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HOMETOGO SE

Investor Presentation Feb 13, 2025

9322_rns_2025-02-13_d849b83f-8a66-468e-b82b-30ef29033191.pdf

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Building Europe's vacation rental powerhouse

Acquisition of Interhome

13 February 2025

1

Disclaimer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

This Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. The Presentation has been prepared solely for information purposes. It has not been reviewed or approved by any public authority. In particular, the Presentation does not represent an approved prospectus or other equivalent offering document under the securities laws of any jurisdiction, including (i), in respect of any member state of the European Economic Area, Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended ("Prospectus Regulation") and (ii), in respect of the United Kingdom, Regulation (EU) 2017/1129 as it forms part of United Kingdom ("UK") domestic law by virtue of the European Union (Withdrawal) Act 2018 and (in each case) therewith connected legislation as applicable.

While the information contained in this Presentation has been prepared in good faith, it does not purport to be comprehensive, and has not been independently verified. Recipients of the Presentation are encouraged to obtain separate and independent verification of the Information as part of their own due diligence. Neither the Company, nor any accompanying bank, nor their respective shareholders, directors, officers, agents, employees or advisers have given or have the authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in the Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as "Information") and liability therefore is expressly disclaimed.

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Reliance on the Presentation for the purposes of engaging in any investment activity may expose an individual to a significant risk of losing all the assets invested. The Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. Any placement of shares in HomeToGo SE (the "Shares"), if made at all, will be made solely on a private placement basis, and subject to applicable terms and selling restrictions set out in the separate subscription material for the private placement, which should be reviewed by potential investors in their entirety prior to making any investment decision. The Presentation is not an offer or invitation or solicitation of any offer to acquire securities of the Company, nor does it form a prospectus or part of any invitation or inducement to engage in investment activity (within the meaning of section 21 of the UK Financial Services and Markets Act 2000 ("FSMA)). The Presentation is being made, and is directed only, to: (i) persons in member states of the European Economic Area ("EEA") who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation (a "Qualified Investor"); and (ii) in the United Kingdom to (a) persons who have professional experience in matters relating to investments and who fall within the category of person set out in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or within Article 49 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (b) high net worth companies within the meaning set out in Article 49 of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which the Presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. On the basis that the Presentation is issued to and directed solely at Relevant Persons, the Presentation is for United Kingdom purposes exempt from the general restrictions on the communication of invitations or inducements to enter into investment activity and has therefore not been approved by an authorized person as would otherwise be required by section 21 of FSMA.

NEITHER THE PRESENTATION NOR ANY PART OR COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES OF AMERICA ("UNITED STATES" OR "U.S.") OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AS THAT TERM IS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SHARES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, THE U.S. INVESTMENT COMPANY ACT OF 1940 AS AMENDED (THE "INVESTMENT COMPANY ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND THE INVESTMENT COMPANY ACT. NOTWITHSTANDING THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, THE SHARES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE LAWS, INCLUDING THE SECURITIES LAWS OF THE UNITED STATES AND UNDER CIRCUMSTANCES THAT WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT. THE COMPANY DOES NOT INTEND TO CONDUCT ANY PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR ANY OTHER U.S. AUTHORITY, HAS APPROVED THE PRESENTATION.

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All figures for Interhome are preliminary, unaudited and pending further alignment with HomeToGo's financial reporting. The Interhome definition of revenue has been aligned to HomeToGo's IFRS revenue definition, making previously published Interhome numbers not comparable. In addition, the figures contained in this presentation are subject to amendment, revision and updating as the conversion from Swiss GAAP to IFRS is not finalized. All figures are based on Interhome's fiscal year ending on 31 October.

This Presentation includes certain financial measures not presented in accordance with IFRS, which may exclude items that are significant in understanding and assessing the Company's financial results. These measures should not be considered in isolation or as an alternative to measures of profitability, liquidity or performance under IFRS. Definitions of these alternative performance measures can be found on the Company's IR website (http://ir.hometogo.de/) in the section "IR resources".

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The Presentation is subject to German law, and any dispute arising in respect of the Presentation is subject to the exclusive jurisdiction of German courts with Frankfurt/Main district court as exclusive venue.

