DEJAREMOS ATRÁS LA GUERRA Y ENTRAREMOS POR FIN EN UNA

We identify and build proven Internet business models and transfer them to new, underserved or untapped markets, mainly outside the United States and China, where we seek to scale them into market leading online companies. We started in 2007 with 4 employees and 2 consumer brands, based on an initial investment of

€0.5 million from European Founders Fund GmbH & Co. Beteiligungs KG Nr. 1 (later renamed Global Founders Capital GmbH & Co. Beteiligungs KG Nr. 1). As of the date of this prospectus, on an aggregate basis, more than 20,000 employees work across our network of companies, which conducts business in 116 countries on 5 continents. Our most mature companies, which we refer to as proven winners, generated aggregate net revenues of €757 million (unaudited sum total of their reported net revenues based on the applicable GAAP for the relevant company, in each case taking the last fiscal year for which data was available) and aggregated net losses of €442 million (unaudited sum total of their net losses based on generally accepted accounting principles applicable for the relevant company, in each case taking the last financial year for which data was available and excluding extraordinary gains of Dafiti resulting from the measurement of limited partnership interests). The Issuer’s aggregate direct and indirect stakes in all of our companies, including proven winners, our growing companies that have already achieved a significant size, which we refer to as emerging stars, our regional Internet groups and our strategic participations and other investments, have a combined value of€2.6 billion⁽¹⁾ based on the respective latest third party financing rounds (including a financing round of Lamoda, solely subscribed by its majority owner Bigfoot I), secondary transactions or with respect to some of the stakes in the category others, the value assigned to them in connection with their contribution to the Issuer.

We build online business models that satisfy basic consumer needs mainly across three focus sectors.

Our e-commerce companies include retail companies in the areas of fashion, general merchandise, home and living, office supplies and food and groceries. Our marketplace companies seek to displace traditional supply chains by creating venues where buyers and sellers can transact directly, and include real estate and car online classifieds, travel and transport, and food delivery companies. Our third sector, financial technology, includes companies that focus on bringing together borrowers and lenders in regions and segments that are underserved by traditional banks, particularly in the consumer and small and medium-sized enterprise segments, and on facilitating payments.

As part of our global strategy, we have created regional Internet groups in Africa, Asia Pacific, Latin America and the Middle East in order to bundle local market and business model insights, facilitate regional commercial, strategic and investment partnerships, in particular with mobile telecommunication providers, enable local recruiting and sourcing and accelerate the regional rollout of our companies. Our local strategic partners, such as MTN, ooredoo and Millicom, are co-investors in our regional Internet groups and provide them and our companies with significant strategic support and opportunities to benefit from synergies.

The Issuer has developed proprietary technology where it believes it provides the network of companies with a competitive advantage. In particular, the Issuer has created a core platform for each of our three focus sectors, which allows a plug and play setup, scales with the business and is easily adaptable to the specific needs of the individual companies. The Issuer has entered into framework agreements with major Internet and software players, such as Google, Facebook, Rackspace, Responsys and Salesforce, in order to complement the Issuer’s technology platform and provide the network of companies with competitively priced, state-of-the-art technology, payment, online advertising and other services. The Issuer has created analytical tools for the analysis of key performance indicators which allows us to benchmark our companies, identify best-in-class performance among our companies and share the knowledge across our network of companies.

The Issuer’s platform has enabled us to build a large, global network of companies and has historically put us in a position to launch more than 10 new companies every year through application of a standardized business model identification and development process. Every new company that the Issuer starts accelerates the virtuous circle of synergy creation among our companies. The larger the size of our network of companies, the more significant our opportunity is to benefit from synergies and network effects with respect to our suppliers, solution providers, customers and employees. A new company joining our network increases our overall purchasing volume and negotiation power, and contributes new data and knowledge, which is typically shared on a voluntary basis across our entire network. The addition of new companies also establishes new customer relations and additional opportunities for cross-marketing that benefit all of the companies in our network.

(1)Unaudited. Calculated based on accounting and controlling records of the Issuer.

The Issuer typically owns a direct or indirect stake of 80% to 90% in our companies at the time of launch, with the remainder being set aside for management equity participation. In subsequent financing rounds, we bring in external equity financing, which is provided by our local strategic partners and other strategic and financial investors, including existing shareholders of the Issuer. These investments are either made directly into the company or indirectly into an intermediate holding company or regional Internet group. Historically, this has meant that the direct and indirect stakes of the Issuer in a company have decreased over time to less than 50% as the company grows and matures. Accordingly, the Issuer does not directly or indirectly control most of our companies. The Issuer currently intends to maintain beneficial ownership stakes in most of our new companies of at least 50% going forward, which means that its overall investment in our new companies will increase and that it will participate more significantly in their development.

