RAS Beteiligungs GmbH
Takeover Offer / Target company: home24 SE; Bidder: RAS Beteiligungs GmbH

Announcement of the decision to make a
voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot)
pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG)

Bidder:

RAS Beteiligungs GmbH
Kelsenstraße 9
A-1030 Vienna

Austria

registered with the corporate register (Firmenregister) of the Republic of Austria under FN 94005 v

Target:

home24 SE
Otto-Ostrowski-Straße 3
10249 Berlin Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg, Germany under HRB 196337 B

WKN A14KEB / ISIN DE000A14KEB5

On this 5 October 2022, Austrian RAS Beteiligungs GmbH (the “Bidder“), a direct, majority-owned subsidiary of Austrian XXXLutz KG, decided to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of home 24 SE (the “Company“) for the acquisition of all non‑par value bearer shares in the Company (ISIN DE000A14KEB5), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the “home24 Shares“) against payment of a cash offer price of EUR 7.50 per home24 Share (the “Offer Price“) (the “Offer“). The Offer will only be subject to the condition of merger control clearances, the non-opening of insolvency proceedings relating to the Company and its subsidiary Mobly S.A. as well as the non-implementation of certain capital measures (subject to certain exemptions).

The Bidder has concluded irrevocable undertakings with certain shareholders of the Company, under which such shareholders have committed to accept the Offer for all home24 Shares which are held by them. Overall, such irrevocable undertakings relate to an aggregate of approximately 50 % of the Company’s currently issued share capital and voting rights. The irrevocable undertakings qualify as “instruments” within the meaning of Section 38 German Securities Trading Act (Wertpapierhandelsgesetz, WpHG).

Today, the Bidder entered into a business combination agreement with the Company regarding the principal terms and conditions of the Offer as well as the mutual intentions and understandings with regard to the future collaboration (the “Business Combination Agreement“). In the Business Combination Agreement, the Bidder and the Company additionally agreed that the Company will increase its registered share capital by approximately 10 %, from EUR 30,479,736.00 to EUR 33,526,102.00 through the exercise of its authorized capital, which the Bidder will subscribe for under the exclusion of subscription rights of the other shareholders for a price equaling the Offer Price of EUR 7.50 per home24 Share.

By way irrevocable undertakings with certain major shareholders of the Company, together with home24 Shares that will be issued for the capital increase and share purchases as well as other instruments, the Bidder and its parent XXXLutz KG have secured in total approximately 60 % of the Company’s future share capital.

The offer document for the Offer (in the German language and a non‑binding English translation thereof) – after approval of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and other information relating to the Offer will be published on the internet at www.xxxlutz-offer.com.

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 will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be 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 will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Vienna, 5 October 2022

RAS Beteiligungs GmbH