home24 SE

M&A Activity • Oct 5, 2022

XXXLutz announces voluntary public tender offer for all outstanding home24 shares and signs home24 capital increase

October 5th 2022

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Executive summary

• home24 SE has entered into a business combination agreement with the Austrian XXXLutz KG and its Austrian subsidiary, RAS Beteiligungs GmbH ("BidCo")
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• XXXLutz intends to launch a voluntary public takeover offer via BidCo for all outstanding shares of home24 against payment of a consideration of € 7.50 per home24 share, a premium of 124% to yesterday's XETRA closing price and a premium of 142% on the volume-weighted average share price over the last three months
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• No minimum acceptance threshold foreseen
• BidCo subscribes to a capital increase of approx 10% of the company's share capital at a the offer price. Proceeds of approximately € 23m. 4
• 5 By bundling their successful business models, the market position of home24 as a home & living e-commerce destination shall be further strengthened and expanded
• 6 home24 will remain independent and will continue to be led by the current management team. The company's headquarters in Berlin and the existing corporate structure will be retained
• 7 The management board and the supervisory board welcome the Offer and plan to support it, subject to their duties of care, fiduciary duties and the review of the offer document to be published by the Bidder

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Offer for all home24 shares and parallel capital increase at offer price

Key terms of the offer and capital increase

Offer ● BidCo has announced its intention to publish a voluntary public tender offer to acquire all outstanding shares of home24 ● Cash consideration of € 7.50 per home24 share ‒ Premium of 124% to XETRA closing price as of 4th October 2022 ‒ Premium of 142% to the 3-months VWAP as of 4th October 2022 ● The offer is fully financed from own funds of XXXLutz Capital increase ● XXXLutz will subscribe a capital increase of c.10% of total shares outstanding at offer price to immediately strengthen home24's financial position Irrevocables ● BidCo has entered into irrevocable undertakings with key shareholders ● Through the support of key shareholders in providing irrevocable undertakings to tender their shares along with the shares coming from the capital increase, share purchases and other instruments, XXXLutz has already secured a total of c. 60% of the shares in the future share capital of home24 Conditions ● The offer does not have a minimum acceptance threshold ● The offer will only be subject to (i) approval from relevant cartel authorities, (ii) no opening of insolvency proceedings¹ and (iii) no capital increases (or other equity-capital related transaction) with a volume of >5% of all home24 shares¹

1. Between publication of offer document and end of acceptance period (including at Mobly S.A.)

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XXXLutz & home24 have signed a business combination agreement

Highlights of business combination agreement

1. Subject to review of offer document and reasoned opinion of Management Board and Supervisory Board

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The partnership strengthens our market position and growth prospects

home24's perspective

• The home24 x Butlers offering is highly competitive and has proven to reach significant scale:
  • the clearly defined customer value proposition and efficient customer acquisition
  • our differentiating offering of private labels complemented by the marketplace
  • an omnichannel customer experience, from best in class webshop to showrooms and shops
  • a fulfillment experience and customer service delivering high customer satisfaction
  • most importantly, a great team that strives for more and still sees massive future potential
• In 2021, home24 grew to > € 600m in revenues and has been operating adj. EBITDA profitable since Q4 2019. home24 will continue on the path to reach more and more customers, creating happy homes
• In the current challenging macro environment, stability and certainty to be able to execute our plans is invaluable, which is supported by the 10% capital increase leading to proceeds of € 23m
• XXXLutz are not only furniture experts but also operators and owners of furniture companies with total sales of more than € 5bn including XXXLutz, Mömax, Möbelix, Pfister, etc. The XXXLutz Group has a successful track record of letting companies operate independently

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home24 drivers for sustainable long-term growth supported by XXXLutz

home24's long-term growth strategy

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Transaction expected to be closed by late December / early January

Envisaged timeline of the offer

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About home24: a leading online Home & Living e-commerce platform in continental Europe and Brazil

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About XXXLutz: XXXLutz is one of the largest furniture retailers worldwide with a strong presence in Europe

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Disclaimer 1/2

This presentation of home24 SE ("home24 SE" or the "Company") may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this presentation may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This presentation does not constitute an offer of, or a solicitation of an offer to purchase, securities of home24 SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this presentation is only directed at persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

In member states of the European Economic Area this presentation is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this presentation in any jurisdiction where such action would be unlawful. Persons into whose possession this presentation comes are required to inform themselves about and to observe any such restrictions.

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Disclaimer 2/2

This presentation has been prepared by home24 SE. All material contained in this document and the information presented is for information purposes only and does not purport to be a full or complete description of the Company and its affiliated entities. This presentation must not be relied on for any purpose.

This presentation may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of home24 SE ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of home24 SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this presentation. The Company does not undertake any obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. Neither the Company nor any other person accepts any liability whatsoever in respect of the achievement of such forward-looking statements

This presentation contains certain financial measures that are not calculated in accordance with IFRS and are therefore considered "non-IFRS financial measures". The management of the Company believes that these non-IFRS financial measures used by the Company, when considered in conjunction with, but not in lieu of, other measures that are computed in accordance with IFRS, enhance an understanding of the Company's results of operations, financial position and cash flows. A number of these non-IFRS financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other companies with which the Company competes. These non-IFRS financial measures should not be considered in isolation as a measure of the Company's profitability or liquidity, and should be considered in addition to, rather than as a substitute for, income data or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures, including the limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by the Company may differ from, and not be comparable to, similarly-titled measures used by other companies.

Certain numerical data, financial information and market data, including percentages, in this presentation have been rounded according to established commercial standards. Furthermore, in tables and charts, these rounded figures may not add up exactly to the totals contained in the respective tables and charts.