47
Build The Future AGM 2020 Tom Wolf Chairman & CEO of RIB Software SE
Build The FutureAGM 2020
Tom WolfChairman & CEO of RIB Software SE
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DISCLAIMER2
This presentation of RIB Software SE (the “Company”) contains forward-looking statements. These
statements can be identified by terminology such as “will”, “expects”, “anticipates”, “future”, “intends”,
“plans”, “believes”, “estimates”, “potential”, “continue”, “ongoing”, “targets”, “guidance” and similar
statements. The company may also make written or oral forward-looking statements in its periodic
reports, in its annual report to shareholders, in press releases and other written materials and in oral
statements made by its officers, directors or employees to third parties. Any statements that are not
historical facts, including statements about the Company’s beliefs and expectations, are forward-
looking statements that involve factors, risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Such factors and risks include, but not limited
to the following: development risks, financial risks, sales risks, cooperation risks, and acquisition risks.
All information provided in this presentation is current as of the date of this presentation, and the
Company does not undertake any obligation to update such information, except as required under
applicable law. Some information in this presentation are researched results from multiple sources in
the internet as references, and the Company does not take any responsibility of the credential of those
information.
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Highlights of FY2019 & Q1 2020 3
iMTWO Usersas of Q1, 2020
Investments2019 & Q1,2020
ARR 2019
Group Revenue2019
81,586 Users
81%of 2020 target
Invested a total of
€108M
into
14 Companies
ARR
€112.6M
YoY Growth
94.5%
Revenue
€214.6M
YoY Growth
57%
Strategic InvestorQ1, 2020
Accepted public offer
valuing RIB at
€1.4B
for €29 per share
by Schneider Electric.
EBITDA 2019
EBITDA
€51.2M
YoY Growth
32%
Group RevenueQ1, 2020
Revenue
€65M
Growth
39.8%
ARR&NRR
Organic Revenue 2019
ARR/NRR
Organic Revenue
€103M
YoY Growth
12%
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Financial Performance over the Decade4
EBITDAin € million
34,8 35,1 39,2
57
70
82,1
97,9108,3
136,9
214,6
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Revenue
CAGR: 27.2%From 2015 to 2019
14,5 14,015,3
18,5
25,7
20,9
33,0
39,938,8
51,2
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
EBITDA
CAGR: 25.1%From 2015 to 2019
CAGR: 19.1%From 2010 to 2014
CAGR: 15.4%From 2010 to 2014
Revenuein € million
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Performance over the Decade5
Share Price Cash Position Headcount Revenue EBITDA
*CAGR: Compounded Annual Growth Rate
€ 0,88
€ 29,00
2010 2020
€ 7,2
€ 137,0
2010 2020
In million euros
249
1.827
2010 2020
€ 34,8
€ 214,6
2010 2019
In million euros
€ 14,5
€ 51,2
2010 2019
In million euros
+41.8%
CAGR
+34.3%
CAGR
+22.1%
CAGR
+20.0%
CAGR
+13.4%
CAGR
(Hamburg OTC)
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Industry Trends & RIB Technology Leadership6
Industry Trends
Cloud &
Mobility
5D BIM
AI
Desktop
2D / 3D
Fragmented
Tools
No AI
AI B
I
Integrated
Platforms
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Our Roadmap for Mid-Term Success7
2014 – 2017
2020
2021
2022
2023
Mid-term
2018 Q1-Q3
2019
2018Q4
R&D Phase
Push Phase
Pull Phase>40%
(Organic Growth Rate + EBITDA Margin)
iMTWO Users: up to 2,000,000EBITDA: up to $30/User/Month
Q1 2020 YoY Revenue Growth:
39.8%
(Target: 30-60%)
Q1 2020 EBITDA Margin:
24.3%
(Target: 20~30%)
1,000 Man Year
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Risk and Opportunity We Are Facing8
