Nemetschek SE — Investor Presentation 2016

Sep 7, 2016

NEMETSCHEK GROUP Company Presentation

September 2016

NEMETSCHEK GROUP: In Brief………………………….………………………………3
Trends & Strategy…………………………………………………………………………………8
Financials: Q2 / HY 2016……………………………………………………………………12
NEMETSCHEK Share……………………………………………………………………24
Outlook: FY 2016.……………………………………. ………………………………………27
Appendix…………………………………………………………………….…………………	29
Contact………………………………………………………………………………………….34

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
• 1,800 employees worldwide

• 50 locations in more than 40 countries

• IPO 1999, listed in the TecDax
• 2.0 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

8

Facade: NBK Keramik GmbH | Image: Andreas Lechtape | realized with Allplan

Mega Trend Digitalization – Entering The Industries

Source: TOP 500 survey 2014 / Accenture

AEC Industry in Transition

BIM 5D – In Scope, In Time, In Budget

As a BIM pioneer and 5D provider the NEMETSCHEK GROUP stands for an open approach and supports collaboration and seamless data transfer through the complete value chain in the building process

Nemetschek Group Highlights for Q2|H1 2016 (1)

Revenue growth accelerated in Q2		Dynamic development continued with record levels in Q2 and first half Revenues Q2: increase by 22.2% to 83.8 mEUR (organic growth of 20.9%) H1: up by 19.5% to 161.5 mEUR (organic growth of 18.3%) Revenues
Strong revenue increase abroad		Revenues abroad increased by 22.0% to 109.7 mEUR Revenues share outside of Germany at 68%, Americas at 25.0% Further focus on global expansion (Asia and Americas)
Double-digit growth in license and recurring revenues		Software licenses showed growth 21.9% to 85.8 mEUR License revenue share of 53.1% Recurring revenues also in growth mode with 16.1% to 67.7 mEUR
Positive one-time effect		One-time gain of +1.9mEUR in other operating income from a legal dispute with a former member of the Executive Board
Profitability increased significantly		Q2 EBITDA: up by 61.5% to 24.6 mEUR, EBITDA margin of 29.3% effect: up by 49.0% to 22.7 mEUR, EBITDA margin of 27.1% Q2 EBITDA w/o one-time H1 EBITDA: up by 39.9% to 45.6 mEUR, EBITDA margin of 28.2% EBITDA w/o one-time effect: up by 34.1% to 43.7 mEUR, EBITDA margin of 27.0% H1 No activation of development costs - no effects on expenses and earnings

Nemetschek Group Highlights for Q2|H1 2016 (2)

Significant growth of net income and EPS	Net income: strong growth of 85.1% to 13.1 mEUR. EPS at 0.34 EUR Q2 Q2 Net income w/o one-time effect: up by 66.3% to 11.8 mEUR, EPS at 0.31 EUR Net income: up by 56.1% to 24.2 mEUR, EPS at 0.63 EUR H1 Net income w/o one-time effect: up by 47.5% to 22.9 mEUR, EPS at 0.59 EUR H1
Net income w/o PPA	H1 net income w/o PPA: up by 47.1% to 28.0 mEUR, EPS at 0.73 EUR H1 net income w/o PPA and w/o one-time effect: up by 40.1% to EPS at 0.69 EUR	26.7 mEUR,
Solid balance sheet	after the AGM 2016 on May 20th Dividend payment of 19.25 mEUR Cash at 84.9 mEUR and net liquidity at 13.5 mEUR Equity ratio of 44.0% - leeway for further investments / acquisitions
Optimistic outlook: Upper end of guidance	H1 is a very strong basis for FY 2016 New record levels of revenues and EBITDA are expected in FY 2016 Outlook now confirmed at upper end of revenue and EBITDA range (w/o acquisition): Revenue target range of 319-325 mEUR, up by +12%-14% (thereof organic: +11%-13%) EBITDA target range of 77-80 mEUR
Acquisition of Design Data	Acquisition of a leading US provider of BIM 3D modeling software for steel structures Perfect fit to close the gap as a multi-material software supplier for concrete and steel Increase revenue share and BIM image in the US Set the structure for Design Data to grow in Europe

