Mutares : AGM Invitation (virtual) Mutares SE & Co. KGaA 2024

- CONVENIENCE TRANSLATION ONLY -

Mutares SE & Co. KGaA, Munich

GSIN: A2NB65

ISIN: DE000A2NB650

Invitation to the Annual General Meeting

(Virtual Annual General Meeting)

We hereby invite our shareholders to the Annual General Meeting to be held on

Tuesday, June 4, 2024, 11:00 AM (CEST),

of Mutares SE & Co. KGaA (hereinafter also the "Company"). In accordance with Section 21 (5) of the Company's Articles of Association, the Annual General Meeting will be held in the form of a Virtual Annual General Meeting pursuant to Section 118a of the German Stock Corporation Act (AktG) without the shareholders or their proxies being physically present (with the exception of the proxies appointed by the Company). The venue of the Annual General Meeting as defined by the German Stock Corporation Act is Design Offices Munich Campus Königsplatz, Brienner Str. 45 a-d, 80333 Munich.

Properly registered shareholders and their proxies can watch the broadcast of the Annual General Meeting live in picture and sound in the password-protected Internet service for the Annual General Meeting on the Company's website at

https://ir.mutares.de/en/event/annual-general-meeting-2024/

and exercise their rights there by means of electronic communication. The physical presence of shareholders and their proxies (with the exception of proxies appointed by the Company) at the venue of the Annual General Meeting is excluded. More detailed explanations on this can be found following the agenda under section III. All members of the Management Board of the General Partner, the Supervisory Board and the Shareholder Committee intend to attend the Annual General Meeting for its entire duration.

1. Agenda

1. Presentation of the Annual Financial Statements of Mutares SE & Co. KGaA as of December 31, 2023, approved by the Supervisory Board, the Consoli- dated Financial Statements of Mutares SE & Co. KGaA as of December 31, 2023, approved by the Supervisory Board, the Combined Management and Group Management Report for financial year 2023, the explanatory report of the General Partner on the disclosures pursuant to Sections 289a, 315a of the German Commercial Code (HGB), and the report of the Supervisory Board of Mutares SE & Co. KGaA for financial year 2023; the resolution on the adoption of the Annual Financial Statements of Mutares SE & Co. KGaA as of December 31, 2023.

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The Supervisory Board has approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the General Partner in accordance with Section 171 of the German Stock Corporation Act (AktG). In accordance with Art. 286 (1) AktG, Art. 26 (4) of the Company's Articles of Association, the Annual Financial Statements are adopted by the Annual General Meeting. For the other documents mentioned under this agenda item, the law generally provides only for information to be provided to the shareholders, but not for a resolution to be passed by the Annual General Meeting.

The aforementioned documents and the proposal on the appropriation of net income are available on the Company's website at

https://ir.mutares.de/en/event/annual-general-meeting-2024/

from the time of convening. Furthermore, the aforementioned documents will be available and explained in more detail at the Annual General Meeting.

The General Partner, the Shareholder Committee and the Supervisory Board propose to adopt the Annual Financial Statements of Mutares SE & Co. KGaA for financial year 2023 as presented, which show a net retained profit of EUR 184,192,268.13.

2. Resolution on the appropriation of net income for financial year 2023

The General Partner, the Shareholder Committee and the Supervisory Board pro- pose to use the net retained profit of Mutares SE & Co. KGaA for financial year 2023 in the amount of EUR 184,192,268.13 to distribute a dividend in the amount of EUR 2.25 per no-par value share entitled to a dividend and otherwise to carry it forward to new account.

With 21,058,756 no-par value shares entitled to a dividend at the time of convening the Annual General Meeting, the total dividend distribution thus amounts to EUR 47,382,201.00.

This results in the following appropriation of the net retained profit:

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Should the number of no-par value shares entitled to a dividend for financial year 2023 change by the time of the Annual General Meeting, a correspondingly adjusted proposal for a resolution will be put to the vote at the Annual General Meeting, which will continue to propose a dividend of EUR 2.25 per no-par value share carrying dividend rights and a correspondingly adjusted amount for the total dividend payout and the profit carried forward.

