The digital dream is slowly turning into a nightmare....

Prospectus for the admission

to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard)

of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)

2,821,828 ordinary bearer shares with no-par value (Stückaktien) from a capital increase against contribution in cash resolved by the management board with the approval of the supervisory board

on September 25, 2020, and October 21, 2020,

and

1,098,207 ordinary bearer shares with no-par value (Stückaktien) from a capital increase against contribution in cash resolved by the management board with the approval of the supervisory board

on March 5, 2021, and March 12, 2021,

both by making use of the authorized capital resolved by the ordinary general shareholders’ meeting on June 24, 2020,

— each such share with a notional value of EUR 1.00 and full dividend rights from January 1, 2020 — of

windeln.de SE

Munich, Germany

International Securities Identification Number (ISIN): DE000WNDL128 German Securities Code (Wertpapierkennnummer, WKN): WNDL12

Trading Symbol: WDLA Listing Agent:

Quirin Privatbank AG, Berlin

The date of this prospectus is May 12, 2021.

Warning regarding the validity of the Prospectus

From the time when trading of the aforementioned shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) begins, which is expected to occur on May 18, 2021, the Prospectus will no longer be valid. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer valid.

TABLE OF CONTENTS

SUMMARY OF THE PROSPECTUS .................................................................................................................4 SECTION A – INTRODUCTION CONTAINING WARNINGS ..................................................................................4 SECTION B – KEY INFORMATION ON THE ISSUER ..........................................................................................4 SECTION C – KEY INFORMATION ON THE SECURITIES ...................................................................................8 SECTION D – KEY INFORMATION ON THE ADMISSION TO TRADING ON A REGULATED MARKET.........................9

GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS – ZUSAMMENFASSUNG

DES PROSPEKTS ...........................................................................................................................................10

ABSCHNITT A – EINLEITUNG MIT WARNHINWEISEN......................................................................................10 ABSCHNITT B – BASISINFORMATIONEN ÜBER DEN EMITTENTEN ...................................................................10 ABSCHNITT C – BASISINFORMATIONEN ÜBER DIE WERTPAPIERE .................................................................14 ABSCHNITT D – BASISINFORMATIONEN ÜBER DIE ZULASSUNG ZUM HANDEL AN EINEM GEREGELTEN

MARKT .............................................................................................................................15

A. RISK FACTORS .....................................................................................................................................16

I. RISKS RELATED TO OUR FINANCIAL POSITION .............................................................................16

II. RISKS RELATED TO OUR BUSINESS ............................................................................................19

III. RISKS RELATED TO THE MARKETS IN WHICH WE OPERATE............................................................25

IV. RISKS RELATED TO LEGAL, REGULATORY AND TAX ISSUES..........................................................28

V. RISKS RELATED TO OUR SHARES AND THE ADMISSION ................................................................34

B. GENERAL INFORMATION ....................................................................................................................36

I. RESPONSIBILITY STATEMENT .....................................................................................................36

II. PURPOSE OF THIS PROSPECTUS ................................................................................................36

III. COMPETENT AUTHORITY APPROVAL OF THE PROSPECTUS; WARNING REGARDING END OF VALIDITY ...................................................................................................................................36

IV. FORWARD-LOOKING STATEMENTS..............................................................................................37

V. SOURCES OF MARKET DATA ......................................................................................................37

VI. DOCUMENTS AVAILABLE FOR INSPECTION...................................................................................39

VII. CURRENCY PRESENTATION AND PRESENTATION OF FIGURES ......................................................39

VIII. PRESENTATION OF FINANCIAL INFORMATION...............................................................................39

C. THE ADMISSION ...................................................................................................................................44

I. SUBJECT MATTER OF THE ADMISSION ........................................................................................44

II. EXPECTED TIMETABLE FOR THE ADMISSION ................................................................................44

III. EXPECTED COST OF THE ADMISSION ..........................................................................................44

IV. INFORMATION ON THE SHARES ...................................................................................................44

V. ISIN/WKN/TICKER SYMBOL ......................................................................................................49

VI. TRANSFERABILITY OF THE SHARES, LOCK-UP..............................................................................49

VII. DESIGNATED SPONSOR .............................................................................................................49

VIII. INTERESTS OF PARTIES PARTICIPATING IN THE ADMISSION ..........................................................49

D. DIVIDEND POLICY; RESULTS AND DIVIDENDS PER SHARE; USE OF PROFITS..........................50

I. GENERAL PROVISIONS RELATING TO PROFIT ALLOCATION AND DIVIDED PAYMENTS .....................50

II. DIVIDEND POLICY AND EARNINGS PER SHARE.............................................................................51

E. CAPITALIZATION AND INDEBTEDNESS ............................................................................................52

I. CAPITALIZATION ........................................................................................................................52

II. INDEBTEDNESS..........................................................................................................................53

III. INDIRECT AND CONTINGENT INDEBTEDNESS ...............................................................................53

F. STATEMENT ON WORKING CAPITAL.................................................................................................54

G. BUSINESS .............................................................................................................................................55

I. OVERVIEW OF OUR BUSINESS....................................................................................................55

II. OUR KEY COMPETITIVE STRENGTHS ..........................................................................................55

III. OUR STRATEGY ........................................................................................................................57

IV. OUR OFFERING TO OUR CUSTOMERS.........................................................................................58

V. OUR MERCHANDISE AND BRANDS ..............................................................................................59

VI. VENDORS..................................................................................................................................60

VII. SALES AND MARKETING .............................................................................................................60

VIII. TECHNOLOGY............................................................................................................................61

IX. OPERATIONS .............................................................................................................................62

X. BUSINESS DEVELOPMENT IN THE PERIOD SINCE DECEMBER 31, 2020 ........................................65

XI. TREND INFORMATION.................................................................................................................66

XII. MATERIAL CONTRACTS ..............................................................................................................67

XIII. LEGAL AND ARBITRATION PROCEEDINGS ....................................................................................68

XIV. INSURANCE ...............................................................................................................................68

H. SHAREHOLDER INFORMATION..........................................................................................................70

I. GENERAL INFORMATION ON THE COMPANY AND THE GROUP...................................................71

I. FORMATION AND INCORPORATION ..............................................................................................71

II. COMMERCIAL NAME AND REGISTERED OFFICE ...........................................................................71

III. FISCAL YEAR AND DURATION .....................................................................................................71

IV. AUDITORS .................................................................................................................................71

V. ANNOUNCEMENTS, PAYING AGENT.............................................................................................72

J. DESCRIPTION OF THE COMPANY’S SHARE CAPITAL AND APPLICABLE REGULATIONS..........73

I. PROVISIONS RELATING TO THE SHARE CAPITAL OF THE COMPANY ..............................................73

II. GENERAL PROVISIONS GOVERNING A LIQUIDATION OF THE COMPANY..........................................74

III. SHAREHOLDER NOTIFICATION REQUIREMENTS; MANDATORY TAKEOVER BIDS; DIRECTORS’ DEALINGS .................................................................................................................................75

IV. REGULATORY DISCLOSURE OVER THE LAST TWELVE MONTHS ....................................................76

K. MANAGEMENT ......................................................................................................................................78

I. OVERVIEW ................................................................................................................................78

II. MANAGEMENT BOARD ...............................................................................................................80

III. SUPERVISORY BOARD ...............................................................................................................82

IV. CERTAIN INFORMATION REGARDING THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD ...............................................................................................................87

L. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS.............................................88

I. TERMS AND CONDITIONS OF TRANSACTIONS WITH RELATED PARTIES ..........................................88

II. TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL.................................................................88

III. TRANSACTIONS WITH OTHER RELATED PARTIES...........................................................................88

M. TAX WARNING ......................................................................................................................................89

N. FINANCIAL INFORMATION ................................................................................................................ F-1

O. GLOSSARY ..........................................................................................................................................G-1

P. RECENT DEVELOPMENTS AND OUTLOOK.....................................................................................O-1

I. RECENT DEVELOPMENTS IN OUR BUSINESS .............................................................................O-1

II. OUTLOOK................................................................................................................................O-1

SUMMARY OF THE PROSPECTUS

SECTION A – INTRODUCTION CONTAINING WARNINGS

This prospectus (the “Prospectus”) relates to the admission to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub- segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange of 2,821,828 ordinary bearer shares with no-par value (Stückaktien) of windeln.de SE, Legal Entity Identifier (“LEI”) 391200QX3JB9AM3VJG21, with business address at Stefan-George-Ring 23, 81929Munich, Germany (telephone: +49 (0) 89 4161715217; website: corporate.windeln.de) (the “Issuer”, “windeln.de” or the “Company”), from the capital increase against contribution in cash resolved by the Company’s management board (the “Management Board”) with the approval of the Company’s supervisory board (the “Supervisory Board”) on September 25, 2020, and October 21, 2020 (the “Capital Increase 2020”), and of 1,098,207 ordinary bearer shares with no-par value (Stückaktien) of the Company from the capital increase against contribution in cash resolved by the Management Board with the approval the Supervisory Board on March 5, 2021, and March 12, 2021 (the “Capital Increase 2021”), both by making use of the authorized capital resolved by the Company’s ordinary general shareholders’ meeting on June 24, 2020 – each such share from the Capital Increase 2020 and the Capital Increase 2021 with a notional value of EUR 1.00 and full dividend rights from January 1, 2020 (the “Admission Shares”). The Admission Shares bear the International Securities Identification Number (“ISIN”) DE000WNDL128.

The aforementioned admission of the Admission Shares was applied for by the Company and Quirin Privatbank AG, Kurfürstendamm 119, 10711 Berlin, Germany, LEI: 5299004IU009FT2HTS78 (telephone: +49 69 2475049 30; website: www.quirinprivatbank.de).

The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; “BaFin”), Marie- Curie-Straße 24-28, 60439 Frankfurt am Main, Germany (telephone: +49 228 4108 0; website: www.bafin.de), has approved this Prospectus as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC on May 14, 2020.

This summary should be read as an introduction to this Prospectus. Any decision to invest in the shares of the Company should be based on a consideration of this Prospectus as a whole by an investor. Investors in the shares of the Company could lose all or part of their invested capital. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary, including any translation thereof, but only where this summary is misleading, inaccurate or inconsistent, when read together with the other parts of this Prospectus, or where it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the shares of the Company.

SECTION B – KEY INFORMATION ON THE ISSUER B.I. Who is the issuer of the securities?

Issuer information

Principal activities

The Company’s legal name is windeln.de SE and it operates under the commercial name windeln.de. The Company, with LEI 391200QX3JB9AM3VJG21, has its registered seat in Munich, Germany, and its business address at Stefan-George-Ring 23, 81929 Munich, Germany, and is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany under number HRB 228000. The Company is a European stock corporation (Societas Europaea or SE) governed by the law of the European Union and German law.

Major shareholders

Voting Rights in % Shares Instruments

21.8 –

customers in Germany, Austria and Switzerland (which we refer to together as our “DACH” region) in our online shops “windeln.de” and “windeln.ch” as well as to customers in Spain, Portugal and France in our online shops “bebitus.com”, “bebitus.pt” and “bebitus.fr”. Since 2016, we also sell our products on the Chinese online platform Tmall Global (“windelnde.tmall.hk”), and since December 2020 we sell our products on the Chinese platform JD.com (“windeln.jd.hk”). Furthermore, we sell products via the WeChat Mini program in China.

The websites of our online shops can be accessed with computers, tablets and mobile devices via websites and mobile applications (apps). Through our websites, we operate online shops for a broad offering of immediately available products that we keep on stock to permit delivery within one to two business days within Europe. While our product offering in the European online shops focus on consumable and non-consumable products for babies, toddlers, children and young families, our Chinese online shops primarily focus on baby nutrition. Our customer proposition can be characterized as being primarily need- driven with a focus on cross-selling into higher-margin non-consumable products. As per the end of our fiscal year 2020, we offered a total of approximately 25,000 different products from around 500 suppliers through our websites. The product offering in our online shops primarily includes large and well-known brands such as Aptamil, Cybex, HiPP, Lego, Pampers, Hauck and Stokke. In order to tailor our product offering to our Repeat Customers, we have developed – within the boundaries of data protection law – data collection and analytics capabilities which we believe allow us to further fulfill the needs and anticipate the shopping preferences of our customers. In addition, we seek to personalize our customers’ shopping experience by addressing customers with personalized marketing and other tools, such as our pregnancy calendar app.

In the fiscal year 2020, we generated EUR 76,067 thousand in revenues from continuing operations, thereof EUR 20,045 thousand from our segment Europe (share in revenues from continuing operations in 2020: 26%) and EUR 56,022 thousand from our segment China (share in revenues from continuing operations in 2020: 74%). Our adjusted EBIT for the fiscal year 2020 amounted to minus EUR 8,565 thousand. We employed 218 employees as of December 31, 2020.

Ultimate Shareholder

Xiong, Delin

Qian, Zou

Jakopitsch, Clemens Feng, Michael

Siek, Thomas Hauptstadt Mobile HM GmbH

Li, Zongbin

Direct Shareholder

HedgeStone Multi-Strategy Global Consumer Fund

Youth Pte. Ltd.

Jakopitsch, Clemens

MF Holdings Inc

Siek, Thomas

Hauptstadt Mobile HM GmbH

ZONG DA INDUSTRIAL CO.,LIMITED

Total

21.8

18.39 – 18.39 16.67 – 16.67 15.26 3,81 19.07

10.6 – 10.6 4.32 – 4.32

4.18 – 4.18

Control

Management Board Statutory auditors

None of the shareholders controls the Company in the meaning of Sections 29 para. 2, 30 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) as none of them directly or indirectly holds more than 30% of the shares in the Company and none of them are attributed more than 30% of the voting rights in the Company.

The Management Board (Vorstand) consists of Matthias Peuckert (Chief Executive Officer) and Xiaowei Wei (New Business in China).

The Company appointed KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, office Munich, Ganghoferstraße 29, 80339 Munich, Germany, (“KPMG”) as (i) the statutory auditor of our annual financial statements prepared in accordance with the German Commercial Code (Handelsgesetzbuch) as of and for the fiscal year ended December 31, 2020, and (ii) the statutory auditor of our consolidated financial statements as of and for the fiscal year ended December 31, 2020 prepared in accordance with IFRS, as adopted by the EU, and

the additional requirements of German commercial law pursuant to Sec. 315e (1) of the German Commercial Code (Handelsgesetzbuch).

B.II. What is the key financial information regarding the issuer?

The financial information contained in the following tables is taken or derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2020 and our internal reporting system. In our consolidated financial statements as of and for the fiscal year ended December 31, 2020 the comparative financial information as of and for the fiscal year ended December 31, 2019 was retrospectively adjusted due to the necessary presentation of the Company’s Bebitus business (“Bebitus”) as discontinued operation in accordance with IFRS 5 “Non- current Assets Held for Sale and Discontinued Operations” after the Company decided to discontinue its Bebitus operations by selling some of the associated assets and abandoning others. For purposes of comparability of the fiscal years ended December 31, 2020 and December 31, 2019 the adjusted comparative financial information as of and for the fiscal year ended December 31, 2019 from our consolidated financial statements as of and for the fiscal year ended December 31, 2020 is additionally presented in the tables below (designated in the tables as “2019 R” whereby “R” means “Restated”). Those audited consolidated financial statements have been prepared in accordance with IFRS, as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315e (1) HGB. Where financial data in the following tables is labeled “audited”, this means that it has been taken from the audited consolidated financial statements mentioned above. The label “unaudited” is used in the following tables to indicate financial data that has not been taken from the audited consolidated financial statements mentioned above, but rather was taken from our internal reporting system, or has been calculated based on financial data from the above- mentioned sources.

Selected Data from Consolidated Income Statement and Other Comprehensive Income

For the fiscal year ended 31 December

(EUR thousand) 2020

Total revenues ............................................................................................. Gross profit .................................................................................................. Earnings before interest and taxes (EBIT) .................................................... Financial results ........................................................................................... Earnings before taxes (EBT) ......................................................................... Profit or loss from continuing operations ................................................ Profit or loss after taxes from discontinued operations............................... Profit or loss for the period.....................................................................

2019 R(1)

(EUR thousand) 2020

Total assets .................................................................................................. 21,043 Total equity.................................................................................................. 10,203 Total current liabilities ................................................................................. 9,102

Selected Data from the Consolidated Statement of Cash Flows

2019

76,067 16,184 -8,669 -68 -8,737 -8,740 -5,008 -13,748

70,146

17,967 -11,092 -68 -11,160 -11,167 -3,445 -14,612

(1)

In the consolidated financial statements as of and for the fiscal year ended December 31, 2020 the comparative financial information as of and for the fiscal year ended December 31, 2019 was retrospectively adjusted due to the necessary presentation of Bebitus as discontinued operation in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” after the Company decided to discontinue its Bebitus operations by selling some of the associated assets and abandoning others. For purposes of comparability of the fiscal years ended December 31, 2020 and December 31, 2019, the adjusted comparative financial information as of and for the fiscal year ended December 31, 2019 from our consolidated financial statements as of and for the fiscal year ended December 31, 2020 is presented in the table above (designated in the table as “2019 R” whereby “R” means “Restated”).

Selected Data from Consolidated Statement of Financial Position

For the fiscal year ended 31 December

(EUR thousand) 2020

Net cash flow from / used in operating activities ........................................ Net cash flow from / used investing activities ............................................. Net cash flow from / used financing activities .............................................

2019

For the fiscal year ended 31 December

24,809 15,359 9,349

-11,567 257 8,547

-7,070 -484 7,714

Statement on Key Financial Performance Metrics

(EUR thousand, unless otherwise specified)

Earnings before interst and taxes (EBIT) (audited)...................................

adjusted for share-based compensation...................................................... adjusted for costs of reorganization measures ............................................ adjusted for costs of acquisitions................................................................. adjusted for costs of the cancelled warehouse move.................................. adjusted for effects from deconsolidation of windeln.ch AG....................... adjusted for impairments of intangible assets ............................................. Adjusted EBIT(2) ...................................................................................... Revenues (audited) ...................................................................................... Adjusted EBIT in % of revenues...............................................................

For the fiscal year ended 31 December 2020 2019 R(1)

(unaudited, unless otherwise specified)

-8,669 -11,092

61 38 – 20 – 45

250 29 -207 – – 644 -8,565 -10,316 76,067 70,146 -11.3% -14.7%

(1)

(2)

We define EBIT as Earnings before interest and taxes. Our adjusted EBIT is defined and calculated by adjusting our EBIT for (i) expenses and income in connection with share-based compensation, (ii) costs of reorganization measures, (iii) costs of acquisitions, (iv) costs of the canceled warehouse move, (v) effects from deconsolidation of windeln.ch AG and (vi) impairments of purchased intangible assets. A reconciliation of our adjusted EBIT to our EBIT is shown in the table above.

B.III. What are the key risks that are specific to the issuer?

 We have incurred significant operating losses since our inception, and there is no guarantee that we will achieve profitability in the future. Despite our efforts to increase cash inflow from our operating activities and to reduce costs and increase margins, we expect that this situation will persist in the fiscal year 2021 and plan an additional equity capital measure to meet our future payment obligations. We cannot exclude that we may be in a similar situation in subsequent fiscal years. Should we fail to obtain additional equity or debt financing at the relevant point in time, this may lead to our insolvency and a total loss of the shareholders’ investments into our shares.

 We are dependent on a limited number of key suppliers in particular of baby nutrition and diapers and there is a risk that our key suppliers could discontinue selling to us on financially viable terms, fail to supply us with high-quality and compliant merchandise, or fail to comply with applicable laws or regulations.

 We are heavily dependent on the sales of baby food products to customers in the People’s Republic of China (“China”), as our revenues from continuing operations generated with customers in China represented 73% and 74% of our revenues from continuing operations in the fiscal years ended December 31, 2019 and 2020, and, due to our business strategy, this dependency will increase in the future.

 We are subject to a variety of regulations, including but not limited to consumer and data protection laws, regulations governing e-commerce and competition laws in the jurisdictions in which we operate and to which we sell, in particular in China, and future regulations might impose additional requirements and other obligations on our business, thereby increasing our operational costs or otherwise harm our business.

 The measures initiated to increase our margins and to further reduce our costs could not bring the expected results which may prevent us from achieving profitability on the basis of adjusted EBIT in the fiscal year 2022, as currently targeted, or at all.

 Our ability to raise capital in the future could be limited due to a deterioration of market conditions or financial crises, in particular in connection with the current Covid-19 pandemic.

 We are exposed to currency risks, in particular relating to Chinese CNY.

 We depend on external service providers to which we have outsourced most of our customer service, logistics and distribution as well as, in partial, our IT shop system. Dissatisfaction with our services provided by external service providers could prevent us from retaining or gaining customers and realizing cost benefits.

 Any failure of our logistics service providers to efficiently operate and manage our logistics centers in Germany and China and our logistics capacity could have a material adverse effect on our business.

 We depend on key management and may be unable to attract, train, motivate and retain suitably qualified personnel and to maintain good relationships with our workforce.

 The markets in which we operate feature an intense competition that presents a constant threat to the success of our business.

 Negative developments in general economic conditions could materially adversely impact consumer spending for some of our product categories.

SECTION C – KEY INFORMATION ON THE SECURITIES

C.I. What are the main features of the securities?

Type, class, ISIN, par value Number of securities

Currency Rights attached

Seniority

Free transferability

Dividend policy

This summary relates to ordinary bearer shares with no-par value (Stückaktien) of the Company; ISIN: DE000WNDL128; German Securities Code (Wertpapierkennnummer, WKN): WNDL12; Trading Symbol: WDLA.

As of the date of this Prospectus, the share capital of the Company amounts to EUR 12,080,280.00 and is divided into 12,080,280 ordinary bearer shares with no-par value (Stückaktien). Each share of the Company represents a notional value of EUR 1.00 in the Company’s share capital. All shares of the Company are fully paid up.

The Company’s shares are denominated in euro.

Each share of the Company carries one vote at the Company’s general shareholders’ meeting. There are no restrictions on voting rights. The Company’s shares carry full dividend rights as of January 1, 2020.

The shares of the Company are subordinated to all other securities and claims in case of an insolvency of the Company.

The shares of the Company are freely transferable in accordance with the legal requirements for ordinary bearer shares. There are no restrictions on the transferability of the Company’s shares.

The Company currently intends to retain all available funds and any future earnings to support operations and to finance the development of its business and does not intend to pay dividends in the foreseeable future. Any future determination to pay dividends will be made in accordance with applicable laws, and will depend upon, among other factors, the Company’s results of operations, financial condition, contractual restrictions and capital requirements. The Company’s future ability to pay dividends may be limited by the terms of any existing and future debt or preferred securities.

C.II. Where will the securities be traded?

The Company applied for admission of the Admission Shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, to the sub-segment thereof with additional post-admission obligations (Prime Standard), in which the shares of the Company are already traded, on May 4, 2021 (the “Admission”).

C.III. What are the key risks that are specific to the securities?

 Five major investors hold significant interests in the Company. If future general shareholders’ meetings of the Company show a shareholder turnout similar to those in the recent past, one or at least several of them jointly could achieve a position to block fundamental resolutions of the Company’s shareholders’ meeting such as resolutions on capital measures.

 The interests pursued by certain of our major investors could differ in the future from the interests of the Management Board, the Supervisory Board, other major investors or other shareholders which could result in conflicts binding significant ressources of the Management Board and the Supervisory Board.

 Future offerings of debt or equity securities by us, which may be needed to finance our business operations and growth, in particular in China, and which we plan for the nearby future could materially adversely affect the market price of our shares, and future capitalization measures could substantially dilute the interests of our existing shareholders.

SECTION D – KEY INFORMATION ON THE ADMISSION TO TRADING ON A REGULATED MARKET D.I. Who is the the person asking for admission to trading?

The Company and Quirin Privatbank AG – as listing agent – applied for the admission to trading.

D.II. Why is this prospectus being produced?

Reasons for the admission to trading on a regulated market

Most material conflicts of interest pertaining to the admission to trading

The Company is obliged to apply for the admission of the Admission Shares to trading on the regulated market pursuant to Section 40 of the German Stock Exchange Act (Börsengesetz) together with Section 69 of the Stock Exchange Admission Regulation (Börsenzulassungsverordnung).

For its services as listing agent, Quirin Privatbank AG receives a fee of approx. EUR 50 thousand which becomes due upon admission of the Admission Shares. Therefore, it has a financial interest in the success of the Admission.

Other than the interests described above, there are no material interests, in particular no material conflicts of interest, with respect to the Admission.

GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS – ZUSAMMENFASSUNG DES PROSPEKTS

ABSCHNITT A – EINLEITUNG MIT WARNHINWEISEN

Dieser Prospekt (der „Prospekt“) bezieht sich auf die Zulassung zum Handel an dem regulierten Markt der Frankfurter Wertpapierbörse mit gleichzeitiger Zulassung zum Teilbereich des regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime Standard) der Frankfurter Wertpapierbörse von 2.821.828 auf den Inhaber lautenden Stammaktien ohne Nennbetrag (Stückaktien) der windeln.de SE, Rechtsträgerkennung („LEI“) 391200QX3JB9AM3VJG21, Geschäftsanschrift Stefan-George-Ring 23, 81929 München, Bundesrepublik Deutschland, (Telefon +49 (0) 89 4161715217; Website: www.windeln.de (der „Emittent“, “windeln.de” oder die „Gesellschaft“), aus der vom Vorstand der Gesellschaft (der „Vorstand“) mit Zustimmung des Aufsichtsrats der Gesellschaft (der „Aufsichtsrat“) am 25. September 2020 und 21. Oktober 2020 beschlossenen Kapitalerhöhung gegen Bareinlage (die „Kapitalerhöhung 2020“) und von 1.098.207 auf den Inhaber lautenden Stammaktien ohne Nennbetrag (Stückaktien) der Gesellschaft aus der vom Vorstand mit Zustimmung des Aufsichtsrats am 5. März 2021 und am 12. März 2021 beschlossenen Kapitalerhöhung gegen Bareinlage (die „Kapitalerhöhung 2021“), beide unter Ausnutzung des von der ordentlichen Hauptversammlung der Gesellschaft am 24. Juni 2020 beschlossenen genehmigten Kapitals – jede dieser Aktien aus der Kapitalerhöhung 2020 und der Kapitalerhöhung 2021 mit einem anteiligen Betrag am Grundkapital der Gesellschaft von EUR 1,00 und voller Gewinnberechtigung ab dem 1. Januar 2020 (die „Zuzulassenden Aktien“). Die Zuzulassenden Aktien tragen die internationale Wertpapier-Identifikationsnummer („ISIN“) DE000WNDL128.

Die Zulassung der Zuzulassenden Aktien wurde von der Gesellschaft und der Quirin Privatbank AG, Kurfürstendamm 119, 10711 Berlin, Deutschland, LEI: 5299004IU009FT2HTS78 (Telefon: +49 69 2475049 30; Website: www.quirinprivatbank.de) beantragt.

Die Bundesanstalt für Finanzdienstleistungsaufsicht („BaFin“), Marie Curie Straße 24-28, 60439 Frankfurt am Main, Deutschland (Telefon: + 49 228 4108 0; Website: www.bafin.de), hat diesen Prospekt als zuständige Behörde gemäß der Verordnung (EU) 2017/1129 des Europäischen Parlaments und des Rates vom 14. Juni 2017 über den Prospekt, der beim öffentlichen Angebot von Wertpapieren oder bei deren Zulassung zum Handel an einem geregelten Markt zu veröffentlichen ist, und zur Aufhebung der Richtlinie 2003/71/EG am 14. Mai 2020 gebilligt.

Diese Zusammenfassung sollte als Einleitung zu diesem Prospekt verstanden werden. Anleger sollten sich bei jeder Entscheidung, in die Aktien der Gesellschaft zu investieren, auf diesen Prospekt als Ganzes stützen. Anleger, die in die Aktien der Gesellschaft investieren, könnten das gesamte angelegte Kapital oder einen Teil davon verlieren. Für den Fall, dass vor einem Gericht Ansprüche aufgrund der in diesem Prospekt enthaltenen Informationen geltend gemacht werden, könnte der als Kläger auftretende Anleger nach nationalem Recht die Kosten für die Übersetzung dieses Prospekts vor Prozessbeginn zu tragen haben. Nur diejenigen Personen haften zivilrechtlich, die diese Zusammenfassung samt etwaiger Übersetzungen vorgelegt und übermittelt haben. Dies gilt jedoch nur für den Fall, dass diese Zusammenfassung, wenn sie zusammen mit den anderen Teilen dieses Prospekts gelesen wird, irreführend, unrichtig oder widersprüchlich ist oder dass sie, wenn sie zusammen mit den anderen Teilen dieses Prospekts gelesen wird, nicht die Basisinformationen vermittelt, die in Bezug auf Anlagen in die Aktien der Gesellschaft für die Anleger eine Entscheidungshilfe darstellen würden.

ABSCHNITT B – BASISINFORMATIONEN ÜBER DEN EMITTENTEN B.I. Wer ist der Emittent der Wertpapiere?

Informationen über den Emittenten

Haupttätigkeiten

Die juristische Bezeichnung der Gesellschaft ist windeln.de SE und sie ist unter ihrer kommerziellen Bezeichnung windeln.de tätig. Die Gesellschaft mit der LEI 391200QX3JB9AM3VJG21 hat ihren Sitz in München, Deutschland, und ihre Geschäftsanschrift ist Stefan-George-Ring 23, 81929 München, Deutschland. Sie ist im Handelsregister des Amtsgerichts München unter der Nummer HRB 228000 eingetragen. Die Gesellschaft ist eine europäische Aktiengesellschaft (Societas Europaea oder SE), die dem Recht der Europäischen Union und deutschem Recht unterliegt.

Wir sind der Ansicht, dass wir zu den führenden Händlern für Baby-, Kleinkinder- und Kinder- und Familienprodukte mit Online-Shops in sechs europäischen Ländern sowie in China zählen. In unseren Online-Shops bieten wir eine breite Auswahl sowohl an Verbrauchsgütern, wie etwa Windeln und Babynahrung, als auch an Gebrauchsgütern wie Kleidung, Spielzeug, Sicherheits-, Schönheits- und Kosmetikprodukte, Kindersitze und

Hauptanteilseigner

Stimmrechte in % Aktien Instrumente

Einrichtungsgegenstände für Babys, Kleinkinder und Kinder sowie Kosmetikprodukte, Nahrungsergänzungsmittel und Beziehungsprodukte für junge Eltern an, d.h. Produkte zur Verbesserung der Intimität in einer Beziehung. Wir bieten unsere Produkte in erster Linie Kunden in China über den Online-Shop „windeln.com.cn“, Kunden in Deutschland, Österreich und der Schweiz (die wir gemeinsam als die „DACH“-Region bezeichnen) über die Online-Shops „windeln.de“ und „windeln.ch“ sowie Kunden in Spanien, Portugal und Frankreich über die Online-Shops „bebitus.com“, „bebitus.pt“ und „bebitus.fr“ an. Seit 2016 verkaufen wir unsere Produkte zusätzlich auf der chinesischen Online-Plattform Tmall Global („windelnde.tmall.hk“) und seit Dezember 2020 verkaufen wir unsere Produkte auf der chinesischen Plattform JD.com („windeln.jd.hk“). Darüber hinaus verkaufen wir Produkte über das WeChat-Mini-Programm in China.

Auf die Internetauftritte unserer Online-Shops kann vom Computer, Tablet oder mobilen Endgeräten mittels Webseiten und mobilen Anwendungen (Apps) zugegriffen werden. Über unsere Webseiten betreiben wir Online-Shops für ein breites Angebot von sofort verfügbaren Produkten, die wir vorrätig halten, um eine Lieferung innerhalb von ein bis zwei Werktagen innerhalb Europas zu ermöglichen. Während sich unsere Produktpalette in den europäischen Online-Shops auf Ver- und Gebrauchsgüter für Babys, Kleinkinder, Kinder und junge Familien konzentriert, bieten wir in den chinesischen Online-Shops hauptsächlich Babynahrung an. Unser Angebot kann als in erster Linie bedarfsorientiert bezeichnet werden, wobei der Schwerpunkt auf dem Cross-Selling in den Bereich der margenstärkeren Gebrauchsprodukte liegt. Zum Ende unseres Geschäftsjahres 2020 umfasste unser Angebot auf unsere Webseiten insgesamt circa 25.000 verschiedene Produkte von circa 500 Lieferanten. Die Produktpalette unserer Online-Shops beinhaltet dabei in erster Linie große und bekannte Marken wie zum Beispiel Aptamil, Cybex, HiPP, Lego, Pampers, Hauck und Stokke. Um unser Produktangebot auf unsere Stammkunden zuzuschneiden, haben wir – im Rahmen des geltenden Datenschutzrechts – Datenerfassungs- und Datenanalysekapazitäten entwickelt, die es uns unserer Meinung nach ermöglichen, die Bedürfnisse unserer Kunden besser zu bedienen und ihre Kaufpräferenzen zu antizipieren. Zusätzlich versuchen wir das Einkaufserlebnis unserer Kunden zu personalisieren, indem wir sie mit personalisierten Marketing- und weiteren Instrumenten ansprechen, wie etwa unsere App für einen Schwangerschaftskalender.

Im Geschäftsjahr 2020 haben wir Umsatzerlöse aus fortzuführenden Geschäftsbereichen von TEUR 76.067 erzielt, davon TEUR 20.045 in unserem Europa-Segment (Anteil an den Umsatzerlösen aus fortzuführenden Geschäftsbereichen 2020: 26%) und TEUR 56.022 in unserem China-Segment (Anteil an den Umsatzerlösen aus fortzuführenden Geschäftsbereichen 2020: 74%). Das Bereinigte EBIT für das Geschäftsjahr 2020 betrug minus TEUR 8.565. Zum 31. Dezember 2020 beschäftigten wir 218 Mitarbeiter.

Letztgesellschafter

Xiong, Delin

Qian, Zou

Jakopitsch, Clemens Feng, Michael

Siek, Thomas Hauptstadt Mobile HM GmbH

Li, Zongbin

Unmittelbarer Aktionär

HedgeStone Multi-Strategy Global Consumer Fund

Youth Pte. Ltd.

Jakopitsch, Clemens

MF Holdings Inc

Siek, Thomas

Hauptstadt Mobile HM GmbH

ZONG DA INDUSTRIAL CO.,LIMITED

Gesamt

21,8 – 21,8

18,39 – 18,39 16,67 – 16,67 15,26 3,81 19,07

10,6 – 10,6 4,32 – 4,32

4,18 – 4,18

Kontrolle

Vorstand

Keiner der Aktionäre kontrolliert die Gesellschaft im Sinne von §§ 29 Abs. 2, 30 des Wertpapiererwerbs- und Übernahmegesetzes, da keiner von ihnen direkt oder indirekt mehr als 30% der Aktien der Gesellschaft hält und keinem von ihnen mehr als 30% der Stimmrechte zugerechnet werden.

Der Vorstand besteht aus Matthias Peuckert (Chief Executive Officer) und Xiaowei Wei (New Business in China).

Abschlussprüfer

Die Gesellschaft hat die KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Büro München, Ganghoferstraße 29, 80339 München, Deutschland, („KPMG“) als (i) Abschlussprüfer für ihren nach dem Handelsgesetzbuch (HGB) zu erstellenden Jahresabschluss für das zum 31. Dezember 2020 endende Geschäftsjahr und (ii) Abschlussprüfer für ihren nach IFRS, wie sie in der EU anzuwenden sind, unter ergänzenden Anforderungen des deutschen Handelsrechts gemäß § 315e (1) HGB zu erstellenden Konzernabschluss für das zum 31. Dezember 2020 endende Geschäftsjahr bestellt.

B.II. Welches sind die wesentlichen Finanzinformationen über den Emittenten?

Die in den nachfolgenden Tabellen aufgeführten Finanzinformationen sind aus dem Konzernabschluss des zum 31.Dezember 2020 endenden Geschäftsjahres und unserem internen Berichtssystem entnommen oder davon abgeleitet. In unserem Konzernabschluss für das zum 31. Dezember 2020 endende Geschäftsjahr wurden die Vorjahresvergleichszahlen für das zum 31. Dezember 2019 endende Geschäftsjahr aufgrund der notwendigen Darstellung des Bebitus-Geschäfts der Gesellschaft („Bebitus“) als aufgegebener Geschäftsbereich gemäß IFRS 5 „Zur Veräußerung gehaltene langfristige Vermögenswerte und aufgegebene Geschäftsbereiche“ rückwirkend angepasst, nachdem die Gesellschaft beschlossen hat, den Geschäftsbetrieb von Bebitus durch den Verkauf einiger der zugehörigen Vermögenswerte und die Aufgabe anderer Vermögenswerte einzustellen. Zum Zwecke der Vergleichbarkeit der zum 31. Dezember 2020 und zum 31. Dezember 2019 endenden Geschäftsjahre werden in den folgenden Tabellen zusätzlich die angepassten Vorjahresvergleichszahlen für das zum 31. Dezember 2019 endende Geschäftsjahr aus unserem Konzernabschluss für das am 31. Dezember 2020 endende Geschäftsjahr dargestellt (in den Tabellen als „2019 R“ bezeichnet, wobei „R“ für „Restated“ steht). Dieser geprüfte Konzernabschluss wurde im Einklang mit IFRS, wie sie in der EU anzuwenden sind, und den zusätzlichen Anforderungen des deutschen Handelsrechts gemäß § 315e (1) HGB erstellt. Soweit Finanzinformationen in den folgenden Tabellen als „geprüft“ betitelt sind, bedeutet dies, dass sie aus dem oben genannten Konzernabschluss entnommen wurden. Die Bezeichnung „ungeprüft“ wird in den nachfolgenden Tabellen genutzt, um anzuzeigen, dass die betroffenen Finanzinformationen nicht aus dem oben erwähnten Konzernabschluss entnommen wurden, stattdessen aber aus dem internen Berichtsystem entnommen oder auf Grundlage von Finanzinformationen aus den vorgenannten Quellen errechnet wurden.

Ausgewählte Daten aus der Konzern-Gesamtergebnisrechnung (EUR tausend)

Umsatzerlöse insgesamt .............................................................................. Bruttoergebnis vom Umsatz ........................................................................ Ergebnis vor Zinsen und Steuern (EBIT) ....................................................... Finanzergebnis ............................................................................................. Ergebnis vor Steuern (EBT) .......................................................................... Ergebnis aus fortzuführenden Geschäftsbereichen.................................. Ergebnis nach Steuern aus aufgegebenen Geschäftsbereichen................... Periodenergebnis ...................................................................................

Für das am 31. Dezember endendene Geschäftsjahr

2020

2019 R(1)

76.067 16.184 -8.669 -68 -8.737 -8.740 -5.008 -13.748

70.146

17.967 -11.092 -68 -11.160 -11.167 -3.445 -14.612

(1)

In dem Konzernabschluss für das zum 31. Dezember 2020 endende Geschäftsjahr wurden die Vorjahresvergleichszahlen für das zum 31. Dezember 2019 endende Geschäftsjahr aufgrund der notwendigen Darstellung von Bebitus als aufgegebener Geschäftsbereich gemäß IFRS 5 „Zur Veräußerung gehaltene langfristige Vermögenswerte und aufgegebene Geschäftsbereiche“ rückwirkend angepasst, nachdem die Gesellschaft beschlossen hat, den Geschäftsbetrieb von Bebitus durch den Verkauf einiger der zugehörigen Vermögenswerte und die Aufgabe anderer Vermögenswerte einzustellen. Zum Zwecke der Vergleichbarkeit der zum 31. Dezember 2020 und zum 31. Dezember 2019 endenden Geschäftsjahre, werden in der obigen Tabelle die angepassten Vorjahresvergleichszahlen für das zum 31. Dezember 2019 endende Geschäftsjahr aus unserem Konzernabschluss für das am 31. Dezember 2020 endende Geschäftsjahr dargestellt (in der Tabelle als „2019 A“ bezeichnet, wobei „R“ für „Restated“ steht).

Ausgewählte Daten aus der Konzern-Bilanz

(EUR tausend) 2020

Bilanzsumme................................................................................................ Summe Eigenkapital .................................................................................... Summe kurzfristige Schulden.......................................................................

2019

Für das am 31. Dezember endende Geschäftsjahr

21.043 10.203 9.102

24.809 15.359 9.349

Ausgewählte Daten aus der Kapitalflussrechnung

(EUR tausend) 2020

Netto-Cashflow aus laufender Geschäftstätigkeit........................................ -7.070 Netto-Cashflow aus Investitionstätigkeiten ................................................. -484 Netto-Cashflow aus Finanzierungstätigkeiten ............................................. 7.714

Erklärung zu den wesentlichen finanziellen Leistungsindikatoren

2019

Für das am 31. Dezember endende Geschäftsjahr

-11.567 257 8.547

Für das am 31. Dezember endende Geschäftsjahr (EUR tausend, sofern nicht anders angegeben) 2020 2019 R(1)

(ungeprüft, sofern nicht anders angegeben)

Ergebnis vor Zinsen und Steuern (EBIT) (geprüft) .................................... -8.669 -11.092 bereinigt um anteilsbasierte Vergütung ...................................................... 61 38 bereinigt um Kosten für Reorganisationsmaßnahmen ................................ – 20 bereinigt um Erwerbskosten ........................................................................ – 45 bereinigt um Kosten für den aufgegebenen Umzug des Warenlagers......... 250 29 bereinigt um Effekte aus der Entkonsolidierung der windeln.ch AG -207 –

bereinigt um Wertminderungsverlust von immateriellen

Vermögenswerten ....................................................................................... – 644 Bereinigtes EBIT(2) ................................................................................... -8.565 -10.316 Umsatzerlöse (geprüft) ................................................................................ 76.067 70.146 Bereinigtes EBIT in % der Umsatzerlöse .................................................. -11,3% -14,7%

(1)

(2)

Wir definieren EBIT als Ergebnis vor Zinsen und Steuern. Wir definieren und berechnen unser bereinigtes EBIT durch Anpassung unseres EBIT um (i) Aufwand und Ertrag aus anteilsbasierter Vergütung, (ii) Kosten für Reorganisationsmaßnahmen, (iii) Erwerbskosten, (iv) Kosten für den aufgegebenen Umzug des Warenlagers, (v) Effekte aus der Entkonsolidierung der windeln.ch AG und (vi) Wertminderungsverluste von immateriellen Vermögenswerten. Eine Überleitung unseres bereinigten EBIT auf unser EBIT zeigt die oben stehende Tabelle.

B.III. Welches sind die zentralen Risiken, die für den Emittenten spezifisch sind?

 Wir haben seit unserer Gründung erhebliche operative Verluste erlitten, und es ist nicht garantiert, dass wir in Zukunft profitabel sein werden. Trotz unserer Anstrengungen den Mittelzufluss aus der laufenden Geschäftstätigkeit zu erhöhen und Kosten zu senken sowie Margen zu steigern, erwarten wir, dass diese Situation im Geschäftsjahr 2021 bestehen bleibt und planen eine zusätzliche Eigenkapitalmaßnahme, um unsere zukünftigen Zahlungsverpflichtungen zu erfüllen. Wir können nicht ausschließen, dass wir in den darauffolgenden Geschäftsjahren in einer ähnlichen Situation sein werden. Sollte es uns nicht gelingen, zusätzliche Eigen- oder Fremdmittel zum maßgeblichen Zeitpunkt zu beschaffen, könnte dies unsere Insolvenz und damit einen vollständigen Verlust der in unsere Aktien angelegten Mittel zur Folge haben.

 Wir sind von einer begrenzten Anzahl an wichtigen Lieferanten, insbesondere von Babynahrung und Windeln, abhängig und sind daher dem Risiko ausgesetzt, dass unsere wichtigen Lieferanten uns Waren nicht mehr zu finanziell rentablen Konditionen verkaufen, uns keine qualitativ hochwertigen und den Vorgaben entsprechenden Waren liefern, oder einschlägige Gesetze oder Vorschriften verletzen.

 Wir hängen stark von dem Absatz von Babynahrungsprodukten in der Volksrepublik China („China“) ab, da unsere Umsatzerlöse aus laufender Geschäftstätigkeit mit Kunden in China 73% und 74% unserer Umsatzerlöse aus fortzuführenden Geschäftsbereichen in den Geschäftsjahren zum 31. Dezember 2019 und 2020 dargestellt haben und sich diese Abhängigkeit aufgrund unserer Geschäftsstrategie in der Zukunft erhöhen wird.

 Wir sind verschiedenen Vorschriften unterworfen, einschließlich, jedoch nicht ausschließlich, im Verbraucherschutz-, Datenschutz-, E-Commerce- und Wettbewerbsrecht, in den Rechtsordnungen, in denen wir tätig sind und in die wir verkaufen, insbesondere in China, und künftige Vorschriften könnten unserer Geschäftstätigkeit zusätzliche Anforderungen und andere Verpflichtungen auferlegen und dadurch unsere Betriebskosten erhöhen oder unserem Geschäft anderweitig schaden.

 Die zur Erhöhung unserer Margen und zur weiteren Kostenreduktion ergriffenen Maßnahmen könnten nicht den erhofften Erfolg bringen, was uns daran hindern könnte, im Geschäftsjahr 2022, wie derzeit angestrebt, oder überhaupt Profitabilität auf Basis des bereinigten EBIT zu erreichen.

 Unsere Fähigkeit zur künftigen Kapitalaufbringung könnte aufgrund einer Verschlechterung der Marktbedingungen oder Finanzkrisen, insbesondere im Zusammenhang mit der aktuellen Covid-19-Pandemie, begrenzt sein.

 Wir sind Währungsrisiken ausgesetzt, insbesondere in Bezug auf den chinesischen Yuan (CNY).

 Wir sind von externen Dienstleistungsunternehmen abhängig, an die wir den größten Teil unseres Kundenservices, der Logistik und des Vertriebs sowie in Teilen auch unser IT-Shop System ausgelagert haben. Sollten Kunden mit unseren Dienstleistungen, die von externen Dienstleistern erbracht werden, unzufrieden sein, könnte uns dies davon abhalten, Kunden zu halten oder zu gewinnen und Kostenvorteile zu realisieren.

 Jeglicher Misserfolg unserer Logistikdienstleister, unsere Logistikzentren in Deutschland und China effizient zu betreiben und zu verwalten sowie unsere Logistikkapazitäten effizient zu nutzen, könnte erhebliche nachteilige Auswirkungen auf unser Geschäft haben.

 Wir sind vom Führungspersonal in Schlüsselpositionen abhängig und könnten nicht in der lage sein, entsprechend qualifiziertes Personal zu gewinnen, zu schulen, zu motivieren und zu halten sowie gute Beziehungen zu unserer Belegschaft zu pflegen.

 Die Märkte, in denen wir tätig sind, zeichnen sich durch einen intensiven Wettbewerb aus, der eine ständige Bedrohung für den Erfolg unseres Geschäfts darstellt.

 Negative Entwicklungen der allgemeinen wirtschaftlichen Bedingungen könnten die Ausgaben von Verbrauchern für einige unserer Produktkategorien erheblich beeinträchtigen.

ABSCHNITT C – BASISINFORMATIONEN ÜBER DIE WERTPAPIERE

C.I. Welches sind die wichtigsten Merkmale der Wertpapiere?

Typ, Gattung, ISIN, Nennwert

Anzahl der Wertpapiere

Währung Verbundene Rechte

Rang

Freie Handelbarkeit

Dividendenpolitik

Diese Zusammenfassung bezieht sich auf den Inhaber lautende Stammaktien der Gesellschaft ohne Nennbetrag (Stückaktien); ISIN: DE000WNDL128; Wertpapierkenn- nummer (WKN): WNDL12; Börsenkürzel: WDLA.

Zum Datum dieses Prospekts beträgt das Grundkapital der Gesellschaft EUR 12.080.280,00 eingeteilt in 12.080.280 nennwertlose Inhaberaktien (Stückaktien). Jede Aktie entspricht einem anteiligen Betrag am Grundkapital der Gesellschaft von EUR 1,00. Alle Aktien sind vollständig eingezahlt.

Die Aktien der Gesellschaft lauten auf Euro.

Jede Aktie der Gesellschaft berechtigt zu einer Stimme in der Hauptversammlung der Gesellschaft. Es bestehen keine Stimmrechtsbeschränkungen. Die Aktien der Gesellschaft sind ab dem 1. Januar 2020 in voller Höhe gewinnberechtigt.

Die Aktien der Gesellschaft sind im Fall einer Insolvenz der Gesellschaft gegenüber allen anderen Wertpapieren und Forderungen nachrangig.

Die Aktien der Gesellschaft sind in Übereinstimmung mit den gesetzlichen Anforderungen für Inhaberaktien frei übertragbar. Es bestehen keine Beschränkungen für die Übertragbarkeit der Aktien der Gesellschaft.

Derzeit beabsichtigt die Gesellschaft, alle verfügbaren Gelder und sämtliche zukünftigen Erträge einzubehalten, um ihre Tätigkeit zu stützen und die Entwicklung des Geschäfts zu finanzieren und sieht nicht vor, in absehbarer Zukunft Dividenden zu zahlen. Jeder künftige Beschluss zur Ausschüttung von Dividenden wird in Übereinstimmung mit geltendem Recht gefasst werden und wird unter anderem von der Ertrags- und Finanzlage der Gesellschaft, von vertraglichen Beschränkungen und vom Kapitalbedarf der Gesellschaft abhängen. Die künftige Fähigkeit der Gesellschaft zur Zahlung von Dividenden kann durch die Bedingungen bestehender und zukünftiger Schuld- oder Vorzugstitel

beschränkt sein.

C.II. Wo werden die Wertpapiere gehandelt?

Die Gesellschaft hat die Zulassung der Zuzulassenden Aktien der Gesellschaft zum Handel an dem regulierten Markt der Frankfurter Wertpapierbörse mit gleichzeitiger Zulassung zum Teilbereich des regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime Standard), in dem die Aktien der Gesellschaft bereits gehandelt werden, am 4. Mai 2021 beantragt (die „Zulassung“).

C.III. Welches sind die zentralen Risiken, die für die Wertpapiere spezifisch sind?

 Fünf wesentliche Investoren halten erhebliche Anteile an der Gesellschaft. Sollten zukünftige Hauptversammlungen der Gesellschaft eine mit der jüngeren Vergangenheit vergleichbare Aktionärspräsenz aufweisen, könnte einer oder könnten zumindest mehrere von ihnen gemeinsam in der Lage sein, Grundlagenbeschlüsse der Hauptversammlung der Gesellschaft, wie etwa Beschlüsse zu Kapitalmaßnahmen, zu blockieren.

 Die von einigen unserer wesentlichen Investoren verfolgten Interessen könnten in Zukunft von den Interessen des Vorstands, des Aufsichtsrats, anderer wesentlichen Investoren oder anderer Aktionäre abweichen, was zu Konflikten führen könnte, die erhebliche Ressourcen von Vorstand und Aufsichtsrat binden.

 Künftige von uns angebotene Eigen- oder Fremdkapitalemissionen, welche zur Finanzierung unserer Geschäftstätigkeit und unseres Wachtums, insbesondere in China, erforderlich werden könnten, und die wir für die nahe Zukunft planen, könnten den Marktpreis unserer Aktien erheblich nachteilig beeinflussen und künftige Kapitalmaßnahmen könnte die Beteiligung unserer bestehenden Aktionäre wesentlich verwässern.

ABSCHNITT D – BASISINFORMATIONEN ÜBER DIE ZULASSUNG ZUM HANDEL AN EINEM GEREGELTEN MARKT

D.I. Wer ist die die Zulassung zum Handel beantragende Person?

Die Gesellschaft und die Quirin Privatbank AG – als Zulassungsantragssteller – haben die Zulassung zum Handel beantragt.

D.II. Weshalb wird dieser Prospekt erstellt?

Gründe für die Zulassung zum Handel an einem geregelten Markt

Wesentlichste Interessenkonflikte in Bezug auf die Zulassung zum Handel

Die Gesellschaft ist gemäß § 40 des Börsengesetzes i.V.m. § 69 der Börsenzulassungsverordnung verpflichtet, die Zulassung der Zuzulassenden Aktien zum Handel im regulierten Markt zu beantragen.

Für ihre Arbeit als Zulassungsantragssteller erhält die Quirin Privatbank AG ein Entgelt von ca. EUR 50 Tausend, welches mit der Zulassung der Zuzulassenden Aktien fällig wird. Aufgrund dessen hat sie ein finanzielles Interesse am Erfolg der Zulassung.

Abgesehen von den oben beschriebenen Interessen gibt es keine materiellen Interessen, insbesondere keine materiellen Interessenkonflikte, hinsichtlich der Zulassung.

A. RISK FACTORS

An investment in the shares of windeln.de SE (the “Company”, and, together with its consolidated subsidiaries, “we”, “us”, “our”, “our Group”, “the Group”, the “windeln.de Group”, or “windeln.de”) is subject to risks. The Company considers the following risks to be specific to it and to its shares as well as material for taking an informed investment decision. The risk factors in this section are categorised as follows:

 Risks related to our financial position;

 Risks related to our business;

 Risks related to the markets in which we operate;

 Risks related to legal, regulatory and tax issues;

 Risks related to our shares and the admission.

When a risk factor is relevant in more than one category according to the Company’s assessment of its materiality, which is based on the probability of its occurrence and the expected magnitude of its negative impact, such risk factor is presented only under the category deemed to be the most relevant for such risk factor. The Company has further assessed the materiality of each risk compared to other risks over all categories based on the relevant risk’s probability of occurrence and the magnitude of its negative impact on the Company and its shares. All risk factors in each category are presented in order of their significance, as assessed by the Company, with the two most significant risk factors under each category presented first and second in their respective category. A statement on this assessment as of the date of this prospectus (the “Prospectus”) is included at the end of each risk factor, by means of statements whether the risk has an “adverse effect“, a “material adverse effect“ or a “highly adverse effect“. As both, impact and probability, were taken into account when determining the potential influence, it is possible that a risk with a comparatively higher probability of occurrence, but a comparatively lower impact is considered to have a “material adverse effect “ or a “highly adverse effect“.

I. RISKS RELATED TO OUR FINANCIAL POSITION

1. We have incurred significant operating losses since our inception, and there is no guarantee that we will achieve profitability in the future. Despite our efforts to increase cash inflow from our operating activities and to reduce costs and increase margins, we expect that this situation will persist in the fiscal year 2021 and plan an additional equity capital measure to meet our future payment obligations. We cannot exclude that we may be in a similar situation in subsequent fiscal years. Should we fail to obtain additional equity or debt financing at the relevant point in time, this may lead to our insolvency and a total loss of the shareholders’ investments into our shares.

Since our inception in 2010, we have not generated a consolidated profit in any annual reporting period. We incurred a loss of EUR 14,612 thousand for the fiscal year ended December 31, 2019 and a loss of EUR 13,748 thousand for the fiscal year ended December 31, 2020. We aim at improving our profit situation by increasing the cash inflow from our operating activities and reducing costs and increasing margins. However, despite these efforts, we expect that this situation will persists in the fiscal year 2021 and plan an additional equity capital measure with gross proceeds in an amount of a least EUR 5 million to meet our future payment obligations in the second quarter of the fiscal year 2021. We cannot exclude that we may be in a similar situation in future business years. If we cannot achieve sufficient funds from these measures at the relevant points in time, we would not be able to meet our payment obligations and our ability to continue as a going concern would be jeopardized. This could lead to our insolvency. In this regard the independent auditor’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2020 states:

“The going concern of the Company and thus of the Group is at risk and the maintenance of solvency depends mainly on the ability to raise additional liquidity funds through a further equity financing round, which is planned for the second quarter of 2021. The capital increase has been taken into account in the planning accordingly and the Company has started the necessary preparations for the equity financing round. Furthermore, the ability to continue as going concern will depend on the achievement of the budget within the next two years. If the planned projects and cost reductions cannot be implemented in the full extent or do not lead to the expected outcome, the financial resources in the course of 2022 will not be sufficient to fully meet the payment obligations, taking into account the equity financing round planned for the second quarter of 2021.”

Furthermore, we may, from time to time, need to make other significant investments that could impact our profitability and our results of operations in general, either temporarily or over a longer period. Further, external

adverse developments which may be unforeseeable or beyond our control could offset the positive effects of efficiency improvements and economies of scale that we may be able to achieve. For any of these reasons, there can be no assurance that we will be able to achieve profitability over time.

In addition, the losses accrued in past periods together with the additional losses we have recently experienced, led to a reduction of our equity to less than half of our nominal capital. In this regard the Company’s management board (the “Management Board”) will notify the Company’s general shareholders’ meeting scheduled for May 14, 2021 of losses in excess of half of the share capital pursuant to Section 92 German Stock Corporation Act (Aktiengesetz).

We may therefore need additional equity or debt to meet our payment obligations even after the successful implementation of the recent capital increases, resolved by the Management Board with approval of the Company’s supervisory board (the “Supervisory Board”) on September 25/October 21, 2020, and on March 5, 2021, and March12, 2021 both by making use of the authorized capital resolved by the Company’s ordinary general shareholders’ meeting on June 24, 2020, and the additional equity capital measure with gross proceeds in an amount of a least EUR 5 million planned for the second quarter of the fiscal year 2021. If no further equity or debt capital can be made available, we may not have sufficient working capital unless corresponding revenues can be generated from operating activities. We therefore may have to implement further capital measures for financing purposes which could dilute the voting rights of our shareholders and the value of their shareholding (see also “A. RISK FACTORS — V. Risks Related to our Shares and the Admission — 3. Future offerings of debt or equity securities by us, which may be needed to finance our business operations and growth, in particular in China, and which we plan for the nearby future could materially adversely affect the market price of our shares, and future capitalization measures could substantially dilute the interests of our existing shareholders.” below).

Furthermore, our share price is subject to substantial fluctuations. As it has happenend before in the recent past, it currently is and may remain in the future, below EUR 1.00, i.e., below the notional value of one share, which precludes us from issuing new shares at or close to the market price due to the statutory minimum issue price of EUR 1.00 under Sec. 9 para. 1 of the German Stock Corporation Act (Aktiengesetz). As a consequence, capital increases as an important source of additional capital might only be implementable after additional measures, such as a capital decrease, have been taken. Any such additional measures required in order to raise capital are not only time- consuming and costly, but generally also require the approval of the Company’s general shareholders’ meeting, which could be denied or challenged in court, thus preventing us from obtaining the desired additional capital in time.

If we are unable to achieve profitability over time or to obtain additional equity or debt financing in such a scenario, this would have a highly adverse effect on our financial condition. In the worst case, we could become insolvent and our shareholders’ investments in our shares would be lost.

2. The measures initiated to increase our margins and to further reduce our costs could not bring the expected results which may prevent us from achieving profitability on the basis of adjusted EBIT in the fiscal year 2022, as currently targeted, or at all.

On February 1, 2021, we announced an updated break-even target based on adjusted EBIT for full year 2022. This will be supported by measures that improve the Company's cost base and that were or will be completed in 2021, amongst others, the central warehouse move, the IT shop outsourcing and further reduction of selling, general and administration expenses (SG&A expenses). We continue to work on further measures which include the relocation of certain IT and accounting functions to Romania as well as the sale of the Company’s Bebitus business (“Bebitus”).

The past and further implementation of cost-reducing and margin-raising measures could fail or lead to unfavorable effects that jeopardize our goal to achieve profitability. Our going concern could be endangered if we fail to increase the contribution of higher-margin products to our sales, i.e. by cross-selling between product categories, to improve our fulfilment efficiencies and to decrease our costs of sales, marketing costs, personnel and rental costs relative to our revenues. In this regard the risk for our going concern was also emphasized in the independent auditor’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2020 (see “A. RISK FACTORS – I. Risks Related to our Financial Position – 1. We have incurred significant operating losses since our inception, and there is no guarantee that we will achieve profitability in the future. Despite our efforts to increase cash inflow from our operating activities and to reduce costs and increase margins, we expect that this situation will persist in the fiscal year 2021 and plan an additional equity capital measure to meet our future payment obligations. We cannot exclude that we may be in a similar situation in subsequent fiscal years. Should we fail to obtain additional equity or debt financing at the relevant point in time, this may lead to our insolvency and a total loss of the shareholders’ investments into our shares.” above).

The realization of any of the above risks may have a material adverse effect on our financial condition and results of operation. In the worst case, we could become insolvent and our shareholders’ investments in our shares would be lost.

3. Our ability to raise capital in the future could be limited due to a deterioration of market conditions or financial crises, in particular in connection with the current Covid-19 pandemic.

In the future, we might need or desire to raise capital through public or private financing or other arrangements to compensate losses, realize business opportunities, finance the growth of our business or respond to competitive pressures. In particular we need to finance inventory for our growth in China. Such financing might not be available on acceptable terms, at the time when additional funds are required or at all. Factors that could increase the difficulty of obtaining financing include, but are not necessarily limited to, a deterioration in general economic conditions globally or in the markets in which we operate, higher interest rates, a deterioration in our financial results or condition, insufficient competition among banks or other potential sources of financing, and insufficient demand for securities in the debt or equity capital markets.