Today's Agenda: Creating Europe's leading vacation rental platform

HomeToGo signed definitive agreements to acquire Interhome

HomeToGo's track record: fastest growing global player1

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SaaS-enabled Marketplace; fastest-growing public vacation rental player globally1

Strong track record of successfully acquiring, developing and integrating companies (15 acquisitions)

Acquisition of Interhome: A landmark milestone

Financial Overview: Transformative deal for profitability and Free Cash Flow3

Interhome is Europe's second largest vacation rental management company2 with focus on full service

~40K vacation rentals, largely exclusive, with average service contract lifetime of 9 years

Interhome has a continuous track record of revenue growth with positive EBITDA and Free Cash Flow (FCF)

Post-acquisition, together, we would be well-positioned for further growth and roll-up M&A in Europe

Highly accretive Interhome acquisition would increase HTG Group's FY/24e pro-forma IFRS Revenues by ~55%4

Acquisition would ca. triple FY/24e pro-forma Adj. EBITDA5 (>€30M4 ) leading to significant positive FCF

Acquisition would mean new short- and mid-term management targets of mid and high double digit €M Adjusted EBITDA, respectively, for HomeToGo Group - creating Europe's leading vacation rental platform

3 HomeToGo - Building Europe's vacation rental powerhouse

1) In terms of IFRS Revenues development for FY/19-FY/23. Source: Bloomberg; 2) By number of properties. Source: Rentals United (2021): The World's Top 50 Vacation Rental Property Management Companies; 3) Free Cash Flow is defined as cash flow from operating activities excl. Capital expenditures; 4) Pro-forma, excl. Synergies; 5) Net income (loss) before income taxes, finance income/ finance expenses, depreciation and amortization adjusted for expenses for share-based compensation and one-off items. Sources: HomeToGo, Interhome

Capital increase

successfully placed

HomeToGo and Interhome at a glance

Founded (Headquarters) 2014 (Berlin) 1965 (Zurich)
IPO 2021 private, owned by Migros since 1989
Employees ~800 ~650
Gross Booking Value
(GBV) FY/24e
>€1.5B GBV
(+ >€2.5B enabled GBV)
~€400M GBV
Take Rate FY/24e ~13%1 ~30%2
IFRS Revenues FY/24e €212 – 215M ~€125M
IFRS Revenue CAGR 21-24e +31%3 +19%
Adj. EBITDA FY/24e (Margin %) >€11M (>5%) >€20M (>16%)
Revenue Geography (FY/23) Rest of World
North
<1%
America
26%
DACH
48%
Rest of
Europe
25%
Others
8%
DACH
29%
Spain, Italy,
France &
Croatia
64%

4 HomeToGo - Building Europe's vacation rental powerhouse

Source: HomeToGo and Interhome. 1) HomeToGo Marketplace Onsite Take Rate 9M/24: 12.8%; 2) Average Take Rate across all services and countries; 3) FY/24e as Guidance midpoint

HomeToGo's track record 1

Fastest-growing public vacation rental player globally 1

1) In terms of IFRS Revenues development for FY/19-FY/23. Source: Bloomberg

Group Overview

Founded 2014 and IPO'ed 2021, HomeToGo has a unique presence in the European vacation rental industry, catering to both, B2C and B2B clients

6 HomeToGo - Building Europe's vacation rental powerhouse

All FY/24e financial figures stated on this slide are preliminary and unaudited and may be subject to change; before inter-segment consolidation. 1) Estimated if not reported from external partners

By acquiring Interhome, HomeToGo would expand its portfolio of Software and tech-enabled Service Solutions across the host-to-guest value chain

HomeToGo standalone: Track record of continuous revenue & profitability growth

Source: HomeToGo. 1) Based on HomeToGo Press Release of 15 January 2025 excluding the effects of the proposed acquisition; 2) Until FY/23 so-called "Subscriptions & Services" business

The acquisition of Interhome A landmark milestone 2

Interhome: Acquiring one of the largest vacation rental management companies in Europe

