A high growth e-commerce company

March 2016

Disclaimer

This document has been issued by windeln.de AG (the "Company") and does not constitute or form part of and should not be construed as any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company or any present or future member of the group.

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The information contained in this presentation is subject to amendment, revision and updating. Certain statements, beliefs and opinions in this document are forwardlooking, which reflect the Company's or, as appropriate, senior management's current expectations and projections about future events. By their nature, forwardlooking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.

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Who we are

Management experienced in founding and growing businesses

Alexander Brand Co-CEO & Founder

Konstantin Urban Co-CEO & Founder

Dr. Nikolaus Weinberger CFO

1 CAGR calculated based on full-year 2011 revenues as per HGB and full-year 2015 revenues as per IFRS reporting.

2 Q4 2015 multiplied by 4.

We are the European leaderin an attractive market

1 windeln.de management estimate for baby product market in Europe (0-6 years) based on Euromonitor data. 2 http://de.statista.com/statistik/daten/studie/162133/umfr age/anz ahl-der-geburten- in- eur opa

Highlights European market

‒ Large adressable market: €56.5bn1
‒ High number of births: 5m annually2
‒ Fragmented market structure
‒ Increasing online penetration

Windeln.de Group leadership

‒ 955' active customers Dec-15
‒ 698' orders in 2015
‒ EUR 179m revenues in 2015
‒ Q4 2015 annualized: EUR 241m

We win customers with diapers and baby food and cross-sell into higher-margin products

1 Based on net merchandise value in DACH region. We define net merchandise value as the total amount spent by our customers excluding value added tax and excluding marketing rebates in the relevant measurement period, irrespective of returns.

We operate in three business segments

Business Segment	Shops
German Shop	Online retailer for baby and toddler products in Germany and for customers in China	€ 140.3m
International Shops	Online retailers for baby and toddler products in Europe ex Germany	€ 20.7m (Q4 annualised €40m)
Shopping Clubs	Flash sales business for children's clothing and toys in Germany and Italy	€ 17.6m

We significantly built up our European Business…

...leading to increasing contribution and revenue diversification

Strong organic growth across our regions

Everything for the baby Quality made in Germany

We target the most influential customers: Moms

Proven financial track record

We achieved scale, high loyalty and growing engagement…

Note: All numbers based on management reporting.

1 Number of customers who placed an order within the last twelve months.

2 NPS measures the loyalty that exists between a provider and a consumer. NPS can be as low as -100 (everybody is a detractor) or as high as +100 (everybody is a promoter); average 2015 for windeln.de shop; tracked by windeln.de.

3 Number of orders from customers who had previously purchased from windeln.de at any point in time, irrespective of returns.

4 Refers to the share of repeat customer orders (in % of number of orders) we define as the number of orders from repeat customers divided by the number of orders during the measurement period.

5 Order intake (incl. VAT and shipping) divided by total number of orders during respective year.

6 Share of mobile traffic from non-Chinese customers on windeln.de and windeln.ch only for the fourth quarter of the respective year; does not include traffic on the windeln.de magazine.