In accordance with Art. 58 (4) sentence 2 of the German Stock Corporation Act (AktG), the dividend is due on June 7, 2024.

1. Resolution on the approval of the acts of the General Partner Mutares Man- agement SE for financial year 2023
   The General Partner, the Shareholder Committee and the Supervisory Board pro- pose that formal approval be given to the actions of the General Partner of the Com- pany for financial year 2023.
2. Resolution on the approval of the acts of the members of the Supervisory Board for financial year 2023
   The General Partner, the Shareholder Committee and the Supervisory Board pro- pose that the acts of the members of the Supervisory Board of the Company in fi- nancial year 2023 be ratified for this period.
3. Resolution on the approval of the acts of the members of the Shareholder Committee for financial year 2023
   The General Partner, the Shareholder Committee and the Supervisory Board pro- pose that the actions of the members of the Company's Shareholder Committee in financial year 2023 be approved for this period.
4. Resolution on the appointment of the auditor and Group auditor, the auditor for any review of the Condensed Financial Statements and the interim Man- agement Report and for any review of additional interim financial information
   6.1 The Supervisory Board proposes, upon recommendation of its Audit Commit- tee, that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Rosenheimer Platz

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4, 81669 Munich, be appointed auditor of the Annual and Consolidated Financial Statements for financial year 2024.

1. The Supervisory Board proposes, on the recommendation of its Audit Com- mittee, that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Rosenheimer Platz 4, 81669 Munich, Germany, be appointed auditor for any possible review of additional financial information (Sec. 115 (7) WpHG) in financial year 2024.
2. The Supervisory Board proposes, on the recommendation of its Audit Com- mittee, that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Rosenheimer Platz 4, 81669 Munich, Germany, be appointed auditor for a possible review of additional interim financial information (Sec. 115 (7) WpHG) in financial year 2025 before the next Annual General Meeting.

It is intended that agenda items 6.1, 6.2 and 6.3 be voted on individually.

The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no selection limiting clause within the meaning of Article 16 (6) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014, on specific requirements for the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC (EU Statutory Audit Regulation) has been imposed on it.

7. Resolution on the appointment of the auditor of the Sustainability Report for financial year 2024 for the Company and the Group

In the event that the Company also has to prepare a Sustainability Report for the Company and/or the Group for financial year 2024 that is subject to an external audit, the auditor of the Sustainability Report for the Company and/or the Group for finan- cial year 2024 is to be appointed. According to Directive (EU) 2022/2464 of the Eu- ropean Parliament and of the Council of December 14, 2022, amending Regulation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU with regard to sustainability reporting by companies ("CSRD"), which came into force on

January 5, 2023, large capital market-oriented companies with more than 500 em- ployees must already prepare their sustainability report for financial years beginning on or after January 1, 2024, must add a (Group) Sustainability Report to their (Group) Management Report, which must be audited by the auditor or - at the option of the respective member state - another (statutory) auditor or an independent provider of assurance services. The EU member states must transpose the CSRD into national law by July 6, 2024. Accordingly, it is expected that the German legislator will pass a law to transpose the CSRD into national law ("CSRD Implementation Act") and that the CSRD Implementation Act will come into force later this year. The draft bill for the CSRD Implementation Act was published by the Federal Ministry of Justice on March 22, 2024. It can be assumed that when the CSRD Implementation Act comes into force, the Company will be obliged to prepare and have audited a Sus- tainability Report for the Company and/or the Group for the first time for financial year 2024. The draft bill of the CSRD Implementation Act contains a transitional provision according to which the auditor of the sustainability report relating to a

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financial year beginning before January 1, 2025, is deemed to be the auditor appointed to audit the Annual Financial Statements if the auditor of the Annual Financial Statements was appointed before the CSRD Implementation Act came into force and no auditor of the Sustainability Report has been appointed. If the CSRD Implementation Act comes into force before the Annual General Meeting of the Company, the Annual General Meeting must then appoint the auditor of the Sustainability Re- port.

