Nemetschek SE

Quarterly Report • Oct 31, 2012

QUARTERLY STATEMENT AS OF SEPTEMBER 30

To our Shareholders

Tanja Tamara Dreilich, sole Executive Board member

Dear shareholders, ladies and gentlemen,

Despite a slight weakening of the European construction sector and a general deterioration of the economic environment, the third quarter of 2012 was successful for the Nemetschek Group. Group revenue climbed by 11 percent to EUR 43.3 million. The result before interest, taxes and depreciation (EBITDA) climbed in comparison by 6 percent to EUR 10.2 million. The EBITDA margin was 24 percent. The trend was supported by a continuing positive development in the internationalization of the company.

The positive developments in the third quarter, under the changed management, could not, however, compensate for the business development which lay below expectations in the first half year. In the first nine months Group revenue rose 8 percent to EUR 127.7 million. EBITDA rose in comparison by 2 percent to EUR 28.4 million. The EBITDA margin amounted to 22 percent.

The developments of the first half year still continue to place a heavy burden, even on the largest subsidiary of the Group, Nemetschek Allplan. In the third quarter the Executive Board analyzed the situation together with the new management of Allplan, as well as introducing initial steps towards raising profitability. These are already showing the first signs of success.

On the basis of a realistic scenario the Executive Board sticks to the outlook for the full year 2012 published in July 2012. According to this, revenue is expected to reach at least EUR 175 million with EBITDA at previous year's level. This comprises the costs of the steps planned for 2012 as part of the optimization of Allplan.

The personnel numbers of the Nemetschek Group developed as forecast. The number of employees at September 30 amounted to 1,233 compared to 1,173 in the prior year. Thereby, we grew above all in areas that will continue to drive the degree of innovation and the internationalization of our Group further in the future. We would be delighted if you would continue to back us as shareholders on our growth route in the future.

Yours sincerely

Tanja Tamara Dreilich

Price development of the Nemetschek share in comparison to the TecDAX (indexed)

Nemetschek on the Capital Market

AWARENESS ON THE CAPITAL MARKET FURTHER IMPROVED

Despite a market environment still burdened by issues related to the Euro crisis, the German stock market developed extremely well. At 7,479 points the DAX reached new peaks for the year towards the end of September. Nemetschek AG's share also developed positively and rose in the third quarter by 14.6 percent to €33.58.

This was above all due to an improved perception of Nemetschek by the capital markets. In addition to participating in three capital market conferences and numerous personal meetings with investors, the publication of three new studies additionally directed the attention of investors to the company. In their initial evaluations the Close Brothers Seydler Bank and the Baader Bank, as well as the Berenberg Bank, recommended the share as a "buy".

Price development of the Nemetschek Share from September 1, 2011 onwards

in million €	September 30, 2012	September 30, 2011	Change
Revenues	127.7	117.9	8%
EBITDA	28.4	27.9	2%
as % of revenue	22 %	24 %
EBIT	19.7	20.3	–3%
as % of revenue	15 %	17 %
Net income (group shares)	13.0	13.3	–2%
per share in €	1.35	1.38
Cash flow from operating activities	26.3	24.8	6%
Free Cash Flow	22.0	20.7	6%
Net cash *)	37.8	28.8	31%
Equity ratio *)	66%	64%
Headcount as of balance sheet date	1,233	1,173	5%

*) Presentation of previous year as of December 31, 2011

Interim Management Report

Report on the earnings, financial, and asset situation

STABLE develoPment in results

In the first nine months the Nemetschek Group increased revenues by 8% to EUR 127.7 million (previous year: EUR 117.9 million). The Group EBITDA amounted to EUR 28.4 million (previous year: EUR 27.9 million) which represents an operative margin of 22% (previous year: 24%). Net income for the year (group shares) amounted to EUR 13.0 million (previous year: EUR 13.3 million). The Nemetschek Group generated an operating cash flow of EUR 26.3 million (previous year: EUR 24.8 million).

