Nemetschek SE

Quarterly Report • Oct 28, 2011

QUARTERLY STATEMENT AS OF SEPTEMBER 30

To our Shareholders

Ernst Homolka, CEO

Dear shareholders, ladies and gentlemen,

The Nemetschek Group continues its profitable growth course. In the first nine months revenues rose by 9 percent and, assuming the same overall conditions, we continue to expect growth for the whole year to reach around 10 percent.

The share of repeat revenues from maintenance contracts has, in the meantime, reached 47 percent of total revenues. We were able to grow particularly in Germany, in parts of Western and Eastern Europe and in the USA and Japan. Especially in Germany business developed favourably despite the maturity of the market. The construction industry is booming here and Nemetschek is also benefiting from this. Nevertheless, 60 percent of Group revenues are generated abroad – and we wish to increase these further.

Dear shareholders, according to a study just published, in which 1600 medium-sized German companies were analysed, Nemetschek is one of the "growth and earnings stars" in Germany. In the "Top 100 – Ranking of medium-sized companies 2011" by the management consultancy Munich Strategy Group, our company achieved the 25th position – measured on revenue growth and return on earnings since 2005. We can be proud of that!

Furthermore, current figures show that our company is well on its way to achieving its targets for the whole year. Until now we have only experienced marginal effects of the deteriorating economy. However, if the economy should worsen significantly, then we are able to react in the short-term. This we have already proven in 2009.

Dear shareholders, thank you for your confidence.

Yours sincerely

Ernst Homolka CEO

2

Nemetschek on the Capital Market

Nemetschek share in the tide of falling stock exchange prices

The Nemetschek share has also suffered over the last few months under the general uncertainty on the stock exchanges arising from the financial crisis. The events surrounding the debt crisis in Europe and in the USA also pushed the Nemetschek share, the price of which at EUR35.70 on July 4 was still at an all-time high, into minus. Mid August Goldman Sachs reduced the stock price target for the Nemetschek share from EUR53 to EUR47 with reference to lower growth expectations for the worldwide construction industry. On September 30, the share closed trading at EUR27.80.

Price development of the Nemetschek Share from September 1, 2010 onwards

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

in million €	September 30, 2011	September 30, 2010	Change
Revenues	117.9	108.3	9%
Gross profit	114.9	105.4	9%
as % of revenue	97 %	97 %
EBITDA	27.9	26.5	5%
as % of revenue	24 %	25 %
EBIT	20.3	19.4	5%
as % of revenue	17 %	18 %
Net income (Group shares) adjusted by PPA effects *)	17.5	17.4	0%
per share in €	1.82	1.81
Net income (group shares)	13.3	13.2	1%
per share in €	1.38	1.37
Net income	14.2	13.7	4%
Cash flow for the period	27.4	24.5	12%
Cash flow from operating activities	24.8	27.6	–10%
Cash flow from investing activities	–4.0	–2.0	101%
Cash and cash equivalents **)	31.4	30.6	2%
Net cash **)	19.7	11.1	77%
Equity **)	96.9	93.5	4%
Equity-quote **)	60 %	57 %
Headcount as of balance sheet date **)	1,173	1,076
Average number of outstanding shares (undiluted)	9,625,000	9,625,000

Key figures

INTERIM MANAGEMENT REPORT

Report on the earnings, financial, and asset situation

NEMETSCHEK IS ON PROFITABLE GROWTH COURSE

In the first nine months of 2011 the Nemetschek Group remained on a growth course. Revenues climbed by 9% to EUR 117.9 million (previous year: EUR 108.3 million). The Group EBITDA increased by 5% to EUR 27.9 million (previous year: EUR 26.5 million) with an EBITDA margin of 24%. Net income rose by 4% to EUR 14.2 million (previous year: EUR 13.7 million). The Group generated cash flow for the period of EUR 27.4 million (previous year EUR 24.5 million) which is 12% higher than the prior year.

MAINTENANCE REVENUES RISE SIGNIFICANTLY

Domestic revenues rose by 8 percent

In the first nine months of 2011 maintenance revenues climbed by 13% to EUR 55.3 million (previous year: EUR 49.1 million). Thus, their share of total revenues amounts to 47% (previous year: 45%). Revenues from license sales rose by 6% to EUR 56.7 million. In the foreign markets (above all in parts of Western and Eastern Europe, USA and Japan) the Nemetschek Group was able to drive revenues up by 9% to EUR 70.5 million (previous year: EUR 64.5 million). The share of revenues from abroad was therefore the same as in the previous year at 60%. Domestic revenues in the Group increased by 8% to EUR 47.5 million (previous year: EUR 43.8 million).

