About You : AGM 2024 Annual Financial Statements FY 2023/2024 of ABOUT YOU Holding SE including the Combined Management Report of ABOUT YOU Holding SE and the Group

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ABOUT YOU HOLDING SE I ANNUAL FINANCIAL STATEMENTS

AND COMBINED MANAGEMENT REPORT

1. Combined Management Report

This combined management report comprises both the group management report and the management report of ABOUT YOU Holding SE. It reports on the business operations as well as the current situation and expected development of ABOUT YOU Holding SE ("ABOUT YOU" or "Company") and its fully consolidated subsidiaries (together with ABOUT YOU referred to as "ABOUT YOU Group" or "Group").

The comments on ABOUT YOU are included in a separate section of the business report with disclosures according to the German Commercial Code (HGB). The consolidated financial statements of the Company have been prepared in accordance with Section 315e HGB in compliance with the International Financial Reporting Standards (IFRS) as applicable in the European Union. With the exception of the HGB disclosures in the chapter "Supplementary Management Report to the separate Financial Statements of ABOUT YOU Holding SE", all key financial figures contained in this combined management report, including the comparative figures for the previous financial year, have been prepared in accordance with IFRS. The German Accounting Standard 20 (GAS 20) "Group Management Report" has been applied. In the chapter "Accounting Policies" of the notes to the consolidated financial statement, additional disclosures are made on the underlying accounting principles.

1.1 Background to the Group

1.1.1 Business Model

ABOUT YOU has become one of Europe's fastest-growing online fashion stores of scale and is a leading e-commerce player for the Gen Y&Z with over 42 million monthly active users.1 By digitizing the offline shopping stroll, ABOUT YOU creates an inspiring and personalized shopping experience on the smartphone. The target group includes women and men between the ages of 18 and 40, who can find an assortment of more than 700,000 items2 from over 4,000 brands3 on aboutyou.com and in the ABOUT YOU app, including the own brands "ABOUT YOU" and "EDITED". ABOUT YOU is represented in all key markets in Continental Europe and in total ships to around 100 countries worldwide with the help of ABOUT YOU Global Shipping. In addition to the Commerce business, the ABOUT YOU Group has licensed its infrastructure, enabling corporate customers in the lifestyle sector and other industries to leverage ABOUT YOU's proprietary technology through the brand SCAYLE with its software-as-a-service ("SaaS") solution.

With influencer-driven discovery shopping, ABOUT YOU aims to inspire customers who are not looking to purchase any specific item or brand, enabling an exclusive and personalized online shopping experience that makes ABOUT YOU one of the preferred online fashion stores for young and fashion-conscious customers. With an online fashion market penetration of around 25% in 20234, ABOUT YOU expects continued long-term growth in the online fashion market, mainly due to the continued rise in the use of smartphones and social media. The so-called Gen Y&Z "digital natives" who tend to be inspired by influencers rather than traditional advertising and often make impulse purchases5, will continue to contribute to a sustained shift from offline to online offerings. With its innovative and digital offering, aimed in particular at the Gen Y&Z, ABOUT YOU is ideally positioned to benefit from the ongoing shift of the fashion market from offline to online retail.

1. The data is voluntary and therefore unaudited.
2. The data is voluntary and therefore unaudited.
3. Brands available in online fashion store as of February 29, 2024, excl. Second Love - The data is voluntary and therefore unaudited.
4. Euromonitor (2024) European apparel and footwear and apparel and footwear e-commerce. Retail value, current prices, fixed exchange rates 2023
5. According to the 5WPR Consumer Culture Report 2024

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ABOUT YOU HOLDING SE I ANNUAL FINANCIAL STATEMENTS

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To meet the ever-changing demand for fashion items, ABOUT YOU's Commerce business operates with a hybrid business model consisting of 1P and 3P. 1P refers to ABOUT YOU's own inventory, while 3P refers to partners' inventory. Both 1P and 3P are seamlessly integrated into ABOUT YOU's shopping offering, enabling an attractive value proposition for both customers and brands. ABOUT YOU stocks the most in-demand items from third-party brands in its own warehouses to ensure fast delivery times and to negotiate attractive prices. As a key component of 1P, the ABOUT YOU Group has established its own brands "ABOUT YOU" and "EDITED", among others, and regularly launches celebrity brands, in close and exclusive cooperation with influencers, celebrities, and brands. With the 3P model, ABOUT YOU enables brand partners to market their products via its online fashion store in two different operating models: Drop shipping, where the partner is responsible for its fulfillment, and "Fulfillment by ABOUT YOU" ("FbAY"), where ABOUT YOU manages the fulfillment. With 3P, ABOUT YOU can offer its customers a wide selection of relevant fashion items with full price control, while the partners benefit from the opportunity to target a young, digital, and social media-driven audience.

