Scout24 : Invitation to the Annual General Meeting on 22 June 2023

Invitation to the Annual General Meeting of Scout24 SE

on 22 June 2023

Annual General Meeting

2023

Would you like to receive the Annual General Meeting documents by email in the future? Register now on the shareholder portal. Information on the Annual General Meeting can be found at:

https://www.scout24.com/en/investor-relations/annual-general-meeting

Annual General Meeting on 22 June 2023

Scout24 SE

Munich

ISIN DE000A12DM80 / WKN A12DM8

Invitation to the Annual General Meeting

We hereby invite our shareholders to this year's

Annual General Meeting,

taking place on 22 June 2023 at 10:00 hrs (CEST)

at Haus der Bayerischen Wirtschaft, Conference Center, Max-Joseph-Str. 5, 80333 Munich, Germany.

Scout24 SE | AGM Invitation	2

Annual General Meeting on 22 June 2023

A.

Agenda

1. Presentation of the adopted annual financial statements of Scout24 SE and the approved consolidated financial statements of the group as per 31 December 2022, the combined management and group management report for Scout24 SE and the Scout24 Group, the explanatory report by the Management Board on the information in accordance with Section 289a and Section 315a of the German Commercial Code* (Handelsgesetzbuch - HGB) and the report of the Supervisory Board for the 2022 financial year
2. • 
     The aforementioned documents will be available as from convocation of the Annual General Meeting and also during the entire Annual General Meeting on the company's website at https://www.scout24.com/en/investor-relations/annual-general-meeting.The same applies for the proposal by the Management Board for the use of the distributable profit (Bilanzgewinn).
     The annual financial statements and the consolidated financial statements prepared by the Management
     Board were approved by the company's Supervisory Board on 16 March 2023 in accordance with Section 172 German Stock Corporation Act (Aktiengesetz - AktG). The annual financial statements have thereby been adopted. Adoption of the annual financial statements or approval of the consolidated financial statements by the Annual General Meeting pursuant to Section 173 (1) AktG is thus not necessary. The other documents mentioned above must also only be made available to the Annual General Meeting, without a corresponding resolution by the Annual General Meeting being required, with the exception of the resolution on the distributable profit.
   • The provisions relevant for stock corporations having their registered office in Germany, in particular the provisions of the German Stock Corporation Act and the German Commercial Code, apply to Scout24 SE on the basis of the reference norms of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE Regulation), unless more specific provisions of the SE Regulation require otherwise.
3. Resolution on the distributable profit of Scout24 SE for the 2022 financial year

The Management Board and the Supervisory Board propose to resolve as follows:

The distributable profit for the 2022 financial year in the amount of € 1,407,605,989.70, as shown in the adopted annual financial statements as per 31 December 2022, shall be distributed as follows:

Distribution of a dividend of € 1.00 per no-par value share with to dividends for the past 2022 financial year and thus of a total amount of € 73,552,186.00.

Total amount of the dividend	=		€ 73,552,186.00
Allocation to other revenue reserves	=	€	1,334,053,803.70
Distributable profit	=	€	1,407,605,989.70

This proposal for the distribution of profits is based on the share capital with dividend rights of € 73,552,186.00, as determined on 16 March 2023 (date of preparation of the annual financial statements), which is divided into 73,552,186 no-par value shares (equalling a dividend of € 1.00 per no-par value share with dividend rights for the past financial year 2022).

Owing to the purchase and, if necessary, also to a sale of treasury shares, the number of shares carrying dividend rights will change by the time the resolution of the Annual General Meeting on the distribution of profits is passed. The Management Board and the Supervisory Board will therefore submit to the Annual General Meeting an amended proposal for the distribution of profits. This will provide for an unchanged

Scout24 SE | AGM Invitation	3

Annual General Meeting on 22 June 2023

dividend of €1.00 per share with dividend rights and correspondingly adjusted total amount of dividend and allocation to other revenue reserves amounts.

3. Resolution on formal approval of the acts (Entlastung) of the members of the Management Board for the 2022 financial year

The Management Board and the Supervisory Board propose to resolve as follows:

Formal approval is granted for the acts of the members of the Management Board holding office during the 2022 financial year with respect to that period.

4. Resolution on formal approval of the acts of the members of the Supervisory Board for the 2022 financial year

The Management Board and the Supervisory Board propose to resolve as follows:

Formal approval is granted for the acts of the members of the Supervisory Board holding office during the 2022 financial year with respect to that period.

