Scout24 AG

Investor Presentation • May 10, 2017

www.scout24.com

Scout24 AG

Q1 2017 Results Conference Call

May 10, 2017

Disclaimer

This document has been issued by Scout24 AG (the "Company" and, together with its direct and indirect subsidiaries, the "Group") and does not constitute or form part of and should not be construed as any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision, nor does it constitute a recommendation regarding the securities of the Company or any present or future member of the Group.

All information contained herein has been carefully prepared. However, no reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Company or any of its directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

The information contained in this presentation is subject to amendment, revision and updating. Certain statements, beliefs and opinions in this document are forward-looking, which reflect the Company's or, as appropriate, senior management's current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any information contained in this presentation (including forward-looking statements), whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.

This document is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither this document nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any US person.

By attending, reviewing or consulting the presentation to which this document relates or by accepting this document you will be taken to have represented, warranted and undertaken that you have read and agree to comply with the contents of this notice.

Nothing in this document constitutes tax advice. Persons should seek tax advice from their own consultants or advisors when making investment decisions.

Due to rounding, numbers presented throughout this statement may not add up precisely to the totals indicated, and percentages may not precisely reflect the absolute figures for the same reason.

Key Financial Highlights

Note: All figures in € millions.

Compared with the Q1 2016 statement, the results related to European AutoTrader B.V., Amsterdam, acquired as at 1. February 2016, were considered since acquisition date (see Q2 2016 statement). 1. Ordinary operating (oo)EBITDA represents EBITDA adjusted for non-operating and special effects, ordinary operating EBITDA margin of a segment is defined as ordinary operating EBITDA as a percentage of external segment revenues.

1. Cash contribution is defined as ooEBITDA less Capital expenditures, cash conversion as ooEBITDA / (ooEBITDA less Capital expenditures)

IS24: Platform for Continued Growth

IS24: Core agent evolution Q1 2016 trends

Key highlights

1. No listings at any online sources 6 months after inactivation at IS24. Page 4

AS24: Delivering on Growth Potential

Note:

Compared with the Q1 2016 statement, the following changes occured: i. consideration of the results related to European AutoTrader B.V., Amsterdam, acquired as at 1. February 2016, since acquisition date (see Q2 2016 statement).

Ordinary Operating Cost

(in €m)	Q1 2016	Q1 2017
Revenues	105.8	113.9	including €0.6m for stock-option • programme for employees (SOP)
Own work capitalised	2.6	2.6	increase driven by regular salary • increase as well as seasonality effects
Personnel (incl. external labour)	(29.7)	(31.2)
Marketing (online & offline)	(12.7)	(13.8)	driven by investments product • innovation in 2017
IT	(4.2)	(3.8)
Other costs	(9.6)	(11.0)
Total operating cost	(53.6)	(57.4)
Ordinary operating EBITDA	52.2	56.5
Ordinary operating EBITDA-margin	49.3%	49,6%

Note:

Compared with the Q1 2016 statement, the following changes occurred: In order to increase transparency, the aggregation of expenses was modified partially as at 1. January 2017, in particular a reclass from Other operating expenses to IT expenses. To ensure comparability with the previous year's accounting periods, the corresponding figures were restated retrospectively (EUR 0.1 million).

Below EBITDA Items

(in €m)	Q1 2016	Q1 2017	Comments
Non-operating items	(3.5)	(3.2)
Reported EBITDA	48.6	53.3
D&A	(3.9)	(4.3)
D&A on PPA items PPA Effect	(12.1)	(10.2)
EBIT	32.6	38.8
Results Equity Method	(0.0)	(0.0)
Finance Income	0.0	1.3
Finance Cost	(12.5)	(3.5)
Earnings before Tax	20.1	36.6
Taxes on Income	(7.1)	(12.4)
Earnings after Tax	13.0	24.2
Earnings per Share (in €)	0.12	0.23
Earnings1 Adjusted	26.4	33.5
(in €)1 Earnings per Share adjusted	0.25	0.31
	Ordinary operating EBITDA	52.2	56.5

• include €0.5m effect from share-based compensation (Management Equity Programmes), €0.8m performance based compensation stemming from a purchase price agreement, €1.1m of cost relating to M&A, €0.9m personnel cost relating to the reorganisation

• significantly reduced interest rate (Q1 2017: 1,7%; Q1 2016: 4,0% average throughout the quarter) driving decrease • Q1 2016 including €2.7 million expense from derivative instruments, Q1 2017 with €1.3 million gain (0% floor on EURIBOR, non-cash relevant)