To fully leverage its expertise in e-commerce technology and marketing, ABOUT YOU established its Tech, Media, and Enabling ("TME") segment in 2018. It comprises B2B e- commerce software solutions ("Tech"), various advertising formats for brands ("Media"), and 360° services along the e-commerce value chain for third-party brands, including e- commerce operations and marketing growth services ("Enabling"). To further expand its B2B business and help other companies grow their D2C business, ABOUT YOU launched the B2B brand SCAYLE ("SCAYLE Commerce Engine"), spun off into a separate legal entity in 2023. The SCAYLE Commerce Engine enables brands and retailers to drive their growth with a state-of-the-art technology, extensive built-in features and a unique retail DNA. As a technical backbone for the development of an international D2C business, brands and retailers gain access to the entire Commerce infrastructure of ABOUT YOU in a flexible solution as an enterprise cloud license product. SCAYLE focuses on providing an intuitive, powerful user interface for business users and coding flexibility for developers. Commerce and tech teams can therefore directly shape the development of customer experiences.

As of February 29, 2024, ABOUT YOU had 1,233 permanent employees on a full-time equivalent basis ("FTE").

1.1.2 Group Structure

Management and Control

The Group is controlled by ABOUT YOU as the parent company, in which all management functions are bundled. The Group's revenue is mainly generated by ABOUT YOU SE & Co. KG, which is directly or indirectly fully controlled by ABOUT YOU.

ABOUT YOU's Management Board consists of three members: Tarek Müller (Co-Founder and Co-CEO), Hannes Wiese (Co-Founder and Co-CEO), and Sebastian Betz (Co-Founder and Co-CEO) who are jointly responsible for the strategy and operational management of the Group.

The Supervisory Board consists of six members who appoint and advise the Management Board and monitor its management activities. It is directly involved in all decisions of major importance to the Company. In particular, the Supervisory Board reviews the annual financial statements and the combined management report, approves the consolidated financial statements and reports on the results of its examination in the Supervisory Board's report to the Annual General Meeting.

Group Segments

In line with the ABOUT YOU Group's internal steering, the segment reporting is structured according to the ABOUT YOU Group's business segments.

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ABOUT YOU HOLDING SE I ANNUAL FINANCIAL STATEMENTS

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The ABOUT YOU DACH segment remains the segment with the highest revenue in the current financial year. The DACH segment includes the ABOUT YOU online stores in Germany, Austria, and Switzerland. In addition to the DACH segment, there is also the ABOUT YOU Rest of Europe ("RoE") segment. This segment includes the ABOUT YOU online stores in the other European countries. The TME segment essentially comprises three service businesses: the SaaS solution SCAYLE Commerce Engine (Tech, Media, Enabling), brand and advertising solutions (Media), and 360° services along ABOUT YOU's e-commerce value chain as well as other revenue-generating services and business areas (Enabling).

1.1.3 Vision, Mission and Corporate Strategy

Vision and Mission6

ABOUT YOU's values are defined as being fast, stay hungry, and execute with passion. Based on these values, the ABOUT YOU Group is continuously working to realize its vision of outgrowing the market and becoming the global #1 fashion platform.

The three pillars that form the foundation for the ABOUT YOU Group's success and shape its mission are shown in the illustration "Vision and Mission".

Vision: Become the Global #1 Fashion Platform

[Figure]: Vision and Mission

Corporate Strategy

To realize its vision, ABOUT YOU pursues a clear strategy based on five strategic priorities.

Capture the E-Commerce Fashion Market by Accelerating the Offline to Online Shift

For FY 2023/2024, the online fashion market once again experienced a significant decline compared to the already weak previous year. According to the German E-Commerce Association (bevh), online fashion revenue in Germany dropped by 13.3% in 2023 (2022: -

6 The contents of this chapter or section are voluntary and therefore unaudited.

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ABOUT YOU HOLDING SE I ANNUAL FINANCIAL STATEMENTS

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13.7%).7 The downward trend can be attributed to a surge in the cost of living, driven by elevated inflation and high interest rates, along with macroeconomic uncertainty due to the ongoing wars in Ukraine and the Middle East, which all pressured discretionary spending. Nevertheless, bevh expects an easing of this downward trend throughout 2024 and reassures that online shopping remains deeply anchored within all age groups, maintaining high customer satisfaction rates.8 According to the Management Board's assessment, the current downturn has no material impact on the overall long-term rising growth trend in the online fashion market that was anticipated prior to Covid-19 starting in FY 2019/2020. Overall, this points to a significant potential for further growth, particularly among younger customers. According to Eurostat, the highest proportion of internet users ordering fashion online in 2023 was in the 25 to 34 age group, closely followed by the 35 to 44 and 16 to 24 age groups.9

