zooplus SE — Interim / Quarterly Report 2016

May 24, 2016

3-Monthly Report

Highlights of the first three months 2016

Strong sales growth continues – sales increase 26.2 % to EUR 207.8 m (previous year: EUR 164.6 m)

Growth drivers: expansion in customer base, strong customer loyalty and high sales retention rate

Earnings before taxes (EBT) rise to EUR 2.9 m (previous year: EUR 1.6 m)

Further efficiency improvements and economies of scale in key cost items

Sales and earnings forecast for 2016 confirmed

Sales expected to be at least EUR 875 m and EBT projected in the range of EUR 14 m to EUR 18 m

Table of contents

To the Shareholders	2	Consolidated interim financial statements	15
The zooplus AG share	2
		Consolidated balance sheet	16
		Consolidated statement of comprehensive income	18
		Group cash flow statement	19
		Group statement of changes in equity	20
Interim Group management report	4	Notes	21
		Notes	22
Business report	5	Imprint	27
Report on events after the balance sheet date	14
Outlook, risks and opportunities	14

To the shareholders

The zooplus AG Share

in EUR zooplus AG (XETRA) DAXsubsector All Retail (XETRA) (relative) SDAX (Perf.) (XETRA) (relative) 130 125 105 120 115 110 135 140 7Jan. 1512 20 25 1 Feb. 94 12 17 22 25 1 4 9 14 29 March 17 22 Trading volume in EUR m rising prices falling prices 2.0 4.0 6.0 0

Stock chart zooplus AG: January 4 to March 31, 2016

Overview

zooplus AG's shares were admitted to the Frankfurt Stock Exchange's Entry Standard segment on May 9, 2008. Almost one and a half years later, on October 22, 2009, the company successfully moved to the Prime Standard segment, which has the most stringent transparency and disclosure requirements in Germany. After an uninterrupted rise in the company's market capitalization and trading volume, zooplus AG entered the SDAX on June 29, 2011.

The start of the 2016 trading year was plagued worldwide by worries surrounding the Chinese economy and the turbulence on the Chinese financial markets. Major stock indices such as the DAX, Dow Jones and the Nikkei suffered sharp losses, especially in January.

zooplus shares also declined in early 2016, falling to a first-quarter low of EUR 104.70 on February 8. After stabilizing slightly, the share price increased to a level of EUR 120.50 on the March 31, 2016 closing date. The high for the first quarter was EUR 141.10, which was achieved on the first trading day of January 4, 2016.

Thus, in the first three months of 2016 the shares declined by –14.60% compared to a loss in the SDAX of –1.44% in the same period. As of the March 31, 2016 reporting date, zooplus AG's market capitalization amounted to roughly EUR 843 m (March 31, 2015: EUR 594 m). The free float as defined by the Deutsche Börse was 86.33%.

Analysts

Institution	Analyst	Date	Recom menda tion	Target price (EUR)
Baader Bank	Volker Bosse	21/4/2016		Buy 175.00
Berenberg	Gunnar Cohrs	28/1/2016		Buy 160.00
	Commerzbank Andreas Riemann	21/4/2016		Buy 160.00
	Deutsche Bank Benjamin Kohnke	24/3/2016		Hold 135.00
Hauck & Aufhäuser	Christian Schwenken becher	21/4/2016		Buy 136.00
Bankhaus Lampe	Christoph Schlienkamp	6/4/2016		Hold 133.00
montega	Timo Buss	16/12/2015		Hold 145.00
Numis	Andrew Wade	29/7/2015		Add 145.00
Oddo Seydler Bank AG	Martin Decot	21/4/2016		Buy 137.00

Shareholder structure

As of May 11, 2016

Shareholder structure on the basis of the published voting right announcements

* According to Deutsche Börse the freefloat amounts to 86.33 %

** thereof 0.42 % from instruments according to §25 WpHG

Key data

WKN	511170
ISIN	DE0005111702
Ticker symbol	Z01
Trading segment	Regulated market (Prime Standard)
Type of shares	No-par value bearer shares
Share capital in EUR as of December 31, 2015	6,995,182.00
Share capital in EUR as of March 31, 2016	6,995,182.00
Number of shares as of March 31, 2016	6,995,182
Initial listing	09.05.2008
Initial issue price*	13.00 EUR
Share price as of January 4, 2016	141.10 EUR
Share price as of March 31, 2016	120.50 EUR
Percentage change	–14.60 %
Period high	141.10 EUR
Period low	104.70 EUR

Closing prices in the Xetra trading system from Deutsche Börse AG *This takes into account the capital increase from company resources in July 2011 Ruane, Cunniff &

2016 Financial Calendar

May 31, 2016	Ordinary Annual General Meeting 2016
July 21, 2016	Preliminary sales figures for H1 2016
August 18, 2016	Publication of the 2016 Half-Year report
October 20, 2016	Preliminary sales figures for Q3 2016
November 17, 2016	Publication of the 2016 9M report

Business report	5
Report on events after the balance sheet date	14
Outlook, risks and opportunities	14

Interim Group management report

Interim Group management report of zooplus AG as of March 31, 2016

1. Business report

A. Business performance and economic environment

a. Group structure and business activities

i. Business divisions

zooplus AG, the parent company of the Group, was founded in Munich in 1999. The Group operates in the e-commerce segment as a web-based retailer of pet supplies to private end consumers. The zooplus Group is the distinct market leader in Europe in this segment measured in terms of sales and active customer base.

The overriding business objectives are sustained growth, the systematic penetration of existing markets, and the expansion of the company's online market leadership in Europe. zooplus is working to achieve these objectives by continually expanding its infrastructure so that it can maintain its technological edge in the segment.

