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    RKET   DE000A12UKK6

ROCKET INTERNET SE

(RKET)
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Rocket Internet : Report of the Management Board on Agenda Item 2 (Resolution on the authorization to acquire treasury shares and to use such shares, including the authorization to redeem acquired treasury shares and to reduce the share capital)

09/22/2020 | 10:50am EDT

Convenience Translation. The German language version shall prevail in the event of any

dispute or ambiguity.

Report of the Management Board on Agenda Item 2 (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)

With reference to the subsequently report to be issued pursuant to Article 5 SE Regulation in conjunction with Section 71 para. 1 no. 8, para. 3 sentence 1 AktG in respect of the acquisition of own shares are to be acquired on the basis of the authorization of the annual general meeting held on May 15, 2020, the Management Board issues the following report pursuant to Article 5 SE Regulation in conjunction with Section 71 para. 1 no. 8 sentence 5 AktG and Section 186 para. 4 sentence 2 AktG on Agenda Item 2 of this extraordinary general meeting in respect of the reasons for the authorization of the Management Board to exclude subscription rights of existing shareholders in case of a disposal of acquired treasury shares.

1. Reference to the report on the acquisition of own shares on the basis of the authorization of the Annual General Meeting held on May 15, 2020

By way of resolution adopted by the general meeting held on May 15, 2020 under Agenda Item 10, he Company was authorized to acquire treasury shares until May 14, 2025 in an amount of up to 10% of the Company's share capital at the time of the authorization taking effect or, if this amount is lower, at the time of its exercise. Pursuant to the resolutions adopted by the Management Board and the Supervisory Board on the day of convocation of this extraordinary general meeting, this authorization shall be used in a total volume of up to 11,996,721 Rocket Internet Shares at a purchase price (excluding ancillary purchase expenses) per Rocket Internet Share in a maximum amount up to the Offer Consideration - subject to an increase due to the binding determination of the statutory minimum price by BaFin

  • by means of a Share Buyback Program. This share buyback is executed via Xetra - trading on the Frankfurt Stock Exchange and is scheduled to commence as of September 1, 2020 and to terminate at the end of September 15, 2020. It is currently intended to either redeem the repurchased Rocket Internet Shares and decrease the
    Company's share capital accordingly or to offer them to employees of the Company or of affiliated companies for purchase in the event that stock options granted by the Company are being exercised.

Since the acquisition of own shares based on the aforementioned Share Buyback Program will not be finalized at the time of the convocation of this extraordinary general meeting, the Management Board will issue the report pursuant to Article 5 SE Regulation in conjunction with Section 71 para. 1 no. 8, para. 3 sentence 1 AktG regarding the acquisition of own shares based on the authorization of the annual general meeting held on May 15, 2020, orally as part of the extraordinary general meeting on September 24, 2020. In addition, the written report is intended to be

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made available to the shareholders without undue delay after completion of the Share Buyback Program at www.rocket-internet.com/investors/annual-general-meeting.

2. Report on Agenda Item 2

Under Agenda Item 2, the Management Board and the Supervisory Board propose to authorize the Company to acquire Rocket Internet treasury shares by September 23, 2021 in a volume of up to 10% of the Company's share capital at the at the time the resolution is adopted by the extraordinary general meeting, or if this amount is lower, at the time of its exercise.

The Company intends to publish an offer document for a Public Delisting Self - Tender Offer to all shareholders of the Company pursuant to Section 14 para. 2 and para. 3 WpÜG in conjunction with Section 39 para. 2 sentence 3 no. 1 BörsG on the basis of Agenda Item 1 shortly the date of the extraordinary general meeting to be held on September 24, 2020. Pursuant to Section 31 WpÜG and Sections 3 et seq. WpÜG-AngebV in conjunction with Section 39 para. 3 sentence 2 BörsG, the Offer Consideration in cash under the Public Delisting Self-Tender Offer (excluding ancillary acquisition expenses) has been set on the basis of, and shall correspond to, the Six-Months VWAP as statutory minimum price. Pursuant to the Company's valuation which has been based on publicly available information, the Six-Months VWAP amounts to EUR 18.57 per Rocket Internet Share. Accordingly, the Company has set the Offer Consideration under the Public Delisting Self -Tender Offer at EUR 18.57 per Rocket Internet Share, subject to BaFin notifying the Company of a higher statutory minimum price based on its determination of the Six - Months VWAP. In such case, the offer consideration under the Public Delisting Self - Tender Offer will correspond to the Six-Months VWAP as determined by BaFin as applicable statutory minimum price. The Company will publish any higher determination of the Six-Months VWAP by BaFin without undue delay.

In order to put the Company in a position, to acquire treasury shares within the legally permissible scope in the future following the revocation of the listing, it is being proposed to the extraordinary general meeting by means of the authorization set out under Agenda Item 2 to renew and adjust the authorization to acquire and use treasury shares. The authorization includes the use of treasury shares which were acquired on the basis of the existing authorization adopted by the annual general meeting held on May 15, 2020. The treasury shares may be acquired by the Company acting for itself as well as by affiliated or majority-owned companies (group companies) or by third parties acting for the account of the Company or of a group company.

