windeln.de SE — Investor Presentation 2020

Jan 2, 2020

January/February 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 strong expertise selling products in crossborder e-commerce (CBEC) to Chinese customers

Chinese e-commerce volume 2018

Chinese CBEC volume 2018

Births in China

in 2018

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

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

Partner	Both companies windeln.de benefits also participate in
Bodyguard German online pharmacy (www.bodyguardapotheke.com) with strong cross-border e-commerce business to China (https://www.ba.de/)	capital increase Product sourcing • Pharmaceutical and medical products (OTC) • EUR 17.9bn market in China → Revenues in low double-digit million Euro range expected in 2020
Holland at Home	Use of more than 25 sales channels to China
	(e.g. Hipac, Pinduoduo International, Little Red Book & Dingxiangmama)
Dutch online supermarket (www.holland-at-home.com/en/)	Access to high-quality nutrional supplements
with strong cross-border e-commerce business to China (https://cn.holland-at-home.com)	through "House of Nutrition" (affiliate of Holland at Home, www.houseofnutrition.de) → Revenues in low double-digit million Euro range expected in 2020

Strategy for DACH and Rest of Europe focused on developing into the leading online retailer for familiy products

Since beginning of 2018 several efficiency and profitability measures were executed…

February 2018: Announcement of efficiency and profitability measures	March 2018: Assortment deep dive in all shops Establishment of new listing rules	July 2018: One-domain strategy implemened in DACH	July September 2018: Marketing strategy changed Focus on direct traffic		February March 2019: New Pricing tool Omnia introduced New Head of Bebitus Santiago Jocano	November December 2019: Opening of second bonded warehouse in Ningbo First China VAT refund of EUR 0.9 million
February 2018: DACH reorganization Closing of pannolini.it	May 2018: Matthias Peuckert joined windeln.de Mgmt. Identification of new profitable assortment Inventory clean-up	August 2018: Divestiture of Feedo All shops on same technical infrastructure		October 2018: New head of DACH Stephan Bölte		September 2019: Marketing and customer service cooperation with Langtao started

…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

Restructuring

Improvements in profitability, operating contribution, costs and cash flow over time

Key risks and mitigation measures

Potential Risks	Description	Mitigation measures
Liquidity given negative cash flow	• windeln.de not profitable yet; cash burn (excl. financing) in 2019 EUR 12.2m	• Continuous operational improvements • Improved net working capital • Capital increase + China VAT refund
Dependency on China	• Approx. 60% of Group revenues from China business	• Sustainable customer demand (15m births each year, purchasing power, German quality products) • Strong expertise for China
Dependency on suppliers	• Approx. 70% of total sourcing volume from top three suppliers	• Mutual benefits for supplier and WDL • Long-term relationships; selective distribution partnerships • Regular communication

Business and financial outlook for 2020/21

Business targets	Financial targets
• Execute efficiency projects • IT shop outsourcing • Central warehouse move • Sourcing tool	• Significant double-digit revenue growth • Significant improvement of adj. EBIT
• Build up new product categories • Pharma & medical products • Bodyguard cooperation • Build up new sales channels • We Chat mini program • Holland at Home cooperation	• Further VAT inflows of at least EUR 2.1 million • Further net working capital improvements • Capital increase

Break-even on basis of adj. EBIT expected for Q1 2021

Capital increase to fund the further progress of the company

Subscription price	EUR 1.20 per share (31% discount to closing price 10-Jan-2020)
Offering structure	Public offering Private placement • 2,501,093 shares offered • 2,670,051 shares (up to EUR 3.2 million) + (up to EUR 3.0 million) remaining shares from public offering; • Participation through exercise of • Participation via buying order subscription rights + additional subscription rights ("Mehrbezug")
Subscription / Offer period	23rd th Jan – 5 Feb 2020	Buying order	• Buying order to be submitted and payment received by bank latest by 5th Feb 2020
Subscription ratio	1 : 1.73 (1.73 new shares for 1 old one)		• Binding commitment agreements of EUR 2.75 million already received
Volume	• Up to 5,171,144 new shares • Total proceeds: up to EUR 6.2 million • Trading admission of shares in Open Market (Freiverkehr) expected in Q2 2019; afterwards application for admission to trading in the Regulated Market
Issuing bank	Quirin Privatbank AG
Use of proceeds	• Strengthen windeln.de's liquidity position to cover negative cash-flows • Finance the build-up of net working capital necessary for growth in China • Finance projects: e.g. IT Outsourcing and central warehouse move in Germany 2020 14

See Rights Offering on corporate.windeln.de

Contact details windeln.de

Sophia Kursawe (Investor Relations): investor.relations@windeln.de /sophia.kursawe@windeln.de

Phone: +49 159 04380120 / +49 89 4161715265

Corporate website: corporate.windeln.de

Appendix

Shareholder structure and supervisory board

Shareholder structure*

Basic share data

WNDL20
DE000WNDL201
Frankfurt Stock Exchange
No-par value bearer shares
May 6, 2015
Pareto Securities
2,989,101
EUR 2,989,101