Altogether, zooplus offers customers roughly 8,000 different food and accessory products for dogs, cats, small animals, birds, fish, and horses. These products include everyday staples, such as brand name foods generally available at specialty retailers; zooplus's private labels; specialty articles, like toys, care, and hygiene products, and other accessories. zooplus also offers a wide range of free content and information on its websites, including veterinary and other animalrelated advice, and interactive features such as discussion forums and blogs.

zooplus generates its sales from selling products out of its four central fulfillment centers located in Hörselgau, Germany; Tilburg, Netherlands; Wroclaw, Poland; and Chalon-sur- Saône, France. Since early 2015, a smaller fulfillment center in Strasbourg has assumed the processing of certain types of orders for the French and German markets. The locations of the central warehouses enable the company to ensure fast and efficient deliveries and maintain a high degree of

general product availability for its customers across Europe. "Final-mile" deliveries to end customers are made using national and international parcel service providers.

From a customer perspective, zooplus sets itself apart from the competition by means of its business model, which combines a broad product range, attractive prices, and an efficient flow of goods with simple and convenient handling.

ii. Markets

zooplus operates in 30 countries across Europe through a variety of localized and cross-national online shops. The company estimates that the gross total market volume in the European pet supplies segment in 2015 was roughly EUR 25 bn. According to the company's proprietary estimates, zooplus AG is the clear online market leader in terms of sales and active customer base by a wide margin in the European high-volume markets of Germany, France, Netherlands, Spain and Italy, and across Europe as a whole. The company also estimates that it is the fastest growing company in its sector.

As of May 2016, zooplus operated a total of 25 localized online shops. In addition to the five high-volume markets mentioned above, the company also operates online shops in the United Kingdom, Belgium, Denmark, Finland, Ireland, Croatia, Austria, Poland, Romania, Slovakia, Switzerland, Slovenia, Sweden, the Czech Republic, Hungary, Portugal, Bulgaria, Norway, Greece, and Turkey. This effectively makes zooplus the sector's dominant provider in the online segment across Europe by a substantial margin compared to smaller local and national competitors.

Next to its zooplus brand, the Group also operates under its bitiba brand, which is a discount concept with a limited range of products already available in 13 countries.

iii. Key influential factors

Two critical influential factors define the online retailing business for pet supplies: the evolution of the overall European pet supplies market and the general and sector-specific development of Internet users' online purchasing behavior.

Evolution of the European pet supplies market

The European pet supplies market currently comprises a total gross market volume of approximately EUR 25 bn. The high-volume markets of Germany, France, the United Kingdom, Spain, the Netherlands, and Italy alone account for some EUR 17 bn of this total.

In all European countries, the primary sales channels for pet supplies are the bricks-and-mortar pet stores, garden centers, DIY stores, conventional supermarkets, and discounters. The key differences among the individual bricks-and- mortar retail concepts for pet supplies are the product range and product positioning. While largescale supermarkets and discounters usually limit themselves to a product range of approximately 150–200 smaller, typically lower-priced pet food products, larger pet store chains offer a complete product range of pet food (from entry-level to premium prices) and accessories (including toys, hygiene products, pet furniture, and equipment). zooplus has defined its relevant market segment as the conventional specialty retailer segment, including the related specialty product areas of the core supermarket segment.

zooplus expects the market's overall volume to remain stable or increase slightly in the years ahead.

For 2016, zooplus forecasts market growth of roughly 2 % to 3 % in Europe. In Germany, around one-third of all households own one or more pets. zooplus assumes that the other key high-volume European markets are at a similar level. Changes in the market are brought about by changes in the animal population, the shift in sales towards higher value products and categories within the food and accessories segments ("premiumization"), and the increasing "humanization" of pets.

Thanks to recurring patterns of demand, especially in the pet food segment, the pet supplies market has very low seasonality. Around 80 % of total demand relates to pet food itself, which means the Group enjoys exceptionally stable medium to long-term demand.

Development of online retailing

The Internet's development as a distribution channel for pet supplies is critically important to the Group. The availability of fast and reliable Internet access to large segments of the population is a basic prerequisite for European online retailing to consumers. The primary drivers are the availability of high-speed fixed Internet access and growing mobile access. zooplus customers can access the zooplus websites, for example, using their desktop computers, tablets, smartphones, or the zooplus app. Expanded access has driven the number of Internet users sharply higher in recent years, which in combination with the higher everyday use of search engines and other Internet platforms, such as price information services and sites offering product comparisons, has prompted a significant increase in the general interest and participation in online shopping.

Over the past several years, e-commerce has continued to gain significance as an ever more important shopping distribution channel. According to publications by the German Retail Federation (Handelsverband Deutschland), B2C e-commerce sales in Germany totaled roughly EUR 42 bn in 2015, which corresponds to a year-on-year increase of 12 %. Further growth in European online retailing appears likely, particularly given the inherent advantages of online retailing compared to existing bricks-and-mortar retail concepts such as a broader product range and more convenient shopping. In addition, logistics service providers and parcel services are making a significant effort to further improve their quality of service for customers, which will also provide an added boost to the online market's growth momentum. Based on these trends, independent market observers such as Statista expect online retailing to continue to enjoy annual double-digit percentage growth rates in the years to come.

The amount of products sold over the Internet in the pet supply segment is still relatively low compared to other product categories and largely driven by the sales zooplus itself generates across Europe. The company's internal estimates show that until now only 6 % to 7 % of the total European pet market has migrated online.

This means, zooplus, as the market leader, is in a unique position to benefit from these lasting shifts in the existing distribution and retailing structures.

iv. Competitive position

Advantage over online competitors

Generally, there are lower barriers to market entry in online retail than in bricks-and-mortar retail. As a result, zooplus not only faces international (online) retailers in the European market, but also a number of mostly regional providers such as independent pet stores with their own web shops and local delivery alternatives. A growing number of larger bricks-and- mortar retailers are also setting up online retail infrastructure while other local online retailers are entering new countries. These trends increase the number of retailers coming into direct competition with zooplus.

