Scout24 AG

Investor Presentation • May 9, 2016

www.scout24.com

Scout24 AG Q1 2016 Results Conference Call May 11, 2016

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.

Key Financial Highlights

Note: All figures in € millions.

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.

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

IS24: Platform for Continued Growth

Page 3

AS24: Delivering on Growth Potential

Page 4

Corporate – Revenue & EBITDA

Ordinary operating EBITDA Reflecting Cost for Holding Activities

1. Ordinary operating (oo)EBITDA for Corporate represents EBITDA adjusted for non-operating and special effects and including reconciliation of management fee recharged to IS24 and AS24.

Below EBITDA Items

P&L
( € million)	Q1 2016
o.o. EBITDA	52
non-operating items	(3)
Reported EBITDA	48
D&A	(4)
PPA D&A on PPA items Effect	(12)
EBIT	32
Results Equity Method (incl. Value Adjustments)	(0)
Finance Income	0
Interest Finance Costs	(12)
Profit before Income Taxes	20
Taxes Taxes on Income	(7)
Profit	13

Capital structure

Current Debt (Nominal Value) & Terms Comments Dec-2015 Mar-2016 Coupon Tranche Amount (€m) Amount (€m) Reference Maturity Term Loan B 424 424 EURIBOR¹ 12-Feb-21 Term Loan C 357 357 EURIBOR¹ 15-Apr-22 Revolver (€45.6m committed) 0 0 EURIBOR 12-Feb-20 Other loans (FlowFact, Stuffle) 1 1 Total Debt (Nominal Value) 782 782 Cash & Cash Equivalents 71 68 Net Nominal Value 712 715 3.7x 921

Scout24 is currently rated by Moody's (B1) and S&P (B+)

Net primary IPO proceeds of €214m and excess cash flow of €40m were used to pay down debt resulting in annualized interest savings of ~€9.5m

As business de-levers over time, margin ratchet will reduce interest expense further

Margin ratchet thresholds

Leverage (Net Debt/EBITDA)	Margin
>4.00x	4.25%
>3.50x	3.75%	
>2.75x	3.50%
<2.75x	3.25%

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

− Lower margin according to margin ratchet of +3.75% in place since mid of February 2016

Gross Debt Cash and cash equivalents Leverage (Net debt / ordinary operating EBITDA)

1. Conditional on interest rate; floor at 0.00%.

Outlook 2016 (unchanged)

Income Statement

(€m)		01/01/15 - 03/31/15	01/01/16 - 03/31/16
Revenues		92.7	104.7
Own work capitalised		2.7	2.6
Other operating income		0.7	0.4
Total operating performance	Disclosure of cost structure	96.1	107.7
Personnel expenses	changed compared to	(23.5)	(26.4)
Advertising expenses	previous	(11.6)	(12.6)
IT expenses	periods	(3.3)	(3.3)
Other operating expenses		(16.6)	(17.3)
EBITDA		41.1	48.0
Depreciation and amortisation		(15.6)	(16.0)
EBIT		25.5	32.1
Profit/(Loss) from investments accounted for using the equity method Finance income		- 0.4	(0.0) 0.0
Finance costs		(8.8)	(12.5)
Financial result		(8.4)	(12.4)
Profit/ (Loss) before income taxes		17.1	19.6
Taxes on income		(5.9)	(7.0)
Profit/ (Loss) for the period		11.3	12.6

Balance Sheet

(€m)	12/31/15	03/31/16
Current assets	117.7	115.5
Cash and cash equivalents	70.6	67.8
Trade receicables	37.8	37.9
Income tax receivables	0.3	0.2
Other assets	8.6	9.4
Financial assets	0.3	0.2
Non-current assets	2,055.5	2,070.6
Intangible assets	2,030.4	2,019.5
Property, plant and equipment	13.0	12.1
Investments accounted for using the equity method	1.6	1.6
Deferred tax assets	6.7	6.1
Other assets	2.9	2.8
Financial assets	0.8	28.5
Total assets	2,173.2	2,186.1
Current liabilities	86.9	126.5
Trade Payables	25.6	20.3	€40.0m
Financial liabilities	6.0	45.8	accounted for
Income tax liabilities	15.3	22.9	as current
Other liabilities and provisions	40.0	37.5	financial
Non-current liabilities	1,165.0	1,124.6	liabilities due to repayment
Financial liabilities	767.9	732.1	early April
Income tax liabilities	0.0	0.0	2016
Deferred tax liabilities	393.0	388.6
Other liabilities and provisions	4.1	3.9
Equity	921.3	935.0
Subscirbed capital	107.6	107.6
Capital reserve	800.0	800.0
Other components of equity	424.1	425.2
Retained earnings	(412.2)	(399.4)
Other reserves	1.1	1.1
Non-controlling interests	0.7	0.5
Total liabilities & equity	2,173.2	2,186.1

Page 11

Cash Flow Statement

(€m)	01/01/15 - 03/31/15	01/01/16 - 03/31/16
Result from continuing operations	11.3	12.6
Depreciation, amortization and impairments of intangible assets and property plant and equipment	15.6	16.0
Income tax expenses/(income)	5.9	7.0
Interest expense/(income)	8.2	9.7
Other financial result	0.2	2.7
Results from investments accounted for using the equity method	-	0.0
Result from disposals of intangible assets and property, plant and equipment	0.0	(0.0)
Other non-cash transactions	(0.3)	1.1
Changes in assets not attributable to investing or financing activities	2.9	(0.7)
Changes in equity and liabilities not attributable to investing or financing activities	(11.9)	(7.2)
Changes in provisions	(3.3)	(0.7)
Income taxes paid	(0.3)	(2.4)
Net cash generated from operating activities	28.2	38.1
Purchases of intangible assets and property, plant and equipments	(3.9)	(4.9)
Proceeds from disposals of intangible assets and property, plant and equipment	0.0	0.0
Proceeds from the disposal of financial assets	0.1	0.2
Payments for acquisition of subsidiaries, net of cash acquired	-	(27.7)
Proceeds from the sale of discontinued operations	1.9	-
Interest received / others	0.1	0.0
Cash flow from investing activities of continuing operations	(1.8)	(32.4)
Repayment of short-term financial liabilities including lease liabilities	-	(0.1)
Interest paid	(8.0)	(8.4)
Other financial payments	(0.0)	-
Cash flow from financing activities of continuing operations	(8.1)	(8.5)
Exchange gain/losses on cash and cash equivalents	0.2	(0.0)
Net (decrease)/increase in cash and cash equivalents	18.5	(2.9)
Cash and cash equivalents at the beginning of the reporting period	21.4	70.6
Cash and cash equivalents at the end of the reporting period	39.9	67.8

IR Contact details and financial calendar

Investor Relations Contact	Financial Calendar (expected)
	Britta Schmidt	Thursday 23 June 2016	Annual General Meeting
Vice President Investor Relations & Treasury Tel : +49 89 444 56 3278 Fax : +49 89 444 56 193278 Email : ir@scout24.com		Thursday 11 August 2016	Half yearly Report 2016 (and Q2)
	Wednesday 9 November 2016	Interim Report 2016 (Nine Months and Q3)

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

Full year report report.scout24.com/2015