Expanding our digital leadership with the acquisition of Mentor Graphics

Ralf P. Thomas, CFO

Chuck Grindstaff, Executive Chairman of Siemens PLM Software

November 14, 2016

Unrestricted © Siemens AG 2016

siemens.com

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This document includes - in IFRS not clearly defined - supplemental financial measures that are or may be non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation or as alternatives to measures of Siemens' net assets and financial positions or results of operations 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 and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. Additional Information and Where to Find It

In connection with the proposed transaction, Mentor Graphics Corporation (the "Company") will file with the U.S. Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K, which will contain, among other things, a copy of the merger agreement, and will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a

free copy of the proxy statement and other documents that the Company files with the SEC (when available) from the SEC's website at www.sec.gov and the Company's website at www.mentor.com. In addition, the proxy statement and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to Mentor Graphics Corporation, Investor Relations, 8005 SW Boeckman Rd., Wilsonville, OR 97070, 1-503-685-1462.

Participants in Solicitation

The Company and its directors, executive officers and certain employees may be deemed, and Siemens Industry, Inc. and its managing board, officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company's shareholders with respect to the proposed acquisition of the Company by Siemens Industry, Inc. With respect to Siemens Industry, Inc. and its managing board, officers and employees, certain additional information is available and has been prepared in accordance with the German Commercial Code. Information concerning the ownership of the Company's securities by the Company's directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, and additional information regarding the names, affiliations and interests of such individuals is available in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2016 and its definitive proxy statement for the 2016 annual meeting of shareholders filed with the SEC on May 18, 2016. Information regarding the Company's directors, executive officers and certain other employees who may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company's shareholders with respect to the proposed acquisition of the Company by Siemens Industry, Inc., including their respective interests by security holdings or otherwise, also will be included in the proxy statement relating to such acquisition when it is filed with the SEC. These documents will be available free of charge from the SEC's website at www.sec.gov and the Company's website at www.mentor.com.

April 16

January 16

Closing of acquisition of CD-adapco

Merger of Siemens Wind Power with Gamesa announced

Siemens 59% / Gamesa 41%

Gamesa AGM approval with 99.75%

1| Areas of growth? Closing of divestment to AtoS

2| Potential profit pool?

January 16

3| Why Siemens?

Closing divestment of remaining

4| Synergetic value?

assets to EQT

5| Paradigm shifts?

Acquisition of Mentor Graphics announced

Listing preparation announced

Vision 2020 Rationale for acquiring Mentor Graphics

Area of growth

  • Fast growing EDA segment: CAGR 7.3% until 2020

  • Unique combination of Electrical Design Automation software (EDA) and PLM accelerate growth opportunities across multiple industries

    Potential profit pool

  • Software-typical double-digit margin profile

    Why Siemens

  • Siemens will be the first company to provide a fully integrated design suite in PLM

  • Offering mechanical, electrical and software design capabilities on a single integrated platform

    Synergetic value

  • Offering a unique suite of integrated multi-domain capabilities across Siemens and

    Mentor Graphics customer segments

  • Savings from G&A and aligned go-to-market & R&D

    Paradigm shifts

  • Increasingly complex product design and seamless design adjustments of multi-functional products

  • Unique customer value through simultaneous mechatronics design and engineering

    across all domains

    • Leading provider and pioneer of EDA

    • Product portfolio for electronics design software addresses all levels from components to systems

    • Large, diverse customer base of systems and IC/semiconductors companies with ~14,000 accounts

    • Established 1981, HQ in Wilsonville, US

    • Nasdaq listed

    • Mentor Graphics Key figures FY16

      Revenue Split

      • Revenue: $1.2bn

    Company description

    Transaction structure

    • Acquisition of 100% of Mentor Graphics shares outstanding

    • Offer price of $37.25 per share; 21% premium to Nov 11,

      2016 close

    • Enterprise Value $4.5bn (~€4.2bn)

    • Revenue multiple2 3.5x; EBITDA multiple2 14.5x

    • Friendly transaction

    • EPS accretive in year 3 post-closing

    • Synergies of > €100m in year 4 post-closing

    • Expected Closing Q3 FY17 (subject to Mentor Graphics

    shareholder approval and regulatory approvals)

    • EBIT margin adjusted1 : 20%

    41%

    Services &

    Support

    • Employees ~5,700

    59%

    System and

    Software

    Mentor Graphics FY16 ended 31-Jan-16; EUR/USD 1.09; (1) Mentor Graphics non-GAAP operating income as disclosed in SEC filings (2) based on FY18 Factset consensus

    2016

    2016

    Leading portfolio

    Multidisciplinary design exploration: STAR-CCM+ and others

    • Multidisciplinary Engineering Simulation: Primarily computational fluid dynamics (CFD) for analysis of fluid flow, heat transfer and fluid-structure interaction

