RAS Beteiligungs GmbH
Bidders connected to XXXLutz Group secure 80.94% of home24 shares

Bidders connected to XXXLutz Group secure 80.94% of home24 shares

• Entities connected to XXXLutz have already secured a stake of around 80.94% in the current share capital of home24 – including shares from capital increase, share purchases and other instruments
• 19,315,319 shares tendered within the acceptance period, which ended on 9 December
• Further acceptance period commences on 15 December and ends on 28 December
• Management Board and Supervisory Board of home24 have recommended acceptance of the Offer
• XXXLutz intends to delist the home24 shares after completion of the Offer

Wels, 14 December 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group (“XXXLutz”) today announced the result of their voluntary public takeover offer (the “Offer”) to the shareholders of home24 SE (“home24” or the “Company”). A total of 19,315,319 shares were tendered within the acceptance period that ended on 9 December 2022. Based on an increased total share capital of the Company of 33,578,132 shares as of this record date due to the issuance of 2,168 shares from contingent capital, this represents a stake of 57.52% in the share capital and voting rights of home24. Together with the shares from the capital increase announced on 5 October 2022, subscribed by entities connected to XXXLutz and already implemented, as well as share purchases and other instruments, XXXLutz has secured a stake of approximately 80.94% in the current share capital of home24.

The remaining home24 shareholders will now have a time-limited additional opportunity to accept the Offer. In accordance with the German Securities Acquisition and Takeover Act (WpÜG), shareholders who have not yet tendered their shares can accept the Offer by tendering their home24 shares during the additional acceptance period at the attractive offer price of EUR 7.50 in cash per share. The additional acceptance period begins on 15 December 2022 and ends on 28 December 2022 at midnight (CET). The offer will expire at the end of the additional acceptance period. XXXLutz intends to delist the home24 shares after completion of the offer.

In their reasoned statement pursuant to Section 27 WpÜG, the Management Board and the Supervisory Board of home24 have recommended that the shareholders of the Company accept the Offer. Both boards have particularly highlighted the financial attractiveness of the Offer. Completion of the Offer remains subject to customary antitrust approvals.

The Offer is made on and subject to the terms and conditions set out in the offer document. The offer document is available online in German and as a non-binding English translation along with other information related to the Offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at tender-offer@unicredit.de).

About XXXLutz

XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.

About home24

home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).

Media spokesperson on the subject of the transaction:

FTI Consulting Germany

Thomas M. Krammer

Tel.: +49 170 282 7848

Email: thomas.krammer@fticonsulting.com

Spokesperson for trade media:

XXXLutz Group

Mag. Thomas Saliger

Company Spokesman of the XXXLutz Group

Römerstrasse 39, 4600 Wels

Email: sal@lutz.at

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer are set out in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and shareholders of the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer.

The Offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer shall be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.