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MBB SE Interim / Quarterly Report 2017

May 31, 2017

279_10-q_2017-05-31_c9136f05-e0bc-4b53-8e14-c84c59fca2cb.pdf

Interim / Quarterly Report

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QUARTERLY FINANCIAL REPORT MARCH 31, 2017

MBB SE, Berlin

MBB in figures

Three months 2017 2016 Δ 2017 /
(unaudited) 2016
IFRS IFRS
Earnings figures €k €k %
Revenue 98,110 78,216 25.4
Operating performance 96,466 78,926 22.2
Total performance 97,750 79,453 23.0
Cost of materials -62,594 -49,956 25.3
Staff costs -20,058 -17,382 15.4
EBITDA 10,776 7,806 38.0
EBITDA margin 11.2% 9.9%
EBIT 8,446 5,793 45.8
EBIT margin 8.8% 7.3%
EBT 8,112 5,603 44.8
EBT margin 8.4% 7.1%
Consolidated net profit after
non-controlling interests 5,051 3,689 36.9
Number of outstanding shares 6,587 6,587
eps in €* 0.77 0.56 37.5
Figures from the statement 31 Mar 31 Dec
of financial position €k €k %
Non-current assets 122,901 112,267 9.5
Current assets 371,345 154,206 140.8
thereof cash and equivalents** 271,950 77,449 251.1
Issued capital (share capital) 6,587 6,587 0.0
Other equity 294,804 91,812 221.1
Total equity 301,391 98,399 206.3
Equity ratio 61.0% 36.9%
Non-current liabilities 69,938 69,889 0.1
Current liabilities 122,917 98,185 25.2
Total assets 494,246 266,473 85.5
Net debt (-) or
net cash (+)** 213,286 22,157 862.6
Employees 1,565 1,477 6.0

* Based on the average number of shares outstanding.

** This figure includes physical gold stocks and securities.

Contents

MBB in figures 1
Contents 2
Welcome note from the Executive Management 3
Interim Group management report 4
Business and economic conditions 4
Results of operations, financial position and net assets 4
Segment performance 4
Employees 5
Remuneration report 5
Report on risks and opportunities 5
Report on expected developments 5
IFRS interim consolidated financial statements for 2017 6
Notes to the interim consolidated financial statements 12
Accounting 12
Accounting policies 12
Segment reporting 12
IPO of Aumann AG 13
Changes in contingent liabilities 13
Related party transactions 13
Events after the end of the reporting period 13
Review 13
Responsibility statement 14
Financial calendar 15
Contact 15
Legal notice 15

Welcome note from the Executive Management

Dear Shareholders,

The first quarter of 2017 was characterised by the extremely successful IPO of Aumann AG. With an issue price at the upper end of the price range, the offer was several times oversubscribed and the share has performed extraordinarily well since then. MBB benefits from this in two different respects. Firstly, we received net proceeds of more than €200 million, which we intend to use for further growth by acquiring new subsidiaries, as we did in the past 22 years of our company's history. Secondly, the IPO has considerably increased the visibility of Aumann's exceptional development, which will give us an edge over the competition in the growth area of e-mobility. As Aumann's majority shareholder, MBB is continuing to benefit from this growth momentum, as reflected both in Aumann's share price and also in our own share price. The latter broke past the €100 threshold for the first time in May. This makes us extremely proud and we see it as confirmation that we have taken the right path with Aumann.

Furthermore, the continued very positive operating performance of our companies is also very pleasing, as they again showed double-digit percentage organic growth in the first quarter as compared to the previous year. We expect this development to continue and now see our idea of consolidated revenue of €500 million in the year 2020 communicated three years ago, as conservative corporate planning, which is achievable solely through organic growth. Already in the current year, we are aiming to organically grow to more than €390 million revenue. In addition, our other long-term targets for 2020 in relation to consolidated EBITDA and the dividend policy are also supported. With more than 11% our EBITDA margin is currently well above the 10% target and at the Annual General Meeting in Berlin on 28 June we intend not only to increase the dividend again, but also to pay out a one-off double dividend due to the Aumann IPO. Furthermore, we are in several talks with potential new acquisitions, which are supported by the positive attention from press on MBB SE, and make us positive to complement our organic growth with acquisitions.

In view of the significant rise in the MBB share's liquidity and the increased free float market capitalization, we also consider promotion to the S-DAX to be realistic. Inclusion in the S-DAX index would help our share gain considerably more attention beyond Germany's borders.

We want to achieve an extraordinary increase in value in the future as well, and hope that you will accompany us on our journey as MBB shareholders.