…also on a quarterly basis

feedo (Q3) and bebitus (Q4) acquisition

	Q1 '12	Q2 '12	Q3 '12	Q4 '12	Q1 '13	Q2 '13	Q3 '13	Q4 '13	Q1 '14	Q2 '14	Q3 '14	Q4 '14	Q1 '15	Q2 '15	Q3'15	Q4'15
Site Visits (in thousand) ¹	1,385	1,697	2,263	2,837	4,682	6,120	5,759	5,874	7,323	8,483	10,647	12,459	14,299	14,785	18,516	24,014
Mobile Visit Share (in % of Site Visits) 2	9.9%	13.2%	16.7%	19.7%	26.2%	32.6%	39.3%	42.0%	47.9%	52.7%	58.2%	60.5%	65.5%	66.5%	64.2%	61.9%
Mobile Orders (in % of Number of Orders) 3	6.2%	8.6%	10.0%	12.2%	16.4%	21.2%	26.8%	27.8%	32.7%	37.3%	41.2%	42.3%	46.7%	47.6%	45.8%	43.6%
Active Customers (in thousand) 4	92	117	142	163	194	229	259	290	334	372	430	496	556	613	743	955
Number of Orders (in thousand) 5	62	78	92	114	154	198	202	219	273	303	363	416	454	460	575	698
Average Orders per Active Customer (in number of orders) 6	1.8	1.9	2.0	2.1	2.3	2.4	2.6	2.7	2.7	2.7	2.7	2.7	2.8	2.8	2.7	2.4
Orders from Repeat Customers (in thousand) 7	36	48	58	82	114	153	158	175	211	238	286	328	350	369	453	479
Share of Repeat Customer Orders (in % of Number of Orders) 8	59.1%	62.0%	63.6%	71.7%	73.9%	77.5%	78.0%	79.7%	77.2%	78.7%	78.8%	78.9%	83.6%	83.8%	83.3%	81.4%
Gross Order Intake (in € thousand) 9	4,188	5,638	7,148	9,862	12,209	15,034	15,676	18,226	23,241	26,208	32,111	38,891	41,970	44,133	50,306	62,880
Average Order Value (in €) 10	67.9	72.6	77.9	86.3	79.3	76.1	77.5	83.2	85.2	86.6	88.5	93.5	92.5	95.9	87.5	90.1
Returns (in % of Net Merchandise Value) 11	4.4%	4.1%	4.9%	4.4%	4.3%	4.6%	4.9%	5.8%	5.1%	5.8%	6.8%	5.1%	6.0%	7.4%	7.3%	5.4%

Note: Including feedo from Q3 2015 and bebitus from Q4 2015 onwards (returns excl. feedo and bebitus). See appendix for footnotes.

Increasing customer lifetime values at stable costs

Note: All numbers based on management reporting.

1 Marketing costs divided by number of new customers during respective period.

2 Customer lifetime value is measured as customer lifetime revenues multiplied by contribution margin (after logistics costs relating to picking, packaging and shipping; before marketing); 2014 contribution margin applied to all years.

Continous margin improvement

1 Marketing costs consist mainly of advertising expenses, including search engine marketing, online display and other marketing channel expenses, as well as costs for our marketing tools, which include tools for automated SEA bidding and multivariate landing page optimization, and allocated overhead costs, but not costs related to our loyalty program. Allocated overhead costs include rent and depreciation, but not costs of shared services.

2 Fulfillment costs comprise logistics and rental expenses, adjusted to exclude costs of reorganization that are fulfilment related.

3 We define adjusted other SG&A expenses as selling and distribution expenses plus administrative expenses and other operating expenses less other operating income, but excluding marketing and fulfillment costs; adjustments see Adjusted EBIT.

4 Adjusted to exclude cash settled share-based compensation expenses resulting from virtual stock option programs (VSOP), IPO related expenses, acquisition and integration costs as well as costs for reoganization and restructurings under corporate law; in the fiscal year ended December 31, 2012, all income/expenses were allocated to the business segment "windeln.de".

5 Adj. EBIT contribution margin from German Shop business segment.

6 Adj. Net Fulfillment costs are defined as Fulfillment costs less shipping income.

7 Margin of (5.3)% represents combined margin for business segments German Shop and Shopping Clubs assuming that 15% of shared services costs in 2015 can be attributed to expansion (segment International Shops).

Strong liquidity position

How we capture our growth opportunities

Baby product e-commerce market set to take of

1 Source: Euromonitor International, Apparel and Footwear 2014 edition, Consumer Electronics 2014 edition, Consumer Health 2015 edition, Personal Accessories 2015 edition, Retailing 2015 edition. Based on retail value RSP.

