Annual report and annual financial report 2022

Making a

difference

Financial highlights

Group's ordinary operating EBITDA margin

EUR 251.1 million

Group's ordinary operating EBITDA

Share buy-backs

Dividend

To our shareholders	4
Letter from the Management Board	4
Report of the Supervisory Board	6
Corporate governance	16
Investor relations	33
Combined management report	37
Key financials	39
Fundamentals of the Group	40
Report on economic position	47
Risks and opportunities report	64
Outlook	77
Other disclosures	79
Additional disclosures relating to the separate financial statements of Scout24	83
Consolidated financial statements	88
Consolidated statement of profit or loss	89
Consolidated statement of comprehensive income	90
Consolidated statement of financial position	91
Consolidated statement of changes in equity	92
Consolidated statement of cash flows	93
Notes to the consolidated financial statements	95
Company information and basis of preparation	98
Changes in the consolidation scope	115
Notes to the consolidated statement of profit or loss	117
Notes to the consolidated statement of financial position	125
Other notes	143
Other statements	166
Responsibility statement	167
Independent auditor's report	168
Disclaimer	175
Publication details	176

Combined management report Consolidated financial statements

Notes to the consolidated financial statements

Other statements

Dear shareholders,

Sustainable growth and a resilient business model that adapts to different market conditions make all the difference in these times.

2022 was a challenging year for everybody. The Russian war of aggression against Ukraine and the subsequent energy crisis, increasing inflation and rising interest rates have altered economic conditions in Germany and the German real estate market.

While rental prices in Germany continue to rise and the supply of affordable housing is scarce, in 2022 we saw a decline in property purchase prices for the first time in more than ten years. In this changed market environment, ImmoScout24 stands as a strong partner at the side of real estate agents and supports them by providing marketing power and reach. This has allowed us to expand our customer base and to partner with new agents in 2022. For private individuals looking for a new rental property, our Plus membership has become more relevant than ever. Over 270,000 home seekers were using TenantPlus ('MieterPlus') services as of year-end 2022. That is roughly 48% more than in 2021. Homeowners are benefitting from the full integration of Vermietet.de into our ImmoScout24 platform. Already today, some 532,000 landlords have registered more than one million properties on Vermietet.de.

All in all, we have been able to make a difference for the benefit of our customers and users despite the changed market environment. Indeed, we have been able to increase our revenue by 15% compared with 2021, fully meeting our growth forecast for 2022. This underscores our business model's high resilience and flexibility as well as the successful implementation of our strategy.

Our goal is to make the real estate market in Germany and Austria more digital and efficient, and to build an ecosystem for real estate. We have further expanded our services for all three stakeholder groups in the marketplace: for professional customers and agents, for homeowners and for consumers seeking property. That is why our business is so resilient – regardless of the current economic situation prevailing in the real estate market.

Combined management report Consolidated financial statements

Notes to the consolidated financial statements

Other statements

In addition to real estate listings, we are increasingly offering digital products covering the entire transaction – including selling, buying, financing, renting, leasing or managing real estate. This allows us to gain additional information about the listed properties and create added value for all market participants.

I would like to take this opportunity to express my sincere thanks to our employees. With their great commitment and dedication, they have again proved in 2022 that they make a difference – for our team, our customers and our users, and for the Scout24 Group as a whole.

In 2022, we also consistently pursued our ESG strategy. I am particularly pleased that we were able to significantly improve our carbon footprint. Relative to our 2018 baseline, we have now reduced our footprint of carbon equivalents by around 75%. Our next step is to integrate additional subsidiaries into our emissions tracking and maintain this low level of emissions through to 2025.

Our social commitment in 2022 focused on helping refugees from Ukraine and providing housing for homeless people. In the area of diversity, equity and inclusion, our focus was on raising our teams' awareness of the dimensions of diversity through various action weeks along with training opportunities.

With respect to governance, milestones achieved in 2022 include a new Code of Conduct for suppliers and a significant improvement in our ESG ratings. In important benchmarks such as Sustainalytics, we currently rank first in direct comparison against 230 companies within our 'internet software & services' peer group. For detailed information on sustainability at Scout24, see our nonfinancial statement for the 2022 financial year.

And last but not least, I would like to thank you, our shareholders, for your trust. I hope you will continue to accompany us on our sustainable growth journey. Together, we are making a difference.

Yours sincerely,

Tobias Hartmann CEO of Scout24 SE

Notes to the consolidated financial statements

Other statements

Report of the Supervisory Board

Dear shareholders,

The 2022 financial year was another very successful year for Scout24. That said, the conditions prevailing in the real estate market in 2022 have changed significantly, partly as a consequence of war and inflation. Like the Management Board and the employees, we are also shocked by the suffering caused by this war. Scout24 has done its part with various measures to support the people in Ukraine.

Despite the changed market environment, Scout24 succeeded in achieving record growth and continued to develop the foundations for future growth. In doing so, the Management Board is consistently pursuing the further development of the platform with new products and offerings, and Scout24 is demonstrating its relevance in every market phase. At the last Annual General Meeting, I said to you that Scout24's share price is on a sustainable course in two respects. Sustainable growth is driven by sustainable management. Those are the key issues for the Supervisory Board and the Management Board. Increasing diversity over the long term is a key element in this regard, and an aspect the Supervisory Board has dedicated its efforts to in 2022.

We made one change to the Management Board at the end of 2022. In the course of the mutually agreed departure of Dr Thomas Schroeter, Chief Product Officer, from the Management Board, we examined various options, including the consideration of various candidates for immediate succession into the existing structure. Among other matters, we critically reviewed the allocation of responsibilities and decided to merge the product and technology areas, thus condensing the Management Board to three members.

As a result, the organisation is more streamlined and agile starting from the top. By combining these two remits in the organisation, Scout24 can respond even faster and better to future changes and, in particular, opportunities with the right offering. In the face of changing market conditions, the ability to adapt will continue to be a key determinant of success for the sustainable development of Scout24 going forward.

