Nemetschek SE — Investor Presentation 2016

Nov 21, 2016

NEMETSCHEK GROUP Company Presentation

November 2016

NEMETSCHEK GROUP: In Brief………………………….………………………………3
Trends & Strategy…………………………………………………………………………………8
Financials: Q3 / 9M 2016……………………………………………………………………14
NEMETSCHEK Share……………………………………………………………………25
Outlook: FY 2016.……………………………………. ………………………………………28
Appendix…………………………………………………………………….…………………	30
Contact………………………………………………………………………………………….35

Our Founder

Mission: "We drive digitalization and innovation for the entire life cycle of the AEC industry!"

Vision: Innovation driver and digital backbone of the AEC industry with strong global brands and customer proximity.

Responsibility: Prof. Nemetschek establishes the Nemetschek charitable foundation, supporting projects in the areas of education, science and research, arts and culture, the environment, international understanding and social projects.

Prof. Georg Nemetschek Founder and Member of the Supervisory Board of Nemetschek SE

The Philosophy of Nemetschek

We are a Group of industry leaders with a unique DNA and expertise in the AEC* industry.

All of our strong brands share the same mission:

"We are open and declare our support of Open BIM, a standard that allows maximum flexibility and a seamless collaboration of all the parties involved in the construction process so that quality is enhanced in construction in compliance with time and cost schedules."

* Architecture, Engineering, Construction

History: 50 Years of Innovation and Success

1963 Georg Nemetschek, a certified engineer, founds the "engineering firm for the construction industry"		1984 The first CAD solution ALLPLAN 1.0 appears on the market		2000 Acquisition: Vectorworks. Group headquarters move to new premises at the Munich Fair		2013 Acquisition: Data Design System		TODAY Globally leading software company in Open BIM* and 5D
	1980 Nemetschek presents the first computer-aided engineering software (CAE)		1998 Numerous acquisitions: Frilo, Glaser, Bausoftware, Crem		2006 Graphisoft become subsidiaries of the Nemetschek Group	and Scia	2015 Sale: Glaser

SPIRIT OF INVENTION INTERNATIONALIZATION INNOVATION DRIVER

1983 Internationalization begins in Austria and Switzerland

1999

IPO of Nemetschek. Acquisitions: Maxon, Auer

2008

Founding of Allplan GmbH (formerly Nemetschek Allplan Systems GmbH)

2016

Acquisitions: Solibri and Design Data. Conversion of Nemetschek AG into an SE.

1968

The first use of computers in the construction industry

1997 Nemetschek presents the database-driven platform O.P.E.N. – known today as BIM*

2005

Founding of Precast Software Engineering (formerly Nemetschek Engineering)

2014

Acquisition: Bluebeam Software. Investment in the start-up Sablono GmbH

* Building Information Modeling

Nemetschek at a Glance

Facts and figures

• 50 years of innovation, founded in 1963 and headquartered in Munich, Germany

• Open BIM pioneer and 5D provider with software solutions for the AEC* and media industry
• 13 strong brands
• 285.3 mEUR sales revenues (2015)
• 2.1 million users in 142 countries
• 1,900 employees worldwide

• 50 locations in more than 40 countries

• IPO 1999, listed in the TecDax
• 2.1 billion EUR market capitalization

Decentralized Strong Brands under One Umbrella

• Nemetschek covers the complete value chain in the AEC & Media industry
• Entrepreneurial brands: Industry leaders with a unique DNA, expertise and customer orientation
• Attractive set-up for potential targets

Trends & Strategy

AEC Industry in Transition

Mega Trend Digitalization – Entering The Industries

Source: TOP 500 survey 2014 / Accenture

IT Spending as a % of Revenue by Industry (2015)

Source: IT Key Metrics 'Data 2015

BIM Market Size and Growth

BIM Market by Region 2015

BIM Market Size 2015/2020

\$ Market Size 2015

CAGR 2015 - 2020

Source: BIM Market, Global Trends and Forecasts (2015-2020) Markets and Markets

Status of Current BIM Regulations and Use

Source: HSBC, Kepler Cheuvreux

National UK BIM Report survey on future use of BIM

Financials: Q3 / 9M 2016

Nemetschek Group Highlights for Q3|9M 2016 (1)

