DGAP-News: Rocket Internet SE decides to conduct a public buyback offer for up to 26.6% of the company's share capital

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Rocket Internet SE decides to conduct a public buyback offer for up to 26.6% of the company's share capital

- General Meeting creates basis for public buyback offer by adopting corresponding resolution with a majority of 97.99%

- General Meeting adopts resolution to redeem up to 27,664,079 treasury shares to be acquired.

- Based on authorization of the general meeting, Rocket Internet decides to conduct a public buyback offer to acquire up to 26.6% of the company's share capital against payment of a consideration of EUR 35.00 per share

- Acceptance period runs from February 9, 2022 through March 10, 2022

Berlin, January 31, 2022 - The extraordinary general meeting of Rocket Internet SE ("Rocket Internet" or the "Company") (ISIN DE000A12UKK6), which took place virtually in Berlin today, passed a resolution under agenda item 1, as proposed by the management board and the supervisory board, on a capital reduction by cancellation of up to 27,664,079 treasury shares to be acquired. The shareholders of the Company have thus created the basis for the execution of a public buyback offer. The resolution on the capital reduction by cancellation of up to 27,664,079 treasury shares to be acquired was adopted with a majority of 97.99%.

Following the general meeting, the Management Board, with the consent of the Supervisory Board, resolved to launch a public buyback offer for up to 27,664,079 shares of the Company ("Rocket Internet Shares") ("Buyback Offer") based on the authorization of the general meeting. The consideration offered under the Buyback Offer amounts to EUR 35.00 per Rocket Internet Share, in accordance with the requirements of the resolution of the general meeting on which the buyback offer is based. Thus, the Buyback Offer has a total volume of up to EUR 968,242,765.00.

The acceptance period for the Buyback Offer begins on February 9, 2022, 0:00 hours (CET) and ends, subject to extension, on March 10, 2022 at 24:00 hours (CET).

Shareholders of the Company ("Rocket Internet Shareholders") are entitled to tender rights, with one Rocket Internet Share conveying one tender right. The tender ratio is 4:1, so that four tender rights are required to accept the Buyback Offer for one Rocket Internet Share.

Rocket Internet Shareholders have the option to sell their tender rights if they do not wish to participate in the Buyback Offer or wish to participate in the Buyback Offer only partially. They also have the option to acquire additional tender rights if they wish to tender more Rocket Internet Shares than they are able to do on the basis of the tender rights booked to their securities accounts. The tender rights will be admitted to trading on the open market (Freiverkehr) of the Hamburg Stock Exchange and will be tradable there until two banking days before the end of the acceptance period. Off-exchange transfer of the tender rights is also permissible and possible.

The Company intends to cancel the Rocket Internet Shares acquired by the Company on the basis of this Buyback Offer for the purpose of a capital reduction immediately after acquisition and fulfillment of all relevant requirements in this respect.

Further details of the Buyback Offer can be found in the offer letter of the Company. The Offer Letter will be published on Rocket Internet's website (https://www.rocket-internet.com) under the heading "Investors - Share - Share Purchase 2022" and in the German Federal Gazette (Bundesanzeiger) at https://www.bundesanzeiger.de prior to the commencement of the acceptance Period.

Contact:

E: info@rocket-internet.com

About Rocket Internet

Rocket Internet incubates, builds and operationally develops internet-based business models. It provides operational support to its companies and helps them scale internationally. Besides, it strategically invests in complementary internet and technology companies globally to build out its network. Rocket Internet companies are active in a large number of countries around the world. For further information please visit www.rocket-internet.com.

Disclaimer/Important Information

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND CONSTITUTES NEITHER AN INVITATION TO SELL, NOR AN OFFER TO PURCHASE, SECURITIES OF ROCKET INTERNET SE ("ROCKET INTERET"). THE FINAL TERMS AND FURTHER PROVISIONS REGARDING THE PUBLIC SELF-TENDER OFFER ARE DISCLOSED IN THE OFFER DOCUMENT. INVESTORS AND HOLDERS OF SECURITIES OF ROCKET INTERNET ARE STRONGLY RECOMMENDED TO READ THE OFFER DOCUMENT AND ALL AN-NOUNCEMENTS IN CONNECTION WITH THE PUBLIC SELF-TENDER OFFER AS SOON AS THEY ARE PUBLISHED, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION.

