Convenience Translation. The German version shall prevail
in the event of any dispute or ambiguity
Rocket Internet SE
Securities Identification Number (WKN): A12UKK
Invitation to the Extraordinary General Meeting
We hereby invite our shareholders on
Monday, January 31, 2022,
at 10:00 hours (CET)
to the virtual
Extraordinary General Meeting
of Rocket Internet SE (the "Company") without the physical presence of the shareholders and their proxies (the "Virtual General Meeting"). The place of the meeting will be the location of the chairman at the Company's premises at Rocket Tower, Charlottenstraße 4, 10969 Berlin.
Conduct by way of a Virtual General Meeting
The Company's Management Board has resolved, with the consent of the Supervisory Board, to hold the extraordinary general meeting of the Company on Monday, January 31, 2022 as a Virtual General Meeting without the physical presence of the Company's shareholders or their proxies. The resolution is in accordance the German Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Condominium Property to Combat the Effects of the COVID-19 Pandemic (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-,Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID- 19-Pandemie, the "COVID-19Mitigation Act"), which entered into force on March 27, 2020 and was last amended by Article 15 of the Law of September 10, 2021.
The physical attendance of shareholders or their proxies at the Virtual General Meeting is excluded.
The members of the Management Board, the Company's proxy and the notary taking the minutes of the Virtual General Meeting will be present at the location of the Chairman of the Meeting. The Company's Management Board has resolved, with the consent of the Supervisory Board, that pursuant to Section 1 para. 1 and para. 6 in conjunction with para. 8 of the COVID-19 Mitigation Act in conjunction with Section 118 para. 3 sentence 2 AktG, additional members of the Supervisory Board may participate by way of video and audio transmission.
1. Resolution on the reduction of the registered share capital by way of redeeming shares after acquisition by the Company (Section 237 para. 3, para. 4 AktG); authorization of the Management Board to acquire own shares (Section 71 para. 1 no. 6 AktG); authorization of the Supervisory Board to amend the wording of Section 4 para. 1, para. 2 of the Articles of Association in accordance with the implementation of the capital decrease.1
The Management Board and Supervisory Board propose the following resolution to be adopted:
- Capital decrease by way of redeeming shares to be acquired
- The share capital registered with the commercial register at the time of the implementation of the capital decrease will be decreased by up to EUR 27,664,079.00 by redemption of fully paid-up shares of the Company, which are yet to be acquired, in accordance with Section 237 para. 3 no. 2, para. 4 and para. 5 AktG. The exact amount of the decrease corresponds to the pro rata amount of the share capital attributable to those shares which are acquired by the Company in connection with the repurchase offer described under item 1 b) of this agenda item.
- The resolution will only be implemented if and to the extent the shares to be redeemed will be acquired by the Company in connection with the public delisting self-tender offer as set out in more detail under the provisions of the following item 1 b) pursuant to Section 71 para. 1 no. 6 AktG. The shares to be redeemed will be acquired and redeemed by the Company within a period to be determined by the Management Board ending no later than March 31,
2023 (the "Implementation Period"). The capital decrease is implemented for the purpose of partially repaying the share capital to the shareholders.
- The acquisition of the shares will be consummated in accordance with the provisions of the following item 1 b). The shares so acquired are to be redeemed without undue delay following the acquisition and the fulfillment of all relevant requirements. The redemption will be charged to the net profits (Bilanzgewinn) or a freely distributable reserves (frei verfügbare Rücklagen) in accordance with of Section 237 para. 3 no. 2 AktG, insofar as these are
1 Pursuant to Art. 5, Art. 9 (1) lit. c) ii), Art. 53 and Art. 61 of Council Regulation (EC) No.
2157/2001 of October 8, 2001 on the Statute for a European company (SE) (" SE Regulation"), the provisions applicable to stock corporations with their registered office in Germany, in particular the provisions of the German Commercial Code (Handelsgesetzbuch) and the German Stock Corporation Act (Aktiengesetz), shall apply to the Company, unless otherwise stipulated in specific provisions of the SE Regulation or the SE Implementation Act.
available for this purpose. In this context, the redemption is first charged to the freely available reserves and, only to the extent that these are exhausted, then charged to the net profit. The amount equivalent to the amount of the share capital attributable to the redeemed shares will be booked into the capital reserves in accordance with Section 237 para. 5 AktG.
