Scout24 AG

Investor Presentation • Mar 30, 2016

www.scout24.com

Scout24 AG Full Year 2015 Results Conference Call March 30, 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.

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

Key Operational Highlights

We Continue to Deliver on our Mission by Remaining Relevant to BOTH our Customers and Consumers

Source: Management estimates, own traffic monitor

Key Financial Highlights

Note: All figures in € millions.

1. Given the Group's complex financial history, to facilitate year-on-year comparison and to better represent the business trends and situation of Scout24, additional, voluntary disclosure has been provided for the twelve-month period ended December 31, 2014. These figures represent the sum of financials from the audited consolidated financial statements of Scout24 Holding GmbH for the short financial year from January 1, 2014 until March 31, 2014 and from the audited consolidated financial statements of Asa NewCo GmbH for the period of April 1, 2014 to December 31, 2014.

2. 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.

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

Recent Developments

Membership migration process¹ Relative listings position to #2 competitor Listings evolution Number of core agents 22,092 ('000s) Dec-15 76% 12% Dec-14 1.5x 1.4x Dec-14 1.0x Mar-15 Sept-15 Dec-15 1.3x Jun-15 1.1x 504 523 511 525 503 21,326 20,606 20,041 19,355 Highly successful membership year 1

Dec-14 Mar-15 Jun-15 Sept-15 Dec-15

1. Among the approximately 90% of core agents that are targeted for migration to the membership model.

Source: Management estimates. Note: Number of listings and customers for Competitors A and B combined excludes duplicates.

1. Includes both agent and private listings.

1. Management estimates, based on visits to the IS24 platform from mobile devices, mobile and all IS24 applications as measured by own traffic monitor.

2. Based on Unique Monthly Visitors ("UMV") for traffic and total time spent for engagement, comScore MMX December 2015 (desktop only for traffic and desktop and mobile for engagement), management estimates.

3. Share based on total time spent within Germany competitor set for online property classifieds which includes IS24, Immonet and Immowelt.

ARPU Evolution

(ARPU in €/month)

IS24 Wrap-Up

AutoScout24

Focus on Germany – Closing the Gap to mobile.de

1. Management estimates, based on internal data.

2. Autobiz, December 2015.

3. Management estimates, based on visits to the AS24 platform from mobile devices, mobile and all IS24 applications as measured by own traffic monitor.

AutoScout24

Focus on Italy & Benelux – Cementing our Leadership Positions

1. Management estimates, based on internal data.

2. Autobiz, September 2015.

3. Management estimates, based on visits to the AS24 platform from mobile devices, mobile and all IS24 applications as measured by own traffic monitor.

AS24 Wrap-Up

Growth opportunity: Large adjacencies

1. Solvency check is a product jointly developed with a partner. Mortgage and relocation products are offered by third parties.

2. Source: OC&C analysis.

3. Comprised of c.€1bn property marketing spend and €2bn+ automotive (incl. OEM) marketing spend.

Financial Review

Strong Growth with Increasing Profitability

Group Revenue and EBITDA

IS24: Platform for Continued Growth

1. Given the Group's complex financial history, to facilitate year-on-year comparison and to better represent the business trends and situation of Scout24, additional, voluntary disclosure has been provided for the twelve-month period ended December 31, 2014. These figures represent the sum of financials from the audited consolidated financial statements of Scout24 Holding GmbH for the short financial year from January 1, 2014 until March 31, 2014 and from the audited consolidated financial statements of Asa NewCo GmbH for the period of April 1, 2014 to December 31, 2014.

Page 16

AS24: Clear Margin Upside and Growth Potential

Corporate – Revenue & EBITDA

Ordinary operating EBITDA Mainly Reflecting Cost for Holding Activities

Below EBITDA Items

	P&L			Comments
	( € million)	Q4 2015	12M 2015
	oo EBITDA	4 5	190	include €5.5m of IPO-related costs and • €3.6m non-cash accounting effect from
	non-operating items	(4)	(23)	share-based compensation (Management Equity Programme),
	Reported EBITDA	4 1	167	remainder mainly relating to restructuring started in 2014
	D&A	(5)	(16)
PPA Effect	D&A on PPA items	(13)	(50)
	EBIT	2 3	101	Gain from sale of stake in Property Guru •
Results Equity Method	Results Equity Method (incl. Value Adjustments)	0	2 1
	Finance Income	(1)	5	Post refinancing cash interest of • EURIBOR + 4.25% spread on €995m
Interest	Finance Costs	(14)	(49)	nominal value of debt (€782m following pre-payment with IPO proceeds)
	Profit before Income Taxes	1 1	7 9
Taxes	Taxes on Income	(2)	(22)	Low effective tax rate due to tax free • nature of gain from Property Guru stake sale
	Profit	9	5 7

