Stabilus SE

Investor Presentation • Aug 12, 2016

Stabilus S.A. (the "Company", later "Stabilus") has prepared this presentation solely for your information. It should not be treated as giving investment advice. Neither the Company, nor any of its directors, officers, employees, direct or indirect shareholders and advisors nor any other person shall have any liability whatsoever for any direct or indirect losses arising from any use of this presentation.

While the Company has taken all reasonable care to ensure that the facts stated in this presentation are accurate and that the opinions contained in it are fair and reasonable, this presentation is selective in nature. Any opinions expressed in this presentation are subject to change without notice and neither the Company nor any other person is under any obligation to update or keep current the information contained in this presentation. Where this presentation quotes any information or statistics from any external source, you should not interpret that the Company has adopted or endorsed such information or statistics as being accurate. This presentation contains forward-looking statements, which involve risks, uncertainties and assumptions that could cause actual results, performance or events to differ materially from those described in, or expressed or implied by, such statements. These statements reflect the Company's current knowledge and its expectations and projections about future events and may be identified by the context of such statements or words such as "anticipate," "believe", "estimate", "expect", "intend", "plan", "project" and "target". No obligation is assumed to update any such statement.

• 1. Financial highlights
• 1. Business by region
• 1. Business by customer market
• 1. Outlook
• 1. Appendix

• Financial highlights 1.

Highlights Q3 FY2016

Fiscal year-end September

Revenue	• Revenue up by 14.0% to €182.8mm (+€22.4mm vs. Q3 FY15) • Growth in all regions with NAFTA (+14.8%), Europe (+14.2%) as well as Asia / Pacific and RoW (+10.4%) • Growth in Powerise (+44.8%), Capital Goods (+5.1%) and Gas Spring (+7.3%); Swivel Chair (-9.2%)
Adj. EBITDA	• Adj. EBITDA up by 14.9% to €31.6mm (+€4.1mm vs. Q3 FY15) • Adj. EBITDA margin at 17.3% (vs. Q3 FY15 margin of 17.1%)
Adj. EBIT	• Adj. EBIT up by 18.7% to €23.5mm (+€3.7mm vs. Q3 FY15) • Adj. EBIT margin at 12.9% (vs. Q3 FY15 margin of 12.3%)
Net debt	• Net financial debt1 at €508.5mm; pro-forma2 at €393.5mm • / adj. EBITDA LTM at 4.2x, pro-forma2 at approx. 2.6x (vs. 2.1x as per end FY2015) Net financial debt
Significant events and transactions	• Acquisition of ACE, Hahn Gasfedern and Fabreeka/Tech Products successfully completed on June 30, 2016 • The acquisition was financed by a new €455mm term loan facility (replacing the existing €265mm term loan facility) and a €115mm equity bridge facility
Subsequent events	• Capital increase successfully completed on July 6, 2016; issue of 3,976,744 new bearer shares • Gross proceeds of €159.1mm were used for partial refinancing of the acquisition of SKF Group entities, i.e. on July 13, 2016, the €115mm equity bridge facility was fully repaid

Note: ¹ Net financial debt = principal amount of senior facilities less cash: €455.0mm + €115mm - €61.5mm = €508.5mm.

² Pro-forma, i.e. considering capital increase and refinancing in July 2016 as well as earnings (EBITDA) of acquired companies. Adj. EBITDA LTM = €122.2mm + €27mm.

Stabilus shows strong operating performance in Q3 FY2016 (y-o-y)

Note: Stabilus fiscal year-end is September.

¹ Adjusted EBIT / EBITDA represents EBIT / EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes and other non-recurring costs, as well as interest on pension charges and – in case of adj. EBIT – depreciation and amortization of PPA.

²Simplified definition of FCF differs from more detailed presentation in the quarterly report and in the appendix of this presentation.

Stabilus shows strong operating performance in 9M FY2016 (y-o-y)

Note: Stabilus fiscal year-end is September.

¹ Adjusted EBIT / EBITDA represents EBIT / EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes and other non-recurring costs, as well as interest on pension charges and – in case of adj. EBIT – depreciation and amortization of PPA.

²Simplified definition of FCF differs from more detailed presentation in the quarterly report and in the appendix of this presentation.

2. Business by region

1.

Q3 FY2016 revenue and adj. EBIT growth – by region (y-o-y)

Note: Stabilus fiscal year-end is September. Numbers rounded to one decimal. Due to rounding, numbers presented may not add up precisely to the totals provided. ¹ Billed-from view, without intersegment revenue.

² Adjusted EBIT represents EBIT, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes and other non-recurring costs, as well as interest on pension charges and the depreciation and amortization of Group's assets to fair value resulting from April 2010 purchase price allocation (PPA).

