Stabilus SE

Investor Presentation • May 13, 2016

Stabilus S.A. (the "Company", later "Stabilus") has prepared this presentation solely for your information. It should not be treated as giving investment advice. Neither the Company, nor any of its directors, officers, employees, direct or indirect shareholders and advisors nor any other person shall have any liability whatsoever for any direct or indirect losses arising from any use of this presentation.

While the Company has taken all reasonable care to ensure that the facts stated in this presentation are accurate and that the opinions contained in it are fair and reasonable, this presentation is selective in nature. Any opinions expressed in this presentation are subject to change without notice and neither the Company nor any other person is under any obligation to update or keep current the information contained in this presentation. Where this presentation quotes any information or statistics from any external source, you should not interpret that the Company has adopted or endorsed such information or statistics as being accurate. This presentation contains forward-looking statements, which involve risks, uncertainties and assumptions that could cause actual results, performance or events to differ materially from those described in, or expressed or implied by, such statements. These statements reflect the Company's current knowledge and its expectations and projections about future events and may be identified by the context of such statements or words such as "anticipate," "believe", "estimate", "expect", "intend", "plan", "project" and "target". No obligation is assumed to update any such statement.

• 1. Financial highlights
• 1. Business by region
• 1. Business by customer market
• 1. Update on the acquisition of SKF entities
• 1. Appendix

• Financial highlights 1.

Highlights Q2 FY2016

Fiscal year-end September

Revenue	• Revenue up by 14.9% to €180.9mm (+€23.4mm vs. Q2 FY15) • Growth in all regions with NAFTA (+19.1%), Europe (+13.7%) as well as Asia / Pacific and RoW (+7.1%) • Growth in all markets with Powerise (+42.2%), Capital Goods (+9.2%), Swivel Chair (+6.8%) and Gas Spring (+6.4%)
Adj. EBITDA	• Adj. EBITDA up by 16.0% to €34.0mm (+€4.7mm vs. Q2 FY15) • Adj. EBITDA margin at 18.8% (vs. Q2 FY15 margin of 18.6%)
Adj. EBIT	• Adj. EBIT up by 15.6% to €25.2mm (+€3.4mm vs. Q2 FY15) • Adj. EBIT margin at 13.9% (vs. Q2 FY15 margin of 13.8%)
Net debt	• Net financial debt1 of €218.9mm • Net financial debt / adj. EBITDA LTM decreased to 1.9x (vs. 2.1x as per end FY2015)
Significant events and transactions	• On April 26, 20162 Stabilus has signed an agreement to acquire ACE, Hahn Gasfedern und Fabreeka / Tech Products in an all-cash transaction for a total consideration of US\$330mm, plus US\$9mm for sharing of expected US tax benefits • Closing is subject to approval by antitrust authorities; it is expected to take place during summer 2016

Note:

¹ Net financial debt = principal amount of senior facilities (€265.0mm) less cash (€46.1mm)

² See analyst presentation "Expanding Stabilus' Industrial Business" dated April 26, 2016 on Stabilus Investor Relations website (www.ir.stabilus.com)

Stabilus shows strong operating performance in Q2 FY2016 (y-o-y)

Note: Stabilus fiscal year-end is September

¹ Adjusted EBIT / EBITDA represents EBIT / EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes and other non-recurring costs, as well as interest on pension charges and – in case of adj. EBIT – depreciation and amortization of PPA

²Simplified definition of FCF differs from more detailed presentation in the quarterly report and in the appendix of this presentation

Stabilus shows strong operating performance in H1 FY2016 (y-o-y)

Note: Stabilus fiscal year-end is September

¹ Adjusted EBIT / EBITDA represents EBIT / EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes and other non-recurring costs, as well as interest on pension charges and – in case of adj. EBIT – depreciation and amortization of PPA

²Simplified definition of FCF differs from more detailed presentation in the quarterly report and in the appendix of this presentation

2. Business by region

1.