COVID-19Digital Transformation
Risk Opportunity
Cloud market is expected to growth from USD 233 Bn in 2019 to USD
295 Bn by 2021 due to COVID-19 impact.
Source: MarketandMarkets Analysis
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NY8 - Our Response to COVID-199
User Target
M&A
Sales & Marketing
Operations
Product
• Cloud First
• Mobility First
• Shift from aggressive to flexible
• Focus on cloud solutions
• Transform physical sales to digital sales
• Remain lean and digitally connected
• Tap on all available government support
STRATEGY MID-TERM TARGET
EBITDA Target
NY8Mar. to Oct. 2020,
COVID-19, Phase I
Reported in New York October
(Masters Summit)
1 MillioniMTWO Users
up to
2 MillioniMTWO Users
$15/user /month
up to
$30/user /month
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10
RIB Care - Contribute to Our Society
Total Contribution
EUR 322,651
Medical Supplies
DonationsSalary Waiving by RIB
Management & Employees
Sport Sponsorship
& RIB Care Fund Donations Charitable Activities
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Enabling Jobsite Safety11
Stay Safe and Productive with
Smart Distancing
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Digitized Sales Process12
Virtual Sales ProcessPhysical Sales Process
Online WebinarsPhysical Events
Onsite
Implementation
Lab
Workshop
F2F
Conference
Virtual
Implementation
Virtual
Lab Workshop
Virtual
Conference
100+ Webinars 5,000+ Attendees
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Digitized Operation – Activities & Sales Overview13
Activities Overview
Sales Overview
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Digitized Operation – Financial & M&A Overview14
Financial Overview
M&A Overview
5,402
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The Complete Construction Cloud15
Connecting
All People,
Processes and
Data
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Product Conversion to MTWO Cloud16
IT Synergy
Compliant with iTWO 4.0 Standard
Fitted for iTWO 4.0 IT Architecture
Integrated with Other Applications
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iTWO Brand Architecture17
*The form of the re-branded logos shown in this presentation is subject to the final review and decision.
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Integrating with Live Communication Systems18
e.g.
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19
Synergy with Invested Companies
STRONGER TOGETHER
(*Includes full time employees of RIB’s minority-owned companies.)
Stronger
Products
Stronger
Sales Force
Stronger
ConsultantsStronger
R&D Power
Stronger
Leaders
Stronger
Brand
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Strategy
Sustainable Investment20
Midterm Target
50 MSPs
Minority ShareFully consolidated
after 3 years or remain
a minority investment.
Majority ShareFully consolidated in the year
of acquisition
50% 50%
Outlook 2020
Target Type
Complementary
Technology Companies
Target No.
8~12
Available Funds:
est. EUR 400 M
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New Investment – Bochaosoft21
RIB Software SE invested 28.57 M USD for 51% shares.
.
Mitarbeiter (Vertrieb, R&D, Consultant, Gesamt), Sitz (Peking), One Belt One Road Initiative
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New Phase III Deal22
The Autobahn GmbH of the German Government, is a federally owned
limited company which will take over planning, construction, operation,
financing and asset management of the Motorways in Germany with the beginning of 1st of January 2021.
Founded in
Sep, 2018Number of Employees
15,000Headquarters
Berlin, Germany
Total Deal Size: 22 Million USD
Step 1 Step 2
3,000 Licenses(17 Million USD)
2,000 Licenses
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Team up with Strategic Investor23
Schneider Electric completed the
acceptance period, with a stake of around
87.64% of RIB shares (including 9,99%
acquired in parallel).
Customer Network
Access to 500,000 Schneider Electric clients.
Credibility
Endorsed by Schneider Electric company.
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Group C-level24
Tom WolfChairman & CEO
Michael SauerCFO
Mads Bording
RasmussenCRO
Mike WoitagCOO
Romit RautCTO
⚫ Managing Director
⚫ Joined RIB: 2001
⚫ Appointed to Executive
Board: 2009
⚫ Responsible for
Corporate Strategy
⚫ Managing Director
⚫ Joined RIB: 2014
⚫ Appointed to Executive
Board: 2017
⚫ Responsible for Group
Sales & Operations
⚫ Extended Management
⚫ Joined RIB: 2011
⚫ Appointed to International
CTO: 2019
⚫ Responsible for
Technology and Product
Strategy
⚫ Managing Director
⚫ Joined RIB: 2002
⚫ Appointed to Executive
Board: 2002
⚫ Responsible for
Corporate Finance, M&A,
Sales Germany
⚫ Managing Director
⚫ Joined RIB: 2018
⚫ Appointed to Executive
Board: 2020
⚫ Responsible for
Operations & MTWO
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Administrative Board25
Tom Wolf
Chairman of the
Administrative Board
Michael Sauer
Deputy Chairman of the
Administrative Board
Mads Bording Rasmussen
Member of the
Administrative Board
Klaus Hirschle
IndependentMember of the Nomination and Remuneration
Committee and the Audit Committee.
