AAON : Acquisition of BasX Solutions Presentation - November 2021

Acquisition of BasX

Solutions

November 18, 2021

Forward-Looking / Cautionary Statements

Certain statements and information set forth in this presentation, including any oral statements made regarding the contents of this presentation, contain "forward-looking statements" and "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995 and as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements which include management's assessment of future plans and operations and are based on current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Forward- looking statements are provided to allow potential investors the opportunity of management's beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. Some of the forward-looking statements may be identified by words such as "may", "plan", "foresee", "will", "should", "could", "anticipate," "believe," "expect," "intend," "potential," "continue," and similar expressions. While the Company's management believes that these forward-looking statements are reasonable as and when made, these statements are not guarantees of future performance and undue reliance should not be placed on them. The Company's forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company's control) and assumptions that could cause actual future results to differ materially from the Company's historical experience and its present expectations or projections. For additional information regarding known material factors that could cause the Company's results to differ from its projected results, please see its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The reader is cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement after they are made, whether as a result of new information, future events, or otherwise.

This presentation includes financial measures that are not in accordance with generally accepted accounting principles ("GAAP"), such as EBITDA and Adjusted EPS. While management believes that such measures are useful for investors, they should not be used as replacements for financial measures that are in accordance with GAAP.

2	AAON, Inc. - November 18, 2021

Company Overview

PROFILE

SALES MIX

Description:

BasX Solutions is an industry leader in designing, engineering and manufacturing high‐efficiency data center cooling solutions, cleanroom systems, custom HVAC systems and modular solutions

Headquarters:	Founded:	Employees:
Redmond, OR	2012	~260
2021E Sales:		CUSTOMERS
Manufacturing:
~70M | 5‐year CAGR: 45%	200,000 sq. ft.

Products:

	High Density IT Cooling Systems	Custom Air Handling Units
Unitary Data Center	Cleanroom Plenum
Cooling Systems
Systems
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Data Centers

Cleanroom

Systems

Commercial

HVAC

BasX Leadership

DAVE BENSON

BasX CEO & Co‐Founder

Mr. Benson has 35 years of experience in the HVAC industry as the HVAC design engineer and operations manager at Intel, past‐ President and Founder of Cleanpak and President and Founder of Huntair. He has pioneered the development and manufacturing of many products that have shaped today's industry standard of air‐handling technology and efficiency.

MATT TOBOLSKI PHD, SE

BasX President & Co‐Founder

Dr. Tobolski is an innovative and driven engineer, leader and entrepreneur focused on developing value‐added products to support a broad range of industries. He is passionate about working on multi‐disciplinary teams that strive to develop efficient and forward thinking designs. Matt leads the strategic direction of BasX and is heavily involved in project development activities.

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"We have been familiar with BasX and their team for a while now and we are extremely impressed with what they accomplished since founding the company just nine years ago. Similar to AAON's founder, BasX's Co‐Founder Dave Benson has been a visionary in our industry. And Matt Tobolski, BasX's other Co‐Founder, is an extremely talented leader and engineer that has been integral in BasX's success. We view this acquisition more like a partnership than a takeover. As such, through this deal, we feel AAON is gaining premier leadership talent."

‐ Gary Fields, AAON President and CEO

Summary Transaction Terms

Transaction	 Upfront payment of $100M
 Additional $80M payments are subject to earn‐out milestones that extend out through 2023
Terms
 Acquisition of real estate property utilized by BasX expected by end of Q1 2022 for $22M
	 Excluding upfront acquisition‐related expenses and non‐cash purchase accounting
Financial Benefits
of the	amortization costs, the Company anticipates the acquisition will be accretive to earnings
Transaction	 The full value of the earn‐outs reflect EBITDA more than doubling by 2023
	 Anticipate the combined entity will result in material cost savings over the following three years
Potential
Synergies	 Revenue synergies related to scale, cross‐selling opportunities and geographic footprint
	 Upfront payment of $100M financed with a combination of cash and borrowings on credit facility
Financing
 Earn‐outs will be paid with AAON stock
	 Expected closing on equity acquisition by year‐end
Timing	 Subject to customary closing conditions as well as signing of the real estate purchase agreement
	 Real estate closing expected by end of Q1 2022

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