2 Source: Euromonitor International; Analysis of Baby and Toddler Products Retail in Germany (commissioned report, Feb-15); Baby consumables includes: Baby foods and food accessories; Nappies/diapers/pants; Baby care, health and dental hygiene; Values represent market for children in first 36 months.

3 DM started an online shop (with limited assortment) in summer 2015.

4 Müller runs an online shop which however does not feature a home delivery service (i.e. delivery to store only).

Leading position in Germany reached after four years

German "Category Killer" ranking ¹

Rank	Image	Loyalty
1	81.0	80.7
2	80.9	67.4
3	77.0	72.0
4	76.6	71.9
5	76.1	71.5
6	74.9	72.2
7	71.7	65.8
8	70.9	66.1
9	68.3	65.8

Unaided brand awareness of internet providers for diapers in Germany ⁴

1 Source: Dr. Wieselhuber & Partner, 2014 (Category Killer – Der stationäre Handel unter Zugzwang); sorted by image.

2 Online review portal (trustedshops.com); as of 22 February 2015.

3 NPS measures the loyalty that exists between a provider and a consumer. NPS can be as low as -100 (everybody is a detractor) or as high as +100 (everybody is a promoter); average as of 2014; tracked by windeln.de.

4 Source: Innofact Werbetracking as of March 2014; commissioned by windeln.de.

Large growth opportunity in China with 17m births a year ²

Gross Merchandise Value (GMV) of China cross-border online shopping ² Top 5 product categories purchased by China cross-

border online shoppers in 2014 ³

1 Source: China.org.cn, 10 February 2015, based on China Population Association (CPA); figure refers to 2014.

2 Source: iResearch, 2015 ("2015 China Cross-border Online Shopper Behavior Report"), based on State Statistics Bureau, financial results published by enterprises and expert interviews; commissioned by windeln.de; cross-border online shopping (cross-border online B2C import) refers to the value of commodities purchased by domestic consumers via the cross-border shopping channel of domestic e-commerce platforms (including domestic online importers) as well as foreign shopping sites; translated with CNY/EUR rate of 0.14362.

3 Source: iResearch, 2015 ("2015 China Cross-border Online Shopper Behavior Report"), commissioned by windeln.de; based on a survey conducted on iClick in January 2015 with a sample size of N=2,301; question asked related to whether respective participant has purchased respective product category at least once in 2014; multiple responses possible.

Our strong foothold in the Chinese market

Online shop awareness2

1 Operated by third-party outsourcing partner.

2 Source: OC&C consumer survey 2014 based on 1,041 respondents.

3 Source: OC&C consumer survey 2014.

We leverage data and analytics to drive personalization and relevance

Innovative business intelligence systems predict buying patterns of customers
Disclosed age of the baby and detailed cohort-shopping behavior are key figures

Examples of customized newsletters

Pregnant woman Mom with 1-month old child Mom with 18-month old child

Growth into new categories and countries to become the ecommerce champion for serving "young families"

1 Total addressable e-commerce market for windeln.de in Europe and China; for detailed build-up please see page 23.

Company highlights

True growth company with revenue CAGR of ~136%

Successfully serving moms – the most loyal and influential customers

Scalable business model with profitable core

Positioned to become European e-commerce champion for young families

Large growth potential in China with 17 million births a year

Appendix

Ample opportunity for growth along our footprint

1 Source: iResearch, 2015 China Cross-border Online Shopper Behavior Report (converted with CNY/EUR rate of 0.14362). Refers to GMV of cross-border online shopping of maternal and child products in 2014 of CNY 53.24bn, translated with CNY/EUR 0.14362.
2 Source: windeln.de management estimate.
3 Source: Marketline Childrenswear Industry Analysis (Jul-14); Excludes baby and toddler wear and footwear products for babies in first 36 months.
4 Source: IMS, The Rising Tide of OTC in Europe (Feb-13); Cosmeticdesign Europe (Jun-13); CBI, EU MARKET for Home Decoration and Home Textiles (Sep-12).
5 Source: Euromonitor International; Analysis of Baby and Toddler Products Retail in Germany (commissioned report, Feb-15); Values represent market for babies in first 36 months.
6 Source: IFH Branchenfokus Baby und Kinderausstattung; Excludes baby and toddler wear and footwear products for babies in first 36 months.
7 Source: IMS, The Rising Tide of OTC in Europe (Feb-13); KPMG, Personal Care 2020 (2014); CBI, EU MARKET for Home Decoration and Home Textiles (Sep-12); Excludes baby care, health and dental hygiene and nappies/diapers/pants for babies in first 36 months.

