The Platform Group AG

Investor Presentation • Feb 6, 2025

THE PLATFORM GROUP

HAMBURGER INVESTOREN TAGE
HIT

THE PLATFORM GROUP

Introduction \& Updates

OUR MANAGEMENT STRUCTURE

Keyments

Consumer Goods
Freight Goods
Industrial Goods
Service and Retail Goods

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

TPG STOCK SINCE 12/2022

• Platform Group -DAX () $\times$ - SDAX ()
  

RESEARCH / COVERAGE

LATEST UPDATE	INSTITUTION	RECOMMENDATION	PRICE TARGET (EUR)
JAN 21, 2025	Warburg Research	BUY (old: BUY)	16.00 (old: 16.00)
DEC 13, 2024	First Berlin	BUY (old: BUY)	16.00 (old: 16.00)
NOV 29, 2024	First Berlin	BUY (old: BUY)	16.00 (old: 16.00)
NOV 27, 2024	ODDO BHF	BUY (old: BUY)	13.50 (old: 12.50)
NOV 25, 2024	Edison Research	$n / a$	$n / a$
NOV 25, 2024	Warburg Research	BUY (old: BUY)	16.00 (old: 16.00)
NOV 25, 2024	PORTZAMPARC BNP PARIBAS GROUP	STRONG BUY (old: STRONG BUY)	13.60 (old: 13.60)

FIRST BERLIN

EDISON

BRILLIANT KNOWLEDGE

BNP PARIBAS

HALICK
AUFHÄUSER
LAMPE

Pareto

Securities

ODDO BHF
imontega

LATEST DEVELOPMENTS (3 MONTH)

LATEST DEVELOPMENTS (3 MONTH)

Reduction of minority shareholders: Simon Profi Technik (new: 100\%)

Acquisition of 0815 Austria (B2B/B2C platform)

Bond with $€ 50 \mathrm{~m}$ successful

The Platform Group stockt Premieren-Anleihe um 20 Mio. Euro auf

Nordic Bond hat nunmehr Gesamtvolumen von 50 Mio. Euro

TPG ONE

OUR TPG SOFTWARE ARCHITECTUR SETUP

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

THE PLATFORM GROUP

Platforms for success

WITH TPG SOFTWARE OUR PARTNERS GET ACCESS TO GLOBAL ECOMMERCE - 25 INDUSTRIES COVERED

OUR CORE COMPETENCIES

Our CORE Competencies

Software

• Own Software: ERP, Backend, Frontend, B2B-Portal, CMS, PIM
• Strong software development team in 7 countries
• Interfaces: $>80$ ERP-systems
• Big Data Solutions for our partners
• Al-Solutions for sourcing, marketing and pricing
• API to $>60$ external channels/marketplaces

Marketing \& Operations

• Online-Marketing B2C/B2B with all dimenions (SEA, SEO, CRM, Social Media, Affiliate, E-Mail, Display, App)
• Customer Data-Pool (B2C/B2B)
• Fulfilment for our partners (logistic, return management, customs)
• Shared Services for our subsidiaries
• Full payment process management in $>15$ countries

M\&A

• Buy \& Build Strategy with longterm perspective
• Post Merger Integration (PMI) as core process
• Experienced team for DD and PMI
• Capital Allocation to maximize value
• Badwill acquisitions as part of TPG's strategy
• TPG's software implementation in year 1 of PMI
• Significant cost reduction and revenue increase in year 1 of PMI
• Track record of $>25$ acquisitions

OUR MOST BELOVED 10 QUESTIONS

"WHY DO RETAILERS NEED TPG?"

HOW WE CREATE VALUE FOR OUR PARTNERS

UNIQUE BASIS FOR SCALING PLATFORMS AND PARTNERS ALIKE

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 RAMP UP REVENUES FOR OUR PARTNERS

HOW WE CREATE VALUE FOR OUR PARTNERS

HOW WE RAMP UP REVENUES FOR OUR PARTNERS

Typical Point of Sale (POS), fashion

$+27 \%$


$-49 \%$ material
$-17 \%$ HR
$-12 \%$ rents
$-15 \%$ others

$-47 \%$ material
$-6 \%$ HR
$-21 \%$ platform
$-15 \%$ others

$11 \%$ Margin
Online revenue

"WHY M\&A?"

OUR DECISION FUNNEL FOR NEW INDUSTRIES

TPG decision funnel for entering new industries

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:

• Classic make or buy decision
• If there are already platform players in the industry, acquisition of one platform or alternatively buy a pure onlineplayer and change it to a platform (after the acquisition)

Value Creation:

• Our holding is not a financial holding, we are an operative holding with more than 120 people in software marketing, logistics and other functions.
• Our subsidiary-management is highly effective, using our central functions, we can reduce costs, increase the number of partners/products and bring higher margins to our subsidiaries.

