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windeln.de resolves on capital increase with subscription rights from authorized capital

Munich, September 25, 2020: Today, the Management Board of windeln.de SE ("windeln.de" or "Company") resolved, with the approval of the Supervisory Board, to increase the Company's share capital of currently EUR 8,160,245.00 divided into 8,160,245 no-par value bearer shares by up to EUR 4,080,122.00 by issuing up to 4,080,122 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share (the "New Shares"), to up to EUR 12,240,367.00 against contributions in cash, making use of the existing authorized capital 2020. The subscription price was set at EUR 1.20 per New Share, so that the maximum gross proceeds of the capital measure amount to up to EUR 4.9 million, approximately. The New Shares are entitled to dividends from January 1, 2020.

Up to 2,965,396 New Shares are offered as part of a rights offering without a securities prospectus to the Company's shareholders by way of indirect subscription rights at a subscription ratio of 2:1 (the "Subscription Shares"), i.e. two existing shares entitle the holder to subscribe for one New Share from the capital increase (the "Rights Offering"). The subscription rights for fractional amounts have been excluded. An organized trading of subscription rights will not take place. The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on September 29, 2020. The subscription period will begin on October 2, 2020 (0.00 CEST) and end on October 16, 2020 (18.00 CEST). The record date for the allocation of subscription rights, based on the shares held by shareholders at this time, is expected to be October 1, 2020.

Remaining New Shares for which no subscription rights are exercised by shareholders in the connection with the Rights Offering, as well as up to 1,114,726 New Shares in respect to which existing shareholders agreed to not exercise their subscription rights, will be offered to selected investors in a private placement at a price of EUR 1.20 per share (the "Private Placement").

In addition to their statutory subscription rights, the shareholders entitled to subscribe for New Shares in the Rights Offering will be offered additional subscription rights for those Subscription Shares for which no subscription rights are exercised by shareholders during the subscription period and not allocated within the Private Placement.

The New Shares will initially not be admitted to trading on the regulated market, but are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) within one year after their issuance, expectedly, however, prior to June 30, 2021 on the basis of a securities prospectus that is still to be drawn up. The Company, however, endeavors to include the New Shares for trading in the open market of a German stock exchange.

With the gross issue proceeds from the capital increase, windeln.de intends to strengthen the Company's liquidity position in order to cover the Company's still negative cash-flow and to finance measures to increase revenues, particularly for its China business, and improve profitability. The Company currently assumes that its financing is secured for the financial year 2020 and beyond. If the capital increase cannot be carried out to a sufficient extent and the Company is not provided with any further equity or debt capital, it may not have sufficient working capital and will not be able to meet its payment obligations unless corresponding sales from the operational business can be generated. Further information on the capital increase and risk warnings can be found in the subscription offer, which will be available in the Federal Gazette and on the website of windeln.de (corporate.windeln.de).

Quirin Privatbank AG is accompanying the capital increase as issuing bank and will offer the New Shares that are part of the Rights Offering to the shareholders in accordance with the subscription offer.

Important notice

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.

Munich, May 22, 2020: windeln.de SE ("windeln.de" or the "Company"; ISIN DE000WNDL201) has received a request for agenda supplement from the shareholder YOUTH PTE LTD. ("YOUTH") for the Annual General Meeting 2020 to be held on 24 June 2020. The subject matter of this request is the supplement of the agenda regarding the revocation of the supervisory board members Tomasz Czechowicz, Clemens Jakopitsch and Xiao Jing Yu, the reduction of the number of supervisory board members from six to four by an amendment of the articles of association and the election of Ms. Qian Zou as new member of the supervisory board. Ms. Zou is a director of YOUTH.

In case the proposals by YOUTH and the proposal of the supervisory board for the election of two new supervisory board members which is already part of the agenda will achieve the necessary majorities at the Annual General Meeting of the Company, the supervisory board will have four members and be composed of Weijian Miao, Huaidong Wang, Christian Reitermann and Qian Zou.