In contrast to both of these groups, zooplus has the advantage that its size and market leadership in Europe give it the structural capacity to reap crucial benefits from higher efficiency and economies of scale that are not equally available to smaller providers. This structural advantage in areas such as purchasing, private label development, logistics, technology, customer service, and marketing is the basis for zooplus's confidence in its competitive position. Other relative advantages such as brand recognition and the Group's financial strength also play a role.

In addition, the company's existing base of active European customers also helps to ensure that there is substantial momentum for acquiring new customers through word-of-mouth recommendations.

Advantages over bricks-and-mortar competitors

zooplus's business model is based on a lean, technologically efficient, and scalable value creation chain combined with an outstanding shopping experience in terms of selection, price, convenience, and particularly in terms of convenient home delivery.

zooplus does not operate any physical stores or outlets. Instead, from four large central warehouses, it supplies customers throughout Europe with a significantly larger product range than existing bricks-and-mortar retailers. At the same time, the Group's centralized structure and related efficiency advantages combined with predominantly automated business processes help offset certain size-based advantages still enjoyed by the larger bricks-and-mortar pet store chains, particularly in product procurement. zooplus assumes that it is already today's cost leader in the online retailing of pet supplies.

zooplus's goal is and will continue to be to solidify and expand its lead in the online segment while strengthening its position in the overall online and bricks-and-mortar markets and profiting substantially from the continued high growth of online retailing.

v. Group structure

As of March 31, 2016, the Group's scope of fully consolidated companies included zooplus AG, Munich, and the following subsidiaries:

Matina GmbH, 100 % Munich, Germany Bitiba GmbH, 100 % Munich, Germany zooplus services Ltd., 100 % Oxford, Great Britain zooplus italia s.r.l., 100 % Genoa, Italy zooplus polska Sp. z.o.o., 100 % Krakow, Poland zooplus services ESP S.L., 100 % Madrid, Spain zooplus france s.a.r.l., 100 % Strasbourg, France zooplus Pet Supplies Import and 100 %	Subsidiary	Interest in share capital	Business activity
			(private label business)
			(secondary brand business)
			(service company for Great Britain)
			(service company for Italy)
			(service company for Poland)
			(service company for Spain)
			(service company for France)
	Trade ltd., Istanbul, Turkey		(sales company for Turkey)

The following companies are not included in the consolidated financial statements:

• the wholly owned subsidiary zooplus EE TOV, Kiev, Ukraine, founded in the second quarter of 2011, with share capital of kEUR 10;
• the wholly owned subsidiary zooplus Nederland B.V., Rotterdam, the Netherlands, founded in November 2012, with share capital of kEUR 10;
• the wholly owned subsidiary zooplus d.o.o., Zagreb, Croatia, founded in February 2013, with share capital of kEUR 3; and
• the wholly owned subsidiary Tifuve GmbH, Munich, Germany, founded in May 2013, with share capital of kEUR 25.

These four companies did not conduct any business activities during the financial year and were not included in the consolidated financial statements because of their minor importance.

zooplus AG was managed by the following Management Board members during the 2016 financial year and as of March 31, 2016:

• Dr. Cornelius Patt, CEO (Corporate Management, overall responsibility for Business Development & System Development, IT, Logistics, Supply Chain Management, and HR)
• Andrea Skersies (Sales & Marketing)
• Andreas Grandinger (Finance, Controlling, Legal, Investor Relations, Internal Audit, and Procurement)

The Management Board is advised and controlled by the Supervisory Board. During the 2016 financial year and as of March 31, 2016, the Supervisory Board consisted of the following members:

• Michael Rohowski (Chairman of the Supervisory Board), Spokesperson for the management board of Burda Direkt Services GmbH, Offenburg, Germany
• Dr. Rolf-Christian Wentz (Deputy Chairperson), freelance business consultant, Bonn, Germany
• Moritz Greve, Partner and Managing Director of Maxburg Capital Partners GmbH, Munich, Germany
• Thomas Schmitt, Member of the Management Board for contract logistics / SCM of Schenker AG, Essen, Germany
• Dr. Norbert Stoeck, freelance corporate consultant, Munich, Germany
• Stefan Winners, Member of the Management Board responsible for national digital brands at Hubert Burda Media Group, Munich, Germany

b. Corporate strategy – Sustainable and profitable pan-European growth

The Group's aim is to maintain and significantly expand its market leadership in the European online pet supplies segment, and thereby dramatically increase the company's medium- and long-term earnings potential. From the company's standpoint, both the Internet and Internet retailing in Europe continue to offer excellent growth opportunities. This is the reason why it is important that the Group set up the necessary structures and position itself today to generate significant medium- and long-term positive returns by virtue of its size and market leadership.

With this in mind, the following goals stand at the core of the company's activities:

• Defend and expand market leadership
• Expand the customer base and continue to increase customer loyalty in all major European markets
• Further penetrate existing regional markets
• Increase the sales and contribution margin per customer each year

The overriding priority is to continue generating high growth while maintaining and increasing lasting operating profitability. Management sees this as the most logical strategy for promoting the long-term appreciation in the company's value in the quarters and years to come based on the excellent growth opportunities for the Group still available throughout Europe.

Targets are managed and monitored in all areas using key performance indicators that are reviewed regularly and modified over the short- to medium-term when necessary. The company places special importance on clearly communicating its goals to employees and the public.

c. Technology and development

zooplus views itself first and foremost as a technologydriven Internet retailing group. The new and ongoing development of the core processes and key components of the company's business model is usually initiated and executed internally. External partners are brought in when they can make a meaningful contribution to the company's internal expertise and implementation capacity.

