Schaltbau Holding AG (delisted)

Investor Presentation • Jul 29, 2021

Analyst and Investor Call Report 6M 2021

July 2021, München Dr. Jürgen Brandes, Steffen Munz, Volker Kregelin

Safety and Availability for Rail and DC-POWER

Forward-looking statements

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR TO U.S. PERSONS, OR IN OR INTO CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This presentation has been prepared by Schaltbau Holding AG (the "Company" and, together with its subsidiaries, the "Group") for information purposes only.

This presentation does not constitute or form part of an offer of securities for sale or a solicitation of an offer to purchase any securities of the Company ("Securities") in the United States or any other jurisdiction. The Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state in the United States of America, and may not be offered or sold in the United States of America or to U.S. persons, except pursuant to an applicable exemption from registration.

This document is not, and should not be construed as, a prospectus or offering document. The mandatory convertible bonds (the "MCB") mentioned herein, which the Company intends to offer to its shareholders for subscription in April 2021, will be offered exclusively by means and on the basis of a securities prospectus to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and to be published on the Company's website (the "Prospectus"). Any decision to invest in the MCB, if offered by the Company, should be made solely on the basis of the information contained in the Prospectus and on an independent analysis thereof.

This presentation does not contain nor purport to contain all information required to evaluate the Company, the Group, the MCB and/or any other Securities. The information and opinions contained in this presentation are provided as at the date hereof and have not been independently verified and are subject to change without notice. In giving this presentation, neither the Company nor any other person undertakes any obligation to provide the recipient with access to any additional information or to update this presentation.

No representation, warranty or undertaking, express or implied, is made by the Company or any of its affiliates or any of their respective directors, officers, employees, advisers or agents or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained in this presentation or any other statement made or purported to be made with respect to the Company, the Group, the Securities or any other matter referred to in this presentation for any purpose whatsoever, including but not limited to any investment considerations.

Certain information in this presentation, including the estimates and growth targets in terms of revenue and EBIT margin of the Group and statements regarding the possible or assumed future performance of the Group or the industry in which it operates or other trend projections constitute forward-looking statements. These statements reflect the Company's current knowledge, expectations and projections about future events and may be identified by the context of such statements or words such as "anticipate", "believe", "expect", "intend", "project" and "target". By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no assurance is given that such forward-looking statements are correct, complete or accurate.

To the extent available, the industry, market and competitive position data contained in this presentation come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, none of the Company or its representatives has independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Group operates. While the Company believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change and correction without notice.

Certain financial data included in this presentation consists of "non-IFRS financial measures". These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies and should be considered only in addition to, but not in isolation or as a substitute for, the financial information prepared by the Company in accordance with IFRS.

Figures may not add up due to rounding.

First HY 2021 results underline SCHALTBAU's profitable growth strategy

Our Environment	• Economy is recovering, however still tight supply chains with material shortages • COVID-19 induced order delays for Rolling Stock in USA and UK • High project volumes in Rolling Stock in Western Europe • Accelerated growth dynamic in New Energy / New Industry and e-Mobility
Our Highlights	• Execution of strategy 2023 delivers first results: • Significantly improved profitability in Rolling Stock (Bode) with 3.4% EBIT margin • After Sales revenues up 18% Y/Y at €36 M at attractive margins • Tuck-in acquisition of Wolber Antriebstechnik GmbH strengthens Rail core business • Gaining momentum in New Energy / New Industry, with orders up 49% Y/Y • e-Mobility: nomination as supplier for platform of a leading commercial vehicle OEM • NExT factory and Zwieseler Spinne on track
Our Financials	• Order intake gaining momentum: orders up 3% Y/Y (6M) and up 12% Y/Y (Q2) • Continuing profitable growth path with improved profitability: • Revenue +6%, EBIT +42%, EBIT margin 5.4% (+1.4 PP) • Strengthened balance sheet through convertible
Our Guidance '21	• HY results underline FY outlook - guidance 2021 confirmed • Orders €550 - 580 M, revenue: €520 - 540 M • EBIT margin approx. 5%

Recap Strategy 2023 - four key strategic directions to create sustainable value

	Key mid-term strategic directions	Key strategic targets by 2026
01	Sustainable performance improvement (profitability, return on capital, and cash generation)	Group: high single-digit EBIT margin Group: mid-teens ROCE Rolling Stock (Bode): EBIT margin 6-8%
02	Profitable growth in the core business: Rail Infrastructure and Rolling Stock/Bus	Rail revenue CAGR 4-6% from 2020 to 2026 (>2x market-growth1 )
03	Growing the After Sales business, utilizing the installed base and growth in modernizations/refurbishments	After Sales revenue CAGR 6-7% from 2020 to 2026 (from ~€60 M 2020 to ~ €100 M in 2026
04	Development of new DC components and applications in New Energy / New Industry, and e-Mobility, entering high-growth markets	Doubling DC Power revenues by 2026 (from ~€160 M in 2020 to ~€300 M in 2026)