Continued revenue growth in Q3		After a extremely strong Q2, revenue growth continued in Q3 New record level in first nine months Revenues Q3: increase by 18.5% to 83.9 mEUR (organic growth of 14.9%) Revenues 9M: up by 19.2% to 245.4 mEUR (organic growth of 17.1%)
Strong revenue increase abroad		Revenues abroad increased by 20.7% to 166.0 mEUR (Americas, Asia, Nordics) Revenues share outside of Germany at 68%, Americas at 26% Germany showed also strong growth with 16.1% to 79.4 mEUR
Double-digit growth in license and recurring revenues		Software licenses up by 20.9% to 129.0 mEUR Recurring revenues also in growth mode with 16.1% to 104.3 mEUR Share of recurring revenues at 42.5%
Positive one-time effect		One-time gain of +1.9 mEUR in Q2 in other operating income from a legal dispute with a former member of the Executive Board
Profitability increased significantly		Q3 EBITDA: up by 24.9% to 21.0 mEUR, EBITDA margin of 25.1% EBITDA: up by 34.8% to 66.6 mEUR, EBITDA margin of 27.1% 9M 9M EBITDA w/o one-time effect: up by 30.9% to 64.7 mEUR, EBITDA margin of 26.4% No activation of development costs - no effects on expenses and earnings

Nemetschek Group Highlights for Q3|9M 2016 (2)

Significant growth of net income and EPS		Q3 Net income: strong growth of 38.9% to 12.1 mEUR, EPS at 0.31 EUR Net income: up by 49.9% to 36.3 mEUR, EPS at 0.94 EUR 9M 9M Net income w/o one-time effect: up by 44.4% to 34.9 mEUR, EPS at 0.91 EUR
Net income w/o PPA		9M Net income w/o PPA: up by 43.0% to 42.3 mEUR, EPS at 1.10 EUR 9M Net income w/o PPA and w/o one-time effect: up by 38.5% to 40.9 mEUR, EPS at 1.06 EUR
High cash generation and solid balance sheet		Cash flow from operating activities: up by 32.1% to 64.5 mEUR Conversion rate at high 96.9% Cash at 103.0 mEUR and net liquidity at 0.2 mEUR Equity ratio of 41.4% - leeway for further investments / acquisitions
Increased guidance for FY 2016 confirmed		New record levels of revenues and EBITDA are expected Guidance increased at the beginning of October: Revenue target range: 338 - 341 mEUR, increase of +18% - 20% YoY (former revenue target: 319 - 325 mEUR, +12% - 14%) EBITDA target range (w/o positive one-time effect): 89 - 91 mEUR (+28% - 31%) (former EBITDA target: 77 - 80 mEUR)

Dynamic Growth Continued

Revenues in mEUR

Q3: Organic growth of 14.9% yoy 9M: Organic growth of 17.1%

9M 2015 9M 2016

204,0

205,9

245,4

Solibri and Design Data contributed around 4.6 mEUR

International Growth In Focus, More than 50 Locations

Both Licenses and Recurring Revenues Shows Double-Digit Growth

Revenues split 9M 2016 in %

Software license revenues

• Up by 20.9% to 129.0 mEUR
• New customers wins
• Increasing customer base
• Consequently recurring revenues will follow

Recurring revenues*

• Up by 16.1% to 104.3 mEUR
• Share of 42.5% leads to higher visibility

* Software services, rental models (subscription, SaaS)

EBITDA Increased Stronger than Revenues

EBITDA in mEUR

* EBITDA w/o 1.9 mEUR positive one-time effect

EBITDA is shown with and w/o the positive one-time effect of 1.9 mEUR occurred in Q2

EBITDA margin improved significantly

Net Income and EPS Showed Significant Growth

* Net income and EPS w/o 1.9 mEUR positive one-time effect

Net Income and EPS w/o PPA

* Net income and EPS w/o 1.9 mEUR positive one-time effect

AEC Segments with Double-Digit Growth Rates

Design Growth path continued EBITDA margin improved significantly by 4pp	Build Revenue growth of 42.6% Inorganic effect of Solibri and Design Data (~4.6 mEUR) Organic growth of 33% Stable profitability	Manage High revenue growth rate with 19.4% EBITDA margin improved year on year	Media & Entertainment Solid revenue growth of 8.3% Planned investments have impact on margins