FAVOURABLE DEVELOPMENT IN ALL BUSINESS AREAS

In the Plan segment the Group achieved revenue growth of 8% to EUR 95.0 million (previous year: EUR 88.0 million). Similar to the previous year EBITDA amounted to EUR 19.6 million. This is equivalent to an operating margin of 21% after 22% in the previous year. With a rise in revenues of 32% the Multimedia segment continues clearly on an expansion course: revenues were up from EUR 7.7 million to EUR 10.1 million. The EBITDA climbed compared to the prior year by 59% to EUR 4.6 million (previous year: EUR 2.9 million), which represents an above-average margin of 46% (previous year: 38%).

In the Build segment revenues increased slightly by 2% to EUR 10.1 million (previous year: EUR 9.9 million). In this segment, strongly influenced by project business, a certain reservation in investment by customers was recently experienced; some contracts were postponed. EBITDA was EUR 3.3 million (previous year: EUR 3.7 million), the EBITDA margin thus amounted to 33% (previous year: 38%). The Manage business segment is currently being restructured but revenues (EUR 2.7 million), as well as the operating EBITDA (EUR 0.3 million), were still at the previous years' level.

EARNINGS PER SHARE at EURO 1.38

Operating margin at 24 percent In the first nine months the Nemetschek Group achieved EBITDA of EUR 27.9 million (previous year: EUR 26.5 million). This represents an operative margin of 24% (previous year 25%).

Operating expenses rose by 9% from EUR 91.9 million to EUR 100.1 million. The personnel expenses rose by 8% from EUR 47.2 million to EUR 50.9 million. The reason for this is mainly the restructuring of employees and salaries at the Hungarian Group subsidiary Graphisoft, but also the moderate increase in personnel in several Group companies. Other operating expenses climbed by 14% from EUR 31.7 to EUR 36.1 million. In addition to the foreign currency exchange losses in the first two quarters, this is primarily due to increased dealer commissions as part of the revenue increases achieved, as well as higher marketing and distribution costs among other things, due to several product introductions.

Net income for the year amounted to EUR 14.2 million which was thus 4% above that of the prior year (EUR 13.7 million). The prior year result includes one-off income of EUR 1.6 million from the sale of shares of Docu-Ware AG. The financial result of the first nine month contains the interest income of EUR 0.3 million which is due to a changed market valuation of the interest hedge concluded as part of the financing of the Graphisoft acquisition. The earnings per share (Group shares, undiluted) amounts to EUR 1.38 (previous year: EUR 1.37).

PERIOD CASH FLOW INCREASED BY 12 PERCENT

The Nemetschek Group generated in the past nine months a period cash flow of EUR 27.4 million (previous year: EUR 24.5 million). This represents an increase of 12%. Against the background of tax prepayments made as well as the reduction of debt, the cash flow from operating activities amounted to EUR 24.8 million (previous year: EUR 27.6 million). The cash flow from investing activities amounted to EUR – 4.0 million (previous year: EUR – 2.0 million). Investments in fixed assets of EUR 3.5 million almost amounted to the prior year level (EUR 3.7 million), but in the previous year a one-off amount of EUR 1.6 million was received by the Group for the sale of the DocuWare shares. The cash flow from financing activities amounted to EUR – 19.7 million (previous year: EUR – 12.6 million) and includes the dividend distribution of EUR 9.6 million (previous year: EUR 4.8 million) and loan repayments of EUR 7.8 million (previous year: EUR 5.3 million) as well as interest payments and distributions to minorities.

LIQUID FUNDS AT EUR 31 MILLION

Net cash position at EUR 20 million

After dividend payment and loan repayments liquid funds amounted to EUR 31.4 million (December 31, 2010: EUR 30.6 million). As a result, funds exceed the remaining loans from the Graphisoft acquisition (EUR 11.7 million) by EUR 19.7 million.