European market for baby and toddler products is highly fragmented

Long-term centralization strategy: Leveraging size and local market knowledge for cost optimization and economies of scale

Centralization of group functions:

Central purchasing to increase purchasing power
Central product data management to improve SEO, introduce multi-language capability and improve legal compliance
One central shop-system, data warehouse and ERP system for higher usage of business intelligence
Central online marketing for SEO, SEM, Display
One big central warehouse for long tail

Localization of country-specific functions:

Customer care in local languages
Purchasing of country-specific products and brands
Smaller, local warehouses for local products and top-sellers
Local marketing such as offline campaigns, TV and PR

Aquisition deals are value accretive in all scenarios

bebitus revenue share of windeln.de group¹

With full achievement of bebitus' business plan, they would contribute approx. 14% of group revenues 2018
In all scenarios for (a) bebitus business plan achievement and (b) windeln.de group valuation multiple, the transaction structure is value accretive, i.e. the relative purchase price less than its share of windeln.de's enterprise value

^1. Assumes windeln.de growth (excluding feedo or further acquisitions) of approx. 40% p.a. for illustrative purposes

Successful introduction of direct delivery to China

Customer registration at freight forwarder Customer registration at windeln.de Shipping from windeln.de to freight forwarder Services by freight forwarder Shipping through shipping company Arrival of parcel at customer Customer registration at windeln.de 1 2 4 5 6 3 2 5 6 Shipping through shipping company Arrival of parcel at customer Existing delivery option 1: Via freight forwarder New additional option 2: Direct Delivery

Advantages

ü Lower delivery costs to customers
ü No VAT payments for customers
ü Faster delivery time (from approx. 20 to approx. 10 days)
ü Ability to directly market windeln.de in China
ü Higher cross-selling potential
ü Additional revenue from shipping for windeln.de

Strong acceptance of new delivery path by Chinese customers

ü Since end of August 2015, customers have the choice between
ü Delivery through freight forwarders
ü NEW: Direct delivery to China
ü In addition: Express delivery option with simplified customs clearance
ü Share of direct delivery above 80%

Win-win for windeln.de and customers with direct delivery

Attractive business model: low marketing costs and return ratio

1 As per windeln.de consolidated financial statements for FY2014.

2 Financials for FY2013 as per Zalando IPO prospectus.

3 Source: Handelsblatt, 15 February 2013 ("Zalando wächst und macht mehr Miese").

4 Includes logistics costs relating to picking, packaging and shipping as well as rent expenses.

5 Gross margin less marketing and fulfillment.

6 Includes outbound logistics, content creation, service and payment expenses, as well as allocated respective overhead costs and expenses for bad debt allowances.

Asset light business model with high cash efficiency

1 Equals cash from investing activities.

2 DSO (days sales outstanding) defined as year-end trade receivables divided by revenues times 365.
3 DPO (days payables outstanding) defined as year-end trade payables divided by cost of sales times 365.
4 DIO (days inventory outstanding) defined as year-end inventories divided by cost of sales times 365.
5 CCC (cash conversion cycle) defined as the sum of DSO and DIO less DPO.
6 As of February 2015.

