Brockhaus Technologies AG

Investor Presentation • Nov 16, 2021

Elevating Champions

QUARTERLY STATEMENT Q3 2021 INVESTOR UPDATE CALL

November 16, 2021

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 COVID-19 on Brockhaus Technologies business is uncertain and will, among others, depend on the further development of the pandemic and other developments worldwide such as 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.

In preparing this presentation, BKHT has relied upon information made available to it by BLS Bikeleasing-Service GmbH & Co. KG, its affiliates ("collectively "Bikeleasing") and its current direct or indirect shareholders, including information as to the financial and operative performance of Bikeleasing, and BKHT assumes no liability for any such information.

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 9M 2021

Group KPIs

• Revenue of €34.2 million slightly above last year's level (+0.8% compared to 9M 2020)
• Continued strong increase in order intake of +19% compared to the prior-year period order book up +56%
• Adj. EBITDA margin of 14.9% (further recovery in Q3 to 21.7% vs 15.1% in Q2 and 7.4% in Q1 )
  • o Still adverse impact of IHSE top-line and extensive due diligence work (>110 transactions evaluated, 12 due diligences; 1 deal and 1 add-on since IPO)

M&A activity

• Purchase agreement signed for the acquisition of a majority stake in Bikeleasing on 16 June 2021
• Financing contracts signed on 11 November 2021
  • o Closing still subject to successful completion of ownership control procedures by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin)
• IHSE acquiring kvm-tec, a specialist provider of KVM-over-IP solutions based in Austria
  • o First add-on acquisition of a BKHT subsidiary (closing to occur in November 2021)

Organization

• Executive Committee installed with Paul Göhring responsible for Acquisitions and Harald Henning for Finance
• Supporting Staff Positions Human Resources & Recruiting and Marketing implemented and starting December, Investor Relations

Revenue by quarter

Revenue by region

KPIs by segment

	Environmental Technologies		Security Technologies		Central Functions and consolidation		Group
€ thousand	9M 2021	9M 2020	9M 2021	9M 2020	9M 2021	9M 2020	9M 2021	9M 2020
Revenue	13,991	10,174	20,163	23,728	-	(31)	34,154	33,870
Revenue growth	37.5%		(15.0%)				0.8%
Gross profit	11,145	7,808	14,288	17,404	-	-	25,433	25,211
Gross profit margin	79.7%	76.7%	70.9%	73.3%			74.5%	74.4%
Adjusted EBITDA	4,107	2,989	4,983	7,428	(3,995)	(3,463)	5,096	6,954
Adjusted EBITDA margin	29.4%	29.4%	24.7%	31.3%			14.9%	20.5%

Reportable segments

Total cash and cash equivalents of €118.1 million as per end of September 2021

M&A activity

Current status of the transaction

• Purchase agreement for an up to 60% stake¹ in BLS signed on June 16, 2021
• Financing contracts signed on November 11, 2021
• Financing of the purchase price intended by using:
  • o c. € 89 million available cash on BKHT balance sheet
  • o € 13 million worth of BKHT shares (through a capital increase in kind)
  • o € 15 million in a loan on BKHT level
  • o € 20 million through the involvement of a co-investor on acquisition vehicle level
  • o € 65 million in acquisition loans on acquisition vehicle level
• Closing of the transaction still subject to successful completion of ownership control procedures by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin)

Simplified transaction structure

M&A activity

IHSE acquires kvm-tec¹ - The Austria-based KVM-over-IP solutions specialist

Company overview

FY20 Revenue

~30

Employees

• kvm-tec develops and distributes flexible, highsecurity KVM-over-IP solutions (KVMoIP) to extend and switch computer signals
• Founded in 2006
• Headquartered in Tattendorf (Austria)
• Owners-buyout from Family Pfurtscheller
• Management will remain to run the business operationally

Selected products

SMARTline Single Full HD Extender over IP

SMARTflex SV1 Single KVM-over-IP Extender

Masterline MVX1 KVM-over-IP Extender

Revenue by region Revenue by vertical

• Industrial applications
• Broadcasting
• Public sector
• Healthcare
• Utilities
• Air traffic management
• Other

1. Transaction signed; closing expected to occur in Nov 2021. Fixed purchase price has already been paid by IHSE against a full share pledge of all target shares by the seller. Pending conditions to close include (among others) confirmation on repayment of certain loans by the seller, release of liability on certain loans by IHSE and confirmation on continuation of a minor innovation grant by a government agency.

Combined synergies will generate a "Global KVM Powerhouse" to meet all customer demands

• Comprehensive product offering: IHSE is a market leader for high-performance, direct and highly secure proprietary KVM. With the solutions of kvm-tec, a market-ready IP-based product portfolio is added to the IHSE product offering to meet all customer demands irrespective of technology.
  • Meet growing customer demand for IP: KVM solutions over the standard IP protocol are increasingly deployed in industrial applications, broadcasting, post-production and the public sector being the more flexible, lower-cost solution that can be implemented faster.
    • Global sales synergies: Utilizing the existing global IHSE sales structure (with offices in Germany, Asia and the USA) enables kvm-tec's market access to be scaled quickly and therewith leads to accelerated growth with simultaneously low investment requirements.
  • Combined group synergies: In addition to joint sales forces, the management of IHSE and kvm-tec see further synergy potential in purchasing and production.
• Management teams driving growth: Both management teams of IHSE and kvm-tec are committed to the transaction and the combined synergies and will drive the anticipated growth in coming years.

M&A activity Other deal flow

Project SPRING: In-depth due diligence process in H1 2021

KPIs

~ €45m

FY21 Revenue (forecast)

~ 270

Employees

> 40 Patents granted or registered

• SPRING was founded over 50 years ago as a family business and is based on long-term tradition and experience
• Since then, SPRING managed to become a global leading manufacturer and expert for tracheostomy, laryngectomy and related ventilation and tracheal respiration products
• Development and production facilities in Germany allow SPRING to continuously develop new, highquality and innovative premium products
• Therefore, SPRING as a brand stands for medical technology with highest quality "Made in Germany"
• BKHT conducted a detailed due diligence process on the group (including three international subsidiaries) with external commercial, financial and legal advisors as well as medical technology experts
• Technical and commercial due diligence revealed very positive results, however the financial due diligence showed that the sustainable EBITDA was significantly less than expected
• As a result, BKHT reduced its offer for SPRING and lost the process against a large strategic investor that paid a strategic purchase price of a high double-digit multiple on sustainable EBITDA

Brockhaus Technologies AG

NEXTOWER | Thurn-und-Taxis-Platz 6 D-60313 Frankfurt am Main T: +49 (0) 69 20 43 40 90 F: +49 (0) 69 20 43 40 971 Mail: ir@brockhaus-technologies.com

www.brockhaus-technologies.com