Nemetschek SE — Investor Presentation 2017

May 15, 2017

NEMETSCHEK GROUP Company Presentation

May 2017

NEMETSCHEK GROUP: In Brief………………………….………………………………3
Trends & Strategy…………………………………………………………………………………8
Financials: Q1 2017……………………………………………………………………14
NEMETSCHEK Share……………………………………………………….……………24
Outlook: FY 2017.…………………………………….…………………….……………………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

4

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	2016 Acquisitions: Solibri Design Data. into a SE.	and Conversion of Nemetschek AG

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)

2017 Acquisition: dRofus

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

5

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
• 14 strong brands
• 337.3 mEUR sales revenues (2016)
• 2.3 million users in 142 countries
• About 2,000 employees worldwide
• 60 locations in more than 40 countries
• IPO 1999, listed in the TecDax
• 2.3 billion EUR market capitalization

6

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

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

\$ Market Size 2015

CAGR 2015 - 2020

Status of Current BIM Regulations and Use

Source: HSBC, Kepler Cheuvreux

National UK BIM Report survey on future use of BIM

Financials: Q1 2017

La Spezia Trade Fair, Italy

Architects: Studio Manfroni Associati | Realized with VECTORWORKS

Nemetschek Group Highlights for Q1 2017 (1)

Dynamic revenue growth in Q1 2017	Q1 revenues increased strongly by 24.0% to 96.3 mEUR  Inorganic effects – dRofus (1.3 mEUR) and Design Data (3.1 mEUR) Organic growth of high 18.3%
Strong revenue increase abroad	Revenues abroad increased significantly by 26.5% to 67.5 mEUR  Revenue share outside of Germany at 70.1%, Americas at 27.0% Growth regions: Americas, Asia, Nordic Domestic revenues also in growth mode with +18.5% to 28.8 mEUR
Growth driver: Recurring revenues	revenues up by 31.5% to 43.8 mEUR Recurring  Recurring revenue share at high 45.4% Positive revenue development of software licenses: +20.4% to 48.5 mEUR Both, high recurring revenues and new customers secured
EBITDA grew stronger than revenues – profitability increased	EBITDA up by 25.5% yoy to 26.3 mEUR EBITDA margin increased from 27.0% to 27.4%  No activation of R&D costs Strategic investments to secure future growth: Internationalization, cross-brand developments, innovations

Nemetschek Group Highlights for Q1 2017 (2)

Significant growth of net income and EPS		Net income (group shares) increased significantly by 28.6% to 14.2 mEUR EPS up to 0.37 EUR (previous year: 0.29 EUR) Net income w/o PPA increased by 28.3% to 16.7 mEUR EPS (w/o PPA) accordingly at 0.43 EUR
Cash and solid balance sheet		Cash and cash equivalents at 101.4 mEUR despite dRofus acquisition Net liquidity at 11.7 mEUR Equity ratio of 45.2% - leeway for further investments / acquisitions
Dividend		Dividend proposal of 0.65 EUR per share (previous year: 0.50 EUR per share) Dividend increase of 30% yoy Total amount to be distributed of 25.025 mEUR Proposal to the AGM on June 1, 2017 in Munich
Outlook confirmed		Q1 as a very good basis for the fiscal year 2017 Continuing to be the fastest growing software company in Europe Revenue target range: 395 - 401 mEUR, increase of +17% - +19% Thereof organic: +13% - +15%, inorganic effects through dRofus and Design Data EBITDA target range: 100 - 103 mEUR (+16 - +20%) High EBITDA margin of FY 2016 will be maintained despite strategic investment to secure sustained future growth and lower EBITDA margins of strongly expanding acquired brands

Revenues: Excellent and dynamic start in the fiscal year 2017

Q1 2017

• Revenues up by 24.0% to 96.3 mEUR
• Acquired companies dRofus and Design Data contributed around 4.4 mEUR
• Organic growth of 18.3% yoy

International Growth In Focus, More than 50 Locations

High share of recurring revenues

Revenues split Q1 2017 in %

Recurring revenues*

• High growth of 31.5% to 43.8 mEUR
• High recurring revenue share of 45.4% leads to higher stability

Software license revenues

• Up by 20.4% to new high of 48.5 mEUR
• New customers wins
• Increasing customer base
• Consequently recurring revenues will follow

* Software services, rental models (Subscriptions, SaaS)

EBITDA increased stronger than revenues

in mEUR

EBITDA

Up by 25.5% to 26.3 mEUR

EBITDA margin

• EBITDA margin improved to 27.4%
• High EBITDA margin despite strategic investments to secure future growth and lower EBITDA margins of strongly expanding acquired brands

Net income and EPS with significant growth of 28.6% yoy

Segment overview

Design

• Double-digit revenue growth rate of +18.0%
• Inorganic effect of dRofus with 1.3 mEUR revenues
• Organic growth of +15.4%
• Positive development in all brands and regions
• EBITDA margin increased to 28.3%

Build

• Very strong revenue growth of +42.9%
• Inorganic effect of Design Data with 3.1 mEUR revenues
• Organic growth of +26.9%
• Bluebeam and Solibri are strongest growing brands
• Further investments to secure high growth rates in the future

Manage

• Continued revenue growth with +20.3%
• Slight improvement of the EBITDA margin

Media & Entertainment

• Positive revenue development with +13.2%
• High profitability but further investments in future growth