In the past, proprietary systems and highly specialized software solutions in all key company segments have played a decisive role in the success of zooplus AG and the zooplus Group and, from today's perspective, will remain a fundamental building block to reaching the company's goals.

The existing proprietary systems will be partially integrated and replaced in part through the future introduction of the new ERP system. Business areas in which these proprietary systems play a key role include:

• Price and margin management
• Logistics management and controlling
• Domestic and international payment processes
• Online marketing and customer acquisition
• Working capital management and procurement
• International Group controlling

B. Net assets, financial position and results of operations

a. Financial and non-financial performance indicators

i. Financial performance indicators

The zooplus Group analyzes sales, margins, fulfillment, and marketing costs to manage and monitor the earnings situation.

The yardstick for the Group's growth and business success is sales. As of the 2016 financial year, zooplus will follow the common market practice of reporting sales as its key growth indicator and no longer total sales as in previous years. The key earnings figure for measuring the Group's success is earnings before taxes (EBT).

The performance indicator for the financial position is the equity ratio. The key ratios are calculated at the Group level in accordance with IFRS.

ii. Non-financial performance indicators

In addition to financial performance indicators, the Group also steers its activities using non-financial performance indicators. The key non-financial performance indicator is the company's degree of market leadership in the European online pet supplies segment.

Two other key performance indicators are the sales retention rate and the number of new customers – both of which have an influence on zooplus AG's sustained growth and stand at the center of the company's corporate management.

b. Business performance 3M / 2016

i. The economy and overall market

There continues to be a risk that the euro debt crisis and currency exchange risks outside of Europe will have a major adverse impact on Europe's real economy. It is also not yet clear what additional risks and consequences may arise from the ongoing situation in Greece and the economic developments in China and their aftermath. Although the German economy has been able to decouple to a large extent from the rest of the eurozone, it cannot be ruled out that negative economic developments could have an impact on zooplus AG's business in the future. The management believes that the influence on zooplus AG from the development of the specific industry and online retailing environment in the respective individual markets will still outweigh the effects on the company from the general economic environment described above.

ii. Performance of the zooplus Group in the reporting period

The Management Board is pleased with the zooplus Group's performance during the first three months of 2016 and believes it is fully on track to meet its sales and earnings (EBT) targets for the 2016 financial year. This strong performance is clearly reflected in the Group's year-on-year sales growth of 26 %. The company's former key top-line indicator, total sales (sales plus other operating income), was 28 % higher than in the first quarter of the prior year. This increase highlights, once again, the Group's ability to continue its growth trend and expand its market share versus competitors.

During the first three months of the 2016 financial year, zooplus continued to benefit from economies of scale and efficiency gains in all of its key operating areas. The company also saw a further improvement in other operating income in the form of higher refunds for marketing and profited from continued customer loyalty which remained at the high level achieved in the prior year. As a result of these factors, zooplus generated earnings before taxes (EBT) of EUR 2.9 m in the first three months of 2016 (3M/2015: EUR 1.6 m), reporting an improvement over the previous year's comparable period.

c. Results of operations

i. Development of sales and other operating income

As the European online market leader based on the company's own assessment, zooplus was able to significantly increase sales again in the first quarter of 2016. Sales in the reporting period were up 26.2 % reaching EUR 207.8 m following their level of EUR 164.6 m in the comparable period of 2015.

This growth was primarily driven by the continued expansion of the customer base in all the Group's geographic markets, the continued high level of customer loyalty and the sales retention rate among existing customers. The sales retention rate remained at the high level achieved in the prior year. Sales generated with new customers also increased again in the first quarter of 2016. Both of these trends highlight and corroborate the sustainability of the company's business model.

The share of sales generated abroad rose to 74 % after amounting to 71 % in the previous year's comparable period.

Other operating income in the first quarter of 2016 grew from EUR 5.1 m in the previous year to EUR 8.9 m, which now amounts to 4.3 % of sales compared to 3.1 % of sales in the first three months of 2015. Sales consist solely of the sale of merchandise whereas other operating income mainly reflects customary industry refunds for marketing and other compensation paid by suppliers.

Sales of pet supplies are largely immune to seasonal fluctuations.

The performance of sales and other operating income clearly shows that zooplus, as the market leader, is profiting comparatively more from the migration of demand from the traditional bricks-and-mortar sales channels to online retailing. The company's strategic market position has continued to be reinforced by the double-digit growth rates experienced in all local markets.

ii. Expense items

In contrast to previous reports, expense items are now reported as a percentage of sales – the company's key performance indicator – and are no longer reported as a percentage of total sales (sales plus other operating income).

Cost of materials

The company's cost of materials increased year-on-year with the cost of materials ratio in relation to sales increasing 2.4 percentage points to 74.4 % in the first three months of the 2016 financial year compared to the prior year (72.0 %). The company's gross margin (sales less cost of materials), however, declined from 28.0 % in the previous year's comparable period to 25.6 % in the first three months of the 2016 financial year caused by a higher share of pet food sales in relation to total sales and an intensely competitive e-commerce environment. The decline in gross margin was more than offset by operating improvements in all costs items and a improvement in other operating income from higher refunds for marketing.

Personnel costs

Personnel costs increased in the first quarter of 2016 to EUR 6.7 m compared to EUR 5.8 m in the comparable period of 2015. This represents a year-on-year decline in the personnel costs ratio of 0.3 percentage points for a total personnel cost ratio of 3.2 % (in relation to sales).

Depreciation and amortization

Scheduled depreciation / amortization in the first quarter of 2016 remained at the previous year's level and amounted to EUR 0.2 m.

Other expenses

Other expenses, which mostly consist of logistics, fulfillment, marketing, and payment transaction costs, increased from EUR 43.7 m in the previous year's period to EUR 52.1 m in the reporting period. As a percentage of sales, other expenses fell from 26.5 % in the first three months of 2015 to 25.1 % in the first quarter of 2016. The main contributors to this decline were the efficiency gains and economies of scale achieved in logistics, marketing, customer acquisition, payment transactions and other costs, which more than offset the fall in gross margin.