In this context, the record growth in 2022 is very encouraging. Taking into account the external circumstances, it underscores Scout24's strength. The 15% growth in Group revenue with continued good profitability and sustainable capital expenditure is testament to both the very successful implementation of the strategic measures as well as Scout24's considerable potential as we look ahead to the future.

The Supervisory Board continuously monitored, advised and supported the Management Board in its activities.

Cooperation between the Supervisory Board and the Management Board

In the 2022 reporting year, the Supervisory Board again performed all its duties and obligations in accordance with the law, the Articles of Association and the rules of procedure. The Supervisory Board accompanied and monitored the Management Board in its management of the business and advised it on all matters of importance to the Company. The Supervisory Board was at all times satisfied with the lawfulness, correctness, expediency and economic efficiency of the management of the Company. The Management Board provided the Supervisory Board with regular, timely and comprehensive information in detailed oral and written reports on all issues of relevance to the Company and the Group regarding strategy, planning, business development, sustainability, risk position, risk management and compliance. In this context, the Management Board also explained deviations between actual developments and previously reported targets to the extent necessary.

Combined management report Consolidated financial statements

Notes to the consolidated financial statements

Other statements

Consequently, the Management Board fulfilled all its reporting obligations to the Supervisory Board in the financial year. In this context, the Supervisory Board and its committees were involved in all important business transactions and decisions of significance for the Company. Where the approval of the Supervisory Board was required for management decisions or measures by law, the Articles of Association or the rules of procedure, the members of the Supervisory Board granted their approval after intensive examination and deliberation.

Ahead of the meetings, the Supervisory Board members always had sufficient time to extensively review the information and documents presented. In the course of the meetings, the information was discussed and examined in detail with the Management Board – where appropriate also often solely within the Supervisory Board without involving the Management Board – and each member of the Supervisory Board was able to contribute, and indeed contributed, their opinions. Collaboration with the Management Board was characterised by responsible and purposeful action in all respects.

Beyond the scope of the meetings, the members of the Supervisory Board, and especially the Chair of the Supervisory Board and the Chairs of the Executive Committee, the Audit Committee and the Remuneration Committee, were also in regular contact both with each other and with the Management Board. The matters deliberated mainly related to Scout24's strategy, planning, business development, sustainability, risk position, risk management, corporate governance and compliance. In addition, the Chair of the Supervisory Board was immediately informed of any important events of material significance for an assessment of the situation and development as well as the management of the Company. The remaining members of the Supervisory Board were informed at the latest at the following full meeting of the Supervisory Board or the committee meetings.

In the 2022 financial year, the Supervisory Board convened for a total of five meetings: four regular meetings and one extraordinary meeting. Of the five meetings of the Supervisory Board, three meetings were held as face-to-face meetings, and two meetings were held as video and audio conference calls. In addition, various resolutions were adopted using other customary means of communication. All members of the Supervisory Board were able to attend all of its meetings. Accordingly, no member of the Supervisory Board failed to attend more than half of the meetings of the Supervisory Board of relevance to the member in question. A detailed list of meeting attendance for the Supervisory Board and for its committees is included below as a table in this report.

No conflicts of interests arose within the Supervisory Board in the reporting period.

Main focus of work in the Supervisory Board plenum

In addition to the regular reporting and discussion of the current market trends as well as the development of the competitive environment and of business in the operating segments, the Supervisory Board's work focused on the topics presented in the following.

In the process, the relevant committees continuously prepared and reported on issues. The Supervisory Board also met regularly without the Management Board. In particular where topics concerned the Management Board itself, the appointment of Management Board members and the extension of contracts, or the Supervisory Board itself, the Supervisory Board consulted without the Management Board. In some cases, items were prepared at the meetings and later decided by circular resolution when the relevant resolutions were ready.

Prior to the first ordinary meeting of the year dealing with the financial statements, the Supervisory Board held an extraordinary meeting on 28 February 2022. This meeting dealt with strategy and M&A matters as well as consultations on and the approval resolution for a new share buy-back programme for the Company in 2022 with a volume of up to EUR 350 million. In this context, a decision was also taken on the appropriation of treasury shares by cancellation, and the Company's capital stock was reduced accordingly. The programme is consistent with the Company's general capital allocation strategy and was successfully completed shortly before the end of the year. Other topics included an

Combined management report Consolidated financial statements

Notes to the consolidated financial statements

update of the rules of procedure, taking into account the amendments to the German Corporate Governance Code, and organisational issues relating to preparations for the 2022 Annual General Meeting. In particular, the Supervisory Board agreed to hold the meeting as a virtual shareholders' meeting in accordance with the Covid-19 Act. At that time, the Supervisory Board did not believe that the Annual General Meeting could be held safely as a physical meeting.

At the meeting to review the annual financial statements on 17 March 2022, the Supervisory Board discussed the separate financial statements of Scout24 SE for 2021 and the consolidated financial statements for 2021, approved them and decided on the proposal to be submitted to the Annual General Meeting on the appropriation of profits for the 2021 financial year. A resolution was also passed on the non-financial statement, i.e. the sustainability report. In contrast, the preparation of the compensation report by the Supervisory Board had already been resolved prior to this meeting following appropriate preparation. Other topics included the development of the transaction business and the various growth drivers from the corporate strategy as well as their implementation and accomplishments in the current year. Another priority area concerned competition matters and market developments as well as M&A matters. In addition, the Supervisory Board's compensation was discussed, and it was decided to propose a change to the Annual General Meeting. Finally, other items relating to the preparation of the Annual General Meeting were on the meeting agenda. A decision was also taken on the proposal to appoint the auditor. KPMG was proposed for 2022 for the last time before the rotation.