YOUTH has demonstrated that its stake in the share capital of the Company amounts to a proportionate amount of at least 500,000 Euro. Following an examination of the request, the Management Board has come to the conclusion that the requirements of Sec. 50 para. 2 SE Implementation Act, 122 para. 2 of the German Stock Corporation Act for a request for an agenda supplement are fulfilled and that it will comply with the request for supplementing the agenda of the Annual General Meeting.

The complete wording of the request for supplement will be published in the form of an announcement in the German Federal Gazette (Bundesanzeiger) and forwarded for publication to those media which can be assumed to disseminate the information throughout the European Union. The announcement will also be made available on the Company's website under https://corporate.windeln.de/ in the section "Investor Relations", "Annual General Meeting".

Munich, April 30, 2020: windeln.de SE ("windeln.de", "Group" or "Company"; ISIN DE000WNDL201 and ISIN DE000WNDL219) has been informed today by Willi Schwerdtle, chairman of the supervisory board of the Company, and Dr. Edgar Lange, member of the supervisory board of the Company, that they are resigning from their office effective as of the end of the Company's Annual General Meeting on June 24, 2020. Both have been members of the supervisory board of the Company since March 2015 and decided to step down after the successful capital increase and resulting change in ownership structure earlier this year to facilitate a change in the composition of the supervisory board.

The Company would like to thank Willi Schwerdtle and Dr. Edgar Lange very much for their outstanding work on the supervisory board serving the interest of the Company, its shareholders and employees and wishes them all the best for their future.

windeln.de will immediately work towards the appointment of successors for both positions and targets to submit an election proposal to the Annual General Meeting 2020 along with the agenda.

windeln.de publishes preliminary numbers for Q4 2019 and financial year 2019; break-even target on basis of adjusted EBIT changed to Q1 2021

Munich, January 22, 2020: Based on preliminary financial numbers, windeln.de SE ("windeln.de", "Group" or "Company"; ISIN DE000WNDL201) generated revenues of EUR 22.9 to 23.1 million in Q4 2019 and revenues of EUR 82.3 to 82.5 million in the financial year (FY) 2019 (FY 2018: EUR 104.8 million). This corresponds to revenue growth of 24.1% to 25.2% compared to the third quarter (Q3) 2019 (EUR 18.5 million). Due to lower than targeted revenues in Q4 2019, windeln.de's goal of reaching break-even on the basis of adjusted (adj.) EBIT at the beginning of 2020 changed to Q1 2021.

Based on preliminary numbers, the Group generated an adj. EBIT of EUR -1.9 to -1.6 million in Q4 2019, which corresponds to an adj. EBIT margin of -8.3% to -6.9%. This is a significant improvement compared to the previous quarter (Q3 2019: EUR -4.7 million and -25.5% adj. EBIT margin) due to better operational performance and a recorded Value Added Tax (VAT) correction of EUR 1.7 million (adj. EBIT effect EUR 1.4 million) related to deliveries by windeln.de to Chinese customers via so-called freight forwarders in previous years. According to preliminary numbers, windeln.de achieved an adj. EBIT of EUR -13.9 to -13.6 million in FY 2019 (-16.9% to -16.5% adj. EBIT margin) (FY 2018: EUR -18.5 million and -17.8% adj. EBIT margin).

The Group's total cash available as of December 31, 2019 was EUR 8.4 million. The change in total cash available amounted to EUR -1.3 million in Q4 2019 (Q4 2018: EUR -1.6 million) and includes the receipt of payment from a Value Added Tax (VAT) correction of EUR 0.9 million. For the current year 2020, the Group expects further inflows from the VAT correction of at least EUR 2.1 million, i.e. a total of at least EUR 3 million.