WITHOUT M\&A THESE COMPANIES WOULD NOT BE BIG

SOME THOUSAND

SIEMENS

(1)) BOSCH

SOME HUNDRED

CONSTELLATION SOFTWARE INC.

MARK LEONARD, CEO

"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."

HOW WE ACQUIRE COMPANIES

Our Requirements for new M\&A Targets

Revenue \& Customers	Status of the Company	Profitability \& Debt	Strategy \& 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	EBITDA adj. >3% (1st year of PMI)

After 25 acquisitions, we have a strong track record and knowledge in post merger integration + value creation

WE ARE ANTICYCLICAL

Year 2019

Enterprise Value
$2 x$ Revenue or
$8 x$ EBITDA

20-30 Buyers per target

Acquisitions of TPG:
0

Year 2024

Enterprise
Value
3-5x EBITDA

After Due Diligence:
Max. 3 Buyers

Acquisitions of TPG:

M\&A PIPELINE Q1 2025

B2B Finance Software Platform

• 10m€ Revenue

• 40 employees
• Located in Germany

Acquisition:

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

Status:
DD:	done
SPA/Signing:	Februar 2025
Closing:	April 2025

B2C Luxury Platform

• 20-30m€ GMV
• Focusing on vintage goods
• Located in France

Acquisition:

• 50,1\% Acquisition
• Management remains

Status:
DD:
SPA/Signing:
Closing:

February 2025
March 2025
May 2025

B2C Optician Platform

• Located in Germany
• Locales Stores and Online Platform

Acquisition:

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

Status:
DD:
SPA/Signing:
Closing:

done

February 2025
March 2025

M\&A EXECUTION

OUR M\&A FUNNEL - STATUS 12/2024

A PRIVATE STRATEGY FOR PUBLIC MARKETS

STRATEGIZING GROWTH THROUGH PROGRAMMATIC ACQUISITIONS

OUR PAYMENT METHOD FOR ACQUSITIONS MIXTURE OF EQUITY, DEBT AND SHARES WITH LOCK-UP: A TYPICAL CASE

Purchase
Price

TPG shares with lock-up period + maximum daily volume after lock-up

Earn out (cash paid)

Debt/bond

Cash amount / equity

Return on Investment:

• €8m Investment
• €1.9m EBIT p.a.
• Factor 4.2
• $\operatorname{ROI}>23 \%$

TPG Shares
31.12.2023: $\quad 17,2 \mathrm{~m}$ shares
31.12.2024: $\quad 20,2 \mathrm{~m}$ shares
$\rightarrow \quad 3$ Mio. new shares
(a) Lott Fahrzeugteile
(b) Mister Spex
(c) 0815 Group
(d) OECE Group
(e) Simon Profi Technik
(f) Winkelstraat
(g)ViveLaCar
(h) Avocadostore

WHY WE BELIEVE IN OUR VALUE DRIVEN APPROACH

"SEEMS LIKE A MIX OF MANY SHOPS..."
"THEY BUY SMALL, NON RELEVANT COMPANIES..."

WITH TPG SOFTWARE OUR PARTNERS GET ACCESS TO GLOBAL ECOMMERCE - 25 INDUSTRIES COVERED

WE ARE AN OPERATIVE HOLDING - AND SCALE GROWTH

"WHY NOT JUST SAAS-REVENUES?"

SAAS-MODELS

YES, we have SaaS-Revenues - but it is not our focus.

Why do we NOT focus on SaaS-Revenues?

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 taxdeclarations and customs for our partners, we have full control on the Value Chain.

Value creation

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

Replaceability

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.

"HOW CAN YOU GROW BY STAGNATING MARKETS?"

WE GROW BY PARTNERS, NOT BY INDUSTRY

Number of Partners 2024 vs. 2023

"IS AMAZON A COMPETITOR?"

WE SELL ON MORE THAN 50 CHANNELS

"WHAT IS YOUR PEER GROUP?"

"ARE YOU A SOFTWARE, ECOMMERCE OR SERIAL ACQUIRER GROUP?"

"WHY ARE YOU STOCK EXCHANGE LISTED?" "WHY DO YOU MAKE SEVERAL SMALL CAPITAL INCREASES PER YEAR?"