Cash Flow Situation

in mEUR

** Operating cash flow / EBITDA

EBITDA

+34.8% yoy

Operating cash flow

Increase of 32.1% yoy

Investing cash flow

• Capex of 5.7 mEUR
• Acquisition of Design Data of 40.4 mEUR

Cash flow from financing activities

• Repayment of bank loan (-15.7 mEUR)
• Dividend payment (-19.3 mEUR)
• Bank loan for Design Data (+38.0 mEUR)

Conversion rate**

96.9% (previous year: 98.9%)

NEMETSCHEK Shares

Visualization of the planned Santiago Bemabéu Stadium, Madrid, Spain Architects: gmp, Hamburg, Germany

Stable Shareholder Structure

• Founded: in 1963
• IPO: March 10, 1999
• Number of shares: 38,500,000
• Frankfurt Stock Exchange, Prime Standard
• Bloomberg: NEM GY, Reuters: NEKG.DE
• Shares Nemetschek family: 53.57%
• Freefloat: 46.43 percent
• Current MarketCap: ~ 2.1 billion EUR
• Current TecDAX Ranking: 13/20

Shares of Nemetschek family pooled: secures stable shareholder structure for well-being of NEMETSCHEK GROUP in the future

Share Price Increased Stronger than TecDAX and DAX

32 35 38 41 44 47 50 53 56 59 01.2016 02.2016 03.2016 04.2016 05.2016 06.2016 07.2016 08.2016 09.2016 10.2016 11.2016 Nemetschek TecDAX DAX

Time	Nemetschek	TecDAX	Dax
Year 2013	+52%	+38%	+23%
Year 2014	+66%	+18%	+3%
Year 2015	+120%	+34%	+10%
YTD 2016	+17%	-4%	+4%

Outlook: FY 2016

Ralph Rieger, visualservices, Hamburg

Outlook 2016: Increased Revenue and EBITDA Guidance Confirmed

Current situation	Strong basis due to the strong 9-month figures
Market conditions	Digitalization and IT spending will drive the use of software solutions in the AEC market BIM market is expected to grow at a remarkable rate owing to supportive government regulations mandating the adoption of BIM software for construction projects
Strategic market positioning	Clear focus on AEC market Leading player of Open BIM solutions Strong and independent global brands
Growth potential/ Investments	Focus on internationalization (North America, Asia, Europe) Investments in new markets, customer segments, sales & marketing Strategically co-operations & acquisitions Healthy balance sheet - capable of investing in organic and in inorganic growth
Guidance 2016 increased	Increase of guidance at the beginning of October 2016 Expect record levels in revenues and EBITDA

in mEUR FY 2015		Increased Forecast FY 2016 (Oct 2016)	Former Forecast FY 2016 (Mar 2016)
Revenues	285.3	338 - 341 (+18% - 20%)	319 - 325 (+12% - 14%)
EBITDA	69.5	89 - 91	77 - 80