NAFTA – Q3 FY2016 revenue and adj. EBIT growth (y-o-y)

Note: Stabilus fiscal year-end is September. ¹ External revenue only.

• NAFTA car production in Q3 FY16 at 4.7mm units, i.e. +2.8% vs. previous year quarter
• NAFTA Q3 FY16 revenue increased by 14.8% to €68.9mm (37.7% of group revenue vs. 37.4% in Q3 FY15)
• Revenue in US\$ terms improved by 16.6% to \$77.8mm in Q3 FY16 vs. \$66.7mm in Q3 FY15
• NAFTA's Powerise revenue increased by 36.2% to €28.2mm in Q3 FY16 (Q3 FY15: €20.7mm)
• Strong US auto economy combined with good SUV sales provide a stable base for future growth

Note: Stabilus fiscal year-end is September. ¹ External revenue only.

• Car production in Q3 FY16 at 5.9mm units, i.e. +7.2% vs. previous year quarter
• Europe's Gas Spring revenue increased by 8.4% to €37.5mm in Q3 FY16, supported by increased Federbein sales
• European Powerise revenue increased by 57.1% to €22.0mm in Q3 FY16 following various launches since Q3 FY15 as well as further Powerise share increase in existing platforms e.g. Daimler GLC Coupe, Audi Q5, Ford Galaxy, VW Passat CC, VW Phideon, BMW X1, Opel Astra

Asia / Pacific and RoW – Q3 FY2016 revenue and adj. EBIT growth (y-o-y)

Note: Stabilus fiscal year-end is September. ¹ External revenue only.

• Asia/Pacific and RoW car production in Q3 FY16 at 12.3mm units, i.e. +0.8% vs. previous year quarter (China: +5.1%, Japan/Korea: -4.2%, South America: -13.6%)
• 10.4% or €2.0mm year-over-year revenue growth in Q3 FY16 is mainly driven by automotive business
• China's Q3 FY16 revenue at €13.5mm (+19.5% vs. Q3 FY15)

• Chinese market shows increasing trend to SUVs and "boxy cars" which is very supportive for our revenue outlook in this market

• Business by customer market

Q3 FY2016 revenue growth – by business (y-o-y)

Q3 FY2016 revenue growth – Automotive business (y-o-y)

• Growth Global car production in Q3 FY16 up to 22.9mm (+2.8% vs. 22.2mm in Q3 FY15)
• Continuing consumer trend towards SUV's supports automotive revenue development
• Automotive Gas Spring business with 7.3% revenue increase continues to outperform vehicle production growth
• 44.8% growth in Powerise reflects production rampups and new product launches across various OEMs since Q3 FY15, e.g. Ford Galaxy, VW Passat CC, VW Phideon, BMW X1, GMC Terrain, Tesla Model X, Chevrolet SRX, Daimler GLC Coupe, Audi Q5, Opel Astra, Mini Countryman, Chrysler Pacifica

Note: Stabilus fiscal year-end is September.

Q3 FY2016 revenue growth – Industrial business (y-o-y)

• Growth in Capital Goods business at 5.1% outperforms global economic growth

• Swivel Chair business soft in Q3 FY16: revenue down by €0.7mm (Europe -€0.5mm, NAFTA -€0.2mm); in 9M FY16 still revenue improvement by 1.4% to €21.6mm (9M FY15: 21.3mm)

• Strong Industrial growth despite continuing soft construction end-markets dynamics –Europe's sales up by €1.2mm or 4.6%, NAFTA's dales up by €0.6mm or 4.8%, Asia/Pacific and RoW's sales up by €0.3mm

Note: Stabilus fiscal year-end is September.

1. Outlook

5.

Outlook FY2016: Financial performance

	FY2015 Actual	FY2016 Guidance
Revenue	€611mm	€730mm
% Growth	20.5%
% Adj. EBIT margin	12.5%	13.0-13.5%

Comments

• On track to deliver another record year, aiming for ambitious revenue and EBIT targets
• Strong European results support solid sector outlook
• Powerise continues to be a clear growth driver

• Revenue and adj. EBIT margin guidance for FY2016 increased to €730mm and 13.0-13.5% respectively, considering the expected Q4 FY16 performance of acquired companies and assuming a US\$/€ avg. fx rate in Q4 FY16 of 1.10 \$/€.

• Appendix 5.

