Scout24 AG

Investor Presentation • Mar 26, 2020

Make it happen! Full-year results 2019 Analyst call

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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Nothing in this document constitutes tax advice. Persons should seek tax advice from their own consultants or advisors when making investment decisions.

Quarterly figures are unaudited. All numbers regarding the 2019 segment structure are unaudited and preliminary only, if not otherwise stated.

Table of contents

• 1. Current situation and Scout24 positioning
• 1. Strong 2019 financials and capital return plan
• 1. Navigating a highly uncertain environment
• 1. Backup

1. The current situation and Scout24 positioning

We have made important strategic decisions in 2019 …

Focus on core business areas AutoScout24 & ImmoScout24

Largest product innovation push in the history of Scout24

This is a call-out.

Use it to emphasize

Strategic review of AutoScout24 completed with sale to Hellman & Friedman

… and delivered record results New Scout24 – IS24 segment and ImmoScout24-related CS activities

€349.8m +9.9% revenue from continuing operations (IS24 and immo-related CS activities)	62.2% +0.9pp ordinary operating EBITDA margin (continuing operations without central cost)	€676 +6.6% monthly ARPU with residential real estate partners	€1,761 +12.4% monthly ARPU with business real estate partners
17,741 +1.0% customers (residential and business agents) 6 Full-year 2019 results presentation	13.5 million +4.6% unique monthly visitors (multiplatform) on IS24	425,000 -1.6% listings on the ImmoScout24 marketplace at year end	83% +3pp of sessions are mobile traffic (CW10 2020 vs. CW10 2019)

We had a strong start in the first two months of 2020

	YTD / end of Feb. 2020	vs. end of Dec. 2019
Residential real estate partners (contractual) (as of end of period, number)	15,106	+0.9%
Residential real estate partner ARPU* (€/month)	€715	+5.8%
Business real estate partners (contractual) (as of end of period, number)	2,767	-0.2%
Business real estate partner ARPU* (€/month)	€1,786	+1.4%
Sessions per month, Germany (millions)2	105.5	+11.8%

48% take rate to higher membership tiers

50% growth of addressable home seller audience (vs. CMD)

190% y-o-y growth of realtor lead engine revenues

1,2 Source: AGOF e. V./digital facts, 2018–19.

* calculated by dividing the av. revenue Jan/Feb by the av. # of contractual partners (from the beginning of Jan and end of Feb), and further dividing by 2.

With Corona, we are monitoring developments very closely – initiated immediate action programme as of March 20th

• Slowdown of appointments
• Increased standing times
• Closure of real estate offices / branches / notaries
• Strong pressure on hybrid agents

Our long-term strategy is clear: we will further drive the real estate ecosystem in Germany

2.Strong 2019 financials and capital return plan

2019 was an eventful year with record results Financial Highlights – continuing and discontinued operations

	External Revenue		ooEBITDA		ooEBITDA Margin			Cash Contribution
	2019	2018	+/-	2019	2018	+/-	2019	2018	+/-	2019	2018	+/-
New Scout24 Group (continuing operations)	€349.7m	€318.2m	+9.9%	€209.3m	€188.7m	+10.9%	60%	59%	+1 Pp	€193.3m	€169.8m	+13.8%
New ImmoScout24 (IS24 segment + immo-related CS)	€349.8m	€318.1m	+9.9%	€217.6m	€194.9m	+11.7%	62%	61%	+1 Pp

Old Scout24 Group	€613.6m	€531.7m	+15.4%	€321.9m	€291.5m	+10.4%	52%	55%	-3 Pp	€297.4m	€263.1m	+13.0%
ImmoScout24 (continuing)	€270.2m	€250.0m	+8.1%	€188.0m	€170.3m	+10.4%	70%	68%	+2 Pp
AutoScout24 (discontinued)	€186.9m	€166.3m	+12.3%	€107.1m	€88.4m	+21.1%	57%	53%	+4 Pp
Consumer Services (partly continuing)	€156.5m	€115.3m	+35.7%	€37.5m	€40.4m	-7.2%	24%	35%	-11 Pp

We drove positive development of agent numbers and ARPU

	FY 2019	FY 2018	Change
Residential real estate partners (contractual) (as of end of period, number)	14,967	14,745	+1.5%
Residential real estate partner ARPU (EUR/month)	676	634	+6.6%
Business real estate partners (contractual) (as of end of period, number)	2,774	2,815	-1.5%
Business real estate partner ARPU (EUR/month)	1,761	1,567	+12.4%
Desktop UMV (millions)1	6.2	6.2	0%
Multiplatform UMV (millions)1	13.5	12.9	+4.6%
Sessions per month, Germany (millions)2	94.4	87.4	+8.0%

1,2 source: AGOF e. V./digital facts, 2018–19.

