United Internet AG / Key word(s): Capital Increase 15.09.2014 17:40 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION; PUBLICATION OR FORWARDING; EITHER DIRECTLY OR INDIRECTLY; IN OR TO THE UNITED STATES OF AMERICA; CANADA; AUSTRALIA; JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. Montabaur, Germany, September 15, 2014. Today, the management board of United Internet AG, with the approval of the supervisory board, resolved on a capital increase against cash contributions through partial use of its authorized capital. The share capital of the Company will be increased from EUR 194,000,000.00 to up to EUR 205,000,000.00 by issuing up to 11,000,000 new ordinary registered shares (Stückaktien) against cash contributions under the exclusion of shareholders' subscription rights (this corresponds to approximately 5.7% of the current share capital). The new shares will be offered exclusively in a private placement by way of an accelerated bookbuilding process to institutional investors. The private placement begins on September 15, 2014 and ends on September 16, 2014 (at the latest). The management board will determine the number of shares to be issued and the placement price following the conclusion of the accelerated bookbuilding process. The number of shares to be issued and the placement price are expected to be announced on September 16, 2014. It is expected that the new shares will be admitted to trading without a prospectus on September 17, 2014 and will be included in the existing quotation in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange and will carry full dividend rights as of January 1, 2014. The net proceeds from the capital increase will be used to increase the financial flexibility in the context of corporate financing. J.P. Morgan is acting as Bookrunner and HSBC as Co-Bookrunner in connection with the placement. Contact: Maika-Alexander Stangenberg Head of Corporate Communications & Public Affairs United Internet AG Elgendorfer Strasse 57 56410 Montabaur, Germany Tel: +49 (0)2602/96-1076 Fax: +49 (0)2602/96-1013 E-mail: [email protected] Internet: www.united-internet.de ISIN: DE0005089031 WKN: 508903 Indices: TecDAX Stock Exchanges: Regulated Market in Berlin, Frankfurt (Prime Standard); Open Market in Dusseldorf, Hamburg, Hanover, Munich, Stuttgart This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of United Internet AG or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America in the absence of registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of United Internet AG have not been, and will not be, registered under the Securities Act. In the United Kingdom, this document is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer, if made subsequently, is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. This announcement does not constitute a recommendation concerning the placement of securities described in this announcement (the "Placement"). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned. J.P. Morgan Securities plc is acting as Bookrunner und HSBC Trinkaus & Burkhardt AG is acting as Co-Bookrunner (the "Bookrunners") exclusively for United Internet AG in connection with the Placement. They will not regard any other person as their respective client in relation to the Placement and will neither be responsible nor provide protection to anyone other than United Internet AG, nor will they provide advice to anyone other than United Internet AG in relation to the Placement, the contents of this announcement or any other matter referred to herein. In connection with the Placement, the Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of United Internet AG and may otherwise deal for their own accounts. Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to the Bookrunners and any of their affiliates acting as investors for their own accounts. In addition, the Bookrunners or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which the Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of United Internet AG's shares. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to United Internet AG, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. 15.09.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: United Internet AG Elgendorfer Straße 57 56410 Montabaur Germany Phone: +49 (0)2602 / 96 - 1100 Fax: +49 (0)2602 / 96 - 1013 E-mail: [email protected] Internet: www.united-internet.de ISIN: DE0005089031 WKN: 508903 Indices: TecDAX Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard); Freiverkehr in Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------