Schaltbau Holding AG (delisted)

Investor Presentation • Apr 29, 2021

Analyst and Investor Call Q1 2021

April 2021, Munich Dr. Jürgen Brandes, Steffen Munz, Volker Kregelin

Safety and Reliability 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.

SCHALTBAU off to a good start in Q1 2021

Our Environment	• COVID-19 induced order delays for Rolling Stock in USA and UK • High rail project volumes in the market in Western Europe (France and Spain) • Q1 confirms growing demand for DC-Power applications in new markets • Interruptions of supply chain led to material shortages
Our Highlights	• Good start into 2021 despite COVID-19 • Execution of Strategy 2023 delivers first results: • Improved profitability in Rolling Stock (Bode) - EBIT margin at 3.5% (+2.2PP) • After Sales business revenues up 24% YoY to €17 M at attractive margins • Continuing to gain traction in the new markets e-Mobility and New Energy / New industry • Construction of NExT factory on track
Our Financials	• Focus on financial performance is paying off: profitability has further improved • 3M 2021: Revenue +4% at €124 M, EBIT +59% at €6.1 M , EBIT margin +1.7PP at 4.9% • Growth financing secured through mandatory convertible bond of €60 M
Our Guidance '21	• Guidance 2021 confirmed • Orders €550 - 580 M, revenue: €520 - 540 M • EBIT-Margin approx. 5%

Rail: Solid start into the fiscal year — good progress in improving the profitability of the Rolling Stock business (Bode)

Rolling Stock/Bode

Rolling Stock/Bode - Shopfloor

• Solid start into fiscal year 2021 for Rail business, delivering first results of strategy 2023
• Improved profitability at Bode with 3.5% EBIT margin, up 2.2PP primarily due to the growing After Sales business, the improved shop floor productivity and the streamlined overhead
• After Sales business revenues up 24% YoY to €17 M at attractive margins, mainly driven by Rolling Stock / Bode
• Pilot project digital interlocking-system "Zwieseler Spinne" on track; project approach has been approved by the customer/authorities
• Exciting customer feedback for new entry system design concept
• High project volumes in the market for Rolling Stock, however short-time order delays expected due to the COVID-19 uncertainty
• Analyst and Investor Call Q1 2021 April 2021 4

Rail

DC-Power: Gaining momentum in the targeted new markets

DC-Power: Components and Applications

• Strong start into fiscal year 2021, gaining momentum in the targeted new markets
• Orders in DC-Power rising, with orders in New Energy/New Industry up 32% in 3M 2021
• Progressing sales funnel for e-Mobility, more potential customers in technical qualification and design freeze phase
• Configurable modular design for contactors enables fast and flexible reaction to customer requirements in the new markets
• NExT factory on track: groundwork almost completed; start of production targeted for fall 2022

NExT factory (March 2021)

Focus on four key strategic directions to create sustainable value – key strategic targets defined

Key mid-term strategic directions	Key strategic targets by 2026
Sustainable performance improvement 1 (profitability, return on capital, and cash generation)	Group: high single-digit EBIT margin Group: mid-teens ROCE Rolling Stock (Bode): EBIT margin 6-8%
Profitable growth in the core business: 2 Rail infrastructure and rolling stock/bus	Rail revenue CAGR 4-6% from 2020 to 2026 (>2x market-growth1 )
Growing the After Sales business, utilizing the installed base in 3 aftersales and growth in modernizations/refurbishments	After Sales revenue CAGR 6-7% from 2020 to 2026 (from ~€60 M 2020 to ~ €100 M in 2026)
Development of new DC components and applications in New 4 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)
	(1) UNIFE World Rail Market Study forecast 2020-2025, p.136: CAGR of 2.3%

Rolling Stock / Bode: Levers and specific targets defined to improve profitability to 6-8% at the latest by 2026

DC-Power gaining momentum in New Energy / New Industry

Deep Dive New Energy/New Industry

New Energy/New Industry

Selected use cases

Contactors for test-bench applications: Electric machines development or end-of-line checks, batteries, battery simulations, power electronics, fuel cells

Contactors mainly for DC HPC-chargers including energy storage (high power charging) which operates at 50 kW up to more than 350 kW for passenger cars, e-buses, trucks and future applications

First small orders for contactors for electric ferries which are using batteries with a capacity of approx. 4.000 kWh.

