Joint Report. of the management board of Rocket Internet SE, Berlin, and. of the management of GFC Global Founders Capital GmbH, Berlin,

Transcription

1 Convenience Translation. The German language version shall prevail in the event of any dispute or ambiguity. Joint Report of the management board of Rocket Internet SE, Berlin, and of the management of GFC Global Founders Capital GmbH, Berlin, in accordance with Sec. 293a AktG regarding the conclusion and content of the Profit and Loss Transfer Agreement dated 19 April 2018 by and between Rocket Internet SE, Berlin, and GFC Global Founders Capital GmbH, Berlin I. Recitals The management board of Rocket Internet SE with registered office in Berlin, registered in the commercial register of the local court (Amtsgericht) of Berlin (Charlottenburg) under HRB B (hereinafter also referred to as the Parent Company ) and the management of GFC Global Founders Capital GmbH with registered office in Berlin, registered in the commercial register of the local court (Amtsgericht) of Berlin (Charlottenburg) under HRB B (hereinafter also referred to as the Subsidiary ) hereby jointly present the following report in accordance with Sec. 293a of the German Stock Corporation Act (Aktiengesetz AktG ) (hereinafter also referred to as the Agreement Report ) regarding the Profit and Loss Transfer Agreement by and between the Parent Company and the Subsidiary dated 19 April 2018 (hereinafter also referred to as the Agreement ). The Agreement is attached to the Agreement Report as Annex 1. The Agreement Report is to inform the shareholders of the Parent Company in preparation of the Parent Company s general meeting on 8 June II. Introduction The Agreement between the Subsidiary as profit transferring company and the Parent Company as the other party to the Agreement was signed by the management of the Page 1/14

2 Subsidiary and by the management board of the Parent Company on 19 April In the Agreement, the Subsidiary agrees to transfer all of its profits to the Parent Company. The Parent Company in turn agrees in the Agreement to assume the losses of the Subsidiary. The Agreement requires approval of the Parent Company s general meeting and approval of the shareholders meeting of the Subsidiary in order to be effective. The Parent Company s general meeting will resolve on the approval of the Agreement on 8 June The Subsidiary s shareholders meeting will resolve on the approval of the Agreement on 24 April The Agreement will be effective upon the entry of its existence in the commercial register at the seat of the Subsidiary. However, the obligations to transfer profits and to assume losses apply from the start of the fiscal year in which the Agreement becomes effective. III. Parties to the Agreement 1. Parent Company Rocket Internet SE is a European company (Societas Europea (SE)) with its registered office in Berlin. It is registered in the commercial register of the local court (Amtsgericht) of Berlin (Charlottenburg) under HRB B. Rocket Internet group is a group of companies with international operations specialised in the development and implementation of new business concepts, in particular in the areas of Internet, online services, e-commerce, telecommunications, media, IT, technologies. The group s portfolio contains more than 100 companies all over the world. According to its Articles of Association, the objects of the Parent Company are developing and implementing new business concepts, in particular focussing on areas such as Internet, online services, e-commerce, telecommunications, media, IT, technologies. The objects also include forming, establishing and developing new companies and acquiring interests in companies to pursue such business concepts. In addition, the objects of the company include providing services and consulting services not requiring a permit for these companies in the areas of IT, marketing, distribution, HR development, financing and project development and managing interests held by the Company in other companies as well as other company assets. The Parent Company can carry out all transactions associated with or promoting or directly or indirectly conducive to the objects of the Company. It can participate or invest in other businesses or companies having the same or similar objects. The Parent Company can limit its objects to any part of the activities covered and establish branches. Page 2/14