The meeting on 29 June 2022, immediately prior to the Company's Annual General Meeting, dealt with the adjustment of the dividend proposal following the successful share buy-backs. The effects of the war in Ukraine, inflation and the increased cost of financing real estate purchases, as well as the further impact on the real estate market in general and Scout24's business in particular, were other main topics focused on at this meeting. Subsequent meetings of the Supervisory Board likewise dealt with this topic. In addition, the focus was on IT security and human resources strategy, which were discussed with the Management Board and the section managers responsible. Finally, the Supervisory Board also dealt with the preparation of the strategy meeting in September and defined its priority topics with the Management Board.

The focus of the strategy meeting on 14 and 15 September was on an in-depth examination of the market and the competition, the implications for the current strategy and the consideration of further opportunities in the transaction business, the development of the CRM business as well as the brand strategy. With this in mind, the Supervisory Board also addressed the strategy for product technology and cost structures. Organisational planning following the departure of the board member responsible for products as well as the development of young talent in general were other key elements of this meeting. In addition, we dealt in depth with Scout24's sustainability-related topics and revised the Supervisory Board's profile of skills and expertise as well as the qualification matrix.

At the last meeting of the year on 30 November 2022, we then took the decisions on the change in the composition and allocation of the Management Board's responsibilities, reducing the size of the Management Board to three members, combining the responsibilities for products and technology into a single remit and transferring responsibility for sales to the CEO's remit. In addition, we considered further developments in the real estate market in depth and, based on this, approved the budget for the 2023 financial year and discussed and prepared the Management Board's targets for subsequent decision. Lastly, we addressed the recommendations and suggestions of the German Corporate Governance Code and passed a resolution to issue the declaration of conformity 2022 for the Supervisory Board.

Committees

To perform its tasks efficiently, the Supervisory Board currently has a total of three committees: an Executive Committee, an Audit Committee and a Remuneration Committee.

Combined management report Consolidated financial statements

Notes to the consolidated financial statements

These committees prepare the resolutions for the Supervisory Board as well as agenda items that are to be dealt with in the full meeting of the Supervisory Board. Furthermore, the Supervisory Board has delegated to its committees certain defined decision-making powers, where legally permissible. The Chairs of the various committees report to the Supervisory Board on the respective committee's work at the subsequent Supervisory Board meeting.

Executive Committee

The Executive Committee prepares the meetings of the Supervisory Board and the strategic M&A activities of the Scout24 Group. The Executive Committee is responsible in particular for preparing the decisions of the Supervisory Board with respect to corporate governance and advising the Management Board on strategy and M&A issues. This also includes advice on the sustainability strategy and on key sustainability issues. The Executive Committee also performs the tasks of the Nomination Committee and nominates suitable candidates for the Supervisory Board for its proposals to the Annual General Meeting when electing members of the Supervisory Board.

The Executive Committee is chaired by Dr Hans-Holger Albrecht. Aside from the Chair of the Executive Committee, the other members of the Executive Committee in the 2022 financial year were the Supervisory Board members Peter Schwarzenbauer and Frank H. Lutz.

In 2022, the Executive Committee met four times. All of these meetings were held as video conference calls. At one of the meetings, one member was unable to attend.

The main topics discussed were the preparation of the plenary meetings, the long-term and sustainable improvement in diversity, corporate governance and the Company's M&A projects.

Audit Committee

The Audit Committee addresses in particular the monitoring of financial reporting and the financial reporting process, the audit of the financial statements, sustainability reporting and its audit and assurance, the appropriateness and effectiveness of the internal control system (including sustainability-related aspects), the risk management system, the internal audit system and compliance.

The Audit Committee submits to the Supervisory Board a reasoned recommendation for the appointment of the independent auditor. It monitors the auditor's independence and concerns itself with the additional services rendered by the auditor, the issuance of the audit engagement, the determination of the key audit areas and the agreement of fees.

Under the German Stock Corporation Act (Articles 107 (4) and 100 (5) 'Aktiengesetz', AktG), the audit committee for new appointments from 1 July 2021 must comprise at least two financial experts. At least one member must have expertise in the field of accounting, and at least one other member must have expertise in the field of auditing.

The Chair of the Audit Committee, Frank H. Lutz, meets these legal requirements and has additional expertise in the fields of financial planning and controlling. Frank H. Lutz also meets the further criteria of Recommendation D.3 of the German Corporate Governance Code as amended on 28 April 2022 (GCGC 2022) with regard to knowledge and experience in the application of accounting principles and internal control and risk management systems and expertise in the field of auditing of financial statements, in particular special knowledge and experience in the auditing of financial statements. This also includes sustainability reporting and its audit and assurance. In addition to the Chair of the Audit Committee, the Audit Committee consisted of the other Supervisory Board members: Dr Hans-Holger Albrecht and André Schwämmlein. Dr Hans-Holger Albrecht also has the necessary expertise in the field of auditing through his many years of service on the Supervisory Board and the Audit Committee of various companies.

In 2022, the Audit Committee held a total of four meetings, three of which were held as virtual meetings in the form of video conference calls and one of which was held face to face. All committee members were present.

One major focus of the work within and outside the scope of the meetings was the audit of the financial and sustainability reporting, in particular the annual financial statements, the proposal for the appropriation of profits, the half-year financial report and quarterly statements, the work of the internal audit function, risk management and the compliance report as well as data protection in the Scout24 Group.

Remuneration Committee

The Chair of the Remuneration Committee is Dr Elke Frank. The other members are Peter Schwarzenbauer and Christoph Brand. In addition to the preparatory work outside the meetings, the Remuneration Committee held three formal meetings in the 2022 financial year. All meetings were held as virtual meetings in the form of video conference calls. In one meeting, one member was unable to attend.

Key topics included issues relating to compensation of the Management Board as well as in particular to preparations for setting objectives and findings. Another key topic was succession planning and the termination of Dr Thomas Schroeter's Management Board service agreement by mutual consent.