3

THE PLATFORM GROUP

Financials \& Outlook

OVERVIEW FY 2024 / FY 2023 CONTINUING OPERATIONS

	2023	2024
GMV	€ 705m	€ 903m
Net revenue (EUR m)	€ 440.8m	€ 524.6m
Other revenues (EUR m)	€32.8m	€29.1m
Gross Margin	$31.1 \%$	$35.3 \%$
Marketing Cost Ratio	$5.9 \%$	$6.4 \%$
Distribution Cost Ratio	$7.5 \%$	$7.8 \%$
HR Cost Ration	$4.7 \%$	$5.4 \%$
Adj. EBITDA (EUR m) (\% margin)	$\begin{aligned} & € 22.6 m \ & (5.1 \%) \end{aligned}$	$\begin{aligned} & € 33.2 m \ & (6.3 \%) \end{aligned}$
Reported EBITDA (EUR m) (\% margin)	$\begin{aligned} & € 47.4 m \ & (10.7 \%) \end{aligned}$	$\begin{aligned} & € 55.6 m \ & (10.6 \%) \end{aligned}$
Net profit (EUR m) (\% margin)	$\begin{aligned} & € 33.3 m \ & (7.6 \%) \end{aligned}$	$\begin{aligned} & € 35.5 m \ & (6.8 \%) \end{aligned}$

Guidance / market expectation

GMV-Guidance: $€ 880-900 \mathrm{~m} \rightarrow$ outperformed

Revenue-Guidance: $€ 500-520 \mathrm{~m} \rightarrow$ outperformed

EBITDA adj.-Guidance: $€ 29-32 \mathrm{~m} \rightarrow$ outperformed

EBITDA reported: $€ 55.6 \mathrm{~m} \rightarrow$ above internal expectations

Net profit: $€ 35.5 \mathrm{~m} \rightarrow$ above internal expectations

OVERVIEW FY 2024 / FY 2023 CONTINUING OPERATIONS

	2023	2024
Net profit (EUR m), continuing operations	$€ 33.3 \mathrm{~m}$	$€ 35.5 \mathrm{~m}$
Net profit (EUR m), not-continuing operations	$€-6.4 \mathrm{~m}$	$€-2.8 \mathrm{~m}$
Net profit (EUR m), total	$€ 26.9 m$	$€ 32.7 m$
thereof minorities	$€ 1.1 \mathrm{~m}$	$€ 1.6 \mathrm{~m}$

Earnings per share (EUR), total	$€ 1.5$	$€ 1.6$
Earnings per share (EUR), continuing operations	$€ 1.9$	$€ 1.7$

Guidance / market expectation

Earnings per share (FY 2024, cont. operations) with $€ 1.7$ above expectations.

FROM EBITDA ADJUSTED TO EBITDA REPORTED

THE PLATFORM GROUP: SEGMENT OVERVIEW

• Higher consumer confidence in Q3-Q4
• Acquisition of 0815, Chronext, Lyra Pet, Aplanta, Avocadosfore
• EBITDA > 7\%
• Strongest revenue increase in 2024
  
• After poor margin development in 2023, actions have been implemented
• EBITDA > 3.5\%
• Acquisition of Wehrmann Group (wood machines)
  
• Strong increase in delivery costs in 2024
• Acquisition of Jungherz
• EBITDA > 8\%
• Strongest revenue increase in 2024
• After poor margin development in 2023, actions have been implemented
• EBITDA > 3.5\%
• Acquisition of Wehrmann Group (wood machines)
  
• Highest revenues due to more customers and higher AOV
• EBITDA > 4\%
• Acquisition of Firstwire (B2B finance platform)

THE PLATFORM GROUP: NON-FINANCIAL KPI

	2023	2024
Number of Orders	6.2 m	7.1 m
Average order value (EUR)	114	124
Active Customers	4.0 m	5.1 m
Number of Employees (31.12.)	688	1.042
Number of Partners (31.12.)	5,520	13.521

Takeaways

Positive development: More partners (13.521) bring more products. More products bring more customers ( 5.1 m ), more customers bring more orders ( 7.1 m ).

Average order value increased to 124€ (2023: 114€), due to less discounts and delisting of low price-products.

Higher staff ( 1.042 employees) due to acquired companies.

Total growth of revenue FY 2024 / FY 2023: €83.8m (=100\%)

THE PLATFORM GROUP: REVENUE DEVELOPMENT

THE PLATFORM GROUP: ADJUSTED EBITDA DEVELOPMENT

DEBT SITUATION

$(\epsilon \mathrm{m})$

30.09 .2024	31.12 .2024	31.12 .2025 FC
Cash + Cash equivalents	€ 17.2m	€ 20.3m
Long term Debt (bank loans)	€ 32.3m	€ 33.1m
Short term Debt (bank loans)	€ 37.8m	€ 26.1m
Bond	€ 30.0m	€ 50.0m
Net Debt	€ 82.9m	€ 88.9m
LTM EBITDA	€ 32.7m	€ 33.2m
Leverage	2.5 x	2.6 x

Target Leverage 2025-2026
$1.5-2.3 \times$ LTM EBITDA

TPG GUIDANCE 2025 (01/2025)

TPG GUIDANCE 2025 (01/2025)

Developments 2024 - Relevance for 2025

Consumer confidence is higher, other EU markets and US have turnaround after post covid-decline. Higher forecasts of eCommerce companies (Zalando, MyTher.)