• Low-to-mid 30% effective tax rate expected for the Full Year 2017 (slightly higher than normalized rate of 31.5%)

Capital structure

Strong deleveraging profile and low interest margins supporting dividend payment

Margin ratchet thresholds

Leverage		Margin1
(Net Debt/EBITDA)	Term Loan	Revolving Facility2
>3.00x	2.00%	1.60%
>2.50x	1.70%	1.30%
>2.00x	1.50%	1.10%
>1.50x	1.30%	0.90%
>1.00x	1.10%	0.70%
<1.00x	0.90%	0.50%

Key highlights

• Refinancing end of 2016 significantly improved interest margins, as business de-levers over time, margin ratchet will reduce interest expense further
• Management and Supervisory Board will propose 0.30€ Dividend per share to Annual General Meeting in June 2017
• Target pay-out ratio of 30.0% to 50.0% of adjusted net income over time

Gross Debt Cash and cash equivalents

1. Leverage test on a quarterly basis with new spread applicable 45 days post quarter end

2. Revolving Facility is subject to a utilisation fee depending of the amount drawn (<33.3% : 0.1% , <66.7% : 0.2% , >66.7% : 0.4%)

/ ordinary operating EBITDA)

Leverage (Net debt³

1. Net debt is defined as total debt (current and non-current liabilities) less cash and cash equivalents

Recap: Strong Free Cash Flow Generation

Revenue to Free Cash Flow Bridge (3M 2017)

1. Cash conversion is defined as (oo EBITDA less Capital Expenditure) / oo EBITDA .

Outlook Full Year 2017 [unchanged] On track to reach targets

Q1 2017

Group revenues expected to record a high-single-digit percentage growth rate

IS24 is expected to achieve a mid-single percentage revenue growth rate, revenue growth weighted towards second half 2017 with acceleration to a mid- to high-single-digit growth rate

AS24 is expected to grow revenues at a mid-teens percentage rate

Group ooEBITDA margin is expected to increase by around one percentage point

• IS24 is expected to achieve an ordinary operating EBITDA margin on a slightly lower (but, at least 61%) or a comparable level than in 2016
• AS24 margin expected to expand by at least five percentage points

Reconciliation Adjusted Earnings¹

(in €m)	Q1 2016	Q1 2017
Earnings before Tax	20.1	36.6
Add back non-operating items	3.5	3.2
Add back D&A on PPA items	12.1	10.2
Add back extraordinary finance expense/ income and effects from derivative instruments	2.7	(1.3)
Deduct Profit from disposal of investments accounted for using the equity method	-	-
Adjusted Earnings before Tax	38.5	48.7
Adjusted Tax based on normalized Tax rate	(12.1)	(15.2)
Non-Controlling interest	0.1	(0.0)
Adjusted Earnings attributable to owners of the parent	26.6	33.4
Earnings per Share adjusted (in €)1	0.25	0.31
Weighted average of shares (in million)	107.6	107.6

Based on relevant nominal tax rate as stated in Annual Report 2015 and 2016 respectively.

Q1 2015: 31.44%; Q1 2016: 31.30%

1. Voluntary information, unaudited, not reviewed.

Income Statement

(EUR '000)	Q1 2017	Q1 2016 1
Revenues	113,858	105,780
Own work capitalised	2,559	2,581
Other operating income	197	372
Total operating performance	116,614	108,733
Personnel expenses	(28,361)	(26,705)
Advertising expenses	(13,870)	(12,684)
IT expenses	(3,823)	(4,237)
Other operating expenses	(17,308)	(16,468)
EBITDA (Earnings before interest, tax, depreciation and amortisation)	53,252	48,639
Depreciation and amortisation	(14,419)	(16,083)
EBIT (Earnings before interest and tax)	38,833	32,556
Results from investments accounted for using the equity method	(11)	(1)
Financial income	1,323	48
Financial expenses	(3,539)	(12,483)
Net financial result	(2,227)	(12,436)
Earnings before tax	36,607	20,120
Income taxes	(12,374)	(7,132)
Earnings after tax	24,233	12,988
Of which attributable to:
Non-controlling interests	-	(140)
Shareholders of the parent company	24,233	13,128
Basic earnings per share
Earnings per share after tax	0.23	0.12
share2 Diluted earnings per
Earnings per share after tax	0.22	0.12

1. Compared with the Q1 2016 statement, the following changes occured: i. consideration of the results related to European AutoTrader B.V., Amsterdam, acquired as at 1. February 2016, since acquisition date (see Q2 2016 statement). ii. In order to increase transparency, the aggregation of expenses was modified partially as at 1. January 2017, in particular a reclass from Other operating expenses to IT expenses. To ensure comparability with the previous year's accounting periods, the corresponding figures were restated retrospectively (kEUR 859).