Corporate governance and declaration of conformity

By resolution of the end of November 2022, the Supervisory Board made a decision on the current declaration of conformity in accordance with Article 161 AktG. The full text is presented below in the }Corporate Governance Report and has been published on the corporate website at }www.scout24.com/en/investor-relations/esg-sustainability/corporate-governance.

The Supervisory Board complies with the principles of diversity prescribed by the German Corporate Governance Code as amended in April 2022. The Supervisory Board attaches great importance to its suitably qualified advice and monitoring of the Management Board.

The Supervisory Board has set itself the target of including an appropriate number of women among its members. On 19 March 2019, it confirmed its goal of having at least one woman as a member, with a deadline for implementation by the end of 1 March 2024. This target has already been implemented.

On 19 March 2019, the Supervisory Board also set a target of 0% for the percentage of women on the Management Board of Scout24 SE, which is to be implemented by 1 March 2024. This value was achieved in the reporting year. The Supervisory Board supports the objectives pursued with the introduction of a quota for women and attaches importance to equal treatment and equal opportunities for men and women as well as wider diversity. Appointments to the Management Board and the Supervisory Board should be based on the best interests of the Company. The successful work and well-functioning composition of the recently downsized Management Board, which has been in place since the summer of 2019, should not be affected by exclusively diversity-driven changes. That is why the given target value was chosen. In good time before the deadline, the Supervisory Board will again critically review the target figure and decide on a possible adjustment in the interests of the Company.

For the first management level below the Management Board, the Management Board of Scout24 SE has set a target of 30% for the percentage of women, with an implementation deadline of 30 June 2025. The evaluation of the proportion of women is based on the Company's actual hierarchy and the reporting lines of Scout24 SE's Management Board. As of 31 December 2022, the percentage of women at the first management level below the Management Board stood at 20%, thus falling short of the target value. For the second management level below the Management Board, the Management Board of Scout24 SE has set a target of 30% for the percentage of women, with an

Combined management report Notes to the consolidated financial statements

Other statements

implementation deadline of 30 June 2025. As of 31 December 2022, the percentage of women stood at 47%, thus very comfortably reaching the target.

Composition of the Management Board and the Supervisory Board

Management Board

Tobias Hartmann has been Chief Executive Officer since 19 November 2018. Effective 6 December 2018, Dr Thomas Schroeter and Ralf Weitz were appointed to the Management Board. Effective 18 June 2019, Dr Dirk Schmelzer was appointed to the Management Board. By resolution dated 9 June 2021, Tobias Hartmann's appointment was extended for a second term, and Tobias Hartmann was appointed as a member of the management board and Chief Executive Officer for the period from 19 November 2021 to 31 December 2025. By resolution dated 20 July 2021, Ralf Weitz's appointment was extended for a second term, and Ralf Weitz was appointed member of the Management Board for the period from 7 December 2021 to 31 December 2025. By resolution dated 28 July 2021, Dr Thomas Schroeter's appointment was extended for a second term, and Dr Thomas Schroeter was appointed member of the Management Board for the period from 7 December 2021 to 31 December 2025. By mutual agreement, Dr Thomas Schroeter resigned as a member of the Management Board with effect from the end of 27 January 2023. By resolution dated 1 October 2021, Dr Dirk Schmelzer's appointment was extended for a second term, and Dr Dirk Schmelzer was appointed member of the Management Board for the period from 1 July 2022 to 30 June 2026.

Supervisory Board

On 18 June 2020, the Annual General Meeting had elected Dr Hans-Holger Albrecht, Christoph Brand, Frank H. Lutz, Peter Schwarzenbauer and André Schwämmlein for a further term of office and Dr Elke Frank for a first term of office for the period until the end of the Annual General Meeting that passes a resolution on exoneration for the 2023 financial year.

At the Annual General Meeting on 8 July 2021, upon the Executive Committee's recommendation, all existing members of the Supervisory Board of Scout24 AG were appointed as members of the first Supervisory Board of Scout24 SE. The same term of appointment was chosen as the term of office in Scout24 AG, namely for the period until the end of the Annual General Meeting that passes a resolution on exoneration for the 2023 financial year. In the constituent meeting of the Supervisory Board of Scout24 SE on 8 July 2021, the positions of the Chair of the Supervisory Board, the Deputy Chair of the Supervisory Board, the committees and their composition were all determined.

Other statements

Name Function	Profession exercised	Member of SE after change of legal form since	Appointed until	Other board positions in 2022 (during term of office)
Dr Hans-Holger Albrecht Chair	Member of the Board of Directors of Deezer S.A., Paris, France, and London, UK	15 October 2021, last elected on: 8 July 2021 (before change of legal form, member of AG since 21 June 2018)	AGM 2024	• Storytel AB, Stockholm, Sweden (member of the Board of Directors, since February 2022) • ICE GROUP ASA, Oslo, Norway (Chair of the Board of Directors, until February 2022) • VEON Ltd, Hamilton, Bermuda (non-executive member of the Board of Directors)
Frank H. Lutz	CEO of CRX Markets AG, Munich, Germany	15 October 2021, last elected on: 8 July 2021 (before change of legal form, member of AG since 30 August 2019)	AGM 2024	• Bilfinger SE, Mannheim, Germany (member of the Supervisory Board)
Christoph Brand	CEO of Axpo Holding AG, Baden, Switzerland	15 October 2021, last elected on: 8 July 2021 (before change of legal form, member of AG since 30 August 2019)	AGM 2024	• Centralschweizerische Kraftwerke AG, Lucerne, Switzerland (member of the Board of Directors) • GfM Schweizerische Gesellschaft für Marketing, Zurich, Switzerland (member of the Management Board, until October 2022) • AMAG Group AG, Cham, Switzerland (member of the Board of Directors, since August 2022)
André Schwämmlein	CEO of Flix SE, Munich, Germany	15 October 2021, last elected on: 8 July 2021 (before change of legal form, member of AG since 30 August 2019)	AGM 2024	• ABOUT YOU Holding SE & Co. KG, Hamburg, Germany (member of the Supervisory Board) • ABOUT YOU Verwaltungs SE, Hamburg, Germany (member of the Supervisory Board)
Peter Schwarzenbauer	Former member of the Board of Management of BMW AG, Munich, Germany	15 October 2021, last elected on: 8 July 2021 (before change of legal form, member of AG since 8 June 2017)	AGM 2024	• UnternehmerTUM GmbH, Munich, Germany (member of the Supervisory Board) • Lunewave, Inc., Tucson (Arizona), United States (member of the Advisory Board) • Mobility Impact Partners LLC, New York, United States (member of the Advisory Board) • Company bike solutions GmbH, Munich, Germany (Chair of the Advisory Board, since February 2022)
Dr Elke Frank	Member of the Management Board of Software AG, Darmstadt, Germany (until the end of October of 2022)	15 October 2021, last elected on: 8 July 2021 (before change of legal form, member of AG since 18 June 2020)	AGM 2024	• Fraunhofer-Institut für Arbeitswirtschaft und Organisation IAO, Stuttgart, Germany, an institute of Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e. V., Munich, Germany (member of the Board of Trustees)