LICENSE REVENUES CLIMB BY 9%

Revenues from foreign markets rose by 9 percent

In the first nine months license revenues rose by 9% to EUR 61.9 million (previous year: EUR 56.7 million). Thus, their share of total revenues is in line with the previous year at 48%. Revenues from maintenance contracts rose by 7% to EUR 59.1 million (previous year: EUR 55.3 million). In the foreign markets the Nemetschek Group generated revenues of EUR 77.0 million (previous year: EUR 70.5 million). This is equivalent to a growth rate of 9% (mainly in the USA and Asia). The share of revenues from overseas was thus the same as in the previous year (60%). Revenues within Germany increased by 7% to EUR 50.7 million (previous year: EUR 47.5 million).

GROWTH IN ALL SEGMENTS

In the Design segment the Group generated revenue growth of 9% to EUR 103.3 million (previous year: EUR 95.0 million). At EUR 19.5 million EBITDA was almost at the prior year level and represents an operative margin of 19% (previous year: 21%). The Multimedia business segment was able to increase its revenues by 6% from EUR 10.1 million to EUR 10.7 million, with an above-average EBITDA margin of 43% (previous year: 46%).

In the Build segment revenues rose by 5% to EUR 10.6 million (previous year: EUR 10.1 million). The EBITDA margin amounted to 36% (previous year: 33%). In the Manage segment revenues rose by 11% to EUR 3.0 million. The EBITDA increased from EUR 0.3 million to EUR 0.4 million and thus reached a margin of 12% (previous year: 10%).

EARNINGS PER SHARE AT EUR 1.35

Operating margin at 22 percent In the first nine months the Nemetschek Group achieved EBITDA of EUR 28.4 million (previous year: EUR 27.9 million). This represents an operating margin of 22% (previous year: 24%).

The operating expenses rose from EUR 100.1 million to EUR 111.0 million. This is mainly related to increased personnel expenses and other operating expenses in several group companies as part of initiated growth projects. Personnel expenses increased mainly due to the targeted increase of 60 employees (closing date September 30) from EUR 51.0 million to EUR 56.8 million. Other operating expenses rose from EUR 36.1 million to EUR 40.0 million, primarily due to increases in sales and marketing services as well as due to external services. Depreciation includes a one-off effect of EUR 1.0 million from the write-down of a financial asset resulting from the year 2011.

The Group tax rate amounted to 27% as in the previous year. The net income for the year (group shares) of EUR 13.0 million was slightly below that of the previous year (EUR 13.3 million). The earnings per share were thus EUR 1.35 (previous year: EUR 1.38).

OPERATING CASH FLOW HIGHER THAN PRIOR YEAR

In the first nine months the Nemetschek Group achieved an operating cash flow of EUR 26.3 million (previous year: EUR 24.8 million). The cash flow from investing activities of EUR – 4.4 million was above the prior year level (EUR – 4.0 million). The cash flow from financing activities amounting to EUR - 18.0 million (previous year: EUR – 19.7 million) primarily includes dividend distributions amounting to EUR 11.1 million as well as the repayment of the last installment of the bank loan amounting to EUR 4.7 million.

LIQUID FUNDS AT EUR 38 MILLION

After dividend payments and loan repayments amounting to EUR 15.8 million in total the liquid funds amounted to EUR 37.8 million (December 31, 2011: EUR 33.5 million).

Current assets increased by EUR 3.7 million to EUR 69.4 million (December 31, 2011: EUR 65.7 million) principally due to higher liquid funds. Non-current assets reduced as a result of scheduled amortization on assets from the purchase price allocation as well as from distribution by DocuWare AG and the write-down of a financial asset to EUR 92.1 million (December 31, 2011: EUR 96.7 million).