12 Full-year 2019 results presentation

We delivered a solid performance – also within the new segment structure Revenue of the continued operations up by 10%

We achieved a 60% ooEBITDA margin … Continued operations - ordinary operating cost

(€m)	FY 2019	FY 2018	+/-
Revenues	349.7	318.2	+9.9%
Own work capitalised	14.0	11.2	+24.7%
Other operating income	3.1	4.7	-34.8%
Personnel	–72.9	–70.2	+3.8%
Marketing (online & offline)	–30.6	–24.8	+23.4%
IT	–14.2	–11.8	+20.1%
Other operating costs	–39.7	–38.8	+2.3%
Total operating cost	–157.4	–145.6	+8.1%
Ordinary operating EBITDA	209.3	188.7	+10.9%
Ordinary operating EBITDA-margin	59.9%	59.3%	+0.6 pp

Marketing costs 23.4% higher due to increased online marketing for Realtor Lead Engine

IT costs up 20.1% due to increasing share of cloud-based platform and software solutions

Improved operating efficiency: Total operating cost increase 1.8 pp below revenue growth

Disproportionately strong increase of ooEBITDA

ooEBITDA margin up 0.6 pp

… and came out with an adjusted EPS of 1.77€ Below EBITDA items

(€m)	FY 2019	FY 2018
Ordinary operating EBITDA	209.3	188.7
Non-operating items	–45.7	–24.5
Reported EBITDA	163.7	164.2
D&A	–54.2	–53.0
EBIT	109.4	111.2
Financial result	–15.2	–6.1
Earnings before Tax	94.2	105.1
Taxes on Income	–30.7	–29.2
Net income (continuing operations)	63.5	75.9
Net income (discontinued operations)	16.5	88.3
Net income	80.0	164.2
Basic Earnings per Share (€)	0.75	1.53
Adjusted net income	189.6	169.9
Adjusted EPS	1.77	1.58

• Strong increase in non-operating items mainly due to share-price performance and resulting sharebased remuneration (€29.0m in 2019) and reorganization.
• Reported EBITDA flat.
• Financial result 2018 positively influenced by gains from classmarkets sale and proceeds from RFA refinancing.
• Result from discontinued operations (according to IFRS 5 only one line in P&L) affected by €24.3m AS24 transaction cost.
• But, ooEBITDA (excl. Group functions) from discontinued operations up 10.2% to 114.9m (plus 9.4% to €112.5m incl. Group functions).
• 2019 net income, adjusted for NR&R items of continuing and discontinued operations, up 11.6%.

We propose a regular dividend of €0.90 per share … Upper range of the communicated payout-ratio

	2019	2018
Adjusted net income	€189.6m	€169.9m
share1 Adjusted earnings per	€1.77	€1.58
share2 Dividend per	€0.90	€0.64
Dividend	€94.3m	€68.9m
Pay-out ratio	50%	40.5%
Price per share end of December	€58.95	€40.16
Dividend yield	1.5 %	1.6%

1 Calculation based on IFRS earnings per share logic (as used in annual report). Weighted average number of shares (diluted) in 2019: 107.092.213 shares. 2 Calculation based on AktG dividend calculation logic. Number of shares as of 31. Jan 20 after deduction of own shares from share buy back: 104.806.127 shares.

Sufficient cash available for dividend pay-out in 2020

€65.6m cash on balance as of 31 December 2019. Expected net cash of €2.8bn from AS24 deal to be received in April 2020.

…. which is part of our plan to return the AS24 sale proceeds to our shareholders

A combination of share buyback (SBB), dividend and capital reduction ensures efficient return

3.Navigating a highly uncertain environment

We are supporting our customers in the Corona-crisis … Immediate action programme as of March 20th

Immediate-action program

Measures

Liquidity Plus

All professional customers are granted a nine-month extension of payment for the April invoice.

Listings Plus

Private listings can be advertised free of charge for 4 weeks starting on 27 March 2020.

Leads Plus

IS24 will make free mandate acquisition leads available to current agent customers after the crisis.

Financial impact

Deferred payment April cash impact of approx. €20m

April revenue impact of €6-10m:

• Free private listings (€2-3m)
• Memberships (€2-3.5m)
• Other (€2-3.5m) (leads, consumer services, media, Austria)

Free home owner leads effect of €1-2m

… while assessing the effects of the market slowdown on our own 2020 operations

~60% of our revenues are contracted with professional customers (membership / project based revenues with agents, banks and developers)

• ~75% of these are on annual agent contracts
• the rest are developer contracts with shorter durations, upsell revenues not bundled into memberships, CRM SaaS revenues
• Premium memberships can be booked for 1-6 months; the remainder (leads, PPA) is paid per booking

~4% of our revenues are 3rd party media revenues

At this point, we cannot quantify the top-line impact, but we can mitigate some of it by our cost base. In light of the significantly changed circumstances, we suspend our guidance for 2020.

