FY 2023 Presentation

th of April 2024

THE PLATFORM GROUP Key Facts

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 PRO-FORMA CONSOLIDATED GUIDANCE 2023

Source: Company. All Pro-Forma consolidated, all guidance figures of TPG for FY 2023 are published pro-forma-based, continuing operations in FY 2023.

WITH TPG SOFTWARE OUR PARTNERS GET ACCESS TO GLOBAL ECOMMERCE – 20 INDUSTRIES COVERED

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

LATEST DEVELOPMENTS (4 MONTH)

Acquisition of Simon-Profi-Technik GmbH and Launch of MotorProfi (forest equipment)

Acquisition of Avocadostore GmbH (platform for sustainable products)

Acquisition of HOOD Media GmbH (platform for consumer products)

LATEST DEVELOPMENTS (4 MONTH)

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

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

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

INTRODUCTION TO FY2023 / FY2022

-
- - 2022-2023

Announced to close and sell two not-profitable business units, sell-off by April 2024

Financials

(unaudited, preliminary)

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

THE PLATFORM GROUP: PRO-FORMA GMV DEVELOPMENT

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: PRO-FORMA REVENUE DEVELOPMENT

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: PRO-FORMA 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.

€ 23 m € 24-28 m

THE PLATFORM GROUP: PRO-FORMA NETPROFIT DEVELOPMENT

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

€ 33.3 m

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 (FY 2023)

(in m€, pro-forma, continuing operations)

Pro-Forma figures for FY 2023, continuing operations.

THE PLATFORM GROUP: NON-FINANCIAL KPI

Pro-Forma figures for FY 2023/FY 2022, continuing operations.

	2022	2023
Number of Orders	5.437.475	6.185.869
Average order value (EUR)	109	114
Active Customers	3.482.100	4.048.954
Orders New Customers	1.264.803	1.505.718
Number of Employees	751	688
Number of Partners	4.872	5.520

2023	Key takeaways

	Positive development: More partners (5.520) bring more products. More products bring more customers (4.05m), more customers bring more orders (6.2m).

	Average order value increased to 114€ (2022: 109€), due to less discounts and less campaigns.

	Reduced staff (688 employees) due to cost efficiency
	program and reduction in two subsidiaries.

SEGMENT REPORT PRO-FORMA FY 2023/FY 2022 CONTINUING OPERATIONS

planned sale of both units was published, sell-off by April 2024 effective. Margin-calculation based on net revenue per segment.

Consumer Goods	2022	2023	Key takeaways
GMV	€ 400.8m	€ 440.5m
Net revenue (EUR m)	€ 234.1m	€ 251.7m	Positive development of higher revenues due to (1) more partners and (2) more products.
EBITDA adjusted (EUR m)	€ 9.8m	€14.6m	EBITDA adj. margin along with internal expectations
EBITDA adj. margin (%)	4.2%	5.8%	(Goal: >5.0%)
EBITDA reported (EUR m)	€ 22.0m	€ 27.1m	Reduced staff (321 employees) due to cost efficiency
EBITDA reported margin (%)	9.4%	10.8%	program in 2023 / lower HR cost-ratio.
Employees	338	321	Luxury verticals along with expectations, market has a high number of overstock.

SEGMENT REPORT PRO-FORMA FY 2023/FY 2022 CONTINUING OPERATIONS

planned sale of both units was published, sell-off by April 2024 effective. Margin-calculation based on net revenue per segment.

Freight Goods	2022	2023	Key takeaways
GMV	€ 76.0m	€ 106.1m
Net revenue (EUR m)	€ 66.6m	€ 69.1m	Positive development of higher revenues due to (1) more partners and (2) more products.
EBITDA adjusted (EUR m)	€ 4.3m	€ 4.9m	EBITDA adj. margin along with internal expectations
EBITDA adj. margin (%)	6.4%	7.1%	(Goal: >7.0%)
EBITDA reported (EUR m)	€ 12.3m	€ 17.3m	Reduced staff (61 employees) due to HR reduction at (a)
EBITDA reported margin (%)	18.4%	25.0%	ViveLaCar (-17) and (b) Cluno Group (-52).
Employees	182	121