Top news: Acquisition of Design Data

Facts	Based in Lincoln/Nebraska, USA With 65 employees Design Data serves 4,000 customers  Revenues (last 12 months): approximately 10 mUSD Purchase price: 46.4 mUSD, plus earn-out component of 2.5 mUSD Payment via bank loan of 42 mUSD and cash reserves
USP	Leading provider of BIM software solutions for the structural steel detailing industry  Flagship product "SDS/2 Detailing" offers highest level of automation and intelligence available on the market
Strategic fit	Filling the last gap in the solution portfolio with the engineering detailing software for steel Nemetschek rounds off its competence as a multi-material provider (steel and concrete)  International market presence and US image as an Open BIM provider will significantly increase At the same time Design Data will profit in Europe where Nemetschek has already a leading market position with its engineering solution for concrete construction

Accelerated Revenue Growth in the Second Quarter

in mEUR

Organic growth of high 20.9% yoy Organic growth of 18.3%

Solibri contributed around 2 mEUR

International Growth In Focus, More than 50 Locations

Licenses and Recurring Revenues Shows Double-Digit Growth

Software license revenues

• Up by 21.9% to 85.8 mEUR
• New customers wins
• Increasing customer base
• Consequently recurring revenues will follow

Recurring revenues*

• Up by 16.1% to 67.7 mEUR
• Increasing visibility

* Software services, rental models (subscription, SaaS)

EBITDA Increased Stronger than Revenues

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

EBITDA margin improved significantly

Net Income and EPS Showed Significant Growth

Change

Net Income and EPS w/o PPA

19,1 26,7 28,0 Change +40.1% H1 2015 H1 2016 +47.1% EPS w/o PPA in EUR 0,50 0,69 0,73 +40.1% H1 2015 H1 2016 Net income w/o PPA in mEUR * Net income and EPS w/o 1.9 mEUR positive one-time effect * *

+47.1%

All Segments with Two-Digit Growth Rates

Design	Build	Manage	Media & Entertainment
Two-digit revenue growth in Q2	Growth of 41% in Q1 continued	Strong growth in Q2 with 28%	Growth of 27% in Q2 because
with 16%	in Q2	EBITDA margin improved year	of 30th anniversary edition
EBITDA margin improved	Inorganic effect of Solibri	on year	Planned investments have
significantly	around 2 mEUR		impact on margins
	Organic growth of 35%

Cash Flow Situation

in mEUR

EBITDA

+39.9% yoy

Operating cash flow

• Adjusted operating cash flow: 40.0 mEUR, that corresponds to an increase of 17.9% yoy
• One-time effects of 3.5 mEUR in trade receivables and 1.9 mEUR in other assets

Investing cash flow

Capex of 3.2 mEUR

Cash flow from financing activities

• Repayment of bank loan (-9.2 mEUR)
• Dividend payment (-19.25 mEUR)

Conversion rate***

• 76% (previous year: 104%)
• Adjusted conversion rate (w/o one-time effects: 1.9 mEUR and 3.5 mEUR): 88%
• * Adjusted operating cash flow due to one-time effects of 3.5 mEUR resulting from later payments (July 2016) of customers compared to previous year and 1.9 mEUR from legal dispute)
• ** End of FY 2015
• *** Operating cash flow / EBITDA

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: ~ 2.0 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

Nemetschek TecDAX DAX

Time	Nemetschek	TecDAX	Dax
Year 2013	+52%	+38%	+23%
Year 2014	+66%	+18%	+3%
Year 2015	+120%	+34%	+10%
YTD 2016	+20%	-2%	+4%

Outlook: FY 2016

Ralph Rieger, visualservices, Hamburg

Optimistic Outlook 2016: Guidance now Confirmed at Upper End

Current situation	Strong basis due to the strong H1 figures
Market conditions	Robust development of construction markets Additional growth coming from BIM regulations and trends such as Open BIM, 5D, collaboration, platform technologies, mobile solutions etc.
Strategic market positioning	Clear focus on AEC market Leading in Open BIM solutions Strong and independent global brands
Growth potential/ Investments	Focus on internationalization (North/Latin 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 confirmed at upper end	Optimistic outlook for the second half of 2016 Expect record levels in revenues and EBITDA Upper end of the guidance will be achieved

in mEUR	FY 2015	Forecast 2016*	Organic
Revenues	285.3	319 - 325 (+12%-14%)	+11%-13%
EBITDA	69.5	77 - 80	-