Supervisory Board committees in the 2022 financial year and meeting attendance

COMPLETE SUPERVISORY BOARD

Name	Meeting attendance
Dr Hans-Holger Albrecht	5/5
Christoph Brand	5/5
Dr Elke Frank	5/5
Frank H. Lutz	5/5
Peter Schwarzenbauer	5/5
André Schwämmlein	5/5

EXECUTIVE COMMITTEE

To our shareholders

Name	Position	Meeting attendance
Dr Hans-Holger Albrecht	Chair	4/4
Peter Schwarzenbauer	Member	3/4
Frank H. Lutz	Member	4/4

AUDIT COMMITTEE

Name	Position	Meeting attendance
Frank H. Lutz	Chair	4/4
Dr Hans-Holger Albrecht	Member	4/4
André Schwämmlein	Member	4/4

REMUNERATION COMMITTEE

Name	Position	Meeting attendance
Dr Elke Frank	Chair	3/3
Christoph Brand	Member	3/3
Peter Schwarzenbauer	Member	2/3

Audit of the separate and consolidated financial statements

In accordance with the resolution of the Annual General Meeting on 30 June 2022, the Supervisory Board engaged KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), Berlin, to audit the separate and consolidated financial statements of Scout24 SE for the financial year ended 31 December 2022.

The key auditor responsible for the audit is Marius Sternberg. He had not served in this capacity for Scout24 SE previously. Auditor Alexander Knollmann is also responsible for the audit.

In addition, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, was appointed to review the condensed financial statements and the interim management report (Articles 115 (5) and 117 No. 2 of the German Securities Trading Act ('Wertpapierhandelsgesetz', WpHG)), if any, as well as the financial information during the year (Article 115 (7) WpHG), if any, in the 2022 and 2023 financial years of Scout24 SE and only until the next Annual General Meeting.

KPMG audited the separate financial statements for the financial year from 1 January 2022 to 31 December 2022 and the management report of Scout24 SE, which is combined with the Group management report, prepared by the Management Board in accordance with the requirements of the German Commercial Code ('Handelsgesetzbuch', HGB). KPMG issued an unqualified audit opinion. The consolidated financial statements of Scout24 SE for the financial year from 1 January 2022 to 31 December 2022 and the Group management report, which is combined with the Company's management report, were prepared pursuant to Article 315e HGB in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. An unqualified audit opinion was likewise rendered on the consolidated financial statements and the combined management report.

Moreover, the auditor found that the Management Board had established an appropriate information and monitoring system whose design and use were suitable for the early detection of risks to the Company's ability to continue as a going concern. The Supervisory Board also engaged KPMG to perform a voluntary external review of the substance of the separate consolidated non-financial report in accordance with Article 111 (2) Sentence 4 AktG.

Combined management report Consolidated financial statements

Notes to the consolidated financial statements

Other statements

Before the Supervisory Board proposed KPMG to the Annual General Meeting as auditors, KPMG had confirmed to the Chair of the Supervisory Board and the Audit Committee that there were no circumstances that could impair or cast doubt on their independence as auditors. KPMG also explained the extent to which non-audit services were rendered for the Company in the previous financial year or were contractually agreed for the following year. The Audit Committee discussed the assessment of audit risk, audit strategy, audit planning and audit findings with the auditor. The Supervisory Board has agreed with KPMG that the latter will inform it and note in the audit report if any findings are made during the audit that reveal any inaccuracy in the declaration of conformity with the German Corporate Governance Code issued by the Management Board and the Supervisory Board. The Audit Committee reported to the Supervisory Board that it had been informed by KPMG about non-audit services rendered by KPMG, and that there were no circumstances that could give cause for concern about its impartiality. The Audit Committee also reported on its monitoring of the independence of the auditor, taking into account non-audit services rendered, and its assessment that the auditor satisfies the requisite independence requirements.

The Management Board submitted in good time to all members of the Supervisory Board the financial statements documents, including the separate consolidated non-financial report and the audit reports as well as the proposal of the Management Board for the appropriation of accumulated profits. The members of the Supervisory Board also received in good time KPMG's report on the voluntary external review of the substance of the separate consolidated non-financial report.

The financial statements documents and the audit reports were discussed in detail at the meetings of the Audit Committee on 14 March 2023 and the Supervisory Board on 16 March 2023. The auditor reported on the key findings of its audit. Furthermore, the auditor informed the Supervisory Board of its findings on internal control and risk management in respect of the financial reporting process and was available to answer additional questions and provide information. At the full meeting of the Supervisory Board, the Chair of the Audit Committee reported extensively on the review of the separate and consolidated financial statements and the combined management report by the Audit Committee. Following in-depth review and discussion of the separate financial statements, the consolidated financial statements and the combined management report, no objections were raised with respect to the documents submitted. As recommended by the Audit Committee, the Supervisory Board thus concurs with the audit findings by the auditor. By resolution dated 16 March 2022, the Supervisory Board thus approved the separate and consolidated financial statements of Scout24 SE for the 2022 financial year. The separate financial statements of Scout24 SE are ratified as a consequence. In addition, the Supervisory Board reviewed the combined management report (including the corporate governance declaration for the Group and the Company pursuant to Articles 289f and 315d HGB) as well as the separate consolidated non-financial report pursuant to Article 315b HGB.

