windeln.de SE — Investor Presentation 2018

Sep 1, 2018

windeln.de Company Overview

September 2018

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.

By attending, reviewing, accepting or consulting this Presentation you will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this notice.

Family transition

Earlier Nowadays

Clear role distribution Different forms of lifestyle and modern role distribution

Snapshot

Online retailer for baby and toddler products developing to e-tailer for young families

6 European countries + China	700+ thousand	50,000+
DACH, SP, FR, PT, CN	Active customers in Europe and China	Product range
1+ million	12+ million	~150m EUR
Number of orders from repeat customers last 12 months	Site visits last 12 months	LTM Revenues

Note: Continued business excl. Feedo due tsigned sale agreement

Attractive, growing and non-cyclical market

Market for baby and toddler products

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

7

We serve the high demand from Chinese end-consumers

Cross-border e-commerce (CBEC) market driven by

• Food scandals
• Pollution
• Rising income levels
• Fake products

Strong development in China CBEC retail sales

30.1 57.1 85.8 110.7 129.1 144.2 157.7 0 50 100 150 200 2014 2015 2016 2017 2018e 2019e 2020e Annual market revenue (Unit: USD bn) CAGR 14-20: 32%

Most popular product categories in China CBEC

We address Chinese customers through various distribution channels

Platform business

We developed a strong competence in the Chinese crossborder e-commerce market

Restructuring priorities for 2018

We streamline the business and create a leaner organization to lay the foundation for a structural profitable business and sustainable growth going forward

Strategic projects as drivers for future customer acquisition and sales growth

Latest Financials

EUR m % of Revenues	Q1 2017	Q2 2017	Q3 2017	Q4 2017	2017	Q1 2018	Q2 2018
Revenues	46.6	48.3	47.2	46.2	188.3	32.8	23.5
Gross profit1	23.8%	26.8%	25.7%	25.8%	25.5%	24.7%	24.0%
Fulfilment costs 2	(15.7)%	(14.5)%	(14.2)%	(15.5)%	(14.9)%	(15.9)%	(19.7)%
Marketing costs 3	(5.6)%	(4.8)%	(4.4)%	(4.4)%	(4.8)%	(4.6)%	(4.6)%
Operating contr.	1.2	3.7	3.4	2.8	11.0	1.3	0.1
Operating contr.	2.5%	7.6%	7.1%	6.0%	5.8%	4.1%	(0.2)%
Other SG&A 4	(7.7)	(8.6)	(7.9)	(8.1)	(32.3)	(6.5)	(5.8)
Other SG&A 4	(16.6)%	(17.8)%	(16.7)%	(17.4)%	(17.1)%	(20.3)%	(24.6)%
Adj. EBIT 5	(6.6)	(5.0)	(4.5)	(5.3)	(21.3)	(5.2)	(5.9)
Adj. EBIT 5	(14.1)%	(10.3)%	(9.6)%	(11.4)%	(11.3)%	(16.2)%	(24.9)%

Note: 1,2,3,4,5 see appendix for definitions

Measures in 2018 on the way to break-even

Adj. EBIT break-even targeted for early 2019

Liquidity position improved

Appendix

Shareholder structure

Supervisory Board members

Willi Schwerdtle (Chairman) Dr. Hanna Eisinger (get2trade)

Dr. Christoph Braun (Acton Capital) Tomasz Czechowicz (MCI Capital)

Dr. Edgar Carlos Lange (Lekkerland) Clemens Jakopitsch (Behördenengineering Jakopitsch)

1) As of August 29, 2018

Disclaimer: The shareholder structure pictured above is based on the published voting rights announcements and company information. windeln.de SE assumes no responsibility for the correctness, completeness or currentness of the figures. Total number of shares: 31,136,470

