BAUMOT GROUP AG360° – CLEAN AIR COMPANYINVESTOR PRESENTATION, JANUARY 2019

ApplicationResearch & Development

Customer Service

February 2019

S. 2

AGENDA

BAUMOT GROUP – AN OVERVIEW

COMMERCIAL VEHICLE RETROFIT

PASSENGER CAR RETROFIT

Disclaimer

ANHANG

01020304

01OVERVIEW

February 2019

S. 4

QUALIFIED MANAGEMENT WITH MANY YEARS OF INDUSTRY EXPERIENCE

Marcus Hausser, CEO § CEO of Baumot Group AG since 2012

§ Over 10 years of international management experience in the area of exhaust gas aftertreatment

§ Previously: CEO of Baumot AG for 3 years. Before that, he held a senior position at Purem North America LLC in Detroit, USA, a subsidiary of DaimlerChrysler AG at that time

Stefan Beinkämpen, CTO§ Member of the Executive Board of Baumot Group AG since

November 2018 and Board member responsible for the are of passenger car retrofitting

§ Over 15 years of experience in the automotive industry as well as many years of know-how in the development and expansion of specific business areas

§ Previously: Director of Sales & Business Development at VOIT Automotive GmbH for 7 years

February 2019

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BAUMOT GROUP – 360° CLEAN AIR COMPANY

OEMCommercial

Vehicles

RetrofitBus & Coach

OEM1st Fit Small

Series

Retrofit passenger cars

Vehi

cles

Capi

tal g

oodsN

iche markets

New

Business

• Agricultural machinery manufacturers• Construction machinery

manufacturer• Transition from Stage III to Stage IV/V

• City bus fleets• Overland bus fleets

• Special vehicles• Small series

manufacturers• Exotics• Bridge technology

• Retrofitting Euro IV & V• Passenger cars• LD and MD

• Further potential: OEM solutions

February 2019

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Baumot AG, Twintec AG and Kontec GmbH1

in EUR millions2013 2014 2015

12016

12017

Revenues 10.4 29.2 26.8 38.3 9.8

Gross profit 5.0 13.7 15.1 32.4 3.2

Gross profit margin 48% 46.9% 56.3% 84.7% 32.0%

EBITDA 1.3 1.9 -4.2 -3.6 -6.2

§ Revenues in 2017 significantly below previous year's level due to several factors:

§ Deconsolidation of the Kontec Group

§ Introduction of Stage FAZ IIIB emission standard in Turkey postponed to 2019

§ Lower gross profit margin due to the deconsolidation of Kontec Group

§ Investments in BNOx system for retrofitting diesel vehicles and market development for city buses in 2017: EUR 2.7 million

§ EBITDA adjusted for investments in 2017: EUR -3.5 million

SELECTED FINANCIAL FIGURES

Fiscal year 2018: Continued weak business development,

but with clear signs of recovery (increase in incoming orders) at the end of 2018!

2COMMERCIAL VEHICLE RETROFIT

February 2019

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§ Following the Diesel Summit, EUR 107 million was made available for the retrofitting of city buses.

§ This will support the retrofitting of around 14,000 city buses by the end of 2020 with 80% of the purchase costs.

§ The Baumot Group is one of the first manufacturers to receive orders under the government’s bus retrofitting subsidy program.

STATE-SPONSORED RETROFITTING OF CITY BUSES IN GERMANY IS STARTING UP.

In Germany, approx. 14,000 city buses with Euro 5 or older engines are in use.The Baumot Group will benefit early on from government retrofit subsidies.

February 2019

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§ The UK Government has approved GBP 190 million in subsidies to retrofit city buses and taxis with SCR systems.

§ Other major cities such as Birmingham and Manchester are already following the example of London.

§ Before five, now only three serious players on the market

§ Constantly high incoming orders in the UK

https://www.gov.uk/government/news/government-pledges-290-million-boost-for-low-emission-vehicles

BAUMOT WINS FURTHER COMPREHENSIVE TENDERS IN THE UK FOR THE CONVERSION OF CITY BUS FLEETS.

In the UK, approx. 15,000 buses must be retrofitted with SCR systems by 2020.The Baumot Group is one of five qualified suppliers.

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§ Several Italian municipalities significantly tightened their emission regulations at the turn of the year 2018/2019.

§ Baumot makes use of its long-standing sales network with local authorities and established workshops.

§ Significant increase in incoming orders since November 2018

§ A further increase is expected due to on-site stock build-up and shorter delivery times.

FOLLOWING THE INTRODUCTION OF NEW ENVIRONMENTAL ZONES IN LOMBARDY, BAUMOT IS REGISTERING HIGH INCOMING ORDERS IN ITALY.

The new tightening of environmental zones has led to a significant rise in demand.The Baumot Group has been a well-known retrofitter in Italy for many years.

§ Cooperation with the most important local sales partners and wholesalers

§ Constantly high order volume from the region since November 2018

§ Further expansion of local activities in existing markets by the end of Q1/2019

§ A further increase in sales is expected. It is also expected that the order level will be maintained in the coming months.

