Allgeier SE

Investor Presentation • Sep 28, 2020

Capital Markets Day Presentation September 28, 2020

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 statements due 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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Disclaimer

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Agenda

Allgeier at a glance Spin -off benefits Market trends Business overview Strategy Financials Investment highlights

Allgeier at a glance

At a glance

Experienced and entrepreneurial management team

Hubert Rohrer Management Board

Bremen, Germany

Dr. Marcus Goedsche Management Board

Munich, Germany

Munich, Germany

With Allgeier since 2001 Board member since 2003

With Allgeier since 2007 Board member since 2008

With Allgeier since 1986 Board member since 2013

6 % Revenue CAGR1,2,3 (2010-2019)

€382m Revenue 2019 1

€18m Adj. EBITDA 2019 1,3

~2,400 employees 4 ~900 freelance experts 4

76 acquisitions 10 disinvestments (2005-2020)

Allgeier key facts post spin-off

1) Based on unaudited financials of Allgeier group continued according to IFRS 2) Compound Annual Growth Rate 3) EBITDA before effects that are extraordinary or relate to other periods 4) As of June 30, 2020

IT holding with a successful buy & build strategy for more than 15 years

Full IT and software services portfolio ranging from high-end software development to business efficiency solutions for digitization and business transformation

Focus on German-speaking

market

Broad and stable customer base consisting of large enterprises, mid-sized companies and public sector clients

At a glance

2,000 Avg. customers 2019

72	282	327	372	376
… 2005
2005 - 2010 29 acquisitions	1e Europe BSH GEMED MCE Crealogix bitaro Intraprend ▪ Nagarro	AX Solutions Skytec b+m Informatik tecops personal Oxygen SF Software & Friends	OPUS Solution GDE WK EDV innocate solutions	recompli DIGIDOK eHealthOpen Metasonic SecureNet Corisecio ▪ Hexa Business Services

7

Allgeier's buy & build competence is underlined by its M&A track record

1) Based on historical consolidated Allgeier group financials according to IFRS including Nagarro group 2) Compound Annual Growth Rate 2005 – 2019

3) Based on combined financial statements of Nagarro group

Historical revenue of Allgeier group incl. Nagarro in € m¹

▪ Entities highlighted form the Nagarro group

Spin-off benefits

Focusing on

Allgeier is re-focusing on its strengths

… proven buy & build strategy and continuing to grow above market average through value-creating acquisitions

… organic and inorganic growth of its existing portfolio units building on a lean holding structure

… leveraging the strong Allgeier and mgm brands in the German-speaking market

… the digitization needs of customers in major verticals

Market trends

11

Allgeier participates in market trends in a growing European IT market

Business overview

• developer as leading provider of e-government, commerce and insurance solutions

• enterprise services, experts and cyber security units to create a strong joint full-service IT offering

• Covering a comprehensive spectrum of digitization expertise along the three units mgm technology partners, mgm consulting partners and mgm security partners • Focus on deepening of customer relationships, participation in major tenders and pitches in the field of IT services as one-stop shop for the entire IT portfolio with the aim to enhance value-add and achieve higher margins

Allgeier re-organized the segments to emphasize its core operations

13

Allgeier has a broad customer base and a clear focus on the German-speaking market

14

Revenue 2019 by in %

Enterprise IT – Fully fledged German software project and IT services provider

Hubert Rohrer Member of the Allgeier SE Management Board

21 locations in Germany 5 locations in Austria, Switzerland and Turkey 1

~1,650 IT experts 1 ~800 freelance IT experts

1

Enterprise IT is a full-range IT solutions and services provider for customers' mission-critical processes focusing on the German-speaking region

Comprehensive project and IT services portfolio for large software projects and long-term managed services and maintenance contracts based on:

• market-leading software products and business digitalization platforms from suppliers like Microsoft, SAP, IBM and Oracle

• own IP-based architecture and software solutions

• in-depth process know-how and consulting expertise in the areas of business efficiency solutions, IT security, business process management, enterprise content management, cloud solutions and mobile applications
• large resource pool of highly qualified IT and engineering experts ensuring a high level of scalability and flexibility in project implementation and support

Extensive customer base of around 500 large enterprises and business with recurring nature, leveraging customer access to extend excellent software project services; revenues by T&M and license fees

Business focus

Broad customer base is a core value of Enterprise IT

• Building a central document collaboration platform for Vodafone in Germany and other countries as well as subsidiaries of Vodafone
• Migration of >4.5bn documents that are accessible for 4,500 users
• Technical basis is our proprietary DMS software that got highly customized for the specific Vodafone requirements, all architecture and software engineering is done by us
• The project is ongoing since 4 years and with a deployment of over 14,000 person days so far
• Our revenue from the project comprises of T&M and license fees