Approx. revenue distribution (based on 2019 actuals)

We remain at the side of our customers and clients and want to find solutions in good and bad times

• Our immediate priority is the safety of our customers, consumers and employees
• We have moved quickly and firmly with our Survive, Prevent and Accelerate initiative to help our customers during this challenging period
• The initial weeks of 2020 prove our strategy is in motion and working well
  • We are coming off some of the strongest growth in residential we have seen

• We are in a position of strength with the balance sheet expected to be further fortified post-closing of AS24 sale
• We remain committed to using the AS24 proceeds to provide a highly attractive cash return
• We have the resources and the market position to weather the upcoming turbulence and will continue to support our partners and customers to foster the ecosystem

New segment structure in more detail Continued operations by revenue lines

Segment	Including	External Revenue (€m)
		Q4 2019	Q4 2018	+/-	2019	2018	+/-
Residential Real Estate		62.0	56.8	+9.3%	244.9	220.7	+11.0%
Real Estate Agents	Residential Agents, Property Managers, Prof. PPA, Finance listings, Mortgage leads	42.6	39.3	+8.4%	165.6	150.6	+10.0%
Consumers	Private PPA, Premium Profile, RRI leads	19.4	17.5	+11.4%	79.3	70.1	+13.1%
Business Real Estate		18.2	16.5	+10.3%	69.6	63.1	+10.3%
Commercial Agents	Commercial Agents, Prof. PPA	8.6	7.6	+13.9%	32.6	29.5	+10.6%
Developer & NHB	Developer Projects; New Home Builder Catalogue	9.6	9.0	+7.2%	37.0	33.7	+10.0%
3rd Party Media & Other	Display Ads, Barter, Flowfact, Austria	9.3	8.3	+12.0%	35.0	32.1	+8.9%

New Residential Real Estate segment

Reconciliation from former revenue lines to new revenue lines

24 Full-year 2019 results presentation

New Business Real Estate segment

Reconciliation from former revenue lines to new revenue lines

New 3rd Party Media & Others segment

Reconciliation from former revenue lines to new revenue lines

26 Full-year 2019 results presentation

Financing structure

Debt structure	Loan volume (€m)	Margin
Term Loan	300	1.15%
RCF I (drawn)	20	0.85%
RCF I (undrawn)	180
RCF II (drawn)	315	0.80%
RCF II (undrawn)	185
Schuldschein	197

Equity Capital Scout AG – HGB Balance Sheet

Financial Statements according to HGB (€m) Scout24 AG	Equity as of 31/12/2019	Equity as of 31/12/2018
Capital stock, issued	105.2	107.6
Share capital	107.6	107.6
Nominal amount of treasury shares	-2.4	0
Capital reserve	170.3	170.3
Balance sheet profit	887.2	974.0
Equity	1,162.7	1,251.9

1. Commercial law: Available profit based on HGB (Ausschüttbarer Gewinn)

€887.2m is the balance sheet profit according to HGB as of 31 Dec. 2019, which is the maximum distributable amount.

2. Tax law: Tax contribution account (Steuerliches Einlagenkonto)

€489.2m is the remaining amount of the tax contribution account after regular profit distribution of €94.3 and the entire share buyback until 31 Jan. 2020. This is the current maximum amount for taxfree profit distribution.

1. Why does it take so long to return cash ?

• Our share buyback will occur as soon as reasonably practical thereafter and will best cope with current market volatilities when continuing as long as possible prior to the AGM 2021.
• It will be complemented by a dividend, in line with communicated dividend policy.
• A large share buyback at the beginning of 2021, offering all shareholders an effective choice to disinvest or remain, completes the currently contemplated measures.
• Overall, it is a package of fast, effective and reliable measures while complying with mandatory rules and focusing on our business going forward.

2. Did you consider a shortened financial year?

• Such measure would presuppose that tax authorities, the AGM 2020 and the involved commercial registers approve the shortening of the fiscal year(s) of Scout24AG and/or Scout24 Beteiligungs SE, which cannot be reliably foreseen.
• The measure could be potentially blocked in case of litigation without having the benefit of a release procedure (Freigabeverfahren).
• The mere shortening of the financial year would not suffice; additional measures would need to be resolved by the AGM 2020 which again need to be registered and can be subject to litigation in such case even endangering the subsequent large redemption share buyback.
• There are technical restrictions resulting from the tax contribution account hindering the distribution of capital exceeding a certain amount in FY 2020.

3. Why did you not negotiate with the financial authorities?

Re shortened financial year:

• A shortened financial year would only make sense in combination with an additional share buyback in FY 2020 post AGM 2020.
• Given all aforementioned uncertainties and litigation risks, there is a low probability of any timing advantage even if we come to a conclusion with the competent tax authorities.

