Investor Presentation • Jan 31, 2025
Investor Presentation
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CAPITAL MARKET DAY JANUARY 31, 2025
11.00 INTRODUCTION TPG / UPDATES
11.30 FINANCIAL / OUTLOOK
12.00 M\&A
13.00 SOFTWARE
13.30 PLATFORMS
14.00 LUNCH / NETWORK

Introduction \& Updates


Consumer Goods
Freight Goods
Industrial Goods
Service and Retail Goods
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


| 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

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


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

Nordic Bond hat nunmehr Gesamtvolumen von 50 Mio. Euro

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
Platforms for success

"WHY DOES RETAILERS NEED TPG?"

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.
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 RAMP UP REVENUES 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

"WHY M\&A?"
Selection of industry:
SOME THOUSAND
SOME HUNDRED


"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."

| 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 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 onlinecompanies, 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."

Year 2019
Enterprise Value
$2 x$ Revenue or
$8 x$ EBITDA
20-30 Buyers per target
Acquisitions of TPG:
0
Enterprise
Value
3-5x EBITDA
After Due Diligence:
Max. 3 Buyers
Acquisitions of TPG:
TPG'S UNIQUE APPROACH COMBINES HIGH RETURNS AND LOW RISK

10m€ Revenue
Acquisition:
| Status: | |
|---|---|
| DD: | done |
| SPA/Signing: | Februar 2025 |
| Closing: | April 2025 |
Acquisition:
Status:
DD:
SPA/Signing:
Closing:
February 2025
March 2025
May 2025
Acquisition:
Status:
DD:
SPA/Signing:
Closing:
February 2025
March 2025
"SEEMS LIKE A MIX OF MANY SHOPS..."
"THEY BUY SMALL, NON RELEVANT COMPANIES..."


YES, we have SaaS-Revenues - but it is not our focus.
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.
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.
"HOW CAN YOU GROW BY STAGNATING MARKETS?"
Number of Partners 2024 vs. 2023

"IS AMAZON A COMPETITOR?"

"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?"
Financials \& Outlook
| 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) | $\begin{aligned} & € 33.3 m \ & (7.6 \%) \end{aligned}$ | $\begin{aligned} & € 35.5 m \ & (6.8 \%) \end{aligned}$ |
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
| 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 |
$€ 1.9$ | $€ 1.7$ |
Earnings per share (FY 2024, cont. operations) with $€ 1.7$ above expectations.
GMV Growth FY

EBITDA adjusted FY
EBITDA reported FY

Net profit (total) FY
EPS FY





| 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 |
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\%)




$(\epsilon \mathrm{m})$
| 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

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) | |||||
|---|---|---|---|---|---|
| Revenue $€ 700 \mathrm{~m}$ | Adj. EBITDA $7-10 \%$ | $\begin{gathered} \text { GMV } \ € 1.5 \mathrm{bn} \end{gathered}$ | Leverage 1.5 - 2.3 x |
Partners 17.000 | Industries 35 |
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| DATE | EVENT |
|---|---|
| NOV 24, 2025 | German Equity Forum 24 - 26 November, Frankfurt/Main |
| NOV 14, 2025 | Publication Quarterly Statement (call-date Q3) |
| SEP 01, 2025 | Fall Conference 1/2 September, Frankfurt/Main |
| AUG 27, 2025 | Hamburg Investors Days 27/28 August, Hamburg |
| AUG 22, 2025 | Publication Half-yearly Financial Statements |
| JUN 26, 2025 | Annual General Meeting, Dusseldorf |
| JUN 11, 2025 | Warburg Highlights Conference 11/12 June, Hamburg |

REINHARD HETKAMP (CFO)
Investor Relations
[email protected]
THE PLATFORM GROUP M\&A as a key discipline for value generation

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.
OUR M\&A FUNNEL - STATUS 12/2024

