Vossloh AG

Quarterly Report • Oct 28, 2021

QUARTERLY STATEMENT AS OF SEPTEMBER 30, 2021

WERDOHL, OCTOBER 28, 2021

DISCLAIMER NOTE

This presentation contains statements concerning the future business performance of the Vossloh Group that are based on assumptions and estimates from the Company management. If the assumptions that the projections are based on fail to occur, the actual results of the projected statements may differ substantially. Uncertainties include changes in the political, commercial and economic climate, the actions of competitors, natural catastrophes, epidemics, legislative reforms, the effects of future case law and fluctuations in exchange rates and interest rates. Vossloh and its Group companies, consultants and representatives assume no responsibility for possible losses associated with the use of this presentation or its contents. Vossloh assumes no obligation to update the forecast statements in this presentation.

The information contained in this presentation does not constitute an offer or an invitation to sell or buy Vossloh shares or the shares of other companies.

STRONG THIRD QUARTER DESPITE SIGNIFICANT BURDENS FROM SUBSTANTIALLY HIGHER MATERIAL PRICES

CONTINUING STRONG OPERATIONAL BUSINESS DEVELOPMENT

Sales in Q3 2021 up 5.0 percent to €235.8 million, 9M 2021 up 13.1 percent to €698.4 million

Increase compared to previous year mainly due to Core Components (Vossloh Fastening Systems); Customized Modules slightly above previous year, Lifecycle Solutions stable

EBIT of €19.8 million in Q3 2021 very encouraging in light of the burdens from higher material prices (previous year: €24.5 million)

EBIT after 9M 2021 increased to €62.2 million (previous year: €54.5 million, boosted by a positive book effect of €15.6 million); main driver of the improvement is the China business from Vossloh Fastening Systems

Net income in Q3 2021 of €13.2 million (previous year's quarter: €18.7 million); after 9M 2021 improved by €24.7 million to €33.8 million

Earnings per share almost tripled to €1.30 after 9M 2021 (previous year: €0.45)

Free cash flow in Q3 2021 at €25.5 million; after 9M 2021 at €9.8 million significantly improved compared to previous year (€(51.9) million, including €(54.1) million from discontinued operations)

Equity ratio at a very high level of 45.5 percent also thanks to hybrid note (September 30, 2020: 32.8 percent); substantially strengthened balance sheet significantly increases financial flexibility

GOOD ORDER SITUATION THANKS TO IMPORTANT SALES SUCCESSES

Orders received in Q3 slightly below previous year (€223.0 million) at €207.9 million; book-to-bill after 9M 2021 at 0.96; high orders received expected in Q4

Order volume for published framework agreements in 2021 with ARTC (Australia), ProRail (the Netherlands), STIB (Belgium) and Bane NOR (Norway) totaling well over €200 million; of this, only around €18 million included in orders received 9M 2021

New framework agreement with Queensland Rail for the supply of concrete ties in Australia and strategically important contract for a major project in Turkey for the supply of rail infrastructure components signed in October

INNOVATIVE VOSSLOH SERVICE PORTFOLIO MAKES IMPORTANT CONTRIBUTION TO SUSTAINABLE MOBILITY

SUCCESSES IN THE SERVICE BUSINESS

First use of milling technology at a Class I operator in
the USA, 30 shifts successfully completed; strong
interest from other Class I operators and transit
customers

Market leadership in milling extended by winning framework agreement with Trafikverket in Sweden

Deployment of the smart HSG-city in Italy, diagnostic and grinding services for tailored maintenance for the customer Milan Metro

Operation of high-performance milling machine in Europe starting in November; innovative milling technology enables more material removal and higher speed

INVESTMENT PROGRAMS TO PROMOTE RAIL

Numerous investment programs to promote rail mobility have been set up around the world, but in many cases long planning periods are expected before implementation:

• − USA: USD 66 billion for Amtrak and USD 90 billion for total transit infrastructure (final passage in House of Representatives pending)
• − Germany: €86 billion for rail infrastructure maintenance and modernization until 2030 plus €5.5 billion for "Digital Rail"
• − Italy: €23 billion, a significant portion for massive expansion of the high-speed network
• − Australia: over €15 billion earmarked for various rail infrastructure projects
• − Eastern Europe: well over €10 billion in rail investments announced, including Rail Baltica
• − EU Green Deal: aiming to double high-speed traffic by 2030 and freight transport by 2050 in Europe

