Brockhaus Technologies AG

Investor Presentation • May 17, 2022

Elevating Champions

QUARTERLY STATEMENT Q1 2022 INVESTOR UPDATE CALL

May 17, 2022

Disclaimer – Important information for recipients

This document is being presented solely for informational purposes and should not be treated as giving investment advice and does not constitute or form part of, and should not be construed as, an offer to buy or subscribe, nor an invitation to submit an offer to buy or subscribe any of Brockhaus Technologies AG's ("BKHT") securities. It is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation. All and any evaluations or assessments stated herein represent our personal opinions. We advise you that some of the information is based on statements by third persons, and that no representation or warranty, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of this information or opinions contained herein.

This presentation contains certain forward-looking statements relating to the business, financial performance and results of BKHT and its (future) subsidiaries (collectively the "Brockhaus Technologies") and/ or the industries in which Brockhaus Technologies operates. Forward looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this presentation, including potential transactions, assumptions, opinions and views of Brockhaus Technologies or cited from third party sources, are solely opinions and forecasts which are uncertain and subject to risks. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in general economic conditions, in particular economic conditions in the markets in which Brockhaus Technologies operates, changes affecting interest rate levels, changes in competition levels, changes in laws and regulations, environmental damages, the potential impact of legal proceedings and actions and Brockhaus Technologies' ability to achieve synergies from acquisitions. In general, the potential impact of the Russian war of aggression on Ukraine and COVID-19 on Brockhaus Technologies business is uncertain and will, among others, depend on the further development of the war and the pandemic and other developments worldwide such as energy sanctions or the (re-)implementation and duration of national and regional lock-down measures or the development of leading international economies in light of the pandemic. Brockhaus Technologies does not guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update the statements in this presentation to reflect subsequent events. The forward-looking statements in this presentation are made only as of the date hereof. Neither the delivery of this presentation nor any further discussions of Brockhaus Technologies with any of the recipients thereof shall, under any circumstances, create any implication that there has been no change in the affairs of Brockhaus Technologies since such date. Consequently, Brockhaus Technologies does not undertake any obligation to review, update or confirm recipients' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation.

For information on performance indicators, please refer to Note 7 of BKHT's consolidated financial statements for 2021.

Neither Brockhaus Technologies, nor any of its respective board members, directors, officers, employees, affiliates, agents or advisers nor any other person shall assume any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or the statements contained herein as to unverified third person statements, any statements of future expectations and other forward-looking statements, or the fairness, accuracy, completeness or correctness of statements contained herein, or otherwise arising in connection with this presentation.

This presentation is made available on the express understanding that it does not contain all information that may be required to evaluate the purchase of or investment in any securities of BKHT. This presentation is accordingly not intended to form the basis of any investment decision and does not constitute or contain (express or implied) any recommendation to do so.

Summary Q1 2022

Key highlights

Confirmation of FY 2022 guidance with revenue of between €140m - 150m and continued high adj. EBITDA margin of 35%

Integration of Bikeleasing successfully concluded; Q1 performance within expectations

Strong pipeline of potential acquisition targets with 3 promising transactions in early stages of due diligence

Revenue by quarter 2022

Bikeleasing - Operational deep dive

Comparable IFRS revenue figure for Q1 2021 not available; Bikeleasing only accounted according to German GAAP prior to acquisition

of facilitated bikes grew by +65% to ~20.000

of corporate customers increased by +2.600 to now 34.500

Refinancing of bikes through a securitized "Green Bond" in Q1 2022 leading to deferred revenue

Palas - Q1 background

Second strongest Q1 in Palas' corporate history

Comparison distorted by extraordinarily strong Q1 2021 driven by elevated demand for mask test rigs

Despite significantly growing order intake in China, revenue recognition delayed due to ongoing lock-down

Revenue by region

KPIs by segment

Reportable Segments
[€ thousand]	Financial Technologies		Security Technologies		Environmental Technologies		Central Functions and Consolidation		BKHT Group
	Q1 2022	Q1 2021	Q1 2022	Q1 2021	Q1 2022	Q1 2021	Q1 2022	Q1 2021	Q1 2022	Q1 2021
Revenue before PPA	17,457	-	7,245	6,053	4,082	4,778	1	-	28,785	10,831
Revenue Growth			19.7%		-14.6%				165.8%
Gross Profit before PPA	9,165	-	5,707	3,917	3,186	3,897	46	-	18,104	7,814
Gross Profit Margin	52.5%		78.8%	64.7%	78.1%	81.6%			62.9%	72.1%
Adjusted EBITDA	5,871	-	2,081	696	939	1,599	(1,308)	(1,493)	7,582	803
Adjusted EBITDA Margin	33.6%		28.7%	11.5%	23.0%	33.5%			26.3%	7.4%

