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Back to the future: DNA Strategic opportunity DNA-based therapy market Back to the Future: DNA November , 2019 Strategic Opportunity DNA-based Therapy Market

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Page 1: Back to the Future: DNA Back to the future: DNA€¦ · Back to the Future: DNA November, 2019 Strategic Opportunity DNA-based Therapy Market. 2 Disclaimer This document is intended

Back to the future: DNAStrategic opportunity DNA-based therapy market

1

Back to the Future: DNA

November, 2019

Strategic Opportunity DNA-based Therapy Market

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DisclaimerThis document is intended for prospective investors, partners and media audiences and no statements made here shouldbe considered as claims for the success of our products, which are currently in the development phase.This document also may contain projections and/or estimates about and descriptions of plans and objectives relating toour future operations, products, or services; future financial results; or assumptions underlying or relating to any suchstatements. These statements are forward-looking and are subject to risks and uncertainties, many of which are beyondour control and are not to be regarded as guarantees of future events.

Actual results could differ materially depending on a number of factors, including the timing and effects of regulatoryactions, the results of product tests, the Company's relative success developing and gaining market acceptance for anynew products, and the effectiveness of patent protection.

There can be no guarantee regarding the results of the product tests or other on going studies with our products. Therecan be no guarantee that our products in development will be approved for marketing in a timely manner,if at all.

The Company disclaims any intent or obligation to update these forward-looking statements or the factors thatmay affect the Company's future results, performance or achievements, even if new information becomes available in thefuture.

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Agenda

Proposed Transaction

New Organization

Expedeon: Overview

2

1

3

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Commercial Focus• Developing, manufacturing and selling consumables for use in laboratory workflows

across immunology, proteomics and genomics, especially:

• Biomarker research

• Drug discovery

• Clinical diagnostics

• Investing in R&D streams supporting product innovation

• Product innovation and commercialization

• Nurturing TruePrime™ technology

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Value DriversDriving revenue and profit growth through

• Innovation: Strong portfolio of IP across genomics, immunology and proteomics with exciting commercial potential

• Buy and build strategy: Adding complementary technology and high growth products

Lighting-Link®

CaptSure™TruePrime™

InstantBlue™

RunBlue™

genomics immunology proteomics

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Successful Execution

-2.7 -2.1

12.51.8

7.8

13.1

2016 2017 2018 2019e

Adjusted EBITDA

Revenue

Company Trends 2016 – 2019e (EUR million)

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Financial Achievements 2019• Strongest revenue quarter ever and full year EBITDA guidance met in Q3

• 23% increase in revenues to EUR 11.5 million for the first nine months of 2019 versus same period 2018

• Adjusted EBITDA of EUR 2 million for the first nine months of 2019 compared to EUR 461 thousand in 2018

• Adjusted EBITDA of EUR 804 thousand for the third quarter; EBITDA of EUR 671 thousand

• 2019 financial guidance:

• Adjusted EBITDA guidance revised upwards on 29 October with full year target of EUR 2.5-3 million

• Revenue guidance of full year double digit growth reaffirmed

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Agenda

Proposed Transaction

New Organization

Expedeon: Overview

2

1

3

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Proposed Transaction • Sale of immunology and proteomics assets to Abcam plc

• Expedeon retains genomics and certain electrophoresis assets

• Price and conditions:

• EUR 120 million (debt free and cash free)

• All-cash transaction

• EUR 105.6 million paid directly, EUR 14.4 into 2 year escrow account

• Transaction:

• Agreement signed November 11, 2019

• Subject to shareholder approval

• EGM to be held on December 19, 2019 in Heidelberg

• Completion January 1, 2020 subject to EGM approval

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Proposed Transaction: Intellectual Property

proteomics

Intellectual Property

Lighting-Link®

CaptSure™TruePrime™InstantBlue™

RunBlue™

genomics immunology

AbcamExpedeon

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Subsidiary Split

To remain part of Expedeon AG2018 revenues:~10% of revenue

Asset to be sold to Abcam2018 revenues: ~90% of revenue

Expedeon Inc.San Diego, USElectrophoresis

Expedeon Holding Ltd.Expedeon Ltd.Cambridge, UKProteomics

Expedeon S.L.UMadrid, Spain

Genomics

Expedeon AGExpedeon Biosciences

Expedeon Verwaltungs GmbHHeidelberg, Germany

Registered Offices

Expedeon Asia PTE Ltd.SingaporeSales

TGR BioSciences Pty Ltd.Thebarton, AustraliaImmunology

Innova Biosciences Ltd.Cambridge, UKImmunology

NewcoCambridge, UK

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Transaction Rationale

• Transaction represents over 9-fold 2018 group revenue and 2-fold recent market capitalisation

• Significant return on original investment: EUR 40.0 million to EUR 120 million (+200%) (based on valuations at time of transaction)

• Application of proceeds

• Strategic developments and innovation in genomics

• Continued buy and build strategy

2016 2016 2017 2018 2019

Expedeon C.B.S.

Scientific

Innova

Biosciences

TGR

BioSciences

Acquisition Acquisition Acquisition Acquisition Asset Sale

to Abcam

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Timeline

20202019

19 December 2019

Extraordinary Meeting in Heidelberg

1 January 2020

Completion

7 November 2019

Q3 reported

11 November 2019

Agreement with Abcam signed

29 October 2019

Full year guidance raised

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Agenda

Proposed Transaction

New Organization

Expedeon: Overview

2

1

3

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Use of Proceeds

Continued buy and build strategy

• Focus on complementary assets and technologies

• Build revenues and profitability

Share buy-back program under consideration

• Up to 10% of share capital

Exploitation of genomics assets

• Development of DNA manufacturing capacity

• Deliver on 2022 revenue objectives

Genomics

Buy & Build

Share buy back

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Strategy

• Development of next-generation DNA manufacturing for clinical grade DNA based on:

• Market-leading asset TruePrime™ enabling cost efficient in-vitro DNA manufacturing

• Establish cost-effective in-vitro process with enhanced end-product quality

• Scale process and build infrastructure for GMP grade manufacture of DNA products suitable for clinical applications

• Establish leading market position

• Buy & build focused on complementary assets and technologies:

• To accelerate reaching critical mass and business scale

• Opportunity to build platform with non-dilutive financing

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Growth Potential: Genomics

• Capitalise on and develop revenue opportunities in genomics

• Current estimate until 2022 up to EUR 13.5 million

• Gene Therapy Market: EUR 10 million

• Diagnostics Market: EUR 3.5 million

• Unique market position in DNA amplification:

• Market leading genomics technology for the replication and manufacture of DNA

• Product revenues

• Genomics (Expedeon SLU): Key technologies TruePrime™, SunScript®

• Electrophoresis products (Expedeon Inc. / formerly C.B.S. Scientific)

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Target Markets: Genomics• Therapeutics products (incl. gene therapy and gene vaccines)

• Nascent market, technologies based on synthetic biology awaiting approvals from regulatory bodies

• Largest share: DNA synthesis, synthetic DNA

• USD 39 billion (2020e), CAGR: 44 %

• Diagnostic Products

• Overall: USD 40-45 billion p.a.; Point of care tests (POC): USD 12 billion p.a.

• Liquid biopsy: USD 2 billion (2022e), CAGR: 20 %

• Diagnostic tests and tools for infectious diseases: USD 15 billion p.a.

RNA-based viruses – Influenza testing only: USD 1 billion (2023e)

• Research Tools

• Reverse Transcriptase: USD 280 million p.a.

