windeln.de SE — Investor Presentation 2020

Jul 1, 2020

windeln.de SE Company Presentation

July 2020

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.

Investment Highlights

windeln.de is one of the leading online retailers for baby, children and family products in Europe and China

windeln.de has a strong expertise selling products in crossborder e-commerce (CBEC) to Chinese customers

All important Chinese payment methods 中国 Customer service in Vietnam Web-Shop in Chinese Present in social media Direct Express Delivery Bonded warehouse Team in China I and II Server in China windeln.de shop in Chinese www.windeln.com.cn windeln.de Flagship store on Tmall Global https://windelnde.tmall.hk/ Our China sales channels and expertise… China App Business cooperation Business cooperation

…in the highly attractive Chinese CBEC market for European (esp. German) products

China Business

windeln.de focuses on the categories with the highest penetration of CBEC to China

Online penetration by product category (CBEC compared to domestic e-commerce)

Source: KantarConsulting

China Business

CBEC significant market with high growth rates

Source: Consulate General of the Kingdom of the Netherlands in Shanghai; 2019; cross-border e-commerce guidebook

We therefore put a strong focus on our attractive Chinese business, which accounts for 70% of revenues

Significant revenue growth...

…which needs capital

Cooperations with Bodyguard and Holland at Home to extend product offering and sales channels to China

Partner	windeln.de benefits
Bodyguard German online pharmacy (www.bodyguardapotheke.com) with strong cross-border e-commerce business to China (https://www.ba.de/)	Product sourcing	• Pharmaceutical and medical products (OTC) • EUR 17.9bn market in China
Holland at Home Dutch online supermarket (www.holland-at-home.com/en/)	Use of more than 25 sales channels to China Access to high quality nutrional	(e.g. Hipac, Pinduoduo International, Little Red Book & Dingxiangmama)
with strong cross-border e-commerce business to China (https://cn.holland-at-home.com)	supplements	through "House of Nutrition" (affiliate of Holland at Home, www.houseofnutrition.de)

Strategy for DACH focused on developing into the leading online retailer for family products

Restructuring

Since 2018 several efficiency and profitability measures were executed…

…with significant progress

Improvement of product margins (DACH, margin1)

Reduction of headcount (active FTEs) New offerings for our customers

Pregnancy app, Storchenbox, new search, new categories

* Based on management reporting

Current projects

Ongoing initiatives to drive business and financials

• Introduction Sourcing Tool
• Outsourcing of IT Shop Platform and PIM
• Outsourcing IT Shop development Romania
• Office move to lower cost location in Munich
• German warehouse move
• Exploration Divestiture of Bebitus

• Build-up of team and competence in China
• Extension product range and increasing sales channels
• Extension of business model (e.g. import from China)
• VAT refund
• Net working capital financing explored

April 2020: Sale hygiene articles EUR 7.1m

Financials improved in Q1 year over year

	Full year				By quarter
EUR million % of revenues	FY 2018	FY 2019		Q1 2019	Q1 2020
Revenues	104.8			17.2	14.9
Gross profit1	24.8%	24.9%		26.3%	26.1%
Fulfilment costs2	(16.3)%	(13.4)%		(16.6)%
Marketing costs3	(4.8)%	(4.4)%		(4.3)%	(4.3)%
Operating contr.	3.9	5.8		0.9	1.6
Operating contr.	3.8%	7.0%		5.4%	10.8%
Other SG&A4	(22.5)	(19.6)		(4.0)	(4.0)
Other SG&A4	(21.6)%	(23.8)%		(22.9)%
Adj. EBIT5	(18.5)	(13.8)		(3.0)	(2.4)
Adj. EBIT5	(17.8)%	(16.8)%		(17.6)%
Total cash avail.	11.1	8.4		15.5	11.9