For 2020, windeln.de expects to achieve significant double-digit revenue growth and a significant improvement of adjusted EBIT. This shall be achieved in particular through the new cooperations with bodyguardpharm GmbH and Holland at Home B.V. as well as other efficiency projects such as the move of the warehouse in Germany and the outsourcing of the IT shop system. windeln.de will announce the final financial results for Q4 and FY 2019 and further details on the outlook for 2020/21 with the publication of the consolidated financial statements on March 18, 2020.

Corporate Communications

Sophia Kursawe
Phone: +49 89 41 61 71 52 65
email: investor.relations@windeln.de

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

windeln.de determines details of the capital increase with subscription rights

Munich, January 14, 2020: Today, the Management Board of windeln.de SE ("windeln.de" or "Company"; ISIN DE000WNDL201) decided, with the approval of the Supervisory Board, to increase the Company's share capital based on the resolution of the Extraordinary General Meeting on September 27, 2019 of currently EUR 2,989,101.00, divided into 2,989,101 no-par value bearer shares, by up to EUR 5,171,144.00 by issuing up to 5,171,144 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share ("New Shares"), to up to EUR 8,160,245.00. The subscription price was set at EUR 1.20 per New Share, so that the maximum gross proceeds of the capital measure amount to up to EUR 6,205,372.80. The New Shares are entitled to dividends from January 1, 2019 and will initially not be admitted to trading on the regulated market but are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange in the further course of 2020 on the basis of a securities prospectus that is still to be prepared.

Up to 2,501,093 New Shares are offered as part of a rights offering without a securities prospectus to the Company's shareholders by way of indirect subscription rights at a subscription ratio of 1:1.73, i.e. one existing share entitles the holder to subscribe for 1.73 New Shares from the capital increase (the "Rights Offering"). The subscription rights for fractional amounts have been excluded. An organized trading of subscription rights will not take place. The Rights Offering is expected to be published in the Federal Gazette on January 16, 2020. The subscription period will begin on January 23, 2020 (0.00 CET) and end on February 5, 2020 (24.00 CET). The record date for the allocation of subscription rights is expected to be January 22, 2020.

Remaining New Shares not subscribed by shareholders in the connection with the Rights Offering or the granted additional subscription rights, as well as up to 2,670,051 New Shares in respect to which existing shareholders agreed to not exercise their subscription rights, will be offered to selected institutional investors in a private placement at a price of EUR 1.20 per share ("Private Placement").

The Company has already received binding commitment letters to acquire New Shares in the Private Placement at a price of EUR 1.20 per share for a maximum amount of EUR 2,754,797.05 from several investors, which are partially subject to certain minimum or maximum allocation rates for the New Shares. The investors also include the companies bodyguardpharm GmbH and Holland at Home B.V.

With the gross issue proceeds from the capital increase, windeln.de intends to strengthen the Company's liquidity position in order to cover the Company's still negative cash-flow until reaching break-even on the basis of adjusted EBIT and to finance projects. The Company currently assumes that its financing is secured for the financial year 2020 and beyond. If the capital increase cannot be carried out to a sufficient extent and the Company is not provided with any further equity or debt capital, it may not have sufficient capital and will not be able to meet its payment obligations unless corresponding sales respectively cash-flows from the operational business can be generated. Further information on the capital increase and risk warnings can be found in the Rights Offering, which will be available in the Federal Gazette and on the website of windeln.de (corporate.windeln.de).

The Company intends to publish preliminary financial results for the financial year 2019 and the fourth quarter 2019 as well as an outlook for 2020 prior to the start of the subscription period.

Quirin Privatbank AG is accompanying the capital increase as issuing bank and will offer the New Shares to the shareholders in accordance with the Rights Offering.

Important notice

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.

Corporate Communications

Sophia Kursawe
Phone: +49 89 41 61 71 52 65
email: presse@windeln.de

About windeln.de

windeln.de is one of the leading online retailers for family products in Europe. The Company also operates a successful e-commerce business with products for babies and toddlers for customers in China. The broad product portfolio includes everything from diapers, baby food, children's furniture, toys, clothes and strollers to child car seats. windeln.de was founded in October 2010. The Company has been listed in the Prime Standard of the Frankfurt Stock Exchange since May 6, 2015. For more information, go to https://corporate.windeln.de.

