Scout24 AG — Investor Presentation 2017

Mar 29, 2017

www.scout24.com

Scout24 AG

FY 2016 Results Conference Call

March 29, 2017

Disclaimer

This document has been issued by Scout24 AG (the "Company" and, together with its direct and indirect subsidiaries, the "Group") and does not constitute or form part of and should not be construed as any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision, nor does it constitute a recommendation regarding the securities of the Company or any present or future member of the Group.

All information contained herein has been carefully prepared. However, no reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Company or any of its directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

The information contained in this presentation is subject to amendment, revision and updating. Certain statements, beliefs and opinions in this document are forward-looking, which reflect the Company's or, as appropriate, senior management's current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any information contained in this presentation (including forward-looking statements), whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.

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Key Operational Highlights

We Continue to Be the Most Relevant Marketplace for BOTH our Customers and Consumers

Sources: Management estimates, Autobiz December2016, Yearly average on monthly traffic (sessions) measured by own traffic monitor (googly analytics). Mobile traffic as a percentage of total traffic (sessions).

Key Financial Highlights

Note: All figures in € millions.

1. Ordinary operating (oo)EBITDA represents EBITDA adjusted for non-operating and special effects, ordinary operating EBITDA margin of a segment is defined as ordinary operating EBITDA as a percentage of external segment revenues.

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

Source: Management estimates, internal data.

• Excluding agents leaving the business, core agent number increasing slightly in Q4 2016
• Regain and new customer acquisitions outnumbering gross churn
• 17% increase in customer winback rate (based on monthly run rate) in Q4 2016 compared to Q3 2016
• 16% increase in new customer acquisition rate in Q4 2016 compared to Q3 2016
• Some agents switching back from professional PPA to membership model
• Number of agents leaving the business slightly higher in Q4 2016 than in Q3 2016

Net loss/gain excl. Agents leaving the business¹ Agents leaving the business / inactive Agents

Source: Management estimates, internal data.

1. No listings at any online sources 6 months after inactivation at IS24.

2. Management estimates, based on visits to the IS24 platform from mobile devices, mobile and all IS24 applications as measured by own traffic monitor (google analytics).

3. Based on average Unique Monthly Visitors ("UMV") for traffic and total time spent for engagement in 2016, comScore MMX December 2016 (desktop only for traffic and desktop and mobile for engagement). In the July to October 2016 period, erroneous engagement (user activity) and in the June to September for UMV data were gathered for IS24. To measure engagement and UMV for IS24, the average for the January to May 2016 respectively June and November 2016 respectively October to December 2016 periods were applied.

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

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

6. % of Core Agents, targeted for migration, migrated to the membership model as per December 2016

More and more of our core agents are recognizing our value proposition

ImmobilienScout24 Wrap-Up

AutoScout24 Focus on Germany – Strengthening Market Positioning

1. Management estimates, based on internal data.

2. Autobiz, December 2016.

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

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

page 11

AutoScout24 Focus on Italy & Benelux – Cementing our Leadership Positions

1. Management estimates, based on internal data.

2. Autobiz, December 2016, deduplicated for AS24 and AutoTrader.nl.

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

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

AutoScout24

AutoScout24 Wrap-Up

page 14

Scout24 Media

Well Positioned for Further Growth Along Value-Chains

Group Strong organic growth and sustainable profitability

ImmobilienScout24 Platform for Continued Growth

Key highlights

Core Agent revenues

Revenue growth driven by solid ARPU increase partially offset by decreasing core agent numbers

Other Agent revenues

Slight increase in Professional PPA revenues as well as healthy growth in Austrian marketplace

Other revenues

Increase reflecting healthy revenue growth in adjacent businesses combined with a positive contribution in private listing revenues

ooEBITDA

Operational leverage, IT cost efficiencies and phasing of marketing spending driving margin increase

AutoScout24 Delivering on Growth Potential

Key highlights

Core Dealer revenues

• Ongoing expansion of dealer base and ARPU in Germany due to success of new sales approach and visibility product roll-out
• Strong ARPU growth fueled by the visibility products roll-out in Italy / Benelux
• AutoTrader.nl (acquired in February 2016) adding €5.0 million Core dealer revenues and €0.5 million of other revenues