Logistics and fulfillment costs

Logistics and fulfillment costs in the first quarter of 2016 reached 19.6 % of sales compared to 20.5 % in the previous year's period, showing an improvement despite the higher number of international shipments. This improvement resulted, among others, from greater efficiency at existing logistics centers combined with advances made throughout the entire logistics network.

Marketing expenses

Customer acquisition and marketing expenses as a percentage of sales declined in the first quarter of 2016 to 1.6 % in comparison to 1.8 % in the same period of 2015. This improvement was made possible by realizing targeted efficiency gains and ongoing improvements in the marketing approach. At 26.2 %, growth momentum remained high compared to the prior year. The new and existing customer businesses continued to expand, and the sales retention rate stayed at the previous year's high level.

Payment transaction costs

Payment transaction costs in the first three months of 2016 totaled EUR 2.2 m compared to EUR 1.9 m in the previous year's period. At 1.1 % of sales, they comprised an unchanged percentage of sales compared to the previous year.

Other costs

In addition to the expenses for logistics, fulfillment, marketing, and payment transactions described above, other expenses in the reporting period mainly included customer care services, office rentals, general administrative expenses, technology, and other expenses incurred as part of the ordinary operating activities. In the first quarter of 2016, other expenses declined to 2.8 % of sales compared to their level of 3.2 % in the same quarter of 2015 largely as result of economies of scale.

iii. Earnings development

During the first quarter of 2016, zooplus generated earnings before taxes (EBT) of EUR 2.9 m for a year-onyear rise (Q1/2015: EUR 1.6 m) of EUR 1.3 m. This positive earnings performance was primarily driven by operating efficiency improvements, the continued optimization of the marketing strategy and the strong sales growth. Higher other operating income also contributed to the rise in earnings.

The consolidated net profit/loss reached EUR 1.8 m in the first three months of 2016 (Q1/2015: EUR 0.9 m). At EUR 2.6 m (Q1/2015: EUR 1.8 m) total comprehensive income differed from the consolidated net profit/loss due to the hedge reserve of EUR 1.0 m and currency translation differences of EUR –0.1 m.

d. Net assets

Non-current assets totaled EUR 10.9 m as of March 31, 2016, compared to EUR 11.3 m as of December 31, 2015. The major items include intangible assets of EUR 8.2 m, property, plant and equipment of EUR 2.1 m and deferred tax assets of EUR 0.7 m.

Current assets amounted to EUR 160.2 m as of March 31, 2016 after their level of EUR 154.0 m at the end of 2015. This increase mainly resulted from the combination of a sharp rise in cash and cash equivalents from EUR 45.5 m to EUR 55.9 m, an increase in advance payments from EUR 1.4 m to EUR 3.3 m, a rise in accounts receivable from EUR 13.6 m to EUR 16.4 m and an increase in derivative financial instruments from EUR 0.6 m to EUR 2.1 m. These increases were partly offset by a decline in other current assets from EUR 18.3 m to EUR 13.1 m and a reduction in inventory from EUR 74.5 m to EUR 69.4 m

As of March 31, 2016, equity surpassed its level on the December 31, 2015 reporting date and amounted to EUR 96.0 m. The equity ratio as of March 31, 2016 was 56.1 % and remained at the level of the end of 2015.

Accounts payable increased to EUR 37.6 m as of March 31, 2016 compared to EUR 35.3 m at the end of 2015.

As at the end of the previous year, there were no financial liabilities as of March 31, 2016. The Group has flexible lines of credit totaling EUR 40.0 m. zooplus AG is not obliged to provide any collateral for these credit lines.

Total assets as of March 31, 2016 amounted to EUR 171.1 m and were up only slightly compared to their level of EUR 165.3 m on December 31, 2015 allowing the company to maintain solid balance sheet ratios despite the strong growth in sales.

e. Financial position

Cash flows from operating activities reached a level of EUR 11.4 m in the reporting period compared to EUR 7.0 m in the first three months of 2015. Operating cash flows mainly benefited from a good level of earnings before taxes in the reporting period and a reduction in working capital. Cash flows from investing activities amounted to EUR –1.0 m in the first three months of 2016 compared to EUR –0.7 m in the comparable period of 2015. Free cash flow in the first three months of 2016 totaled EUR 10.4 m compared to EUR 6.2 m reported in the same period of 2015.

As a retail company, zooplus is subject to a considerable level of volatility in its balance sheet and cash flow related items, such as inventories, liabilities, and VAT, which results in a much higher natural fluctuation in these figures throughout the year compared to the earnings figures presented.

f. Overall statement on the financial position The first three months of the 2016 financial year can be regarded as exceptional given the growth in sales of 26.2 % to EUR 207.8 m and the year-on-year improvement in EBT from EUR 1.6 m in the first quarter of 2015 to EUR 2.9 m in the reporting period.

2. Subsequent events

After the end of the first three months of the 2016 financial year, there were no events of particular importance that impacted the net assets, financial position, or results of operations.

3. Report on outlook, risks and opportunities

A. Outlook

Based on the latest forecasts, the underlying economic conditions are not expected to change materially in 2016. zooplus expects overall sales in the pet supply sector to increase slightly over the previous year. Irrespective of this, the company anticipates that the Internet will continue to grow in its importance as a sales channel (e-commerce) and develop at a faster rate than the market overall. zooplus will benefit substantially from these trends.

