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    RKET   DE000A12UKK6

ROCKET INTERNET SE

(RKET)
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Rocket Internet : Proposal A - Countermotion by Shareholder Mr Thorsten Dürre to Agenda Item 1 and Statement of Management Board and Supervisory Board

09/22/2020 | 12:00pm EDT

This document is a convenience translation of the German original. In case of discrepancy

between the English and German versions, the German version shall prevail.

Rocket Internet SE

Berlin

Securities Identification Number (WKN): A12UKK

ISIN: DE000A12UKK6

Countermotion by Shareholder Mr. Thorsten Dürre and Statement by the Management Board

and Supervisory Board on the Countermotion

___________________________________________________________________________

Please Note: The Company received the following countermotion from a shareholder with respect to Agenda Item 1 of the Company's virtual extraordinary general meeting to be held on September 24, 2020.

In the event you intend to exercise your voting rights by means of (electronic) absentee vote or by granting power of attorney to the Company's voting representatives kindly note the following:

The absentee voting form, the form for granting of authority and instructions to voting representatives and the EGM Portal afford the option to exercise your voting rights in connection with the countermotion reproduced below by (electronic) absentee vote or by granting power of attorney to the Company's voting representatives.

If you intend to endorse the below countermotion, please reject the management and supervisory boards' proposal by voting "no" on the absentee voting form, on the form for granting power of attorney and instructions to voting representatives or in the EGM Portal and, in addition, submit your vote by checking the box/clicking on the check box next to the counterproposal ("Proposal A" / "Proposal A - Countermotion by Shareholder Mr. Thorsten Dürre to Agenda Item 1 of the Virtual Extraordinary General Meeting to be held on September 24, 2020")

If you intend to grant power of attorney to an intermediary, a shareholders' association or a proxy advisor or another person within the meaning of Sec. 135 para. 8 German Stock Corporation Act, and intend to have your voting rights exercised with respect to the following counterproposal, please verify beforehand not only whether, and on what conditions, the prospective representative is prepared to represent you, but also, if relevant, to what extent the proxy is likewise prepared to exercise your voting rights in connection with the counterproposal reproduced below.

For questions concerning the exercise of voting rights, you may consult our General Meeting-Hotline Monday through Friday, except on holidays, from 9 a.m. to 5. p.m. (CEST) at + 49 (0) 89 210 27 222.

__________________________________________________________________________

Proposal A - Countermotion by the Shareholder Mr. Thorsten Dürre to Agenda Item 1 of the virtual Extraordinary General Meeting of Rocket Internet SE to be held on September 24, 2020

To Rocket Internet SE

- Management Board -

Charlottenstraße 4, 10969 Berlin, Germany by e-mailhauptversammlung@rocket-internet.de

Berlin, September 9, 2020

Your convention of the Extraordinary General Meeting to be held on September 24, 2020 Request for a Vote to Adjust the Repurchase Offer Price

-1-

This document is a convenience translation of the German original. In case of discrepancy

between the English and German versions, the German version shall prevail.

Dear Members of the Management Board,

Motion

In deviation from Agenda Item 1 ("Repurchase Offer") of the Extraordinary General Meeting, I hereby request, pursuant to Section 126 German Stock Corporation Act ("AktG"), the repurchase offer price to be set at no less than the book value of the equity that may be allocated to the shareholder.

The minimum repurchase offer price per share is to be calculated by dividing the reported equity, as allocated to shareholders, by the number of shares outstanding at the time of the offer.

Sample Calculation

According to the balance sheet, the equity allocated to shareholders as of December 31, 2019 amounted to €3,996.4 million with 135,690,619 shares outstanding in September of this year.

On this calculatory basis, €29.23 per share would be a fair repurchase offer price.

Substantiation

The management board's offer price of €18.57 per share values the entire company at merely €2.522 million, corresponding to 63% of the book value as of December 31, 2019. In light of the balance sheet assets of the company, the offer is too low. Rocket Internet SE is essentially debt-free (equity ratio above 96%). Most of its assets are cash positions (cash or cash equivalents) and, as part of its current and fixed assets, securities tradable at a stock exchange. Therefore, the management board's offer price is below the company's theoretical liquidation proceeds.

For this reason and due to the lockdown distortions affecting stock exchanges, the average market price during the last six months is no reliable indicator for the company's fair value, moreover, the low stock market price rather constituted an incentive for informed investors to invest as one euro invested permitted an acquisition in excess of one euro in company value.

Based on a going concern scenario of the company, a sale below book value is not an option from an investor's perspective.

Yours faithfully,

Thorsten Dürre

_______

Statement by the Management Board and Supervisory Board concerning the countermotion by shareholder Mr. Thorsten Dürre to Agenda Item 1 of the virtual Extraordinary General Meeting of Rocket Internet SE to be held on September 24, 2020

-2-

This document is a convenience translation of the German original. In case of discrepancy

between the English and German versions, the German version shall prevail.

Following the assessment of the countermotion submitted by Mr. Thorsten Dürre and acting in the Company's best interest, the Management Board and Supervisory Board adhere to their proposal of the resolution set out under agenda item 1 (Resolution on the decrease of the share capital by redeeming shares following their acquisition by the Company (Section 237 para. 3, para. 4 AktG); authorization of the Management Board to purchase treasury shares (Section 71 para. 1 no. 6 AktG); authorization of the Supervisory Board to amend Article 4 para. 1, para. 2 of the Articles of Association in accordance with the implementation of the capital decrease) of the convention notice to the extraordinary general meeting dated September 1, 2020.

Berlin, September 2020

Rocket Internet SE

-3-

Disclaimer

Rocket Internet SE published this content on 10 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2020 15:59:06 UTC


© Publicnow 2020
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Managers and Directors
Oliver Christian Samwer Chief Executive & Financial Officer
Marcus Englert Chairman-Supervisory Board
Ronny Rentner Chief Technology Officer
Norbert Lang Member-Supervisory Board
Joachim Schindler Deputy Chairman-Supervisory Board
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