Since early 2020, the global economy has been materially adversely affected by the outbreak of Covid-19 in particular. The spread of Covid-19 rapidly affected many countries, resulting in even larger disruptions to economic activity than initially forecasted. Consumption and services output have dropped markedly. In addition, businesses have cut back on investment, leading to a broad-based aggregate demand shock. The steep decline in economic activity has come with a severe hit to the global labor market. The adverse effects of Covid-19 itself have been compounded by containment measures aimed at preventing or mitigating its further expansion, including restrictions on travel, imposition of quarantines, governmental lockdowns and curfews, other social distancing measures, and additional sanitary requirements at, and prolonged closures of, workplaces. Such countermeasures have already caused significant economic downturns and recessions in a number of countries. They could ultimately result in a severe and prolonged global recession and financial crisis with considerable stock market declines and volatility. The future implications of Covid-19 for the global economy are uncertain and may exceed any current expectations for worst case scenarios, especially in case of further “waves” of infections, renewed quarantines, the occurrence of novel mutations of the virus, governmental lockdowns and curfews and/or other social distancing measures in any territory. The exact implications will depend on a number of factors, such as the duration and spread of Covid-19 as well as the timing, suitability and effectiveness of measures imposed by authorities, the availability of resources required by public authorities to implement effective responses to the situation, as well as the level of civil compliance with such measures. There is no guarantee that these measures will be effective. Over the course of the Covid-19 pandemic, capital markets have experienced fluctuations, which we believe will continue, and potentially intensify, as long as the pandemic lasts or even beyond that.

Any inability to raise capital as needed going forward could harm our financial position and, therefore, business, prevent us from realizing business opportunities, prevent us from growing our business or responding to competitive pressures, and could, thus, have a material adverse effect on our financial condition, business and going concern (also see “A. RISK FACTORS – I. Risks Related to our Financial Position – 1. We have incurred significant operating losses since our inception, and there is no guarantee that we will achieve profitability in the future. Despite our efforts to increase cash inflow from our operating activities and to reduce costs and increase margins, we expect that this situation will persist in the fiscal year 2021 and plan an additional equity capital measure to meet our future payment obligations. We cannot exclude that we may be in a similar situation in subsequent fiscal years. Should we fail to obtain additional equity or debt financing at the relevant point in time, this may lead to our insolvency and a total loss of the shareholders’ investments into our shares.” above).

4. We are exposed to currency risks, in particular relating to Chinese CNY.

Our international activities expose us to foreign currency risks. The risk mainly relates to revenues generated in foreign currencies, primarily in Chinese CNY and Swiss Francs. There is a currency risk as goods are purchased in Euros and sold in another currency. As we do not purchase any products in CNY and nearly no products in Swiss Francs, natural hedging does not apply for the business activities in China and Switzerland. In addition, local entities currently make purchases in other foreign currencies, albeit for immaterial amounts. We use regular analyses to monitor the volume of these purchases. Since December 2020, we have been operating an online shop on the Chinese platform JD.com (“windeln.jd.hk”). Revenues from this shop are generated in USD. As a consequence, if revenues from this online shop increase, our business could also become exposed to relevant currency risks from the USD.

The changes caused by currency fluctuations are presented in the operative result (other income / other expense). The effects from the translation of the financial statements of subsidiaries, whose functional currency is not EUR, into

EUR is presented within equity. We are currently exposed to such a risk at two of our subsidiaries, although for all subsidiaries, the risk to us is classified as low on account of the size of these entities.

For foreign currencies, to the extent we are not able to adequately hedge by natural hedging or forward exchange transactions, in which we have more cash inflows than outflows, depreciation of Euros relative to that foreign currency could have a positive effect on reported results, meaning that the risk also represents an opportunity, and appreciation of Euros relative to that foreign currency could have a materially adverse effect on our business and results of operations.

II. RISKS RELATED TO OUR BUSINESS

1. We are dependent on a limited number of key suppliers in particular of baby nutrition and diapers and there is a risk that our key suppliers could discontinue selling to us on financially viable terms, fail to supply us with high-quality and compliant merchandise, or fail to comply with applicable laws or regulations.

In line with retail market practice in our product categories, we do not have material long-term or exclusive contracts with our suppliers, and substantially all of our suppliers sell their products to us on open account purchase terms. Therefore, maintaining good relationships with suppliers and establishing relationships with new suppliers is important for being able to offer a convenient shopping experience to our customers and to grow our business. Other than in line with retail market practice, however, some suppliers are only willing to deliver their products based on a prepayment by us, because we have not yet been profitable and do not receive credit insurance.

If key suppliers cease doing business with us, stop supplying popular items to us, reduce the number of items they are selling to us or significantly change to our disadvantage the terms on which they supply their products, our ability to meet the demands of our customers as well as our popularity and, as a result, our revenues and results of operations could be negatively affected. In particular, we source a significant portion of our baby nutrition and diaper products from a very limited number of suppliers. In our fiscal year 2020, 69% of our total product purchases were attributable to only three supplier groups of these goods, with the largest single supplier group accounting for 57% of our total product purchases. A loss of one or more of our popular product brands from these key suppliers would likely result in the loss of existing or potential customers and significant revenues, in particular in our China business where we mainly sell products from our largest single supplier.

In addition, the production capacities for popular baby food products, in particular infant milk formula (“IMF”), might – temporarily or constantly – not match the high demand on the market, which already in the past has resulted in deliveries of smaller quantities of IMF to us than what we would have been able to sell. As a consequence of such shortages in the past, customers withdrew their orders or at least placed their orders with a competitor. Baby food products and IMF in particular are important for the acquisition of new customers, because we acquire most new customers by the offering of such products and those are the main products to be bought by such customers in the beginning of our relationship with them. Therefore, we believe that such supply shortages may limit our business opportunities in the future, in particular if we are unable to maintain strong relationships with our key suppliers.

Furthermore, some manufacturers of products we sell tend to sell their products directly to customers in China, not making use of resellers. Unless demand exceeds supply, customers may choose to purchase their products directly from the manufacturer and not consider to use our shops, which could limit our options to cross-sell products with higher margins and gain new customers.

Although we have not experienced any negative impact on our suppliers due to the Covid-19 pandemic so far, there is a risk of future supply shortages in this context as a result of pandemic-related restrictions on the operations of those suppliers.

The realization of any of the above risks, alone or in combination, could have a highly adverse effect on our business.

2. We depend on external service providers to which we have outsourced most of our customer service, logistics and distribution as well as, in partial, our IT shop system. Dissatisfaction with our services provided by external service providers could prevent us from retaining or gaining customers and realizing cost benefits.

Most of our services, including customer services, logistics and distribution, marketing for online sales channel in China as well as, in partial, the IT shop system software and our Product Information Management system, are provided by third parties, and we regularly evaluate our options to outsource further services. Any outsourcing leads to a lower level of control over the quality of the services provided, which may ultimately lead to a lower level of satisfaction of our customers with our services. Moreover, monitoring our external service providers, in particular in

China, may cause unforeseen costs. Any actual or perceived failure or unsatisfactory response by our customer service could negatively affect customer satisfaction and loyalty. Complaints on popular blogs or customer complaint websites are out of our control and could have substantial impact on our reputation.

In the fiscal year ending December 31, 2020, approximately 65.4% of orders from continuing operations through our websites came from repeat customers, i.e., customers who had previously purchased from us in the last twelve months, irrespective of returns (“Repeat Customers”). A strong customer service is required to ensure that customer complaints are dealt with in a timely manner and to each customer’s satisfaction. Because we do not have the direct face-to-face interaction with customers which is afforded through offline retail, the way we directly interact with customers through our customer service team is paramount to maintaining continuous customer relationships. Our external customer service providers, to which we have outsourced this part of our operational business, respond to customer requests and inquiries through email, our toll-free hotline, via chat (in China) and on Facebook (in Europe). Our inability to retain customers due to a lack of satisfactory services could have a material adverse effect on our business.

Furthermore, for distribution of the merchandise that our customers order online, we depend on the services of third- party logistics providers. Our current logistics partners through which we process the majority of our deliveries are DHL in Germany, Swiss Post in Switzerland and Austrian Post in Austria. In some of our markets, it may be difficult to replace the logistics provider with whom we cooperate due to a lack of alternative offerings at comparable price and/or service quality. In Spain and Portugal we work with MRW. The French customers can decide if they want their parcels delivered with Mondial Relay or SEUR/DPD. Deliveries to China are currently processed by Post NL or FIEGE if they are delivered from Germany. Within China, we cooperate with BEST Express or the partners of our sales platforms. There can be generally no assurance that the service quality of our external logistics and distribution partners and their pricing are satisfactory to us and/or our customers. Changes in shipping terms and costs, for example due to higher fuel costs, or the inability or refusal of third-party service providers to deliver our products in a safe and timely manner could harm our reputation and have an adverse effect on our business. In addition, if such third-party service provider was to increase its shipping costs and we continue to retain our free delivery and returns policy, the increased shipping costs could have a material adverse effect on our business. Further, it cannot be excluded that the ongoing Covid-19 pandemic again causes an extension of delivery times and temporary suspension of delivery to certain countries in Europe (see “A. RISK FACTORS – III. Risks related to the Markets in which we operate – 3. Negative developments in general economic conditions could materially adversely impact consumer spending for some of our product categories.” below) that may result in dissatisfaction of our customers which could also have a material adverse effect on our business.

3. Any failure of our logistics service providers to efficiently operate and manage our logistics centers in Germany and China and our logistics capacity could have a material adverse effect on our business.

The adequate operation and management of our logistics centers are important to our business. If we do not operate and optimize our logistics centers successfully and efficiently, it could result in excess or insufficient logistical capacity, increased costs or harm our business in other ways.

We supply our customers from six warehouses. All parcels to customers in Europe and China are delivered from the fulfilment centers in Halle (Saale) (near Leipzig, Germany) and Barcelona (Spain). In addition, in 2017, we started to operate a local warehouse in China, which is used for selected products for sales on the Tmall Global platform. Tmall products are also distributed from a warehouse in Frankfurt. Since November 2019, we have been operating a second local warehouse in China and since December 2020 a third local warehouse in China; parcels to customers in China are delivered from these warehouses as well as from the warehouse in Germany. All of our logistics centers are operated by external service providers. For example, our logistics center in Halle (Saale) has been outsourced to the logistics partner Radial GmbH (“Radial”), an affiliate of bpost SA/NV.

Our logistics centers handle inbound receipt of merchandise, storage, picking, packaging, outbound shipping and the receipt, screening, and handling of returns. These processes are complex and depend on sophisticated know-how and computerized systems. Any failure or interruption, partial or complete, of these systems, for example as a result of software malfunctions, natural disasters, acts of terrorism, vandalism or sabotage, could impact our ability to timely deliver our customers’ purchases and harm our reputation. If we continue to add fulfilment capabilities in Germany, China or elsewhere, add new businesses or product categories with different logistical requirements, or change the mix of products that we sell, our logistics infrastructure will become increasingly complex, and operating it will become even more challenging. Especially with regard to our China business, we might encounter operational difficulties which could result in shipping delays and customer dissatisfaction or cause our logistics costs to increase

and become uncompetitive. Any such difficulties or other factors may require us to in-source the Halle (Saale) logistics center that we have currently outsourced, change the current set-up and organization of our logistics centers, or relocate or outsource one of our logistics centers and any associated transitions may adversely impact the smooth functioning of our logistics centers. Any failure to successfully address such challenges in a cost-effective and timely manner could severely disrupt our business and harm our reputation.

Delivery times of our products can vary due to a variety of factors such as the product ordered, the location of the logistics center from which the product is shipped, how fast suppliers deliver products to our logistics centers, the number of items in a customer’s shopping basket, the country in which a customer ordering products is located and the performance of the third-party shipping company carrying out the distribution. Further, as the move of our central warehouse in Germany from Großbeeren to Halle (Saale) was just implemented recently, our new logistics service provider Radial is not yet fully familiar with all our processes and systems, which – in the initial phase of this business relationship – could also result in delayed deliveries. There can be no assurance that customers will not expect or demand faster delivery times than we can provide in the future. If we are unable to meet customer expectations or demands in respect of delivery times or convenience, or if our competitors are able to deliver the same or equivalent products faster or more conveniently, we could lose current or potential customers, our brand and reputation could suffer, and we could experience shortfalls in revenues.

Any of the above risks could have a material adverse effect on our business.

4. We depend on key management and may be unable to attract, train, motivate and retain suitably qualified personnel and to maintain good relationships with our workforce.

Our future success is significantly dependent upon the continued service of our members of the Management Board and our key higher management team. Competition for suitably qualified individuals with the relevant expertise in our industry is intense. If we lose the services of any member of our management, as we recently experienced with the decision of our former member of the Management Board Dr. Nikolaus Weinberger to leave the Company, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business.

The competence and commitment of our management and employees are important factors for our successful development and management of opportunities and risks. Therefore, our success is largely dependent on our ability to attract, train, motivate and retain highly qualified individuals. A lack of qualified and motivated personnel could impair our development, increase our costs, and harm our reputation. We face competition for qualified personnel, for example those in IT positions, in particular in the Munich region. In recent years, after having reduced a significant portion of our personnel, we lost further personnel and suffered from significant fluctuation. Any further loss of qualified personnel, high employee turnover or persistent difficulties in filling job vacancies with suitable applicants could have an adverse effect on our ability to compete effectively in our business and considerable expertise could be lost by us or access thereto gained by our competitors. The financial situation of the Group might cause difficulties in hiring adequate personnel. In addition, to attract or retain qualified personnel, we might have to offer more competitive compensation packages and other benefits which could lead to higher personnel costs. Any failure to attract, train, motivate or retain skilled personnel at reasonable costs could result in a material adverse effect on our business.

5. We may be unable to manage our inventory levels effectively and shifting customer preferences may result in overstocking or understocking of products.

We must maintain sufficient inventory levels to operate the business through our web shops “windeln.de”, “windeln.ch”, “windeln.com.cn”, “windelnde.tmall.hk”, “windeln.jd.hk” and “bebitus.com”, “bebitus.pt” and “bebitus.fr” as well as through our e-commerce sales channels (WeChat Mini program and the new sales channels to be launched in 2021 Babytree, Hipac and Pinduoduo) successfully. If we do not accurately anticipate required product quantities and delivery times, our inventory levels will not be appropriate and this may result in a loss of sales as well as a loss of customers who are unsatisfied with our delivery times. However, we must make sure to find the right balance between avoiding out of stock situations and avoiding the accumulation of excess inventory which will result in additional costs of storing and disposing these items.

In addition, customer preferences regarding price, quality and fashion design tend to change rapidly, in particular in relation to apparel, and accurately forecasting the selection and required quantities of products in future periods is difficult. We may not be able to avoid overstocking or understocking of products due to shifting customer preferences. We might be unable to sell excess inventory during the relevant selling seasons, or only by offering significant

discounts. Significant discounting may damage both our relationship with suppliers whose products we sell at discounts as well as our own brand. If we fail to anticipate and respond in a timely manner to shifting customer preferences and adjust our purchases and inventory accordingly, this may result in lost sales, sales at lower than anticipated margins and/or write-offs on inventories and this effect may exacerbated in the future as we expand into new product categories.

Any of these factors may have an adverse effect on our business and results of operations.

6. Any failure of our data center providers to operate, maintain and integrate our network and mobile infrastructure and our other technology could have an adverse effect on our business.

As an online retailer, we are dependent on the smooth functioning of our IT systems, in particular our internet and mobile infrastructure to European and Chinese customers, which are critical to our business and inherently subject to various operating risks. Our reputation and ability to acquire, retain and serve our customers are dependent upon the reliable performance of our websites and the underlying network infrastructure for our European and Chinese customers. We need to maintain reliable internet and mobile networks with the necessary speed, data capacity and security, as well as ensuring timely development of complementary products, in order to provide reliable internet and mobile access and services.

Inadequate performance of our IT systems, whether due to system failures or outages, denial-of-service attacks (attempts of which we experience regularly), computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of our websites and apps, prevent customers from accessing our websites and apps, and result in limited capacity, reduced demand, processing delays and loss of customers.

Although we have set up our live systems in independent data centers operated by third-party providers to ensure redundant capacity, the occurrence of a technical breakdown of our IT systems due to e.g., fire, natural disasters, acts of terrorism, vandalism or sabotage, actions of such third-party providers or any other unanticipated reason cannot be ruled out completely which would result in interruptions in the availability of our solutions. While we have disaster recovery arrangements in place, they have not been tested during actual disasters or similar events and may not effectively permit us to continue to run our business in the event of any problems with respect to the data that we use. To date, we have not experienced these types of events, but we cannot provide any assurances that they will not occur in the future.

The realization of any of these risks, alone or in combination, could have an adverse effect on our business.

7. Our future success, mainly on the European markets, will depend on our ability to cross-sell new and higher- margin products to our customers.

Our revenue share (from continued operations) on our European markets from consumable products for babies, such as diapers and baby food, represents almost half of our total revenues (from continued operations) on these markets in the fiscal year ended December 31, 2020. Once we have acquired a new customer through our offering of products that are immediately needed for newborns, it is our strategy to promote the sale of other non-consumable products for babies, toddlers, children, such as car seats, strollers, toys as well as baby, toddler and children apparel. Aiming to increase our margins from new customers, we also typically offer products for young families, such as beauty products, supplements and partnership products, i.e. products to improve the intimacy in a partnership. The gross margins of non-consumable products are typically higher than those of consumable products. If we fail to further position ourselves as a destination for online purchases of non-consumable products and if we are unable to successfully cross-sell from consumable into higher-margin non-consumable product categories for any reason or if we fail to differentiate our offering sufficiently from those of our competitors (see “A. RISK FACTORS – III. Risks related to the Markets in which we operate– 2. The markets in which we operate feature an intense competition that presents a constant threat to the success of our business.” below), our revenues may not suffice to achieve profitability and our sales margins may suffer. With regard to our sales to customers in China, we believe that our opportunities to use our substantial sales of baby food products as a lever to cross-sell other product categories into China are limited compared to the cross-selling opportunities in our European markets (see also “A. RISK FACTORS — III. Risks related to the Markets in which we operate— 1. We are heavily dependent on the sales of baby food products to customers in the People’s Republic of China (“China”), as our revenues from continuing operations generated with customers in China represented 73% and 74% of our revenues from continuing operations in the fiscal years ended December 31, 2019 and 2020, and, due to our business strategy, this dependency will increase in the future.” below).

Any of these developments could have an adverse effect on our business. 22

8. We are exposed to the risk of security breaches and unauthorized use of one or more of our websites, apps, databases, online security systems or computerized logistics management systems. For example, in June 2020, data of some of our customers were stored on a server which was publicly accessible via the internet due to a maintenance error.

Our business involves the operation of websites, apps and other data systems through which we collect, maintain, transmit and store information about our customers, suppliers and others, including personal information, as well as other confidential and proprietary information. We also employ third-party service providers that store, process and transmit proprietary, personal and confidential information on our behalf. Furthermore, we rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information. Although we constantly monitor and update the security settings of our websites to protect the security, integrity and confidentiality of the information we collect, store or transmit, we and our service providers might not have the resources or technical sophistication to anticipate or continue to prevent all types of attacks and techniques used to obtain unauthorized access to our systems. Therefore, we cannot guarantee that inadvertent or unauthorized use or disclosure will not occur, or that third parties will not gain unauthorized access to this information despite our efforts. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant legal and financial risks, adverse publicity and a loss of confidence in our security measures. We also may need to devote significant resources to protect against security breaches or to address problems caused by breaches, diverting resources from the growth and expansion of our business.

For example, between June 10 and June 23, 2020, data – including personal data – of some of our customers were stored on a server which was publicly accessible via the internet due to a maintenance error. In this context, there is an ongoing governmental proceeding of the Bavarian Regional Office for Data Protection Supervision (Bayerisches Landesamt für Datenschutzaufsicht) under the General Data Protection Regulation (EU) 2016/679 (“GDPR”) which could result in a significant fine for us.

The realization of any of the foregoing risks could have an adverse effect on our business.

9. Some of our suppliers may require credit insurance to protect their receivables, which we may not be able to receive.

Currently, direct credit insurance is not available to us. However, as we believe that many of our third-party suppliers have traditionally taken out credit insurance to protect their receivables against the risk of bad debt, insolvency or protracted default of their buyers, availability of credit insurance indirectly provided by BABY-PLUS Ein- und Verkaufsgenossenschaft eG, Germany (“BABY-PLUS”) and by Markant Handels- und Industriewaren-Vermittlungs AG (“Markant”), is of particular importance to our suppliers and to us, which may in some respect expose us to a competitive disadvantage. If BABY-PLUS and/or Markant terminate(s) the relationship with us, this would result in competitive disadvantages for us, as suppliers would then ask for prepayment for our orders. Credit levels available to us from our suppliers remain dependent on the general economic environment and our financial position. If there is a significant decrease in the availability of credit insurance to our suppliers, or if an increase in credit levels is administered too slowly or such insurance is withdrawn in its entirety, and if such suppliers are unwilling or unable to take credit risk themselves or find alternative credit sources, they might choose to reduce their credit exposure to us, including seeking to change their credit terms or refusing to further contract with us. Any such actions could have an adverse effect on our cash position, lead to an increase in our indebtedness, or have a negative impact on our product offering and, thus, on revenue, which could have an adverse effect on our business.

10. Seasonal revenues fluctuations which may make it difficult to predict our future performance may increase.

Our business may experience a growing seasonality as between the fourth and the other quarters (in particular the first) of our fiscal year. This results from the fact that the demand for certain product categories such as toys and apparel is stronger due to Christmas and other specific seasonal events such as “Singles’ Day” (each year on November 11), “Black Friday” (each year on the first Friday after Thanksgiving) or “Double Twelve” (each year on December 12) which take place in the fourth quarter. If and to the extent that the contribution of baby food and other consumable product categories in relation to babies and toddlers, such as diapers, to our sales decreases and at the same time the contribution of other product categories increases or seasonal events such as “Singles’ Day”, “Black Friday” or “Double Twelve” become even more important, seasonality in our revenues and results of operations might become even more pronounced. For example, an increased share of sales of toys might increase seasonality as between the fourth quarter of any fiscal year and the first quarter of the subsequent fiscal year, and an increased share of children apparel

might result in higher sales in the second and fourth fiscal quarters relative to the other quarters due to the beginning of the spring/summer and fall/winter seasons, respectively. An increase in order intake was measurable in the Chinese shop before and during the above mentioned large sales events. We might be unable to forecast accurately or synchronize our sourcing cycles to coincide properly with seasonal variations in sales volumes. If our business growth slows or ceases, seasonal fluctuations could become more important to our results of operations.

Seasonal variations could also cause our inventories, working capital requirements and cash flows to vary from quarter to quarter. The peak in sales in the fourth quarter requires us to build up inventories in particular in China in order to procure the timely delivery of our products to the customers. This, in turn, results in higher financial requirements for this period of the fiscal year. Should we be unable to finance such inventory built-up in the preceding time of the year, we may not be able to timely fulfill the demand of our customers at its annual peak. This may result in us not achieving our full sales potential.

Furthermore, if seasonal events become more important, we may become more dependent on the proper functioning of our IT systems (see “A. RISK FACTORS — II. Risks Related to our Business — 6. Any failure of our data center providers to operate, maintain and integrate our network and mobile infrastructure and our other technology could have an adverse effect on our business.” above) and steady supply sources which can cover our peak demand and a sufficient perception of our offers on these seasonal events (see “A. RISK FACTORS — II. Risks Related to our Business — 1. We are dependent on a limited number of key suppliers in particular of baby nutrition and diapers and there is a risk that our key suppliers could discontinue selling to us on financially viable terms, fail to supply us with high-quality and compliant merchandise, or fail to comply with applicable laws or regulations.” above). The realization of these risks can have an adverse effect on our business.

11. We have to make advance payments to certain suppliers and are exposed to risks resulting from such arrangements.

Some of our suppliers require advance payments to sell their products to us. Recently, in light of our in times distressed financial situation, this has happened more often than in the past. In some cases, we accept such arrangements to gain access to the products of the relevant suppliers. Purchasing goods against advance payments exposes the purchaser to typical risks, mainly that of none fulfilment of the supplier. In the recent past, we had cases in which, despite our know-your-customer procedures, suppliers which received an advance payment failed to deliver the ordered products. In such cases, it has not always been possible to claim back the advance payment from the other party and receive reimbursement for the additional costs caused by the supplier’s default. As we will continue to accept requests by suppliers for advance payments in individual cases, we cannot exclude that such cases may come up again. The further realizaiton of advance payment risks could have an adverse effect on our business.

12. We are subject to payment-related risks, in particular a potential loss of our ability to accept payments via certain payment providers due to potential non-compliance with their standards and rules or losses from fraud.

We accept payments using a variety of methods, including credit card, debit card, invoice, PayPal, AliPay, Postfinance, Amazon Pay, Multibanco, WeChat, prepayment and gift cards. As we offer new payment options to customers, we may be subject to additional regulations, compliance requirements and various types of fraud or cyber-attacks. For most of our payment methods except prepayment, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers, which could change or be reinterpreted, making it difficult or impossible for us to comply. If we fail to comply with these rules or requirements of any provider of a payment method we offer, among other things, we may be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit and PayPal payments from customers or facilitate other types of online payments.

Furthermore, in China we depend on the availability of AliPay to us and to our online customers, as in 2020 98% of our B2C sales are processed by Alipay, as is the case for most e-commerce businesses in China.

The realization of any of these risks, alone or in combination, could have an adverse effect on our business and results of operations.

III. RISKS RELATED TO THE MARKETS IN WHICH WE OPERATE

1. We are heavily dependent on the sales of baby food products to customers in the People’s Republic of China (“China”), as our revenues from continuing operations generated with customers in China represented 73% and 74% of our revenues from continuing operations in the fiscal years ended December 31, 2019 and 2020, and, due to our business strategy, this dependency will increase in the future.

Our revenues from continuing operations generated with customers in China represented approximately 73% and 74% of our revenues from continuing operations in the fiscal years ended December 31, 2019 and 2020, respectively. In any of these years, at least 75% of our net merchandise value (i.e., the total amount spent by our customers including value added tax (“VAT”) – if applicable - and excluding rebates from marketing campaigns in the relevant reporting period, irrespective of returns) relating to products sold to Chinese customers were attributable to baby food products, primarily milk formula. The gross margins realized by our sales of baby food, primarily milk formula, and certain other non-consumable products to Chinese end customers are generally higher than the gross margins on our comparable product offering to customers in Europe (except for Switzerland), and it is anticipated that the Chinese market for baby, toddler and children products will grow faster than the European markets. The overall business in China has seen various volatile stages which can arise again in the upcoming years. Such volatile stages comprise unstable demand as it reacts to market changes such as new legal or regulatory regulations, product changes or temporarily tightened customs controls and regulatory changes. It should also be noted that due to the attractiveness of the Chinese market, competition and thus price pressure will tend to increase in the future. We believe that our business in China to date has been driven primarily by five factors: the emergence of a Chinese middle class with higher disposable income that can afford to buy more expensive and higher quality baby nutrition; a higher degree of trust of Chinese customers in the quality of baby food brands of Western origin as compared to local brands, in particular following various milk formula scandals; convenience of the e-commerce retail channel; trust in the authenticity of the products we deliver; and our origin in Germany which is often associated in China with high- quality products, including food products. Our Chinese business and any potential further growth of such business may be adversely affected by a number of factors, including

 an unavailability of sufficient quantities of baby food, in particular milk formula, from leading Western brands, for supply to Chinese customers (see also “A. RISK FACTORS — II. Risks Related to our Business — 1. We are dependent on a limited number of key suppliers in particular of baby nutrition and diapers and there is a risk that our key suppliers could discontinue selling to us on financially viable terms, fail to supply us with high-quality and compliant merchandise, or fail to comply with applicable laws or regulations.” above);

 failure to continue and establish strong relationships with certain German suppliers for IMF;

 increasing trust of Chinese customers in baby nutrition products that are locally produced and/or sold;

 a loss of trust by current or potential future Chinese customers in the quality of the products we deliver, in particular in cases of actual or alleged impurities of the baby nutrition we deliver;

 intensified competition in China and price pressure, especially if leading Western brands for baby products increasingly market and sell their products, in particular milk formula, directly to Chinese customers;

 failure by us to tailor our marketing strategy and product offering, including advertising of our website or our products, in a timely manner to the evolving demands of customers and to the evolving regulatory framework applicable to the marketing of our products in China;

 the promotion by authorities of China of products produced and/or sold inside the country rather than delivered from abroad;

 failure by us to respond in a timely manner to the continuously evolving landscape of sales channels where customers expect to purchase our goods in the future, these include omni-channel experiences;

 decision by our suppliers to stop selling goods to us through their German entity which are clearly destined for foreign markets such as China, which could, i.e., be the case when new market entrants start to set up local China-based entities and these demand geographical exclusivity from their suppliers;

 potentially new or newly interpreted laws and/or regulations by or in China restricting the types of products sold by foreign vendors, advertisements for such products, or making delivery of products purchased abroad more difficult, slower or otherwise less convenient, imposing limits on permissible volumes of orders from abroad, or prohibiting such orders altogether, imposing increased tax rates for goods imported from abroad which make these goods financially much less attractive than locally produced and sold goods, or restricting the access to foreign e-commerce websites (see also “A. RISK FACTORS — IV. Risks related to Legal, Regulatory and Tax Issues— 1. We are subject to a variety of regulations, including but not limited to consumer and data protection laws, regulations governing e- commerce and competition laws in the jurisdictions in which we operate and to which we sell, in particular in China, and future regulations might impose additional requirements and other obligations on our business, thereby increasing our operational costs or otherwise harm our business.” below);

 the occurrence of an economic downturn in China that may drive Chinese customers to purchase locally produced products that are cheaper compared to the products we offer;

 further decreasing birth rates such as in the recent few years even though the Chinese authorities have gradually ended the so called One-Child Policy since 2015; and

 fluctuations in foreign exchange rates, in particular a depreciation of the CNY, against the Euro, which would reduce the purchasing power of Chinese customers for German products.

In order to increase profitability in fiscal year 2021, we will accelerate sales to China with additional product assortments (e.g. care products) and through our sales channels (JD and WeChat Mini as well as Babytree, Hipac and Pinduoduo once they have been launched) as well as drive the above mentioned efficiency gains through large projects such as the recently implemented move of our central warehouse in Germany and the outsourcing of our IT shop system (see “A. RISK FACTORS – I. Risks Related to our Financial Position – 2. The measures initiated to increase our margins and to further reduce our costs could not bring the expected results which may prevent us from achieving profitability on the basis of adjusted EBIT in the fiscal year 2022, as currently targeted, or at all.” above). Our goal to achieve profitability is particularly dependent on our success in the Chinese market. We are exposed to the risk that one or more of the basic prerequisites for successful business in China, which we consider to be essential, may disappear or deteriorate. The realization of any of these factors, individually or in combination, could result in the failure to maintain and/or grow our business with customers located in China in the future as planned. This in turn could directly affect our solvency. In addition, we believe that our cross-selling opportunities in China are generally limited compared to the cross-selling opportunities in our European markets due to Chinese regulations imposing a maximum value of permissible orders on our Chinese customers as well as certain restrictions on advertising our products in China (see “A. RISK FACTORS —IV. Risks related to Legal, Regulatory and Tax Issues — 1. We are subject to a variety of regulations, including but not limited to consumer and data protection laws, regulations governing e- commerce and competition laws in the jurisdictions in which we operate and to which we sell, in particular in China, and future regulations might impose additional requirements and other obligations on our business, thereby increasing our operational costs or otherwise harm our business.” below). Slowing growth, or even a decline, of our sales of baby food products into China may also have a highly adverse effect on our non-Chinese business as the substantial volumes of our Chinese business give us better access to the supply of merchandise both in terms of availability and in terms of price.

Any adverse development in our sales into China could have a highly adverse effect on our business and results of operations.

2. The markets in which we operate feature an intense competition that presents a constant threat to the success of our business.

We experience and further expect intense competition in e-commerce generally, and with companies offering baby, toddler, children and family products in particular, to continue to increase because there are no significant barriers to entry. We currently compete with and expect to increasingly compete with the following companies

 For customers in China: (i) online retailers located outside of China selling branded products through Chinese cross-border e-commerce to Chinese customers with a focus on baby, toddler, children and family product, such as dm, Rossmann or Baby-Walz; (ii) online retailers located in China sourcing products internationally and selling directly to customers or through market platforms such as Kaola or Alibaba/TMall; (iii) branded retailers selling online through their own shops such as Medela or Pampers.

 For customers in Europe: (i) pure-play online retailers with a focus on baby, toddler, children and family product categories, such as baby-markt, Tausendkind and myToys; (ii) offline retail companies, in particular baby product retailers such as Baby-Walz, and drugstore chains such as dm, Rossmann and Müller; all of which are engaged in stationary retail but also operate e-commerce platforms; (iii) branded retailers selling online through their own shops such as Danone or Stokke.

 For all customers: multi-assortment e-commerce retailers and online marketplaces that market, among various other product categories, the same product categories that we offer, such as Amazon and eBay.

Many of our current and potential future competitors, especially Amazon, have stronger operating capabilities, a larger customer base and wider reach or better economies of scale than we do. New market entrants may appear and some of our current smaller competitors may be acquired by, receive investment from, or enter into strategic relationships with well-established and well-financed companies or investors who would enhance their competitive positions.

In addition, there is a risk that the producers of the products we offer increase their direct sales to end-customers through proprietary e-commerce channels. In this event, we could experience additional competitive pressure since producers have access to their merchandise at lower costs and could therefore sell such merchandise at lower prices while maintaining higher-margins on their revenues than we can. Our expansion from daily consumable products into other product categories such as car seats, strollers, toys, furniture as well as baby, toddler and children apparel products has led to competition against additional retailers who also offer these product categories.

Any failure to successfully compete against current or future competitors could negatively affect our ability to attract and retain customers and to achieve sustainable profitability, which could, in turn, have a material adverse effect on our business and results of operations.

3. Negative developments in general economic conditions could materially adversely impact consumer spending for some of our product categories.

Our performance depends on general economic conditions in the markets we operate in, which have shown significant disparities and volatility in recent years. For example, while the Chinese economy has continued to grow at relatively high rates in recent years, most of the European countries could not show comparably high growth rates. Several European economies have over the past years experienced a decrease in the general level of prices for goods and services. There is a risk of deflation affecting other European markets which may lead to a reduction of investment levels in the affected economies, increased unemployment, and thereby to an aggravation of recessionary tendencies. In addition, due to the continuing economic disparities between the countries forming the Eurozone, in particular beyond the exit of the United Kingdom from the Eurozone (“Brexit”), there remains the risk of a possible breakup or restructuring of the Eurozone, which, if it was to materialize, could further destabilize and negatively affect both the global economy and the European economies in which we operate or which we aim to enter.

Negative economic developments often have a disproportionately negative impact on consumer confidence and discretionary consumer spending, and could therefore also have adverse effects on the demand of some of our product categories such as baby, toddler and children apparel as well as toys. In addition, adverse economic developments in the countries in which we generate our revenues could increase our inventory risk. There is also a risk of increased taxes, for the purpose of addressing high public debt levels, in some or all of the European countries in which we sell our merchandise now or in the future. Tax increases that lead to increases in the sales prices of our products or reduce the income available for consumption could also weaken demand for our products.

Due to the Covid-19 pandemic, risks may arise from further limitations in distribution channels if the situation worsens again. The pandemic has caused a temporary order backlog of several days at the end of March 2020 and in April 2020 in the former windeln.de warehouse in Großbeeren/Germany due to the high order volume and temporarily lower availability of foreign workers which mainly affected the German-speaking region. Further, due to low air freight capacities and increased shipping costs, no duty-paid goods were shipped from Germany to China from the former German warehouse in Großbeeren from the middle of the first quarter of 2020. Although these negative impacts of the pandemic did not persist for long and are currently no longer observable, the recurrence of comparable negative impacts cannot be excluded, as there is no foreseeable end to the pandemic.

Any of these developments could have a material adverse effect on our business.

IV. RISKS RELATED TO LEGAL, REGULATORY AND TAX ISSUES

1. We are subject to a variety of regulations, including but not limited to consumer and data protection laws, regulations governing e-commerce and competition laws in the jurisdictions in which we operate and to which we sell, in particular in China, and future regulations might impose additional requirements and other obligations on our business, thereby increasing our operational costs or otherwise harm our business.

We currently sell our offering of products for babies, toddlers, children and young mothers to customers primarily in Germany, Austria, Switzerland, Spain, Portugal, France and China. We are subject to a wide range of laws and regulations, including but not limited to laws and regulations concerning consumer and data protection, product safety, competition, unfair trading, anti-corruption, advertising, employment, customs, libel, personal privacy, environmental protection, laws imposing sales and other taxes, and other laws and regulations that are directly or indirectly related to our business operations in each of these jurisdictions. Additional laws or regulations or unexpected changes in the regulatory requirements in any of the countries in which we operate might increase our cost of doing business, decrease demand for our products and services, restrict our flexibility or prevent us from doing business at all in any such country. If we violate or are alleged to have violated applicable, or fail to adapt to amended, laws or regulations, we could become subject to significant fines, legal fees and related costs, reputational damage and other potential costs or liabilities. The occurrence of any of these events, alone or in combination, could have a highly adverse effect on our business, financial condition and results of operations.

We believe that our sales of baby food and other products to Chinese customers are to be regarded, under applicable laws and regulations of China, as “personal articles” of the customer placing the relevant orders. This means that they are purchased for personal use only and not in amounts in excess of CNY 5,000 (approximately EUR 645 as at March 8, 2021) per order. As “personal articles”, these products are exempt from a number of regulations of China which would otherwise be applicable to the purchasers of “non-personal articles”, such as customs clearance formalities applicable to “non-personal articles”, inspection and quarantine. Given the overall quantities of baby food products ordered from us by customers in China, there can be no assurance that we will not become subject to regulation by authorities of or within China as a result of a more extensive interpretation of, or amendments to, current laws and/or regulations. In addition, authorities of or within China might decide to treat deliveries of our products to be outside the scope of “personal articles” of our Chinese customers or might decide to amend the relevant rules with the same effect. Furthermore, the Chinese mail tax rate, which has been decreased from 11.2% to 9.1% for most products, could be increased again, which would jeopardize the attractivity of our services to Chinese customers ordering from China.

In addition, the advertising of products and websites in China on a cross-border basis and through electronic channels is subject to evolving legislation and administrative practice in China. The promotion of products that are regarded as health sensitive, such as food, cosmetics and drugs, is subject to particular rules. We use content provided by brands and manufacturers for marketing purposes. Thereby, we focus on educating customers about the purpose (e.g. age range of baby formula) and ingredients, and only to a lesser extent on functions (e.g. kids will be smarter if they drink this baby formula). This principle applies to marketing materials, customer service, and product information in China. We have obtained legal advice to ensure compliance of our promotional and advertising activities targeted at our Chinese customers with applicable Chinese regulations. We also believe that our related practices are in line with the practices applied by other businesses offering products to Chinese customers on a cross-border basis. However, because of the relative novelty of the applicable regulations and administrative practice and because applicable rules or their interpretation may be changed by the competent authorities, there can be no assurance that authorities or consumers will not raise allegations that our past, current or future marketing activities targeted at Chinese customers are not in compliance with applicable Chinese regulations.

Any such development in the legal and regulatory framework regarding our business with Chinese customers could result in such business being more costly, less profitable, unviable or even unfeasible altogether, in particular if, as a result of such developments, our Chinese customers would regard our offering and deliveries as inconvenient, too slow and/or too expensive as compared to local offerings. In addition, the limitation of the “personal products” exemption to CNY 5,000 per order already limits our ability to cross-sell our non-food product categories to Chinese customers. All of these factors and potential developments could have a highly adverse effect on our business, financial condition and results of operations.

Furthermore, laws and regulations applicable to e-commerce as well as laws and regulations of broader application that apply to our business (in particular competition law), and to public companies generally, are evolving at a rapid pace and can differ, or be subject to differing interpretation, from jurisdiction to jurisdiction. We cannot guarantee

that our practices have complied or will comply fully with all applicable laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and a loss of revenue, and any legal or enforcement action brought against us as a result of actual or alleged non-compliance could further damage our reputation and result in substantially increased legal expenses. In addition, various legislative and regulatory bodies, or self-regulatory organizations in the jurisdictions in which we operate now or in the future may extend the scope of current laws or regulations, enact new laws or regulations, or issue revised rules or guidance regarding privacy, data protection and consumer protection. Changes in laws or regulations applicable to us could cause us to incur substantial costs or require us to change our business practices, and could compromise our ability to pursue our business strategy effectively. Any compliance failure may also give rise to civil liability, administrative orders (including injunctive relief), fines or even criminal charges. For example the implementation of the European General Data Protection Regulation (EU) 2016/679 (“GDPR”) has led to an entirely new regulation on data privacy which introduced substantial changes to the EU data protection regime, involving replacement of the national data protection laws by a directly applicable EU regulation. The GDPR-framework imposed a substantial compliance burden on our business, including a higher maximum level of fines for potential compliance failures (see “A. RISK FACTORS – II. Risks Related to our Business – 8. We are exposed to the risk of security breaches and unauthorized use of one or more of our websites, apps, databases, online security systems or computerized logistics management systems. For example, in June 2020, data of some of our customers were stored on a server which was publicly accessible via the internet due to a maintenance error.” above in this regard). The implementation of the GDPR requirements into our Group led to significant costs and drew the attention of key personnel for a significant time period.

As a result of the Schrems II decision rendered by the Court of Justice of the European Union (“ECJ”) on July 16, 2020 (case C-311/18), the transfer of personal data from the EU to third countries, particularly to the US, in compliance with the GDPR has became highly difficult for all businesses in the EU. In its Schrems II decision, the ECJ invalided the US-EU Privacy Shield which had been the basis for the transfers of personal data from the EU to the US in many cases. Furthermore, the ECJ decided that the implementation of the standard safeguards provided for by the GDPR, such as the EU standard contractual clauses which most of the transfers of personal data from the EU to third countries rely on, are no longer sufficient to ensure compliance with the GDPR if a level of data protection that is essentially equivalent to the level of data protection in the EU is not ensured in the receiving country despite of the implementation of said standard safeguards. Consequently, additional safeguards can be necessary for compliance with the GDPR. However, up to date it remains unclear which particular additional safeguards are necessary in practice as the ECJ did neither specify which measures are to be implemented nor which third countries besides the US are affected by its decision. This gives particularly rise to the risk that our Group might have to implement additional technical (e.g. encryption) and/or organizational measures to comply with the GDPR, or restructure or suspend the Group’s business processes comprising the transfer of personal data to third countries, particularly with regard to the use of cloud services.

A variety of local and international laws and regulations govern the collection, use, retention, sharing and security of customer data, and these laws and regulations are changing especially rapidly. Data protection is a particularly sensitive and politically charged issue in Europe, and any actual or alleged failure by us to comply with applicable laws or regulations could have a significant adverse effect on our reputation and popularity with existing and potential customers. Local and international governmental authorities continue to evaluate the privacy implications inherent in the use of cookies and other methods of online tracking for behavioral advertising and other purposes. Certain governments – including the EU with the GDPR and the envisaged new regulation on privacy with regard to electronic communications (ePrivacy Regulation) – have enacted or are considering measures that could significantly restrict the ability of companies to engage in these activities, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools. Additionally, some providers of consumer devices and web browsers have implemented, or have announced plans to implement, means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies, which, if widely adopted, could result in a significant reduction in the effectiveness of the use of cookies and other methods of online tracking. New laws, regulations, or developments in industry practice or customer behavior might result in the loss of or substantial reduction in our ability to use such practices to effectively market our merchandise, or might highly adversely affect our ability to acquire new customers on cost-effective terms.

The realization of any of such risks, alone or in combination, could have a highly adverse effect on our business.

2. We could become subject to adverse legal or regulatory actions if our suppliers provide us with, and we sell, products that do not comply with applicable laws or regulations.

As a retailer of third-party products, we could become subject to adverse legal or regulatory actions if our suppliers provide us with, and we sell, products that do not comply with applicable laws or regulations, including laws and regulations relating to food hygiene, product safety, embargoes, environmental protection, and standards relating to employment and factory conditions. For example, the German Act on Food, Feed and Consumer Products (Lebensmittel-, Bedarfsgegenstände- und Futtermittelgesetzbuch), the Governmental Regulation on Consumer Products (Bedarfsgegenständeverordnung) and similar regulations in other markets in which we operate contain detailed provisions on threshold levels for certain substances in food products and chemicals that may be contained in textiles. In addition, we could be subject to further regulation due to the sale of pharmacy-only products in China or elsewhere. If our suppliers do not observe these regulations, we will be unable to sell the relevant products. If we fail to detect any deficiencies in the products supplied to us before such products are shipped to our customers, we may have to recall such products or become subject to product liability claims. In the event of any failure by our suppliers to meet legally required quality standards or quality standards demanded by our customers, we may be unsuccessful in obtaining compensation from the relevant supplier, we may incur additional costs, our brand and reputation may be damaged by negative publicity due to such deficiencies, we or our management may face administrative fines or criminal charges, and we may lose current or potential customers.

The realization of any of such risks, alone or in combination, could have an adverse effect on our business.

3. We rely on social media perception, email and other messaging services in our marketing efforts, and regulatory or contractual restrictions on advertising, sending emails or messages, or delays in their delivery, could adversely affect our business.

We depend upon social media perception, i.e. the promotion of our brands by influencers and the presentation of our shops in social media, as well as traditional ways of direct marketing, i.e. email and other messaging services to promote our sites and products. We maintain contractual relations with popular influencers on social media and circulate emails and app push notifications to inform customers of merchandise available for purchase on our sites, and we know through our campaign tracking that these emails and push notifications help generate a substantial portion of our revenues. Regulatory or contractual changes on social media networks could negatively impact our opportunities to use social media as a marketing tool. Furthermore, if we are unable to deliver emails or app push notifications to our customers, if messages are delayed or if customers increasingly decline to open them, or if social media perception of our brands and shops declines, our revenues and profitability could be adversely affected. In addition, we rely on a third-party service provider to deliver emails/push notifications, and delays or errors in the delivery of such emails or other messaging could occur and are largely beyond our control. Changes in how webmail apps organize and prioritize emails could reduce the number of customers opening our emails. For example, Google Inc.’s Gmail feature that organizes incoming emails into categories (for example, primary, social and promotions) and other categorization and inbox organizational features could result in our messages being shown as “promotions” or lower priority to our customers, which could reduce the likelihood of customers opening or responding positively to them. Actions by third parties to block, impose restrictions on or charge for the delivery of emails or other messages, as well as legal or regulatory changes limiting our right to send such messages or imposing additional requirements on us in connection with them, such as restrictions imposed by the implementation of the GDPR, could impair our ability to communicate with our customers using emails or other messages, and to store and use customer personal data. Our use of email and other messaging services could also result in legal claims against us, which could increase our expenses and potentially expose us to additional liability.

We also rely on social networking and messaging services to communicate with our customers. Changes to the terms and conditions of these services could limit our promotional capabilities, and there could be a decline in the use of such social networking services by customers and potential customers.

Moreover, we rely on search engine marketing, which is a form of internet marketing that involves the promotion of websites by increasing their visibility in search engine results pages through optimization and advertising. Any changes to search engines’ algorithms or terms of services could exclude our websites from, or rank them lower in, search results.

The realization of any of such risks, especially non-compliance with data protection law, alone or in combination, could have an adverse effect on our business and results of operations.

4. Product recalls and product liability claims could harm our reputation and business.

As a retailer of goods, there is a risk that the goods we sell, including our private label products, cause injury to, or damage other property of our customers. While we believe that our operations comply in all material respects with all applicable laws and regulations, the sale of defective products, in particular unpurified food, might result in product recalls, product liability claims and/or administrative fines or criminal charges against us or our management. Even if an event causing a product recall proves to be without merit or if a product liability claim against us is unsuccessful, the negative publicity surrounding any assertion that products sold by us caused injury or damage, or an allegation that the goods sold by us were defective, could adversely affect both our reputation with existing and potential new customers and our corporate and brand image. For example, we have experienced several cases of recalls of baby food products sold through us by the relevant manufacturer. The realization of any of the foregoing risks, alone or in combination, could have an adverse effect on our business, financial condition and results of operations.

5. The inability to acquire, use or maintain our domain names as well as other domain names for our sites could substantially harm our business.

We are the registrant of the word and figurative trademark “windeln.de” and “windeln.ch” in Germany and Switzerland, respectively, and have also registered internet domain names similar to our “windeln.de” website in those jurisdictions in which we are or will be active, including “windeln.ch”, “windeln.com.cn”, “windeln.cn”, “bebitus.com”, “bebitus.pt”, and “bebitus.fr”. Domain names are generally regulated by internet regulatory bodies and are also subject to trademark laws and other related laws of each country. However, we have not obtained trademark protection for all domain names we have registered internationally. If we do not obtain trademark protection for such domain names we may not be able to establish online shops under these domain names, or may incur significant additional expenses in the event that a third party registers a corresponding trademark first or another intellectual property right for such domain names. If we do not have or cannot obtain or maintain on reasonable terms the ability to use our “windeln.de” or other trademarks that we may need in the future in a particular country, or to use or register our domain name or new domain names that we may require, we could be forced either to incur significant additional expenses to market our products within that country, including the development of a new brand and the creation of new promotional materials and packaging, or to elect not to sell products in that country.

Furthermore, the regulations governing domain names and laws protecting marks and similar proprietary rights could change in ways that block or interfere with our ability to use relevant domains or our current brand. In addition, we might not be able to prevent third parties from registering, using or retaining domain names that interfere with our customer communication or infringe or otherwise decrease the value of our marks, domain names and other proprietary rights. Regulatory bodies may establish additional generic or country-code top-level domains or may allow modifications of the requirements for registering, holding or using domain names. As a result, we might not be able to register, use or maintain the domain names that utilize the word “windeln” in all of the countries in which we currently conduct business or intend to conduct business in the future.

The realization of any of such risks, alone or in combination, could have an adverse effect on our business.

6. The use of open source software could increase our risk that hackers could gain unauthorized access to our systems which could expose us to additional risks and we could be subject to litigation if third parties challenge our rights to use such software on an exclusive basis.

Some of our software and systems contain open source software, which may pose certain risks to our software and solutions. Although we do not intend to use or modify open source software without holding the necessary licenses, we could, however, face claims from third parties alleging the infringement of their intellectual property rights, or demanding the release or license of the open source software or derivative works developed by us using such software (which could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation, require us to purchase a license, publicly release the affected portions of our source code, limit the licensing of our technologies, or cease offering the implicated solutions. In addition, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide contractual protections with respect to the software. Also, the licensors are not obliged to maintain their software or provide any support. There is a certain risk that the authors of the open source software cease updating and attending to the software. Engineering the software updates by ourselves could be expensive and time-consuming. The use of open source software can also present additional security risks because the initial source code for open source software is publicly available, which could make it easier

for hackers and other third parties to determine how to breach our websites and systems that rely on open source software.

The realization of any of such risks, alone or in combination, could have an adverse effect on our results of operations.

7. We might be exposed to tax risks regarding the elimination of tax losses and tax loss carry-forwards in connection with the changes of the Company’s shareholder structure.

In cases (i) where, within any given five year period, more than 50% of the subscribed capital, membership rights, ownership rights or voting rights in a corporate entity are directly or indirectly transferred to an acquirer or to its related parties or to a group of acquirers with convergent interest, or (ii) where a comparable event occurs (a “Relevant Change of Control”) the German Corporate Income Tax Act (Körperschaftsteuergesetz) and the German Trade Tax Act (Gewerbesteuergesetz) provide for an elimination of tax loss carry-forwards and current losses for German corporate income and trade tax purposes. In this case tax losses and tax loss carry-forwards will be eliminated in their entirety. However, the German Corporate Income Tax Act (Körperschaftsteuergesetz) and the German Trade Tax Act (Gewerbesteuergesetz) provide that tax loss carry-forwards and current losses are not eliminated, if and to the extent the respective entity recording such tax loss carry-forwards and current losses holds assets which comprise built-in gains that are subject to German income taxation (Built-in gains Exemption). Another exemption is the “continuance-bound loss carry-forward” rule where on application, the loss elimination rule does not apply if the Company has maintained one and the same business activity in the year of the ownership change and the three preceding years and the business activity has neither been terminated nor changed in its purpose during this period.

Even though, according to the most recent voting rights notifications, none of our shareholders holds more than 21.8% of the subscribed capital, changes in our shareholder structure may occur which may constitue a Relevant Change of Control. This may in particular take place in the context of potential future capital measures which may become necessary to finance our business (e.g. when an existing shareholder commits to purchase shares not subscribed by shareholders in a rights offering).

As of December 31, 2019, (i) German corporate income tax loss carry-forwards totaled EUR 147,245 thousand and (ii) German trade tax loss carry-forwards totaled EUR 144,046 thousand (together, the “Tax Loss Carry-Forwards”). As of December 31, 2020, the corresponding values amount to (i) EUR 162,031 thousand and (ii) EUR 158,595 thousand, respectively, and are based on a preliminary tax assessment. If the change-in-ownership rule applies and will not be declared as unconstitutional by the German Federal Constitutional Court (Bundesverfassungsgericht) we believe that these Tax Loss Carry-Forwards will be protected by the continuance-bound loss carry-forward exemption. However, if the tax authorities were not to follow this view the Tax Loss Carry-Forwards might be eliminated fully in case of future Relevant Changes of Control. Any such elimination would prevent us from offsetting the Tax Loss Carry-Forwards against future profits, if any, and result in a substantially higher effective tax rate on any such future profits for German corporate income tax and German trade tax purposes as currently anticipated by us.

A realization of these risks could have an adverse effect on our results of operations.

8. We might be exposed to tax risks resulting from deviating interpretations of applicable tax laws by the tax authorities or adverse amendments to current legislation.

For windeln.de, the tax periods 2010 to 2014 have been subject to a tax audit concerning VAT and income tax for the Company. The tax audit started in August 2016 and ended in February 2019 with corrected tax assessment notices. The findings are related to the tax assessment of provisions for virtual stock options and provisions for a loyalty program which does not affect income tax liabilities as expenses are recorded in the subsequent periods i.e. exercise of stock options and the use of the customer loyalty points. There was no finding in VAT declarations within tax audit periods. The periods 2012 to 2015 have been subject to a tax audit concerning wage tax of windeln.de which was completed in February 2017 with minor changes and subsequent payments. Our former Swiss companies have completed a wage tax audit without findings in 2018. For our foreign group companies, there have been no tax audits so far for VAT or corporate income tax.

Accordingly, the German tax assessment notices for the periods 2015 to 2019 are still preliminary. While we believe our interpretations of tax laws and our estimates are reasonable, the final outcome of tax audits could be materially different from what is reflected in our financial statements included elsewhere in this Prospectus. As a result, the tax authorities could revise original tax assessments, which might materially decrease the existing tax losses or if applicable increase the tax burden (including interest and penalty payments) of the relevant entities of the Group.

Furthermore, our business is subject to the general tax environment in the countries in which we operate. Changes in tax legislation, administrative practice or case law or treatments of tax facts by the relevant tax authorities which deviate from our assessments could result in a higher tax burden. We particularly operate our business using a structure where the foreign operations of the Group are organized as service entities. This structure could come under the scrutiny of the tax authorities, and any adverse ruling for the Group could result in a higher tax burden. In addition, as we enter into intra-group agreements between our various group companies in and outside of Germany, our transfer prices charged between them might be contested in a tax audit and therefore lead to additional tax payments.

The realization of any of these risks, alone or in combination, may have an adverse effect on our results of operations.

9. We might be exposed to tax risks resulting from the application of wrong VAT rates or a refusal to recognize our entitlement to recover invoiced VAT on input supplies as well as from the non-compliance with requirements arising if turnover thresholds for VAT purposes in foreign jurisdictions are exceeded.

We might be exposed to additional VAT charges if we apply a reduced VAT rate although the respective supply does not qualify for the reduced VAT rate. This risk exists in particular outside of Germany. Since we cannot on-charge such VAT to our customers, this could result in a significant reduction of our profits. Furthermore, in China, the application of a wrong mail tax rate by our logistics service providers or by us could result in material additional charges on deliveries, which could in return lead to potential claims towards us. Furthermore, the mail tax rate could be adjusted in a way that would lead to higher competition as we may not be able to charge higher prices to compensate an increased mail tax rate.

The entitlement to recover VAT on input supplies depends on certain conditions. In particular, we may only recover VAT on input supplies if we receive a correct and complete invoice from the provider of the respective input supply. As we receive invoices for supplies and other services from multiple European and Non-European countries we have to comply with the applicable statutory requirements for invoices. If invoices are incorrect, the respective tax authority where windeln.de is registered for VAT purposes might deny the recovery of the respective input VAT.

In the year 2020, the Company received net payments of EUR 3.5 million (EUR 0.7 million in 2019) from a correction of VAT related to deliveries by windeln.de to Chinese customers via so-called freight forwarders in the previous years. For the current year 2021, the Group expects further net inflows from VAT correction of up to EUR 0.2 million, thereof EUR 0.1 million already received in Q1 2021. Any changes in law or the administrative practice of the tax authorities could jeopardize the Group’s possibility to claim further payments from VAT correction.

The realization of any of these risks, alone or in combination, may have an adverse effect on our results of operations.

10. We might be exposed to additional customs duties resulting, e.g., from wrong tariff group classifications, missing documentation or returns from non-EU (in particular Swiss) customers.

We use the tariff group classifications provided by our suppliers for the declaration of import duties and export duties, respectively, since they usually know how to classify their products. If such classification proves to be wrong, additional customs duties may be levied on the import and export, respectively, of the concerned goods. We have been subject to two audits as regards customs duties, as a result of which additional amounts were claimed by the customs authorities, such as in our audit for the period 2015 to 2017, which led to a small additional payment.

We also perform deliveries to Swiss customers. Such deliveries are exports from a German point of view and imports from a Swiss point of view. As a result, Swiss customs duties may become due for the import of goods delivered by us to Swiss customers. If Swiss customers return such goods, there is a risk that no evidence can be provided that the returned good is identical to the exported good. In that case, German customs duties on the returned goods could become due.

The realization of any of these risks may have an adverse effect on our business results of operations.

V. RISKS RELATED TO OUR SHARES AND THE ADMISSION

1. Five major investors hold significant interests in the Company. If future general shareholders’ meetings of the Company show a shareholder turnout similar to those in the recent past, one or at least several of them jointly could achieve a position to block fundamental resolutions of the Company’s shareholders’ meeting such as resolutions on capital measures.

As per the date of this Prospectus, the Company has five major shareholders, each holding stakes exceeding 5% of the voting rights in the Company (together the “Major Investors”) with the largest Major Shareholder holding 21.8% of the voting rights. Assuming that the future attendance rate in general shareholder‘s meetings of the Company will be similar to that in June 2020 (63.55% of the entire share capital), January 2019 (64.43% of the entire share capital), in June 2019 (74.67% of the entire share capital) or in September 2019 (62.79% of the entire share capital), the shareholding of one or at least several of them together will allow them to block measures that require a 75% per cent majority of the voting rights exercised at the Company’s shareholders’ meeting alone or jointly. This may have the effect of making certain transactions more difficult or impossible without the support of one or more of the Major Investors, and may have the effect of delaying, postponing or preventing certain major corporate actions, including a change of control in the Company, and could thus prevent mergers, consolidations, acquisitions or other forms of combination that might be advantageous for investors and might serve our strategy.

The realization of any of these risks may have a material adverse effect on our business and financial condition.

2. The interests pursued by certain of our major investors could differ in the future from the interests of the Management Board, the Supervisory Board, other major investors or other shareholders which could result in conflicts binding significant ressources of the Management Board and the Supervisory Board.

The interests pursued by certain Major Investors and the Management Board, the Supervisory Board, other Major Investors or of other shareholders could diverge. Should such conflict arise, it creates a risk to bind significant resources of the Management Board and the Supervisory Board. Despite the legal independence of the Management Board in managing the business of the Company, such shareholder opposition or conflicts between shareholders could even result in the Management Board finding it increasingly difficult to develop and follow a coherent strategy. The realization of any of the above risks may have a material adverse effect on our business and financial condition.

3. Future offerings of debt or equity securities by us, which may be needed to finance our business operations and growth, in particular in China, and which we plan for the nearby future could materially adversely affect the market price of our shares, and future capitalization measures could substantially dilute the interests of our existing shareholders.

We may require additional capital in the future to compensate losses and finance our business operations and growth, in particular in China. We may seek to raise capital through offerings of debt securities (potentially including convertible debt securities) or additional equity securities. In particular, we are planning such capital measure with gross proceeds in an amount of a least EUR 5 million in the second quarter of the fiscal year 2021. An issuance of additional equity securities or securities containing a right to convert into equity, such as convertible debentures and option debentures, could potentially reduce the market price of our shares and would dilute the economic and voting rights of our existing shareholders if made without granting subscription rights to our existing shareholders. Because the timing and nature of any future offering would depend on market conditions at the time of such an offering, we cannot predict or estimate the amount, timing or nature of future offerings. In addition, the acquisition of other companies or investments in companies in exchange for newly issued shares of the Company, as well as the exercise of stock options by our employees in the context of the existing and possible future stock option programs or the issuance of the Company’s shares to employees in the context of the current management incentive program or other possible future employee stock participation programs, could lead to a dilution of the economic and voting rights of our existing shareholders. Our shareholders thus bear the risk that such future offerings could reduce the market price of our shares and/or dilute their shareholdings. The realization of any of the above risks may have a material adverse effect on the future share price.