    • Design Exploration: Engineering simulation workflows and design optimization algorithms to automatically drive product design, e.g. for reduction of weight and cost

    EDA

    software

    Electronic Design Automation: Questa, Calibre, Tessent, Xpedition and other lines of products

    • Integrated System Design: provides a complete ecosystem for Electrical/ Electronic design (PCB, wiring, ECU and Integrated Circuits) including test and measurements and links to manufacturing

    • Scalable Verification and Emulation: Simulation of System behavior (Tools for verifying that today's electronic system designs actually function as intended)

    • IC Design to Silicon: Tools for the complete value chain from IC layout design to manufacturing to ensure a high yield

    Closed loop performance analysis

    Simulation & testing: LMS Virtual.Lab, Imagine.Lab, Test.Lab

    • Behavioral simulation: 1D cross-discipline simulation, like mechanical and electrics, e.g. fuel economy and range simulation for hybrid vehicles

    • 3D mechanical simulation: e.g. stiffness, noise, vibration

    • Testing: Solutions for prototype testing (stationary & mobile)

    3D

    design

    CAD software: NX Design, Nastran and Software Teamcenter

    collaborative environment

    • Streamlines and accelerates the product development process in a

    • Includes a modern, multi-discipline CAE environment

    • Teamcenter as collaboration platform enables consistent data management throughout the whole value chain

    2012

    2007

    Park/reverse

    Wireless

    Rain sensing automa-

    Rear seat

    Heads up

    Airbag deploy-

    assist

    Auto distance

    networking

    tic windshield wipers Entertain

    ment entertainment

    display Elec

    trochromic glass ment system

    Blind spot

    cruise control

    detection

    Multi-zone automatic

    climate control

    Electronic

    compass

    Satellite/HD radio

    Active noise cancellation

    Communication

    Brake by wire

    Navigation and trip computer

    Traction

    control

    Antilock

    braking

    Lane departure warning

    Automated highway

    Security systems

    Low tire pressure

    monitors

    Active

    suspension

    Adaptive

    front lighting

    Engine

    management

    Continuously variable

    transmission

    Collision avoidance

    Engine and emis-

    sions management

    Vehicle

    stability

    Passive entry

    Lighting

    The modern car is a hybrid of mechanical, electrical and software design components

    Product segment Market Drivers

    • Higher automation levels

EDA, one of the largest & fastest

Industrial equipment

Infrastructure

  • Connected devices ready for digital services

  • Remote managed auto pilots

  • Advanced condition monitoring & energy management

    growing market segments in PL

    in US$bn 11.3

    10.5

    9.8

    9.1

    Smartphone

  • Multi-domain mechatronics

  • Miniaturization of components

    7.9

    8.5

    Wearables

  • GPS & Biometric sensors

  • Augmented and virtual reality glasses

    Automotive

  • Entertainment and safety systems

  • Advanced driver assistant systems

  • Self driving cars

    Smart home / Smart building

  • Intelligent remote home control

  • Energy efficiency

2015 2016E 2017E 2018E 2019E 2020E

Convergence of electronic, mechanical and software across multiple industries

Unrestricted © Siemens AG 2016

Note: EDA segment size in US$bn, Source: Company materials and CIMdata, 7/2016

Production Execution Production Engineering

Production Planning

Product Design

Service

Potential impact on key customer requirements by integrating Mentor Graphics

  • Speed: Shorten design cycle of smart products with highest complexity through simultaneous design

  • Flexibility: Manage efficiently increasing number of design variants in Product

    Design and Production

  • Quality: Increase quality through simulation and testing within the Product Design phase, reduce number of physical prototypes

  • Efficiency: Optimize power consumption and analyze thermal effects of smart products through integrated system simulation

Key customer requirements (Industrie 4.0)

Digital Enterprise

Simultaneous design

Managing product variants

Design-in quality

Optimized Power

Speed

Flexibility Quality Efficiency

Cyber Security

Unrestricted © Siemens AG 2016

Page 9

November 14, 2016

Customer

Value

Customers benefit from enhanced efficiency, greater flexibility, better quality, less costs and faster market readiness

Portfolio

Complementing our significant position in Industrial Automation - make Digital Enterprise a reality

Shareholder Value

Significant value creation potential through expansion of our leadership in the Digital Enterprise Thank you for your attention - your questions, please!

November

November 15 - 16, 2016

Roadshow Frankfurt, Paris

November 15 - 16

Roadshow Boston, New York

December

December 7, 2016

Shaping Digitalization. Innovation at Siemens (Munich)

January

January 10, 2017

Commerzbank German Investment Seminar (New York)

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Siemens AG published this content on 14 November 2016 and is solely responsible for the information contained herein.
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