Press Information. Scout24 Announces Intention to Float

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1 Press Information Scout24 Announces Intention to Float Scout24 plans an initial public offering on the Frankfurt Stock Exchange in 2015 The Company operates leading digital marketplaces with excellent market positions in online real estate and automotive classifieds. The company has growth opportunities along both the property and the automotive value chain The IPO will allow the Company to continue its growth and ambitions to improve the efficiency of real estate and automotive sectors for consumers The offer will consist of newly issued shares from a capital increase and the sale of existing shares by current shareholders Berlin/Munich, 7 September 2015 Scout24 Group ( Scout24 or the Company ) is preparing an initial public offering ( IPO or the Offer ) in the regulated market (Prime Standard) of the Frankfurt Stock Exchange during the remainder of 2015, subject to market conditions. Scout24 is a leading operator of digital marketplaces specializing in the real estate and automotive sectors in Germany and other selected European countries. The Company operates two well-known and popular brands, ImmobilienScout24 ( IS24 ) and AutoScout24 ( AS24 ). The Scout24 mission is to facilitate the consumer journey of finding a home or a car by making it a simple, efficient and stress-free process. To that end, the Company seeks to maintain liquidity in terms of both audience and content on its digital marketplaces. The Scout24 online and mobile platforms offer consumers a comprehensive inventory of real estate and car listings, as well as value-added information and services to help them search and make informed decisions. These digital marketplaces also enable both professional and private customers to reach a large, relevant and engaged consumer audience in a cost-effective manner. The Company s recent strategic efforts to streamline the business and concentrate on its core IS24 and AS24 verticals, has further solidified the Company s prospects. The so-called OneScout24 approach recognizes that the two businesses follow relatively similar business models and benefit from the excellent positioning of the Scout24 umbrella brand thus providing an ideal foundation for Scout24 to: further capitalize on the value it offers its customers and tap into adjacent market opportunities along the broader real estate and automotive value chains, and Page 1 of 12

2 centralize corporate functions to share best practices, drive efficiencies and generate tangible operational synergies. During 2014, Scout24 s Core operations (including the IS24, AS24 and Corporate segments) generated revenues of EUR 342 million, representing a CAGR of 12% from , and ordinary operating EBITDA 1 of EUR 149 million 2, representing a margin of 44% and a CAGR of 42% from As of 31, 2014, approximately 1,064 employees (FTEs) were employed in the Core operations. Overview of the Offer The planned Offer is expected to comprise newly issued shares from a capital increase ( Primary Offer ), as well as the sale of existing shares from current shareholders. Funds advised by affiliates of Hellman & Friedman LLC ( H&F") and of The Blackstone Group L.P. ("Blackstone") own approximately 67% of Scout24, Deutsche Telekom AG ( DTAG ) 29% and management 4%. The current shareholders intend to remain significantly invested post IPO in order to participate in the Company's long-term value creation. The Offer will consist of initial public offerings in Germany and Austria, as well as private placements in certain jurisdictions outside these countries. Together with our shareholders, we have worked hard to position Scout24 in all regards for a successful future, said Gregory Ellis, CEO of Scout24. The planned IPO is the logical next step in the company s development path, and now is the right time to take it. Scout24 s management and employees have been highly successful in establishing the company as a leading operator of digital platforms, Patrick J. Healy, Deputy CEO of H&F, added. Now is a good time to give the company direct access to the capital market, and to enable external shareholders to participate early in the future growth of the company. Scout24 expects Primary Offer net proceeds of at least EUR 200 million. The Company intends to direct such proceeds towards reducing its indebtedness in order to strengthen its financial position and equity base and to support growth. Credit Suisse and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners. Barclays, Jefferies and Morgan Stanley are acting as Joint Bookrunners. 1 Ordinary operating EBITDA is defined as EBITDA adjusted by non-operating effects. 2 Ordinary operating EBITDA of Core operations include an adjustment for a reconciliation effect related to a management fee charged by the Corporate segment to the IS24 and AS24 segments financials 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 the audited consolidated financial statements of Asa NewCo GmbH for the short financial year from April 1, 2014 until 31, Page 2 of 12

