RENESAS AND ALTIUM
JOIN FORCESFEBRUARY 15, 2024
RENESAS ELECTRONICS CORPORATION© 2024 Renesas Electronics Corporation. All rights reserved.

DISCLAIMERNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION W HERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS ORREGULATIONS OF SUCH JURISDICTION.
No offer or solicitation
This Presentation is provided for informational purposes only and is not intended to and does not constitute an offer to subscribe for or purchase nor a solicitation of an offer to sell or the solicitation of any vote or approval in any jurisdiction in respect of, anyequity, debt or other financial instrument of Renesas Electronics Corporation (“Renesas”) or any of its subsidiaries. This Presentation has been prepared to assist parties in making their own evaluation with respect to a potential transaction pursuant to which
Renesas will acquire 100% of the issued shares in ASX listed Altium Limited by way of a scheme of arrangement, (“Potential Transaction”) and for no other purpose. In addition, the Presentation is not intended to and does not constitute an offer to sell or thesolicitation of an offer to subscribe for or purchase, nor shall there be any sale of securities on the basis of it. Especially, this Presentation is not intended to and does not constitute an offer or sale of securities in the United States. Securities may not be offered orsold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933.
This Presentation is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act of Australia or any other law. This Presentation has not been, and will not be, lodged with ASIC or any foreign regulator.
Forward-looking statements
The statements in this presentation with respect to the plans, strategies and forecasts of Renesas and its consolidated subsidiaries (collectively “we”) are forward-looking statements involving risks and uncertainties. Such forward looking statements do not
represent any guarantee by management of future performance. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “continue,” “endeavor,” “estimate,” “expect,” “initiative,” “intend,” “may,” “plan,” “potential,” “probability,” “project,” “risk,”“seek,” “should,” “strive,” “target,” “will” and similar expressions to identify forward looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements discuss future expectations, identify
strategies, contain projections of our results of operations or financial condition, or state other forward-looking information based on our current expectations, assumptions, estimates and projections about our business and industry, our future business strategies
and the environment in which we will operate in the future. We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this presentation will actually occur andinvestors are cautioned not to place undue reliance on these forward-looking statements. Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those contained or implied inany forward-looking statement, including, but not limited to: general economic conditions in our markets, which are primarily Japan, North America, Asia and Europe; demand for, and competitive pricing pressure on, our products and services in the marketplace;
our ability to continue to win acceptance of its products and services in these highly competitive markets; and movements in currency exchange rates, particularly the rate between the yen and the U.S. dollar. Among other factors, a worsening of the world
economy, a worsening of financial conditions in the world markets, and a deterioration in the domestic and overseas stock markets, would cause actual results to differ from the projected results forecast.
This Presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this Presentation, which neither we nor ouradvisors or representatives have any intention or, are under an obligation, to update, revise or affirm (except where required by law).
Financial data
All dollar values are in US dollars (US$ or USD) unless stated otherwise. This presentation includes certain financial information of Altium as at June 30, 2023 unless stated otherwise. This presentation includes certain pro forma information. Such pro forma
information is based on assumptions and estimates and is for illustrative and informational purposes only and is not presented as being indicative of Renesas’ views on its, nor anyone else’s future financial position or performance. In addition, the pro forma
information in this presentation does not purport to be in compliance with the rules and regulations of the US Securities and Exchange Commission. The pro forma information is subject to various risks and uncertainties, including without limitation, market
conditions, competition, regulatory changes, and economic factors. Certain financial measures included in this presentation are (i) "non-IFRS financial information" under ASIC Regulatory Guide 230: "Disclosing non-IFRS financial information" and (ii) non-GAAP
financial measures under Regulation G of the U.S. Securities Exchange Act. While Renesas believes that this non-IFRS financial information provide, and these non-GAAP financial measures provide, useful information to users in measuring the financial
performance and conditions of Renesas and Altium, non-IFRS and non-GAAP financial measures do not have standardized meanings prescribed by the Australian Accounting Standards (AAS) or International Financial Reporting Standards (IFRS), may not becomparable to the calculation of similar measures of other companies and, as presented, may not be permissible in a registration statement under the U.S. Securities Act. Therefore, you should not place undue reliance on any non-IFRS financial information or
non-GAAP financial measures included in this presentation or construe them as alternatives to other financial measures determined in accordance with AAS or IFRS. A number of figures, amounts, percentages, estimates, calculations of value and fractions in thispresentation are subject to the effect of rounding.
No reliance
Although reasonable care has been taken to ensure that the facts stated in this Presentation are accurate and that the opinions expressed are fair and reasonable, the contents of this Presentation have not been formally verified by Renesas or any other person.
Further, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of any transaction. Accordingly, no representation or warranty, express or implied, is or will be given by Renesas, any of
its subsidiaries, shareholders or any of their respective directors, officers or employees or any other person, as to the accuracy or completeness of the information in this Presentation or any other written, oral or other communications transmitted or otherwise
made available to any party in the course of its evaluation of the Potential Transaction. No part of this Presentation, or the fact of its distribution, should form the basis of or be relied upon in connection with any contract or transaction or investment decision
whatsoever. None of Renesas, or any of its subsidiaries, shareholders or any of their respective directors, officers or employees nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of such information or opinions orotherwise arising in connection with this Presentation. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with Renesas or its representatives as investment, legal or tax advice or anyrecommendation and is not intended to be used as the basis for making an investment decision. Renesas has not considered the objectives, financial position or needs of any particular recipient. Recipients of this Presentation should each consult with their ownadviser(s) and make their own independent evaluation of the information and of the relevance and adequacy of the information in this Presentation and should make such other investigations as they deem necessary. The recipient also acknowledges and agrees
that the information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be material.
Agreement
By participating in this Presentation and/or accepting any copies hereof you agree to be bound by the foregoing restrictions and the other terms of this disclaimer© 2024 Renesas Electronics Corporation. All rights reserved.