Yours,

Dr Christof Nesemeier Anton Breitkopf Dr Gerrit Karalus Klaus Seidel Chief Executive Officer Chief Financial Officer Chief Investment Officer Chief Technical Officer

Interim Group management report

MBB SE is a medium-sized, family-owned company that forms the MBB Group together with its subsidiaries.

Business and economic conditions

The first three months of 2017 were characterised by moderate global economic growth. For example, the German economy grew substantially at the beginning of the year and proved to be the economic driver for the whole of the Eurozone with growth of 0.6%. Economic output in the European Union climbed by 0.5% in the first quarter compared to the previous quarter – more than twice as fast as in the USA. Growth in Europe was supported by increasing investments, higher consumer spending and the development of foreign trade. By contrast, the relative weakness of the USA was chiefly due to a decline in domestic demand.

The sub-markets relevant to MBB saw positive development. For example, the automotive industry grew by 7% in Western Europe and 6% in China in the first quarter according to figures from the German Association of the Automotive Industry (VDA). The only exception was the US market, which was down slightly by 1% year-on-year.

All of MBB's subsidiaries continue to have high order backlogs and reported constant order intake.

Regarding the effects of the IPO of Aumann AG we refer to the notes to the interim consolidated financial statements.

Results of operations, financial position and net assets

The Group's results of operations, financial position and net assets continue to be positive. In the first three months of the 2017 financial year, the consolidated revenue of MBB Group was up 25.4% year-onyear at €98.1 million (previous year: €78.2 million).

Other operating income of €1.3 million (previous year: €0.5 million) includes income from currency conversion of €0.4 million, income from sales of securities and other income from securities of €0.2 million, income from own work capitalised of €0.2 thousand and other income of €0.5 million.

The ratio of cost of materials to the total operating performance of €96.4 million in the first three months of 2016 (previous year: €78.9 million) increased from 63.3% in the same period of the previous year to 64.9%.

EBITDA (earnings before interest, taxes, depreciation and amortisation) increased by 38.0% to €10.8 million (previous year: €7.8 million). After depreciation and amortisation expense of €2.3 million, EBIT (earnings before interest and taxes) amounted to €8.4 million (previous year: €5.8 million). Adjusted for net finance costs of minus €0.3 million, EBT (earnings before taxes) amounted to €8.1 million (previous year: €5.6 million). The consolidated net profit after non-controlling interests was €5.1 million (previous year: €3.7 million) or €0.77 per share in the first three months.

The consolidated statement of financial position as at 31 March 2017 reported equity of €301.4 million (31 December 2016: €98.4 million). Based on total consolidated assets of €494.2 million, the equity ratio was 61.0% after 36.9% as at 31 December 2016.

As at 31 March 2017, MBB Group had financial liabilities of €58.7 million (31 December 2016: €55.3 million) and cash and cash equivalents including securities and physical gold reserves of €272.0 million (31 December 2016: €77.4 million). Accordingly, net cash from the above liabilities and cash items of MBB Group amounted to €213.3 million compared to €22.2 million as at 31 December 2016. The successful IPO of Aumann AG made a significant contribution to the increase in equity and liquidity.

Segment performance

The following segments are reported:

  • Technical Applications
  • Industrial Production
  • Trade & Services

Revenue and EBIT in the Technical Applications segment increased substantially. In the first three months of 2017, external revenue in this segment amounted to €64.9 million (previous year: €46.5 million) and segment EBIT amounted to €7.2 million (previous year: €4.0 million).

The Industrial Production segment saw an increase in revenue. In the period from 1 January to 31 March 2017, external revenue in this segment amounted to €23.7 million, after €21.8 million in the same period of 2016. EBIT of €1.4 million also saw a year-on-year increase. In the same period of the previous year, EBIT of €1.0 million was reported.

Revenue in the Trade & Services segment decreased slightly year-on-year to €9.5 million (previous year: €9.9 million). This segment's EBIT grew substantially from €0.4 million in the first quarter of 2016 to €0.6 million.

Employees

The number of people employed by MBB Group increased by 6.0%, from 1,477 as at 31 December 2016 to 1,565 as at 31 March 2017. In addition, MBB Group employed 70 trainees as at 31 March 2017.

Remuneration report

As already mentioned in the annual report 2016, the remuneration system for senior management, introduced by way of resolution of the Supervisory Board on 21 December 2009 and modified by way of resolution on 29 November 2013, as well as the long-term bonus programme, were suspended without payment in the 2016 financial year due to the IPO of Aumann AG. Instead, at its meeting on 28 September 2016, the Board resolved a one-time performance-related bonus programme depending on the IPO of Aumann AG. On the basis of this programme bonuses for Executive Management were paid out in the past quarter. The corresponding payments were recognised directly in equity in accordance with IFRS and are described in the notes to the Aumann IPO below.

