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

 In 2019

Munich, August 16, 2019: The Company windeln.de SE („windeln.de“ or the “Company” and together with its subsidiaries the „Group“) 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 consolidation of shares at a ratio of 2 : 1 and thus enable the Group to carry out a capital increase. In addition, the administrative bodies will propose to approve an ordinary capital increase against cash contribution with subscription rights for the shareholders and the creation of a new Authorized Capital. 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 in China and to strengthen liquidity.

Growth strategy in China, increasing flexibility and strengthening liquidity position

With the support of the two large Asian investors, who participated in the capital increase in March 2019, windeln.de pursues a consistent growth strategy in China. The Chinese market offers windeln.de significant potential for growth, which the Group intends to use consistently through targeted growth measures. The planned growth measures include (i) the already planned opening of a second bonded warehouse, (ii) the development of additional online distribution channels, (iii) the continuous expansion of the product offering, (iv) potential cooperations with local Chinese companies and (v) the potential expansion of the business model into a hybrid (also stationary) distribution model. Especially the hybrid distribution model is of strategic importance to windeln.de to reach a broad target group in China (in particular in Tier 2 and Tier 3 cities) at attractive offline customer acquisition costs in China. Such business model expansion is based on the Group’s strong existing supplier relationships in Europe and the well-known brand name of windeln.de in China.
In addition, windeln.de sees the opportunity in China, among others in the areas of online marketing, access to distribution channels and the expansion of the product range, to enter into cooperation agreements with Chinese companies and, potentially, to enter into respective equity participations. Among others, the creation of a new Authorized Capital is planned in this regard.
windeln.de has made significant progress in reducing cash outflow in the past 18 months. Operating cash outflow amounted to EUR 8.6 million in the first half of 2019 compared to EUR 13.8 million in the previous year. The available liquidity of the Group amounted to EUR 12.1 million as of June 30, 2019, and EUR 9.1 million on August 14, 2019, due to the buildup of inventories in the run-up of the second half of the year, which usually generates higher revenues and earnings. In order to strengthen the Group’s liquidity position, it is planned to increase the share capital of windeln.de by means of a capital increase against cash contribution with subscription rights for the shareholders to be resolved in the context of the Extraordinary General Meeting.

Planned capital measures to achieve the above-mentioned objectives

In order to achieve the above-mentioned goals, the Management Board and the Supervisory Board propose to the General Meeting to resolve on a capital reduction at a ratio of 2 : 1 in accordance with § 222 ff. AktG. As a result of this measure, the Company’s share capital will be reduced from EUR 9,963,670.00, divided into 9,963,670 no-par-value bearer shares, by EUR 4,981,835.00 to EUR 4,981,835.00, divided into 4,981,835 no-par value bearer shares. The reduction will be made in accordance with the provisions on an ordinary capital reduction (§§ 222 et seq. AktG) at the ratio 2 : 1 in order to cover losses. The currently issued 9,963,670 shares of the Company will be consolidated in a ratio of 2 : 1 (reverse stock split). As a result, two existing shares would be merged into one new share and the calculated share price, based on its current amount, will be above EUR 1.00, which is the statutory minimum issue price for capital increases under the German Stock Corporation Act (AktG). The capital reduction has no impact on the valuation of the Company. The value and relative participation of the individual shareholder in the Company will also not be affected.
In addition, the Management Board and the Supervisory Board will propose to the General Meeting to carry out a capital increase of the existing 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 on the specific target volume of the cash capital increase and the subscription ratio will also be provided at the beginning of the subscription period.
The existing authorization of the Management Board to increase the share capital by issuing new shares in accordance with § 4 para. 2 of the Articles of Association (Authorized Capital 2018) shall be cancelled upon a new authorization coming into effect. The new authorization proposed by the Management Board and the Supervisory Board allows to increase 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 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.

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