Capital structure

Current Debt (Nominal Value) & Terms Comments

Tranche (amount in €m)	Sep-2015	Dec-2015	Coupon	Maturity
Term Loan B	595	424	EURIBOR1 + spread	12-Feb-21
Term Loan C	400	357	EURIBOR1 + spread	15-Apr-22
Revolver (€45.6m committed)	0	0	EURIBOR1 + spread	12-Feb-20
Other loans (FlowFact, Stuffle)	1	1
Total Debt (Nominal Value)	996	782
Cash & Cash Equivalents	75	71
Net Nominal Value	921	712

• Scout24 is currently rated by Moody's (B1) and S&P (B+)
• Net primary IPO proceeds of €214m were used to pay down debt
• 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

Outlook 2016

Recap: Strong Free Cash Flow Generation

Revenue to Free Cash Flow Bridge (12M 2015)

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

AutoScout24

Focus on Germany – Establishing Content Parity to mobile.de

Recap: German Property Market Characteristics

The German Market Demonstrates Less Volatility…

» Less volatile transaction activity compared to the UK and Australia » Sustainable health and upside potential of housing prices

50%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

70%

90%

110%

130%

150%

170%

190%

210%

230%

250%

International Markets

…And a More Sustainable Price Development Than

1. Residential transactions only. Source: Germany: GEWOS; UK: UK Land Registry; Australia: ABS; OC&C analysis.

2. Source: Statistisches Bundesamt, ONS, INSEE, OC&C analysis.

2014 112.5%

166.6%

241.9%

Additional Voluntary Disclosure

12-month 2014 aggregated financials reconciliation

		S24 Holding +	Asa NewCo =	Aggregated	Scout24 AG
(€m)		01/01/14 - 03/31/14	04/01/14 - 12/31/14	01/01/14 - 12/31/14	01/01/15 - 12/31/15	YoY % Change
e u n e	IS24 AS24 Coporate Core operations	55.7 24.6 1.4 81.7	175.8 82.3 2.4 260.5	231.4 106.9 3.9 342.1	266.7 120.7 2.8 390.3	15.3% 13.0% 14.1%
v e R	FRS24/other reconciling items Group	8.2 (7.4) 82.5	14.3 (12.0) 262.9	22.5 (19.4) 345.3	3.3 0.0 393.6	14.0%
A D	IS24 AS24 Coporate	30.3 5.1 (1.5)	99.0 26.0 (7.0)	129.3 31.1 (8.5)	159.2 43.8 (8.7)	23.1% 40.9%
T BI E o o	Management fee reconciliation Core operations FRS24/other reconciling items	n/a 34.0 0.2 (0.9)	(2.9) 115.1 1.6 (1.5)	(2.9) 149.0 1.8 (2.4)	(5.5) 188.8 1.1 (0.4)	26.7%
	Group	33.3	115.2	148.6	189.6	27.6%

Income Statement

(€m)	04/01/14 - 12/31/14	01/01/15 - 12/31/15
Revenues	262.9	393.6
COGS	(40.2)	(43.4)
Gross Profit	222.6	350.2
IT and product service costs	(35.0)	(51.6)
Distribution and marketing costs	(99.8)	(135.1)
Administrative expenses	(80.7)	(68.2)
Other operating income	1.6	6.8
Other operating expenses	(0.1)	(0.8)
Operating profit	8.6	101.3
Results from investments accounted for using the equity method	(1.9)	(0.8)
Profit from disposal of investments accounted for using the equity method	-	22.1
Finance income	0.5	4.8
Finance costs	(29.6)	(48.5)
Profit/ (Loss) before income taxes	(22.5)	78.9
Taxes on income	1.3	(22.0)
Profit/ (Loss) from continuing operations	(21.2)	56.9
Profit from discontinued operations	1.0	-
Profit/ (Loss) for the period	(20.2)	56.9