Our shops: www.windeln.de, www.windeln.ch, www.bebitus.es, www.bebitus.pt, www.bebitus.fr, www.windeln.com.cn, windelnde.tmall.hk/

Convening of an Extraordinary General Meeting to vote on capital measures on September 27, 2019

The Company windeln.de SE ("windeln.de" or the "Company") announces that the Management Board and the Supervisory Board have decided to convene an Extraordinary General Meeting for September 27, 2019, to resolve on an ordinary capital reduction by way of a reverse stock split at the ratio 2 : 1 of the Company's shares and thus enable the Company to carry out a capital increase. In addition, the administrative bodies will propose to the Extraordinary General Meeting to carry out a capital increase of the share capital against cash contribution with subscription rights for shareholders by up to EUR 10,000,000.00. The subscription period should start soon after the entry of the proposed capital reduction into the commercial register. Details of the specific target volume of the cash capital increase and the subscription ratio will also be provided at the beginning of the subscription period. In addition, the existing Authorized Capital 2018 is to be canceled and a new Authorized Capital will be created allowing the increase of the share capital of the Company with the approval of the Supervisory Board by up to EUR 6,000,000.00 by issuing new no-par-value bearer shares against cash contribution and / or contribution in kind once or several times until September 26, 2024 (Authorized Capital 2019).
The objective of these measures is to finance the growth strategy in China, to create strategic flexibility for business cooperations with a potential equity participation with Chinese companies and to strengthen liquidity.
The full invitation to the Extraordinary General Meeting of windeln.de including the agenda is expected to be published in the German Federal Gazette and on the website of the Company (corporate.windeln.de) on August 21, 2019.

windeln.de SE resolves on capital increase with subscription rights to finance growth in China and restructuring until completion

The Management Board of windeln.de SE ("windeln.de" or the "Company") today resolved, with the approval of the Supervisory Board, to increase the share capital based on the resolution of the Extraordinary General Meeting on January 9, 2019 from currently EUR 3,113,647, divided into 3,113,647 no-par value bearer shares, by up to 6,850,023 shares to up to EUR 9,963,670 by issuing up to 6,850,023 New Shares, each representing a pro rata amount in the share capital of EUR 1.00 per share ("New Shares"). The New Shares are entitled to dividends from January 1, 2018. The New Shares will not be admitted to trading at the stock exchange immediately, but presumably in the second quarter of 2019.

Up to 3,369,298 New Shares will be offered as part of a rights offering to the Company's shareholders by way of indirect subscription rights at a subscription ratio of 1:2.2, i.e. 1 existing share entitles to subscribe for 2.2 New Shares from the capital increase (the "Rights Offering"). The subscription price was fixed at EUR 1.48 per New Share resulting in gross proceeds from the Rights Offering of up to EUR 4.99 million. The subscription rights for fractional amounts were excluded. An organized trading of subscription rights will not take place. The subscription offer is expected to be published in the Federal Gazette on February 12, 2019. The subscription period will begin on February 14, 2019 (0:00 CET) and end on February 28, 2019 (24:00 CET). The record date for the allocation of subscription rights is expected to be February 13, 2019.

Remaining New Shares not subscribed by shareholders in the connection of the Rights Offering as well as up to 3,480,725 New Shares in respect to which existing shareholders agreed not to exercise their subscription rights will be offered to interested investors in a private placement at a price of EUR 1.48 per share.

The Company has received commitment letters for the Private Placement covering a maximum volume of EUR 7.25 million at the subscription price from several investors, including from two new Asian investors, under which the investors' obligations are in part subject to the fulfillment of minimum allocation quotas.

The Fintech Group Bank AG with its representative office BankM is accompanying the capital increase and will offer the new shares to the shareholders in accordance with the subscription offer.

