windeln.de SE — Investor Presentation 2017

Aug 1, 2017

A Leading European E-Commerce Company

August 2017

Disclaimer

This document and its related communication ("Presentation") have been issued by windeln.de SE and its subsidiaries ( "Company") and do 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 in the U.S.A or in any other country, 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. Nothing in this Presentation constitutes tax, legal or accounting advice; investors and prospective investors should seek such advice from their own advisors. Third parties whose data is cited herein are neither registered broker-dealers nor financial advisors and the use of any market research data does not constitute financial advice or recommendations. Securities may not be offered or sold in the U.S.A. absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended; neither this Presentation nor any copy of it may be taken or transmitted or distributed, directly or indirectly, to the U.S.A., its territories or possessions or to any US person.

This Presentation has been carefully prepared. However, no reliance may be placed for any purposes whatsoever on the information contained herein or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this Presentation and no liability whatsoever is accepted by the Company or its directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. This Presentation is subject to amendment, revision and updating. Certain statements and opinions in this Presentation are forward-looking, which reflect the Company's or its management's expectations about future events. Forward-looking statements involve many risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied herein or could adversely affect the outcome and financial effects of the plans and events described herein and may include (without limitation): macroeconomic conditions; behavior of suppliers, competitors and other market participants; inadequate performance with regard to integration of acquired businesses, anticipated cost savings and productivity gains, management of fulfillment centers, hazardous material/ conditions in private label production or within the supply chain, data security or market knowledge; external fraud; actions of government regulators or administrators; strike; or other factors described in the "risk" section of the Company's annual report. Forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue. 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 forwardlooking statements.

This Presentation may include supplemental financial measures that are or may be non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation or as alternatives to measures of the Company's net assets and financial positions or results of operations as presented in accordance with IFRS in its consolidated financial statements. Other companies that report or describe similarly titled financial measures may calculate them differently.

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windeln.de at a glance

Vision	To become the leading European online retailer for baby and toddler products
Business model	• B2C E-Commerce • Products for babies, toddlers and children for up to 6 years (consumables & non-consumables)
Markets	• DACH + 7 European countries (Italy, France, Spain, Portugal, Czech Republic, Poland, Slovakia) • Cross-border e-commerce to China
Key facts	• Active customers • Employees • Product range	>1.0 million >500 >50,000
Key financials	• Revenues 2016: • Revenue growth (CAGR 2011-2016): • Adj. EBIT 2016:	EUR 195 million 73% EUR -26.7 million

windeln.de investment highlights

Leading online retailer for baby & toddler products 1 in Europe and for customers in China
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2	Attractive and growing market

	Significant scale with more than 1 million customers
3	and presence in 11 countries

4	Strong revenue growth, profitability potential and solid financial basis

Dynamic company led by experienced management team and competent second level management 5

We make parents' life easier

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

We have a competitive advantage due to our distinct positioning as a specialist in e-commerce

We had strong growth since foundation in 2010

We are an international company with presence in 11 countries

We are the leading company in a fragmented market

Our addressable market is large and growing

Market for baby and toddler products

Growth drivers

• ✓ Increasing birth rates
• ✓ Rising purchasing power
• ✓ Rising expenditure per child
• ✓ Increasing online penetration

Rising birth rates and affluent middle class underpin strong demand in China

Annual birth rate >17m, further growth expected

Affluent middle class with rising purchasing power 2,3

vs. 42'326 USD GDP per capita in Germany ⁵

1. Source: 2016 Forecast of Chinese newborn population growth, China Industry Information (CHYXX) for the 2010-2017E period; www.chyxx.com/industry/201609/445172.html, 05 September 2016

2. Source: International Monetary Fund, World Economic Outlook Databases (Apr-2017)

3. Source: http://www.mckinsey.com/industries/retail/our-insights/mapping-chinas-middle-class

4. Source: http://www.faz.net/aktuell/gesellschaft/menschen/steigende-geburtenraten-in-deutschland-13968949.html

5. Source: knoema.de

We have a high level of brand awareness

1) Question: "Which online shops/suppliers on the internet, where you can buy diapers, do you know – also if only by name?" Source: INNOFACR AF Research ( Consulting, April 2017, 400 respondents

2) Online shop awareness, Source: OC&C market survey, 1,041 respondents

We have more than one million customers

Note: Continuing operations shown (i.e. excluding discontinued segment Shopping Clubs). See appendix for definition of KPIs.

