Annual General Meeting 2021 - MBB SE

Annual General Meeting 2021

MBB SE

Berlin, 8 June 2021

Overview

2020

2021

2

M&ATrack record Growth

3

As a listed family business, MBB generates growth through technological expertise

Family business

Capital Markets

Mittelstand

Technological expertise

Succession

Capital strength

Long-term

Entrepreneurship Transparency

Success

Germany

Team

110

205228 237

253

332

403

507

592

689

925 23 22 25 30

5568

86

2015

39

2011 20172012 2014 2021**2013 2016 2018 2019 2020*

>720

Continuous growth in revenues and EBITDA for over 10 years

EBITDA**CAGR 2011-21

+25 %

Revenues**CAGR 2011-21

+21 %

EBITDARevenues

* Revenues in 2020 adjusted for discontinued business in the area of offshore projects in connection with the acquisition of Bohlen & Doyen; adjusted EBITDA

** 2021 forecast for revenues and adjusted EBITDA

Revenues and EBITDAin € million

86

72

4

Source: Welt am Sonntag, Number 17, 25 April 2021

MBB stock with +2,833 % performance over the last 10 years

+2,833 %10-year performance of the MBB stock

Atoss

(Software)

Sartorius Vz

(MedTech)

Hypoport

(FinTech)

Secunet

Security

(Software)

+2,833 %

Top 5 German stocks by performance in %

#4of the top German stocks by performance

5

MBB benefits from its focus on long-term sustainability trends

Clean energy transition

Share of revenue(2020)

ESG impact

Clean energy infrastructure for the

decarbonized industry of the future

E-MobilityE-Mobility solutions for a CO2-free

transportation sector of the future

IT-Security

IT-Security solutions for more transparency

and security in the network

~87 % of revenues

~90 % of EBITDA

Significantly driven by

sustainability trends (ESG)

6

42 %

25 %

11 %

Ecological system solutions

9 % Ecological system solutions for CO2 neutrality

along the entire life cycle

Overview

2020

2021

7

Vorwerk and DTS grow strongly despite COVID-19

Technological ApplicationsService & Infrastructure Consumer Goods

* Revenues of the Friedrich Vorwerk Group adjusted for discontinued operations in the area of offshore projects in connection with the acquisition of Bohlen & Doyen

#1

8

E-Mobility

System solutions based on renewables

Energy infrastructure Tissue products

Mattresses for E-Commerce

Specialty chemicals for tooling

IT-Security

179

291

2019

2020*+62.6 %

+16.9 %

65

76

2019

2020-7.8 %

64

59

2019

2020

-33.4 %260

1732020

2019

39

32

2019

2020

-10.4 %47

42

2019

2020

-23.8 %21

16

2019

2020

-17.9 %

Focus on IT-Security products

Proprietary

IT-Security cloud

Proprietary Security

Operations Center (SOC)

Acquisition of IT-Security

software manufacturer ISLProprietary DTS IT-Security

products

Reseller Software manufacturerCloud provider

Evolution of DTS into an IT-Security specialist

Acquisition of a further 14 % stake

in software manufacturer ISL

DTS further increases stake in IT-Security specialist ISL and enters into strategic partnership

Strategic partnership with

Israeli IT-Security specialist

Infinipoint

DTS offering holistic IT-Security solutions

from a single source

Innovative solution for assessing the

device security situation

9

MBB exceeds original forecast and increases EBITDA margin

592

689

2019 2020

+16 %

68

86

2019 2020

10

12.5 %11.4 %

Original forecast

> 660

Original forecast

8-10 %

in € millionin € million

Revenues EBITDA adj.

MBB has a rock-solid balance sheet

* Liquidity incl. securities & gold

** Without cash positions

254

(32 %)

219

(27 %)

Assets

500

(62 %)

225

(28 %)

Equity & Liabilities

78

(10 %)

