The Platform Group AG

Investor Presentation • Jun 11, 2024

CAPITAL MARKET DAY

JUNE 11, 2024

CAPITAL MARKETS DAY

11 2 2 11 24 24 24 1
10:30 - 11:00 AM	Registration
11:00 - 11:30 AM	TPG Introduction: Platforms for success
	Dr. Dominik Benner (CEO)
11:30 - 12:00 PM	Financial Outlook and midterm guidance
	Reinhard Hetkamp (CFO)
12:00 - 12:45 PM	M&A as a key discipline for value generation
	Dr. Dominik Benner (CEO), Laura Vogelsang (Executive
	and Heinrich Traude (M&A)
12:45 - 13:15 PM	Software development for strategic compelitive advanta
	Christoph Wilhelmy, (COO)
13:15 - 14:00 PM	Get Together Coffee & Snacks

Heinrich Traude M&A

Christoph Wilhelmy COO

Reinhard Hetkamp CFO

Dr. Dominik Benner Laura Vogelsang

At a Glance

Financial Perspective

TPG's M&A Approach

TPG's Software Strategy

Platforms for success

THE PLATFORM GROUP At a glance

OUR MANAGEMENT STRUCTURE

Segments

Consumer Goods Freight Goods Industrial Goods Service and Retail Goods

Dr. Dominik Benner CEO

• TPG since 2012
• 5th generation family business

• 15 years eCommerce

Laura Vogelsang Mgmt. Board

• TPG since 2018

• 10 years eCommerce & payment

• Responsibilities: Risk, Payment, HR

Reinhard Hetkamp CFO TPG AG

▪ >20 years experience in various finance roles inc. various CFO positions

Supervisory Board

Stefan Schütze (Chairman)

▪ Jens Wasel

▪ Florian Müller

▪ Dominik Barton

CFO

TPG GUIDANCE 05/2024 CONTINUING OPERATIONS

Adj. EBITDA Margin 7-10%

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			ISIN: DE000A2QEFA1 WKN: A2QEFA Kürzel: TPG Typ: Aktie	The Platform Group AG
Übersicht		Charts	News		Unternehmensangaben	Kennza
	Frankfurt		Xetra			Xells
Tag	Woche	1 Monat	6 Mon.		1 Jahr 3 Jahre	Max.
10,00 8.00
8,000
1,00 0.00
5,00
4.00		Sept.	- ги.		Varz

200m€ Market Cap

70% Benner Holding

Guidance Update 05/2024

LATEST DEVELOPMENTS (3 MONTH)

Acquisition of OEGE GROUP (B2B platform company)

Acquisition of Avocadostore GmbH (platform for sustainable products)

Acquisition of HOOD Media GmbH (platform for consumer products)

LATEST DEVELOPMENTS (3 MONTH)

Acquisition of hood.de

Acquisition of Avocadostore

+ 3 Mio. SKU's

LATEST DEVELOPMENTS (3 MONTH)

Reduction of minority shareholders: Möbelfirst (new: 100%)

Reduction of minority shareholders: ViveLaCar Group (new: 100%)

Reduction of minority shareholders: Lott Carparts (new: 100%)

LATEST DEVELOPMENTS (3 MONTH)

Reduction of minority shareholders: ApoNow / Doc.Green (new: 80%)

Group Structure since 03/2024

The Platform Group AG

The Platform Group GmbH & Co. KG

fashionette GmbH

Brandfield BV

New COO: Christoph Wilhelmy (04/2024)

New COO: Stefan Miebach (03/2024)

OUR FUTURE STRATEGY

LEADING POSITION

Becoming the No.1 Platform in Europe

Organic growth higher than market

POWER OF SCALE NEW MARKETS

CONTINUED M&A EXPANSION

GEOGRAPHICAL EXPANSION

Expanding into 30 industries by 2025

3-8 Acquisitions per year

Long-term goal of 50% organic / 50% inorganic growth

Increasing geographical footprint outside of Germany

Near-term France and Italy, long-term U.S. and India

THE PLATFORM GROUP Platforms for success

WITH TPG SOFTWARE OUR PARTNERS GET ACCESS TO GLOBAL ECOMMERCE – 22 INDUSTRIES COVERED

Software-solutions for small- & medium-sized business partners

Source: Company. Overview of subsidiaries/brands. 2024 acquired: Hood.de and Avocadostore

THE PLATFORM GROUP: SEGMENT OVERVIEW

Consumer Goods Freight Goods

Industrial Goods Service & Retail

Products with simple logistics and focus on consumer goods

• Sustainable Products
• Fashion/Shoe/Luxury
• Accessories
• Jewelry and
• Watches

Products with complex transport, logistics and delivery processes in the area of freight logistics

• Furniture
• Forest Equipment
• Bicycles
• E-Scooters
• Cars

B2B focus on industrial goods and industrial solutions

• Trading with used machines / B2B
• Dental equipment B2B
• Hairdressing B2B platform
• Car/truck parts trade
• Industrial supplies

Products and services that are remunerated on the basis of performances

Platform for local pharmacies

• • Platform for pharmaceutical manufacturers
  • Online learning platforms
  • Factoring and real estate platform
  • Local Stores

Revenues by Segment (Q1 2024)

(in m€, continuing operations)

Consumer Goods: 61.221 Freight Goods: 17.382 Industrial Goods: 20.943 Service & Retail Goods: 8.360

OUR CORE COMPETENCIES

Software

Interfaces Marketing

Source(s): Company 17

HOW WE CREATE VALUE FOR OUR PARTNERS UNIQUE BASIS FOR SCALING PLATFORMS AND PARTNERS ALIKE

Proof of concept is reflected in over 12,000 trusting and satisfied partners

COMPETITIVE ADVANTAGE

TECHNOLOGICAL EDGE

TPG's unique software allows it to integrates platforms and thus scale resources and know-how. In addition, partners are effortlessly integrated via standardized interfaces, which grants instant access to over 50 sales channels, via direct platform sales channels and external shops or marketplaces.

This approach separates TPG from typical single platform operators and allows it to offer partner extreme visibility at favorable costs.

ONE-STOP SHOP GUARUANTEE

TPG covers all data management processes and customer communication for its partners.

Partners can trust in years of sales services experience, offering continually refined dynamic re-pricing algorithms, and boosting partners' organic reach and customer traffic with comprehensive digital marketing strategies.

TPG handles the organization of packaging and shipping to the customer and covers return management as well as aftersales service.

Personalized analytics delivers tailored statistics and insights on customers for informed decision-making and further growth strategies.

HOW WE CREATE VALUE FOR OUR PARTNERS HOW WE CREATE VALUE FOR THE PARTNER

HOW WE CREATE VALUE FOR OUR PARTNERS HOW WE RAMP UP REVENUES FOR OUR PARTNERS

Source(s): Company 19 Revenue WITH TPG eCommerce

Revenue without eCommerce 200 TEUR additional revenue with existing inventory Our partner

can cover the high fix costs!

