Zooplus : Q3 Statement 2021 (pdf)

Table of contents

1. Key figures at a glance
2. The zooplus AG share
   zooplus in the first nine months of 2021
3. Macroeconomic environment and COVID-19 pandemic

3 Pet supplies - a highly attractive operating category

3 Expansion of logistics network

1. zooplus - the leading online player in Europe

1. Syndicated loan
2. Voluntary public takeover offers

4 Update of earnings guidance

4 Business performance 9M 2021

1. Results of operations

1. Financial position

1. Net assets
2. Risks and opportunities, outlook
3. Subsequent events
   Selected financial information
4. Consolidated balance sheet

1. Consolidated statement of comprehensive income
2. Consolidated statement of cash flows
3. Consolidated statement of changes in equity
   Service
4. Glossary
5. Imprint

Key figures at a glance for 9M/Q3 2021 vs. 9M/Q3 2020

			9M 2021		9M 2020	Change		Q3 2021		Q3 2020	Change
Sales	EUR m		1,516.2		1,298.9	+217.3		514.0		436.4	+77.6
Share of own brand sales	%		18%		16%	+2%p		18%		17%	+1%p
Revenue retention rate	%		98%		97%	+1%p		98%		97%	+1%p
as of September 30
Gross profit	EUR m		456.4		396.3	+60.1		151.0		133.5	+17.4
Gross margin	%		30.1%		30.5%	-0.4%p		29.4%		30.6%	-1.2%p
EBITDA	EUR m		15.4		47.8	-32.4		-26.8		18.4	-45.2
EBITDA margin	%		1.0%		3.7%	-2.7%p		-5.2%		4.2%	-9.4%p
EBT	EUR m		-9.3		24.6	-33.9		-35.1		10.8	-45.9
Consolidated net profit/loss	EUR m		-9.1		15.2	-24.3		-24.6		7.3	-31.9
Earnings per share (basic)	EUR		-1.28		2.12	-3.40		-3.44		1.03	-4.47
Earnings per share (diluted)	EUR		-1.24		2.12	-3.36		-3.35		1.02	-4.37
Free cash flow	EUR m		94.2		52.8	+41.4		28.1		23.2	+4.9
Active repeat customers	million		5.6		4.9	+0.7		5.6		4.9	+0.7
as of September 30
Active customers	million		9.1		8.1	+1.0		9.1		8.1	+1.0
as of September 30

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The zooplus AG share

Although uncertainty surrounding the further development of the COVID-19 pandemic and particularly the spread of the delta variant persisted in the first nine months of the current financial year, the sentiment that prevailed on the stock market during this period was clearly positive. Contributing to that optimism were factors such as the approval of COVID-19 vaccines, the successful roll-out of vaccination campaigns, falling new infection rates, and continued expansionary policies by major central banks such as the ECB and the Fed. In this environment, the German DAX (+11.2%), MDAX (+11.6%), SDAX (+11.8%) and TecDAX (+16.8%) indices posted significant gains until the September 30, 2021 reporting date. In contrast to this, the DAXsubsector All Retail Internet index, which is the relevant index for zooplus, declined by 7.1% compared to its level at the end of 2020.

The zooplus share showed a clear upward trend overall in the first seven months of 2021 and recovered several times from interim setbacks. On August 13, 2021, U.S. financial

investor Hellman & Friedman announced a voluntary public takeover offer for the shares of zooplus AG. The offer document was published on September 14, 2021. In addition, the Swedish financial investor EQT announced a voluntary public takeover offer on September 25, 2021, for which the offer document was published on October 6, 2021. Since mid-August, the share price has considerably been influenced by these takeover offers and has since traded at about the level of the offers made or announced until the end of the quarter.

On September 20, 2021, the zooplus share moved up from its listing in the SDAX to the MDAX.

The share's Xetra closing price on September 30, 2021 of EUR 487.00 was 186.8% higher than the closing price on December 30, 2020 (EUR 169.80). Based on a total of 7,149,178 shares outstanding as of September 30, 2021, zooplus' market capitalization as of that date equaled more than EUR 3.5 bn.

Share price development in 9M 2021	Key data

2

zooplus in the first nine months of 2021

Macroeconomic environment and the COVID-19 pandemic

The outbreak of the COVID-19 pandemic in the winter of 2019/2020 has globally impacted consumer behavior and the manner in which companies operate. The zooplus Group is continuously monitoring the developments and restrictions taking place in the procurement and sales markets, as well as their potential impact on the business, and responding to these by taking any actions necessary. In this environment, zooplus' business model as a pure online retailer in an essential category once again proved to be crisis- resistant.