ABOUT YOU's offering is mobile and geared towards the younger generation of customers. Given the increase in online shopping and media consumption by the Gen Y&Z as well as the professionalization of the influencer ecosystem, discovery shopping is becoming increasingly important compared to traditional window shopping.10 Thanks to the inspirational and the influencer-driven shopping experience, as well as the highly scalable B2B e-commerce software solution, SCAYLE, the Management Board is convinced that ABOUT YOU is ideally positioned to capture a significant share of the European fashion market and to become the global #1 fashion platform in the long run.

Scaling and Increasing Profitability of Existing Markets

As ABOUT YOU's online fashion store was designed to scale geographically, the Group has regularly explored opportunities to expand into new markets. To implement these expansion plans, ABOUT YOU utilized its agile and efficient go-to-market playbook, which enables fast and cost-effectiveroll-outs into new markets. As such, the Group expanded its reach outside the DACH region to Belgium and the Netherlands ("BeNe") in FY 2017/2018, followed by Central and Eastern Europe ("CEE") in FY 2018/2019, and Southern Europe ("SEU") as well as the Nordics in FY 2020/2021. To explore further growth and investment opportunities, ABOUT YOU Global Shipping went online in FY 2020/2021 at aboutyou.com in English and Spanish with a selected range of products. Today, the ABOUT YOU Group can ship to a total of around 100 countries worldwide with the help of this service.

Due to its strong presence in all key markets in Continental Europe, ABOUT YOU is not planning any major new market entries in FY 2024/2025 but will rather focus on the further development of its existing markets, in line with the go-to-market playbook. This initially entails the scaling phase, i.e., a strong build-up phase of the customer base and high growth. This is followed by the profitability phase, i.e., the medium- to long-term goal of adjusted EBITDA break-even after market entry and continuing to grow profitably.

Expand the Offering of Own Labels as well as Exclusive Products and Add New Product Categories

To differentiate itself from its competitors, ABOUT YOU has expanded its range of third-party fashion items with Own Labels as well as exclusive celebrity brands. This allows ABOUT YOU to create a fashion offering tailored to its core customer groups. In addition, its strong presence on social media and experience with influencers make it easier to identify trends. Offering such exclusive products leads to increased customer loyalty and attracts new customers.

According to the Management Board, ABOUT YOU has established trust and credibility with its fashion offering and is well-positioned in the market. Nevertheless, ABOUT YOU

1. bevh (January 2024) Umsätze im E-Commerce erreichen Talsohle [Revenue in e-commerce reaches bottom]
2. bevh (January 2024) Umsätze im E-Commerce erreichen Talsohle [Revenue in e-commerce reaches bottom]
3. Eurostat (March 2024) E-commerce statistics for individuals
4. Market study conducted by Ipsos on behalf of ABOUT YOU

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ABOUT YOU HOLDING SE I ANNUAL FINANCIAL STATEMENTS

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consistently evaluates and updates its offering to refine the core fashion selection and explore opportunities in adjacent product categories. This includes further expanding the product range in segments such as kidswear, sportswear, and inclusive sizing to meet evolving consumer needs.

Scale and Expand the TME Business

The ABOUT YOU Group monetizes its proprietary technological infrastructure, markets its website inventory, and offers its value chain through the TME segment as a SaaS product. The aim is to strengthen and expand the B2B business line in the e-commerce infrastructure market and build a solid and loyal corporate customer base. To further drive TME's growth, the ABOUT YOU Group plans to grow its sales team, to develop new products, and to expand the existing product range.

The B2B brand SCAYLE, which provides services to external enterprise customers independently of the ABOUT YOU Commerce ecosystem, is expected to remain a key contributor to this end. Since August 18, 2023, SCAYLE services are performed by SCAYLE GmbH, which is a separate legal entity within the ABOUT YOU Group, alongside the online fashion store ABOUT YOU.11 With this step, SCAYLE is structurally ideally positioned to drive further growth with increased autonomy and flexibility. Despite the challenging market conditions in e-commerce, SCAYLE's business performance has developed strongly in FY 2023/2024 with several go-lives, such as s.Oliver, Fielmann and DEICHMANN. Additionally, SCAYLE's focus was on acquiring further new as well as international customers beyond Germany. These include, amongst others, Mister Spex, ATP Autoteile, Babymarkt.de, Perfectly Basics, and Manchester United.

