windeln.de SE — Investor Presentation 2017

May 9, 2017

May 9, 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

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Summary

Continuous strong international growth and focus on structural business improvements ⁻ Outsourcing of customer service to Hungary completed ⁻ PostNL as additional distribution partner for orders to China • Revenues EUR 51.9m (+10.3% growth year over year) ⁻ Strong growth from International Shops segment (+35.6% yoy) and region China (+8.6% yoy) ⁻ Lower revenues in the DACH region (-6.6% yoy) due focus on profitability (SKU reduction, lower marketing)

• Progress on structural improvements of the business ⁻ German online shop switched to new group-wide shop IT platform

• Operating contribution margin at 1.9% slightly lower than in previous year ⁻ Low gross profit margin of 23.3% reflects high consumables product share (esp. China) ⁻ Marketing cost ratio at 6.0% at lowest level since start of European internationalization in 2015 Adj. EBIT at EUR -7.2m (-14.0%) at same level as in previous year ⁻ Overall, in line with our expectation given that measures to improve costs only materialize over time ⁻ Other adj. SG&A EUR 8.2m (15.8% of revenues) on relative basis lower than previous year (EUR 7.8m; 16.5%)

• despite costs for temporarily parallel customer service operations during outsourcing and STAR costs ⁻ No significant adjustments of EBIT other than share based compensation (primarily from acquisitions) Liquidity position remains strong with EUR 48.2m

⁻ Operating cash flow of EUR -7.1m compared to EUR -9.6m in Q4 2016 • Unchanged mid-term guidance avg. 15+% annual revenue growth and adj. EBIT break-even in course of 2019 ⁻ +7 to +8% EBIT impact from full implementation of STAR measures and approx. 2% p.a. from growth

We continue to improve our business

Business Update	We continue to improve our business		STAR
New shop system	Tmall Global award	Striving to be #1 for our customers Post NL	Customer service
 Identical system platform for all windeln.de shops  Improved, responsive design: website adapts easily on mobile devices  Modern architecture based on microservices	 Award for "most popular international brand"  Received for strong performance on B2C platform Tmall Global (Alibabas e-marketplace)	 Additional partner cross border e-com. China  Better service for customers  More efficient logistics service	 Outsourcing of customer service to Hungary completed  Improving service level, scalablity and operational efficiency
Customer experience; efficiency	Competitiveness in China	Customer experience; cost efficiency	Customer service; cost efficiency

windeln.de with highest online shop awareness for diapers in Germany

2% 8% 10% 12% 20% 24% 24% 41% 49% real.de baby-walz.de ebay.de pampers.de baby-markt.de dm.de rossmann.de amazon.de windeln.de Online-Shop awareness for diapers1) *1) Which Internetshops do you know where you can purchase diapers? (Welche Internetshops / Anbieter im Internet, bei denen Sie Windeln einkaufen können, kennen Sie - wenn auch #1

Source: INNOFACT AG Research & Consulting, April 2017, n=400

nur dem Namen nach?"

KPIs

6

(Europe) shown.

International business as growth driver

Revenues

International business now accounts for approx. 75% of our revenues

Revenues in Q1 typically lower than in Q4

China and DACH quarterly revenues (EURm)

Focus on profitability in Germany

1.8 1.3 1.2 1.8 3.0 (6.3%) 3.1 (6.0%) 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 Q1 '16 Q1 '17 DACH (1) Intl. 1) Includes marketing costs for windeln.de (EU) and windeln.ch. • Increase revenue share of non-consumable products & cross-selling ⁻ Nakiki shop ⁻ Customer relationship management ⁻ Private label • Assortment discipline ⁻ Reduction in # of suppliers/SKUs ⁻ Increase in margin per category • Increased free-shipping minimim order value • Lowering of marketing expenses -24% +45% Marketing costs (EURm, % of revenues) Revenues (EURm) DACH 14.3m 13.3m Intl. 32.8m 38.5m

