Scout24 : Corporate Governance Report 2023

Corporate Governance Report 2023

Excerpt from the Annual Report

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Corporate governance

Consolidated financial statements

Notes to the consolidated financial statements

Other statements

Corporate governance declaration

Listed stock corporations must submit and publish an annual corporate governance declaration; Group parent companies must also do so for the Group. The corporate governance declaration combines the Corporate Governance Statement of Scout24 SE pursuant to Section 289f HGB and the Group Corporate Governance Statement pursuant to Section 315d HGB. The actions taken by Scout24 SE's Management Board and Supervisory Board are determined by the principles of responsible and good corporate governance. The corporate governance declaration comprises the declaration of compliance, relevant information on corporate governance practice, a description of the Management Board's and Supervisory Board's operating procedures as well as the composition of their committees.

Declaration of compliance with the German Corporate Governance Code issued by the Management Board and the Supervisory Board of Scout24 SE

The following }declaration of compliance was issued in December 2023:

Pursuant to Section 161 Paragraph 1 Sentence 1 German Stock Corporation Act (AktG), the Management Board and the Supervisory Board of Scout24 SE have to issue annually a declaration that Scout24 SE has been, and is, in compliance with the recommendations of the 'Government Commission on the German Corporate Governance Code' (hereinafter 'GCGC') as published by the German Federal Ministry of Justice in the official section of the German Federal Gazette ('Bundesanzeiger'), or to advise of any recommendations that have not been, or are not being, applied and the reasons for this.

The annual declaration was last issued in December 2022.

Pursuant to Section 161 AktG, the Management Board and the Supervisory Board of Scout24 SE hereby declare as follows:

1. Since the issuance of the last Declaration of Conformity in December 2022 until the publication of the Declaration of Conformity in December 2023, Scout24 SE has fully complied with all recommendations of the GCGC as of 28 April 2022 ('GCGC 2022'), with the exception of the following deviation:
   Clause C.4: maximum number of supervisory board mandates
   According to C.4, a supervisory board member, who is not a member of the management board of a listed company, shall not hold more than five supervisory board mandates at non-Group listed companies or comparable functions, whereby one supervisory board chairmanship counts double.
   The Chairman of the Supervisory Board, Dr Hans-Holger Albrecht, held a total of four such non- Group positions at listed companies following the initial public offering (IPO) of Deezer S.A. Two of these positions count double as chairmanship, so that mathematically six mandates were given. The mandate at Veon Ltd. ended on 5 July 2023, so that only a transitional period was affected. Also for this transitional period, the Supervisory Board was convinced that the additional mandate of Dr Hans-Holger Albrecht would not affect the proper fulfilment of his duties as Chairman of the Supervisory Board. In particular, the Supervisory Board had assured itself that Dr Hans-Holger Albrecht had sufficient time to fulfil his duties.
   Since the resignation of the supervisory board mandate at Veon Ltd., there has been no deviation from the maximum number of supervisory board mandates in accordance with Clause C.4
2. In the future, Scout24 SE will fully comply with all recommendations of the GCGC 2022 as of 28 April 2022 ('GCGC 2022').

Munich, December 2023

Scout24 SE

The Management Board

The Supervisory Board

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Relevant information on corporate governance practice

The purpose of the Company is to acquire, hold, manage and sell interests in entities - in Germany and other countries - of any legal form, which are active in the field of online/internet services and/or render services online and/or offline in the real estate sector, in particular for the brokerage or management of real estate or connected or related business purposes, as well as to take all measures related to the activities of a holding company with group management functions, especially rendering management and other advisory services for consideration for affiliated entities, and to operate activities in the aforementioned regions in Germany and other countries.

The Company complies with all legal corporate governance requirements as well as with the recommendations of the German Corporate Governance Code, with the exception indicated and explained in the declaration. A dedicated code of conduct provides employees with a reliable framework for acting responsibly that satisfies legal requirements and reflects the Company's own ethical and social values. The goal is to avoid any damage or loss as a result of misconduct on the part of Scout24 or individual employees. The Code of Conduct can be downloaded at any time from the Company's website at }www.scout24.com/ en/investor-relations/corporate-governance.

