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Gardner Denver Baird 2019 Global Industrial Conference November 5, 2019

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Page 1: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

Gardner DenverBaird 2019 Global Industrial ConferenceNovember 5, 2019

Page 2: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

Disclaimer

Forward-Looking Statements

This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regardingthe proposed transaction between Gardner Denver Holdings, Inc. (“Gardner Denver”) and Ingersoll-Rand plc (“Ingersoll Rand” and, together with Gardner Denver,the “Companies”), Gardner Denver’s expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,”“outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likelyresult,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other thanhistorical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction with Ingersoll Rand, the ability ofthe parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategicbenefits, the tax consequences of the proposed transaction, and the combined company’s plans, objectives, expectations and intentions, legal, economic andregulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements.

Forward-looking statements are based on Gardner Denver’s current expectations and are subject to risks and uncertainties, which may cause actual results to differmaterially from current expectations. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, amongothers, (1) that one or more closing conditions to the transaction between Gardner Denver and Ingersoll Rand, including certain regulatory approvals, may not besatisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of theproposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders ofGardner Denver may not be obtained; (2) uncertainty of the expected financial performance of the combined company following completion of the proposedtransaction between Gardner Denver and Ingersoll Rand; (3) failure to realize the anticipated benefits of the proposed transaction such as achieving anticipatedrevenue and cost synergies, including as a result of delay in completing the proposed transaction or integrating the businesses of Gardner Denver and Ingersoll RandIndustrial, or at all; (4) inability of the combined company to retain and hire key personnel; (5) the occurrence of any event that could give rise to a delay in theclosing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors detailed from time to time in GardnerDenver’s reports filed with the SEC, including Gardner Denver’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports onForm 8-K; and (7) with respect to expectations regarding the business of Ingersoll Rand’s Industrial Segment, other risk factors detailed from time to time in IngersollRand’s reports filed with the SEC, including Ingersoll Rand’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form8-K. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this communication. Gardner Denver undertakes no obligation to update any forward-lookingstatements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to placeundue reliance on any of these forward-looking statements.

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Non-GAAP Financials

Included in this presentation are certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, designed to supplement, and not substitute for, the financial information presented in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors. A reconciliation of these measures to the most comparable GAAP financial measures for historical periods is included in the Appendix hereto.

Page 3: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

Overview of Gardner Denver

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80% GDP+ Growth

38%

62%

LTM Q3'19

Key Financial Metrics (LTM Q3’19) Business Highlights

Revenue ~$2.6B

Adj. EBITDA ~$0.6B

Adj. EBITDA Margin

~24.2%

Revenue Mix

MEDICAL

(Gas pumps, liquid pumps and liquid

handling solutions)

Aftermarket

OriginalEquipment

INDUSTRIALS

(Air compressors, vacuums, blowers and

fluid products)

ENERGYUPSTREAM

ENERGYMID/DOWN

STREAM

20% Intensity

Page 4: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

New Ingersoll Rand (GDI + IR Industrials Segment): Creating a Global Leader in Mission-Critical Flow Creation

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Provides Greater Scale and Reach through Leading Brands and Market Position

Broadens Portfolio of Technologies and Solutions

Strong Recurring Service and Aftermarket Platform

Enhances End Market Balance and Diversity

World-Class Operating Platform Fueled by a Talented Global Workforce

Compelling Value Creation through $250M of Expected Cost Synergies with Incremental Revenue Growth Opportunities

1

2

3

4

5

6

Page 5: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

Employee Ownership at Gardner Denver

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In conjunction with the IPO, we awarded equity grants to all ~6,100 employees

globally who were not already part of the management equity program

Stock now worth over $180

million awarded to

employees1

Meaningful awards representing ~40% of annual base salary

Awards have appreciated more than 60% since grant date

Making Everyone an Owner

1 Based on stock price as of 11/1/19

Page 6: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

New Ingersoll Rand: Driving an Ownership Mindset through Enhanced Engagement

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Investing in the

Workforce

Community Engagement

Ownership

New Ingersoll Rand provides a new

opportunity to impact a business culture

through the 3 pillars of engagement

Expecting to issue up to an incremental $150

million of equity to all employees2

In total, represents ~$330 million of value in

stock grants, which, as far as we know, is the

largest ever distribution of stock to

employees at an Industrial Company

Value of Stock Granted1: ~$330M

1 Includes $150M of incremental equity to be granted to employees of New Ingersoll Rand after closure of deal; Based on stock price as of 11/1/19