Other Dealer revenues

Ongoing success of smaller European countries

Other revenues

Display revenues with solid growth throughout all key geographies

ooEBITDA

Operational gearing driving margin increase

Ordinary Operating Cost

(in €m)	FY 2015	FY 2016	Comments
Revenues	393.6	442.1	increase in staff of ~10% (100 FTE • average) during 2016 compared to 2015
Own work capitalised	10.6	11.7	including €0.5m for stock-option • programme for employees (SOP)
Personnel (incl. external labour)	(108.3)	(120.2)	€3.5m of additional expenses for SOP • expected for 2017
Marketing (online & offline)	(50.2)	(50.1)	slowed down marketing spending in • 2016
IT	(12.2)	(13.2)	higher marketing spending expected • linked to roll-out of product innovation in
Other costs	(44.0)	(45.8)	2017
Total operating cost	(204.0)	(217.6)	Increase largely driven by increased cloud • usage
Ordinary operating EBITDA	189.6	224.5
Ordinary operating EBITDA-margin	48.2%	50.8%

Below EBITDA Items

		FY 2015	FY 2016
	(in €m)
	Ordinary operating EBITDA	189.6	224.5
	Non-operating items	(22.6)	(17.8)
	Reported EBITDA	166.9	206.8
	D&A	(16.0)	(15.8)
PPA Effect	D&A on PPA items	(49.6)	(49.6)
	EBIT	101.3	141.3
	Results Equity Method	21.3	.0
Interest	Finance Income	4.8	3.0
	Finance Cost	(48.5)	(45.9)
	Earnings before Tax	78.9	98.5
Taxes	Taxes on Income	(22.0)	(31.6)
	Earnings after Tax	56.9	66.9
	Earnings per Share (in €)	0.56	0.62
	Adjusted Earnings1	86.4	112.3
	(in €)1 Earnings per Share adjusted	0.85	1.04

Comments

• Effective tax rate of 32.1% (slightly higher than normalized rate of 31.5%) • Higher cash taxes for 2016 mainly driven by due to the non-tax deductibility of the PPA-related amortization • Amortization of capitalized financing fees of €17.0m included in 2016 (including write-offs due to refinancing and prepayment, non-cash relevant), €13.0m in Q4 2016 • 2016 including €1.8m gain from derivative instruments (2015: €1.3m gain, 0% floor on EURIBOR, non-cash relevant) • include €4.0m from share-based compensation (Management Equity Programmes, thereof €0.8m non-cash), €1.8m performance based compensation stemming from a purchase price agreement, €3.9m of cost relating to acquisition of AutoTrader.nl, €7.8m personnel cost relating to the reorganisation • €10.0m of non-operating items expected for 2017 • Amortization of PPA items decreasing to €37.0m in 2017

1. Unaudited. Excluding Non-recurring items and D&A on PPA items, calculated with normalized tax rate. Detailed reconciliation in appendix.

Strong Free Cash Flow Generation

Revenue to Free Cash Flow Bridge (2016)

Capital structure

Strong deleveraging profile and low interest margins supporting dividend payment

Margin ratchet thresholds

Leverage		Margin1
(Net Debt/EBITDA)	Term Loan	Revolving Facility2
>3.00x	2.00%	1.60%
>2.50x	1.70%	1.30%
>2.00x	1.50%	1.10%
>1.50x	1.30%	0.90%
>1.00x	1.10%	0.70%
<1.00x	0.90%	0.50%

Key highlights

• Scout24 was recently upgraded by the rating agencies and is now rated Ba3 by Moody's and BBby S&P
• Excess cash flow of total €100m were used to pay down debt during 2016
• Refinancing end of 2016 significantly improved interest margins, as business de-levers over time, margin ratchet will reduce interest expense further
• Management and Supervisory Board will propose 0.30€ Dividend per share to Annual General Meeting in June 2017

• Target pay-out ratio of 30.0% to 50.0% of adjusted net income over time

• Leverage test on a quarterly basis with new spread applicable 45 days post quarter end

• Revolving Facility is subject to a utilisation fee depending of the amount drawn (<33.3% : 0.1% , <66.7% : 0.2% , >66.7% : 0.4%)

• Net debt is defined as total debt (current and non-current liabilities) less cash and cash equivalents

page 23

Outlook Full Year 2017

ordinary operating EBITDA

(in €m)

442 Group revenues expected to record high-single-digit percentage growth rate

• IS24 is expected to achieve a mid-single percentage revenue growth rate, revenue growth weighted towards second half 2017 with acceleration to a mid- to high-single-digit growth rate
• AS24 is expected to grow revenues at mid-teens percentage rate

Group ooEBITDA margin is expected to increase by around one percentage point

• IS24 is expected to achieve an ordinary operating EBITDA margin on a slightly lower (but, at least 61%) or comparable level than in 2016
• AS24 margin expected to expand by at least five percentage points