Interhome Key Highlights

Europe's second largest vacation rental management company1

  • Partner of HomeToGo for >10 years
  • Swiss based company with >60 years of experience & strong brand presence especially in destinations; operating since 1965, with strong property owner-focused expertise.
  • Large and geographically diversified portfolio of ~40K properties (largely exclusive) spread over 28 countries; Average Take Rate of ~30%2
  • Full-service proposition for large supply of high-quality properties with strong rural footprint
  • Average service contract lifetime of property owners of 9 years, exemplifying strong owner loyalty and business model soundness

Interhome standalone with track record of consistent revenue and profit growth as well as substantial future potential

All figures are preliminary, unaudited and pending further alignment with HomeToGo's financial reporting. The Interhome definition of revenue has been aligned to HomeToGo's IFRS revenue definition, making previously published Interhome numbers not comparable. In addition, the figures contained in this presentation are subject to amendment, revision and updating as the conversion from Swiss GAAP to IFRS is not finalized. All figures are based on Interhome's fiscal year ending on 31 October. 1) Mid term defined as 2 - 5 years.

11 HomeToGo - Building Europe's vacation rental powerhouse

Financial Overview profitability and Free Cash Flow 3

Transformative deal for

Transformative deal advancing HomeToGo_PRO to a >55% IFRS Revenue share while strengthening Profitability and FCF

Clear plan to leverage synergies and create additional value on top in the short and mid term to more than double Adj. EBITDA for Interhome as part of HomeToGo

Selected short-term levers

Reduction of ~€3-5M intercompany costs charged by current owner on a yearly basis by using HomeToGo Group resources1

Direct transfer of existing HomeToGo assets adding ~€5-7M Adj. EBITDA via an asset deal or merger with limited overhead and personnel costs

Selected mid-term levers

Boosting marketing efficiency & conversion of travelers by providing advanced software, tech and data solutions to Interhome to expand customer touchpoints & increase customer retention and cross-selling

Optimize occupancy and dynamic pricing by introducing state-of-the-art revenue management strategies to increase margins across the brand portfolio

Increasing supply by accelerating sales efforts, as well as utilizing HomeToGo as a M&A powerhouse for inorganic expansion of supply

Income Statement estimated short and mid term acquisition impact

"-" means that no material effect is anticipated. 1) Adjusted for expenses for share-based compensation, depreciation and amortization and non-operating one-off items; 2) Rounding differences may occur; 3) Mid term defined as 2 - 5 years.

Acquisition and funding details

1) Purchase price expected to amount to CHF 150M at closing and CHF 85M deferred payment based on current status of negotiations; 2) Corresponding EUR value based on exchange rate of 1.04667 EUR/CHF for Interhome's fiscal year from 1 November 2023 - 31 October 2024. Subject to closing mechanism; 3) Subject to customary closing conditions and completion of an equity raise; 4) EV/Adj. EBITDA multiple = 10.2x including future deferred payments; 5) Accumulated deferred payments in relation to FY/24e Adjusted EBITDA; 6) Cash and cash equivalents + highly liquid short-term financial assets. Q3/24 cash & cash equivalents include cash of €10.1M that is restricted due to statutory requirements.

Update to capital increase: successfully placed

Capital Increase

After successful signing of a share purchase agreement on February, 12th, HomeToGo immediately launched a capital markets transaction to raise EUR 85m

Capital increase of EUR 85m by way of a private placement in an accelerated book building

Joint Global Coordinators

Details of the capital increase

Introduction of 53,125,000 new Class A Shares from Company's authorized capital leading to a new total share count of

  • 175,680,649 Issued Class A Shares and
  • 169,058,525 Outstanding Class A shares

One of the first issuers to use cost-efficient 11-page admission document under recently revised EU Prospectus Regulation.

Admission document will be published prior to the expected closing date of the private placement.

Conclusion and Q&A

Uniquely combines a leading European Marketplace for vacation rentals with tailored B2B software and tech-enabled service solutions aimed at enabling the whole vacation rental industry

Europe's second largest vacation rental management company with ~40K high-quality inventory and a property owner-focused organization and expertise

+

Creating Europe's leading vacation rental platform

>€330M

IFRS Revenues

FY/24e pro-forma

+~55%

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