- Further details are determined by the Management Board with the consent of the Supervisory Board.
- Acquisition of own shares pursuant to Section 71 para. 1 no. 6 AktG
- Pursuant to Section 71 para. 1 no. 6 AktG, the Management Board is authorized, with the consent of the Supervisory Board, to acquire a number of shares in the Company whose proportionate amount of the share capital is up to a total of EUR 27,664,079.00 through purchases under the public delisting self-tender offer for the purpose of redeeming these shares in accordance with the resolution on the decrease of the share capital per item 1 a).
The acquisition will be made outside the stock exchange by way of a public buyback offer (partial offer) to all shareholders (the "Buyback Offer").
Details of the Buyback Offer shall be set out in an offer letter.
The tender ratio for this Buyback Offer is 4:1, i.e. the ownership of 4 shares of the Company entitles a shareholder of the Company - without prejudice to any acquisition of additional Tender Rights - to accept the Buyback Offer for one share of the Company (the "Tender Ratio").
The shareholders of the Company are entitled to corresponding tender rights, whereby one share of the Company, except for own shares held by the Company, conveys one tender right and 4 tender rights are required to accept the Buyback Offer for one share of the Company (the "Tender Rights"). The
Tender Rights are transferable.
The shareholders' declarations of acceptance shall be taken into account by registering the tender rights attributable to the shareholding and any additional tender rights acquired from other shareholders with the Company.
- The purchase price offered by the Company is EUR 35.00 per share of the
Company (the "Purchase Price").
- The further terms and conditions of the Buyback Offer shall be determined by the Management Board with the consent of the Supervisory Board. In particular, to the extent technically possible, an organized trading of tender rights shall be implemented and arranged in more detail.
- Authorization of the Supervisory Board
The Supervisory Board is authorized to amend Section 4 para. 1 (Registered Share Capital) of the Articles of Association in accordance with the extent to which the capital reduction is implemented.
The resolution pursuant to this agenda item 1 shall become invalid to the extent the acquisition of the shares to be redeemed and the redemption have not been implemented by the end of the Implementation Period (item 1. a) bb)) at the latest. The Management Board and the chairman of the Supervisory Board are instructed to file the registration of the resolution on the reduction of the share capital together with the implementation of the reduction of the share capital with the commercial register without undue delay after the prerequisites for its registration have been met (in particular after the shares have been cancelled and, in the event of pending actions for rescission, the conclusion of release proceedings pursuant to Section 246a AktG in which the Company prevails).
* * *
Voluntary Report by the Management Board to the extraordinary general meeting on agenda item 1
The Management Board submits the following voluntary report on the reasons for the proposed resolution on agenda item 1. The report is available online as part of this
convocation on the Company's website at www.rocket- internet.com/investors/extraordinary-general-meeting (also during the virtual general meeting).
Under agenda item 1 of the extraordinary general meeting to be held on January 31, 2022, the Management Board and Supervisory Board propose, among other things, to resolve upon:
- Capital decrease by redemption of shares to be acquired; and
- Acquisition of own shares in accordance with Section 71 para. 1 no. 6 AktG.
Simplified possibility of divestment and repayment of share capital
Following the execution of a public delisting self-tender offer in 2020, the admission of the Company's shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) was revoked, effective as of the end of October 30, 2020 (the "Delisting"). The purpose pursued by the Company with the revocation of the stock exchange listing was, among other things, to pursue a long- term corporate strategy independent of sentiments on the capital market.
The Company has cash and cash equivalents of approximately EUR 279 million.
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Rocket Internet SE published this content on 21 December 2021 and is solely responsible for the information contained therein. Distributed by, unedited and unaltered, on 21 December 2021 14:19:08 UTC.