potential targeting 3x cash on cash over 3 years with 5-10x ROIC over the lifecycle of a company.

1x ROIC 5-10x ROIC

1 Business model

Best in class turnaround investor achieves surpreme value creation More than 50% of value creation is non-cyclical based on special situations

Management holds >40% of the shares and is fully involved in the day-to-day value creation of Mutares

Track record provides foundation for return outlook Mutares targets ROIC with current Vintage1) portfolio of 5-10x, ROE of +10-20%

Category (Values in EURm except return multiples)	#	Investments (Initial + holding period)	Net proceeds (Consulting, dividends and (partial) exits)	Return on investedcapital2) (x)	Return on Equity (ROE)	Net Asset Value (NAV)	Book Equity
Past investments	20	39.8	88.2	2.2x	-	-	-
Current portfolio
Vintage portfolio1)	8	16.5	92.8	5.6x	10.5%	EUR 220m (FY 2019)	EUR 208m (FY 2019)
Portfolio outlook	14	20.9	100-200	5-10x	15%	-	EUR 250m

Vintage portfolio with ROIC of 5.6x

• ⌐ Return multiple of 5.6x already realised on Vintage portfolio without fullexits
• ⌐ Substantial return improvement versus historic investments underline Mutares quality growth strategy
• ⌐ Net Asset Value reporting of EUR 220m (2019) will be replaced by half year reported consolidated book equity of EUR 208m (2019)

Portfolio outlook with ROIC of 5-10x / ROE +15%

• ⌐ Return multiple target led by upgraded investment strategy based on diverse & uncorrelated end market exposures
• ⌐ ROIC target is driven by average holding period of 3-5 years, targeting lower holding periods with higher returns than the private equity industry
• ⌐ ROE target is based on the holdings net profit vs. group equity
• 1) Vintage portfolio companies which have been part of the portfolio for 12 months or more as of 30 Sept. 2019
• 2) Return on invested capital from the Issuer's perspective
• 3) NAV will be discontinued as of Q1 2020 given the distorting impact on group's value

Est.

Highlights Q1 2020

Successful aquisition of three companies and bond issue

• ⌐ Two successful exits: Balcke-Dürr Group sells Balcke-Dürr Polska and BEXity sells activities in Czech Republic
• ⌐ New acquisitions: One add-on for Balcke-Dürr Group (completed) and two new platforms (signed; expected closing in Q2 2020)
• ⌐ Operational progress: Add-on Ruukki completes Donges Group to become 1st European player for steel constructions – new brand NORDEC combines Ruukki and Normek
• ⌐ Successful placement of EUR 50.0 million bond: capital raised to invest in add-ons and portfolio extension
• ⌐ Distribution of dividend for FY2019 proposed: EUR 1.00 per share proposed to AGM with outlook to sustain high level of dividend capacity

2 Summary

Mutares keeps up pace with already three signed acquisitions in 2020 Portfolio further grows with one add-ons and two new platforms

1) Majority shareholder with 80%, signed in Feb 2020, closing expected in Q2 2020

2) Signed in May, closing expected in Q2 2020

2 Summary

Three aquisitions successfully closed in 2020

Two add-ons and one platform

• ⌐ New platform to Automotive & Mobility
• ⌐ ca. EUR 120 million
• ⌐ Forging-technologies on a wide range from hot-forming to forging as well as heattreatment, an inhouse tooling shop and assembly for finishing operations
• ⌐ Two production sites close to Torino, Italy; about 670 employees and 114 years of experience

• ⌐ Add-on to keeeper Group (Goods & Services)
• ⌐ ca. EUR 45 million
• ⌐ produces and sells high-quality paper napkins
• ⌐ serves renowned customers from the DIY, food retail, wholesale and furniture retail sectors
• ⌐ keeeper Group as leading FMCG player in central Europe

• ⌐ Add-on to Donges Group (Engineering & Technology)
• ⌐ ca. EUR 170 million
• ⌐ new brand formed out of Normek and Ruukki Building Systems
• ⌐ product ranges: frames, facade solutions and steel bridges
• ⌐ Donges Group to become 1st European player for steel constructions

2 Summary

Mutares portfolio grows to already 16 companies in 2020

Thereof two new platforms aquired in 2020

Automotive & Mobility Engineering& Technology Goods & Services

Acquired in 2009 from Diehl Group Rubber mouldings

Acquired in 2013 from Autoneum Group Tier1 supplier of truck composites

Acquired in 2019 from Deren Group Cable trees & harnesses

Acquired in 2019 from a family Safety, locking, joining systems

Acquired in 2019 from Tekfor Group Precision machine parts

2) Gemini Project

Acquired in 2020 from Cooper Standard Sealing & fluid systems

Acquired in 2016 from SPX Group Energy efficiency & filters

Acquired in 2017 from Mitsubishi-Hitachi Construction, roofs & engineering

Acquired in 2018 from Knorr Bremse MRO services for rolling stock

Acquired in 2012 from Korindo Group Coatings for oil & gas pipelines

Acquired in 2016 from Sonoco Group Industry & hygienic coreboard

Acquired in 2019 from Wrede Holding Household plastic goods

Acquired in 2011 from Huber Group High-end metal packaging

Acquired in 2019 from ArcelorMittal Steel wire applications

Acquired in 2019 from Austrian Railways Transport & cargo services

Acquired in 2020 from PostNL Mail and parcel provider

Key financial data of Q1 2020

Significant M&A activity reflected in increased Revenues and Adjusted EBITDA

Consolidated Statement of Profit and Loss

Due to high acquisition activity, revenues and EBITDA at record levels in Q1 2020

mEUR	Q1 2020	Q1 2019
Revenues	315.7	203.3
+/- Change in inventories	-2.5	5.8
Other income	58.6	6.1
Cost of material	-199.0	-128.0
Personnel expenses	-88.4	-61.5
Other expenses	-45.4	-25.7
EBITDA	39.0	0.0
Adjusted EBITDA	-10.4	-3.5
Net income	15.7	-12.1