Typical Point of Sale (POS), fashion

100 TEUR additional revenue with Re-ordering NOS

HOW WE CREATE VALUE FOR OUR PARTNERS HOW WE RAMP UP REVENUES FOR OUR PARTNERS

200 TEUR additional revenue with existing inventory

1.1m€ 1.4m€ Revenue without eCommerce Revenue WITH TPG eCommerce +27%

Typical Point of Sale (POS), fashion

100 TEUR additional revenue with Re-ordering NOS

1.1m€ Local revenue

0.3m€ Online revenue

• -49% material -47% material
  -
  • -21% platform
  • -15% others
• -17% HR -6% HR
• -12% rents
• -15% others

OUR STATEMENT ON VALUE CREATION

"We do not accept cash burning. Our company never did."

"We have to acquire companies for fair values, meaning badwill is not an exception. And we develop their value over time."

"Our TPG-approach gives us the opportunity to buy highly attractive online -players in niche markets, make a great PMI and achieve long -term cashflow -streams."

" Each year, we see more than 1.500 offered online companies, most of them does not fit to us (industry, losses etc). But when we make the process of M&A, the seller understands our additional value compared to other bidders – and we are not looking for exits. That convinces the seller in many times and management stays on board."

SAAS-MODELS

Control
We want to have full control on the eCommerce Value Chain. Means: Not just offering software, we make A-Z as a full service for our 11.800 partners. Starting from coding ERP-interfaces, offering excellent software solution, manage the full payment process and take care about tax declarations and customs for our partners, we have full control on the Value Chain.

Why do we NOT make SaaS-Revenues?

Value creation Replaceability

We can achieve higher €-margins when we fully control the eCommerce Value Chain, cover all processes and services for our partners.

When we would offer only SAAS-solutions to external parties, we would have nice %margins, but after 2-3 years (contract time) we always would have a higher risk of being replaced by another software. Because we develop and run our own software solutions for our partners and cover the full Value Chain of eCommerce, our risk of replaceability is low.

OUR DECISION FUNNEL FOR NEW INDUSTRIES

TPG decision funnel for entering new industries

Control Selection of Industry:

• Are more than 150 potential platform partners in the industry?
• Is the product attractive in terms of margin, average order value and logistics?
• Have the industry partners local ERP-systems?

Entering Industry:

• players in the industry,

If 3x YES Starting TPG-Strategy

HOW WE ACQUIRE COMPANIES

After 22 acquisitions, we have a strong track record and knowledge in post merger integration + value creation

Our Requirements for new M&A Targets

	Revenue &	Status of the		Profitability &		Strategy &
	Customers	Company		Debt		IT
Diversified Customer base (>1.000 customers)	Revenue range €3-100m Positive revenue development (>10-15% YoY),	No early phase investments, only proven track record	Sufficient management levels, no risk of single management issues	EBITDA adj. >3% (1st year of PMI)	Debt level <2x EBITDA	Platform strategy (or eCommerce with change to platform strategy)	High IT/ERP knowledge and TPG-software-fit

HOW WE ACQUIRE COMPANIES

Revenue & Customers			Status of the Company	Profitability & Debt
Diversified Customer base (>1.000 customers)	Revenue range €3-100m Positive revenue development (>10-15% YoY),	No early phase investments, only proven track record	Sufficient management levels, no risk of single management issues	EBITDA adj. >3% (1st year of PMI)	Debt level <2x EBITDA	W

Successful cost reduction			Strong focus on Platform technology	Centralized share services
TPG reduces cost ratios: HR, rents, software, marketing spending	Closing of business division in India	With our software we connect 3rd party players and increase supply level	We quit external software providers and make it inhouse	Marketing, accounting, software and ERP inhouse	Full integration of TPG platform software

"We have to acquire companies for fair values, meaning badwill is not an exception. And we develop their value

over time."

M&A PIPELINE Q2 2024

B2B eCommerce

• 80m€ Revenue

• 70 employees
• Located in Germany

Acquisition:

• 50,1% Acquisition
• Management remains
• Call-/put options 2027

B2C Luxury Platform

- 7-8m€ Revenue ▪ 30 employees

• Located in Netherlands

Acquisition:

-

▪ 50,1% Acquisition ▪ Management remains ▪ Call-/put options 2026

B2C Sports

• 21m€ Revenue
• 40 employees
• Located in Germany

Acquisition:

• 50,1% Acquisition
• Management remains
• Call-/put options 2027

Status:

DD: done SPA/Signing: May 2024 Closing: August 2024

Status:

DD:	May 2024
SPA/Signing:	June 2024
Closing:	July 2024

Status:

DD:	May
SPA/Signing:	June 2024
Closing:	July 2024

THE PLATFORM GROUP Financials

OVERVIEW PRO-FORMA FY 2023/FY 2022 CONTINUING OPERATIONS

All Pro-Forma figures for FY 2023 and FY 2022 are based on continued operations. Fashionette AG announced in Q1 2023 and Q2 2023 the closure of the business units of (a) beauty and (b) smartwatches, in Q3 2023 the planned sale of both units was published., sell-off by April 2024 effective. All ratios related to total revenue FY 2023/FY 2022. Market expectations FY2023 are based on current research (Nuways, MMWarburg, Montega). All numbers are unaudited and preliminary.

	2022	2023	Guidance / market expectation
GMV	€ 591m	€ 705m
Net revenue (EUR m)	€ 387.4m	€ 440.8m	GMV-Guidance: € 700m → Achieved / outperformed.
Other revenues (EUR m)	€ 29.0m	€32.8m
Gross Margin	34.8%	31.1%	Revenue-Guidance: € 440m → Achieved / outperformed.
Marketing Cost Ratio	7.4%	5.9%
Distribution Cost Ratio	6.3%	7.5%	EBITDA adj.-Guidance: € 20m → Achieved / outperformed.
HR Cost Ration	6.5%	4.7%
Adj. EBITDA (EUR m) (% margin)	€ 11.9m (3.0%)	€ 22.6m (5.1%)	EBITDA reported: € 47.7m (FY 2023) above expectations.
Reported EBITDA (EUR m) (% margin)	€ 37.0m (9.6%)	€ 47.4m (10.7%)	Net profit: € 33.3m (FY 2023) above expectations.
Net profit (EUR m) (% margin)	€ 24.8m (6.4%)	€ 33.3m (7.6%)

OVERVIEW PRO-FORMA FY 2023/FY 2022 CONTINUING OPERATIONS

All Pro-Forma figures for FY 2023 and FY 2022 are based on continued operations. Fashionette AG announced in Q1 2023 and Q2 2023 the closure of the business units of (a) beauty and (b) smartwatches, in Q3 2023 the planned sale of both units was published., sell-off by April 2024 effective. All ratios related to total revenue FY 2023/FY 2022.. Earnings per share based on number of stocks according to year end (31.12.2023). Market expectations FY2023 are based on current research (Nuways, MMWarburg, Montega). All numbers are unaudited and preliminary.

