COLOMBIA LÍDER EN LA LUCHA CONTRA EL CAMBIO CLIMÁTICO

The offering (including any potential over-allotment) relates to the sale of 37,882,353 Offer Shares with no par value (Stückaktien), each representing a notional value of €1.00 and with full dividend rights from January 1, 2014, consisting of:

Š 32,941,177 newly issued bearer shares with no par value (Stückaktien) from a capital increase (the

“IPO Capital Increase”) against contribution in cash expected to be resolved by the Issuer’s management board on October 6, 2014, to be approved by a committee of the Issuer’s supervisory board on the same day, utilizing the Authorized Capital 2014 under exclusion of the subscription rights of existing shareholders of the Issuer (the “New Shares”); and

Š 4,941,176 ordinary bearer shares with no-par value (Stückaktien) from the holdings of GFG to cover a potential over-allotment (the “Over-Allotment Shares” and, together with the New Shares, the “Offer Shares”).

The offering consists of a public offering of the Offer Shares in Germany and the Grand Duchy of Luxembourg (“Luxembourg”) and private placements of the Offer Shares in certain jurisdictions outside Germany and Luxembourg. In the United States, the Offer Shares will be offered for sale to persons who are qualified institutional buyers as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and qualified purchasers as defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). Outside the United States, the Offer Shares will be offered to non-U.S. persons in reliance on the exemption from registration provided by Regulation S (“Regulation S”) under the Securities Act. As part of the offering, Offer Shares in an aggregate investment amount of €582.5 million will be acquired by Scottish Mortgage Investment Trust Plc (“SMIT”), J.P. Morgan Securities LLC (“JPM”), FAR Global Private Markets Ltd. (“FAR”), Discovery Global Opportunity Master Fund, Ltd.

(“Discovery”), Makshaff Trading Investments Company Limited (“Makshaff”) and Credit Suisse AG (“Credit Suisse”, together with SMIT, JPM, FAR, Discovery and Makshaff, the “Cornerstone Investors”), who have agreed, subject to certain termination rights and the condition precedent of the closing of the offering, to purchase Offer Shares at the offer price. Each Cornerstone Investor has been guaranteed full allocation of such number of Offer Shares for which it has provided a purchase commitment.

The capital increase out of the Authorized Capital 2014 (see “Description of Share Capital of Rocket Internet AG and Applicable Regulations—Authorized Capital”) to create the New Shares, which is expected to be resolved by the Management Board with the approval of a committee of the Supervisory Board of the Issuer on or around October 6, 2014 and is expected to be registered with the Commercial Register on October 8, 2014, would result in a capital increase of the Issuer’s share capital of up to€32,941,177.00. Upon registration of the capital increase with the Commercial Register, the New Shares are issued. Assuming this capital increase is resolved by the Management Board with the approval of a committee of the Supervisory Board of the Issuer and registered with the Commercial Register in the maximum amount, the share capital of the Issuer will amount to

€153,043,432.00. Assuming further a complete exercise of the Greenshoe Option, the Issuer will issue additional 4,941,176 ordinary bearer shares with no-par value from the Authorized Capital 2014. In such event, the Issuer’s share capital will amount to a total of€157,984,608.00. The share capital of the Issuer represented by the Offer Shares that are the subject of the offering including potential over-allotments will total€37,882,353.00 million.

Thus, approximately 24.0% of the Issuer’s shares (after effectuation of the issuance of all New Shares and of all shares under the Greenshoe Option) will be offered. Without the Over-Allotment Shares, approximately 21.5% of the Issuer’s shares (after effectuation of the issuance of all New Shares) will be offered.

Immediately prior to the offering, all of the Issuer’s share capital was held by GFG, Emesco, United Internet Ventures AG, Philippine Long Distance Telephone Company, AI European Holdings S.à r.l. and Holtzbrinck Ventures. For more information, see “Information on the Existing Shareholders”. Following completion of the offering and assuming full placement of the Offer Shares, issuance of all New Shares and full exercise of the Greenshoe Option (see “—Stabilization Measures, Over Allotments and Greenshoe Option”), the existing shareholders will hold approximately 76.0% of the Issuer’s share capital. The Issuer will receive the proceeds of the offering resulting from the sale of the New Shares and, if and to the extent the Greenshoe Option is exercised, from the exercise of the Greenshoe Option, in each case after deduction of fees and commissions.