*Free float according to the definition of Deutsche Börse

** Aggregate shareholding of the founders (Alexander Brand & Konstantin Urban)

Key performance indicators quarter over quarter

Excl. pannolini and Feedo	Q1 '17	Q2 '17	Q3 '17	Q4 '17	Q1 '18	Q2 '18	H1 '18
Site Visits (in thousand) ¹ 4	22,549	18,119	18,340	16,800	12,255	9,127	21,382
Mobile Visit Share (in % of Site Visits) 2	70.5%	71.4%	74.1%	75.0%	72.3%	71.8%	72,1%
Mobile Orders (in % of Number of Orders) 3	47.9%	48.8%	49.6%	52.7%	53.3%	55.2%	54.2%
Active Customers (in thousand) 4	900	915	919	859	742	681	681
Number of Orders (in thousand) 5	523	468	457	464	330	283	614
Average Orders per Active Customer (in number of Orders) 6	2.2	2.2	2.2	2.2	2.0	2.2	2.2
Orders from Repeat Customers (in thousand) 7	391	354	424	352	302	233	535
Share of Repeat Customer Orders (in % of Number of Orders) 8	75.7%	76.2%	84.6%	76.6%	87.0%	74.9%	74.9%
Gross Order Intake (in kEUR) 9	45,166	45,712	43,463	43,214	29,774	25,514	55,288
Average Order Value (in EUR) 10	86.3	97.6	95.1	93.2	90.2	90.0	90.1
Returns (in % of Gross Revenues from orders) 11	3.9%	2.8%	2.9%	3.0%	3.4%	3.6%	3.5%

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 and mobile apps divided by the total number of Site Visits in the measurement period. We have excluded visits to our online magazine and until the end of 2016 we also excluded visits from China. We excluded 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. 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 and mobile apps divided by the total Number of Orders in the measurement period. We have included orders from China from Q1 2017 onwards. 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.

Footnotes to page 12

Note: Adjusted continuing operations shown (i.e. excluding discontinued operation Feedo Group).

• 1 The adjustments of gross profit relate to income expenses of the shop pannolini.it until the shop´s closure, and expenses for share-based compensation.
• 2 Fulfilment costs consist of logistics and warehouse rental expenses which are recognized within selling and distribution expenses in the consolidated statement of profit and loss. Fulfilment expenses incurred in the shop pannolini.it are adjusted until the shop´s closure. In 2017, costs related to the closure of the Swiss location and income from the release of provisions for onerous contracts are adjusted.
• 3 Marketing costs mainly consist of advertising expenses, including search engine marketing, online display and other marketing channel expenses, as well as costs for the marketing tools of the Group. Marketing expenses incurred in the shop pannolini.it are adjusted until the shop´s closure.
• 4 Other selling, general and administration expenses (other SG&A expenses) consist of selling and distribution expenses, excluding marketing costs and fulfilment costs, and administrative expenses as well as other operating income and expenses. Adjusted SG&A expenses exclude expenses from share-based compensation, reorganization measures and income and expenses incurred in the shop pannolini.it until the shop´s closure. Furthermore, expenses for the integration of subsidiaries were adjusted in the comparative period.
• 5 Adjusted for expenses and income in connection with share-based compensation, reorganization measures and income and expenses of the closed shop pannolini.it. In the prior year comparative period, expenses for the integration of subsidiaries were adjusted.

Income statement (continuing operations)