	2022	2023	Guidance / market expectation
Net profit (EUR m), continuing operations	€ 24.8m	€ 33.3m
Net profit (EUR m), not-continuing operations	€ -3.3m	€ -6.4m	Earnings per share (FY 2023) above expectations.
Net profit (EUR m), total	€ 21.5m	€ 26.9m
thereof minorities	€ 2.1m	€ 1.1m
Earnings per share (EUR), total	€ 1.12	€ 1.50
Earnings per share (EUR), continuing operations	€ 1.31	€ 1.93

PRO-FORMA CONSOLIDATED CASH FLOW STATEMENT

Consolidated cash flow statement

Adjustments for

	2023
Period result	26.932.008
Result from discontinued operations	6.381.032
Earnings before from continuing operations taxes	33.313.040
Adjustments for
Profit from business acquisitions	(25 .274.443)
Depreciation (+) / write-ups (-) of fixed assets	7.997.879
Gain (-) from the disposal of plant and equipment property,	(2 .146.005)
Increase (+) / decrease (-) in provisions	(1 .582.709)
Increase (-) / decrease (+) in trade receivables and other that assets are not attributable investing or financing activities to	(17 .465.046)
Increase (-) / decrease (+) in inventories	37.120.358
Increase (+) / decrease (-) in trade payables and other liabilities that are not attributable investing or financing activities to	35.830.638
Interest expense (+) / income (-)	6.455.284
expense (+)/income (-) (-/+) Income and deferred and tax tax assets liabilities (+/-)	5.194.987
Taxes paid on income and earnings less refunds (-) ,	(329 .047)
Interest paid (-)	(6 .455.284)
Other non-cash expenses (+)/income (-)	(1 .434.585)
Cash inflow from ongoing business activities	71.225.068
Payments (+) from disposals Payments (-) for investments in fixed assets	(18 .446.580)
Payments (-) for the acquisition of subsidiaries less acquired liquid assets ,	(58 .948.710)
Cash investing activities outflow from	(77.395.290)
Payments (-) for interest and of leasing liabilities repayment	775.060
Incoming (+) taking (-) from loans and of loans payments out repayment	950.804
Cash outflow from financing activities	1.725.864
Cash-effective changes in financial resources	(4.444.357)
Available financial beginning financial the of the resources at year	12.060.478
available period Funds the end of the at	7.616.121

Pro-Forma figures for FY 2023, continuing operations.

OVERVIEW Q1 REPORT 2024 (VS. Q1 2023 PRO-FORMA) CONTINUING OPERATIONS

All pro-forma and non-pro-forma figures are based on continued operations. Fashionette AG announced in Q1 2023 and Q2 2023 the closure of the business units of (a) beauty and (b) smartwatches, in Q3 2023 the planned sale of both units was published., sell-off by April 2024 effective. All ratios related to net revenue Q1 2024 / Q1 2023. All figures unaudited.

	Q1 2024
GMV	€ 190.6m	€ 161.0m
Net revenue (EUR m)	€ 107.9m	€ 84.2m
Other revenues (EUR m)	€ 9.8m	€ 7.5m
Gross Margin	37.7%	37.7%
Marketing Cost Ratio	6.3%	6.5%
Distribution Cost Ratio	7.9%	7.3%
HR Cost Ration	4.7%	4.8%
Adj. EBITDA (EUR m) (% margin)	€ 8.5m (7.9%)	€ 6.8m (8.1%)
Reported EBITDA (EUR m) (% margin)	€ 16.7m (15.5%)	€ 13.3m (15.8%)
Net profit (EUR m) continuing operations (% margin)	€ 12.9m (12.0%)	€ 9.7m (11.5%)

Q1 2023	Takeaways
	Q1 traditionally lowest quarter in FY-perspective
	GMV Growth +18% / Revenue Growth +28%: both
	higher increase compared to internal forecast.
	Distribution cost ratio with 7.9% above internal cost
	target-line (carrier cost increase in 1/2024)
	EBITDA adj. +25% / EBITDA reported +26% shows high
€ 6.8m	effectiveness of 2023 cost reduction program.
(8.1%)
€ 13.3m
(15.8%)	Net profit +34%: above internal forecast.
€ 9.7m
(11.5%)

1
1

OVERVIEW Q1 REPORT 2024 (VS. Q1 2023 PRO-FORMA) CONTINUING OPERATIONS

	Q1 2024
Net profit (EUR m), continuing operations	€ 12.9m	€ 9.7m
Net profit (EUR m), not-continuing operations	€ -1.5m	€ -1.5m
Net profit (EUR m), total	€ 11.4m	€ 8.2m
thereof minorities	€ 0.4m	€ 0.5m
Earnings per share (EUR), total	€ 0.55	€ 0.38
Earnings per share (EUR), continuing operations	€ 0.65	€ 0.49

STRONG GMV AND REVENUE GROWTH CONTINUING OPERATIONS

GMV Growth 3M

Revenue Growth 3M

03/2024

PROFITABILITY AS A KEY FOR SUSTAINABLE GROWTH CONTINUING OPERATIONS

EBITDA adj. 3M

03/2024

EBITDA reported 3M

03/2024

FROM EBITDA ADJUSTED TO EBITDA REPORTED

Q1 2024 results, continuing operations. PPA-Results due to IFRS3 and deferred tax & consolidation effects.

THE PLATFORM GROUP: NON-FINANCIAL KPI

Pro-Forma figures for Q1 2023, continuing operations.

	Q1 2024
Number of Orders	938.312	751.487
Average order value (EUR)	115	112
Active Customers (12 month)	4.4m	3.6m
Number of Employees	758	768
Number of Partners (31.03)	11.987	4.953

Q1 2023	Takeaways
	Positive development: More partners (11.987) bring more products. More products bring more customers (4.4m), more customers bring more orders (Q1: 0.9m).
	Average order value increased to 115€ (2023: 112€), due to less discounts and less campaigns.
	Reduced staff (758 employees) due to cost efficiency program and reduction in two subsidiaries.

NEW GUIDANCE 2024 (GUIDANCE 05/2024) CONTINUING OPERATIONS

GMV Guidance FY 2024

Revenue Guidance FY 2024

NEW GUIDANCE 2024 (GUIDANCE 05/2024) CONTINUING OPERATIONS

EBITDA adj. Guidance FY 2024

Partners

Pro-Forma figures for FY 2022, 2023. FY 2022 and FY 2023 continued operations. 2024e according to guidance. 2021 TPG/Fashionette combined.

THE PLATFORM GROUP: REVENUE DEVELOPMENT € 241 m € 441 m € 387 m

Pro-Forma figures for FY 2022, 2023. FY 2022 and FY 2023 continued operations. 2024e according to guidance. 2021 TPG/Fashionette combined.

THE PLATFORM GROUP: ADJUSTED EBITDA DEVELOPMENT

Pro-Forma figures for FY 2022, 2023. FY 2022 and FY 2023 continued operations. 2024e according to guidance. 2021 TPG/Fashionette combined.

