June 21, 2012

ACQUISITION OF BONITA

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DISCLAIMER This document contains forward-looking statements, which are based on the current estimates and assumptions by the management of TOM TAILOR Holding AG. Forwardlooking statements are characterised by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate and similar formulations. Such statements are not to be understood as in any way guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by TOM TAILOR Holding AG and its affiliated companies depend on a number of risks and uncertainties and may therefore differ materially from the forward-looking statements. Many of these factors are outside TOM TAILOR Holding AG’s control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. TOM TAILOR Holding AG neither plans nor undertakes to update any forward-looking statements.

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AGENDA

Executive Summary Bonita Facts & Figures Acquisition Rationale & Combination Benefits Financial Summary

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EXECUTIVE SUMMARY

Bonita overview



A leading women’s apparel fashion retailer specialising on the „best-ager“ consumer



Dynamic market segment with attractive growth dynamics, yet limited competition from apparel specialists



Vertical supplier with 100% retail distribution and over 950 stores in prime locations across stable markets



Highly profitable and cash generative business model underpinned by a best-in-class system



Combination of two established players with complementary strengths and brand/customer positionings

Strategic rationale

Shareholder value creation

[¹]



“Product excellence meets retail excellence”



Customer/age target extension into an attractive, under-serviced market segment



Creation of a „heavy weight“ in the European fashion sector with considerable synergies and scale benefits



Compelling deal structure enabling attractive transaction multiple of 3.7x[¹] 2011 adj. EBITDA and 0.58x[¹] 2011 sales



Significant enhancement of financial profile (e.g. margins, cash flows)



Transaction expected to be immediately EPS-accretive



Comfortable leverage maintained; net debt/EBITDA of the combined entity at the end of FY 2012 expected to be below 2.5x

Value of share component based on TOM TAILOR Xetra closing share price of €11.56 per June 19, 2012

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TRANSACTION HIGHLIGHTS  On June 20, 2012, TOM TAILOR entered into a definite agreement to acquire Bonita for a total consideration of € 220m[¹], consisting of:  a cash consideration of € 150m[2]  a share consideration of 6,028,050 new TOM TAILOR shares  Versorgungs- und Förderungsstiftung (“VFS”), the 100% shareholder of Bonita, will become a long-term anchor investor in TOM TAILOR (3-year lock-up period). Following a planned 10% cash capital increase for refinancing purposes, VFS will be diluted to 24.9% – the long-term ownership level agreed between the parties  The issue of the 6,028,050 shares and the planned 10% cash capital increase are within the authorised share capital limit  A moderate financing structure will be maintained. Net debt/EBITDA of the combined entity at the end of FY 2012 expected to be below 2.5x  Closing of the transaction expected in early August 2012. Consolidation planned as of August 1, 2012

c. 6.0m new shares TOM TAILOR

Cash consideration € 150m[2]

VFS

100% of Bonita [1] [2]

Value of share component based on TOM TAILOR Xetra closing share price of €11.56 per June 19, 2012 Subject to customary closing account adjustments

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AGENDA

Executive Summary Bonita Facts & Figures Acquisition Rationale & Combination Benefits Financial Summary

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BONITA AT A GLANCE 1

Leading fashion retailer in the European “best-ager” segment 

One of the few specialist apparel retailers in the dynamic “best-ager” segment



Primary focus on women in the 40+ age group



Customer recognition for Bonita’s strong product assortment, service levels and store atmosphere

Highly profitable and cashgenerative business model

Sales ‘11A: € 379m

2

Broad distribution network of over 950 retail stores across key European markets 

Mono-label, 100% retail distribution



Leading presence in high-street locations and shopping centres in German-speaking regions



Established track record for profitable store roll-out

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Adj. EBITDA ‘11A: € 59m margin: 15.7%

Adj. EBITA ‘11A: € 36m margin: 9.5%

Vertically integrated retailer with full control over entire value chain 

Fashion follower with 12 collections and 48 releases per year



Highly systematic business model with rigorous focus on standardised store format