*As of January 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: 2,989,101

Supervisory Board members

Willi Schwerdtle (Chairman)

Weijian Miao (Deputy Chairman) (Summit Asset Management)

Dr. Edgar Carlos Lange (Lekkerland)

Xiao Jing Yu (Russell Reynolds Associates)

Tomasz Czechowicz (MCI Capital)

Clemens Jakopitsch (Behördenengineering Jakopitsch)

Key performance indicators quarter over quarter

Excl. pannolini and Feedo	Q1 '18	Q2 '18	Q3 '18	Q4'18	Q1' 19	Q2 ' 19	Q3' 19
Site Visits (in thousand) ¹ 4	12,255	9,127	9,907	10,073	10.485	10,075	9,710
Mobile Visit Share (in % of Site Visits) 2	72.3%	71.8%	70.3%	75,3%	78.8%	73.6%	76.9%
Mobile Orders (in % of Number of Orders) 3	53.3%	55.2%	55.1%	58,7%	61.3%	60.4%	62.7%
Active Customers (in thousand) 4	742	681	615	544	493	455	438
Number of Orders (in thousand) 5	330	283	244	258	201	179	187
Average Orders per Active Customer (in number of Orders) 6	2.0	2.2	2.1	2,1	2.0	2.2	1.9
Orders from Repeat Customers (in thousand) 7	302	233	192	195	145	131	133
Share of Repeat Customer Orders (in % of Number of Orders) 7	87.1%	74.9%	79.8%	82.6%	74.2%	73.0%	72.0%
Gross Order Intake (in kEUR) 8	29,774	25,514	21,916	23,655	17.821	16.376	16,210
Average Order Value (in EUR) 9	90.17	90.01	89.96	91.84	88.81	91.69	86.72
Returns (in % of Gross Revenues from orders) 10	3.4%	3.6%	4.3%	3.1%	3.4%	2.6%	2.9%

.

Income statement (continuing operations)

kEUR	9M 2018	9M 2019	Q3 2018	Q3 2019
Revenues	78,549	59,365	22,178	18,456
Cost of sales	-60,167	-45,141	-17,255	-14,458
Gross profit	18,382	14,224	4,923	3,998
% margin	23.4%	24.0%	22.2%	21.7%
Selling and distribution expenses	-29,573	-20,475	-7,936	-6,235
Administrative expenses	-6,609	-6,289	-2,318	-2,220
Other operating income	773	573	294	260
Other operating expenses	-639	-107	-183	-49
EBIT	-17,666	-12,074	-5,220	-4,246
% margin	-22.5%	-20.3%	-23.5%	-23.0%
Financial result	-15	-59	5	-17
EBT	-17,681	-12,133	-5,215	-4,263
% margin	-22.5%	-20.4%	-23.5%	-23.1%
Income taxes	-16	-7	-2	-4
Profit or loss from continuing operations	-17,697	-12,140	-5,217	-4,267
% margin	-22.5%	-20.4%	-23.5%	-23.1%
Profit or loss from discontinued operations	-10,575	49	-713	-
Profit or loss for the period	-28,272	-12,091	-5,930	-4,267
EBIT	-17,666	-12,074	-5,220	-4,246
Share-based compensation	-323	27	64	-509
Acquisition, integration and expansion costs	-	48	-	48
Reorganization	1,227	-14	169	-
Closure pannolini.it	771	-	57	-
Adjusted EBIT	-15,991	-12,013	-4,930	-4,707
% margin	-20.5%	-20.2%	-22.2%	-25.5%

* Restated for presentation of discontinued operations in connection with the planned divestiture of Feedo Group, and restated for the effects of the first application of IFRS 9

Balance sheet and cash flow statement

kEUR	September 30, 2019	December 31, 2018
Total non-current assets	4,578	5,345
Inventories	8,014	6,820
Prepayments	71	-
Trade receivables	1,629	1,417
Miscellaneous other current assets1	4,600	5,254
Cash and cash equivalents	9,683	11,136
Total current assets	23,997	24,627
Total assets	28,575	29,972
Issued capital	9,964	31,136
Share premium	173,006	170,391
Accumulated loss	-165,188	-181,119
Cumulated other comprehensive income	214	186
Total equity	17,996	20,594
Total non-current liabilities	86	38
Other provisions	139	235
Financial liabilities	621	39
Trade payables	4,064	4,573
Deferred revenue	2,233	1,581
Miscellaneous current liabilities2	3,436	2,912
Total current liabilities	10,493	9,340
Total equity & liabilities	28,575	29,972

Consolidated statement of cash flows
kEUR	9M 2018	9M 2019	Q3 2018	Q3 2019
Net cash flows from/used in operating activities	-17,261	-10,680	-3,477	-2,065
Net cash flows from/used in investing activities	1,371	357	-16	-76
Net cash flows from/used in financing activities	1,552	8,866	-38	-253
Cash and cash equivalents at the beginning of the period	26,465	11,136	15,656	12,079
Net increase/decrease in cash and cash equivalents	-14,338	-1,457	-3,531	-2,394
Cash and cash equivalents at the end of the period	12,135	9,683	12,135	9,683

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.