Rocket Internet : Invitation to the ordinary General Meeting 2021

Convenience Translation.

The German language version shall prevail in the event of any dispute or ambiguity.

Rocket Internet SE

Berlin

Securities Identification Number (WKN): A12UKK

ISIN: DE000A12UKK6

Invitation to the Ordinary General Meeting

We hereby invite our shareholders to the

Ordinary General Meeting 2021

taking place virtually on

Friday, June 25, 2021

at 10.00 a.m.

at www.rocket-internet.com/investors/annual-general-meeting

of Rocket Internet SE (the "Company") without the physical presence of the shareholders or their proxies ("Virtual General Meeting"). The place of the meeting will be the location of the chairman of the meeting at the offices of the Company at Rocket Tower, Charlottenstraße 4, 10969 Berlin, Germany.

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Convenience Translation.

The German language version shall prevail in the event of any dispute or ambiguity.

Agenda Overview

1. Presentation of the adopted annual financial statements as of December 31, 2020 and the management report for the fiscal year 2020, the approved consolidated financial statements as of December 31, 2020 and the group management report for the fiscal year 2020, and the report of the Supervisory Board for the fiscal year 2020
2. Resolution on the appropriation of the retained earnings

3.	Resolution	on	the	discharge	of	the	members	of	the	Management	Board
	for the fiscal year 2020
4.	Resolution	on	the	discharge	of	the	members	of	the	Supervisory	Board
	for the fiscal year 2020
5.	Resolution	on	the	appointment	of	the	annual	auditor	and group	auditor
	for the fiscal year 2021

1. Resolution on the election of members of the Supervisory Board
2. Resolution on the creation of an Authorized Capital 2021 with the option to exclude subscription rights and the cancellation of the existing Authorized Capital 2017, as well as the corresponding amendment to the Articles of Association
3. Resolution on the granting of a new authorization to issue convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of these instruments) with the option to exclude subscription rights, creation of a new Conditional Capital 2021, cancellation of the existing authorization to issue convertible bonds and bonds with warrants and the existing Conditional Capital 2015/2017 and the corresponding amendment to the Articles of Association
4. Resolution on the authorization to acquire treasury shares and to use such shares, including the authorization to redeem acquired treasury shares and to decrease the share capital
5. Resolution on the amendment of Article 16 para. 3 of the Articles of Association
6. Resolution on the amendment of Article 22 para. 1 of the Articles of Association

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Convenience Translation.

The German language version shall prevail in the event of any dispute or ambiguity.

Holding by way of a Virtual General Meeting

The Management Board of the Company, with the approval of the Supervisory Board, has decided to hold the Company's annual general meeting in the fiscal year 2021 as a Virtual General Meeting without the physical presence of the Company's shareholders or their proxies. These resolutions were passed on the basis of the law on Measures in Corporate, Cooperative, Association, Foundation and Home Ownership Law to combat the Effects of the COVID-19 pandemic entered into force on March 28, 2020 (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-,Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie - "COVID-19Mitigation Act"), which was last amended by Article 11 of the Act on the Further Shortening of the Residual Debt Discharge Procedure and for the Adjustment of Pandemic-Related Provisions in the Corporate, Cooperative, Association, Foundation Law, as well as

Tenancy and Lease Law (Gesetz zur weiteren Verkürzung des Restschuldbefreiungsverfahrens und zur Anpassung pandemiebedingter Vorschriften im Gesellschafts-,Genossenschafts-, Vereins- und Stiftungsrecht sowie im Miet- und Pachtrecht) of December 22, 2020.

A physical participation of the shareholders or their proxies in the Virtual General Meeting is excluded.

The members of the Management Board, the Company's proxy, and the notary who will record the Virtual General Meeting will be present at the location of the chairman of the meeting. In accordance with Section 1 para. 1 COVID-19 Mitigation Act in conjunction with Section 118 para. 3 sentence 2 of the German Stock Corporation Act (Aktiengesetz - "AktG") and Article 18 of the Articles of Association, the Management Board of the Company has resolved, with the approval of the Supervisory Board, that the participation of additional members of the Supervisory Board shall take place by means of video and audio transmission.

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Convenience Translation.

The German language version shall prevail in the event of any dispute or ambiguity.