THE EQUITY RATIO AMOUNTS TO 66 PERCENT

Equity ratio at 66 percent The bank loan for the Graphisoft takeover was completely repaid in June 2012 and thus, Nemetschek has repaid capital totaling EUR 100 million within the last five and a half years. The deferred revenues increased by EUR 7.3 million to EUR 26.6 million in line with the maintenance fees invoiced. The balance sheet total was EUR 161.4 million as of September 30, 2012 (December 31, 2011: EUR 162.4 million). Equity amounted to EUR 106.6 million (December 31, 2011: EUR 103.7 million). Accordingly the equity ratio increased to 66% (December 31, 2011: 64%).

EVENTS AFTER THE END OF THE INTERIM REPORTING PERIOD

On October 19, 2012 by way of a board resolution the supervisory board of the Munich based Nemetschek AG has dismissed Tim Alexander Lüdke, who was the speaker of the management board, with immediate effect. Further, the supervisory board resolved to terminate the service agreement with Tim Alexander Lüdke with immediate effect; the duration of the service agreement would have been until December 31, 2014 without such termination. Furthermore, Mr Tim Alexander Lüdke resigned from his function as the CEO with immediate effect and terminated his service agreement with immediate effect. Nemetschek AG will be represented by the sole Executive Board member Ms Tanja Tamara Dreilich.

EMPLOYEES

At the reporting date September 30, 2012, the Nemetschek Group employed 1,233 staff (September 30, 2011: 1,173). The increase is due to the planned recruitment in several group companies.

REPORT ON SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

There are no significant changes compared to the disclosures in the consolidated financial statements as of December 31, 2011.

OPPORTUNITY AND RISK REPORt

With regard to the significant opportunities and risks for the prospective development of the Nemetschek Group we refer to the opportunities and risks described in the Group management report as of December 31, 2011. In the interim period there have been no material changes.

Consolidated Statement of Comprehensive Income

for the period from January 1 to September 30, 2012 and 2011

Statement of comprehensive income

Thousands of €	3rd Quarter 2012	3rd Quarter 2011	9 month 2012	9 month 2011
Revenues	43,258	38,840	127,661	117,937
Own work capitalized	392	231	1,165	714
Other operating income	427	1,013	1,844	1,801
Operating Income	44,077	40,084	130,670	120,452
Cost of materials / cost of purchased services	– 1,878	– 1,856	– 5,495	– 5,536
Personnel expenses	– 19,054	– 16,694	– 56,847	– 50,951
Depreciation of property, plant and equipment and amortization of intangible assets	– 3,095	– 2,530	– 8,664	– 7,543
thereof amortization of intangible assets due to purchase price allocation	– 1,763	– 1,763	– 5,288	– 5,288
Other operating expenses	– 12,947	– 11,953	– 39,977	– 36,090
Operating expenses	–36,974	–33,033	–110,983	–100,120
Operating results (EBIT)	7,103	7,051	19,687	20,332
Interest income	185	– 548	479	490
Interest expenses	– 393	– 409	– 1,157	– 1,363
Loss / Income from associates	125	17	43	65
Earnings before taxes	7,020	6,111	19,052	19,524
Income taxes	– 2,012	– 1,647	– 5,125	– 5,303
Net income for the year	5,008	4,464	13,927	14,221
Other comprehensive income:
Difference from currency translation	– 252	– 345	1,225	– 203
Total comprehensive income for the year	4,756	4,119	15,152	14,018
Net income for the year attributable to:
Equity holders of the parent	4,718	4,238	12,982	13,257
Minority interests	290	226	945	964
Net income for the year	5,008	4,464	13,927	14,221
Total comprehensive income for the year attributable to:
Equity holders of the parent	4,466	3,893	14,207	13,054
Minority interests	290	226	945	964
Total comprehensive income for the year	4,756	4,119	15,152	14,018
Earnings per share (undiluted) in euros	0.49	0.44	1.35	1.38
Earnings per share (diluted) in euros	0.49	0.44	1.35	1.38
Average number of shares outstanding (undiluted)	9,625,000	9,625,000	9,625,000	9,625,000
Average number of shares outstanding (diluted)	9,625,000	9,625,000	9,625,000	9,625,000