In connection with its review of the financial statements documents, the Supervisory Board also reviewed the proposal for the appropriation of accumulated profits as put forward and explained by the Management Board. Following the Audit Committee's recommendation, the Supervisory Board approves the Management Board's proposal for the appropriation of profit.

Combined management report Notes to the consolidated financial statements

Other statements

Acknowledgements

The Supervisory Board would like to thank the members of the Management Board and all employees of the Group for their outstanding commitment and personal dedication in the 2022 financial year as well as for the great achievements they made possible as a result.

Munich, 16 March 2022

Scout24 SE The Supervisory Board

Dr Hans-Holger Albrecht Chair of the Supervisory Board

Notes to the consolidated financial statements

Corporate governance

Corporate governance declaration

The actions taken by Scout24 SE's Management Board and Supervisory Board are determined by the principles of responsible and good corporate governance. The corporate governance declaration comprises the declaration of conformity, relevant information on corporate governance practice, a description of the Management Board's and the Supervisory Board's operating procedures as well as the composition of their committees.

Declaration of conformity with the German Corporate Governance Code issued by the Management Board and the Supervisory Board of Scout24 SE

The following }declaration of conformity was issued in December 2022:

Pursuant to Article 161 (1) Sentence 1 of the German Stock Corporation Act ('Aktiengesetz', AktG, ), the Management Board and the Supervisory Board of Scout24 SE shall annually declare that the recommendations of the German Government Commission for the German Corporate Governance Code ('Regierungskommission Deutscher Corporate Governance Kodex', GCGC), published by the Federal Ministry of Justice in the official section of the German Federal Gazette ('Bundesanzeiger'), have been and are being complied with or which recommendations are not being applied and why.

That last annual declaration was issued in December 2021.

Pursuant to Article 161 AktG, the Management Board and the Supervisory Board of Scout24 SE hereby declare as follows:

Since the last declaration of conformity from December 2021 and until the publication of the declaration of conformity in December 2022, Scout24 SE has complied with all recommendations of the GCGC as amended on 16 December 2019 (GCGC 2019), with the following exception:

C.4: Maximum number of supervisory board mandates

In accordance with C.4, a supervisory board member who is not a member of the management board of a listed company shall not accept more than a total of five supervisory board mandates at nongroup listed companies or comparable functions, whereby an appointment as chair of a supervisory board is counted twice.

The Chair of the Supervisory Board, Dr Hans-Holger Albrecht, holds a total of four such non-group positions at listed companies for a transitional period following the IPO of Deezer S.A. In his capacity as Chair, two of these positions count twice, such that his total arithmetic count of mandates is deemed to be six. The mandate at Deezer S.A. is expected to end in the course of 2023, which means that the period concerned is merely of a transitional nature. Also for this transitional period, the Supervisory Board is convinced that Dr Hans-Holger Albrecht's additional mandate will not affect the proper performance of his duties as Chair of the Supervisory Board. In particular, the Supervisory Board has satisfied itself that Dr Hans-Holger Albrecht has sufficient time to perform his duties.

In future, Scout24 SE will fully comply with all recommendations of the GCGC as amended on 28 April 2022 (GCGC 2022), with the following exception:

C.4: Maximum number of supervisory board mandates

In accordance with C.4, a supervisory board member who is not a member of the management board of a listed company shall not accept more than a total of five supervisory board mandates at non-

Notes to the consolidated financial statements

group listed companies or comparable functions, whereby an appointment as chair of a supervisory board is counted twice.

Munich, December 2022

Scout24 SE

The Management Board The Supervisory Board

Notes to the consolidated financial statements

Relevant information on corporate governance practice

The purpose of the Company is to acquire, hold, manage and sell interests in entities – in Germany and other countries – of any legal form which are active in the area of online and internet services and/or render services online and/or offline in the real estate sector, in particular for the brokerage or management of real estate or connected or related business purposes as well as all measures which relate to the activities of a holding company with Group-management functions, especially rendering management and other advisory services for a consideration for affiliated companies, and to operate activities for the aforementioned purposes in Germany and other countries.

The Company complies with all legal corporate governance requirements as well as with the recommendations of the German Corporate Governance Code, with the exception indicated and explained in the declaration. A special Code of Conduct provides employees with a reliable framework for acting responsibly that satisfies legal requirements and reflects the Company's own ethical and social values. The goal is to avoid any damage as a result of misconduct on the part of Scout24 or individual employees. The Code of Conduct can be downloaded at any time from the Company's website at }www.scout24.com/en/investor-relations/esg-sustainability/corporate governance/code-of-conduct.

The protection of privacy and the security of data processing and, consequently, the trust of users, customers and employees are issues that are important to the Scout24 Group. A Data Protection Code of Conduct sets out the guiding principles of entrepreneurial action in terms of data protection, transparency, necessity of the processed data and data minimisation.

Description of operating procedures of the Management Board and the Supervisory Board as well as composition and operating procedures of Supervisory Board committees

Scout24 SE is a European Company (Societas Europaea, SE), a legal form for stock corporations in the European Union and in the European Economic Area, and is therefore subject, among other things, to the provisions on the Statute for a European Company (SE) of 8 October 2001 (SE Regulation), the Act on the Implementation of the EC Regulation on the Statute for a European Company ('Gesetz zur Ausführung der EG Verordnung über das Statut der Europäischen Gesellschaft', SEAG) and the Act on the Involvement of Employees in a European Company ('SE-Beteiligungsgesetz', SEBG) as well as the provisions of the German Stock Corporation Act. The Company has a dual management and control structure consisting of a separate Management Board and the Supervisory Board. The Management Board and the Supervisory Board work closely together for the benefit of the Company. The Articles of Association of Scout24 SE are available on the website at }www.scout24.com/en/investor relations/esg-sustainability/corporate-governance/articles-of-association.