803 803

€182.5 million of

Net Cash in the

holding MBB SE

€253 million

Net Cash

330

Balance sheet as of 31 December 2020in € million

11

Non-current assets**

Current assets**

Cash*

Equity

Financial liabilities

Other liabilities

A decade of rising dividends and 5 share buyback programmes since IPO

1025 25 25

3344 50 55 57 59 61 66 69 70

8825

6166

88

20152009 20102006 2007 2008 2011 20132012 2014 2016 2017 2021e2018 2019 2020

50

122

132

176

€124,349,109

2x

5 x Share buyback program

IPO

2x2x

2x

12

Dividend payments in €-cent per share

Generation change in the MBB management team

Dr Constantin Mang

Chief Executive Officer

Current set-up New set-upfrom 01 July 2021

Board of Directors

Executive Directors

Dr Jakob Ammer

Chief Operating Officer

Torben Teichler

Chief Investment Officer

Dr Constantin Mang

Chief Investment Officer

Klaus Seidel

Chief Operating Officer

Dr Christof Nesemeier

Chief Executive Officer

Dr Christof Nesemeier

(Chairman)

Peter

Niggemann

Gert-Maria

Freimuth

Anton

Breitkopf

Gert-Maria Freimuth

(Chairman)

Peter

Niggemann

Dr Christof

Nesemeier

Anton

Breitkopf

13

Overview

2020

2021

14

Excellent basis for continuation of MBB success story

Acquisition of attractive long-term

growth companies

Sustainable organic growth

through strategic focus

Strategic development

through add-on acquisitions

Realisation of additional growth

potential leveraging the capital market

15

20.06.2019 Acquisition of majority stake in Friedrich Vorwerk

• Acquisition as part of a succession solution

• Clear perspective of add-on acquisitions

and a possible IPO

• Lean acquisition process

• 100 % financed by equity

Long-term perspective

MBB offers companies a long-term perspective

without intention to sell

Entrepreneurial culture

As a medium-sized family business, MBB has

an entrepreneurial culture

Equity-based financing

MBB primarily finances acquisitions using its own funds

without structured financing

Outstanding M&A-track record in German Mittelstand

Acquisition of attractive long-term

growth companies

MBB Case Study Vorwerk

16

20.06.2019

• Target-oriented focus on the future markets

hydrogen and electricity

• Active support for investment plans, e.g.

purchase of company site in Wiesmoor

• Specific support for strategic projects, e.g. ERP

implementation

Acquisition of majority of Friedrich Vorwerk

Ongoing Systematic value creation through strategic and

operational alignment

Sustainable growth of the subsidiaries

Sustainable organic growth

through strategic focus



MBB is an active sparring partner

for the long-term strategic focus of the subsidiaries

Operational Excellence

Implementation of best practices and operational excellence,

e.g. talent acquisition and digitalization

Operational value creation

Active operational support through established

mentoring model

17


20.06.2019

Add-on acquisitions of Bohlen & Doyen and Korupp

• Strategic positioning in electricity market

• Efficient execution of the acquisition process

• Lean due diligence and transaction structuring

Ongoing

01.11.2019

Accelerated growth through strategic add-on acquisitions

Systematic value creation through strategic and operative

alignment

01.03.2021


through add-on acquisitions

Deal sourcing

Broad network of industry contacts and M&A-consultants for

criteria based search for attractive add-ons

Post-merger integration

Active support in carve-out and

post-merger-integration processes

M&A process

25+ years experience in structuring and execution

of acquisition processes

18


25.03.2021 Successful IPO on the Frankfurt Stock Exchange


Add-on acquisition of Bohlen & Doyen

Add-on acquisition of Korupp

20.06.2019

15+ years of successful capital market experience

• First IPO in 2021 with results from 2020

• €900 million market capitalization

• Capital increase of €90 million to lift growth

potentials in electricity and hydrogen

• MBB still holds 36 % of the shares

01.11.2019

01.03.2021

Realisation of additional growth potential

leveraging the capital marketOngoing Systematic value creation through strategic and

operational alignment


Unique capital market track-record

With 15+ years capital market experience and 4 successful IPOs

MBB has gained a unique expertise in the German Mittelstand

Long-term shareholding of MBB

MBB stays invested long-term and actively in its subsidiaries

even after the IPO

Continuous exchange with investors

Long-term relationships and continuous exchange with

German and international investors

19

2006 2007 2017 2021

IPOIPO

IPO

IPO

MBB market capitalisationin € million*

IPOs remain key instrument to unlock growth potential for MBB

?

* Market capitalisation of MBB SE 1 month after the first trading day respectively

?