  1. The acquisition of own shares may be executed over the stock exchange or, if the shares are no longer listed on the regulated market of a German stock exchange, by means of a public purchase offer or a public request to submit

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offers. As part of the acquisition of own shares, the principle of equal treatment of shareholders pursuant to Article 9 para. 1 lit. c) (ii) SE Regulation in conjunction with Section 53a AktG is to be complied with. The proposed acquisition over the stock exchange, by means of a public purchase offer or a public request to submit offers complies with this principle. If the Rocket Internet Shares are not listed on the regulated market of a German stock exchange at the time of the acquisition, an acquisition may be executed over the over-the-counter-market market, provided that the Rocket Internet Shares are traded in this market segment. If, in the event of a public purchase offer or a public request to submit offers, the number of shares offered exceeds the purchase volume set by the Company, the acquisition will be executed on a pro rata basis relative to the number of shares tendered by each shareholder. However, irrespective of the shares offered by the shareholder a purchase of a minor number of up to one hundred (100) shares per shareholder can be preferred. Shares with a price set by the shareholder at which the shareholder is prepared to sell the shares to the Company and which is higher than the purchase price set by the Company will not be considered for acquisition.

If, at the time of acquisition, the Rocket Internet Shares are admitted to trading on the regulated market of a German stock exchange, the acquisition of the own shares is carried out over the stock exchange. In this case, the purchase price per share paid by the Company (excluding ancillary acquisition costs) may not exceed or fall below the price for a share of the Company in Xetra trading (or a corresponding successor system) ascertained on the stock exchange trading day (in Frankfurt am Main) by the opening auction by more than 10%.

If, at the time of acquisition, the shares are not admitted to trading on the regulated market of a German stock exchange, the purchase price offered in such a case or - if the shares are acquired by means of a public purchase offer or a public request to submit offers - the limits of the purchase price range offered per Rocket Internet Share (excluding ancillary acquisition expenses) may not exceed or fall below a value of EUR 18.57 by more than 10%, i.e., resulting in a purchase price range between EUR 16.71 and EUR 20.43.

The shares acquired on the basis of this authorization, together with other treasury Rocket Internet Shares which the Company has already acquired and continues to hold - - with the exception of treasury shares acquired by the Company on the basis of the authorization adopted pursuant to Agenda Item 1 b) in accordance with Section 71 para. 1 no. 6 AktG and which are yet to be used for the purpose of redemption pursuant to Sections 237 et seq. AktG or which are attributable to the Company according to Article 5 SE

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Regulation in conjunction with Section 71a et seq. AktG, shall at no time exceed 10% of the relevant share capital of the Company.

  1. The authorization proposed under Agenda Item 2 further provides that acquired treasury shares may not only be sold through the stock exchange (if the shares are no longer admitted to trading on the regulated market of a German stock exchange at the time of their sale, including the over -the- counter market, provided that the Rocket Internet Shares are traded in this market segment) or offered by way of an offer to all shareholders, but also be used for all legally permissible purposes including in the following manner:
    • The proposed authorization provides that acquired treasury shares may be redeemed without any further resolution by a general meeting. The redemption of treasury shares generally leads to a decrease in the
      Company's share capital. However, the Management Board is authorized to redeem the Company's treasury shares in the simplified redemption procedure without decreasing the share capital pursuant to Article 5 SE Regulation in conjunction with Section 237 para. 3 no. 3 AktG. As a result, the proportion of the other shares in the share capital would increase proportionately in accordance with Article 5 SE Regulation in conjunction with Section 8 para. 3 AktG (notional amount).
    • On September 8, 2014, the extraordinary general meeting resolved on authorizations to issue share options to Mr. Oliver Samwer, further members of the Management Board, and to selected leading employees of the Company and affiliates of the Company. The underlying share option programmes - the Share Option Program 2014/II as amended by the General Meeting on 2 June 2017 - (the "Share Option Program 2014") serve the targeted incentivization of the participants in the program and are at the same time targeted to bind the participants to Rocket Internet. The Share Option Program 2014 provides that during the term of the programs up to 10,546,825 share options to up to 10,546,825 no-par value bearer shares of the Company will be granted to participants in the program (if share options of members of the Management Board of the Company are serviced, the Supervisory Board decides). It is provided that the Company, apart from shares out of conditional capital (in particular Conditional Capital 2014 / I and Conditional Capital 2014 / II), is also intended to be able to use its treasury shares to service share options issued. The transfer of the Company's treasury shares instead of availing of any conditional capital available can be a financially useful alternative because it avoids to a great extent the expense and other dilutive effects from a capital increase and the admission of new shares. Therefore, the exclusion of subscription rights is in principle in the interests of the

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Company and its shareholders. This authorization is limited to 10% of the share capital at the time of passing of the resolution or - if less - at the time of exercising this authorization. The shares issued out of authorized capital and/or conditional capital during the term of this authorization to employees and/or members of management bodies of the Company and/or its affiliates are to be credited against the said 10% limit.

