Gerresheimer : Presentation Acquisition Bormioli Pharma

Acquisition of Bormioli Pharma; Higher

Profitability Expected; Strategic Review of

New Moulded Glass

Dietmar Siemssen, CEO

Dr. Bernd Metzner, CFO

Düsseldorf, May 23, 2024

Disclaimer

This publication can contain forward-looking statements relating to key issues as strategy, future financial results, events, competitive positions and product developments of the Company, the Gerresheimer group or the industry in which the Gerresheimer group operates. Such forward-looking statements are - like any entrepreneurial activity in a global environment - subject to a number of risks and uncertainties. They are subject to a large number of risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performances or achievements of the Gerresheimer group may vary materially from those described in the relevant forward-looking statements. These forward-looking statements may be identified by words such as "expect," "want," "anticipate," "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. Gerresheimer AG neither intends, nor assumes any obligation, to update or revise its forward-looking statements regularly in light of developments which differ from those anticipated.

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Acquisition of Bormioli Pharma Strengthening Our Systems Integration - Strategic Review of New Moulded Glass - Accelerating our Transformation

• Bormioli Pharma highly strategic and complementary with our existing portfolio and footprint
• Profitable growth track record, attractive margins and cash generation - accretive to our margins and EPS trajectory
• Substantial synergies accelerating value creation for shareholders
• Initiating Strategic Review to explore options for Our New Moulded Glass Powerhouse
• Delivering on our vision - Strengthening breadth of our platform - Accelerating our transformation journey

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Transaction Summary

Bormioli		▪	Italy based manufacturer of plastic and moulded glass solutions for pharma markets
	▪	Revenues of ~€370m with adj EBITDA margin of ~21%, per FY24E
Pharma
	▪	60-70% normalized cash conversion1

Key Transaction Terms

• Acquiring 100% of Bormioli Pharma Group from Triton Group
• Transaction value of approximately €800m
• Adj EBITDA multiple of c. 10x pre synergies, per FY24E
• Attractive synergies reducing acquisition multiple
• All cash acquisition
• Funded by acquisition bridge
• Closing expect in Q4 2024, subject to customary closing conditions and approvals

Key Financials

• Outlook for Bormioli Pharma:
• • Mid single digit organic revenue CAGR
  • On track to achieve adj EBITDA margins of ~25% near to mid term
  • In addition attractive synergies of 3-5% of Bormioli Pharma revenues
• Impact on Gx:
• • Adj EBITDA margin accretion of 50 - 100 bps near term
  • Adj EPS accretion of >10% already in first year after closing
  • Strong cash contributor
• Leverage temporarily higher - mid to high 3s x adj EBITDA on closing
• Quick deleveraging towards our target leverage of ≤3.0x within one year from closing
• Strategic review of our new Moulded Glass Powerhouse

4 Note: (1) Normalized cash conversion defined as 3yr average of adj EBITDA - Capex as % of adj EBITDA

Key Acquisition Highlights - Strong Strategic Fit Across Portfolio

Highly

Complementary Portfolio

Extending Integrated

Systems Offering and

Creating a One-Stop-Shop

Platform

Highly Attractive Financial Trajectory

Significant Synergies

• Complementary offering of primary pharma plastic and moulded glass containment solutions
• • Enhancing Gx's Primary Plastics portfolio with full range of smart closures, rubber stoppers, accessories for containers and dual chamber solutions
  • Exposure to attractive parental pharma Type 1 and Type 2 markets in moulded glass
• Southern European footprint complementing our Northern and Central European presence
• Enabling integrated systems offering within containment solutions supporting High Value Solutions pipeline
• • Integrated primary pharma plastics container + smart closures supporting Container Closure Integrity (CCI)
  • Integrated vial + rubber stopper solutions offering for injectable customers
• Creation of a one-stop-shop for PharmaCos globally by delivering the breadth of the Gx platform
• Highly profitable with adj EBITDA margin of ~21%, per FY24E with ~25% near to mid term before synergies
• Mid single digit organic revenue CAGR
• Attractive cash generation with 60-70% normalized cash conversion1
• Substantial synergies across portfolio given strategic fit and complementarity of our portfolio
• Expected synergies of c. 3-5% of Bormioli Pharma revenues
• Significant portion of synergies achieved within first 2 years after closing

5 Note: (1) Normalized cash conversion defined as 3yr average of adj EBITDA - Capex as % of adj EBITDA

Accelerating the Transformation of Gerresheimer

Accretive to Our Stated Financial Ambitions

New Moulded Glass Powerhouse - Strategic Review Initiated

Revenue

Growth

Profile

Adj EBITDA

Margin

Profile

Adj EPS

Profile

Deleveraging Profile

Mid-term Guidance

≥ 10% CAGR

23-25% adj EBITDA

margin

≥ 10% CAGR

<3x Net Debt/

adj EBITDA

Acquisition Impact

Unchanged

50 to 100 bps margin accretion near-term

Accretive in adj EPS >10% from year-1

≤3.0x within 1 year after closing, supported by strong cash conversion and synergies