Report on risks and opportunities

The risks and opportunities for the business development of MBB Group are described in the Group management report for the 2016 financial year, which is available on our website. There have been no significant changes in the risks and opportunities presented since 31 December 2016. The risk management system of MBB SE is appropriate for detecting risks at an early stage and taking immediate countermeasures.

Principal risks which our largest subsidiary Aumann is subject to, are described in detail in the prospectus as of 10 March 2017 which is available at www.aumann-ag.com.

Report on expected developments

For the 2017 financial year, the Executive Management is forecasting total revenue of more than €390 million as a result of the current business development and excellent order intake. Despite the disposal of a substantial portion of the interest in Aumann AG, management is planning earnings per share in line with the previous year's level. We already see good conditions for success in the 2017 financial year.

The Executive Management considers the Group's equity and liquidity situation a sound basis for a further positive development in the current market environment, both through organic growth and through the acquisition of new companies, while ensuring that it remains in a position to act at all times and even in the event of new global crises.

Berlin, 31 May 2017

Dr Christof Nesemeier Anton Breitkopf Dr Gerrit Karalus Klaus Seidel Chief Executive Officer Chief Financial Officer Chief Investment Officer Chief Technical Officer

IFRS consolidated statement of comprehensive income 1 Jan - 1 Jan -
(unaudited) 31 Mar 2017 31 Mar 2016
€k €k
Revenue 98,110 78,216
Increase (+) / decrease (-) in finished goods
and work in progress -1,644 710
Operating performance 96,466 78,926
Other operating income 1,284 527
Total performance 97,750 79,453
Cost of raw materials and supplies -49,769 -39,630
Cost of purchased services -12,825 -10,326
Cost of materials -62,594 -49,956
Wages and salaries -15,878 -13,671
Social security
and pension costs -4,180 -3,711
Staff costs -20,058 -17,382
Other operating expenses -4,322 -4,309
Earnings before interest, taxes, depreciation,
and amortisation (EBITDA) 10,776 7,806
Amortisation and depreciation expense -2,330 -2,013
Earnings before interest and taxes (EBIT) 8,446 5,793
Other interest and similar income 149 239
Interest and similar expenses -483 -429
Net finance costs -334 -190
Earnings before taxes (EBT) 8,112 5,603
Income tax expense -2,473 -1,590
Other taxes -51 -71
Profit or loss for the period 5,588 3,942
Non-controlling interests -537 -253
Consolidated net profit 5,051 3,689
Earnings per share (in €) 0.77 0.56