Current assets increased to EUR 64.5 million (December 31, 2010: EUR 63.1 million). The lower receivables, thanks to a consistent management of debtors, are matched by higher tax reimbursement claims, mainly from distributions received from Group subsidiaries and tax prepayments made. The non-current assets reduced as a result of the scheduled amortisation or depreciation of assets from the purchase price allocation to EUR 97.5 million (31 December 2010: EUR 102.2 million).

EQUITY RATIO AT 60 PERCENT

EUR 11.7 million of the current liabilities relates to the current portion of the bank loans from the Graphisoft acquisition. Deferred revenues increased proportionally to the maintenance fees invoiced by EUR 5.3 million to EUR 22.9 million. The balance sheet total as of September 30, 2011 amounted to EUR 162.1 million (December 31, 2010: EUR 165.3 million). Equity amounted to EUR 96.9 million (December 31, 2010: EUR 93.5 million), thus the equity ratio amounted to 60% after 57% as of December 31, 2010.

EVENTS AFTER THE END OF THE INTERIM REPORTING PERIOD

The current sole member of the managing board and CEO of Nemetschek AG, Ernst Homolka, announced on October 17, 2011 that he will not be available to extend his contract, which is valid until December 31, 2012. On October 19, 2011 the supervisory board of the company appointed Tim Alexander Lüdke to the managing board and as new CEO.

EMPLOYEES

At the reporting date September 30, 2011 the Nemetschek Group employed 1,173 staff (December 31, 2010: 1,076). The background to this is the moderate recruitment announced in individual group units as well as an adjustment to the personnel statistics which took place at the beginning of 2011.

REPORT ON SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

There are no significant changes compared to the information provided in the consolidated financial statements as of December 31, 2010.

OPPORTUNITY AND RISK REPORt

Please see the group management report for the year ended December 31, 2010 for details on significant opportunities and risks for the prospective development of the Nemetschek Group.

There have been no material changes in the subsequent period. However, the risks described under the heading "Market" are becoming more prominent since the economic climate has deteriorated somewhat. This could have short-term and, above all, medium-term effects on the construction industry and, thus negatively affects the development of the Nemetschek Group.

Consolidated Statement of Comprehensive Income

for the period from January 1 to September 30, 2011 and 2010

Statement of comprehensive income

Thousands of €	3rd Quarter 2011	3rd Quarter 2010	9 month 2011	9 month 2010
Revenues	38,840	37,045	117,937	108,289
Own work capitalized	231	322	714	927
Other operating income	1,013	367	1,801	2,120
Operating Income	40,084	37,734	120,452	111,336
Cost of materials / cost of purchased services	– 1,856	– 2,306	– 5,536	– 5,922
Personnel expenses	– 16,694	– 15,785	– 50,951	– 47,201
Depreciation of property, plant and equipment and amortization of intangible assets	– 2,530	– 2,386	– 7,543	– 7,119
thereof amortization of intangible assets due to purchase price allocation	– 1,763	– 1,763	– 5,288	– 5,288
Other operating expenses	– 11,953	– 10,712	– 36,090	– 31,671
Operating expenses	–33,033	–31,189	–100,120	–91,913
Operating results (EBIT)	7,051	6,545	20,332	19,423
Interest income	– 548	43	490	127
Interest expenses	– 409	– 776	– 1,363	– 2,918
Income from associates	17	42	65	1,596
Earnings before taxes	6,111	5,854	19,524	18,228
Income taxes	– 1,647	– 1,224	– 5,303	– 4,496
Net income for the year	4,464	4,630	14,221	13,732
Other comprehensive income:
Difference from currency translation	– 345	– 979	– 203	– 133
Total comprehensive income for the year	4,119	3,651	14,018	13,599
Net income for the year attributable to:
Equity holders of the parent	4,238	4,369	13,257	13,189
Minority interests	226	261	964	543
Net income for the year	4,464	4,630	14,221	13,732
Total comprehensive income for the year attributable to:
Equity holders of the parent	3,893	3,390	13,054	13,056
Minority interests	226	261	964	543
Total comprehensive income for the year	4,119	3,651	14,018	13,599
Earnings per share (undiluted) in euros	0.44	0.45	1.38	1.37
Earnings per share (diluted) in euros	0.44	0.45	1.38	1.37
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

REPORT ON FORECASTS AND OTHER STATEMENTS ON PROSPECTIVE DEVELOPMENT

Nemetschek confirms the forecast for the fiscal year 2011

The development in the first nine months confirms the forecast growth in sales for the year 2011 of approx. 10%. Until now the Group has experienced only a marginal weakening of the business climate in some foreign markets and in project business. In Germany the Group was able to clearly gain ground and expects a continuation of this trend. Thus, the main association of the German construction industry upwardly adjusted its growth forecast for 2011 at the beginning of October from 4.5% to 7%. In the September survey of the Ifo Institute German architects and engineers appear very satisfied with the current business development, however their confidence diminishes with regard to the future development.