3 Scout24 Business Highlights and Growth Prospects Scout24 operates leading digital classifieds platforms focused on the property and automotive sectors. The Company is ideally positioned for sustainable long term growth and to tap the large adjacencies along the property and automotive value chains by facilitating efficiencies between supply and demand. Scout24 s business model is characterized by the following key highlights: Strong tailwinds from structural print-to-digital shift in property and automotive classifieds In 2014, 52% of total property classifieds marketing spend in Germany was directed online. Meanwhile, 45% of automotive classifieds marketing spending in Germany was spent online. As audiences are shifting from print to digital media, the cost effectiveness and attractive return on investment of digital advertising solutions are driving the online migration of marketing budgets in general, and classifieds spend in particular. The online property classifieds market is expected to reach a share of total property classifieds marketing spend of 70% in 2018 while online automotive classifieds marketing spend is expected to reach a share of total automotive classifieds marketing spend of 63% in Clear leadership position in the German property vertical IS24 has a strong lead in its core German market over competitors in terms of relative market share across listings, customers and traffic metrics, including: 1.3x the customers of its closest competitor, reflecting a penetration of professional agents of 87%; 1.3x the total listings and 4.2x the private listings of its closest competitor; 2.1x the total unique visitors and 3.8x the exclusive unique visitors (both desktop only) of its closest competitor; 2.4x the time spent on site (mobile and desktop) compared to its closest competitor, reflecting a 70% audience share within the German competitor set including IS24, Immonet and Immowelt; Mobile-first strategy with mobile traffic currently representing 65% of total visits, having grown at a 61% CAGR over the last three years. IS24 s digital classifieds platform benefits from powerful network effects: the Company's extensive inventory of property listings and significant user traffic are mutually reinforcing, as customers and consumers tend to gravitate to the marketplace which offers the most liquidity and, therefore, the highest efficiency. These network effects promote a virtuous circle whereby more content added to the platform stimulates the audience reach. Significant further monetization potential at IS24 The cost-effectiveness and measurable return-on-investment (ROI) of digital classifieds are expected to continue to drive property marketing budgets towards online and mobile platforms. At an average revenue per core agent ( ARPU ) of 1 OC&C analysis report on The German Real Estate and European Automotive Advertising Markets", average case. Page 3 of 12

4 EUR 569 per month as of June 2015, IS24 has room to grow as it is still undermonetized relative to IS24 s peer group in other geographies 1. IS24 s membership model, launched in October 2014, further improves the ROI proposition by letting customers list an unlimited number of properties and at the same time increase exposure for the listings of their choice. As of June 2015, approximately 54% of all the agents IS24 is offering a membership in 2015 have adopted it. In the view of management, this take-up rate suggests membership is a compelling value proposition for real estate professionals. AS24 as a European automotive classifieds leader with strong momentum AS24 is a European automotive classifieds leader in terms of listings with No. 1 market positions in Italy, Belgium (including Luxembourg) and the Netherlands, as well as a No. 2 position in Germany 2. In 2014, Scout24 embarked on a new strategy for AS24, focused on a revamped mobile offering, a focus on listings leadership, a reinvigorated sales function and a new, data-driven sales approach. In Germany, AS24 is making progress narrowing the listings gap with its main local competitor. AS24 effectively leverages its European footprint to share best practices and mutualize certain costs across multiple markets. In addition, AS24 is in an excellent position to address cross-border trading opportunities, and to offer smaller dealers in its core exporting markets an international distribution channel, particularly within the European Union. Following the planned launch of its platform in Poland, AS24 will bring together five of Europe's largest used car exporting countries Germany, Italy, the Netherlands, Belgium and Luxemburg with the European No. 1 used car importing country Poland. Large adjacencies that expand Scout24 s addressable market and growth opportunity Scout24 is well positioned to seize market opportunities adjacent to classifieds. As the leader in consumer traffic and listings for real estate in Germany, but also in terms of total listings in several European countries for the automotive vertical, Scout24 is able to reach a strong and wide-ranging pool of transaction-ready consumers, early in their consumer journey. The Company is well positioned to capitalise on its wide consumer reach along the broader real estate and automotive value chains. These services include, for example: IS24's value-added services designed to support consumers and customers throughout the entire property purchase process, such as with mortgage financing comparison engine, or AS24 assisting automotive OEMs in transitioning their large advertising budgets from relatively inefficient offline channels to targeted audiences online and extending their reach in one go across Europe's major developed economies. These adjacent areas offer a significant opportunity for lead generation and advertising revenues in the medium to long term. 1 Based on analysis from the OC&C report. 2 Source: Autobiz, June 2015 Page 4 of 12