*Net Promoter Score (NPS) measures 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). windeln.de (Europe) shown as of June 30, 2017.

Our business model has high profitability potential

Financial development reflects international expansion

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.

We initiated several measures to improve operational efficiency and profitability (STAR)

• Regional warehouse

• Automation (ongoing)
• Cautious hiring policy (ongoing)

2 Focus of products

• ✓ Reduction of brands/SKUs
• Accelerate private label (ongoing)

3 Leverage European footprint

• ✓ Relocate customer service
• Central purchasing (partly done)
• Relocate central warehouse
• Integrate Feedo & Bebitus (ongoing)

Break-even outlook to be achieved through ongoing STAR measures and scale effects from revenue growth

We expect to grow on average at least 15% annually

• 1) Illustrative impact for 15+% annual revenue growth at flat operating expenses.
• 2) Cash, time deposits and restricted cash as of June 30, 2017

Management Board experienced in building and improving businesses…

Members of the Management Board

Alexander Brand Co-CEO & Founder

• ✓ Master´s degree (Stanford University (US)) and degree in Industrial Engineering & Economics (University Karlsruhe)
• ✓ Foundation of 12snap AG
• ✓ Prior Senior Vice President of Siemens AG
• ✓ Responsible for Strategy & Projects, IT/ERP and Business Intelligence

Konstantin Urban Co-CEO & Founder

• ✓ Master´s degree in Business Administration (LMU Munich)
• ✓ Development of several online companies (e.g. parship.com; experteer.com)
• ✓ Responsible for Private Label Business, Product Management, Category Management and Marketing

Jürgen Vedie COO

• ✓ Degree in Transportation Business Economics and logistics (university Heilbronn)
• ✓ Worked at WMF for ten years
• ✓ Prior Member of Management Board at Zooplus AG
• ✓ Responsible for Logistics, Customers Service and Purchasing

Dr. Nikolaus Weinberger CFO

• ✓ Degree in Business Administration (EBS in Oestrich-Winkel). Doctoral degree in Business Administration (University of Ulm)
• ✓ Worked at Goldman Sachs for 15 years
• ✓ Responsible for Finance, Controlling, Accounting, Corporate Communications, Legal, HR and Facility Management

…supported by strong second level management with local market expertise and know-how

Key performance indicators quarter over quarter (continuing operations)

	Q1 '14	Q2 '14	Q3 '14	Q4 '14	Q1 '15	Q2 '15	Q3'15	Q4'15	Q1'16	Q2'16	Q3'16	Q4'16	Q1 '17	Q2 '17
Site Visits (in thousand) ¹ 4	5,089	6,261	7,463	8,798	9,897	10,524	12,771	18,532	21,346	22,106	23,030	27,507	26,037	21,884
Mobile Visit Share (in % of Site Visits) 2	37.7%	45.4%	49.4%	50.0%	55.5%	57.4%	54.1%	55.2%	58.6%	62.0%	65.3%	66.7 %	68.6%	69.8%
Mobile Orders (in % of Number of Orders) 3	27.2%	32.3%	35.0%	36.0%	39.9%	40.3%	38.4%	39.0%	42.6%	43.9%	46.2%	48.7 %	46.3%	47.3%
Active Customers (in thousand) 4	302	332	382	442	496	546	670	859	928	965	998	1,065	1,073	1,103
Number of Orders (in thousand) 5	231	257	301	349	365	377	459	603	594	532	537	674	630	580
Average Orders per Active Customer (in number of Orders) 6	2.5	2.5	2.5	2.6	2.6	2.5	2.5	2.4	2.4	2.3	2.3	2.2	2.2	2.2
Orders from Repeat Customers (in thousand) 7	176	198	232	270	284	293	349	432	440	391	387	458	468	442
Share of Repeat Customer Orders (in % of Number of Orders) 8	80.9%	81.8%	82.1%	82.1%	81.9%	81.8%	80.7%	77.6%	77.4%	76.9%	76.2%	76.6 %	75.6%	76.2%
Gross Order Intake (in € thousand) 9	20,642	23,489	28,116	34,265	35,446	37,677	41,649	56,363	54,522	47,886	47,066	55,022	52,210	52,773
Average Order Value (in €) 10	89.5	91.3	93.5	98.2	97.2	99.9	90.8	93.5	91.9	90.0	87.6	81.6	82.9	91.0
Returns (in % of Gross Revenues from orders) 11	4.0%	4.3%	5.8%	3.5%	4.1%	5.1%	4.8%	3.6%	6.3%	5.8%	5.1%	3.9 %	3.9%	2.9%