The Supervisory Board proposes, upon recommendation of its Audit Committee, that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Rosenheimer Platz 4, 81669 Mu- nich, be appointed auditor of the Annual and Consolidated Financial Statements for financial year 2024. The appointment is subject to the condition precedent that the Company is obliged, with effect from the entry into force of the CSRD Implementation Act, to prepare an externally audited Sustainability Report for the Company and/or the Group for financial year 2024 and that an auditor can be appointed by the Annual General Meeting to audit this Sustainability Report.

The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no selection limiting clause within the meaning of Article 16 (6) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014, on specific requirements for the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC (EU Statutory Audit Regulation) has been imposed on it.

8. Resolution on the approval of the Remuneration Report for financial year 2023

Pursuant to Section 162 AktG, the General Partner and the Supervisory Board shall prepare a Remuneration Report and submit it to the Annual General Meeting for approval pursuant to Section 120a (4) AktG. In view of the special corporate body structure of Mutares SE & Co. KGaA, the Remuneration Report of the Company for financial year 2023 presents the remuneration granted to or owed to the General Partner, the current and former members of the Management Board and the Super- visory Board of the General Partner, and the current and former members of the Supervisory Board of the Company in financial year 2023.

In accordance with Section 162 (3) of the German Stock Corporation Act (AktG), the Remuneration Report was examined by the auditor to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) of the German Stock Cor- poration Act (AktG) had been made. In addition to the statutory requirements, the auditor also examined the content of the report. The Remuneration Report is accom- panied by a corresponding auditor's report.

The Remuneration Report together with the auditors' report is included as an attach- ment to this agenda item 8 under section II.1 of this invitation. In addition, from the time of convening the Annual General Meeting, the Remuneration Report will be made available on the Internet at

https://ir.mutares.de/en/event/annual-general-meeting-2024/.

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Furthermore, the Remuneration Report will be available at the Annual General Meet- ing.

The General Partner, the Shareholder Committee and the Supervisory Board of the Company propose that the Remuneration Report for financial year 2023, prepared and audited in accordance with Section 162 AktG, be approved.

9. Resolution on the election of new members of the Supervisory Board

The terms of office of the current members of the Supervisory Board end at the end of the Annual General Meeting on June 4, 2024. All members of the Supervisory Board must therefore be newly elected by the Annual General Meeting.

In accordance with Section 278 para. 3 AktG in conjunction with Sections 95 sen- tence 2, 96 para. 1 last variant, 101 para. 1 sentence 1 AktG in conjunction with

Section 8 para. 1 of the Company's Articles of Association, the Supervisory Board is composed of four (4) members to be elected by the Annual General Meeting.

The Supervisory Board proposes that the following persons be elected individually to the Company's Supervisory Board:

1. Volker Rofalski, Managing Partner of Only Natural Munich GmbH, Munich, resident of Munich, Germany;
2. Dr. Lothar Koniarski, Managing Director of ELBER GmbH, Regensburg, res- ident of Haar, Germany;
3. Dr. Axel Müller, independent management consultant, resident of Lahnstein, Germany; and
4. Raffaela Rein, Managing Director of WildWildVentures GmbH, Berlin, resident of Munich, Germany.

The appointment shall take effect from the end of the Annual General Meeting on June 4, 2024, and shall be made in accordance with Section 8 (2) of the Company's Articles of Association in conjunction with Section 278 (3) AktG in conjunction with Section 102 (1) AktG for a term of office until the end of the Annual General Meeting that resolves on the discharge for financial year 2027.

The election proposals take into account the objectives resolved by the Supervisory Board for its composition and are aimed at fulfilling the profile of skills and expertise drawn up by the Supervisory Board for the entire Board. The competence profile and list of objectives of the Supervisory Board and the status of their implementation are published in the Declaration on Corporate Governance pursuant to Sections 289f, 315d HGB, which is part of the documents presented or made available under agenda item 1.

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The candidates proposed for election have each given an assurance that they can devote the expected amount of time required for their work on the Company's Supervisory Board.

Volker Rofalski, Dr. Lothar Koniarski and Dr. Axel Müller in particular have the accounting expertise required for at least one member of the Supervisory Board pursuant to Section 100 (5) AktG. In particular, Dr. Lothar Koniarski and Dr. Axel Müller, who is currently Chairman of the Audit Committee, have the expertise in the field of auditing required by Section 100 (5) AktG for at least one other member of the Supervisory Board.