The protection of privacy and the security of data processing and, consequently, the trust of users, customers and employees are issues that are important to the Scout24 Group. A data protection code of conduct sets out the guiding principles of entrepreneurial action in terms of data protection, transparency, necessity of the processed data and data minimisation.

Description of operating procedures of the Management Board and the Supervisory Board as well as composition and operating procedures of Supervisory Board committees

Scout24 SE is a European Company (Societas Europaea, SE), a legal form for stock corporations in the European Union and in the European Economic Area, and is therefore subject, among other things, to the provisions on the Statute for a European Company (SE) of 8 October 2001 (SE Regulation), the Act on the Implementation of the EC Regulation on the Statute for a European Company ('Gesetz zur Ausführung der EG Verordnung über das Statut der Europäischen Gesellschaft', SEAG) and the Act on the Involvement of Employees in a European Company ('SE-Beteiligungsgesetz', SEBG), as well as the provisions of the German Stock Corporation Act. The Company has a dual management and control structure consisting of a separate Management Board and Supervisory Board. The Management Board and the Supervisory Board work closely together for the benefit of the Company. The Articles of Association of Scout24 SE are available on the website at }www.scout24.com/en/investor-relations/corporate-governance/articles-of-association.

The Supervisory Board regularly advises the Management Board of Scout24 SE and accompanies and monitors its activities. The Management Board involves the Supervisory Board in good time in all decisions of fundamental importance for the Company. In particular, the Management Board liaises with the Supervisory Board on corporate strategy and discusses the current state of strategy implementation with it at regular intervals. The common goal of the Management Board and the Supervisory Board is to ensure the Company's continued successful and sustainable growth.

Management Board's operating procedures

The Management Board conducts the Company's business affairs in accordance with the law, the Articles of Association and the rules of procedure for the Management Board and the Supervisory Board. It must observe in particular the restrictions of management authority imposed by the Articles of Association or the rules of procedure for the Management Board and the Supervisory Board. It provides regular, timely and comprehensive information in detailed oral and written reports to the Supervisory Board on all issues of relevance to the Company regarding strategy, planning, profitability and liquidity, business development, risk position, risk management, sustainability,and compliance. The Management Board prepares the separate financial statements and the consolidated financial statements. In the 2023 financial year, the Company continued to focus more intensely on environmental and social sustainability. The Management Board has established an internal control system and risk management system that is appropriate and effective in view of the scope of the Company's business activities and its risk situation, and that additionally

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covers sustainability-related aspects. The Management Board also ensures the systematic identification and assessment of the Company's risks and opportunities associated with social and environmental factors as well as the environmental and social impacts of the Company's activities. Environmental and social objectives are given appropriate consideration in the corporate strategy. Aside from the financial objectives, corporate planning likewise also includes sustainability-related goals.

Pursuant to Article 6 (1) of the Articles of Association, the Management Board has at least two members. In all other respects, the number of members of the Management Board is determined by the Supervisory Board. Members of the Management Board are appointed for a period not exceeding five years. Reappointments are permitted. The Supervisory Board appoints and dismisses members of the Management Board and determines the allocation of their responsibilities. It can also appoint a Chair (CEO) and a Deputy Chair of the Management Board and also appoint deputy members of the Management Board.

COMPOSITION OF THE MANAGEMENT BOARD

Name

Tobias Hartmann

Dr Dirk Schmelzer

Ralf Weitz

Dr Thomas Schroeter

Function

Chief Executive Officer

Chief Financial Officer

Chief Product & Technology Officer

Chief Product Officer

Member of the Management Board of the SE after change of legal form since

15 October 2021, last appointed on 8 July 2021 (member of AG's Management Board since 19 November 2018)

15 October 2021, last appointed on 1 October

2021 (member of AG's Management Board since 18 June 2019)

15 October 2021, last appointed on 20 July

2021 (member of AG's Management Board since 6 December 2018)

15 October 2021, last appointed on 28 July

2021 (member of AG's Management Board since 6 December 2018)

End of term of office

31 December 2025

30 June 2026

31 December 2025

At the end of 27 January 2023, following resignation by mutual agreement (originally appointed until 31 December 2025)

Members of the Management Board are each responsible for managing the portfolio allocated to them, always considering the Company's overall benefit and interests. The allocation of responsibilities to individual members of the Management Board is based on the table of duties prepared with the approval of the Supervisory Board and that may be amended from time to time with its approval.