Page 2

DIGITALIZATION TRAJECTORYTop3

September

March

January

February

2022

2023

2024

2024

Quick-Connect Studio

Dedicated team

$20+bn2030 Aspiration© 2024 Renesas Electronics Corporation. All rights reserved.

6x

Page 3

ALTIUM AT-A-GLANCESan Diego, CA850+Global headquarters

Employees

US$263M @19% YoY~77%

FY23 revenue & growth

Recurring revenue

36.5%

61,000+

FY23 EBITDA margin

Global subscriptions© 2024 Renesas Electronics Corporation. All rights reserved.

Design software

Leading design
software forPCBs

Page 4Cloud platform

Leading cloud
platform forelectronics
hardwaredevelopment

Leading
independent
search platform
for electronics
components

COLLABORATION HISTORY

Partnership© 2024 Renesas Electronics Corporation. All rights reserved.

Certified symbols

Page 5

Digital twins

VISIONTo make electronics design accessible tobroader market to allow more innovation
by creating an Electronics System Design & Lifecycle Management platform
together with Altium© 2024 Renesas Electronics Corporation. All rights reserved.

Page 6

ACCESS TO TECHNOLOGY

Mainframe / server© 2024 Renesas Electronics Corporation. All rights reserved.

PC

Page 7

WHERE WE FIT
Product Lifecycle Management
CAE

Requirements

Systemarchitecture

Electronic
subsystemarchitecture

Deviceevaluation

DeviceselectionEDAECAD /MCAD

Component
designElectronic
subsystem
designSimulation

Electronic
subsystem
manufacturing

PCB
physical design

Electronics System Design & Lifecycle Management

CAE: Computer Aided Engineering

EDA: Electronic Design Automation© 2024 Renesas Electronics Corporation. All rights reserved.

ECAD: Electrical CAD

MCAD: Mechanical CAD

Page 8SystemassemblyProductINDUSTRY-FACING CHALLENGES

Fragmentedresources© 2024 Renesas Electronics Corporation. All rights reserved.

Designcomplexity

Page 9Time to market

SOLUTIONS WE WILL BRING
Data

Components

Development

Collaboration

M / ECAD data of integrity

BOM management

Evaluation

PLM / CAE / EDA

Standardized library

Device search

Simulation

Manufacturing

Reusable system-level designs

Inventory / EOL management

Development

Components & distributors© 2024 Renesas Electronics Corporation. All rights reserved.

Page 10

IMMEDIATELY BETTER TOGETHER▪ Extensive MCU footprint andbroadest product portfolio
Components▪ Leading collaboration platform▪ 400+ winning combinations

Platform(s)▪ Most popular PCB software▪ Intimacy with enterprises
Complementary ▪ Skilled support workforce
customers

Financialcapacity

Complementary ▪ Instantly usable functionalities
customers▪ Scale for bolt-ons© 2024 Renesas Electronics Corporation. All rights reserved.

▪ Leading parts search platform

Digitalexpertise

Page 11▪ 850+ headcount well versed incloud and software technology

LONGER-TERM BENEFIT
To Renesas

To industry

Broader user baseMore innovation

Easier-to-use solutions & devices

More electronics

Enriched ecosystem

Easier access to technology© 2024 Renesas Electronics Corporation. All rights reserved.

Page 12

FINANCIALS
EPS accretion

DeleveragingSynergies
2.1x

FCF

Interest & other<1.0x

RenesasABBA

Other expenses

Renesas + ABBA+At close

Immediately accretive to earnings
without synergies

Quick deleveraging as demonstrated
in past acquisitions

Note: Deleveraging figures represent pro forma net leverage of the combined company, non-GAAP EBITDA basis© 2024 Renesas Electronics Corporation. All rights reserved.

2-3+years~3 years

Page 13

TRANSACTION OUTLINE
Consideration▪ A$68.50 per share▪ Equity value of A$9.1
billion*1 / Enterprisevalue of A$8.8 billion*2▪ Premium of 34% toFebruary 14 and 39%
to one-month VWAP

Funding

Closing

Integration▪ Financed with bankloans and cash on
hand▪ Subject to customary
closing conditions
including approvals
by Altium
shareholders,
Australian court andregulators▪ Altium to be a whollyowned subsidiary ofRenesas▪ Not subject to any
financing conditions▪ To be closed in 2H,
subject to timing of
required regulatory
approvals▪ To be paid in cash

*1: Approximately ¥887.9 billion at an exchange rate of ¥97 to the A$© 2024 Renesas Electronics Corporation. All rights reserved.

*2: Approximately ¥859.3 billion at an exchange rate of ¥97 to the A$Page 14▪ Business operations
to be run at arm'slength▪ Support functions tobe integrated

THANK YOU