kEUR	2017 R*	H1 2017 R*	H1 2018	Q2 2017 R*	Q2 2018
Revenues	188,332	94,909	56,371	48,342	23,548
Cost of sales	-140,206	-70,581	-42,912	-35,372	-17,959
Gross profit	48,126	24,058	13,459	12,952	5,589
% margin	25.6%	25.3%	23.9%	26.8%	23.7%
Selling and distribution expenses	-62,089	-29,103	-21,637	-14,544	-9,307
Administrative expenses	-20,377	-11,889	-4,291	-7,381	-1,707
Other operating income	708	297	479	224	317
Other operating expenses	-649	-491	-456	-465	-351
EBIT	-34,281	-17,128	-12,446	-9,214	-5,459
% margin	-18.2%	-18.0%	-22.1%	-19.1%	-23.2%
Financial result	1,081	-36	-20	-10	1
EBT	-33,200	-17,164	-12,466	-9,224	-5,458
% margin	-17.6%	-18.1%	-22.1%	-19.1%	-23.2%
Income taxes	2,954	3	-14	1	-11
Profit or loss from continuing operations	-30,246	-17,161	-12,480	-9,223	-5,469
% margin	-16.1%	-18.1%	-22.1%	-19.1%	-23.2%
Profit or loss from discontinued operations	-7,573	-2,079	-9,862	-982	-985
Profit or loss for the period	-37,819	-19,240	-22,342	-10,205	-6,454
EBIT	-34,281	-17,128	-12,446	-9,214	-5,459
Share-based compensation	8,231	5,503	-387	4,190	-472
Acquisition, integration and expansion costs	90	198	-	80	-
Reorganization	94	-103	1,058	-24	2
Intangible assets	4,547	-	-	-	-
Closure pannolini.it	-	-	714	-	74
Adjusted EBIT	-21,319	-11,530	-11,061	-4,968	-5,855
% margin	-11.3%	-12.1%	-19.8%	-10.3%	-24.9%

Balance sheet and cash flow statement

Consolidated statement of financial position
kEUR	December 31, 2017 R	March 31, 2018	June 30, 2018
Total non-current assets	22,714	12,856	12,534
Inventories	19,174	19,663	12,886
Prepayments	332	88	82
Trade receivables	2,258	1,360	1,151
Miscellaneous other current assets1	11,052	12,717	6,532
Cash and cash equivalents	26,465	11,920	15,354
Total current assets	59,281	45,748	36,005
Assets classified as held for sale	-	3,036	2,874
Total assets	81,995	61,640	51,413
Issued capital	28,472	31,101	31,136
Share premium	168,486	170,993	170,437
Accumulated loss	-143,427	-159,315	-165,769
Cumulated other comprehensive income	-298	-283	18
Total equity	53,233	42,496	35,822
Total non-current liabilities	2,289	607	545
Other provisions	315	629	185
Financial liabilities	3,575	57	54
Trade payables	14,779	8,245	5,919
Deferred revenue	3,057	2,390	1,947
Miscellaneous current liabilities2	4,747	4,180	4,067
Total current liabilities	26,473	15,501	12,172
Liabilities directly associated with the assets held for sale	-	3,036	2,874
Total equity & liabilities	81,995	61,640	51,413

Consolidated statement of cash flows
kEUR	2017	H1 2017	H1 2018	Q2 2017	Q1 2018	Q2 2018
Net cash flows from/used in operating activities	-27,963	-13,114	-13,784	-5,975	-16,214	2,430
Net cash flows from/used in investing activities	-201	-328	1,387	378	503	884
Net cash flows from/used in financing activities	3,339	-26	1,590	-50	1,571	19
Cash and cash equivalents at the beginning of the period	51,302	51,302	26,465	43,487	26,465	12,324
Net increase/ decrease in cash and cash equivalents	-24,825	-13,468	-10,807	-5,647	-14,140	3,333
Cash and cash equivalents at the end of the period	26,465	37,837	15,656	37,837 3	12,324	15,656

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 Thereof EUR 15,354k attributable to continuing operations and EUR 302k attributable to disposal group.

windeln.de SE financial calendar H2 2018

Event, City	Date
ZKK Zürcher Kapitalmarkt Konferenz, Zurich	5 September 2018
Berenberg / Goldman Sachs – German Corporate Conference, Munich	25-26 September 2018
windeln.de Capital Markets Day, Munich	4 October 2018
Publication of nine months/Q3 results 2018	8 November 2018
Deutsches Eigenkapitalforum, Frankfurt	26-28 November 2018