SEGMENT REPORT PRO-FORMA FY 2023/FY 2022 CONTINUING OPERATIONS

Industrial Goods	2022	2023	Key takeaways
GMV	€ 73.7m	€ 84.0m
Net revenue (EUR m)	€ 54.6m	€ 60.9m	Positive development of higher revenues due to (1) more partners and (2) more products.
EBITDA adjusted (EUR m)	€ 1.4m	€ 1.6m	EBITDA adj. margin below internal expectations (Goal:
EBITDA adj. margin (%)	2.6%	2.7%	>4.0%) → actions ongoing since 03/2024
EBITDA reported (EUR m)	€ 1.4m	€ 1.6m	Increased staff (+18 employees) due to higher staff at (a)
EBITDA reported margin (%)	2.5%	2.6%	Lott.de and (b) Dentatec.de
Employees	145	163

SEGMENT REPORT PRO-FORMA FY 2023/FY 2022 CONTINUING OPERATIONS

Service&Retail Goods	2022	2023	Key takeaways
GMV	€ 40.4m	€ 74.5m
Net revenue (EUR m)	€ 32.1m	€ 59.1m	Positive development of higher revenues due to (1) more partners and (2) more products.
EBITDA adjusted (EUR m)	€ 1.3m	€1.4m	EBITDA adj. margin along with internal expectations
EBITDA adj. margin (%)	4.0%	2.4%	(Goal: >2.5%)
EBITDA reported (EUR m)	€ 1.3m	€ 1.4m	Reduced staff (3 employees) due to cost efficiency
EBITDA reported margin (%)	4.0%	2.4%	program in 2023 / lower HR cost-ratio.
Employees	86	83

DEBT SITUATION

Cash + Cash equivalents	€ 7.6m
Long term Debt (bank loans)	€ 32.3m
Short term Debt (bank loans)	€ 35.3m
Net Debt	€ 60.0m
LTM EBITDA	€ 22.6m
Leverage	2.65 x

31.12.2023

Pro-Forma figures for FY 2023, continuing operations.

PRO-FORMA CONSOLIDATED BALANCE SHEET

Pro-Forma - Consolidated balance sheet - Assets	31.12.2023	31.12.2022	- Consolidated Pro-Forma balance sheet - Liability	2023	2022
in TEUR			in TEUR
Financial Assets			Equity
Property, plant and equipment	9.715	7.805	Subscribed capital	17 855	17 855
Intangible assets	64.024	59.054	Capital reserves	34 516	51 027
Goodwill	37.737	32.023	Other reserves	10 768	12 203
Deferred tax assets	2.626	1.909	retained earnings	-15 136	-12 061
Long-term assets	114.102	100.790	Profit (loss)	26 932	21 480
Inventory	92.313	127.227	Equity of the non-controlling shareholders	1 097	1 407
right of return	3.011	2.410	Equity of the shareholders of the parent company	73 838	89 097
Tax refund claims	374	870	Total equity	935 74	504 90
Trade receivables and other receivables (current)	54.676	38.069
thereof trade receivables	41.188	27.041	Liabilities
of which other receivables and other assets	13.488	11.028	(long-term) Loans and borrowings	38 896	74 837
Advance payments	1.560	1.303	of which leasing liabilities	6 571	402 5
Cash and cash equivalents	7.616	12.060	of which bank liabilities	32 325	69 434
Total current assets	159.550	181.940	Deferred liabilities tax	12 551	8 071
			Total long-term liabilities	51 448	82 908
Assets held for sale	4.603	6.809	Tax liabilities	2 110	1 504
			(current) Loans and borrowings	37 229	36 339
Total assets	278.255	289.539	of which leasing liabilities of which bank liabilities	1 916	2 309
				35 313	34 029
			Trade payables and other liabilities (current)	108 974	73 076
			of which trade payables	41 055	31 026
			of (current) which other liabilities	67 919	42 050
			Other (current) provisions	3 019	4 602
			Total short-term debts	151 332	115 520
			for Liabilities associated with held sale assets	540	607
			Total liabilities	255 278	539 289

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.

FROM EBITDA ADJUSTED TO EBITDA REPORTED

Pro-Forma figures for FY 2023/FY 2022, continuing operations. PPA-Results due to IFRS3 and deferred tax & consolidation effects..

How we achieve value for our shareholders

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."

OUR CORE COMPETENCIES

Software

Interfaces Marketing

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 ACHIEVE VALUE

How we achieve VALUE: The case of GINDUMAC

HOW WE ACHIEVE VALUE

How we achieve VALUE: The case of GINDUMAC

	Centralized share services	Entry in new markets
Marketing, accounting, software and ERP inhouse	Full integration of TPG platform software	Entry to Asian and Middle east market in (2021-2023)	US market start in 2025

HOW WE ACQUIRE COMPANIES

Revenue &		Status of the		Profitability &
Customers		Company		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