DC-Power: Progressing sales-funnel in e-Mobility Automotive is key for future success

Groundwork for NExT factory in Velden almost completed (March 2021)

Got off to a good start in Q1 2021, continuing our profitable growth path, with improved profitability – growth financing secured

Financial highlights 3M 2021

1	Continuing profitable growth path at improved profitability: Revenue +4%, EBIT +59%, EBIT margin 4.9% (+1.7PP)
2	Healthy book-to-bill ratio of 1.1 – all segments with a book-to-bill ratio of >1, except Bode (normal fluctuations)
3	Net working capital temporarily spiked due to COVID-19 related project delays along with tight supply markets
4	Improved profitability at Bode, with EBIT margin at 3.5% (+2.2PP) – Schaltbau GmbH gaining momentum in targeted New Markets, EBIT margin improved to 15.8% (+1.0PP)
5	Growth financing secured through issuing mandatory convertible bonds of €60 M
6	Re-affirming our 2021 guidance: orders (€550 – 580 M), revenue (€520 – 540 M), EBIT-margin (~5% of sales)

Continuing our profitable growth path with improved profitability

SCHALTBAU Holding Group – Key Financials – 3M 2021 (1/3)

Improved ROCE – Net Working Capital temporarily spiked due to project delays and tight supply markets

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

(1) Of last twelve months (LTM)

Equity ratio slightly improved, to be further strengthened by MCB¹ – financial leverage remains around the targeted level of 2X

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

(1) MCB: Mandatory Convertible Bond

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

(3) Of last twelve months (LTM)

Analyst and Investor Call - Q1 2021 15 April 2021

Rail infrastructure (Pintsch): Solid start to fiscal year 2021, in-line with historical seasonality – strong order intake

Pintsch Segment – Key Financials – 3M 2021

(€M, rounded)	3M 2021	3M 2020	YoY Change
Order intake	25.1	19.5	29.2%
Revenue	16.2	19.4	-16.4%
EBIT	0.2	0.7	-76.4%
EBIT Margin	0.9%	3.4%	-2.4PP

• Strong order intake: mainly for level crossing components and axle counting systems
• Solid revenue level, in-line with historical seasonality – tough Y/Y comps due to the one-off revenue from the terminated PSD project in Q1 2020
• Positive EBIT margin despite low seasonal revenue in Q1: Historically back-end loaded business resulting in back-end loaded EBIT contribution

Rail				DC-Power: Components and Applications
Rail Infrastructure	Rolling Stock/ Bus	Refurbishment/ Aftersales	DC-Rail components	New Energy / New Industry Generation, Storage, Distribution and Industry	e-Mobility Automotive	e-Mobility Charging

Rolling stock (Bode): EBIT margin improved significantly (+2.2PP) – order intake reflects normal fluctuation in project business

Bode Segment – Key Financials – 3M 2021

(€M, rounded)	3M 2021	3M 2020	YoY Change
Order intake	57.1	72.8	-21.6%
Revenue	61.0	62.6	-2.5%
EBIT	2.2	0.8	160.0%
EBIT Margin	3.5%	1.3%	2.2PP

• Order intake reflects normal fluctuation in the project business: order decline Y/Y mainly due to a strong Q1 2020 in the rail business along with the phase-out of a major bus customer
• Solid revenue: slightly below previous year mainly due to lower revenue in the automotive business
• EBIT margin improved significantly: margin expansion mainly due to the growing aftermarket business, the improved shop floor productivity and the streamlined overhead

Components (Schaltbau): Gaining momentum in the targeted new markets, strong EBIT margin at 15.8%

(€M, rounded)	3M 2021	3M 2020	YoY Change
Order intake	42.0	41.1	2.1%
Revenue	35.9	33.6	6.7%
EBIT	5.7	5.0	13.9%
EBIT Margin	15.8%	14.8%	1.0PP

• Strong orders from new markets, while rail business not yet fully recovered:
• Gaining traction in New Energy/New Industry, with orders up 32% Y/Y
• Rail business not yet fully recovered due to supply-related backlogs of the rail car OEMs
• Revenue back on the growth trajectory: recovery is primarily led by China, while western markets are not yet fully recovered
• Strong EBIT margin at 15.8%, up 1.0PP Y/Y, mainly driven by the operating leverage on the higher sales volume