3 The Parent Company s share capital amounts to EUR 165,140, at the time of this Agreement Report and is divided into 165,140,790 no-par value shares (shares without nominal value), each representing a share of EUR 1.00 in the Parent Company s share capital. At the time of this Agreement Report, the Parent Company holds 1,041,167 treasury shares. The management board is authorised to increase the Parent Company s share capital with the supervisory board s approval once or several times in the period before 22 August 2019 by an aggregate amount of up to EUR 15,012, by issuing up to 15,012,592 new no-par value bearer shares for cash and/or contributions in kind (Authorised Capital 2014). The management board is also authorised to increase the Parent Company s share capital with the supervisory board s approval once or several times in the period before 1 June 2022 by up to EUR 67,557, by issuing up to 67,557,803 new no-par value bearer shares for cash and/or contributions in kind (Authorised Capital 2017). The Parent Company s share capital is conditionally increased by up to EUR 4,541, by issuance of up to 4,541,712 no-par value bearer shares (Conditional Capital 2014/I). In addition, the Parent Company s share capital is conditionally increased by up to EUR 6,005, by issuance of up to 6,005,113 no-par value bearer shares (Conditional Capital 2014/II). Furthermore, the Parent Company s share capital is conditionally increased by up to EUR 72,000, by issuance of up to 72,000,000 new no-par value bearer shares entitled to dividend (Conditional Capital 2015/2017). The Parent Company s shares are traded on the regulated market (Prime Standard) at the Frankfurt Stock Exchange under ISIN DE000A12UKK6, WKN A12UKK and are listed in the MDAX. The Parent Company is legally represented by two members of the management board or by one member of the managing board together with an authorised representative (Prokurist). If only one member of the management board has been appointed, such member represents the Parent Company alone. Otherwise, the Company is represented by authorised representatives (Prokuristen) or other authorised signatories as specifically determined by the management board. The supervisory board can determine, generally or for a specific case, that individual or all members of the management board are authorised to represent the Parent Company in legal transactions with themselves acting as representatives of a third party. Sec. 112 AktG is not affected hereby. At the time of this Agreement Report, the management board Page 3/14

4 has the following members: Oliver Samwer (Chairman), Peter Kimpel and Alexander Kudlich. Pursuant to Article 10 (1) of the Parent Company s Articles of Association, the Parent Company s supervisory board consists of eight members elected by the general meeting. At the time of this Agreement Report, the Parent Company s supervisory board has the following members: Prof. Dr. Marcus Englert (Chairman), Norbert Lang (Vice Chairman), Prof. Dr. h.c. Roland Berger, Stefan Krause, Pierre Louette, Prof. Dr. Joachim Schindler, Daniel Shinar and Christopher H. Young. At the time of this Agreement Report, the Parent Company has 176 employees. The Parent Company is fully liable to pay corporation tax and trade tax in Germany. The Parent Company s fiscal year is the calendar year. The Parent Company exists for more than ten years and has formed and established some of the biggest internet companies with its business concept during this period. The investment concept focuses on the internet sector and is based on identifying companies with attractive business models throughout the world. Their development is supported with operational expertise and capital which promotes entrepreneurship. Due to the development of market-leading internet companies which can be sold for profit, the Parent Company constitutes an opportunity for its shareholders to make a diversified investment in a global market sector. In the last fiscal year, which ended on 31 December 2017, the Parent Company generated annual net profit of EUR 38,357, For further details regarding the economic situation of the Parent Company and of Rocket Internet group, please see the last three approved annual financial statements, approved consolidated financial statements and group management reports for the fiscal years 2015 to 2017, which in addition to this Agreement Report will be available for inspection at the business premises of the Parent Company and the Subsidiary in accordance with Sec. 293f (1) sentence 1 No. 2 AktG from convocation of the Parent Company s general meeting and will also be available on the website of the Parent Company at 2. Subsidiary GFC Global Founders Capital GmbH is a German limited liability company (Gesellschaft mit beschränkter Haftung) with registered office in Berlin. It is registered in the commercial register of the local court (Amtsgericht) of Berlin (Charlottenburg) under HRB B. Page 4/14

5 According to the Subsidiary s Articles of Association, the objects of the company are managing its own assets, in particular acquiring, managing and selling interests held in other companies in Germany and abroad. The Subsidiary may do anything which is appropriate to directly or indirectly promote the objects of the Company, in particular take over other companies of the same or a similar kind, represent such companies or acquire interests in other companies and set up branches and also establish companies. The Subsidiary has a share capital of EUR 25, The Parent Company is the sole shareholder of the Subsidiary. According to Article 4 (1) of the Subsidiary s Articles of Association, the Subsidiary has one or several managing director(s). At the time of this Agreement Report, the Subsidiary s management has the following two members: Arnt Jeschke and Christian Senitz. If only one managing director has been appointed, the managing director represents the Subsidiary alone in accordance with Article 4 (1) sentence 2 of the Subsidiary s Articles of Association. If several managing directors have been appointed, the Subsidiary is represented by two managing directors acting jointly or by one managing director together with one authorized representative (Prokurist), Article 4 (1) sentence 3 of the Subsidiary s Articles of Association. The shareholders meeting can grant one or several or all managing director(s) sole power of representation and/or release one, several or all managing director(s) from the restrictions under Sec. 181 of the German Civil Code (Bürgerliches Gesetzbuch BGB). At the time of this Agreement Report, each of the acting managing directors is released from the prohibition to represent several parties in a transaction under Sec nd alternative BGB. The Subsidiary has no employees. The Subsidiary is fully liable to pay corporation tax and trade tax in Germany. The Subsidiary emerged as a limited liability company under German law in April 2017 from the cross-border reorganisation of a Luxembourg company, GFC Global Founders Capital S.à r.l. The Subsidiary is a company focusing on investments in other companies from the early stage to established companies worldwide, accordingly purchasing, selling and managing shares held in companies. In view of the fact that the shareholding is based on long-term holding of the shares, the Subsidiary did not yet achieve any profit. In the fiscal year 2015 the Subsidiary generated a loss in the amount of EUR 315, The balance sheet total for the fiscal year 2015 was EUR EUR 25,805, Page 5/14

