Allgeier SE

Investor Presentation • Nov 1, 2020

Thinking Breakthroughs

This presentation and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy or subscribe for any securities of Allgeier SE or Nagarro SE. This presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of other jurisdictions. Any securities to be distributed in connection with this transaction have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) or the laws of any state of the U.S. Neither Allgeier SE nor Nagarro SE intends to register any securities referred to herein in the U.S.

This presentation is being distributed to, and is directed only at, persons in the United Kingdom ("U.K.") in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and is not, and should not be considered as, a recommendation that any person should subscribe for or purchase any securities. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) persons within the scope of article 43 of the Order or (iv) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person must not act or rely on this communication or any of its contents. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of Allgeier SE or Nagarro SE.

No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information contained herein, and no reliance should be placed on it. Neither Allgeier SE nor Nagarro SE nor any of their affiliates, advisers, connected persons or any other person accepts any liability for any loss howsoever arising (in negligence or otherwise), directly or indirectly, from this presentation or its contents or otherwise arising in connection with this presentation.

Certain financial data included in this presentation consists of non-IFRS financial measures. These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. You are cautioned not to place undue reliance on any non-IFRS financial measures included herein.

All Allgeier related financial information mentioned in this presentation refer to the financials of Allgeier post spin-off of Nagarro group unless stated otherwise. The figures for the years 2017 to 2019 and for the first half year 2020 have been prepared primarily by splitting the preliminary draft Combined Financial Statements of the new Nagarro group from the consolidated Allgeier group financials.

Nagarro related financial information mentioned in this presentation refers to the financials of Nagarro post spin-off unless stated otherwise. The Nagarro financial information for the fiscal years 2017 to 2019 has been derived from the preliminary draft combined financial statements of Nagarro for the fiscal years 2017 to 2019 (the "Combined Financial Statements"). Such financial information is unaudited and preliminary and may change. The Nagarro financial information for the six-month period ended June 30, 2020 (the "H1 Financial Information") has been derived from segment information extracted from the unaudited consolidated interim financial statements of Allgeier SE. This segment information does not necessarily represent the results of operations, financial position or cash flows of the Nagarro group had it operated as a stand-alone group during the period under review. The accounting methodology for the H1 Financial Information is different from the accounting methodology of the Combined Financial Statements which have been used as the basis for presenting Nagarro data for fiscal years 2017 to 2019 in this presentation.

This presentation contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of Allgeier SE and Nagarro SE. Forward-looking statements involve known and unknown risks and uncertainties and, therefore actual results, performance or events may differ materially from those described in such statementsdue to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting Allgeier SE and/or Nagarro SE, and other factors. Neither Allgeier SE nor Nagarro SE undertake any obligation to update any of the forward-looking statements.

Any assumptions, views or opinions contained in this presentation represent the assumptions, views or opinions of Allgeier SE or Nagarro SE as of the date of this presentation and are subject to change without notice. All information not separately sourced is from Allgeier SE or Nagarro SE data and estimates. Market and market share data is based on company internal estimates derived from own analysis and aggregation of internal and external market data, including data from third-party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Allgeier SE and Nagarro SE, as the case may be, believe that each of these publications, studies and surveys has been prepared by a reputable source, neither Allgeier SE nor Nagarro SE or any other party has independently verified the data contained therein. Accordingly, no reliance should be placed on any of the industry or market data contained in this presentation. Information contained in this presentation related to past performance is not an indication of future performance. The information in this presentation is not intended to predict actual results, and no assurances are given with respect thereto.

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This communication is an advertisement for the purposes of the Prospectus Regulation EU 2017/1129 and underlying legislation. It is not a prospectus. The listing of the shares of Nagarro SE on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is subject to the publication of a prospectus. The prospectus is expected to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht –"BaFin") in accordance with the Prospectus Regulation regime. However, the approval of the prospectus by BaFin should not be understood as an endorsement of the shares of Nagarro SE. Investors should purchase shares solely on the basis of the prospectus relating to the shares and should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Copies of the prospectus will, following approval of BaFin, be available free of charge from Nagarro SE, Einsteinstraße 172 –Blue Tower, 81677 Munich, or on Nagarro SE's website (www.nagarro.com).