Full year	By quarter
FY 2019		Q1 2019	Q1 2020
		17.2	14.9
24.9%		26.3%	26.1%
(13.4)%		(16.6)%	(11.0)%
(4.4)%		(4.3)%	(4.3)%
5.8		0.9	1.6
7.0%		5.4%	10.8%
(19.6)		(4.0)	(4.0)
(23.8)%		(22.9)%	(27.0)%
(13.8)		(3.0)	(2.4)
(16.8)%		(17.6)%	(16.3)%
8.4

Yoy Development 82.3 Profitability and liquidity focus Driven by sales mix; lower warehouse rent in Germany Lowered in absolute terms Driven by sales mix; Europe improved Improved; China VAT refund Team-build in China started in March; Q2 will be higher Improved

Capital increase; NWC build-up required

Note: 1,2,3,4,5 see appendix for definitions. Quarterly Financials excluding bebitus

Cash Flow

Inventory levels higher due to stocking of Bonded Warehouses; further increase required

Note: Net Working Capital (NWC) defined as inventories, prepayments, trade receivables, accrued advertising subsidies, vendors with credit balance, net VAT assets/liabilities minus trade payables and deferred revenues. Numbers including Bebitus Group

Outlook

Outlook 2020: profitable revenue growth

Appendix

Shareholder Structure

As of June 2020

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: 8,160,245 Free Float (<3%): 19,43%

* Based on percentage ownership from last notification of voting rights.

Key performance indicators quarter over quarter from continuing operations (ex. Bebitus)

Excl. pannolini, Feedo and Bebitus	Q1 '18	Q2 '18	Q3 '18	Q4'18	Q1' 19	Q2 ' 19	Q3' 19	Q4'19	Q1'20
Site Visits (in thousand) ¹ 4	10,462	9,411	7,681	9,869	6,787	6,157	6,672	6,130	4,299
Mobile Visit Share (in % of Site Visits) 2	80.4%	82.7%	74.7%	83.5%	80.1%	80.8%	74.2%	86.3%	84.1%
Mobile Orders (in % of Number of Orders) 3	54.5%	56.6%	55.2%	60.9%	61.2%	59.9%	61.7%	59.0%	59.5%
Active Customers (in thousand) 4	355	334	329	305	355	334	329	305	299
Number of Orders (in thousand) 5	241	203	176	209	150	138	146	138	124
Average Orders per Active Customer (in number of Orders) 6	2.0	2.2	2.1	2.1	2.1	2.2	2.0	2.1	1.8
Orders from Repeat Customers (in thousand) 7	302	233	192	195	110	102	105	101	85
Share of Repeat Customer Orders (in % of Number of Orders) 7	87.05%	74.91%	79.76%	82.56%	74.82%	73.84%	72.59%	72.08%	70.96%
Gross Order Intake (in kEUR) 8	21,403	18,049	15,696	18,703	13,399	12,899	12,561	13,346	11,597
Average Order Value (in EUR) 9	88.92	88.73	89.01	89.55	89.59	93.78	86.10	96.79	93.38
Returns (in % of Gross Revenues from orders) 10	3.6%	3.9%	4.3%	3.2%	3.4%	2.5%	2.9%	2.2%	4.6%

KPIs

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 offered products, the effectiveness of our marketing campaigns and the popularity of our online shops. Measured by Google Analytics.
• 2) We define mobile visit share (as % 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. Site visits of our online magazine are excluded. Additionally, we excluded visits from China until end of 2016, 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. Therefore, only few Chinese customers ordered via their mobile devices. Due to the launch of our website in Chinese language in December 2016, site visits from China are included since Q1 2017. Measured by Google Analytics.
• 3) We define mobile orders (as % 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. Since Q1 2017, orders from China are included. 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''. Cancellations are deducted from the number of orders.
• 6) We define average orders per active customer as number of orders divided by the number of active customers in the last 12 months.
• 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. The share of repeat customer orders represents the number of orders from repeat customers in the last twelve months divided by the number of orders in the last twelve months.
• 8) 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.
• 9) We define average order value as gross order intake divided by the number of orders in the measurement period..
• 10) We define returns (as % of gross revenues from orders) as the returned amount in Euro divided by gross revenues from orders in the measurement period. Since Q2 2016 including Bebitus 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.Until Q1 2017 returns were calculated in relation to the net merchandise value. As the gross revenues from orders do not exclude returns and include all marketing rebatesdiscounts, 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. The new calculation method is applied from Q2 2017 onwards.