Based on these two trends, the company expects to achieve the following in the 2016 financial year:

• sales growth to a level of at least EUR 875 m
• earnings before taxes (EBT) in a range of EUR 14 m to EUR 18 m

In terms of the development of the key factors influencing net assets, financial position, and results of operations, zooplus expects

• a slight decline in the 2016 gross margin (in relation to sales);
• logistics and fulfillment costs as a percentage of sales to decline slightly in 2016 as a result of efficiency increases and economies of scale;
• marketing expenses related to customer acquisitions to fall marginally as a percentage of sales;
• an equity ratio of between 40 % and 60 %;
• another year in which the company maintains its leading market position in the online retailing of pet supplies; and
• the sales retention rate to remain stable.

As in previous years, the priority in 2016 will be growth. Sustainable positive earnings development will also remain a key element of the company's strategy.

B. Risk report

The risk environment for zooplus AG has not changed materially in comparison to the presentation in the 2015 annual report (pages 54 to 59).

C. Opportunity report

The opportunity environment for zooplus AG has not changed materially in comparison to the presentation in the 2015 annual report (pages 60 to 61).

Consolidated balance sheet 16
Consolidated statement of 18 comprehensive income
Group cash flow statement 19
Group statement of changes in equity 20

Consolidated interim financial statements

Consolidated balance sheet as of March 31, 2016 according to IFRS

Assets

	in EUR	31/03/2016	31/12/2015
A.	NON-CURRENT ASSETS
I.	Property, plant and equipment	2,061,980.66	1,373,161.41
II.	Intangible assets	8,161,590.79	8,049,517.78
III.	Other financial assets	47,708.71	47,708.71
IV.	Deferred tax assets	658,869.23	1,849,223.00
	Non-current assets, total	10,930,149.39	11,319,610.90
B.	CURRENT ASSETS
I.	Inventories	69,419,710.90	74,507,693.18
II.	Advance payments	3,293,264.96	1,449,171.98
III.	Accounts receivable	16,355,683.07	13,621,488.45
IV.	Other current assets	13,130,973.98	18,255,442.75
V.	Derivative financial instruments	2,113,233.90	609,168.69
	VI. Cash and cash equivalents	55,878,937.67	45,530,788.75
	Current assets, total	160,191,804.48	153,973,753.80
		171,121,953.87	165,293,364.70

Equity and liabilities

in EUR		31/03/2016	31/12/2015
A.	EQUITY
I.	Subscribed capital	6,995,182.00	6,995,182.00
II.	Capital reserves	92,912,802.70	92,769,312.66
III.	Other reserves	881,665.95	5,868.77
IV.	Profit/loss for the period and losses carried forward	–4,780,104.65	–6,543,888.23
	Equity, total	96,009,546.00	93,226,475.20
B.	NON-CURRENT LIABILITIES	1,780,232.32	1,780,232.32
C.	CURRENT LIABILITIES
I.	Accounts payable	37,562,042.67	35,266,274.27
II.	Derivative financial instruments	603,854.88	526,561.75
III.	Other current liabilities	22,841,327.26	23,370,191.04
IV.	Tax liabilities	888,989.92	693,616.79
V.	Provisions	9,244,030.24	8,385,853.93
	VI. Deferred income	2,191,930.58	2,044,159.40
	Current liabilities, total	73,332,175.55	70,286,657.18
		171,121,953.87	165,293,364.70

Consolidated statement of comprehensive income from January 1 to March 31, 2016 according to IFRS

in EUR	Q1/2016	Q1/2015
Sales	207,792,298.24	164,644,745.15
Other income	8,928,006.56	5,134,130.35
Cost of materials	–154,682,371.43	–118,473,702.88
Personnel costs	–6,740,978.61	–5,835,524.95
of which cash	(–6,597,488.57)	(–5,682,930.34)
of which non-cash	(–143,490.04)	(–152,594.61)
Depreciation	–242,988.97	–187,356.65
Other expenses	–52,080,436.44	–43,684,607.72
of which logistics/fulfillment	(–40.748,989.35)	(–33,716,471.33)
of which marketing	(–3,322,046.46)	(–2,888,551.38)
of which payment	(–2,210,800.25)	(–1,892,040.63)
of which other costs	(–5,798,600.38)	(–5,187,544.38)
Earnings before interest and taxes (EBIT)	2,973,529.35	1,597,683.30
Financial income	158.25	147.30
Financial expenses	–36,677.25	–32,739.07
Earnings before taxes (EBT)	2,937,010.35	1,565,091.53
Taxes on income	–1,173,226.77	–642,166.97
Consolidated net result	1,763,783.58	922,924.56
Other gains an losses (after taxes)
Differences from currency translation	–80,496.81	47,490.70
Hedge reserve	956,293.99	804,791.01
Items subsequently reclassified to profit or loss	875,797.18	852,281.71
Comprehensive income	2,639,580.76	1,775,206.27
Earnings per share
undiluted (EUR/share)	0.25	0.13
diluted (EUR/share)	0.25	0.13

Group cash flow statement from January 1 to March 31, 2016 according to IFRS

in EUR	Q1/2016	Q1/2015
Cash flows from operating activities
Earnings before taxes	2,937,010.35	1,565,091.53
Allowances for:
Depreciation	242,988.97	187,356.65
Non-cash personnel costs	143,490.04	152,594.61
Other non-cash business transactions or business transactions resulting in payment in a different period	–80,496.81	47,490.70
Interest expenses	36,677.25	32,739.07
Interest income	–158.25	–147.30
Changes in:
Inventories	5,087,982.28	4,248,240.27
Advance payments	–1,844,092.98	–2,607,103.31
Accounts receivable	–2,734,194.62	–2,378,384.49
Other current assets	5,124,468.77	4,634,662.19
Accounts payable	2,295,768.40	1,636,727.81
Other liabilities	–528,863.78	–46,791.43
Provisions	858,176.31	–39,355.57
Non-current liabilities	0.00	55,000.00
Deferred income	147,771.18	202,043.39
Taxes on income paid	–254,292.56	–733,054.67
Interest received	158.25	147.30
Cash flows from operating activities	11,432,392.80	6,957,256.75
Cash flows from investing activities
Cash outflows for property, plant and equipment / intangible assets	–1,065,789.71	–722,904.94
Cash flows from investing activities	–1,065,789.71	–722,904.94
Cash flows from financing activities
Interest paid	–36,677.25	–32,739.07
Cash flows from financing activities	–36,677.25	–32,739.07
Influence of currency effects on cash and cash equivalents	18,223.08	861.10
Net change of cash and cash equivalents	10,348,148.92	6,202,473.84
Cash and cash equivalents at the beginning of the period	45,530,788.75	31,966,234.96
Cash and cash equivalents at the end of the period	55,878,937.67	38,168,708.80
Composition of funds balance at the end of the period
Cash on hand, bank deposits, checks	55,878,937.67	38,168,708.80
	55,878,937.67	38,168,708.80