Rail Infrastructure / Rolling Stock: In line with expectations, long-term growth prospects intact, full potential plan improves profitability

Infrastructure

Strong order intake indicates high shipments / sales volume in Q4 High demand for level-crossings

Digital level crossing pilot project Zwieseler Spinne on track as planned Test hardware implemented

Tuck-in acquisition of WOLBER

Wolber's point machine technology and components complement Pintsch's portfolio

Point machine (Wolber)

Rolling Stock / Bode

EBIT margin in %

Rolling Stock

RAIL

Ongoing execution of full potential plan improves profitability

EBIT margin at Bode at 3.4% (+3.2 PP Y/Y) from After Sales, productivity, leaner overhead Long-term growth prospects intact

COVID-19 pandemic caused temporary delays in orders and some project shifts in the US

After Sales

Strong growth in After Sales, backed by large and growing installed base

After Sales 18% Y/Y to € 36M at attractive margins

Rolling Stock: Executing Full Potential Plan to reach 6-8% EBIT margin

Deep Dive Rolling Stock / Bode

Sustainable performance improvement 01 (profitability, return on capital, and cash generation)

Key targets Rolling Stock / Bode Levers to improve profitability and realized potential 0101

0.2%

Rail

Rail

Infrastructure

Rolling Stock: Ongoing double-digit growth in After Sales, backed by large and growing installed base

Deep Dive Rolling Stock / Bode

Growing the After Sales business, utilizing the installed base in aftersales and growth in modernizations/refurbishments

01 Key targets Rolling Stock / Bode Installed base Bode to date: 180,000 entry systems

Newly Installed entry systems per year in thousands

After Sales revenue in €M

Strengthening Rail Infrastructure (Pintsch) with tuck-in acquisition: WOLBER Antriebstechnik

WOLBER Antriebstechnik GmbH

• Supplier of components for rail signaling technology
• Founded 2002, based in Germany
• Specialist for point machines: R&D, production, refurbishment
• New point machine developed together with DB
• Middle positioning and robust mechanics are strong USPs
• Financials 2020: Revenue ~€2 M, low double-digit EBIT margin

Strategic rationale

• Complements Pintsch's portfolio
• Point machine is key actuator for rail infrastructure
• Accelerated growth for Wolber through Pintsch's strong market access

Point machine WA 160i-V

DC Power: Strong performance of Schaltbau GmbH, high demand from new markets, first platform win for e-Mobility (Automotive)

DC POWER

Double-digit growth rates in order intake and revenue, backed by new markets New Energy / New Industry: Strong growth dynamic

Schaltbau continues strong performance at a steady high EBIT margin

Order intake up 49% Y/Y, revenue up 36% Y/Y

e-Mobility (Charging): Continuing strong growth momentum Order intake up 33% Y/Y, revenue up 129% Y/Y

Special purpose C800 contactor with strong USPs

Exactly meeting the requirements of the automotive industry for high range and fast charging

e-Mobility (Automotive): First nomination as supplier E-truck platform of a leading commercial vehicle OEM; estimated SOP 2023

NExT Factory on track

Groundwork completed, shell building under construction and NExT DC-grid project started

NExT

New Energy / New Industry: Exciting growth opportunities with components material handling and high-power charging

Development of new DC components and applications in 04 New Energy/New Industry, and e-Mobility, entering high-growth markets

New Energy / New Industry Order intake in €M

	DC-Power
DC-Rail	components	New Energy/New Industry	e-Mobility Automotive	e-Mobility Charging
	15.9	+49%	10.7
	6M 2021		6M 2020

Use-cases for component business

Contactors for DC high-power chargers which operate at 50 kW up to more than 350 kW for passenger cars, e-buses, trucks and future applications

DC Power / Schaltbau GmbH: first nomination as supplier for platform of a leading commercial vehicle OEM

First platform win: nomination as supplier for platform of a leading commercial vehicle OEM, SOP expected for 2023

DC Power / Schaltbau GmbH: Superior technological performance and mass market production capacity will drive growth

NExT Factory on track as planned: shell construction has started

Continuing profitable growth path at improved profitability – strong cash generation in Q2 – strengthened balance sheet through convertible

Financial highlights 6M 2021

Order intake continuing to gain momentum: orders up 3% H1 and up 12% in Q2 – healthy book-to-bill ratio of 2 1.1, with book-to-ratio in all segments >1 – strong order intake at Pintsch (+18% Y/Y) and SB GmbH (+14% Y/Y)