Source(s): Company information 42

GROUP FINANCING SOUND USE OF DEBT FUNDING RETAINS FLEXIBILITY AND REDUCES RISK

3,0

Leverage

NET DEBT / EBITDA

TPG GUIDANCE MIDTERM GUIDANCE CONTINUING OPERATIONS

Adj. EBITDA 7-10%

GMV €1.1bn

INCREASE of MIDTERM GUIDANCE

Our M&A Strategy

TPG'S STRATEGY CLEAR VISION AND ROADMAP TO BECOME EUROPE'S LEADING PROFITABLE PLATFORM GROUP

TPG has defined a clear strategy to achieve its long-term goal in becoming Europe's leading technology enabled platform

No 1 platform in Europe

Extension of partnerships, products and services offering

Improvement of TPG platforms via operational and software capabilities

Further geographical expansion outside Germany

Long-term balanced organic and inorganic growth (50/50)

Expansion to 30 industries by 2025

VALUE CREATION UNIQUE ECOSYSTEM TO DIGITIZE PARTNERS AND PAVE THE WAY FOR ONLINE COMMERCE

TPG is a software enabled group of e-commerce platforms that connects countless partners and customers in niche segments

MISSION/ VISION BECOMING EUROPE'S BIGGEST PLATFORM GROUP BY 2025

Mission

TPG will sustainably secure its international business success through its sense of responsibility for the community. This commitment is reflected in its code of ethics, which is based on socially responsible business practices and respectful interaction to link stationary and online retail.

Vision

TPG will create a future where stationary and online retail are linked in all industries, giving local retailers the opportunity to overcome challenges and continue their business by selling their products online.

Values

The passion of each specialist, motivation, empathy for all stakeholders, transparency, high degree of responsibility and the expertise to recognize trends and develop solutions are the core values of each TPG employee and essential to the mission of digitizing stationary retail.

Goals

TPG aims to digitize and aid small and local retailers in various industries facing major challenges by linking their physical stores with online retail, thus increasing its market share by leveraging its growth momentum resulting from the unique combination of customer reach and interconnected inventories.

STRATEGY AND BUSINESS MODEL SOFTWARE-ENABLED GROUP ACQUIRING, OPERATING AND IMPROVING PLATFORMS

• Taking the leading position in Europe's e-commerce platform landscape via usage of different growth levers and organic above market growth
• Exploitation of the power of scalability via expansion to new markets which enlarges connected partners, offered products, connected customers and thus attracts new partners that benefit from the superior TPG platform
• Continuous execution of multiple acquisitions per year to expand market share, sustain a high growth trajectory, diversify market risks and complement organic growth measures
• Increase of the geographical footprint in Europe short- to midterm and U.S. and India in the long-term to strengthen the dominant position in the respective industry niches and increase scale

STRATEGY IN BRIEF

BUSINESS MODEL SOFTWARE-ENABLED GROUP ACQUIRING, OPERATING AND IMPROVING PLATFORMS

TPG is a software enabled group that acquires, operates and improves e-commerce platforms via its operational holding

• E-commerce platforms as underlying business model that serve as marketplaces which enable transactions to offline and online partners seeking an additional sales channel and end customers seeking broad product offerings.
• The proprietary software platform serves as the foundation for seamless integration of e-commerce platforms and partners, allowing for continuous scalability
• M&A is the core strategy to further boost the group's growth and reach the goal of becoming the No 1 multi-niche segment platform group in Europe

BUSINESS MODEL IN BRIEF

Source(s): Company 51

INVESTMENT EXPERIENCE LESSONS LEARNED

Finding hidden champions

Avoiding meltdowns

Structured idea generation

Qualitative idea generation

Financials People

THE BEST OF TWO WORLDS TPG'S UNIQUE APPROACH COMBINES HIGH RETURNS AND LOW RISK

HISTORICAL MILESTONES FROM A FAMILY-RUN SMALL BUSINESS TO AN INNOVATIVE PUBLICLY TRADED PLATFORM GROUP

SEGMENT OVERVIEW TPG HAS ORGANIZED ITS PORTFOLIO INTO FOUR CENTRAL BUSINESS SEGMENTS

TPG's systematic M&A Approach & empirical Evidence

Systematic approach of TPG

We drive sustainable growth and enhance shareholder value by strategically acquiring profitable, niche platforms with strong financials and value add potential through TPG.

Through integrating these acquisitions into our decentralized structure in combination with our state-of-the-art software solution, we aim to generate higher returns over an extended period, capitalizing on the robust cash flow from these entities.

TPG IS THE SYSTEMATIC ACQUIRER IN E-COMMERCE CONTINUOUSLY PURCHASING, OPERATING AND OPTIMIZING E-COMMERCE PLATFORMS

Dr. Dominik Benner CHAIRMAN OF THE BOARD, CEO

Source(s): Company 57

A PRIVATE STRATEGY FOR PUBLIC MARKETS STRATEGIZING GROWTH THROUGH PROGRAMMATIC ACQUISITIONS

ACQUISITION-DRIVEN COMPUNDERS PRIVATE EQUITY INVESTORS

Permanent home

Internal Due Diligence

Board member

Autonomy & reporting

Free cash flow

Stability

5-7 years

Long process

Operational environment

Change

Use of debt

Unpredictable

A PRIVATE STRATEGY FOR PUBLIC MARKETS STRATEGIZING GROWTH THROUGH PROGRAMMATIC ACQUISITIONS

ACQUISITION-DRIVEN COMPUNDERS PRIVATE EQUITY INVESTORS

TPG APPROACH

5-7 years

Long process

Operational environment

Change

Use of debt

Unpredictable

Sound combination of cash, debt and TPG shares

Leverages synergies via operational holding + software

High entrepreneurial approach: family/ owner driven

Source(s): Company

ANALYSIS OF BUSINESS MODELS SERIAL ACQUIRERS FUNDAMENTALLY DIFFER IN THEIR APPROACH TO TRADITIONAL INVESTORS

TPG AS AGILE SERIAL ACQUIRER	VS	TRADITIONAL M&A BUYER
Sound combination of cash, debt and TPG shares		Traditional financing structure
Strong incremental return on capital		Average incremental return on capital
Leverages synergies via operational holding + software		Expects synergies
Lower market correlation		Higher market correlation
Lower risk: Small, frequent tactical acquisitions		Higher risk: Often larger deals

Often institutionally owned

Source: Global 1,000; McKinsey; Thomson Reuters; Commentary: Global 1,000 companies that are among top 1,000 by market capitalization, excludes companies headquartered in Africa and Latin America 60

OUR EMPIRICAL BACKGROUND MCKINSEY ANALYSIS 2019

IDENTIFYING ACQUIRER CHARACTERISTICS PROGRAMMATIC ACQUIRERS FREQUENTLY COMPLETE SMALL DEALS WITH HIGH FREQUENCY

TYPES OF ACQUIRERS SHAREHOLDER RETURNS

Programmatic acquirers achieved excess total returns to shareholders that were higher than the median

WHAT PROGRAMMATIC AQUIRERS DO DIFFERENTLY ENHANCING M&A STRATEGY WITH PROGRAMMATIC PRECISION AND ALIGNMENT

46 All programmatic acquirers 26 15 All programmatic acquirers At all other companies Share of respondents who strongly agree with a given statement (%) In M&A strategy and sourcing, respondents at programmatic acquirers are more likely than others to strongly agree that their companies take measures to align M&A strategy with corporate strategy. Share of respondents who strongly agree that their companies have go/no-go criteria for a given M&A-stage (%) Companies with a programmatic approach to M&A set go/no-go criteria for each stage of a deal. Company regularly reallocates M&A capital to business units that align most with its overall strategy Executives understand which assets they may 44 37 Signing a non disclosure agreement 40 30 Making a nonbinding offer 49 35 Making a binding offer

51 41

Finalizing negotioations

All programmatic acquirers At all other companies

WHAT PROGRAMMATIC AQUIRERS DO DIFFERENTLY STREAMLINING M&A WITH DEFINED OWNERSHIP AND SYSTEMATIC PLAYBOOKS

Share of respondents who strongly agree that there is a clear owner for a given M&A phase (%)

Programmatic acquirers are more likely than other companies to have clear owners for each phase of the M&A process.