1. Agenda

1. Presentation of the adopted annual financial statements as of December 31, 2020 and the management report for the fiscal year 2020, the approved consolidated financial statements as of December 31, 2020 and the group management report for the fiscal year 2020, and the report of the Supervisory Board for the fiscal year 2020
   In accordance with the statutory provisions, no resolution of the General Meeting is proposed for this Agenda Item 1. As the Supervisory Board has approved the annual financial statements for the fiscal year 2020 and the consolidated financial statements for the fiscal year 2020 prepared by the Management Board, the annual financial statements for the fiscal year 2020 are thereby approved according to Section 172 sentence 1 AktG.1 Approval of the annual financial statements for the fiscal year 2020 or of the consolidated financial statements for the fiscal year 2020 by the General Meeting is therefore not required according to Section 173 AktG. For the remaining documents referred to under this Agenda Item 1, the statutory law provides only for general information of the shareholders but no resolution by the General Meeting.
   1 The provisions of the German Stock Corporation Act apply to the Company in accordance with Art. 9 para. 1 lit. c) (ii), Art. 10 Council Regulation (EC) No 2157/2001 of the Council of 8 October 2001 on the Statute for a European company (SE) (hereinafter also SE Regulation) unless otherwise stated in special provisions of the SE Regulation.
2. Resolution on the appropriation of the unappropriated retained earnings
   Management Board and Supervisory Board propose to carry forward in full the retained earnings as of December 31, 2020 in the amount of EUR 1,210,433,947.92 as reported in the annual financial statements, whereby after the end of the fiscal year 2020 an amount of EUR 27,596,228.00 of such retained earnings has been transferred to the capital reserve pursuant to Section 237 para. 5 AktG upon registration of the reduction of Rocket Internet SE's share capital in the same amount as resolved by the extraordinary general meeting on September 24, 2020.
3. Resolution on the discharge of the members of the Management Board for the fiscal year 2020
   Management Board and Supervisory Board propose that discharge is granted to the members of the Management Board in office in the fiscal year 2020 for this period.

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Convenience Translation.

The German language version shall prevail in the event of any dispute or ambiguity.

1. Resolution on the discharge of the members of the Supervisory Board for the fiscal year 2020
   Management Board and Supervisory Board propose that discharge is granted to the members of the Supervisory Board in office in the fiscal year 2020 for this period.
2. Resolution on the appointment of the annual auditor and group auditor for the fiscal year 2021
   The Supervisory Board proposes that Ernst & Young GmbH, Wirtschaftsprüfungsgesellschaft, Berlin office, is appointed as the auditor of the annual financial statements and the consolidated annual financial statements for the fiscal year 2021.
3. Resolution on the election of members of the Supervisory Board
   Pursuant to Art. 40 para. 2 sentence 1 of Council Regulation (EC) No. 2157/2001 of
   October 8, 2001 on the Statute for a European Company (SE) (the "SE Regulation") in conjunction with Section 17 para. 1 sentence 1 of the SE Implementation Act (Gesetz zur Ausführung der Verordnung (EG) Nr. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der Europäischen Gesellschaft (SE) - the "SEAG") and Article 10 para. 1, para. 2 of the currently valid version of the Articles of Association, the Supervisory Board of the Company shall be composed of four members to be elected by the General Meeting. The General Meeting is not bound by election proposals. The elections of members of the Supervisory Board shall be held as individual elections.
   The period of office of all members of the Supervisory Board, i.e., Prof. Dr. Marcus Englert, Mr. Norbert Lang, Mr. Pierre Louette, and Prof. Dr. Joachim Schindler ends with the conclusion of this year's Ordinary General Meeting on June 25, 2021.
   The Supervisory Board proposes to reelect all current four members of the Supervisory Board for the period of one year:
4. 1. Prof. Dr. Marcus Englert, managing director of Texas Atlantic Partners GmbH, Munich, Altman Solon Management Consulting GmbH & Co. KG, Munich, iBrothers Capital GmbH, Munich, and iBrothers Media GmbH, Munich, and resident in Munich; please note that in the event of his re-election, Prof. Dr. Englert will be proposed as a candidate for chairmanship of the Supervisory Board.
   2. Mr. Norbert Lang, self-employed management consultant, resident in Waldbrunn/Lahr;

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