Consolidation of Feedo

Consolidation of Bebitus

Definitions of key performance indicators

• 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. Until the end of 2016 we have also excluded visits from China because the most common online translation services on which most of our customers who ordered in our German shop for delivery to China relied to translate our website content were not able to do so from their mobile devices, and therefore very few of such customers ordered from their mobile devices. As we have started a customized website for our Chinese customers in December 2016 we include visits from China from Q1 2017 onwards. 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. From Q1 2017 onwards we include orders from China. Measured by Google Analytics.
• 4) We define Active Customers as the number of unique customers placing at least one order in one of our shops 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''. Cancelled orders are not included in the Number of Orders.
• 6) We define Average Orders per Active Customer as Number of Orders in the last twelve months divided by the number of Active Customers.
• 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 in the last twelve months.
• 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 Gross Revenues from Orders (until Q1 2017 in % of Net Merchandise Value)) as the returned amount in Euro divided by Gross Revenues from Orders in the measurement period. From Q2 2016 onwards including Bebitus and Feedo returns. Gross Revenues from Orders are defined as the total aggregated Euro amount spent by our customers minus cancellations but irrespective of returns. The Euro amount does not include value added tax. As the Gross Revenues from Orders do not exclude returns and include all marketing rebates it is more reasonable to use this KPI for the return rate calculation than the Net Merchandise Value. The change of the calculation logic has no material impact on the reported return rate. Therefore, the calculation has been changed accordingly from Q2 2017 onwards.

Appendix

Selected business segments and geographic data

Business segments								Geographic region (Total)
kEUR	H1 2017	H1 2016 R1	yoy growth	Q2 2017	Q2 2016 R1	yoy growth	kEUR	H1 2017	H1 2016 R1	yoy growth	Q2 2017
Revenues (continuing)	106,481	91,925	15.8%	54,602	44,886	21.6%	Revenues
German Shop	71,957	65,958	9.1%	36,616	31,163	17.5%
International Shops	34,616	26,009	33.1%	18,019	13,765	30.9%
Reconciling item	-92	-42	-	-33	-42	-	Rest of Europe3

Q2 yoy 2016 R1 growth
44,886 21.6%
13,068 -16.1%
19,135 42.6%
12,725 28.8%

Adj. EBIT2 (continuing)	-12,972	-12,727	-5,727	-6,259
% margin	-12.2%	-13.8%	-10.5%	-13.9%
German Shop	-9	-137	1,150	94
% margin	-0.0%	-0.2%	3.1%	0.3%
International Shops	-5,168	-5,956	-2,795	-3,053
% margin	-14.9%	-22.9%	-15.5%	-22.2%
Reconciling item	-7,795	-6,634	-4,082	-3,300

1 Restatement of 2016 comparative numbers comprises separate disclosure of continued and discontinued operations and restatements in connection with business combinations.