§ The first orders were also received from other countries in the region in January.

Baumot has been active in the region for many years.Approval of Baumot systems in all major markets

IN THE MIDDLE EAST, BAUMOT IS ONE OF THE MOST IMPORTANT SUPPLIERS OF RETROFIT SYSTEMS.

3PASSENGER CARRETROFIT

February 2019

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THE LEGISLATOR HAS CLEARLY DEFINED THE REQUIREMENTS FOR NOX REDUCTION SYSTEMS.

▀ ABE according to §22StVZO

▀ Functionality > -7°C

▀ Nitrogen oxide emissions absolute < 270mg/km

▀ Driver prompting system

▀ ABE according to §22StVZO

▀ Functionality > -7°C

▀ NOx emissions Relative T3>220°C è 85% reduction rate

▀ Driver prompting system

Passenger car hardware retrofit

Light craftsmen and delivery vehicles hardware retrofit

February 2019

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BASED ON THE DEFINED REQUIREMENTS, BNOX SYSTEMS CAN BE FULLY APPLIED AND HAVE BEEN APPROVED.

S. 14

Passenger car hardware retrofitting

▀ Assembly IStandardize NH3 generator for a self-sufficient exhaust gas control unit

▀ Assembly IIVehicle application for selected models vehicle – engine – transmission

▀ Assembly IIIOptimized for existing installation space conditions after technological testing

Light craftsmen and delivery vehicles hardware retrofitting

BNOx System CAR BNOx System LCV

▀ Assembly IStandardize NH3 generator for a self-sufficient exhaust gas control unit

Standardize SCR catalysts and AdBlue tank for LCV applications

▀ Assembly IIVehicle application for fleet operators

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▀ More than 100,000 BNOx test kilometers since 2016

▀ Hardware retrofitting without intervention in the manufacturer’s engine control system

PATENTED BNOX SYSTEM ALREADY MEETS THE LEGAL REQUIREMENTS TODAY

Illustration shows shoring situation Opel Astra

1.7L TDIMotor

Steuergerät

AdBlueTank

Dosiermodul

DOC SDPF SCR+Sperrkat

DOC

Mischer

BNOxGenerator

February 2019

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OVER 100,000 TEST KILOMETERS WERE DRIVEN WITH AN EXTENSIVE VEHICLE FLEET

▀ OPEL Astra 1.7l – 50,000 km ▀ VW Passat 1.6l – 35,000 km

▀ OPEL Astra 1.6l – 15,000 km ▀ BMW X3 2.0l – 4,000 km ▀ FORD S-Max 2.0l – 2,500 km

February 2019

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THE BNOX SYSTEM ALSO OFFICIALLY PROVED ITS SUITABILITY IN THE INDEPENDENT ADAC TEST

0 0 0 00 0 0 00 0 0 0

0

0,1

0,2

0,3

0,4

0,5

0,6

0,7

0,8

0,9

1

Dr. Pley (Mercedes B) HJS (Fiat Ducato) Oberland Mangold (VWT5)

Baumot (Opel Astra)

NO

x em

issi

ons

[g/k

m]

Ø-NOx emissions in city operation with SCR retrofitting

WLTC cold (23°C) innercity* WLTC warm (23°C) innercity* RDE (4°C) innercity**

- 70% of the Ø-Euro 5 emission factor

- 50% of the Ø-Euro 5 emission factor

- 30% of the Ø-Euro 5 emission factor

Ø-Euro 5 HBEFA3.3Emission factor passenger car(0.906 g/km)

* Corresponds to WLTC phases 1-3 (low, middle, high) ** Corresponds to RDE phases 1-2 (urban, rural)

Source: ADAC

0.9

0.8

0.7

0.6

0.5

0.4

0.3

0.2

0.1

February 2019

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THE APPROVAL PROCEDURE ALREADY STARTED SHOULD ALREADY LEAD TO THE ISSUANCE OF AN ABE IN Q3.

S. 18

Q1 / 2019

Market launch

ABE

Q2 / 2019 Q3 / 2019 Q4 / 2019

Series development

Product definition

Product concept

Product design

Component development

Supplier selection

Prototype construction

Pre-series production

Series production

TA

TA Technical requirement

ABE General Operating License

February 2019

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ASSEMBLIES DEVELOPED IN PARALLEL ENABLE FAST DISTRIBUTION VIA ALREADY EXISTING SALES CHANNELS

S. 19

Logisticspartner

Wholesalers

Workshop requirements

Premium partners

Fleet business

NH3 generator

Application components

Manufacturer components

Fleet components

Assembly supplier Commissioning Sales

February 2019

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BAUMOT CONCENTRATES ON VEHICLES WITH HIGH VOLUME SHARES IN THE MARKET

S. 20

Passenger car hardware retrofit

Light craftsmen and delivery vehicles hardware retrofit

High volume sharein the market

Low volume share in the market

Competitor

3

Competitor

1

Competitor

2

February 2019

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BY 2022, APPROXIMATELY 18 MILLION PEOPLE WILL BE AFFECTED BY DRIVING BANS.