The revenues of the companies that the Issuer does not directly or indirectly control are not reflected in the Issuer’s consolidated income statement and its balance sheet only reflects their historical value. The Issuer’s consolidated financial statement as of and for the year ended December 31, 2013 show sales revenues of

€73 million, a result from ordinary activities of €187 million and total assets of €877 million in 2013. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—

Result of Operations (consolidated)”.

Origins

The Issuer’s co-founder and CEO, Oliver Samwer, has a proven track record as an Internet entrepreneur.

In 1999, Oliver Samwer, together with his two brothers, Marc and Alexander Samwer, and three other founders, co-founded Alando, which became the leading Internet auction marketplace in Germany. Within 129 days from the start of operations, Alando was sold to eBay in an all-share deal valued at over US$43 million at the time of the transaction.

The Issuer was founded in 2007 as a subsidiary of European Founders Fund GmbH & Co. Beteiligungs KG Nr. 1 (later renamed Global Founders Capital GmbH & Co. Beteiligungs KG Nr. 1), which sold the Issuer to the European Founder Fund GmbH (now Global Founders GmbH (GFG)) in 2009. Since then, we have evolved into a global network of companies that operates under 66 consumer brands and conducts business in 116 countries. The following graphic shows our rapid growth in terms of numbers of countries, number of consumer brands, number of employees (including those of our companies) and the total population in the markets in which we operate.

>95 MM >120 MM >750 MM >1.1 BN >3.2 BN >4.0 BN >4.5 BN >5.4 BN Population in Live

(1) Total number of employees across our network of companies.

One important driver of our growth has been the launch of various e-commerce companies. Our first major e-commerce company was Zalando, which engages in online fashion retail and quickly became Europe’s

Zalando is no longer part of our network of companies. For more information, see “Certain Relationships and Related-Party Transactions—Zalando Spin-Off”.

Between 2010 and 2012, we launched the next wave of e-commerce companies with a focus on emerging market economies. This wave included Dafiti in Latin America and Lazada in Southeast Asia.

In 2009, we founded our first major marketplace company, CityDeal. CityDeal was a deal-of-the-day website that offered discounted vouchers for products and services. In May 2010, the Issuer sold its stake in CityDeal to Groupon, Inc. in an all-share deal valued at US$222 million at the time of the transaction. In the same year, we founded Wimdu, a global marketplace for short-term rentals and private accommodation. Our marketplace companies further include foodpanda, which launched in 2013, and Helpling, which launched in 2014.

Recently, we expanded our financial technology sector by starting a number of new companies, including Lendico, which launched in 2013, and Zencap, which launched in 2014. For more information on the companies in our network of companies, see “—Our Companies” below.

In order to finance the growth of our companies, we have raised equity capital on the level of our companies and holding companies in numerous financing rounds. In total, we have raised about€2.8 billion⁽¹⁾in equity capital or capital commitments for the companies currently in our network from a large number of investors, including Internet sector specialists such as DST, Holtzbrinck Ventures, NEA, Phenomen Ventures and Summit Partners; financial investors such as Fidelity Investments, IFC, certain funds attributable to J.P. Morgan Investment Management Inc., Ontario Teachers’ Pension Plan, Putnam Investments and Verlinvest; high net worth individuals and family offices; and strategic investors such as MTN, ooredoo, Millicom, Tesco, Rewe, and Tengelmann. The total value of our companies in our current network of companies amounted to€6.7 billion⁽¹⁾ based on the respective latest financing rounds or secondary transactions. Stakes in these companies valued at

€4.5 billion⁽¹⁾ are held by third party investors, such as the ones named in the second preceding sentence, and stakes in these companies valued at€2.2 billion⁽¹⁾are held, directly or indirectly, by the Issuer. For uncertainties around this valuation, see “Risk Factors—Risks Related to the Issuer and our Companies—We disclose in this prospectus valuations derived from investments in the Issuer and our companies. These valuations may not reflect the past, present or future fair values of the Issuer or our companies, and potential investors in this offering should not place undue reliance on these valuations”.

Our long-term partners Kinnevik and Access Industries, who have also made significant equity investments in our network of companies, have contributed significant amounts of equity capital to the Issuer.