Consolidated statement of changes in equity as of March 31, 2016 according to IFRS

in EUR	Subscribed capital	Capital reserves	Other reserves	Profit/loss for the period and losses carried forward	Total
As of January 1, 2016	6,995,182.00	92,769,312.66	5,868.77	–6,543,888.23	93,226,475.20
Increase from stock options	0.00	143,490.04	0.00	0.00	143,490.04
Currency translation differences	0.00	0.00	–80,496.81	0,00	–80,496.81
Net profit/loss for Q1 2016	0.00	0.00	0.00	1,763,783.58	1,763,783.58
Hedge reserve	0.00	0.00	956,293.99	0.00	956,293.99
As of March 31, 2016	6,995,182.00	92,912,802.70	881,665.95	–4,780,104.65	96,009,546.00
As of January 1, 2015	6,984,450.00	92,011,390.94	1,667,848.60	–14,471,014.94	86,192,674.60
Increase from stock options	0.00	152,594.61	0.00	0.00	152,594.61
Currency translation differences	0.00	0.00	47,490.70	0.00	47,490.70
Net profit/loss for Q1 2015	0.00	0.00	0.00	922,924.56	922,924.56
Hedge reserve	0.00	0.00	804,791.01	0.00	804,791.01
As of March 31, 2015	6,984,450.00	92,163,985.55	2,520,130.31	–13,548,090.38	88,120,475.48

Notes	22
Imprint	27

Notes

Notes to the consolidated financial statements as of March 31, 2016 according to International Financial Reporting Standards (IFRS)

Notes and explanations to the interim consolidated financial statements

Accounting principles

This three-month financial report as of March 31, 2016, was prepared in accordance with International Financial Reporting Standards as applicable in the European Union (EU). These consolidated financial statements comply with IAS 34 "Interim Financial Reporting".

The same accounting policies were applied as those applied to the consolidated financial statements for the financial year ended December 31, 2015.

Fair value disclosures

Fair value is the amount an asset could be exchanged or a liability settled between knowledgeable, willing and mutually independent parties in an arm's length transaction.

The table below shows financial instruments measured at fair value broken down by the levels of the fair value hierarchy. The different levels are defined as follows:

• Level 1: Unadjusted quoted prices on active markets for identical assets and liabilities
• Level 2: Directly or indirectly observable inputs that are not allocated to Level 1
• Level 3: Unobservable inputs

The following table shows the assets and liabilities measured at fair value on March 31, 2016:

	Level 1	Level 2	Level 3
Assets in kEUR
Derivative financial instruments as hedging instruments	0	2,113	0
Liabilities in kEUR
Derivative financial instruments as hedging instruments	0	604	0

The following table shows the assets and liabilities measured at fair value on December 31, 2015:

	Level 1	Level 2	Level 3
Assets in kEUR
Derivative financial instruments as hedging instruments	0	609	0
Liabilities in kEUR
Derivative financial instruments as hedging instruments	0	527	0

There were no reclassifications within the respective levels during the reporting period. The reclassification of items is carried out on a quarterly basis when circumstances arise that require a change in classification.

The fair value of financial instruments that are traded on an active market is based on the quoted market price on the reporting date. A market is considered to be active if quoted prices are easily and regularly available on a stock exchange or from a dealer, a broker, an industry group, a pricing service or a regulatory authority, and if these prices represent current and regularly occurring market transactions at arm's length conditions. For assets held by the Group, the appropriate quoted market price corresponds to the bid price offered by the buyer.

The fair value of financial instruments that are not traded on an active market (e.g., over-the-counter derivatives) is determined using valuation methods based as much as possible on market data and as little as possible on companyspecific data. If all data required to determine the fair value are observable, the instrument is assigned to Level 2. If one or more important data are not based on observable market data, the instrument is assigned to Level 3.

Specific valuation methods used to measure financial instruments include net present value models based on market data applicable on the reporting date.

Additional information on financial instruments

The following table shows the carrying amounts and fair values of all financial instruments recognized in the consolidated financial statements and the allocation of assets, liabilities, and some of the balance sheet items to measurement categories in accordance with IAS 39:

	Measurement	Carrying amount		Fair value
kEUR	category	31/03/2016	31/12/2015	31/03/2016	31/12/2015
Financial assets
Accounts receivable	LaR	16,356	13,621	16,356	13,621
Other financial assets	AfS	48	48	n/a	n/a
Other current assets of which financial instruments in accordance with IFRS 7	LaR	9,030	15,373	9,030	15,373
Derivative financial instruments	n/a	2,113	609	2,113	609
Cash and cash equivalents	LaR	55,879	45,531	55,879	45,531
Total		83,426	75,182	83,378	75,134
Financial liabilities
Accounts payable	FLaC	37,562	35,266	37,562	35,266
Other liabilities of which financial liabilities in accordance with IFRS 7	FLaC	4,826	3,841	4,826	3,841
Derivative financial instruments	n/a	604	527	604	527
Total		42,992	39,634	42,992	39,634

LaR (Loans and Receivables)

FLaC (Financial Liability at amortized Cost)

AfS (Available for Sale)

The market values of the cash and cash equivalents, accounts receivable, current assets, accounts payable and other current liabilities reported as of March 31, 2016, and December 31, 2015, correspond to their carrying amounts. This is mainly due to the short-term maturities of such instruments.