20

Excellent growth perspectives

37100

253

689

20202005

>1,300

2010 2015 2026

Vorwerk on a growth path in the wake of the

advancing clean energy transition

DTS with outstanding positioning in the

future market of IT-Security

Aumann with highly innovative E-Mobility orders

in a recovering market environment

Stand-alone or add-on acquisitions

offer significant non-linear growth potential

21

Revenuesin € million

* Adjusted for one-off expenses, which mainly consist of personnel expenses from IPO bonuses and other costs in connection with the IPO of Friedrich Vorwerk Group SE.

In the first quarter, MBB was able to increase EBITDA despite low revenues due to weather conditions

Q1/20 Q1/21

172

150

-13 %

Revenues EBITDA adj.*

Q1/21Q1/20

16

20

+24 %

22

in € millionin € million

After the Friedrich Vorwerk IPO, MBB’s balance sheet has never been stronger

* Liquidity incl. securities & gold

** Without cash positions

243

(22 %)

255

(23 %)

249

(23 %)

Assets

773

(70 %)

87

(8 %)

1,102

Equity & Liabilities

1,102

Non-current assets**

€376 million of Net

Cash in the holding

MBB SE

Current assets**

€511 million

Net Cash

598

(54 %)

Cash*

Balance sheet as of 31 March 2021in € million

23

Equity

Financial liabilities

Other liabilities

Demographic change

leads to wave of unresolved

business successions

Corona pandemic

leads to crisis fatigue and balance sheet

restructuring

Lack of management capacity

due to persistent shortage of skilled

workers

The number of M&A opportunities in the German SME sector is steadily increasing

24

Drivers for increasing demand for succession solutions in the German Mittelstand sector

483

376

Holding

Cash

The value of MBB becomes transparent

25

Market capitalisation

Fair

Value

826

Sum-of-the-parts consideration in € million*

* Market capitalisation of the listed companies as of 07 June 2021; Holding Cash as of the balance sheet date 31.03.2021

26

CONTACT

MBB SE

Joachimsthaler Straße 34

D-10719 Berlin

Tel: +49 30 84415 330

Fax: +49 30 84415 333

Mail: [email protected]

Web: www.mbb.com

By accessing this document you agree to abide by the limitations set out hereafter. The information contained in this document relating to MBB SE ("MBB" or the "Company") may not be redistributed.

reproduced. published. or passed on to any other person and must not be relied upon for any purpose as it is given without any guarantee .

This document is being presented solely for informational purposes and should not be treated as giving investment advice. It is not. and is not intended to be. a prospectus. is not. and should not be

construed as. an offer to sell or the solicitation of an offer to buy any securities. and should not be used as the basis of an evaluation of the Company and investors should not subscribe for or

purchase any shares or other securities in the Company on the basis of or in reliance on the information in this document.

If the information in this document expresses forecasts. estimates. opinions or expectations. or forward-looking statements are made. these statements can be related to known and unknown risks

and uncertainties. Therefore. the actual results and developments can differ greatly from the expectations and assumptions expressed here. No one undertakes to publicly update or revise any such

forward-looking statement in light of developments which differ from those anticipated.

As far as information is contained in this document that is based on statements by third parties. we advise you that no representation or warranty. express or implied. is made as to. and no reliance

should be placed on. the fairness. accuracy. completeness or correctness of this information or any other information or opinions contained herein. for any purpose whatsoever.

Neither the Company nor any of their respective officers. employees or affiliates nor any other person shall assume or accept any responsibility. obligation or liability whatsoever (in negligence or

otherwise) for any loss howsoever arising from any use of this document or the statements contained herein In providing this document. neither MBB nor its respective agents undertake any obligation

to provide the recipient with access to any additional information or to update this document or any information or to correct any inaccuracies in any such information.

As far as measures are being used in this document which are not measurements of financial performance defined under IFRS. these should neither be viewed in isolation nor considered as an

alternative of the Company’s financial position. results of operations or liquidity as presented in accordance with IFRS in its Consolidated Financial Statements. Other companies that report or

describe similarly titled financial measures may calculate them differently.

Due to rounding. numbers presented throughout this document may not add up precisely to the totals provided. percentages may not precisely reflect the absolute figures and percentages may not

precisely add up to 100%.

In case of any questions in relation to this document. please contact:

MBB SE

Joachimsthaler Straße 34

D-10719 Berlin

web: www.mbb.com

Tel: +49-30-844 15 330

Fax: +49-30-844 15 333

E-mail: [email protected]

DISCLAIMER

27

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Annual General Meeting 2021 - MBB SE