4. Shareholders are exposed to tax risks associated with a previous purchase of the Company’s shares.

The shares admitted to trading under this Prospectus have been the subject of several capital measures (Kapitalmaßnahmen; incl. decrease and increase of capital) by the Company which may have an impact on the determination of the cost of the shares. The transfer or replacement of the shares including the granting of a new securities identification number (ISIN) could now be regarded as a sale. The result from the sale proceeds (stock

exchange price) and acquisition costs including associated expenses would then be taxable in accordance with the explanations in the tax section on the facts of the sale. However, the Company assumes that the transfer at present is only a technical replacement which does not lead to any modifications with regard to the existing membership rights of the shareholders. Based on the opinion of the German Ministry of Finance, the transaction should therefore be tax neutral (official ruling of the German Ministry of Finance dated 18.01.2016 Az. IV C 1 – S 2252/08/1004:017, BStBl. I 2016, 85 as of 12.04.2018, Cif. 67). The above risk may have an adverse effect on the investment of investors.

B. GENERAL INFORMATION

I. RESPONSIBILITY STATEMENT

windeln.de SE, legal entity identifier (“LEI”) 391200QX3JB9AM3VJG21, with its registered seat in Munich, Germany, and its business address at Stefan-George-Ring 23, 81929 Munich, Germany, is a European stock corporation (Societas Europaea, SE) registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under the number HRB 228000 (the “Company”, and, together with its consolidated subsidiaries, “we”, “us”, “our”, “our Group”, the “Group”, the “windeln.de Group” or “windeln.de”). The Company and Quirin Privatbank AG, LEI 5299004IU009FT2HTS78, with its registered seat in Berlin, Germany, and its business adress at Kurfürstendamm 119, 10711 Berlin, Germany (tel.: +49 69 2475049 30), as the “Listing Agent” have assumed responsibility for the contents of this Prospectus pursuant pursuant to Section 8 of the German Securities Prospectus Act (Wertpapierprospektgesetz) and Article 11 paragraph 1 sentence 2 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and hereby confirm that to the best of their knowledge, the information contained in this Prospectus is in accordance with the facts and that the Prospectus makes no omission likely to affect its import.

If any claims are asserted before a court of law based on the information contained in this Prospectus, the investor appearing as plaintiff may have to bear the costs of translating this Prospectus prior to the commencement of the court proceedings pursuant to the national legislation of the member states of the European Economic Area (the “EEA”).

II. PURPOSE OF THIS PROSPECTUS

This Prospectus relates to the admission to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange of 2,821,828 newly issued ordinary bearer shares with no-par value (Stückaktien) – each representing a notional value of EUR 1.00 and with its full dividend rights from January 1, 2020 – from a capital increase against contribution in cash resolved by the Company’s management board (the “Management Board”) with the approval of the Company’s supervisory board (the “Supervisory Board”) on September 25, 2020, and October 21, 2020 (the “Capital Increase 2020”), and of 1,098,207 newly issued ordinary bearer shares with no-par value (Stückaktien) – each representing a notional value of EUR 1.00 and with its full dividend rights from January 1, 2020 – from a capital increase against contribution in cash resolved by the Management Board with the approval of the Supervisory Board on March 5, 2021, and March 12, 2021 (the “Capital Increase 2021”), both by making use of the authorized capital resolved by the Company’s ordinary general shareholders’ meeting on June 24, 2020 (the “Admission” and the shares from the Capital Increase 2020 and the Capital Increase 2021 together the “Admission Shares”). The Admission Shares were issued on October 22, 2020 and March 19, 2021, by registration of the implementation of the Capital Increase 2020 and the Capital Increase 2021 with the commercial register. The Admission Shares have been certified in two global share certificates deposited with Clearstream Banking AG and bear the Securities Identification Number (“ISIN”) DE000WNDL128.

III. COMPETENT AUTHORITY APPROVAL OF THE PROSPECTUS; WARNING REGARDING END OF VALIDITY

This Prospectus has been approved by the German Federal Financial Supervision Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; “BaFin”), Marie-Curie-Straße 24-28, 60439 Frankfurt am Main, Germany (telephone +49 228 4108 0; website: www.bafin.de), as competent German authority under the Prospectus Regulation. BaFin only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval shall not be considered as an endorsement of the issuer that is the subject of this Prospectus. Further, such approval should not be considered as an endorsement of the quality of the securities that are the subject of this Prospectus.

This Prospectus has been drawn up as a simplified prospectus in accordance with Article 14 of the Prospectus Regulation.

From the time when trading of the Admission Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) begins on May 18, 2021, this Prospectus is no longer valid. From this time, the obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies does no longer apply.

IV. FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts or events or to facts or events as of the date of this Prospectus. This applies, in particular, to statements in this Prospectus containing information on our future earnings capacity, plans and expectations regarding our business growth and profitability, and the general economic conditions to which we are exposed. Statements made using words such as “predicts”, “forecasts”, “plans”, “endeavors” or “expects” may be an indication of forward-looking statements.

The forward-looking statements in this Prospectus are subject to risks and uncertainties, as they relate to future events, and are based on estimates and assessments made to the best of the Company’s present knowledge. These forward-looking statements are based on assumptions, uncertainties and other factors, the occurrence or non- occurrence of which could cause the Company’s actual results, including the financial condition and profitability of our Group, to differ materially from or fail to meet the expectations expressed or implied in the forward-looking statements. These expressions can be found in several sections in this Prospectus, particularly in the sections entitled “Risk Factors”, “Business” and “Recent Developments and Outlook”, and wherever information is contained in this Prospectus regarding our intentions, beliefs, or current expectations relating to its future financial condition and results of operations, plans, liquidity, business outlook, growth, strategy and profitability, as well as the economic and regulatory environment to which we are subject.

In light of these uncertainties and assumptions, it is also possible that the future events mentioned in this Prospectus will not occur. In addition, the forward-looking estimates and forecasts reproduced in this Prospectus from third-party reports could prove to be inaccurate (for more information on the third-party sources used in this Prospectus, see “B. GENERAL INFORMATION – V. Sources of Market Data” below). Actual results, performance or events may differ materially from those in such statements due to, among other reasons:

 changes in general economic conditions in the markets in which the Group operates, including changes in the unemployment rate, the level of consumer prices, wage levels etc.;

 the further development of European online market for baby, toddler, children and related products, in particular the levels of acceptance of internet retailing;

 user behavior on mobile devices and our ability to attract mobile internet traffic and convert such traffic into purchases of our goods;

 our ability to offer our customers an attractive online purchasing experience;

 demographic changes, in particular with respect to Germany;

 changes affecting interest rate levels;

 changes in the competitive environment and in the competition level;

 changes affecting currency exchange rates;

 the occurrence of accidents, natural disasters, fire, environmental damage or systemic delivery failures;

 inability to attract and retain qualified personnel;

 strikes;

 political changes; and

 changes in laws and regulations.

Moreover, it should be noted that neither the Company nor the Listing Agent assumes any obligation, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments.

V. SOURCES OF MARKET DATA

To the extent not otherwise indicated, the information contained in this Prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which the Group operates are based on the Company’s and the Listing Agent’s assessments. These assessments, in turn, are based in part on internal observations of the market and on various market studies.

The following sources were used in the preparation of this Prospectus:

 Agrar Heute; Milchprodukte, China will den Import um 70% steigern; April 2016; https://www.agrarheute.com/tier/rind/milchprodukte-china-will-import-um-70-prozent-steigern- 522743 (retrieved on March 29, 2021) („Agrar Heute“);

 e-tailment; Studie: So shoppen Eltern für die Kids; February 2018; http://etailment.de/news/stories/eltern-kinder-studie- 21088?utm_source=%2Fmeta%2Fnewsletter%2Flongread&utm_medium=newsletter&utm_campaign=n l1270&utm_term=19d68f6ca8cc5e2a52ade5516d359e52 (retrieved on March 29, 2021) („e-tailment“);

 Global Times CN, Cross-border e-commerce contributes to China’s foreign trade in 2020, with 31.1% annual growth amid pandemic; January 2021; https://www.globaltimes.cn/page/202101/1212876.shtml (retrieved on March 29, 2021) (“Global Times CN”)

 Kantar Consulting; Cross-border eCommerce vs Domestic eCommere; March 2019; https://consulting.kantar.com/wp-content/uploads/2018/10/Kantar-Consulting-eCommerce- Whitepaper-Volume%E2%85%A1-%E2%80%93-Where-to-Play-Cross-border-eCommerce.pdf (retrieved on March 29, 2021) (“Kantar Consulting”);

 National Bureau of Statistics of China; International Monetary Fund; National population and family Commission; McKinsey Global Institute; June 2013; http://www.mckinsey.com/insights/consumer_and_retail/mapping_chinas_middle_class (retrieved on March 29, 2021) (“National Bureau of Statistics of China”);

 The New York Times; China’s Birthrate Hits Historic Low, in Looming Crisis for Beijing; January 2020; https://www.nytimes.com/2020/01/16/business/china-birth-rate-2019.html (retrieved on March 29, 2021) (“New York Times”);

 Statista; Digital Markets – eCommerce – Deutschland; https://de.statista.com/outlook/dmo/ecommerce/deutschland (retrieved on March 29, 2021) (“Statista eCommerce Deutschland”);

 Statista; Digital Markets – eCommerce – Spielzeug, Hobby & DIY – Spielzeug & Baby – China; https://de.statista.com/outlook/dmo/ecommerce/spielzeug-hobby-diy/spielzeug-baby/china#market- globalRevenue (retrieved on March 29, 2021) (“Statista eCommerce Spielzeug & Baby China”);

 Statista; Digital Markets – eCommerce – Spielzeug, Hobby & DIY – Spielzeug & Baby – Deutschland; https://de.statista.com/outlook/dmo/ecommerce/spielzeug-hobby-diy/spielzeug-baby/deutschland (retrieved on March 29, 2021) (“Statista eCommerce Spielzeug & Baby Deutschland”);

 Statista; Digital Markets – eCommerce – Spielzeug, Hobby & DIY – Spielzeug & Baby – Europa; https://de.statista.com/outlook/dmo/ecommerce/spielzeug-hobby-diy/spielzeug-baby/europa (retrieved on March 29, 2021) (“Statista eCommerce Spielzeug & Baby Europa”);

 Statista; Umsatz im Cross-Border-E-Commerce-Markt (B2C) in China im Jahr 2017 sowie eine Prognose bis 2022; January 2020; https://de.statista.com/statistik/daten/studie/983450/umfrage/crossborder-e- commerce-umsatz-in-china/ (retrieved on March 29, 2021) (“Statista Sales Cross Border E-Commerce Marktet (B2C) in China”).

It should be noted in particular that as far as reference has been made in this Prospectus to information concerning markets and market trends, such information was obtained from the above-mentioned market studies, publicly available research and reports, internet articles, press clippings and statistics.

The Company has accurately reproduced the information from the above mentioned sources and, as far as it is aware and able to ascertain from information published by such third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading. Nevertheless, prospective investors are advised to consider this data with caution. For example, market studies are often based on information or assumptions that may be inaccurate or inappropriate, and their methodology is inherently predictive and speculative.

Irrespective of the assumption of responsibility for the content of this Prospectus by the Company and the Listing Agent (see “B. GENERAL INFORMATION – I. Responsibility Statement” above), neither the Company nor the Listing Agent have independently verified the figures, market data or other information on which third parties have based their studies. Accordingly, the Company and the Listing Agent make no representation or warranty as to the accuracy of any such information from third-party studies included in this Prospectus. Prospective investors should note that the Company’s own estimates and statements of opinion and belief are not always based on studies of third parties.

VI. DOCUMENTS AVAILABLE FOR INSPECTION

For the period during which this Prospectus is valid, the following documents will be available for inspection during regular business hours at the Company’s offices at Stefan-George-Ring 23, 81929 Munich, Germany (tel. +49 (0) 89 4161715217 and on the Company’s website www.corporate.windeln.de:

 the Company’s articles of association (the “Articles of Association”);

 the Company’s audited consolidated financial statements as of and for the fiscal year ended

December31, 2020, prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) and the additional requirements of German commercial law pursuant to Sec.315e (1) of the German Commercial Code (Handelsgesetzbuch) (the “Audited Consolidated Financial Statements”);

 the Company’s audited annual financial statements prepared in accordance with the German Commercial Code (Handelsgesetzbuch, “HGB”) as of and for the fiscal year ended December 31, 2020 (the “Audited Annual Financial Statements”) and

 the unaudited English translation of the Audited Consolidated Financial Statements.

The Audited Consolidated Financial Statements and the Audited Annual Financial Statements are also published in the

German Federal Gazette (Bundesanzeiger).

VII. CURRENCY PRESENTATION AND PRESENTATION OF FIGURES

In this Prospectus, “Euro” and “EUR” refer to the single European currency adopted by certain participating member states of the European Union, including Germany, and “CNY” refers to the official currency of China.

Where financial data in this Prospectus is labeled “audited”, this means that it has been taken from the Audited Consolidated Financial Statements or Audited Annual Financial Statements mentioned above. The label “unaudited” is used in this Prospectus to indicate financial data that has not been taken from the Audited Consolidated Financial Statements or Audited Annual Financial Statements mentioned above but rather was taken from our internal reporting system, or has been calculated based on financial data from the above-mentioned sources. All of the financial data presented in this Prospectus are shown in thousands of Euro (in EUR thousand), except as otherwise stated. Certain financial data (including percentages) in this Prospectus have been rounded according to established commercial standards, whereby aggregate amounts (sum totals, sub-totals, differences or amounts put in relation) are calculated based on the underlying unrounded amounts. As a result, the aggregate amounts may not correspond in all cases to the corresponding rounded individual amounts contained in the tables in this Prospectus. Furthermore, in those tables, these rounded figures may not add up exactly to the totals contained in those tables. Financial information presented which is preceded by a minus sign (“-”) denotes the negative of such number presented. In respect of financial data set out in this Prospectus, a dash (“–”) signifies that the relevant figure is not available, while a zero (“0”) signifies that the relevant figure is available but has been rounded to or equals zero.

VIII. PRESENTATION OF FINANCIAL INFORMATION

We prepared our consolidated financial statements as of and for the fiscal year ended December 31, 2020 in accordance with IFRS, as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315e (1) of the German Commercial Code (Handelsgesetzbuch). Our annual financial statements as of and for the fiscal year ended December 31, 2020 were prepared in accordance with the German Commercial Code (Handelsgesetzbuch). Such consolidated and annual financial statements were audited by KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Munich office, Germany (“KPMG”), as stated in their unqualified independent auditor’s report (Bestätigungsvermerk des unabhängigen Abschlussprüfers) thereon.

1. Emphasis of matter in the independent auditor’s report on the IFRS consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2020

The unqualified independent auditor’s report as of March 24, 2021 on the consolidated financial statements as of and for the fiscal year ended December 31, 2020 prepared in accordance with IFRS, as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315e (1) of the German Commercial Code (Handelsgesetzbuch), contains the following emphasis of matter paragraph with respect to “Material uncertainty regarding going concern”:

“We refer to chapter 3.1 “Basis of presentation” of the notes to the consolidated financial statements, as well as the disclosures within chapter 3 “Outlook” and 6.4 “Liquidity risk” of the group management report, in which

the legal representatives describe, that the group is exposed to significant uncertainties with respect to conduct equity financing and achieve planned increases in revenues and margins as well as further planned cost reductions, whose occurrence is mandatorily necessary to ensure the achievement of a positive net cash flow.

As part of our audit, we identified the appropriateness of the company’s ability to continue as a going concern as well as the appropriate presentation of the material uncertainty in connection with going concern in the consolidated financial statements as a significant risk and performed the following audit procedures: With the involvement of our restructuring specialists, we gained an understanding of the planning process and discussed the significant assumptions of the planning with the responsible management. We also challenged the group’s forecasting quality by comparison of the past’s financial years planning with the results achieved and analyzed deviations. As a result of not met forecasts, we have made, particularly for important assumptions, such as the development of sales and margins, assessments. Due to the increasing importance of the business with intermediaries, we analyzed the order backlog as of December 31, 2020 and compared the order intake in the first two months of 2021 with the planning. Furthermore, we compared whether the assumptions are consistent with internal explanations and external market estimates. We have assessed the measures for procurement of liquidity provided by the legal representatives and if they are sufficiently probable and feasible. We also assessed the reliability of the underlying data. To take the existing forecast uncertainty into account, we analyzed the effects of risks, which result in particular from the ambitious planning assumptions, on going concern by calculating alternative scenarios.

We do not give a separate opinion on these matters.

The assumptions made by the management board of the parent company and the presentation in the notes to the consolidated financial statements and the group management report are reasonable.

The going concern of the Company and thus of the Group is at risk and the maintenance of solvency depends mainly on the ability to raise additional liquidity funds through a further equity financing round, which is planned for the second quarter of 2021. The capital increase has been taken into account in the planning accordingly and the Company has started the necessary preparations for the equity financing round. Furthermore, the ability to continue as going concern will depend on the achievement of the budget within the next two years. If the planned projects and cost reductions cannot be implemented in the full extent or do not lead to the expected outcome, the financial resources in the course of 2022 will not be sufficient to fully meet the payment obligations, taking into account the equity financing round planned for the second quarter of 2021.

As stated in chapter 3.1 “Basis of presentation” of the notes to the consolidated financial statements and chapter 3 “Outlook” and 6.4 “Liquidity risk” of group management’s report, this events and circumstances indicating a significant uncertainty regarding going concern, which can raise significant doubts in view of group’s ability to continue operating and which represents a risk to the existence of the company within the meaning of section 322 (2) sentence 3 HGB.

Our audit opinions have not been modified in this regard.”

In chapter 3 “Outlook” of the group management report of the Company as of and for the fiscal year ended December31, 2020, to which the above excerpt from the independent auditor’s report on the Company’s consolidated financial statements refers to, the following is stated with regard to risks related to the going concern of the Group:

“The group is exposed to significant uncertainties with respect to transact equity financing and achievement of planned increases in revenues and margins as well as further planned cost reductions, whose occurrence is mandatorily necessary to ensure the achievement of a positive net cash flow.

In the area of sales increases, further growth is planned in China in particular. Among other things, it is planned to open up new distribution channels and expand the product range. Uncertainty exists in the fact that the planned projects could be delayed, not realized to the planned extent or not take place at all. With regard to margin increases, various measures are planned, including further improved supplier conditions, a further improvement of the product mix as well as an increase in the turnover rate in the apparel segment by focusing on a few, but profitable brands. Uncertainties exist with regard to the implementation of improved supplier conditions. A major driver in terms of cost reductions is the outsourcing of the IT shop infrastructure (IT shop system and product information system). The project has already been partially completed, so that uncertainties only exist with regard to possible project delays.

The Executive Board is countering the uncertainties described in the previous paragraph with various measures. For example, dedicated project management has been set up to regularly monitor and control all planned projects and measures and to initiate countermeasures at an early stage if necessary. Finally, the Executive Board hopes to improve supplier conditions through continuous dialogue with trade credit insurers and suppliers.

The continued existence of the Company and thus of the Group as a going concern is at risk and the maintenance of solvency depends mainly on the ability to raise additional funds through a further equity financing round, which is planned for the second quarter of 2021. The capital increase has been taken into account in the planning accordingly and the Company has begun the necessary preparations for the equity financing round. Further, the ability to continue as going concern will depends on realization of the budget in the next two years. If the planned projects and cost reductions cannot be implemented in the full extent or do not lead to the expected outcome, the financial resources will not be sufficient to fully meet the payment obligations, in the course of 2022, taking into account the equity financing round planned for the second quarter of 2021.”

In chapter 6.4 “Liquidity risk” of the group management report of the Company as of and for the fiscal year ended December31, 2020, to which the above excerpt from the independent auditor’s report on the Company’s consolidated financial statements refers to, the following is stated:

“Liquidity risk is the risk that the Group will potentially not be able to settle its financial liabilities when they fall due. An efficient liquidity management system is therefore used to guarantee that the Group is solvent at all times. The Group monitors the risk of liquidity bottlenecks continuously using liquidity planning prepared at group level.

A delay of the strategic measures initiated in previous years, the occurrence of risk factors as presented in opportunities and risks report as well as a deviation from the business plan for 2021 could result in a material deterioration of the liquidity situation of the Group. The Group may require to take up additional liquidity funds until the achievement of positive cash flows, e. g. through equity or debt instruments in order to ensure solvency and to have a sufficient liquidity buffer. In 2021, a capital increase in a single digit million range is budgeted. We refer to note 3 “Outlook” which describes risks related to the going concern of the Group.”

2. Emphasis of matter in the independent auditor’s report on the HGB annual financial statements of the Company as of and for the fiscal year ended December 31, 2020

“We refer to chapter 1. “General information” of the notes to the annual financial statements, as well as the disclosures within chapter 3 “Outlook” and 5.4 “Liquidity risk” of the management report, in which the legal representatives describe, that the Company is exposed to significant uncertainties with respect to conduct equity financing and achieve planned increases in revenues and margins as well as further planned cost reductions, whose occurrence is mandatorily necessary to ensure the achievement of a positive net cash flow.

As part of our audit, we identified the appropriateness of the company’s ability to continue as a going concern as well as the appropriate presentation of the material uncertainty in connection with going concern in the annual financial statements as a significant risk and performed the following audit procedures: With the involvement of our restructuring specialists, we gained an understanding of the planning process and discussed the significant assumptions of the planning with the responsible management. We also challenged the Company’s forecasting quality by comparison of the past’s financial years planning with the results achieved and analyzed deviations. As a result of not met forecasts, we have made, particularly for important assumptions, such as the development of sales and margins, assessments. Due to the increasing importance of the business with intermediaries, we analyzed the order backlog as of December 31, 2020 and compared the order intake in the first two months of 2021 with the planning. Furthermore, we compared whether the assumptions are consistent with internal explanations and external market estimates. We have assessed the measures for procurement of liquidity provided by the legal representatives and if they are sufficiently probable and feasible. We also assessed the reliability of the underlying data. To take the existing forecast uncertainty

into account, we analyzed the effects of risks, which result in particular from the ambitious planning assumptions, on going concern by calculating alternative scenarios.

We do not give a separate opinion on these matters.

The assumptions made by the management board of the parent company and the presentation in the notes to the annual financial statements and the management report are reasonable.

The going concern of the Company is at risk and the maintenance of solvency depends mainly on the ability to raise additional liquidity funds through a further equity financing round, which is planned for the second quarter of 2021. The capital increase has been taken into account in the planning accordingly and the Company has started the necessary preparations for the equity financing round. Furthermore, the ability to continue as going concern will depend on the achievement of the budget within the next two years. If the planned projects and cost reductions cannot be implemented in the full extent or do not lead to the expected outcome, the financial resources in the course of 2022 will not be sufficient to fully meet the payment obligations, taking into account the equity financing round planned for the second quarter of 2021.

As stated in chapter 1 “General information” of the notes to the annual financial statements and chapter 3 “Outlook” and 5.4 “Liquidity risk” of management’s report, this events and circumstances indicating a significant uncertainty re-garding going concern, which can raise significant doubts in view of the Company’s ability to continue operating and which represents a risk to the existence of the Company within the meaning of section 322 (2) sentence 3 HGB.

Our audit opinions have not been modified in this regard.”

In chapter 3 “Outlook” of the management report of the Company as of and for the fiscal year ended December 31, 2020, to which the above excerpt from the independent auditor’s report on the Company’s annual financial statements refers to, the following is stated with regard to risks related to the going concern of the Company:

“The Company is exposed to significant uncertainties with respect to transact equity financing and achievement of planned increases in revenues and margins as well as further planned cost reductions, whose occurrence is mandatorily necessary to ensure the achievement of a positive net cash flow.

In chapter 5.4 “Liquidity risk” of the management report of the Company as of and for the fiscal year ended December 31, 2020, to which the above excerpt from the independent auditor’s report on the Company’s annual financial statements refers to, the following is stated:

“Liquidity risk is the risk that the Company will potentially not be able to settle its financial liabilities when they fall due. An efficient liquidity management system is therefore used to guarantee that the Company is solvent at all times. The Company monitors the risk of liquidity bottlenecks continuously using liquidity planning.

A delay of the strategic measures initiated in previous years, the occurrence of risk factors as presented in opportunities and risks report as well as a deviation from the business plan for 2021 could result in a material deterioration of the liquidity situation of the Company. The Company may require to take up additional liquidity funds until the achievement of positive cash flows, e. g. through equity or debt instruments in order to ensure solvency and to have a sufficient liquidity buffer. In 2021, a capital increase in a single digit million range is budgeted. We refer to note 3 “Outlook” which describes risks related to the going concern of the Company.”

May 4, 2021

May 12, 2021

May 14, 2021 May 18, 2021

Submission of the application for admission of the Admission Shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, to the sub- segment thereof with additional post-admission obligations (Prime Standard)

Approval of this Prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”)

Publication of the approved prospectus on the Company’s website (www.corporate.windeln.de)

Admission decision to be issued by the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)

Commencement of trading of the Admission Shares

Inclusion of the Admission Shares into the current listing of the Admitted Shares and consolidation under the ISIN DE000WNDL201

C. THE ADMISSION

I. SUBJECT MATTER OF THE ADMISSION

Besides the Admission Shares, the remaining shares of the Company, which are of the same class as the Admission Shares, are already admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and simultaneously in the sub-segment of the regulated market with additional post- admission obligations (Prime Standard) (the “Admitted Shares”).

II. EXPECTED TIMETABLE FOR THE ADMISSION

The following is the expected timetable for the Admission, which may be extended or shortened:

III. EXPECTED COST OF THE ADMISSION

The total costs associated with the listing of the Admission Shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange are expected to be approximately EUR 300 thousand. This includes fees for the Listing Agent in the amout of approximately EUR 50 thousand. Investors will not be charged expenses by the Company or the Listing Agent.

IV. INFORMATION ON THE SHARES

1. Current Share Capital; Legal Basis of the Admission Shares

The Admission Shares were created from resolutions on a capital increase against contribution in cash by EUR 2,821,828.00 to EUR 10,982,073.00 through the issuing of 2,821,828 new ordinary bearer shares with no-par value (Stückaktien) by the Management Board with the approval of the Supervisory Board on September 25, 2020, and October 21, 2020, and from resolutions on a capital increase against contribution in cash by EUR 1,098,207.00 to EUR 12,080,280.00 through the issuing of 1,098,207 new ordinary bearer shares with no-par value (Stückaktien) by the Management Board with the approval of the Supervisory Board on March 5, 2021, and March 12, 2021, both by making use of the authorized capital resolved by the Company’s ordinary general shareholders’ meeting on June 24, 2020.

2. Certification of the Shares

As of the date of this Prospectus, all of the Company’s shares are ordinary bearer shares (Inhaberaktien) with no-par value (Stückaktien). The Company’s shares are being represented by several global share certificates which have been deposited with Clearstream Banking Aktiengesellschaft, Mergenthalerallee 61, 65760 Eschborn, Germany.

Section 5 para. 2 of the Articles of Association excludes, to the extent legally permissible and not required by the rules and procedures of a stock exchange on which the Company’s shares are admitted for trading, the right of the shareholders to receive share certificates. The Management Board determines pursuant to Section 5 para. 3 of the Articles of Association the form and content of the share certificates. The Admission Shares provide holders thereof with the same rights as all of the other shares of the Company and do not provide any additional rights or advantages.

3. Voting Rights

Each share in the Company carries one vote at the Company’s general shareholders’ meeting. There are no restrictions on voting rights.

4. Securities with warrants

a. Description of LTIP 2015-2017 – SO and RSU

In 2015, the Company launched a long-term incentive plan (LTIP 2015-2017) and from 2015 to 2017, entered into corresponding agreements with employees of the Group. As part of this plan, both equity-settled stock options (SO) and restricted stock units (RSU) will be issued. The RSUs entitle holders to purchase shares in windeln.de SE at the respective applicable share price without payment of a strike price by the beneficiary. After a six-month cliff period from an allocation date set by the Company, the participants have obtained a vested right to 6/48 of the options granted; thereafter they obtain a vested right to the options in 42 further sub-tranches over a period of three and a half years. Provided that specified revenue growth targets are met for the Group (so called performance condition), the stock options can be exercised after the end of the four-year vesting period. If the specified revenue growth targets are not met, the stock options cannot be exercised. There is no performance condition for the RSUs. Both for the stock options and the RSUs, the number of shares to be issued is capped. In accordance with IFRS 2, the stock options are measured only on the date of issue or grant date. Whether the RSUs are settled in the form of shares or in a cash equivalent is within the Company’s discretion. In 2020, vested RSUs from agreements of the years 2015 and 2016 were settled in cash, and payments totaling EUR 4 thousand were made. With regards to the accounting and measurement of the RSU from agreements of the year 2017 please see “c. Change in planned settlement” below.

b. Description of LTIP 2018-2020 – SO and RSU

In 2018, the Company launched another long-term incentive plan (LTIP 2018-2020) and entered into corresponding agreements with employees of the Group in 2018 and 2019. As part of this plan, both equity-settled stock options (SO) and restricted stock units (RSUs) will be issued. The RSUs entitle holders to purchase shares in windeln.de SE at the respective applicable share price without payment of a strike price by the beneficiary. After a six-month cliff period from an allocation date set by the Company, the participants have obtained a vested right to 6/48 of the options granted, beginning with the calendar year in which the options were granted; thereafter they obtain a vested right of 1/48 per month over a total period of four years, beginning with the calendar year in which the options were granted. Provided that specified EBIT targets are met for the Group (performance condition), the stock options can be exercised after the end of the four-year vesting period. If the specified EBIT targets are not met, the stock options cannot be exercised. There is no performance condition for the RSUs. Both for the stock options and the RSUs, the number of shares to be issued is capped. In accordance with IFRS 2, the stock options are measured only on the date of issue or grant date. Whether the RSUs are settled in the form of shares or in a cash equivalent is within the Company’s discretion. With regards to the accounting and measurement of the RSU please see “c. Change in planned settlement” below.

c. Change in planned settlement

With regards to the Long Term Incentive Plans LTIP 2015-2017 and LTIP 2018-2020, the Company may determine whether the RSUs are settled in the form of shares or in a cash equivalent. In prior years the Company has provided for settlement in the form of real equity instruments, therefore the contract component had been recognized as equity-settled share-based payment. In accordance with IFRS 2, the RSUs were measured only on the date of issue respectively the grant date.

At the end of the second quarter 2020, the supervisory board and the management board of the Company decided to settle RSUs in cash which had been issued in 2015 and 2016 and which were already fully vested. The Company expects that in the future RSUs will be settled in cash as well. Background of this assumption is the low share price of the Company on the one side and on the other side the strong reduction of the number of outstanding RSUs caused by the capital decreases in the prior year and therefore the disproportionally high costs of a settlement in cash.

Thereupon, the accounting of the RSUs was modified pursuant to IFRS 2. A one-time reclassification from additional paid-in capital to provisions was made in the amount of the fair value of the vested RSUs at the modification date. From this date onwards, newly vested RSUs are expensed at their fair value at the grant date, with this expense being allocated proportionately to additional paid-in capital and provisions in accordance with IFRS 2. In addition, RSUs are remeasured at fair value at each reporting date. In a final step, the provisions are adjusted through profit or loss so that the resulting provision amount corresponds to the fair value of the vested RSUs at the reporting date.

d. Description of LTIP 2020-2024 – SO and RSU

In 2020, the Company launched a third Long Term Incentive Plan (LTIP 2020-2024) and entered into corresponding agreements with employees of the Group. Under this program, both stock options (SOs) and restricted stock units (RSUs) will be issued. The RSUs entitle holders to receive shares in windeln.de SE at the respective applicable share price without payment of a strike price by the beneficiary or to receive a cash payment in the same amount. Whether the RSUs are settled in the form of shares or in a cash equivalent is within the Company’s discretion. With regard to the SOs, the company may also determine the form of settlement. From an allocation date set by the Company (for 2020 the allocation date is set at January 1, 2020), participants obtain a vested right of 1/48 per month over a total period of four years. Provided that the share price of the Company increases by at least a defined percentage value in a defined period (performance condition), the stock options can be exercised after the end of the four-year vesting period and the four-year waiting period (from the date of conclusion of the contract) within predefined exercise windows. If the performance condition is not met, the stock options cannot be exercised. In the case of RSUs, there is no performance condition. In the case of both stock options and RSUs, the number of shares to be issued is capped (CAP).

As the Executive Board and the Supervisory Board currently envisage servicing the stock options in equity instruments, SOs are accounted for as equity-settled share-based payments. In accordance with IFRS 2, the stock options are therefore only measured at the date of issue or grant date. With regard to the RSUs, past practice indicates that they will be settled in cash, which is why RSUs are accounted for as cash-settled share-based payments.

e. Measurement of the programs

The same measurement method, a Monte Carlo simulation, was used for all equity settled share based payments which were measured only once until 2019. With regards to the description of the method we refer to the notes to the consolidated statement of financial position for 2019.

Since 2020, the valuations of the RSU as of reporting date as well as the stock options granted in 2020 were performed by an external valuation specialist who determined the fair values based on a binominal model.

always "work one's way forward" from the end of the tree to the beginning of the tree. The value at the end nodes of the tree is generally determined on the basis of a comparison of the company's share price at the time of the end node and the payout limit (cap). In principle, the values at the nodes are calculated from the values of the preceding nodes, if exercising the option is not possible or does not make economic sense at the time in question. For this reason, for example, the values of the penultimate nodes are determined from the values of the end nodes. In other words, the first step determines whether it makes economic sense to exercise the option at the moment - economically sensible means that the payoff on exercise is higher than the current fair value when the option is held. The following two products are then determined: a) the future subscription right value of an upward movement multiplied by the probability of the upward movement and b) the future subscription right value of a downward movement multiplied by the probability of the downward movement. The sum of both values is then multiplied by the factor for risk-neutral valuation to obtain the expected value of the subscription right value for the node under consideration.

The volatility was determined as the historical volatility of the windeln.de share over the respective remaining term. The expected volatility taken into account reflects the assumption that the historical volatility is indicative of future trends, and may also not necessarily be the actual outcome. The expected dividend yield is based on market assessments for the amount of the expected dividend of the windeln.de share. The risk-free interest rates were determined based on the interest on German government bonds over a similar period.

In general, the past and the new valuation method will yield the same results if same input parameters will be used.

The following input parameters were used for the valuation of SOs at the grant date and for the valuation of RSUs on December 31, 2020. The table does not include information for SOs forfeited as of December 31, 2020 and RSUs accounted for at the actual settlement amount as of December 31, 2020.

RSU

94.71 % - 95.64 %

-0.73 % - -0.72 %

0.00 % 4

1.42 The subscription rights recognized exclusively in equity changed as follows :

44.51 % - 47.88 %

0.00 % 0.00 % 4-4.67

1.26 - 2.17

LTIP 2015-2017 RSU SO

LTIP 2018-2020

LTIP 2020-2024 RSU SO

Expected volatility (%).......................................................6..3...0..3.. %

41.91 %

81.40 %

-0.76 % 0.00 % 4

1.42

72.40 %

-0.68 % 0.00 % 6.17

1.81

Risk-free interest rate (%) .................................................-..0...7..6..%...... Expected dividend yield (%) ..............................................0...0..0...%.......... Expected life of options (years).........................................4......................4. Average share price on the measurement date (in

EUR) ..................................................................................1...4..2......... 3.19

0.00 % 0.00 %

LTIP 2015-2017

RSU SO RSU SO SO

LTIP 2018-2020

LTIP 2020-2024

Outstanding at the beginning of the reporting period

(January 1, 2020)...............................................................................................3.,315

Change in planned settlement ................................................................ -3,315

4,031 1,604

–- -1,604 ––

Granted during the reporting period ................................................................ Exercised during the reporting period ................................................................ Forfeited during the reporting period ................................................................ Expired during the reporting period................................................................ Outstanding at the end of the reporting period (December 31,

2020) ................................................................................................

Exercisable at the end of the reporting period (December 31, 2020) ................................................................................................

– 448 – - – -4,380 – -

– 99* – –

–

– ––

4,835 –

2,623 30,205

–

– ––

-167 –

–

– ––

7,291 30,205

vested. Pursuant to IFRS 2, for accounting purposes this assumption was incorporated into the quantity of the stock option plan. For the stock options granted in 2015 and 2016, the defined performance targets were finally not met, and options forfeited.

The weighted average exercise price (in EUR) for stock options is as follows:

LTIP LTIP LTIP 2015-2017 2018-2020 2020-2024 SO SO SO

For stock options outstanding at the beginning of the reporting period (January 1, 2020) ................................................................................................................................

For stock options granted during the reporting period................................................................ For stock options exercised during the reporting period ................................................................ For stock options forfeited during the reporting period ................................................................ For stock options expired during the reporting period ................................................................ For stock options outstanding at the end of the reporting period (December 31,

2020) ................................................................................................................................

For stock options exercisable at the end of the reporting period (December 31,

2020) ................................................................................................................................

121.21 107.47 – 120.08 –

107.47 –

32.11 – 23.57 1,20 – – 17.02 – – –

29.37 1,20 – –

The weighted average remaining contractual life for the stock options outstanding as of December 31, 2020, is 3 years. The weighted average fair value of the restricted stock units granted in 2020 was EUR 1.31. The weighted average fair value of the stock options granted in 2020 was EUR 1.34, after modifications due to the capital decreases in 2019. Considering the capital decreases in 2019, the exercise price range for the equity-settled stock options outstanding as of December 31, 2020, is EUR 1.20 to EUR 107.47, if an exercise price has been set.

5. Subscription Rights

Pursuant to Article 5 of the of the Council Regulation (EC) 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (the “SE Regulation”) together with Section 186 of the German Stock Corporation Act (Aktiengesetz), each shareholder of an European stock corporation (Societas Europaea, SE) generally has statutory subscription rights to the new shares to be issued as part of a capital increase, as well as to convertible bonds (Wandelschuldverschreibungen), bonds with warrants (Optionsanleihen), profit participation rights (Genussrechte) or participating bonds (Gewinnschuldverschreibungen). Subscription rights are freely transferable. However, the Company’s general shareholders' meeting may exclude those subscription rights by a majority of the votes cast and a simultaneous majority of at least three-quarters of the share capital represented in the resolution.

6. Dividend and Liquidation Rights

The Admission Shares carry full dividend rights from January 1, 2020. After the Company’s ordinary general shareholders’ meeting 2021, which is scheduled for May 14, 2021, the Admission Shares will carry full dividend rights from January 1, 2021.

In the event of the Company’s liquidation, any proceeds will be distributed to the holders of the Company’s shares in proportion to their interest in the Company’s share capital.

V. ISIN/WKN/TICKER SYMBOL

Admitted Shares:

International Securities Identification Number (ISIN) German Securities Code (Wertpapierkennnummer, WKN) Trading Symbol

Common Code

Admission Shares:

International Securities Identification Number (ISIN) German Securities Code (Wertpapierkennnummer, WKN)

VI. TRANSFERABILITY OF THE SHARES, LOCK-UP

DE000WNDL201 WNDL20 WDL 190981827

DE000WNDL128 WNDL12

The Company’s shares are freely transferable in accordance with the legal requirements for ordinary bearer shares. There are no prohibitions on disposals or restrictions with respect to the transferability of the Company’s shares.

VII. DESIGNATED SPONSOR

The designated Sponsor of the Company’s shares traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is Pareto Securities.

VIII. INTERESTS OF PARTIES PARTICIPATING IN THE ADMISSION

The Listing Agent has entered into a Listing Term Sheet with the Company under which it has agreed, subject to the terms and conditions of the Listing Term Sheet, to apply for the admission of the Admission Shares to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard). For its services the Listing Agent receives a fee of approx. EUR 50 thousand which becomes due upon admission of the Admission Shares.

The holders of the Admission Shares have an interest in the Admission as they benefit from it due to the increased fungibility of the Admission Shares.

Other than the interests described above, there are no material interests, in particular no material conflicts of interest, with respect to the Admission.

D. DIVIDEND POLICY; RESULTS AND DIVIDENDS PER SHARE; USE OF PROFITS

I. GENERAL PROVISIONS RELATING TO PROFIT ALLOCATION AND DIVIDED PAYMENTS

The shareholders’ share of the Company’s profits is determined based on their respective interests in the Company’s share capital. For a European company (Societas Europea, SE) with a dual board structure under German law, the distribution of dividends for a given fiscal year and the amount and payment date thereof, are resolved by the shareholders’ meeting (Hauptversammlung) of the subsequent fiscal year. The shareholders’ meeting must be held within the first six months of each fiscal year. Proposals for the distribution of dividends will be issued by the Management Board and the Supervisory Board jointly or by the Management Board and the Supervisory Board separately, with the shareholders’ meeting however not bound by those proposals.

Dividends may only be distributed from the distributable profit (Bilanzgewinn) of the Company. The distributable profit is calculated based on the Company’s annual financial statements prepared in accordance with the requirements of the German Commercial Code (Handelsgesetzbuch). Accounting regulations under the German Commercial Code (Handelsgesetzbuch) differ from the IFRS in material aspects.

When determining the distributable profit, net income or loss for the fiscal year (Jahresüberschuss/-fehlbetrag) must be adjusted for profits/losses carried forward (Gewinn-/Verlustvorträge) from the prior fiscal year and releases of or allocations to reserves. Certain reserves are required to be set up by law, and amounts mandatorily allocated to these reserves in the given fiscal year must be deducted when calculating the distributable profit. The Management Board must prepare annual financial statements (balance sheet, income statement and notes to the annual financial statements) and a management report for the previous fiscal year by the statutory deadline and present these to the auditors and the Supervisory Board immediately after preparation. At the same time, the Management Board must present to the Supervisory Board a proposal for the allocation of the Company’s distributable profits pursuant to Article 61 of the SE Regulation together with Section 170 para. 2 of the German Stock Corporation Act (Aktiengesetz). Under Article 61 of the SE Regulation together with Section 171 of the German Stock Corporation Act (Aktiengesetz), the Supervisory Board must review the annual financial statements, the Management Board’s management report and the proposal for the allocation of the distributable profit and report to the shareholders’ meeting in writing on the results. The Supervisory Board must submit its report to the Management Board within one month after the documents were received. If the Supervisory Board approves the financial statements after its review, these are deemed adopted unless the Management Board and the Supervisory Board resolve to assign adoption of the financial statements to the shareholders’ meeting. If the Management Board and the Supervisory Board choose to allow the shareholders’ meeting to adopt the financial statements, or if the Supervisory Board does not approve the financial statements, the Management Board must convene a shareholders’ meeting without delay.

The shareholders’ meeting’s resolution on the allocation of the distributable profits requires a simple majority of the votes cast. If the Management Board and the Supervisory Board adopt the financial statements, they can allocate an amount of up to half of the Company’s net income for the year to other surplus reserves. Additions to the legal reserves and loss carry-forwards must be deducted in advance when calculating the amount of net income for the year to be allocated to other surplus reserves. Pursuant to Section 21 para. 4 of the Articles of Association, the shareholders’ meeting may also resolve to distribute the distributable profit by way of a dividend in kind in addition to or instead of a cash dividend, or it may allocate further amounts to retained earnings or carry such amounts forward as profit in the resolution on the appropriation of the distributable profits. Dividends resolved by the shareholders’ meeting are due and payable immediately after the relevant shareholders’ meeting, unless provided otherwise in the dividend resolution, in compliance with the rules of the respective clearing system. Clearstream Banking Aktiengesellschaft will transfer the dividends to the shareholders’ custodian banks for crediting to their accounts and German custodian banks are under an obligation to distribute the funds to their customers. Shareholders using a custodian bank located outside Germany must inquire at their respective bank regarding the terms and conditions applicable in their case. Notifications of any distribution of dividends resolved upon are published in the German Federal Gazette (Bundesanzeiger) immediately after the shareholders’ meeting. To the extent dividends can be distributed by the Company in accordance with the German Commercial Code (Handelsgesetzbuch) and corresponding decisions are taken, there are no restrictions on shareholder rights to receive dividends. Any dividends not claimed within the past three years become time-barred. If dividend payment claims expire, the Company becomes the beneficiary of the dividends. Generally, withholding tax (Kapitalertragsteuer) is withheld from dividends paid.

Pursuant to Section 21 para. 5 of the Articles of Association, the Management Board is, with the approval of the Supervisory Board, authorized to pay shareholders an interim dividend out of the expected distributable profit after the end of the fiscal year provided that interim financial statements show a net profit for such fiscal year. The interim

dividend may not exceed half of the net profits remaining after the amounts stipulated by law or the Articles of Association have been allocated to retained earnings. Furthermore, the interim dividend may not exceed half of the distributable profit for the preceding fiscal year.

II. DIVIDEND POLICY AND EARNINGS PER SHARE

We currently intend to retain all available funds and any future earnings to support operations and to finance the development of our business and do not intend to pay dividends in the foreseeable future. Any future determination to pay dividends will be made in accordance with applicable laws, and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements. Our future ability to pay dividends may be limited by the terms of any existing and future debt or preferred securities.

The following table shows the Company’s consolidated profit or loss for the period, other comprehensive income or loss, net of tax, total comprehensive income or loss, net of tax, and earnings per share based on the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2020 as well as the net loss for the year based on the respective Company’s audited annual financial statements as of and for the fiscal year ended December 31, 2020 prepared in accordance with the German Commercial Code (Handelsgesetzbuch).

(in EUR thousand, unless otherwise specified)

Profit or loss for the period (IFRS)

Other comprehensive income or loss, net of tax (IFRS) Total comprehensive income or loss, net of tax (IFRS)

For the fiscal year ended December 31, 2020 2019 R(1)

(audited, unless otherwise specified)

-13,748 -211 -13,959

-14,612 14 -14,598

2,584 -4.32 -1.34 -5.66

-15,018 – –

Basic weighted average number of shares (thousands)

Earnings per share from continuing operations (IFRS) (in

EUR)(2) -1.10 Earnings per share from discontinued operations (IFRS)

(in EUR)(2) -0.62

Basic earnings per share (in EUR) (IFRS)(2)

Net loss for the year (HGB) Distributable profit (HGB) Dividends paid per share

8,015

-1.72

-15,766 – –

(1) In the consolidated financial statements as of and for the fiscal year ended December 31, 2020 the comparative financial information as of and for the fiscal year ended December 31, 2019 was retrospectively adjusted due to the necessary presentation of the Company’s Bebitus business (“Bebitus”) as discontinued operation in accordance with IFRS 5 “Non- current Assets Held for Sale and Discontinued Operations” after the Company decided to discontinue its Bebitus operations by selling some of the associated assets and abandoning others. For purposes of comparability of the fiscal years ended December 31, 2020 and December 31, 2019 the adjusted comparative financial information as of and for the fiscal year ended December 31, 2019 from our consolidated financial statements as of and for the fiscal year ended December 31, 2020 is presented in the table above (designated in the table as “2019 R” whereby “R” means “Restated”).

(2) Basic earnings per share is our net profit for the respective fiscal year attributable to the shareholders divided by the weighted average number of shares in circulation during the respective fiscal year.

No distributions of profits or reserves were made to our shareholders in the fiscal year ended December 31, 2020 or in the fiscal year 2021 (up to the date of this Prospectus).

E. CAPITALIZATION AND INDEBTEDNESS

The following tables set forth the Group’s capitalization and indebtedness actuals as of February 28, 2021. The actual figures as of February 28, 2021 shown below have been set up in accordance with IFRS, were taken or derived from the internal reporting system of the Company and are unaudited. The rightmost columns of the following tables show the aforementioned actuals as of February 28, 2021, adjusted by the capital increase implemented in March 2021 described in “J. DESCRIPTION OF THE COMPANY’S SHARE CAPITAL AND APPLICABLE REGULATIONS – I. Provisions Relating to the Share Capital of the Company – 1. Current Share Capital; Shares” below. For simplification purposes no tax effects were considered in connection with the adjustments made.

I. CAPITALIZATION

(in EUR thousand)*

Total Current debt (including current portion of non-current debt)(2),(3) Guaranteed

Secured

Unguaranteed/unsecured

Secured

Unguaranteed/unsecured

Actuals as of February 28, 2021

(unaudited)

0 9,837 1,697 0 0 1,697 10,157 10,982 173,656 -174,481 Total(9) 21,691

Adjusted actuals as of February 28, 2021(1)

(unaudited)

9,837

0 9,837 1,697 0 0 1,697 11,584 12,080 173,985 -174,481 23,118

This column shows the actuals as of February 28, 2021, adjusted by the capital increase implemented in March 2021 described in “J. DESCRIPTION OF THE COMPANY’S SHARE CAPITAL AND APPLICABLE REGULATIONS – I. Provisions Relating to the Share Capital of the Company – 1. Current Share Capital; Shares” below. Gross issuing proceeds amounted to EUR 1,427 thousand. Share capital was increased by EUR 1,098 thousand and legal reserve by EUR 329 thousand.

This position refers to the line item “total current liabilities” as shown in our external IFRS financial reporting.

All current and non-current debt is unsecured and unguaranteed.

This position refers to the line item “total non-current liabilities” as shown in our external IFRS financial reporting. As of February 28, 2021, this position comprises cash settled share based payment obligations (EUR 52 thousand) and financial liabilities. Financial liabilities only comprise lease liabilities. Total lease liabilities as per February 28, 2021 amount to EUR 2,239 thousand with a current portion of EUR 594 thousand and a non-current portion of EUR 1,645 thousand.

This position shows the total of the line items “Share capital”, “Legal Reserve” and “Other Reserves” as shown in the rows below.

This position refers to the line item ”issued capital” as shown in our external IFRS financial reporting.

This position refers to the line item “share premium” as shown in our external IFRS financial reporting.

This position refers to the line item “accumulated loss” as shown in our external IFRS financial reporting, but does not include losses incurred in the fiscal year 2021.

This position shows the total of the line items “Total Current debt (including current portion of non-current debt)”, “Total Non-Current debt (excluding current portion of long-term debt)” and “Shareholder equity”.

Total Non-Current debt (excluding current portion of non-current debt)(3),(4) Guaranteed

Shareholder equity(5) Share capital(6) Legal reserve(7)

Other reserves(8)

* Columns may not add up due to rounding.

9,837

(1)

(2) (3) (4)

(5) (6) (7) (8)

(9)

II. INDEBTEDNESS

Actuals as of February 28, 2021

Adjusted actuals as of February 28, 2021(10)

(unaudited)

(in EUR thousand)*

A. B. C. D.

E. F.

I. J. K.

L. M.

* (10)

(11) (12) (13)

(14) (15)

(16)

III.

Cash(11)

Cash equivalents(12)

Other current financial assets(13) Liquidity (A + B + C)

Current financial debt (including debt instruments, but excluding current portion of non- current financial debt)(14)

Current portion of non-current financial debt(15)

Current financial indebtedness (E + F )

Net current financial indebtedness (G - D)

Non-current financial debt (excluding current portion and debt instruments)(16) Debt instruments

Non-current trade and other payables

Non-current financial indebtedness (I + J + K) Total financial indebtedness (H + L)

Columns may not add up due to rounding.

4,665 53 2,406 7,124

6,314 594

6,908 -216 1,645

0 0

1,645 1,429

6,068 53 2,406 8,527

6,314 594

6,908 -1,619 1,645

0 0

1,645 26

(unaudited)

This position refers to the total of the line items “cash at banks” and “cash at hand”, each as shown in our external IFRS financial reporting. This position refers to restricted cash items whose restrictions expire within three months after the balance sheet date.

This position refers to the total of the line items “trade receivables” and “other financial assets”, each as shown in our external IFRS financial reporting.

This position refers to the total of the line items “trade payables” and “other current financial liabilities”, each as shown in our external IFRS financial reporting.

This position refers to the line item “current financial liabilities” as shown in our external IFRS financial reporting and comprises only lease liabilities as of February 28, 2021. Total lease liabilities as of February 28, 2021 amount to EUR 2,239 thousand with a current portion of EUR 594 thousand and a non-current portion of EUR 1,645 thousand.

This position refers to the line item “non-current financial liabilities” as shown in our external IFRS financial reporting and comprises only lease liabilities as of February 28, 2021. Total lease liabilities as of February 28, 2021 amount to EUR 2,239 thousand with a current portion of EUR 594 thousand and a non-current portion of EUR 1,645 thousand.

INDIRECT AND CONTINGENT INDEBTEDNESS

Our indirect and contingent indebtedness amounted to EUR 1,571 thousand as of February 28, 2021 on an unaudited basis. As of February 28, 2021, these contingent obligations comprise future obligations for undelivered orders in the amount of EUR 1,556 thousand and obligations from short-term and low value lease agreements in the amount of EUR 15 thousand.

F. STATEMENT ON WORKING CAPITAL

The Company is not in a position to meet the payment obligations that become due within at least the next twelve months from the date of this Prospectus. Based on the liquidity situation of the Group as per the date of this Prospectus and the Management Board’s current business plan (not taking into account the Liquidity Improvement Measures as defined below), the Company expects that additional liquidity will be required until May 12, 2022. Within the next twelve months, such required additional liquidity adds up to the total amount of approx. EUR 5.4 million.

In order to compensate such potential liquidity requirement, the Company plans to take the following measures (the “Liquidity Improvement Measures”) cumulatively which either aim to directly increase the Company’s liquidity or to indirectly increase the Company’s liquidity by increasing the Group’s revenues and margins as well as by decreasing costs of its operative business in the fiscal year 2021.

 To direcly increase the liquidity of the Company, a further capital increase with gross proceeds in an amount of a least EUR 5 million is planned for the second quarter of the fiscal year 2021. Preparations for this capital increase have already been started. The Company believes that the likelihood that this measure will be successfully implemented with the aforementioned proceeds is high.

 In the area of revenue increase, further growth is planned in China. Among other things it is envisaged to increase sales to China through growing sales of recently launched sales channels (JD and WeChat Mini), of new sales channels to be launched in 2021 (Babytree, Hipac and Pinduoduo) and additional product assortments and additional B2B sales volume. Uncertainty exists relating to planned projects which might be delayed in time, which might not be realized in the planned scope, or which might not happen at all. The Company currently expects that these measures will be fully implemented and that they will also create additional liquidity in a low single-digit million amount through higher sales before end of the year 2021. The Company believes that the likelihood that these measures render the expected results is high.

 In relation to cost decreases, we expect a major impact by the completion of the outsourcing of IT infrastructure of the web shops (IT shop system). The corresponding project has already been initiated and some parts of it have already been implemented. Therefore, uncertainty exists only with regards to possible project delays. The Company currently expects that this measure will be fully implemented by yearend. Measures for the planned cost savings in the section of logistics costs are especially the recent replacement of the external service provider and the related move of the central warehouse in Germany (see “A. RISK FACTORS – II. Risks Related to our Business – 3. Any failure of our logistics service providers to efficiently operate and manage our logistics centers in Germany and China and our logistics capacity could have a material adverse effect on our business. ” above). As the warehouse move was just recently implemented, uncertainties exist with regard to unpredictable issues of the external service provider in adapting to our needs during the initial phase of this business relationship, which could lead to delayed deliveries for example. The Company believes that the likelihood that the aformentioned measures render the expected results is high and that they add additional liquidity in a low single-digit million amount.

The Company plans to implement the Liquidity Improvement Measures simultaneously. The Company expects that the most significant improvement of the Group’s liquidity position will result from the planned capital increase (first bullet above), followed by the measures to improve growth in China (second bullet above) and lastly by the measures to decrease costs (third bullet above).

Should the Liquidity Improvement Measures not result in a sufficient increase of available liquidity by the points in time stated above, the Company will look for obtaining additional financing. This could involve a further capital increase with or without subscription rights, debt financing or financing through convertible instruments.

Should the Group not be successful in closing the potential funding gap, this may threaten the future of the Group and, at worst, lead to an insolvency of the Company.

G. BUSINESS

I. OVERVIEW OF OUR BUSINESS

We believe we are one of the leading online retailers for baby, toddler, children and family products, operating online shops in six European countries and for Chinese customers. In our online shops we offer a broad variety of consumable products such as diapers (German: “Windeln”) and baby food, as well as non-consumable products, such as apparel, toys, safety, beauty and drugstore products, car seats, and furniture for babies, toddlers and children as well as drugstore products, food supplements and partnership products for young parents, i.e. products to improve the intimacy in a partnership. We offer our products mainly to customers in China with our online shop “windeln.com.cn”, to customers in Germany, Austria and Switzerland (which we refer to together as our “DACH” region) in our online shops “windeln.de” and “windeln.ch” as well as to customers in Spain, Portugal and France in our online shops “bebitus.com”, “bebitus.pt” and “bebitus.fr”. Since 2016, we also sell our products on the Chinese online platform Tmall Global (“windelnde.tmall.hk”), and since December 2020 we sell our products on the Chinese platform JD.com (“windeln.jd.hk”). Furthermore, we sell products via the WeChat Mini program in China.

The websites of our online shops can be accessed with computers, tablets and mobile devices via websites and mobile applications (apps). Through our websites, we operate online shops for a broad offering of immediately available products that we keep on stock to permit delivery within one to two business days within Europe. While our product offering in the European online shops focus on consumable and non-consumable products for babies, toddlers, children and young families, our Chinese online shops primarily focus on baby nutrition. Our customer proposition can be characterized as being primarily need-driven with a focus on cross-selling into higher-margin non-consumable products. As per the end of our fiscal year 2020, we offered a total of approximately 25,000 different products from around 500 suppliers through our websites. The product offering in our online shops primarily includes large and well- known brands such as Aptamil, Cybex, HiPP, Lego, Pampers, Hauck and Stokke. In order to tailor our product offering to our Repeat Customers, we have developed – within the boundaries of data protection law – data collection and analytics capabilities which we believe allow us to further fulfill the needs and anticipate the shopping preferences of our customers. In addition, we seek to personalize our customers’ shopping experience by addressing customers with personalized marketing and other tools, such as our pregnancy calendar app.

In the fiscal year 2020, we generated EUR76,067thousand in revenues from continuing operations, thereof EUR 20,045 thousand from our segment Europe (share in revenues from continuing operations in 2020: 26%) and EUR 56,022 thousand from our segment China (share in revenues from continuing operations in 2020: 74%). Our adjusted EBIT for the fiscal year 2020 amounted to minus EUR 8,565 thousand. We employed 218 employees as of December 31, 2020.

II. OUR KEY COMPETITIVE STRENGTHS

In our view, the following competitive strengths have been the primary drivers of our business to date and, coupled with our strategy, will continue to distinguish us from our competitors in the future and allow us to extend our market share in China.

1. We have a strong and growing business providing baby nutrition products to consumers in the large Chinese market

We have built a strong footprint in the Chinese cross-border e-commerce (“CBEC”) market by offering baby nutrition and other products to customers in China through our website “windeln.com.cn”, which is available in the Chinese language, and via the website “windeln.tmall.hk” and “windeln.jd.hk” as well as through the distribution “WeChat Mini program”. We consider the Chinese market for consumable baby products as highly attractive with around 14.9 million births per annum in 2019 (Source: New York Times) and an increase in consumption of IMF to up to 1.2 million tons in 2018 (Source: Agrar Heute), a Chinese middle class with higher disposable income emerging (Source: National Bureau of Statistics of China), and the value of online orders placed by Chinese shoppers on overseas e-commerce platforms being accelerated by effects like the shipping threshold for imported “personal articles” like baby food being increased from CNY 2,000 to CNY 5,000 per order which represents the maximum amount for which those products can be purchased under exemption of certain Chinese regulations such as custom duties or the obligation to comply with custom clearance formalities. Baby nutrition products as well as cosmetic products from overseas are at the forefront of Chinese consumers’ minds when shopping online, with maternal and children products ranking among the top two product categories that Chinese consumers bought online from overseas in 2018 (Source: Kantar Consulting). We believe that the CBEC market for baby nutrition and other baby products will grow further as Chinese customers continue to place higher trust in the quality of Western brands and in the

authenticity of products delivered from abroad. In our view, being headquartered in Germany also provides us with a competitive advantage as Chinese consumers typically associate German products, including food products, with high- quality.

Our Chinese business provides for a powerful platform which allows us to increase our footprint in the Chinese market. Our success in the Chinese market has also made us an attractive partner for producers of IMF who we believe consider us an effective and high quality e-commerce sales channel into the Chinese market. Furthermore, we are planning on using our infrastructure to cooperate with partners aiming to sell their products in China.

2. Our loyal and engaged customer base primarily consisting of mothers is a powerful driver of our economics

We tailor our product offering and marketing efforts to the evolving needs of our customers as their children grow up. We hereby benefit considerably from the relatively high degree of predictability of spending patterns of young families.

Our marketing approach of fitting the product offering from the pregnancy of the mother until the age of the children as they become older as well as the expanded offering for parents leads to a highly loyal customer base. In our fiscal year ended December 31, 2020, approximately 65.4% of all orders from continuing operations came from Repeat Customers. In the same year, 74% of our customers of our online shop “windeln.de” were women. We believe that they typically control the household spending for baby and children products.

3. We offer a broad and inspiring selection of products for young families

With approximately 25,000 products from around 500 suppliers offered through our websites, we aim to offer our customers a broad and appealing selection of products for babies, toddlers, children and parents. Our offering is specifically tailored to the needs of young families and presented in an online environment attractive to parents shopping for their children and themselves. We thereby differentiate us from multi-assortment and search-based e- commerce retail platforms. We continuously work with our suppliers to select and introduce new articles of our offering encouraging our customers to return to our website to discover new products. Our online shops offer a large number of well-known brands, which we believe have the highest purchase appeal for our customer base in our respective markets and allow us to increase customer engagement. We include in our product offering, among others, brands such as Aptamil, CYBEX, HiPP, LEGO, Pampers, Hauck and Stokke.