In each phase of the companies to use playbooks.	M&A process, programmatic	acquirers are likelier than other
Share of respondents who say their companies have a playbook or how-to-guide for a given M&A-phase (%)
	38 23	Market scan
	62 39	Valuation of targets
	62 39	Due diligence
	51 30	Integration planning
	36 23	Integration execution

Source(s): Standard & Poor's Capital IQ, Mergermarket, Constellation Software; *Comment Reference point of CSI stock and S&P 500 is as of 04/01/2010; Index start = 1, the S&P 500 was selected as a stronger proxy to North American stock performance

SUCCESS STORY CONSTELLATION SOFTWARE INC. DEMONSTRATION OF ACQUISITION-DRIVEN VALUE CREATION

Acquisition and holding of companies that offer software solutions for specific industry verticals CONSTELLATION SOFTWARE Inc.

• CEO: Mark Leonard
• Revenue (2023): \$ 8.4b
• HQ: Toronto, Kanada
• Over 500 acquisitions

"One of our directors has been calling me irresponsible for years. His thesis goes like this: CSI [Constellation Software Inc.] can invest capital more effectively than the vast majority of CSI's shareholders, hence we should stop paying dividends and invest all of the cash that we produce, even if that means lowering our hurdle rates. I used to argue that we needed to maintain our hurdle rates because dropping them for a few marginal capital deployments would cause the returns on our entire portfolio to drop. The evidence supported my contention, so we kept the rates high for small and mid-sized […] acquisitions and made very few exceptions for large […] acquisitions. The by-product of this discipline has been a perennial inability to invest all the cash that we generate."

MARK LEONARD, CEO

BERGMAN & BEVING – NICHE SPECIALISTS FOR >100 YEARS WHY M&A AS A LONGTERM PERSPECTIVE WORKS

DANAHER CORP – THE ACQUISITION MACHINE WHY M&A AS A LONGTERM PERSPECTIVE WORKS

IT'S ALL ABOUT PROFITABLE GROWTH SUSTAINABLE VALUE CREATION IS THE KEY DRIVER FOR LONG-TERM TOTAL SHAREHOLDER RETURN

Sources of total shareholder return for top-quartile performers S&P 500 (1990-2009)

TPG's M&A-approach is always focusing on long-term profitable growth. Means: A subsidiary has to grow organically, reduces working capital with our platform model and reduces costs with our holding activities. We make no exits (usually not), because we do not see our companies as a trading good. We want to achieve profitable growth together with the management and people in the company. Therefor, we reinvest the profits in the company. TPG's software is the backbone of our growth – without it, we would not be able to reduce costs and run successful platform strategies in different industries. Instead of other companies, we do not rely so much on the industry cycle, we do much more rely on number of partners and their products. With a perspective of +10 years, we PROFITABLE GROWTH

LONG-TERM INVESTMENT RESULTS VARIOUS FACTORS DRIVE LONG-TERM INVESTMENT RESULTS FOR TPG'S INVESTMENTS

PEOPLE/ CULTURE

10+ YEARS

TPG's M&A Execution and Post-Merger Integration

INVESTMENT CRITERIA FOR TARGETS TPG SELECTS TARGETS BASED ON A SPECIFIC PROFILE AND HAS A CLEAR ACQUISITION PLAN

MANAGEMENT

that is capable and broad-based

culture

of executives for min. 3 years

IT & ERP

expertise and fit

TPG's seeks to acquire 3-8 platforms annually based on a refined target profile and a follow-through mentality.

WHY OUR M&A PROCESS IS DIFFERENT M&A EXECUTION

TARGET IDENTIFICATION

Cooperation with more than 10 external M&A partners that are mandated to actively search for targets or are generally aware of TPG's search profile.

QUICK AND EFFECTIVE EXECUTION OF M&A TRANSACTIONS M&A EXECUTION

Usage of several online deal databases for inhouse market screening.

Natural dealflow and active approach from management/ shareholders of platforms due to TPG's reputation.

TPG'S RESOURCES

Core M&A process from first contact to signing is executed in 4-8 weeks

M&A-PROCESS

Experienced inhouse deal team that covers the entire process from target approach, to due diligence and SPA negotiations to signing/ closing.

DD-team that covers commercial, legal, financial, legal, tax, HR, technical, IT.

We directly start with our 3 step-analysis for software, revenue and cost synergies form day one.

ACQUISITION FUNDING

Combination of equity, debt (max. 50%),
software-/marketing-invest and TPG shares
are used to fund the acquisitions. The types
of funds are used with sound judgement
depending on the individual situation of
each case.

POST MERGER INTEGRATION

Inhouse specialist team from the areas of Technical/ IT, marketing and centralized services that is lead by case project lead.

Team members have gathered their substantial post merger integration, consolidation or transformation experience in projects at TPG or at other previous job positions.

OPERATIONAL HOLDING CONCEPT - INTRO TPG LEVERAGES SYNERGIES BY ITS DUAL CENTRALIZATION AND DECENTRALIZATION APPROACH

DEEP INDUSTRY EXPERTISE

TPG employs a designated, highly competent marketing team that supports the portfolio companies in all aspects of online marketing.

Marketing is a demonstration of TPG's deep expertise and its operational holding approach. All portfolio companies of TPG manage their marketing with TPG's holding marketing operations

OPERATIONAL HOLDING CONCEPT - EXAMPLE TPG PROVIDES BEST-IN-CLASS INHOUSE SOFTWARE AND SERVICES TO ITS PORTFOLIO COMPANIES

SOURCES OF EXTRAORDINARY PERFORMANCE TPG RELIES ON THREE PILLARS THAT ENABLE SUPERIOR PERFORMANCE COMPARED TO PEERS

Source(s): Company 76

RISK REDUCTION THROUGH TPG APPROACH TPG SECURES SUSTAINABLE SUCCESS THROUGH MULTIPLE LAYERS OF RISK MANAGEMENT

Team with extensive operational and software capabilities, deep market know-how embedded in a strong culture as well as attractive incentive structure secures competitive edge

OPERATIONAL HOLDING APPROACH

Operational holding approach minimizes risk as central functions are provided by TPG holding, which has excellent operational expertise in software, marketing and interfaces. And with our platform-model, we reduce working capital and inventory.