5 Furthermore, under its OneScout24 approach, the Company is in a position to cross-leverage its combined user base. According to management estimates, approximately 30% of AS24 users in Germany who search for a motor vehicle are also interested in buying or renting a home, and 43% of IS24 users in Germany who search for a home are also interested in purchasing a motor vehicle. Scout24 has a highly attractive financial profile 1 The Company has experienced solid top line growth, which has been underpinned by recurring revenues and high customer retention rates. Revenues from core operations 2 in 2014 have reached EUR 342 million, representing a CAGR of 12% from The Scout24 business model is also characterised by its scalability and significant operating leverage potential. The Company s increasing profit margins and low capital expenditure requirements foster a strong cash generation profile. Ordinary operating EBITDA 3 from Core operations in 2014 reached EUR 149 million 4, representing a CAGR of 42%; Ordinary operating EBITDA margin 5 in Core operations of 44%, up from an EBITDA margin 5 of 27% in 2012; Operating cash flow 6 from Core operations in 2014 reached EUR 135 million, representing a CAGR of 56%; 2014 cash conversion 7 of 91% in Core operations Experienced senior leadership team with the vision and execution track record to deliver on a focused strategy CEO Gregory Ellis, who joined the Company in March 2014 to help design and implement the new strategy, has more than 20 years of international business experience in the digital media industry, including as CEO of REA Group in Australia between 2008 and CFO Christian Gisy has a broad strategic, financial and listed-company experience. The Company s management is also complemented by a deep bench of talented executives across segments and functional areas financials 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 the audited consolidated financial statements of Asa NewCo GmbH for the short financial year from April 1, 2014 until 31, Revenues from core operations represents the sum of external revenues of IS24, AS24 and Corporate segments. 3 Ordinary operating EBITDA is defined as EBITDA adjusted for non-operating effects. 4 Ordinary operating EBITDA of Core operations include an adjustment for a reconciliation effect related to a management fee charged by the Corporate segment to the IS24 and AS24 segments. 5 (Ordinary operating) EBITDA margin is defined as (ordinary operating) EBITDA as a percentage of external segment revenues. 6 Operating cash flow is defined as ordinary operating EBITDA less capital expenditures. 7 Cash conversion is defined as ordinary operating EBITDA less capital expenditures divided by ordinary operation EBITDA. Page 5 of 12

6 Summary financial information, recent performance and outlook (please refer to endnotes for important financial disclosures and definitions) Scout24 s financial performance has been driven mainly by the roll-out of the membership model in IS24, an increase in listings in AS24, some bolt-on acquisitions to enhance the product portfolio, new product launches, and the implementation of the OneScout24 approach aimed at realising synergies from the closer operational integration of IS24 and AS24. During the first six months of 2015, IS24 generated external revenues of EUR million, an increase from EUR million for the 6-month period ended Scout24 expects revenues to be generally stable during the second half of In the period from July 1 to August 31, 2015, revenue growth continued, mainly driven by the ongoing roll-out of the membership model. Over the medium term, Scout24 expects strong revenue growth at IS24, driven by continuing growth of core agent revenues, however partly offset by slightly lower growth of other revenues. 12-month period ended 6-month period ended 31, , 2013 (1) 31, 2014 (2) 2014 (3) 2015 (in EUR million unless otherwise indicated) (unaudited unless otherwise indicated) IS24 External revenues 176.6* 204.9* Reported EBITDA (4) 76.5* 94.9* Ordinary Operating EBITDA (5) * Ordinary Operating EBITDA margin (in %) (5) % 55.9% 56.9% 60.6% External revenues of AS24 during the six-month period ended 2015 were EUR 57.4 million, an increase from EUR 51.3 million for the 6-month period ended Scout24 expects growth for the full year 2015 to be at a similar level. From 2016, the Company expects growth to decelerate depending on the rate at which it adds dealers and increases its ARPU. Page 6 of 12

7 12-month period ended 6-month period ended 31, , 2013 (1) 31, 2014 (2) 2014 (3) 2015 (in EUR million unless otherwise indicated) (unaudited unless otherwise indicated) AS24 External revenues 90.5* 97.5* Reported EBITDA (4) 9.6* 14.4* Ordinary Operating EBITDA (5) * Ordinary Operating EBITDA margin (in %) (5) % 29.1% 27.4% 41.1% External revenues for the Corporate segment during the six-month period ended 2015 were EUR 1.1 million, reflecting a decrease from EUR 2.3 million for the 6-month period ended Scout24 expects external revenues to quickly decline to insignificance, given the absence of significant external revenue generating activities in this segment. For the full year 2015, Scout24 expects ordinary operating EBITDA adjusted for the management fee to be slightly more negative than in 2014 as the Company continues to build up its corporate functions. In subsequent years, Scout24 expects the ordinary operating EBITDA adjusted for the management fee to remain broadly stable. Page 7 of 12

