About You (YOU) Investor Update summary

Transaction overview and structure

• Zalando announced a voluntary public takeover offer to acquire up to 100% of ABOUT YOU 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.

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

• No minimum acceptance threshold applies; closing is subject to merger control and regulatory approvals, with finalization expected in summer 2025.

• The offer document will be submitted to BaFin within four weeks of announcement, with a 4–6 week acceptance period after approval.

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

Strategic rationale, synergies, and value creation

• The €6.50 per share offer is supported by a fairness opinion and aims to create significant value for shareholders, with targeted Group EBIT synergies of around €100 million per year.

• The deal will maintain a dual-brand B2C strategy, leveraging complementary company cultures and targeting distinct customer segments.

• ABOUT YOU’s SCAYLE and Zalando’s ZEOS will integrate to enhance B2B offerings, creating a comprehensive e-commerce operating system.

• Commercial collaboration is expected to yield a low single-digit percentage uplift in gross margin for ABOUT YOU, with additional marketing and fulfillment efficiencies.

• The transaction is not driven by overhead synergies but by joint value creation in B2C and B2B segments.

Stakeholder impact and ESG

• Employees are considered a key asset, with a focus on talent retention and development, and both companies are founder-led with strong cultural fit.

• Customers and partners will benefit from a dual-brand strategy and expanded B2B offerings in logistics, tech, and services.

• The combination is expected to enhance ESG standards, drive positive change for a sustainable and inclusive fashion industry, and empower responsible shopping.

• Both companies have a history of joint ESG initiatives, such as FASHION LEAP FOR CLIMATE and FASHION AGAINST FASCISM.

• ABOUT YOU will leverage Zalando’s ecosystem for long-term growth and financial stability.