State-of-the-art SAP-based ERP and logistics system with excess capacity

Cash generation ‘11A: € 50m[¹] % adj. EBITDA: 84.3%

Note: Unaudited Bonita financials prepared in accordance with IFRS, recalendarised to Dec Y/E [¹] Cash flow from operating activities

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IMPRESSIONS

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IMPRESSIONS

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1

A LEADING SPECIALIST APPAREL RETAILER IN THE UPPER-MID PRICE SEGMENT... Segmentation of the German apparel market c. 4% of sales

STRENESSE

BOGNER

HUGO BOSS RALPH LAUREN

NAPAPIJRI TOMMY HILFIGER GAASTRA MARC O’POLO STEFANEL CAMP DAVID GERRY WEBER ARQUEONAUTAS

 Fashion trend follower  Targeting women and men

MEXX ESPRIT S. OLIVER STREET ONE

Mid price segment

 Upper-mid price segment

CLOSED DIESEL REPLAY G-STAR PEPE

MANGO BESTSELLER ZARA GROUP

CECIL

 12 collections and 48

releases per year

high

PRADA

PARAJUMPERS

Luxury segment

Premium segment

aged 40 years +

ESCADA

JIL SANDER

Price segment

c. 96% of sales

H&M

Low cost segment

NEW YORKER PIMKIE ORSAY

TAKKO

C&A KIK

low Fashion orientation

low

high

Source: Management view

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1

... APPRECIATED BY CUSTOMERS FOR ITS PRODUCT OFFERING, STORE ATMOSPHERE AND SERVICE LEVEL... Product and assortment

Service quality

Top-5

Store atmosphere

Top-5

Gerry Weber

467

459

Top-5 .

198

Gerry Weber

194

.

8,6

Gerry Weber

8,5

Wöhrl

455

Ulla Popken

P&C

454

Jeans Fritz

188

Esprit

8,2

Esprit

452

SinnLeffers

186

Zero

8,2

Average

419

Average

191

170

Wöhrl

Target value

8,3

7,3

Source: Top-Shops 2011 (Textilwirtschaft) Note: Based on survey of c. 3,000 customers

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... WELL POSITIONED TO GAIN SHARE IN THE GROWING, YET LESS COMPETITIVE “BEST-AGER” MARKET “Less competitive” target market segment

Growing customer base EU 27

Gerry Weber

2010

Basler

2030



Germany 2010

2030

Female population (m)

256

266

42



Perceived brand strength in sizes 42–48

1

39

Thereof >50 years (m)

100  122

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

20

Less competition in Bonita segment Gelco

Olsen Bianca

Lerros

Source: Eurostat

Betty Barclay Cecil

 Target customers aged 40+ with comparably

Strong competition Esprit Casual Mexx

high expenditure for clothing

Taifun

 “Best-ager” with increasing share in s. Oliver Casual TommyHilfiger

Street One

MarcO‘ Polo

Perceived brand strength in sizes 36–42

population  Few specialist apparel retail chains servicing

the “best-ager” segment  Bonita well positioned to gain market share

Source: DOB Coordinates 2012 (TextilWirtschaft); management view for Bonita as not part of wholesale survey Note: Survey based on wholesale partners’ view with respect to brands’ strength in respective sizes

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2

A UNIQUE, EXCLUSIVELY OWN-OPERATED RETAIL NETWORK ACROSS KEY EUROPEAN MARKETS... European footprint (number of stores)

German footprint

Sales 11/12 by country[¹] Switzerland Benelux 7% 8% Germany 72%

Austria 13%

Netherlands 107 Belgium 7

Switzerland 41

Poland 2

Germany 683

Austria 115

 955 mono-label stores as of March 31, 2012,

including 50 Bonita men stores  Located in high-street locations and shopping centres

with a focus on cities with >50,000 inhabitants [¹]

As of Bonita FY11/12 (February year-end; German GAAP)