4. We have a scalable operational and IT infrastructure

Our operational setup and especially the infrastructure for our Chinese customers is quite unique. We offer several shipping methods to mainland China and the customers can choose the best possible shipping method for him or her. Beside that, we operate a bonded warehouse for our Tmall Global Flagship Store in order to secure fast and attractive delivery for our customers. In 2019, we opened a second bonded warehouse in China which serves users of our windeln.com.cn shop and enables us to onboard new potential platforms (launch date November 2019). Recently, we opened a third bonded warehouse in China that serves users of our shop on the JD.com platform which was launched in December 2020.

We operate an IT platform that supports all business processes and that we believe is robust and secure. We believe that our shop software is capable of handling several times the number of orders recorded in our fiscal year ended December 31, 2020 (481,673 orders excluding Bebitus) at the same speed and quality. Furthermore, our IT platform provides us with capabilities to analyze the customer journey on our websites and purchasing patterns which is allowing us to personalize the online and mobile customer experience with targeted product recommendations. Our platform also allows us to efficiently manage our inventory, sourcing and pricing decisions. For example, we monitor our actual inventory and open orders through real-time analysis and run daily sales forecasts of all products based on historic sales.

Our IT platform also supports the traffic from mobile devices such as smartphones and tablet computers. Mobile access to our websites allows our customers to browse and purchase our products anytime, anywhere and from any device. During our fiscal year ended December 31, 2020, 87% of overall traffic on our sites (excluding Bebitus) came from mobile devices and 63.5% of orders were made using such devices.

However, in order to be more efficient and save costs, we decided to outsource our shop platform to the external provider Spryker Systems GmbH (“Spryker”). That way, less time is needed for maintenance and bug fixing and we can shift resources to growth areas (e.g. marketplaces). Also, with an external solution, we can make use of out of the box features (e.g. wishlist).

The shop outsourcing project should be finalized in the course of 2021. The implementation for windeln.de’s Tmall shop was already successfully finalized August 2020. The migration of the German, Swiss and Chinese shops will be completed this year.

III. OUR STRATEGY

Our objective is to further diversify our sales channels and products in China, increase margins and reduce costs in Europe and further consolidate our financial situation in order to achieve profitability. We aim to achieve this objective by pursuing the following strategies:

1. Further diversification of our sales channels and products in China

We believe we are one of the leading infant milk formula (“IMF”) e-commerce companies in the fast growing CBEC market to China with our own shop, a flagship store on Tmall Global, a shop on the platform JD.com as well as the windeln.de WeChat Mini program. Going forward, we aim to expand into an online retailer for families. Therefore, we will add product segments with the highest online and CBEC penetration, size and growth, such as baby products, beauty/cosmetics and personal care. We also aim to further expand our CBEC sales channels in 2021, e.g. via a cooperation with Babytree or a shop on the Chinese platforms Hipac and Pindoudou.

We aim to continue to grow our market segment shares in the Chinese market by growing our customer base in those segments and by increasing both the number of orders and the basket size of orders per customer. The overall transaction value of shoppers from China buying on overseas online platforms is rapidly increasing and is estimated to have reached approximately USD 144 billion in 2019 (Source: Statista Sales Cross Border E-Commerce Marktet (B2C) in China). We expect this trend to continue, especially with respect to product categories such as IMF and baby accessories due to the rapid growth of the middle and upper classes in China. In 2020, the new management board member Sean Wei was appointed. In his function, Mr. Wei is responsible for “New Business” in China, and he will further push growth projects in the attractive Chinese market. In connection with the change in the management board, a new Chinese office in Beijing was opened and a local team was built up. As of December 31, 2020, 42 staff members were employed in the subsidiary windeln Management Consulting (Shanghai) Co., Ltd., Shanghai, China, in order to better address the needs of Chinese customers and react to trends in the attractive Chinese market.

As regards the recently launched CBEC sales channels (JD and WeChat Mini) and the new CBEC sales channels to be launched in 2021 (Babytree, Hipac and Pinduoduo), we are planning to leverage the popularity and large userbase of those platforms to increase our sales in China with support of our local team in China and external partners having experience with these platfoms. To achieve increasing sales in this regard, we will, for example, run effective marketing campaigns and promotions directed to these platforms.

2. Achieve an efficient operational set-up and increase gross profit margins in the European business

In February 2018, we initiated efficiency and profitability measures aiming to reorganize operations, to optimize headquarter and logistics costs through large projects such as the move of our central warehouse in Germany and the outsourcing of our IT shop system. We also focussed our international operations on regions with short- to mid-term profitability potential. This included, inter alia, a significant reduction of employees, the closure of the deficit Italian business pannolini.it, the sale of the deficit Eastern European Feedo Group and the streamlining of the organizational setup. In 2020, we also announced the planned divesiture of Bebitus. This process is currently ongoing.

In addition to that, we reduced our product assortment to focus on positive margin products. We introduced an analytical tool that allows us to look at profitability of each individual product after fulfilment costs (contribution margin III). Based on this tool we continuously review our product assortment in terms of profitability (after marketing costs), whether the specific product adds to shopping basket building of each customer or provides traffic on our website. As a result, we reduced our assortment. Gross profit margins are supposed to be also increased with optimized listing rules, which were introduced at the European level in connection with the assortment analysis to ensure a continued positive development of the Group's profitability under strict consideration of profitability figures and provide the purchasing team with an important decision-making aid for the listing of new products. The dynamic process of assortment optimization will be continued on an ongoing basis and supplemented by an increased inventory turnover rate and a reduction in inventory ranges. Our goal is to further optimize our set up costs and to increase our gross profit margins.

IV. OUR OFFERING TO OUR CUSTOMERS

Creating a convenient e-commerce offering serving the needs of young families is core to who we are and what we do. Our intention is to go beyond just offering what our customers are directly searching for and seek to constantly adjust our offering of customer needs. Our online shops are designed to allow for a structured sorting of our offering, filter functions provided for segmentation by brand, price and customer reviews as well as a variety of product specifications. Search results can be further sorted by relevance, price and whether a product was recently introduced. Customer reviews are generally placed in connection with the product description, which makes it easier for customers to locate relevant reviews. We provide detailed information in relation to each product that is being offered in our online shops. In addition, we offer certain background information ranging from topics such as “pregnancy” to “partnership” in our “windeln.de” magazine as well as in our pregnancy and child app. Customers shop on our websites, our mobile-optimized websites or through our mobile apps, which are available for iOS and Android mobile devices. We strive to impress them with exciting content and provide customers with product recommendations based on past purchases and shopping patterns.

1. EUROPEAN BUSINESS operated through “windeln.de”, “windeln.ch” and the three Bebitus shops

With our online shop “windeln.de” and windeln.ch” we are mainly targeting customers in Germany, Austria and Switzerland (“DACH”), providing for a broad offering of products needed for babies and toddlers that we keep on stock to permit delivery within one to two business days. Our product offering focuses on consumable and non- consumable products, including baby nutrition, diapers, toys, fashion and strollers. As per the end of our fiscal year 2020, we offered approximately 12.000 different products in DACH region, which we sourced from approximately 300 suppliers.

We seek to further increase our customer base with pregnancy and baby nutrition products as well as other products needed for newborns, and then utilize our high customer loyalty to cross-sell from such products into higher-margin non-consumable product categories, such as car seats, strollers, toys, fashion and products for parents, such as supplements and furniture around family needs.

With our three Bebitus shops “bebitus.com”, “bebitus.pt” and “bebitus.fr”, we serve customers in Spain, France and Portugal. Bebitus was fully integrated into windeln.de SE in October 2017. Customers in Southern Europe are delivered from our warehouse in Barcelona. The broad product portfolio includes everything from diapers, baby food, children ́s furniture to car seats, strollers and fashion.

2. CHINA BUSINESS operated through “windeln.com.cn”, “windelnde.tmall.hk and “windeln.jd.hk”

We have been able to develop and grow a loyal customer base in China, initially served on our website “windeln.de”. Since 2014, we offer our products to the Chinese market, first through a Chinese translation of our website “windeln.de” and later on our Chinese website “windeln.com.cn”, and since 2016 also on the Chinese online platform Tmall Global at “windelnde.tmall.hk”. Since December 2020, we also offer our products on the Chinese online

platform JD.com at “windeln.jd.hk” and since January 2021 on the “WeChat Mini program”. We believe that our success in China to date has been driven primarily by five factors: the emergence of a Chinese middle class with higher disposable income that can afford to buy more expensive and higher quality baby nutrition products; a higher degree of trust of Chinese consumers in the quality of baby food brands of Western origin as compared to local brands; convenience of the e-commerce retail channel; trust in the authenticity of the products we deliver; and our origin in Germany which is often associated with a high product quality in China, which makes maintaining strong relationships with certain German suppliers for IMF key to our business with Chinese customers. For a long time, our business in China has been strongly focused on milk powder but product categories such as dietary supplements and beauty / skincare have enjoyed solid growth in recent year (Source: Kantar Consulting). Our Chinese customers have various delivery options here, whether by air freight from Germany or from our bonded warehouses in China for customers of our Tmall Global Store. Our customers from our shop on JD.com receive their parcels exclusively via our third bonded warehouse in Ningbo. Customers of our shop windeln.com.cn have these options since November 2019.

We believe that, to Chinese customers, high product quality is the most important factor for online purchases of our products, followed by the price of a product, attractive brands and a well-designed website.

We entered into a partnership with Alipay in 2013. Due to these partnerships, we were able to increase the convenience of the shopping experience for our Chinese customers.

A dedicated China team, located in our headquarters in Munich, as well as a local Chinese Team in Bejing and Shanghai are responsible for the business with our Chinese customers. In addition, one member of the Management Board is responsible for the development of the Chinese business. In February 2020, we also implemented WeChat Pay as one of our payment methods.

V. OUR MERCHANDISE AND BRANDS

We offer merchandise primarily targeted at mothers shopping for their children and themselves. We offered approximately 25,000 baby, toddler, children and family products from around 500 suppliers. Through our online shops we aim to offer our customers one of the broadest and most diverse selections of baby, toddler, children and family products available online. By frequently updating our assortment with the latest trends, we can achieve a high degree of freshness of our offering and encourage our customers to discover new trends frequently. Our product offering ranges from diapers, baby food and skin care to safety products such as gates, monitors and car seats. Baby clothing and baby toys, furniture and drugstore products complete our product offering.

Many of our customers initially purchase products that are immediately required for newborns, but as they discover new products on our websites, either through individual searches or due to our targeted marketing efforts, they begin purchasing products from other categories, such as car seats, strollers, toys as well as baby and toddler apparel as well as products for themselves. We have expanded our product categories into non-consumable product categories over time such that all non-consumable products for babies, toddlers and children combined (excluding China) accounted for about half of our total revenues in the fiscal year ended December 31, 2020.

Regarding baby nutrition products, we partner with domestic champions such as Danone and HiPP. We also stock leading brands for consumable products such as Pampers (diapers) and Penaten. We view this diverse mixture of well- regarded brands as attractive to parents who are seeking a convenient one-stop shopping option for baby, toddler, children and young family products.

We believe that our clear focus on baby, toddler, children and young families products distinguishes us from many other online platforms for brands by providing a direct access to their targeted customer groups, creating significant brand exposure and revenues opportunities. Moreover, our dedicated relationship management services support larger brands with interesting and unique insights into their brand’s performance and improvement options. Due to our strong brand partnerships, our portfolio includes a variety of brands important to and relevant for our customers. Our current product categories include, among others, the following offering and brands:

Category

Diapering

Baby Nutrition Health & Safety

Furniture Baby-Gear Care Clothing Toys

VI. VENDORS

Offering

Diapers, wipes, cloth diapers, accessories

Food

Baby phone, gates, baby proofing, travel safety,

Bedroom furniture, tables, seats, beds, kid-room- accessories

Car seats, strollers, buggies, carriers, portable beds

Body - hair - skin care, creams, lotions, bath accessories

Newborn, girls & boys clothing, shoes, mom-clothing

Baby toys, kids-toys, outdoor products, media, books

Brand

e.g., Pampers, Huggies, Naty, Bübchen, Penaten

e.g., Aptamil, Beba, Bebivita, HiPP, milupa

e.g., Avent, Geuther, Safty 1st, reer, Braun, Hauck

e.g., Pinolino, Schardt, Roba, Geuther, Hauck

e.g., Stokke, Britax-Römer, CYBEX, Maxi-Cosi, Kokadi

e.g., Weleda, Penaten, Bübchen e.g., Steiff, Petit Bateau, BMS, Alvi

e.g., LEGO, PLAYMOBIL, Haba, BIG, Steiff, Vtech, Ravensburger, Fisher-Price

We are a trusted partner to domestic vendors for consumable and non-consumable baby, toddler, children and young families products. We view our diverse mixture of well-regarded brands as being attractive to parents who are seeking a convenient one-stop shopping option. We believe that our clear focus on these products distinguishes us from many other online platforms for brands by providing a direct access to their targeted customer groups, creating significant brand exposure and revenues opportunities for well-established domestic vendors.

VII. SALES AND MARKETING

We acquire new email subscribers through a diverse set of paid and unpaid marketing channels, affiliate channels and partners, customer referrals, direct navigation, key word search campaigns and social media, engaging with customers across multiple channels and devices, including mobile. We believe that, in particular, our website “windeln.de” generates free organic traffic in our German-speaking markets as a significant amount of traffic on our websites has been generated from search engines where prospective customers have typed in the word “Windeln” (German for “diapers”).

Core to our business model is that we acquire customers once, and then drive engagement and repeat purchases from those customers over a long period of time by leveraging the acquired customer base. To achieve this goal, we strive to establish strong brand awareness in connection with baby nutrition products and other non-consumable products required for newborns, and then successfully cross-sell from such products into higher-margin non-consumable product categories, such as car seats, strollers, toys as well as baby and toddler apparel. Ultimately, we want to continue to drive engagement and build up customer loyalty.

To create a personalized shopping experience for our customers, we leverage our big data capabilities. Within the legal framework of data protection law, we maintain sophisticated tools for gathering large amounts of data generated through our customers’ browsing and shopping patterns in our online shops and on mobile devices. We then analyze this data and optimize a large array of business functions, and personalize our customers’ experience.

We believe that the most effective form of marketing is to continually enhance the customer experience, because satisfied Repeat Customers will not only continue buying for themselves, but are also more likely to recommend us to friends and family. Therefore, we have continuously worked to establish our brand and a strong relationship with our customers.

Our Chinese customers come to our website mainly through word-of-mouth recommendations as well as through search engine marketing and search engine optimization (“SEO”) via all main Chinese search engines. To interact with our Chinese customer base, our dedicated China team maintains accounts on main Chinese social media including WeChat, Weibo, and Douyin. We also make use of Chinese cash referral websites and further channels to acquire and interact with Chinese customers.

Almost all of our marketing activities have been executed in-house, and we view performance marketing as one of our core competences. Our website “windeln.de” attracted the majority of new customers through search engine advertising (“SEA”) and SEO. SEA is a form of internet marketing that involves the promotion of websites by increasing their visibility in search engine results pages through optimization and advertising, whereas SEO describes the process of affecting the visibility of a website or a web page in a search engine’s search results. We focus on showing highly relevant advertisements and landing pages to the right target group. We see SEA as the most efficient form of marketing for our websites and have dedicated significant resources to achieve excellent quality scores and high rankings on relevant search terms. According to the assessment of the Company, we are one of the top-ranked companies in Google for the most relevant search terms around pregnancy, including “SSW” (German abbreviation for pregnancy week), which draws significant numbers of unique users to our website on a daily basis. These users connect to our brand at very early stages of their pregnancy. To measure the success of our marketing activities, we use an attribution model within Google Analytics, which allows us to determine the real value of marketing activities that attract users.

In addition to SEA, we attract customers through affiliate websites such as relevant partner websites, price comparison engines, display advertising on relevant websites and flyers in parcels that reach our target group. We also distribute coupons through networks of relevant content partners, thereby targeting young mothers and pregnant women.

We strengthen our brand awareness and brand sympathy through content and social media marketing. On the social media website Facebook.com and Instagram, we have a very engaged and active community among mothers located in Germany, Austria and Switzerland.

From the very beginning, we concentrated our efforts on attracting customers with a high lifetime value. Since we measured repurchase rates and margins per marketing channel early on, we could focus on sustainable marketing activities, therefore avoiding incentive-driven marketing like voucher websites or large-scale distribution of voucher codes. We rather allocate our marketing spend on SEA, attracting customers with higher lifetime margins.

In addition, we are continuously leveraging our Customer Relationship Management (“CRM”) that in our view sets new standards in the baby retail industry. Our CRM activities are built around the age of the customer’s child. We regularly analyze which products a customer is buying and determine the approximate age of a customer’s child to facilitate the implementation of our strategy to cross-sell from consumables into higher-margin non-consumable products. Such customer will receive age-specific advertisements and newsletters offering products at the right time to provide for a tailored product offering. To further segment our customers, we established a Recency Frequency Margin (“RFM”) scoring model in relation to “windeln.de”. This model considers three key factors: recency (i.e., when did a customer place his/her last order), frequency (i.e., how often has a customer placed orders) and margin (i.e., what is the customer’s lifetime margin). The RFM score helps us to improve how we approach our customers. Furthermore, we provide certain incentives for our customers to refer “windeln.de” to their friends and family through special newsletters and vouchers.

VIII. TECHNOLOGY

Continuous innovation through investment in our technology is core to our business. We use our technology platform to improve the experience of our customers and vendors, increase the number of average orders per active customer and the average basket size. In addition, we believe that the effective utilization of our technology platform and data solutions helps us to optimize the efficiency of our business.

We operate a scalable technology platform for all of our online shops. Accordingly, our IT department is centralized for all shops. Software development follows an overall efficient IT architecture, exploiting potential synergies across all

websites whenever possible. The IT architecture consists of different modules and services that only need to be developed once, but can be utilized across all online shops. For example, “windeln.de”, “windeln.ch”, “windeln.com.cn”, “bebitus.com”, “bebitus.pt”, “bebitus.fr” use the same IT technology platform.

Our scalable technology infrastructure uses custom-built technologies based on Java technology to support our specific customer and vendor requirements. It is complemented by selected third-party IT solutions. For example, we have implemented a Microsoft Dynamics AX ERP System for financial processes.

We maintain sophisticated tools for gathering large amounts of data generated through our customers’ browsing and shopping patterns in our online shops and on mobile devices. We then analyze this data and optimize a large array of business functions and personalize our customers’ experience. For example, we collect the relevant age of a baby or toddler either during the registration process of the parents or determine such age based on the correlation of products placed in a shopping basket. Based on this data, parents will receive targeted and personalized newsletters that take the relevant age of their child into account.

In the fiscal year ended December 31, 2020, an average of approximately 87% of our website traffic (excluding Bebitus) came from mobile devices, which corresponds to a 63.5% share of mobile orders. The traffic from mobile devices relating to our online shop “windeln.de” (excluding traffic on the “windeln.de” magazine) amounted to 76.5% and to 81.5% in our online shop “windeln.ch” in our fiscal year ended December 31, 2020. The continuing use of mobile devices offers many opportunities to strengthen our relationships with our customers, particularly in terms of enhancing convenience and making our customer interaction and engagement more personalized and relevant. We operate websites that are optimized for mobile and tablet use and all stores provide for mobile applications for download on iOS or Android mobile devices.

However, we decided to outsource our shop platform to the external provider Spryker for the following reasons: (1) less time spent on maintenance and bug fixing and focusing resources on growth areas (e.g. marketplaces) and (2) access to out of the box features (e.g. wishlist). The shop outsourcing project should be finalized in the course of 2021. The implementation for windeln.de’s Tmall shop was already successfully finalized in August 2020. The migration of the German, Swiss and Chinese shops will be completed this year. For similar reasons, we have succesfully outsourced our Product Information Management System (PIM) in 2020.

On top of that we have completed an internal restructuring of our IT department after carefully reviewing which teams are required in which of our locations. This helps us to gain further synergies and save cost (headcount reduction).

IX. OPERATIONS

Our operations are set up to meet the demands of customers shopping in our online shops “windeln.de”, “windeln.com.cn” and “windeln.ch” as well as the three Bebitus webshops. This operational setup is built around our customer propositions focusing on providing young families with a convenient shopping experience, which we seek to improve continuously. Our operations cover all core processes, including payments, logistics and customer care, and are designed to service our customers, whereby we handle all key parts ourselves, so we control the customer experience while increasing efficiency.

1. Content Creation

Our dedicated in-house content creation team seeks to achieve high quality of product presentation at short lead times and low costs. At our office in Sibiu, a team of content professionals seeks to ensure that our new products are brought online quickly and are presented with a high level of quality. To maximize product “findability” we implemented various filter categories. These allow our customers to seamlessly search for and sort through products, for example by brand, size, style, age, sex, color and price. Additionally, our windeln.de-“Magazin” offers a comprehensive and informative content tool for our customers.

2. Payments

As preferences of payment methods differ, we have tailored the availability of different forms of payment methods to meet specific customer preferences. The current payment methods are:

 Credit card (Visa, MasterCard)

 Paypal

 Direct debit (Lastschrift);

 Alipay

 Amazon Pay (wich was introduced in 2019)

 China Union Pay (until February 2019)

 Invoice

 Advance payment

 Postfinance

 Multi Banco

 Cash on delivery

 WeChat Pay (which was introduced in 2020)

The availability of these payment options can vary across online stores. We offer our customers of our own shops all payment options free of charge. We believe that offering the preferred payment method to a customer helps us optimize customer satisfaction and significantly improves check-out conversion (rate of customers who complete the checkout process in order to pay for a product on a website).

We and our payment providers have developed proprietary risk management systems that enable us to reduce our exposure to fraud, including a factoring arrangement with Arvato Payment Solutions GmbH (Afterpay) in relation to purchases made on account and direct debit. Also, we have an agreement with KSP Kanzlei Dr. Seegers, Dr. Frankenheim Rechtsanwaltsgesellschaft mbH and Axactor Germany GmbH to support us with regards to unpaid invoices and defaulting receivables.

We developed a bespoke anti-fraud detection system, which is highly flexible and very fast to adopt. Our innovative big data-based fraud prevention system runs in parallel to the check-out process and determines in real time what payment methods should be offered for a specific order. During the decision making process for each order we use external scoring information as well as our own order and payment history per customer to detect fraud. On the basis of our analysis there are in general four potential results: no restrictions in relation to the order, imposing restrictions regarding payment methods, conducting a manual anti-fraud check after the order is placed or rejecting the placement of the order. A dedicated fraud prevention team seeks to continuously improve our anti-fraud detection system. If a customer orders from us by direct debit for the first time, we apply a so-called CRIF Credit Check (also known as order check), which assesses the default risk of companies and private individuals using a simple traffic light system. Based on several different partial decisions, an overall decision is displayed. Along the application process, this represents the optimal combination of products, prices, payment terms and credit limits. For each customer with payment method credit card, the 3D Secure procedure must be used.

3. Logistics

Our logistics processes encompass fulfilment activities (inbound logistics, storage, outbound logistics, return handling) and distribution activities (transportation and shipping services).

Our operations team consists of experienced industry experts, which continuously strive for optimizing our logistics performance by improving processes and systems. We have partnered with experienced logistics service providers to pursue our asset-light strategy. Despite the operational outsourcing of logistics, all key fulfilment processes are controlled centrally by our employees and thus represent an essential know-how of the company. We have our own team for the coordination and further development of procurement and distribution structures. Optimized flows of goods, packing efficiency and quality, as well as delivery speed are decisive levers to improve our cost efficiency and maximize customer satisfaction.

Our supply chain management relies on internally developed statistical models to determine optimum order quantities. These algorithms and a combined sales and procurement planning for certain product category enable us to significantly reduce inventories without compromising inventory and delivery reliability. We have implemented a project in 2020 to replace the internal algorithms with an external replenishment tool that mirrors the increasing complexity of our logistics network (e.g. replenishment of warehouses in China from warehouse in Europe) and helps us to reduce our inventories even further.

a. Fulfilment Centers

Our warehousing team manages our fulfilment centers, in which we store our inventory, process customer orders and handle returns. Since May 2021, we operate together with our partner Radial GmbH (“Radial”), an affiliate of bpost SA/NV, a warehouse in Halle (Saale), giving us a capacity of minimum 2700 pallet bins and a minimum shelf space for a product volume of 320 m3. Besides the warehouse in Halle, we also operate a fulfilment center in Barcelona (operated by GrupoUno CTC) and use the Cainiao network to run a bonded warehouse in Guangzhou (China) and a warehouse

close to Frankfurt (operated by 4px). The volumes partly shipped to Switzerland from the warehouse in Uster were fully integrated into our former warehouse in Großbeeren by the end of February 2019 and the warehouse operations in Uster were stopped subsequently. Since November 2019, we are partnering with BEST Technologies. BEST performs logistics services in a bonded warehouse in Ningbo (China) from which Chinese customers buying in our Chinese web shop "windeln.com.cn" can be supplied more cost- and time-efficiently as compared to shipping from Germany. Since 2020, we operate a third bonded warehouse in Ningbo (China) to service our JD.com customers.

All our warehouses are strategically located for time- and cost-efficient delivery. While Halle focuses mostly on deliveries to Germany, Austria, Switzerland and China, the Barcelona warehouse ships mainly to Spain, Portugal and France. Chinese TMall customers are also served by the Cainiao warehouses in Guangzhou and Frankfurt. Chinese customers of our own online shop have the opportunity to choose if they want their parcel delivered from the German warehouse or a bonded warehouse in Ningbo. Chinese JD.com customers are served through the JD.com bonded warehouse which is also based in Ningbo.

The dropshipment method for delivery country Germany was introduced in 2017 and is used since then. This method allows shipping goods directly from the manufacturer to the customer. This enables us to save storage capacity while simultaneously increasing our product portfolio. The dropshipment process has been adjusted and set-up in a more efficient way in 2020.

b. Distribution

We have selected leading last mile carriers in Europe to offer our customers a fast, reliable and convenient delivery of their parcels. While DHL is our carrier for Germany, Austrian Post and Swiss Post serve their respective home markets. For Spain and Portugal we partner with MRW. French customers can select if they want their parcels delivered by DPD or Mondial Relay. A direct linehaul injection of parcels to Austria and Switzerland ensures extremely competitive delivery times for these countries. In Germany and Spain we directly inject into the local networks of the carriers. As MRW has extended its network to Portugal, this also allows us fast delivery to this part of the Iberian peninsula. For France we have special pick-up agreements with the used carriers. For delivery to China, we use PostNL and Fiege Express.

Customers in China can select from three delivery options. One being a standard parcel delivery, while the other one is a tailor-made service allowing the customer to pre-pay customs fees and therefore receiving parcels without any additional hazzle as well as direct delivery from the bonded warehouse. We regularly review the shipping contracts for all of our markets, to achieve competitive prices, drive cost efficiency and increase customer satisfaction.

Products purchased on “windeln.de” will be shipped to destinations within Germany without charge (provided that the shopping basket is in excess of EUR 29) and are typically delivered within one to two business days. We charge a delivery surcharge in the event that the delivery destination is located in other EU countries and delivery to such countries may take up to six business days. For orders placed on our website “windeln.ch” the customer does not have to pay a shipping fee if the shopping basket exceeds CHF 75 and delivery takes two to three business days. Within Spain and France a threshold of EUR 65 is in place and delivery takes one to three business days. Within Portugal, a threshold of EUR 49 is in place and delivery takes one to two business days. For all shipments to China, shipping fees apply.

c. Returns

Returns are a necessary part of our business model. We offer convenient returns to our windeln.de and Bebitus customers. In general, our return policies provide for a 14 days return period to windeln.de and windeln.ch customers and 30 days return period to our Bebitus customers. For our German windeln.de customers and the Bebitus customers we offer a return portal on our webshops. Our average return rate in the last fiscal years 2019 and 2020 for continuing operations is approximately 2.7% respectively 2.5%.

The easy return experience is a fundamental pillar of our customer proposition. However, we aim to reduce avoidable returns to a minimum, for example through better product presentation including customer recommendations. In addition, we constantly aim at making our return process more efficient to further reduce cost for returns.

4. Customer Care

We regard customer care as fundamental to our business as it provides the most direct feedback from our customers and helps us stay in touch with overall customer sentiment and satisfaction. We offer all our customers free customer support through telephone, email, social media channels as well as live-chat for our Chinese customers.

We place particular emphasis on localizing our customer service by offering our customer service in German, English and Chinese and for Bebitus in Spanish, French and Portuguese. As of the date of this Prospectus, we operate three different customer service centers. Our customer service center located in Pécs, Hungary, provided by an external partner handles the requests from our windeln.de and windeln.ch customers in German and English. Our inhouse service site in Barcelona, Spain, provides customer services for the customers of the Bebitus shops. The service center for our Chinese customers is located in Hefei, China, and operated by an external partner.

We invest in training and coaching of our customer care representatives and those of our external service providers. Furthermore, we have developed our own customer information management service tool (KIM) to be able to efficiently respond to customer requests. In addition, we implemented a customer product review feature in our online stores. Customers can share their views and experiences with products that they purchased in our online stores, which allows us to monitor shifting customer demands and swiftly respond to changing customer preferences.

We use Trusted Shops to increase the trust of our customers in our online shops in the DACH region. Trusted Shops offers a (so called) “trustbadge®” for online-shops. It is the leading quality seal in Europe providing for buyer protection for consumers. “windeln.de” received an exceptional overall rating of 4,82 points out of 5 possible points from Trusted Shops, as of February 10, 2021.

X. BUSINESS DEVELOPMENT IN THE PERIOD SINCE DECEMBER 31, 2020

1. Development of Certain Financial Indicators

Due to the Covid-19 pandemic, we currently continue to see strong revenues from orders in our European shops. In January and February 2021 gross revenues from orders in the German speaking shops (windeln.de and windeln.ch) amounted to EUR 3.2 million in total which represents an increase of 8.5% compared to January and February 2020).

Our Chinese business is currently less impacted by the Covid-19 pandemic. In line with our strategy of broadening the sales channels we opened one new sales channel WeChat Mini in January 2021. We also had further revenues from selling hygiene products from China to business customers in Europe in the amount of EUR 765 thousand in the first quarter of 2021.

2. Products and Services

In January 2021, we launched our own WeChat Mini program (accessible directly via the Chinese messenger app WeChat) and the corresponding affiliate program.

3. Regulatory Framework

The German legislator is currently implementing the EU directive on single-use plastics into German law. The directive (EU) 2019/904 has entered into force on July 1, 2019 and must basically be implemented in the national laws of the EU Member States by July 3, 2021 (some provisions shall become effective at a later time though). The directive sets out requirements to reduce the use of single-use plastics including sales restrictions which mainly concern disposable tableware and cotton bud sticks as well as labelling requirements for hygiene products such as tissues. Therefore, the German legislator has already issued an ordinance which forbids that some single use items made out of plastic are placed on the market after July 3, 2021. This ordinance concerns, for example, cotton bud sticks containing plastics.

Apart from that, we do not see changes of the legal framework regarding consumer protection and product compliance laws, which have entered into force since December 31, 2020 and which could have a material adverse effect on our business.

However, in order to further implement directive (EU) 2019/904, the German government has recently published two drafts for upcoming legislation which concern other plastic products as well. In particular, the German Act on Packaging (Verpackungsgesetz) shall be adapted to the effect that producers and distributors must ensure that packaging materials basically are covered by a recycling system. Also, a new draft ordinance requires that certain plastic items must be marked in order to facilitate correct recycling. This concerns, for example, wet wipes and tissues made out of plastic.

In addition, the German government has presented a draft to amend the German Civil Code (Bürgerliches Gesetzbuch) regarding the sale of goods. A notable upcoming change concerns the burden of proof in case of a defect in a B2C sale: Currently, if the buyer claims a defect of a good, the seller has to prove that the good sold was not defective at the time of passing the risk (e.g. delivery), if a defect occurs within six months after that date. According to the draft this period will be extended to twelve months. The legislation shall enter into force on January 1, 2022.

Further legislative projects, which were recently announced, are still too unspecific to reliably assess their impact on our business.

4. Investments

The following material investments, which are in progress and/or for which firm commitments have already been made, were made since the date of the last published financial statements of the Company as of and for the fiscal year ended December 31, 2020:

In connection with the planned outsourcing of the IT infrastructure of our web shops, payments in the amount of EUR 178 thousand were made in 2021 until the date of this Prospectus. In connection with the reallocation of our warehouse activities from Großbeeren to Halle/Saale, contractual commitment has been made vis-à-vis the warehouse operator in 2020 to invest in total EUR 102 thousand for services rendered in 2020 and 2021. Thereof, EUR 26 thousand were paid in 2021 until the date of this Prospectus. In addition, another EUR 77 thousand will be paid in 2021.

The above mentioned investments were funded by the proceeds of the Capital Increase 2020 and the Capital Increase 2021.

XI. TREND INFORMATION

Since December 31, 2020, we and the industry in which we operate continue to be affected by a number of key trends, including:

 Growing e-commerce market for baby and toddler supplies in Europe. The online trade in Germany increased last year by around 18.7% to EUR 77.6 billion (Source: Statista eCommerce Deutschland). Also in 2021, the significant growth of more than 8.4% is expected (Source: Statista eCommerce Deutschland). In 2020, the value of the e-commerce market for baby and toddler supplies in Germany was around EUR 2.4 billion and is expected to grow to EUR 2.6 billion until 2025 (Source: Statista eCommerce Spielzeug & Baby Deutschland). According to forecasts, sales in the baby, toddler and children's supplies segment in Europe in 2020 amounted to approximately EUR 13.7 billion, which corresponds to a year-on-year difference of plus 17.9%. Average annual growth of 4.7% is expected up to 2025 (Source: Statista eCommerce Spielzeug & Baby Europa). Therefore, we expect that a medium-term growth of the entire market for baby and toddler products is highly probable.

 Increasing use of mobile devices for online retailing is driving online trading. Customers in online retailing are increasingly buying via mobile devices. The share of mobile page views at windeln.de amounted to 87% in 2020 (the share of mobile orders amounted to 63.5%; both information for continuing operations). Almost two thirds of our customers in the continuing operations (63.5%) use mobile devices such as smartphones for shopping, mainly because of time savings compared to shopping at desktop PCs (36.5%). The rising sales via mobile devices offer great opportunities for online trading. Experts predict that mobile shopping will soon account for around 50% of all transactions (Source: e-tailment). Smartphones and tablets offer customers a convenient way to shop at any time and from anywhere. This is a major advantage especially in the sale of baby and toddler products. We are continuously working to improve the mobile shopping experience for our customers and have, among other things, introduced the innovative in-app shopping function offered by the Instagram service

 Continued growth of the CBEC market in China. windeln.de is also active in the Chinese CBEC market. Chinese customers buy directly from foreign online merchants in this market segment. The volume of Chinese cross- border e-commerce (imports and exports) was fueled by the Covid-19 pandemic in 2020 and amounted to around USD 260 trillion, which corresponds to a growth of 31% year-on-year. Imports rose by 16% to USD 88 billion (Source: Global Times CN). Estimates assume further steady growth over the next few years. In 2020, the value of the e-commerce market for baby and toddler needs in China amounted to almost EUR 98 billion and is expected to grow 18% to EUR 117 billion in 2021. In a global comparison, China represents the highest sales in this category (Source: Statista eCommerce Spielzeug & Baby China). We aim to continue to grow our market segment shares in the Chinese market by growing our customer base in this segment and by increasing both the number of orders and the basket size of orders per customer. We expect this trend to continue, especially with respect to product categories such as IMF and baby accessories. Furthermore, the rapid growth of the middle and upper classes in China presents a very significant opportunity for us to further grow our Chinese

customer base. The Covid-19 pandemic also has a positive effect on this trend as consumers tend to stay at home and therefore buy more products online.

XII. MATERIAL CONTRACTS

The following section provides a summary of agreements to which one or more of the Group companies is a party and which we consider to be material to our Group. The terms used in the respective agreements and in the descriptions of those agreements do not necessarily have the same meaning as similar terms that may be used in our financial statements included in this Prospectus, including terms that have a certain meaning under IFRS or German GAAP.

1. Certification Agreement with Milupa

windeln.de and Milupa Nutricia GmbH entered into a certification agreement on October 10, 2016, as amended on June 3, 2019. Pursuant to this contract , windeln.de is certified by Milupa as a trusted online seller of specific Aptamil articles directly to consumers in Asia, especially China. windeln.de thereby has the right to trade Milupa products as a certified dealer in China. The contract may be terminated by Milupa if windeln.de does not comply with the certification conditions, or in case of other contractual breaches. windeln.de may terminate the contract annually with a two months notice.

2. Warehouse logistics fulfilment service contract in Germany

The contract for the warehouse logistics fulfilment service for the supply of the countries Germany and other European countries like Austria, Liechtenstein, Switzerland and China was concluded on November 5/6, 2020, with the service provider Radial. The goods shall be shipped to the customers with different transport service providers depending on the destination country, such as DHL, Fiege International Freight Forwarding as well as Post NL, Post AT and Post CH. Radial shall also take over the container dispatch of the replenishment quantities for the bonded warehouse locations in China. The contract term was set to begin on March 1, 2021, and to end on May 31, 2025. This warehouse logistics agreement can be terminated by either party six months before the end of its term. Otherwise it is prolongated automatically by another two years.

3. Warehouse logistics fulfilment service agreement in Spain

The contract for the warehouse logistics fulfilment service for the supply of the countries Spain, France and Portugal was concluded on February 25, 2016 with the service provider “CTC EXTERNALIZACIÓN S.L”. At the end of each additional contract period, the contract is extended by a further year. The contract can be terminated by one of the parties three months before the end of the contract. The goods are shipped to the customer with different transport service providers depending on the destination country, such as MRW, Mondial Relay and SEUR/DPD. After the end of the contract period on February 24, 2021, the contract was automatically extended by one year.

4. First Bonded Warehouse in China

The bonded warehouse in Nansha has first been used in November 2016 for the sales for windeln.de's Tmall business. After discussions with one of our major suppliers, we started selling more regularly from there since June 2018. There are various contracts concerning this topic which have been signed between windeln.de and logistics partners in the Cainiao network – part of Alibaba.

5. Second Bonded Warehouse in China

The contract for the warehouse logistics fulfilment service for a direct delivery in China was signed on November 23, 2018 with the service provider “BEST Logistics Technologies”. Furthermore, the service provider handles the import of goods, customs clearance process and container transport from the port to the warehouse. The bonded warehouse location started operations in November 2019. The contract period is one year and is extended by a further year after expiration. The contract may be terminated by either party three months before the end of the contract. The goods are shipped to the customers via the transport service provider BEST Express.

6. Third Bonded Warehouse in China

The contract for the warehouse logistics fulfilment service for our shop on the platform JD.com was signed in October 2020 with the service provider Kingdong E-commerce (Express) Hong Kong Corporation Limited. Besides the warehousing, the service provider handles the customs clearance process and the transport of the products from the warehouse to the customers. The contract period is one year and can be renewed with 30 days’s notice before the expiration date.

7. Cooperation Agreement with LangTao Trading (Shanghai) Co. Ltd.

On August 9/14, 2019 windeln.de entered into a cooperation agreement with the e-commerce operation outsourcing company LangTao Trading (Shanghai) Co., Ltd. (“LangTao”) in order to better address Chinese customers and to continue making an attractive offering to Chinese customers in the changing market environment. Under this cooperation agreement LangTao undertook to operate most of the sales channels in China and the customer service for the Company’s China online shop. Unless terminated with six-months notice, the cooperation agreement would have been extended on December 31, 2020 for a period of 12 months. To terminate this agreement with effect as of May31, 2020, the Company submitted a termination notice to LangTao. By settlement agreement dated September 16, 2020, LangTao accepted the effectiveness of the termination as of May 31, 2020. This resulted in insignificant incremental expenses for the Company.

8. Software License Agreement with Spryker

In 2020, windeln.de as a licensee concluded a software license agreement with Spryker as part of the digitization of its business model, which allows the use of parts of the Spryker software over time. Further services are agreed in the annexes to the software license agreement and include provision of support, training and the possibility to certify own developers, core compliance services and, upon request, core commitments to be agreed by both parties and their integration into the Spryker software, HR support and the granting of access to the Spryker product roadmap and access to the customer success manager. By amendment agreement dated August 21/25, 2020, the minimum contract term of the software license agreement was prolongated until August 23, 2024. The software license agreement is automatically extended by twelve months after expiry of the minimum contract term, unless windeln.de terminates the software license agreement with a notice period of six months to the end of the respective contract term.

9. Framework Contract and Individual Services Agreements with Spryker

On October 31, 2019 windeln.de, as a client, entered into a framework contract (Rahmenvertrag Professional Services) with Spryker, which determines the basics terms for services to be provided by Spryker in conjunction with Spryker's operating system such as consulting and support during the implementation of the Spryker‘s operating system, consulting during the technical analysis of the customer's or implementation partner's IT and support through individual education and training. The contract details such as scope of the agreeded services or remunaration will be set down in indivdual contracts to be concluded by both parties. The framework agreement has a minimum term of four years, i.e. until October 2023, and is automatically renewed for a further year in each case unless it is terminated by the contracting parties by giving six months' notice before the end of the respective contract term.

XIII. LEGAL AND ARBITRATION PROCEEDINGS

We are a party to a governmental proceeding of the Bavarian Regional Office for Data Protection Supervision (Bayerisches Landesamt für Datenschutzaufsicht) under the General Data Protection Regulation (EU) 2016/679 (“GDPR”) after having notified this authority pursuant to Article 33 GDPR about the fact, that between June 10 and June 23, 2020, data – including personal data – of some of our customers were stored on a server which was publicly accessible via the internet due to a maintenance error. This proceeding could result in a significant fine for us.

Besides the aforementioned proceeding, neither the Company nor any of its Group companies is currently, or has been in the past twelve months, a party to any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which we are aware) which may have, or have had in the recent past, significant effects on the Company’s and/or the Group’s financial position or profitability.

XIV. INSURANCE

Our insurance coverage includes, inter alia, business liability insurance, merchandise insurance, and directors and officers (“D&O”) insurance.

We have taken out D&O insurance for the members of our Management Board and Supervisory Board, and certain other senior officers of our Group companies, with a total coverage (main insurer and excess insurer combined) of EUR 5 million per year. The D&O insurance covers financial losses that may arise in the course of the exercise of the corporate duties of the insured persons. As required under applicable German law, each member of our Management Board remains personally responsible, in the event they are adjudged to have personal liability, for 10% of the total amount of such liability, and for all insured events within an insurance period together not exceeding 150% of the total annual fixed remuneration of the management board member concerned at the time of the first breach of duty.

We believe, according to our current knowledge and based on certain analyses performed by our risk management team, that our insurance coverage, including the maximum coverage amounts and terms and conditions of the policies, are standard for our industry and appropriate. We cannot, however, guarantee that we will not incur any losses or be the subject of claims that exceed the scope of the relevant insurance coverage.

H. SHAREHOLDER INFORMATION

The following table sets forth the major shareholders which directly or indirectly hold an interest of 3% or more (calculated pursuant to Sections 33 et seqq. of the German Securities Trading Act (Wertpapierhandelsgesetz)) in the Company’s share capital and voting rights (the “Major Shareholders”) based on voting rights notifications pursuant to the German Securities Trading Act (Wertpapierhandelsgesetz) received by the Company until the date of this Prospectus.

Ultimate Shareholder

Xiong, Delin

Qian, Zou

Jakopitsch, Clemens Feng, Michael

Siek, Thomas Hauptstadt Mobile HM GmbH

Li, Zongbin

Direct Shareholder

HedgeStone Multi-Strategy Global Consumer Fund

Youth Pte. Ltd.

Jakopitsch, Clemens

MF Holdings Inc

Siek, Thomas

Hauptstadt Mobile HM GmbH

Voting Rights in % Shares Instruments

Total

ZONG DA INDUSTRIAL CO.,LIMITED The Major Shareholders do not have different voting rights.

21.8 – 21.8

18.39 – 18.39 16.67 – 16.67 15.26 3.81 19.07

10.6 – 10.6 4.32 – 4.32

4.18 – 4.18

I. GENERAL INFORMATION ON THE COMPANY AND THE GROUP I. FORMATION AND INCORPORATION

The Company was formed as a limited liability company (Gesellschaft mit beschränkter Haftung) domiciled in Germany under German law by memorandum of association dated February 1, 2010. Its legal name was “Urban-Brand GmbH” with its registered office in Munich, registered under number HRB183852 with the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich. In 2015, the Company moved its office premises from Aurikelstraße 1, 82031 Grünwald, Germany, to Hofmannstraße 51, 81379 Munich, Germany.

The Company’s legal name was changed to “windeln.de GmbH” by decision of its shareholders dated October 17, 2013.

On March 25, 2015, the shareholders’ meeting approved a resolution to change the Company’s legal form in accordance with the applicable provisions of the German Transformation Act (Umwandlungsgesetz) to a stock corporation (Aktiengesellschaft) organized under German law and its legal name to “windeln.de AG”. The change in legal form and name was registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich on April 16, 2015 under number HRB 218000.

On June 17, 2016 the shareholders’ meeting approved a resolution to change the Company’s legal form in accordance with the applicable provisions of the Council Regulation No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) to a European Company (Societas Europaea, SE) organized under European and German law and its legal name to “windeln.de SE”. The change in legal form and name was registered with the commercial register (Handelsregister) at the local court of Munich on August 31, 2016 under number HRB 228000. In 2020, the Company moved its office premises from Hofmannstraße 51, 81379 Munich, Germany, to Stefan-George-Ring 23, 81929 Munich, Germany.

The Company is incorporated in Germany and subject to the laws of Germany.

II. COMMERCIAL NAME AND REGISTERED OFFICE

The Company is the Group’s holding company; the Group primarily operates under the commercial name “windeln.de”.

The Company’s registered office is in Munich and its business address is at Stefan-George-Ring 23, 81929 Munich, Germany (tel. +49 (0) 89 4161715217). The legal entity identifier (“LEI”) of the Company is 391200QX3JB9AM3VJG21. The Company operates its website under www.windeln.de. The information on the website does not form part of the Prospectus unless that information is incorporated by reference into this Prospectus.

III. FISCAL YEAR AND DURATION

The Company’s fiscal year is the calendar year. The Company was established for an unlimited period of time.

IV. AUDITORS

We appointed KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, office Munich, Ganghoferstraße 29, 80339 Munich, Germany, (“KPMG”) as (i) the statutory auditor of our annual financial statements prepared in accordance with the German Commercial Code (Handelsgesetzbuch) as of and for the fiscal year ended December 31, 2020, and (ii) the statutory auditor of our consolidated financial statements as of and for the fiscal year ended December 31, 2020, prepared in accordance with IFRS, as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315e (1) of the German Commercial Code (Handelsgesetzbuch). In each case, KPMG has issued an unqualified independent auditor’s report (uneingeschränkter Bestätigungsvermerk des unabhängigen Abschlussprüfers).

The unqualified independent auditor’s report as of March 24, 2021 on the annual financial statements of the Company as of and for the fiscal year ended December 31, 2020, prepared in accordance with the German Commercial Code (Handelsgesetzbuch), contains an emphasis of matter paragraph referring to “Material uncertainty regarding going concern” (see “B. GENERAL INFORMATION – VIII. Presentation of Financial Information – 2. Emphasis of matter in the independent auditor’s report on the HGB annual financial statements of the Company as of and for the fiscal year ended December 31, 2020”above).

The unqualified independent auditor’s report as of March 24, 2021 on the consolidated financial statements of the Company as of and for the fiscal yar ended December 31, 2020, prepared in accordance with IFRS, as adopted by the

EU, and the additional requirements of German commercial law pursuant to Sec. 315e (1) of the German Commercial Code (Handelsgesetzbuch), contains an emphasis of matter paragraph referring to “Material uncertainty regarding the going concern” (see “B. GENERAL INFORMATION – VIII. Presentation of Financial Information – 1. Emphasis of matter in the independent auditor’s report on the IFRS consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2020” above).

The above-mentioned consolidated financial statements and annual financial statements of the Company, together with the independent auditor’s reports and audit opinion thereon, are included in this Prospectus beginning on page F-1 in “N. FINANCIAL INFORMATION”.

KPMG is a member of the Chamber of Public Accountants (Wirtschaftsprüferkammer), Rauchstraße 26, 10787 Berlin, Germany.

V. ANNOUNCEMENTS, PAYING AGENT

In accordance with the Articles of Association, the announcements of the Company are published in the German Federal Gazette (Bundesanzeiger), unless otherwise required by law.

The Company is entitled in accordance with Section 49 para. 3 of the German Securities Trading Act (Wertpapierhandelsgesetz) to provide information to the shareholders by way of remote data transmission.

In accordance with the Prospectus Regulation, announcements in connection with the approval of this Prospectus or any supplements thereto will be published in the form of publication provided for in this Prospectus, in particular through publication on our website (www.corporate.windeln.de). Printed copies of this Prospectus and any supplements thereto are available at the Company’s office of the Company at Stefan-George-Ring 23, 81929 Munich, Germany (tel. +49 (0) 89 4161715217).

The paying agent is Bankhaus Gebr. Martin AG. The mailing address of the paying agent is: Schlossplatz 7, 73033 Göppingen, Germany.

J. DESCRIPTION OF THE COMPANY’S SHARE CAPITAL AND APPLICABLE REGULATIONS I. PROVISIONS RELATING TO THE SHARE CAPITAL OF THE COMPANY

1. Current Share Capital; Shares

On June 24, 2020, the Company’s ordinary general shareholders’ meeting authorized the Management Board, with the approval of the Supervisory Board, to increase the Company’s share capital by up to EUR 4,080,122.00 by issuing up to 4,080,122 ordinary bearer shares with no-par value (Stückaktien) against cash and/or non-cash contributions on one ore more occasions until June 23, 2025 (the “Authorized Capital 2020”).

By resolutions of September 25, 2020, and October 21, 2020, the Management Board, with the approval of the Supervisory Board, resolved to exercise the Authorized Capital 2020 in the amount of EUR 2,821,828 by increasing the Company's share capital from EUR 8,160,245.00 by EUR 2,821,828.00 to EUR 10,982,073.00 by issuing a total of 2,821,828.00 new ordinary bearer shares with no-par value (Stückaktien), each with a notional value of EUR 1.00 and with a dividend entitlement from January 1, 2020 (the “Capital Increase 2020”). By resolutions of March 5, 2021, and March 12, 2021, the Management Board, with the approval of the Supervisory Board, resolved to further exercise the Authorized Capital 2020 in the amount of EUR1,098,207.00 by increasing the Company's share capital from EUR 10,982,073.00 by EUR 1,098,207.00 to EUR 12,080,280.00 by issuing a total of 1,098,207 new ordinary bearer shares with no-par value (Stückaktien), each with a notional value of EUR 1.00 and with a dividend entitlement from January 1, 2020 (the “Capital Increase 2021”). These new shares from the Captial Increase 2020 and the Capital Increase 2021 are the Admission Shares which are the subject matter of this Prospectus. The Capital Increase 2020 was registered with the commercial register of the Company on October 22, 2020, and the Capital Increase 2021 was registered with the commercial register of the Company on March 19, 2021.

As of the date of this Prospectus, the share capital of the Company amounts to EUR 12,080,280.00 and is divided into 12,080,280 ordinary bearer shares with no-par value (Stückaktien). The share capital has been fully paid up. The Company’s shares were created pursuant to German law and are dominated in Euro.

2. Conditional Capital

As of the date of this Prospectus, the Company has four conditional capitals pursuant to Section 4 para. 3, 4, 5 and 6 of the Articles of Association together with Article 9 para. 1 lit. c(ii) of the SE Regulation in conjunction with Section 192 of the German Stock Corporation Act (Aktiengesetz).

Pursuant to Section 4 para. 3 of the Articles of Association, the Company’s share capital is conditionally increased by up to EUR 3,263,882.00 by issuance of up to 3,263,882 new ordinary bearer shares with no-par value (Stückaktien) (the “Conditional Capital 2020/I”). The conditional capital increase will only be implemented to the extent the holders or creditors of convertible bonds and/or warrant bonds, profit participation rights and/or income bonds (collectively referred to as the “Bonds”) that are issued by the Company or by a subordinated group company based on the authorization resolution by the ordinary general shareholders’ meeting of June 24, 2020 (see “J. DESCRIPTION OF THE COMPANY’S SHARE CAPITAL AND APPLICABLE REGULATIONS – I. Provisions Relating to the Share Capital of the Company — 3. Authorization to Issue Convertible Bonds and Other Instruments” below) and granting a conversion or option right or impose a conversion or option obligation, make use of their option or conversion rights or fulfill the option or conversion obligations arising out of such Bonds or tendering of shares are made, and insofar as other forms of fulfilment are not used. The new shares shall be issued at the respective option and conversion prices to be determined in accordance with the terms and conditions of the Bonds on the basis of the aforementioned authorization resolution. The new shares shall bear the right to participate in the profits starting from the beginning of the fiscal year in which they are issued as a result of the exercise of conversion or option rights or the fulfilment of conversion or option obligations or the exercise of tender rights. To the extent permitted by law, the Management Board may determine the participation of the new shares in the profits in divergence from Section 60 para. 2 German Stock Corporation Act (Aktiengesetz), also for a completed fiscal year, with the consent of the Supervisory Board. The Management Board is authorized to determine any further details of the implementation of conditional capital increases. The Supervisory Board is authorized to adjust Section 4 para. 3 of the Articles of Association accordingly after the respective utilization of Conditional Capital 2020/I and upon expiry of all option or conversion periods.

Pursuant to Section 4 para. 4 of the Articles of Association, the Company’s share capital is conditionally increased by up to EUR 7,851.00 by issuance of up to 7,851 new ordinary bearer shares with no-par value (Stückaktien) (the “Conditional Capital 2015/II”). The conditional capital increase will only be implemented to the extent that such subscription rights have been or will be issued in accordance with the Long Term Incentive Program 2015 as resolved

by the Company's extraordinary general shareholders’ meeting on April 21, 2015, the holders of the subscription rights exercise their rights and the Company does not grant treasury shares to satisfy the subscription rights, whereas the Supervisory Board shall be exclusively competent regarding the granting and settlement of subscription rights to the members of the Management Board. The new shares shall bear the right to participate in the profits starting from the beginning of the fiscal year in which they are issued as a result of the exercise of conversion or option rights or the fulfilment of conversion or option obligations. The new shares are to participate in profits from the beginning of the fiscal year for which no resolution on the appropriation of the balance sheet profit has yet been adopted by the Company's ordinary general shareholders' meeting at the time of their issue.

Pursuant to Section 4 para. 5 of the Articles of Association, the Company’s share capital is conditionally increased by up to EUR 15,737.00 by issuance of up to 15,737 new ordinary bearer shares with no-par value (Stückaktien) (“Conditional Capital 2018”). The conditional capital increase will only be implemented to the extent that (i) such subscription rights have been or will be issued in accordance with the Stock Option Program 2018 by resolution of the annual general shareholders’ meeting on June 25, 2018, as amended by the Company's ordinary general shareholders' meeting on June 24, 2020, (ii) the holders of the subscription rights exercise their rights and (iii) no other forms of performance are used (e.g. cash or treasury share settlement), rendering the Supervisory Board alone responsible for granting and settling subscription rights to members of the Management Board. The new shares are to participate in profits from the beginning of the fiscal year for which no resolution on the appropriation of the balance sheet profit has yet been adopted by the Company’s ordinary general shareholders’ meeting at the time of their issue.

Pursuant to Section 4 para. 6 of the Articles of Association, the Company’s share capital is conditionally increased by up to EUR 788,228.00 by issuance of up to 788,228 new ordinary bearer shares with no-par value (Stückaktien) (“Conditional Capital 2020/II”). The conditional capital increase will only be implemented to the extent that (i) such subscription rights have been or will be issued in accordance with the Stock Option Program 2020 by resolution of the ordinary general shareholders’ meeting on June 24, 2020, (ii) the holders of the subscription rights exercise their rights and (iii) no other forms of performance are used (e.g. cash or treasury share settlement), rendering the Supervisory Board alone responsible for granting and settling subscription rights to members of the Management Board. The new shares are to participate in profits from the beginning of the fiscal year for which no resolution on the appropriation of the balance sheet profit has yet been adopted by the Company’s ordinary general shareholders’ meeting at the time of their issue.

3. Authorization to Issue Convertible Bonds and Other Instruments

Pursuant to a resolution of the Company’s ordinary general shareholders’ of June 24, 2020, the Management Board is authorized, with the approval of the Supervisory Board, to issue, once or repeatedly, until June 23, 2025 convertible bonds and/or bonds with warrants, profit participation rights, and/or income bonds (or any combination of these instruments) having a total par value of up to EUR 25,000,000.00 and to grant the holders or creditors of these bonds option or conversion rights (also with conversion or option obligations) regarding shares in the Company with a maximum proportion of the share capital of EUR 3,263,882.00 in accordance with the terms and conditions of such bonds.

4. Authorization to Purchase and Sell Treasury Shares

The Company currently does not hold any of its own shares, nor does a third party on behalf of the Company. However, by resolution of the ordinary general shareholders’ meeting on June 6, 2019, the Company is authorized to purchase up to a total of 10% of its share capital existing at the time of the adoption of the resolution or at the time of the exercise of this authorization on or before June 5, 2024. The acquired shares, together with other treasury shares which may be in the possession of the Company or are attributable to it pursuant to Sections 71a et seqq. of the German Stock Corporation Act (Aktiengesetz), if any, may at no time exceed 10% of the Company’s registered share capital. The acquired treasury shares may be used for any purpose permitted by law.

In addition, the Company is authorized to acquire, on or before June 5, 2024, treasury shares up to a total maximum of 5% of the registered share capital existing at the time of the adoption of the resolution or at the time of the exercise of this authorization by use of derivatives (put or call options or a combination of both). The acquired shares form part of the aforementioned 10% threshold of the authorization for the acquisition and use of treasury shares.

II. GENERAL PROVISIONS GOVERNING A LIQUIDATION OF THE COMPANY

Apart from liquidation as a result of insolvency proceedings, the Company may be liquidated by a resolution of the general shareholders’ meeting that is passed by a majority of the votes cast, provided that those votes also represent

75% or more of the share capital represented at the general shareholders’ meeting at which such vote is taken. According to Article 63 of the SE Regulation in view of winding up, liquidation, insolvency, cessation of payments and similar procedures, an SE shall be governed by the provisions of the German Stock Corporation Act (Aktiengesetz). Pursuant to the German Stock Corporation Act (Aktiengesetz) in the event of the Company’s liquidation, any assets remaining after all of the Company’s liabilities have been settled will be distributed among the shareholders in proportion to their shareholdings. The German Stock Corporation Act (Aktiengesetz) provides certain protections for creditors that must be observed in the event of liquidation.

III. SHAREHOLDER NOTIFICATION REQUIREMENTS; MANDATORY TAKEOVER BIDS; DIRECTORS’ DEALINGS

The Company, as a listed company admitted to trading on regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard), is subject to the provisions of the German Securities Trading Act (Wertpapierhandelsgesetz) governing disclosure requirements for shareholdings and the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

The German Securities Trading Act (Wertpapierhandelsgesetz) requires that anyone who acquires, sells or whose shareholding in any other way reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the voting rights in an issuer whose country of origin is Germany and whose shares are admitted to trading on an organized market must immediately, and no later than within four trading days of such fact, notify the issuer and at the same time the BaFin. The notice can be drafted in either German or English and sent either in writing or via fax.

The notice must include the address of the individual or entity, the share of voting rights held and the date of reaching, exceeding, or falling below the respective threshold. As a domestic issuer, the Company must publish such notices immediately, but no later than within three trading days after receiving them, via media outlets or outlets where it can be assumed that the notice will be disseminated in the EU and the non-European Union parties to the agreement on the EEA. The Company must also transmit the notice to the BaFin and to the German Company Register (Unternehmensregister) for storage. There are certain exceptions to the notice requirement.

In connection with these requirements, the German Securities Trading Act (Wertpapierhandelsgesetz) contains various rules that require the attribution of voting rights of certain persons associated with the shareholder or acting together with the shareholder. For example, shares belonging to a third company are attributed to a company if the latter controls the former; similarly shares held by a third company for the account of another company are attributed to the latter. Shares or financial instruments held for trading by a securities services company are not taken into account for determining the notification obligation if it is ensured that the voting rights held by them are not exercised, and that they amount to no more than 5% of the voting shares, or do not grant the right to purchase more than 5% of the voting shares.

Any cooperation among shareholders that is designed to effect a permanent and material change in the business strategy of the Company can result in an attribution (Zurechnung) of voting rights, that is, the cooperation does not necessarily have to be specifically about the exercise of voting rights. Coordination in individual cases, however, will not trigger the attribution (Zurechnung) of voting rights.

