EQS-WpÜG: Tender Offer / Target company: home24 SE; Bidder: RAS Beteiligungs GmbH / LSW GmbH / SGW-Immo-GmbH

Announcement of the decision to make a
public delisting offer (öffentliches Delisting-Erwerbsangebot)
pursuant to Section 10 paras. 1 and 3 German Securities Acquisition and Takeover Act
(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) in connection with Section 39 para. 1 of the German Stock Exchange Act (Börsengesetz – BörsG)

Bidder:

RAS Beteiligungs GmbH
Kelsenstraße 9
A-1030 Vienna
Austria
registered with the corporate register (Firmenbuch) of the Republic of Austria under FV 94005 v

LSW GmbH
Römerstraße 39
A-4600 Wels
Austria
registered with the corporate register (Firmenbuch) of the Republic of Austria under FN 272503 s

SGW-Immo-GmbH
Römerstraße 39
A-4600 Wels
Austria

registered with the corporate register (Firmenbuch) of the Republic of Austria under FN 464343 h

Company:

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

Today, on 28. June 2023, RAS Beteiligungs GmbH, a majority-owned subsidiary of Austrian XXXLutz KG (the "Bidder 1"), LSW GmbH, a fully-owned subsidiary of Austrian LSW Privatstiftung (the "Bidder 2") and SGW-Immo-GmbH, a fully-owned subsidiary of Austrian WSF Privatstiftung (the "Bidder 3", and jointly with Bidder 1 and Bidder 2 the "Bidders") announced their decision to make a delisting offer (öffentliches Delisting Erwerbsangebot) to the shareholders of home24 SE (the "Company") for the acquisition of all non‑par value bearer shares in the Company (ISIN DE000A14KEB5), not directly held by the Bidders, including all ancillary rights existing at the time of consummation of the delisting offer, in particular including the dividend subscription right, 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 at an amount which corresponds to the statutory minimum offer price (the "Delisting Offer"). The Bidders assume that the statutory minimum offer price will amount to EUR 7.50 per home24 Share due to relevant acquisitions of home24 Shares by the Bidders within a six-months period prior to this publication.

Today, the Bidders, together with XXXLutz KG, entered into a delisting agreement with the Company regarding the principal terms and conditions of the Delisting Offer as well as the mutual intentions and understandings with regard to their continued collaboration. The Bidders and the Company have, subject to customary conditions, agreed that the Company will apply for the revocation of the admission to trading of the home24 Shares on the regulated market (regulierter Markt) prior to the expiration of the acceptance period of the Delisting Offer.

The Bidders form a so-called bidder consortium (Bietergemeinschaft) within the meaning of Section 2 para. 4 WpÜG, whereat under the Delisting Offer each party is a bidder within the meaning of the WpÜG and has to comply independently with statutory obligations applicable to it.

The offer document for the Delisting Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Delisting 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 Delisting Offer itself as well as its terms and conditions and further provisions concerning the Delisting Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved 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 Delisting Offer upon their availability since they will contain important information.

The Delisting 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 Delisting 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 / Wels, 28. June 2023

RAS Beteiligungs GmbH  LSW GmbH   SGW-Immo-GmbH