The Supervisory Board regularly advises the Management Board regarding the management of Scout24 SE and accompanies and monitors its activities. The Management Board involves the Supervisory Board in good time in all decisions of fundamental importance for the Company. In particular, the Management Board liaises with the Supervisory Board on corporate strategy and discusses the current state of strategy implementation with it at regular intervals. The common goal of the Management Board and the Supervisory Board is to ensure the Company's continued successful and sustainable growth.

Management Board operating procedures

The Management Board conducts the Company's business affairs in accordance with the law, the Articles of Association and the rules of procedure for the Management Board and the Supervisory Board. It must observe in particular the restrictions of management authority imposed by the Articles of Association or the rules of procedure for the Management Board and the Supervisory Board. It provides regular, timely and comprehensive information in detailed oral and written reports to the Supervisory Board on all issues of relevance to the Company regarding strategy, planning, profitability and liquidity, business development, risk position, risk management, sustainability and

Combined management report Notes to the consolidated financial statements

compliance. The Management Board prepares the separate financial statements and the consolidated financial statements. In the 2022 financial year, the Company focused more intensely on environmental and social sustainability. The Management Board has established an internal control system and risk management system that is appropriate and effective in view of the scope of the Company's business activities and its risk situation, and that additionally covers sustainability-related aspects. The Management Board also ensures the systematic identification and assessment of the Company's risks and opportunities associated with social and environmental factors as well as the environmental and social impacts of the Company's activities. Environmental and social objectives are given appropriate consideration in the corporate strategy. Aside from the financial objectives, corporate planning also includes sustainability-related goals.

Pursuant to Article 6 (1) of the Articles of Association, the Management Board has at least two members. In all other respects, the number of members of the Management Board is determined by the Supervisory Board. Members of the Management Board are appointed for a period not exceeding five years. Reappointments are permitted. The Supervisory Board appoints and dismisses members of the Management Board and determines the allocation of their responsibilities. It can also appoint a Chair (CEO) and a Deputy Chair of the Management Board as well as deputy members of the Management Board.

Name	Function	Member of the Management Board of the SE after change of legal form since	End of term of office
Tobias Hartmann	Chief Executive Officer	15 October 2021, last appointed on 8 July 2021 (member of AG's Management Board since 19 November 2018)	31 December 2025
Dr Dirk Schmelzer	Chief Financial Officer	15 October 2021, last appointed on 1 October 2021 (member of AG's Management Board since 18 June 2019)	30 June 2026
Dr Thomas Schroeter	Chief Product Officer	15 October 2021, last appointed on 28 July 2021 (member of AG's Management Board since 6 December 2018)	27 January 2023 after consensual resignation (original appointment until 31 December 2025)
Ralf Weitz	Chief Commercial Officer	15 October 2021, last appointed on 20 July 2021 (member of AG's Management Board since 6 December 2018)	31 December 2025

COMPOSITION OF THE MANAGEMENT BOARD

Members of the Management Board are each responsible for managing the portfolio allocated to them, always considering the Company's overall benefit and interests. The allocation of responsibilities to individual members of the Management Board is based on the table of duties prepared with the approval of the Supervisory Board and that may be amended at any time with its approval.

Dr Thomas Schroeter resigned from his position as member of the Management Board of Scout24 SE as of the end of 27 January 2023 by mutual agreement. In his new role as Chief Product & Technology Officer, Ralf Weitz took over Dr Thomas Schroeter's remit on the Management Board of Scout24 SE upon the latter's departure.

The table of duties currently provides for the following allocation of responsibilities:

Tobias Hartmann – Chief Executive Officer (CEO):

Strategy and business development
• Mergers and acquisitions
• Pricing strategy and sales
• Corporate communications
• Human resources, culture and sustainability
• Legal and compliance; internal audit

Notes to the consolidated financial statements

Other statements

Dr Dirk Schmelzer – Chief Financial Officer (CFO):

• Finance and accounting
• Controlling
• Risk management
• Investor relations; treasury
• Tax

To our shareholders

• Procurement

Ralf Weitz – Chief Product & Technology Officer (CPTO):

• Product strategy
• Data, technology, security
• Brand management, performance marketing
• Consumer research, customer satisfaction (CSAT)
• Transaction strategy
• Business development transaction business

The Articles of Association contain provisions on the power of representation of the Management Board, the management team and the passing of resolutions. The Management Board has rules of procedure. These rules of procedure were adopted by the Supervisory Board in the context of the change of legal form to an SE at the constituent meeting on 8 July 2021 and were amended in the 2022 financial year. Specifically, they govern the operating procedures of the Management Board and the allocation of responsibilities between members of the Management Board as well as their cooperation with the Supervisory Board. They also include a catalogue of those measures and transactions that require approval by the Supervisory Board.

Disclosures on Management Board meetings

Management Board meetings are held when required and, as a general rule, at least once every two weeks. Meetings must be held when so required by the interests of the Company. Unless a different majority is required by law, Management Board resolutions are adopted with a simple majority of the votes cast. If the Management Board comprises more than two members, the vote cast by the Chair of the Management Board counts twice in the event of a tied vote.

The Management Board of Scout24 SE has not formed any committees.