6 In the fiscal year 2016, the financial statement stated a loss in the amount of EUR 14,586, The balance sheet of the Subsidiary as of 31 December 2016 shows a balance sheet total of EUR 37,132, The financial statement of the Subsidiary for the fiscal year 2017 has not been prepared at the time of this Agreement Report, but will have been prepared at the time of the convocation of the general meeting of the Parent Company. On the basis of preliminary determined numbers, the Subsidiary expects that the loss in the fiscal year 2017 will amount to approximately EUR 9,000, For further details regarding the economic situation of the Subsidiary, please see the financial statements of GFC Global Founders Capital S.à r.l. for the fiscal years 2016 and 2015 which were prepared in accordance with the provisions applicable to this company prior to GFC Global Founders Capital S.à r.l. becoming the Subsidiary by cross-border reorganisation in The financial statement of the Subsidiary for the fiscal year 2017 has not been prepared at the time of this Agreement Report, but will have been prepared at the time of the convocation of the general meeting of the Parent Company. The annual accounts will be available for inspection in addition to this Agreement Report at the business premises of the Parent Company and the Subsidiary in accordance with Sec. 293f (1) sentence 1 No. 2 AktG from convocation of the Parent Company s general meeting and will also available on the website of the Parent Company at IV. Legal and economic reasons for the conclusion of the Agreement The conclusion of the Agreement is intended to create a tax group for corporation and trade tax and therefore bring about a consolidation of the results. This facilitates an ongoing equalisation of results with the Rocket Internet group. Concluding the Agreement creates the possibility if a tax group exists of offsetting losses with direct tax impact. At the same time, concluding the Agreement enables the above objective to be achieved while maintaining the legal independence of both companies. The Parent Company holds all shares in the Subsidiary. Concluding a profit and loss transfer agreement creates the possibility of establishing a tax group both for corporation tax and trade tax between the Parent Company and the Subsidiary. Due to the tax group relationship, the income of the Subsidiary is attributed directly to the Parent Company for corporation and trade tax purposes. This means that positive and negative results can be offset for tax purposes within the tax group at the level of the Parent Company. This can lead to tax advantages depending of the taxable results of the companies included in the tax group. Setting-off taxable results in this way is not possible without a profit and loss transfer agreement; profits of the Subsidiary could at most be paid out to the Parent Company by means of a distribution of profit. In this case, in principle 5 % of the profit distribution would be subject to corporation and trade tax at the Parent Company according to current tax law. Page 6/14