Reconciliation Adjusted Earnings

(EUR millions)	2015	2016
Earnings before Tax	78.9	98.5
Add back non-operating items	22.6	17.8
Add back D&A on PPA items	49.6	49.6
Add back extraordinary finance expense/ income and effects from derivative instruments	(1,3)	(1,8)
Deduct Profit from disposal of investments accounted for using the equity method	(24.6)	(0,9)
Adjusted Earnings before Tax	125.2	163.2
Adjusted Tax based on normalized Tax rate	(39.4)	(51.1)
Non-Controlling interest	0.6	0.2
Adjusted Earnings attributable to owners of the parent	86.4	112.3
Earnings per Share adjusted (in €)1	0.85	1.04
Weighted average of shares (in million)	101,9	107.6

Based on relevant nominal tax rate as stated in Annual Report 2015 and 2016 respectively. FY 2015: 31.44%; FY 2016: 31.30%

Key performance indicators IS24

(in EUR million, unless otherwise stated)	Q4 2015	Q4 2016	+/-	2015	2016	+/-
Revenues from core agents (Germany)	38,7	39,7	2,6%	149,6	156,9	4,9%
Revenues from other agents	8,3	9,1	9,6%	33,7	35,4	5,0%
Other revenues	22,7	24,3	7,0%	83,5	92,4	10,7%
Total external revenues	69,8	73,1	4,7%	266,7	284,6	6,7%
Ordinary operating EBITDA	40,0	45,7	14,3%	159,2	179,2	12,6%
Ordinary operating EBITDA - margin %	57,3%	62,5%	5,2pp	59,7%	63,0%	3,3pp
EBITDA	35,8	42,3	18,2%	147,9	162,6	9,9%
Capital expenditure	2,2	3,4	54,5%	9,8	11,1	13,3%

Key performance indicators AS24

(in EUR million, unless otherwise stated)	Q4 2015	Q4 2016	+/-	2015	2016	+/-
Revenues from core dealers (Germany)	12.1	15.2	25.6%	43.3	55.8	28.9%
Revenues from core dealers (Benelux/Italy)	9.6	12.7	32.3%	36.0	48.9	35.8%
Revenues from other dealers	3.1	3.5	12.9%	11.6	13.6	17.2%
Other revenues	8.7	10.1	16.1%	30.0	33.6	12.0%
Total external revenues	33.4	41.5	24.3%	120.7	152.0	25.9%
Ordinary operating EBITDA	8.9	16.7	87.6%	43.8	64.2	46.6%
Ordinary operating EBITDA -
margin %	26.7%	40.2%	13,5pp	36.2%	42.2%	6,0pp
EBITDA	8.1	14.1	74.1%	39.7	55.9	40.8%

Income Statement

(EUR millions)	2015	2016
Revenues	393.6	442.1
Own work capitalised	10.6	11.7
Other operating income	8.5	2.6
Total operating performance	412.7	456.4
Personnel expenses	(99.5)	(112.0)
Advertising expenses	(50.6)	(50.6)
IT expenses	(12.3)	(13.3)
Other operating expenses	(83.2)	(73.7)
EBITDA (Earnings before interest. tax. depreciation and amortisation)	166.9	206.8
Depreciation. amortisation and impairment losses	(65.6)	(65.5)
EBIT (Earnings before interest and tax)	101.3	141.3
Net financial result	(22.4)	(42.8)
Earnings before tax	78.9	98.5
Income taxes	(22.0)	(31.6)
Earnings after tax	56.9	66.9
Earnings per share (EUR)	0.56	0.62

Balance Sheet 1/2

Assets	12/31/2015	12/31/2016
(EUR '000)
Current assets	117.7	96.2
Cash and cash equivalents	70.6	43.4
Trade receivables	37.8	43.3
Financial assets	0.3	0.4
Income tax receivables	0.3	1.2
Other assets	8.6	7.8
Non-current assets	2,055.5	2,034.7
Goodwill	787.3	816.2
Trademarks	983.7	983.5
Other intangible assets	259.5	217.6
Property, plant and equipment	13.0	10.0
Investments accounted for using the equity method	1.6	1.7
Financial assets	0.8	0.5
Deferred tax assets	6.7	3.5
Other assets	2.9	1.8
Total assets	2,173.2	2,130.9