Supervisory Board operating procedures

The Supervisory Board has all duties and rights assigned or allocated to it by law, the Articles of Association or otherwise. In particular, these include monitoring the management, appointing and dismissing members of the Management Board and amending, rescinding and terminating employment contracts with members of the Management Board. The Supervisory Board regularly advises the Management Board on the management of the Company. The Supervisory Board is involved in good time in all decisions of fundamental importance for the Company. The Supervisory Board has issued its own rules of procedure. They govern, among other things, the operating procedures and the way resolutions are adopted by the Supervisory Board and also lay down the duties of the committees established by the Supervisory Board: the Audit Committee, the Executive Committee and the Remuneration Committee. The Supervisory Board has made provisions for the committees' rules of procedure in accordance with Article 8 of the new rules of procedure for the Supervisory Board adopted by resolution of the Supervisory Board on 8 July 2021 and last amended in November 2022. Also by resolution of 8 July 2021, the Audit Committee was prescribed by the Supervisory Board new rules of procedure, which were last amended in March 2022. The rules of procedure of the Supervisory Board are publicly available on the Company's website at }www.scout24.com/en/investor-relations/esg-sustainability/corporate-governance.

The Executive Committee also performs the tasks of a Nomination Committee and, in this capacity, nominates suitable candidates for the Supervisory Board for its proposals to the Annual General

Combined management report Consolidated financial statements

Notes to the consolidated financial statements

Other statements

Meeting when electing members of the Supervisory Board. In doing so, it must consider statutory requirements, the Articles of Association, the German Corporate Governance Code, the profile of skills and expertise of the Supervisory Board and said rules of procedure.

The Supervisory Board convened for five meetings in the 2022 financial year and passed further written resolutions by circularisation. The Executive Committee met four times in the 2022 financial year. The Audit Committee held four meetings. The Remuneration Committee met three times in 2022. The Supervisory Board must hold two ordinary meetings in each half of a calendar year. The rules of procedure for the Audit Committee that came into force in July 2021 provide for the Audit Committee to regularly hold one meeting each quarter of a calendar year.

At the request of the Chair of the Supervisory Board, the Management Board attends all scheduled meetings of the Supervisory Board with respect to specific agenda items, submits written and oral reports on individual agenda items and draft resolutions, and answers questions raised by individual members of the Supervisory Board. Unless the Supervisory Board or a committee requests its attendance, the Management Board does not attend meetings of the Supervisory Board, particularly if the auditor is summoned as an expert. Between such meetings, the Management Board provides all members of the Supervisory Board in particular with detailed quarterly reports on the Company's situation. Furthermore, the Chair of the Supervisory Board and the Chairs of the various committees are also kept informed by the Management Board in telephone calls and meetings about key developments and forthcoming major decisions.

As a general rule, Supervisory Board resolutions are adopted at meetings attended by its members in person. Members of the Supervisory Board attending by video or telephone link are deemed present and may also cast their votes this way. In addition to face-to-face meetings, resolutions may be adopted in text form, by telephone or in comparable ways of adopting resolutions, provided that the Chair of the Supervisory Board or – in their absence – the Deputy Chair stipulates this procedure for the individual case in question. In particular, resolutions may also be adopted by way of video or telephone conference or by way of a combination of the aforementioned possibilities (combined resolutions). The Supervisory Board has a quorum when all of its members have been invited at the addresses most recently known for them and at least half of its total number of members, but no fewer than three members, participate in the adoption of any resolution. In this respect, a member of the Supervisory Board is also deemed to have attended the Supervisory Board meeting when they abstain from voting. Unless a different majority is required by law, Supervisory Board resolutions are adopted with a simple majority of the votes cast. This also applies to elections. Abstentions are not counted when determining the results of voting. Each member of the Supervisory Board must disclose to the Supervisory Board any conflicts of interest, in particular those that may arise as a result of a consultancy or directorship function with customers, suppliers, lenders or other third parties. In the event of conflicts of interest that are material and not merely temporary, the respective member of the Supervisory Board must resign from their position. In its report to the Annual General Meeting, the Supervisory Board provides information about any conflicts of interest and the way they were dealt with. No such conflicts of interest arose in the reporting period.

The Supervisory Board together with its committees regularly review how effectively the Supervisory Board as a whole and its committees perform their duties. This review is conducted internally and also, in individual cases, with the involvement of external advisors. The Supervisory Board last conducted a comprehensive efficiency review in the 2022 financial year. The findings of the review confirm that cooperation within the Supervisory Board and with the Management Board is professional, constructive and trust-based, and that meetings are efficiently organised and conducted based on an appropriate level of information. No fundamental need for change was identified other than increasing diversity in the medium term. Individual suggestions will be taken up and implemented during the year.

Combined management report Notes to the consolidated financial statements

Composition of the Supervisory Board

According to Article 9 (1) of the Articles of Association, the Supervisory Board of Scout24 SE has six members, all of whom are to be elected exclusively by the Annual General Meeting. Where the Annual General Meeting does not stipulate shorter terms in office upon the election of individual members or of the Supervisory Board as a whole, members of the Supervisory Board are appointed for a term lasting until the end of the Annual General Meeting that decides on their exoneration for the fourth financial year after the beginning of the term of office but for no longer than six years. The year in which the term of office begins is not counted. Reappointments are permitted.

As regards the composition of the Supervisory Board in the 2022 financial year and the composition of its committees, we refer to the disclosures in the }report of the Supervisory Board.

Scout24 SE pursues a Group-wide strategy of promoting diversity. One woman is currently appointed to the Supervisory Board. In addition, the experience, background and profiles of the Supervisory Board members are characterised by a diversity that brings different perspectives to the Supervisory Board.

Pursuant to Recommendation C.6 Subsection 1.1 Half-sentence 1 of the German Corporate Governance Code, the Supervisory Board of Scout24 SE should include what it considers to be an appropriate number of independent members. In the opinion of the Supervisory Board, all members of the Supervisory Board are independent within the meaning of the German Corporate Governance Code.

Supervisory Board committees

To perform its tasks efficiently, the Supervisory Board currently has a total of three committees: an Executive Committee, an Audit Committee and a Remuneration Committee.

Details of the working methods and composition of the Supervisory Board and its committees can also be found in the }report of the Supervisory Board.