Rocket Internet SE / Key word(s): IPO 28.10.2015 08:00 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 OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE. Rocket Internet SE: Quasi Ad hoc Announcement pursuant to Sec. 19 para. 1 lit. c) of the General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse Rocket Internet Subsidiary HelloFresh planning IPO Berlin, 28 October 2015 - Rocket Internet SE's ("Rocket Internet") subsidiary, HelloFresh GmbH (to be converted into HelloFresh AG and, together with its subsidiaries, referred to as "HelloFresh") is, subject to market conditions, preparing an initial public offering (the "Offer") and listing of its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). HelloFresh is, by its own estimate, the leading international online 'fresh food-at-home' provider in terms of meals delivered, providing its subscribers with fresh, locally sourced and pre-portioned ingredients that enable them to prepare home-cooked meals without planning, shopping and essentially without food waste. HelloFresh delivers food boxes to its subscribers' doors at times convenient to them on the basis of a weekly soft subscription model. HelloFresh was founded in 2011 and today operates in seven countries across three continents: Australia, Austria, Belgium, Germany, the Netherlands, UK, and the US. Rocket Internet holds a stake of 56.4% in HelloFresh GmbH post reorganization measures in preparation of HelloFresh's IPO (in particular roll-up of minorities). The planned Offer is expected to consist of newly issued ordinary bearer shares with no-par value from a capital increase ("Primary Offer") and, with respect to a possible over-allotment, existing ordinary bearer shares with no-par value from holdings of one or more of the current shareholders of HelloFresh AG (following the conversion of HelloFresh GmbH into a stock corporation). The Offer, if pursued, will consist of an initial public offering in the Federal Republic of Germany and the Grand Duchy of Luxembourg and private placements in certain jurisdictions outside these countries. HelloFresh GmbH intends to publish a detailed press release regarding its IPO today. Disclaimer This document may contain certain forward-looking statements relating to the business, financial performance and results of HelloFresh and/or the industry in which HelloFresh operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes," "expects," "predicts," "intends," "projects," "plans," "estimates," "aims," "foresees," "anticipates," "targets," and similar expressions. The forward-looking statements contained in this document, including assumptions, opinions and views of HelloFresh or cited from third party sources, are solely opinions and forecasts which are uncertain and subject to risks. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in general economic conditions, in particular economic conditions in the markets in which HelloFresh operates, changes affecting interest rate levels, changes in competition levels, changes in laws and regulations, environmental damages and the potential impact of legal proceedings and actions. Neither Rocket Internet nor HelloFresh guarantee that the assumptions underlying the forward-looking statements in this document are free from errors; also, Rocket Internet and HelloFresh do not accept any responsibility for the future accuracy of the opinions expressed in this document and Rocket Internet and HelloFresh do not assume any obligation to update the statements in this document to reflect subsequent events. The forward-looking statements in this document are made only as of the date hereof. Neither this document nor any further discussions with any of the recipients thereof shall, under any circumstance, create any implication that there has been no change in the affairs of HelloFresh since such date. Consequently, Rocket Internet and HelloFresh refuse to undertake any obligation to review, update or confirm recipients' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the document. 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 of HelloFresh AG (after conversion of HelloFresh GmbH into a stock corporation) in the United States, Germany or any other jurisdiction. The Securities of HelloFresh AG 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 Securities of the Company 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 "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of HelloFresh AG should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge from HelloFresh AG, Saarbrücker Strasse 37A, 10405 Berlin, Germany, or on HelloFresh AG's website. 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. 28.10.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. 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