7 There is no economically viable alternative to the conclusion of the profit and loss transfer agreement. The conclusion of a profit and loss transfer agreement is in accordance with Sec. 14 (1) sentence 1 German Corporation Tax Act (Körperschaftsteuergesetz KStG) in conjunction with Sec. 17 (1) KStG and Sec. 2 (2) sentence 2 Trade Tax Act (Gewerbesteuergesetz GewStG) a mandatory requirement for the tax group for corporation and trade tax between the Subsidiary and the Parent Company. The tax advantages described above can only be realised with a profit and loss transfer agreement. Changing the legal form of the Subsidiary by converting it into a partnership does not lead to any comparable result in terms of tax because the Subsidiary s income would be taxable for the purposes of trade tax at the level of the partnership, while in the case of a tax group it has to be taxed at the level of the Parent Company and can be set off against negative income there. A merger of the Subsidiary into the Parent Company is not a preferential alternative because the Subsidiary would then lose its legal independence. Such a change to the legal organisation of the Rocket Internet group is currently not intended. The additional conclusion of a control agreement was not necessary, because the Parent Company as sole shareholder has sufficient possibilities for exerting influence on the Subsidiary. The shareholders meeting of the Subsidiary therefore has the right to issue instructions to its management. V. Explanations regarding the content of the Agreement The Agreement is a profit and loss transfer agreement within the meaning of Sec. 291 (1) sentence 1, alternative 2 AktG, which can be concluded without having to be notarised. It requires the consent of the general meeting of the Parent Company and the shareholders meeting of the Subsidiary. Its existence has to be entered in the commercial register of the Subsidiary. The Agreement s content is based on the requirements set forth in Sections 291 et seqq. AktG and is essentially limited to the required provisions, supplemented by provisions resulting from the requirements for the recognition of the endeavoured income tax group. The following is to be noted with respect to the individual provisions of the Agreement: 1. Transfer of Profits ( 1 of the Agreement) 1 (1.1.) of the Agreement contains the characteristic profit and loss transfer agreement obligation of the Subsidiary to transfer its entire profit to the other contractual partner. The Subsidiary accordingly undertakes to transfer its entire profit Page 7/14

8 determined on the basis of the relevant German Commercial Code (Handelsgesetzbuch HGB) provisions to the Parent Company. Profit transfer in accordance with Sec. 14 (1) sentence 1 KStG in conjunction with Sec. 17 sentence 1 KStG is mandatory for the tax group between the Subsidiary and the Parent Company to be effective. The scope of the profit transfer is described in more detail in 1 (1.1) sentence 2, (1.2) and (1.3) of the Agreement. 1 (1.1) sentence 2 of the Agreement, however, makes it clear in this respect that Sec. 301 AktG applies in addition to and with precedence over 1 (1.2) and (1.3) of the Agreement. The provision in Sec. 301 AktG regarding the maximum amount of profit transferred is accordingly included in the Agreement as amended from time to time, i.e. by dynamic reference. This dynamic reference takes into account possible future changes to the deductions referred to in Sec. 301 AktG. According to Sec. 301 AktG in its currently valid version, the highest amount of profit a company can transfer is its annual net income arising without the profit transfer and after deduction of any loss carried forward from the previous year and the amount which is to be allocated to the statutory reserves in accordance with Sec. 300 AktG and the amount which may not be distributed in accordance with Sec. 268 (8) HGB. The income tax group in principle requires the transfer of the Subsidiary s entire profit; the creation of revenue reserves from the income generated by the Subsidiary is only permissible subject to specific requirements. In accordance with 1 (1.2) of the Agreement, the Subsidiary can only allocate amounts from its annual net income to other revenue reserves pursuant to Sec. 272 (3) HGB with the exception of the statutory reserves to the extent that this takes place with the consent of the Parent Company and to the extent permitted by commercial law and in accordance with reasonable commercial judgement. This formulation is based on the wording of Sec. 14 (1) sentence 1 no. 4 KStG in conjunction with Sec. 17 sentence 1 KStG. There must be a specific reason for the creation of the reserve. The profit to be transferred from the Subsidiary to the Parent Company is then reduced to this extent. Other revenue reserves created during the term of the Agreement in accordance with Sec. 272 (3) HGB are in accordance with the provision in 1 (1.3) sentence 1 of the Agreement to be dissolved or transferred as profits. The transfer of income from the dissolution of revenue reserves of the Subsidiary created before the Agreement commenced is not permitted; the same applies with respect to any profits carried forward which exist when the Agreement commences, 1 (1.3) of the Agreement. In accordance with 1 (1.4) of the Agreement, the entitlement to profit transfer becomes due at the close of the last day of the fiscal year of the Subsidiary (currently 31 December). Page 8/14