FURTHER PROGRESS IN SUSTAINABILITY

Sustainability has been a high priority at Vossloh for many years; selected successes:

• − CO² intensity reduced by 10 percent between 2017 and 2019 (compared to 2020 by just under 20 percent)
• − All German production sites switched to green power
• − Top ratings from renowned agencies (including Prime Status with ISS ESG, AA with MSCI ESG Research, Silver with Ecovadis)

Group-wide sustainability program adopted by the Executive Board in September 2021; Group-wide framework created for central alignment of global sustainability activities; reprioritization of key issues and translation into Group-wide targets ongoing

Sustainability commitment of the Executive Board underscores even greater focus on sustainability (Sustainability commitment of the Executive Board)

SALES REVENUES AND OPERATIONAL PROFITABILITY SIGNIFICANTLY ABOVE PREVIOUS YEAR

KEY GROUP INDICATORS	1–9/2020		1–9/2021
Sales revenues	€ mill.		617.7		698.4
EBITDA/EBITDA margin	€ mill./%	91.7 /	14.8	100.8 /	14.4
EBIT/EBIT margin	€ mill./%	54.5 /	8.8	62.2 /	8.9
Net income	€ mill.		9.1		33.8
Earnings per share	€		0.45		1.30
Free cash flow1	€ mill.		(51.9)		9.8
Capital expenditure	€ mill.		42.1		28.5
Value added	€ mill.		9.1		15.2

¹Previous year's figure negatively affected by €(54.1) million from discontinued operations.

NOTES

Sales revenues significantly higher than in previous year (+13.1 percent), increase largely attributable to Core Components, Customized Modules also slightly above previous year, Lifecycle Solutions at previous year's level

EBIT and EBIT margin significantly higher on operational basis, especially due to Core Components and Customized Modules, in contrast Lifecycle Solutions still noticeably lower year on year; significant burdens from increase in material prices in 2nd half particularly at Core Components

Net income substantially improved year on year; previous year's figure impacted by losses from discontinued operations; in contrast, significantly higher tax expense year on year due to higher operating result and impairment of deferred taxes in Germany; earnings per share almost tripled

Free cash flow in Q3 2021 at €25.5 million, back in positive territory after nine months; clear improvement on previous year's figure, which was significantly impacted by discontinued operations

Capital expenditure in all divisions below high level from previous year, significant increase in capital expenditure expected in Q4 2021

Value added greatly improved compared to previous year

5 Quarterly Statement Q3/2021

EQUITY RATIO INCREASED TO OVER 45 PERCENT, NET FINANCIAL DEBT SIGNIFICANTLY REDUCED

KEY GROUP INDICATORS		1–9/2020 9/30/20	2020 12/31/20	1–9/2021 9/30/21
Equity	€ mill.	401.8	412.4	579.2
Equity ratio	%	32.8	34.0	45.5
Average working capital	€ mill.	188.2	186.4	198.3
Average working capital intensity	%	22.9	21.4	21.3
Closing working capital	€ mill.	206.5	155.3	191.9
Average capital employed	€ mill.	864.9	865.8	896.1
Closing capital employed	€ mill.	887.2	849.4	897.6
Net financial debt	€ mill.	362.1	307.4	192.4
Net financial debt (including lease liabilities)	€ mill.	406.6	351.3	231.7

NOTES

Equity up significantly compared to the end of 2020, in particular due to the hybrid note (around €150 million) and positive business performance

Average working capital intensity noticeably reduced compared to previous year, all divisions contributing to improvement; working capital as of September 30, 2021, also below previous year thanks to Customized Modules and Core Components

Capital employed as of September 30, 2021, higher compared with previous year's reporting date, due to acquisition of ETS

Net financial debt excluding lease liabilities down by €169.7 million compared to the end of Q3 2020, mainly due to cash inflows from the hybrid note of around €150 million and positive FCF of around €66 million in the last twelve months; this was offset by dividend, lease and interest payments as well as the payment for the acquisition of ETS in Q3 2021

ORDERS RECEIVED STILL BELOW HIGH LEVEL FROM PREVIOUS YEAR, HIGH ORDERS RECEIVED EXPECTED IN FINAL QUARTER OF 2021

ORDERS RECEIVED (in € mill.) ORDER BACKLOG (in € mill.)