THE OFFER WILL BE MADE EXCLUSIVELY UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY AND THE EUROPEAN UNION, SPECIFICALLY UNDER THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ), AND CERTAIN PROVISIONS OF THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO CROSS-BORDER OFFERS WITH A LIMITED CIRCLE OF SHAREHOLDERS WHOSE PLACE OF RESIDENCE, SEAT OR PLACE OF HABITUAL ABODE IS IN THE UNITED STATES OF AMERICA. THE PUBLIC SELF-TENDER OFFER SHALL NOT BE EXECUTED ACCORDING TO THE PROVISIONS OF JURISDICTIONS OTHER THAN THOSE OF THE FEDERAL REPUBLIC OF GERMA-NY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). THUS, NO OTHER AN-NOUNCEMENTS, REGISTRATIONS, ADMISSIONS OR APPROVALS OF THE PUBLIC SELF-TENDER OFFER OUTSIDE OF THE FEDERAL REPUBLIC OF GERMANY HAVE BEEN FILED, ARRANGED FOR OR GRANTED. INVESTORS IN, AND HOLDERS OF, SECURITIES IN ROCKET INTERNET CANNOT RELY ON HAV-ING RECOURSE TO PROVISIONS FOR THE PROTECTION OF INVESTORS IN ANY JURISDICTION OTHER THAN THE PROVISIONS OF THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). SUBJECT TO THE EXCEPTIONS DE-SCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY THE RELEVANT REGULATORS, A TENDER OFFER SHALL NOT BE MADE, DIRECTLY OR INDI-RECTLY, IN JURISDICTIONS WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND IN ACCORDANCE WITH GERMAN MAR-KET PRACTICE, ROCKET INTERNET OR BROKERS ACTING ON BEHALF OF ROCKET INTERNET MAY DIRECTLY OR INDIRECTLY ACQUIRE ROCKET INTERNET SHARES OR ENTER INTO AGREEMENTS TO THIS EFFECT OUTSIDE THE PUBLIC SELF-TENDER OFFER BEFORE, DURING OR AFTER THE ACCEPTANCE PERIOD OF THE PUBLIC SELF-TENDER OFFER. THIS APPLIES IN THE SAME WAY TO OTHER SECURITIES GRANTING A DIRECT CONVERSION OR EXCHANGE RIGHT INTO, OR AN OPTION RIGHT TO, ROCKET INTERNET SHARES. THESE PURCHASES MAY BE MADE ON THE STOCK EXCHANGE AT MARKET PRICES OR OFF THE STOCK EXCHANGE IN NEGOTIATED TRANSACTIONS. ALL INFORMATION ON THESE PUR-CHASES WILL BE PUBLISHED TO THE EXTENT REQUIRED UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY OR ANOTHER RELEVANT JURISDICTION.

TO THE EXTENT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY THE WORDS "WILL", EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "AIM", "ASSUME" OR SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE INTENTIONS, OPINIONS OR CURRENT EX-PECTATIONS AND ASSUMPTIONS OF ROCKET INTERNET. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS, WHICH ROCKET INTERNET HAS MADE TO THE BEST OF THEIR KNOWLEDGE, BUT WHICH THEY DO NOT CLAIM TO BE CORRECT IN THE FUTURE. FOR-WARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT ARE DIFFI-CULT TO PREDICT AND USUALLY CANNOT BE INFLUENCED BY ROCKET INTERNET. THESE EXPECTATIONS AND FORWARD-LOOKING STATEMENTS CAN TURN OUT TO BE INCORRECT AND THE ACTUAL EVENTS OR CONSEQUENCES MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR EX-PRESSED BY SUCH FORWARD-LOOKING STATEMENTS. ROCKET INTERNET DOES NOT ASSUME AN OBLIGA-TION TO UPDATE THE FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE ACTUAL DE-VELOPMENT OF INCIDENTS, BASIC CONDITIONS, ASSUMPTIONS OR OTHER FACTORS.