Ströer SE & Co. KGaA — Call Transcript 2012

Dec 17, 2012

Reaching the audience

Ströer enters the online advertising business Investor call, 17 December 2012

• Key beliefs: Why Ströer is going online
• Premium formula: Technology + audience + inventory = reach
• Plus points: An advantageous deal = new growth opportunities

The world has become one large screen. Interactive. On demand.

Whether it's in a private …

… or personal environment.

It's all about interconnection. Private. Public. Personal.

Online advertising is an outperformer. Long term.

• Steady double-digit growth
• Gaining market share over other forms of media
• Clear focus of media agencies
• Total market 2012e: around 6.4b (gross)
• Display advertising 2012e: around 3.7b (gross)
• Strong growth of video and mobile

2011; own calculation and estimate

Online logic is establishing itself. Across media.

The window for consolidation is open. Right now.

• Fragmented market little market power
• Top 20 marketers = 50% market share (excluding Google)
• First set of smaller deals: Consolidation has started
• Publisher-bound providers focused on traditional reach-based advertising
• So far no "one stop shop" for bundling technology, inventory and audience

Ströer as the online consolidation pioneer. A logical step.

• Track record: Successful integration of new activities into Ströer's business model
• Advertising expertise: Transfer of proven methodologies used in digital outdoor media
• Sales strength: Well positioned for regional online advertising concepts

Independence:

Ströer AG is a suitable consolidator of independent online advertising

Ströer's digital media competence

* Subject to approval by the Federal Cartel Office

• Key beliefs: Why Ströer is going online
• Premium formula: Technology + audience + inventory = reach
• Plus points: An advantageous deal = new growth opportunities

Online advertising is target group and transaction-oriented. Now more than ever.

"Ströer online" stands for integration and independence along the entire value chain: Inventory, technology, audience.

Target portfolio: Four specialists with combined market strength.

 Strong trading platform in Germany − Established in 2007 − Covers >80% of the top 100 publishers − Markets >4,000 websites  Flexible technology platform  4 sales offices (media agency cities)  Around 80 employees	 Largest publisher- independent display marketer in Germany − 100% third-party advertising − Established in 2000 − Currently markets >475 websites − Focus on "mid and long tail"  Exclusive advertising − Mainly with media agencies − > 20 "topic channels"  Around 50 employees
Ströer Online  Marketer of own and third-party websites − Markets around 100 websites − Marketer of freenet.de  Exclusive advertising – 5 main topic channels	 Marketer of B2B online media − 100% third-party advertising − Established in 2003 − Currently markets >60 websites  Exclusive advertising – two main topic channels
 Around 60 employees	− SMEs − Business and finance  Around 20 employees

"Ströer online:" A relevant player from the start.

** Business Ad consolidated at 50.4%

^* Based on AGOF ranking

• Key beliefs: Why Ströer is going online
• Premium formula: Technology + audience + inventory = reach
• Plus points: An advantageous deal = new growth opportunities

Overview of transactions. At advantageous terms.

	 Purchase agreement with adscale shareholders signed on 14 December 2012  Agreements to acquire all shares incl. options for shares held by management  Purchase price not disclosed, payable in cash  Purchase price EBITDA multiple in the higher single-digit range based on 2012e  Closing expected by April 2013
Extraordinary shareholder Supervisory board approval of Expected approval meeting on the extension of both transactions (in combination) from the Federal the articles of incorporation on 16 December 2012 Cartel Office in February 2013
	 Preliminary agreement with Media Ventures on the acquisition of Ströerinteractive (100%), freeXmedia (100%), businessAD (50.4%)

• Purchase price EBITDA multiple in the higher single-digit range for 2012e
• Final valuations to be performed according to IDW S1 valuation standards*
• Capital increase of max. 6.8m new shares from authorised capital in return for contribution in kind subject to the exclusion of subscription rights
• Final signing by the end of 2012, closing expected in Q2 2013

* Final purchase price will in any case be below the business values to be determined by the IDW S1 valuation reports (Standard 1 of the German Institute of Public Auditors)

"Ströer online". A new segment.

^* Business Ad consolidated at 50.4%

The cornerstones of the online investment case.

Q&A session with Ströer AG's board of management

Udo Müller Co-Founder, CEO

Alfried Bührdel

CFO and Executive Vice President

Christian Schmalzl COO

Dirk Wiedenmann

CEO of Ströer Media Deutschland, Board member

Disclaimer

This presentation contains "forward looking statements" regarding Ströer Out-of-Home Media AG ("Ströer") or the Ströer Group, including opinions, estimates and projections regarding Ströer's or the Ströer Group's financial position, business strategy, plans and objectives of management and future operations. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Ströer or the Ströer Group to be materially different from future results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements speak only as of the date of this presentation and are based on numerous assumptions which may or may not prove to be correct. No representation or warranty, express or implied, is made by Ströer with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. The information in this presentation is subject to change without notice, it may be incomplete or condensed, and it may not contain all material information concerning Ströer or the Ströer Group. Ströer undertakes no obligation to publicly update or revise any forward looking statements or other information stated herein, whether as a result of new information, future events or otherwise.