These financing rounds were agreed based on significant premiums to the latest valuation of our companies at the time of signing of the investment agreement for the relevant financing round. In August 2014, additional strategic partners became shareholders of the Issuer. These include PLDT, a leading telecommunication services provider in the Philippines with a market capitalization of approximately €12.0 billion. Through its subsidiary, Smart eMoney, PLDT is a world-leading pioneer in financial technology, including mobile banking, electronic remittance and mobile wallet services. We believe that PLDT and we have many complementary strengths that will help us to significantly accelerate our presence and growth in the financial technology sector. In August 2014, PLDT invested €333 million in cash in return for a 10.0% stake of the Issuer at the time the investment was agreed. The purchase price reflects our expectation that PLDT will contribute know-how and will position us to benefit from significant synergies. The Issuer currently plans to spend the money invested to drive the development of online and mobile payment solutions in emerging markets. After PLDT, United Internet, a leading European Internet specialist, invested a total of €435 million for an 10.7% stake in the Issuer based on the Issuer’s capital including the full PLDT investment. United Internet’s investment consisted of€333 million in cash and a contribution in kind valued at €102 million pursuant to the contribution agreement among United Internet, the Issuer and the Issuer’s existing shareholders at the time of signing of the contribution agreement.

The full value of the contribution in kind was not subject to an audit by an independent auditor. We believe that United Internet’s investment will further strengthen the long-standing relationship between United Internet and us. Finally, affiliates of Holtzbrinck, which hold a large number of investments in our companies and intermediate holding companies, contributed stakes in BigFoot I and BigCommerce as well as stakes in Home24, Westwing and HelloFresh (the “Holtzbrinck Contribution-in-Kind”). In return for this contribution, which was valued in aggregate at €127 million, the affiliates of Holtzbrinck received in the aggregate a 2.5% stake in the Issuer based on the Issuer’s capital including the full PLDT and United Internet investments. All contributed stakes were valued on the basis of the last external funding round of the respective companies, with no independent investment bank involved. The share-for-share transaction builds on a long-standing and successful partnership between Holtzbrinck and us and allows the Issuer to progress its strategic objective of owning larger stakes in our companies.

(1)Unaudited. Calculated based on accounting and controlling records of the Issuer.

Our Market Opportunity

The Issuer has built its platform around three core beliefs:

Š Internet will go much further and faster than anyone had thought before.

Š Once industries have been created, the innovation is in the operations.

Š As industries mature, the value is in the platform.

We believe that there were two Internet revolutions, the first through a significant increase of online penetration from 1994 to 2006 and the second thereafter driven by the increase in smartphone penetration, which we believe will significantly accelerate the prevalence of Internet enabled business models that target consumers and small and medium sized enterprises, such as our business models, on a global scale. We believe that more and more commerce will be effected online and increasingly substitute for offline transactions, in particular in emerging markets where offline retail is underdeveloped or certain segments of offline retail do not exist at all.

We also believe that our regions will show significant growth, both in terms of population and GDP as well as in terms of Internet penetration. The following graphic illustrates the development of Internet and smartphone penetration for three of the countries in which we operate: Nigeria, the Philippines and Colombia.

Nigeria

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 11

In 2013, 76% of the world’s total population of 7.2 billion people lived outside the United States and China (Source: IMF, WEO Database). This share is forecast to increase over the next 10 years, as the population outside the United States and China is expected to grow by 14% between 2013 and 2024, while the population in the United States and China is forecast to increase by 5% over the same period (Source: IMF, WEO Database).

This increase in population is expected to be accompanied by a surge in purchasing power, largely due to rising middle classes in emerging markets. For example, the share of people in Brazil with an annual income between US$30,000 and US$70,000 is expected to increase from 1% in 2006 to 12% in 2022, corresponding to a compounded annual growth rate of 16% (Source: Euromonitor, Countries and Consumers, 2014). Russia, India, Indonesia and many others are expected to follow a similar path (Source: Euromonitor, Countries and Consumers, 2014).

Consumers need to have stationary or mobile access to the Internet in order to be in a position to engage in online commerce. In 2013, 69% of the total 2.7 billion global Internet users were located outside the United States and China, with the share expected to increase (Source: IDC Database). The number of Internet users outside the United States and China is expected to grow by 34% between 2013 and 2018, 1.2 times the expected growth in the United States and China over the same period (Source: IDC Database). Our markets account for an even higher share of mobile users. In 2013, 74% of the total 4.5 billion global mobile users were located outside the United States and China (Source: WCIS, Cellular Forecasts). Again, the forecast growth in our regions of 20% between 2013 and 2018 is expected to be 1.2 times the growth in the United States and China over the same period (Source: WCIS, Cellular Forecasts). Finally, the smartphone penetration rate in our markets is forecast to increase by 21% from 2013 to 2018, while the growth in the United States and China is expected to