Q3 FY2016 P&L overview

PPA adjustments 3.2 3.2 Total adjustments 4.2 7.2

P&L (€mm)
3 months ended		Q3 FY	June 2015 Actual	June 2016 Actual
Revenue			160.4	182.8
COGS			(122.6)	(137.7)
Gross Profit			37.8	45.1
% margin			23.6%	24.7%
R&D			(5.3)	(6.2)
S&M			(11.4)	(13.1)
G&A			(6.0)	(9.8)
Other income/expenses			0.5	0.4
Adjustments			4.2	7.2
Adj. EBIT			19.8	23.5
% margin			12.3%	12.9%
Depreciation & amortization (excl. PPA)			7.7	8.1
Adj. EBITDA			27.5	31.6
% margin			17.1%	17.3%
Advisory1 0.5	3.8
Restructuring / ramp-up 0.3	-
Pension interest add-back 0.2	0.2

Note:

1 Advisory expenses of €3.8mm in Q3 FY16 relate to the acquisition of ACE, Hahn Gasfedern and Fabreeka / Tech Products. Numbers rounded to one decimal. Due to rounding, numbers presented may not add up precisely to the totals provided.

9M FY2016 P&L overview

PPA adjustments 9.5 9.5 Total adjustments 13.7 14.1

P&L (€mm)
9 months ended			9M FY	June 2015 Actual	June 2016 Actual
Revenue				453.0	531.0
COGS				(344.7)	(398.4)
Gross Profit				108.3	132.5
% margin				23.9%	25.0%
R&D				(16.8)	(19.2)
S&M				(32.7)	(36.1)
G&A				(19.4)	(23.6)
Other income/expenses				3.8	1.9
Adjustments				13.7	14.1
Adj. EBIT				56.9	69.7
% margin				12.6%	13.1%
Depreciation & amortization (excl. PPA)				22.6	24.6
Adj. EBITDA				79.4	94.3
% margin				17.5%	17.8%
Advisory1	1.3	3.8
Restructuring / ramp-up	2.1	-
Pension interest add-back	0.8	0.8

Note:

1 Advisory expenses of €3.8mm in 9M FY16 relate to the acquisition of ACE, Hahn Gasfedern and Fabreeka / Tech Products. Numbers rounded to one decimal. Due to rounding, numbers presented may not add up precisely to the totals provided.

Balance sheet overview

Balance sheet (€mm)
	September 2015 Actual	June 2016 Actual
Property, plant and equipment	134.0	166.5
Goodwill	51.5	189.1
Other intangible assets	166.5	298.7
Inventories	59.8	76.5
Trade receivables	62.8	92.1
Other assets	28.2	43.9
Cash	39.5	61.5
Total assets	542.2	928.2
Equity incl. minorities1	76.7	100.1
Debt (incl. accrued interest)1	263.6	564.5
Pension plans and similar obligations	48.0	56.9
Deferred tax liabilities	39.0	72.7
Trade accounts payable	68.9	64.7
Other liabilities	46.0	69.4
Total equity and liabilities	542.2	928.2
Net leverage ratio2	2.1x	4.2x
Net leverage ratio – pro-forma3		~ 2.6x

Key highlights

• Preliminary purchase price allocation:
− Purchase price €310.8mm (\$339mm base price and
\$5.5mm price adj., at 1.11 \$/€ fx rate)
− Intangibles mainly comprise €121.2mm customer
relationship, €11.8mm technology, €3.6mm
trademark, €137.6mm goodwill
• Old financial structure (as of Sept 30, 2015):
− €267.5mm term loan facility and €50mm unutilized
revolving credit facility (both due 2020)
• New financial structure (as of June 30, 2016, i.e. prior to
capital increase on July 6, 2016):
− €455mm term loan facility	and €70mm unutilized
revolving credit facility (both due 2021)
− €115mm equity bridge facility (which was repaid on
July 13, 2016, following the capital increase on July 6,
2016)

Note: ¹ Pro-forma, post capital increase and equity bridge repayment in July 2016, equity up by €152.8mm (= €159.1mm gross proceeds less €6.3mm transaction costs) to €252.9mm and debt (incl. accrued interest) down by €115mm to €449.5mm.

² Net leverage ratio = net financial debt / adj. EBITDA LTM. Net financial debt defined as principal amount of senior facilities less cash.

³ Pro-forma, i.e. considering capital increase and refinancing in July 2016 as well as earnings (EBITDA) of acquired companies.

Cash flow overview and free cash flow (3M ended June 30, 2016)

Cash Flow Statement (€mm)
3 months ended Q3 FY	June 2015 Actual	June 2016 Actual	June 2016 Adjusted1
Cash flow from operating activities	21.7	32.2	32.2
Cash flow from investing activities2	(11.8)	(315.1)	(12.2)
Cash flow from financing activities3	(11.6)	298.9	(3.6)
Net increase / (decrease) in cash	(1.7)	16.0	16.4
Effect of movements in exchange rates	(0.6)	(0.6)
Cash as of beginning of the period	28.4	46.1
Cash as of end of the period	26.1	61.5

Free Cash Flow (€mm)

3 months ended Q3 FY	June 2015 Actual	June 2016 Actual	June 2016 Adjusted1
Cash flow from operating activities	21.7	32.2	32.2
Cash flow from investing activities2	(11.8)	(315.1)	(12.2)
Payments for interest	(20.6)	(1.5)	(1.5)
Free cash flow	(10.7)	(284.4)	18.5

Note:

¹ Adjusted = excluding effects from the acquisition of SKF Group entities and refinancing of senior facilities.

