HENSOLDT

ESG Closing – Analyst & Investor Presentation Taufkirchen, 4th of April 2024

Christian Ladurner, CFO

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Certain financial information including financial information as of and for the FY period ended December 31, 2023 is unaudited. The report is denominated in Euro (€). All amounts in this report are rounded to million or billion Euros. Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. This presentation contains certain supplemental financial or operative measures that are not calculated in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") or any other generally accepted accounting principles, and are therefore considered non-GAAP measures. We believe that such non-GAAP measures, when considered in conjunction with (but not in lieu of) other measures that are computed in accordance with IFRS, enhance the understanding of our business, results of operations, financial position or cash flows. There are, however, material limitations associated with the use of non-GAAP measures including (without limitation) the limitations inherent in the determination of relevant adjustments. The non-GAAP measures used by us may differ from, and may not be comparable to, similarly-titled measures used by other companies.

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This presentation may contain forward-looking statements about HENSOLDT and its businesses, including statements concerning its strategies, future growth potential of markets and products, profitability in specific areas, future product portfolio, and development of and competition in economics and markets. These statements are based on the current views, expectations, assumptions and information of management, and are based on information currently available to management. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods.

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Acquisition of ESG successfully closed Economic terms unchanged

− Full year 2023 targets achieved: − Revenue of ~€330m(3) High growth company − EBITDA margin of ~14%(3) − Low double-digit annual revenue growth for short and medium term − Attractive value creation(5) − EPS accretive by year 2 including cost synergies only and double-digit accretive by year 4 including cost and revenue synergies − ROIC(6) above WACC by year 4 including cost synergies only and by year 3 including cost and revenue synergies − Capital increase from authorized capital of 10% of the current share capital successfully executed in December 2023 − Remainder financed by new debt Prudent financing − The Federal Republic of Germany(7) participated in the capital increase(8)	Transaction terms	− 100% of ESG for an enterprise value ("EV") of €675m(1) confirmed plus an earn-out of up to €55m(2) − Significant increase of defence multiples between signing and closing

		Accretive to revenue growth and FCF(4) generation with significant cost (~€19m run-rate EBITDA impact by 2028) and revenue synergies
− 2024 pro forma net leverage expected to be ~2x(9)

(1) Including net cash of ~€85m, pensions of ~€80m and IFRS 16 leases of ~€85m

(2) Earn-out based on specific performance targets to 31 December 2024
(3) Pro-forma, Including IFRS adjustment on revenue recognition
(4) FCF excluding certain special items as well as M&A activities

(5) Financial impact based on EV including earn-out of €55m; Year 'n' means nth full year after expected closing [ie Year 1 is 2025]

(6) ROIC = Taxed EBIT divided by EV

(7) Indirectly acting through Kreditanstalt für Wiederaufbau (KfW)

(8) Pro rata to their shareholding quota

(9) Net leverage including earn-out of €55m and lease liabilities. Excludes pensions

Compelling strategic rationale: ESG provides complete solutions and deepens our lifecycle services offering

Selected platforms

	Fixed Wing Aircraft		Aviation Systems		Helicopter		Land		Sea	Cyber

Main ESG offering	F-35 Lightning II	P-8 Poseidon	NEOS – Multi Domain	FCAS Sensor Pillar	MAWS	STH Chinook	SuZ Helicopters	IAD / Arrow 3	Counter-UAS	F123	CESMO
Concept development/ R&D
Software engineering/ System integration
Training/ Logistics/ Maintenance

Note: Selected platforms: NEOS (Network Enabled Operations Support), FCAS (Future Combat Air System), MAWS (Maritime Airborne Warfare System), STH (Schwerer Transporthubschrauber), SuZ (Systemunterstützungszentrum), IAD (Integrated Air Defence), UAS (Unmanned Air Systems), CESMO (Cooperative Electronic Support Measure Operations)

PMI timeline & key design choices

Revenue & cost synergies support strong value creation

Updated guidance 2024

	Organic	ESG(5)	Combined
Book-to-bill ratio	1.1 - 1.2x	Orders to grow faster than revenues	1.1 - 1.2x
Revenue growth(1)	~2 bn€ with stronger growth in core revenue excl. pass-through	~300 m€	~2.3 bn€ with stronger growth in core revenue excl. pass-through
Adjusted EBITDA margin(2)	19% - 20% before pass-through revenue	~14%	18% - 19% before pass-through revenue
Adjusted FCF(3)	~50% conversion on adjusted EBITDA	Minor contribution due to strong Q1	~50% average conversion on adjusted EBITDA
Net leverage(4)			~2.0x
Dividend	30% - 40% of adjusted net income		30% - 40% of adjusted net income

(1) Average share of pass-through revenue of total revenue was ~9% between 2020A and 2023A; pass-through share of total revenue is expected to be in the mid single-digit percentage range between 2024E and 2026E. (2) Adjusted EBITDA margin excluding certain special items relating to transaction costs, OneSAPnow-related special items and other special items. (3) Adjusted Free Cash Flow is defined as free cash flow excluding certain special items as well as M&A activities. (4) Net leverage includes lease liabilities, but excludes pensions. (5) Consolidated as of April 2nd 2024 (9 months contribution).

Updated guidance 2025

	Organic	ESG	Combined
Book-to-bill ratio	Orders to grow significantly faster than revenues	Orders to grow faster than revenues	Orders to grow significantly faster than revenues
Revenue growth(1)	10% average annual growth	~400 m€	low double-digit growth average annual growth
Adjusted EBITDA margin(2)	19% - 20% before pass-through revenue	~14%	18% - 19% before pass-through revenue
Adjusted FCF(3)	50% - 60% average conversion on adjusted EBITDA	~50% average conversion on adjusted EBITDA	50% - 60% average conversion on adjusted EBITDA
Net leverage(4)			~ 1.6x
Dividend	30% - 40% of adjusted net income		30% - 40% of adjusted net income

(1) Average share of pass-through revenue of total revenue was ~9% between 2020A and 2023E; pass-through share of total revenue is expected to be in the mid single-digit percentage range between 2024E and 2026E. (2) Adjusted EBITDA margin excluding certain special items relating to transaction costs, OneSAPnow-related special items and other special items. (3) Adjusted Free Cash Flow is defined as free cash flow excluding certain special items as well as M&A activities. (4) Net leverage includes lease liabilities, but excludes pensions.

Updated medium term guidance

	Organic medium term target	Combined medium term target
Order intake	Orders to grow significantly faster than revenue	Orders to grow significantly faster than revenue
Revenue growth(1)	10% average annual growth	10% average annual growth
Adjusted EBITDA margin(2)	19% - 20% before pass-through revenue	>19% before pass-through revenue
Adjusted FCF(3)	50% - 60% average conversion on adjusted EBITDA	50% - 60% average conversion on adjusted EBITDA
Net leverage(4)	Net leverage to further decline	Further declining
Dividend	30 - 40% of adjusted net income	30 - 40% of adjusted net income