Q2 FY2016 revenue and adj. EBIT growth – by region (y-o-y)

Note: Stabilus fiscal year-end is September. Numbers rounded to one decimal. Due to rounding, numbers presented may not add up precisely to the totals provided ¹ Billed-from view, without intersegment revenue

² Adjusted EBIT represents EBIT, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes and other non-recurring costs, as well as interest on pension charges and the depreciation and amortization of Group's assets to fair value resulting from April 2010 purchase price allocation (PPA)

NAFTA – Q2 FY2016 revenue and adj. EBIT growth (y-o-y)

• NAFTA car production in Q2 FY16 at 4.5mm units, i.e. +5.0% vs. previous year quarter
• NAFTA Q2 FY16 revenue increased by 19.1% to €68.1mm (37.6% of group revenue vs. 36.3% in Q2 FY15)
• Revenue in US\$ terms improved by 15.4% to \$75.1mm in Q2 FY16 vs. \$65.1mm in Q2 FY15
• Strong US auto economy combined with good SUV sales provide a stable base for future growth

Europe – Q2 FY2016 revenue and adj. EBIT growth (y-o-y)

Note: Stabilus fiscal year-end is September ¹ External revenue only

• Car production in Q2 FY16 at 5.5mm units, i.e. +1.8% vs. previous year quarter
• Europe's Gas Spring revenue increased by 3.1% to €36.7mm in Q2 FY16, supported by increased Federbein sales
• European Powerise revenue increased by 66.9% to €21.7mm in Q2 FY16 following various launches since Q2 FY15 e.g. Ford Galaxy, VW Passat CC, VW Phideon, BMW X1

Asia / Pacific and RoW – Q2 FY2016 revenue and adj. EBIT growth (y-o-y)

Note: Stabilus fiscal year-end is September ¹ External revenue only

• Asia/Pacific and RoW car production in Q2 FY16 at 12.8mm units, i.e. -0.8% vs. previous year quarter (China: +3.9%, Japan/Korea: -3.8%, South America: -26.2%)
• 7.1% year-over-year revenue growth in Q2 FY16 mainly driven by automotive gas springs
• China: China's Q2 FY16 revenue at €12.4mm (+17.0% vs. Q2 FY15)
• Chinese market shows increasing trend to SUVs and "boxy cars" which is very supportive for our revenue outlook in this market

• Korea's Q2 FY16 EBIT contribution decreased by €0.1mm vs. Q2 FY15, largely explaining the slight decrease of Asia/Pacific and RoW's margin

• Business by customer market

Q2 FY2016 revenue growth – by business (y-o-y)

Q2 FY2016 revenue growth – Automotive business (y-o-y)

• Growth Global car production in Q2 FY16 up to 22.8mm (+1.4% vs. 22.5mm in Q2 FY15)
• Continuing consumer trend towards SUV's supports automotive revenue development
• Automotive Gas Spring business with 6.4% revenue increase continues to outperform vehicle production growth, supported by higher Federbein sales
• 42.2% growth in Powerise reflects production rampups and new product launches across various OEMs since Q2 FY15, e.g. Ford Galaxy, Ford Everest, VW Passat CC, VW Phideon, BMW X1, GMC Terrain, Tesla Model X, Buick Envision, Chevrolet Equinox, Cadillac SRX

Note: Stabilus fiscal year-end is September

Q2 FY2016 revenue growth – Industrial business (y-o-y)

• Growth in Industrial business at 8.8% outperforms global economic growth
• Swivel Chair revenue improvement of 6.8% confirms success of the turnaround strategy and customer interest – European sales up by 8.1% or €0.5mm, NAFTA sales up 10.0% or €0.1mm
• Strong Industrial growth despite continuing soft construction end-markets dynamics – NAFTA's sales up by 24.1% or €2.7mm (driven esp. by solar panel dampers), Europe's sales up by 3.3% or €0.9mm, Asia/Pacific and RoW's sales up by 5.0% or €0.1mm

Note: Stabilus fiscal year-end is September

4. Update on the acquisition of SKF entities

5.