IFRS interim consolidated financial statements for 2017

IFRS consolidated statement of comprehensive income 1 Jan - 1 Jan -
(unaudited) 31 Mar 2017 31 Mar 2016
€k €k
Consolidated net profit 5,051 3,689
Non-controlling interests 537 253
Profit or loss for the period 5,588 3,942
Items that may be subsequently reclassified
to profit and loss
Currency translation differences -34 -43
Available for sale financial assets 1,253 256
Other comprehensive income after taxes 1,219 213
Comprehensive income for the reporting period 6,807 4,155
thereof attributable to:
- Shareholders of the parent company 6,270 3,901
- Non-controlling interests 537 254
Statement of financial position 31 Mar 2017 31 Dec 2016
Assets (IFRS) unaudited audited
€k €k
Non-current assets
Concessions, industrial property rights and similar rights 5,375 4,919
Goodwill 11,874 11,874
Advance payments 0 0
Intangible assets 17,249 16,793
Land and buildings
including buildings on third-party land 34,581 34,555
Technical equipment and machinery 19,325 19,540
Other equipment, operating and office equipment 5,699 5,510
Advance payments and assets under development 9,384 4,806
Property, plant and equipment 68,989 64,411
Investment securities 23,110 21,925
Other loans 902 902
Financial assets 24,012 22,827
Deferred tax assets 12,651 8,236
122,901 112,267
Current assets
Raw materials and supplies 11,002 8,505
Work in progress 3,561 4,078
Finished goods 10,222 11,051
Advance payments 1,949 2,137
Inventories 26,734 25,771
Trade receivables 26,394 25,519
Receivables from construction contracts 61,081 39,660
Other current assets 8,296 7,732
Trade receivables
and other current assets 95,771 72,911
Gold and commodities 1,876 1,946
Securities 7,469 8,679
Available-for-sale financial assets 9,345 10,625
Cash in hand 21 14
Bank balances 239,474 44,885
Cash in hand, bank balances 239,495 44,899
371,345 154,206
Total assets 494,246 266,473
Statement of financial position 31 Mar 2017 31 Dec 2016
Equity and liabilities (IFRS) unaudited audited
€k €k
Equity
Issued capital 6,587 6,587
Capital reserve 179,263 17,480
Legal reserve 61 61
Retained earnings 74,249 67,979
Non-controlling interests 41,231 6,292
301,391 98,399
Non-current liabilities
Liabilities to banks 32,351 32,940
Other interest bearing liabilities 2,460 2,505
Trade payables 165 165
Other liabilities 210 375
Pension provisions 24,352 24,403
Other provisions 5,806 5,838
Deferred tax liabilities 4,594 3,663
69,938 69,889
Current liabilities
Liabilities to banks 22,888 18,904
Other interest bearing liabilities 965 943
Advance payments received 13,060 14,740
Trade payables 30,334 28,352
Other liabilities 10,085 5,895
Provisions with the nature of a liability 30,435 14,539
Tax provisions 2,493 2,851
Other provisions 12,657 11,961
122,917 98,185
Total equity and liabilities 494,246 266,473
Consolidated statement of cash flows 1 Jan - 1 Jan -
(unaudited) 31 Mar 2017 31 Mar 2016
€k €k
1. Cash flow from operating activities
Earnings before interest and taxes (EBIT) 8,446 5,793
Adjustments for non-cash transactions
Write-downs on non-current assets 2,330 2,013
Increase (+) /decrease (-) in provisions 614 8,934
Other non-cash expenses / income -187 0
Gains (+) / Losses (-) from disposal of PPE -10 -36
2,747 10,911
Change in working capital:
Increase (-) / decrease (+) in inventories, trade receivables
and other assets -23,922 -6,994
Decrease (-) / increase (+) in trade payables
and other liabilities 14,235 -882
-9,687 -7,876
Income taxes paid -6,267 -1,574
Interest received 149
-6,118
239
-1,335
Cash flow from operating activities -4,612 7,493
2. Cash flow from investing activities
Investments (-) / divestments (+) intangible assets -598 35
Investments (-) / divestments (+) property, plant and equipment -6,769 -1,800
Investments (-) / divestments (+) financial assets 0 8
Investments (-) / divestments (+) of available-for-sale financial
assets and securities 1,348 1,125
Cash from disposal of assets
Cash flow from investing activities
187
-5,832
0
-632
3. Cash flow from financing activities
Aumann IPO 238,930 0
(less cost)
Payments to Non-Controlling Interests
-36,463
-295
0
-19
Proceeds from borrowing financial loans 4,376 2,530
Repayments of financial loans -981 -2,768
Repayment of financial leasing liabilities -70 0
Interest payments -483 -429
Cash flow from financing activities 205,014 -686
Cash and cash equivalents at end of period
Change in cash and cash equivalents
(Subtotal 1-3) 194,579 6,175
Effects of changes in foreign exchange rates (non-cash) 17 -7
Cash and cash equivalents at start of reporting period 44,899 23,591
Cash and cash equivalents at end of period 239,495 29,759
Composition of cash and cash equivalents
Cash in hand 21 20
Bank balances 239,474 29,739
Reconciliation to liquidity reserve on 31 Mar 2017 2016
Cash and cash equivalents at end of period 239,495 29,759
Gold 1,876 1,810
Securities 30,579 27,706
Liquidity reserve on 31 Mar 271,950 59,275
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Notes to the interim consolidated financial statements

Accounting

The interim financial report of MBB Group for the period 1 January to 31 March 2017 was prepared on the basis of the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as adopted in the EU. It was prepared in accordance with IAS 34.

Accounting policies

The accounting policies adopted are the same as those applied in preparing the consolidated financial statements as at 31 December 2016. The preparation of the financial statements is influenced by accounting policies and assumptions and estimates affecting the amount and reporting of recognised assets, liabilities, contingent liabilities and income and expense items. Matters relating to revenue are deferred intra-year.

Segment reporting

The management of MBB Group classifies the segments as reported in the interim Group management report.