Business overview

Customer story Vodafone Project OneDMS: Selected clients

Enterprise IT sustains a broad and loyal customer base

Business overview

Customer diversification¹ Number of accounts¹

Industry segmentation1

mgm technology partners – High-end specialist for digitization & disruptive technology and consulting services

mgm technology partners is a consulting and solution provider for digitization projects and one of the leading service providers for e-government in Germany

The company implements its own platforms like "A12" and develops enterprise applications for crisis-resistant sectors. The mgm platforms are used by millions of users every day. The most prominent platform is the electronic tax system ELSTER for the German public sector

mgm technology partners' disruptive software development process enables customers to digitize their business expertise by themselves – leading to digital sovereignty

Together with its subsidiaries mgm consulting partners and mgm security partners mgm covers the full range of digitization topics: management consulting, digital transformation and web application security

Hamarz Mehmanesh CEO

10 locations in Germany 6 locations in France, Czech Republic, Switzerland, Austria, USA and Vietnam¹

~750 software developers and consultants 1

Business focus

Customer story ELSTER

mgm technology partners' success is underlined by key public & enterprise accounts

• ELSTER is the largest and best-known e-government solution from Germany and one of the best references
• Online since 15 years safe, easily accessible, highly available & scalable; permanent access for 30m households and 5m companies
• Modern open source technology with proprietary IT and model-based approach that allows flexibility and customization
• High performance and stability for up to 1,000 system requests per second
• Ongoing project that continuously generates T&M revenues

Selected clients

mgm technology partners has in-depth knowhow in commerce and e-government

Customer diversification¹ Number of accounts¹

Industry segmentation¹

Strategy

Allgeier creates shareholder value by …

Enterprise IT builds a leading German IT services player by …

… combining and integrating the different business originating from former Enterprise Services, Experts and Cyber Security into one full-service company with one face to the customer under the brand name ALLGEIER

… deepening the relationship to its broad and diversified customer base and increasing share of wallet

… increasing margins through ongoing shift towards higher value-add business

… expanding its offering of proprietary software products and solutions

… doing acquisitions to broaden know-how, product offering as well as service offering and capacities

mgm technology partners upgrades its position as German digitization consultancy by …

… building high-end software solutions with a high degree of usability, robustness and security that meet complex requirements

… further developing its own proprietary software solutions that can be re-used in multiple projects

… attracting the best talent in Germany and its further locations to build a community of the best tech minded people

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… doing acquisitions for winning new talent and broadening customer base

… strengthening its outreach into the huge and growing market of digitization for German public clients

Financials

Allgeier P&L comprises of sustainable growth and restructuring of parts of the business

1) Based on unaudited quarterly financials of Allgeier group continued according to IFRS 2) Compound Annual Growth Rate 2017-2019 3) EBITDA before effects that are extraordinary or relate to other periods

Allgeier has sufficient headroom for future M&A

€140m

New revolving credit facility committed by a bank consortium

Post spin-off of Nagarro group… … Allgeier keeps most of the holding costs with room for improvement and … Nagarro takes on the majority of net debt

1) Based on unaudited financials of Allgeier group continued according to IFRS 2) Incl. receivables from intercompany financing to Nagarro group 3) Net debt-to-EBITDA (LTM) ratio

The restructuring of Enterprise IT has led to decrease in revenue, but notable recovery of earnings

1) Based on unconsolidated quarterly segment financials according to IFRS

mgm technology partners shows continuous growth with high profitability

Gross profit & margin¹ in € m Adj. EBITDA & margin1,3 Revenue¹

in € m in € m

1) Based on quarterly segment financials according to IFRS

Remaining Allgeier Group: Guidance for the 2020 financial year

2020

For the full financial year 2020, revenue is expected to decline in the mid-single-digit percentage range

Mainly due to planned continuation of the reduction of low-margin business in the area of personnel services

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5\% \hspace{1.5cm} 6 - 8\%
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Investment highlights

Allgeier continues to be a valuable investment after the spin-off due to …

Investment highlights

Appendix – Selected income statement figures 1

(in € k)	2017	2018	2019	H1 2020
Sales revenue	367,758	400,649	381,778	178,643
Total performance	369,403	402,251	383,447	179,327
Cost of goods sold	-274,170	-296,768	-282,527	-132,356
Thereof cost of raw materials, consumables and supplies as well as purchased services	-167,993	-179,129	-171,225	-79,480
Thereof production personnel costs, SBA, SBE	-106,177	-117,640	-111,302	-52,876
Gross Profit	95,233	105,483	100,920	46,971
Fixed costs	-77,810	-85,041	-83,287	-36,255
Thereof other operating income	375	368	447	853
Thereof personnel costs	-55,896	-60,684	-61,344	-27,344
Thereof other operating expenses	-22,289	-24,726	-22,390	-9,764
Adj. EBITDA	17,423	20,442	17,633	10,716