The estimates for Europe available from the industry organisation EuroConstruct are dated from mid June. According to these, only stable construction activity was expected for the whole year 2011 and for 2012 growth of 1.3%. However, it is probable that the deteriorating economy worldwide will also reach the construction industry by 2012 which could also have an impact on the growth chances of the Nemetschek Group.

For the current year the Group confirms its forecasts. If the framework conditions do not worsen considerably in the short term, then Nemetschek continues to expect an operating result (EBITDA) in the region of EUR 40 million which would represent an EBITDA margin of around 24%. The liabilities resulting from the Graphisoft acquisition will be almost completely eliminated in 2011 and, thus, the interest burden of the Group will decrease further. Consequently, net income in 2011 is expected to climb to over EUR 20 million as forecasted.

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) and of the Standing Interpretations Committee (SIC). These interim financial statements were prepared in agreement with the provisions of IAS 34. The interim financial statements as of September 30, 2011 have not been audited and have not been subject to an audit review. The same accounting policies and calculation methods are applied in the interim financial statements as in the consolidated financial statements as of December 31, 2010. With regard to material changes in the consolidated statement of financial position, consolidated statement of comprehensive income and consolidated cash flow statement, we refer to the report on the earnings, financial and asset situation.

The group of companies consolidated is the same as of December 31, 2010 except for the following changes:

On September 5, 2011 Graphisoft SE, Budapest, Hungary purchased 100% of the shares in Graphisoft Hong Kong Ltd., Victoria, Hong Kong. This purchase involved the payment of EUR 4 thousand. The company is included in the subconsolidation of Graphisoft SE. Nemetschek AG still holds 100% of the shares Graphisoft SE.

On August 22, 2011 NEMETSCHEK DO BRASIL SOFTWARE LTDA, São Paulo, Brazil was founded on registering the payment of the subscribed capital amounting to EUR 99 thousand in the commercial register. The company is a 100% subsidiary of Nemetschek AG.

On June 15, 2011 Nemetschek AG purchased a further 1.6% of shares in Nemetschek Fides & Partner AG, Wallisellen, Switzerland. As of June 30, 2011 Nemetschek AG held 93.3% of the shares in total. This purchase involved payments amounting to EUR 73 thousand.

Munich, October 2011 Ernst Homolka (CEO)

Consolidated Statement of Financial Position

as of September 30, 2011 and December 31, 2010

Statement of financial position

ASSETS Thousands of €	September 30, 2011	December 31, 2010
Current assets
Cash and cash equivalents	31,356	30,634
Trade receivables, net	21,353	22,967
Inventories	815	607
Tax refunded claims for income taxes	5,099	2,381
Current financial assets	110	279
Other current assets	5,816	6,235
Current assets, total	64,549	63,103
Non-current assets
Property, plant and equipment	4,495	4,191
Intangible assets	37,709	42,687
Goodwill	52,525	52,271
Associates /investments	1,008	599
Deferred tax assets	906	1,237
Non-current financial assets	80	521
Other non-current assets	809	709
Non-current assets, total	97,532	102,215
Total assets	162,081	165,318

Equity and liabi lities Thousands of €	September 30, 2011	December 31, 2010
Current liabilities
Short-term loans and current portion of long-term loans	11,700	16,000
Trade payables	2,717	4,550
Provisions and accrued liabilities	11,373	12,240
Deferred revenue	22,891	17,555
Income tax liabilities	3,397	2,760
Other current liabilities	3,855	5,300
Current liabilities, total	55,933	58,405
Non-current liabilities
Long-term loans without current portion	0	3,500
Deferred tax liabilities	3,941	4,953
Pensions and similar obligations	957	736
Non-current financial obligations	3,430	3,724
Other non-current liabilities	874	533
Non-current liabilities, total	9,202	13,446
Equity
Subscribed capital	9,625	9,625
Capital reserve	41,360	41,420
Revenue reserve	52	52
Currency translation	– 3,949	– 3,746
Retained earnings	48,364	44,747
Equity (Group shares)	95,452	92,098
Minority interests	1,494	1,369
Equity, total	96,946	93,467
Total equity and liabilities	162,081	165,318