The Supervisory Board is convinced that the members of the Supervisory Board as a whole will continue to be familiar with the industry in which the Company operates within the meaning of Section 100 (5) last half-sentence AktG.

It is intended that Volker Rofalski will stand for re-election as Chairman of the Supervisory Board if he is re-elected by the Annual General Meeting.

Further information on the candidates proposed for election, in each case including a curriculum vitae providing information on relevant knowledge, skills and professional experience as well as information on memberships in statutory supervisory boards and comparable domestic and foreign supervisory bodies of commercial enterprises (Section 125 (1) sentence 5 AktG) in accordance with recommendations C.13 and C.14 of the German Corporate Governance Code (GCGC), is listed after the agenda in section II.2 of this invitation to the Annual General Meeting. This registration form is also available on the Company's website at

https://ir.mutares.de/en/event/annual-general-meeting-2024/.

10. Resolution on the election of the members of the Shareholder Committee

The terms of office of the current members of the Shareholder Committee end at the end of the Annual General Meeting on June 4, 2024. All members of the Shareholder Committee must therefore be newly elected by the Annual General Meeting.

In accordance with Section 14 (1) of the Company's Articles of Association, the

Shareholder Committee is made up of four (4) members to be elected by the Annual General Meeting.

The Shareholder Committee and the Supervisory Board propose that the following persons be elected individually to the Shareholder Committee of the company:

1. Volker Rofalski, Managing Partner of Only Natural Munich GmbH, Munich, resident of Munich, Germany;
2. Dr. Lothar Koniarski, Managing Director of ELBER GmbH, Regensburg, res- ident of Haar, Germany;

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1. Dr. Axel Müller, independent management consultant, resident of Lahnstein, Germany; and
2. Raffaela Rein, Managing Director of WildWildVentures GmbH, Berlin, resident of Munich, Germany.

The appointment takes effect from the end of the Annual General Meeting on June 4, 2024, and is made in accordance with Section 14 (2) of the Company's Articles of Association for a term of office until the end of the Annual General Meeting that resolves on the discharge for financial year 2027.

The candidates proposed for election have given an assurance that they are each able to devote the expected amount of time required to serve on the Company's Shareholder Committee.

Further information on the candidates proposed for election, in each case including a curriculum vitae providing information on relevant knowledge, skills and professional experience as well as information on memberships in statutory supervisory boards and comparable domestic and foreign supervisory bodies of commercial enterprises (Section 125 (1) sentence 5 AktG) in accordance with recommendations C.13 and C.14 of the German Corporate Governance Code (GCGC), is listed after the agenda in section II.2 of this invitation to the Annual General Meeting. This registration form is also available on the Company's website at

https://ir.mutares.de/en/event/annual-general-meeting-2024/.

11. Resolution on the granting of a new authorization to issue convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of these instruments) with the possibility of excluding subscrip- tion rights, the cancellation of Conditional Capital 2019/I, the creation of Con- ditional Capital 2024/I and the corresponding amendment to the Articles of Association

By resolution of the Annual General Meeting on May 23, 2019, under agenda item 7, the General Partner was authorized, with the approval of the Supervisory Board, to issue bearer or registered convertible bonds, bonds with warrants, profit partici- pation rights and/or participating bonds (or combinations of these instruments) with or without a limited term in a total nominal amount of up to EUR 60,000,000.00 on one or more occasions by May 22, 2024.

The authorization has not been used and will not be used before it expires, which means that the corresponding Conditional Capital 2019/I specified in Section 4 (6) of the Company's Articles of Association is no longer required.

In order to give the Company the necessary flexibility for company financing in the future, a new authorization to issue convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of these instruments) is to be created.

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Against this backdrop, the current Conditional Capital 2019/I is to be canceled, new Conditional Capital 2024/I is to be created and Section 4 (6) of the Company's Articles of Association is to be amended accordingly.