Rail				DC-Power: Components and Applications
Rail Infrastructure	Rolling Stock/ Bus	Refurbishment/ Aftersales	DC-Rail components	New Energy / New Industry Generation, Storage, Distribution and Industry	e-Mobility Automotive	e-Mobility Charging

SBRS: Continuing the dynamic growth momentum, primarily driven by the e-Mobility (Charging) business

SBRS Segment – Key Financials – 3M 2021

(€M, rounded)	3M 2021	3M 2020	YoY Change
Order intake	12.2	9.8	25.4%
Revenue	11.0	3.9	179.9%
EBIT	0.4	0.1	218.6%
EBIT Margin	3.6%	3.2%	0.4PP
Rail
Rail	Rolling Stock/	Refurbishment/	DC-Rail

• Continued strong orders momentum: continued strong orders momentum in the e-Mobility business (fast-charging)
• Strong revenue growth: mainly due to revenue recognition of the e-Mobility (charging) projects
• Solid EBIT margin: margin impacted by some one-off effects, expecting margin to improve for the rest of the year

Rail				DC-Power: Components and Applications
Rail Infrastructure	Rolling Stock/ Bus	Refurbishment/ Aftersales	DC-Rail components	New Energy / New Industry Generation, Storage, Distribution and Industry	e-Mobility Automotive	e-Mobility Charging

Guidance 2021: Re-affirming our guidance for full-year 2021, backed by a good start in Q1 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 Q1 2021 - Schaltbau Group

Assets (k€)	31 03 2021	31 12 2020
Intangible Assets	43 242	43 416
Property , plant and equipment	95 255	94 438
Investment property	3 631	3 678
At-equity accounted investments	1 642	2 154
Other investments	2 048	2 067
Deferred tax assets	8 971	9 204
Non-current assets	154 789	154 957
Inventories	127 568	118 690
Trade receivables account	880 77	72 816
Current tax assets	181	162
Other receivables and assets	18 102	19 850
Contract (current) assets	7 147	5 982
Cash and cash equivalents	27 143	39 379
Current assets	258 021	256 879
Total assets	412 810	411 836

Equity and liabilities (k€)	31 03 2021	31 12 2020
Equity	93 705	90 735
Pension provisions	37 050	39 102
Personnel-related provisions	6 531	221 5
Other provisions	467	499
Financial liabilities	106 962	108 598
Contract (non-current) liabilities	11 724	11 727
Other liabilitiies	6 788	6 465
Deferred tax assets	1 759	1 817
Non-current liabilities	171 281	173 429
Personnel-related provisions	10 512	14 224
Other provisions	28 955	26 144
Income payable tax	3 183	3 306
Financial liabilities	14 138	10 587
Trade payable accounts	40 524	41 869
Contract liabilities (current)	22 602	22 219
Other liabilities	27 910	29 323
Non-current liabilities	147 824	147 672
Total equity and liabilities	412 810	411 836

Consolidated income statement Q1 2021 - Schaltbau Group

(k€)	31 03 2021	31 03 2020
Revenue	124 151	119 559
Change in inventories of finished and work in progress	768 5	821 5
Own work capitalised	474	422
Total output	130 393	125 802
Other operating income	1 775	2 894
Cost of materials	(67 447)	(67 239)
Personnel expense	(42 839)	(43 056)
Depreciation , amortisation and impairment losses	(3 984)	(3 908)
Other operating expenses	(10 671)	(10 678)
Impairment losses	(1 108)	40
Profit/loss before financial result and (EBIT) taxes	6 119	3 855
from Results investments	(163)	221
Financial result	(1 463)	(1 480)
Profit/loss before taxes	4 493	2 596
Income taxes	(706)	(877)
Group profit/loss for the net year	3 787	1 719

Consolidated cash flow statement Q1 2021 - Schaltbau Group

(€m, rounded)	Q1 2021	Q1 2020
Cashflow from operating activities	-7.3	-1.7
Cashflow from investing activities	-3.3	-3.2
Free Cashflow	-10.6	-4.9
Cashflow from financing activities	-1.6	-6.4
Cash funds at the end of the year	27.1	15.0