The Underwriters are acting in the following capacities: Berenberg, Morgan Stanley and J.P. Morgan are acting as Joint Global Coordinators, BofA Merrill Lynch, Citigroup and UBS together with Berenberg, Morgan Stanley and J.P. Morgan are acting as Joint Bookrunners.

Price Range, Offer Period, Offer Price and Allotment

The price range within which purchase orders may be placed is€35.50 to €42.50 per Offer Share (the

“Price Range”).

The offer period, during which investors may submit purchase orders for the shares, is expected to begin on September 24, 2014 and is expected to end on October 7, 2014, at 12:00 noon CEST (Central European Summer Time) for private investors (natural persons) and at 16:00 CEST (Central European Summer Time) for institutional investors (the “Offer Period”). Private investors (natural persons) may submit purchase orders for the public offering in Germany and Luxembourg during the Offer Period at the branch offices of the Underwriters. Purchase orders must be denominated in full euro amounts or euro cent figures of 25, 50, or 75 cents. Multiple purchase orders are permitted.

The Issuer, together with the Joint Global Coordinators, reserves the right to increase or decrease the total number of Offer Shares, to increase or decrease the upper limit and/or the lower limit of the Price Range and/or to extend or shorten the Offer Period. The Offer Period will at least last 6 days. Changes in the number of Offer Shares, changes to the Price Range or the extension or shortening of the Offer Period will not invalidate any offers to purchase that have already been submitted. If such change requires the publication of a supplement to this prospectus, investors who submitted purchase orders before the supplement is published shall have the right, under the German Securities Prospectus Act, to withdraw these offers to purchase within two business days of the publication of the supplement. Instead of withdrawing the offers to purchase placed prior to the publication of the supplement, investors may change their orders or place new limited or unlimited offers to purchase within two business days of the publication of the supplement. To the extent that the terms of the offering are changed, such change will be published by means of electronic media (such as Reuters or Bloomberg) and, if required by the German Securities Prospectus Act or the General Terms and Conditions of Deutsche Börse AG for the regulated Unofficial Market (Freiverkehr) on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), as a publication of significant information via an electronic information system, on the Issuer’s website and as a supplement to this prospectus. Investors who have submitted offers to purchase will not be notified individually.

Under certain conditions, the Joint Global Coordinators, acting on behalf of the Underwriters, may terminate the underwriting agreement relating to the offering entered into with the Issuer on September 23, 2014 (the

“Underwriting Agreement”), even after commencement of trading (Aufnahme des Handels) of the Issuer’s shares on the non-regulated market (Entry Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), see also “Underwriting—Termination/Indemnification”.

After the expiration of the Offer Period, the offer price and the final number of the Offer Shares placed in the offering will be set jointly by the Issuer and the Joint Bookrunners. The price will be set on the basis of the purchase orders submitted by investors during the Offer Period that have been collated in the order book prepared during the bookbuilding process. Price setting is expected to take place on or about October 7, 2014. These orders will be evaluated according to the prices offered and the investment horizons of the respective investors.

This method of setting the number of shares that will be placed at the offer price is, in principle, aimed at maximizing proceeds. Consideration will also be given to whether the offer price and the number of shares to be placed allow for the reasonable expectation that the share price will demonstrate steady performance in the secondary market given the demand for the Issuer’s shares noted in the order book. Attention will be paid not only to the prices offered by investors and the number of investors wanting shares at a particular price, but also to the composition of the group of shareholders in the Issuer that would result at a given price, and expected investor behavior. For further information regarding allotment criteria, see “—Allotment Criteria”. The Issuer will not specifically charge any expenses and taxes related to the offering to investors.

After the offer price has been set, the Offer Shares will be allotted to investors on the basis of the offers to purchase then available. The offer price and the final number of Offer Shares and the final number of New Shares, placed in the offering (that is, the result of the offering) are expected to be published on or about October 7, 2014 by means of a press release on an electronic information system and on the Issuer’s website.

Investors who have placed orders to purchase Offer Shares with one of the Underwriters can obtain information from that Underwriter about the offer price and the number of Offer Shares allotted to them on the business day following the setting of the offer price. As commencement of trading (Aufnahme des Handels) of the Issuer’s shares on the non-regulated market segment (Entry Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to take place on the business day following the setting of the offer price, investors may not have obtained information about the number of Offer Shares allotted to them at the time of commencement of trading. Book-entry delivery of the allotted Offer Shares against payment of the offer price is expected to take place two business days after commencement of stock exchange trading. Should the placement volume prove insufficient to satisfy all orders placed at the offer price, the Underwriters reserve the right to reject

Cornerstone Investors

The Issuer entered into private placement agreements with SMIT, JPM, FAR, Discovery, Makshaff and Credit Suisse (the “Cornerstone Investor Agreements”). The key terms of the agreement with the Cornerstone Investor Agreements are summarized under “—Cornerstone Investor Agreements” below.