Improved profitability at Bode, with EBIT margin at 3.4% (+3.2PP) –

3 SB GmbH continuing dynamic growth in New Energy/New Industry, with EBIT margin being steady at a high level

Reduced net working capital by €15,5M compared to Q1, despite temporarily elevated inventory levels – 4 generated €8.2M of free cash flow in Q2 despite investment in NExT factory thanks to strong operating cash flow

Strengthened balance sheet through issued mandatory convertible bonds in April: improved equity ratio (38.0%) and reduced financial leverage (0.7X net debt/EBITDA) 5

6 Re-affirming our 2021 guidance: orders (€550 - 580M), revenue (€520 - 540M), EBIT-margin (~5% of sales)

Continuing profitable growth path at improved profitability – strong performance in Q2 2021

Reduced net working capital by €15.5M compared to Q2 – generated €8.2M of free cash flow in Q2 despite investment in NExT factory – ROCE improved

SCHALTBAU Holding Group – Key Financials – 6M 2021 (2/3)

(1) Of last twelve months (LTM)

Strengthened balance sheet through issued mandatory convertible bonds: improved equity ratio (38.0%) and reduced financial leverage (0.7X)

SCHALTBAU Holding Group – Key Financials – 6M 2021 (3/3)

(1) Net debt is defined as the reported net financial liabilities and lease liabilities

(2) Of last twelve months (LTM)

Rail Infrastructure (Pintsch): Continuing strong order intake – revenue and EBIT in line with historical seasonality – expecting strong performance in Q4

Pintsch Segment – Key Financials – 6M 2021

(€M, rounded)	6M 2021	6M 2020	YoY Change
Order intake	49.7	42.2	17.7%
Revenue	34.6	34.8	-0.4%
EBIT	0.8	2.1	-61.0%
EBIT Margin	2.4%	6.1%	-3.7PP
Rail			DC Power
Rail Infrastructure	Rolling Stock/Bus	Refurbishment/ After Sales	DC Rail components	New Energy / New Industry

• Continuing strong order intake: mainly for level crossing systems, benefiting from investment program "Digitale Schiene Deutschland"
• Solid revenue level, in-line with historical seasonality: strong growth in level crossing – tough Y/Y comps due to the one-off revenue from the terminated PSD project
• Positive EBIT margin despite low seasonal revenue in 6M: Historically back-end loaded business – tough Y/Y comps due to the oneoff EBIT from the terminated PSD project

e-Mobility (Automotive) e-Mobility (Charging)

Rolling Stock (Bode): EBIT margin improved significantly, benefiting from growth in profitable aftersales business and savings from Full Potential Plan

Bode Segment – Key Financials – 6M 2021

(€M, rounded)	6M 2021	6M 2020	YoY Change
Order intake	124.5	135.3	-7.9%
Revenue	121.4	124.7	-2.7%
EBIT	4.1	0.2	1974.9%
EBIT Margin	3.4%	0.2%	3.2PP
Rail			DC Power
Rail Infrastructure	Rolling Stock/Bus	Refurbishment/ After Sales	DC Rail components	New Energy / New Industry

• Strong order intake in Q2, catching up soft orders in Q1: orders up 8% Y/Y in Q2, and improved sequentially by €10M vs. Q1 – solid orders in rail, while orders in bus are down due to the phase-out of a major OEM
• Solid revenue, slightly below PY mainly due to lower revenue in bus and automotive, largely offset by strong growth in aftersales
• EBIT margin improved significantly, mainly due to the strong growth in aftersales, along with cost savings from improved shop floor productivity and streamlined overhead

e-Mobility (Automotive) e-Mobility (Charging)

SBRS: Continuing the dynamic growth momentum, primarily driven by the e-Mobility business – EBIT margin back on track in Q2

SBRS Segment – Key Financials – 6M 2021

(€M, rounded)	6M 2021	6M 2020	YoY Change	• Continued solid orders momentum:
Order intake	23.1	20.9	10.8%	continued strong order intake in the e Mobility fast-charging business
				• Strong revenue growth, mainly due to revenue recognition of the e-Mobility
Revenue	20.8	11.8	76.8%	projects
EBIT	1.3	1.3	-0.3%	• EBIT margin back on track in Q2: EBIT margin at 8.7% in Q2, with 6M margin impacted by negative one-off effect in Q1 – expecting EBIT margin of ~6% in H2 on higher revenue
EBIT Margin	6.0%	10.5%	-4.5PP
Rail			DC Power
Rail Infrastructure	Rolling Stock/Bus	Refurbishment/ After Sales	DC Rail components	e-Mobility New Energy / New e-Mobility (Automotive) Industry (Charging)