S. 21

▀ Residents in the affected cities / districts with driving bans

Consideration was given to the known driving bans and the cities with current NOx emissions violations.

9.186.341

5.015.951

2.578.8611.031.561

2019 2020 2021 20220

2.000.000

4.000.000

6.000.000

8.000.000

10.000.000

12.000.000

14.000.000

16.000.000

18.000.000

20.000.000Driving ban affected residents

BerlinBonnDarmstadtEssenFrankfurtHamburgCologneMainzStuttgart

MunichDüsseldorfDortmundHannoverNurembergBochumWuppertalMannheimWiesbaden

AugsburgGelsenkirchenKielAachenHalle SaaleFreiburg i. BreisgauOberhausenHagenLudwigshafen a. R.OldenburgOsnabrückLeverkusen

SolingenRegensburgHeilbronnReutlingenLudwigsburgDürenTübingenGießenLeonbergBacknangLimburg a.d. Lahn

February 2019

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BASED ON 15 MILLION DIESEL VEHICLES, THE MARKET POTENTIAL IS AROUND 1.3 MILLION UNITS.

S. 22

Vehicles

Germany

Share of

diesel passenger cars

Share of EU5

diesel passenger cars

Residents

cities with driving ban

Residents

surrounding areas

Decision

hardware retrofitting

46.47 million

Passenger cars

15.33 million

Diesel passenger cars

6.05 million

EU 5 diesel passenger cars

1.33 million EU5 diesel passenger cars

in cities with driving bans

3.46 million

total market

1.38 million

Market potential

46.47 million passenger cars 2017

Kraftfahrt Bundesamt

33% 2017

Kraftfahrt Bundesamt

39.3% 2017

Kraftfahrt Bundesamt

22% 2019 to 2022

Residents of cities with driving ban

Factor 2.6

Presumption

40%

Presumption

1.38 million units

Top down analysis

February 2019

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AROUND 80% OF THE RELEVANT MARKET IS SERVED BY THE THREE MOST IMPORTANT MANUFACTURERS.

S. 23

§ High-volume diesel passenger cars Production EU 2009 to 2016Volume analyzed: 50.7 million vehicles

§ High-volume OEM groupsMarket shares with diesel vehiclesVolume analyzed: 43.1 million vehicles

81% OF THE RELEVANT MARKET IS SERVED BY THREE MANUFACTURING GROUPS

Brand Market share Diesel share Model selection Total share

Audi 8.2 % 66.3 % 38 % 2.1 %

BMW 9.0 % 65.5 % 52 % 3.1 %

Mercedes Benz 10.6 % 56.1 % 18 % 1.1 %

Skoda 5.6 % 43.4 % 28 % 0.7 %

Volkswagen 18.4 % 51.6 % 35 % 2.9 %

9.8 %

17.8 million residents affected x 56% vehicle quota x 40% conversion x 2.6 surrounding factor x 9.8% model share=1.02 million

1.02 million / 0.81 market share of the evaluated vehicles results in a market potential of 1.26 million units

1.26 million units

Daimler

VolkwagenBMW

Source: PwC Q1/2019

Bottom up analysis

February 2019

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NEARLY 9,000 CUSTOMERS HAVE ALREADY REGISTERED FOR OUR “HARDWARE RETROFIT” CAMPAIGN

S. 24

www.dieselnachruestung.eu

16%

10%

5%

27%

11%

30%

Mercedes-Benz Audi Skoda Volkswagen BMW Sonstige

Mercedes-Benz

Audi

Skoda

BMW

Volkswagen

8,640 registered customers

Last update: 01/14/2019

February 2019

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BAUMOT EXPECTS A POTENTIAL OF 100,000 BNOX PASSENGER CARS SYSTEMS IN THE COMING YEARS.

S. 25

2019 2020 2021 2022PKW 750 26.000 35.000 35.000

0

5.000

10.000

15.000

20.000

25.000

30.000

35.000

40.000

PKW

750 26,000 35,000 35,000

February 2019

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2019 2020 2021 2022LCV 350 6.500 15.000 15.000

0

2.000

4.000

6.000

8.000

10.000

12.000

14.000

16.000

LCV

350 6,500 15,000 15,000

BAUMOT EXPECTS A POTENTIAL OF 37,000 BNOX LCV SYSTEMS IN THE COMING YEARS.

4DISCLAIMER

February 2019

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DISCLAIMERThis document was prepared by Baumot Group to provide an overview of the company and its business activities. Baumot Group bases this on information from reliable sources. Nevertheless, no guarantee for the accuracy and completeness of the information can be given.

The liability of Baumot Group , the Management Board, the employees, shareholders and advisors of Baumot Group for missing or inaccurate information, opinions, forecasts or statements in this document or other written or oral statements or for other legal reasons is excluded.

This document does not constitute an offer or invitation for subscription or purchase of a security, share in a company or completion of another legal transaction, nor does this document or information contained therein serve as a basis for a contractual or other obligation of any kind.

THAN

K YO

U