Balance Sheet

(€m)	12/31/14	12/31/15
Current assets	67.7	117.9
Cash and cash equivalents	21.4	70.6
Trade receicables	35.1	37.8
Income tax receivables	0.5	0.3
Other assets	8.8	8.9
Financial assets	1.9	0.3
Non-current assets	2,127.4	2,055.7
Intangible assets	2,060.7	2,030.4
Property, plant and equipment	17.1	12.7
Investments accounted for using the equity method	38.2	1.6
Deferred tax assets	6.2	7.2
Other assets	1.9	2.9
Financial assets	3.3	0.8
Total assets	2,195.1	2,173.6
Current liabilities	90.2	83.8
Trade Payables	32.4	25.6
Financial liabilities	1.8	4.2
Income tax liabilities	15.0	15.3
Other liabilities and provisions	41.0	38.7
Non-current liabilities	1,044.7	1,168.5
Financial liabilities	636.6	769.7
Income tax liabilities	0.0	0.0
Deferred tax liabilities	402.6	393.4
Other liabilities and provisions	5.5	5.4
Equity	1,060.2	921.3
Subscirbed capital	2.0	107.6
Capital reserve	800.0	800.0
Other components of equity	304.1	424.1
Retained earnings	(48.2)	(412.2)
Other reserves	1.0	1.1
Non-controlling interests	1.3	0.7
Total liabilities & equity	2,195.1	2,173.6

Note: In the cash flow statement, cash and cash equivalents includes cash and cash equivalents reported in the balance sheet as well as cash and cash equivalents of non-current assets held for sale.

Cash Flow Statement

(€m)	04/01/14 - 12/31/14	01/01/15 - 12/31/15
Profit for the year	(21.2)	56.9
Depreciation, amortization and impairments of intangible assets and property plant and equipment	50.1	65.6
Income tax expenses/(income)	(1.3)	22.0
Interest expense/(income)	26.1	47.4
Other financial result	3.1	(3.7)
Results from investments accounted for using the equity method	1.9	0.8
Profit from the disposal of investments accounted for using the equity method	-	(22.1)
Result form disposal of subsidiaries	(0.1)	-
Result from disposals of intangible assets and property, plant and equipment	0.1	0.0
Other non-cash transactions	2.8	3.7
Changes in assets not attributable to investing or financing activities	0.2	(4.2)
Changes in equity and liabilities not attributable to investing or financing activities	2.3	(4.2)
Changes in provisions	2.3	(6.4)
Income taxes paid	(1.1)	(31.4)
Results from discontinued operations	1.0	-
Net cash generated from operating activities	66.1	124.5
Purchases of intangible assets and property, plant and equipments	(12.0)	(19.3)
Purchases/repayments of financial assets	(1.7)	2.6
Advance payments made in connection with investing activities	(0.1)	-
Proceeds from disposals of intangible assets and property, plant and equipment	0.1	0.1
Proceeds from investments accounted for using the equity method, less cash paid	-	57.8
Proceeds from disposal of share in subsidiaries	(41.1)	(9.5)
Proceeds from the sale of discontinued operations	16.0	4.2
Interest received / others	0.3	0.2
Net cash used in investeing activities of continuing operations	(38.6)	36.2
Proceeds from short-term financial liabilities	-	-
Repayment of short-term financial liabilities including lease liabilities	(0.9)	(0.1)
Proceeds from long-term financial liabilities	-	400.0
Repayment of long-term financial liabilities	(10.0)	(264.2)
Transaction costs relating to financing contracts	-	(7.7)
Interest paid	(25.2)	(37.6)
Dividends paid	(1.4)	(421.6)
Payments for acquisition of derivative financial instrument	(0.9)	(0.1)
Proceeds from capital increases less transaction costs	-	219.7
Net cash used in financing activities	(38.4)	(111.6)
Exchange gain/losses on cash and cash equivalents	0.0	0.2
Net (decrease)/increase in cash and cash equivalents	(10.8)	49.2
Cash and cash equivalents at the beginning of the year	32.2	21.4
Cash and cash equivalents at the end of the year	21.4	70.6

Note: In the cash flow statement, cash and cash equivalents includes cash and cash equivalents reported in the balance sheet as well as cash and cash equivalents of non-current assets held for sale.

IR Contact details and financial calendar

Reports/Financial-reports.aspx

Investor Relations Contact		Financial Calendar (expected)
	Britta Schmidt Vice President Investor Relations & Treasury Tel : +49 89 444 56 3278 Fax : +49 89 444 56 193278 Email : ir@scout24.com	Wednesday 11 May 2016	Interim Report Q1 2016
		Thursday 23 June 2016	Annual General Meeting
		Thursday 11 August 2016	Half yearly Report 2016 (and Q2)
	Dingolfinger Straße 1 – 15 81673, Munich, Germany	Britta Schmidt Wednesday Vice President 9 November 2016 Investor Relations &	Interim Report 2016 (Nine Months and Q3)
	http://www.scout24.com/en/Investor Relations.aspx	Treasury
	Full year report http://www.scout24.com/en/Investor Relations/Financial-Publications/Financial