The Company expects gross issue proceeds of a high one digit million Euro amount. With the gross issue proceeds, windeln.de intends to realize projects for the announced growth course in China and to conclude the restructuring program.

Further information can be found in the subscription offer. The documents will be available in the Federal Gazette and the website of windeln.de (corporate.windeln.de).

Convocation of Extraordinary General Meeting to resolve on ordinary capital reduction and capital increase

Munich, November 22, 2018: Since the beginning of the year, windeln.de SE ("windeln.de", "Group" or "Company") has made good progress on the restructuring of the Company and is continuing to do so.

In order to provide funding for the Group's ongoing restructuring, the Management Board decided to convene an Extraordinary General Meeting on January 9, 2019, to resolve on an ordinary capital reduction according to §§ 222ff. AktG (German Stock Corporation Act) by way of a reverse stock split of the Company's shares. The capital reduction reduces the current share capital of the Company from EUR 31,136,470.00 by EUR 28,022,823.00 to EUR 3,113,647.00. The currently issued 31,136,470.00 registered shares of the Company will be merged with a ratio of 10 : 1 (reverse stock split). As a result, one new share is created out of each ten existing shares and the calculated share price will be above EUR 1.00, which is the statutory minimum issue amount for capital increases pursuing German Stock Corporation Act (AktG). The capital reduction has no impact on the valuation of the company.

In addition, the Management Board proposes to the Extraordinary General Meeting to approve a capital increase of the existing share capital with subscription rights, targeting proceeds of a high single digit million Euro amount. Large shareholders of windeln.de have signalized that they would participate in such capital measure. The subscription period shall start once the capital increase has become effective by registration with the commercial register.

The full invitation to the Extraordinary General Meeting of windeln.de including the agenda will be published in the German Federal Gazette and on the website of the Company in the course of next week.

Corporate Communications

Sophia Kursawe
Phone: +49 (89) 41 61 71 52 75
email: presse@windeln.de

About windeln.de

windeln.de is one of the leading online retailers for family products in Europe. The Group also operates a successful e-commerce business with products for babies and toddlers for customers in China. The broad product portfolio includes everything from diapers, baby food, children's furniture, toys, clothes and strollers to child car seats. windeln.de was founded in October 2010. The Company has been listed in the Prime Standard of the Frankfurt Stock Exchange since May 6, 2015. For more information, go to https://corporate.windeln.de.

Our shops: www.windeln.de, www.windeln.ch, www.bebitus.es, www.bebitus.pt, www.bebitus.fr, www.windeln.com.cn, windelnde.tmall.hk/

Slower recovery of Chinese business delays adjusted EBIT break-even to early 2020

Munich, November 22, 2018: Since the beginning of the year, windeln.de SE ("windeln.de", "Group" or "Company") has made good progress on the restructuring of the Company and is continuing to do so. However, the Chinese business has not reached previous year levels yet despite improvements in the fourth quarter. In view of this development, the Management Board has resolved to amend its adjusted EBIT guidance, it now expects that adjusted EBIT break-even will be delayed by one year to early 2020 (from early 2019 as previously targeted).

Since the beginning of the year, windeln.de successfully implemented several efficiency and profitability measures, including selling or closing unprofitable businesses, reducing the management team, re-organizing the business departments in all countries and reducing headcount from more than 400 to 218 active full-time equivalents (FTEs) by September 30, 2018. Additionally, a new pricing mechanism, a new search tool, a pregnancy app, a baby starter box and new product categories have been introduced.

The Chinese business was impacted by temporary stricter custom controls and product relaunches in the second and third quarter of this year but has started to gradually improve. In addition to this recovery, the Company pursues a product and channel diversification strategy: windeln.de will add the new category "Beauty", one of the largest and fastest growing categories in cross-border e-commerce in China, as well as further market platforms in 2019. In this context, a second permanent bonded warehouse in China will be opened early 2019. The implementation of these strategic projects will further strengthen the Company's set up toward China and will help the Chinese business to recover to previous year levels. The European business is expected to further improve through category extension, organizational improvements, SG&A cost reductions and the planned relocation of windeln.de's central warehouse in 2020.

