DGAP-Ad-hoc: Rocket Internet SE / Key word(s): Bond Ad-hoc: Rocket Internet SE resolves on invitation to all holders to offer to sell for cash their convertible bonds due 22 July 2022 11-Jul-2018 / 08:20 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 invitation to all holders to offer to sell for cash their convertible bonds due 22 July 2022 Berlin, Germany, 11 July 2018 - The management board of Rocket Internet SE (the "Company") resolved today, with the approval of the supervisory board, to invite holders of the convertible bonds due 22 July 2022 issued by Rocket Internet SE on 22 July 2015, ISIN DE000A161KH4 (the "Bonds") with an outstanding aggregate nominal amount of approximately EUR 289 million to make offers to sell for cash their Bonds in a reverse bookbuilding modified Dutch auction process (the "Invitation"). Bonds bought back, if any, are intended to be cancelled by the Company. The Invitation is only open to any persons located or resident outside the United States or that are otherwise not a U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would not be unlawful (each an "Eligible Holder"). The offer period is expected to end on 12 July 2018, 5.45pm (CEST). The buyback is expected to be settled on 18 July 2018. After the end of the offer period, the Company will announce whether or not it intends to accept any Bonds offered to it for purchase and the buyback price (determined at the sole discretion of the Company and expressed as a percentage of the principal amount of the Bonds at which the Company is repurchasing the Bonds). The Company reserves the right to exercise its clean-up call option under the terms and conditions of the Bonds and redeem the Bonds at their nominal amount plus accrued interest if as a result of the reverse auction the aggregate principal amount of the Bonds outstanding is equal to or less than 15% of the EUR 550 million principal amount initially issued. Additionally, the management board has resolved today, with the approval of the supervisory board, to terminate the current buyback program for Bonds resolved on 28 September 2017. 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. 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] --------------------------------------------------------------------------- 11-Jul-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.com ISIN: DE000A12UKK6 WKN: A12UKK Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange; Luxembourg Stock Exchange, , End of Announcement DGAP News Service --------------------------------------------------------------------------- 703411 11-Jul-2018 CET/CEST