Continue to Improve Adjusted EBITDA

In FY 2023/2024, the ABOUT YOU Group delivered on its plan to reach adjusted EBITDA break-even at Group level. This has been the result of increasing gross margin while reducing marketing, fulfillment and administrative costs relative to revenue. Going forward, the Management Board plans to continue to improve the adjusted EBITDA in absolute terms.

Gross margin is expected to increase, driven by the reduced promotional activity in the fashion industry due to the normalized inventory situation compared to previous periods. Additionally, the introduction of a new commission model for brand partners, price adjustments within the FbAY business model, and a higher proportion of SCAYLE's high- margin B2B revenue in the TME segment are expected to further support this gross margin growth.

In terms of marketing costs, the focus in FY 2023/2024 was on performance marketing to support revenue growth, alongside influencer campaigns, content generation, and smaller brand-building initiatives. While these measures will persist, a slight uptick in the marketing cost-to-revenue ratio is anticipated due to increased brand building and customer acquisition campaigns aimed at further penetrating and scaling existing markets.

The fulfillment cost-to-revenue ratio is expected to decrease as all distribution centers are now operational, marking the completion of the network rollout. The decrease is also attributed to easing inflation and measures to improve unit economics.

Finally, the administrative cost-to-revenue ratio is expected to decrease by further benefiting from positive scaling effects and operational efficiency measures.

1.1.4 Management System

The Group's key performance indicators are revenue and adjusted EBITDA.

11 SCAYLE GmbH is a 100% owned subsidiary of ABOUT YOU Verwaltungs SE, which in turn is a 100% subsidiary of ABOUT YOU Holding SE.

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ABOUT YOU HOLDING SE I ANNUAL FINANCIAL STATEMENTS

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Adjusted EBITDA is not a recognized financial indicator under IFRS. The Management Board of ABOUT YOU believes that the adjustments to EBITDA allow the performance to be compared on a consistent basis excluding special items. Adjusted EBITDA is defined as EBITDA excluding share-based payment expenses, restructuring costs and non-operatingone-time effects. Non-operatingone-time effects are defined as key non-recurring expenses or income that do not result from the Group's core activities. The adjusted EBITDA margin is calculated as the ratio of adjusted EBITDA to revenue.

1.1.5 Research and Development

It is characteristic for ABOUT YOU as an e-commerce and technology company to invest in its own technological infrastructure. In addition to the company's own employees, freelancers are also involved in development. Capitalized own development costs amounted to EUR 34.7 million in FY 2023/2024 (2022/2023: EUR 36.4 million). Depreciation of capitalized development costs amounted to EUR 20.6 million in FY 2023/2024 (2022/2023: EUR

18.2 million). Development costs, which are at a slightly lower level than in the previous year continue to illustrate the further development of the company's own technological infrastructure to meet the demands on operating processes and systems due to growth and the expansion of the B2B services offered. Research costs were insignificant in FY 2023/2024.

1.2 Report on Economic Position

1.2.1 Macroeconomic and Sector-Specific Environment

During FY 2023/2024, economic growth was impacted by various factors and faced significant challenges. Inflation rates remained elevated although they experienced a decline throughout the year. Central banks maintained interest rates at restrictive levels impacting economic growth and geopolitical tensions intensified further, affecting global supply chains. Considering these developments, the International Monetary Fund (IMF) estimates that the global economy grew by 3.1% in 2023 (2022: 3.5%).12 Compared to the last estimate in October 2023, the growth expectation was revised upward by 0.1 percentage points due to stronger than estimated economic growth in the United States as well as several major emerging market and developing economies. For the eurozone, the IMF estimates that the economy grew by 0.5% in 2023 (2022: 3.4%), reflecting a relatively high exposure to the war in the Ukraine. Growth expectations were revised downward by 0.2 percentage points compared to the last estimate in October 2023. This was mainly due to Germany where a contraction of the economy was forecasted for H2 2023 due to weakness in interest-rate- sensitive sectors and slower trading-partner demand.

Even though global economic growth developed slightly better than expected in H2 2023, growth rates were significantly lower in the eurozone compared to 2022. This is also reflected in consumer confidence for the eurozone which has only recovered slightly from its lows in 2022 as the overall macroeconomic environment remained challenging.