Stabilus' evolution – from one product company to supplier of a broad range of motion control and damping solutions

Balanced product portfolio allows for profitable growth

Business profile – focus on complementary industrial solutions

Focus	Motion	Automation		Vibration
Products	Gas springs  Tension springs  Locking gas springs  Double-stroke gas springs 	Shock absorbers  Dampers  Gas springs 	Vibration isolation solutions  Bearing pads  Structural thermal break  Expansion bearings 	Elastomeric  vibration isolators Shock mounts  Other anti-vibration products 
Selected Applications	Transportation Medical Aerospace Automation	Furniture Agriculture Shipbuilding Medical	Construction Transportation Machinery	Power Generation Industrial equipment Off-highway
Customers	Highly diverse customer structure:	17,000 direct customers  275 distribution partners 
Key Strengths	Catering many niches Stabilus  currently does not service Specific technology to service  each niche Strong innovation capabilities  Fast and flexible in prototyping/  serial introduction, small lots	Broad product range in dampers  with no Stabilus overlap Strong brand/ C-customer  access Strong innovation capabilities  Established and dense  distribution network Strong management loyalty 	Materials engineering capabilities in elastomer, rubber,  rubber-metal bonding's Ability to engineer high and low frequency vibration isolation  Simulation capabilities  Custom molding and pneumatic capabilities  Sales synergies (Mainly with ACE) 

Note: Data as provided by the seller

Acquisition of SKF entities to significantly expand industrial business …

Acquisition of SKF entities strongly supports Stabilus' equity story

Note: Stabilus fiscal year-end is September; acquired entities fiscal year end is December Source: Financial data of acquired entities as communicated by the seller

… resulting in a highly complementary combination

New business – strengths		Stabilus – strengths
Customer-specific engineered solutions and standard products Highly flexible, small lot size capabilities	Strong position in both high-volume and high mix segments	Strong player in high-volume / high efficiency production
Excellent industrial niche operator with strength in high-mix / low-volume segments	Increased scale in industrial business	Global player with world-wide footprint and customer access More than 27,000 direct and indirect customers across multiple end markets
Strong brands, strong technology and innovation power	Access to new markets in existing geographies for both parties	Strong growth track record of a strong brand – successful product innovation and expansion into Asia
Excellent financial profile (25% EBIT margin in FY15) and capital efficiency	Technology sharing, product innovation, accelerated time-to-market	Strong financial performance and value creation track record

5 . Appendix 5.

Q2 FY2016 P&L overview

Total adjustments 3.6 3.4

P&L (€mm)
3 months ended			Q2 FY	March 2015 Actual	March 2016 Actual
Revenue				157.5	180.9
COGS				(117.7)	(133.9)
Gross Profit				39.8	47.0
% margin				25.3%	26.0%
R&D				(6.1)	(7.2)
S&M				(10.9)	(11.7)
G&A				(6.1)	(7.2)
Other income/expenses				1.4	0.8
Adjustments				3.6	3.4
Adj. EBIT				21.8	25.2
% margin				13.8%	13.9%
Depreciation & amortization (excl. PPA)				7.6	8.8
Adj. EBITDA				29.3	34.0
% margin				18.6%	18.8%
Advisory	0.1	-
Restructuring / ramp-up	0.1	-
Pension interest add-back	0.3	0.3
PPA adjustments	3.1	3.1

H1 FY2016 P&L overview

Total adjustments 9.5 6.9

P&L (€mm)
6 months ended			H1 FY	March 2015 Actual	March 2016 Actual
Revenue				292.6	348.2
COGS				(222.1)	(260.8)
Gross Profit				70.5	87.4
% margin				24.1%	25.1%
R&D				(11.5)	(13.0)
S&M				(21.3)	(22.9)
G&A				(13.4)	(13.8)
Other income/expenses				3.2	1.6
Adjustments				9.5	6.9
Adj. EBIT				37.1	46.2
% margin				12.7%	13.3%
Depreciation & amortization (excl. PPA)				14.9	16.5
Adj. EBITDA				51.9	62.7
% margin				17.7%	18.0%
Advisory	0.8	-
Restructuring / ramp-up	1.8	-
Pension interest add-back	0.6	0.6
PPA adjustments	6.3	6.3

Balance sheet overview

Balance sheet (€mm)
	September 2015 Actual	March 2016 Actual
Property, plant and equipment	134.0	142.0
Goodwill	51.5	51.5
Other intangible assets	166.5	162.4
Inventories	59.8	60.5
Trade receivables	62.8	76.4
Other assets	28.2	22.1
Cash	39.5	46.1
Total assets	542.2	560.9
Equity incl. minorities	76.7	96.7
Debt (incl. accrued interest)	263.6	261.6
Pension plans and similar obligations	48.0	51.1
Deferred tax liabilities	39.0	36.5
Trade accounts payable	68.9	65.8
Other liabilities	46.0	49.1
Total equity and liabilities	542.2	560.9