Footnotes to page 14

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 shops 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 shops closure.
• 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 shops 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 other SG&A expenses exclude expenses from share-based compensation, reorganization measures, acquisitions, the warehouse move, impairments of purchased intangible assets (if applicable in the reporting period) and income and expenses incurred in the shop pannolini.it until the shop's closure.
• 5 Adjusted for expenses and income in connection with share-based compensation, reorganization measures, acquisitions, the warehouse move, impairments of purchased intangible assets (if applicable in the reporting period) and income and expenses of the closed shop pannolini.it.

Financial statements

Q1 2020 income statement from continuing operations (ex. Bebitus)

kEUR	Q1 2019R	Q1 2020
Revenues	17,245	14,929
Cost of sales	-12,712	-11,037
Gross profit	4,533	3,892
% margin	26.3%	26.1%
Selling and distribution expenses	-6,188	-4,911
Administrative expenses	-1,602	-1,519
Other operating income	211	365
Other operating expenses	-53	-57
EBIT	-3,099	-2,230
% margin	-18.0%	-14.9%
Financial result	-21	-15
EBT	-3,120	-2,245
% margin	-18.1%	-15.0%
Income taxes	-3	2
Profit or loss from continuing operations	-3,123	-2,247
% margin	-18.1%	-15.1%
Profit or loss after taxes from discontinued operations	-980	-934
Profit or loss for the period	-4,103	-3,181
EBIT	-3,099	-2,230
Share-based compensation	86	7
Reorganization	-14	-
Effects of deconsolidation	-	-207
Adjusted EBIT	-3,027	-2,430
% margin	-17.6%	-16.3%

Q1 2020 Balance sheet and cash flow statement from continuing operations

Consolidated statement of financial position			Consolidated statement of cash flows
kEUR	March 31, 2019	March 31, 2020	kEUR	Q1 2019R
Total non-current assets	3,641	2,024	Net cash flows from/used in operating
Inventories	7,339	6,132	activities	-5,284
Prepayments	1	13
Trade receivables	838	861	Net cash flows from/used in investing activities	-27
Miscellaneous other current assets1	4,613	4,004
Cash and cash equivalents	8,377	11,742	Net cash flows from/used in financing activities	9,670
Total current assets	21,168	22,752
Total assets	24,809	28,880	Cash and cash equivalents at the beginning of the period	11,136
Issued capital	2,989	8,160	Net increase/decrease in cash and	4,359
Share premium	172,904	173,581	cash equivalents
Accumulated loss	-160,734	-163,915	Cash and cash equivalents at the end	15,504
Cumulated other comprehensive income	200	-9	of the period
Total equity	15,359	17,817
Total non-current liabilities	101	230
Other provisions	288	320
Financial liabilities	519	462
Trade payables	3,639	5,188
Deferred revenue	2,287	2,056
Miscellaneous current liabilities2	2,616	2,405
Total current liabilities	9,349	10,431	and other current non-financial assets.
Total equity & liabilities	24,809	28,880	and other current non-financial liabilities.

kEUR	Q1 2019R	Q1 2020
Net cash flows from/used in operating activities	-5,284	-1,946
Net cash flows from/used in investing activities	-27	-63
Net cash flows from/used in financing activities	9,670	5,536
Cash and cash equivalents at the beginning of the period	11,136	8,377
Net increase/decrease in cash and cash equivalents	4,359	3,527
Cash and cash equivalents at the end of the period	15,504	11,905

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.