Today's presenters

Manas Fuloria

Custodian of entrepreneurship in the organization

• Responsible for organizational design and internal alignment
• Co-founder in 1996, full-time since 2011, Executive Board member at Allgeier 2014-2020
• BTech & PhD from IIT Delhi, MSE from Stanford, research at the Tech and Ops Management group at the Harvard Business School

Vikram Sehgal

Custodian of operational excellence in the organization

• Responsible for operations design and coordination
• Co-founder and full-time since 1996
• BTech in Electronics & Communications Engineering from RFC Kurukshetra

Annette Mainka

Custodian of regulatory compliance

• Responsible for coordinating compliance activities globally
• With the Allgeier group since 2017
• Earlier MD Germany and COO at Berlitz
• Business Administration dual degree from Fachhochschule Pforzheim and the Grande Ecole de Commerce, Lille

Gagan Bakshi

Custodian of strategic finance

• Responsible for capital markets & banking relationships
• With Nagarro since 2020
• Investment Banking at Credit Suisse (US, UK, India) and Strategy and M&A at InterGlobe (IndiGo airlines)
• MBA from Univ of North Carolina at Chapel Hill, MS from Univ of Georgia, BTech from IIT Delhi

Our Mission Statement

To make distance irrelevant between intelligent people.

Nagarro at a glance

• A global tech services company domiciled in Germany $\bullet$
• Fast-growing, scaled, diversified, digital engineering leader with a full-service portfolio
• 8,406 Nagarrians across 25 countries $\bullet$
• Differentiated organization design based on $\bullet$ entrepreneurship and global teams
• Diverse and loyal blue-chip customer base, 750+ customers

• Strong results through "CARING" core values

• $\cdot$ $\in$ 402 million 2019 revenue

• $\cdot$ $\in$ 58 million¹ 2019 adjusted EBITDA
• $14%$ $\bullet$ 2019 adjusted EBITDA margin
• $\cdot$ 38% 2017-2019 revenue CAGR
• 19% $\bullet$ 2017-2019 organic revenue $CAGR²$

8

Growing spend on digital IT services, supported by structural tailwinds

A full-service portfolio for comprehensive solutions

Differentiated focus on digital product engineering Revenue by service line

Flexible delivery model Revenue by contract type

1. Includes third-party testing, plus consulting and other services not covered elsewhere.
   2. Includes mainly license sales.

Percentages are individually rounded and may not add up to 100%.

Reach and scale to service multinational clients globally

Globally diversified revenue base Revenue by client region Globally diversified employee base Personnel worldwide

1. Comprises Austria, Croatia, Czech Republic, Germany, Hungary, Poland, Romania, Serbia, Slovakia, Slovenia and Switzerland.

Employee numbers are as of the end of H1, 2020.

Large client base to develop over time

These are pro-forma numbers. Data from acquired entities is included as if they were part of the company for the entire period.

Proven ability to nurture client accounts, large and small

Growing small accounts Number of $> \epsilon$ 1 million accounts over time

Expanding large accounts Revenue from top 20 accounts over time $(\epsilon)$

15

These are pro-forma numbers. Data from acquired entities is included as if they were part of the company for the entire period.

Why customers choose us

Differentiated combination of digital engineering leadership fullservice offering, global presence and agile delivery capabilities

Nagarro's "Enterprise Agile" mindset, processes and organization design deliver:

• Enterprise-class robust engineering
• Agility in projects and in client engagements
• Agility in adapting to changing business and technology environments

Powered by a unique org design and culture

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Powered by a unique org design and culture

Virtual, global organization rather than a federation of national orgs or legal entities

Emphasis on autonomy and choice via internal marketplaces, not top-down decision making

Flat, entrepreneurial management 50+ top-level leaders, >25% of them entrepreneurs

Proprietary "business operating system" embedding the org design and culture

Socially responsible around the globe

Testing Pro for people with autism

Saving lives via road safety

Incubating a university

Making art accessible

With WWF against single-use plastic

Organizing car-free days

Open, global culture driving post-merger integration and synergies

Anecon: Testing

Bringing the target's capabilities to the world, bringing global capabilities to the target's clients.

1. Purchase of the assets and liabilities of Ciber companies in Germany, France and Denmark.

21

43.3 47.9 27.6 42.3 9M 2019 9M 2020 -11%-10%-7% 1% 11% 19% 19%

24% 26% 34%

	2019	2020 guidance	2021target	Medium-term target
Revenue	€402m	€427m – €433m (6% - 8% growth)	Organic revenue growth rate in the region of 15%	Organic revenue growth rates to return to historical (2017-19) levels
Gross Margin	32%	32% – 33%	–	–
Adjusted EBITDA	€58m (14% margin)	€72m – €77m (17% - 18% margin)	–	In the region of 15%

Spin-off benefits to the business

Branding

Bringing visibility to the Nagarro brand via capital markets presence.

