Marketplaces: The New Home for Luxury Goods Q2 2021 Marketplace & E-commerce Review EXECUTIVE SUMMARY Marketplace & E-commerce Sector Wrap-Up » The Q2 Marketplace & E-commerce report highlights the growing trend of marketplaces catering to luxury goods, both digitally native new market entrants and legacy luxury suppliers turning to technological solutions ‒ As consumer confidence in online transactions grows, marketplaces that have pursued high AOV markets have succeeded, such as 1stDibs which IPO’d this quarter ‒ Catalyzed by the pandemic, legacy luxury goods marketplaces, such as the premier auction houses, have turned to software solutions, bringing increased momentum to companies like GCA client LiveAuctioneers, which merged with competitor ATG this quarter » The momentum in the IPO market continued in Q2 2021 from its hot pace in Q1 with recent IPOs including 1stDibs, Legal Zoom, and Zomato ‒ SPAC transactions have also continued to be active with ticketing marketplace VividSeats and wholesale marketplace Boxed among announced SPAC transactions in the quarter » The M&A market has been extremely active in Q2 with 21 significant M&A transactions across the segment seen in Q2 2021 including: ‒ ATG’s acquisition of GCA client LiveAuctioneers ‒ Shutterfly’s acquisition of custom art marketplace Spoonflower ‒ Etsy’s acquisition of British fashion marketplace Depop for $1.6 Bn » Massive financing rounds supporting companies that thrived during 2020 have continued, including for private funding leaders: ‒ Carro raised $360 MM led by SoftBank ‒ Vinted raised $303 MM led by EQT » In the public markets, all groups comprising the Marketplace & E-commerce ecosystem have seen increased share pricing YoY, led by the Travel grouping as they come out of COVID » We are seeing strong valuations across the ecosystem as well, led by the Payments sector with a median multiple of 30.6x 2021E EBITDA Select Q2 Active Acquirers Select Q2 Active Investors 2 I. GCA OVERVIEW II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS III. PUBLIC MARKETS IV. M&A AND FINANCINGS V. PUBLIC COMPS BACKUP 3 GCA OVERVIEW Leading Global Investment Bank Providing Strategic M&A and Capital Markets Advisory Services Global Marketplace & E-commerce Sector Team John Lambros Josh Wepman Rupert Sadler Alex Grünwald Sam Fuller Tobias Schultheiss Thomas Egli New York New York New York Zürich London Frankfurt Zürich Managing Director; Managing Director; Managing Director Managing Director Member of Executive Managing Director Managing Director Managing Director President, GCA US Management Europe [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] Highly Active in All Key Disruptive Areas of the Technology Market Full-Suite of M&A and Capital Market Advisory Services Digital Media Software Tech-Enabled Services » Marketplaces » Vertical Application » Marketing Services ~60% ~65% ~35% ~80% » E-commerce » Commerce & Retail » Information Services TRANSACTIONS HAVE SELL-SIDE BUY-SIDE REPEAT OR » Digital Content & IP Technology » Professional Services TECH COMPONENT TRANSACTIONS TRANSACTIONS REFERRED CLIENTS » Marketing / Advertising » Data & Analytics » IT Services Technology » Asset Maintenance & » Customer Care & Claims » Music, Video & Social Repair Services » Gaming » Infrastructure ~50% ~50% 500+ 100+ CROSS-BORDER FINANCIAL SPONSOR TOTAL TRANSACTIONS DEBT TRANSACTIONS 65 142 47 TRANSACTIONS TRANSACTIONS IN LAST 3 YEARS IN LAST 3 YEARS DEALS LAST 3 YEARS DEALS LAST 3 YEARS DEALS LAST 3 YEARS Leading Franchise in Marketplaces and E-commerce 4 GCA OVERVIEW Leading Global Investment Bank STOCKHOLM MANCHESTER LEEDS PARIS FRANKFURT BIRMINGHAM MUNICH KYOTO NAGOYA ZURICH TOKYO LONDON SHANGHAI NEW YORK LAUSANNE MILAN NEW DELHI OSAKA TEL AVIV SAN FRANCISCO FUKUOKA MUMBAI SINGAPORE HO CHI MINH CITY Global platform: Sector expertise: Exceptional cross- 24 offices in key Experienced team: Expansive coverage border capabilities: markets across Over 500 employees and deep Half of all America, Asia and across the globe specialization transactions Europe Broad spectrum Diversified Strong reputation of clients: business model: and track record: Leading Geographically High number of conglomerates, top balanced, synergistic repeat clients and private equity firms and complementary referrals and emerging high- focus areas growth companies San Francisco | New York | Birmingham | Frankfurt | Fukuoka | Ho Chi Minh City | Kyoto | Lausanne | Leeds | London | Manchester | Milan | Mumbai | Munich | Nagoya | New Delhi | Osaka | Paris | Shanghai | Singapore | Stockhom | Tel Aviv | Tokyo | Zurich 5 GCA OVERVIEW Experience in Marketplace and E-commerce Marketplace E-commerce Photographic Online auction equipment Vacation