Acquisition of SLM Solutions Group AG
To Become a Global Leader in Metal Additive Manufacturing

September 2, 2022

NIKON CORPORATION

AgendaExecutive Summary
1. Our Strategy
2. Transaction Summary
3. Overview of SLM
4. Strategic Rationale
5. Transaction Overview

Executive Summary
Transaction Overview•

Nikon has entered into an investment agreement with SLM Solutions Group AG（”SLM”）, a world-leading developer and manufacturer of metal additive
manufacturing (“Metal AM”) equipment in Germany, and announced its decision to launch a voluntary public takeover offer for all outstanding shares,
with the total amount of capital expected to be required for the acquisition of €622MM(1)(JPY 84Bn)(2)- €45MM capital increase to SLM, approx. 10% of registered share capital in September 2022
- Launch of voluntary public takeover offer to registered share capital and in-the-money convertible bonds at the price equivalent to €20.00 per share- Entered into irrevocable undertakings with SLM’s key shareholders, Elliott International, L.P., ENA Investment Capital LLP and SLM’s founder HansJoachim Ihde regarding their SLM shares and certain SLM convertible bonds•

SLM’s Supervisory and Management Board welcome and support the offer•

Closing of public takeover offer, expected between January to June 2023, is subject to foreign investment control clearances and other customary conditions(The offer is not subject to a minimum acceptance threshold)

Overview of SLM•

SLM is the leading provider of industrial Metal 3D printing machines focused on Metal AM and multi-laser technology•

Delivered 750+ Laser Powder Bed Fusion (L-PBF) Metal 3D printers to 150+ leading companies in aerospace, automotive and other industries

Strategic Rationale•

Nikon aims to become a global leader in Metal AM, offering innovative manufacturing solutions to customers worldwide,and fulfilling Nikon’s Medium-Term Management Plan which sets Digital Manufacturing as a core growth driver•

Through the acquisition, Nikon will obtain the following:- Brand power and market share in the growing Metal AM sector- Manufacturing and sales platform of L-PBF, the mainstream in Metal AM- Access to SLM’s global and diversified customer base with a variety of end user industries and product applications- Strong and experienced management team as well as talented technical engineers and sales professionals

Note 1. Assuming acquisition of 100% of shares on a fully diluted basis. The number of fully diluted shares is calculated by adding the number of registered share capital, the number of shares to be issued through thecapital investment, and the number of additional shares assuming that all in-the-money convertible bonds are converted into common shares
Note 2. Assuming FX rate as 1 EUR = 135.00 JPY

2

1. Our Strategy– Steps To Get To Vision 2030
2022 - 2025

2025 -

Operate in lockstep
with customers

Deeply align with customer needs
and support their innovation

Jointly innovatewith customers

Anticipate the challenges customers will
face in the future and drive the processof innovation with diverse solutions

Corporate philosophy

Trustworthiness
and Creativity
Vision2030

A key technology
solutions company

2022

Where we will
be in
2025

in a global society where
humans and machines
co-create seamlessly

Corporate vision

Unlock the futurewith the power of light

Providing Products and Services
optimized to meet our customer needs- Strengthen delivery of solutions 3
3

1. Our Strategy– Overview of the Medium-Term Management Plan
Where we will be in 2025
Providing Products and Services optimized to meet our customer needs

Direction for the entire company
Strengthen delivery of integrated solutions to grow the business in a stable manner,expand both revenues and profits, and continually generate social and economic value
Sustain ”Main Businesses”
Imaging

Precision
Equipment

Scale earnings in “Strategic Businesses”

Expand customer interactions andthe value delivered to secure stablerevenues

FY2025 financial targets

Revenue JPY 700Bn

Healthcare

Components

Digital Manufacturing

Create new value with customers inpromising markets and areas ofdifferentiation

Operating margin 10%+

ROE 8%+

Management base
Advance sustainability strategy, human capital management, and DX with a focus on customers and employees
Create synergies across a shared value base that spans technology and manufacturing
Highly transparent management with enhanced corporate governance41. Our Strategy– Business Strategy of Digital Manufacturing (1/2)

VisionEnable innovations in manufacturing with applied optics application technologies
Trends related to the business

Material Processing• Deliver three processing technologies (additive, removal and riblet) as

Environmental
changes

end products, components or as contract processing services.