Dr Thomas Schroeter resigned from his position as member of the Management Board of Scout SE by mutual agreement with effect from the end of 27 January 2023. In his new role as Chief Product & Technology Officer, Ralf Weitz took over Dr Thomas Schroeter's remit on the Management Board of Scout24 SE upon the latter's departure.

The table of duties provides for the following allocation of responsibilities:

Tobias Hartmann		Dr Dirk Schmelzer		Ralf Weitz
Chief Executive Officer (CEO)		Chief Financial Officer (CFO)		Chief Product & Technology Officer (CPTO)
•	Strategy and business development		•	Finance and accounting		•	Product strategy
•	Mergers and acquisitions		•	Controlling		•	Data, technology, security
•	Pricing strategy and sales		•	Risk management		•	Brand management, performance marketing
•	Corporate communications		•	Investor relations, treasury		•	Consumer research, customer satisfaction
•	Human resources, culture and		•	Tax			(CSAT)
	sustainability		•	Procurement		•	Transaction strategy
•	Legal and compliance; internal audit					•	Business development of the transaction
							business

The Articles of Association contain provisions on the power of representation of the Management Board, the management team and the passing of resolutions. The Management Board has rules of procedure. These rules of procedure were adopted by the Supervisory Board in the context of the change of legal form to an SE at the constituent meeting on 8 July 2021 and were amended in the 2022 financial year. Specifically, they govern the operating procedures of the Management Board and the allocation of responsibilities between members of the Management Board as well as their cooperation with the Supervisory Board. They

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also include a catalogue of those measures and transactions that require approval by the Supervisory Board.

Disclosures on Management Board meetings

Management Board meetings are held when required, and as a general rule, at least once every two weeks. Meetings must be held when so required by the interests of the Company. Management Board resolutions are adopted with a simple majority of the votes cast, unless a different majority is required by law. If the Management Board comprises more than two members, the vote cast by the Chair counts twice in the event of a tied vote.

The Management Board of Scout24 SE has not formed any committees.

Supervisory Board's operating procedures

The Supervisory Board has all duties and rights assigned or allocated to it by law, the Articles of Association or otherwise. In particular, these include monitoring the management, appointing and dismissing members of the Management Board and amending, rescinding and terminating employment contracts with members of the Management Board. The Supervisory Board regularly advises the Management Board on the management of the Company. The Supervisory Board is involved in good time in all decisions of fundamental importance for the Company. The Supervisory Board has issued its own rules of procedure. They govern, among other things, the operating procedures and the way resolutions are adopted by the Supervisory Board and also lay down the duties of the committees established by the Supervisory Board: the Audit Committee, the Executive Committee and the Remuneration Committee. The Supervisory Board has made provisions for the committees' rules of procedure in accordance with Article 8 of the new rules of procedure for the Supervisory Board adopted by resolution of the Supervisory Board on 8 July 2021, and last amended in November 2022. Also, by resolution of 8 July 2021, the Audit Committee was prescribed by the Supervisory Board new rules of procedure, which were last amended in March 2022. The rules of procedure of the Supervisory Board are publicly available on the Company's website at }www.scout24.com/ en/investor-relations/corporate-governance. The Executive Committee also performs the tasks of a Nomination Committee and, in this capacity, nominates suitable candidates for the Supervisory Board for its proposals to the Annual General Meeting when electing members of the Supervisory Board. In doing so, it must consider statutory requirements, the Articles of Association, the German Corporate Governance Code, the profile of skills and expertise of the Supervisory Board and said rules of procedure.

The Supervisory Board must hold two ordinary meetings in each half of a calendar year. The rules of procedure for the Audit Committee that came into force in July 2021, as last amended in March 2022, provide for the Audit Committee to regularly hold one meeting each quarter of a calendar year. The Supervisory Board convened for six meetings in the 2023 financial year and passed further written resolutions by circularisation. The Executive Committee met four times in the 2023 financial year. The Audit Committee likewise held four meetings. The Remuneration Committee also met four times in 2023.