P+L Statement Q3 Comparison

mEUR	Q3 2016	Q3 2015	% YoY	9M 2016	9M 2015	% YoY
Revenues	83.9	70.7	+18.5%	245.4	205.9	+19.2%
Own work capitalized/other operating income	1,0	0,7	+34.0%	5.6	3.6	+55.6%
Operating income	84.8	71.5	+18.7%	251.0	209.5	+19.8%
Cost of materials/ purchased services	-2.9	-2.5	+17.6%	-8.0	-6.9	+14.6%
Personnel expenses	-38.5	-32.3	+19.2%	-109.7	-93.2	+17.7%
Other operating expenses	-22.4	-19.9	+12.7%	-66.7	-60.0	+11.3%
Operating costs	-63.8	-54.6	+16.8%	-184.4	-160.1	+15.2%
EBITDA	21.0	16.8	+24.9%	66.6	49.4	+34.8%
Margin	25.1%	23.8%		27.1%	24.0%
EBITDA (w/o one-time effect)	21.0	16.8	+24,9%	64.7	49.4	+30.9%
Margin (w/o one-time effect)	25.1%	23.8%		26.4%	24.0%
Depreciation of PPA and amortization	-4.7	-4.2	+11.8%	-13.6	-12.5	+8.6%
t/o PPA	-2.9	-2.5	+13.2%	-8.3	-7.6	+8.6%
EBITA (normalized EBIT)	19.2	15.1	+26.6%	61.3	44.5	+37.7%
EBIT	16.3	12.6	+29.3%	53.0	36.9	+43.6%
Financial result	-0.2	-0.2		-0.7	-0.2
EBT	16.1	12.5	+29.3%	52.4	36.7	+42.9%
Income taxes	-3.7	-3.4	+7.1%	-14.7	-11.4	+29.0%
Non-controlling interests	0.3	0.3	+5.1%	1.4	1.2	+23.3%
Net income (group shares)	12.1	8.7	+38.9%	36.3	24.2	+49.9%
EPS in EUR	0.31	0.23	+38.9%	0.94	0.63	+49.9%
Net income (group shares w/o one-time effect)	12.1	8.7	+38.9%	34.9	24.2	+44.4%
EPS in EUR (w/o one-time effect)	0.31	0.23	+38.9%	0.91	0.63	+44.4%

mEUR	September 30, 2016	December 31, 2015
ASSETS
Cash and cash equivalents	103.0	84.0
Trade receivables, net	36.9	29.6
Inventories	0.6	0.5
Other current assets	14.2	11.8
Current assets, total	154.8	125.9
Property, plant and equipment	13.9	13.8
Intangible assets	104.0	100.8
Goodwill	163.2	134.9
Other non-current assets	4.5	4.1
Non-current assets, total	285.6	253.6
Total assets	440.4	379.5

Balance Sheet – Equity and Liabilities

mEUR	September 30, 2016	December 31, 2015
EQUITY AND LIABILITIES
Short-term borrowings and current portion of long-term loans	26.1	18.6
Trade payables & accrued liabilities	35.1	32.2
Deferred revenue	57.6	42.0
Other current assets	17.9	11.4
Current liabilities, total	136.7	104.1
Long-term borrowings without current portion	76.7	62.1
Deferred tax liabilities	23.7	24.3
Other non-current liabilities	20.7	22.1
Non-current liabilities, total	121.1	108.5
Subscribed capital and capital reserve	51.0	51.0
Retained earnings	133.1	116.3
Other comprehensive income	-3.8	-2.5
Non-controlling interests	2.2	2.1
Equity, total	182.5	166.9
Total equity and liabilities	440.4	379.5

mEUR	September 30, 2016	September 30, 2015	% YoY
Cash and cash equivalents at the beginning of the period	84.0	57.0	+47.4%
Cash flow from operating activities	64.5	48.8	+32.1%
Cash flow from investing activities	-45.8	-8.0	+472.2%
t/o CapEX	-5.7	-5.7	-0.4%
t/o Cash paid for business combinations	-40.4	-2.4
Cash flow from financing activities	1.2	-28.5	-104.3%
t/o Dividend payments	-19.3	-15.4	+25.0%
t/o Repayments of borrowings	-15.7	-9.0
t/o Cash received from bank loans	38.0	0.0
FX-effects	-0.9	2.2
Cash and cash equivalents at the end of the period	103.0	71.5	+44.1%
Free cash flow(1)	18.7	40.8	-54.1%

(1) Operating cash flow – Investing cash flow

Contact

NEMETSCHEK SE Investor Relations Konrad-Zuse-Platz 1 D-81829 Munich Germany investorrelations@nemetschek.com www.nemetschek.com

Disclaimer

This presentation contains forward-looking statements based on the beliefs of Nemetschek SE management. Such statements reflect current views of Nemetschek SE with respect to future events and results and are subject to risks and uncertainties. Actual results may vary materially from those projected here, due to factors including changes in general economic and business conditions, changes in currency exchange, the introduction of competing products, lack of market acceptance of new products, services or technologies and changes in business strategy. Nemetschek SE does not intend or assume any obligation to update these forward-looking statements.