  • Furthermore, it is intended to enable the Management Board, with consent of the Supervisory Board, to offer and transfer treasury shares as consideration within the context of mergers or as consideration for the acquisition of companies, operations, parts of companies or equity interests. The authorization proposed for this reason is intended to strengthen the Company in the competition for interesting acquisition targets and to enable it to react rapidly, in a flexible manner, and without impairing liquidity to acquisition opportunities arising. The proposed exclusion of existing shareholders' subscription rights takes this into account and the commercial rationale of this type of use of treasury shares does not necessarily cease to apply following the delisting of Rocket Internet Shares from trading on the regulated market of a German stock exchange. The Management Board decides, on an individual basis, guided solely by the Company's and shareholders' interests, on whether to use treasury shares or shares from authorized capital. When valuing the treasury shares and the consideration for them, the Management Board will procure that shareholders' interests are safeguarded adequately. If a stock exchange price is available for the Rocket Internet Shares, the Management Board shall take such price into account; however, no schematic linking to a stock exchange price is intended, in particular in order to enable the Management Board to assess the informative value of such a stock exchange price after a revocation of the Company's shares admission to trading on the regulated market of a German stock exchange (e.g., in the case of inclusion of the shares in over -the-counter trading) and to ensure that results of negotiations cannot be called into question by fluctuations of a stock exchange price.
  • It is intended that the Management Board be enabled with the consent of the Supervisory Board to sell acquired shares of the Company for cash to third parties with the exclusion of the subscription rights of the shareholders if the sale price for each share does not significantly fall below the stock exchange price of shares of the Company at the time of the sale. The prerequisite for this authorization to use treasury shares is that the Rocket Internet Shares are listed on the regulated market of a German stock exchange. This authorization uses the option of a simplified exclusion of subscription rights pursuant to Article 5 SE Regulation in conjunction with Section 71 para. 1 no. 8 sentence 5 AktG in analogous

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application of Section 186 para. 3 sentence 4 AktG. This enables the Management Board to swiftly and flexibly take advantage of favorable stock market situations and achieve, through setting a price in line with market conditions, the highest possible resale price and thereby usually achieve strengthening of equity capital or access to a new group of investors.

The authorization is subject to the condition that the shares issued under exclusion of the subscription right may not exceed a total of up to 10% of the Company's share capital at the time of the authorization taking effect or, if this amount is lower, at the time of its exercise.

Any shares issued during the term of the share resale authorization in direct or analogous application of Section 186 para. 3 sentence 4 AktG are to be credited against this limit. Shares issued or to be issued to service conversion or option bonds or profit rights with conversion or option rights also fall hereunder if these bonds are issued or sold during the term of this authorisation up to this time with the exclusion of subscription rights analogously Section 186 para. 3 sentence 4 AktG.

The asset and voting right interests of the shareholders are reasonably protected by this manner of sale of treasury shares. Besides, the shareholders generally have the option of maintaining their participation level at comparable conditions by purchasing shares over the stock exchange.

  • In addition, the Company shall be able to use treasury shares to service acquisition obligations or acquisition rights to Rocket Internet Shares out of or in connection with convertible bonds, warranty bonds, or participation rights with conversion or option bonds or profit rights issued by the Company or one of its group companies. For this purpose, the subscription rights of shareholders must be excluded. This applies even in the case of a sale of the Company's treasury shares by public offer to all shareholders for the possibility of granting creditors of such instruments subscription rights to shares to the extent to which they would be entitled if the relevant conversion or option rights had already been exercised (protection against dilution).
    The authorization is subject to the condition that the shares issued under exclusion of the subscription right may not exceed a total of up to 10% of the Company's share capital at the time of the authorization taking effect or, if this amount is lower, at the time of its exercise.
    Any shares issued or disposed of during the term of the share resale authorization in direct or analogous application of Section 186 para. 3

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sentence 4 AktG are to be credited against this limit. Shares issued or to be issued or to be disposed of to service conversion or option bonds or profit rights with conversion or option rights also fall hereunder if these bonds are issued or sold during the term of this authorisation up to this time with the exclusion of subscription rights analogously Section 186 para. 3 sentence 4 AktG.

The Management Board will report on any use of this authorization as part of the next general meeting pursuant to Article 5 SE Regulation in conjunction with Section 71 para. 3 sentence 1 AktG.

* * *

Rocket Internet SE

The Management Board

Oliver Samwer

Soheil Mirpour

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Disclaimer

Rocket Internet SE published this content on 01 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2020 14:49:07 UTC


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Managers and Directors
NameTitle
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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