NOTES

Orders received after nine months still below high level from previous year as expected; in particular lower orders received at Vossloh Tie Technologies in the USA, at Customized Modules in France and Eastern Europe (especially in Poland) and at Lifecycle Solutions in Northern Europe; in contrast, significantly higher orders received achieved especially in Mexico, Australia (especially Customized Modules and Vossloh Fastening Systems), India (especially Vossloh Fastening Systems) and Germany (Lifecycle Solutions and Vossloh Fastening Systems); book-to-bill at 0.96; high orders received expected in Q4 2021, including from China

Order backlog of the Vossloh Group significantly below previous year as expected due to the planned processing of the high order backlog at Core Components, especially at Vossloh Fastening Systems in China and Vossloh Tie Technologies in the USA and Australia; in contrast, Customized Modules noticeably above previous year (including significant increase at the companies in Luxembourg and Australia), Lifecycle Solutions significantly above previous year (mainly due to sales of several maintenance machines); noticeable increase in order backlog expected at the end of the year

CORE COMPONENTS DIVISION

SALES REVENUES AND OPERATIONAL PROFITABILITY SIGNIFICANTLY ABOVE PREVIOUS YEAR¹

¹Previous year's figures, with the exception of sales, include a positive book effect on EBIT (€15.6 million) related to the transitional consolidation of a Chinese joint venture.

8 Quarterly Statement Q3/2021

FASTENING SYSTEMS BUSINESS UNIT

SALES REVENUES SIGNIFICANTLY ABOVE PREVIOUS YEAR, VALUE ADDED CLEARLY HIGHER DESPITE POSITIVE BOOK EFFECT IN PREVIOUS YEAR

SALES (in € mill.) VALUE ADDED¹ (in € mill.)

¹Previous year's figure includes a positive book effect on EBIT (€15.6 million) related to the transitional consolidation of a Chinese joint venture.

9 Quarterly Statement Q3/2021

at the previous year's level

TIE TECHNOLOGIES BUSINESS UNIT

VALUE ADDED POSITIVE AND NOTICEABLY IMPROVED

SALES (in € mill.) VALUE ADDED (in € mill.)

projects in the USA and Australia

CUSTOMIZED MODULES DIVISION

SALES REVENUES SLIGHTLY ABOVE PREVIOUS YEAR WITH NOTICEABLY HIGHER PROFITABILITY

LIFECYCLE SOLUTIONS DIVISION

SALES REVENUES STABLE AT PREVIOUS YEAR'S LEVEL, EBIT MARGIN STILL BELOW PREVIOUS YEAR

SIGNIFICANT INCREASE IN SALES, PARTICULARLY IN CHINA, GERMANY AND ITALY

Sales in the USA down year on year, particularly in VTT, partially also driven by changes in CM portfolio

Lower sales revenues in France offset by higher sales revenues in Germany; decline in sales revenues in Sweden

almost offset by higher sales revenues in Norway; higher sales revenues in Italy Sales revenues in Australia higher mainly due to CM and VFS, sales increase in Africa, particularly in Egypt, driven by CM and VFS

Higher sales revenues in Asia, particularly in China (VFS) and India (CM and VFS)

VOSSLOH GROUP: OUTLOOK

OUTLOOK CONFIRMED OVERALL BASED ON BUSINESS PERFORMANCE IN Q3/2021

Sales

2020: €869.7 million 2021 forecast: €900 million to €950 million

/ Forecast changed on July 19, 2021

/ Original expectation of €850 million to €925 million for 2021 revised upwards, particularly for Core Components (significant improvement for Vossloh Fastening Systems, Vossloh Tie Technologies down year on year); sales growth now also forecast for Customized Modules and Lifecycle Solutions (following the acquisition of ETS)

Value added

2020: €12.4 million 2021 forecast: €0 million to €15 million

/ Value added in the 2021 fiscal year largely on a par with previous year's level due to higher expected operational profitability and therefore positive once again; noticeable improvement in operational terms compared to the positively impacted figure from the transitional consolidation of a company in the previous year

EBITDA margin

2020: 12.4 percent¹ 2021 forecast: 13 to 14 percent

EBIT margin

2020: 6.6 percent¹ 2021 forecast: 7 to 8 percent

/ Major improvement in operational profitability expected despite significant negative impact due to substantially higher material prices; operating EBIT margin expected to increase at Core Components and Customized Modules, Lifecycle Solutions at previous year's level due to the integration of ETS

¹ Without the book effect of the transitional consolidation of a Chinese company in the amount of €15.6 million; corresponds to an EBIT and EBITDA margin of approximately 1.8 percent.