If a shareholder willfully fails to file a notice or provides false information, the shareholder is excluded from exercising the dividend rights attached to its shares for the duration of the failure. If the shareholder fails to disclose the number of voting rights held and the shareholder acted willfully or was grossly negligent, the shareholder is generally not permitted to exercise the administrative (voting) rights attached to its shares for a period of six months after he or she files the necessary notification. In addition, a fine may be imposed for failure to comply with the notification obligation.

Except for the 3% threshold, similar notification obligations exist for the Company and BaFin for reaching, exceeding or falling below, because a person or entity holds instruments that (i) confer to him (a) the unconditional right to acquire already issued shares of the Company to which voting rights are attached when due or (b) discretion to exercise his right to acquire such shares, or (ii) relate to such shares and have a similar economic effect as the aforementioned instruments, whether or not conferring a right to a physical settlement. Thus, the latter mentioned notification requirements also apply, for example, to share swaps against cash consideration and contracts for difference. In addition, a person or entity is subject to a notification requirement towards the Company and BaFin if the sum of the voting rights from shares and instruments held or attributed to such person or entity reaches, exceeds or falls below the aforementioned thresholds, except for the 3% threshold.

A shareholder who reaches or exceeds the threshold of 10% of the voting rights, or a higher threshold, is obligated to notify the issuer within 20 trading days regarding the objective being pursued through the acquisition of voting rights, as well as regarding the source of the funds used for the purchase. Changes in those objectives must also be reported within 20 trading days. The Articles of Association have not made use of the option to release shareholders from this disclosure obligation. In calculating whether the 10% threshold has been reached or exceeded, the attribution rules mentioned above apply.

Furthermore, pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), every person whose share of voting rights reaches or exceeds 30% of the voting shares of the Company is obligated to publish this fact, including the percentage of its voting rights, within seven calendar days by publication on the internet and by means of an electronically operated system for disseminating financial information and subsequently, unless an exemption from this obligation has been granted by the BaFin, to submit a mandatory public tender offer to all holders of shares in the Company. The German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) contains a series of provisions intended to ensure the attribution of shareholdings to the person who actually controls the voting rights connected with the shares. If the shareholder fails to give notice of reaching or exceeding the 30% threshold or fails to submit the mandatory tender offer, the shareholder is barred from exercising the rights associated with these shares (including voting rights and, in case of willful failure to send the notice and failure to subsequently send the notice in a timely fashion, the right to dividends) for the duration of the delinquency. A fine may also be imposed in such cases.

Executives of an issuer with “managerial responsibilities” within the meaning of Article 3 para. 25 of Regulation (EU) No 596/2014 of the European Parliament and the Counsel of 16 April 2014 on market abuse (Market Abuse Regulation, “MAR”) have to notify the issuer and the BaFin within three working days of transactions (so-called directors’ dealings) undertaken for their own account relating to the shares of such issuer or to financial instruments based on such shares. This also applies to persons who are “closely associated to such executives” within the meaning of Article 3 para 25 of Regulation (EU) No 596/2014. A violation of this notification duty can be fined up to EUR 500,000.

IV. REGULATORY DISCLOSURE OVER THE LAST TWELVE MONTHS

This section contains a summary of the information disclosed under the MAR over the last twelve months which is relevant as at the date of this Prospectus.

1. Notice of loss pursuant to Section 92 German Stock Corporation Act (Aktiengesetz)

By disclosure of inside information (ad hoc announcement) pursuant to Article 17 MAR on April 1, 2021, the Company announced that according to the Management Board’s best judgment a cumulative loss of more than half of the nominal share capital of the Company had been incurred and that therefore the Company was under obligation pursuant to Section 92 German Stock Corporation Act (Aktiengesetz) to convene a general shareholders’ meeting without undue delay. The Company further disclosed that the Management Board will shortly invite to the Company’s annual general shareholders’ meeting on May 14, 2021, in which the Management Board will report the aforementioned loss and outline the situation of the Company. Finally, the Company informed that to improve its financial position and to finance its planned growth, it is examining the implementation of another capital increase for the second quarter of the fiscal year 2021, the legal basis of which shall be set at the aforementioned annual general shareholders’ meeting, and also continues to explore alternative financing options.

2. Capital increase from Authorized Capital 2020 against cash contribution without subscription rights

By disclosure of inside information (ad hoc announcement) pursuant to Article 17 MAR on March 5, 2021, the Company informed that the Management Board on March 5, 2021 resolved, with the approval of the Supervisory Board, to increase the Company's share capital under partial exercise of the Authorized Capital 2020 from EUR 10,982,073.00 by up to EUR 1,098,207.00 to up to EUR 12,080,280 by issuing up to 1,098,207 new shares, each representing a notional value in the Company's share capital of EUR 1.00. The subscription rights for the existing shareholders were excluded. The new shares resulting from the capital increase should be offered to selected investors in a private placement at a price of EUR 1.30 per share.

3. Preliminary financial results for the fiscal year 2020 and update of break-even target

By disclosure of inside information (ad hoc announcement) pursuant to Article 17 MAR on February 1, 2021, the Company informed about the preliminary financial results for the fiscal year 2020 and that the Company targets to

reach break-even on the basis of the adjusted EBIT on Group level in the full year 2022 instead of in early 2021 as formerly announced by the Company.

4. Capital increase from Authorized Capital 2020 against cash contribution with subscription rights

By disclosure of inside information (ad hoc announcement) pursuant to Article 17 MAR on September 25, 2020, the Company informed that the Management Board resolved on September 25, 2020, with the approval of the Supervisory Board, to increase the Company's share capital under partial exercise of the Authorized Capital 2020 from EUR 8,160,245.00 by up to EUR 4,080,122.00 to up to EUR 12,240,367.00 by issuing up to 4,080,122 new shares, each representing a notional value in the Company's share capital of EUR 1.00. The subscription price was set at EUR 1.20 per new share resulting in maximum gross proceeds in an amount of EUR 4,900,000.00. Up to 2,965,396 new shares should be offered to the Company's shareholders by way of indirect subscription rights at a subscription ratio of 2:1. The remaining shares not subscribed by shareholders in this regard as well as up to 1,114,726 new shares in respect to which existing shareholders agreed to not exercise their subscription rights, should be offered to selected investors in a private placement at a price of EUR 1.20 per share.

5. Request for agenda supplement regarding the Annual General Shareholders’ Meeting held on June 24, 2020

By disclosure of inside information (ad hoc announcement) pursuant to Article 17 MAR on May 22, 2020, the Company informed about a request for agenda supplement from its shareholder YOUTH PTE LTD. in relation to the annual general shareholders’ meeting 2020 held on June 24, 2020, by which the shareholder requested to add to the agenda (i) the dismissal of Supervisory Board members Tomasz Czechowicz, Clemens Jakopitsch and Xiao Jing Yu, (ii) the reduction of the Supervisory Board from six to four members by a corresponding amendment of the Articles of Association, and (iii) the election of Ms. Qian Zou as a member of the Supervisory Board.

6. Directors’ Dealings

Within the last twelve months before the date of this Prospectus, the Company has made the following disclosures

pursuant to Article 19 MAR with regard to transactions closely associated with them (directors’ dealings):

by persons discharging managerial responsibilities and persons

No.

1 2

3 4 5

Publication Date

November 3, 2020 November 2, 2020

July 3, 2020 July 1, 2020 June 5, 2020

Transaction Date

October 29, 2020 October 29, 2020

June 30, 2020 June 25, 2020 May 28, 2020

Name

Maurice Reimer

Hauptstadt Mobile HM GmbH (closely associated with Maurice Reimer) Clemens Jakopitsch

Clemens Jakopitsch Clemens Jakopitsch

Transaction Description

Share purchase (aggregated volume: EUR 13,740)

Share purchase (aggregated volume: EUR 268,312)

Share sale (aggregated volume: EUR 687,500)

Share sale (aggregated volume: EUR 1,458,750)

Share purchase (aggregated volume: EUR 2,500,000)

7. No further relevant Disclosure

Except for the matters described above, the Company has not made any further publications in accordance with the MAR in the last twelve months relevant at the date of this Prospectus.

K. MANAGEMENT

I. OVERVIEW

windeln.de SE is organized as a European stock corporation (Societas Europaea, SE). The Company’s corporate bodies are the Management Board (Vorstand), the Supervisory Board (Aufsichtsrat) and the general shareholders’ meeting (Hauptversammlung). The Company has a two-tier management and control system, consisting of the Management Board and the Supervisory Board. The powers and responsibilities of these governing bodies are determined by SE Regulation, the German Act implementing Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (Gesetz zur Ausführung der Verordnung (EG) Nr. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der Europäischen Gesellschaft (SE „SEAG“), the German Stock Corporation Act (Aktiengesetz), the Articles of Association and the rules of procedure for the Supervisory Board (Geschäftsordnung des Aufsichtsrats) and the Management Board (Geschäftsordnung für den Vorstand).

The Management Board is responsible for managing the Company in accordance with applicable law, the Articles of Association and the rules of procedure for the Management Board, including the business responsibility plan (Geschäftsverteilungsplan), taking into account the resolutions of the general shareholders’ meeting. The members of the Management Board represent the Company in dealings with third parties.

Simultaneous membership in the management board and in the supervisory board of a European company (SE) is not permitted under the SE Regulation. However, in exceptional cases and for an interim period a member of the supervisory board may take a vacant seat on the management board of the same European company (SE). During this period, such individual may not perform any duties as a supervisory board member. Such stand-in arrangement is limited in time for a maximum period of one year if the European company (SE) is domiciled in Germany.

The German Stock Corporation Act (Aktiengesetz) and the Company’s Articles of Association allow the Management Board to consist of one or more members, with the Supervisory Board determining the exact number. The Supervisory Board also appoints the members of the Management Board and is entitled to dismiss each of them under certain circumstances. As set out in Article 40 of the SE Regulation together with the German Stock Corporation Act (Aktiengesetz), the Supervisory Board advises and oversees the Management Board’s administration of the Company, but is not itself authorized to manage the Company. The Articles of Association of the Company or the Supervisory Board must, however, designate the types of transactions that may only be made with the approval of the Supervisory Board. The matters which, according to the rules of procedure for the Management Board, require the prior consent of the Supervisory Board or of a committee of the Supervisory Board currently include, in particular:

 taking on new or ceasing engagement in current production or business sectors, as well as transactions or measures that fundamentally change the net assets, financial position, results of operations or risk situation of the enterprise;

 acquisition and sale of enterprises or participations in enterprises, as well as other disposals or encumbrances of participations in enterprises, and the founding and liquidation of subsidiaries or joint ventures, if the value of an individual measure exceeds EUR 2,500,000 and the relevant measure is not included in the annual budget as approved by the Supervisory Board;

 speculative treasury transactions in derivatives and forward exchange transactions; treasury transactions shall be deemed to be speculative if they do not have an underlying operative business and therefore do not serve to secure existing risks appropriately; financial investments in instruments with a credit rating below “investment grade” are also deemed to be speculative;

 granting of loans in excess of EUR 500,000 in the individual case and EUR 2,000,000 in the aggregate per fiscal year, excluding loans between the Company on the one hand and any entity in which the Company holds directly or indirectly a majority participation, on the other hand;

 assumption of sureties, guaranties or any similar liability and providing of collateral of any kind for third- parties not belong to the group outside the normal course of business and if the value of such measure exceeds EUR 100,000 in the individual case;

 approval of the annual budget (including the financial and investment planning);

 business transactions that deviate materially from the annual budget as approved by the Supervisory

Board (in the relevant amended form as approved), in particular from the investment planning; a 78

material deviation is a deviation in the value of more than EUR 1,000,000 or, to the extent the measure is provided for in the annual budget, if the deviation is at least 10% higher than accounted for in the annual budget;

 business transactions in excess of EUR 50,000 in the individual case between the Company or a group company, on the one hand, and related legal entities or individuals on the other hand. Related entities or individuals are (i) members of the Management Board and the Supervisory Board including persons they are close to and the enterprises they have a personal association with, (ii) shareholders of the Company holding more than 5% of share capital ("Large Shareholder"), (iii) affiliated companies to a Large Shareholder pursuant to Section 15 et seqq. of the German Stock Corporation Act (Aktiengesetz), as well as (iv) relatives (pursuant to Section 15 of the German Tax Code (Abgabenordnung)) of direct or indirect Large Shareholders, as far as the latter – individually or jointly (with their affiliates or relatives) – holds, directly or indirectly, a majority interest;

 acquisition, sale and encumbrance of real estate and similar rights or rights in real estate, as well as other disposals hereof in excess of EUR 500,000 in the individual case;

 acquisition and disposals of IP rights as well as conclusion of, material amendments to and termination of patent, license, know-how and cooperation agreements, each in the excess of EUR 500,000 in the individual case;

 conclusion or amendment of agreements with committed payment obligations exceeding EUR 500,000 in the individual case, excluding all transactions entered into in the ordinary course of business; and

 claims waivers in excess of EUR 500,000, including claims waivers in the context of settlements of legal disputes;

 granting and revocation of general proxies and general powers of attorney; and

 implementation or amendment of an employee stock option program and the granting of respective options, subscription rights as well as virtual shares in the Company and alike rights to employees, members of the Supervisory Board or the Management Board of the Company.

The Management Board is also required to obtain the prior approval of the Supervisory Board if the transactions and measures mentioned above are carried out by subsidiaries of and joint ventures entered into by the Company.

In addition to the aforementioned transactions and measures, the Supervisory Board may make other types of transactions and measures subject to a requirement of its consent within the rules of procedure of the Management Board or of the Supervisory Board or by a resolution of its members. The Supervisory Board may also give revocable consent in advance to a certain group of transactions in general or to individual transactions that meet certain requirements.

Each member of the Management Board and Supervisory Board owes a duty of loyalty, duty of legality and duty of care to the Company. Members of these bodies must consider in their decision-making a broad spectrum of interests, particularly those of the Company and its shareholders, employees and creditors. In addition, the Management Board must take into consideration the shareholders’ rights to equal treatment and equal access to information. If members of the Management Board or Supervisory Board breach their duties, they may be individually or jointly and severally liable with the other members of the Management Board or the Supervisory Board to the Company for compensatory damages, as the case may be.

Under German law, a shareholder generally has no right to proceed directly against members of the Management Board or Supervisory Board to assert a breach of their duties to the Company. In general, only the Company has the right to enforce claims for damages against the members of the Management Board or Supervisory Board. With respect to claims against Supervisory Board members, the Company is represented by the Management Board, and the Supervisory Board represents the Company with respect to claims against members of the Management Board. Under a decision of the German Federal Supreme Court (Bundesgerichtshof), the Supervisory Board is required to assert damages claims against the Management Board if they are likely to succeed unless significant interests of the Company conflict with the pursuit of such claims and outweigh the reasons for bringing such claim. Even if they decided not to pursue a claim the Management Board and the Supervisory Board must nevertheless assert the Company’s claims for damages, if a resolution to this effect is passed by the general shareholders’ meeting with a simple majority vote. The general shareholders’ meeting may also appoint a special representative (besonderer

Vertreter) to assert the claims. Such a special representative may also be appointed by the court upon a petition by shareholders whose shares cumulatively make up 10% of the share capital or a pro rata share of EUR 1 million. In addition, the general shareholders’ meeting may appoint a special auditor (Sonderprüfer) to audit transactions, particularly management transactions, by simple majority vote. If the general shareholders’ meeting rejects a motion to appoint a special auditor, the court must appoint a special auditor upon the petition of shareholders whose shares cumulatively constitute 1% of the share capital at the time the petition is filed or constitute a pro rata share of EUR 100,000 if facts exist that justify the suspicion that the behavior in question constituted dishonesty or gross violations of the law or the articles of association. If the general shareholders’ meeting appoints a special auditor, the court must appoint another special auditor upon the petition of shareholders whose shares cumulatively constitute 1% of the share capital at the time the petition is filed or constitute a pro rata share of EUR 100,000 if this appears necessary, in particular because the appointed special auditor is unsuited.

Shareholders and shareholder associations can solicit other shareholders to file a petition, jointly or by proxy, for a special audit, for the appointment of a special representative, or to convene a general shareholders’ meeting or exercise voting rights in a general shareholders’ meeting in the shareholders’ forum of the German Federal Gazette (Bundesanzeiger), which is also accessible via the website of the German Company Register (Unternehmensregister). If there are facts that justify the suspicion that the Company was harmed by dishonesty or a gross violation of law or the articles of association, shareholders who collectively hold 1% of the share capital or a pro rata share of EUR 1 million may also, under certain further conditions, seek damages from members of the Company’s governing bodies in their own names through court proceedings seeking leave to file a claim for damages. Such claims, however, become inadmissible if the Company itself files a claim for damages.

The Company may only waive or settle claims for damages against members of the Management Board or Supervisory Board three years after such claims arose and if the shareholders grant their consent at the general shareholders’ meeting by simple majority vote and if no objection is raised and documented in the minutes of the general shareholders’ meeting by shareholders whose shares cumulatively constitute 10% of the share capital.

Under German law, individual shareholders and all other persons are prohibited from using their influence on the Company to cause a member of the Management Board or the Supervisory Board to take an action detrimental to the Company. A shareholder with a controlling influence may not use that influence to cause the Company to act contrary to its own interests unless there is a domination agreement (Beherrschungsvertrag) between the shareholder and the Company and unless the influence remains within the boundaries of certain mandatory provisions of law or compensation is paid for the disadvantages that arise. Any person who intentionally uses his influence on the Company to cause a member of the Management Board or the Supervisory Board, an authorized representative (Prokurist) or an authorized agent (Handlungsbevollmächtigter) to act to the detriment of the Company or its shareholders is liable to compensate the Company and the affected shareholders for the resulting additional losses. Alongside a person who uses his influence to the detriment of the Company, the members of the Management Board and Supervisory Board can be jointly and severally liable, if they acted in violation of their duties.

II. MANAGEMENT BOARD

1. Overview

The Management Board consists of one or more members with the Supervisory Board determining their number. The Supervisory Board appoints members of the Management Board for a maximum term of five years. The Supervisory Board may appoint members of the Management Board to act as chairman and deputy chairman of the Management Board.

Reappointment or extension of the term of members of the Management Board, each for a maximum period of up to five years, is permissible. The Supervisory Board may revoke the appointment of a member of the Management Board prior to the expiration of the member’s term for good cause, such as a gross breach of fiduciary duty, or if the general shareholders’ meeting passes a vote of no-confidence with respect to such member, unless the no-confidence vote was clearly unreasonable. The Supervisory Board is also responsible for entering into, amending and terminating service agreements with members of the Management Board and, in general, for representing the Company in and out of court vis-à-vis the Management Board.

If the Management Board has only two members, it has a quorum if all its members take part in the voting, and if it has three or more members, if at least half of its members take part in the voting. Members of the Management Board who abstain from voting are also considered to take part in the voting. Meetings may be held in the form of a telephone conference of by other electronic means of communication and individual members of the Management

Board may be connected to meetings via telephone or by other electronic means of communication if no member of the Management Board objects to this procedure without undue delay. Resolutions may also be passed outside of meetings by casting the vote in writing, in oral form, by telephone, by telefax, by email or any other electronic means of communication or in a combination of the aforementioned forms, including by way of circular resolution, or in a combination with adopting the resolution in a meeting at the request of a member of the Management Board if no other member objects to this procedure without undue delay. The Management Board shall use its best efforts to ensure that resolutions are adopted unanimously. If unanimity cannot be achieved, resolutions are passed with a simple majority of the votes cast, unless other majorities are required by law, the Articles of Association or the rules of procedure for the Management Board. If the Management Board has only two members, any resolutions must be adopted unanimously. Further details, particularly regarding composition, duties, overall responsibility, allocation of responsibility for particular functions and internal organization are governed by the rules of procedure for the Management Board which were issued by the Supervisory Board on and became effective on June 17, 2016.

The Company is represented vis-à-vis third parties and in court proceedings by two members of the Management Board or a member of the Management Board jointly with an authorized representative (Prokurist), if the Management Board consists of several members. If only one member of the Management Board is appointed or if the Supervisory Board has authorized one member of the Management Board to represent the Company alone, such member solely represents the Company.

The internal rules of procedure for the Management Board allocate the responsibilities to individual members of the Management Board on the basis of a business responsibility plan (Geschäftsverteilungsplan). The business responsibility plan is an annex to the rules of procedure for the Management Board and may only be amended on the basis of a unanimous resolution passed by the Management Board with the prior consent of the Supervisory Board.

2. Members of the Management Board

The following table lists the current members of the Management Board and their respective responsibilities:

Name/Position

Matthias Peuckert

Age First appointed on

47 May 1, 2018

Appointed until

April 30, 2024

Responsibilities

 Marketing

 Category Management

(DACH, Bebitus and China)  Logistics

 Supply Chain Management Network

 Customer Service

 Operational Purchasing  Pricing

 Private Label

 Product Data

 Finance

 Accounting

 Controlling

 IT (incl. ERP/Technology;

Business Intelligence)

 Product Management

 Corporate Communications  Human Resources

 Legal & Compliance

 Payment & Fraud

 Facility Management

New Business in China

Xiaowei Wei

42 March 16, 2020

March 15, 2023

The following description provides summaries of the curricula vitae of the current members of the Management Board and indicates their principal activities outside the Group to the extent those activities are significant with respect to the Group.

Matthias Peuckert has been CEO of windeln.de SE since May 1, 2018. Previously, he spent 14 years at Amazon in various positions as Director. During his time at Amazon, he was responsible for several categories, e.g. Consumables, Baby, Health & Personal Care, Beauty, Pets etc. as Group Director, which also play a major role in the windeln.de business.

Xiaowei Wei has been member of the management board of windeln.de SE since March 16, 2020. He is responsible for New Business in China. Mr. Wei is experienced in scaling e-commerce businesses in China. Previously, he held various positions at Babytree Inc., a large online parenting community site and baby product e-commerce platform in China, before becoming Chief Operating Officer (COO) of this company. Mr. Wei obtained a Master of Science degree in e-Business Management from University of Surrey (UK) and a Master of Science degree in Supply Chain and Logistics from University of Warwick (UK).

All members of the Management Board may be reached at the Company’s offices at Stefan-George-Ring 23, 81929 Munich, Germany (tel. +49 (0) 89 4161715217).

The following overview lists all of the companies and enterprises in which the members of the Management Board currently hold seats or have held seats on administrative, management or supervisory boards, or comparable German or foreign supervisory bodies, or of which they were partners during the last five years, with the exception of the Company and the subsidiaries of the Group:

Matthias Peuckert

Xiaowei Wei

III. SUPERVISORY BOARD

1. Overview

Current seats:  None

Past seats:

 None

Current seats:  None

Past seats:

 Babytree Inc.

In accordance with the Articles of Association, the co-determination agreement concluded pursuant to Section 21 of the Law on Employee Participation in a European Company (SE- Beteiligungsgesetz, “SEBG”), and the Articles 40 para. 3 and 9 para. 1 lit. c(i) of the SE Regulation together with Section 17 of the SE Implementation Act (SE- Ausführungsgesetz) and Sections 95 and 96 of the German Stock Corporation Act (Aktiengesetz), the Supervisory Board consists of six members. All of the members are elected by the Company’s general shareholders’ meeting. The general shareholders’ meeting may, at the time of election of Supervisory Board members, appoint substitute members who shall replace members of the Supervisory Board leaving office before the end of their term or whose election has been successfully contested. The term of office of such substitute members shall terminate at the end of the Company’s general shareholders’ meeting in which a successor is elected and at the latest at the end of the term of office of the leaving member. If the substitute member whose term of office has terminated due to the election of a successor was appointed as substitute member for several members of the Supervisory Board, its position as substitute member shall revive. Re-election of members of the Supervisory Board is possible.

Unless otherwise specified at the time of their election, the term of office of each Supervisory Board member ends at the end of the general shareholders’ meeting that resolves on the formal approval of the members’ acts for the fourth fiscal year following the commencement of their term of office, not including for this calculation the fiscal year in which the term of office began, however, for no longer than a period of six years. For members of the Supervisory Board who leave office before the end of their term a successor shall be elected for the remaining term of the member who has left office unless the Company’s general shareholders’ meeting specifies a different term for such successor. The same applies if a successor has to be elected due to a challenge of the election.

Pursuant to Section 18 para. 2 of the Articles of Association, Supervisory Board members elected by the general shareholders’ meeting may be removed by a resolution of the general shareholders’ meeting if such resolution is approved by at least a simple majority of the votes cast. In addition, each member of the Supervisory Board and each substitute member may resign from office even without good cause with one month written notice issued to the Management Board, the chairman of the Supervisory Board or, in case of a resignation by the chairman, to his/her

deputy. The chairman of the Supervisory Board or, in case of a resignation by the chairman, his/her deputy, can consent to a shortening or to a waiver of this period. Following the general shareholders’ meeting in the course of which the members of the Supervisory Board have been elected for a new term, the Supervisory Board will elect a chairman and a deputy chairman from among its members to serve for the duration of those members’ terms unless a shorter period is determined at the time of their respective election. If the chairman or his/her deputy leaves such office before the end of its term, the Supervisory Board shall conduct a new election without undue delay.

The Supervisory Board shall adopt internal rules of procedure in accordance with mandatory statutory provisions and the Articles of Association. It is further authorized to establish committees in accordance with the law and the Articles of Association. To the extent permitted by law or by the Articles of Association, the Supervisory Board may delegate any of its duties, decision-making powers and rights to its chairman, to one of its members or to committees established from among its members. The Supervisory Board shall determine the composition, competences and procedures of the committees. The current version of the Supervisory Board’s internal rules of procedure was passed by resolution of the Supervisory Board on April 12, 2017. The Supervisory Board is entitled to resolve amendments to the Articles of Association if such amendments only relate to the wording. The Supervisory Board must hold at least two meetings in each calendar half-year. Meetings of the Supervisory Board are usually called at least 7 days in advance by the chairman of the Supervisory Board, not including the day on which the invitation is sent and the day of the meeting itself. Notice of meetings may be given in writing, by telefax, by email or any other electronic means of communication. In urgent cases the chairman may shorten this period and may call the meeting orally or by telephone.

The Articles of Association and the internal rules of procedure for the Supervisory Board provide that resolutions of the Supervisory Board shall generally be passed in meetings. At the order of the chairman or with the consent of all Supervisory Board members, meetings of the Supervisory Board may also be held in the form of a telephone conference or by other electronic means of communication (especially by video conference); individual members of the Supervisory Board may be connected to the meetings via telephone or by other electronic means of communication; in such cases resolutions may also be passed by way of telephone conference or by other electronic means of communication. Absent members of the Supervisory Board or members who do not participate in, or are not connected to, the conference can also participate in the passing of resolutions by submitting their votes in writing through another Supervisory Board member. In addition, they may also cast their vote prior to or during the meeting or following the meeting within a reasonable period as determined by the chairman of the Supervisory Board in oral form, by telephone, by telefax, by e-mail or any other electronic means of communication. Objections to the form of voting determined by the chairman are not permitted. Resolutions may also be passed outside of meetings in writing, orally, by telephone, by telefax or by e-mail or any other electronic means of communication, whereas the aforementioned forms may also be combined, including by way of circular resolution, or in combination with adopting the resolution in a meeting, at the order of the chairman of the Supervisory Board if preceded by reasonable notice or if all members of the Supervisory Board participate in the adoption of the resolution. Members who abstain from voting are considered to take part in the resolution.

The Articles of Association and the rules of procedure for the Supervisory Board provide that the Supervisory Board has a quorum of at least half of the members of which it has to consist of in total take part in the voting. Members of the Supervisory Board who cast their vote in the aforementioned ways as well as members who abstain from voting are considered to take part in the voting for purposes of the required quorum. Resolutions of the Supervisory Board are passed, unless otherwise provided by mandatory law, by a simple majority of the votes cast. For purposes of passing a resolution, abstentions do not count as votes cast. If a vote in the Supervisory Board results in a tie, the vote of the chairman of the Supervisory Board is decisive. In the absence of the chairman of the Supervisory Board, the deputy chairman’s vote shall be not decisive.

2. Members of the Supervisory Board

The table below lists the current members of the Supervisory Board.

Name

Clemens Jakopitsch

Christian Reitermann

Maurice Reimer

Yafang Tang

Weijian Miao Xiao Jing Yu

Age Member since

36 June 25, 2018

51 January 20, 2021(2) 52 June 24, 2020

37 June 24, 2020

46 June 6, 2019 42 June 6, 2019

Appointed until(1) May 14, 2021

May 14, 2021 May 14, 2021

May 14, 2021

May 14, 2021 May 14, 2021

Responsibilities

Chairman of the Supervisory Board; Chairman of the Nomination Committee; Member of the Audit Committee Member of the Supervisory Board

Member of the Supervisory Board; Chairman of the Audit Committee; Member of the Nomination Commitee

Member of the Supervisory Board; Member of the Audit Committee Deputy chairman of the Supervisory Board

Member of the Supervisory Board; Member of the Nomination Committee

Principal occupation

Entrepreneur “Behördenengineering Jakopitsch”

CEO at the Ogilvy Group in Asia and Greater China Managing partner of Hauptstadt Mobile HM GmbH, Managing director of Hauptstadt Ruschestraße 103 GmbH, Hauptstadt Immobilien HI GmbH, and of Datedicted GmbH

Head of TMT & Consumer Sector of Summit Asset Management Executive partner of Xinbon Fund Management Co. Ltd. Executive Director at Russell Reynolds Associates

(1)

(2)

The last regular election of Supervisory Board members took place at the Company’s annual general shareholders’ meeting of June 25, 2018. All of those Supervisory Board members had been appointed until the end of the annual general shareholders’s meeting 2021, but – with the exception of Mr. Jakopitsch – have left the Supervisory Board in the meantime. All current members of the Supervisory Board – with the exception of Mr. Jakoptisch – have also been appointed until the end of the annual general shareholders’ meeting 2021 to enable the Company to hold the next regular election of Supervisory Board members on this annual general shareholders’ meeting. The Company’s annual general shareholders’ meeting 2021 is scheduled for May 14, 2021.

Mr. Reitermann was appointed as member of the Supervisory Board by the local court of Munich after the former member of the Supervisory Board Mr. Tomasz Czechowicz had resigned from office.

The following overview lists all of the companies and enterprises in which the members of the Supervisory Board currently hold seats or have held seats on administrative, management or supervisory boards, or comparable German or foreign supervisory bodies, or of which they were partners during the last five years, with the exception of the Company and the subsidiaries of the Group:

Clemens Jakopitsch

Current seats:

 mybet Holding SE, Berlin/Germany (Deputy chairman of the supervisory board)  Nanorepro AG (member of the supervisory board)

 UMT United Mobility Technology AG, Munich/Germany (Deputy chairman of the

supervisory board) Past seats:

 None

Christian Reitermann

Maurice Reimer

Yafang Tang

Weijian Miao

Xiao Jing Yu

Current seats:

 Non-executive Director of Babytree Inc

Past seats:

 None

Current seats:

 mybet Holding SE, Berlin/Germany (Member of the supervisory board) Past seats:

 None Current seats:  None

Past seats:

 None

Current seats:

 Jiangsu Tenghai Finance Leasing Co., Ltd. (Chairman of the board of directors)  Jiangsu Xinbang Finance Leasing Co., Ltd. (Chairman of the board of directors)  Sinrich (Hong Kong) Group Co., Ltd. (Chairman of the board of directors)

 Shanghai Shunzhen Investment Co., Ltd. (Chairman of the board of directors)

Past seats:

 None

Current seats:  None

Past seats:

 None

The following description provides summaries of the curricula vitae of the current members of the Supervisory Board and indicates their principal activities outside the Group to the extent those activities are significant with respect to the Group.

Clemens Jakopitsch was born on June 11, 1983 in Leoben, Austria. He is an Austrian citizen. He graduated in International Business Administration with focus on Finance and Industrial Management at the University of Vienna. Mr. Jakopitsch already started working as a management consultant for corporations during his studies. Until today, he has been working as an independent management consultant with offices in Vienna, Leoben and Ludmannsdorf, Austria. He advises companies in the area of trade and environmental law as well as technology and supports them in administrative proceedings as individual entrepreneur (Behördenengineering Jakopitsch). Furthermore, Clemens Jakopitsch is an expert and external auditor in the implementation of certification standards in large companies.

Christian Reitermann was born on June 23, 1969 in Böblingen, Germany. He is a German citizen and holds a degree in Asian Business Management from the University of Applied Sciences in Ludwigshafen, Germany. Over the past two decades, Mr. Reitermann has held several management-level positions at various offices of the Ogilvy Group, managing local and regional business units and global client relationships. He currently is the CEO of the Ogilvy Group in Asia and Greater China. Based in Shanghai, he is responsible for 15 markets and 5,500 employees across the Asia Pacific region. He is a member of the Worldwide Executive Leadership Board, Ogilvy's global management body. He is an active investor in the Chinese internet scene and sits on several advisory boards.

Maurice Reimer was born on September 28, 1968 in Gronau/Leine, Germany. He is a German citizen and holds a degree in economics and graduated from the University of Hanover, Germany. Mr. Reimer is managing partner of the capital Mobile HM GmbH, managing director of the capital Ruschestraße 103 GmbH, the capital Immobilien HI GmbH and the Datedicted GmbH. Before founding companies himself, he worked for numerous companies, including the Otto Group, Mobilcom AG, Tipp24 SE and Jamba. Mr. Reimer has many years of experience in the international e- commerce and new economy sector.

Yafang Tang was born on November 27, 1983 in China. She is a Chinese citizen and holds a Master ́s degree in Business Administration (MBA) from China Europe International Business School, a Master ́s degree and a Bachelor ́s degree in Computer Science from Harbin Institute of Technology. Ms. Tang started her career at Intel Corporation in 2008, where she was responsible for software development for three years. She spent another two years in EMC Corporation (now DELL EMC). Earlier in her career, Ms. Tang was assistant to the President of Cyphy Technology. Afterwards, she has been acting as Senior Investment Director in Fosun Capital, a 20 billion RMB fund managed by an

affiliate of Fosun International Limited. She then worked for windeln.de SE as China CFO, primarily responsible for Financial & Legal setup in China. She is currently Head of TMT & Consumer Sector of Summit Asset Management.

Weijian Miao was born on May 14, 1974 in China. He is a Chinese citizen and holds an EMBA degree from the PBC School of Finance (PBCSF) at Tsinghua University, a graduate degree in financial market and portfolio management from SPACE College of Hong Kong University and a Master of Business Administration (MBA) from Donghua University. From 1997 to 2003, Mr. Miao was Head of Sales and Marketing for Lorray Home Textiles Co. In 2003 he co-founded Baoman Home Textile Co. Ltd. which was acquired by a listed company in 2013. He has been working for Sinrich (Hong Kong) Group Co., Ltd., Shanghai Shunzhen Investment Co., Ltd., Jiangsu Xinbang Finance Leasing Co., Ltd. and Jiangsu Tenghai Finance Leasing Co., Ltd. since 2011 and is currently Chairman of the Board of Directors of these companies. In 2014 he founded Jiangsu Xinbon Fund Management Co. Ltd. and is currently its executive partner.

Xiao Jing Yu was born on June 13 in 1977 in China. She is a Chinese citizen and holds degrees in English and Business Administration (Bachelor) from Zhengzhou University. In 2008, she also received a Master of Business Administration (MBA) in Finance and General Management from INSEAD, France. Ms. Yu started her career in 2000 at eBaoTech, a Chinese high-tech company, where she worked for seven years. She was a member of the founding team and focused on international business in Asia Pacific and Europe there. In 2008, she continued her career as a senior consultant at the Boston Consulting Group. From 2010, she joined IBM initially as Engagenment Partner and from 2015 as Associate Partner heading Consulting Practice of the Financial Services Sector. Since 2017, Ms. Yu has been Executive Director of Russell Reynolds Associates, where she is responsible for board-level consulting and executive search for the financial services industry in China.

All members of the Supervisory Board may be reached at the Company’s offices at Stefan-George-Ring 23, 81929 Munich, Germany (tel. +49 (0) 89 4161715217).

3. Supervisory Board Committees

Under the Articles of Association, the Supervisory Board can set up committees in accordance with the law. According to the Supervisory Board’s internal rules of procedure, the Supervisory Board shall form an “Audit Committee” (Prüfungsausschuss) and a “Nomination Committee” (Nominierungsausschuss) from among its members. The Supervisory Board may set up further committees, whereby decision-making committees shall consist of three members at least. The Supervisory Board’s decision-making authority may be delegated to these committees to the extent permitted by law. The following committees have been established by the Supervisory Board:

The responsibilities of the Audit Committee include preparing the proceedings and resolutions of the Supervisory Board with regard to (i) the audit of the annual financial statements, the consolidated financial statements, and the management report for the Company and the group, (ii) the proposed resolution of the Management Board regarding the appropriation of the distributable profit and (iii) the Supervisory Board's proposal to the general shareholders’ meeting regarding the appointment of the auditor and the group auditor as well as the auditor of the semi-annual financial report provided that it shall be audited or reviewed by the auditor. The Audit Committee shall discuss the audit report with the auditor as well as the auditor's findings and shall make recommendations to the Supervisory Board in this respect. Instead of the Supervisory Board, the Audit Committee shall deal with (i) questions regarding the financial accounting, in particular the treatment of fundamental topics, e.g., the application of new financial accounting standards as well as the review of the accounting processes, (ii) the review and discussion of the semi- annual and quarterly financial reports (if any) and any comparable financial reports as well as of the auditor's review of the semi-annual financial report together with the Management Board prior to publication, (iii) the supervision of the efficiency of the internal risk management system, the internal control system, the internal revision system as well as questions regarding compliance, (iv) the supervision of the audit, in particular the required independence of the auditor and additional services provided by the auditors, (v) the passing of resolutions on the audit mandate given to the auditor, in particular the possible audit assignment for the audit review or audit of the semi-annual financial report, the determination of the audit focal points and the auditor's compensation. The Audit Committee consists of three members. At least one of the members shall be independent and shall have expertise in the fields of accounting or auditing and internal control procedures. Neither the chairman of the Supervisory Board nor former members of the Management Board whose appointment terminated less than two years ago should be appointed as chairman of the Audit Committee.

The current members of the Audit Committee are:

Name

Maurice Reimer Clemens Jakopitsch Yafang Tang

Responsibilities

Chairman Member Member

Section 100 para. 5 of the German Stock Corporation Act (Aktiengesetz) requires the Company to have at least one member of the Supervisory Board with expertise in the fields of accounting or auditing. Maurice Reimer is considered to possess the respective expertise.

The Nomination Committee consists of three members and is responsible for proposing to the Supervisory Board suitable candidates for the Supervisory Board’s proposal for the election to be made to the Company’s general shareholders’ meeting.

The current members of the Nomination Committee are:

Name

Clemens Jakopitsch Xiao Jing Yu Maurice Reimer

Responsibilities

Chairman Member Member

IV. CERTAIN INFORMATION REGARDING THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

In the last five years, no member of the Management Board or Supervisory Board has been convicted of fraudulent offences.

In the last five years, no member of the Management Board or Supervisory Board has been associated with any bankruptcy, receivership or liquidation acting in its capacity as a member of any administrative, management or supervisory body or as a senior manager, except for Mr. Clemens Jakopitsch as deputy chairman of the supervisory board in the context of the insolvency proceedings over mybet Holding SE.

In the last five years, no official public incriminations and/or sanctions have been made by statutory or legal authorities (including designated professional bodies) against the members of the Management Board or Supervisory Board, nor have sanctions been imposed by the aforementioned authorities.

No court has ever disqualified any of the members of either board from acting as a member of the administrative, management, or supervisory body of an issuer, or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

There are no conflicts of interest or potential conflicts of interest between the members of the Management Board and Supervisory Board as regards the Company on the one side and their private interests, membership in governing bodies of companies, or other obligations on the other side.

There are no family relationships between the members of the Management Board and the Supervisory Board, either among themselves or in relation to the members of the other body.

L. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

In accordance with IAS 24, transactions with persons or companies which are, inter alia, members of the same group as the Company or which are in control of or controlled by the Company must be disclosed, unless they are already included as consolidated companies in our audited consolidated financial statements. Control exists if a shareholder owns more than one half of the voting rights in the Company or, by virtue of an agreement, has the power to control the financial and operating policies of our management. The disclosure requirements under IAS 24 also extend to transactions with associated companies (including joint ventures) as well as transactions with persons who have significant influence on our financial and operating policies, including close family members and intermediate entities. This includes the members of the Management Board and Supervisory Board (or the members of the corresponding governing bodies of windeln.de SE) and close members of their families, as well as those entities over which the members of the Management Board and Supervisory Board or their close family members are able to exercise a significant influence or in which they hold a significant share of voting rights.

Set forth below is a summary of such transactions with related parties in the period since December 31, 2020, up to and including the date of this Prospectus. Business relationships between companies of the Group are not included. The companies which are directly or indirectly controlled by the Company are listed under section 6 ”Basis of consolidation” of the notes to our audited consolidated financial statements for the fiscal year ended December 31, 2020.

The members of windeln.de SE’s Management Board and Supervisory Board were identified as related parties. Further, the shareholder of the Company HedgeStone Multi-Strategy Global Consumer Fund as well as Ryan Capital Management Company Limited, which controls HedgeStone Multi-Strategy Global Consumer Fund, and Delin Xiong, who controls Ryan Capital Management Company Limited Fund, were identified as related parties, as they may exercise a significant influence on the Group in the meaning of IAS 24 by directly or indirectly holding more than 20% of the Company’s voting rights.

I. TERMS AND CONDITIONS OF TRANSACTIONS WITH RELATED PARTIES

The sales to and purchases from related parties are made at terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured, interest free and settlement is made in cash. There have been no guarantees provided or received for any related party receivables or payables. No impairment losses were recognized on receivables from related parties in the current fiscal year up to and including the date of this Prospectus.

II. TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

Since December 31, 2020, up to and including the date of this Prospectus key management personnel have purchased goods in the amount of EUR 1 thousand in the regular course of business. As of the date of this Propectus, there were no outstanding receivables from the sale of goods to key management personnel.

In addition, the Company entered into a commission agreement relating to the Capital Increase 2021 with the Supervisory Board member Clemens Jakopitsch in March 2021. From this agreement, a commission fee in the amount of EUR 43 thousand was incurred.

Apart from the relationships stated above, the Company did not have any other significant business relationships with those related parties.

III. TRANSACTIONS WITH OTHER RELATED PARTIES

Since December 31, 2020, up to and including the date of this Prospectus no goods were sold to close family members of key management personnel.

There were no outstanding receivables in this connection on the date of this Prospectus.

Since December 31, 2020, up to and including the date of this Prospectus, there were no loans from or to related parties.

M. TAXWARNING

The tax legislation of an investor’s Member State and of Germany as our country of incorporation may have an impact on the income received from the Admission Shares. It is therefore recommended that investors consult their own tax advisors regarding the tax implications of acquiring, holding or transferring our shares. Only qualified tax advisors are in a position to adequately consider the particular tax situation of individual investors.

N. FINANCIAL INFORMATION

The following English-language consolidated financial statements (F-2 to F-64) and annual financial statements (F-65 to F-87) are translations of the respective German-language audited consolidated financial statements and the respec- tive German-language audited annual financial statements. The below mentioned auditor’s reports (F-57 to F-64 and F-81 to F-87), prepared in accordance with Sec. 322 HGB (“Handelsgesetzbuch”: German Commercial Code), refer to the complete financial statements and the respective management reports. The management reports are not incorpo- rated by reference in this prospectus.

Audited Consolidated Financial Statements of windeln.deSE as of and for the Fiscal Year ended December 31, 2020 (prepared in accordance with IFRS) ...........................................................................................F-2

Consolidated Income Statement and Other Comprehensive Income.................................................................. F-3 Consolidated Statement of Financial Position...................................................................................................... F-4 Consolidated Statement of Cash Flows ................................................................................................................ F-6 Consolidated Statement of Changes in Equity ..................................................................................................... F-7 Notes to the Consolidated Financial Statements ................................................................................................. F-8 Independent Auditor’s Report............................................................................................................................ F-57

Audited Annual Financial Statements of windeln.de SE as of and for the Fiscal Year ended December 31, 2020 (prepared in accordance with the German Commercial Code (Handelsgesetzbuch)) ..............................................F-65

Balance Sheet ..................................................................................................................................................... F-66 Income Statement .............................................................................................................................................. F-68 Fixed Asset Statement ........................................................................................................................................ F-69 Notes to the Annual Financial Statements ......................................................................................................... F-70 Independent Auditor’s Report............................................................................................................................ F-81

F-1

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF WINDELN.DE SE AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

(PREPARED IN ACCORDANCE WITH IFRS)

F-2

Consolidated Income Statement and Other Comprehensive Income

in EUR thousand Notes

2020

76,067 -59,883 16,184 -19,038 -6,319 809 -305 -8,669 5 -73 -68 -8,737 -3 -8,740 -5,008 -13,748

-211

-211 -13,959 -1.72 -1.10

2019 R*

70,146 -52,179 17,967 -21,707 -8,000 766 -118 -11,092 0 -68 -68 -11,160 -7 -11,167 -3,445 -14,612

14 -14,598 -5.66 -4.32

Continuing operations

Revenues ......................................................................................................................9...1 Cost of sales ..................................................................................................................9...2 Gross profit ................................................................................................

Selling and distribution expenses .................................................................................9...2 Administrativeexpenses...............................................................................................9..2 Otheroperatingincome...............................................................................................9..1 Other operating expenses ............................................................................................9...2 Earnings before interest and taxes (EBIT) ................................................................

Financial income ................................................................................................

Financial expenses ................................................................................................ Financial result................................................................................................ Earnings before taxes (EBT)....................................................................................... Income taxes ................................................................................................................8...12 Profit or loss from continuing operations ................................................................ Profit or loss after taxes from discontinued operations ................................

PROFIT OR LOSS FOR THE PERIOD ................................................................

Other comprehensive income that may be reclassified to profit or loss in subsequent periods

Exchange differences on translation of foreign operations ................................

9.3 9.3

11.1

OTHER COMPREHENSIVE INCOME OR LOSS, NET OF TAX ................................

TOTAL COMPREHENSIVE INCOME OR LOSS, NET OF TAX ................................

Basic earnings per share (in EUR) .................................................................................9...4 Basic earnings per share from continuing operations (in EUR)................................ 9.4

* Retrospective adjustment of comparative figures for 2019 due to presentation of Bebitus as discontinued operations.

F-3

Consolidated Statement of Financial Position in EUR thousand Notes

Assets

NON-CURRENT ASSETS

Intangible assets ................................................................................................ 8.1 Fixed assets ...................................................................................................................8...2 Other financial assets................................................................................................ 8.3 Other non-financial assets ............................................................................................8...4 Deferred tax assets ................................................................................................ 8.12 Total non-current assets ........................................................................................... CURRENT ASSETS

Inventories ....................................................................................................................8...5 Prepayments .................................................................................................................8...5 Trade receivables ................................................................................................ 8.3 Income tax receivables ................................................................................................8.12 Other financial assets................................................................................................ 8.3 Other non-financial assets ............................................................................................8...4 Cash and cash equivalents ............................................................................................8...6 Total current assets................................................................................................ Disposal group ................................................................................................

TOTAL ASSETS ................................................................................................

Dec 31, 2020

2,017 1,385 108 121 6 3,637

4,079 435 718 2 1,405 1,148 8,530 16,317 1,089 21,043

Dec 31, 2019

2,843 631 16 149 2 3,641

7,339 1 838 6 2,719 1,888 8,377 21,168 – 24,809

F-4

in EUR thousand

Notes

Dec 31, 2020

Dec 31, 2019

Equity and liabilities

EQUITY

Issued capital ................................................................................................

Share premium ................................................................................................ Accumulated loss ................................................................................................ Cumulated other comprehensive income ................................................................

Total equity................................................................................................ NON-CURRENT LIABILITIES

Accrued employee benefits ..........................................................................................8...8 Financial liabilities ................................................................................................ 8.10 Total non-current liabilities ....................................................................................... CURRENT LIABILITIES

Other provisions ................................................................................................

Financial liabilities ................................................................................................

Trade payables ................................................................................................

Deferred revenues ................................................................................................

Income tax payables ................................................................................................

Other financial liabilities ..............................................................................................8...10 Other non-financial liabilities.......................................................................................8...11 Total current liabilities .............................................................................................. TOTAL EQUITY AND LIABILITIES................................................................

8.7 8.7

8.9 8.10 8.10 9.1 8.12

10,982 173,714 -174,482 -11 10,203

45 1,693 1,738

138

603 3,490 2,210 2 1,958 701 9,102 21,043

2,989 172,904 -160,734 200 15,359

– 101 101

288

519 3,639 2,287 1 2,064 551 9,349 24,809

F-5

Consolidated Statement of Cash Flows in EUR thousand Notes

Profit or loss for the period.............................................................................................

Amortization (+)/impairment (+) of intangible assets ..................................................8...1

Depreciation (+)/impairment (+) of fixed assets ...........................................................8...2

Increase (+)/decrease (-) in other provisions ................................................................8.9

Non-cash income (-) or expenses (+) from employee benefits ................................ 8.8

Other non-cash expense (+)/income (-) items ................................................................4

Increase (-)/decrease (+) in inventories ................................................................ 8.5

Increase (-)/decrease (+) in prepayments ................................................................ 8.5

Increase (-)/decrease (+) in trade receivables ..............................................................8...3

Increase (-)/decrease (+) in other assets................................................................ 8.3, 8.4

Increase (+)/decrease (-) in trade payables ................................................................ 8.10

Increase (+)/decrease (-) in deferred revenues ............................................................9...1 Increase(+)/decrease(-)inotherliabilities.............................................................8...10,8.11 52

2020

2019

-14,612 1,709 753 51 38 1 -519 -1 579 834 -934 706 -260 -1 58 7 24 -11,567 1 -151 -80 70 400 17 257 10,138 -847 -669 -75 8,547 11,136 -2,763 4 8,377

Gain (-)/loss (+) from disposal of intangible and fixed assets ................................ 8.1, 8.2 Interest expenses (+)/income (-)...................................................................................9...3 Income tax expenses (+)/income (-) ................................................................ 8.12 Income tax paid (-)/received (+) ..................................................................................8...12 Net cash flows used in operating activities................................................................ Proceeds (+) from sales of intangible and fixed assets ..............................................8...1.., 8.2 Purchase (-) of intangible assets ...................................................................................8...1 Purchase (-) of fixed assets ...........................................................................................8...2 Payments (-) or refunds (+) from acquisition of subsidiaries ................................

Cash flows from divestiture of subsidiaries ................................................................ Interest received (+)................................................................................................

Net cash flows from investing activities ................................................................ Proceeds (+) from issue of shares .................................................................................8...7 Transaction cost (-) on issue of shares or capital decrease................................ 8.7 Repayment (-) of lease liabilities................................................................................8...6.., 10

-5 80 3 -2 -7,070 2 -434 -57 – – 5 -484 9,591 -762 -1,029 -86 7,714 8,377 160 -7 8,530

Interest paid (-) ................................................................................................

Net cash flows from financing activities ................................................................

9.3

Cash and cash equivalents at the beginning of the period ................................

Net decrease in cash and cash equivalents ................................................................ Change in cash and cash equivalents due to foreign exchange rates ............................. Cash and cash equivalents at the end of the period.................................................8...6

8.6

-13,748 790 666 -154 57 2,692 1,096 -448 121 1,957 -150 -77

F-6

Consolidated Statement of Changes in Equity

in EUR thousand

As at January 1, 2020 ................................................................

Notes

Issued capital Share premium

2,989 172,904

– –

– – 7,993 1,598 – -797 – 9 10,982 173,714

31,136 170,391

– – -34,997 – 6,850 3,288 – -813 – 38 2,989 172,904

Accumulated loss

-160,734

-13,748 – – – – -174,482

-181,119

-14,612 34,997 – – – -160,734

Actuarial gains or losses from remeasurement of defined benefit pension plans

– – – – – 3

Exchange differences on translation of foreign operations

197

-211 – – – – -14

183

14 – – – – 197

Other comprehensive income or loss

200

-211 – – – – -11

186

14 – – – – 200

Total equity

15,359

-13,959 – 9,591 -797 9 10,203

20,594

-14,598 – 10,138 -813 38 15,359

Total comprehensive income or loss of the period................................

Capital decrease................................................................................................ Issue of share capital ................................................................ 8.7 Transaction costs .............................................................................8...7............... Share-based payments ................................................................ 8.8

As at December 31, 2020................................................................

As at January 1, 2019 ................................................................

Total comprehensive income or loss of the period................................

As at December 31, 2019................................................................

F-7

Notes to the Consolidated Financial Statements

1. Corporate information

windeln.de SE (the “Company”) is a stock corporation under European law whose shares are publicly traded on the regu- lated market (Prime Standard) of the Frankfurt Stock Exchange since May 6, 2015. The Company is entered in the com- mercial register at Munich local court under HRB 228000. The registered offices of the Company are located at Stefan- George-Ring 23 in 81929 Munich, Germany.

windeln.de SE is the parent of the windeln.de Group (“windeln.de” or the “Group”). windeln.de SE and its subsidiaries are online retailers for baby and toddler products with operations in Germany and other European countries as well as in China. Business activities are transacted through the internet as well as a retail shop in Germany.

2. General principles

windeln.de SE is a parent company as defined by Sec. 290 German Commercial Code (HGB). Due to the issue of equity se- curities on the capital market, windeln.de SE is obliged pursuant to Sec. 315e (1) HGB in conjunction with Article 4 of the Regulation of the European Parliament of July 19, 2002, to prepare the Company’s consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) as adopted in the EU. These consolidated financial statements for the financial year 2020 were prepared in accordance with the IFRSs and Interpretations of the IFRS IC as well as the supplementary provisions of Sec. 315e (1) HGB.

The consolidated financial statements take into account all IFRSs endorsed as of the end of the reporting period and whose adoption is mandatory in the European Union. Compliance with the standards and interpretations gives a true and fair view of the financial performance and position of windeln.de.

The management board prepared the consolidated financial statements on March 22, 2021, and thus approved them for publication as defined by IAS 10. The consolidated financial statements and the group management report are submitted to and published in the Bundesanzeiger (German Federal Gazette). The Company’s supervisory board has the authority to amend the consolidated financial statements.

3. Basic accounting policies

3.1. Basis of presentation

The consolidated financial statements are prepared on the assumption of the entity’s ability to continue as a going con- cern.

There are material uncertainties relating to events or conditions that cast significant doubt upon the entity’s ability to continue as a going concern. The group may therefore not be in a position to realize its assets and settle its debts in the normal course of business. The group is exposed to significant uncertainties with respect to transact equity financing and achievement of planned increases in revenues and margins as well as further planned cost reductions, whose occurrence is mandatorily necessary to ensure the achievement of a positive net cash flow. The continued existence of the Company and thus of the Group as a going concern is at risk and the maintenance of solvency depends mainly on the ability to raise additional funds through a further equity financing round, which is planned for the second quarter of 2021. The capital increase has been taken into account in the planning accordingly and the Company has begun the necessary preparations for the equity financing round. Further, the ability to continue as going concern will depends on realization of the budget in the next two years. If the planned projects and cost reductions cannot be implemented in the full extent or do not lead to the expected outcome, the financial resources will not be sufficient to fully meet the payment obligations, in the course of 2022, taking into account the equity financing round planned for the second quarter of 2021.

The consolidated financial statements are generally prepared on the basis of accounting for assets and liabilities at amor- tized cost, with certain financial assets and financial liabilities measured at fair value through profit or loss. Assets and lia- bilities are accounted for using the disclosure and measurement rules in the relevant IAS or IFRS, which are explained in detail in notes 4 and 8-10.

The statement of comprehensive income was prepared using the function of expense method and is presented in two re- lated statements.

The statement of financial position is classified based on the maturities of assets and liabilities. Assets that are sold, used in normal operations or settled within twelve months are classified as current. Liabilities are current if they have to be

F-8

settled within twelve months of the end of the reporting period. Assets and liabilities with a maturity of more than one year are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities pur- suant to IAS 1.56.

The consolidated financial statements are prepared in Euro (EUR), which is both the functional currency and the reporting currency of windeln.de SE. Unless otherwise indicated, all values in the notes to the consolidated financial statements are rounded to the nearest thousand Euro (EUR k) in accordance with commercial practice. As a result, the tables in the notes to the consolidated financial statements may contain rounding differences.

The financial year corresponds to a calendar year for all group entities. windeln.ch AG was liquidated after an abbreviated financial year that ended on March 2, 2020 (see note 6.)

3.2. New accounting standards issued by the IASB

Pursuant to Regulation (EC) No. 1606/2002, the financial reporting standards issued by the IASB and endorsed by the Eu- ropean Commission for adoption in the European Union are the basis for IFRS accounting. The new or revised IFRSs pub- lished by the IASB are subject to mandatory application in the EU only after a corresponding decision has been made by the Commission in the endorsement procedure.

The following standards and interpretations were adopted in fiscal year 2020:

Standard Effective date

Amendments to IFRS 3: Definition of a business ........................................................J.a..n. uary 1, 2020 Amendments to IAS 1 and IAS 8: Definition of materiality .........................................J.a..n. uary 1, 2020

Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform............J.a..n. uary 1, 2020 Amendments to references to the conceptual framework in IFRS standards ............J.a..n. uary 1, 2020

Impact on the Group’s net assets, financial position and results of operations

none none

The following standards and interpretations issued by the IASB have not yet been adopted because they have not yet been endorsed by the EU and/or are not yet subject to mandatory application:

Standard Effective date

Amendments to IAS 1: Classification of liabilities as current or non-current .............J.a..n. uary 1, 2022 Annual improvements to IFRSs (2018-2020 cycle)......................................................J.a..n. uary 1, 2022 IFRS 17 Insurance contracts ........................................................................................J.a..n. uary 1, 2023

* as of the preparation date of this Annual Report

Endorsement

not yet endorsed* not yet endorsed* not yet endorsed*

The adoption of the above-mentioned changes or new standards is not expected to impact net assets, financial position or results of operations of the Group.

3.3. Significant accounting judgements and estimates

The preparation of the consolidated financial statements requires management to make judgments, estimates and as- sumptions that affect the reported amounts of income, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. The assumptions and estimates are based on premises that reflect the re- spective knowledge available at the time. The anticipated future business development was assessed by reference to the circumstances prevailing at the time of preparing the consolidated financial statements and the realistically assumed fu- ture development of the environment.

Uncertainty about these assumptions and estimates and the development of the framework conditions, which cannot be influenced by management, could result in outcomes that require adjustments to the carrying amount of the asset or lia- bility affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period are described in notes 4 and 8-10.

F-9

4. Discontinued operations and restatement

Accounting policy

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of comprehensive income.

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are meas- ured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits and financial assets.

An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recog- nized by the date of the sale of the non-current asset (or disposal group) is recognized at the date of derecognition.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are pre- sented separately from other liabilities in the balance sheet.

Recognition in Group financial statements

windeln.de SE intends to discontinue its Bebitus operations. On 31 March 2020, the Executive Board adopted a plan to dispose of the business unit. On 30 June 2020, the plan was amended to the effect that, with material assets to be sold and the remainder to be shut down. The assets held for sale were combined in a disposal group. As discussions with an interested party are already at an advanced stage, the Group considers the sale to be highly probable. As the require- ments of IFRS 5 are met for this disposal group, it is classified as held for sale and presented as “disposal group” on the face of the Group’s statement of financial position. As a result, the disposal group remeasured in accordance with IFRS 5, resulting in expenses of EUR 2,282k in 2020. The disposal group comprise inventories, prepayments on inventories, and domains.

In addition, the Bebitus meets the requirement for a discontinued operation in accordance with IFRS 5. As a result, profit or loss of the Bebitus business is presented in the separate position “profit or loss after taxes from discontinued opera- tions” in the consolidated income statement. The results and financial position of discontinued Bebitus operations is out- lined as follows:

in EUR thousand

2020

12,606 -15,320 -2,715 -2,723 -2,282 – -5,005

-2,256 -1 -99

2019 R

12,198 -15,692 -3,494 -3,488 – – -3,488

-1,668 – -104

Discontinued Bebitus operations

Revenues .......................................................................................................................................... Operating expenses .......................................................................................................................... Earnings before interest and taxes (EBIT) ................................................................................... Profit or loss after interest and taxes ......................................................................................... Profit or loss from remeasurement of assets held for sale and from onerous contract provisions.. Related income tax expense ............................................................................................................. Profit or loss after taxes from discontinued Bebitus operations ................................................. Net cash flows:

Net cash flows used in operating activities....................................................................................... Net cash flows used in investing activities........................................................................................ Net cash flows used in financing activities........................................................................................

F-10

Profit or loss after taxes from discontinued operations – as presented in the consolidated income statement – comprises the above mentioned discontinued Bebitus operations and Feedo operations; the latter were discontinued in 2018 but have incurred immaterial income and expenses in 2019 and 2020.

in EUR thousand

Profit or loss after taxes from discontinued operations ................................................................... thereof discontinued Bebitus operations ......................................................................................... thereof discontinued Feedo operations ........................................................................................... Basic earnings per share from discontinued operations (in EUR) ..................................................... thereof discontinued Bebitus operations ......................................................................................... thereof discontinued Feedo operations ...........................................................................................