Margins

Group EBIT at same level as in previous year

	Q1 2016	Q4 2016	Q1 2017
Revenues EUR m % of Revenues	47.0	57.1	51.9	Comments on Q1
Gross profit (IFRS)	28.1%	23.6%	23.3%	High share of consumables (esp. China)
1 Fulfilment costs	(19.0)%	(15.6)%	(15.4)%	China
2 Marketing costs	(6.3)%	(6.5)%	(6.0)%	Marketing spent lowered in German business
Operating contribution	2.8%	1.9%	1.9%	Absolute other SG&A amount in Q1 (EUR
3 Other SG&A	(16.5)%	(14.8)%	(15.6)%	8.2m) lower than in Q4 (EUR 8.4m) despite additional expenses for parallel operations of customer service during outsourcing
4 Adjusted EBIT	(13.8)%	(12.9)%	(14.0)%	In line with our expectation; same level as in previous year despite additional costs due to STAR implementation; overall low level of operational EBIT adjustment items
Note: Adjusted continuing operations shown (i.e. excluding discontinued segment Shopping Clubs). 1 the reorganization of the Swiss and Spanish warehouses. 2 our marketing tools. 3 with the expansion of the Group as well as for expenses for reorganization, internal restructuring measures and ERP system change. 4 Excludes share-based compensation and IPO related expenses, acquisition and integration and expansion costs as well as costs for costs for ERP system change.				Consist of logistics and rental expenses, which are recognized within selling and distribution expenses in the consolidated statement of profit and loss. Adjusted fulfilment costs exclude costs in connection with Recognized within selling and distribution expenses and consist mainly of advertising expenses, including search engine marketing, online display and other marketing channel expenses, as well as costs for Defined as selling and distribution expenses, excluding marketing costs and fulfilment costs, and administrative expenses as well as other operating income and expenses. Adjusted other SG&A expenses exclude expenses in connection with share-based compensation as well as expenses and income in connection with the IPO, with acquisitions and integration of new subsidiaries and expenses in connection reorganization and restructurings under corporate law as well as one-time

11 costs for ERP system change.

Margins

Continuous margin improvement at International Shops

We continue to monitor our net working capital

measures last 12 months

• Stop of Nakiki flashsale
• Selldown of excess windeln.de inventory
• Reduction of # of brands/SKUs
• Monitoring max. days of inventory by category

Liquidity position remains strong

Cash Flow

Cash out lower in Q1 2017

Change in cash Q4 2015 to Q1 2016; cash as of 31-March 2017 (EUR m) (1)

No change to our mid-term outlook

Adj. EBIT margin in %

Questions

Key performance indicators quarter over quarter (continuing operations)

Appendix
Key performance indicators quarter over quarter (continuing operations)
							Consolidation of Feedo	Consolidation of Bebitus
	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
Site Visits (in thousand) ¹	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
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%
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%
Active Customers (in thousand) 4	302	332	382	442	496	546	670	859	928	965	998	1,065	1,073
Number of Orders (in thousand) 5	231	257	301	349	365	377	459	603	594	532	537	674	630
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
Orders from Repeat Customers (in thousand) 7	176	198	232	270	284	293	349	432	440	391	387	458	468
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%
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
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
Returns (in % of Net Merchandise Value) 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%

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 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 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 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 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.
• the measurement period. From Q1 2017 onwards we include orders from China. Measured by Google Analytics.
• period, irrespective of returns.

• 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 Cancelled orders are not included in the Number of Orders. 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 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. From Q2 2016 onwards including Bebitus and Feedo.

• added tax and excludes marketing rebates.

Selected business segments and geographic data

Appendix Selected business segments and geographic data
		Business segments						Geographic region (Total)
kEUR	2016	2015 R1	yoy growth	Q1 2017	Q1 2016 R1	yoy growth			yoy growth	2017
Revenues (continuing)	194,756	160,994	21.0%	51,879	47,039	10.3%	Revenues
German Shop	138,986	140,255	-0.9%	35,341	34,795	1.6%
International Shops	55,870	20,739	169.4%	16,597	12,244	35.6%	Rest of
Reconciling item	-100	-	-	-59	-	-	Europe3
Shopping Clubs	14,830	17,608	-15.8%	-	5,093	-100.0%
Adj. EBIT2 (continuing)	-26,712	-9,329		-7,245	-6,468
German Shop	-1,632	5,630		-1,159	-231
% margin	-1.2%	4.0%		-3.3%	-0.7%
International Shops	-11,439	-5,392		-2,373	-2,903
% margin	-20.5%	-26.0%		-14.3%	-23.7%
Reconciling item	-13,641	-9,567		-3,713	-3,334
Shopping Clubs	-4,878	-5,810		-	-1,226
	-32.9%	-33.0%		-	-24.1%

Business segments							Geographic region (Total)
	yoy growth	Q1 2017	Q1 2016 R1	yoy growth	kEUR	2016	2015 R1	yoy growth	Q1 2017	Q1 2016 R1	yoy growth
160,994	21.0%	51,879	47,039	10.3%	Revenues (continuing)	194,756	160,994	21.0%	51,879	47,039	10.3%
140,255	-0.9%	35,341	34,795	1.6%	DACH3	54,512	54,498	0.0%	13,343	14,281	-6.6%
20,739	169.4%	16,597	12,244	35.6%	China4	89,383	91,068	-1.9%	23,640	21,766	8.6%
					Rest of Europe3	50,861	15,428	229.7%	14,896	10,992	35.5%

Income statement (continuing operations)