9 The provisions agreed in 1 of the Agreement are typical provisions relating to profit transfer in profit and loss transfer agreements and closely follow the statutory regulations. 2. Assumption of Losses ( 2 of the Agreement) The obligation of the Parent Company provided for in Sec. 302 AktG to compensate for the losses of the Subsidiary is the counterpart to the obligation to transfer profits. An assumption of losses is in accordance with Sec. 302 AktG a necessary consequence of a profit and loss transfer agreement. Based on the obligation to compensate for losses, the Parent Company effectively assumes the economic risk of the Subsidiary (see Section III.2 of this Agreement Report regarding the economic situation of the Subsidiary). This obligation ensures that the equity of the Subsidiary carried on the balance sheet when the Agreement takes effect is not reduced during the term of the Agreement. This obligation to compensate for losses serves to safeguard the equity interests of the Subsidiary, its shareholders and its creditors while the Agreement exists. According to 2 of the Agreement, the provisions of Sec. 302 AktG as amended apply accordingly to the assumption of losses. In order for the tax group between the Subsidiary and the Parent Company to be effective, it is mandatory in accordance with Sec. 17 sentence 2 no. 2 KStG that the assumption of losses is agreed with reference to the provisions of Sec. 302 AktG as amended. In accordance with the version of Sec. 302 (1) AktG valid at the time this Agreement Report is presented, the Parent Company s obligation to assume losses only applies to the extent that any other annual net loss which occurs is not compensated for by withdrawing amounts which have been paid into other revenue reserves during the term of the Agreement from such reserves. Therefore, if other revenue reserves have been created during the term of the Agreement, they can be dissolved to compensate for losses in subsequent fiscal years instead this being brought about by the Parent Company making compensation payments. In accordance with 2 sentence 2 of the Agreement, the obligation to assume losses arises in each case at the end of the Subsidiary s fiscal year (currently 31 December). The entitlement to the compensation of losses becomes due on this date. The provisions agreed in 2 of the Agreement are typical provisions relating to the compensation of losses in profit and loss transfer agreements and closely follow the statutory regulations. Page 9/14

10 3. Advance Payments ( 3 of the Agreement) 3 (3.1) of the Agreement provides that the Parent Company can during the year effect advance payments of the profits likely to be transferred. This is, however, only possible to the extent legally permissible and, if in reasonable commercial assessment, the liquidity of the Subsidiary allows such payments. This ensures that the Subsidiary s liquidity remains sufficiently safeguarded. In line with the advance payment of profits likely to be transferred, 3 (3.2) of the Agreement states that the Subsidiary can effect advance payments of the annual losses likely to be compensated. This provision also serves to ensure that the Subsidiary has sufficient liquidity. Further arrangements regarding advance payments are contained in 3 (3.3) of the Agreement. Accordingly, the advance payments do not bear interest and are credited against any profit to be transferred or loss to be compensated for at the end of the fiscal year. It is stated that any overpayments made by the Subsidiary constitute a loan granted by the Subsidiary to the Parent Company, while any overpayments made by the Parent Company are to be reimbursed. This ensures that loss compensation covers the loss amount to be compensated for, but any excessive burden on the Parent Company due to payments in excess of the amount to be compensated is avoided. 4. Right to Information ( 4 of the Agreement) In 4 of the Agreement the Parent Company is granted a right to inspect the books and other business records of the Subsidiary. The Subsidiary s management is also obliged to provide the Parent Company at any time with information regarding the affairs of the Subsidiary. This provision takes account of the Parent Company s interest in being informed about the Subsidiary s business development and being able to calculate any entitlements to the transfer of any profit or obligation to compensate any loss. 5. Effectiveness and Term ( 5 of the Agreement) It is first of all clarified in 5 (5.1.) sentence 1 of the Agreement that in order to be effective the Agreement requires the consent of the general/shareholders meetings of the Subsidiary and the Parent Company. In accordance with 5 (5.1) sentence 2, the Agreement becomes effective when it is entered in the commercial register at the seat of the Subsidiary and according to 5 (5.1) sentence 3, first applies to the fiscal year of the Subsidiary in which the Agreement is entered in the commercial register. In accordance with the intention of the parties, this is to be fiscal year which begins on 1 January 2018 and ends on 31 December The contractual provisions therefore have retroactive effect to the beginning of the Subsidiary s fiscal year in which the Agreement is entered in the Page 10/14