Cash flow situation

in mEUR

EBITDA

+25.5% yoy

Operating cash flow

• Only slight increase because of earn-out component of Bluebeam (5 mEUR)
• Adjusted operating cash flow (w/o earn-out) would have been at 26.9 mEUR (+26.3% yoy)

Investing cash flow

• Capex of 1.2 mEUR
• Acquisition of dRofus (24.5 mEUR)

Cash flow from financing activities

Repayment of bank loan (-6.5 mEUR)

Net liquidity situation despite dRofus acquisition

Leeway to grow organically and via acquisitions

Conversion rate**

Strong conversion rate of 83% (previous year: 102%)

** Operating cash flow / EBITDA

NEMETSCHEK Shares

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: ~ 2.3 billion EUR
• Current TecDAX Ranking: 15/20

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

Time	Nemetschek	TecDAX	Dax
Year 2013	+52%	+38%	+23%
Year 2014	+66%	+18%	+3%
Year 2015	+120%	+34%	+10%
Year 2016	+20%	-1%	+7%
YTD 2017	+14%	+16%	+10%

Optimistic outlook 2017 confirmed

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 regulations mandating the adoption of BIM software for construction projects	to supportive government
Strategic market positioning	Clear focus on AEC market Leading player of Network of industry leaders	Open BIM solutions
Growth potential/ Investments	Focus on Strategically	internationalization (North America, Asia, Europe) Investments in cross-brand strategic projects, new regional markets and customer segments, sales & marketing and innovation co-operations & acquisitions Healthy balance sheet - capable of investing in organic and in inorganic growth
Guidance 2017 confirmend	Revenues: Focus EBITDA: Double digit growth acquired brands in mEUR	on topline with double FY 2016	digit growth rates in the mid-teens High EBITDA margin of FY 2016 will be maintained despite strategic investment to secure sustained future growth and lower EBITDA margins of strongly expanding Forecast 2017*	Organic
	Revenues	337.3	395 – 401 (+17% - +19%)	+13% - +15%
	EBITDA	86.1**	100 – 103 (+16 - +20%)

*USD/EUR plan rate: 1.09

** EBITDA w/o positive one-off effect of 1.9 mEUR

P+L statement Q1 / FY comparison

mEUR	Q1 2017	Q1 2016	% YoY
Revenues	96.3	77.7	+24.0%
Own work capitalized/other operating income	1.0	1.2	-15.4%
Operating income	97.3	78.8	+23.4%
Cost of materials/ purchased services	-2.7	-2.4	+14.3%
Personnel expenses	-43.4	-35.0	+24.0%
Other operating expenses	-24.8	-20.5	+21.2%
Operating costs	-70.9	-57.9	+22.6%
EBITDA	26.3	21.0	+25.5%
Margin	27.4%	27.0%
Depreciation of PPA and amortization	-5.5	-4.4	+23.8%
t/o PPA	-3.5	-2.7	+30.1%
EBITA (normalized EBIT)	24.4	19.3	+26.5%
EBIT	20.9	16.6	+26.0%
Financial result	-0.2	-0.2
EBT	20.7	16.4	+26.4%
Income taxes	-5.9	-4.8	+23.0%
Non-controlling interests	-0.6	-0.5
Net income (group shares)	14.2	11.0	+28.6%
EPS in EUR	0.37	0.29	+28.6%

mEUR	March 31, 2017	December 31, 2016
ASSETS
Cash and cash equivalents	101.4	112.5
Trade receivables, net	47.3	38.8
Inventories	0.5	0.6
Other current assets	18.6	16.0
Current assets, total	167.8	167.9
Property, plant and equipment	13.9	14.3
Intangible assets	94.6	89.7
Goodwill	192.2	177.2
Other non-current assets	6.1	5.7
Non-current assets, total	306.8	286.8
Total assets	474.6	454.7

Balance sheet – Equity and liabilities

mEUR	March 31, 2017	December 31, 2016
EQUITY AND LIABILITIES
Short-term borrowings and current portion of long-term loans	26.1	26.0
Trade payables & accrued liabilities	33.8	40.7
Deferred revenue	75.2	55.3
Other current assets	31.7	24.1
Current liabilities, total	166.8	146.1
Long-term borrowings without current portion	63.6	70.2
Deferred tax liabilities	22.1	20.6
Other non-current liabilities	7.8	15.7
Non-current liabilities, total	93.4	106.5
Subscribed capital and capital reserve	51.0	51.0
Retained earnings	158.1	144.0
Other comprehensive income	1.9	4.4
Non-controlling interests	3.2	2.8
Equity, total	214.3	202.1
Total equity and liabilities	474.6	454.7

mEUR	March 31, 2017	March 31, 2016	% YoY
Cash and cash equivalents at the beginning of the period	112.5	84.0	+34.0%
Cash flow from operating activities	21.9	21.3	+2.7%
Cash flow from investing activities	-25.6	-1.8
t/o CapEX	-1.2	-1.9	-38.9%
t/o Cash paid for business combinations	-24.5	0.0
Cash flow from financing activities	-6.9	-4.8	+42.3%
t/o Repayments of borrowings	-6.5	-4.6
FX-effects	-0.5	-1.5
Cash and cash equivalents at the end of the period	101.4	97.2	+4.3%
Free cash flow(1)	-3.7	19.5

(1) Operating cash flow – Investing cash flow

Contact

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.