STRATEGIZING GROWTH THROUGH PROGRAMMATIC ACQUISITIONS
ACQUISITION-DRIVEN COMPUNDERS
VS
PRIVATE EQUITY INVESTORS

STRATEGIZING GROWTH THROUGH PROGRAMMATIC ACQUISITIONS

TPG AS AGILE SERIAL ACQUIRER
VS
TRADITIONAL M\&A BUYER
Sound combination of cash, debt and TPG shares
Strong incremental return on capital
Leverages synergies via operational holding + software
Lower market correlation
Higher market correlation
Higher risk: Often larger deals
Higher market correlation
Higher risk: Often larger deals
PROGRAMMATIC ACQUIRERS FREQUENTLY COMPLETE SMALL DEALS WITH HIGH FREQUENCY

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 with a given statement (\%)
| Company regularly realizcates M\&A capital to business units that align most with its overall strategy |
All programmatic acquirers |
28 |
|---|---|---|
| At all other companies | 15 | |
| Executives understand which assets they may need to buy and sell to realize company's aspirations |
All programmatic acquirers |
46 |
| At all other companies | 31 |
Companies with a programmatic approach to M\&A set go/no-go criteria for each stage of a deal.
Share of respondents who strongly agree that their companies have go/no-go criteria for a given M\&A-stage (\%)

Making a nonobeding offer
Making a binding offer
Finalizing negotiations
COMMERCIAL CRITERIA
INDUSTRY
with proven platform potential
focused players

1,000
existing customers
businesses (no early stage/ no seed)

OPERATIONAL CRITERIA
that is capable and broad-based
IT \& ERP
expertise and fit
culture
COMMITMENT
of executives for min. 3 years
TPG's seeks to acquire 3-8 platforms annually based on a refined target profile and a follow-through mentality.
Core M\&A process from first contact to signing is executed in 4-8 weeks

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.
Usage of several online deal databases for inhouse market screening.
Natural deaiflow and active approach from management/ shareholders of platforms due to TPG's reputation.
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.
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.
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.

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

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


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.
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.
Expertise in core online business functions and the integration of new platforms and partners
Extensive know-how in operating and scaling platforms combined with a refined growth strategy
Resources and experience in the execution of M\&A projects to further group- or platform growth

POWERFUL SOFTWARE
Unique software system that guarantees seamless integration and scalability for all stakeholders
Goal oriented approach that enables successful acquisitions of and value creation at platforms

WHAT TPG OFFERS AND HOW PLATFORMS BENEFIT
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
FINANCIAL STRENGTH
Access to vast financial resources that provide stability and allow the execution growth initiatives
Roots in traditional retail business allows the understanding of partner and customer needs
Strong internal and external network that grants access to valuable collective intelligence

Purchase
Price
TPG shares with lock-up period + maximum daily volume after lock-up
Cash amount / equity
Return on Investment:
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


LUXURY PLATFORM IN NETHERLANDS
Founded: 2012
Location: Vianen, Netherlands
Employees: 34
Customers: 85\% locals/Netherlands
GMV: €23m (2024)
EBITDA: 5\% (2024)
Partners: 410
Acquired: 2024 (50,1\%)
PMI: $\quad$ Since September 2024

Joost (CEO)
Matthijs (CCO)

LUXURY PLATFORM IN NETHERLANDS

PMI Project: Sept. 2024 - June 2025
Central functions $\rightarrow$ cost reduction:
(a) Finance
(b) HR
(c) Risk \& Payment
Operational functions $\rightarrow$ revenue increase:
(a) Marketing
(b) Software
(c) Business Intelligence
(d) Marketplaces
LUXURY PLATFORM IN NETHERLANDS

LUXURY PLATFORM IN NETHERLANDS

Start with vintage products with a new TPG platform (2025)

Start TPG marketplace project on external MP (27\% of products)

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


LUXURY WATCH PLATFORM

PMI Project: January 2025 - October 2025
Central functions $\rightarrow$ cost reduction:
(a) Finance
(b) HR + Payroll
(c) Risk \& Payment
(d) SG\&A, Insurance, Rents
Operational functions $\rightarrow$ revenue increase:
(a) Marketing
(b) Software
(c) Business Intelligence
(d) Marketplaces
LUXURY WATCH PLATFORM
Inventory (2024)