Consolidated Cash Flow Statement

for the period from January 1 to September 30, 2011 and 2010

Flow Statement
Thousands of €	2011	2010
Profit (before tax)	19,524	18,228
Depreciation and amortization of fixed assets	7,543	7,119
Change in pensions and similar obligations	221	11
Other non-cash transactions	6	659
Income from associates	– 65	– 1,596
Losses from disposals of fixed assets	161	43
Cash flow for the period	27,390	24,464
Interest income	– 490	– 127
Interest expenses	1,363	2,918
Change in other provisions and accrued liabilities	– 867	2,584
Change in trade receivables	1,314	228
Change in other assets	– 143	747
Change in trade payables	– 1,833	– 1,696
Change in other liabilities	1,394	477
Cash received from distributions of associates	156	146
Interest received	141	121
Income taxes received	675	665
Income taxes paid	– 4,345	– 2,928
Cash flow from operating activities	24,755	27,599
Capital expenditure	– 3,484	– 3,730
Cash paid for granted loans	– 500	0
Cash received from disposal of shares in associates	0	1,646
Cash received from the disposal of fixed assets	49	75
Cash paid for founding subsidiaries	– 103	0
Cash flow from investing activities	–4,038	–2,009
Dividend payments	– 9,625	– 4,813
Minority interests paid	– 841	– 450
Cash paid for additional shares purchased from intercompanies	– 73	– 370
Repayments of borrowings	– 7,800	– 5,287
Interest paid	– 1,360	– 1,671
Cash flow from financing activities	–19,699	–12,591
Changes in cash and cash equivalents	1,018	12,999
Effect of exchange rate differences on cash and cash equivalents	–296	331
Cash and cash equivalents at the beginning of the period	30,634	22,861

Consolidated Segment Reporting

for the period from January 1 to September 30, 2011 and 2010

Segment reporting
2011	Thousands of €	Total	Elimination	Design	Build	Manage	Multimedia
Revenue, external		117,937		95,034	10,074	2,704	10,125
Intersegment revenue		0	– 449	3	1	10	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
(EBIT)	Segment Operating result	20,332		12,377	3,215	242	4,498
2010	Thousands of €	Total	Elimination	Design	Build	Manage	Multimedia
Revenue, external		108,289		88,032	9,897	2,689	7,671
Intersegment revenue		0	– 368	0	8	5	355
Total revenue		108,289	–368	88,032	9,905	2,694	8,026
EBITDA		26,542		19,635	3,719	267	2,921
	Depreciation/Amortization	– 7,119		– 6,835	– 103	– 42	– 139

Consolidated Statement of Changes in Equity

for the period from January 1 to September 30, 2011 and 2010

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, 2010	9,625	41,611	52	–3,804	30,643	78,127	1,458	79,585
Difference from currency translation				– 133		– 133		– 133
Net income for the year					13,189	13,189	543	13,732
Total comprehensive income for the year	0	0	0	–133	13,189	13,056	543	13,599
Share purchase from minorities		– 174				– 174	– 69	– 243
Dividend payments minorities					– 28	– 28	– 422	– 450
Dividend payment					– 4,813	– 4,813		– 4,813
As of September 30, 2010	9,625	41,437	52	–3,937	38,991	86,168	1,510	87,678
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

Financial Calendar 2011

Important Dates 2011

March 28, 2011	Publication Annual Report 2010
April 29, 2011	Publication Quarterly Statement 1/2011
May 24, 2011	Annual General Meeting
July 29, 2011	Publication Half Year Report 2011
October 28, 2011	Publication Quarterly Statement 3/2011
November 21–23, 2011	German Equity Forum, Frankfurt / Main

Contact

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

Contact: Regine Petzsch, Head of Investor Relations and Corporate Communications Tel.: +49 89 92793-1219, E-Mail: rpetzsch@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