Balance Sheet 2/2

Equity and liabilities
(EUR '000)	12/31/2015	12/31/2016
Current liabilities	86.9	112.3
Trade payables	25.6	27.9
Financial liabilities	6.0	31.8
Other provisions	4.7	4.0
Income tax liabilities	15.3	15.9
Other liabilities	35.3	32.7
Non-current liabilities	1,165.0	1,027.8
Financial liabilities	767.9	645.5
Pension and similar obligations	0.5	0.4
Other provisions	0.9	0.6
Income tax liabilities	0.0	0.0
Deferred tax liabilities	393.0	378.6
Other liabilities	2.7	2.6
Equity	921.3	990.8
Subscribed share capital	107.6	107.6
Capital reserve	424.1	427.6
Retained earnings	387.9	455.0
Measurement of pension obligations	(0.1)	(0.1)
Other reserves	1.1	1.1
Treasury shares (13,400 and 0 shares respectively)	-	-0.5
Equity attributable to shareholders of parent company	920.6	990.8
Non-controlling interests	0.7	-
Total equity and liabilities	2,173.2	2,130.9

Cash Flow Statement 1/2

(EUR millions)	01/01/ - 12/31/15	01/01/16 - 12/31/16
Earnings after tax	56.9	66.9
Depreciation. amortisation and impairment losses	65.6	65.5
Income tax expense/(income)	22.0	31.6
Financial income1	(4.8)	(3.0)
Financial expenses1	48.5	45.9
Result from investments accounted for using the equity method	0.8	(0.0)
Result on disposal of investments accounted for using the equity method	(22.1)	-
Result on disposal of intangible assets and property. plant and equipment	0.0	(0.1)
Other non-cash transactions	3.7	2.9
Change in other assets not attributable to investing or financing activities	(4.2)	(4.3)
Change in other liabilities not attributable to investing or financing activities	(4.2)	(6.3)
Change in provisions	(6.4)	(1.1)
Income tax paid	(31.4)	(43.0)
Cash flow from operating activities	124.5	154.9
Purchases of intangible assets	(16.2)	(17.2)
Purchases of property. plant and equipment	(3.0)	(2.4)
Proceeds from disposal of intangible assets and property. plant and equipment	0.1	0.1
Payments made for investments in financial assets	(0.1)	(0.1)
Proceeds from sale of financial assets	2.7	0.0
Payments made to acquire subsidiaries	(9.5)	(29.5)
Proceeds from disposal of investments accounted for using the equity method	59.9	-
Payments made in connection with disposal of investments accounted for using the equity method	(2.1)	-
Interest received	0.2	0.2
Proceeds from disposal of discontinued activities	4.2	-
Cash flow from investing activities	36.2	(48.8)

[1] The previous year's figures has been adjusted: the previously separately reported interest income and interest expense figures as well as the other financial result are now shown as part of financial income and expenses.

Cash Flow Statement 2/2

(EUR millions)	01/01/ - 12/31/15	01/01/16 - 12/31/16
Cash flow from investing activities	36.2	(48.8)
Drawing down of short-term financial liabilities	-	30.0
Repayment of short-term financial liabilities	(0.1)	(3.0)
Drawing down of medium- and long-term financial liabilities	400.0	650.9
Repayment of long-term financial liabilities	(264.2)	(781.0)
Payments for costs of debt acquisition	(7.7)	-
Payments for acquisition of derivative financial instruments	(0.1)	-
Proceeds from capital increases less transaction costs	219.7	-
Interest paid	(37.6)	(29.1)
Dividends paid	(421.6)	-
Payments for purchases of treasury shares	-	(1.1)
Cash flow from financing activities	(111.6)	(133.3)
Effect of foreign exchange rate changes on cash and cash equivalents	0.2	0.0
Change in cash and cash equivalents	49.2	(27.2)
Cash and cash equivalents at beginning of period	21.4	70.6
Cash and cash equivalents at end of period	70.6	43.4

IR Contact details and financial calendar

Financial Calendar (expected)

Wednesday 10 May 2017	Interim Report Q1 2017
Thursday 8 June 2017	Annual General Meeting
Wednesday 9 August 2017	Half Year Report 2017
Wednesday 8 November 2017	Interim Report Q3 2017

Full year report report.scout24.com/2016

http://www.scout24.com/en/Investor-Relations.aspx

Investor Relations Contact

Britta Schmidt Vice President Investor Relations & Treasury

Diana Apostol

Junior Manager Investor Relations

Tel : +49 89 444 56 3278 ; Fax : +49 89 444 56 193278; Email : ir@scout24.com