Corporate Communications

Sophia Kursawe
Phone: +49 (89) 41 61 71 52 75
email: presse@windeln.de

About windeln.de

windeln.de is one of the leading online retailers for family products in Europe. The Group also operates a successful e-commerce business with products for babies and toddlers for customers in China. The broad product portfolio includes everything from diapers, baby food, children's furniture, toys, clothes and strollers to child car seats. windeln.de was founded in October 2010. The Company has been listed in the Prime Standard of the Frankfurt Stock Exchange since May 6, 2015. For more information, go to https://corporate.windeln.de.

Our shops: www.windeln.de, www.windeln.ch, www.bebitus.es, www.bebitus.pt, www.bebitus.fr, www.windeln.com.cn, windelnde.tmall.hk/

The Company expects that the implementation of the intended measures will lead to a workforce reduction at group level from 387 active FTE employees (including Feedo) as of December 31, 2017 to approx. 250 FTE employees (excluding Feedo) by yearend 2018. The Company further anticipates the related costs to amount to approx. EUR 1.5 million, which will be recognized in fiscal year 2018, and the overall cost reduction from the initiated measures to amount to EUR 10 million compared to 2017 financials.

Additionally, the Company's management board and supervisory board resolved today to increase the Company's share capital from authorized capital against cash contributions from EUR 28.472.420,00 by a nominal amount of up to EUR 2,628,323.00 (corresponding to approximately 10% of the share capital at the time of authorization) to up to EUR 31,100,743 by issuing up to 2,628,323 new ordinary shares (the "New Shares"). The pre-emptive rights of the Company's existing shareholders have been cancelled. The New Shares are entitled to dividends as of January 1, 2018.

Certain existing shareholders, a new investor group around the entrepreneur Clemens Jakopitsch, all members of the Company's management board including founders and the designated CEO Matthias Peuckert, who will take up office on May 1, 2018, will participate in the capital increase. The final placement volume, placement price and the proceeds from the capital increase will be announced later today.

The Company intends to use the net proceeds from the capital increase in connection with the contemplated efficiency-enhancing measures and the further development of the Company's business.

Preliminary fiscal year financials for 2017 amounted to EUR 211 to 213 million revenues (+8 to +10% growth year over year), adjusted EBIT at EUR (26) to (24) million ((13) to (11)% margin) and yearend liquidity of EUR 29.2 million (EUR 25.7 million net excluding EUR 3.5 million drawn borrowing base facility). Revenues in the fourth quarter were EUR 52 to 53 million and (10) to (8)% lower than in the fourth quarter 2016 due to continued profitability focus in Germany and temporary integration effects at Bebitus. Adjusted EBIT was EUR (7) to (6) million ((13) to (11)% margin) and change in net liquidity was EUR 4.9 million in the fourth quarter 2017 and therefore improved to the previous year period.

In connection with the contemplated efficiency-enhancing and cost reduction measures management sets the adjusted EBIT break-even target to early 2019.

 

windeln.de SE announces an upcoming change in its Management Board. Matthias Peuckert will take over the role of Chairman of the Management Board of windeln.de SE in 2018 and initially be appointed for three years. Since 2003, Mr. Peuckert has held various positions with Amazon and been responsible as one of the senior managers for the areas of Core Consumables Germany (including baby articles), Retail OPS & Initiatives Germany, Pantry EU as well as Pricing & Projects in Germany. The two founders and co-CEOs of windeln.de SE, Alexander Brand and Konstantin Urban, whose contracts are scheduled to end on March 31, 2018, will leave the Management Board of windeln.de SE as part of an orderly transition. CFO Nikolaus Weinberger and COO Jürgen Vedie will continue to serve as Board members.