Selected business segment and geographic data

	Business segments
In €k	2015	2014	Q4 2015	Q4 2014
Revenues	178,602	101,324	60,290	34,201
German Shop	140,255	88,768	43,082	29,815
International Shops	20,739	3,776	11,971	1,376
Shopping Clubs	17,608	8,780	5,238	3,013
Adj. EBIT1,2	-15,139	-8,087	-5,565	-1,362
German Shop Adj. EBIT contribution	5,630	1,916	1,777	1,530
International Shops Adj. EBIT contribution	-5,392	-1,660	-2,747	-212
Shopping Clubs Adj. EBIT contribution	-5,810	-2,601	-1,640	-870

In €k	2015	2014	15/14	Q4 15/146
Revenues	178,602	101,324	+76%	+76%
DACH3	71,791	44,040	+63%	+53%
China4	91,147	55,666	+64%	+52%
Rest of Europe5	15,664	1,618	+868%	+724%

1 Adjusted to exclude cash settled share-based compensation expenses resulting from virtual stock option programs (VSOP) and IPO related expenses, acquisition and integration costs as well as costs for reorganization and restructurings under corporate law.

2 Adjusted EBIT at the Group level does not correspond to the sum of the Adjusted EBIT Contributions of the "German Shop", "International Shops" and "Shopping Clubs" business segments because (a) certain income/expenses relating to shared services are managed and contracted on a central basis and not allocated to the business segments and (b) effects resulting from intersegment transactions are eliminated at the Group level.

3 Our "DACH" geographic region consists of that part of our business that generates product and services revenues from customers ordering for delivery to Germany, Austria and Switzerland.

4 Our "China" geographic region consists of that part of our business that generates product and services revenues from customers ordering for delivery to China.

5 Our "Other/rest of Europe" geographic region consists of that part of our business that generates product and services revenues from customers ordering for delivery to countries other than Germany, Austria, Switzerland and China.

6 Growth rates Q4 2014 to Q4 2015 based on net merchandise value (same calculation methodology as in 2015)

Income statement

In €k	2015	2014	Q4 2015	Q4 2014
Revenues	178,602	101,324	60,290	34,201
% growth	76.3%		76.3%
Cost of sales
Gross profit	47,115	23,455	16,919	8,192
% margin	26.4%	23.1%	28.1%	24.0%
Selling and distribution expenses	-53,877	-26,668	-19,755	-8.198
Administrative expenses	-23,332	-8,678	-8,457	-6166
Other operating income	3,164	267	232	90
Other operating expenses	-569	-99	-167	-73
EBIT	-27,499	-11,723	-11,228	-2,499
% margin	-15.4%	-11.6%	-18.6%	-7.3%
Financial result	-2,910	2,138	-2,404	-665
EBT	-30,409	-9,585	-13,632	-3,165
% margin	-17.0%	-9.5%	-22.6%	-9.2%
Income taxes	5	-242	1,600	-160
Profit or loss for the period	-30,404	-9,827	-12,032	-3,325
% margin	-17.0%	-9.7%	-20.0%	-9.7%


EBIT	-27,499	-11,723	-11,228	-2,499
Share-based compensation	10,727	3,419	4,850	920
Acquisition, integration and expansion costs	1.951	-	694	-
IPO related expenses	-430	217	7	217
Corporate reorganisation	112	-	112	-

Adjusted EBIT1 -15,139 -8,087 -5,565 -1,362 % margin -8.5% -8.0% -9.2% -4.0%

1 Adjusted to exclude cash settled share-based compensation expenses resulting from virtual stock option programs (VSOP), IPO related expenses, acquisition and integration costs as well as costs for reorganization and restructurings under corporate law.