2. The dilution is based solely on potential shares deriving from share-based compensation.

Balance Sheet

Assets (EUR '000)	31/03/2017	31/12/2016
Current assets	129,816	96,175
Cash and cash equivalents	73,874	43,441
Trade receivables	43,311	43,275
Financial assets	502	406
Income tax receivables	1,030	1,249
Other assets	11,099	7,804
Non-current assets	2,025,183	2,034,722
Goodwill	816,231	816,231
Trademarks	983,451	983,523
Other intangible assets	207,771	217,560
Property, plant and equipment	9,462	9,953
Investments accounted for using the equity method	2,705	1,666
Financial assets	535	535
Deferred tax assets	2,441	3,482
Other assets	2,587	1,772
Balance sheet total	2,154,998	2,130,897

Balance Sheet

Equityandliabilities (EUR '000)	31/03/2017	31/12/2016
Current liabilities	115,840	112,300
Trade payables	22,257	27,897
Financial liabilities	32,456	31,835
Other provisions	2,520	4,027
Income tax liabilities	24,191	15,870
Other liabilities	34,415	32,671
Non-current liabilities	1,023,483	1,027,827
Financial liabilities	645,045	645,539
Pensions and similar obligations	461	443
Other provisions	613	632
Income tax liabilities	58	29
Deferred tax liabilities	374,844	378,579
Other liabilities	2,463	2,605
Equity	1,015,676	990,770
Subscribed share capital	107,600	107,600
Capital reserve	427,778	427,570
Retained earnings	479,274	455,041
Measurement of pension obligations	-88	-85
Other reserves	1,112	1,107
Treasury shares (0 shares, previous year 13,400 shares)	-	-463
Equity attributable to shareholders of parent company	1,015,676	990,770
Non-controlling interests	-	-
Balance sheet total	2,154,998	2,130,897

Cash Flow Statement

(EUR '000)
	Q1 2017	Q1 20161
Earnings after tax	24,233	12,988
Depreciation and amortisation	14,419	16,083
Income tax expense/(income)	12,374	7,132
income1 Financial	(1,323)	(48)
Financial expenses1	3,539	12,483
Result from investments accounted for using the equity method	11	1
Result on disposal of intangible assets and property, plant and equipment	2	(2)
Other non-cash transactions	672	1,092
Change in other assets not attributable to investing or financing activities	(4,146)	(1,797)
Change in other liabilities not attributable to investing or financing activities	(4,037)	(6,768)
Change in provisions	(1,514)	(705)
Income taxes paid	(6,497)	(2,401)
Cash flow from operating activities	37,733	38,058
Purchases of intangible assets	(3,396)	(4,265)
Purchases of property, plant and equipment	(677)	(590)
Proceeds from disposal of intangible assets and property, plant and equipment	3	5
Payments to acquire financial assets	(141)	-
Proceeds from sale of financial assets	47	155
Payments for acquisitions of at equity investments	(100)	-
Payments made to acquire subsidiaries	-	(27,745)
Interest received	2	12
Cash flow from investing activities	(4,262)	(32,428)
Repayment of short-term financial liabilities	(44)	(52)
Interest paid	(2,997)	(8,426)
Cash flow from financing activities	(3,041)	(8,478)
Effect of foreign exchange rate changes on cash and cash equivalents	3	(8)
Change in cash and cash equivalents	30,433	(2,856)
Cash and cash equivalents at start of period	43,441	70,639
Cash and cash equivalents at end of period	73,874	67,783

IR Contact details and financial calendar

Financial Calendar (expected)

Thursday 8 June 2017	Annual General Meeting
Wednesday 9 August 2017	Half Year Report 2017
Wednesday 8 November 2017	Interim Report Q3 2017
Mid of November 2017 (Date to be confirmed)	Capital Markets Day

Full year report report.scout24.com/2016

http://www.scout24.com/en/Investor-Relations.aspx

Investor Relations Contact

Britta Schmidt Vice President Investor Relations & Treasury

Diana Apostol

Junior Manager Investor Relations

Tel : +49 89 444 56 3278 ; Fax : +49 89 444 56 193278; Email : ir@scout24.com