Higher profitability due to cost efficiency program (2024) and scalable cost structure

Distribution + logistic cost development negative for margin development - actions have been defined

Excellent conditions for new M\&A acquisitions in 2025 with fair values

Increased scalability of our TPG One Software Platforms allows us to connect partners faster and enter new industries within $<4$ month

Our 4 segments grow. Industrial good segment with positive margin development in 2025 expected.

TPG MIDTERM GUIDANCE (01/2025)
NEW
MIDTERM
GUIDANCE 2026

MIDTERM GUIDANCE (2026)

CASE: CHRONEXT

LUXURY WATCH PLATFORM

Founded: 2013

Location: Cologne, Munich

Employees: 41

Customers: 70\% DACH, 30\% EU/Rest of World (60 countries)

GMV: $\quad>\epsilon 65 \mathrm{~m}$ (2025e)

EBITDA: $\quad>4 \%$ (2025e)

AOV: €10.686

Acquired: December 2024 (Asset Deal)

PMI: $\quad$ Since September 2024

CASE: CHRONEXT LUXURY WATCH PLATFORM

CASE: CHRONEXT

LUXURY WATCH PLATFORM

Inventory (2024)

CASE: CHRONEXT

LUXURY WATCH PLATFORM

Cross-Listing on Fashionette in 2025 (75\% of products)

Cross-Listing on Brandfield in 2025 (71\% of products)

CASE: CHRONEXT

LUXURY WATCH PLATFORM

Cross-Listing on Winkelstraat

in 2025

CASE: CHRONEXT

LUXURY WATCH PLATFORM

THE PLATFORM GROUP

TPG PAY

TPC PAY

TPG PAYMENT SOLUTION

1. Seamless integration of all major payment types

VISA
AMEX Klarna.
$P$ PayPal $G$ Pay $G$ Pay others ...

2. Internal Risk Check Tool for TPG PAY

3. TPG PAY:

• Pay on invoice
• Pay in installments
• monthly invoice
• BNPL

TPG PAY LEVERAGES REVENUE WITH „YELLOW" CUSTOMERS

• Currently $+20 \%$ out of $100 \%$ of the customers entering the payment stage, having an elevated credit risk
• These customers have been rejected in the past
• TPG PAY provides a sophisticated risk check procedure, using internal and external data sources
• Based on the TPG Score Non-Recourse Factoring will be initiated or receivables will be internalized
• Benefit: more revenue, reduced factoring and transaction fees
• TPG has an own fraud department

TPG PAY IN ALL OUR SHOPS

1. Development of a modular payment solution
2. Seamless integration in any kind of e-commerce solutions Shopify Payment App, Shopware Plugin, Woocommerce etc.
3. TPGPAY API will be available for $3^{\text {rd }}$ Parties
   

TIMELINE

THANK YOU!

5

THE PLATFORM GROUP

Scelling E-Commerce via External Marketplaces

Unlocking Growth \& Synergies through
Marketplace Expansion

• Fast access to high-purchasing-power customers
• Reduction of Customer Acquisition Costs (CAC)
• Utilization of marketplace logistics \& payment processing
• Optimization through middleware \& automation
• Increase in conversion rate through datadriven listing

THE FIRST 90 DAYS - STRATEGY FOR RAPID GROWTH

• 1. Technical Integration \& Data Optimization
• Automated categorization \& SEO optimization
• Dynamic pricing \& competitive analysis
• 1. Performance Marketing \& Promotions
• Leverage sponsored listings \& discount vouchers
• Participate in marketplace promotional campaigns
• 1. Optimization \& Scaling
• Track KPIs \& conversion rates
• Expand product assortment \& integrate with new marketplaces

SYNERGIES IN POST-MERGER INTEGRATION (PMI)

Centralized Marketplace Strategy

• Utilization of shared seller accounts
• Optimization of logistics \& inventory management
• Consistent brand representation across marketplaces

Operational Implementation

• Middleware for centralized control
• Harmonization of product data \& pricing

• Leveraging cross-selling potential

• Scalability: Expansion to include new products and brands

• Premium Customer Experience: Exclusive, personalized offers
• High-Quality Brand Presence: Maximum visibility for premium brands
• Tailored Product Selection: Curated, target-group-specific products
• Profitable Growth: Additional revenue and reach
• Independence: Full control over pricing, rules, and platform strategy
  

REVENUE LEVERS THROUGH MARKETPLACES IN THE POST-MERGER PHASE

Revenue Growth Levers

1. Faster market entry through existing platforms
2. Scalability via centralized systems
3. Cost efficiency through automated processes
4. Cross-selling \& upselling across multiple channels
5. International expansion leveraging existing infrastructure

THE PLATFORM GROUP