NICHE FOCUS

Low correlation of end-market risks due to niche focus of portfolio companies

SOFTWARE PLATFORM

TPG-software minimizes risks by ensuring the successful integration of portfolio companies post closing + reduces external software costs by -70%

TECHNICAL FOUNDATION OF GROWTH TPG ONE IS OUR CORE SYSTEM – BASED ON 13 YEARS EXPERIENCE IN RETAIL AND ECOMMERCE

TECHNICAL FOUNDATION OF GROWTH HOW PARTNERS INTERACT WITH OUR SOFTWARE AND USE IT IN THEIR DAILY ECOMMERCE ACTIVITIES

Choose your integration mode via Shopsystem Etsy
WIX
via API, FTP, EDI
via ERP, PIM or Retailer Portals symfonia Dynamics 365 Comarch ERP raks Comarch ERP XL *humansoft WAPRO ERP enova 365
via File or manual x 菲 SV	Al-Powere enrichment Integr KPI Dash

BASIC E-COMMERCE PLATFORM EXPLAINED INTERMEDIARIES BETWEEN PARTNERS THAT SELL AND CUSTOMERS THAT BUY PRODUCTS PARTNERS

Can differ based on the segment that the TPG platform addresses and range from stationary over online retailers to direct manufacturers of goods as well as other sales businesses.

CUSTOMERS

Can be private individuals (B2C) or other businesses (B2B) based on the segment and type of good that is sold.

• Partners cooperate with a TPG platform and list their products. The products are then visible for customers on proprietary (platform online store) or external (e.g. amazon marketplace) sales channels. 1 Customers place an order at the
  • TPG platform which in turn purchases the product from the partner. The TPG platform handles the data transmission and initiates the fulfillment process (typically no own permanent stock is kept). 2 Partner sells the product to the TPG

• platform, which resales it to the customer at the same moment.
• 3 Product is picked up and shipped via a third-party logistic partner to the customer. 4

SIMPLIFIED BUSINESS RELATION

Source(s): Company 80

HOW WE CREATE VALUE FOR OUR PARTNERS UNIQUE BASIS FOR SCALING PLATFORMS AND PARTNERS ALIKE

Proof of concept is reflected in over 11,800 trusting and satisfied partners

COMPETITIVE ADVANTAGE

TECHNOLOGICAL EDGE

TPG's unique software allows it to integrates platforms and thus scale resources and know-how. In addition, partners are effortlessly integrated via standardized interfaces, which grants instant access to over 50 sales channels, via direct platform sales channels and external shops or marketplaces.

This approach separates TPG from typical single platform operators and allows it to offer partner extreme visibility at favorable costs.

ONE-STOP SHOP GUARUANTEE

TPG covers all data management processes and customer communication for its partners.

Partners can trust in years of sales services experience, offering continually refined dynamic re-pricing algorithms, and boosting partners' organic reach and customer traffic with comprehensive digital marketing strategies.

TPG handles the organization of packaging and shipping to the customer and covers return management as well as aftersales service.

Personalized analytics delivers tailored statistics and insights on customers for informed decision-making and further growth strategies.

BECOMING THE PREFERRED BUYER IN M&A CASES COUNTLESS REASONS FOR ENTREPRENEURS TO SELL TO AND BECOME A PARTNER OF TPG

FLEXIBILITY AND EFFICIENCY

Exceptionally fast due diligence process and deal execution due to little reliance on external partners

COST SAVINGS

Strong software and implementation capabilities saves and avoids considerable costs for portfolio companies.

OPERATIONAL FREEDOM

Operational freedom enable management of portfolio companies to make decentralized decisions

INCREASED GROWTH

Operational holding generates growth for TPG, which private equity investors typically do not

INCREASED PROFITABILITY + LOW WORKING CAPITAL

Operational holding approach reduces costs and increases profitability thanks to leverage of vast group wide synergies. Our platform approach reduces working capital and inventory.

INTELLIGENT HOLDING CONCEPT

Intelligent holding concept offers freedom and attractive incentive schemes to the operational subsidiary managers

BENEFITS OF BEING PART OF TPG IDEAL PARTNER FOR SUSTAINABLE GROWTH

FINANCIAL STRENGTH

Access to vast financial resources that provide stability and allow the execution growth initiatives

Goal oriented approach that enables successful acquisitions of and value creation at platforms

Expertise in core online business functions and the integration of new platforms and partners

POWERFUL SOFTWARE

Unique software system that guarantees seamless integration and scalability for all stakeholders

Roots in traditional retail business allows the understanding of partner and customer needs

GREAT NETWORK

Strong internal and external network that grants access to valuable collective intelligence

M&A COMPETENCE

Resources and experience in the execution of M&A projects to further group- or platform growth

TPG possesses an abundance of resources and know-how which it uses to unlock the full potential of platforms and help them to get to the next level while management teams can focus on the core business

WHAT TPG OFFERS AND HOW PLATFORMS BENEFIT

BUSINESS ACUMEN

Extensive know-how in operating

and scaling platforms combined

with a refined growth strategy

TPG'S M&A TRACK RECORD OVER 20 SUCCESSFUL ACQUISITIONS AND INTEGRATIONS SINCE 2018 (EXCERPT BELOW)

Case Study 1: Gindumac

PARTNERS' VOICES

With GINDUMAC I sold my machine quickly and easily. From free quality check to pick-up GINDUMAC was taking care of everything, finally buying my machine for a very good and fair price in a short time. Absolutely to be recommended.

Case Study | Industrial Goods

AT A GLANCE LEADING MACHINE TRANSACTION PLATFORM IN EUROPE

Woodworking machinery

2016 Foundation Barcelona Headquarter

7.000 Listed machines

25 Employees

17 Markets

€ 30m Revenue 2024e

500 Logistic partners

Machine tools

Plastic processing Sheet metal

Automation equipment

KEY PERFORMANCE INDICATORS

MACHINE CATEGORIES

Source(s): Company information 86

Case Study | Industrial Goods

HISTORICAL DEVELOPMENT & MANAGEMENT CONSTANT EVOLUTION TOWARDS THE LEADING PLATFORM FOR USED MACHINERY

Benedikt Ruf

Founder / Co-CEO / Managing Partner

With GINDUMAC since 2016

Daniel Kaiser Co-CEO / Managing Partner

With GINDUMAC since 2023

Foundation of Gindumac

2016

Case Study | Industrial Goods

BUSINESS MODEL GINDUMAC GUARANTEES FRICTIONLESS USED MACHINERY TRADING FOR MANUFACTURERS

Problem statement

Manufacturing companies operate old machinery and have operational, spatial and financing demands. Selling used machinery is often not part of their core business and the establishment of extra resources and network.

Solution

Gindumac provides an online platform that digitalizes the trading of used machinery and connects manufacturing companies, that seek to sell or to buy internationally. Among many other things, Gindumac also organizes the full-service logistics for these complex large-scale back-to-back transactions.

USP

Gindumac has a global network to selling and buying manufacturing companies as well as external logistic services providers which guarantees the successful solving of supply and demand issues. The strong technical inhouse capabilities allow the provision of additional critical services such as machinery valuation.