* USD/EUR plan rate: 1.11

Barco's "One Campus", Kortrijk, Belgium

Establis | realized with SCIA

P+L Statement Q2 / H1 2016 Comparison

mEUR	Q2 2016	Q2 2015	% YoY	HY 2016	HY 2015	% YoY
Revenues	83.8	68.6	+22.2%	161.5	135.2	+19.5%
Own work capitalized/other operating income	3.5	0.7	+435.9%	4.6	2.9	+61.0%
Operating income	87.3	69.3	+26.0%	166.1	138.1	+20.4%
Cost of materials/ purchased services	-2.6	-2.5	+7.7%	-5.0	-4.5	+12.9%
Personnel expenses	-36.2	-30.9	+17.1%	-71.2	-60.9	+16.9%
Other operating expenses	-23.9	-20.7	+15.5%	-44.3	-40.1	+10.5%
Operating costs	-62.7	-54.0	+16.1%	-120.6	-105.5	+14.3%
EBITDA	24.6	15.2	+61.5%	45.6	32.6	+39.9%
Margin	29.3%	22.2%		28.2%	24.1%
EBITDA (w/o one-time effect)	22.7	15.2	+49.0%	43.7	32.6	+34.1%
Margin (w/o one-time effect)	27.1%	22.2%		27.0%	24.1%
Depreciation of PPA and amortization	-4.4	-4.1	+7.1%	-8.8	-8.3	+7.0%
t/o PPA	-2.7	-2.5	+6.6%	-5.4	-5.1	+6.3%
EBITA (normalized EBIT)	22.9	13.6	+67.7%	42.1	29.4	+43.4%
EBIT	20.2	11.1	+81.6%	36.8	24.3	+51.1%
Financial result	-0.3	-0.1		-0.5	0.0
EBT	19.9	11.0	+80.7%	36.3	24.3	+49.9%
Income taxes	-6.2	-3.6	+74.6%	-11.0	-7.9	+38.5%
Non-controlling interests	0.6	0.4	+56.9%	1.1	0.8	+30.6%
Net income (group shares)	13.1	7.1	+85.1%	24.2	15.5	+56.1%
EPS in EUR	0.34	0.18	+85.1%	0.63	0.40	+56.1%
Net income (group shares w/o one-time effect)	11.8	7.1	+66.3%	22.9	15.5	+47.5%
EPS in EUR (w/o one-time effect)	0.31	0.18	+66.3%	0.59	0.40	+47.5%

mEUR	June 30, 2016	December 31, 2015
ASSETS
Cash and cash equivalents	84.9	84.0
Trade receivables, net	37.3	29.6
Inventories	0.6	0.5
Other current assets	16.8	11.8
Current assets, total	139.6	125.9
Property, plant and equipment	13.9	13.8
Intangible assets	93.7	100.8
Goodwill	133.5	134.9
Other non-current assets	4.7	4.1
Non-current assets, total	245.8	253.6
Total assets	385.4	379.5

Balance Sheet – Equity and Liabilities

mEUR	June 30, 2016	December 31, 2015
EQUITY AND LIABILITIES
Short-term borrowings and current portion of long-term loans	18.5	18.6
Trade payables & accrued liabilities	29.2	32.2
Deferred revenue	53.5	42.0
Other current assets	17.5	11.4
Current liabilities, total	118.6	104.1
Long-term borrowings without current portion	53.0	62.1
Deferred tax liabilities	23.9	24.3
Other non-current liabilities	20.3	22.1
Non-current liabilities, total	97.2	108.5
Subscribed capital and capital reserve	51.0	51.0
Retained earnings	121.2	116.3
Other comprehensive income	-4.6	-2.5
Non-controlling interests	1.9	2.1
Equity, total	169.5	166.9
Total equity and liabilities	385.4	379.5

mEUR	June 30, 2016	June 30, 2015	% YoY
Cash and cash equivalents at the beginning of the period	84.0	57.0	+47.4%
Cash flow from operating activities	34.6	34.0	+2.0%
Cash flow from investing activities	-3.0	-4.0	-25.5%
t/o CapEX	-3.2	-2.6	+25.1%
t/o Payments for acquisition of non-controlling interests	0	-1.6
Cash flow from financing activities	-30.1	-24.7	+21.7%
t/o Dividend payments	-19.3	-15.4	+25.0%
t/o Repayments of borrowings	-9.2	-6.0
FX-effects	-0.6	2.8
Cash and cash equivalents at the end of the period	84.9	65.0	+30.7%
Free cash flow(1)	31.6	29.9	+5.7%

(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.