Operational
direction

Robot Vision• Begin in automotive and electronics fields
Laser radar• Joint development with customers in automotive, aviation spaces
X-ray and CT• Focus on EV battery inspection
In-line measurement• Promote digitalization of manufacturing processes

•
•
•
•
•

Societyin 2030

Outer space business
Flexible manufacturing systems
Digitalization in manufacturingindustry
Carbon Neutral
Security

•
•
•
•
•

Technologicaladvances
High output lasers
6G high-speed communication
standard
Fuel cells
AI
Compact, multifunction sensors

Growth drivers

Earnings
plan

Leverage alliances to get to 10%+ annual
revenue growth“Material Processing” and “Robot Vision”

Note 1. Material Processing and Robot Vision reside under the Components Business segment. The other businesses reside under Industrial Metrology and Others.

51. Our Strategy– Business Strategy of Digital Manufacturing (2/2)
Capitalize on New Markets by Combining Unique Value Propositions

Methods of value
delivery

Robo-visionpick & place operations

RibletValue
proposition

Removalprocessing• High-precision processing for difficult-to-cut and complex shapes• Fuel efficiency improvement and power generation gains• High-speed detection of objects, more sophisticated and efficient

Additive
processing

Needs in society and industry

Nikon's strengths
feedback processing, 3D alignment and high-speed sensing• Capabilities in precision systems integration

Sales
promotion• Elemental technologies such as high-precision measurement,

End products

Components
Contract
processing

Business development• Develop promising applications jointly with customers• Deliver solutions encompassing additive, removal and riblet
processing and robot vision

Target customers
EnergyAerospace

Automotive

Telecom

Semiconductor& Electronic
components

6

Executive Summary

Same asP2

Transaction Overview•

Nikon has entered into an investment agreement with SLM Solutions Group AG（”SLM”）, a world-leading developer and manufacturer of metal additive
manufacturing (“Metal AM”) equipment in Germany, and announced its decision to launch a voluntary public takeover offer for all outstanding shares,
with the total amount of capital expected to be required for the acquisition of €622MM(1)(JPY 84Bn)(2)- €45MM capital increase to SLM, approx. 10% of registered share capital in September 2022
- Launch of voluntary public takeover offer to registered share capital and in-the-money convertible bonds at the price equivalent to €20.00 per share- Entered into irrevocable undertakings with SLM’s key shareholders, Elliott International, L.P., ENA Investment Capital LLP and SLM’s founder HansJoachim Ihde regarding their SLM shares and certain SLM convertible bonds•

SLM’s Supervisory and Management Board welcome and support the offer•

Closing of public takeover offer, expected between January to June 2023, is subject to foreign investment control clearances and other customary conditions(The offer is not subject to a minimum acceptance threshold)

Overview of SLM•

SLM is the leading provider of industrial Metal 3D printing machines focused on Metal AM and multi-laser technology•

Delivered 750+ Laser Powder Bed Fusion (L-PBF) Metal 3D printers to 150+ leading companies in aerospace, automotive and other industries

Strategic Rationale•

Nikon aims to become a global leader in Metal AM, offering innovative manufacturing solutions to customers worldwide,and fulfilling Nikon’s Medium-Term Management Plan which sets Digital Manufacturing as a core growth driver•

Through the acquisition, Nikon will obtain the following:- Brand power and market share in the growing Metal AM sector- Manufacturing and sales platform of L-PBF, the mainstream in Metal AM- Access to SLM’s global and diversified customer base with a variety of end user industries and product applications- Strong and experienced management team as well as talented technical engineers and sales professionals

Note 1. Assuming acquisition of 100% of shares on a fully diluted basis. The number of fully diluted shares is calculated by adding the number of registered share capital, the number of shares to be issued through thecapital investment, and the number of additional shares assuming that all in-the-money convertible bonds are converted into common shares
Note 2. Assuming FX rate as 1 EUR = 135.00 JPY

7

3. Overview of SLM– At a Glance
Overview

Key Statistics

750+

Established

1996

HQ

Lübeck, Germany

Listing Market

Frankfurt Stock Exchange (Ticker: AM3D)CEOSam O‘Leary

Employees

500+ (As of June 2022)€85MM

Installed
Machines

Revenue(22/6 2Q LTM(1))

