DGAP-News: Rocket Internet SE completes buyback offer at a buyback volume of EUR 924,190,540.00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Rocket Internet SE completes buyback offer at a buyback volume of EUR 924,190,540.00

Berlin, March 15, 2022 - Rocket Internet SE (the "Company") has completed its buyback offer. During the acceptance period from February 9, 2022 to March 10, 2022, 26,405,444 Rocket Internet shares with the required number of tender rights were tendered to the Company at the offer price of EUR 35.00 per Rocket Internet share. This corresponds to a buyback volume of EUR 924,190,540.00 and an acceptance rate of 95.45% of the total offer volume of up to EUR 968,242,765.00.

Pursuant to Section 4.4 of the offer letter, the payment of the purchase price for the Rocket Internet shares for which the acceptance of the buyback offer was declared (the "Tendered Rocket Internet Shares") shall be made to the custodian securities service provider concurrently (Zug um Zug) against transfer of the corresponding Tendered Rocket Internet Shares into the securities account of Joh. Berenberg, Gossler & Co. KG with Clearstream Banking AG for transfer to the Company. The aforementioned payments and transfers are expected to occur on March 18, 2022.

Upon credit at the relevant custodian securities service provider, the Company has fulfilled its obligation to pay the purchase price. It is up to the relevant custodian securities service provider to credit the purchase price to the relevant Rocket Internet shareholder. The exact point in time the purchase price is credited to the account of the respective Rocket Internet shareholder depends on the relevant custodian securities service provider and will, as a rule, be after the point in time the purchase price is available to the relevant custodian securities service provider.

The Company intends to redeem the Rocket Internet shares acquired by the Company on the basis of this buyback offer for the purpose of a capital reduction immediately after acquisition and fulfillment of all relevant requirements in this respect.

Contact:

E: info@rocket-internet.com

About Rocket Internet

Rocket Internet incubates, builds and operationally develops internet-based business models. It provides operational support to its companies and helps them scale internationally. Besides, it strategically invests in complementary internet and technology companies globally to build out its network. Rocket Internet companies are active in a large number of countries around the world. For further information please visit www.rocket-internet.com.

Disclaimer/Important Information

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND CONSTITUTES NEITHER AN INVITATION TO SELL, NOR AN OFFER TO PURCHASE, SECURITIES OF ROCKET INTERNET SE ("ROCKET INTERET"). THE FINAL TERMS AND FURTHER PROVISIONS REGARDING THE PUBLIC SELF-TENDER OFFER ARE DISCLOSED IN THE OFFER DOCUMENT. INVESTORS AND HOLDERS OF SECURITIES OF ROCKET INTERNET ARE STRONGLY RECOMMENDED TO READ THE OFFER DOCUMENT AND ALL AN-NOUNCEMENTS IN CONNECTION WITH THE PUBLIC SELF-TENDER OFFER, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION.

THE OFFER WILL BE MADE EXCLUSIVELY UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY AND THE EUROPEAN UNION, SPECIFICALLY UNDER THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ), AND CERTAIN PROVISIONS OF THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO CROSS-BORDER OFFERS WITH A LIMITED CIRCLE OF SHAREHOLDERS WHOSE PLACE OF RESIDENCE, SEAT OR PLACE OF HABITUAL ABODE IS IN THE UNITED STATES OF AMERICA. THE PUBLIC SELF-TENDER OFFER SHALL NOT BE EXECUTED ACCORDING TO THE PROVISIONS OF JURISDICTIONS OTHER THAN THOSE OF THE FEDERAL REPUBLIC OF GERMA-NY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). THUS, NO OTHER AN-NOUNCEMENTS, REGISTRATIONS, ADMISSIONS OR APPROVALS OF THE PUBLIC SELF-TENDER OFFER OUTSIDE OF THE FEDERAL REPUBLIC OF GERMANY HAVE BEEN FILED, ARRANGED FOR OR GRANTED. INVESTORS IN, AND HOLDERS OF, SECURITIES IN ROCKET INTERNET CANNOT RELY ON HAV-ING RECOURSE TO PROVISIONS FOR THE PROTECTION OF INVESTORS IN ANY JURISDICTION OTHER THAN THE PROVISIONS OF THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). SUBJECT TO THE EXCEPTIONS DE-SCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY THE RELEVANT REGULATORS, A TENDER OFFER SHALL NOT BE MADE, DIRECTLY OR INDI-RECTLY, IN JURISDICTIONS WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

TO THE EXTENT PERMITTED BY APPLICABLE LAW AND IN ACCORDANCE WITH GERMAN MAR-KET PRACTICE, ROCKET INTERNET OR BROKERS ACTING ON BEHALF OF ROCKET INTERNET MAY DIRECTLY OR INDIRECTLY ACQUIRE ROCKET INTERNET SHARES OR ENTER INTO AGREEMENTS TO THIS EFFECT OUTSIDE THE PUBLIC SELF-TENDER OFFER BEFORE, DURING OR AFTER THE ACCEPTANCE PERIOD OF THE PUBLIC SELF-TENDER OFFER. THIS APPLIES IN THE SAME WAY TO OTHER SECURITIES GRANTING A DIRECT CONVERSION OR EXCHANGE RIGHT INTO, OR AN OPTION RIGHT TO, ROCKET INTERNET SHARES. THESE PURCHASES MAY BE MADE ON THE STOCK EXCHANGE AT MARKET PRICES OR OFF THE STOCK EXCHANGE IN NEGOTIATED TRANSACTIONS. ALL INFORMATION ON THESE PUR-CHASES WILL BE PUBLISHED TO THE EXTENT REQUIRED UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY OR ANOTHER RELEVANT JURISDICTION.

TO THE EXTENT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY THE WORDS "WILL", EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "AIM", "ASSUME" OR SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE INTENTIONS, OPINIONS OR CURRENT EX-PECTATIONS AND ASSUMPTIONS OF ROCKET INTERNET. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS, WHICH ROCKET INTERNET HAS MADE TO THE BEST OF THEIR KNOWLEDGE, BUT WHICH THEY DO NOT CLAIM TO BE CORRECT IN THE FUTURE. FOR-WARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND USUALLY CANNOT BE INFLUENCED BY ROCKET INTERNET. THESE EXPECTATIONS AND FORWARD-LOOKING STATEMENTS CAN TURN OUT TO BE INCORRECT AND THE ACTUAL EVENTS OR CONSEQUENCES MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR EX-PRESSED BY SUCH FORWARD-LOOKING STATEMENTS. ROCKET INTERNET DOES NOT ASSUME AN OBLIGA-TION TO UPDATE THE FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE ACTUAL DE-VELOPMENT OF INCIDENTS, BASIC CONDITIONS, ASSUMPTIONS OR OTHER FACTORS.