Dr. Matthias Rumpelhardt
IndependentMember of the Nomination and Remuneration
Committee and the Audit Committee.
Prof. Martin Fischer
IndependentProfessor of Civil and Environmental
Engineering at Stanford University.
Prof. Dr. Rudiger GrubeIndependent
Member of the Nomination and Remuneration
Committee and the Audit Committee.
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Board Structure After Merger with Schneider Electric26
Board Members
Independent
Board MemberBoard Member
(Vice-Chairman of the Administrative Board)
(Planned after Closing)
Independent
Board Member
Independent
Board Member
Independent
Board MemberBoard Member
(Planned after Closing)
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RIB Group Auditor for One More Year
Schneider Financial
Statements
RIB Financial
Statements
27
Consolidation
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Management Targets with 10 Steps for Success28
Transform from SME into LE
100,000 iMTWO users
Investment Phase 14 M&A Deals
Foundation: iTWO 4.0 Technology with
1,000 Man-Year Development
Market Cap > 1 bn. US$
88 iTWO Enterprise Clients
30 iTWO Enterprise Clients
IPO
(Liquid Funds at 110 m EUR; Price Target between 2020 and 2025: 88 EUR)
2-3 VIP Strategic Partners per Region / 10 Global Offices
LE
2010
2011
2014
2016
2017
2018
2020
2019
2 Million iMTWO users ...
2025
Foundation: iTWO 5D Technology with 1,000 Man-Year Development
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Outlook for 2020 29
(in EUR m)
* EBITDA adjusted by currency effects and one-off / special effects.
Revenue Operating EBITDA*
240 ~ 270
10% ~ 24%
Guidance 2020
8% ~ 47%
55 ~ 75
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30
New York 2020NY8 Masters Summit
Venue Option 1: Mandarin Oriental New York Hotel
Venue Option 2: Virtual Meeting Platform
Date: October 29-30, 2020
Image: Central Park, New York City
Financial HighlightsAGM 2020
Michael SauerCFO of RIB Software SE
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32
ARR
53.0%
NRR
21.0% Services
22.0%
E-Commerce
4.0%
94.5ARR
(Subscription & Support)
€ 112.6 million
(PY: € 57.9 million)
% 21.4NRR
(Licenses)
€ 45.4 million
(PY: € 37.4 million)
%
46.7Services
€ 47.4 million
(PY: € 32.3million)
% 0.0E-Commerce
€ 9.2 million
(PY: € 9.2 million)
%
214.6(€ million)
Growth RatesRevenue Split
ARR: annual recurring revenues // NRR: non-recurring revenues
56.8Total
Revenue € 214.6 million
(PY: € 136.9 million)
%
Revenue Split FY 2019
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Revenue by Region FY 201933
Revenue % by Region in FY2019 (€m)
34.0%
31.0%
16.0%
19.0%
Germany Rest of EMEA APAC North America
67.6
34.9
15.518.8
73.8
65.5
34.3
41.0
Germany Rest of EMEA APAC North America
2018 2019
Revenue Split by Region (€m)
+118.1%
+121.3%
+87.7%
+9.17%
€ 214.6m
*APAC: Asia and Pacific Region
*EMEA: Europe, Middle East and Africa
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34
EBITDA adjusted by IFRS 16** (in € million)
2018 2019
Operating EBITDA* (in € million)
38.8
51.2
16.9%32.0%
2018 2019
37.944.3
Earnings - EBITDA
*EBITDA adjusted by: Currency effects (2019: +1.7; 2018: +0.3) and one-off /
special effects (2019: -2.5 ; 2018: -1.2).** EBITDA adjusted for the effect of the application of IFRS 16 - Leases in 2019.