The Cornerstone Investors have in aggregate committed to invest a total amount of€582.5 million under and as part of the offering. Based on an offer price at the mid-point of the Price Range, the total number of Offer Shares purchased by the Cornerstone Investors would be approximately 14,935,897 Offer Shares, which represent approximately 39.4% of the Offer Shares, assuming that all Over-Allotment Shares are fully allocated.

The placements of Offer Shares with the Cornerstone Investors will be made under and as part of the offering at the offer price per Offer Share. The Cornerstone Investors are guaranteed full allocation of their Offer Shares. Subject to certain exceptions, including any disposal that is required by law or regulation, the Cornerstone Investors have agreed to a lock-up period of twelve months with respect to the disposal of their Offer Shares.

Description of Cornerstone Investors

A brief description of the Cornerstone Investors is given below, which has been provided by the Cornerstone Investors.

Scottish Mortgage Investment Trust Plc is an investment trust managed by Baillie Gifford & Co, incorporated under the laws of Scotland and registered as an investment company pursuant to the Companies Act of the United Kingdom. Its shares have been admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, and none of its shareholders currently holds more than 10% of the share capital of SMIT.

J.P. Morgan Securities LLC is a limited liability company incorporated under the law of Delaware, United States of America, and a registered broker-dealer and investment adviser with the United States Securities and Exchange Commission (SEC) and futures commission merchant with the United States Commodities Futures Trading Commission (CFTC). J.P. Morgan Securities LLC is a wholly-owned subsidiary of JPMorgan Chase & Co., which is a leading global financial services firm and one of the largest banking institutions in the United States, with operations worldwide.

FAR Global Private Markets Ltd. is a limited liability company incorporated under the laws of the British Virgin Islands and an investment company. Its ultimate controlling shareholder is Mr. Fahad Abdullah A. Alrajhi, who is resident and an entrepreneur in the Kingdom of Saudi Arabia.

Discovery Global Opportunity Master Fund, Ltd., is an investment fund managed by Discovery Capital Management, LLC and is incorporated under the laws of the Cayman Islands. None of its shareholders currently holds more than 5% of the share capital of the fund.

Makshaff Trading Investments Company Limited is a limited liability company incorporated under the laws of Saudi Arabia and active in investments and project management. Its ultimate controlling shareholder is HRH Prince Khaled bin Sultan bin Abdulaziz Al Saud, who is resident in the Kingdom of Saudi Arabia.

Credit Suisse AG is a Swiss bank incorporated under the laws of Switzerland and a leading global bank, providing financial advice to corporate, institutional and government clients, to wealthy individuals worldwide, as well as affluent and retail clients in Switzerland.

Cornerstone Investor Agreements

The obligations of each Cornerstone Investor to purchase and acquire the respective Offer Shares, the Company’s obligations to issue the respective Offer Shares, and the Underwriters’ obligations to deliver (acting through a settlement agent) the respective Offer Shares, are all subject to the condition precedent that the closing of the offering occurs. The settlement of the Cornerstone Investors’ Offer Shares shall occur simultaneously with the closing of the offering.

Each Cornerstone Investor Agreement may be terminated under certain circumstances, e.g., by the relevant Cornerstone Investor within twelve hours after a release has been published by the Issuer that includes information that requires the subsequent publication of a supplement to the prospectus if such information would be reasonably expected to constitute a material adverse development in the condition, financial or otherwise, shareholders’ equity, results of operations, business or prospects of the Issuer and its consolidated subsidiaries, taken as a whole, that makes it inadvisable for the Cornerstone Investor to continue with its investment decision.

Under the Cornerstone Investor Agreements the Cornerstone Investors have agreed to purchase such number of Offer Shares that may be acquired with their respective investment amount at the offer price as reflected in the table below.