• continued strong order intake in the e-Mobility fast-charging business
• Strong revenue growth, mainly due to revenue recognition of the e-Mobility projects
• EBIT margin back on track in Q2: EBIT margin at 8.7% in Q2, with 6M margin impacted by negative one-off effect in Q1 – expecting EBIT margin of ~6% in H2 on higher revenue

Components (Schaltbau): Continuing dynamic growth in New Energy / New Industry, with EBIT margin being steady at a very high level

Schaltbau GmbH Segment – Key Financials – 6M 2021

(€M, rounded)	6M 2021	6M 2020	YoY Change
Order intake	82.2	72.1	14.0%
Revenue	76.4	68.1	12.2%
EBIT	12.7	11.9	6.7%
EBIT Margin	16.4%	17.3%	-0.9PP
Rail			DC Power
Rail Infrastructure	Rolling Stock/Bus	Refurbishment/ After Sales	DC Rail components	New Energy / New Industry

e-Mobility (Charging)

	Industry, while Rail recovering from COVID-19
	• New Energy / New Industry up 49% Y/Y H1
	• Rail continuing to recover from COVID-19
	• Strong revenue growth, primarily driven by
	New Energy / New Energy
	• New Energy / New Industry up 36% Y/Y H1
	• Rail up 8% Y/Y H1
	• EBIT margin being steady at a very high level:
	EBIT margin at 17.1% in Q2, EBIT margin in Q2
	2020 impacted by one-off effect from the first
	time consolidation of the subsidiary in India

e-Mobility (Automotive)

Guidance 2021: Re-affirming our guidance for full-year 2021, backed by a good first half year and a healthy backlog to ship

Schaltbau Holding Group – Full-year 2021 Guidance¹

¹The expected effects from the COVID-19 pandemic are reflected in the current guidance for the FY 2021. This estimate also takes into account information after the end of the financial year.

Schaltbau Holding AG Hollerithstraße 5 | 81829 München www.schaltbaugroup.de

Consolidated balance sheet 6M 2021 - Schaltbau Group

Assets (k€)	30.06.2021	31.12.2020
Intangible Assets	43 056	43 416
Property, plant and equipment	98.872	94 438
Investment property	3.583	3678
At-equity accounted investments	898	2 154
Other investments	1.548	2 067
Deferred tax assets	12 425	9 204
Non-current assets	160 382	154 957
Inventories	129 194	118 690
Trade account receivables	78.930	72 816
Current tax assets	153	162
Other receivables and assets	17 625	19 850
Contract assets (current)	11.552	5,982
Cash and cash equivalents	26.305	39.379
Current assets	263.759	256.879
Total assets	424 141	411.836

Equity and liabilities (k€)	30.06.2021	31.12.2020
Equity	161.097	90 735
Personnel-related provisions	42.937	44.323
Other provisions	359	499
Financial liabilities	40.954	108 598
Contract liabilities (non-current)	151	11.727
Other liabilities	687	6.465
Deferred tax assets	1 436	1,817
Non-current liabilities	86.524	173.429
Personnel-related provisions	10.112	14.224
Other provisions	26.257	26 144
Income tax payable	3.830	3.306
Financial liabilities	17.523	10.587
Trade accounts payable	47 582	41 869
Contract liabilities (current)	33.695	22.219
Other liabilities	37.521	29.323
Non-current liabilities	176.520	147.672
Total equity and liabilities	424 141	411.836

Consolidated income statement 6M 2021 - Schaltbau Group

(KE)	30.06.2021	30.06.2020
Revenue	253.260	239 317
Change in inventories of finished and work in progress	7.512	9 868
Own work capitalised	1.028	907
Total output	261,800	250.092
Other operating income	3.562	6,940
Cost of materials	(133.135)	(131.799)
Personnel expense	(88.114)	(85.460)
Depreciation, amortisation and impairment losses	(8.270)	(7.885)
Other operating expenses	(21.138)	(21.866)
Impairment losses	(1.075)	(407)
Profit/loss before financial result and taxes (EBIT)	13.630	9615
Results from investments	132	422
Financial result	(2.602)	(3.040)
Profit/loss before taxes	11.160	6.997
Income taxes	2 006	(2.957)
Group net profit/loss for the year	13.166	4.040

Consolidated cash flow statement Q1 2021 - Schaltbau Group

(€m, rounded)	6M 2021	6M 2020
Cashflow from operating activities	5.9	3.8
Cashflow from investing activities	-8.2	-6.6
Free Cashflow	-2.4	-2.8
Cashflow from financing activities	-10.8	-6.9
Cash funds at the end of the year	26.3	15.6