Similar to the broader economy, the online fashion market was impacted by a surge in the cost of living driven by elevated inflation and high interest rates. The macroeconomic uncertainty further pressured discretionary spending and the online to offline rebalancing continued to negatively impact the online fashion market. This became particularly visible in the online apparel segment in Germany. According to bevh estimates this fell by 13.3% in 2023 (2022: -13.7%).13

1.2.2 Business Development

In a volatile and uncertain market environment, the ABOUT YOU Group achieved its FY 2023/2024 top-line guidance narrowed in January 2024. The Group recorded a 1.6% YoY increase in revenue to EUR 1,935.2 million (2022/2023: EUR 1,904.6 million). ABOUT YOU also

1. IMF (January 2024) World Economic Outlook
2. bevh (Januar 2024) Umsätze im E-Commerce erreichen Talsohle [Revenue in e-commerce reaches bottom]

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ABOUT YOU HOLDING SE I ANNUAL FINANCIAL STATEMENTS

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achieved its bottom line guidance. Adjusted EBITDA amounted to EUR 3.2 million in FY 2023/2024 (2022/2023: EUR -137.0 million) and is thus in line with the guidance released in May 2023.

ABOUT YOU's Q1 2023/2024 started in a challenging market environment with unfavorable cold weather conditions in Europe and continued elevated inventory levels. This led to a discount-intensive competitive environment in the fashion industry. Consumer sentiment in the eurozone improved slightly but was still at a low level. In Q2 2023/2024, revenue momentum increased slightly mainly because comparative figures from the previous year were on a lower basis and easier to beat. Consumer sentiment continued to improve moderately but remained in negative territory. In addition, persistently elevated inventory levels in the fashion industry continued to results in a discount-intensive competitive environment and impacted revenue growth. Based on the business results achieved in H1 2023/2024, as well as the ongoing difficult market environment, ABOUT YOU narrowed its expectations for revenue growth at the time of its H1 2023/2024 reporting on October 10, 2023, to the lower half of the range of +1% to +11% YoY in FY 2023/2024.

The revenue development at the beginning of Q3 2023/2024 was impacted by unusually warm weather conditions in Central European markets leading to a delayed sellout of the fall/winter collections. Although revenue dynamics improved throughout Q3 2023/2024, the market environment continued to be volatile and consumer sentiment remained on low levels having an overall negative impact on revenue dynamics. Based on the business results achieved in the first nine month of FY 2023/2024 and the ongoing volatile market environment, ABOUT YOU narrowed the top-line guidance even further expecting revenue growth to come in around the lower end of the range of +1% to +11% YoY. In Q4 2023/2024, revenue returned to growth driven by lower comparative figures from the previous year and a lower level of discounting.

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1.3 Group Result of Operations

To improve the control of individual cost items and to increase comparability with competitors, ABOUT YOU works with additional performance indicators, known as Alternative Performance Measures ("APMs"). Four cost APMs are decisive for ABOUT YOU: cost of sales, fulfillment costs, marketing costs, and administrative costs, and their respective ratios to revenue.

These APMs break down the Group's costs in a way that it becomes visible where they were incurred. This makes it easier to distinguish costs with variable portions from costs with higher fixed cost portions. The Group's results of operations can hence be managed with greater accuracy.

Income Statement based on APM

1.3.1 Revenue Development

In FY 2023/2024, Group revenue increased by 1.6% to EUR 1,935.2 million (2022/2023: EUR 1,904.6 million).

In a difficult market environment, the number of LTM active customers decreased by 3.2% to

12.3 million as per February 29, 2024 (12.7 million as per February 28, 2023). This decline was primarily driven by the shortening of the timeframe for achieving the break-even target in customer acquisition and a reduction in media-driven market entry and sales campaigns.14

The average order frequency per active customers decreased by 1.0% to 3.1 (2022/2023 LTM: 3.1). The decline in order frequency can be attributed mainly to the challenging market conditions as well as unit economics measures introduced to increase the profitability of existing customers. The lower order frequency and the decrease in the number of active customers resulted in a reduction of number of orders by 4.2% to 37.8 million orders (2022/2023: 39.4 million).15

The average order value (LTM) increased by 5.8% YoY to EUR 58.0 (2022/2023 LTM: EUR 54.8) due to the positive effects of measures to improve unit economics as well as higher gross selling prices and lower discount levels.16

In FY 2023/2024 the uptick in the average order value overcompensated for the slight decline in the average order frequency driving the average LTM GMV per customer to increase by 4.8% YoY to EUR 177.7 (2022/2023: EUR 169.6).

1. The content of this section is voluntary and therefore unaudited.
2. The content of this section is voluntary and therefore unaudited.
3. The content of this section is voluntary and therefore unaudited.

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