2 Incremental $150M of equity expected to be issued to all non-equity eligible employees per the Company’s annual plan

Page 7: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

Appendix

Page 8: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

Reconciliation of Net Income (Loss) to Adjusted EBITDA

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($ M)

Q3’19 LTM

FY18 FY17 FY16

Net Income (Loss) $227.9 $269.4 $18.5 ($31.3)

Plus:

Interest Expense $91.1 $99.6 $140.7 $170.3

Provision (Benefit) for Income Taxes $46.1 $80.1 ($131.2) ($31.9)

Depreciation Expense $53.7 $54.6 $54.9 $48.5

Amortization Expense $125.0 $125.8 $118.9 $124.2

Impairment of Goodwill and Other Intangible Assets - - $1.6 $25.3

Sponser Fees and Expenses - - $17.3 $4.8

Restructuring and Related Business Transformation Costs $29.7 $38.8 $24.7 $78.7

Acquisition Related Expenses and Non-cash Charges $38.3 $16.7 $4.1 $4.3

Environmental Remediation Loss Reserve - - $0.9 $5.6

Expenses Related to Public Stock Offerings $0.7 $2.9 $4.1 -

Establish Public Company Financial Reporting Compliance $1.7 $4.3 $8.1 $0.2

Stock-based Compensation $11.7 ($2.3) $194.2 -

Loss on Extinguishment of Debt $0.3 $1.1 $84.5 -

Foreign Currency Translation (Gains) Losses, Net $1.8 ($1.9) $9.3 ($5.9)

Shareholder Litigation Settlement Recoveries ($11.0) ($9.5)-

-

Other Adjustments $2.6 $2.2 $10.9 $7.9

Adjusted EBITDA $619.6 $681.8 $561.5 $400.7

Page 9: Baird 2019 Global Industrial Conference/media/Files/... · closing of or termination of the proposed transaction between Gardner Denver and Ingersoll Rand; (6) other risk factors

Important Additional Info and No Offer or Solicitation

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IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction between Gardner Denver and Ingersoll Rand, Gardner Denver and Ingersoll Rand Industrial will file registration statements with the SEC registering shares of Gardner Denver common stock and Ingersoll Rand Industrial common stock. Gardner Denver will also file a proxy statement, which will be sent to the Gardner Denver shareholders in connection with their vote required in connection with the proposed transaction. If the transaction is effected in whole or in part via an exchange offer, Ingersoll Rand will also file with the SEC a Schedule TO with respect thereto. INGERSOLL RAND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND/OR INFORMATION STATEMENT THAT WILL BE INCLUDED IN THE REGISTRATION STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, AND GARDNER DENVER SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GARDNER DENVER, INGERSOLL RAND INDUSTRIAL AND THE PROPOSED TRANSACTION. The proxy statement, prospectus and/or information statement, and other documents relating to the proposed transactions (when they are available) can be obtained free of chargefrom the SEC’s website at www.sec.gov, from Gardner Denver by accessing its website at http://www.gardnerdenver.com and from Ingersoll Rand by accessing its website at http://www.ingersollrand.com.

NO OFFER OR SOLICITATION

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would beunlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

This document is not a solicitation of a proxy from any security holder of Gardner Denver. However, Ingersoll Rand, Gardner Denver and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Gardner Denver in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Ingersoll Rand may be found in its Annual Report on Form 10-K filed with the SEC on February 12, 2019 and its definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on April 23, 2019. Information about the directors and executive officers of Gardner Denver may be found in its Annual Report on Form 10-K filed with the SEC on February 27, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on March 26, 2019.