5. Resolution on the election of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as the auditor of the annual financial statements and the consolidated financial statements for the financial year 2023 as well as for the potential auditor's review (prüferische Durchsicht) of the condensed financial statements (verkürzter Abschluss) and the interim management report (Zwischenlagebericht) during the financial years 2023 and 2024 and for the potential auditor's review of additional interim financial information for the financial years 2023 and 2024

The Supervisory Board proposes - based on the recommendation of the audit committee - to resolve as follows:

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Munich, is appointed as the auditor of the annual financial statements and consolidated financial statements for the 2023 financial year. PwC is further appointed as the auditor of the potential auditor's review of the condensed financial statements and the interim management report (Sections 115 (5), 117 no. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG)) in the 2023 and 2024 financial years and as the potential auditor's review of interim financial information in the 2023 and 2024 financial years (Section 115 (7) WpHG), in each case until the next Annual General Meeting.

The audit committee declared that its recommendation is made free from any inappropriate influence by third parties and that it was not subject to any restrictions in choice as set out in Article 16 (6) of Regulation (EU) No. 537/2014 of the European Parliament and the Council of 16 April 2014 (EU Audit Regulation).

Information on the outcome of the tender process for the audit of the annual financial statements and consolidated financial statements for the 2023 financial year are available in our 2021 Annual Reporton pages 15 and 16.

6. Resolution on the approval of the remuneration report

The Management Board and the Supervisory Board are required to prepare an annual report on the remuneration granted and owed to each current or former member of the Management Board and the Supervisory Board during the previous financial year (remuneration report pursuant to Section 162 AktG). The auditor is required to audit whether the remuneration report pursuant to Section 162 AktG contains all information prescribed by law, and must issue a relevant audit certificate. According to Section 120a (4)

Scout24 SE | AGM Invitation	4

Annual General Meeting on 22 June 2023

AktG, the audited remuneration report must be submitted to the Annual General Meeting for approval.

The Management Board and the Supervisory Board prepared a remuneration report for the 2022 financial year 2022, which was audited by the auditor pursuant to the requirements of Section 162 (3) AktG. The remuneration report and the auditor's certificate are set out at the end of this agenda under "Annex 1 to the agenda: Remuneration report pursuant to Section 162 AktG and auditor's certificate". The remuneration report is also available together with the auditor's certificate on our website at https://www.scout24.com/en/investor-relations/annual-general-meetingas from convocation of the Annual General Meeting and will also be available there during the Annual General Meeting.

The Management Board and the Supervisory Board propose to resolve as follows:

The remuneration report for the 2022 financial year prepared by the Management Board and the Supervisory Board is approved.

7. Resolution on elections to the Supervisory Board

Pursuant to Article 40 (3) of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE Regulation), Section 17 of the SE Implementation Act (SE Implementation Act, SEAG) in conjunction with Article 9 (1) sentence 1 of the Articles of Association of the company, the Supervisory Board of the company is composed of six members elected by the Annual General Meeting.

Mr Christoph Brand and Mr Peter Schwarzenbauer have resigned from their offices as members of the Supervisory Board with effect from the Annual General Meeting being held on 22 June 2023. This was also done for reasons including the further promotion of women's participation on the Supervisory Board.

Because two Supervisory Board members are leaving the Supervisory Board, two new members are to be elected to the Supervisory Board by the general meeting.

The Supervisory Board proposes, based on the recommendation of its Executive Committee, which also performs the duties of the Nomination Committee, that the candidates named below under a and b each be elected as members of the Supervisory Board of the company with effect from the end of the Annual General Meeting on 22 June 2023:

1. Ms. Maya Miteva, Berlin, Germany, CEO, Deutsche Real Estate Aktiengesellschaft (listed);

Information pursuant to Section 125 (1) sentence 5 AktG relating to the Supervisory Board candidate proposed by the Supervisory Board:

1. Memberships in supervisory boards required by law: None
2. Memberships in comparable domestic or foreign supervisory bodies of business enterprises: Member of the advisory board of High Rise Ventures GmbH

1. Ms. Sohaila Ouffata, Munich, Germany, Managing Director, BMW i Ventures GmbH & Director of Platform, BMW i Ventures (not listed);

Scout24 SE | AGM Invitation	5