(in € k)	2017	2018	2019	H1 2020
Sales revenue	367,758	400,649	381,778	178,643
Total performance	369,403	402,251	383,447	179,327
Cost of goods sold	-274,170	-296,768	-282,527	-132,356
Thereof cost of raw materials, consumables and supplies as well as purchased services	-167,993	-179,129	-171,225	-79,480
Thereof production personnel costs, SBA, SBE	-106,177	-117,640	-111,302	-52,876
Gross Profit	95,233	105,483	100,920	46,971
Fixed costs	-77,810	-85,041	-83,287	-36,255
Thereof other operating income	375	368	447	853
Thereof personnel costs	-55,896	-60,684	-61,344	-27,344
Thereof other operating expenses	-22,289	-24,726	-22,390	-9,764

Appendix – Reconciliation of reported to adjusted EBITDA¹

(in € k)	2017	2018	2019	H1 2020
Adj. EBITDA	17,423	20,442	17,633	10,716
Extraordinary profit + profit unrelated to the accounting period	-3,710	-8,146	-9,145	-2,960
Result unrelated to the accounting period	-706	-1,722	-359	95
Thereof other operating income unrelated to the accounting period	1,542	1,840	1,821	360
Thereof other operating expenses unrelated to the accounting period	-2,248	-3,562	-2,180	-264
Extraordinary profit	-3,004	-6,424	-8,786	-3,055
Thereof extraordinary operating income	2,345	2,634	201	127
Profit from exchange rate differences	1,339	770	166	126
Profit from securities	0	0	3	0
Profit from purchase price adjustments	1,000	500	0	0
Other extraordinary income	6	1,364	32	0
Thereof other extraordinary operating expenses	-3,405	-5,762	-3,482	-2,217
Sunk cost acquisitions	-168	-455	-125	-15
Acquisition costs (acquisitions made)	-65	-1,045	-10	-1
Financing cost	-728	-805	-1,114	-622
Costs of exchange rate differences	-1,319	-206	-210	-76
Exchange Rate Differences from Earn Outs	0	0	0	-30
Donations	-44	-45	-42	-19
Expenditures from PP Adjustments	0	-25	-75	-458
Other extraordinary expenses	-1,080	-3,180	-1,905	-996
Extraordinary personnel cost	-1,945	-3,296	-5,505	-964
Reported EBITDA	13,713	12,295	8,488	7,756

Appendix – Balance sheet as per 30 Jun 2020 - Assets 1

H1 2020
370,777
130,366
79,632
6,840
34,924
2,067
$-105$
$\overline{0}$
3,523
448
3,038
240,411
283
$\overline{0}$
3,019
56,008
121,748
6,419
1,775
51,160

(in € k)	H1 2020
ASSETS	370,777
LONG-TERM ASSETS	130,366
Immaterial assets	79,632
Property	6,840
Value in Use Finance Lease Contracts	34,924
At equity shareholdings	2,067
Other financial assets	-105
Non-current inventory	0
Other long-term financial assets	3,523
Other long-term assets	448
Deferred tax assets	3,038
CURRENT ASSETS	240,411
Current Inventory	283
Current contract assets	0
Contract assets from customer orders (profit realized)	3,019
Accounts receivable - trade	56,008
Other current financial assets	121,748
Other current assets	6,419
Profit tax claims	1,775
Means of payment	51,160

Appendix – Balance sheet as per 30 Jun 2020 - Liabilities 1

(in € k)	H1 2020
LIABILITIES	370,777
EQUITY	80,604
DEBTS	290,174
LONG-TERM LIABILITIES	204,155
Long-term financial liabilities	169,693
Longterm liabilities from lease contracts	31,121
Pension provision	955
Other long-term provisions	334
Other long-term contractual liabilities	127
Other long-term financial liabilities	0
Long-term liabilities from acquisitions	-1,843
Deferred tax liabilities	3,767
CURRENT LIABILITIES	86,018
Current financial liabilities	3,841
Shortterm liabilities from lease contracts	6,136
Current provisions for post-employment benefits	18
Other current provisions	12,654
Contract liabilities from customer orders (profit realized)	4,973
Accounts payable - trade	22,175
Other current financial liabilities	14,322
Current liabilities from acquisitions	9,895
Other current liabilities	5,931
Profit tax payable	6,072

Appendix – Operating Cashflow¹

(in € k)	2017	2018	2019	H1 2020
EBITDA	13,713	12,295	8,488	7,756
Cash items	-138	-151	1,485	6
Expenses from the disposal of non-current assets	183	364	17	0
Change in non-current provisions	-14	202	277	72
Reversals and additions of provisions	-285	-779	-272	0
Other non-cash expenses and income	-1,448	237	-749	-166
Changes in AR + inventory	-6,238	-5,350	20,599	1,471
Changes in provisions	969	2,695	1,553	276
Changes in other assets and liabilities	-6,679	1,057	-2,805	2,750
Income tax paid	-5,739	-3,365	-1,839	-347
Operating Cashflow	-5,675	7,206	26,754	11,819

Postal address

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Contact

Investor Relations ir@allgeier.com

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