Translation for Convenience Purposes

Information on shareholders' rights

pursuant to Article 56 SE Regulation, Section 50 (2) SE Implementation Act, Sections 122 (2), 126

(1), 127 and 131 (1) Stock Corporation Act, Section 1 COVID-19 Act in connection with the

Annual General Meeting of Scout24 SE

on 30 June 2022 at 10:00 a.m.

The convocation of the Annual General Meeting contains information on shareholders' rights under Article 56 of Regulation (EC) No 2157/2001 (SE Regulation), Section 50 (2) of the German SE Implementation Act (SE-Ausführungsgesetz- SEAG) and Sections 122 (2), 126 (1), 127 and 131 (1) of the German Stock Corporation Act (Aktiengesetz - AktG), in particular regarding the timeframe during which these rights may be exercised, and including the particularities based on Section 1 of the German Act on Measures in Corporate, Cooperative, Association, Foundation and Home Ownership Law to Combat the Effects of the COVID-19 Pandemic (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-,Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie) of 27 March 2020, most recently amended by Article 15 of the German Act Establishing a "Reconstruction Aid 2021" Fund and Temporarily Suspending the Insolvency Filing Obligation on Account of Heavy Rainfall and Floods in July 2021 and Amending Further Acts (Gesetz zur Errichtung eines Sondervermögens "Aufbauhilfe 2021" und zur vorübergehenden Aussetzung der Insolvenzantragspflicht wegen Starkregenfällen und Hochwassern im Juli 2021 sowie zur Änderung weiterer Gesetze; Aufbauhilfegesetz 2021 - AufbhG 2021) of 10 September 2021 (the COVID-19Act). The following sections provide additional information on these shareholders' rights, their conditions and the particularities arising due to the fact that the Annual General Meeting is to be held without the physical presence of the shareholders or their proxies as a virtual general meeting.

1. Requests for additions to the agenda pursuant to Article 56 SE Regulation, Section 50 (2) SEAG and Section 122 (2) AktG

Under Article 56 SE Regulation, Section 50 (2) SEAG and Section 122 (2) AktG, shareholders collectively holding at least one twentieth of the share capital or the pro-rata amount of EUR 500,000 (the latter corresponding to 500,000 shares) of the share capital may request that additional items be added to the agenda and made public. Each new item must be accompanied by the pertinent grounds or a resolution proposal. Such requests must be made in writing (within the meaning of Section 122 (2) in conjunction with para. (1) sentence 1 AktG) to the Management Board of the company and must be received by the company at the latest 30 days before the day of the Annual General Meeting; the day of the Annual General Meeting and the day of the receipt by the company are not included.

The latest possible date of receipt is 30 May 2022, 24:00 hrs (Central European Summer Time - CEST). The request might in any case be addressed as follows:

Scout24 SE

Management Board

Bothestr. 13-15

81675 Munich

Germany

This document is a convenience translation of the German original. In case of discrepancy between

1

the English and German version, the German version shall prevail.

In order to avoid delays due to postal delivery times, we ask that you address any requests for additions to the agenda as set out above and additionally send them in advance by e-mail to the e- mail address hauptversammlung@scout24.com.

Any additions to the agenda which require publication and were not published with the notice of convocation will be published in the German Federal Gazette (Bundesanzeiger) as soon as they have been received by the company and will be forwarded to media services which can be expected to publish the information across the entire European Union. Any requests for additions to the agenda which require publication and which are received by the company once the invitation to the Annual General Meeting has been issued will also be made available on the company's website at https://www.scout24.com/en/investor-relations/annual-general-meeting and announced to the shareholders as soon as they have been received by the company in accordance with Section 125 AktG.

The relevant provisions in the SE Regulation, the SE Implementation Act and the Stock Corporation Act underlying this right of shareholders are as follows:

Article 56 SE Regulation

"One or more shareholders who together hold at least 10% of an SE's subscribed capital may request that one or more additional items be put on the agenda of any general meeting.The procedures and time limits applicable to such requests shall be laid down by the national law of the Member State in which the SE's registered office is situated or, failing that, by the SE's statutes.The above proportion may be reduced by the statutes or by the law of the Member State in which the SE's registered office is situated under the same conditions as are applicable to public limited-liability companies."

Section 50 SEAG - Convocation and additions to the agenda at the request of a minority

"(1) The convocation of the general meeting and the preparation of its agenda pursuant to Article 55 of the Regulation may be requested by one or more shareholders who together hold at least 5% of the subscribed capital.

  1. One or more shareholders who together hold at least 5% of an SE's subscribed capital or the pro-rata amount of EUR 500,000 may request that one or more additional items be put on the agenda of any general meeting."