1 Jan - 31 Mar 2017 Technical
Applications
Industrial
Production
Trade &
Services
Recon-
ciliation
Group
(unaudited)
€k €k €k €k €k
Revenue from third parties 64,878 23,728 9,504 0 98,110
Other segments 2 28 216 -246 0
Total revenue 64,880 23,756 9,720 -246 98,110
Earnings (EBIT) 7,195 1,441 564 -754 8,446
Amortisation and depreciation 786 1,051 482 11 2,330
Investments 2,842 3,647 868
Segment assets 116,073 52,813 10,274
Segment liabilities 68,553 14,856 6,168
1 Jan - 31 Mar 2016 Technical
Applications
Industrial
Production
Trade &
Services
Recon-
ciliation
Group
(unaudited) €k €k €k €k €k
Revenue from third parties 46,469 21,834 9,913 0 78,216
Other segments 7 17 65 -89 0
Total revenue 46,476 21,851 9,978 -89 78,216
Earnings (EBIT) 4,005 1,000 441 347 5,793
Amortisation and depreciation 760 918 324 11 2,013
Investments 373 901 491
Segment assets 101,524 9,890 3,735
Segment liabilities 71,083 5,231 593

Segment liabilities do not include any liabilities from taxes, finance lease liabilities, or liabilities to banks.

IPO of Aumann AG

On 24 March 2017, Aumann AG conducted a very successful IPO. In the course of the offering, 1,500,000 new shares have been issued from a capital increase and 4,188,800 shares have been placed from the holdings of MBB.

Aumann AG has generated gross proceeds of €63.0 million from the capital increase and MBB SE has generated gross proceeds of €175.9 million from the secondary placement. Considering costs directly attributable to the IPO in the amount of €36.4 million, net proceeds amount to €202.5 million, of which €155.0 million are attributable to MBB SE and €47.5 million to Aumann AG.

Costs directly attributable to the IPO comprise bank fees in the amount of €9.4 million (thereof €7.0 million MBB SE and €2.4 million Aumann AG), the redemption of a phantom share programme at Aumann AG introduced in 2013 in the amount of €12.5 million (Aumann board members reinvested 50% of their net proceeds in shares of Aumann AG during the IPO), bonuses of the executive management of MBB SE in the amount of €11.0 million (each executive director with €2.75 million), and other costs of €3.5 million (€2.9 million MBB SE and €0.6 million Aumann AG). The aforementioned costs were not fully cash effective as of 31 March 2017. Therefore, short term liabilities, particularly provisions with the nature of liabilities, increased at the balance sheet date.

In accordance with IAS 32.35 any effects from the IPO have been recorded directly in equity. As a result of the IPO, equity increased by €196.2 million and the equity ratio stands at 61.0%. At the same time, the net cash position increased from €22.2 million as of 31 December 2016 to €213.3 million.

MBB has reduced its shareholding in Aumann AG to around 53.6%. Nevertheless, MBB intends to remain the largest shareholder of Aumann AG. Until the end of the first quarter of 2017 the share of noncontrolling interests at Aumann's earnings was calculated with 6.5% in the interim consolidated financial statements of MBB SE. As a result of the secondary placement, a higher share of earnings will be attributable to non-controlling interests in future quarters.

Contrary to the previous estimate published on 4 April 2017, equity attributable to MBB shareholders increased in current status by €161.8 million (estimate: more than €140 million). This corresponds to an increase of €24.56 per share (estimate: more than €21.00).

Changes in contingent liabilities

There were no changes in contingent liabilities as against 31 December 2016.

Related party transactions

Business transactions between fully consolidated Group companies and unconsolidated Group companies are conducted at arm's-length conditions.

Events after the end of the reporting period

There were no significant events after the reporting date.

Review

The condensed interim consolidated financial statements as at 31 March 2017 and the interim Group management report were neither audited in accordance with section 317 of the German Commercial Code (HGB) nor reviewed by an auditor.

Responsibility statement

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the consolidated interim financial statements give a true and fair view of the net assets, financial position and results of operations of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.

Berlin, 31 May 2017

Dr Christof Nesemeier Anton Breitkopf Dr Gerrit Karalus Klaus Seidel

Chief Executive Officer Chief Financial Officer Chief Investment Officer Chief Technical Officer

Financial calendar

Annual General Meeting 2017 28 June 2017, 10:00 a.m. Chamber of Commerce and Industry of Berlin, Ludwig Erhard Haus, Goldberger Saal, Fasanenstrasse 85, 10623 Berlin

Half-Year Financial Report 2017

31 August 2017

Analyst Conference German Equity Forum Frankfurt/Main

27 - 29 November 2017

Quarterly Report Q3 2017

30 November 2017

End of financial year

31 December 2017

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Contact

MBB SE Joachimsthaler Strasse 34 10719 Berlin, Germany Tel.: +49 (0)30 844 15 330 Fax: +49 (0)30 844 15 333 www.mbb.com [email protected]

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