Restatement

2020

-5,008 -5,005 -3 -0.62 -0.62 0,00

2019 R

-3,445 -3,488 43 -1.34 -1.35 0.01

Due to the classification of Bebitus as discontinued operation made in 2020, prior year periods are to be restated accord- ingly.

in EUR thousand

Bebitus operations

82,344

-61,878 9,699

20,466 -2,499

-27,060 5,353 -8,646 646 775 -9 -121 3 -14,586 3,494 -62 -6 -14,648 3,488 -7– -14,655 3,488 43 -3,488 -14,612 –

-5.67 0.01 -5.66

Adjusted 2019 R

70,146 -52,179 17,967 -21,707 -8,000 766 -118 -11,092 -68 -11,160 -7 -11,167 -3,445 -14,612

-4.32 -1.34 -5.66

As presented 2019

Revenues ........................................................................................................................ Cost of sales .................................................................................................................... Gross profit ............................................................................................................... Selling and distribution expenses ................................................................................... Administrative expenses................................................................................................ Other operating income ................................................................................................ Other operating expenses .............................................................................................. Earnings before interest and taxes (EBIT) ................................................................ Financial result................................................................................................ Earnings before taxes (EBT)....................................................................................... Income taxes................................................................................................................... Profit or loss from continuing operations ................................................................ Profit or loss after taxes from discontinued operations ............................................. PROFIT OR LOSS FOR THE PERIOD ............................................................................. Basic earnings per share

Earnings per share from continuing operations (in EUR)................................................ Earnings per share from discontinued operations (in EUR) ................................ Earnings per share (in EUR).............................................................................................

Significant accounting judgments and estimates

-12,198

Significant judgements and estimates are made in the valuation of the disposal group at fair value, namely the package consisting of domains, inventories and advance payments. Here, the management makes assumptions regarding the sales prices to be achieved by potential buyers based on past experience combined with an assessment of the specific market situation. In the fair value hierarchy, this corresponds to level 3 inputs. In addition, assumptions are made regarding the costs to be allocated for central functions to continuing operations on the one hand and discontinued operations on the other. Central functions such as the finance department or the executive board functions are in principle not exclusively responsible for defined business segments. The determination of the specific cash flow to be allocated to the discontin- ued business area Bebitus is also assumption-based, as there are no separable bank accounts for this business area.

5. Segment reporting

An operating segment as defined by IFRS 8 is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating de-

F-11

cision maker to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

Until the first quarter of 2020, the management board managed the operating business as a One-Segment-Group on Group level. After the appoint of Xiaowei Wei as member of the management board, responsibilities and reporting struc- tures were amended since the second quarter of 2020, resulting in two operating segments. Segment “Europe” comprises all business activities of the webshops www.windeln.de and www.windeln.ch and their numerous countries of delivery; and in addition the Southern European operations under the name Bebitus which is not to be continued. Segment “Chi- na” comprises all business activities on the Chinese market through various distribution channels.

The management board manages the operating segment with the help of the most important financial performance indi- cators “revenues” and “operating contribution”. The other key financial performance indicators (adjusted EBIT, Group cash flows, net working capital) have a minor relevance on a segment level.

The management board monitors revenues and operating contribution – named “Margin 3” in internal reports – for the purpose of making decisions about resource allocation and determining the performance of the units. The operating con- tribution is the result of gross profit, deducted by marketing and fulfilment costs (comprising expenses for logistics and warehouse rent). Both marketing cost ratio and fulfilment cost ratio are further financial performance indicators used by the management board to manage the operating segments.

Segment information provided to the management board is as follows:

in EUR thousand

Revenues

Europe...............................................................................................................................................

thereof continuing operations ....................................................................................................

thereof discontinued operations.................................................................................................

China .................................................................................................................................................

Operating contribution

Europe...............................................................................................................................................

thereof continuing operations ....................................................................................................

thereof discontinued operations.................................................................................................

China .................................................................................................................................................

2020

32,651

20,045 12,606 56,022

-15

-359 344 8,152

2019

31,018

18,820 12,198 51,326

-1,836

-1,714 -122 7,598

Prior year numbers were calculated retrospectively using the same calculation logic that is applied since Q2 2020 for seg- ment presentation. Segment revenues and segment results reconcile to Group revenues and Group results as follows:

in EUR thousand

Revenues Europe (continuing operations only) ................................................................................ Revenues China................................................................................................................................. Revenues from continuing operations.............................................................................................. Operating contribution Europe (continuing operations only) .......................................................... Operating contribution China ........................................................................................................... Operating contribution from continuing operations ........................................................................ Other selling, general and administration expenses......................................................................... Earnings before interest and taxes (EBIT) from continuing operations........................................ Financial income ............................................................................................................................... Financial expenses ............................................................................................................................ Income taxes ..................................................................................................................................... Profit or loss after taxes from discontinued operations ................................................................... PROFIT OR LOSS FOR THE PERIOD ..............................................................................................

2020

20,045 56,022 76,067

-359 8,152 7,792

-16,462

-8,669

5 -73 -3 -5,008 -13,748

2019

18,820 51,326 70,146 -1,714

7,598

5,884 -16,976 -11,092 0 -68 -7 -3,445 -14,612

F-12

Other selling, general and administration expenses (SG&A expenses) are managed uniformly within the Group. For infor- mation purposes, they are allocated to each operating segment, however, that allocation has no control function. The fi- nancial result and tax result are managed uniformly within the Group and are not allocated to the individual operating segments.

Transfer prices between operating segments – if applicable in the reporting period – are determined at arm’s length. No information on segment assets or liabilities is available. The Group’s operating business is subject to seasonal fluctuations, arising from the Christmas business and other sales events in the fourth quarter in the European segment, and from tradi- tional sales events in the fourth quarter in the Chinese segment (e. g. Single’s Day).

Certain costs are not directly attributable to the segments. These costs are allocated to the segments using internally de- termined allocation keys.

In 2020, windeln.de recognized revenues of EUR 9,728 thousand (11 % of total revenues) with a single customer. The rev- enue was generated in the China operating segment. The breakdown of revenues by product category is explained in note 9.1.

Revenues China include revenues from VAT adjustments of EUR 3,926 thousand.

The operating contribution margin Europe (only from continuing operations) includes depreciation of EUR 32 thousand. The operating contribution margin China

includes depreciation in the amount of EUR 7 thousand.

6. Basis of consolidation

Accounting policy

The financial statements of the entities included in the consolidated financial statements were prepared on the basis of the parent’s uniform accounting policies. No joint ventures or associate entities exist. The group parent, windeln.de SE, controls all of the subsidiaries included in the consolidated financial statements, as it holds the majority of the voting rights.

All intra-group transactions, balances and unrealized gains and losses resulting from intra-group transactions are elimi- nated in full. Intercompany receivables and liabilities are offset. Offsetting differences are recognized in profit or loss if they arose in the reporting period. Intercompany income and expenses are offset as part of the consolidation of inter- company profits. Intercompany profits and losses are eliminated. Acquisition accounting of subsidiaries is performed in accordance with IFRS 10 in conjunction with IFRS 3 by offsetting the carrying amount of the investment against the re- measured equity of the subsidiary on the acquisition date (remeasurement method).

Gains or losses from the deconsolidation of subsidiaries are recognized in the statement of comprehensive income.

Recognition in Group financial statements

The subsidiaries are included in the consolidated financial statements from the date on which the Group obtains control of the subsidiary. They are deconsolidated on the date on which the Group ceases to have control. As of December 31, 2020, the Group’s scope of consolidation includes windeln.de SE and the following subsidiaries:

F-13

Name

Bebitus Retail S.L.U., Barcelona, Spain

windeln.ro labs SRL, Sibiu, Romania

Cunina GmbH, München, Deutschland

windeln Management Consulting (Shanghai) Co., Ltd.,

Shanghai, China

Interest of the Group

100 %

100 % 100 %

100 %

Pro rata equity (IFRS) in in EUR thousand as of December 31, 2020

-2,982

98 -160

Purpose of the company

To promote and support the operation of online platforms for the distribution of baby and toddler products as well as products for families and to provide general services to assist the distribution of these products.

The company was acquired in 2015.

Programming activities and other IT and software services. The company was founded in 2015.

Retail and wholesale of baby and toddler products and of a complementary product range.

The company was founded in 2016.

Service company in the Chinese market for marketing activities, webshop maintenance, and for the development of further distribution channels.

The company was founded in 2017.

The 100 % owned subsidiary windeln.ch AG in liquidation with registered offices in Uster, Switzerland, was deregistered from the Swiss commercial register on March 2, 2020. The company was deconsolidated in the first quarter of 2020, re- sulting in a foreign exchange gain of EUR 207 thousand from the derecognition of historical foreign exchange differences, that had previously been recognized within other comprehensive income. The gain is recognized as other operating in- come in the consolidated income statement.

7. Fair value hierarchy

Accounting policy

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Recognition in Group financial statements

As of March 31, 2020, assets intended for sale in the planned divestiture of Bebitus were classified as held of sale and measured at fair value. Measurement follows non-binding price estimates of potential buyers and indirectly observable price quotes. This represents a level 3 input. There were no reclassifications between the different levels in the reporting period. As of December 31, 2019, neither assets nor liabilities were measured at fair value.

8. Notes to the consolidated statement of financial position 8.1. Intangible assets

Accounting policy

Software licenses

Purchased software licenses are capitalized based on the costs incurred to acquire the software and prepare it for its in- tended use. These are amortized on a straight-line basis over an estimated useful life of five years (for ERP software) or three years (other software than ERP). The residual values, economic useful lives and amortization methods are reviewed at the end of each reporting period and adjusted prospectively if necessary. Pursuant to IAS 36, an impairment loss is rec- ognized on the carrying amount of an asset as soon as the estimated recoverable amount of the asset falls below the car- rying amount. A reversal of impairment loss to amortized cost takes place if the reason for the impairment loss no longer exists.

F-14

Internally developed software

With the exception of capitalizable development costs, the cost of internally generated intangible assets is reflected in the income statement in the period in which the expenditure is incurred. Development costs for an individual project are recognized as an intangible asset if, and only if, the following criteria pursuant to IAS 38 are met:

 The newly developed software can be clearly identified.

 Completion of the software product is technically feasible.

 Management intends to complete and use the software product.

 It can be demonstrated that the software product will generate probable future economic benefits.

 Adequate technical, financial and other resources are available to complete the development and to use the soft-

ware product.

 The expenditure attributable to the software product during its development can be measured reliably.

The costs directly attributable to the software product include the personnel expenses for employees involved in devel- opment, an appropriate portion of the corresponding overheads as well as costs for any external resources used.

Subsequent cost is only recognized in the cost of the asset or as a separate asset if it is probable that future economic benefits resulting from these will flow to the Group and the cost of the asset can be reliably measured.

Development costs that have already been expensed are not recognized in a subsequent period.

Capitalized software development costs are amortized on a straight-line basis over their estimated useful life (generally three years). Amortization begins when development is complete and the asset is available for use. The residual values, economic useful lives and amortization methods are reviewed at the end of each reporting period and adjusted prospec- tively if necessary. Pursuant to IAS 36, an impairment loss is recognized on the carrying amount of an asset as soon as the estimated recoverable amount of the asset falls below the carrying amount. A reversal of impairment loss to amortized cost takes place if the reason for the impairment loss no longer exists.

Development projects that have not yet been completed and the software from which is not yet in use are reviewed for impairment as of the end of the reporting period.

Internet domains

These are purchased intangible assets with an indefinite useful life that are not amortized. An indefinite useful life is ap- plied, because internet domains are not subject to technical, technological or commercial obsolescence. The useful life of each individual domain is reviewed annually to determine whether the assessment of the indefinite useful life continues to be supportable. If not, the change in assessment of the useful life from indefinite to finite is made on a prospective ba- sis.

Domains are tested for impairment if whenever there is an indication that a domain may be impaired. Additionally, once a year as of November 30, each individual domain is tested for impairment. Pursuant to IAS 36, an impairment loss is rec- ognized on the carrying amount of a domain as soon as the estimated fair value of the asset (less cost of disposal) falls below its carrying amount. A reversal of impairment loss to amortized cost takes place if the reason for the impairment loss no longer exists.

Goodwill

Goodwill is not amortized systematically, but is subject to an impairment test pursuant to the rules in IAS 36 (impairment- only approach). Impairments are expensed immediately and are not reversed in subsequent periods.

F-15

Recognition in Group financial statements

in EUR thousand

Cost as of January 1, 2020 ................................................................

Software, Goodwill licenses and

similar assets 962 1,480

Software Capitalized

from right-of- software use assets development

costs

54 3,853

– – 480 – 1,349 – – – – -254 1,884 3,598

41 3,459

– – 136 393 – – – – – -254 177 3,598

13 394 1,707 –

Internet domains

13,263

41 – – -11,121 – 2,183

11,219

41 – – -9,302 – 1,959

2,044 224

Prepayments

on intangible Total

assets

65 19,677

– 53 -480 – 425 1,783 – -11,121 – -297 10 10,096

– 16,834

– 53 – 790 – – – -9,302 – -297 – 8,079

65 2,843 10 2,017

Currency differences ................................................................................................ 13 Reclass.............................................................................................................................–... –

Additions................................................................................................

Reclass to assets held for sale ................................................................

Disposals ................................................................................................

as of December 31, 2020.......................................................................................9..7..5.....

Accumulated amortization and impairment as of January 1, 2020.........................9..6..2...

Currency differences ................................................................................................ 13 Additions (amortization) ................................................................................................ –

Additions (impairment losses) ................................................................

Reclass to assets held for sale ................................................................

Disposals ................................................................................................

as of December 31, 2020.......................................................................................9..7..5.....

Carrying amount

as of December 31, 2019 ................................................................................................– as of December 31, 2020 ................................................................................................–

– 8 –– – -43

– – –

1,446 1,153

0 260 – – -43 1,370

327 75

F-16

Software, in EUR thousand Goodwill licenses and

similar assets Cost as of January 1, 2019 .........................................................9..4..2... 1,478

Currency differences ................................................................ 20 – Additions................................................................ – 2 Disposals ................................................................ – – as of December 31, 2019 ...........................................................9..6..2. 1,480

Accumulated amortization and impairment

as of January 1, 2019................................................................ 420 868

Currency differences ................................................................ 13 – Additions (amortization) ................................................................ – 285 Additions (impairment losses) ................................ 529 – Disposals ................................................................ – – as of December 31, 2019 ...........................................................9..6..2. 1,153

Carrying amount

as of December 31, 2018 ..............................................................5..22 610 as of December 31, 2019 ................................................................ – 327

Software Capitalized

from right-of- software use assets development

costs

54 3,769

– – – 84 – –

54 3,853 23 2,697

– – 18 762 – – – – 41 3,459

31 1,072 13 394

Internet Customer domains bases

13,197 244

66 3 – – – -247

13,263 – 11,038 244

66 3 – – 115 – – -247 11,219 –

2,159 – 2,044 –

Prepayments on intangible assets

–

– 65 – 65

–

– – – – –

– 65

Total 19,684

89 151 -247 19,677

15,290

82 1,065 644 -247 16,834

4,394 2,843

F-17

In connection with the outsourcing of the IT shop environment, rights of use amounting to EUR 1,349 thousand were cap- italized in the item “Software from capitalized rights of use“. In this context, advance payments of EUR 480 thousand were also reclassified.

In 2020, no in-house costs were capitalized as development projects (2019: EUR 84 thousand). Development costs of EUR 3,153 thousand were recognized as expense in the fiscal year 2020 (2019: EUR 2,005 thousand). As of December 31, 2020 and 2019, there were no in-progress development projects). In 2020, no impairment expenses were recognized (2019: EUR 644 thousand).

The amortization and impairments of intangible assets are recognized in the consolidated income statement as follows:

in EUR thousand 2020

Cost of sales from continuing operations ......................................................................................... Selling and distribution expenses from continuing operations......................................................... Administrative expenses from continuing operations ...................................................................... Profit or loss from discontinued operations ..................................................................................... Amortization and impairment of intangible assets...........................................................................

605

170

790

2019 R

21 954 539 195 1,709

There are no restrictions on rights of disposal of intangible assets. None of the capitalized intangible assets were pledged as collateral for liabilities.

Significant accounting judgments and estimates

Intangible assets with definite useful life

At the end of each reporting period, the Group must assess whether there are indications that the carrying amount of an intangible asset item could be impaired. This assessment requires an estimate of the recoverable amount of the asset in question. The recoverable amount is the higher of fair value less costs to sell and value in use. To determine the value in use, the discounted future cash flows of the asset in question must be determined. Estimating the discounted future cash flows involves key assumptions such as in particular assumptions concerning the future selling prices and selling volumes, the costs and the discount rates. Although management assumes that the estimates of the relevant expected useful lives, the assumptions concerning the economic framework conditions and the development of the online mail order trade as well as the estimate of the discounted future cash flows are appropriate, a change in the assumptions or circumstances could necessitate a change in the analysis. This could result in additional impairment losses or reversals of impairment losses in the future if the trends identified by management reverse or the assumptions and estimates prove incorrect.

Intangible assets with indefinite useful life

Determining the value in use (of a CGU) or fair value (of a domain) involves making adjustments and estimates regarding the forecast and discounting of future cash flows. The cash flow forecast on the basis of these estimates is influenced by factors such as the successful integration of acquired entities, volatility on the capital markets, interest rate develop- ments, fluctuations in exchange rates and the expected economic development. The discounted cash flows are based on five-year forecasts that in turn are based on financial plans. The cash flows forecast takes into account past experience and is based on the management board’s best estimate of future developments. Cash flows outside of the planning peri- od are extrapolated using individual growth rates. The most important assumptions underlying the determination of fair value less costs to sell and value in use are the estimated growth rates, weighted average cost of capital, royalty rates, and tax rates. These estimates and the underlying method can have a material impact on the respective values and ulti- mately on the amount of a possible goodwill or domain impairment. Although management presumes that the assump- tions used to calculate the recoverable amount are appropriate, any unforeseeable changes in these assumptions could lead to an impairment loss that could have a material negative impact on the financial performance and position.

Notes on the annual impairment tests

The domain windeln.ch with a carrying amount of EUR 123 thousand is the only intangible asset with indefinite useful life requiring an impairment test. It is allocated to the cash-generating unit (CGU) Switzerland.

The Group performed its annual impairment test as of November 30, 2020. In a first step, the fair value less costs of dis- posal of the domain is determined, using an income approach valuation method. If the carrying amount of the asset ex-

F-18

ceeds its fair value, the domain is tested on the level of its CGU. The recoverable amount of the CGU Switzerland is de- termined by calculating the value in use, which is based on the projected cash flows of the webshop.

The calculation of the domain’s fair values and the cash flow projections used in the determination of the CGU’s value in use stem from the latest financial plans for the period of five years as formally approved the supervisory board until No- vember 30, 2020. They are adjusted by latest estimations gained after the formal supervisory board approval. As the management plans show that the CGU Switzerland has not yet reached its steady state as of the end of the period, the reconciliation to the steady state was planned using a two-year transition period with falling growth rates. This state was extrapolated using a perpetual growth rate of 1.3 %.

The key assumptions for the fair value calculation as follows:

 Average growth rate in the forecast period:

 Perpetuity growth rate:

 Discount rate:

5.5 % 1.3 % 13.0 %

The assumed growth rate is based on experience and past values as well as expectations concerning future market devel- opments in Switzerland. In order to assume the growth rate, overall market expectations were combined with expected market shares of the windeln.de Group. The forecasts are reviewed for their budget adherence. Overruns or shortfalls of the actual values compared to the previously planned values are considered in the current planning process which is the basis for the latest impairment test.

The average growth rate in perpetual annuity correspond to the customary market assessments. The discount rate re- flects market-specific risks. The calculation of discount rates is derived from weighted average cost of capital (WACC) for the industry, considering country-specific risks.

Based on the expectations and findings presented, the domain windeln.ch was tested on its asset level. Since the do- main’s fair value significantly exceeds its carrying amount, there were no indications of testing on CGU level.

Sensitivities

The results of the impairment test are based chiefly on the management assumptions presented. To validate these re- sults, the assumptions made were subjected to sensitivity analyses where the impact of a change in parameters on the values was calculated. For the sensitivity analysis, the impact on the carrying amount of the intangible asset is simulated under the hypothetical assumption of

 a reduction in the average growth rate for the extrapolation of cash flows outside of the planning period from 1.3 % to 0.0 %,

 a 1.0 % increase of the discount rate, and

 a reduction of the average growth rate in the forecast period to 0.0 %.

In neither of the three scenarios, an impairment expense was determined.

8.2. Fixed assets

Accounting policy

All fixed assets are stated at cost, net of any accumulated depreciation and/or accumulated impairment losses. The cost of fixed assets includes all expenses directly attributable to the acquisition that were incurred in making the asset ready for use. Purchase price reductions such as rebates, bonuses and trade discounts are deducted from the purchase price.

All non-capitalizable subsequent costs as well as maintenance and repair costs are recognized in income in the period in- curred. Cost does not contain any borrowing costs, as no capitalizable borrowing costs pursuant to IAS 23 were incurred.

Prepayments for fixed assets not yet delivered or not yet accepted are recognized as assets under construction.

Fixed assets are depreciated to the residual value on a straight-line basis over the expected economic useful life. The fol- lowing useful lives are expected:

F-19

 Furniture and fixtures

 Right-of-use assets

 Leasehold improvements

3 to 7 years

expected lease term (2 to 6 years) expected lease term (1 year)

The residual values, economic useful lives and depreciation methods are reviewed at the end of each reporting period and adjusted prospectively if necessary. Pursuant to IAS 36, an impairment loss is recognized on the carrying amount of an asset as soon as the estimated recoverable amount of the asset falls below the carrying amount. A reversal of impair- ment loss to amortized cost takes place if the reason for the impairment loss no longer exists.

An item of fixed assets is derecognized either upon disposal or when no future economic benefits are expected from its use or disposal.

Gains and losses from the disposals of fixed assets are calculated as the difference between the net realizable values and the residual values of fixed assets and are recognized in other operating income and other operating expenses in the pe- riod in which the asset is derecognized.

F-20

Recognition in group financial statements

in EUR thousand

Cost as of January 1, 2020 ...........................................................................................................

Currency differences ......................................................................................................................... Additions........................................................................................................................................... Reclassifications................................................................................................................................ Disposals ........................................................................................................................................... as of December 31, 2020 .............................................................................................................

Accumulated depreciation as of January 1, 2020................................................................

Currency differences ......................................................................................................................... Additions (depreciation) ................................................................................................................... Additions (impairments) ................................................................................................................... Reclassifications................................................................................................................................ Disposals ........................................................................................................................................... as of December 31, 2020 .............................................................................................................

Carrying amount

as of December 31, 2019 ............................................................................................................. as of December 31, 2020 .............................................................................................................

Technical equipment

Right-of-use assets

Furniture and

fixtures Office spaces

249 1,080

– -3 54 1,329 – – -99 -877 204 1,529

142 626

– -1 59 545 – – – – -94 -864 106 305

107 454 97 1,224

Leasehold

improvements and

Furniture and fixtures

1,009

-2 58 – -262 803

942

-1 60 – – -261 741

67 63

Total 2,352

-5 1,441 – -1,245 2,541

1,721

-2 666 – – -1,227 1,157

631 1,385

machinery 6 8

– –

– -8

6 –

3 8

– – 2 –

– –

– -8

5 –

3 – 1 –

F-21

Technical equipment and machinery

– – -4 8

– – – -4 8

– –

Right-of-use assets

in EUR thousand Leasehold improvements

Cost as of January 1, 2019 .........................................................................................................6..

Currency differences........................................................................................................................–. Additions ..........................................................................................................................................–. Disposals ..........................................................................................................................................–. as of December 31, 2019 ...........................................................................................................6..

Accumulated depreciation as of January 1, 2019................................................................ 3

Currency differences........................................................................................................................–. Additions(depreciation)..................................................................................................................0. Additions (impairments) ..................................................................................................................–. Disposals ..........................................................................................................................................–. as of December 31, 2019 ...........................................................................................................3..

Carrying amount

as of December 31, 2018 or January 1, 2019..............................................................................3.. as of December 31, 2019 ...........................................................................................................3..

The additions to the item „Office spaces“ mainly relate to new offices in Munich and Beijing, China.

Furniture and fixtures

995

-1

70 -55 1,009

913

-1 85 – -55 942

82 67

Total 148 1,057 2,218

Furniture and

fixtures Office spaces

F-22

– -2 -3 111 25 206 -10 – -69 249 1,080 2,352

110 – 1,038 – – -1

42 606 733

– 20 20 -10 - -69 142 626 1,721

38 1,057 1,180 107 454 631

Depreciation of fixed assets is recognized in the consolidated income statement as follows:

in EUR thousand 2020

Cost of sales from continuing operations ......................................................................................... Selling and distribution expenses from continuing operations......................................................... Administrative expenses from continuing operations ...................................................................... Profit or loss from discontinued operations ..................................................................................... Depreciation of fixed assets..............................................................................................................

2019 R

As of December 31, 2020, there are no contractual commitments for the acquisition of fixed assets (December 31, 2019: EUR 1 thousand). As of the reporting date, there are no indications of impairment pursuant to IAS 36. In the pri- or year, unused office spaces, capitalized as right-of-use assets pursuant to IFRS 16, were impaired at an amount of EUR 20 thousand.

8.3. Financial assets

Accounting policy

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income , and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow charac- teristics and the Group’s business model for managing them. With the exception of trade receivables that do not con- tain a significant financing component, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a sig- nificant financing component or for which the Group has applied the practical expedient are measured at the transac- tion price determined under IFRS 15. Refer to the accounting policies in note 9.1.

In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to gen- erate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i. e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

(1) Financial assets at amortized cost (debt instruments)

(2) Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

(3) Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon de-

recognition (equity instruments)

(4) Financial assets at fair value through profit or loss

(1) Financial assets at amortized cost (debt instruments)

The Group measures financial assets at amortized cost if both of the following conditions are met:

 The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and

286 322 223 263 121 126 666 753

F-23

 The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

This category is the most relevant to the Group.

(2) Financial assets at fair value through OCI (debt instruments)

The Group measures debt instruments at fair value through OCI if both of the following conditions are met:

 The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling, and

 The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Currently, no financial instruments of the Group fall into this measurement category.

(3) Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments desig- nated at fair value through OCI when they meet the definition of equity under IAS 32 “Financial Instruments: Presen- tation” and are not held for trading. The classification is determined on an instrument-by-instrument basis.

Currently, no financial instruments of the Group fall into this measurement category.

(4) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchas- ing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading un- less they are designated as effective hedging instruments. Financial assets with cash flows that are not solely pay- ments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Currently, no financial instruments of the Group fall into this measurement category.

Derecognition

A financial asset is primarily derecognized when:

 The rights to receive cash flows from the asset have expired.

 The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay

the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

After a three-level dunning process, uncollectible trade receivables are derecognized when they cannot be collected through an external collection service provider, when the statutory limitation periods have expired or when a court decision is obtained.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through ar- rangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the

F-24

Group continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). Unless stated otherwise, the credit risk of a finan- cial asset is deemed to have significantly increased if the financial asset is more than 30 days overdue.

For the impairment of financial assets in windeln.de Group, 12-month-ECLs have insignificant relevance as they are only applicable for other financial assets and cash positions that have only a minor risk exposure. For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix separating trade receivables into maturity bands and measuring each band separately. Measurement is based on historical credit loss experience.

Recognition in group financial statements

Trade receivables

A majority of trade receivables is due for payment for a period of up to one month. A small part of trade receivables is due for payment for a period of up to 45 days. They are not subject to interest, and there are no restrictions on rights of disposal. As of December 31, 2020, and 2019, trade receivables were as follows:

in EUR thousand

Gross carrying amount...................................................................................................................... Impairment loss ................................................................................................................................

Dec 31, 2020

2,786 -2,069 718

Dec 31, 2019

2,898 -2,060 838

As of December 31, 2020, impairment charges of EUR 134 thousand were recognized due to default risks (Decem- ber 31, 2019: EUR 246 thousand). The account for impairment losses developed as follows:

in EUR thousand

2020

2019

2,278 246 -464 – 2,060

As of January 1................................................................................................................................

Addition ............................................................................................................................................ Utilization.......................................................................................................................................... -125 Reversal ............................................................................................................................................ – As of December 31............................................................................................................................ 2,069

F-25

2,060 134

Maturity bands used for the measurement of expected credit losses as of December 31, 2020, break down as follows:

Maturity band

Not overdue and up to 30 days overdue .......................................................................................... 31 to 90 days overdue ...................................................................................................................... more than 90 days overdue ..............................................................................................................

Gross carrying amount (in EUR thousand)

Credit impaired

122 No

434 No 2,230 Yes 2,786

The write-downs due to uncollectible receivables amount to EUR 125 thousand in the 2020 reporting period (2019: EUR 464 thousand).

On a regular basis, receivables not yet past due and not yet impaired are sold to third parties, leading to derecognition from the statement of financial position. In the course of selling these receivables, the Group retains immaterial du- ties; these include first and foremost the provision of settlement services in relation to the merchandise sold, such as responding to general customer inquiries and processing returns and complaints. Regardless of the sale of receivables, risks in connection with these duties remaining with the Group are taken into consideration in the consolidated finan- cial statements.

Some of the overdue receivables are collected by collection service providers. The impaired receivable remains in the Group’s books until the receivable is either collected or finally deemed irrecoverable and derecognized from the Group’s books.

Other financial assets

in EUR thousand

Dec 31, 2020

108

620 583 132

– 70 1,405 1,513

Dec 31, 2019

580 1,183 714 226 16 2,719 2,735

Lease and other deposits ..................................................................................................................

Other non-current financial assets .............................................................................................

Lease and other deposits .................................................................................................................. Accrued advertising contributions and supplier rebates ................................................................ Creditors with debit balances ........................................................................................................... Restricted cash................................................................................................................................ Sundry ............................................................................................................................................... Other current financial assets .................................................................................................... Other financial assets .................................................................................................................

Accrued advertising contributions and supplier rebates relate to claims from suppliers due to advertising and market- ing campaigns carried out in the reporting period as well as bonuses dependent on purchase volumes. Creditors with debit balances relate to refund claims from suppliers and service providers, e. g., due to overpayment, insufficient de- liveries or invoiced advertising contributions and supplier rebates etc. Lease and other deposits are utilized if win- deln.de does not meet the respective contractual obligations. In the prior year, restricted cash comprised a rent guar- antee pledged as a security for an office lease agreement, which was terminated in 2020.

Additional information on financial instruments

The following table shows the carrying amounts and fair values of the financial assets (except for cash and cash equiv- alents; please refer to section 8.6 Cash and cash equivalents) and the allocation of financial statement positions to the measurement categories:

F-26

December 31, 2020

December 31, 2019

in EUR thousand

Carrying Fair value amount

838 838 2,735 2,735 – – – – – – 3,573 3,573 3,557 3,557 16 16

Debt instruments at amortized cost:

Trade receivables...........................................................................................7..1..8. 718 Other financial assets ................................................................ 1,513 1,513

Debt instruments at fair value through OCI:............................................................–.... – Equity instruments at fair value through OCI: ................................ – – Financial assets at fair value through profit or loss: ................................ – – Financial assets ................................................................................................ 2,231 2,231

current ................................................................................................ 2,123 2,123 non-current ................................................................................................ 108 108

Due to the short-term maturities of trade receivables, cash and cash equivalents and other current financial assets, the fair values less impairment for these items are assumed to be equal to the carrying amounts.

Other current financial assets include cooperative shares of EUR 14 thousand (December 31, 2019: EUR 14 thousand). Those assets qualify as “financial assets at fair value through profit or loss” but are recognized at cost because they cannot be measured at fair value and because of their immaterial amount.

Significant accounting judgments and estimates

The portfolio-based allowance for trade receivables requires a definition of the maturity bands of the age structure, which is an accounting estimate. The applied write-down percentage is estimated based upon historical default quo- tas.

8.4. Non-financial assets

in EUR thousand

Dec 31, 2020

121

634 441 72 1 1,148 1,269

Dec 31, 2019

149

1,473 320 94 1 1,888 2,037

Prepaid expenses ..............................................................................................................................

Non-current non-financial assets................................................................................................

VAT receivables................................................................................................................................ Prepaid expenses .............................................................................................................................. Right to recover possession of goods ............................................................................................... Sundry ............................................................................................................................................... Current non-financial assets....................................................................................................... Non-financial assets ...................................................................................................................

The right to recover possession of goods concerns the estimated returns after the end of the reporting period. See note 9.1.

The items contained in prepaid expenses involve payments made for services that will not be provided until after the end of the reporting period. As of December 31, 2019, prepaid transaction fees for equity transactions of the year 2020 are recognized within prepaid expenses.

As of December 31, 2020, and December 31, 2019, the Group did not hold any securities.

8.5. Inventories and prepayments

Accounting policy

Purchased merchandise reported as inventories are measured at the lower of cost and net realizable value in accord- ance with IAS 2. The costs of purchase are calculated using the average purchase costs and comprise the acquisition

F-27

cost plus any directly attributable incidental purchase costs incurred less purchase price reductions; they do not con- tain any borrowing costs. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. Appropriate allowance is made for inventory risks associated with slow- moving stocks, reduced salability or similar matters. If the reasons for impairment losses recognized in earlier periods no longer exist, reversals of the impairment losses are recognized up to the amount of the original cost.

Recognition in group financial statements

in EUR thousand

Gross merchandise ........................................................................................................................... Impairment of merchandise ............................................................................................................. Inventories................................................................................................................................

Dec 31, 2020

4,174 -95 4,079

Dec 31, 2019

7,707 -368 7,339

Inventories are impaired due to a decline in net realizable values and to slow-moving stock. No inventories are pledged as securities for liabilities.

Prepayments of EUR 435 thousand (December 31, 2019: EUR 1 thousand) were made for upcoming deliveries of mer- chandise.

Significant accounting judgments and estimates

Management assesses the recoverability of inventories at the end of each reporting period. Among other things, this involves assumptions regarding the future realizable selling price and the necessary selling and distribution expenses.

8.6. Cash and cash equivalents

Accounting policy

Cash and cash equivalents include cash, demand deposits and other highly liquid current financial assets with an origi- nal term to maturity of no more than three months, that are subject to insignificant risks of change in value. They are measured at cost with the nominal value. Any interest incurred on debit bank balances are reported in administrative expenses, see note 9.2.

If access to cash positions held by the Group is restricted and the restriction expires within three months, those cash positions are recognized within cash. Otherwise, they are recognized as restricted cash within “other current financial assets” or “other non-current financial assets”.

Recognition in group financial statements

in EUR thousand

Cash at banks .................................................................................................................................... Restricted cash................................................................................................................................ Cash on hand .................................................................................................................................... Cash and cash equivalents..........................................................................................................

Bank balances are interest free.

Notes on the statement of cash flows

Dec 31, 2020

8,487 42 1 8,530

Dec 31, 2019

8,332 40 5 8,377

The statement of cash flows was prepared in accordance with IAS 7 Statement of Cash Flows and shows how the Group’s cash and cash equivalents have changed over the reporting period as a result of cash received and paid.

In accordance with IAS 7, cash flows from operating, investing and financing activities are separated according to their origin and utilization. The cash inflows and outflows from operating activities are derived indirectly on the basis of the Group’s net loss for the year. Cash inflows and outflows from investing and financing activities are derived directly.

F-28

The amount of cash in the statement of cash flows is equal to the value of cash and cash equivalents reported in the statement of financial position.

The negative cash flow from operating activities is attributable to the net loss for the year adjusted for non-cash ef- fects and from a decrease of net working capital. The main non-cash effects in 2020 are:

 remeasurement of assets held for sale in the amount of EUR 2,282 thousand;

 amortization and depreciation in the amount of EUR 1,456 thousand; and

 foreign exchange effects from the de-consolidation of windeln.ch AG in the amount of EUR 207 thousand.

The negative cash flow from investing activities is primarily attributable to expenses in a new software related to the outsourcing of the shop architecture (EUR 434 thousand)

Positive cash flows from financing activities result mainly from two capital increases. The gross proceeds of the capital increase in February 2020 amounted to EUR 6,205 thousand. The gross proceeds of the capital increase in October 2020 amounted to EUR 3,386 thousand. In this context, the Group had payments of EUR 762 thousand for equity transaction costs. Further payments of EUR 1,029 thousand relate to the repayment of leasing liabilities and the pay- ment of interest of EUR 86 thousand, which mainly result from the leasing liabilities. As of December 31, 2020 and 2019, financial liabilities solely comprise lease liabilities. The reconciliation of cash flows from financing activities to the development of lease liabilities breaks down as follows:

in EUR thousand

Lease liabilities as of January 1 ......................................................................................................... Currency differences (non-cash) ....................................................................................................... Additions (non-cash) ......................................................................................................................... Repayment (cash-effective) .............................................................................................................. Lease liabilities as of December 31 .............................................................................................

8.7. Equity

Accounting policy

Capital increases and capital decreases

2020

620 -2 2,707 -1,029 2,296

2019 R

1,164 -2 127 -669 620

In capital increases against cash contribution or contribution in kind, the imputed share in the capital stock of EUR 1.00 per share is recognized as issued capital. Additional assets received as cash contribution or contribution in kind are recognized within share premium as premium from capital increases. Capital decreases result in a reduction of both issued capital and accumulated losses if the corresponding resolution of the General Meeting stipulates the coverage of losses as the purpose of the capital decrease in the sense of Sec. 222 Stock Corporation Act (AktG).

The issued capital reported in the consolidated financial statements corresponds to the share capital as stipulated in the Articles of Association of the Group’s mother company windeln.de SE.

Transaction costs in equity transactions

Pursuant to IAS 32.37, the directly attributable costs in connection with equity transactions (e. g. capital increases, capital decreases) must be accounted for as a deduction from equity (reduction of the share premium), taking any tax effects into account (IAS 12.61A(b)). If the transaction costs incurred are tax deductible and thus reduce the assess- ment base, the transaction costs to be taken into account in equity are reduced by the tax saving, and a corresponding tax receivable is recognized if requirements of IAS 12 are met. Pursuant to IAS 32.37, only external costs that are di- rectly attributable to the equity transaction and that otherwise would have been avoided are recognized directly in equity. Indirect costs, for example internal administrative expenses and pro rata personnel expenses, do not fall under directly attributable transaction costs and are thus expensed as incurred.

Prepaid transaction fees are accrued as non-financial asset, and reclassified to equity as of the date of the equity transaction.

F-29

Recognition in group financial statements

Equity transactions

On February 19, 2020, windeln.de SE has completed the share capital increase as approved by the Extraordinary Gen- eral Meeting on September 27, 2019. The share capital has been increased against cash contributions from currently EUR 2,989,101 by EUR 5,171,144 to EUR 8,160,245 by issuing 5,171,144 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share and with dividend entitlement starting January 1, 2019 (“New Shares”). Based on the subscription price of EUR 1.20 per New Share, the gross proceeds amount to EUR 6,205,373.

On June 24, 2020, the Annual General Meeting resolved on following changes in equity that became effective by regis- tration in the Commercial Register as of September 4, 2020:

 The Annual General Meeting resolved to cancel the Authorized Capital 2018/I in the amount of EUR 15,500,000 and replace by a new Authorized Capital 2020 in the amount of EUR 4,080,122. By Authorized Capital 2020, management board is authorized, with the consent of the supervisory board, to increase the Company’s share capital by June 23, 2025 by issuing new no-par value bearer shares against contributions in cash and/or in kind on one or more occasions. The shareholders are generally to be granted a subscription right.

 Furthermore, it was resolved to replace the unused authorization to issue convertible bonds and/or bonds with warrants, profit participation rights and/or participating bonds and the corresponding Conditional Capi- tal 2019/I of EUR 3,226,629 by a new authorization with largely identical contents, adjusted to the new share capital figure. The new authorization is granted until June 23, 2025, the corresponding Conditional Capi- tal 2020/I amounts to EUR 3,263,882.

 Conditional Capital 2016/II – resolved to service subscription rights from the Long Term Incentive Program – of up to EUR 555,206 was partially cancelled in the amount of EUR 547,355 and amounts to EUR 7,851. Condi- tional Capital 2018 – resolved to grant subscription rights from the Stock Option Program 2018 – of up to EUR 1,200,000 was cancelled in the amount of EUR 1,184,263 and amounts to EUR 15,737. Subscription rights already issued remain unaffected. Management board and supervisory board were authorized to grant up to 788,228 subscription rights until June 23, 2024, for up to 788,228 no-par value bearer shares from the Stock Option Program 2020 to board members and employees of the Company and its subsidiaries.

Following the registration, the management board – with approval of the supervisory board – resolved on a further capital increase on September 25, 2020, and submitted a subscription offer to the existing windeln.de shareholders for the new shares yet to be created (“New Shares”) at a subscription price of EUR 1.20 per New Share. The capital in- crease was completed on October 22, 2020 by registration in the Commercial Register. The share capital has been in- creased against cash contributions from EUR 8,160,245 by EUR 2,821,828 to EUR 10,982,073 by issuing 2,821,828 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share and with dividend entitlement starting January 1, 2020 (“New Shares”). Gross issue proceeds came at EUR 3,386 thousand. The New Shares will be admitted for trading in fiscal year 2021.

After the equity transactions described above, the Authorized Capital 2020 amounts to EUR 1,258,294, the Conditional Capital 2016/II and 2018/I amount to EUR 7,851 and EUR 15,737. The Conditional Capital 2020/I and 2020/II amount to EUR 3,263,882 and EUR 788,228.

Issued capital

As of December 31, 2020, the issued capital of the Group parent amounts to EUR 10,982 thousand (December 31, 2019: EUR 2,989 thousand). It has been fully paid in and comprises 10,982,073 (December 31, 2019: 2,989,101) no-par value bearer shares (calculated par value of EUR 1.00). The number of shares outstanding at the beginning and at the end of the period reconciles as follows:

Effective date (commercial register)

As of January 1, 2020

Capital increase................................................................................S..e.p...t.e..m...b..e..r 27, 2019 Capitalincrease.....................................................................................J.u..n..e...2..4.,2020 October22,2020 2,821,828

As of December 31, 2020

Resolution by the General Meeting

Number of shares

F-30

February 19, 2020

2,989,101 5,171,144

10,982,073

Share premium

As of December 31, 2020, the share premium amounts to EUR 173,714 thousand (December 31, 2019: EUR 172,904 thousand) and breaks down as follows:

in EUR thousand

Premium from financing rounds and/or IPO .................................................................................... Capital increases from company funds ............................................................................................. Contributions in kind ........................................................................................................................ Costs of equity transactions.............................................................................................................. Share-based payments ..................................................................................................................... Premium from exercise of stock options .......................................................................................... Share premium ................................................................................................................................

Accumulated loss

Dec 31, 2020

172,802 -25,232 4,465 -7,283 28,922 40 173,714

Dec 31, 2019

171,204 -25,232 4,465 -6,487 28,914 40 172,904

The accumulated loss results from losses carried forward from prior periods and the result for the current reporting period.

8.8. Employee benefits 8.8.1 Share-based payments Accounting policy

Selected executives and members of the management board respectively of local management receive share-based payment for their work in the form of equity or cash. Pursuant to IFRS 2, equity-settled share-based payment transac- tions are measured once at the fair value on the grant date, while cash-settled share-based payment transactions are measured at the fair value at the end of the reporting period. The fair value is recognized in profit or loss over the pe- riod in which the service is provided by the eligible persons, referred to as the vesting period, by recognizing a corre- sponding item in the share premium for equity-settled share-based payment transactions and by recognizing a corre- sponding liability for cash-settled share-based payment transactions. In the case of cash-settled share-based payment transactions, the liability is remeasured at the end of each reporting period and at the date of settlement until the lia- bility is settled with changes in fair value recognized in the income statement.

To motivate and retain key employees, windeln.de SE so far introduced a total of five programs relating to share- based payment obligations. Thus, the employees get the opportunity to participate in future increases in the Group’s business value. The four programs with remaining obligations for windeln.de SE as of December 31, 2020, are de- scribed below.

Recognition in group financial statements

Description of VSOP 1 and 2

As part of the Virtual Stock Option Program (VSOP 1), cash-settled share-based payment arrangements were made with employees of the Group up to and including 2014. The beneficiaries obtain vested rights to the options granted in 48 sub-tranches over a period of four years from the allocation date determined by the Company. In the event of an exit, the stock options of four employees immediately qualify as accumulated in full, provided that the beneficiary is in a current service or employment relationship with the Company. Sub-tranches not yet accumulated in full are forfeit- ed if the service or employment relationship ends before the exit event. Fully accumulated options are forfeited if the service or employment relationship ends due to termination or dismissal for due cause before the exit event. The op- tions lapse no later than 15 years after the allocation date. Amongst others, a stock exchange listing of the company (IPO exit) qualifies as an exit event.

The payment entitlement of the option holder is calculated for each option granted as the difference between the exit proceeds per share and the basic price for the option.

F-31

In the first quarter of 2015, all existing share-based payment arrangements were modified on account of the immi- nent IPO. Pursuant to IFRS 2, the modified agreements will subsequently be treated as equity-settled share-based payments. The incremental fair value of all modified options amounts to EUR 15.064 (EUR 0.02 per option) on the modification date. The market input parameters were selected unchanged both before and after modification.

In addition to the share-based payment arrangements already in existence as of December 31, 2014, further share- based payment arrangements (VSOP 2) were made with employees of the Group in the first quarter of 2015. The ben- eficiaries obtain vested rights to the options granted in 48 sub-tranches over a period of four years from the allocation date determined by the Company. By analogy to the existing modified agreements, the stock options are treated as equity-settled share-based payments.

Description of LTIP 2015-2017 – SO and RSU

In 2015, the Company launched a long-term incentive plan (LTIP 2015-2017) and from 2015 to 2017, entered into cor- responding agreements with employees of the Group. As part of this plan, both equity-settled stock options (SO) and restricted stock units (RSU) will be issued. The RSUs entitle holders to purchase shares in windeln.de SE at the respec- tive applicable share price without payment of a strike price by the beneficiary. After a six-month cliff period from an allocation date set by the Company, the participants have obtained a vested right to 6/48 of the options granted; thereafter they obtain a vested right to the options in 42 further sub-tranches over a period of three and a half years. Provided that specified revenue growth targets are met for the Group (so called performance condition), the stock op- tions can be exercised after the end of the four-year vesting period. If the specified revenue growth targets are not met, the stock options cannot be exercised. There is no performance condition for the RSUs. Both for the stock op- tions and the RSUs, the number of shares to be issued is capped. In accordance with IFRS 2, the stock options are measured only on the date of issue or grant date. Whether the RSUs are settled in the form of shares or in a cash equivalent is within the Company’s discretion. In 2020, vested RSUs from agreements of the years 2015 and 2016 were settled in cash, and payments totaling EUR4 thousand were made. With regards to the accounting and meas- urement of the RSU from agreements of the year 2017 we refer to the paragraph “Change in planned settlement”.

Description of LTIP 2018-2020 – SO and RSU

In 2018, the Company launched another long-term incentive plan (LTIP 2018-2020) and entered into corresponding agreements with employees of the Group in 2018 and 2019. As part of this plan, both equity-settled stock options (SO) and restricted stock units (RSUs) will be issued. The RSUs entitle holders to purchase shares in windeln.de SE at the respective applicable share price without payment of a strike price by the beneficiary. After a six-month cliff peri- od from an allocation date set by the Company, the participants have obtained a vested right to 6/48 of the options granted, beginning with the calendar year in which the options were granted; thereafter they obtain a vested right of 1/48 per month over a total period of four years, beginning with the calendar year in which the options were granted. Provided that specified EBIT targets are met for the Group (performance condition), the stock options can be exer- cised after the end of the four-year vesting period. If the specified EBIT targets are not met, the stock options cannot be exercised. There is no performance condition for the RSUs. Both for the stock options and the RSUs, the number of shares to be issued is capped. In accordance with IFRS 2, the stock options are measured only on the date of issue or grant date. Whether the RSUs are settled in the form of shares or in a cash equivalent is within the Company’s discre- tion. With regards to the accounting and measurement of the RSU we refer to the paragraph “Change in planned set- tlement”.

Change in planned settlement

With regards to the Long Term Incentive Plans LTIP 2015-2017 and LTIP 2018-2020, the Company may determine whether the RSUs are settled in the form of shares or in a cash equivalent. In prior years the Company has provided for settlement in the form of real equity instruments, therefore the contract component had been recognized as equi- ty-settled share-based payment. In accordance with IFRS 2, the RSUs were measured only on the date of issue respec- tively the grant date.

At the end of the second quarter 2020, the supervisory board and the management board of the Company decided to settle RSUs in cash which had been issued in 2015 and 2016 and which were already fully vested. The Company ex- pects that in the future RSUs will be settled in cash as well. Background of this assumption is the low share price of the Company on the one side and on the other side the strong reduction of the number of outstanding RSUs caused by the capital decreases in the prior year and therefore the disproportionally high costs of a settlement in cash.

F-32

Description of LTIP 2020-2024 – SO and RSU

In 2020, the Company launched a third Long Term Incentive Plan (LTIP 2020-2024) and entered into corresponding agreements with employees of the Group. Under this program, both stock options (SOs) and restricted stock units (RSUs) will be issued. The RSUs entitle holders to receive shares in windeln.de SE at the respective applicable share price without payment of a strike price by the beneficiary or to receive a cash payment in the same amount. Whether the RSUs are settled in the form of shares or in a cash equivalent is within the Company’s discretion. With regard to the SOs, the company may also determine the form of settlement. From an allocation date set by the Company (for 2020 the allocation date is set at January 1, 2020), participants obtain a vested right of 1/48 per month over a total period of four years. Provided that the share price of the Company increases by at least a defined percentage value in a defined period (performance condition), the stock options can be exercised after the end of the four-year vesting period and the four-year waiting period (from the date of conclusion of the contract) within predefined exercise win- dows. If the performance condition is not met, the stock options cannot be exercised. In the case of RSUs, there is no performance condition. In the case of both stock options and RSUs, the number of shares to be issued is capped (CAP).

As the Executive Board and the Supervisory Board currently envisage servicing the stock options in equity instruments, SOs are accounted for as equity-settled share-based payments. In accordance with IFRS 2, the stock options are there- fore only measured at the date of issue or grant date. With regard to the RSUs, past practice indicates that they will be settled in cash, which is why RSUs are accounted for as cash-settled share-based payments.

Measurement of the programs

Since 2020, the valuations of the RSU as of reporting date as well as the stock options granted in 2020 were per- formed by an external valuation specialist who determined the fair values based on a binominal model.

The binomial model used is based on the Cox-Ross-Rubinstein model developed in 1979. The calculation is based on a VBA macro. The binomial model is generally based on a representation that shows various paths that the share price can follow during the term of the subscription rights. Depending on the number of selected time intervals or nodes, a different number of paths is created. In each time interval there is a probability that the share price will move up or down by a certain percentage: The probability is calculated according to the general principle of option valuation, known as risk-neutral valuation. In this context, a risk-free interest rate is used, which is assumed to be the expected return on the security. The valuation of subscription rights is based on 5,000 time steps. The length of each time step is calculated directly in the macro. The stock price at the respective node is calculated on the basis of the stock price on the respective valuation date multiplied by a factor representing the upward movements and a factor representing the downward movements in the binomial model. For the calculation of the value per subscription right, one must al- ways “work one's way forward” from the end of the tree to the beginning of the tree. The value at the end nodes of the tree is generally determined on the basis of a comparison of the company's share price at the time of the end node and the payout limit (cap). In principle, the values at the nodes are calculated from the values of the preceding nodes, if exercising the option is not possible or does not make economic sense at the time in question. For this rea- son, for example, the values of the penultimate nodes are determined from the values of the end nodes. In other words, the first step determines whether it makes economic sense to exercise the option at the moment - economi- cally sensible means that the payoff on exercise is higher than the current fair value when the option is held. The fol- lowing two products are then determined: a) the future subscription right value of an upward movement multiplied by the probability of the upward movement and b) the future subscription right value of a downward movement mul- tiplied by the probability of the downward movement. The sum of both values is then multiplied by the factor for risk- neutral valuation to obtain the expected value of the subscription right value for the node under consideration.

F-33

The volatility was determined as the historical volatility of the windeln.de share over the respective remaining term. The expected volatility taken into account reflects the assumption that the historical volatility is indicative of future trends, and may also not necessarily be the actual outcome. The expected dividend yield is based on market assess- ments for the amount of the expected dividend of the windeln.de share. The risk-free interest rates were determined based on the interest on German government bonds over a similar period.

In general, the past and the new valuation method will yield the same results if same input parameters will be used.

The following input parameters were used for the valuation of VSOP 1-2 and SOs at the grant date and for the valua- tion of RSUs on December 31, 2020. The table does not include information for SOs forfeited as of December 31, 2020 and RSUs accounted for at the actual settlement amount as of December 31, 2020.

VSOP 1-2

37.46 % - Expected volatility (%) .........................4..0...8..0 %

Risk-free interest rate (%) .....................0...0..0...%... Expected dividend yield (%)..................0...0..0...%...... Expected life of options (years) ............0...2..5...-..4.......... Average share price on the

RSU

63.03 %

-0.76 % 0.00 % 4

41.91 %

0.00 % 0.00 % 4

RSU

94.71 % - 95.64 %

-0.73 % - -0.72 %

0.00 % 4

44.51 % - 47.88 %

0.00 %

4 - 4.67

1.26 - 2.17

RSU

81.40 %

-0.76 % 0.00 % 4

1.42

72.40 %

-0.68 % 0.00 % 6.17

1.81

LTIP 2020-2024 SO

–

– 30,205 – – –

30,205

–

LTIP 2015-2017

LTIP 2018-2020

LTIP 2020-2024

1.42

The subscription rights recognized exclusively in equity changed as follows:

measurement date (in EUR)...................1..3...2..5......

3.19

LTIP 2015-2017

1.42

LTIP 2018-2020

VSOP 1-2

Outstanding at the beginning of the

reporting period (January 1, 2020) ..............................4..,416

Change in planned settlement ................................ – Granted during the reporting period ................................ – Exercised during the reporting period ................................– Forfeited during the reporting period................................ – Expired during the reporting period ................................ – Outstanding at the end of the reporting

period (December 31, 2020) ................................ 4,416

Exercisable at the end of the reporting

period (December 31, 2020) ................................ 4,416

RSU

3,315 -3,315 – – – –

–

RSU

1,604 -1,604 – – – –

–

* In 2018, management has estimated that the performance target for LTIP 2015-2017 relating to the average revenue growth during the four-year vesting period will most likely not be met. As of December 31, 2020, this estimation is unchanged for the stock options granted in 2017. Therefore, management still concludes that stock options granted in 2017 with those specific performance targets, will not be fully vested. Pursuant to IFRS 2, for accounting purposes this assumption was incorporated into the quantity of the stock option plan. For the stock options granted in 2015 and 2016, the defined performance targets were finally not met, and options forfeited.

The weighted average exercise price (in EUR) for stock options is as follows:

4,031 – 448 – -4,380 –

99*

–

4,835 – 2,623 – -167 –

7,291

–

VSOP 1-2

For stock options outstanding at the beginning of the

reporting period (January 1, 2020) ........................................................3..5...0..0.

For stock options granted during the reporting period ................................– For stock options exercised during the reporting period..............................–.. For stock options forfeited during the reporting period...............................–. For stock options expired during the reporting period................................–

LTIP LTIP LTIP 2015-2017 2018-2020 2020-2024 SO SO SO

F-34

121.21 107.47 – 120.08 –

32.11 – 23.57 1,20 – – 17.02 – – –

For stock options outstanding at the end of the reporting period (December 31, 2020) ................................

For stock options exercisable at the end of the reporting period (December 31, 2020) ................................

VSOP 1-2

35.00

LTIP LTIP LTIP 2015-2017 2018-2020 2020-2024 SO SO SO

107.47 29.37 1,20

– – –

The weighted average remaining contractual life for the stock options outstanding as of December 31, 2020, is

3 years. The weighted average fair value of the restricted stock units granted in 2020 was EUR 1.31. The weighted av- erage fair value of the stock options granted in 2020 was EUR 1.34, after modifications due to the capital decreases in 2019. Considering the capital decreases in 2019, the exercise price range for the equity-settled stock options out- standing as of December 31, 2020, is EUR 1.20 to EUR 107.47, if an exercise price has been set.

Presentation of financial impacts

In 2020, a total expense of EUR 57 thousand (2019: EUR 38 thousand) was recognized for share-based payment com- pensation. Thereof, an expense of EUR 30 thousand can be allotted to equity-settled share-based payment obligations and an expense of EUR 27 thousand can be allotted to cash-settled share-based payment obligations . In the prior year the expense fully related to equity-settled share-based payment obligations.

As of December 31, 2020, a figure of EUR 11,988 thousand is reported in the share premium for equity-settled and cash-settled share-based payment obligations from stock option programs (December 31, 2019: EUR 11,980 thousand for equity-settled share-based payment obligations from stock option programs). As of December 31, 2020, a figure of EUR 45 thousand is reported as provision for cash-settled share-based payment obligations from stock option pro- grams (December 31, 2019: none).

Significant accounting judgments and estimates

The Group measures the cost of equity-settled or cash-settled share-based payment to executives and management board members respectively local management at fair value on the grant date in the case of equity-settled share- based payment transactions and at fair value on the reporting date in case of cash-settled share based payments. To estimate fair value for share-based payment obligations, the most appropriate valuation method must be determined. The valuation method chosen depends on the conditions of granting. This estimate also requires determination of the most appropriate inputs to the valuation model, including in particular the expected life of the stock option, volatility and risk-free interest rate and making assumptions about them.

Additionally, management assumptions on the occurrence probability of defined performance targets impact the quantity of the stock option plan. Regular budget analyses and forecast updates are used to assess the probability.

8.8.2 Bonus plans

Accounting policy

For bonus payments after the end of the reporting period for the prior reporting period, a provision is recognized in the consolidated financial statements and the corresponding expense is reported under personnel expenses. The amount of the provision is calculated individually for each employee for whom a contractual obligation to pay a bonus exists.

Recognition in group financial statements

Bonus liabilities are recognized within other current financial liabilities. See quantitative disclosures note 8.10.

8.9. Provisions

Accounting policy

According to IAS 37, provisions should be recognized if all of the following criteria are met:

F-35

 The Group has a present legal or constructive obligation.

 The obligation is the result of a past event.

 It is probable (more likely than not) that an outflow of resources embodying economic benefits will be required

to settle the obligation.

 A reliable estimate can be made of the amount of the provision.

Provisions are not recognized for future operating losses.

A best estimate is made of the amount of the provisions taking into consideration all the discernible risks arising from the obligation. This refers to the amount that is most likely needed to settle the liability. A cash outflow from current provisions is expected in the following financial year. Non-current provisions with a term of more than one year are discounted to the end of the reporting period. A pre-tax discount rate is used that reflects current market assessments of the time value of money and risks specific to the given obligation.

Increases in provisions purely relating to additions to reflect the passage of time are posted to the statement of com- prehensive income as financial expenses.

Recognition in group financial statements

Non-current provisions amount to EUR 45 thousand. They relate solely to cash settled share based payments. Current provisions break down into following classes:

in EUR thousand

Onerous contract

Personnel Other provisions provisions

95 175 17 27 – -6 -9 -168 103 27

Total current provisions

288 47 -6 -190 138

As of January 1, 2020 ................................................................ 18 Addition ................................................................................................ 3 Reversal ................................................................................................ – Utilization................................................................................................ -13 As of December 31, 2020 ................................................................ 8

As of December 31, 2020, other current provisions were mainly recognized for a legal dispute with employees. As of December 31, 2019, this position contained mainly expense compensations relating to VAT adjustments.

Other financial obligations

Obligations

As of December 31, 2020, future obligations from goods ordered but not yet delivered amounted to EUR 2,417 thou- sand (December 31, 2019: EUR 5,666 thousand), future obligations from a service agreement amount to EUR 62 thou- sand.

Litigation, guarantees and contingent liabilities

Two employees of Bebitus Retail S.L.U. have participated on the purchase price (incl. Earn Outs) of the legal entity through an Incentive Plan amounting to 0.5 % each. In 2018, the last Earn Out tranche – based on the final settlement agreement – was paid. End of 2018, these two employees have sued the Group for unfair treatment from the final set- tlement agreement which resulted in a lower purchase price. The Group counters the risk through recognition of a provision in the amount of the difference between actually paid purchase price and the historic purchase price with- out purchase price adjustments.

Except for the legal dispute described above, there are no material legal disputes as of December 31, 2020 and 2019.

As of December 31, 2020 and 2019, no guarantees have been provided.

In the business year 2020, a data security incident occurred. In this context, windeln.de submitted a statement to the German Federal Office for Information Security (BSI). The BSI could impose a fine. Due to the timely submission of re-

F-36

quired documents and information, this is unlikely to occur. Please refer to section 2.3. of the Group Management Re- port for further information.

Significant accounting judgments and estimates

Provisions are determined on the basis of estimates to a large extent. As a result, it can be necessary to adjust the amount of a provision on account of new developments and changes to the estimates. Changes in estimates and as- sumptions over time can have a material impact on future earnings. It is possible that the Group may incur further ex- penses in addition to the provisions recognized which may have a material impact on the financial performance and position of the Group.

8.10. Financial liabilities Accounting policy

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Currently, there are no liabilities or derivatives in windeln.de Group that are designated as hedging instruments

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

(1) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognized in the income statement. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.

(2) Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the Effective-Interest-Rate (EIR) method. Gains and losses are recognized in profit or loss when the liabilities are derecog- nized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the income statement. This category generally applies to interest-bearing loans and borrowings.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recog- nized in the income statement.