• Enables creation of a new global Pharma and Cosmetics Moulded Glass Powerhouse
• Bormioli Pharma's parental Pharma exposure complementing Gerresheimer's Pharma and cosmetic / food & beverage exposure
• Strong ~€750m revenue with adj EBITDA margin of ~21% pro forma per FY24E
• On track to achieve mid 20s % adj EBITDA margin mid term
• Mid single digit organic revenue growth profile
• Greater size and scale - more diversified end-market exposure - attractive financial trajectory

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The New Gerresheimer - Creation of Three Market Leading Platforms

~30%	Moulded Glass

• Global Moulded Glass Powerhouse
• Includes Pharma Type I, II, III, Cosmetics and Food & Beverage solutions
• Mid single digit revenue growth
• Margin upside opportunity

~30% Delivery Systems

• Bring the drug into the patient
• Integrated delivery systems including syringes and medical devices
• Strong double digit organic growth profile

Strategic Review

Initiated

~40% Containment Solutions

• Bring the drug to the patient
• Integrated containment solutions across plastics, tubular glass and
  US prescription vials
• High single digit organic growth
• Highly attractive margins and cash generation profile, further accelerated via High Value Solutions

• Profitability turbo-charging with High Value Solutions pipeline ramp-up

% Pro Forma 2024E Sales

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Bormioli Pharma - Business Overview

General Information

Established in 1825, Bormioli Pharma is a leading pharma primary packaging manufacturer

HQ: Italy

Product Overview

Leading Primary Pharma Solutions Provider with a Differentiated Offering

~1,500 employees

Markets

Global presence in over 100 countries

Well invested Southern European footprint, with 9 plants distributed across Italy (5), Germany (3) and France (1)

Serves a diversified blue-chip customer base

75% of top 20 customers with 20+ years relationship

Pharma Plastics

53%

		Description
Closures		− Solutions for oral solid and oral liquid
	− Patented active dual chamber systems
Containers		− Full range of containers and jars for oral drug
	administration
		− Complete solutions for ophthalmic treatments
		− Products offered in multiple materials (PET,
Accessories &		HDPE, LDPE, PP, PEN, etc.) and in sustainable
Dosing Systems		polymers (recycled and bio-based)
Type l

Financials

FY24E (€m)

Outlook

~370

Sales

~25%

Near to mid term Adj

EBITDA margin1

~21%

Adj EBITDA Margin

60-70%

Normalized

Cash Conversion2

Moulded

Glass

45%

Converting

3%

		− Full range of pharma-grade glass including type
Type ll		I, II and III glass vials and containers
		− Used for parenteral and oral formulations
Type lll
		− Glass vials and containers produced by
Vials		converting flint and amber glass tubing
	− Used to store and dispense a wide range of
		injectables

Mid Single Digit

Organic revenue CAGR

% 2023A Sales

8 Note: (1) Before synergies of 3-5% of Bormioli Pharma revenues (2) Normalized cash conversion defined as 3yr average of adj EBITDA - Capex as % of adj EBITDA

Truly Complementary Portfolio Completing Solutions Offering to Pharma Customers

PHARMA PLASTICS

GLASS

Oral

Oral

Dual

Child Proof /

Rubber

Pharma

Food &

Ophthalmic

Accessories

Stoppers /

Cosmetics

Solid

Liquid

Chamber

TE Closures

Beverage

Seals

Type I

Type II

Type III

(✓) (✓)	✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
✓ ✓	✓	(✓) ✓ ✓ ✓

In Europe

	Bormioli Pharma strong in smaller
	containers and Gerresheimer in
Bormioli Pharma strong presence - Gerresheimer limited presence	larger with higher volume
Gerresheimer strong presence - Bormioli Pharma limited presence

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Enabling Integrated Solutions Offering Supporting Differentiation and Value Add for Customers

A
Gx strong offering of	Bormioli Pharma offering
EZ-fill Smart™	in rubber stoppers
Integrated Vial + Stopper
System for Injectables

B
Gx strong presence	Integrated Primary	Bormioli Pharma
in bottles and	strong offering in
Pharma Plastics System
containers	smart closures

Primary Plastics Product Database

C
Gx strong presence in	Bormioli Pharma strong
bottles and containers	offering in smart closures
Integrated Primary Pharma
Plastics System

One Source

• One supplier
• One supply chain
• One contact
• One technical documentation

Complete regulatory support for the integrated solutions

• as the only one

Smooth registration process with all relevant information - just a click away

Supports internal documentation, testing and approval - complete system integration

Full regulatory support with up-to-date information on any product

One Solution

• Qualified system with container closure integrity (CCI)
• Ensured functionality
• Regulatory support and knowledge transfer
• Customized solutions through co-development expertise

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