At the request of the Chair of the Supervisory Board, the Management Board attends all scheduled meetings of the Supervisory Board with respect to specific agenda items, submits written and oral reports on individual agenda items and draft resolutions, and answers questions raised by individual members of the Supervisory Board. Unless the Supervisory Board or a committee requests its attendance, the Management Board does not attend meetings of the Supervisory Board, particularly if the auditor is summoned as an expert. Between such meetings, the Management Board provides all members of the Supervisory Board in particular with detailed quarterly reports on the Company's situation. Furthermore, the Chair of the Supervisory Board and the Chairs of the various committees are kept informed by the Management Board in telephone calls and meetings about key developments and forthcoming major decisions.

As a general rule, Supervisory Board resolutions are adopted at meetings attended by its members in person. Members of the Supervisory Board attending by video or telephone link are deemed present and may also cast their votes this way. In addition to face-to-face meetings, resolutions may be adopted in text form, by telephone or in comparable ways of adopting resolutions, provided that the Chair of the Supervisory Board or - in their absence - the Deputy Chair stipulates this procedure for the individual case in question. In particular, resolutions may also be adopted by way of video or telephone conference or by

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way of a combination of the aforementioned possibilities (combined resolutions). The Supervisory Board has a quorum when all of its members have been invited at the addresses most recently known for them and at least half of its total number of members, but no fewer than three members, participate in the adoption of any resolution. In this respect, a member of the Supervisory Board is also deemed to have attended the Supervisory Board meeting when he or she abstains from voting. Unless a different majority is required by law, Supervisory Board resolutions are adopted with a simple majority of the votes cast. This also applies to elections. Abstentions are not counted when determining the results of voting. Each member of the Supervisory Board must disclose to the Supervisory Board any conflicts of interest, in particular those that may arise as a result of a consultancy or directorship function with customers, suppliers, lenders or other third parties. In the event of conflicts of interest that are material and not merely temporary, the respective member of the Supervisory Board must resign from their position. In its report to the Annual General Meeting, the Supervisory Board provides information about any conflicts of interest and the way they were dealt with. No such conflicts of interest arose in the reporting period.

The Supervisory Board (and its committees) regularly review how effectively the Supervisory Board as a whole and its committees perform their duties. This review is conducted internally and also, in individual cases, with the involvement of external advisors. The Supervisory Board last conducted a comprehensive efficiency review with the assistance of an external service provider in the 2023 financial year. The findings of the review confirm that cooperation within the Supervisory Board and with the Management Board is professional, constructive and trust-based, and that meetings are efficiently organised and conducted based on an appropriate level of information. No fundamental need for change was identified other than increasing diversity in the medium term. Individual suggestions will be taken up and implemented during the year.

Composition of the Supervisory Board

According to Article 9 (1) of the Articles of Association, the Supervisory Board of Scout24 SE has six members, all of whom are to be elected exclusively by the Annual General Meeting. Where the Annual General Meeting does not stipulate shorter terms in office upon the election of individual members or of the Supervisory Board as a whole, members of the Supervisory Board are appointed for a term lasting until the end of the Annual General Meeting that decides on their exoneration for the fourth financial year after the beginning of the term of office but for no longer than six years. The year in which the term of office begins is not counted. Reappointments are permitted.

As regards the composition of the Supervisory Board in the 2023 financial year and the composition of its committees, we refer to the disclosures in the }Report of the Supervisory Board.

Scout24 SE pursues a Group-wide strategy of promoting diversity. Three women are currently appointed to the Supervisory Board. In addition, the experience, background and profiles of the Supervisory Board members are characterised by a diversity that brings different perspectives to the Supervisory Board.

Pursuant to Recommendation C.6 Subsection 1 Half-sentence 1 of the German Corporate Governance Code, the Supervisory Board of Scout24 SE should include what it considers to be an appropriate number of independent members. In the opinion of the Supervisory Board, all members of the Supervisory Board are independent within the meaning of the German Corporate Governance Code.

Supervisory Board committees

To perform its tasks efficiently, the Supervisory Board currently has a total of three committees: an Executive Committee, an Audit Committee and a Remuneration Committee.

These committees prepare the resolutions for the Supervisory Board as well as agenda items that are to be dealt with in the full meeting of the Supervisory Board. Furthermore, the Supervisory Board has delegated decision-making powers to its committees, where legally permissible. The Chairs of the various committees report to the Supervisory Board on the respective committee's work at the subsequent Supervisory Board meeting.