F-37

Offsetting of financial instruments

Generally, financial assets and financial liabilities are offset and the net amount is reported in the consolidated state- ment of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Recognition in group financial statements

Trade payables

As of December 31, 2020, trade payables amount to EUR 3,490 thousand (December 31, 2019: EUR 3,639 thousand), they are due within one year, and they are non-interest bearing. This item also includes outstanding invoices for goods and services accrued as of the reporting date. Trade payables are generally due in 0 to 60 days.

Financial liabilities

Financial liabilities comprise solely lease liabilities. Their measurement as of December 31, 2020, is outlined in note 10.

Other financial liabilities

in EUR thousand

Dec 31, 2020

588

527

322

203

189

65 21 43

1,958

Dec 31, 2019

607

476

418

217

208

61 36 41

2,064

Bonus liabilities ................................................................................................................................ Debtors with credit balances ............................................................................................................ Other personnel-related liabilities .................................................................................................... Liabilities for supervisory board........................................................................................................ Audit of financial statements and tax advisory services ................................................................ Expected refund obligations for returns ........................................................................................... Liabilities for other advisors.............................................................................................................. Sundry ............................................................................................................................................... Other current financial liabilities ................................................................................................

Debtors with credit balances relate to customer credits due to overpayment or filed returns. Expected refund obliga- tions for returns are described in note 9.1. Other current financial liabilities do not bear interest. Other non-current financial liabilities do not exist.

Additional information on financial instruments

The following table shows the carrying amounts and fair value of all financial liabilities and the allocation of financial statement positions to the measurement categories:

December 31, 2020

December 31, 2019

in EUR thousand

Carrying amount

Fair value

3,490 1,958 – 5,448 5,448 –

Carrying amount

3,639 2,064 – 5.703 5.703 –

Fair value

3,639 2,064 – 5.703 5.703 –

Financial liabilities at amortized cost Tradepayables...............................................................................................3.,490

Other financial liabilities ................................................................ Financial liabilities at fair value through profit or loss ................................ Total financial liabilities, without lease liabilities................................

current ................................................................................................ non-current ................................................................................................

1,958 – 5,448 5,448 –

Due to the short-term maturities of trade payables and other current financial liabilities, the fair values for these items are assumed to be equal to the carrying amounts.

F-38

Disclosures on capital management

The Group’s capital management targets are mainly related to maintaining the short, mid and long-term liquidity and financing of the Group. The main focuses are on providing sufficient cash balances until the achievement of a positive free cash flow and an active management of net working capital. The applicable measures comprise financing activi- ties through equity or debt instruments, improvements in the expenditure structure, optimization of inventories and management of supplier conditions.

windeln.de SE is not subject to any capital requirements under its articles of incorporation and bylaws.

The Group permanently monitors its liquidity position through rolling forecasts and manages actively the amount of its net working capital, in particular the amount of inventories on stock. In 2020, an automated purchasing tool was implemented in order to optimize procurement and the storage period using inventory turnover ranges.

8.11. Non-financial liabilities

Non-current non-financial liabilities do not exist. Current non-financial liabilities break down as follows:

in EUR thousand

Liabilities from customs authorities................................................................................................ Liabilities from social security, wage and church taxes .................................................................... VAT liabilities .................................................................................................................................... Current non-financial liabilities ................................................................................................

8.12. Income taxes and deferred taxes

Accounting policy

Dec 31, 2020

264 233 204 701

Dec 31, 2019

131 237 183 551

The tax expense for the period comprises current and deferred taxes. Taxes are recognized in the statement of com- prehensive income unless they relate to items recognized directly in equity or in other comprehensive income, in which case the taxes are recognized in equity or in other comprehensive income.

The current tax expense is calculated using the tax laws of the countries in which the legal entities operate and gener- ate taxable income effective as of the end of the reporting period. Management regularly reviews the tax declara- tions, above all as regards matters open to interpretation and, where appropriate, recognizes liabilities based on the amounts that are expected to be payable to the tax authorities.

Deferred tax is measured using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period and that are expected to apply to the period when the asset is realized or the liability is settled.

Deferred tax is recognized for all temporary differences between the tax base of the assets and liabilities and their car- rying amounts in the IFRS financial statements as well as for unused tax losses (liability method).

If, however, deferred tax arises from the initial recognition of an asset or liability as part of a transaction other than a business combination, which as of the date of the transaction has no effect on the accounting or taxable profit or loss, a deferred tax item is not recognized on the date of initial recognition or subsequently. In addition, no deferred tax liabilities are reported upon initial recognition of goodwill, if no goodwill is recognized in tax books. Deferred tax liabil- ities for taxable temporary differences associated with investments in subsidiaries are recognized unless the timing of the reversal of the temporary differences can be controlled by the Group and it is probable that the temporary differ- ences will not reverse in the foreseeable future. Deferred tax assets are only recognized on temporary differences or unused tax losses if there is reasonable assurance that they will be realized in the near future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

F-39

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off the recognized amounts and the deferred tax assets and liabilities relate to income taxes levied by the same tax authority and either relate to the same taxable entity or different taxable entities which intend to settle on a net basis.

The expected Group tax rate is calculated for each year using a mixed calculation of the individual tax rates of all com- panies included in the consolidated financial statements.

Recognition in group financial statements

The major components of income tax expense and benefits for the financial years 2020 and 2019 are:

in EUR thousand 2020

Current income taxes........................................................................................................................ Actual income taxes .......................................................................................................................... Deferred taxes from temporary differences ..................................................................................... Deferred taxes from tax losses ......................................................................................................... Deferred taxes ................................................................................................................................ Income tax benefit (-) and expense (+) .............................................................................................

thereof from continuing operations ............................................................................................... thereof from discontinued operations ............................................................................................

2019

Current taxes in Germany are calculated by applying a uniform corporate income tax rate including solidarity sur- charge of 15,8 % (2019: 15.8 %) to distributed and retained profits. In addition to corporate income tax, trade tax is levied on profits generated in Germany. Taking into account the non-deductibility of trade tax as a business expense, the average rate for trade tax is 17,0 % (2019: 17.0 %), resulting in an overall tax rate in Germany of 32,9 % (2019: 32.9 %). windeln.de SE’s deferred tax assets and liabilities were measured using the aggregate tax rate of 32,9 % (De- cember 31, 2019: 32.9 %).

To calculate current taxes and deferred tax assets and liabilities in other countries, the following tax rates are applied:

 Romania – 16.0 %

 Spain – 25.0 %

 China – 5 %

F-40

7 -1 -3 -4 3 3 –

8 -1 – -1 7 7 –

A reconciliation of income tax expense and the result of multiplying the result for the year with the effective tax rate of the Group for the financial years 2020 and 2019 is as follows:

in EUR thousand

Earnings before income taxes ................................................................ Expected income tax benefit (-) and expense (+) ................................

Unused tax losses without deferred tax assets................................

2020

2019

from continuing operations

-8,736 -3,169 3,076

from discontinued operations

-5,008 -1,654 1,654*

–

1 – – – –

-1 0 33.03% 0.0%

from continuing operations

-11,160 -3,493 3,628

–

– 109 -278 105 -63 -1 7 31.3% -0.0%

from discontinued operations

-3,445 -1,140 1,131

–

6 – – – – 3 0

33.08% 0.0%

Loss carryforwards with recognition of deferred tax assets

from excess liabilities .............................................................................................7..5.

Unrecognized deferred tax assets arising on temporary

differences ................................................................................................ -153

Goodwill impairment ...............................................................................................–.

Transaction costs recognized in equity ................................................................

Non-deductible operating expenses ................................................................

Tax-free foreign dividends ................................................................

Other effects ................................................................................................

Effective tax benefit (-) and expense (+) ................................................................ 3

Expected tax rate (in %) ................................................................ 36.3%

Effective tax rate (in %).....................................................................................-.0...0..%.....

* Amount mainly related to tax loss carry forwards which stay usable in continuing operations.

F-41

– 56 – 118

Deferred taxes break down as follows as of the reporting date:

in EUR thousand Dec 31, 2020

Dec 31, 2019

from continuing operations

Tax-loss carry-forwards...................................................................................5..2..,.7..2..2....

from discontinued operations

903 – – – 4 – – – – 907 – 4 – 4

903 –

–

from continuing operations

47,905 80 28 3 150 25 – 99 5 48,295 129 184 17 330

47,965 –

–

from discontinued operations

920 – – – 11 – – – – 931 – 10 – 10

921 –

–

Inventories ................................................................................................

Other current provisions................................................................

Other current financial liabilities ................................................................

Current financial liabilities ................................................................

Non-current financial liabilities................................................................

Trade receivables ................................................................................................ Intangible assets ................................................................................................ Other................................................................................................ – Deferred tax assets ....................................................................................5..3..,.5..9.4.... Intangible assets ................................................................................................ – Fixed assets ................................................................................................ 967 Other................................................................................................ 1

Deferred tax liabilities ................................................................

After netting:

Deferred tax assets (total)................................................................ Deferred tax liabilities (total) ................................................................

Thereof recognized in the statement of financial position (deferred tax assets)................................................................

Thereof recognized in the statement of financial position (deferred tax liabilities) ................................................................

968

52,626 –

–

From continuing operations, German loss carry-forwards for corporate income tax totaled EUR 162,216 thousand (De- cember 31, 2019: EUR 147,274 thousand), German loss carry-forwards for trade tax totaled EUR 158,780 thousand (December 31, 2019: EUR 144,075 thousand), and foreign tax-loss carry-forwards totaled EUR 58 thousand (December 31, 2019: EUR 155 thousand).

In China, a tax-loss carry-forward was incurred for the first time in 2019. Tax-loss carry-forwards in China can be offset against future profits within the next five years. The existing cost-plus agreement allows the carryforwards to be used successively. As of December 31, 2019, deferred tax assets in the amount of EUR 9 thousand were not recognized due to existing uncertainties about the development of the business. As these uncertainties have ceased to exist in 2020 with the establishment of a new team in China, deferred tax assets of EUR 3 thousand were recognized as of Decem- ber 31, 2020.

From discontinued operations, foreign tax-loss carry-forwards totaled EUR 3,613 thousand (December 31, 2019: EUR 3,680 thousand). No deferred tax assets were recognized on foreign tax-loss carry-forwards in Spain due to the loss histories of Bebitus Retail S.L.U. Tax-loss carry-forwards in Spain can be used for an unlimited period. Due to the existing cost-plus-agreement, carry-forwards can be utilized gradually. Unrecognized deferred tax assets on tax-loss

F-42

175

551

carry-forwards as of December 31, 2020 amounted to EUR 903 thousand in Spain (December 31, 2019: EUR 920 thou- sand).

Due to the liquidation of windeln.ch AG, all tax-loss carry-forwards have expired. As in the prior year, there are no loss carry-forwards in Romania.

As of December 31, 2020 and 2019, no deferred tax liabilities were recognized on temporary differences associated with investments in subsidiaries (2020: EUR 1 thousand; 2019: EUR 0 thousand).

Significant accounting judgments and estimates

Deferred tax assets are recognized for all unused tax losses to the extent that it is more probable than not that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to de- termine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. If the actual results were to differ from management’s ex- pectations, this could have an adverse effect on financial performance, financial position and cash flows.

9. Notes to the consolidated statement of comprehensive income 9.1. Revenues and other operating income

Accounting policy

Revenue and other operating income are recognized when the performance obligations of the customer contract are satisfied, in accordance with the provisions of IFRS 15. A performance obligation is satisfied when the customer ob- tains control of the promised goods or the promised service. Revenue from the sale of goods is recognized when the goods have been delivered and the risks of ownership of the goods have been transferred to the buyer. Revenue from the rendering of services is recognized over the period in which the services are rendered. For the Group’s services, this mainly involves parcel inserts and marketing campaigns and/or online advertising (using banners) for which con- sideration is paid.

Revenue is recognized in the amount of the transaction price of the customer contract, excluding taxes and other du- ties. Revenue is recorded net of sales deductions and expected returns. The transaction price is allocated to the single performance obligations of the customer contract.

Receivables from customers are generally due for immediate repayment. End customers are granted a payment term of 14 days for goods purchased on account. If customer payment transactions are made with payment service suppli- ers, the maximum payment term is 21 days from the order date.

Except for cash in advance transactions, customer payments for all payment methods are executed through payment service providers. Depending on the provider, payment terms may vary for both the end customer (up to 14 days after the order date for the payment transaction “payment on account”) and windeln.de (up to 21 days after the order date for small transactions). Receivables from customers do not include financing components, they are not variable.

Management has analyzed its business relationships to determine if the Group is acting as a principal or an agent. Management has concluded that the Group is acting as a principal in all of its revenue arrangements with end cus- tomers. In transactions with corporate customers, windeln.de may act as either principal or agent. In agent transac- tions, only commission fees are recognized as revenues.

Expected returns

Customers are generally granted a 14 to 30-day right of return for sales transactions in our own webshops. In the Christmas business, return periods are partially extended. The expected return of goods after the end of the reporting period is shown on a gross basis in the statement of comprehensive income, with revenue reduced by the amount of expected returned revenue estimated on the basis of historical return rates. The outflow of goods recognized in profit or loss upon dispatch of the goods is corrected by the estimated amount of returns. A right to recover from the cus- tomer possession of the goods delivered is recognized in other current non-financial assets, and a refund obligation to the customer for the amount of the purchase price is recognized in other current financial liabilities.

F-43

Irrespective of the right of return, windeln.de meets statutory warranty obligations. No guarantees are granted be- yond the minimum statutory requirements. Warranty claims from customers are refunded by windeln.de, and then recharged to the original equipment manufacturer.

Loyalty bonus programs

windeln.de Group offers loyalty bonus programs that allow customers to collect loyalty points each time they shopped or each time they made a successful referral. Additionally, loyalty points are granted for reasons of goodwill. The loy- alty points collected can be used to obtain rebates on future purchases within 24 months. Unredeemed loyalty points qualify as an unsatisfied performance obligation, that no revenue is recognized for.

The transaction price of the customer contract is allocated between the products sold and the loyalty points issued, with the transaction price allocated to the points equal to their relative stand-alone selling price. The relative stand- alone selling price of the points is calculated based on the rebates granted when redeeming the loyalty points, taking historical redemption rates into account. The relative stand-alone selling price of the points issued is deferred, thus reducing revenue, and recognized as revenue when the points are redeemed or when they expire.

Customer benefit plans

A baby starter box (“Storchenbox”) contains basic equipment for babies and additionally vouchers that can be re- deemed in a future purchase with a discount. The upfront fees generated from the sale of the customer benefit plans qualify as an unsatisfied performance obligation. They are deferred within deferred revenues, and recognized as a one-time revenue on the day of the voucher redemption.

Recognition in group financial statements

Revenues

The Group’s revenue is mainly generated through the sale of baby and toddler products in Germany, China and other European countries.

in EUR thousand

Revenues from continuing operations by type

Revenue from the sale of merchandise ............................................................................................ Revenue from other services ............................................................................................................ Revenue from sales commissions .....................................................................................................

2020

75,772 214 81 76,067

2019

69,754 392 – 70,146

In 2020, three transactions with corporate customers were structured as commission business and recognized in the income statement accordingly. Geographic regions correspond to our operating segments (see note 5) and are there- fore no longer disclosed.

Contract assets as conditional right to consideration for the transfer of goods do not exist. Refund obligations for re- turns are recognized within other current financial liabilities and amount to EUR 65 thousand as of December 31, 2020, (December 31, 2019: EUR 61 thousand). The corresponding right to recover possession of goods is recognized within current non-financial assets and amounts to EUR 72 thousand as of December 31, 2020, (December 31, 2019: EUR 94 thousand).

Contract liabilities are summarized within deferred revenues that represent the Group’s unsatisfied performance obli- gations to customers. They stem from customer credits due to prepayments for outstanding shipments, purchased vouchers, loyalty bonuses and prepaid but unfulfilled performance obligations from customer benefit plans. Contract liabilities developed as follows:

F-44

in EUR thousand

for outstanding for purchased shipments vouchers

for loyalty bonuses

195

122

for customer benefit plans

27 20 12

4 8

Deferred revenues

As of January 1, 2019 .............................................................1..,.111 248 thereofrecognizedasrevenuein2019*...............................1.,111 150 As of December 31, 2019 ................................ 2,005 180 thereofrecognizedasrevenuein2020*...............................2.,005 131 As of December 31, 2020 ................................ 2,001 132

* comprises both revenues from continuing and discontinued operations

As an additional contract liability, accrued losses from rebate obligations to customers in the amount of EUR 8 thou- sand are recognized within provisions (December 31, 2019: EUR 9 thousand, see note 8.9).

The satisfaction of performance obligations from outstanding shipments generally happens within few days after the balance sheet date. Performance obligations from purchased vouchers are satisfied within the statutory period of lim- itation. For loyalty bonuses, performance obligations exist for a maximum of 24 months, for customer benefit plans for a maximum of 36 months. The transaction price of the respective performance obligations is the prepaid fee from customers. The transaction price of performance obligations from loyalty bonuses is furthermore determined upon historical redemption rates.

There are no unsatisfied performance obligations, that are not included in the transaction prices. The practical expe- dient of IFRS 15.121 is not applied.

Other operating income

in EUR thousand 2020

2019 R

383 116 227 307 146 207

30 – 2 28 21 108 809 766

Gains from currency differences....................................................................................................... Time-barred customer overpayments or liabilities to suppliers ....................................................... Income from subleases ..................................................................................................................... Government assistance .................................................................................................................... Income from sales to suppliers ......................................................................................................... Other................................................................................................................................................. Other operating income from continuing operations ................................................................

Significant accounting judgments and estimates

The obligations from the loyalty points program are measured based on various estimates and assumptions. Pursuant to IFRS 15 “Revenue from Contracts with Customers”, loyalty points issued and not yet redeemed are recognized at the relative stand-alone selling price. The relative stand-alone selling price of a loyalty point is calculated based on the selling prices of the respective bonus products. Loyalty points likely to expire are not deferred. The estimate of loyalty points likely to expire is based on the redemption rates observed to date, taking into account the rules for taking part in loyalty points program.

To estimate the expected returns after the end of the reporting period, the revenue recorded in the period of the right of return was calculated and measured taking into account the historical return rates.

9.2. Operating expenses

Accounting policy

Operating expenses are recognized in profit or loss when the purchased item is received or when a service is ren- dered.

F-45

Recognition in group financial statements

in EUR thousand

Cost of sales from continuing operations

Cost of materials ............................................................................................................................... Handling fees .................................................................................................................................... Personnel expenses .......................................................................................................................... Amortization and depreciation ......................................................................................................... Other cost of sales ............................................................................................................................

Selling and distribution expenses from continuing operations

Personnel expenses .......................................................................................................................... Logistics expenses ............................................................................................................................. Marketing ......................................................................................................................................... Sales commissions and compensation for expenses ........................................................................ Amortization, depreciation and impairments................................................................................... IT environment ................................................................................................................................ Payment processing .......................................................................................................................... External services ............................................................................................................................... Rental expenses ................................................................................................................................

thereof warehouse rent..................................................................................................................

Bad debts/valuation allowances ....................................................................................................... Other selling and distribution expenses ...........................................................................................

Administrative expenses from continuing operations

Personnel expenses .......................................................................................................................... Legal and consulting costs ................................................................................................................ IT environment ................................................................................................................................ Closing expenses and audit fees ....................................................................................................... Amortization, depreciation and impairments................................................................................... Supervisory board remuneration including out-of pocket expenses................................................ External services ............................................................................................................................... Insurance .......................................................................................................................................... Rental expenses ................................................................................................................................ Other administrative expenses .........................................................................................................

Other operating expenses from continuing operations.................................................................... Losses from currency differences ..................................................................................................... Losses from the disposal of non-current assets................................................................................

Expenses for defined benefit obligations and other accrued employee benefits in EUR thousand

Wages and salaries ........................................................................................................................... Share-based payments ..................................................................................................................... Social security expenses ................................................................................................................... Personnel expenses ...................................................................................................................

2020

58,552 759 436 40 96 59,883

5,861 5,442 2,571 1,282

891

715

678

514

509

379

107

468

19,038

3,550 757 453 242 234 192 178 145 102 466 6,319

304 1 305

2020

10,237 57 1,439 11,733

2019 R

51,100 383 552 63 81 52,179

5,502 7,902 2,814

526 1,276 249 868 621 1,535 1,367 245 169 21,707

4,219 766 893 261 802 227 69 161 119 483 8,000

118 – 118

2019

10,937 38 1,514 12,489

F-46

thereof from continuing operations ............................................................................................... 9,847 10,273 thereof from discontinued operations............................................................................................ 1,886 2,216

In 2020, the Group had an average of 211 employees (2019: 216). The contributions to the statutory pension insur- ance schemes amount to EUR 577 thousand (2019: EUR 711 thousand).

In the past the Company issued virtual stock options, stock options, and restricted stock units to various employees as remuneration components, see note 8.8.

9.3. Financial result

Accounting policy

Using the effective interest method, interest is recognized as an income or expense in the period in which it is in- curred.

Recognition in group financial statements

in EUR thousand 2020

Interest and similar income ..............................................................................................................

Financial income from continuing operations.............................................................................

Interest expense on lease liabilities ................................................................................................ Other interest and financial expenses .............................................................................................. Financial expenses from continuing operations.......................................................................... Financial result from continuing operations ...............................................................................

9.4. Earnings per share

Accounting policy

2019 R

Recognition in group financial statements

Basic earnings per share

Profit or loss from continuing operations (in EUR thousand) Profit or loss from discontinued operations (in EUR thousand) Profit or loss for the period (in EUR thousand)

Basic weighted average number of shares (thousands) Earnings per share from continuing operations (EUR) Earnings per share from discontinued operations (EUR) Earnings per share (EUR))

2020

-8,740

-5,008 -13,748 8,015 -1.10 -0.62 -1.72

2019 R

-11,167 -3,445 -14,612 2,584 -4.32 -1.34 -5.66

71 2 73 -68

68 – 68 -68

Basic earnings per share is the Group’s net profit for the period attributable to the shareholders divided by the weighted average number of shares in circulation during the reporting period. Treasury shares do not qualify as shares in circulation and are therefore excluded from the weighted average number of shares during the period, in which they are held by the company.

The diluted earnings per share is calculated by dividing the net profit for the period attributable to shareholders by the weighted average number of shares in circulation during the reporting period plus the share equivalents that re- sult in dilution. If the number of ordinary shares outstanding increases as a result of a share split or decreases as a re- sult of a reverse share split (capital decrease), the calculation of earnings per share for all periods presented is adjust- ed retrospectively.

Potential ordinary shares are antidilutive when their conversion to ordinary shares would increase earnings per share or loss per share from continuing operations.

F-47

As per IAS 33, the impact potential ordinary shares were not considered in the determination of diluted earnings per share if they were antidilutive. Therefore, diluted earnings per share equal basic earnings per share.

10. Leasing

Accounting policy

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

 fixed payments less any lease incentives receivable,

 variable lease payment that are based on an index, initially measured using the index as at the commencement

date,

 amounts expected to be payable by the Group under residual value guarantees,

 the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and

 payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily deter- mined, the lessee’s incremental borrowing rate is used, being the rate that windeln.de would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Right-of-use assets are measured at cost comprising the following:

 the amount of the initial measurement of lease liability,

 any lease payments made at or before the commencement date less any lease incentives received,

 any initial direct costs, and

 expected costs restoration or disassembling if contractually required.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciat- ed over the underlying asset’s useful life.

Payments associated with short-term leases and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets have a value of up to EUR 5,000.

Recognition in group financial statements

As of December 31, 2020, there are agreements for software, furniture and fixtures (including vehicles) and office spaces that qualify as leases under IFRS 16. Some of the lease agreements renew automatically, if not cancelled within a certain cancellation term. Some of the agreements contain renewal options. Variable lease obligations do not exist. There were no sale and leaseback transactions in 2020.

Until August 2020, unused office spaces were sublet, whereby not all of the risks and rewards of the underlying lease agreement were transferred to the sublessee.

Right-of-use assets have developed as follows:

F-48

in EUR thousand

Carrying amount as of January 1, 2019 ................................................................

Software 31

Furniture and fixtures

– 111 -42 – 107 – 54 -59 -5 97

2020

620

-2 2,707 -1,109 -1,029 -80 80 2,296

Office spaces 1,057

-2 25 -626 – 454 -2 1,329 -545 -12 1,224

2019 1,164

-2 127 -744 -669 -75 75 620

Currency differences................................................................................................

Additions ................................................................................................................................ Depreciation, amortization and impairment ................................................................ Disposals ................................................................................................................................ Carrying amount as of December 31, 2019 ................................................................ Currency differences................................................................................................

Additions ..............................................................................................................................1..,829 Depreciation, amortization and impairment ................................................................ -135 Disposals ................................................................................................................................ – Carrying amount as of December 31, 2020 ................................................................ 1,707

Lease liabilities have developed as follows:

in EUR thousand

Carrying amount as of January 1 ................................................................................................

thereof repayment .........................................................................................................................

thereof interest ..............................................................................................................................

Interest expense on lease liabilities ................................................................................................

Carrying amount as of December 31 ..........................................................................................

–

– -18 – 13 –

The current portion of the lease liabilities amounts to EUR 603 thousand. The non-current portion of the lease liabili- ties amounts to EUR 1,693 thousand.

Further disclosures:

in EUR thousand 2020

2019

Expense for short-term leases with lease terms between one and twelve months......................... Expense for low-value leases with lease terms of more than twelve months................................ Income from subleasing right-of-use assets .....................................................................................

Significant accounting judgments and estimates

– 125 147

26 136 142

The carrying amounts of lease liabilities and right-of-use assets are highly dependent on expected lease terms and the expected use of renewal options. Both expectations represent an accounting judgment that is reviewed by the Group’s management at each closing date.

If the interest rate implicit in the lease agreement cannot be readily determined, the Group’s incremental borrowing rate is applied. Currently, the Group has no interest-bearing liabilities; therefore, the determination of the incremental borrowing rate is subject to estimates.

11. Financial risk management

The Group is exposed to various financial risks (market risks comprising currency and interest rate risk, credit risk and liquidity risk) on account of its business activities. The Group’s risk management system focuses on the unpredictabil- ity of developments on financial markets and aims at minimizing potential adverse effects on the financial position of the Group.

F-49

Risk management is performed by the corporate finance department. As in the prior year, a Risk Coordinator assumes that function as part of the finance division and the function of treasury management. Both the Risk Coordinator and the Treasury Manager identify and assess financial risks in close cooperation with the Group’s operating units. The management board prescribes the principles for Group-wide risk management. Additionally, the management board prescribes policies for certain risks, such as financing activities with equity and debt instruments, measures on hedging risks from foreign currencies, interest rate and credit risks; and the use of derivative and non-derivative financial in- struments.

The main financial liabilities used by the Group comprise lease liabilities, trade payables and other financial liabilities. The main purpose of these financial liabilities is to finance the Group’s operations and to provide guarantees to sup- port its operations. The Group has trade receivables and other financial receivables as well as cash and cash equiva- lents resulting directly from its operating activities, from cash received from shareholders in financing rounds.

11.1. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of chang- es in market prices. Market risks include interest rates, currency and other price risks.

11.1.1 Currency risk

Accounting policy

The Group entities each prepare their financial statements in the currency of the primary economic environment in which the respective entity operates (functional currency). Transactions in foreign currencies are initially translated to the functional currency using the respective spot rate prevailing on the date of the transaction. Monetary assets and liabilities in foreign currencies are translated to the functional currency as of the end of each reporting period using the respective spot rate. The related translation differences are recognized in profit or loss. In addition, non-monetary items measured at fair value are translated using the spot rate on the date of measurement at fair value.

For the purpose of preparing the consolidated financial statements, the assets and liabilities of subsidiaries whose functional currency is not the Euro are translated to Euro at the spot rate prevailing as of the end of the reporting pe- riod. Items in the statement of comprehensive income are translated to Euro using the average rate for the respective financial year. The equity of the subsidiaries is translated at the corresponding historical rates. The currency differ- ences resulting from currency translation are reported as an adjustment item from the translation of foreign currency financial statements within accumulated income and expenses directly in equity.

The exchange rates of the main currencies relevant for currency translation developed as follows:

Country Currency

People’s Republic of China..........................C..N..Y.. Romania ......................................................R..O..N......

Recognition in group financial statements

Average rate (1 EUR = 1 CU FC)

Closing rate

(1 EUR = 1 CU FC)

2020

7.8747 4.8383

2019

7.7355 4.7453

Dec. 31, 2020

8.0225 4.8683

Dec. 31, 2019

7.8205 4.7830

The currency risk can be broken down into two types of risk – the transaction risk and the translation risk.

The translation risk describes the risk of changes in the items in the statement of financial position and income state- ment of a subsidiary due to exchange rate changes when translating the local separate financial statements into the Group’s currency. The changes caused by currency fluctuations from the translation of items in the statement of fi- nancial position are presented in equity. The windeln.de Group is currently exposed to such a risk at two of its subsidi- aries, although the risk to the Group is classified as low on account of the size of these entities. These four entities are merely service companies without their own external revenues. Currently, this risk is not hedged.

The transaction risk relates to the fact that exchange rate fluctuations can lead to changes in value of future foreign currency payments. The Group has international operations and as a result is exposed to a currency risk based on the exchange rate changes of various foreign currencies.

F-50

windeln.de SE generates revenues in China through the Chinese Tmall platform (https://windelnde.tmall.hk). Transac- tions are concluded in Renminbi Yuan (CNY). Receivables from customers arise in CNY, incoming customer payments are converted to EUR by the payment provider. Since the end of 2020, windeln.de SE has also been generating sales revenues in China via the Chinese platform JD.com (http://windeln.jd.hk/). Transactions take place in Renminbi Yuan (CNY). Customer receivables arise in CNY, incoming customer payments are converted into USD by the platform oper- ator. In both cases, the company does not hold any cash in CNY. Due to the short payment terms and the low level of receivables in CNY, there are only minor foreign currency risks that have not yet been hedged. Sales to Chinese cus- tomers via the shop "www.windeln.com.cn" are made exclusively in EUR.

Furthermore, in the “www.windeln.ch”, shop, windeln.de SE generates revenues in Swiss francs (CHF), cost of sales and operating expenses, however, are primarily incurred in EUR. The arising foreign exchange risks are currently not hedged.

The windeln.de Group also currently undertakes procurement in other currencies. The Group uses regular analyses to monitor the volume of these purchases.

For the presentation of market risks from financial instruments, IFRS 7 requires sensitivity analyses that show the im- pact of hypothetical changes in relevant risk variables on profit or loss for the period and on equity. The following analysis is one-dimensional and does not take tax effects into account. The table shows the positive and negative ef- fects if the Euro were to gain or lose 10 % in value against the currencies shown, if all other variables were to remain constant. Currency gains and losses on trade receivables and trade payables denominated in foreign currencies affect net profit, which is then reflected in the same way in equity. Apart from these currency effects, there are no other ef- fects on equity with regard to financial instruments.

Financial assets (+) Currency or liabilities (-)

exposed for foreign exchange risks

CHF................................................................ 882 USD ................................................................ 617 CNY ................................................................ 146 RON................................................................ -34

FX rate as per December 31, 2020 (1 EUR = 1 CU FC)

1.0802 1.2271 8.0225 4.8683

Effect on net profit 2020 at +10 % (in EUR thousand)

-79 -56 -8 8

Effect on net profit 2020 at -10 % (in EUR thousand)

96 69 10 -8

The Group’s risk from exchange rate fluctuations for all other currencies not presented here is of no material signifi- cance.

Since forward exchange contracts to hedge cash flows or net investments in foreign subsidiaries do not exist, there are no related earnings effects on equity based on the sensitivity analysis.

11.1.2 Interest rate risk

The interest rate risk involves the influence of positive or negative changes in interest on the earnings, equity or cash flow for the current or future reporting period.

As of December 31, 2020 and 2019, there are no financial debts or financial investments. Therefore, there are no in- terest rate risks from these financial instruments. Negative interest rates on bank deposits impose an interest rate risk; however, due to the cash amount as of December 31, 2020, the risk is regarded insignificant.

11.2. Credit risk

Credit risk, otherwise known as default risk, is the risk that a counterparty will not meet its obligations under a finan- cial instrument or customer contract, leading to a financial loss. The scope of the credit risk of the windeln.de Group equals the sum of the trade receivables, other financial assets, and cash and cash equivalents. The maximum credit risk in the event of default by a counterparty is the carrying amount of all these named classes of financial asset as of the respective reporting date. There are no material concentration risks for the windeln.de Group.

Default risks for the windeln.de Group mainly relate to trade receivables from private end customers and payment providers. In order to reduce default risks, only safe payment methods are applied, e. g. credit card transactions with

F-51

3D Secure or PayPal transactions with seller protection. Trade receivables arising in connection with the “purchase on on account” and “direct debit” transactions are sold to a third-party provider as they arise. Larger sales transactions always require payments in advance. The default risk relating to payment providers is mitigated through diversifica- tion of the number of providers. Outstanding receivables from customers are monitored on a regular basis and go through a three-stage dunning process. In addition, a framework agreement with a collection service provider has been concluded. To reduce the credit risk, flatrate specific bad debt allowances are recognized for overdue receiva- bles, and expected credit losses are recognized for undue receivables. Overdue receivables that have still not been paid after dunning and remitted positions from the collection service provider are derecognized in full and expensed.

Furthermore, there is a risk in relation to a potential default on receivables from suppliers, especially in the case of advance payments or other advance services. In the event of a change in payment method to cash in advance, an in- ternal approval process is implemented, which requires approval by the Executive Board. In principle, the number of advance payment suppliers is kept as low as possible, also due to the high liquidity commitment.

In addition, there is a credit risk for cash and cash equivalents that banks can no longer meet their obligations. This credit risk is mitigated by spreading deposits between a number of banks with good credit ratings.

11.3. Liquidity risk

The liquidity risk is the risk that the Group may not be in a position to settle its financial liabilities when they fall due. For this reason, the main objective of liquidity management is to ensure the Group’s ability to pay at all times. The Group continually monitors its risk of a shortage of funds using liquidity planning. This takes into consideration cash received and paid for financial assets and financial liabilities as well as expected cash flows from operating activities. Cash flow forecasts are prepared at Group level. Momentarily, sufficient cash deposits are available in order to cover net cash outflows from operating activities. Depending on the business development, the Group may need further fi- nancial funding until the achievement of positive cash flows; either in form of equity instruments or debt instruments in order to secure the Group’s solvency and to have a liquidity buffer. Currently, there is a risk of internal financing on- ly, as the Group currently has no external credit lines available. The Group continues to be in contact with investors with respect to further financing rounds to ensure sufficient liquidity. There is no guarantee that further rounds of fi- nancing will occur in sufficient amounts. If the Group does not obtain sufficient further financing, the Group's ability to continue as a going concern cannot be assured.

The following table shows the Group’s financial liabilities broken down by maturities based on the remaining term as of the respective reporting date and the contractually agreed undiscounted cash flows. All on-demand financial liabili- ties are always allocated to the earliest possible date. Any variable interest payments from the financial instruments are calculated using the interest rates which were last fixed before the respective reporting date.

in EUR thousand

Less than 3 months

3 months up to 1 year

805 602 – 203

More than 1 year

1,811 1,811 – –

As of December 31, 2020................................................................................................ 5,335 Lease liabilities................................................................................................ 111 Trade payables................................................................................................ 3,470 Other financial liabilities ................................................................................................ 1,754

12. Related party disclosure

Related parties are all persons and companies that control the Group or exercise significant influence over it. This in- cludes the Group’s key management personnel, companies that are under the control or significant influence of such persons, close family members of such persons, and major shareholders of windeln.de SE.

Pursuant to the principles in IAS 24, the members of the management board and the supervisory board of win- deln.de SE are classified as key management personnel. The composition of the management board and the supervi- sory board as well as the benefits granted are described under note 13. Since his appointment as member of the man- agement board on March 16, 2020, Mr. Xiaowei Wei is a related party. Ms. Irene Tang and Mr. Maurice Reimer qualify as related parties since their election as supervisory board members on June 24, 2020.

No shareholder of windeln.de SE has a direct or indirect significant influence on the Group. A significant influence is assumed if more than 20 % of the voting rights are held directly or indirectly.

F-52

Information about the Group’s structure and subsidiaries are presented under note 6.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made at terms equivalent to those that prevail in arm’s length transactions. If outstanding balances exist at the year-end, those are unsecured, interest free and settlement is made in cash. There have been no guarantees provided or received for any related party receivables or payables. No im- pairment losses were recognized on receivables from related parties in the financial years 2020 and 2019.

Transactions with key management personnel

In addition, key management personnel of the Group purchased goods with a value of less than EUR 1 thousand in the ordinary course of business in fiscal year 2020 (2019: EUR 1 thousand). As of December 31, 2020 and 2019, there were no outstanding receivables from the sale of goods from key management personnel.

Remuneration granted to members of the management board and supervisory board are described in the Group management report under 9. Remuneration report.

Management board

Below, the expense recognized in the financial years 2020 and 2019 is broken down by type of compensation:

in EUR thousand Total 2020

Short term benefits................................................................................................ 995 Long term benefits................................................................................................ -218 share based payments ................................................................................................ 45 Post employment benefits................................................................................................ 250 Total ................................................................................................ 1,072

Total 2019

1,024 655 39 – 1,718

The income in position long term benefits (EUR 218 thousand) is attributable to the termination of the Executive Board mandate of Charles Yan.

Supervisory board

Supervisory board compensation was amended by the Annual General Meeting held on June 25, 2018, and comprises defined, non-performance-based annual payments. It is based on the responsibility and scope of activities of each su- pervisory board member. Supervisory board members, who only exercise their office as a supervisory board member or chairman for part of the financial year, receive a corresponding percentage of the compensation. The compensa- tion for the supervisory board members falls due after the shareholder meeting that takes receipt of or decides on the approval of the consolidated financial statements for the financial year for which the compensation is being paid.

The annual supervisory board remuneration amounts to EUR 25 thousand or EUR 60 thousand in the case of the chairman. Committee members receive an additional annual payment of EUR 5 thousand, the chairman of a commit- tee receives twice that amount. As from July 1, 2020, the annual supervisory board remuneration amounts to EUR 15 thousand or EUR 30 thousand in the case of the chairman. Committee members receive an additional annual payment of EUR 3 thousand, the chairman of a committee receives twice that amount. In addition to the aforementioned com- pensation, appropriate out-of-pocket expenses incurred in connection with supervisory board activities are refunded, as well as VAT on the compensation and the out-of-pocket expenses if incurred by foreigners who are not liable to German tax.

A total expense of EUR 192 thousand was recognized for supervisory board compensation for the financial year 2020 (2019: EUR 227 thousand).

F-53

The supervisory board members are covered by a Group D&O insurance policy.

Transactions with other related parties

In the financial years 2020 and 2019, no goods were sold close family members of key management personnel in the normal course of business. In the financial years 2020 and 2019, there were no loans from or to related parties.

13. Corporate boards 13.1. Management board

Name

Dr. Nikolaus Weinberger

Matthias Peuckert

Xiaowei Wei

(since March 16, 2020)

Zhixiong Yan

(until March 13, 2020)

14. Supervisory board Name

Clemens Jakopitsch, Chairman

Weijian Miao, Deputy chairman

Irene Tang

(since June 24, 2020) Maurice Reimer (since June 24, 2020)

Profession

External mandates

windeln.de SE and responsible for None

CFO of

Finance

Communication,

Resources,

Management, Business Intelligence and Facility Management units

CEO of windeln.de SE and responsible for None Marketing, Category Management, Logistics,

Customer Service, Procurement, Strategy and

Projects units

Member of the management board of None windeln.de SE and responsible for the

strategy and development of new sales

channels in the Chinese market

Member of the management board of None windeln.de SE and responsible for the

strategy and development of new sales

channels in the Chinese market

Profession

Independent business consultant

Business owner

& Controlling, Legal Affairs,

Corporate Human Product

Technology,

External mandates

– mybet Holding SE (deputy chairman of the supervisory board)

– United Mobility Technology AG (deputy chairman of the supervisory board)

– Nanorepo AG (member of the supervisory board)

– Sinrich (Hong Kong) Group Co., Ltd. (Chairman of the board of directors)

– Shanghai Shunzhen Investment Co., Ltd. (Chairman of the board of directors)

– Jiangsu Xinbang Finance Leasing Co., Ltd. (Chairman of the board of directors)

– Jiangsu Tenghai Finance Leasing Co., Ltd. (Chairman of the board of directors)

Professional investor None

Managing Director of Hauptstadt Ruschestrasse 103 GmbH

– Hauptstadt Mobile HM GmbH (Managing Director)

– Hauptstadt Immobilien HI GmbH (Managing Director)

– Datedicted GmbH (Managing Director)

– Hauptstadt Capital HC UG (Managing Director)

F-54

Name

External mandates

– Mybet SE (member of the supervisory board)

Consultant None

Profession

Xiao Jing Yu Tomasz Czechowicz

Willi Schwerdtle, Chairman

(until June 24, 2020) Dr. Edgar Carlos Lange (until June 24, 2020)

Chief Executive Officer at MCI Capital S.A., MCI Capital TFI S.A. and Private Equity Managers S.A.

Independent business consultant, Partner at WP Force Solutions GmbH

CFO at Lekkerland AG & Co. KG (until April 30, 2020)

– ATM S.A. (member of the supervisory board)

– Mobiltek S.A. (member of the supervisory board)

– Eurokoncept Sp. z o.o. (chairman of the supervisory board)

– Wearco Sp. z o.o. (member of the supervisory board)

– IAI Sp. z o.o. (member of the supervisory board)

– Eckes AG (member of the supervisory board)

– Lekkerland Group (managing director and supervisory board member in various entities of the Group until April 30, 2020)

– Comsol AG (member of the supervisory board until May 16, 2020)

– Conway – The Convenience Company S.A. (member of the advisory board until April 30, 2020)

The profession describes the main occupation of the supervisory board member as of December 31, 2020, or at the day of resignation.

If not mentioned otherwise, external mandates comprise memberships in supervisory boards and other controlling bodies as of December 31, 2020, pursuant to Sec. 285 No. 10 German Commercial Code (HGB) and Sec. 125 No. 1 Stock Corporation Act (AktG). Additionally, they include active positions as board members or managing directors as of December 31, 2020. Non-voting positions as board observers are not disclosed as external mandates.

15. Audit fees

The expense for the auditors’ fee, KPMG AG Wirtschaftsprüfungsgesellschaft, München, including out-of-pocket- expenses, breaks down as follows:

in EUR thousand 2020

Audit services................................................................................................................................

thereof for prior years.................................................................................................................

Other assurance services .................................................................................................................. Tax advisory services ........................................................................................................................ Other services ................................................................................................................................ Total fee................................................................................................................................

16. Corporate governance declaration

2019

198

112 – – 311

149 – – – – 149

windeln.de SE has submitted the declaration of compliance with the German Corporate Governance Code required by Sec. 161 AktG and made it available to its shareholders on the website https://corporate.windeln.de/en/corporate- governance.

F-55

17. Events after the reporting date

Accounting policy

Transactions announced after the end of the reporting period but which took place in substance prior to the end of the reporting period are taken into account in the consolidated financial statements. Significant transactions that took place in substance after the end of the reporting period are explained.

Transactions after the reporting date

On January 29, 2021, windeln.de announced that Mr. Tomasz Czechowicz stepped down as a member of the supervi- sory board of windeln.de SE. The district court of Munich (Amtsgericht München) appointed Mr. Christian Reitermann as replacement in the supervisory board of windeln.de SE.

On March 4, 2021, the executive board contract with Matthias Peuckert was extended by 3 years. The contract with Dr. Nikolaus Weinberger expires on March 31, 2021. His responsibilities are assumed by the remaining members of the executive board.

On March 12, 2020, the management board of windeln.de SE decided – with approval of the supervisory board and by using the Authorized Capital 2020/I – on a capital increase of EUR 1,098,207.00 to EUR 12,080,207.00. The issue price is EUR 1.30. Gross issuing proceeds amount to EUR 1,427,669.10. In this context, a commission agreement for con- veyed subscription volume (maximum of 3% of issue volume) was signed with Clemens Jakopitsch.

Munich, March 22, 2021

Matthias Peuckert Dr. Nikolaus Weinberger Xiaowei Wei

F-56

The following English-language translation of the German-language independent auditor’s report (Bestätigungs- vermerk des unabhängigen Abschlussprüfers) refers to the consolidated financial statements, prepared on the basis of International Financial Reporting Standards as adopted by the EU, and the additional requirements of German com- mercial law pursuant to Sec. 315e (1) HGB (“Handelsgesetzbuch”: German Commercial Code), as well as the group management report, prepared on the basis of German commercial law (HGB), of windeln.de SE, Munich, as of and for the fiscal year ended December 31, 2020 as a whole and not solely to the consolidated financial statements presented in this prospectus on the preceding pages. The group management report is not part of this prospectus.

Independent Auditor’s Report

To windeln.de SE, Munich

Report on the Audit of the Consolidated Financial Statements and of the Group Management Report

Opinions

We have audited the consolidated financial statements of windeln.de SE, Munich, and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2020, and the consolidated statement of comprehensive income/loss, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from January 1 to December 31, 2020, as well as notes to the consolidated financial statements, including a summary of significant accounting policies. In addition, we have audited the group manage- ment report of windeln.de SE for the financial year from January 1, 2020 to December 31, 2020

In accordance with German legal requirements we have not audited the content of those components of the group management report specified in the annex to our auditor’s report.

In our opinion, on the basis of the knowledge obtained in the audit,

 the accompanying consolidated financial statements comply, in all material respects, with the IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e paragraph 1 HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2020, and of its fi- nancial performance for the financial year from January 1, 2020 to December 31, 2020, and

 the accompanying group management report as a whole provides an appropriate view of the Group’s position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future de- velopment. Our opinion on the group management report does not cover the content of those components of the group management report specified in the annex to the auditor ́s report.

Pursuant to Section 322 paragraph 3 sentence 1 HGB, we declare that our audit has not led to any reservations relat- ing to the legal compliance of the consolidated financial statements and of the group management report.

Basis for the Opinions

We conducted our audit of the consolidated financial statements and of the group management report in accordance with Section 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the In- stitut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those require- ments and principles are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report” section of our auditor’s report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 paragraph 2 letter f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 paragraph 1 of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the consolidated financial state- ments and on the group management report.

F-57

Material uncertainty regarding going concern

We refer to chapter 3.1 “Basis of presentation” of the notes to the consolidated financial statements, as well as the disclosures within chapter 3 “Outlook” and 6.4 “Liquidity risk” of the group management report, in which the legal representatives describe, that the group is exposed to significant uncertain-ties with respect to conduct equity financ- ing and achieve planned increases in revenues and margins as well as further planned cost reductions, whose occur- rence is mandatorily necessary to ensure the achievement of a positive net cash flow.

As part of our audit, we identified the appropriateness of the company’s ability to continue as a going concern as well as the appropriate presentation of the material uncertainty in connection with going concern in the consolidated fi- nancial statements as a significant risk and performed the following audit procedures: With the involvement of our restructuring specialists, we gained an understanding of the planning process and discussed the significant assump- tions of the planning with the responsible management. We also challenged the group’s forecasting quality by com- parison of the past’s financial years planning with the results achieved and analyzed deviations. As a result of not met forecasts, we have made, particularly for important assumptions, such as the development of sales and margins, as- sessments. Due to the increasing importance of the business with intermediaries, we analyzed the order backlog as of December 31, 2020 and compared the order intake in the first two months of 2021 with the planning. Furthermore, we compared whether the assumptions are consistent with internal explanations and external market estimates. We have assessed the measures for procurement of liquidity provided by the legal representatives and if they are suffi- ciently probable and feasible. We also assessed the reliability of the underlying data. To take the existing forecast un- certainty into account, we analyzed the effects of risks, which result in particular from the ambitious planning assump- tions, on going concern by calculating alternative scenarios.

We do not give a separate opinion on these matters.

The assumptions made by the management board of the parent company and the presentation in the notes to the consolidated financial statements and the group management report are reasonable.

The going concern of the Company and thus of the Group is at risk and the maintenance of solvency depends mainly on the ability to raise additional liquidity funds through a further equity financing round, which is planned for the sec- ond quarter of 2021. The capital increase has been taken into account in the planning accordingly and the Company has started the necessary preparations for the equity financing round. Furthermore, the ability to continue as going concern will depend on the achievement of the budget within the next two years. If the planned projects and cost re- ductions cannot be implemented in the full extent or do not lead to the expected outcome, the financial resources in the course of 2022 will not be sufficient to fully meet the payment obligations, taking into account the equity financ- ing round planned for the second quarter of 2021.

As stated in chapter 3.1 “Basis of presentation” of the notes to the consolidated financial statements and chapter 3 “Outlook” and 6.4 “Liquidity risk” of group management’s report, this events and circumstances indicating a signifi- cant uncertainty regarding going concern, which can raise significant doubts in view of group’s ability to continue op- erating and which represents a risk to the existence of the company within the meaning of section 322 (2) sentence 3 HGB.

Our audit opinions have not been modified in this regard.

Key Audit Matters in the Audit of the Consolidated Financial Statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from January 1, 2020 to December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. In addition to the matters described in the section “Material uncertainty regarding the continuation of business activities”, we have determined the issues de- scribed below as the particularly important audit matters to be disclosed in our auditor’s report.

Cut-Off and Existence of revenues from the sale of merchandise via a Chinese online platform and existence of rev- enues to intermediaries and corporate customers

Regarding the applied accounting and valuation policies we refer to note 9.1 of the group’s notes to the consolidated statement. Explanations of the business development can be found in the group management report section 2.4.

F-58

RISK FOR ANNUAL STATEMENT

Within the consolidated financial statement of windeln.de SE sales of EUR 76 million from continued operation and EUR 13 million from discontinued operation are recognized. The revenues are realized basically by selling merchandise to private consumers as well as intermediaries and corporate customers. The revenues have a major impact on group’s result and are a major key performance indicator.

Due to the large number of business transactions for sales via a Chinese online platform in the last quarter before the closing date, which delivery is performed by third-party warehouses, a risk for the consolidated financial statements that the sales revenues in the past financial year are not recognized on an accrual basis or without underlying deliver- ies is existing.

Due to the high volume of sales to intermediaries and corporate customers in the entire financial year a risk that rev- enues are recognized without underlying deliveries exist.

OUR APPROACH IN AUDITING

In order to check the existence and cut-off for sales revenues via the Chinese online platform, we assessed the design and implementation of the internal controls with regard to the monitoring of sales. In addition, we selected a random sample for revenues based on a mathematical-statistical methodology, which were recorded in the fourth quarter of 2020 and assessed the appropriate cut-off and amount of the recorded sales revenues by comparing the invoices with the corresponding orders, contracts and external proof of delivery.

In order to check the existence of sales revenues to intermediaries and corporate customers, we assessed the design and implementation as well as the effectiveness of the internal controls with regard to the order acceptance, the out- going goods as well as the delivery and the invoicing. In addition, we assessed the appropriate timing and the amount of the recorded sales revenues recorded in the financial year 2020 by comparing the invoices with the corresponding orders, contracts and external proof of delivery based on a random sample on a mathematical-statistical methodolo- gy.

OUR CONCLUSION

windeln.de SE’s approach regarding the recognition of net sales from merchandise by a Chinese online platform as well as sales to intermediaries and corporate customers is overall appropriate.

Other Information

Management respectively supervisory board are responsible for the other information. The other information com- prises the following components of the group management report, whose content was not audited:

 The sections of the management report that have not been audited in terms of content listed in the appendix to the auditor’s report.

The other Information comprises in addition the remaining parts of the annual report. The other Information does not compromise the consolidated financial statements, the audited disclosures in the management report and our related auditor’s report.

Our opinions on the consolidated financial statements and on the group management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

 is materially inconsistent with the consolidated financial statements, the audited disclosures in the manage- ment report or our knowledge obtained in the audit, or

 otherwise appears to be materially misstated.

F-59

Responsibilities of Management and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report

Management is responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e paragraph 1 HGB and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addi- tion, management is responsible for such internal control as they have determined necessary to enable the prepara- tion of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting un- less there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, management is responsible for the preparation of the group management report that, as a whole, pro- vides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated fi- nancial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, management is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report.

The Supervisory Board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the group management report.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the group management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consol- idated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Fi- nancial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material mis- statement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre- gate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these con- solidated financial statements and this group management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements and of the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal con- trol.

 Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the group management report in order to de- sign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opin- ion on the effectiveness of these systems.

 Evaluate the appropriateness of accounting policies used by management and the reasonableness of estimates made by management and related disclosures.

F-60

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material un- certainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the con- solidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to contin- ue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, finan- cial position and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e paragraph 1 HGB.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business ac- tivities within the Group to express opinions on the consolidated financial statements and on the group man- agement report. We are responsible for the direction, supervision and performance of the group audit. We re- main solely responsible for our opinions.

 Evaluate the consistency of the group management report with the consolidated financial statements, its con- formity with [German] law, and the view of the Group’s position it provides.

 Perform audit procedures on the prospective information presented by management in the group manage- ment report. On the basis of sufficient appropriate audit evidence, we evaluate, in particular, the significant as- sumptions used by management as a basis for the prospective information and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospec- tive information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify dur- ing our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independ- ence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.

Other Legal and Regulatory Requirements

Report on the Assurance in accordance with Section 317 (3b) HGB on the Electronic Reproduction of the Consoli- dated Financial Statements and the Group Management Report Prepared for Publication Purposes

We have performed assurance work in accordance with Section 317 paragraph 3b HGB to obtain reasonable assur- ance about whether the reproduction of the consolidated financial statements and the group management report (hereinafter the “ESEF documents”) contained in the file that can be down-loaded by the issuer from the electronic client portal with access protection, „windelnde-2020-12-31.zip“ (SHA256 hash value: 2d8b9f398f03ab95df71a47ac75417e354206bd3ba18cc372fb522cb3e2ebc64) and prepared for publication purposes complies in all material respects with the requirements of Section 328 paragraph 1 HGB for the electronic reporting format (“ESEF format”). In accordance with German legal requirements, this assurance only extends to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore relates neither to the information contained in this reproduction nor any other information contained in the above-mentioned electronic file.

F-61

In our opinion, the reproduction of the consolidated financial statements and the group management report con- tained in the above-mentioned electronic file and prepared for publication purposes complies in all material respects with the requirements of Section 328 paragraph 1 HGB for the electronic reporting format. We do not express any opinion on the information contained in this reproduction nor on any other information contained in the above- mentioned file beyond this reasonable assurance opinion and our audit opinion on the accompanying consolidated financial statements and the accompanying group management report for the financial year from January 1, 2020 to December 31, 2020 contained in the “Report on the Audit of the Consolidated Financial Statements and the Group Management Report” above.

We conducted our assurance work on the reproduction of the consolidated financial statements and the group man- agement report contained in the above-mentioned electronic file in accordance with Section 317 (3b) HGB and the Exposure Draft of the IDW Assurance Standard: Assurance in accordance with Section 317 paragraph 3b HGB on the Electronic Reproduction of Financial Statements and Management Reports Prepared for Publication Purposes (ED IDW AsS 410) and the International Stand-ard on Assurance Engagements 3000 (Revised)]. Accordingly, our responsibilities are further described below. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QS 1).

The company’s management is responsible for the preparation of the ESEF documents including the electronic repro- duction of the consolidated financial statements and the group management report in accordance with Section 328 paragraph 1 sentence 4 item 1 HGB and for the tagging of the consolidated financial statements in accordance with Section 328 paragraph 1 sentence 4 item 2 HGB.

In addition, the company’s management is responsible for the internal controls they consider necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the re- quirements of Section 328 paragraph 1 HGB for the electronic reporting format.

The company’s management is also responsible for the submission of the ESEF documents together with the auditor’s report and the attached audited consolidated financial statements and audited group management report as well as other documents to be published to the operator of the German Federal Gazette [Bundesanzeiger].

The supervisory board is responsible for overseeing the preparation of the ESEF documents as part of the financial re- porting process.

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 paragraph 1 HGB. We exercise professional judgement and maintain professional scepticism throughout the assurance work. We also:

 Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 paragraph 1 HGB, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance opinion.

 Obtain an understanding of internal control relevant to the assurance of the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an as- surance opinion on the effectiveness of these controls.

 Evaluate the technical validity of the ESEF documents, i.e. whether the electronic file containing the ESEF doc- uments meets the requirements of Commission Delegated Regulation (EU) 2019/815 on the technical specifica- tion for this electronic file.

 Evaluate whether the ESEF documents enable an XHTML reproduction with content equivalent to the audited consolidated financial statements and the audited group management report.

 Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) enables an appropri- ate and complete machine-readable XBRL copy of the XHTML reproduction.

F-62

Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as group auditor by the annual general meeting on June 24, 2020. We were engaged by the supervi- sory board on October 16, 2020. We have been the group auditor of the windeln.de without interruption since the fi- nancial year 2019.

We declare that the opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

German Public Auditor Responsible for the Engagement

The German Public Auditor responsible for the engagement is Rainer Rupprecht.

Munich, March 24, 2021

KPMG AG Wirtschaftsprüfungsgesellschaft

[Original German version signed by:]

gez. Rupprecht

Wirtschaftsprüfer

[German Public Auditor]

gez. Reule

Wirtschaftsprüfer

[German Public Auditor]

F-63

Annex to the auditor’s report: Components and cross-references of the group management report that have not been audited

We have not audited the following components of the group management report:

 the corporate governance statement to which reference is made in the group management report,

 the following non-management report information. Information in the group management report that is not part of the management report is information that is not prescribed in accordance with Sections 315, 315a or Sections 315b to 315d of the German Commercial Code (HGB)

o Tn. 1.1 Group business model (Information on the number of suppliers)

o Tn. 1.1.1 International development (Number of active customers)

o Tn. 1.1.2 Product mix (Information on the number of suppliers and share of the cloth diaper category)

o Tn. 1.1.3 Fulfilment/Operations (Information on return rate)

o Tn. 1.1.4 Technology infrastructure

o Tn. 2.2 Sector specific environment – Market for products for babies, toddlers and children, section „Mobile devices“

o Tn. 2.4.1 Non-financial key performance indicators o Tn. 2.6 Other non-financial performance indicators

F-64

AUDITED ANNUAL FINANCIAL STATEMENTS OF WINDELN.DE SE

AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

(PREPARED IN ACCORDANCE WITH THE GERMAN COMMERCIAL CODE (HANDELSGESETZBUCH))

F-65

in EUR thousand

Dec 31, 2019

– 509

298 2,670 10 – 309 3,179

22 47

175 175 – 1,511 175 1,686 506 4,912

5,619 7,339 446 1 6,065 7,340

775 918 26 148 2,076 3,839 2,876 4,905 8,046 8,037 16,987 20,282 554 433 18,047 25,627

Balance Sheet

Dec 31, 2020

ASSETS

A. Fixed Assets

I. Intangible assets

1. Self-developed trademarks and similar rights ans assets................................

2. Acquired intangible assets, such as concessions, industrial property rights and similar rights and assets ................................................................

3. Advance payments ................................................................................................

II. Tangible assets

Other fixed assets and office equipment................................................................

III. Investments

1. Shares in affiliated companies................................................................

2. Loans to affiliated companies...............................................................................................

B. Current assets

I. Inventories

1. Finished goods and merchandise ................................................................

2. Prepayments on inventories ................................................................................................

II. Receivables and other assets

1. Trade receivables ................................................................................................

2. Receivables from affiliated companies................................................................

3. Other assets ................................................................................................

III. Cash in hand, bank balances................................................................................................

C. Deferred expenses ................................................................................................

F-66

in EUR thousand

EQUITY AND LIABILITIES A. Equity

I. Subscribed capital................................................................................................

II. Capital reserves ................................................................................................

III. Losses carried forward................................................................................................

IV. Net loss for the year ................................................................................................

B. Provisions

Other Provisions ................................................................................................

C. Liabilities

Dec 31, 2020

Dec 31, 2019

1. Payments received on account................................................................................................

2. Trade payables................................................................................................

3. Liabilities to affiliated companies ...............................................................................................