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35
127.6
9.3
205.2
9.4
iMTWO xYTWO
2018 2019
External Segment Revenue(in € million)
Operating Segment EBITDA*(in € million)
60.8%
1.1%
39.0
-0.3
52.4
-1.2
iMTWO xYTWO
2018 2019
EBITDA Margin: -12.8%
EBITDA Margin: -3.2%
Key Figures – Segments
*EBITDA adjusted by currency effects and one-off / special effects.
EBITDA Margin: 25.5%
EBITDA Margin: 30.6%
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Financial Position – Group Liquidity*36
31 December 2019 31 December 2018
*Group Liquidity: Cash and cash equivalents, time deposits and available-for-sale securities
Group
Liquidity
Currency-related
change &
others
€ (15.3)m
Net cash flow
from operating
activities
€ 34.8m
Investment
(in)tangible
Assets
€ (3.6)m
Dividends paid
Acquisition of
Treasury shares
Acquisition in
associated
companies, Joint
ventures
€ (8.6)m
Acquisition of
consolidated
companies less
cash acquired
€ (19.5)m
Group
Liquidity
€ 238.2m
Repayment of
bank loans &
other
financial
liabilities € 125.8m
€ (10.3)m
€ 2.9m
€ (9.4)m
€ (77.2)m
Payments for
loans &
advances
granted
(BSD, Capricot,
Softtech)
Payments made
for lease
€ (6.2)m
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37
Cash Flow 2018€ million
2019€ million
Cash flow from operating activities 30.6 34.8
Cash flow from investing activities -29.5 -80.7
Cash flow from financing activities 101.8 -38.2
Change in cash and cash equivalents 103.0 -84.1
Currency-related change 1.8 2.7
Cash and cash equivalents* 205.2 123.8
Time deposits & securities 33.0 2.0
Total Group Liquidity 238.2 125.8
* Cash and cash equivalents include only liquid funds with a remaining
term of less than 3 months at the time of acquisition.
Operating cash flow adjusted for interest and income
tax payments is 8.0% above the previous year (€ 40.0
million) at € 43.2 million
Cash flow from investing activities includes:
▪ Payments made for acquisitions (€ 77.2 million)
▪ Net amounts after deduction of acquired cash
▪ Payment for internally developed software (€ -12.7 million)
▪ Balance of time deposits (€ +31.0 million)
Cash flow from financing activities includes
▪ Payments for acquisition of treasury shares (€ -19.5 million)
▪ Dividends paid (€ -8.6 million)
▪ In the previous year net payment from capital increases
(€ +126.9 million)
Financial Position – Cash Flow
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Significant M&A-Investments in 201938
Acquisitions BSD CCS U.S. CAD
Segment iMTWO iMTWO iMTWO
Focus Cloud Software PlatformCost Estimation/
Project ControlValue Added Reseller
Located USA South Africa USA
Share in Capital 60% 70% 60%
Consolidation Method Full Consolidated Full Consolidated Full Consolidated
Acquisition date June July August
Total Purchase Price(€ million)
30.5 28.8 24.6
thereof in cash(€ million)
30.5 28.8 24.6
thereof in treasury shares (RIB shares)
- - -
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Use of Own Shares39
• Increase in stake in Datengut GmbH from 51% to 75%
• Datengut is a specialist in cloud-based software solutions in construction
• Goal: expansion of Datengut to become a competence center for mobility
• The exclusion of subscription rights was in the interest of the company:
Conservation of liquidity; incentive for data asset management
[Valuation of EUR 16.20 per RIB share in the context of the issue]
• Submission of all remaining own shares in the offer of Schneider SE
• Sale as part of the offer at EUR 29.00
• Exclusion of subscription rights was in the interests of the company: Price was significantly higher than the market price at that time;
Liquidity is used to finance further business development
Fiscal year 2019 use of 106,272 treasury shares.
The Administrative Board is obliged to report to the General Meeting of
Shareholders on the use of its own if the subscription right has been excluded.
Fiscal year 2020
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40
The shareholders' subscription rights are excluded on the basis of the authorisation granted by the Annual General
Meeting on 24 May 2012 under agenda item 7 no. 3 letter a) in accordance with section 71 (1) no. 8 sentence 5 AktG in
conjunction with section 186 (3), (4) AktG.