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For details of the operating procedure and composition of the Supervisory Board and its committees, also see the }Report of the Supervisory Board.

Executive Committee

The Executive Committee prepares the meetings of the Supervisory Board and deals with the strategic M&A activities of the Scout24 Group. The Executive Committee is responsible in particular for preparing the decisions of the Supervisory Board with respect to corporate governance and advising the Management Board on strategy and M&A issues. This also includes advice on the sustainability strategy and on material sustainability issues. The Executive Committee also performs the tasks of the Nomination Committee and nominates suitable candidates for the Supervisory Board for its proposals to the Annual General Meeting when electing members of the Supervisory Board.

The Executive Committee is chaired by Dr Hans-Holger Albrecht. Aside from the Chair of the Executive Board, the other members of the Executive Committee in the 2023 financial year were the Supervisory Board members Peter Schwarzenbauer (up to the end of the 2023 Annual General Meeting) and Frank H. Lutz. André Schwämmlein has been a member of the Executive Committee since 22 June 2023, following the Annual General Meeting.

Audit Committee

The Audit Committee addresses in particular the monitoring of financial reporting and the financial reporting process, the audit of the financial statements, sustainability reporting and its audit and assurance, the appropriateness and effectiveness of the internal control system (including sustainability-related aspects), the risk management system, the internal audit system and compliance.

The Audit Committee submits to the Supervisory Board a reasoned recommendation for the appointment of the independent auditor. It monitors the auditor's independence and concerns itself with the additional services rendered by the auditor, the issuance of the audit engagement, the determination of the key audit areas and the agreement of fees.

In addition to the Chairman Frank H. Lutz, the following Supervisory Board members, Dr. Hans-Holger Albrecht and André Schwämmlein until the end of the 2023 Annual General Meeting, were members of the Audit Committee. Following the Annual General Meeting, Maya Miteva was elected as a new member of the Audit Committee.

Under the German Stock Corporation Act (Articles 107 (4) and 100 (5) 'Aktiengesetz', AktG), when new appointments are made to the Audit Committee after 1 July 2021, it must comprise at least two financial experts. At least one member must have expertise in the field of accounting, and at least one other member must have expertise in the field of auditing financial statements.

These requirements have been met, as Frank H. Lutz and Dr. Hans-Holger Albrecht, the Chairman and another member of the Audit Committee, in particular, have proven specialist knowledge in the areas of accounting and auditing, including sustainability reporting and its audit. Frank H. Lutz was one of the leading CFOs in Germany with more than 20 years of international experience. Starting in investment banking at Goldman Sachs and Deutsche Bank, through positions as CFO at MAN, Aldi Süd and Covestro, and since 2018 as Chairman of the Audit Committee of Bilfinger SE and Chairman of the Audit Committee of Scout24, he has acquired extensive knowledge and experience in the application of accounting principles and internal control and risk management systems as well as in the auditing of financial statements. In particular, as Chairman of the Audit Committee of Bilfinger SE and in addition to his work as Chariman of the Audit Committee of Scout24 SE, Frank H. Lutz has also acquired special knowledge and experience in sustainability reporting and its auditing. Dr. Hans-Holger Albrecht has special knowledge and experience in auditing, in particular through his previous 17 years as CEO of the listed companies Modern Times Group AB (Sweden), Millicom S.A. (Luxembourg) and Deezer S.A. (France) and, in addition to his work at Scout24, as a member of the supervisory committees of various companies. Frank H. Lutz and Dr. Hans-Holger Albrecht continuously monitor and support current developments in the areas of accounting and auditing, in particular sustainability reporting and its audit, and contribute their expertise to their work on Scout24's Audit Committee.

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Remuneration Committee

The Remuneration Committee deals, among other matters, with the compensation of members of the Management Board, the appointment and dismissal of members of the Management Board as well as with the intended appointment and revocation of the appointment of a Chair of the Management Board, and the preparation of proposals on the conclusion, amendment and termination of employment, pension and severance agreements with members of the Management Board.

