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Scout24 AG

Governance Information Dec 16, 2022

385_cgr_2022-12-16_ee0c989c-8e7a-4d10-82ea-cba039aee4cb.pdf

Governance Information

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Declaration of Compliance of the Management Board and Supervisory Board of Scout24 SE regarding the German Corporate Governance Code

Pursuant to section 161 para. 1 sent. 1 German stock corporation act ("AktG"), the Management Board and the Supervisory Board of Scout24 SE have to issue annually a declaration that Scout24 SE has been, and is, in compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" (hereinafter "GCGC") as published by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger), or to advise of any recommendations that have not been, or are not being, applied and the reasons for this.

The annual declaration was last issued in December 2021.

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

  1. Since the issuance of the last Declaration of Conformity in December 2021 until the publication of the Declaration of Conformity in December 2022, Scout24 SE has fully complied with all recommendations of the GCGC as of 16 December 16, 2019 ("GCGC 2019"), with the exception of the following deviation:

Clause C.4: Maximum number of supervisory board mandates

According to C.4, a supervisory board member who is not a member of the management board of a listed company shall not hold more than five supervisory board mandates at non-group listed companies or comparable functions, whereby one supervisory board chairmanship counts double.

The Chairman of the Supervisory Board, Dr Hans-Holger Albrecht, holds a total of four such non-Group positions at listed companies after the IPO of Deezer S.A. for a transitional period. Two of these positions count double as chair, so that mathematically six mandates are given. The mandate at Deezer S.A. is expected to end in the course of 2023, so that only a transitional period is affected. Also for this transitional period, the Supervisory Board is convinced that the additional mandate of Dr Hans-Holger Albrecht will not affect the proper fulfilment of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Dr Hans-Holger Albrecht will have sufficient time to fulfil his duties.

  1. In the future, Scout24 SE will fully comply with all recommendations of the GCGC 2022 as of 28 April, 2022 ("GCGC 2022"), with the exception of the following deviation:

Clause C.4: Maximum number of supervisory board mandates

According to C.4, a supervisory board member who is not a member of the management board of a listed company shall not hold more than five supervisory board mandates at non-group

listed companies or comparable functions, whereby one supervisory board chairmanship counts double.

The Chairman of the Supervisory Board, Dr Hans-Holger Albrecht, holds a total of four such non-Group positions at listed companies after the IPO of Deezer S.A. for a transitional period. Two of these positions count double as chair, so that mathematically six mandates are given. The mandate at Deezer S.A. is expected to end in the course of 2023, so that only a transitional period is affected. Also for this transitional period, the Supervisory Board is convinced that the additional mandate of Dr Hans-Holger Albrecht will not affect the proper fulfilment of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board has assured itself that Dr Hans-Holger Albrecht will have sufficient time to fulfil his duties.

Munich, December 2022

Scout24 SE

Management Board Supervisory Board

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