8 12-month period ended 6-month period ended 31, , 2013 (1) 31, 2014 (2) 2014 (3) 2015 (in EUR million unless otherwise indicated) (unaudited unless otherwise indicated) Corporate External revenues 6.2* 4.4* (4) Reported EBITDA (12.3)* (9.5)* (49.2) (11.6) (10.2) Ordinary Operating EBITDA (5) - (9.5)* (8.5) (3.3) (4.4) Reconciliation of management fee (7) - - (2.9) (0.8) (2.3) Ordinary operating EBITDA adjusted for management fee reconciliation - (9.5) (11.4) (4.1) (6.7) The following table summarises the results for Scout24 s Core Operations and the Group: 12-month period ended 6-month period ended 31, , 2013 (1) 31, 2014 (2) 2014 (3) 2015 (in EUR million unless otherwise indicated) (unaudited unless otherwise indicated) Total Core Operations (8) External revenues (4) Reported EBITDA (5) Ordinary Operating EBITDA Ordinary Operating EBITDA margin (in %) (5) % 43.6% 44.6% 50.7% Page 8 of 12

9 Group External Revenues 313.5* 310.1* Reported EBITDA (4) 65.7* 94.0* Ordinary Operating EBITDA (5) * Scout24 expects total capital expenditures for 2015 and 2016 to be around EUR 20 million driven by the harmonisation of the IT platform at AS24 and other investments in its IT structure. In the following years spending for capital expenditures are planned to decrease by approximately 10% and to remain stable thereafter. 12-month period ended 6-month period ended 31, , 2013 (1) 31, 2014 (2) 2014 (3) 2015 (in EUR million unless otherwise indicated) (unaudited unless otherwise indicated) Capex (6) Capex from core operations Group Capex 22.7* 14.5* Page 9 of 12

10 Financial disclosure endnotes: * Indicates audited figures. 1. These figures are obtained from the comparative period information in the audited consolidated financial statements of Scout24 Holding GmbH for the short financial year from January 1, 2014 until March 31, 2014 (FriendScout24 is shown as discontinued operations and therefore eliminated in external revenues, external EBITDA and external ordinary operating EBITDA). 2. 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 the audited consolidated financial statements of Asa NewCo GmbH for the short financial year from April 1, 2014 until 31, 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 the voluntary segment information for the period of April 1, 2014 to 2014 in the unaudited interim consolidated financial statements of Asa NewCo GmbH as of and for the sixmonth period ended EBITDA is defined as profit (based on total revenues) before net finance costs, income taxes, depreciation, amortisation, impairment and the results from the disposal of subsidiaries. 5. We define ordinary operating EBITDA as EBITDA adjusted for non-operating effects. We define ordinary operating EBITDA margin as ordinary operating EBITDA as a percentage of external revenues. 6. Capital expenditure comprises capital expenditure for property, plant and equipment, as well as intangible assets, including internally generated assets from the capitalisation of development costs, but excluding goodwill. It further includes advance payments made in relation to property, plant and equipment and intangible assets. 7. Beginning in the second calendar quarter of 2014, the Corporate segment has charged a management fee to the IS24 and AS24 segments to cover certain management services. Because we consider this management fee part of the ordinary operating result of Corporate (but not of IS24 and AS24), the charge positively impacts the ordinary operating EBITDA of Corporate within our consolidated financial statements, while in the IS24 and AS24 segments, it is accounted for as a non-operating effect and therefore excluded from ordinary operating EBITDA for IS24 and AS Core operations are defined as the sum of IS24, AS24 and Corporate. Ordinary operating EBITDA also includes the reconciliation effect of the management fee charged by Corporate to IS24 and AS24. ***ENDS*** Page 10 of 12

11 About Scout24 Scout24 operates leading digital classifieds platforms in Germany and other selected European countries. The main operations under the umbrella brand Scout24 are the digital marketplaces ImmobilienScout24 and AutoScout24. ImmobilienScout24 is the leading digital real estate classifieds platform in Germany, based on consumer traffic and time spent as well as customer numbers and listings. AutoScout24 is a leading automotive digital classifieds platform in Europe, in terms of unique monthly visitors and listings. Scout24 s digital marketplaces are empowering people to realise their property and car-owning dreams simply, efficiently and stress-free. Further information is available at Press contact Susanne Christmann Communications & Network Consulting AG Tel.: scout24@cnc-communications.com Investor Relations contact Britta Schmidt Vice President Investor Relations & Treasury Tel.: britta.schmidt@scout24.com Disclaimer: This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy any securities in the United States. Any securities referred to herein have not been and will not be 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 pursuant to an available exemption from registration under the Securities Act. Neither Scout24 nor any of its shareholders intends to register any securities referred to herein in the United States. Any offer will be made exclusively through and on the basis of a prospectus that must be published in Germany as supplemented by additional information related to the offer outside of Germany. No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order ) or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons ). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company. Page 11 of 12

12 Cautionary note regarding forward-looking statements: This press release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Scout24 Group. Forwardlooking statements shall not be construed as a promise for the materialisation of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Scout24 Group, and other factors. The Company does not assume any obligations to update any forward-looking statements. Page 12 of 12