Source(s): Company information 88

Case Study | Industrial Goods

DEAL RATIONALE TPG PROVIDES FINANCIAL STABILITY AND KNOW-HOW TO HELP GINDUMAC REACH ITS POTENTIAL

Transaction facts
Type	Majority (50.1%)
Seller	Founders and KRAUSS MAFFEI
Transaction	Capital increase in challenging times
Year	2020
Revenue (at entry)	€ 6m → 2024e: 30m€

Shareholder's selling rationale TPG's investment thesis

Joining forces with a partner that believes in the business case and helps the initial founders to restructure the business in times of temporary financial difficulties during the COVID-19 pandemic

Ability to join forces with a pragmatic partner that understands platform business and can actively support the operational development of Gindumac

Winning of a partner that provides financial security and sufficient funds to execute growth initiatives

Entry into the used machinery segment with an internationally oriented e-commerce platform

Recognition of the validity of the business case, Gindumac's potential

Clear vision where to leverage additional market and cost potential

Case Study | Industrial Goods

TPG'S VALUE CREATION ORGANIZATIONAL OPTIMIZATION AND LEVERAGE OF SYNERGIES FORM AN ENDURING PLAYER

Source(s): Company information 90

Case Study | Industrial Goods

TPG'S VALUE CREATION ENTRY IN THE SEGMENT OF WOOD MACHINES: ACQUISITON OF WEHRMANN 11.06.2024

Key facts

80 year company history

Strong track record in wood machine trading and onlinechannels

Solid financials for long period

High technical skills in niche segment of machine business

Source(s): Company information

Case Study | Industrial Goods

HIGHLIGHTS SUCCESSFUL DEVELOPMENT WITH TPG'S POST-MERGER APPROACH

Case Study 2: Möbelfirst

IN A NUTSHELL THE PREFERRED PARTNER FOR ONLINE SALE OF LUXURY SECONDHAND FURNITURE

WHAT OUR PARTNERS SAY

"My salespeople invest time in new customers and not in bargain hunters, that's what MöbelFirst does!"

Luxury in furniture and service

WHAT OUR CUSTOMERS SAY

Foundation 2016 Headquarter Bonn Employees in 2024 15 EBITDA Margin (2024e) 10% Customers B2B/ B2C Brands in 2023 1500 Returns in 2023 <2% Average order value € 4.200 Revenue in 2024e €5 m Notable facts

"The customer service that contacts you immediately after your purchase. You buy high-quality furniture at a great price and are treated like in a good furniture store.."

Couches Armchairs Tables

Couches Dining chairs Beds

Selected product groups

Selected brands

Source(s): Company information

HISTORICAL DEVELOPMENT AND MANAGEMENT TEAM TOGETHER WITH TPG, THE FOUNDERS BUILT A PROFITABLE NISCHE LUXURY FURNITURE PLATFORM

Dennis Franken MANAGING PARTNER/ FOUNDER/ CFO

With MöbelFirst since 2016 Responsible for finance and IT

Christoph Ritschel MANAGING PARTNER/ FOUNDER

With MöbelFirst since 2016

Responsible for partners, product and industry relations

BUSINESS MODEL MÖBELFIRST ADDRESSES ITS PRODUCTS TO ONLY 5% OF CUSTOMERS (INCOME >150K/YEAR)

Why MöbelFirst is important

Brick and mortar retailers, luxury furniture manufacturers and online retailers have trouble to sell their secondhand furniture (exhibits and returned goods) on their primary sales channels. Secondary online sales channels could help but are challenging to operate alongside the core businesses .

How MöbelFirst creates value

Via its e-commerce platform, MöbelFirst connects partners with end customers that seek diverse product offering and bargains in luxury furniture shopping. MöbelFirst covers the entire value chain including product marketing, sale, logistics and aftersales granting its partners easy access to a large market.

Why MöbelFirst is unique

Due to its origins in traditional luxury furniture retail MöbelFirst understands the needs of its stakeholders and provides best-in-class services to partners and end customers. Partners benefit from deep know-how in software, business intelligence, marketing and logistics. Excellent customer services result in high satisfaction and retention.

Business model

DEAL RATIONALE TPG HAS ALL RESOURCES AND SKILLS THAT ALLOW MÖBELFIRST TO FOCUS ON ITS CUSTOMERS

Consolidation of shareholder group at attractive valuation for sellers

Acquisition of a like-minded partner that supports growth strategy

Ability to leverage cost synergies and benefit from technological and market know-how

Type	Full ownership (100.0%)
Seller	Founders and other shareholders
Transaction	Buyout and capital raise
Year	2020 majority (50,1%) / 2024 full ownership (100%)
Revenue (at entry)	€ 2.1 m

Entry into the luxury furniture segment with the leading furniture German e-commerce platform

Successful execution of the M&A strategy and further diversification of the platform portfolio

Opportunity to leverage customer synergies between MöbelFirst and other platforms via cross-marketing

Transaction facts Shareholder's selling rationale TPG's investment thesis

Scaling of existing business and product offering based on TPG's strong software platform

Extension of services offering and end customer experience thanks to TPG's process know-how

Start of inorganic growth initiatives supported by TPG's extensive M&A resources and experience

Internalization of supporting departments and processes at the TPG holding

Reduction of external services and pooling of framework contracts at the TPG holding

Granting of access to TPG equity and debt financing resources

Expansion of customer base due to cross marketing initiatives with other TPG platforms

Management was enabled to focus on the operational and strategic development as TPG covers the rest

TPG's entrepreneurial approach, network and resources allowed MöbelFirst to execute strategic initiatives

TPG's systems and processes, set the foundation of MöbelFirst's sustainable and

profitable growth

Case Study | Freight Goods

VALUE CREATION PROCESS OPTIMIZATION AND NETWORK EFFECTS SECURE MÖBELFIRST'S SUSTAINABLE GROWTH

Improvement measures Added value Next steps

HIGHLIGHTS TPG POST-MERGER APPROACH AS A VALUE DRIVER FOR MÖBELFIRST

Case Study 3: Fashionette

Facts: Fashionette and Brandfield (NL) combined, continuing operations 2023-2024e 100

Case Study | Consumer Goods

AT FIRST SIGHT THE PLACE TO GO WHEN IT COMES TO LUXURY AND PREMIUM FASHION AND ACCESSORIES

SELECTED PRODUCTS

Accessories

SELECTED BRANDS

KORS	GUCCI
CH	LAUREN RALPH LAUREN

"I always have the best experiences with "fashionette": easy ordering as a guest, purchase on account, lightningfast delivery. In addition, the return slip and return label are always enclosed in the package. Thank you very much!"

WHAT OUR CUSTOMERS SAY

~20k reviews

Ø 4.8

HISTORICAL DEVELOPMENT AND MANAGEMENT TEAM EXPERTS IN E-COMMERCE BUILD THE LEADING EUROPEAN LUXURY RETAIL PLATFORM

Fabrio Labriola and Sebastian Siebert found fashionette as Luxury Fashion Trade GmbH

Source(s): Company information 101 GENUI invests in Luxury Fashion Trade, consolidates shareholder structure and drives growth fashionette (rebranded in 2016) goes public and prepares for the next growth phase fashionette drives international growth strategy via acquisition of Dutch online premium retailer Brandfield TPG acquires all fashionette minority shares from GENUI and starts platform strategy by 2023 and starts luxury clothing by 09/2023

TPG acquires the majority in and merges with fashionette resulting in a reverse IPO of the group by 11/2023

Laura Vogelsang MANAGEMENT BOARD MEMBER

With fashionette since 2018 Responsible for sourcing, risk-/ paymentmanagement and HR

Stefan Miebach COO Fashionette

With fashionette since 2024 Responsible for IT, software, marketing, logistics and BI

HYBRID BUSINESS MODEL SIMULTANEOUS OPERATION OF ONLINE RETAIL AND E-COMMERCE PLATFORM BUSINESS

ONLINE RETAIL BUSINESS E-COMMERCE PLATFORM BUSINESS

ORIGIN

fashionette started as a pureplay online B2C retailer (wholesale) selling luxury goods via its proprietary website to customers. The listed goods are directly purchased from luxury brands and held in stock until sale.