² Cash flow from investing activities in Q3 FY16 comprises cash outflow for the acquisition of SKF Group entities of €302.9mm (net of cash acquired).

³ Cash flow from financing activities in Q3 FY16 comprises cash inflow from refinancing of senior facilities of €302.5mm (=€455mm+€115mm-€267.5mm).

Cash flow overview and free cash flow (9M ended June 30, 2016)

Cash Flow Statement (€mm)
9 months ended 9M FY	June 2015 Actual	June 2016 Actual	June 2016 Adjusted1
Cash flow from operating activities	46.6	72.1	72.1
Cash flow from investing activities2	(33.4)	(342.6)	(39.7)
Cash flow from financing activities3	(21.9)	293.2	(9.3)
Net increase / (decrease) in cash	(8.6)	22.7	23.1
Effect of movements in exchange rates	1.2	(0.7)
Cash as of beginning of the period	33.5	39.5
Cash as of end of the period	26.1	61.5

Free Cash Flow (€mm)

9 months ended 9M FY	June 2015 Actual	June 2016 Actual	June 2016 Adjusted1
Cash flow from operating activities	46.6	72.1	72.1
Cash flow from investing activities2	(33.4)	(342.6)	(39.7)
Payments for interest	(30.6)	(4.4)	(4.4)
Free cash flow	(17.4)	(274.9)	28.0

Note:

¹ Adjusted = excluding effects from the acquisition of SKF Group entities and refinancing of senior facilities.

² Cash flow from investing activities in 9M FY16 comprises cash outflow for the acquisition of SKF Group entities of €302.9mm (net of cash acquired).

³ Cash flow from financing activities in 9M FY16 comprises cash inflow from refinancing of senior facilities of €302.5mm (=€455mm+€115mm-€267.5mm).

External revenue by region and customer market (3M ended June 30, 2016)

External revenue (€mm)
3 months ended	Q3 FY	June 2015 Actual	June 2016 Actual
Gas Spring		34.6	37.5
Powerise		14.0	22.0
Industrial		26.3	27.5
Swivel Chair		6.3	5.8
Europe		81.2	92.7
Gas Spring		25.4	26.5
Powerise		20.7	28.2
Industrial		12.6	13.2
Swivel Chair		1.3	1.1
NAFTA		60.0	68.9
Gas Spring		16.8	18.4
Powerise		-	0.2
Industrial		2.3	2.6
Swivel Chair		0.1	0.1
Asia / Pacific and RoW		19.2	21.2
Total Gas Spring		76.7	82.3
Total Powerise		34.8	50.4
Total Industrial		41.2	43.3
Total Swivel Chair		7.6	6.9
Total		160.4	182.8

External revenue by region and customer market (9M ended June 30, 2016)

External revenue (€mm)
9 months ended 9M	June 2015 FY Actual	June 2016 Actual
Gas Spring	101.0	107.1
Powerise	38.2	61.3
Industrial	74.0	79.8
Swivel Chair	17.8	18.2
Europe	231.1	266.3
Gas Spring	69.6	80.6
Powerise	59.9	79.6
Industrial	33.9	40.7
Swivel Chair	3.3	3.4
NAFTA	166.7	204.2
Gas Spring	49.0	53.6
Powerise	-	0.2
Industrial	6.1	6.6
Swivel Chair	0.1	0.1
Asia / Pacific and RoW	55.2	60.5
Total Gas Spring	219.7	241.3
Total Powerise	98.1	141.1
Total Industrial	113.9	127.0
Total Swivel Chair	21.3	21.6
Total	453.0	531.0

Q3 and 9M FY2016 adj. EBITDA by region (3M and 9M ended June 30, 2016)

Adj. EBITDA by region (€mm)
3 months ended Q3 FY	June 2015 Actual	June 2016 Actual
Europe	17.4	19.7
NAFTA	6.4	7.8
Asia / Pacific and RoW	3.8	4.1
Total	27.5	31.6

9 months ended 9M	June 2015 FY Actual	June 2016 Actual
Europe	46.4	54.8
NAFTA	22.4	28.2
Asia / Pacific and RoW	10.7	11.4
Total	79.4	94.3