About You (YOU) Investor Update summary

Transaction overview and terms

• Zalando SE announced a voluntary public takeover offer to acquire up to 100% of About You Holding SE at €6.50 per share, representing a 107% premium over the three-month average share price and a 67% premium to the last closing price as of December 10, 2024.

• Major shareholders, including Otto, Heartland, and management, representing about 73% of shares, have entered binding agreements to sell their shares.

• The offer is not subject to a minimum acceptance threshold and is contingent on regulatory and merger control approvals, with closing expected in summer 2025.

• ABOUT YOU's management and supervisory boards intend to recommend shareholders accept the offer after reviewing the offer document.

• The offer document is expected to be submitted to BaFin within four weeks of announcement, with publication and acceptance period following regulatory approval.

Strategic rationale, value creation, and stakeholder impact

• The deal aims to create a leading fashion and lifestyle e-commerce ecosystem, leveraging complementary company cultures, founder-led teams, and talent.

• The €6.50 per share offer is supported by a fairness opinion and is considered attractive for shareholders.

• The transaction targets significant value creation, including around €100 million in annual EBIT synergies, and is not driven by overhead reductions but by joint B2C and B2B opportunities.

• Employees are seen as key assets, with a focus on talent development and a strong cultural fit.

• The combined group will pursue a dual-brand strategy, maintaining About You’s style-led approach and integrating B2B offerings, with joint ESG efforts to drive sustainability and inclusion.

Synergies, operational, and B2B integration

• Commercial collaboration is expected to yield low single-digit percentage revenue uplift for About You through improved buying terms.

• Marketing efficiencies will be sought by coordinating promotional calendars and online marketing, rather than deep integration.

• Fulfillment networks will be integrated over time for cost and customer benefits, with no material additional integration costs anticipated.

• ABOUT YOU's SCAYLE and Zalando's ZEOS are already partially integrated, enabling further optimization and cross-benefits for customers.

• Additional integration will include payment and size/fit solutions, and joint go-to-market strategies in the U.S. will leverage Zalando’s network to expand SCAYLE’s reach.