Appendix
kEUR	2016	2015 R1	Q1 2017	Q1 2016 R1
Revenues	194,756	160,994	51,879	47,039
Cost of sales	-142,984	-118,405	-39,779	-33,808
Gross profit	51,772	42,589	12,100	13,231
% margin	26.6%	26.5%	23.3%	28.1%
Selling and distribution expenses	-68,413	-43,117	-16,124	-16,936
Administrative expenses	-18,804	-23,395	-5,112	-6,310
Other operating income	971	5,093	260	87
Other operating expenses	-839	-545	-62	-77
EBIT	-35,313	-19,375	-8,938	-10,005
% margin	-18.1%	-12.0%	-17.2%	-21.3%
Financial result	864	-2,980	-15	49
EBT	-34,449	-22,355	-8,953	-9,956
% margin	-17.7%	-13.9%	-17.3%	-21.2%
Income taxes	-16	5	3	0
Profit or loss from continuing operations	-34,465	-22,350	-8,950	-9,956
% margin	-17.7%	-13.9%	-17.3%	-21.2%
EBIT	-35,313	-19,375	-8,938	-10,005
Share-based compensation	5,597	10,940	1,654	2,766
Acquisition, integration and expansion costs	633	-576	118	458
IPO related expenses	-	-430	-	-
Reorganization	984	-	-79	248
Costs of restructuring under corporate law	139	112	-	65
One-time costs of ERP system change	1,248	-	-	-
Adjusted EBIT	-26,712	-9,329	-7,245	-6,468
% margin	-13.7%	-5.8%	-14.0%	-13.8%

Balance sheet and cash flow statement

Balance sheet and cash flow statement
Consolidated statement of financial position
	March 31,	December 31,
kEUR	2017	2016 R3	Net cash flows from/used in
Total non-current assets Inventories	36,155 20,668	35,520 21,645
Prepayments	334	374	Net cash flows from/used in
Trade receivables	2,199	2,508
Miscellaneous other current assets1	9,873	10,326	Net cash flows from/used in
Cash and cash equivalents	44,112	51,302
Total current assets	77,186	86,155	Cash and cash equivalents at
Total assets	113,341	121,675
			Net increase/decrease in
Issued capital	26,318	26,318
Share premium	161,599	159,993	Cash and cash equivalents
Treasury shares	-370	-370
Accumulated loss	-114,423	-105,473
Cumulated other comprehensive income	124	-233
Total equity	73,248	80,235
Total non-current liabilities	7,054	7,004
Other provisions3	292	424
Financial liabilities	106	64
Trade payables	16,157	17,517
Deferred revenue3	4,908	4,555
Miscellaneous current liabilities2	11,576	11,876
Total current liabilities	33,039	34,436
Total equity & liabilities	113,341	121,675

		Consolidated statement of cash flows
March 31,	December 31,	kEUR	2016	2015	Q1 2017	Q1 2016
2017	2016 R3	Net cash flows from/used in operating activities	-31,224	-22,244	-7,139	-9,033
		Net cash flows from/used in investing activities	-6,113	-16,271	-81	-869
9,873	10,326	Net cash flows from/used in financing activities	-39	93,356	24	-19
		Cash and cash equivalents at the beginning of the period	88,678	33,830	51,302	88,678
		Net increase/decrease in cash and cash equivalents	-37,376	54,841	-7,196	-9,948
		Cash and cash equivalents at the end of the period	51,302	88,678	44,112	78,730
292	424
4,908	4,555
11,576	11,876

Outstanding earn-out payments for feedo and bebitus acquisition

Appendix
acquisition
	Bebitus	Feedo
Purchase price paid (in 2015)	Cash: EUR 5,099k	Cash: EUR 7,000k Shares: 153,937
Earn out period	2015 – 2017	2015 – 2018
Fair value of outstanding earn out payments (as of 31-Mar-2017)	EUR 16,734k • Contingent purchase price consideration: EUR 3,369k • Equity-settled share-based payment: EUR 11,032k • Short-term benefit to management: EUR 2,333k	EUR 3,080k (before claim EUR 5,208k) • Contingent purchase price consideration: EUR 419k (before claim EUR 2,333k) • Equity-settled share-based payment: EUR 2,661k (before claim EUR 2,875k)
Outstanding earn-out payments (by period)	• 2015: Cash • 2016: Shares => Payout for 2015/16: not paid out yet; in discussions • 2017: Shares	• 2015: Cash and Shares • 2016: Shares => Payout for 2015/16: EUR 184k cash and 312,428 windeln.de shares • 2017: Shares • 2018: Shares

Overview of STAR measures

6 Enhance management team

5 Improve China business

1 Focus of business model

4 Create operational excellence

2 Focus of products

3 Leverage European footprint • Central purchasing • Relocate central warehouse • Integrate Feedo & Bebitus • Relocate customer service