4. Other liabilities ................................................................................................

D. Deferred Income ................................................................................................

10,982 169,794 -155,288 -15,766 9,722

3,256

2,133 1,364 414 1,150 5,061 8 18,047

2,989 168,188 -140,270 -15,018 15,889

4,204

2,185 1,130 1,221

986

5,522

25,627

F-67

Income Statement

in EUR thousand

2020

2019

82,497 824

60,969

9,067 1,257

1,277

25,857 563 38 494 0 – -15,000 19 -15,018

1. Revenues ................................................................................................................................ 88,823

2. Other operating income ................................................................................................ 584

thereof income from currency conversion EUR 117 thousand (prior year EUR 605 thousand)

3. Cost of materials

Cost of purchased merchandise ................................................................................................ 68,972

68,972

4. Personnel expenses

a). Wages and salaries ................................................................................................ 7,090

b). Social security and pension expenses ................................................................ 1,035

thereof for pensions EUR 6 thousand (prior year EUR 7 thousand)

8,125

5. Depreciation

on intangible and tangible asssets................................................................ 2,914

2,914

6. Other operating expenses ................................................................................................ 24,803

7. Income from investments................................................................................................ 26

8. Other interests and similar income ................................................................ 14

9. Impairment of financial assets................................................................................................ 375

10. Other interests and similar expenses ................................................................ 1

11. Taxes income ................................................................................................ –

12. Result after taxes ................................................................................................ -15,744

13. Other taxes ................................................................................................................................ 22

14. NET LOSS FOR THE YEAR................................................................................................ -15,766

F-68

I. Intangible assets

Fixed Asset Statement

II. Tangible assets

III. Financial assets

Shares in Loans to

affiliated affiliated companies companies

17,220 4,317

– –

– 1,136

17,220 3,181

17,045 2,806

– 375

– –

17,045 3,181

175 – 175 1,511

in EUR thousand

Self- developed trademarks and similar rights ans assets

Acquired intangible assets, such as

concessions, Advance

industrial payments Total

property rights and similar rights and assets

5,629 – 9,629

7 10 17 43 – 424 5,593 10 9,223

2,959 – 6,450

2,379 – 2,888 43 – 424 5,295 – 8,914

298 10 309 2,670 – 3,179

Technical equipment and machinery

Other fixed assets and

Total fixed assets

32,085

19 1,809 30,296

27,173

3,289 672 29,790

506 4,912

office Total equipment

Total

21,537

– 1,136 20,401

19,851

375 – 20,226

175 1,686

Costs

Carried forward January 1, 2020 .............................4.,.0. 01 Additions ................................................................ – Disposal................................................................ 381 As of December 31, 2020................................ 3,620

Accumulated depreciation

Carried forward January 1, 2020 .............................3.,.4. 92 Additions ................................................................ 509 Disposal................................................................ 381 As of December 31, 2020................................ 3,620

Carrying amount

As of December 31, 2020 ................................ –

As of January 1, 2020 ....................................................5..0..9........

8 911 918

– 2 2 8 241 249 – 672 672

8 864 872

– 26 26 8 240 248 – 650 650

– 22 22 – 47 47

F-69

Notes to the Annual Financial Statements

1. General information

windeln.de SE has its registered office in Munich and is registered with the local court of Munich under the commercial register number HRB 228000.

These financial statements have been prepared in accordance with the provisions of the Third Book of the German Commercial Code (HGB), the provisions of the German Stock Corporation Act (AktG) and the provisions of the Articles of Association and in accordance with generally accepted accounting principles. The company is classified as a large corpo- ration in accordance with Sec. 267 (3) HGB.

Since May 6, 2015, windeln.de shares have been traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

The structure of the balance sheet and the income statement is unchanged from the previous year and complies with §§ 266 and 275 of the German Commercial Code (HGB), whereby the total cost method is applied to the income state- ment.

The annual financial statements give a true and fair view of the net assets, financial position and results of operations of the Company.

The preparation of the annual financial statements is based on the continuation of business operations. With regards to risks relating going concern of the company, please refer to statements in section 3 “Outlook” (“Prognosebericht”) of the management report (Lagebericht).

The principle of presentation consistency (§ 265 (1) HGB) was applied. No valuation changes were made in the year un- der review.

The financial year starts on 1 January and ends on 31 December.

In March 2020, the Management Board and the Supervisory Board of windeln.de SE jointly submitted the annual Decla- ration of Compliance with the German Corporate Governance Code according to § 161 AktG and made it permanently available to the shareholders on the website of windeln.de SE (www.corporate.windeln.de).

2. Accounting and Valuation Principles

Intangible assets acquired and property, plant and equipment are valued at acquisition cost less scheduled and use- related depreciation. If an impairment is expected to be permanent, unscheduled depreciation is carried out. Scheduled and use-related depreciation is charged on a straight-line basis over the period of use (pro rata temporis). Low-value as- sets with an acquisition value of up to EUR 800, which can be used permanently themselves, are fully expensed in the year of acquisition regardless of their useful life.

As in the previous year, the option under § 248 (2) sentence 1 of the German Commercial Code (HGB) was exercised for self-developed intangible assets in the reporting period. They are calculated at actual cost and reduced by regular amor- tization in accordance with their useful lives. In addition to direct costs, pro rata overheads are also included in produc- tion costs. The amortization period for self-developed software is 3 years.

In the financial assets, the shares in the subsidiaries are shown in the balance sheet at acquisition cost or fair value, whichever is lower. Loans to affiliated companies are recognized at nominal value or fair value respectively.

Inventories, consisting of merchandise and advance payments made, are valued at average acquisition cost according to the first-in/first-out principle, less cash discounts and rebates (e.g. in the form of advertising cost subsidies from suppli- ers) and plus incidental acquisition costs that must be capitalized or fair values, whichever is lower, in accordance with the principle of the lower of cost or market. The discernible risks, such as above-average storage periods, were consid- ered by means of appropriate value reductions.

Trade receivables and other assets are recognized at nominal value. All items which carried risk are addressed with the creation of adequate itemized valuation allowances; the general credit risk is considered by way of lump-sum valuation allowances.

F-70

Cash and cash equivalents are recognized at nominal value.

Expenditure prior to the balance sheet date that refer to expenses for the following periods have been deferred and

recognized at acquisition cost.

Receivables and liabilities in foreign currency with a remaining term of up to one year are carried at acquisition costs or fair value at the balance sheet date, whichever is lower. They are recognized at the respective closing rate. Receivables with a remaining term of more than one year are carried at acquisition cost or fair value, whichever is lower. Liabilities are carried at acquisition cost or fair value, whichever is higher.

Deferred taxes are recognized for temporary or quasi-permanent accounting and valuation differences between the commercial and tax balance sheets and from tax loss carryforwards. The valuation differences mainly result from the tax recognition prohibition of the provision for onerous contracts, the provision for deferred loyalty points (customer loyalty program), self-developed intangible assets and valuation differences in inventories. The valuation is based on a tax rate of approx. 33%, which is expected to be applicable at the time the differences are reduced. As of December 31, 2020, as in previous years, deferred tax assets on tax loss carryforwards were only recognized in the amount of deferred tax liabil- ities. Deferred taxes are not recognized in the balance sheet due to the netting of deferred tax assets and deferred tax liabilities.

Equity items are recognized at nominal value.

The Company grants share-based compensation to executives and has introduced a total of five programs relating to share-based compensation, four of which still have commitments: one virtual option program with optional equity com- pensation (VSOP 1 and 2) and three Long Term Incentive Plans (LTIP), each with stock options (SO) and restricted stock units (RSU). As the programs VSOP 1 and 2 as well as the SOs are to be settled by real equity instruments or have already been partially settled by issuing shares, these programs are reported in capital reserves. Whether the RSUs are settled in the form of shares or in a cash equivalent is within the Company’s discretion. At the end of the second quarter 2020, the supervisory board and the management board of the Company decided to settle RSUs in cash which had been issued in 2015 and 2016 and which were already fully vested (modification). The Company expects that in the future RSUs will be settled in cash as well. As a consequence, newly vested RSUs that had been granted prior to the modification date are expensed at their fair value at the grant date, with this expense being allocated proportionately to capital reserves and provisions in accordance with IFRS 2. The RSUs from the Long Term Incentive Plan LTIP 2020-2024 were granted follow- ing the modification in 2020 and are therefore reported in provisions only.

An identical measurement method, a Monte Carlo simulation, was used for all equity-settled share based payments which were measured only once up to and including 2019. Since 2020, the valuations of the RSU as of each reporting date as well as the stock options granted in 2020 were performed by an external valuation specialist who determined the fair values based on a binominal model.

The binomial model used is based on the Cox-Ross-Rubinstein model developed in 1979. The calculation is based on a VBA macro. The binomial model is generally based on a representation that shows various paths that the share price can follow during the term of the subscription rights. Depending on the number of selected time intervals or nodes, a differ- ent number of paths is created. In each time interval there is a probability that the share price will move up or down by a certain percentage: The probability is calculated according to the general principle of option valuation, known as risk- neutral valuation. In this context, a risk-free interest rate is used, which is assumed to be the expected return on the se- curity. The valuation of subscription rights is based on 5,000 time steps. The length of each time step is calculated direct- ly in the macro. The stock price at the respective node is calculated on the basis of the stock price on the respective valu- ation date multiplied by a factor representing the upward movements and a factor representing the downward move- ments in the binomial model. For the calculation of the value per subscription right, one must always “work one's way forward” from the end of the tree to the beginning of the tree. The value at the end nodes of the tree is generally deter- mined on the basis of a comparison of the company's share price at the time of the end node and the payout limit (cap). In principle, the values at the nodes are calculated from the values of the preceding nodes, if exercising the option is not possible or does not make economic sense at the time in question. For this reason, for example, the values of the penul- timate nodes are determined from the values of the end nodes. In other words, the first step determines whether it makes economic sense to exercise the option at the moment - economically sensible means that the payoff on exercise is higher than the current fair value when the option is held. The following two products are then determined: a) the future subscription right value of an upward movement multiplied by the probability of the upward movement and b) the fu- ture subscription right value of a downward movement multiplied by the probability of the downward movement. The sum of both values is then multiplied by the factor for risk-neutral valuation to obtain the expected value of the subscrip- tion right value for the node under consideration.

F-71

The volatility was determined as the historical volatility of the windeln.de share over the respective remaining term. The expected volatility taken into account reflects the assumption that the historical volatility is indicative of future trends, and may also not necessarily be the actual outcome. The expected dividend yield is based on market assessments for the amount of the expected dividend of the windeln.de share. The risk-free interest rates were determined based on the in- terest on German government bonds over a similar period.

In course of the valuation, the following input parameters were used for VSOP 1-2 and SO at the grant date respectively for RSU at December 31, 2020.

VSOP 1-2

LTIP 2015-2017 LTIP 2018-2020 LTIP 2020-2024 RSU SO RSU SO RSU SO

37.46% - 94.71% - 44.51% - Expectedvolatility(%)..........................4..0...8.0% 63.03% 41.91% 95.64% 47.88% 81.40% 72.40%

Risk-free interest rate (%) ......................0...0..0..%...

Expected dividend yield (%)...................0...0..0..%...... Expected life of options (years) ............0...2..5...-..4..........

Average share price on the

measurement date (in EUR)....................1..3...2..5.....

-0.76% 0.00%

0.00% 0.00% 4 4

1.42 3.19

-0.73% -

0.72% 0.00%

0.00% 0.00% 4 4 - 4.67

1.42 1.26 - 2.17

-0.76% -0.68%

0.00% 0.00% 4 6.17

1.42 1.81

All identifiable risks and obligations to third parties were adequately and sufficiently considered in the measurement of provisions. They are set up individually in the amount of the settlement sum required according to reasonable business judgment (§ 253 (1) HGB).

Trade payables and other liabilities are recognized at the settlement value in accordance with § 253 (1) sentence 2 HGB. Deferred income includes income received before the balance sheet date to the extent that it represents income for a

specific period of the following years.

Revenues from the sale of merchandise is recognized when the risks of ownership of the goods have been transferred to the customer. Revenues are recognized at the fair value of the consideration paid, net of discounts, rebates and returns. In order to take into account the buyer's usually granted right of return, provisions for uncertain returns are recognized.

windeln.de SE has offered its customers a loyalty point program, where customers can collect bonus points for success- ful recommendations. In addition, bonus points are also issued by Customer Service as a gesture of goodwill. The collect- ed loyalty points can be used as a discount for later purchases. For the valuation of provisions for loyalty points, the val- ue of loyalty points granted but not yet redeemed (EUR 0.01 per bonus point) is multiplied by a redemption probability derived from historical data. Unredeemed loyalty points expire after two years.

3. Explanations regarding the balance sheet

3.1. Assets

3.1.1 Fixed assets

The development of fixed asset items is shown in the statement of changes in fixed assets, together with the deprecia- tion and amortization for the financial period.

In fiscal year 2020, impairment losses amounting to EUR 2.120 thousand were recognized on acquired domains. In the prior year, EUR 143 thousand were recognized on acquired domains.

There were no development costs for self-developed software capitalized (prior year: EUR 137 thousand) in fiscal year 2020. Amortization on internally generated software amounted to EUR 128 thousand in 2020 (previous year: EUR 808 thousand).

F-72

3.1.2 Investments

As of December 31, 2020, windeln.de SE holds shares in the following companies (inks):

Name

Bebitus Retail S.L.U. ................................................................

windeln.ro labs SRL ................................................................

Cunina GmbH ...............................................................................M...u..n..i.c..h..,..G..e. rmany Windeln Management Consulting (Shanghai) Co., Ltd. ................S..h..a..n..g..h..a..i.,.China

Annual result 2020

Equity Dec 31, 2020

EUR 3.101 EUR 99 EUR -160 EUR 78

Registered office Share

Barcelona, Spain Sibiu, Romania

100% EUR 33 100% EUR 38 100% EUR -7 100% EUR 70

The wholly owned subsidiary windeln.ch AG in liquidation, based in Uster, Switzerland, was liquidated with deletion from the commercial register on March 2, 2020.

Loans to affiliated companies relate to loans to Bebitus Retail S.L.U. intended for long-term investment (EUR 0 thousand; previous year: EUR 1,511 thousand). In addition to the scheduled repayment, the loan was written down by EUR 374 thousand in the financial year

3.1.3 Current assets

All trade receivables have a remaining term of less than one year.

Receivables from affiliated companies include no short-term loan receivables (previous year: EUR 30 thousand) and short-term trade receivables in the amount of EUR 26 thousand (previous year: EUR 118 thousand).

The other assets include a long-term receivable in the form of a security deposit amounting to EUR 90 thousand.

3.1.4 Deferred Expenses

Prepaid expenses include accrued payments of EUR 433 thousand (previous year: EUR 284 thousand) relating to fiscal year 2021 and expenses of EUR 121 thousand (previous year: EUR 149 thousand) relating to subsequent fiscal years. This includes expenses for IPO insurance.

3.2. Equity and Liabilities

3.2.1 Equity

As of December 31, 2020, the Company's subscribed capital amounted to EUR 10,982,073 (December 31, 2019: EUR 2,989,101). It is fully paid up and consists of 10,982,073 no-par value bearer shares (ordinary shares without par val- ue) at a notional nominal value of EUR 1 per share.

On February 19, 2020, windeln.de SE completed the capital increase resolved by the Extraordinary General Meeting on September 27, 2019. The share capital has increased by EUR 5,171,144 from EUR 2,989,101 by EUR 5,171,144 to EUR 8,160,245 through the issuance of a total of 5,171,144 bearer shares with a pro rata amount of the share capital of EUR 1.00 each and a dividend right as of January 1, 2019 (“New Shares”) against cash contribution. Based on the fixed subscription price of EUR 1.20 per New Share, gross proceeds from the issue amounted to EUR 6,205,373.

Following the successful approval of the securities prospectus by the German Federal Financial Supervisory Authority (BaFin) on May 14, 2020, the New Shares were admitted for trading on the regulated market of the Frankfurt Stock Ex- change on May 19, 2020.

As of December 31, 2020, the capital reserves amounted to EUR 169,794 thousand (previous year: EUR 168,188 thou- sand). The change is made up as follows:

• Share-based payment commitments with equity and cash compensation (EUR 8 thousand)

• Premium from the aforementioned capital increases of 7,992,972 shares (EUR 1,599 thousand)

F-73

The net loss for the year of EUR 15,766,161.03 (prior year: EUR 15,018,439.53), together with the loss carried forward from previous years of EUR155,288,312.47 (prior year: EUR140,269,872.94), results in a balance sheet loss of EUR 171,054,473.50 (prior year: EUR 155,288,312.47). The capital reductions serve to offset losses and are recorded in the balance sheet item loss carried forward. In 2020, no gains from capital decreases occurred.

3.2.2 Provisions

Other provisions break down as follows:

in EUR thousand

Provision for outstanding invoices.................................................................................................... Provision for bonuses ....................................................................................................................... Provision for tax consultancy, audit as well as legal advice .............................................................. Provision for outstanding vacation ................................................................................................... Other personnel-related provisions .................................................................................................. Provision for the remuneration of the Supervisory Board................................................................ Provision for deferrred loyalty points (Customer Loyalty Program) ................................................. Provision for onerous contracts........................................................................................................ Liability provision for rent-free period.............................................................................................. Provision for expected returns ......................................................................................................... Other................................................................................................................................................. Total ..........................................................................................................................................

3.2.2 Liabilities

The common retention of title applies to trade payables.

Dec 31, 2020

2,108 278 196 207 66 203 68 8 – 50 72 3,256

Dec 31, 2019

2,522 581 207 223 82 217 90 41 21 46 174 4,204

The liabilities to affiliated companies in the amount of EUR 414 thousand (previous year: EUR 1,221 thousand) mainly result from intercompany recharges of services.

Other liabilities as of December 31, 2020 include tax liabilities of EUR 558 thousand (previous year: EUR 452 thousand) and social security liabilities of EUR 12 thousand (previous year: EUR 15 thousand).

As in prior year, the liabilities have a remaining term of less than one year.

3.2.3 Deferred income

As of December 31, 2020, payments for savings plans already acquired from customers but not yet used were deferred via deferred income in the amount of EUR 8 thousand (previous year: EUR 12 thousand).

3.3. Off-balance sheet transactions

The Company sells trade receivables through the “purchase on account” payment method. Financial assets sold in this way are derecognized from the balance sheet at the time of sale if substantially all the risks and rewards of ownership have been transferred to the buyer. If the significant risks and rewards are neither transferred to the buyer nor retained by the company, the financial assets are only derecognized from the balance sheet at the time of sale if it is certain that the buyer has obtained control of the financial assets. If all opportunities and risks essentially remain with the company, the financial assets continue to be shown in the balance sheet as collateral for a liability carried as a liability. In 2020, re- ceivables amounting to EUR 7.083 thousand were sold to factoring companies (previous year: EUR 8,732 thousand).

3.4. Other financial obligations

Financial obligations exist from rental and leasing agreements for operating and office equipment to the extent custom- ary in the industry. There are also longer-term rental agreements for office buildings.

The resulting future payment obligations are broken down as follows: F-74

in EUR thousand < 1 year 1 to 5 years

Rental agreements for office buildings ................................................................ 269 971 Lease agreements for office equipment and licenses................................................................ 40 47 Car leasing................................................................................................................................ 31 23

> 5 years

– – –

In addition, there was a short-term purchase commitment of EUR 2.417 thousand (previous year: EUR 5,666 thousand) as of the balance sheet date.

On June 30, 2020, windeln.de SE issued a letter of comfort in favour of its wholly owned subsidiary Cunina GmbH. Ac- cording to our knowledge, the underlying obligations can be fulfilled by Cunina GmbH in all cases. A claim is not to be ex- pected.

Two employees of Bebitus Retail S.L.U participated in the purchase price (including earn outs) for the company in the amount of 0.5% each through an incentive plan. In 2018, the last part of the earn-out was paid out, taking into account the purchase price adjustment agreement. At the end of 2018, these two employees sued windeln.de SE and Bebitus Re- tail S.L.U, as both feel disadvantaged by the purchase price adjustment agreement and the resulting lower purchase price. Windeln.de SE and Bebitus Retail S.L.U. are jointly and severally liable in this context. Bebitus Retail S.L.U. has formed a provision in the amount of EUR 86 thousand for this context.

4. Explanations regarding the income statement

Revenues are primarily generated in connection with the sale of merchandise. Income from subleasing, income with suppliers (e.g. parcel inserts, advertising, advertising subsidies from suppliers) and income from cost recharges to affiliat- ed companies must also be reported under sales.

Revenues of EUR 88.823 thousand (previous year: EUR 82,497 thousand) were generated in the following countries:

in EUR thousand

Germany, Austria, Switzerland ......................................................................................................... China ................................................................................................................................................. Rest of Europe .................................................................................................................................. Total ..........................................................................................................................................

2020

20,049 56,025 12,749 88,823

2019

18,097 51,223 13,117 82,497

Other operating income mainly includes income relating to other periods of EUR 387 thousand (previous year: EUR 564 thousand) and exchange rate gains of EUR 183 thousand (previous year: EUR 117 thousand). The income relating to oth- er periods consists largely of the derecognition of time-barred liabilities and the reversal of provisions.

Other operating expenses primarily relate to freight and commission costs of EUR 6,643 thousand (previous year: EUR 9,285 thousand), advertising costs of EUR 3,368 thousand (previous year: EUR 3,662 thousand), rental expenses of EUR 1,426 thousand (previous year: EUR 2,661 thousand), IT costs of EUR 2,071 thousand (previous year: EUR 1,506 thousand), legal and other consulting costs of EUR 1,147 thousand (previous year: EUR 1,380 thousand), incidental costs of monetary transactions of EUR 953 thousand (previous year: EUR 1,136 thousand ), costs of freelance staff and external work of EUR 1,159 thousand (previous year: EUR 869 thousand), exchange rate losses of EUR 303 thousand (previous year: EUR 113 thousand) and other operating, selling and administrative costs. Expenses to affiliated companies amount to EUR 4,518 thousand (previous year: EUR 2,782 thousand). Expenses relating to other periods amounting to 227 thou- sand (previous year: 242 thousand) are included.

Interest income from affiliated companies amounts to EUR 9 thousand (previous year: EUR 11 thousand).

5. Other information

The composition of the Company's executive bodies is as follows:

5.1. Management board

The following members of the Management Board were appointed as of December 31, 2020: F-75

Name

Matthias Peuckert

Dr. Nikolaus Weinberger

Xiaowei Wie

(since March 18, 2020)

Zhixiong Yan

(until March 17, 2020)

Profession

CEO of windeln.de SE and responsible for Marketing, Assortment, Logistics, Customer Service, Purchasing, Strategy and Projects

CFO of windeln.de SE and responsible for Finance & Controlling, Corporate Communication, Legal, Human Resources, IT, Product Management, Business Intelligence and Facility Management

Member of the board of windeln.de SE and responsible for the strategy and business development of new sales channels in the Chinese market

External mandates

The members of the Board of Management perform their duties full-time.

The total remuneration granted to the Management Board in 2020 amounts to EUR 1,148 thousand (previous year: EUR 1,694 thousand). This remuneration includes fixed salary components of EUR 812 thousand (previous year: EUR 755 thousand) and variable components of EUR 270 thousand (previous year: EUR 211 thousand) as well as fringe benefits and social security contributions of EUR 66 thousand (previous year: EUR 54 thousand). This includes share-based com- pensation granted in the 2020 financial year with a fair value of EUR 153 thousand (previous year: EUR 15 thousand) and 174,966 stock options issued. The remuneration of former members of the Management Board is EUR 250 thousand (previous year: EUR 0 thousand).

For further information we refer to the remuneration report.

5.2. Supervisory board Name

Willi Schwerdtle, Chairman

(until June 24, 2020)

Weijan, Miao Deputy Chairman (since June 6, 2019)

Irene Tang

(since June 24, 2020) Maurice Reimer (since June 24, 2020)

Profession

Independent management consultant, partner at WP Force Solutions GmbH

Businessman

Professional Investor

Chief Executive Officer at Hauptstadt Ruschestrasse 103 GmbH

Mandates

– adidas AG (Deputy Chairman of the Supervisory Board)

– Eckes AG (Member of the Supervisory Board)

– Sinrich (Hong Kong) Group Co., Ltd. (Chairman of the Executive Board)

– Shanghai Shunzhen Investment Co., Ltd. (Chairman of the Executive Board)

– Jiangsu Xinbang Finance Leasing Co., Ltd. (Chairman of the Executive Board)

– Jiangsu Tenghai Finance Leasing Co., Ltd. (Chairman of the Executive Board)

– None

– Hauptstadt Mobile HM GmbH (CEO) Hauptstadt Immobilien HI GmbH (CEO)

– Datedicted GmbH (CEO)

– Hauptstadt Capital HC UG (CEO)

– Mybet SE (Member of the Supervisory Board)

None None

None

F-76

Name

Dr. Edgar Carlos Lange (until June 24, 2020)

Xiao Jing

(since June 6, 2019) Tomasz Czechowicz

Profession

Chief Financial Officer at Lekkerland AG & Co. KG (until 30. April 2020)

Consultant

Chief Executive Officer der MCI Capital S.A., MCI Capital TFI S.A. und Private Equity Managers S.A.

Mandates

– Lekkerland Group (managing director and member of the management board in various group com-panies until April 30, 2020)

– Comsol AG (Deputy Chairman of the Supervisory Board until May 16, 2020)

– Eurokoncept Sp. z o.o. (Chairman of the Supervisory Board)

– Conway - The Convenience Company S.A. (Member of the Advisory Board until April 30, 2020)

– MCI Venture Projects Sp. z o.o. VI S.K.A. (Member of the management boeard)

– MCI Venture Projects Sp. z o.o. IX S.K.A. (Member of the management boeard)

– MCI Venture Projects Sp. z o.o. (Chief

Executive Officer)

– MCI Fund Management Sp. z o.o. (Chief Executive Officer)

– ATM S.A. (Member of the supervisory board)

– Mobiltek S.A. (Member of the supervisory board)

– Eurokoncept Sp. z o.o. (Chairman of the supervisory board)

– Wearco Sp. z o.o. (Member of the supervisory board)

– PEM Asset Management Sp. z o.o. (Chief Executive Officer)

– mybet Holding SE (Deputy Chairman of the Supervisory Board)

– United Mobility Technology AG (Deputy Chairman of the Supervisory Board)

– Nanorepo AG (Member of the Supervisory Board)

Clemens Jakopitsch Chairman

(since June 24, 2020)

Independent management consultant

Until June 30, 2020, the annual Supervisory Board remuneration amounted to EUR 25 thousand or EUR 60 thousand for the Chairman of the Supervisory Board. Members of a committee received an additional annual fixed remuneration of EUR 5 thousand, the chairman of a committee received twice this amount. Since July 1, 2020, the annual remuneration of the Supervisory Board amounts to EUR 15 thousand and EUR 30 thousand for the Chairman of the Supervisory Board. Members of a committee receive an additional annual fixed remuneration of EUR 3 thousand, the chairman of a commit- tee receives twice this amount. In addition to the above-mentioned compensation, appropriate expenses in connection with the Supervisory Board activities are reimbursed as well as, in the case of foreigners not subject to taxation in Ger- many, the sales tax on the compensation and expenses. A total of EUR 192 thousand (prior year: EUR 227 thousand) was recognized as net expense for the remuneration of the Supervisory Board in fiscal year 2020

5.3. Staff

In the reporting period, the company employed an average of 105 people (previous year: 141), of which an average of 2 were employed as working students / interns (previous year: 2).

5.4. Group affiliation

As the German parent company, windeln.de SE prepares consolidated financial statements. The consolidated financial statements of windeln.de SE, Munich, are prepared in accordance with the International Financial Reporting Standards (IFRS) (§ 315e HGB) and published in the electronic Federal Gazette.

F-77

5.5. Information on shareholdings in the capital of windeln.de SE

Between January 1, 2020 and the date on which the financial statements were prepared, the Company had received the following information on notifiable shareholdings pursuant to § 21 (1) WpHG:

Quirin Privatbank AG Berlin, Germany, informed us that the share of voting rights held directly in windeln.de SE exceeded the threshold of 50% of the voting rights in our company on February 19, 2020 and on that day amounted to 63.37% (5,171,144 shares) of the voting rights.

Private Equity Managers Spólka Akcyjna, Poland, informed us that the indirectly held voting rights share in windeln.de SE fell below the threshold of 5% of the voting rights in our company on February 19, 2020 and on that day amounted to 3.55% (289,439 shares) of the voting rights.

Tomasz Janusz Czechowicz informed us that the indirectly held voting rights share in windeln.de SE fell below the thresh- old of 3% of the voting rights in our company on February 19, 2020 and on that day amounted to 1.73% (140,957 shares) of the voting rights.

DN Capital (UK) LLP, London, Great Britain, informed us that the indirectly held voting rights share in windeln.de SE fell below the threshold of 3% of the voting rights in our company on February 19, 2020 and on that day amounted to 2.04% (166,602 shares) of the voting rights.

DN Capital - GVC II General Partner (Jersey) Limited, St. Helier, Jersey, informed us that the indirectly held voting rights share in windeln.de SE fell below the threshold of 3% of the voting rights in our company on February 19, 2020 and on that day amounted to 2.04% (166,602 shares) of the voting rights.

Quirin Privatbank AG Berlin, Germany, informed us that the share of voting rights held directly in windeln.de SE fell be- low the threshold of 3% of the voting rights in our company on February 26, 2020 and on that day amounted to 0.6% (48,792 shares) of the voting rights.

Zou Qian informed us that the indirectly held voting rights share in windeln.de SE exceeded the threshold of 25% of the voting rights in our company on February 26, 2020 and on that day amounted to 25.000009% (2,040,062 shares) of the voting rights.

Zou Qian informed us that the indirectly held voting rights in windeln.de SE fell below the threshold of 25% of the voting rights in our company on May 20, 2020 and on this day amounted to 24.75% (2,020,062 shares) of the voting rights.

Weijian Miao informed us that the indirectly held voting rights share in windeln.de SE fell below the threshold of 10% of the voting rights in our company on May 29, 2020 and on that day amounted to 7.35% (600,074 shares) of the voting rights.

Clemens Jakopitsch informed us that the share of voting rights held directly and indirectly in windeln.de SE exceeded the threshold of 15% of the voting rights in our company on May 28, 2020 and on that day amounted to 16.67% (1,360,222 shares) of the voting rights.

Michael Feng informed us that instruments held in windeln.de SE exceeded the threshold of 75% of the voting rights in our company on January 28, 2020 and on that day amounted to 75.03% (2,242,578 shares) of the voting rights.

Michael Feng informed us that instruments held in windeln.de SE fell below the threshold of 75% of the voting rights in our company on January 28, 2020 and on that day amounted to 31.04% (2,533,101 shares) of the voting rights.

Quirin Privatbank AG, Berlin, Germany, informed us that the share of voting rights held directly in windeln.de SE exceed- ed the threshold of 25% of the voting rights in our company on October 22, 2020 and on that day amounted to 25.69% (2,821,828 shares) of the voting rights.

Zou Qian informed us that the indirectly held voting rights share in windeln.de SE fell below the threshold of 20% of the voting rights in our company on October 22, 2020 and on that day amounted to 18.39% (2,020,062 shares) of the voting rights.

Michael Feng informed us that the instruments held in windeln.de SE fell below the threshold of 25% of the voting rights in our company on October 22, 2020 and on that day amounted to 23.07% (2,533,101 shares) of the voting rights.

F-78

Quirin Privatbank AG, Berlin, Germany, informed us that the share of voting rights held directly in windeln.de SE fell be- low the threshold of 5% of the voting rights in our company on October 29, 2020 and on that day amounted to 4.55% (499,197 shares) of the voting rights.

Private Equity Managers Spólka Akcyjna, Poland, informed us that the indirectly held voting rights share in windeln.de SE fell below the threshold of 3% of the voting rights in our company on August 11, 2020 and on that day amounted to 2.95% (240,710 shares) of the voting rights.

ZHIYUAN ZOU informed us that the indirectly held voting rights share in windeln.de SE fell below the threshold of 15% of the voting rights in our company on October 22, 2020 and on this day amounted to 11.32% (1,243,299 shares) of the vot- ing rights.

DELIN XIONG informed us that the indirectly held voting rights share in windeln.de SE exceeded the threshold of 15% of the voting rights in our company on October 29, 2020 and on that day amounted to 15.18% (1,666,666 shares) of the voting rights.

Hauptstadt Mobile HM GmbH, Berlin, Germany, informed us that the share of voting rights held directly in windeln.de SE exceeded the threshold of 3% of the voting rights in our company on October 29, 2020 and on that day amounted to 4.32% (474,393 shares) of the voting rights.

Quirin Privatbank AG, Berlin, Germany, informed us that the share of voting rights held directly in windeln.de SE fell be- low the threshold of 3% of the voting rights in our company on November 10, 2020 and was 0.00% (0 shares) of the vot- ing rights on this day.

Zongbin Li informed us that the indirectly held voting rights share in windeln.de SE exceeded the threshold of 3% of the voting rights in our company on November 10, 2020 and on that day amounted to 4.18% (458,585 shares) of the voting rights.

5.6. Auditor's fee

The expense recognized for the auditor's fee is composed as follows:

in EUR thousand 2020

Audit service .....................................................................................................................................

Thereof for previous years ..........................................................................................................

Other confirmation service ............................................................................................................... Tax consulting service ....................................................................................................................... Other service..................................................................................................................................... Total fee.....................................................................................................................................

5.7. Transactions with related companies and persons

2019

198

113 – – 311

149 – – – – 149

Related parties are those persons and companies that control the Company or exercise significant influence over the Company. These include persons in key positions of the company, companies controlled or significantly influenced by these persons, close family members of these persons as well as significant shareholders of windeln.de SE.

The members of the Management Board and the Supervisory Board of windeln.de SE were classified as persons in key positions. No shareholder of windeln.de SE has a direct or indirect significant influence on the Company. Significant influ- ence is presumed if more than 20% of the voting rights are held directly or indirectly.

Sales to and purchases from related parties are in line with those at arm’s length. If open balances exist at the end of the financial year, these are unsecured, non-interest-bearing and are settled by cash payment. There are no guarantees for receivables from or liabilities to related parties. Receivables from related parties were not impaired in fiscal years 2020 and 2019. An impairment test is performed annually. This includes an assessment of the financial position of the related party and the development of the market in which it operates.

F-79

In 2019 and 2020, windeln.de SE entered into two commission agreements with supervisory board member Clemens Jakopitsch relating to the capital increases in February 2020 and October 2020. From those agreements, commission fees including out-of pocket expenses of EUR 108 thousand were paid in 2020. In addition, no goods (previous year: 1 thousand) were sold to persons in key positions of the Company in the 2020 financial year as part of normal business operations. As in the previous year, there were no outstanding receivables from sales of goods to persons in key posi- tions as of December 31, 2020.

No goods (2019: no goods) were sold to close family members of persons in key positions of the Company in the normal course of business operations in fiscal year 2020. As of December 31, 2020 and 2019, there were no outstanding receiva- bles.

There were no loans from or to related parties in fiscal years 2020 and 2019.

5.8. Distribution block pursuant to § 268 (8) HGB

Pursuant to § 268 (8) HGB, no amount (previous year: EUR 342 thousand) is blocked for distribution as of December 31, 2020. The amount not to be distributed corresponds to the value of the capitalized internally generated intangible assets of the fixed assets less the deferred tax liabilities formed for this purpose.

5.9. Significant uncertainties upon the entity’s ability to continue as a going concern

There is a risk to the continued existence of the Company as a going concern. The corresponding explanations are pro- vided in the management report under note 3 and note 5.4.

5.10. Supplementary report

On January 19, 2021, it was announced that Mr. Tomasz Czechowicz had resigned as a member of the supervisory board of windeln.de SE. The Munich District Court has appointed Christian Reitermann as his successor to the windeln.de SE Supervisory Board.

On March 4, 2021, the management contract with Matthias Peuckert was extended by 3 years. The contract with Dr. Nikolaus Weinberger expires on March 31, 2021. His duties are taken over by the other members of the Management Board.

On March 12, 2021, the Management Board of windeln.de SE resolved, with the approval of the Supervisory Board and in part using the Authorized Capital 2020, to increase the capital by EUR 1,098,207.00 to EUR 12,080,280.00. The issue price of the new shares is EUR 1.30. The gross issue proceeds amounted to EUR 1,427,669.10. In this context, a commission agreement was agreed with Clemens Jakopitsch on March 5, 2021 for brokered subscription volumes amounting to a maximum of 3% of the issue volume.

Munich, March 22, 2021

Matthias Peuckert Dr. Nikolaus Weinberger Xiaowei Wei

F-80

The following English-language translation of the German-language independent auditor’s report (Bestätigungsvermerk des unabhängigen Abschlussprüfers) refers to the annual financial statements as well as the management report, pre- pared on the basis of German commercial law (HGB) (“Handelsgesetzbuch”: German Commercial Code) applicable to business corporations, of windeln.de SE, Munich, as of and for the fiscal year ended December 31, 2020 as a whole and not solely to the annual financial statements presented in this prospectus on the preceding pages. The management re- port is not part of this prospectus.

Independent Auditor’s Report

To windeln.de SE, Munich

Report on the Audit of the Annual Financial Statements and of the Management Report

Opinions

We have audited the annual financial statements of windeln.de SE, Munich, which comprise the balance sheet as at De- cember 31, 2020, and the income statement for the financial year from January 1 to December 31, 2020, as well as notes to the annual financial statements, including the presentation of the accounting and valuation policies. In addition, we have audited the management report of windeln.de SE for the financial year from January 1, 2020 to December 31, 2020

In accordance with German legal requirements we have not audited the content of those components of the manage- ment report specified in the annex to our auditor’s report.

In our opinion, on the basis of the knowledge obtained in the audit,

 the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law applicable to business corporations and, in compliance with German legally required accounting principles, give a true and fair view of the assets, liabilities, and financial position of the Company as at December 31, 2020, and of its financial performance for the financial year from January 1, 2020 to December 31, 2020, and

 the accompanying management report as a whole provides an appropriate view of the Company’s position. In all material respects, this management report is consistent with the annual financial statements, complies with Ger- man legal requirements and appropriately presents the opportunities and risks of future development. Our opin- ion on the management report does not cover the content of those components of the management report speci- fied in the annex to the auditor ́s report.

Pursuant to Section 322 paragraph 3 sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements and of the management report.

Basis for the Opinions

We conducted our audit of the annual financial statements and of the management report in accordance with Section 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as “EU Audit Regulation”) and in compli- ance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s Responsibilities for the Audit of the Annual Financial Statements and of the Management Report” section of our auditor’s report. We are independent of the Company in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 paragraph 2 letter f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 paragraph 1 of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the annual financial statements and on the management report.

Material uncertainty regarding going concern

We refer to chapter 1. “General information” of the notes to the annual financial statements, as well as the disclosures within chapter 3 “Outlook” and 5.4 “Liquidity risk” of the management report, in which the legal representatives de- scribe, that the Company is exposed to significant uncertainties with respect to conduct equity financing and achieve planned increases in revenues and margins as well as further planned cost reductions, whose occurrence is mandatorily necessary to ensure the achievement of a positive net cash flow.

F-81

As part of our audit, we identified the appropriateness of the company’s ability to continue as a going concern as well as the appropriate presentation of the material uncertainty in connection with going concern in the annual financial state- ments as a significant risk and performed the following audit procedures: With the involvement of our restructuring spe- cialists, we gained an understanding of the planning process and discussed the significant assumptions of the planning with the responsible management. We also challenged the Company’s forecasting quality by comparison of the past’s financial years planning with the results achieved and analyzed deviations. As a result of not met forecasts, we have made, particularly for important assumptions, such as the development of sales and margins, assessments. Due to the increasing importance of the business with intermediaries, we analyzed the order backlog as of December 31, 2020 and compared the order intake in the first two months of 2021 with the planning. Furthermore, we compared whether the assumptions are consistent with internal explanations and external market estimates. We have assessed the measures for procurement of liquidity provided by the legal representatives and if they are sufficiently probable and feasible. We also assessed the reliability of the underlying data. To take the existing forecast uncertainty into account, we analyzed the effects of risks, which result in particular from the ambitious planning assumptions, on going concern by calculating alternative scenarios.

We do not give a separate opinion on these matters.

The assumptions made by the management board of the parent company and the presentation in the notes to the annu- al financial statements and the management report are reasonable.

The going concern of the Company is at risk and the maintenance of solvency depends mainly on the ability to raise addi- tional liquidity funds through a further equity financing round, which is planned for the second quarter of 2021. The capi- tal increase has been taken into account in the planning accordingly and the Company has started the necessary prepara- tions for the equity financing round. Furthermore, the ability to continue as going concern will depend on the achieve- ment of the budget within the next two years. If the planned projects and cost reductions cannot be implemented in the full extent or do not lead to the expected outcome, the financial resources in the course of 2022 will not be sufficient to fully meet the payment obligations, taking into account the equity financing round planned for the second quarter of 2021.

As stated in chapter 1 “General information” of the notes to the annual financial statements and chapter 3 “Outlook” and 5.4 “Liquidity risk” of management’s report, this events and circumstances indicating a significant uncertainty re- garding going concern, which can raise significant doubts in view of the Company’s ability to continue operating and which represents a risk to the existence of the Company within the meaning of section 322 (2) sentence 3 HGB.

Our audit opinions have not been modified in this regard.

Key Audit Matters in the Audit of the Annual Financial Statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the an- nual financial statements for the financial year from January 1, 2020 to December 31, 2020. These matters were ad- dressed in the context of our audit of the annual financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. In addition to the matters described in the section “Material uncer- tainty regarding the continuation of business activities”, we have determined the issues described below as the particu- larly important audit matters to be disclosed in our auditor’s report.

Cut-Off and Existence of revenues from the sale of merchandise via a Chinese online platform and existence of reve- nues to intermediaries and corporate customers

Regarding the applied accounting and valuation policies we refer to note 2. of the Company’s notes to the annual finan- cial statements. Explanations of the business development can be found in the management report section 2.4.

RISK FOR ANNUAL STATEMENT

Within the annual financial statements of windeln.de SE sales of EUR 89 million are recognized. The revenues are realized basically by selling merchandise to private consumers as well as intermediaries and corporate customers. The revenues have a major impact on Company’s result and are a major key performance indicator.

F-82

sales revenues in the past financial year are not recognized on an accrual basis or without underlying deliveries is exist- ing.

Due to the high volume of sales to intermediaries and corporate customers in the entire financial year a risk that reve- nues are recognized without underlying deliveries exist.

OUR APPROACH IN AUDITING

In order to check the existence of sales revenues to intermediaries and corporate customers, we assessed the design and implementation as well as the effectiveness of the internal controls with regard to the order acceptance, the outgoing goods as well as the delivery and the invoicing. In addition, we assessed the appropriate timing and the amount of the recorded sales revenues recorded in the financial year 2020 by comparing the invoices with the corresponding orders, contracts and external proof of delivery based on a random sample on a mathematical-statistical methodology.

OUR CONCLUSION

windeln.de SE’s approach regarding the recognition of net sales from merchandise by a Chinese online platform as well as sales to intermediaries and corporate customers is overall appropriate.

Other Information

The management board respectively supervisory board are responsible for the other information. The other information comprises the following components of the management report, whose content was not audited:

 The sections of the management report that have not been audited in terms of content listed in the appendix to the auditor’s report.

The other Information comprises in addition the remaining parts of the annual report. The other Information does not compromise the annual financial statements, the audited disclosures in the management report and our related audi- tor’s report.

Our opinions on the annual financial statements and on the management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

 is materially inconsistent with the annual financial statements, the audited disclosures in the management report or our knowledge obtained in the audit, or

 otherwise appears to be materially misstated.

Responsibilities of Management and the Supervisory Board for the Annual Financial Statements and the Management

Report

Management is responsible for the preparation of the annual financial statements that comply, in all material respects, with requirements of German commercial law applicable to business corporations and that the annual financial state- ments, in compliance with German legally required accounting principles, give a true and fair view of the assets, liabili- ties, financial position, and financial performance of the Company. In addition, management is responsible for such in- ternal control as they have determined necessary in compliance with German legally required accounting principles to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud or error.

F-83

In preparing the annual financial statements, management is responsible for assessing the company’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there are fac- tual or legal circumstances to the contrary.

Furthermore, management is responsible for the preparation of the management report that, as a whole, provides an appropriate view of the Company’s position and is, in all material respects, consistent with the annual financial state- ments, complies with German legal requirements, and appropriately presents the opportunities and risks of future de- velopment. In addition, management is responsible for such arrangements and measures (systems) as they have consid- ered necessary to enable the preparation of a management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the management report.

The Supervisory Board is responsible for overseeing the Company’s financial reporting process for the preparation of the annual financial statements and of the management report.

Auditor’s Responsibilities for the Audit of the Annual Financial Statements and of the Management Report

Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the management report as a whole provides an appropriate view of the Company’s position and, in all material respects, is consistent with the annual financial state- ments and the knowledge obtained in the audit, complies with the German legal requirements and appropriately pre- sents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our opinions on the annual financial statements and on the management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec- tion 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial state- ments and this management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the annual financial statements and of the management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collu- sion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit of the annual financial statements and of ar- rangements and measures (systems) relevant to the audit of the management report in order to design audit pro- cedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effec- tiveness of these systems of the Company.

 Evaluate the appropriateness of accounting policies used by management and the reasonableness of estimates made by management and related disclosures.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncer- tainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the annual fi- nancial statements and in the management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. How- ever, future events or conditions may cause the Company to cease to be able to continue as a going concern.

 Evaluate the overall presentation, structure and content of the annual financial statements, including the disclo- sures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and finan- cial performance of the Company in compliance with German legally required accounting principles.

F-84

 Evaluate the consistency of the management report with the annual financial statements, its conformity with [German] law, and the view of the Company’s position it provides.

 Perform audit procedures on the prospective information presented by management in the management report. On the basis of sufficient appropriate audit evidence, we evaluate, in particular, the significant assumptions used by management as a basis for the prospective information and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.

Other Legal and Regulatory Requirements

Report on the Assurance in accordance with Section 317 (3b) HGB on the Electronic Reproduction of the Annual Finan- cial Statements and the Management Report Prepared for Publication Purposes

We have performed assurance work in accordance with Section 317 paragraph 3b HGB to obtain reasonable assurance about whether the reproduction of the annual financial statements and the management report (hereinafter the “ESEF documents”) contained in the file „JA_2020_HGBzusammengeführtLB-Bil-GuV-Anhang-AV(24.03.2021).xhtml“ (SHA256 hash value: ca96df27f0b0c4bd0ef11d53e806d3a8f5659021021f801659bf77b8d08826f0) and prepared for publication purposes complies in all material respects with the requirements of Section 328 paragraph 1 HGB for the electronic re- porting format (“ESEF format”). In accordance with German legal requirements, this assurance only extends to the con- version of the information contained in the annual financial statements and the management report into the ESEF for- mat and therefore relates neither to the information contained in this reproduction nor any other information contained in the above-mentioned electronic file.

In our opinion, the reproduction of the annual financial statements and the management report contained in the above- mentioned electronic file and prepared for publication purposes complies in all material respects with the requirements of Section 328 paragraph 1 HGB for the electronic reporting format. We do not express any opinion on the information contained in this reproduction nor on any other information contained in the above-mentioned file beyond this reasona- ble assurance opinion and our audit opinion on the accompanying annual financial statements and the accompanying management report for the financial year from January 1, 2020 to December 31, 2020 contained in the “Report on the Audit of the Annual Financial Statements and the Management Report” above.

We conducted our assurance work on the reproduction of the annual financial statements and the management report contained in the above-mentioned electronic file in accordance with Section 317 (3b) HGB and the Exposure Draft of the IDW Assurance Standard: Assurance in accordance with Section 317 paragraph 3b HGB on the Electronic Reproduction of Financial Statements and Management Reports Prepared for Publication Purposes (ED IDW AsS 410) and the Interna- tional Stand-ard on Assurance Engagements 3000 (Revised)]. Accordingly, our responsibilities are further described be- low. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QS 1).

The company’s management is responsible for the preparation of the ESEF documents including the electronic reproduc- tion of the annual financial statements and the management report in accordance with Section 328 paragraph 1 sen- tence 4 item 1 HGB.

F-85

The company’s management is also responsible for the submission of the ESEF documents together with the auditor’s report and the attached audited annual financial statements and audited management report as well as other docu- ments to be published to the operator of the German Federal Gazette [Bundesanzeiger].

The supervisory board is responsible for overseeing the preparation of the ESEF documents as part of the financial re- porting process.

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 paragraph 1 HGB. We exercise professional judge- ment and maintain professional scepticism throughout the assurance work. We also:

 Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 paragraph 1 HGB, design and perform assurance procedures responsive to those risks, and obtain as- surance evidence that is sufficient and appropriate to provide a basis for our assurance opinion.

 Obtain an understanding of internal control relevant to the assurance of the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assur- ance opinion on the effectiveness of these controls.

 Evaluate the technical validity of the ESEF documents, i.e. whether the electronic file containing the ESEF docu- ments meets the requirements of Commission Delegated Regulation (EU) 2019/815 on the technical specification for this electronic file.

 Evaluate whether the ESEF documents enable an XHTML reproduction with content equivalent to the audited an- nual financial statements and the audited management report.

Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as auditor by the annual general meeting on June 24, 2020. We were engaged by the supervisory board on October 16, 2020. We have been the auditor of the windeln.de without interruption since the financial year 2019.

German Public Auditor Responsible for the Engagement

The German Public Auditor responsible for the engagement is Rainer Rupprecht.

Munich, March 24, 2021

KPMG AG Wirtschaftsprüfungsgesellschaft

[Original German version signed by:]

gez. Rupprecht

Wirtschaftsprüfer

[German Public Auditor]

gez. Reule

Wirtschaftsprüfer

[German Public Auditor]

F-86

Annex to the auditor’s report: Components and cross-references of the management report that have not been audit- ed

We have not audited the following components of the management report:

 the corporate governance statement to which reference is made in the management report,

 the following non-management report information. Information in the management report that is not part of the management report is information that is not prescribed in accordance with Sections 289, 289a or Sections 289b to 289f of the German Commercial Code (HGB)

o Tn. 1.1 Group business model (Information on the number of suppliers)

o Tn. 1.1.1 International development (Number of active customers at Alibaba and JD.com)

o Tn. 1.1.2 Product mix (Information on the number of suppliers and share of the cloth diaper category)

o Tn. 1.1.3 Fulfilment/Operations (Information on return rate)

o Tn. 1.1.4 Technology infrastructure

o Tn. 2.2 Sector specific environment – Market for products for babies, toddlers and children, section „Mo- bile devices“(Information on mobile page views at windeln.de)

o Tn. 2.4.1 Non-financial key performance indicators o Tn. 2.6 Other non-financial performance indicators

F-87

Admission

Admission Shares

Admitted Shares

Articles of Association Audit Committee

Audited Annual Financial Statements

Audited Consolidated Financial Statements

Authorized Capital 2020

BABY-PLUS BaFin

Bebitus

Capital Increase 2020

Capital Increase 2021

CBEC China CNY

Admission of the Admission Shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, to the sub-segment thereof with additional post-admission obligations (Prime Standard).

2,821,828 newly issued ordinary bearer shares with no-par value (Stückaktien) – each representing a notional value of EUR 1.00 and with its full dividend rights from January 1, 2020 – from the Capital Increase 2020 and 1,098,207 newly issued ordinary bearer shares with no-par value (Stückaktien) – each representing a notional value of EUR 1.00 and with its full dividend rights from January 1, 2020 – from the Capital Increase 2021.

The remaining shares of the Company, which are of the same class as the Admission Shares, and are already admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and simultaneously in the sub-segment of the regulated market with additional post- admission obligations (Prime Standard).

The Company’s articles of association.

Audit committee (Prüfungsausschuss) of the Supervisory Board.

The Company’s audited annual financial statements prepared in accordance with the German Commercial Code (Handelsgesetzbuch) as of and for the fiscal year ended December 31, 2020.

The Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2020, prepared in accordance with IFRS and the additional requirements of German commercial law pursuant to Sec. 315e (1) of the German Commercial Code (Handelsgesetzbuch).

Authorized capital, resolved by the Company’s ordinary general shareholders’ meeting on June 24, 2020, which authorizes the Management Board, with the approval of the Supervisory Board, to increase the Company’s share capital by up to EUR 4,080,122.00 by issuing up to 4,080,122 ordinary bearer shares with no-par value (Stückaktien) against cash and/or non-cash contributions on one ore more occasions until June 23, 2025.

BABY-PLUS Ein- und Verkaufsgenossenschaft eG, Germany.

Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungs-

aufsicht).

The Company’s Bebitus business.

Capital increase against contribution in cash resolved by the Management Board with the approval of the Supervisory Board on September 25, 2020, and October 21, 2020, by making use of the authorized capital resolved by the Company’s ordinary general shareholders’ meeting on June 24, 2020.

Capital increase against contribution in cash resolved by the Management Board with the approval of the Supervisory Board on March 5, 2021, and March 12, 2021, by making use of the authorized capital resolved by the Company’s ordinary general shareholders’ meeting on June 24, 2020.

Chinese cross-border e-commerce. People’s Republic of China.

Official currency of China.

O. GLOSSARY

G-1

Company

Conditional Capital 2015/II Conditional Capital 2018 Conditional Capital 2020/I Conditional Capital 2020/II CRM

D&O

DACH

ECJ

EEA

EUR and Euro

GDPR Germany Group HGB

IFRS IMF ISIN Issuer KPMG

LangTao

Large Shareholder Listing Agent

Major Investors Major Shareholders

Management Board MAR

Markant

windeln.de SE, a European stock corporation (Societas Europaea, SE), having its registered seat in Munich, Germany, registered with the commercial register of the local court of Munich under the number HRB 228000, with its business address at Stefan-George-Ring 23, 81929 Munich, Germany, and LEI 391200QX3JB9AM3VJG21 (telephone: : +49 (0) 89 4161715217; website: www.corporate.windeln.de).

The conditional capital pursuant to Section 4 para. 4 of the Articles of Association. The conditional capital pursuant to Section 4 para. 5 of the Articles of Association. The conditional capital pursuant to Section 4 para. 3 of the Articles of Association. The conditional capital pursuant to Section 4 para. 6 of the Articles of Association. Customer Relationship Management.

Directors and officers.

Germany, Austria and Switzerland.

Court of Justice of the European Union

European Economic Area.

European Union.

Single European currency adopted by certain participating member states of the European Union, including Germany.

General Data Protection Regulation (EU) 2016/679.

Federal Republic of Germany.

The Company together with its consolidated subsidiaries.

German Commercial Code (Handelsgesetzbuch).

International Financial Reporting Standards as adopted by the European Union.

Infant milk formula.

International Securities Identification Number.

The Company.

KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, office Munich, Ganghoferstraße 29, 80339 Munich, Germany.

LangTao Trading (Shanghai) Co., Ltd.

Shareholders of the Company holding more than 5% of share capital.

Quirin Privatbank AG, LEI 5299004IU009FT2HTS78, having its registered seat in Berlin, Germany, and its business adress at Kurfürstendamm 119, 10711 Berlin, Germany (tel.: +49 69 2475049 30).

The Company’s five major shareholders, each holding stakes exceeding 5% of the voting rights in the Company.

Shareholders which directly or indirectly hold an interest of 3% or more (calculated pursuant to Sections 33 et seqq. of the German Securities Trading Act (Wertpapierhandelsgesetz)) in the Company’s share capital and voting rights.

The management board of the Company.

Regulation (EU) No 596/2014 of the European Parliament and the Counsel of 16 April 2014 on market abuse (Market Abuse Regulation).

Markant Handels- und Industriewaren-Vermittlungs AG.

G-2

Nomination Committee Prospectus

Prospectus Regulation

Radial

Relevant Change of Control

Repeat Customers

RFM

SE Regulation

SEA

SEO

Spryker

Supervisory Board

Tax Loss Carry-Forwards

VAT

windeln.de windeln.de Group WKN

Nomination committee (Nominierungsausschuss) of the Supervisory Board.

This prospectus.

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Radial GmbH.

Cases (i) where, within any given five year period, more than 50% of the subscribed capital, membership rights, ownership rights or voting rights in a corporate entity are directly or indirectly transferred to an acquirer or to its related parties or to a group of acquirers with convergent interest, or (ii) where a comparable event occurs.

Customers who had previously purchased from the Company in the last twelve months, irrespective of returns.

Recency Frequency Margin.

Council Regulation (EC) 2157/2001 of October 8, 2001 on the Statute for a European company (SE).

Search engine advertising.

Search engine optimization.

Spryker Systems GmbH.

The supervisory board of the Company.

German corporate income tax loss carry-forwards totaled and German trade tax loss carry-forwards of the Company.

Value added tax.

The Group.

German Securities Code (Wertpapierkennnummer).

G-3

P. RECENT DEVELOPMENTS AND OUTLOOK I. RECENT DEVELOPMENTS IN OUR BUSINESS

In January 2021, we launched our own WeChat Mini program (accessible directly via the Chinese messenger app WeChat) and the corresponding affiliate program, thereby further expanding our sales channels for customers in China.

In January 2021, Christian Reitermann has been appointed by the local court of Munich as member of the Supervisory Board to replace Tomasz Czechowicz, who has decided to resign as member of the Supervisory Board.

On March 5, 2021, and March 12, 2021, the Management Board has resolved, with the approval of the Supervisory Board, to partially utilize the Authorized Capital 2020 and increase the Company’s share capital to EUR 12,080,280.00 by issuing 1,098,207 new no-par value bearer shares against cash contributions, excluding shareholders’ statutory subscription rights. These shares, which are part of the Admission Shares, were allocated to selected investors in a private placement at a placement price of EUR 1.30 per share, i.e. resulting in gross proceeds in an amount of EUR1,427,669.10. This capital increase was implemented by its registration with the commercial register on March 19, 2021.

In March 2021, the office and the service contract of the Management Board member Matthias Peuckert was extended by 3 years. The office and service contract of former member of the Management Board Dr. Nikolaus Weinberger expired on March 31, 2021. His responsibilities were assumed by Matthias Peuckert.

On April 1, 2021, the Management Board announced that, mainly due to operating losses, a cumulative loss of more than half of the nominal share capital of the Company had been incurred and that therefore the Company was under obligation pursuant to Section 92 German Stock Corporation Act (Aktiengesetz) to convene a general shareholders’ meeting without undue delay. The Management Board further informed that it would shortly invite to the Company’s annual general shareholders’ meeting on May 14, 2021, in which it would report the aforementioned loss and outline the situation of the Company to the shareholders. Additionally, the Management Board stated that to improve the Company’s financial position and to finance its planned growth, it was examining the implementation of another capital increase for the second quarter of the fiscal year 2021, the legal basis of which should be set at the aforementioned annual general shareholders’ meeting, and also continued to explore alternative financing options. Said invitation to the Company’s annual general shareholders’ meeting was published in the Federal Gazette (Bundesanzeiger) on April 6, 2021.

Except as described above, there have been no significant changes to our financial position, financial performance, cash flows or trading position in the period of time from December 31, 2020 until the date of this Prospectus.

II. OUTLOOK

In the fiscal year 2021, the focus will remain on profitable revenue growth and margin optimization. In doing so, the Group will focus primarily on the important Chinese market. In the fiscal year 2020, the Group generated revenue growth primarily through its business with intermediaries and corporate customers and created a solid starting point in this area for 2021. The business with intermediaries and corporate customers is to be further expanded in 2021. This is to be achieved both through growth with existing customers and by acquiring customers in new product categories. The Group already achieved initial successes in this area in 2020 with hygiene products.

Sales growth in the Chinese end-customer business is also to be achieved in 2021. In the existing sales channels, growth is to be generated through targeted marketing measures and a focus on mobile shopping. New features are being developed for the existing app to reflect this trend. The Group is also working on opening up new sales channels and is cooperating here with existing providers in the Chinese market. At the end of 2020, windeln.de was launched on the popular platform JD.com (“windeln.jd.hk”). The WeChat Mini platform followed at the beginning of 2021. Further platforms are to follow in the further course of the fiscal year 2021. The goal is to be represented on all major platforms by the important campaign days in the fourth quarter of 2021. The focus here is also on the mobile end- customer business.

The European segment is also expected to contribute to revenue growth in 2021. Here, the Group will focus on promising business models such as dropshipment, i.e. shipping goods directly from the manufacturer to the customer, and also add new high-margin products and brands to the range. Growth is also to be generated by occupying promising niches in the area of organic and green products.

O-1

On the cost side, the Group continues to focus on improving net working capital. This means that less capital is tied up and costs can be saved in logistics and warehousing. This goal is to be achieved through several measures. Improving the inventory turnover rate plays an important role. In other respects, too, goods should only be in the warehouse for a short time. This is achieved by optimizing the product mix and improving procurement processes.

Further optimization of costs also plays an important role in achieving profitability. At the end of the fiscal year 2020, business areas were identified that will be outsourced to Romania. The focus is also on personnel costs in our China segment. Here, too, corresponding measures to minimize costs have already been decided. The project to outsource the IT shop infrastructure will also be continued in 2021. Management expects this to result in further significant cost savings.

Management expects very strong revenue growth in the fiscal year 2021. The management expects a slight increase in the average order value. The regular customer rate, the active customers and the number of orders per active customer are not planned, as these are reactive control variables. For these three performance indicators, only past data is analyzed in order to be able to derive reactions to certain developments.

The Group’s focus remains on achieving profitability and securing liquidity. Management expects a very clear improvement in operating contribution. Compared to this, expected revenues change disproportionally, so that operating contribution margin as % of revenue will decrease very clearly. The company aims for a very strongly improved adjusted EBIT as a percentage of revenue in 2021. Due to lower than targeted revenues in fiscal year 2020 and the associated lower starting point for 2021, the goal of reaching break-even on the basis of adjusted EBIT was changed to fiscal year 2022. The Group is expected to generate a cash outflow from operating activities in the mid- single-digit million range in the fiscal year 2021. The cash outflow is expected to be significantly reduced compared to 2020. A very strong reduction in net working capital is planned for 2021 to enable the growth of the China business.

In order to compensate losses and finance our business operations and growth, we plan additional an equity capital measure with gross proceeds in an amount of a least EUR 5 million in the second quarter of the fiscal year 2021.

O-2

Translate

Search This Blog

Comments

Post a Comment

Labels