In connection with the authorization to issue convertible bonds, bonds with warrants, profit participation rights and/or income bonds (or combinations of these instru- ments), the General Partner shall submit a written report in accordance with Section 278 para. 3 AktG in conjunction with Section 221 para. 4 sentence 2 AktG in conjunction with Section 186 para. 4 sentence 2 AktG on the reasons for the authorization to exclude shareholders' subscription rights when issuing convertible bonds, bonds with warrants, profit participation rights and/or income bonds (or combinations of these instruments). This report of the General Partner is available on the Com- pany's website at https://ir.mutares.de/en/event/annual-general-meeting-2024/from the time of convening and also during the Annual General Meeting.

The General Partner, the Shareholder Committee and the Supervisory Board propose to adopt the following resolution:

1. Authorization to issue convertible bonds, bonds with warrants, profit participa- tion rights and/or participating bonds (or combinations of these instruments) and to exclude subscription rights

1. Authorization period, total nominal amount, upper limit of shares to be issued

The General Partner is authorized, with the approval of the Supervisory Board, to issue bearer or registered convertible bonds, bonds with war- rants, profit participation rights and/or income bonds (or combinations of these instruments) (hereinafter collectively referred to as "bonds") on one or more occasions by June 3, 2029, in a total nominal amount of up to EUR 135,000. 000.00 with or without a limited term and to grant the creditors or holders of bonds conversion or option rights to registered shares of the Company ("Mutares Shares") with a proportionate amount of the share capital of up to EUR 2,105,875.00 in accordance with the respective terms and conditions of the bonds (hereinafter referred to as the "bond conditions"). The respective bond conditions may also provide for mandatory conversions at the end of the term or at other times, including the obligation to exercise the conversion or option right. The bonds may be issued against cash and/or non-cash contributions.

The bonds may also be issued in the legal currency of an OECD country in addition to euros - limited to the corresponding euro equivalent of the aforementioned permissible total nominal amount. To determine the permissible total nominal amount, the nominal amount of the bonds must be converted into euros on the date of the decision to issue them.

The bonds may also be issued by companies that are dependent on the Company or in which the Company holds a direct or indirect majority

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interest; in this case, the General Partner is authorized, with the consent of the Supervisory Board, to assume the necessary guarantees for the bonds on behalf of the dependent or majority-owned company and to grant the creditors of such bonds conversion or option rights to Mutares shares and to make other declarations and take other actions necessary for a successful issue. When the bonds are issued, they can or will generally be divided into bonds with equal rights.

1. Granting of subscription rights, exclusion of subscription rights

The shareholders must generally be granted subscription rights to the bonds. The bonds may also be acquired by a credit institution, a securities institution or a company operating in accordance with Section 53 para. 1 sentence 1 or Section 53b para. 1 sentence 1 or para. 7 of the German Banking Act (financial institution) or a syndicate of such credit or financial institutions with the obligation to offer them indirectly for subscription to shareholders within the meaning of Section 186 para. 5 AktG (indirect subscription right).

However, the General Partner is authorized to exclude shareholders' subscription rights to the bonds with the approval of the Supervisory Board in the following cases,

1. to exclude fractional amounts from the subscription right,
2. to the extent necessary to grant subscription rights to holders or creditors of bonds that have already been or will be issued by the company or a dependent or directly or indirectly majority-owned company to the extent to which they would be entitled as share- holders after exercising their option or conversion rights or after fulfilling their conversion or option obligations;
3. insofar as the bonds with conversion or option rights or conversion or option obligations are issued against cash payment and the is- sue price is not significantly lower than the theoretical value deter- mined in accordance with recognized, in particular financial math- ematical methods within the meaning of Sections 221 para. 4 sen- tence 2, 186 para. 3 sentence 4 AktG. However, this authorization to exclude subscription rights only applies to bonds with rights to shares that do not account for more than 10% of the share capital, either at the time this authorization comes into effect or at the time it is exercised. This limit of 10% of the share capital includes the proportionate amount of the share capital attributable to shares (i) that are sold during the term of this authorization on the basis of an authorization to sell treasury shares pursuant to Section 278 para. 3 AktG in conjunction with Section 71 para. 1 no. 8 sentence 5 clause 2 AktG in conjunction with Section 186 para. 3 sentence 4 AktG with the exclusion of shareholders' subscription rights, (ii)

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