Focus

Enhanced management focus on the core business, fewer distractions.

Scaling

Capital market access as a pure-play digital leader to support the growth potential of the business.

Multiple tangible growth and upside opportunities

Opportunity to sustain and improve organic revenue CAGR 2017-19 of 19% and improve margins over time

Historical investments...

... create future opportunities

Entry into numerous elite clients

Development of multiple verticals and horizontals

Ability to acquire and integrate companies

"One ERP" rollout in 2020

Brand refresh and planned stock market listing

High potential in existing accounts

Many cross-selling and innovation opportunities

Growth via synergistic M&A

Cost-savings potential in central functions

Higher visibility for potential new clients

Organic revenue CAGR is a pro forma number. Data from acquired entities is included as if they were part of the company for the entire period. The "One ERP" rollout currently covers about twothirds of the business.

Thank you

Management board: representing the larger senior management team

Manas Fuloria

Custodian of entrepreneurship in the organization

• Responsible for organizational design and internal alignment
• Co-founder in 1996, full-time since 2011, Executive Board member at Allgeier 2014-2020
• BTech and PhD from IIT Delhi, MSE from $\bullet$ Stanford, research at the Tech and Ops Management group at the Harvard Business School

Vikram Sehgal

Custodian of operational excellence in the organization

• Responsible for operations design and coordination
• Co-founder and full-time since 1996
• BTech in Electronics & Communications Engineering from REC Kurukshetra

Annette Mainka

Custodian of regulatory compliance

• Responsible for coordinating compliance activities globally
• With the Allgeier group since 2017
• Earlier MD Germany and COO at Berlitz
• Business Administration dual degree from Fachhochschule Pforzheim and the Grande Ecole de Commerce, Lille

Supervisory board

Carl Georg Dürschmidt

Chairman

• Chairman of the Executive Board and significant shareholder at Allgeier SE
• Twelve years of experience investing in German SMEs prior to taking a stake in Allgeier in 2001 and joining the Executive Board in 2003
• Education in business economics

Detlef Dinsel

Member

• Managing Partner, IK Investment Partners
• Chairman of the Supervisory Board of Allgeier SE, on the board at several other European companies
• Senior leadership experience at Bain & Company and Hilti Group
• Mechanical engineering at the university of Stuttgart and at the technical university of Munich, MBA from INSEAD

Shalini Sarin, PhD

Member

• Board member at Linde India, Meritor Automotive Axles and Kirloskar Oil Engines, Chair of the Center for Clean Energy at Plaksha University
• Senior leadership experience as global CHRO at Philips Lighting Professional Lighting Division, HR head India and Base of Pyramid BU leader at Schneider Electric, HR head India at Cairn Energy
• PhD in Organizational Behavior and MA Sociology from Delhi, International Directors Program from INSEAD

Adjusted EBITDA reconciliation

Nine months period ended September 30	2020	2019
	Total	Total
	kEUR	kEUR
EBITDA	53,542	39,026
Losses on the disposal of non-current assets (net)	20	56
Losses from impairments and write-offs of customer receivables (net)	2,080	688
Expense from purchase price adjustments		116
Expenses from acquisitions	47	126
Staff costs from restructuring and severance	238	349
Other non-recurring and prior periods related items	2,307	1,455
Adjusted EBITDA	58,234	41,815

Capital structure

Comfortable liquidity position

• Cash at year end adequate for company's growth needs; balances held in highly liquid short-term deposits
• Lease liabilities recognized per IFRS16 $\bullet$
• Pending merger of Connect AG with Nagarro SE at spin-off
• High net leverage at Sep 30, 2020 is temporary $\bullet$
• Post merger, net leverage to get reduced to 1.9x $\bullet$

New financing arrangement post spin-off

• As of October 30, 2020, company has entered into a new syndicated credit facility with five European credit institutions, in an amount of EUR 200m, comprising a term loan facility of EUR 100m and a revolving credit facility of EUR 100m

• Nagarro intends to utilize the new credit facility to repay loans to the Allgeier Group, as well as for working capital and general corporate purposes

• Relates to the transfer of Connect AG to Nagarro SE, including the purchase price receivables from the sale and transfer of shares to Nagarro into equity of Connect AG. Net Leverage is calculated as Net Liabilities divided by Adjusted EBITDA.