YoY Revenue
Growth(22/6 2Q LTM(1))

GP Margin(22/6 2Q LTM(1))

#1

100%

40%+

30+

The World’s
Fastest
L-PBF System

Key ProductCustomer BaseNXG XII 600 – Designed for Serial Production

Serving

20x fasterthan a standard single laser system
12 Lasers

1,000 Watts each150+

Blue Chip Customers
including Fortune 500
companies and someindustry leaders

Are Engineers

Focus on Metal
Additive
Manufacturing

Diversity of
Employees from30+ Countries

PorscheBMW

Volkswagen

HONDA

KLS Martin
Group

RMIT
University

Swiss m4m
Center

BONE 3D

EMERSONSIEMENS

Baker
Hughes

NASABlue Origin

RocketFactory
Augsburg

Collins
Aerospace

AIRBUS

BOEINGSAFRAN

Rolls Royce

Build up rate up to

1,000 cm3/h

39%

38%

Note 1. Last Twelve Months (unaudited)83. Overview of SLM– Expansion of Additive Manufacturing Market
Benefits of AM/ Market Forecast•

Significant reduction of development period and cost with complex geometries at lower weights•

Metal AM market is entering a mid to long-term growth phase through accelerating adoption rate

Total Metal Parts Market andTAM of High-Value Metal Parts in 2021(1)Growth of High-Value Metal
Parts TAM(1)(2) (2021-2026)

High-Volume
Low-Value Parts€540Bn/¥73TnHigh-Value
Metal Parts TAM

CAGR
25.5%

CAGR
4.6%

Total Metal Parts

Parts without
AM Potential

Addressed Market
for Metal AM(1)(3) (2021-2026)€149Bn/¥20Tn€119Bn/¥16Tn€7.8Bn/¥1.0Tn€771Bn/¥104Tn
5.2% Metal AM Adoption rate in 2026

€112Bn/¥15Tn€2.5Bn/¥340Bn€119Bn/¥16TnSource: AM POWER
Note 1. Assuming FX rate as 1 EUR = 135.00 JPY
Note 2. Total addressable market that can theoretically be replaced by Additive Manufacturing
Note 3. Current Metal AM market including systems, part manufacturing and material

2.1% Metal AM Adoption rate in 2021

2021

2026

2021

2026

9

3. Overview of SLM– Positioning and Technology
Positioning/ Technology•

A world-leading developer and manufacturer of Metal 3D printers using the L-PBF method•

L-PBF method leads Metal AM technology with 80%+ market share

Revenue of Metal 3D Printer Suppliers

Installed Base (units) by Technology 2021(2)Nikon’s estimate

Source: AM POWER

Metal FDM

Other

6%

1%

DED

Binder Jet
3%

7%
L-PBF

（SLM utilizes L-PBF）

DED(1)（Nikon utilizes DED）

Binder Jet

L-PBF
84%

A

B

SLM

C

D

E

F

G

Note 1. Directed Energy Deposition
Note 2. Please refer to P.18 for details on metal 3D printing types

10

3. Overview of SLM– Core Product: NXG XII 600
Core Product•NXG XII 600 designed for serial production with 12 lasersNXG XII 600 – Designed for Serial Production
20x fasterthan a standard single
laser system

5x fasterthan a SLM quad-laser
machine12 Lasers

1,000 Watts
each

Zoom functionbuild up rate up
to 1,000 cm3/h

NXG XII 600 as a Game Changer
Build rate (cm3/hr)
1,000
NXG XII 600

Dots represent selective competitor machines

750

+500%
productivity
increase

500

250

SLM 500

SLM 125
Designed forserialproduction

Optimized for large
parts andhigh-volume
production

Capable oflarge layer
thickness

Fine features anddelicate patterns
possible00.00

SLM 800

SLM 280

0.04

0.08

0.12

0.16

0.20

0.24

Build chamber (m3)

Source: SLM’s investor presentation

11

4. Strategic Rationale– Rationale and Key Business Synergies
Nikon aims to become a global leader in Metal AM,
offering innovative manufacturing solutions to customers worldwide