• Isothermal DNA amplification: USD 266 million (2015); CAGR: 14 %

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DNA Synthesis for Gene TherapiesB2B business modelProducing DNA suitable for gene therapy applications through a novel approach

Gene DNA supply

Big pharma, biotech

Expedeon AG

GMP-certified

Manufacturing capacity

Gene therapy R&D

Preclinics

Clinical trials

PatientTherapyClinical trials

Approved therapy

1 2 3

Big pharma, biotech

Point of care

4

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Market Requirements

Manufacturing capacity:

Production facilities

To be established

(use of proceeds)

Manufacturing expertise:

Production and purification

Established

GMP expertise to be added

Raw material:

Polymerase, Oligos, Nucleotides

Polymerase: TruePrime™

Supply: buy, potential partnering or

acquisition (use of proceeds non-

dilutive)

Network and B2B partnering

expertiseEstablished

DNA supply for gene therapy,

gene vaccines and other applications

Expedeon AG

GMP-certifiedManufacturing

capacity

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Expedeon AdvantagesCost efficient approach

Reduced vector* size improves gene / vector ratio

*Vector is the vehicle for DNA production and discarded later

shorter amplification time

“Shipping a small item in a big box”

Classical approach TruePrime™ approach

“Efficiently packaged”

reduced use of expensive raw materials

VectorGene

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Expedeon AdvantagesCell-free approach

Independent from large fermenters currently limited availability, high infrastructure investment needed

Significantly smaller volume

Smaller GMP certified production facility

Reduced use of expensive raw material

VectorGene

Endotoxin-free

Less purification steps

No contamination risks

Classical approach TruePrime™ approach

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Enzymes: Building Blocks for Future Success• RNA Reverse Transcriptases

• Conversion of RNA into DNA

• Applications: transcriptomics, strong potential in diagnostics especially of viral infections

• DNA Polymerases

• Copy DNA template strands enabling creation of large quantities of identical DNA copies

• Applications: manufacturing DNA for supply, life science research, diagnostics

• Range of proprietary phi29 based DNA polymerases enabling room temperature amplification with enhanced characteristics

• DNA Primases

• Enable initiation of a DNA amplification reaction without the need for synthetic oligos / primers

• Proprietary highly active primase

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TruePrime™ for DNA Manufacturing

USPs:

• Manufacturing of DNA without bio-fermentation creating higher quality DNA

• Reduced manufacturing cost

Value Driver

Application:

• Manufacture of large amounts of high-quality DNA for use in preclinical and clinical gene therapy applications

Opportunity:

• Multi-billion USD gene therapy market expected to grow at over 20 % per annum with existing constraints on manufacture of high-quality DNA

TruePrime™

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Expedeon AG: Change of Name• Transaction permits short term use

of “Expedeon”

• Proposal to change name tabled at EGM

• Proposed change of name to reflect renewed focus on DNA

Guanine

Thymine

Cytosine

Adenine

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Expedeon Current Stock Information

Ticker symbol: EXNN (Xetra)

ISIN: DE000A2YN801

WKN: A2YN80

Issued shares: 52,307,265 (31.10.2019)

Listing:Germany: Deutsche Börse (Prime Standard)

(Major Stock Exchanges)

Free float: ~ 83.4 %

Key shareholders (>3%):Deutsche Balaton: 8.3 %; Fernandez Trust: 5.2 %;

Dr. Heikki Lanckriet: 3.2 %

Market cap: EUR ~ 63 million (31.10.2019)

Analysts: GBC AG (Cosmin Filker; BUY: EUR 3.20)

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EGM on December 19, 20191. Resolution on the approval pursuant to Section 179a German Stock Corporation Act

(Aktiengesetz - “AktG”) of the conclusion of a Purchase Agreement concerning the sale and transfer of all shares in Expedeon Holdings Ltd. from Expedeon AG to Abcam plc as well as the sale and transfer of individual assets from Expedeon Inc. to Abcam plc

2. Resolution on the authorization to acquire and sell own shares under exclusion of shareholders' subscription and tender rights

3. Resolution on the authorisation to use derivatives in connection with the acquisition and sale of treasury shares

4. Name change of the remaining entity

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Thank You for Your AttentionFor more information, please contact:

Expedeon AGDr. Heikki Lanckriet, CEO/CSO

Email: [email protected]

Phone: +44 1223 873364

MC Services AGRaimund Gabriel

Email: [email protected]

Phone: +49 89 210 228 0

www.expedeon.com

www.investors.expedeon.com