Balance sheet and cash flow statement

Consolidated statement of financial position
In €k	Dec 2014	Dez 2015
Total non-current assets	4,523	34,086
Inventories	10,754	27,099
Prepayments	285	1,670
Trade receivables	1,725	2,469
Miscellaneous other current assets1	5,927	5,457
Cash and cash equivalents	33,830	88,678
Total current assets	52,521	125,373
Total assets	57,044	159,459
Issued capital	163	25,746
Share premium	68,911	154,046
Accumulated loss	-34,488	-64,892
Cumulated other comprehensive income	35	-22
Total equity	34,621	114,878
Total non-current liabilities	6,813	10,208
Other provisions	1,246	2,221
Financial liabilities	1,532	41
Trade payables	8,830	18,137
Deferred revenue	1,986	4,352
Miscellaneous current liabilities2	2,017	9,622
Total current liabilities	15,610	34,373
Total equity & liabilities	57,044	159,459

Consolidated statement of cash flows
In €k	2015	2014
Net cash flows from/used in operating activities	-22,244	-6,064
Net cash flows from/used in investing activities	-16,271	-1,234
Net cash flows from/used in financing activities	93,356	40,861
Cash and cash equivalents at the beginning of the period	33,830	267
Net increase/decrease in cash and cash equivalents	54,841	33,563
Cash and cash equivalents at the end of the period	88,678	33,830

1 Miscellaneous other current assets include income tax receivables, current other financial assets and current other non-financial assets.

2 Miscellaneous other current liabilities include income tax payables, current other financial liabilities and current other non-financial liabilities.

Selected key performance metrics - Definitions

1) We define Site Visits as the number of series of page requests from the same device and source in the measurement period and include visits to our online magazine. A visit is considered ended when no requests have been recorded in more than 30 minutes. The number of site visits depends on a number of factors including the availability of the products we offer, the level and effectiveness of our marketing campaigns and the popularity of our online shops. Measured by Google Analytics.
2) We define Mobile Visit Share (in % of Site Visits) as the number of visits via mobile devices (smartphones and tablets) to our mobile optimized websites divided by the total number of Site Visits in the measurement period. We have excluded visits to our online magazine and visits from China. We exclude visits from China because the most common online translation services on which most of our customers who order for delivery to China rely to translate our website content are not able to do so from their mobile devices, and therefore very few of such customers order from their mobile devices. Measured by Google Analytics.
3) We define Mobile Orders (in % of Number of Orders) as the number of orders via mobile devices to our mobile optimized websites divided by the total Number of Orders in the measurement period. We have excluded orders from China. Measured by Google Analytics.
4) We define Active Customers as the number of customers placing at least one order in the 12 months preceding the end of the measurement period, irrespective of returns.
5) We define Number of Orders as the number of customer orders placed in the measurement period irrespective of returns. An order is counted on the day the customer places the order. Orders placed and orders delivered may differ due to orders that are in transit at the end of the measurement period or have been cancelled. Every order which has been placed, but for which the products in the order have not been shipped (e.g., the products are not available or the customer cancels the order), is considered ''cancelled''.
6) We define Average Orders per Active Customer as Number of Orders divided by the number of Active Customers in the measurement period.
7) We define Orders from Repeat Customers as the number of orders from customers who have placed at least one previous order, irrespective of returns.
8) We define Share of Repeat Customer Orders as the number of orders from Repeat Customers divided by the Number of Orders during the measurement period.
9) We define Gross Order Intake as the aggregate Euro amount of customer orders placed in the measurement period minus cancellations. The Euro amount includes value added tax and excludes marketing rebates.
10) We define Average Order Value as Gross Order Intake divided by the Number of Orders in the measurement period.
11) We define Returns (in % of Net Merchandise Value) as the Net Merchandise Value of items returned divided by Net Merchandise Value in the measurement period.

Visionary and experienced team

Maximilian Rabl windeln.de

Laura Schulte windelbar

Dr. Paul Hettl Technology

Mathias Vikene Products & Fee Boger Own brands

Windeln.de

Kathrin Schlipf Strategy & Expansion Michael Riha Legal & compliance

Customer Retention Head of China

Markus Zabel Operations

Roman Burdick Online Marketing

Helen Reumann

Jan Müller-Gödecke Head of Strategic Purchasing

Tobias Helm BI & Processes

Windeln.ch

Marie-Christin Kamann windeln.ch

Christoph Bechtler kindertraum.ch & toys.ch