Ad-hoc: Mutares AG subsidiary STS Group AG plans IPO on June 1, 2018

Disclosure of an inside information according to Article 17 MAR

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Mutares AG (ISIN: DE000A0SMSH2) plans to have its subsidiary STS Group AG listed on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on June 1, 2018.

The offer consists of 1,000,000 new shares from a capital increase of the STS Group and a placement of up to 1,000,000 shares of the former sole shareholder, Mutares AG. In addition, there is an over-allotment option of 300,000 shares from the portfolio of Mutares AG. The share capital of the STS Group will increase to up to 6,000,000 no-par value shares after implementation of the transaction. The Management Board of Mutares AG today approved the price range for the planned IPO of the subsidiary STS Group AG. The price range for the offered shares was set at EUR 26 to EUR 32 per share. The final offer price and placement volume will be determined as part of a bookbuilding process. The final offer price is expected to be published on May 29, 2018. If the over-allotment option is exercised in full, a free float of around 38% of the share capital is expected. Mutares AG will remain the majority shareholder (62%) of STS Group even after the IPO. STS Group AG and Mutares AG are subject to a lock-up period of 12 months from the date of initial listing.

The offer period during which purchase offers for the offered shares may be submitted by institutional investors is to begin on May 15, 2018 and end on, presumably, May 29 at 14:00 Central European Summer Time, and the period during which private investors can submit purchase offers via the subscription functionality of the Frankfurt Stock Exchange is to begin on 16 May 2018 and end on, presumably, 29 May at 12:00 noon Central European Summer Time.

The gross issue proceeds of EUR 26 to 32 million expected for STS Group AG from the IPO are to serve primarily as financing for its further expansion into China and North America. In addition, further investments should be made in the increasing expansion of its production to Eastern Europe. Plans to use the fresh capital also include expanding automatization and focusing on technological trends such as autonomous driving and e-mobility.

For further details on the planned IPO, please refer to the securities prospectus, which has been approved by the German Federal Financial Supervisory Authority today and which is available after its publication on the website of STS Group AG in the Investor Relations section of www.sts.group

Hauck & Aufhäuser Privatbankiers Aktiengesellschaft acts as sole global coordinator and joint bookrunner. MAINFIRST BANK AG acts as Joint Bookrunner.

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Disclaimer
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of STS Group AG (the “Company”) in the United States, Australia, Canada or any other jurisdiction in which such offer or solicitation is unlawful. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. There will be no public offering of the securities in the United States. Any sale in the United States of the Securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A or another exemption under the Securities Act.

This publication constitutes neither an offer to sell nor a solicitation to buy securities of STS Group AG. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of STS Group AG should only be made on the basis of the securities prospectus.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) through (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In connection with the placement of the offer shares Hauck & Aufhäuser Privatbankiers Aktiengesellschaft will act as the stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, and acting in accordance with legal requirements (Article 5 para. 4 and 5 of the Market Abuse Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052), make over-allotments and take stabilization measures to support the market price of the Company’s shares and thereby counteract any selling pressure.

The Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of the Company is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the “Stabilization Period”). Stabilization transactions aim at supporting the market price of the Company’s shares during the Stabilization Period. These measures may result in the market price of the Company’s shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.

Company profile of Mutares AG

Mutares AG, Munich (www.mutares.de), acquires medium-sized companies and parts of groups that are being sold during a repositioning and show a clear potential for operational improvement. Mutares actively supports and develops its portfolio companies with own investment and expert teams as well as through acquisitions of strategic add-ons. The aim is to achieve a significant increase in value focusing on sustainable growth of the portfolio company. Mutares AG shares are traded on the Frankfurt Stock Exchange under the symbol “MUX” (ISIN: DE000A2NB650).