Adjusted EBITDA

Adj. EBITDA decreases due to recently acquired companies

mEUR	Q1 2020	Q1 2019
EBITDA	39.0	0.0
Income from bargain purchases	-53.6	-4.1
Restructuring and other non-recurring expenses	4.1	0.6
Deconsolidation effects	0.0	0.0
Adjusted EBITDA	-10.5	-3.5

• ¬ Reported EBITDA highly influenced by extraordinary effects related to transactions, restructuring and other one-off expenses. Therefore,Adjusted EBITDAas KPI adjusted for these one-off effects
• ¬ Three categories of adjustments:
  • Transaction related income from bargain purchases mainly relate to PrimoTECS, keeeper Tableware and Loterios
  • Restructuring and other non-recurring expenses occured mainly for the acquisition and the restructuring at the newly acquired companies
  • Deconsolidation effects (i.e. gains/losses from disposals anddeconsolidations) will result in Q2 2020 from exits of Balcke-Dürr Polska and BEXity's activities in Czech Republic

Consolidated Balance Sheet

Cash-in from bond issue and acquisitions lead to an increase of total assets

mEUR	31/03/2020	31/12/2019	mEUR	31/03/2020	31/12/2019
Intangible assets	59.2	58.7	Total equity	236.2	208.2
PP&E	204.6	176.4	Financial liabilities	183.6	117.7
Right of use assets	149.7	119.8	Provisions	113.4	99.5
Other	50.4	44.3	Other	26.4	18.2
Non-current assets	463.9	399.2	Non-current liab.	323.4	235.4
Inventories	168.3	134.0	Trade payables	183.8	157.7
Trade & other rec.	191.6	142.6	Other financial liab.	148.7	118.5
Cash & equivalents	141.8	79.7	Provisions	33.9	35.7
Other	69.8	93.0	Other	109.4	93.0
Current assets	571.6	449.3	Current liabilities	475.8	404.9
Total assets	1,035.5	848.5	Total equity & liab.	1,035.5	848.5

Segment financials (1/2)

• ⌐ Increase in revenues due to the acquisition of new platform investments (Plati, KICO, PrimoTECS)
• ⌐ EBITDA largely benefits from income from bargain purchases
• ⌐ Decline in Adjusted EBITDA due to (business model driven) negative contributions of the new platform investments and the downward trend in the automotive sector especially visible at STS
• ⌐ Elastomer with quite strong increase in profitability in Q1 2020, but shutdown effects will be visible starting Q2 2020
• ⌐ Increasing challenges due to COVID-19

mEUR	Q1 2020	Q1 2019
Revenues	124.8	104.8
Cost of material	-76.3	-60.5
Personnel expenses	-38.4	-29.0
Other expenses	-19.0	-14.3
EBITDA	34.8	4.8
Adjusted EBITDA	-3.3	4.9

Automotive & Mobility Engineering & Technology

• ⌐ Largest segment in the Group in terms of revenue: increase due to the full-year effect of the add-on acquisitions of Donges Group (NORDEC and FDT) as well as the add-on acquisition of Balcke-Dürr (Loterios) in Q1 2020
• ⌐ Increase in EBITDA mainly attributable to gain from bargain purchase from the Loterios acquisition
• ⌐ Improved Adjusted EBITDA due to successful execution of restructuring measures at Donges Group and Gemini; Balcke-Dürr negatively impacted by less activity in Q1 2020

mEUR	Q1 2020	Q1 20191)
Revenues	105.9	90.5
Cost of material	-71.1	-61.7
Personnel expenses	-29.0	-27.0
Other expenses	-12.5	-12.4
EBITDA	2.0	-3.4
Adjusted EBITDA	-4.2	-6.9

¹⁶ 1) Including La Meusienne and Norsilk

Segment financials (2/2)

Goods & Services

• ⌐ Increase in revenues due to acquisition of new platform investments (TréfilUnion, keeeper Group and BEXity)
• ⌐ EBITDA benefits from bargain purchase income for the add -on to keeeper Group
• ⌐ Decline in Adjusted EBITDA due to (business model driven) negative contributions of new platform investments
• ⌐ Development of keeeper Group, which achieved important milestones, very favorable; integration of add -on acquisition (keeeper Tableware) started

mEUR	Q1 2020	Q1 2019
Revenues	84.9	8.0
Cost of material	-51.2	-5.5
Personnel expenses	-16.4	-2.9
Other expenses	-18.6	-1.7
EBITDA	2.6	-1.2
Adjusted EBITDA	-2.6	-1.2

Lifecycle Status

Well diversified portfolio along the lifecycle

4 Outlook

We will continue our path for sustainable growth…

…and to increase the attractiveness of the Mutares share for investors

4 Outlook

Capital Markets Day

Questions & Answers

Contact Investor Relations

Upcoming dates

Mutares SE & Co. KGaA Arnulfstraße 19 80335 Munich +49 89 9292 7760 ir@mutares.de www.mutares.com

Annual General Meeting, Munich/Digital, 18 May 2020 Publication of Q2 information, Investor Call, 11 August 2020 Capital Markets Day, Frankfurt/M./Digital, 20 October 2020 Publication of Q3 information, Investor Call, 10 Nov. 2020 Deutsches Eigenkapital Forum, Frankfurt/M., 16-18 Nov. 2020