Cash flow overview and free cash flow (3M ended March 31, 2016)

Cash Flow Statement (€mm)
3 months ended	Q2 FY	March 2015 Actual	March 2016 Actual
Cash flow from operating activities		15.4	31.1
Cash flow from investing activities		(11.7)	(14.1)
Cash flow from financing activities		(0.2)	(4.1)
Net increase / (decrease) in cash		3.6	12.9
Effect of movements in exchange rates		1.7	(0.5)
Cash as of beginning of the period		23.0	33.8
Cash as of end of the period		28.4	46.1

Free Cash Flow (€mm)

3 months ended	Q2 FY	March 2015 Actual	March 2016 Actual
Cash flow from operating activities		15.4	31.1
Cash flow from investing activities		(11.7)	(14.1)
Payments for interest		-	(1.5)
Free cash flow		3.7	15.5

Cash flow overview and free cash flow (6M ended March 31, 2016)

Cash Flow Statement (€mm)
6 months ended	H1 FY	March 2015 Actual	March 2016 Actual
Cash flow from operating activities		24.9	39.9
Cash flow from investing activities		(21.6)	(27.5)
Cash flow from financing activities		(10.3)	(5.7)
Net increase / (decrease) in cash		(6.9)	6.7
Effect of movements in exchange rates		1.8	(0.1)
Cash as of beginning of the period		33.5	39.5
Cash as of end of the period		28.4	46.1

Free Cash Flow (€mm)

6 months ended	H1 FY	March 2015 Actual	March 2016 Actual
Cash flow from operating activities		24.9	39.9
Cash flow from investing activities		(21.6)	(27.5)
Payments for interest		(10.0)	(2.9)
Free cash flow		(6.7)	9.5

External revenue by region and customer market (3M ended March 31, 2016)

External revenue (€mm)
3 months ended	Q2 FY	March 2015 Actual	March 2016 Actual
Gas Spring		35.6	36.7
Powerise		13.0	21.7
Industrial		27.1	28.0
Swivel Chair		6.2	6.7
Europe		81.9	93.1
Gas Spring		24.0	26.6
Powerise		21.0	26.4
Industrial		11.2	13.9
Swivel Chair		1.0	1.1
NAFTA		57.2	68.0
Gas Spring		16.4	17.5
Powerise		-	-
Industrial		2.0	2.1
Swivel Chair		-	-
Asia / Pacific and RoW		18.4	19.7
Total Gas Spring		76.0	80.9
Total Powerise		33.9	48.2
Total Industrial		40.3	44.0
Total Swivel Chair		7.3	7.8
Total		157.5	180.9

External revenue by region and customer market (6M ended March 31, 2016)

External revenue (€mm)
6 months ended	H1 FY	March 2015 Actual	March 2016 Actual
Gas Spring		66.5	69.6
Powerise		24.2	39.2
Industrial		47.7	52.3
Swivel Chair		11.5	12.4
Europe		149.9	173.6
Gas Spring		44.2	54.1
Powerise		39.2	51.4
Industrial		21.3	27.5
Swivel Chair		2.0	2.3
NAFTA		106.7	135.3
Gas Spring		32.2	35.2
Powerise		-	-
Industrial		3.8	4.0
Swivel Chair		-	-
Asia / Pacific and RoW		36.0	39.3
Total Gas Spring		142.9	159.0
Total Powerise		63.3	90.7
Total Industrial		72.7	83.7
Total Swivel Chair		13.7	14.8
Total		292.6	348.2

Q2 and H1 FY2016 adj. EBITDA by region (3M and 6M ended March 31, 2016)

Adj. EBITDA by region (€mm)
3 months ended Q2 FY	March 2015 Actual	March 2016 Actual
Europe	17.2	19.6
NAFTA	8.9	10.7
Asia / Pacific and RoW	3.2	3.7
Total	29.3	34.0

6 months ended H1 FY	March 2015 Actual	March 2016 Actual
Europe	29.0	35.1
NAFTA	16.0	20.3
Asia / Pacific and RoW	6.9	7.3
Total	51.9	62.7