The Chair of the Remuneration Committee is Dr Elke Frank. Other members until the end of the 2023 Annual General Meeting were Peter Schwarzenbauer and Christoph Brand. Dr Hans-Holger Albrecht and Sohaila Ouffata have been members of the Remuneration Committee since 22 June 2023.

For information about the operating procedures of the Management Board and the Supervisory Board and its committees in the financial year, also see the }Report of the Supervisory Board in Scout24 SE's annual report.

Information about fostering participation by women in management positions pursuant to Articles 76 (4) and 111 (5) AktG; diversity concept and succession planning

In compliance with the age limit set by the Supervisory Board in its rules of procedure, only persons who are not older than 65 years of age should as a rule be proposed for election as members of the Supervisory Board.

Diversity concept of the Supervisory Board (Article 289f HGB)

Sufficient diversity is to be ensured in the Supervisory Board's composition. The diversity concept is implemented when electing members of the Supervisory Board and subsequently appointing candidates to the Supervisory Board.

In addition to an appropriate consideration of women, the concept refers to diversity with regard to cultural backgrounds as well as differences in educational and professional backgrounds, experience and ways of thinking. Furthermore, the composition of the Supervisory Board takes into account the particular international experience of members. When considering potential candidates for subsequent election or for a new appointment to Supervisory Board positions that become vacant, the aspect of diversity should be given appropriate consideration at an early stage in the selection process.

The Supervisory Board has set itself the goal of giving appropriate consideration to women in the composition of the Supervisory Board and the Management Board. By resolution dated 28 November 2023, the Supervisory Board set itself the goal of giving appropriate consideration to women and men in its composition. The Supervisory Board should include at least two members of each gender, with an implementation deadline of 31 December 2024. This target has already been implemented.

Also, by resolution dated 28 November 2023, the Supervisory Board set itself the goal, with respect to the percentage of women on the Management Board of Scout24 SE, of achieving a target of at least 25% representation for each gender, to be implemented by 31 December 2024. This percentage has not yet been reached.

For the first management level below the Management Board, the Management Board of Scout24 SE has set a target of 30% for the percentage of women, with an implementation deadline of 30 June 2025. The evaluation of the proportion of women is based on the Company's actual hierarchy and the reporting lines of Scout24 SE's Management Board. As of 31 December 2023, the percentage of women at the first management level below the Management Board stood at 21%, thus falling short of the target value. For the second management level below the Management Board, the Management Board of Scout24 SE has set a target of 30% for the percentage of women, with an implementation deadline of 30 June 2025. As of 31 December 2023, the percentage of women stood at 45%, thus very comfortably reaching the target.

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Diversity concept for the Management Board (Recommendation B.1 GCGC) and long-term succession planning

When selecting members of the Management Board, the Supervisory Board considers their personal suitability, integrity, persuasive leadership qualities, international experience, professional qualifications for the position, track record, knowledge of the Company and ability to adapt to changing processes. Diversity is an important selection criterion when filling Management Board positions, also with regard to aspects such as age, gender as well as educational and professional background. Diversity criteria are weighted depending on the Management Board remit in question as well as the corresponding tasks. In the composition of the Management Board, attention should be paid to an appropriate level of internationality, in the sense of international experience.

The Management Board as a whole should have experience in the business areas of relevance to Scout24 SE. The diversity concept for the Management Board is implemented in connection with the procedure for appointing members to the Management Board and is also reflected in succession planning.

The members of the Management Board cover a broad spectrum of knowledge and experience as well as education and professional backgrounds and have international experience. As a whole, the Management Board possesses all the knowledge and experience deemed material in view of the Company's activities.

When filling management positions in the Company, the Management Board pays attention to diversity and strives in particular for an appropriate consideration of women and internationality. To this end, the Management Board is supported by the People, Organisation & Culture department. Measures are being taken to support women more systematically. Managers bear a special responsibility for the topic of diversity, equity and inclusion (DEI) in the Company. The aim is to train managers so that they can contribute to this aspect.

Long-term succession planning for the Management Board

Together with the Management Board, the Supervisory Board is responsible for long-term succession planning for the Management Board. Long-term succession planning takes into account the requirements of the German Stock Corporation Act and the GCGC, the skills and expertise required for the board remit in question as well as diversity criteria.

Age limit for members of the Management Board

In general, the standard age limit for members of the Management Board is 67.

