DGAP-Ad-hoc: Rocket Internet SE / Key word(s): Share Buyback/Share Buyback Ad-hoc: Rocket Internet SE resolves on public share purchase offer to buyback own shares for up to 15,472,912 shares 16-Apr-2018 / 08:00 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- AD-HOC 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 THE AD-HOC RELEASE. Disclosure of an inside information acc. to Art. 17 Sec. 1 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation - MAR) Ad-hoc: Rocket Internet SE resolves on public share purchase offer to buyback own shares for up to 15,472,912 shares Berlin, Germany, April 16, 2018 - The management board of Rocket Internet SE (ISIN DE000A12UKK6 / WKN A12UKK) resolved today, with the approval of the supervisory board, utilizing the authorization of the annual general meeting of June 2, 2017, to buyback up to 15,472,912 shares of the company (corresponding to a maximum of up to 9.37% of the company's registered share capital) through a public share purchase offer against payment of an offer price in the amount of EUR 24.00. PLDT Online Investments Pte. Ltd., a shareholder of the company, has irrevocably committed itself, today, vis-à-vis the company to accept the public share purchase offer for at least 6,800,000 shares directly held by it (corresponding to at least 67.38% of the total number of shares held by PLDT Online Investments Pte. Ltd. in Rocket Internet SE). The largest shareholder of the company, Global Founders GmbH, which holds 37.07% of the company's shares, has irrevocably committed itself vis-à-vis the company not to accept the public share purchase offer for any shares held by it. The offer period will commence on April 17, 2018, 00:00 (CEST) and is expected to end on May 2, 2018, 24:00 (CEST). If more than 15,472,912 shares are tendered for buyback under this public share purchase offer, the declarations of acceptance will be considered proportionally, i.e. in the ratio of the 15,472,912 shares to the aggregate number of shares tendered for buyback. Further details on the public share purchase offer are contained in the offer document, which will be published on the company's website (www.rocket-internet.com) under the heading "Investor Relations - Share - Public Share Purchase Offer" prior to the commencement of the offer period, on April 17, 2018, as well as subsequently in the German Federal Gazette under www.bundesanzeiger.de. Additionally, the management board has resolved today, with the approval of the supervisory board, to terminate the share buy-back program for own shares, which commenced on August 14, 2017 and was expected to end on April 30, 2018, early. Under this share buy-back program, which was also resolved based on the authorization to acquire own shares by the annual general meeting of June 2, 2017, the company has until today acquired 1,041,167 own shares (corresponding to a portion of 0.63% of the company's registered share capital). Disclaimer This release may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This release is not directed to or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Neither this release nor its content may be published, dispatched, distributed or disseminated within the United States of America, and in each case neither by means of utilization of any postal service nor by any other means or instruments of business communication between single states or foreign trade or any facilities of a national stock exchange of the United States of America. This includes, among others, submission by fax, electronic post, telex, telephone and the internet. Copies of this release or any other documents related to this release may also not be distributed or submitted to or within the United States of America. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Germany or any other jurisdiction. This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of Rocket Internet SE ("Rocket Internet") 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, and other factors. Rocket Internet does not assume any obligations to update any forward-looking statements. Contact: Christian Lasch Chief Compliance Officer Tel: 01 62 / 10 49 35 7 E-Mail: [email protected] --------------------------------------------------------------------------- 16-Apr-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Rocket Internet SE Charlottenstrasse 4 10969 Berlin Germany Phone: +49 (0)30 300 13 1800 Fax: +49 (0)30 300 13 1899 E-mail: [email protected] Internet: www.rocket-internet.de ISIN: DE000A12UKK6 WKN: A12UKK Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange; Luxemburg End of Announcement DGAP News Service --------------------------------------------------------------------------- 674647 16-Apr-2018 CET/CEST