Strategic
Rationale

Key Business
Synergies•

Brand power and market share in the growing Metal AM sector•

Manufacturing and sales platform of L-PBF, the mainstream in Metal AM•

Access to SLM’s global and diversified customer base with a variety of end user industries
and product applications•

Strong and experienced management team as well as talented technical engineers and sales professionals•

Accelerate product development and product road mapping through joint development efforts•

Implementation of Nikon’s cutting edge technology and manufacturing know-how•

Generate new innovative business solutions through R&D collaboration and by offering both
L-PBF and DED technologies

125. Transaction Overview (1/2)•

All-cash consideration of €20.00 per share for 100% of the share capital of SLM on a fully diluted basis- Implied equity value of €622MM (JPY 84Bn)(1) on a fully diluted basis

Financial Terms•

61.1% of the share capital of SLM already secured on a fully diluted basis- €45MM (JPY 6.1Bn)(1) (approx. 10% of the registered share capital) capital increase (7.3% on fully diluted basis)- Entered into irrevocable undertakings with SLM’s key shareholders, Elliott International, L.P., ENA Investment
Capital LLP and SLM’s founder Hans-Joachim Ihde regarding their SLM shares and certain SLM convertible bonds

Recommended
Transaction
Offer Conditions
and Transaction
Structure
Capital
Allocation
Financial
Impact•Nikon and SLM have entered into an investment agreement setting out the core principlesof the transaction•

SLM’s supervisory and management board welcome and support the transaction•

No minimum acceptance threshold•

Foreign investment control clearances and other customary conditions•

Commitment not to enter into a domination and/or profit and loss transfer agreement for 3 years•

Intention to initiate a delisting of SLM after closing to the extent commercially reasonable•

Acquisition to be covered by the capital allocation framework of the current Medium-Term Management Plan•

Transaction to be funded with existing cash•

Profit contribution during the current Medium-Term Management Plan period toward FY2025 is
expected to be limited, profit contribution expected to accelerate towards 2030•

Detailed financial impact to be announced after closing

Note 1. Assuming FX rate as 1 EUR = 135.00 JPY

13

5. Transaction Overview (2/2)
Illustrative Transaction Schedule

September 2, 2022

End of September

End of October

Mid November

Jan. – Jun. 2023
Potentialdelisting• Agreement on direct
capital investment• Publication of theoffer document• Irrevocable
undertakings agreed
with 3 key shareholders• Start ofacceptance period• End of theacceptance period(4 weeks)• End of the additional
acceptance period(2 weeks)• Closing of the
public takeover offer(1)(2)• Announcement ofintention to launch
public takeover offer

Note 1. Long-stop date is 12 months after the end of acceptance period
Note 2. Subject to regulatory approvals and other customary conditions

14

Appendix

15

SLM – Key Financials
Revenue

YoY Growth€MM

EBITDAEBITDA Margin

€MM
(32%)

26%

22%

38%

B/S
€MM

(53%)

(24%)

(11%)

2019/12 2020/12 2021/12

(6%)

86
75

2022/6

Cash andCash
Equivalents

25

18

24

37

Total Assets

136

126

149

175

Financial
Liabilities

67

78

81

107

Total Equity

44

15

32

27

62
49

(15)

(9)

(5)

(26)
2019

2020

2021

22/6 2Q
LTM (1)

2019

2020

2021

22/6 2Q
LTM (1)

Note 1. Last Twelve Months (unaudited)16

SLM – Customer Base and Product Lineups
Installed Base by Region

Installed Base by Machine TypeAs of February 2022

As of February 2022
19 %

22%

NA

SLMⓇ125
SLMⓇ280
SLMⓇ500&800~95% of
Backlog multi laser

APAC

25%

18 %

>50% ofIB multi laser

EMEA
53%

1%

NXG XII 600
62 %Key Product Lineups
2009

2011

2013

2017

2020

SLM®125

SLM®280

SLM®500

SLM®800

NXG XII 600

Addressable
MarketChamber Size

Small series production

High volume, serial production

125x125x125

280x280x365

500x280x365

500x280x850

600x600x600

SingleTwin

Twin & Quad

Quad

12

Up to 25

Up to 88

Up to 171

Up to 171

1,000+

Laser
Build Rate cm3/h
Source: SLM’s investor presentation

17

Metal 3D Printing Types
Metal 3D-Printing Types
Powder Bed Fusion

PBF

Binder Jet

L-PBF

EB-PBF

Laser-PBF

Electron Beam-PBF

Metal powder materials laidflat in a layer are fusedbonding by thermal energy(Laser)Similar to L-PBF with
“Electron Beam”
instead of Laser