6

REPORT ON FORECASTS AND OTHER STATEMENTS ON PROSPECTIVE DEVELOPMENT

On the basis of a realistic scenario the Executive Board sticks to the outlook for the full year 2012 published in July 2012. According to this, revenue is expected to reach at least EUR 175 million with EBITDA at previous year's level. This comprises the costs of the steps planned for 2012 as part of the optimization of Allplan.

Notes to the Interim Financial Statements based on IFRS

The interim financial statements of the Nemetschek Group have been prepared in accordance with the International Financial Reporting Standards (IFRS), as required to be applied in the European Union, and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as well as of the Standing Interpretations Committee (SIC) . The above interim financial statements were prepared in accordance with the requirements of IAS 34 . The interim financial statements as of September 30, 2012 have not been audited and have not undergone an audit review. The same accounting policies and calculation methods are applied to the interim financial statements as for the consolidated financial statement dated December 31, 2011. Significant changes to the consolidated statement of financial position and consolidated statement of comprehensive income are detailed in the report on the earnings, financial and asset situation.

The group of companies consolidated is the same as at December 31, 2011 except for the following changes:

On February 7, 2012 the disposal of Graphisoft CAD Studio Kft., Budapest, Hungary was completed on its recording in the commercial register. There were no material effects on the consolidated financial statements.

Munich, October 2012 Tanja Tamara Dreilich Sole Executive Board member

Consolidated Statement of Financial Position

as of September 30, 2012 and December 31, 2011

Statement of financial position

ASSETS Thousands of €	September 30, 2012	December 31, 2011
Current assets
Cash and cash equivalents	37,771	33,501
Trade receivables, net	22,864	23,680
Inventories	802	667
Tax refunded claims for income taxes	1,755	1,363
Current financial assets	34	96
Other current assets	6,140	6,410
Current assets, total	69,366	65,717
Non-current assets
Property, plant and equipment	4,832	4,541
Intangible assets	32,346	36,226
Goodwill	52,731	52,728
Associates /investments	17	1,136
Deferred tax assets	1,243	1,214
Non-current financial assets	73	78
Other non-current assets	834	784
Non-current assets, total	92,076	96,707
Total assets	161,442	162,424

Equity and liabi lities Thousands of €	September 30, 2012	December 31, 2011
Current liabilities
Short-term loans and current portion of long-term loans	0	4,700
Trade payables	3,525	5,672
Provisions and accrued liabilities	12,753	14,157
Deferred revenue	26,563	19,220
Income tax liabilities	1,255	2,477
Other current liabilities	4,339	4,953
Current liabilities, total	48,435	51,179
Non-current liabilities
Deferred tax liabilities	1,567	2,459
Pensions and related obligations	988	814
Non-current financial obligations	3,016	3,372
Other non-current liabilities	848	887
Non-current liabilities, total	6,419	7,532
Equity
Subscribed capital	9,625	9,625
Capital reserve	41,360	41,360
Revenue reserve	52	52
Currency translation	– 3,357	– 4,582
Retained earnings	57,567	55,909
Equity (Group shares)	105,247	102,364
Minority interests	1,341	1,349
Equity, total	106,588	103,713
Total equity and liabilities	161,442	162,424

Consolidated Cash Flow Statement

for the period from January 1 to September 30, 2012 and 2011

2012 19,052	2011
	19,524
8,664	7,543
174	221
– 404	6
– 43	– 65
15	161
27,458	27,390
– 479	– 490
1,157	1,363
– 1,404	– 867
864	1,314
840	– 143
– 2,147	– 1,833
2,364	1,394
648	156
116	141
2,246	675
– 5,338	– 4,345
26,325	24,755
– 3,873	– 3,484
– 500	– 500
11	49
0	– 103
–4,362	–4,038
– 11,069	– 9,625
– 1,197	– 841
0	– 73
– 4,700	– 7,800
– 1,082	– 1,360
–18,048	–19,699
3,915	1,018
355	–296
33,501	30,634
37,771	31,356