Section 122 AktG - Convocation on request by a minority (extract)

"(1) The general meeting is to be convened if shareholders whose aggregate holdings equal one twentieth of the share capital request such a meeting in writing, stating the purpose and reason for such a meeting; this request is to be addressed to the management board. The articles of association may provide that the right to request a general meeting shall require another form or the holding of a lower proportion of the share capital.Applicants must provide evidence of having held the shares for at least 90 days prior to the date of receipt and of continuing to hold the shares up to the date on which the management board takes a decision relating to the application.Section 121 (7) shall apply mutatis mutandis.

  1. In the same way, shareholders collectively holding at least one twentieth of the capital stock or at least the pro-rata amount of EUR 500,000 in total may request that additional items be added to the agenda and published. Each new item must be accompanied by a statement reasoning or a resolution proposal.The request in the sense of sentence 1 shall be provided

This document is a convenience translation of the German original. In case of discrepancy between

2

the English and German version, the German version shall prevail.

to the company at least 24 days, in case of listed companies at least 30 days, prior to the general meeting; the day of receipt shall not be included in this calculation."

Section 121 AktG - General information (extract)

"(7) When fixing periods and deadlines that are counted backward from the day of the general meeting, the day of the general meeting itself shall not be taken into account.Transferral from a Sunday, Saturday, or a public holiday to a preceding or a subsequent business day is not possible. Sections 187 through 193 of the German Civil Code shall not apply. The articles of association of unlisted companies may provide for another method for calculating periods and deadlines."

2. Counter-motions and nominations pursuant to Section 126 (1) and Section 127 AktG in conjunction with Section 1 (2) sentence 3 and (8) sentence 2 COVID-19 Act

As the Annual General Meeting on 30 June 2022 will be held as a virtual Annual General Meeting and the physical presence of the shareholders is excluded, the shareholders cannot propose any counter- motions at the place of the Annual General Meeting; the company-appointed proxies are also not available for this. The same applies for nominations. Pursuant to Section 1 (2) sentence 3 and (8) sentence 2 COVID-19 Act, however, any motions or nominations by shareholders to be made accessible pursuant to Sections 126 or 127 AktG will be deemed to have been made at the meeting if the shareholder submitting the motion or nomination has been properly legitimated and duly registered for the Annual General Meeting, i.e. if the requirements set out in "Requirements for participation and exercising voting rights" have been fulfilled. This will not affect the right of the chairman of the meeting to have the Annual General Meeting vote on the proposals of the administrative bodies first. Should the proposals of the administrative bodies be adopted with the required majority, the counter-motions or (deviating) nominations will be rendered obsolete in this respect.

The applicable provisions of the COVID-19 Act on the possibility for holding a virtual general meeting are set out below.

Counter-motions within the meaning of Section 126 AktG and nominations within the meaning of Section 127 AktG will be published, together with the shareholder's name, the corresponding grounds (which, however, are not required in the case of nominations at least) and any response by the company's administrative bodies, on the company's website at https://www.scout24.com/en/investor- relations/annual-general-meeting if they are received by the company at least 14 days before the day of the Annual General Meeting, not including the day of the receipt and the day of the Annual General Meeting, and therefore by 15 June 2022, 24:00 hrs (CEST), at the latest and addressed to:

Scout24 SE

Bothestr. 13-15

81675 Munich

Germany

or by fax at the fax number +49 (0)89 1250 4021 263

and all other conditions requiring the company to publish such information under Sections 126 AktG and/or 127 AktG have been met. Any counter-motions and nominations sent to other addresses will not be accepted. Shareholders enjoy a right which corresponds to this duty: the right that their counter-motions and nominations for election must be published. Pursuant to the wording of

This document is a convenience translation of the German original. In case of discrepancy between

3

the English and German version, the German version shall prevail.

Section 126 AktG, the obligation to publish counter-motions not only requires that such counter- motion is received by the company at the aforementioned address in due time, but also that a reason is stated for the counter-motion. If the other requirements for publication have been met, the company will publish a counter-motion even if no reason for the counter-motion has been provided. As regards nominations in the sense of Section 127 AktG, the wording of the law alone allows for no reason to be stated. A duty to publish counter-motions and nominations does not exist, even if the conditions mentioned previously have been fulfilled, if the facts described in Section 126 (2) AktG apply, and in the case of nominations additionally if Section 127 sentence 3 AktG applies.

