Rocket Internet AG / Key word(s): Capital Increase 12.02.2015 18:28 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer / publisher 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 OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION WOULD BE UNLAWFUL Rocket Internet AG: Release pursuant to Section 19 Paragraph 1(c) of the General Terms and Conditions of Deutsche Börse AG for the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange Rocket Internet AG resolves on capital increase against cash contributions Berlin, February 12, 2015 - Today, the Management Board of Rocket Internet AG ("Rocket Internet", "Rocket" or "Company"), with the approval of the Supervisory Board, resolved on a capital increase against cash contributions through partial utilization of the Company's authorized capital. The share capital of the Company will be increased from EUR 153,130,566.00 to up to EUR 165,140,790.00 by issuing up to 12,010,224 new no-par value ordinary bearer shares against cash contributions under the exclusion of existing shareholders' subscription rights (this corresponds to approximately 7.8% of the current share capital). The new shares will carry full dividend rights as of January 1, 2014. The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement begins on February 12, 2015 and ends on February 13, 2015 at the latest. The Management Board, with the approval of the Supervisory Board, will determine the final 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 February 13, 2015. Existing investors Baillie Gifford and United Internet have already confirmed their participation at the placement price with an aggregate amount of approximately EUR 210 million. Joh. Berenberg, Gossler & Co. KG, J.P. Morgan Securities plc and Morgan Stanley Bank AG are acting as Joint Bookrunners. It is expected that the new shares will be included to trading without a prospectus on February 17, 2015 on the non-regulated market (Entry Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The Joint Bookrunners have partially waived the lock-up agreed in connection with the Company's initial public offering for the purpose of this placement. Rocket Internet has entered into a three months' lock-up agreement with the Joint Bookrunners in connection with this placement. Rocket Internet creates, builds and invests in market leading companies within significant internet market opportunities. Following the launch and roll-out of foodpanda and the investments into La Nevera Roja, Pizzabo, Delivery Hero and Talabat, Rocket aims to create the leading global online food takeaway company. Rocket Internet intends to use the proceeds from this new share issue to finance its growth strategy and maintain financial flexibility, following the completion of its recent investments in the food delivery sector. Going forward, Rocket plans to continue building new companies and increase its ownership interest in existing companies including Proven Winners, Emerging Stars and Concepts. Rocket also intends to build out its proprietary operational platform to support its growing network of companies and capitalize on new opportunities. In the future, Rocket plans to selectively make investments into existing businesses to complement organic growth, consolidate market positions and enter new markets in order to build global market leaders. ************* Additional information: Stock exchange: Non-Regulated Market (Entry Standard), Frankfurt Stock Exchange ISIN: DE000A12UKK6 WKN: A12UKK Common Code: 111314110 Registered office and business address of Rocket Internet AG: Rocket Internet AG, Johannisstraße 20, 10117 Berlin, Germany Media Contact Rocket Internet: Andreas Winiarski, Senior Vice President Global Communications T: +49 30 300 13 18 68 E: [email protected] Disclaimer: This document contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of Rocket Internet AG ("Rocket") and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting Rocket, and other factors. Rocket does not assume any obligations to update any forward-looking statements. These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of Rocket in the United States, Germany or any other jurisdiction. The Shares of Rocket may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares of Rocket have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to persons who are (i) "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act and (ii) "qualified purchasers" as defined in the U.S. Investment Company Act of 1940, as amended. This publication constitutes neither an offer to sell nor a solicitation to buy any securities. 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. No prospectus has been or will be approved in respect of the securities. In the United Kingdom, this document is only being distributed to and 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 is directed only at Relevant Persons and 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 connection with the Placement, Joh. Berenberg, Gossler & Co. KG, Morgan Stanley Bank AG and J.P Morgan Securities plc (the "Joint Bookrunners") and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of Rocket 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 Joint Bookrunners and any of their affiliates acting as investors for their own accounts. In addition the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Rocket Internet AG's shares. The Joint 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. Each of the Joint Bookrunners and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, Rocket Internet AG for which they would have received customary fees. Each of the Joint Bookrunners and any of their respective affiliates may provide such services to Rocket Internet AG and any of its affiliates in the future. The Joint Bookrunners are acting exclusively for Rocket and no-one else. They will not regard any other person as their respective clients and will not be responsible to anyone other than Rocket for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein. None of the Joint Bookrunners or any of their respective directors, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, expressed 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 any other information relating to Rocket, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. 12.02.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de ---------------------------------------------------------------------------