Name of Cornerstone Investor

Number of Offer Shares (rounded to the nearest whole number and assuming

that the offer price is at the mid-point of the price range)

Investment amount committed by the Cornerstone Investors

(in€ million)

Scottish Mortgage Investment Trust Plc . . . 8,974,359 350.00 J.P. Morgan Securities LLC . . . 2,564,103 100.00 FAR Global Private Markets Ltd. . . 1,282,051 50.00 Discovery Global Opportunity Master Fund, Ltd. . . 961,538 37.50 Makshaff Trading Investments Company Limited . . . 641,026 25.00 Credit Suisse AG . . . 512,821 20.00 Total . . . . 14,935,897 582.50 Expected Timetable for the Offering

The following is the expected timetable of the offering, which may be extended or shortened:

September 23, 2014 . . . Approval of this prospectus by the BaFin and publication of the approved prospectus on the Issuer’s website.

Notification of the approved prospectus to the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier).

September 24, 2014 . . . Commencement of the Offer Period.

Application for inclusion to trading filed with the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).

October 7, 2014 . . . Close of the Offer Period for private investors (natural persons) at 12:00 noon CEST (Central European Summer Time) and for institutional investors at 16:00 CEST (Central European Summer Time).

October 7, 2014 . . . Determination of the offer price and allotment; publication of the offer price in the form of a press announcement on an electronic information system and on the Issuer’s website.

October 8, 2014 . . . Registration of the consummation of the IPO Capital Increase with the Commercial Register and creation of the New Shares to be delivered on the date of settlement (October 10, 2014).

October 8, 2014 . . . Approval of inclusion to trading issued by the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).

October 9, 2014 . . . First day of trading.

October 10, 2014 . . . Book-entry delivery of the Offer Shares against payment of the offer price (closing).

Intended Change of Legal Form

We currently expect that the extraordinary shareholders’ meeting to be held on September 30, 2014 will approve a resolution to change the Issuer’s legal form to a European company (Societas Europaea – SE) governed by German and European law and its legal name to “Rocket Internet SE”. The change in legal form and name is expected to be registered in late 2014.

Information on the Shares Voting Rights

Each share in the Issuer carries one vote at the Issuer’s shareholders’ meeting. The Issuer’s existing shareholders do not have different voting rights.

Dividend and Liquidation Rights

The Offer Shares carry full dividend rights from January 1, 2014. In the event of the Issuer’s liquidation, any proceeds will be distributed to the holders of the Issuer’s shares in proportion to their interest in the Issuer’s

Form and Certification of the Shares

All of the Issuer’s shares are bearer shares with no par value. The Issuer’s current share capital in the amount of€120,102,255.00 is represented by one global share certificate with one global dividend coupon, which will be deposited with Clearstream Banking Aktiengesellschaft, Mergenthalerallee 61, 65760 Eschborn, Germany.

Section 5 para. 2 of the Articles of Association excludes the shareholders’ right to receive individual share certificates to the extent permitted by law and unless mandated by the rules of a stock exchange to which the shares are admitted. The Issuer’s Management Board, in consultation with the Issuer’s Supervisory Board, determines pursuant to Section 5 para. 3 of the Articles of Association the form of the share certificates. The Offer Shares provide holders thereof with the same rights as all of the other shares of the Issuer and do not provide any additional rights or advantages.

Delivery and Settlement

The delivery of the Offer Shares against payment of the offer price is expected to take place on October 10, 2014. The Offer Shares will be made available to the shareholders as co-ownership interests in the global share certificate.

At the shareholder’s option, the Offer Shares purchased in the offering will be credited either to a securities deposit account maintained by a German bank with Clearstream Banking Aktiengesellschaft or to a securities account of a participant in Euroclear Bank S.A./N.V., 1, Boulevard Roi Albert II, 1120 Brussels, Belgium, as the operator of the Euroclear system, or to Clearstream Banking S.A., 42 Avenue JF Kennedy, 1855 Luxembourg, Luxembourg for the account of such shareholder.

ISIN/WKN/Common Code/Ticker Symbol

International Securities Identification Number (ISIN) . . . DE000A12UKK6 German Securities Code (Wertpapierkennnummer, WKN) . . . . A12UKK Common Code . . . 111314110 Ticker Symbol . . . RKET Transferability of the Shares

The Issuer’s shares are freely transferable in accordance with the legal requirements for bearer shares.

Except for the restrictions set forth in “—Lock-up Agreement, Limitations on Disposal” and “Underwriting—

Selling Restrictions”, there are no prohibitions on disposals or restrictions with respect to the transferability of the Issuer’s shares.

Existing Shareholders

Immediately prior to the offering, GFG holds 52.3%, Emesco holds 18.1%, United Internet holds

Immediately prior to the offering, GFG holds 52.3%, Emesco holds 18.1%, United Internet holds