2 Adjusted to exclude share-based compensation, acquisition and integration and expansion costs as well as costs for reorganization and restructurings under corporate law as well as one-time costs for ERP system change.

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.

.

Income statement (continuing operations)

kEUR	H1 2017	H1 2016 R1	Q2 2017	Q2 2016 R1
Revenues	106,481	91,925	54,602	44,886
Cost of sales	-80,267	-65,525	-40,488	-31,717
Gross profit	26,214	26,400	14,114	13,169
% margin	24.6%	28.7%	25.8%	29.3%
Selling and distribution expenses	-32,434	-33,694	-16,310	-16,758
Administrative expenses	-12,945	-11,917	-7,833	-5,607
Other operating income	654	607	394	520
Other operating expenses	-596	-595	-507	-518
EBIT	-19,080	-19,199	-10,142	-9,194
% margin	-17.9%	-20.9%	-18.6%	-20.5%
Financial result	-10	806	5	757
EBT	-19,090	-18,393	-10,137	-8,437
% margin	-17.9%	-20.0%	-18.6%	-18.8%
Income taxes	6	-8	3	-8
Profit or loss from continuing operations	-19,084	-18,401	-10,134	-8,445
% margin	-17.9%	-20.0%	-18.6%	-18.8%
EBIT	-19,080	-19,199	-10,142	-9,194
Share-based compensation	5,987	5,086	4,333	2,320
Acquisition, integration and expansion costs	224	566	106	108
Reorganization	-103	351	-24	103
Costs of restructuring under corporate law	-	132	-	67
One-time costs of ERP system change	-	337	-	337
Adjusted EBIT	-12,972	-12,727	-5,727	-6,259
% margin	-12.2%	-13.8%	-10.5%	-13.9%

1 Restatement of 2016 comparative numbers comprises separate disclosure of continued and discontinued operations and restatements in connection with business combinations.

Balance sheet and cash flow statement

Consolidated statement of financial position
kEUR	June 30, 2017	December 31, 2016 R3
Total non-current assets	34,812	35,520
Inventories	19,605	21,645
Prepayments	786	374
Trade receivables	2,156	2,508
Miscellaneous other current assets1	10,819	10,326
Cash and cash equivalents	38,462	51,302
Total current assets	71,828	86,155
Total assets	106,640	121,675
Issued capital	26,318	26,318
Share premium	165,562	159,993
Treasury shares	-370	-370
Accumulated loss	-124,557	-105,473
Cumulated other comprehensive income	-53	-233
Total equity	66,900	80,235
Total non-current liabilities	6,796	7,004
Other provisions3	271	424
Financial liabilities	69	64
Trade payables	17,413	17,517
Deferred revenue3	3,119	4,555
Miscellaneous current liabilities2	12,126	11,876
Total current liabilities	32,944	34,436
Total equity & liabilities	106,640	121,675

Consolidated statement of cash flows
kEUR	H1 2017	H1 2016	Q2 2017	Q2 2016
Net cash flows from/used in operating activities	-13,114	-20,884	-5,975	-11,851
Net cash flows from/used in investing activities	297	-622	378	274
Net cash flows from/used in financing activities	-26	-53	-50	-34
Cash and cash equivalents at the beginning of the period	51,302	88,678	44,112	78,730
Net increase/decrease in cash and cash equivalents	-12,843	-21,559	-5,647	-11,611
Cash and cash equivalents at the end of the period	38,462	67,116	38,462	67,116

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

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

3 Restatement of 2016 comparative numbers from adoption of IFRS 15: recognition of loyalty bonuses within deferred revenues as part of contract liabilities.

Share information windeln.de SE

1) As of December 31, 2016

Disclaimer: The shareholder structure pictured above is based on the published voting rights announcements and company information. Windeln.de SE assumes for the correctness, completeness or currentness of the figures

*Free float stands at 31.19% according to the definition of Deutsche Börse ** Aggregate sharholding of the founders