Company RIB Leipzig GmbH (Datengut GmbH)
Increase in Share Capital 51% to 75%
Dated April
Total Purchase Price(€ million)
3.7
thereof in cash(€ million)
2.0
thereof in RIB-shares (market value in €m)
1.7
Number of shares transferred 106,272
Share price 16.20 €
Further Investments and Use of Treasury Shares in 2019
RIB
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2020 Stock Option Program41
Approval for stock option program 2015 expired on June 9, 2020
New 2020 stock option program
Targets DifferencesKey Points
• Possibility of an attractive remuneration
system that is competitive in international
competition
• Incentives for the participants to align the
corporate strategy with a long-term
increase in value, also in the interests of
the shareholders
• 2020 stock option program as in the
expired 2015 stock option program (in
particular maximum volume, exercise
price, duration of the program and
options, waiting time for exercise)
• Success targets no longer relate to the
market price
• The sum of the EBITA margin and organic
sales growth (in each case according to
IFRS) must reach or exceed a certain
amount in the financial year in which the
issue is made
• Incentives of the participants based on the
most important financial parameters for
the RIB Group's management
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Status of Schneider Electric Takeover Bid42
13.02.2020 Publication of the decision to submit the takeover bid
20.03.2020 Publication of the offer document Start of the acceptance period
30.03.2020 Publication of the reasoned opinion
22.04.2020 End of the acceptance period
27.04.2020 Publication of the interim result
28.04.2020 Start of the additional acceptance period
11.05.2020 End of the additional acceptance period
14.05.2020Publication of the final result:
26.06.2020 Annual General Meeting 2020
expected
July 2020CFIUS approval as the last offer condition then processing of the offer
• 77.65% acceptance rate • 9.99% parallel acquisitions
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Other Information About Schneider Electric43
In the opinion of the managing directors and the board of directors, the offer is still in the interests of the
company, shareholders and other stakeholders.
Strategic Partnership with Schneider Electric
• supports RIB's international expansion plans
• enables earnings synergies in the near and medium term
• promotes the goal of becoming the world's leading provider of digital and sustainable intelligent building solutions
Offer Price of EUR 29.00 is Reasonable
• Above-average premium on the statutory minimum price of the offer
• Significant surcharge on historical average and reference day rates
• Significant surcharge on price targets of financial analysts
• Appropriate according to relevant valuation multipliers and discounted cash flow method
• Lazard and PwC fairness opinions
Safe, timely and attractive value realization for RIB shareholders in an uncertain market environment
In connection with the takeover agreement with Schneider Electric on a dividend of no more than EUR
0.12 per RIB share for the 2019 financial year (offer condition)
01
02
03
04
05
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Appropriation of Retained Earnings44
Retained EarningsDistribution to the shareholders by paying a dividend
of EUR 0.12 per share entitled to dividend.Profit brought forward
6,262,703.00 € 5,795,509.56 € 467,193.44 €
Total dividend distribution to shareholders since IPO € 53.2m
2019 Dividend per share € 0.12
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Key Figures in Q1 2020 45
Revenue
International Revenue
Operating EBITDA
iTWO 4.0 / MTWO Users
Recurring Revenue (ARR)
EBITDA
39.8%
€ 65.0 Mil Q1 2020
€ 46.5 Mil Q1 2019
36.2%
€ 15.8 Mil Q1 2020
€ 11.6 Mil Q1 2019
58.4%
€ 40.4 Mil Q1 2020
€ 25.5 Mil Q1 2019
71.5%
€ 44.6 Mil Q1 2020
€ 26.0 Mil Q1 2019
17.7%
81,586 Q1 2020
69,337 December 31st, 2019
21.9%
€ 15.6 Mil Q1 2020
€ 12.8 Mil Q1 2019
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Outlook for 2020 46
(in EUR m)
* EBITDA adjusted by currency effects and one-off / special effects.
Revenue Operating EBITDA*
240 ~ 270
10% ~ 24%
Guidance 2020
8% ~ 47%
55 ~ 75
Running Together
4
7