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2

... UNDERPINNED BY A PROVEN AND SCALABLE STORE CONCEPT  Standardised store concept  Average store size of c. 85 sqm  Centrally-controlled store merchandising  Clear and open layout with focus on

presentation of merchandising  Focus on service quality  Consistent in-store experience

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A VERTICALLY-INTEGRATED SYSTEM RETAILER Collection concept

 A collection concept based on complete outfits  4 core colour schemes which can be flexibly combined  12 collections and 48 releases per year

In-house

Sourcing

 Currently c. 1/3 from Far East, Turkey and Europe, each, mainly through importers  Average order lot of c. 6,000 pieces  No dependency on any single supplier

Production

 Handled by external suppliers  Collections created, produced and distributed exclusively under the Bonita label

Logistics

 A best-in-class, centrally-controlled stock exchange system  Stock can be brought back to the warehouse daily or shipped between stores as required

Distribution

 Exclusively through own-operated stores  Centralised control of store concept, layout and merchandising  Store design strictly tailored to Bonita’s 4 core colour schemes

Outsourced

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AGENDA

Executive Summary Bonita Facts & Figures Acquisition Rationale & Combination Benefits Financial Summary

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STRONG OPERATING ADVANTAGES FROM THE COMBINATION... How Bonita benefits from TOM TAILOR  Proven design and product expertise

How TOM TAILOR benefits from Bonita  Outstanding retail capabilities based on high degree of

 Well-established sourcing organisation in Asia incl. an

standardisation  Expansion know-how

own sourcing office in Hong Kong  International wholesale experience (SIS, Franchise)

 Fully automated retail logistics centre with significant

capacity reserves

 Men’s wear competence

 SAP-based IT infrastructure

 Marketing know-how  Experience in online business and outlet operations

 Strong cash flow generation

What can be achieved together  Creation of a „Heavy Weight” within the European fashion sector  Significant synergies; economies of scale in particular in sourcing    

and logistics Excellent market position with two strong complementary brands Well-balanced men / women product portfolio Extension of customer base / age coverage Coordinated retail expansion, joint leasing of store space

“Product excellence meets retail excellence” 16

...WITH CONSIDERABLE SYNERGIES ACROSS THE VALUE CHAIN

Collection planning

Sourcing

Logistics

Distribution



Transfer of TOM TAILOR’s collection planning competence to Bonita



Lead time reduction at Bonita



Improve Bonita’s collection planning and design capabilities



Effective bundling of volume through same suppliers



Increasing share of direct sourcing without intermediaries



Joint using of TOM TAILOR sourcing office in Asia



Utilise Bonita’s distribution centre excess capacity



Increase share of store-ready picking



Integration of TOM TAILOR retail business into Bonita warehouse



Leverage of Bonita’s unique and proven retail capabilities



Scale benefits in store roll-out (e.g. leases, furniture/fittings)

 Synergies net of integration costs expected to break even in FY 2014  Expected run-rate synergies of € 10m p.a. on EBITDA level from FY 2015

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WE WILL HAVE A LEADING POSITION AMONG THE LARGEST GERMAN APPAREL COMPANIES… The leading German apparel companies by sales (€ m) Adidas

5.380

Esprit

3.018

Hugo Boss

1.729

s. Oliver

1.070

Puma

941

Steilmann

840

New TOM TAILOR Ocean Pro Forma

725

CBR

710

Gerry Weber

622

Holy

Bonita Isla Ocean TOM TAILOR Marc O'Polo Escada

400 378 348 315 280

Source: TextilWirtschaft June 2011; Bonita and TOM TAILOR sales refer to 2010 actuals Note: unaudited Bonita financials prepared in accordance with IFRS, recalendarised to Dec Y/E

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…EXTENDING OUR CUSTOMER TARGET REACH... Customer segmentation by age TOM TAILOR Denim[1]

TOM TAILOR Casual[2]

>45 years 1%

57%

Bonita

>45 years 5%

>45 years 83%

37% 30%