PRESS RELEASE

About You’s Schefe Board and Supervisory Board
Support Zalando’s public takeover offer

• IF You lead the Board of Directors and the Board of Supervisors recommend the shareholders to accept Zalando’s takeover offer
• Cash offer of € 6.50 per share is considered a fair and reasonable offer price
• Strategy for building pan-European ecosystems for fashion and lifestyle e-commerce combines the strengths of both companies, and offers significant value-creating potential in B2B and B2C
• Acceptance period for takeover offer ends on February 17, 2025, at 24:00 CET

Hamburg | January 31, 2025 – The Committee and the Board of Supervisors for whether you keep seeing today issued its joint motivated statement in accordance with section 27 of the German securities acquisition and acquiring law (WPüg) regarding the voluntary public takeover offer from Zalando see on January 20, 2025, for your shares.

Following a thorough review of the offer document, the management committee and the supervisory board explicitly support the takeover offer. Both boards are convinced that the business combination of roughly you and Zalando offers significant value -creating potential. They support unanimous creation of a combined group that, as a pan-European ecosystem for fashion and lifestyle e-commerce, will generate significant synergies and will have an attractive long-term economic profile. Thus, the Management Board and the Board of Supervisors recommend that if you shareholders accept the current takeover offer.

“After careful review of the Board and the Board of Supervisors, we are convinced that the offer is in the best interest to you, our shareholders, employees and partners,” says Tarek Müller, the one about You group co-founder and co-CEO. “In addition to a similar corporate culture, you and Zalando share a driving force to think about fashion shopping and create the best possible experience for customers. Teaming Up gives something unique: two separately driven brands in B2C, each adapted to the needs of their customers, while at the same time taking advantage of our strengths to create a powerful B2B platform. “

Important aspects of the motivated statement
The statement is based on the offer document published on January 20, 2025 for the acquisition of up to 100% of approximately you share capital. The management board and the Board of Supervisors for you welcome the strategic and economic intentions described by Zalando, which has mainly been agreed between you and Zalando in the business combination agreement signed on December 11, 2024, and balances the interests of both parties.

Both companies intend to gather their capacities and expertise to form a combined group, which means that they can get a larger share in the European fashion market and accelerate progress towards a more sustainable future for the company and the industry.

For the business to companies, the Board of Directors and the Board of Supervisors are positive for the integration of the supplementary B2B services for both companies to build a holistic system for e-commerce. Scayle, one of the world’s fastest growing corporate trading platforms, will be integrated into Zalando’s B2B segments and will strengthen the joint offer for corporate customers.

The boards explicitly support the planned strategy with dual brands for business consumer companies. If you and Zalando will retain their distinct brand identities and run their fashion stores online largely independent. Selected features will be combined to unlock synergies. If you will continue to be Europe’s most personal fashion store online for its more than 12 million still customers, and offer an inspiring range of over 700,000 articles.

The management board and the Board of Supervisors approve it if the You Current Management Board team should continue in their roles after the transaction is complete. With this partnership, two basic companies gather, based on a complementary culture and capacity. About you and Zalando agree that their similar corporate cultures and shared values ​​form the basis for the combined group’s past and future success.

Fair offer price of € 6.50 per share
If You ‘Board of Directors and the Board of Supervisors, together with its advisors, have reviewed and evaluated Zalando’s takeover offering for justice in the offer price of 6.50 euros per share. The offer of EUR 6.50 represents a premium of 22.87% compared to the average analyst’s target price of EUR 5.29 (Median: EUR 5.80) and a premium of 107% compared to you three months volume -weighted average share price on December 10 2024, the last trading day before Zalando announced its intention to submit a takeover offer.

Against this background, the boards consider the offer price of EUR 6.50 per share as fair and appropriate from an economic perspective.

Acception period until 17 February 2025
The acceptance period for the offer began with the publication of the offer document on On January 20, 2025 and ends on February 17, 2025, 24:00 hours CET (local time in Frankfurt am Main, Germany). If your shareholders should contact their respective guardians to accept their shares and ask for all relevant deadlines determined by their custodians who may require measures before the formal end of the acceptance period.

The takeover offer is not subject to a minimum acceptance limit and is subject to common closing conditions including antitrust approvals. The transaction is currently expected to close in the summer of 2025.

Further details are stated in the joint motivation statement about You’s Schef and the Board of Supervisors. This document, along with a non-binding English translation, is available about you Investor relations website.

About your group
The About You Group is an international e-commerce group, organized in various strategic business units: Online Fashion Store about you represents the group’s companies to consumer companies. With over 12 million active customers, About You is one of the largest online and lifestyle online retailers in Europe and the leading supplier of a personal shopping experience on smartphones. In the award -winning about your app and at omyou.com, customers find inspiration and a number of more than 700,000 articles from about 4,000 brands. The group’s operations for business operations are largely handled by Scayle GmbH. Scayle offers a modern, cloud -based business system that allows brands and retailers to quickly and flexibly scale their digital companies and adapt to growing customer needs. Over 200 online stores choose Scayle’s trading technology under a license model, including leading brands and dealers such as Harrods, Manchester United, Deichmann, Fielmann and FC Bayern. The latest subsidiary of About You Group, Scayle Payings GmbH, complements the group’s portfolio of payment services. The payment service provider received a license for payment service from the German federal financial supervisory authority (BAFF) in October 2024 and is currently being rolled out in various European markets. SCayle payments enable seamless integration of modern payment solutions and help to scale customers’ digital business models.

For more information, visit: Corporate.aboutyou.de/en.

Media contact
Laila Helmy | Corporate communication
[email protected]

Investor relations contact
Frank Böhme | Investment relationships
[email protected]

Responsible
This publication does not constitute an offer to buy or a call to sell about your shares. Only the joint motivated statement from the management board and the Board of Supervisors for you is authoritative. The information in this press release does not constitute explanations or additions to the statements in the joint justified statement.

Some statements in this edition may constitute “forward -looking statements” involving several risks and uncertainties. Forward -looking statements are generally identifiable with the words “May”, “will”, “should”, “plan”, “expect”, “anticipate”, “appreciates”, “faith”, “refers”, “project”, ” Goals “or” goals “or the negative of these words or other variations on these words or comparable terminology. Forward -looking statements are based on assumptions, forecasts, estimates, forecasts, opinions or plans that in themselves are subject to significant risks, as well as uncertainties and preparedness that can be changed. No representation is made or will be made of whether you keep seeing that all forward statements will be achieved or will prove to be correct. The actual future operations, financial positions, the results of the business and the prospects may differ significantly from those calculated or forecasted in the forward statements. Neither you keep seeing see or any of their respective member associations take any obligation to update, and do not expect to update publicly, or publicly revise any forward -looking statements or other information contained in this edition, whether it is a result of new information , future future events, or otherwise, except about what is required by law.