In addition to third party brands fashionette also offers its customers ISABEL BERNARD products, which is a brand of BRANDFIELD, its former subsidiary and now sister company within the TPG group.

NEXT LEVEL

fashionette established a parallel e-commerce platform that connects stationary retailers (boutiques) and luxury brands to customers via its website as an additional online sales channel.

Partners are enabled to effortlessly increase their sales as they get access to numerous new customers while fashionette covers all tasks from product listings over personalized marketing, logistics, payment, risk management, logistics, aftersales to data analytics.

Customers get access to a broad high class product portfolio at a single point of sale.

LUXURY GOODS MARKET THE REGIONAL AND GLOBAL LUXURY GOODS MARKET MAINTAINS A POSITIVE TRAJECTORY

MARKET DYNAMICS

GLOBALLY INCREASING ADRESSABLE MARKET

Growth in the total number of global top 1% of earners, interest in luxury items from Middle Eastern and Asian countries and preference of 'Western' Millennials in buying luxury goods offers additional untapped market potential.

OFFLINE VS ONLINE

Luxury goods consumers remain dissatisfied with single brand online stores, highlighting a gap between virtual and in-store experiences. This underscores the urgent need to enhance the digital presence, driving innovation in the e-commerce space for luxury goods.

TECHNOLOGY ADVANCEMENTS

Sophisticated data analysis personalizes customer experience and improves loyalty, while talks about the integration of Web3 or metaverse applications will dominate market trends in the coming years.

* Revenue 2022 based on continuing operations for Fashionette and Brandfield. 104

Case Study | Consumer Goods

DEAL RATIONALE TPG SEIZED THE OPPORTUNITY TO INVEST WITH A CLEAR VISION FOR PLATFORM GROWTH

	TRANSACTION FACTS	SHAREHOLDER'S SELLING RATIONALE	TPG's INVESTMENT THESIS
TYPE	Minority (38.5%) 12/2022 / majority (80%) in 2023	GENUI, a private equity investor and fashionette's largest shareholder at that time holds participations in portfolio companies for	Acquisition opportunity of an undervalued company with enormous potential to leverage with proprietary resources and skills
SELLER	GENUI I GmbH & Co. geschl. InvKG/ Shareholders	a limited period. In 2022, the holding period in fashionette came to maturity and GENUI sought to exit the investment.	Expansion into the luxury accessories and fashion segment
YEAR	2022 / 2023	Additionally, fashionette's stock price sunk significantly at that time - below its initial public offering price. The divestment gave GENUI the opportunity to secure its returns.	Utilization of expertise across and capitalization on network effects with existing
TRANSACTION	Share deal / capital increase / merger		platforms
REVENUE AT ENTRY	€ 151 m in 2022*		Opportunity to gain access to a stock market listing

Utilization of expertise across and capitalization on network effects with existing platforms

Acquisition opportunity of an undervalued company with enormous potential to leverage with proprietary resources and skills

Expansion into the luxury accessories and fashion segment

Opportunity to gain access to a stock market listing

ADDED VALUE

Case Study | Consumer Goods

VALUE CREATION TWO-WAY VALUE CREATION APPROACH THAT IMPROVES THE ENTIRE PLATFORM GROUP

IMPROVEMENT MEASURES NEXT LEVEL

Start of cross-marketing/ -selling initiatives with other premium segment platforms such as MöbelFirst

Further expansion of TPG's platform approach and onboarding of retailers and brands

One additional acquisition in luxury segment upcoming in 2024 (focus: luxury platform)

Quick implementation of TPG's software to establish a parallel platform business which increased product offering, GMV and revenue

Access to financial and operational resources and expertise within the group and opportunity to benefit from pooled recruiting

Increase of profitability due to cost reduction, delisting of cheap products and process improvement program

Discontinuation of unprofitable business divisions (beauty+smartwatch) and portfolio optimization via removal of low-margin products

Establishment of a platform business model alongside the traditional online retail business

Streamlining of personnel, renegotiation and pooling of contracts and internalization of resources to TPG holding

Leverage of fashionette excellence in business intelligence, social media marketing, risk and payment at the entire TPG group

Market entry in U.S. and India (2024-2025)

Source(s): Company information

HIGHLIGHTS FROM PURE ECOMMERCE WITH LOSSES TO PLATFORM WITH PROFITS

Adj. EBITDA-MARGIN (in %) AVERAGE ORDER VALUE (in €)

THE PLATFORM GROUP Our software as a competitive advantage

OUR DEVELOPMENT HISTORY

TPG ONE

Start of TPG ONE – one ERP for all subsidiaries with full integration of

Launch 2021 and Rollout 2022

Second Generation TPG ERP Project "Phoenix"

2015

Start development of TPG individual ERP and Retailer Portal to fulfill exactly our needs

Development own ERP ERP & Retail Portal

2013

Connection to shoe retailers.

HIS ERP System Shoe Retailer ERP

• Headless M-A-C-H
• Architecture
• B2B data
• PIM
• Ai Search / Recommendations
• Marketing integration
• Order management
• Payment
• AI-Tool for sourcing
• Carrier-Tool
• Headless Storefronts

COMPETITIVE DEVELOPMENT UTILIZING RESOURCES AND EXPERTISE FROM IN- AND OUTSIDE

Competitive Software Development refers to strategies and approaches aimed at designing and managing software development processes to be highly competitive and successful in the marketplace. The focus is on efficiency, innovation, quality, and leveraging the best available resources and technologies

• Efficiency and Productivity
• Quality and Reliability
• Innovation and Technological Leadership
• Customer Focus and User Experience
• Collaboration and Communication
• Security and Privacy

RESOURCES AND SKILL OVERVIEW STRONG DEVELOPMENT RESOURCES MULTIPLE LANGUAGES AND LOCATIONS

TPG | Software Development

Time to Connect a New Company

Over 110 Experienced IT Employees Development in 5 Countries

Tools

…

CURRENT TPG ARCHITECTUR UTILIZING RESOURCES AND EXPERTISE FROM IN- AND OUTSIDE

We provide online retailers and brick and mortar retailers the opportunity to sell their products on multiple platforms and the biggest marketplaces.

Currently retailers are connected with TPG and or our companies which leads to complexity and lower speed.

We are working on an innovative and future proof solution.

RETAILER BENEFITS ONE CONNECTION TO ACCESS ALL TPG FRONTENDS + MARKETPLACES

TPG ONE OUR NEW TPG ARCHITECTUR SETUP

Source(s): Company information

TPG | Software Development