Corporate governance at Scout24 SE

The Management Board and the Supervisory Board of Scout24 SE see good corporate governance as involving responsible business management aimed at ensuring sustainable value creation. In particular, the trust placed in the Company by its investors, business partners and employees as well as by the general public should be maintained. Furthermore, Scout24 attaches great importance to the Management Board and the Supervisory Board working efficiently as well as to good cooperation both between these two boards and also with the Company's employees. In this respect, open and transparent corporate communication also plays an important role.

The corporate structure is designed to promote responsible, transparent and efficient management and oversight of the Company. The Company therefore also identifies with the principles set out in the German Corporate Governance Code. The Management Board and the Supervisory Board as well as the other management levels and employees have an obligation to comply with these principles of responsible corporate governance. The Management Board is responsible for ensuring compliance with corporate governance principles at the Company.

The Company has central risk management and compliance functions that are responsible for ensuring and continuously refining the Group-wide compliance management system (CMS) as well as the risk management system (RMS), among other matters.

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Risk and opportunities management

Dealing responsibly with risks and opportunities is a central task of the Management Board, executives and all employees, and is also an expression of good corporate governance. The aim is to identify risks at an early stage, limit them and take advantage of any opportunities that may arise. The internal control system includes processes and systems for processing sustainability-related data.

Compliance

To implement the values, principles and rules of responsible corporate governance in its daily activities, Scout24 SE has established conduct rules that specify and supplement the legal provisions and apply to all employees of the Scout24 Group. The relevant regulations include the Code of Conduct, the Data Protection Code of Conduct and other processes relevant for compliance purposes (e.g. e-learning, training, assessment of compliance risk, compliance talks, a whistle-blower hotline and compliance reports). In addition, there are Group-wide employee guidelines that explain in detail how employees can be sure that they are conducting themselves in an appropriate manner. Scout24's compliance management system (CMS) mainly comprises the following areas: compliance culture, compliance objectives and tasks, compliance organisation, compliance risks, compliance programmes as well as monitoring and refinement of compliance. All employees of the Scout24 Group receive regular training and information about individual topics, both centrally and as needed. Their respective attendance is monitored centrally.

The Compliance function serves as the central point of contact for all stakeholders, especially for employees and members of corporate bodies as well as customers and third parties.

The Compliance function offers support and advice in all compliance-related matters, including any form of harassment or discrimination (where appropriate, in cooperation with the HR department and the Sustainability & DEI team), and in anti-fraud and anti-corruption measures, and also acts as an unbiased point of contact for complaints and recommendations as well as for any reports of infringements of laws or internal company policies.

Executives at Group entities are additionally required to forward compliance-related information to all employees within their areas of responsibility and to ensure that compliance rules are observed. In addition to regular training sessions, this process is supported by information material and ad hoc training sessions in response to current topics and requirements.

A whole series of measures intended to ensure employee conduct in compliance with the law at all times has been implemented in CMS. These include in particular the establishment of a whistle-blower system (hotline), also accessible to third parties, which also offers the possibility of providing anonymous tip-offs concerning potential compliance-related infringements. In the reporting year, the whistle-blower system was adapted to the new requirements of the relevant national whistle-blower protection laws (transposing EU Directive 2019/1937). With this in mind, Scout24 SE has set up a central reporting office for whistle-blowers, including those of the subsidiaries, in the Compliance department. With regard to employees using the whistle-blower system, Scout24 has additionally adopted a clear non-retaliation policy for those who come forward as whistle-blowers. This means that employees who report information need not fear any negative consequences, including in cases in which it is not possible to find sufficient evidence to support the concerns voiced. This applies to all reports concerning potential infringements of laws and/ or rules, and not only for those received via the hotline. However, the compliance hotline can additionally be used for posing questions and obtaining guidance concerning compliance topics, and especially for those relating to the Code of Conduct.

The Group-wide CMS is subject to a continuous improvement process involving regular reviews of the compliance system (including established processes, procedures and documentation) and the Group's business practices. Where necessary, corresponding improvements are adopted following a review.

Declaration of compliance

The most recent }declaration of compliance with the German Corporate Governance Code pursuant to

Article 161 AktG was issued by the Management Board and the Supervisory Board in December 2023.

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