FINANCIAL CALENDAR AND CONTACT INFORMATION

HOW YOU CAN REACH US

Financial calendar 2022

• / March 17, 2022 Annual Report 2021
• / April 28, 2022 Quarterly statement as of March 31, 2022
• / May 18, 2022 Annual General Meeting (expected)

Contact information for investors:

Dr. Daniel Gavranovic Email: investor.relations@vossloh.com Phone: +49 (0) 23 92 / 52-609 Fax: +49 (0) 23 92 / 52-219

Contact information for the media:

Andreas Friedemann (Kirchhoff Consult AG) Email: presse@vossloh.com Phone: +49 (0) 23 92 / 52-608 Fax: +49 (0) 23 92 / 52-219

15 Quarterly Statement Q3/2021

Enabling green mobility

THANK YOU FOR YOUR TIME.

VOSSLOH GROUP INCOME STATEMENT

€ mill.	1 –9/2020	1 –9/2021
Sales revenues	617.7	698.4
Cost of sales	(476.4)	(527.0)
General administrative and selling expenses	(104.3)	(112.8)
Allowances and write -ups of financial assets	0.1	1.0
Research and development costs	(6.9)	(6.8)
Other operating income	15.4	8.6
Other operating expense	(9.5)	(4.2)
Operating result	36.1	57.2
Result from investments in companies accounted for using the equity method	2.7	2.8
Other financial income	15.7	2.2
Other financial expense	0.0	0.0
Earnings before interest and taxes (EBIT)	54.5	62.2
Interest income	2.5	1.2
Interest and similar expense	(13.2)	(6.9)
Earnings before taxes (EBT)	43.8	56.5
Income taxes	(8.8)	(22.4)
Result from continuing operations	35.0	34.1
Result from discontinued operations	(25.9)	(0.3)
Net income	9.1	33.8
thereof attributable to shareholders of Vossloh AG	7.9	22.8
thereof attributable to hybrid capital investors	-	3.6
thereof attributable to noncontrolling interests	1.2	7.4
Earnings per share
Basic/diluted earnings per share (€)	0.45	1.30
thereof attributable to continuing operations	1.92	1.32
thereof attributable to discontinued operations	(1.47)	(0.02)

VOSSLOH GROUP BALANCE SHEET

Assets in € mill.	9/30/2020	12/31/2020	9/30/2021
Intangible assets	312.4	314.4	328.8
Property, plant and equipment	301.3	313.6	316.0
Investment properties	4.5	4.4	4.4
Investments in companies accounted for using the equity method	56.6	55.9	52.4
Other noncurrent financial instruments	6.0	6.0	4.4
Other noncurrent assets	3.1	3.9	3.1
Deferred tax assets	19.2	20.4	12.7
Noncurrent assets	703.1	718.6	721.8
Inventories	179.2	163.4	192.3
Trade receivables	212.8	209.5	215.8
Contract assets	8.0	4.3	7.1
Income tax assets	5.8	3.3	6.7
Other current financial instruments	27.3	21.8	18.1
Other current assets	25.9	24.1	31.7
Short-term securities	0.0	0.3	1.3
Cash and cash equivalents	54.2	67.8	77.6
Current assets	513.2	494.5	550.6
Assets held for sale	8.5	1.3	0.0
Assets	1,224.8	1,214.4	1,272.4

Equity and liabilities in € mill.	9/30/2020	12/31/2020	9/30/2021
Capital stock	49.9	49.9	49.9
Additional paid-in capital	190.4	190.4	190.4
Retained earnings and net income	160.6	170.2	173.6
Hybrid capital	-	-	148.4
Accumulated other comprehensive income	(12.1)	(14.0)	(7.6)
Equity excluding noncontrolling interests	388.8	396.5	554.7
Noncontrolling interests	13.0	15.9	24.5
Equity	401.8	412.4	579.2
Pension provisions/provisions for other post-employment benefits	35.5	35.5	36.4
Other noncurrent provisions	9.7	12.4	13.4
Noncurrent financial liabilities	176.2	244.5	212.7
Other noncurrent liabilities	3.1	2.8	2.9
Deferred tax liabilities	9.8	7.7	8.4
Noncurrent liabilities	234.3	302.9	273.8
Other current provisions	55.5	56.4	53.6
Current financial liabilities	284.7	175.0	97.8
Current trade payables	130.4	152.3	144.0
Current contract liabilities	0.0	0.0	0.0
Current income tax liabilities	5.4	6.8	8.4
Other current liabilities	106.3	105.6	115.6
Current liabilities	582.3	496.1	419.4
Liabilities related to assets held for sale	6.4	3.0	0.0
Equity and liabilities	1,224.8	1,214.4	1,272.4