11 commercial register. This retroactive effect is necessary so that the tax advantages of the tax group can already be used for the fiscal year in which the Agreement is entered in the commercial register. Provisions regarding the term and termination of the Agreement follow. In accordance with 5 (5.2.) of the Agreement, the Agreement is entered into for an indefinite period of time. It can be terminated both by the Parent Company and the Subsidiary subject to a notice period of six months with effect at the end of any fiscal year of the Subsidiary. In view of Sec. 14 (1) sentence 1 no. 3 KStG in conjunction with Sec. 17 sentence 1 KStG, however, a fixed minimum term of five calendar years following the begin of the Subsidiary s fiscal year in which the Agreement is entered in the commercial register of the Subsidiary is agreed. Any termination of the Agreement subject to due notice is excluded during this fixed minimum term. This ensures compliance with the minimum term required for recognition of a tax group. The right to terminate the Agreement without notice for cause remains unaffected in accordance with 5 (5.3) sentence 1 of the Agreement. 5 (5.3) sentence 2 of the Agreement specifies the reasons which can in the individual case in particular lead to termination without notice for cause. Accordingly, termination without notice for cause in particular comes into consideration if the Parent Company sells all shares in the Subsidiary or sells shares which results in the consequence that the requirements for financial integration under tax law are no longer met. The contribution of shares in the Subsidiary by the Parent Company and any transformation, spin-off, merger or liquidation of the Parent Company or the Subsidiary can also constitute good cause for termination without observance of a notice period. In accordance with Sec. 297 AktG and in accordance with Sec. 14 (1) sentence 1 no. 3 sentence 2 KStG in conjunction with Sec. 17 sentence 1 KStG there is also the possibility to terminate the Agreement prematurely and without notice for cause which cannot be contracted out. It is clarified in 5 (5.3) sentence 3 of the Agreement that in the event of termination for cause the obligation to transfer any profit or compensate any loss is limited with respect to the current financial year of the Subsidiary in which the termination for cause takes place to the profit or loss of the Subsidiary that arises in the period from the beginning of that financial year until the termination for cause becomes effective. It is agreed in 5 (5.4) of the Agreement that the Parent Company must provide security to the creditors of the Subsidiary in accordance with Sec. 303 AktG if the Agreement is terminated. This provision serves to protect the Subsidiary s creditors. 6. Miscellaneous ( 6 of the Agreement) 6 of the Agreement contains general provisions regarding applicable law, the relationship between the German and English versions of the Agreement, jurisdiction and the formal requirements for changes or additions to the Agreement. Page 11/14

12 In accordance with 6 (6.1) of the Agreement, the Agreement is governed by German law with the exception of conflict of laws rules. It is also agreed in 6 (6.2) that to the extent permitted by law, the Regional Court (Landgericht) of Berlin has jurisdiction for any disputes arising under or in connection with the Agreement. In accordance with 6 (6.3) of the Agreement, amendments and supplements to the Agreement, including the clause requiring written form, as well as any declarations to be made under the Agreement require written form, unless notarisation is required. Sec. 6 (6.4) of the Agreement contains a normal so called severability clause and is intended to ensure that the Agreement can be upheld even if individual provisions of the Agreement should prove completely or partially invalid or unenforceable or contain any gaps. In 6 (6.5) of the Agreement, it is in conclusion clarified with respect to the two versions of the Agreement, i.e. the German and the English version that the German wording of the Agreement is binding in the event of any contradictions or discrepancies. These clauses are in line with normal clauses to ensure that contracts can be upheld in the event of invalid provisions, and that applicable law and interpretation as well the form of changes in contracts are determined. 7. No compensation and no consideration Since the Parent Company is the sole shareholder of the Subsidiary and the Subsidiary does not have any external shareholders, it was not necessary to include any provisions regarding compensation payments in accordance with Sec. 304 AktG or consideration offers in accordance with Sec. 305 AktG to be made to external shareholders of the Subsidiary in the Agreement. 8. No special consequences of the Agreement for the holdings of the Shareholders Apart from the Parent Company s obligation to assume losses, no special consequences result for the holdings of shareholders because due to the Subsidiary not having any external shareholders, no compensation or consideration payments are owed by the Parent Company. 9. No review of the Agreement Since the Parent Company is the sole shareholder of the Subsidiary, the Agreement did not require review by one or more specialist auditors as contract auditors in Page 12/14

13 accordance with Sec. 293b (1) AktG. Such a review therefore has not and will not take place. The overall assessment of the Agreement is that it is advantageous both for Rocket Internet SE as Parent Company and GFC Global Founders Capital GmbH as Subsidiary. signatures follow on next page Page 13/14

14 Berlin, 24 April 2018 Oliver Samwer Rocket Internet SE Member of the Management Board Arnt Jeschke GFC Global Founders Capital GmbH Managing Director Peter Kimpel Rocket Internet SE Member of the Management Board Christian Senitz GFC Global Founders Capital GmbH Managing Director Alexander Kudlich Rocket Internet SE Member of the Management Board Page 14/14