rental Online job Online bathroom Online furniture Online automotive Online hair and house marketplace marketplace classifieds products retail retail beauty retail Real estate rental Visual design Online RV rental Stock photo Online adult Online furniture & Kitchen & home Online retail marketplace marketplace marketplace marketplace product retail home décor retail hub cashback enabler Insurance Online job Online B2B Online real estate Online HQ Online mobile & Online fashion Online pet marketplace classifieds classifieds classifieds pictures fashion retail retail retail 6 GCA OVERVIEW Global Experience in Consumer 7 GCA OVERVIEW Case Study: LiveAuctioneers’ Sale to Auction Technology Group GCA acted as exclusive financial advisor to LiveAuctioneers, the leading curated online North American arts & antiques marketplace, on its sale to Auction Technology Group Background Transaction Summary » LiveAuctioneers is an operator of a leading North » On June 17, 2021, LiveAuctioneers announced it entered into a American Marketplace for fine and decorative art, definitive agreement to be acquired by ATG antiques, and vintage collectibles. As a preeminent high-end marketplace, LiveAuctioneers allows » The combination of ATG’s global reach with LiveAuctioneers’ TRANSACTION DATE auctioneers to realize operational efficiencies and presence in the large and fast-growing North American art and Pending bidders to access a wide range of exceptional items antiques segment provides auction houses on both platforms through online auctions INDUSTRY access to a wider audience of bidders while more efficiently Digital Marketplace, » Since the Company’s founding in 2002, making payment, back-office, and marketing solutions mutually Consumer, Tech-Enabled LiveAuctioneers has successfully connected bidders available to partner auction houses Services with more than 6,000 auctioneers across North America » GCA acted as exclusive financial advisor to LiveAuctioneers in » ATG is the operator of the world's leading marketplace connection with the transaction for curated online auctions. ATG provides a suite of online products and services to auctioneers in order to maximize the value of the assets that auctioneers sell for their consignors, while giving bidders access to a wide range of inventory in a trusted, convenient environment 8 GCA OVERVIEW Case Study: Vitruvian Partners’ Series D Fundraise for MPB GCA acted as exclusive financial advisor to Vitruvian Partners, a London-based private equity firm, on its investment in MPB, a leading online marketplace for photographic equipment Background Transaction Summary » Founded in 2006, Vitruvian Partners is a private equity » On June March 31, 2021, MPB raised GBP 49.8MM of Series D investment firm based in London. The firm seeks to venture funding in a deal led by Vitruvian Partners invest in companies operating in the business services, consumer services, financial services, life sciences, » The funds will be used to focus on new product developments TRANSACTION DATE healthcare, media, technology, telecom, and internet and technology that broadens the way in which people can March 31, 2021 sectors across Europe, the US, and China access photo and video equipment INDUSTRY » MPB is a leading online marketplace intended to transform the way people buy, sell, and trade-in photo Digital Marketplace, » GCA acted as exclusive financial advisor to Vitruvian Partners in and video equipment. The company’s platform uses a Consumer, E-Commerce, connection with the transaction Retail custom-designed technology to solve the challenges of peer-to-peer transactions, enabling buyers and sellers to trade a vast range of photographic and video equipment » Since the Company’s founding in 2011, MPB has successfully grown to recirculate 300,000 items of used photography gear every year 9 GCA OVERVIEW Case Study: Sennheiser’s partnership with Sonova GCA acted as exclusive financial advisor to Sennheiser, the leading designer and producer of audio headphones and speakers, on the sale of its Consumer Division to Sonova Background Transaction Summary » Sennheiser is a leading manufacturer of audio » On May 7, 2021, Sonova agreed to acquire the Consumer headphones and speakers. The company’s products Division of Sennheiser provide wireless speakers, Bluetooth headsets, audio microphones, and other various headphones, enabling » The combination will enable Sonova to lead innovation in TRANSACTION DATE customers to enjoy proper music through high quality hearing experience and to engage consumers early on in their Pending audio devices hearing journey. Sonova will leverage the brand-strength and INDUSTRY » Since the Company’s founding in 1945, Sennheiser has