The provisions in the Stock Corporation Act which form the basis of this right of shareholders, and which also specify the conditions under which counter-motions and nominations do not need to be published is not required, are as follows (extracts):

Section 126 AktG - Motions by shareholders

"(1) Information on shareholders'motions, including the name of the shareholder, the reasons and any response by the company's administrative bodies,shall be given to those entitled pursuant to Section 125 (1) to (3) under the terms stipulated therein, if the shareholder submits to the company, to the address stated in the notice of convocation, his counter-motion to a motion of the management board and the supervisory board on a specific item on the agenda, stating his reasoning, fourteen (14) days before the general meeting at the latest.The date of receipt is not included in this calculation.For listed companies, publication shall be on the company website.Section 125 (3) shall apply mutatis mutandis.

  1. A counter-motion and the reasoning need not be made accessible
    1. if the management board would by reason of giving such information become criminally liable;
    2. if the counter-motion would result in a resolution of the general meeting which would be unlawful or in breach of the articles of association;
    3. if the reasoning contains statements which are evidently false or misleading in major aspects or which are defamatory;
    4. if a counter-motion by the shareholder based on the same facts has already been communicated to a general meeting of the company pursuant to Section 125;
    5. if the same counter-motion by the shareholder on essentially identical grounds has already been communicated pursuant to Section 125 to at least two general meetings of the company within the past five years and at such general meetings less than one- twentieth of the share capital represented voted in favor of such a counter-motion;
    6. if the shareholder indicates that he will neither attend nor be represented at the general meeting; or
    7. if within the past two years at two general meetings the shareholder failed to propose or cause to be proposed on his behalf a counter-motion communicated by him.

The reasoning need not to be made accessible if it exceeds 5,000 characters.

This document is a convenience translation of the German original. In case of discrepancy between

4

the English and German version, the German version shall prevail.

  1. If several shareholders make counter-motions in respect of the same resolution, the management board may combine such counter-motions and their reasoning."

Section 127 AktG - Nominations by shareholders (extract)

"Section 126 shall apply mutatis mutandis to a nomination by a shareholder for election of members of the supervisory board or external auditors. Such a nomination need not be supported by a statement of reasons. Nor does the management board need to make accessible such a nomination if it fails to contain the particulars required by Section 124 (3) sentence 4 and Section 125 (1) sentence 5.…"

Section 124 AktG - Publication of requests for additions;proposals for resolutions (extract)

"(3) … The proposal for the election of members of the supervisory board or auditors shall state their names, professions and places of residence.…"

Section 125 AktG - Communications to shareholders and members of the supervisory board (extract)

"(1) … In the case of listed companies there shall be included with the nominations for election of

supervisory board members information as to their membership of other supervisory boards which are to be formed pursuant to statutory provisions; details of their membership in comparable domestic and foreign supervision authorities of commercial enterprises shall be given."

3. Shareholders' right to ask questions by way of electronic communication

Under Section 131 (1) AktG, any shareholder who makes a corresponding request at the Annual General Meeting must be given information by the Management Board relating to the company's affairs, including its legal and commercial relations with affiliated companies, the financial position of the group and any other companies included in the consolidated financial statements, provided such information is necessary in order to make an informed judgment in respect of an agenda item and the Management Board does not have the right to refuse such information. As the Annual General Meeting on 30 June 2022 will be held as a virtual Annual General Meeting and the physical presence of the shareholders is excluded, the shareholders cannot make a request for information at the place of the Annual General Meeting.

In the case of this virtual Annual General Meeting, the special rule contained in Section 1 (2) sentence 1 no. 3 and sentence 2 in conjunction with (6) sentence 1 and (8) sentence 2 COVID-19 Act will therefore apply. Thus, shareholders must be given the right to ask questions by way of electronic communication. Pursuant to Section 1 (2) sentence 2 in conjunction with (6) sentence 1 and (8) sentence 2 COVID-19 Act, the Management Board will decide at its due and free discretion how to answer questions; it may also stipulate, with the consent of the Supervisory Board, that any questions must be submitted by way of electronic communication one day prior to the meeting at the latest.

In the present case, shareholders may, to the extent that the requirements set out in "Requirements for participation and exercising voting rights" have been fulfilled, submit questions themselves or via proxy. The questions must be submitted by 28 June 2022, 24:00 hrs (CEST), at the latest, via the company's password-protected online service using the system provided for this purpose, which is available on the website at https://www.scout24.com/en/investor-relations/annual-general-meeting. This requirement is based on a decision made by the Management Board with the consent of the Supervisory Board pursuant to Section 1 (2) sentence 2 in conjunction with (6) sentence 1 and

(8) sentence 2 COVID-19 Act. In the present case, the Management Board moreover reserves the right

This document is a convenience translation of the German original. In case of discrepancy between

5

the English and German version, the German version shall prevail.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Scout24 AG published this content on 17 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2022 15:08:05 UTC.