Metal powder materials
laid flat in a layer are boundby injecting a liquid bonding
agent. Post-treatment(sintering) is required

DED

Metal FDM

Directed Energy Deposition

Fused Deposition Modeling

Metal powder materials
sprayed through a nozzle
are melted and depositedby thermal energy (Laser)

Thermoplastic polymer
including metal powder
extruded from the nozzle
are fused and depositedby heater. Post-processing(sintering) is required18

Certain Disclaimers
This announcement is for information purposes only and does not constitute an invitation to make an offer to sell SLM securities. This announcement does
not constitute an offer to purchase SLM securities and is not for the purposes of Nikon making any representations or entering into any other binding legal
commitments. Investors and holders of SLM securities are strongly advised to read the relevant documents regarding the takeover offer and the bonds
offer, when available, because they contain important information. In addition, holders of SLM securities subject to the takeover offer and/or the bonds
offer are strongly recommended to seek independent advice in order to reach an informed decision in respect of the content of such offer documents andwith regard to the takeover offer and/or the bonds offer.
The publication, sending, distribution or dissemination of this announcement in certain jurisdictions other than Germany and the United States may be
governed by laws of jurisdictions other than Germany and the United States in which the publication, sending, distribution or dissemination are subject tolegal restrictions. Persons who are not resident in Germany or the United States or who are for other reasons subject to the laws of other jurisdictions
should inform themselves of, and observe, the laws of such other jurisdictions.
This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
If you are a resident of the United States, please read the following:
The takeover offer and the bonds offer are being made for the securities of a non-U.S. company and will be subject to the disclosure and procedural laws,
standards and practices of jurisdictions other than the U.S., although the takeover offer and the bonds offer will be made in reliance on, and compliancewith, Section 14(e) of the Exchange Act and Regulation 14E thereunder.
In some jurisdictions, publication or distribution of this announcement may be illegal or permitted only to certain persons.
Any descriptions of companies other than the Nikon group and SLM and other relevant information in this document are cited from publicly available
sources, and Nikon has not verified and shall not provide any warranty as to the accuracy or appropriateness of such information. Unless otherwise stated,financial information related to Nikon in this is based on IFRS (including Japanese management accounting standards), and financial information related to
SLM in this document is based on accounting standards adopted in Germany.

19Forward-looking Statements
This announcement contains forward-looking statements or statements that may be deemed to be forward-looking statements with respect to Nikon, theBidder and SLM. Statements other than historical facts contained in this announcement may constitute forward-looking statements. Forward-looking
statements include "targets," "plans," "believes," "expects," "aims," "intends," "will," "may", "anticipates", "estimates", "projects" and similar words andphrases, or the negative forms thereof. Forward-looking statements include (i) future capital expenditures, expenses, revenues, earnings, synergies,
economic trends, indebtedness, financial condition, dividend policy, losses and projections; (ii) business and management strategies and the potential
synergies and business expansion and growth that the takeover offer and the bonds offer may bring to Nikon, the Bidder, or SLM; and (iii) the impact ofany governmental regulation on the business of the Company or SLM, including statements regarding the impact of such regulation on the business of the
Nikon or SLM.
Forward-looking statements are subject to risks and uncertainties that may materially affect expected results and are based on certain important
assumptions. A number of factors could cause actual results to differ materially from those assumed or implied in the forward-looking statements. In lightof such uncertainties and risks, you are cautioned not to place undue reliance on forward-looking statements, which are relevant only as of the date they
are made. Neither Nikon, the Bidder nor SLM undertakes any obligation to update any forward-looking statements or other statements contained in thisannouncement, except as required by applicable law.
None of the statements contained or referred to in this announcement are made as a profit forecast.

20