The measurement of other financial assets (interests in non-consolidated Group companies) cannot be based on an active market or a quoted price and the fair value cannot be determined by other means. Therefore, the disclosure of fair value has been refrained from. The company does not intend to sell these instruments.

All of the Group's financial liabilities are of a short-term nature with maturities of up to one year. Existing financial liabilities are repaid out of operating cash flows.

	Measurement	Carrying amount		Fair value
kEUR	category	31/03/2016	31/12/2015	31/03/2016	31/12/2015
Financial assets
Loans and receivables	LaR	81,265	74,525	81,265	74,525
Available for sale	AfS	48	48	n/a	n/a
Financial liabilities

Financial Liability at amortized Cost FLaC 42,388 39,107 42,388 39,107

Aggregated by IAS 39 measurement categories, the Group's financial assets and liabilities are as follows:

Scope of consolidation

As of March 31, 2016, the Group's scope of fully consolidated companies comprised zooplus AG, Munich, and the following subsidiaries:

Subsidiary	Interest in share capital	Business activity
Matina GmbH, Munich, Germany	100 %	(private label business)
Bitiba GmbH, Munich, Germany	100 %	(secondary brand business)
zooplus services Ltd., Oxford, Great Britain	100 %	(service company for Great Britain)
zooplus italia s.r.l., Genoa, Italy	100 %	(service company for Italy)
zooplus polska Sp. z o.o., Krakow, Poland	100 %	(service company for Poland)
zooplus services ESP S.L., Madrid, Spain	100 %	(service company for Spain)
zooplus france S.A.R.L, Strasbourg, France	100 %	(service company for France)
zooplus Pet Supplies Import and Trade ltd., Istanbul, Turkey	100 %	(sales company for Turkey)

The following companies are not included in the consolidated financial statements:

• the wholly owned subsidiary zooplus EE TOV, Kiev, Ukraine, founded in the second quarter of 2011, with share capital of kEUR 10;
• the wholly owned subsidiary zooplus Nederland B.V., Rotterdam, the Netherlands, founded in November 2012, with share capital of kEUR 10;
• the wholly owned subsidiary zooplus d.o.o., Zagreb, Croatia, founded in February 2013, with share capital of kEUR 3; and
• the wholly owned subsidiary Tifuve GmbH, Munich, Germany, founded in May 2013, with share capital of kEUR 25.

These four companies did not conduct any business activities during the financial year and were not included in the consolidated financial statements because of their minor importance.

Segment reporting

The zooplus Group operates in only one business segment – the distribution and sale of pet supplies in the EU and other European countries. The products sold by the company are homogeneous and cannot be sub-divided. As an online retailer, the company offers its products centrally from one location irrespective of the end customers' geographic location. Consequently, there are no geographical segments as defined by IFRS. There is also no internal reporting by segment at present and, for this reason, the Group does not prepare segment reporting.

Earnings per share

Basic earnings per share is computed using the net profit for the period attributable to parent company shareholders divided by the weighted average number of ordinary shares outstanding during the reporting period. Consolidated net profit for the first three months of 2016 amounted to EUR 1.8 m (previous year: EUR 0.9 m). The average number of shares outstanding in the first three months of 2016 was 6,995,182, resulting in basic earnings per share of EUR 0.25 (previous year: EUR 0.13).

Diluted earnings per share is computed using the net profit for the period attributable to parent company shareholders divided by the weighted average number of ordinary shares outstanding during the reporting period plus any share equivalents that could lead to dilution. This computation results in notional earnings per share of EUR 0.25 (previous year: EUR 0.13).

Information in accordance with Section 37w (5) of the WpHG

As with all of the company's regular interim reports, these interim financial statements, and the interim management report have not been reviewed by an auditor.

German Corporate Governance Code

zooplus Aktiengesellschaft has submitted the declaration on the German Corporate Governance Code that is required under Section 161 of the German Stock Corporation Act (Aktiengesetz) and has made this declaration available to its shareholders on its website at http://investors.zooplus.com/en/corporate-governance/ corporate-governancestatement.html.

Munich, May 19, 2016

The Management Board

Imprint

Publisher

zooplus AG Sonnenstraße 15 80331 Munich Germany Tel.: +49 (0) 89 95 006 – 100 Fax: +49 (0) 89 95 006 – 500

Email: kontakt@zooplus.de www.zooplus.de

Investor Relations

cometis AG Unter den Eichen 7 65195 Wiesbaden Germany Tel.: +49 611 20 58 55 – 0 Fax: +49 611 20 58 55 – 66

Email: info@cometis.de www.cometis.de

Concept, editing, layout and typesetting:

cometis AG

Photos:

zooplus AG

The 3-Monthly report is also available in German. In case of discrepancies the German version prevails.

A digital version of this zooplus AG 3-Monthly report as well as the annual reports can be downloaded from the Investor Relations section of www.zooplus.com.

Forward-looking statements

This report contains forward-looking statements. These statements are based on current experience, estimates and projections of the management and currently available information. They are not guarantees for the realization of the future developments and results stated. The future developments and results are dependent on a wide range of factors. They encompass various risks and uncertainties, and are based upon assumptions as to future events that may not be accurate. Such factors include those discussed in the report on risks on page 13. We do not assume any obligation to update the forward-looking statements contained in this report.

zooplus AG Sonnenstraße 15 80331 München Germany