KEY PERFORMANCE INDICATORS

		Core Components		Fastening Systems		Tie Technologies		Customized Modules		Lifecycle Solutions
		1–9/2020	1–9/2021	1–9/2020	1–9/2021	1–9/2020	1–9/2021	1–9/2020	1–9/2021	1–9/2020	1–9/2021
Sales revenues	€ mill.	258.4	339.3	139.8	232.7	126.7	111.4	287.8	292.6	79.0	78.6
EBITDA1	€ mill.	52.7	63.5					32.9	33.6	16.0	13.4
EBITDA margin1	%	20.4	18.7					11.4	11.5	20.3	17.0
EBIT1	€ mill.	36.5	45.4					21.3	23.7	7.2	4.1
EBIT margin1	%	14.1	13.4					7.4	8.1	9.1	5.2
Average working capital	€ mill.	99.2	122.4					77.6	68.7	13.5	12.4
Average working capital intensity	%	28.8	27.0					20.2	17.6	12.8	11.9
Average capital employed	€ mill.	318.6	350.3					367.7	364.8	177.4	181.2
ROCE1	%	15.3	17.3					7.7	8.7	5.4	3.0
Value added1	€ mill.	19.7	27.0	21.8	26.3	(2.0)	0.7	2.0	4.6	(2.1)	(5.4)
Orders received	€ mill.	297.4	276.7	167.0	181.8	142.9	98.7	342.6	309.0	84.0	96.5
Order backlog (9/30)	€ mill.	311.7	177.5	209.7	120.3	109.1	61.8	327.9	354.6	15.5	26.7
Capital expenditure	€ mill.	17.5	13.9	13.9	10.9	3.6	3.0	13.6	6.9	10.5	6.6
Depreciation/amortization	€ mill.	(16.2)	(18.1)	(6.4)	(6.4)	(9.8)	(11.7)	(11.6)	(9.8)	(8.8)	(9.3)

¹Previous year's figures for Core Components include a positive book effect on EBIT (€15.6 million) related to the transitional consolidation of a Chinese joint venture

VOSSLOH GROUP CASH FLOW STATEMENT

€ mill.	1–9/2020	1–9/2021
Earnings before interest and taxes (EBIT)	54.5	62.2
EBIT from discontinued operations	(22.4)	(0.3)
Amortization/depreciation/impairment losses/reversal of impairment losses of noncurrent assets	46.7	38.3
Change in noncurrent provisions	(1.1)	2.7
Gross cash flow	77.7	102.9
Income taxes paid	(10.4)	(16.5)
Change in working capital	(71.7)	(21.3)
Other changes	(15.9)	(21.3)
Cash flow from operating activities	(20.3)	43.8
Investments in intangible assets and property, plant and equipment	(31.6)	(34.8)
Investments in companies accounted for using the equity method	(0.1)	0.0
Cash-effective dividends from companies accounted for using the equity method	0.1	0.8
Free cash flow	(51.9)	9.8

Reporting date Average Employees 9/30/2020 9/30/2021 1–9/2020 1–9/2021 Core Components 943 863 938 877 Customized Modules 1,999 2,122 1,991 2,132 Lifecycle Solutions 490 531 499 516 Vossloh AG 59 65 58 62 Group 3,491 3,581 3,486 3,587

PRICE PERFORMANCE, SHARE INFORMATION AND SHAREHOLDER STRUCTURE

4.99

44.92

Information on the Vossloh share
ISIN	DE0007667107
Trading locations	Xetra, Düsseldorf, Frankfurt, Berlin, Hamburg, Hanover, Stuttgart, Munich
Number of shares outstanding on 9/30/2021	17,564,180
Share price (9/30/2021)	€45.95
High price/low price January to September 2021	€49.45/€39.35
Market capitalization (9/30/2021)	€807.1 million
Reuters code	VOSG.DE
Bloomberg code	VOS:GR