Pet supplies - a highly attractive operating category

Numerous studies show that owning a pet is becoming increasingly popular, with an ever- growing number of households opting for pet ownership than seen in previous years. Measured in terms of pet registration numbers, the COVID-19 pandemic has encouraged even more people in Europe to adopt a pet. The number of new dog registrations in Germany, for example, increased in June 2020 by 25% year-on-year.1 This trend, together with the humanization of pets and premiumization of pet supplies, fuels an extremely attractive and growing market.

Expansion of logistics network

After already signing the contract for a new logistics center with more than 40,000 sqm in Budapest, Hungary, at the end of May 2021, zooplus secured further logistics capacity of a similar size in June and September 2021 for 2022 and the following years in Bratislava, Slovakia and Bor, Czech Republic. In September 2021, operations were already successfully launched at the Budapest location.

zooplus - the leading online player in Europe and best positioned to seize the opportunities in the growing pet supplies market

With the increasing shift of consumers to online channels, pet supplies are becoming one of the most sought-after product groups in online retailing. zooplus is ideally positioned to benefit from the rising number of households owning pets and the accelerated customer shift across Europe towards more efficient online channels for pet supplies.

Syndicated loan

At the beginning of August 2021, a syndicated loan in the amount of EUR 120 m was taken out for the first time for a term of three years. The previous bilateral credit line agreements were canceled with one exception (volume: EUR 10 m; term until November 30, 2021).

1 TASSO E.V. und VDH unter https://www.vdh.de/pressemitteilung/artikel/corona-krise-laesst-nachfrage-nach-hunden-steigen-tasso-und-vdh-warnen-vor-wuehltischwelpen/

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Voluntary public takeover offers and investor agreements for strategic partnership with Hellman & Friedman and EQT

On August 13, 2021, the U.S. financial investor Hellman & Friedman announced a voluntary public takeover offer for the shares of zooplus AG. The offer document was published on September 14, 2021. In addition, the Swedish financial investor EQT announced a voluntary public takeover offer on September 25, 2021, for which the offer document was published on October 6, 2021. On October 25, 2021, Hellman & Friedman and EQT announced that they have entered into a partnership for an increased voluntary public takeover offer by the bidding company of Hellman

• Friedman at a final offer price of EUR 480. On November 4, 2021, Hellman & Friedman announced that their voluntary public takeover offer to the company's shareholders to acquire all of the company's shares had reached the minimum acceptance threshold of at least 50% of all zooplus shares plus one zooplus share, thereby meeting all conditions of the offer.

Update of earnings guidance

As a result of the anticipated completion of the takeover offer by Hellman & Friedman, zooplus AG will incur one-off transaction costs in the double- digit million range, which will be recognized in the company's earnings in the 2021 financial year. As a result, the Management Board reduced its earnings guidance on November 4, 2021 and is now expecting EBITDA for the full 2021 financial year in the range of EUR 20 m to EUR 35 m, having previously expected a range of EUR 40 m to EUR 80 m. The sales guidance for full-year 2021 remains unchanged in the range of EUR 2.04 bn to EUR 2.14 bn.

Business performance 9M 2021

Supported by continued buoyancy in the pet supplies segment, zooplus AG recorded a successful first nine months of 2021. Group sales increased by 17% to EUR 1,516.2 m in the first nine months of 2021 (9M 2020: EUR 1,298.9 m). This corresponded with a pickup in the year-on-year sales growth rate from 15.6% in the first quarter to 17.8% in the third quarter of 2021.

Growth continues to be driven by increasing business with existing customers in combination with solid business from new customers. The revenue retention rate for existing customers reached 98% at the end of the third quarter of 2021. The number of active repeat customers increased to 5.6 m (Q3 2020: 4.9 m).

Gross profit amounted to EUR 456.4 m, corresponding to a gross margin of 30.1% (9M 2020: EUR 396.3 m; 30.5%). Operating profitability, measured by earnings before interest, taxes, depreciation and amortization (EBITDA), amounted to EUR 15.4 m, corresponding to an EBITDA margin of 1.0% (9M 2020: EUR 47.8 m; 3.7%). The decline in operating profitability is primarily due to transaction costs. Free cash flow at the end of the first nine months of 2021 reached EUR 94.2 m (9M 2020: EUR 52.8 m).

With sales of EUR 1,516.2 m and EBITDA of EUR 15.4 m in 9M 2021, the Group is on a very solid path to achieving the full-year sales target stated in the 2020 Annual Report for sales in the range of EUR 2.04 bn to EUR 2.14 bn and the EBITDA target updated on November 4, 2021 of EUR 20 m to EUR 35 m.

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