Re tax contribution account:

• Scout24 (on an anonymous basis through advisors) approached the relevant tax authorities: the relevant rules related to tax contribution accounts regarding the sequence of distributions comprising dividend but also share buybacks need to be diligently complied with.
• There was also no reliable solution by other means which we have diligently analysed nor any precedent.

4. How do the current (financial) market conditions affect your proposed path and our returns?

• Scout24 has invested a lot of thoughts how to quickly, reliably and efficiently, also tax efficiently, distribute the cash proceeds from the AutoScout24 sale.
• We started to consider potential ways to distribute the proceeds from the sale even before signing the AutoScout24 deal in order to cater for the best possible capital return package for our shareholders.
• When concluding our thoughts we have certainly also taken into account the challenging financial and other market effects.
• One result of such consideration is that we have decided to offer a share buyback as open market purchase and not by means of a tender in order to better cater for market volatility and to lesser affect the stock price.
• Moreover, the various measures comprise a sensible and reliable way to fast and steadily provide our shareholders with cash distribution while offering a choice to those who want to disinvest or remain in our stock.
• A dividend at the upper end of our dividend policy warrants a reliable source of income.

Capital Return Q&A Dividend

5. Why do you only pay a dividend of €94m and not a super dividend in one big move or even two tranches?

• The proposed dividend amount ranges at the upper end of our dividend policy of 30%-50% payout of adjusted net income.
• Any higher dividend would reduce the quantum of proposed share buybacks.
• Share buybacks are typically preferred by most of our shareholders given the related tax benefits while reserving full optionality to divest or not.

Capital Return Q&A Dividend

6. Why don't you first pay the taxfree dividend?

• According to our in-depth analysis the combination of share buybacks and a dividend payment in line with our dividend policy is in the best interest of the company and all its stakeholders.
• This analysis took into account the current market conditions and the tax and legal restrictions of dividend payments in particular in light of the interdependencies of dividend payments and share buybacks.
• In general, a dividend payment is not "tax free" for many investors but any applicable withholding tax is withheld by the company and thus not distributed to such investors.
• If we had decided to pay a dividend making full use of the tax contribution account we would have had no further capacity for any share buyback in FY 2020 given the legal particularities of the tax contribution account.

7. Why have you not repurchased shares during the last weeks?

• Scout24 has invested a lot of thoughts how to quickly, reliably and efficiently, also tax efficiently, distribute the cash proceeds from the AutoScout24 sale which is scheduled for end of March 2020 to its shareholders.
• Since we have not yet received the cash proceeds from the sale we are not yet in the position to distribute such proceeds.
• However, as soon as reasonably practical after receipt of these proceeds, we intend to start to distribute such cash proceeds via a share buyback through open market purchases throughout FY 2020 and as long as possible prior to the AGM 2021.

8. How do you ensure to buy large amounts via open market, how can you accelerate?

• In the interest of the company and its shareholders the buyback will be implemented in accordance with safe harbour provisions under the Market Abuse Regulation to ensure the compliance of the company with capital market law.
• Therefore, and in accordance with the relevant Delegated Regulation (EU) 2016/1052, up to 25% of the average daily volume of the shares at the stock exchange on which the respective purchase is carried out could be acquired on any trading day.
• Based on market intelligence by the investment bank advising us, this quantum is relatively large and should ensure that we can buy back a relatively high number of shares over time without putting the stock price inadequately under pressure.

9. Why don't you offer one large tender?

• We want our shareholders to benefit as soon as possible from the successful sale while making use of our large tax contribution account in FY 2020.
• This is feasible by way of a share buyback based on the existing authorization which shall start as soon as reasonably practical after receipt of the cash proceeds.
• A dividend shall be distributed later if and when the AGM 2020 has taken a respective resolution.
• The large tender can only take place at the beginning of 2021 if and when the AGM 2020 has taken respective resolutions which then need to be registered in the commercial register.
• Moreover, the business year 2020 needs to expire first, the profit needs to be transferred from the subsidiary to the holding level of Scout24 AG and the financial statements for the FY 2020 need to be set up.

10. Why are you limited to a 10% premium on 3-5 days VWAP with a tender?

• The authorization by the AGM for the Management Board for a share buyback limits the premium to such amount.
• The reason for this is that there is high legal uncertainty whether or not higher premiums would be permissible under German law (even if approved by the AGM).
• Higher premiums could be to the detriment of such shareholders not willing to participate in a share buyback.
• Thus, a renewed share buyback authorization and a capital decrease share buyback would be subject to the same limit.

Make it happen!

Ursula Querette Head of Investor Relations

Telephone +49 89 444 56 3278 Fax +49 89 444 56 193278 ir@scout24.com www.scout24.com

39 Full-year 2019 results presentation