Consolidated Segment Reporting

for the period from January 1 to September 30, 2012 and 2011

2012	Thousands of €	Total	Elimination	Design	Build	Manage	Multimedia
Revenue, external		127,661		103,301	10,608	3,012	10,740
Intersegment revenue		0	– 542	1	25	6	510
Total revenue		127,661	–542	103,302	10,633	3,018	11,250
EBITDA		28,351		19,526	3,816	366	4,643
	Depreciation/Amortization	– 8,664		– 8,163	– 180	– 46	– 275
(EBIT)	Segment Operating result	19,687		11,363	3,636	320	4,368
2011	Thousands of €	Total	Elimination	Design	Build	Manage	Multimedia
Revenue, external		117,937		95,034	10,074	2,704
Intersegment revenue		0	– 449	3	1	10	10,125 435
Total revenue		117,937	–449	95,037	10,075	2,714	10,560
EBITDA		27,875		19,639	3,322	272	4,642
	Depreciation/Amortization	– 7,543		– 7,262	– 107	– 30	– 144

Consolidated Statement of Changes in Equity

for the period from January 1 to September 30, 2012 and 2011

Statement of changes in equity

		Equity attributable to the parent company's shareholders
Thousands of €	Subscribed capital	Capital reserve	Revenue reserve	Currency translation	Retained earnings	Total	Minority interests	Total equity
As of January 1, 2011	9,625	41,420	52	–3,746	44,747	92,098	1,369	93,467
Difference from currency translation				– 203		– 203		– 203
Net income for the year					13,257	13,257	964	14,221
Total comprehensive income for the year	0	0	0	–203	13,257	13,054	964	14,018
Share purchase from minorities		– 60				– 60	– 13	– 73
Dividend payments minorities					– 15	– 15	– 826	– 841
Dividend payment					– 9,625	– 9,625		– 9,625
As of September 30, 2011	9,625	41,360	52	–3,949	48,364	95,452	1,494	96,946
As of January 1, 2012	9,625	41,360	52	–4,582	55,910	102,365	1,348	103,713
Difference from currency translation				1,225		1,225		1,225
Net income for the year					12,982	12,982	945	13,927
Total comprehensive income for the year	0	0	0	1,225	12,982	14,207	945	15,152
Share purchase from minorities						0	– 11	– 11
Dividend payments minorities					– 256	– 256	– 941	– 1,197
Dividend payment					– 11,069	– 11,069		– 11,069
As of September 30, 2012	9,625	41,360	52	–3,357	57,567	105,247	1,341	106,588

Financial Calendar 2012

Important Dates 2012

October 31, 2012	Publication Quarterly Statement 3/2012
November 14, 2012	German Equity Forum, Frankfurt / Main
November 15, 2012	Morgan Stanley Conference Barcelona
November 20, 2012	Roadshow Zurich
November 21, 2012	Roadshow Geneva
December 6, 2012	Berenberg Conference Pennyhill
December 12, 2012	Close Brothers Seydler Conference Geneva

Contact

Nemetschek AG, Munich Investor Relations, Konrad-Zuse-Platz 1, 81829 Munich

Contact: Ingo Middelmenne, Investor Relations Tel.: +49 89 92793-1216, Fax: +49 89 92793-4216, E-Mail: imiddelmenne@nemetschek.com NEMETSCHEK Aktiengesellschaft Konrad-Zuse-Platz 1 81829 Munich Tel. +49 89 92793-0 Fax +49 89 92793-5200 investorrelations@nemetschek.com www.nemetschek.com