LUXURY WATCH PLATFORM

Global shipping effort combined with local growth initiatives
Source:
LUXURY WATCH PLATFORM

The Challenge: Seven (!) different business models in one company (2024)
| On Stock CPO | On Stock New | On Demand | COXIC | B2B | Marketplace | Partner | |
|---|---|---|---|---|---|---|---|
| - Pre-owned watches that are directly purchased by CHRONEXT for resale. | - New watches purchased by CHRONEXT in advance of sale. | - The customer purchases a new watch that is not currently in stock and is provided with a delivery time. CHRONEXT sources the watch from its network of suppliers. | - A private seller consigns a watch to CHRONEXT. CHRONEXT lists and stores the watch until it is sold. After the return period has expired, the seller receives the payment. Consignment |
- Sales of watches to dealers and wholesalers. | - An API feed integration with Certified PreOwned (CPO) partners. Similar to OnDemand, the customer purchases a watch with a delivery time, and CHRONEXT requests the watch from the partner once the order is placed. | - Sales through thirdparty platforms such as Farfetch, eBay, etc. |
LUXURY WATCH PLATFORM

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

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

LUXURY WATCH PLATFORM

Start with TPG software project and implement TPG One $\rightarrow$ Partner-model to increase platform

Cross-Listing on Winkelstraat in 2025

LUXURY WATCH PLATFORM

Update
Software Development
\& Operations

Over 130 Experienced IT Employees

Time to Connect a New Company

Development in 5 Countries

Tools

Skills

Ruby
ColdeFusion
Shopify
TPG ONE \& NEW FEATURES



TPG ONE CONNECTOR:
Connection of all major ERP Systems
Option for simple files transfer and upload
Ai Data Enrichment:
Ai category mapping
Ai image generation: for e.g. recoloring
TPG ONE CLOUD:
Own build high performance PIM

Full integration of a Retail Media solution for brands and retailer with:
Sponsored Product Ads
Audience Extension Ads
Full integration of WKZ Booking Tool for brands:
Paid banners campaigns
TPG ONE Connector
TPG ONE Cloud (ERP, PIM, Pricer, Commerce Engine)
Shop Update TPG Core Shops (Schuhe24, Outfits24...)

Shop Update - Merchant of Record Shops

Shop Update - Marketplaces Shops

TPG PAY

FAHRRAD-TEILE.SHOP
NEW SHOP DESIGN

THE PLATFORM GROUP
Jungherz shop migration in CW40.

NEW OUTFITS24 SHOP
TPG | Software Development
TPG SHOP UPDATE

NEW
OUTFITS24 SHOP (MOBILE FIRST)

THE PLATFORM GROUP
UI DEMO OF TPG ONE CONNECTOR

THE PLATFORM GROUP

My Account \& Balance

Sort by Recently
| Purpose | Date | Amount | Result |
|---|---|---|---|
| Test Product 1 Fashionette |
Today 2 m ago | $\$ 500$ QR Code |
○ Done |
| Test Product 2 Outfits24 |
Today 5 m ago | \$ 1000 Transfer |
○ Done |
| Test Product 3 Taschen24 |
Today 1h ago | $\$ 500$ QR Code |
○ Done |
| Test Product 4 Hoodote |
Today 2 h ago | \$ 1000 Transfer |
Pending |
| Test Product 5 Outfits24 |
Yesterday 09:00 AM | $\$ 500$ Transfer |
○ Done |
| Test Product 6 Schuhe24 |
Yesterday 08:00 AM | \$ 1000 QR Code |
○ Done |
| Show All My Transactions |
THE PLATFORM GROUP






VALENTINO
GARAVANI
Black/White Checked Virgin Wool-Silk Jacket Black
Blade
Größe wählen
IN DEN WARENKORB
SOPORT KAUFEN MIT TPG PAY

Unlocking Growth \& Synergies through
Marketplace Expansion



Leveraging cross-selling potential
Scalability: Expansion to include new products and brands


THE PLATFORM GROUP
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