Total cash and cash equivalents of €26.2 million as per end of March 2022

M&A activity: Selected deal flow

DIGITAL PLATFORM

ENVIRONMENTAL TECHNOLOGY

EBITDA margin: ~40% Source: M&A process

EBITDA margin: ~40% Source: Proprietary

COATING TECHNOLOGY

EBITDA margin: ~25% Source: M&A process

Forecast Revenue FY 2022 confirmed

(2021: €127m | +11-19%)

Adj. EBITDA margin

(2021: 38%)

Please refer to the section Expected Developments of the Group Management Report, disclosed in our Annual Report 2021

corresponding Adj. EBITDA

(2021: €48m | +2-10%)

Happy to answer your questions

Q&A

But first, a brief refresher on finance leases…

• When leasing out a bike, we buy it from the retailer and give it to a lessor to use – in return, we get a monthly lease rate
• IFRS however, sees the economic essence of such a deal as us giving the bike user a loan and he goes out and buys himself a bike
• As a consequence, there are no bikes on our balance sheet, but lease receivables (financial asset)
• The future cash flows that we receive in the form of lease rates (and the residual value at the end of the lease term) therefore must be seen as part payment of principal and part interest income on the bike user's loan
• To determine the figures, we apply the effective interest method
• Starting point is the bike's purchase price (initial book value of the lease receivable)
• Internal rate of return is calculated based on future cash flows vs. the initial cost
• Incoming rates are accounted for like loan annuities
• Over the lease term, we receive principal repayments in the amount of the bike's purchase price – the rest is interest income

When IFRS 3 (business combinations) comes into play…

• When acquiring a company in an M&A transaction, IFRS 3 requires the buyer to revalue all assets and liabilities of the target at the point of time when control is obtained
• This so-called purchase price allocation (PPA) mostly results in a value stepup (market value is greater than book value in the target's balance sheet)
• Usually, this relates to intangible assets (customer base, trademarks etc.) and therefore, PPA mostly leads to increased amortization expenses in the consolidated accounts
• When we acquired Bikeleasing, substantial leasing receivables had to be revalued. The IRRs of Bikeleasing's contracts in general is clearly higher than any market rates that come into play when revaluing future cash flows
• Therefore, discounting future cash flows at a lower rate, leads to a higher revalued leasing receivables in our consolidated accounts, compared to their acquisition cost
• The amount of future cashflows however, remains untouched by this
• When applying the effective interest method now, those future cashflows must be allocated more to principal repayments and less to interest income
• As a result, earnings are reduced (P&L effect)
• This accounting effect in our consolidated is not cash-effective. Just like PPA amortization, the value step-up decreases earnings only due to M&A accounting
• Since this has nothing to do with Bikeleasing's value creation, we adjust for that effect Cost of

When leasing receivables are forfaited (sold-off)…

• In order to optimize financing and to keep the balance sheet as lean as possible, Bikeleasing seeks to sell-off most leasing receivables
• Buyers can be banks, insurance companies, institutional investors etc.
• When a leasing receivable is sold in a way that essentially all risks and rewards are transferred to an external party, the receivable is derecognized from the balance sheet
• The delta between the sales price and the cost of acquisition is profit, which we show in our P&L as revenue
• The sale occurs at an amount lower than the total of future cash flows from the receivable. This discount is the profit margin of the investor who buys the leasing receivable

When leasing receivables are forfaited (sold-off)…

• In this situation too, the remeasurement of the lease receivable has an earnings-decreasing impact in the consolidated accounts
• Since this effect is not cash-effective either, we adjust for it in order to present Bikeleasing's value creation without distorting effects from M&A accounting

BROCKHAUS TECHNOLOGIES AG

Thurn-und-Taxis-Platz 6 60313 Frankfurt am Main, Germany

Phone: +49 69 20 43 40 90 Fax: +49 69 20 43 40 971 E-Mail: ir@brockhaus-technologies.com Web: www.brockhaus-technologies.com

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Executive Board: Marco Brockhaus (Chair), Dr. Marcel Wilhelm Chair of the Supervisory Board: Dr. Othmar Belker Registry Court: Frankfurt am Main Local Court Register Number: HRB 109637