Marco conceptual o referencial

An investment in the shares of Rocket Internet AG, Berlin, Germany (the “Issuer” and together with the legal entities that are fully consolidated in the Issuer’s consolidated financial statements, the “Group”), is subject to risks. In addition to the other information contained in this prospectus, investors should carefully consider the following risks when deciding whether to invest in the Issuer’s shares. The market price of the Issuer’s shares could decline if any of these risks were to materialize, in which case investors could lose some or all of their investment. The following risks, alone or together with additional risks and uncertainties not currently known to us, or that we might currently deem immaterial, could materially adversely affect our business, financial condition, cash flows, results of operations and the value of the Issuer’s direct and indirect interests in our companies.

The order in which the risks are presented is not an indication of the likelihood of the risks actually materializing, or the significance or degree of the risks or the scope of any potential harm to our business, net assets, financial condition, cash flows, results of operations or the value of the Issuer’s direct and indirect interests in our companies. The risks mentioned herein may materialize individually or cumulatively.

In this prospectus, “we”, “us”, “our” or “Rocket Internet” refers to the Issuer, together with our companies (our companies refer to the proven winners, emerging stars, concepts, regional Internet groups, intermediate holding companies and the companies in the categories strategic participations and other investments that were founded by us). Financial information included in this section as of a date other than, or a period other than the years ended, December 31, 2011, December 31, 2012 or December 31, 2013 has been taken or derived from the condensed interim consolidated financial statements as of and for the six months ended June 30, 2014 or the accounting or controlling records of the Issuer or the companies and is unaudited.

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.

In a number of financing rounds to date, investors have provided equity capital to the Issuer and our companies. Investors that have provided equity capital directly to the Issuer include affiliates of Investment AB Kinnevik (“Kinnevik”) and the Access Industries group of companies, which includes AI European Holdings S.à r.l., AI Linio Holdings LLC, AI Zencap Holdings LLC and AI Lendico Holdings LLC (together

“Access Industries”) as well as, most recently, Philippine Long Distance Telephone Company (“PLDT”), United Internet Ventures AG and HV Holtzbrinck Ventures Fund IV LP, Holtzbrinck Ventures NM GmbH &

Co. KG and HV Holtzbrinck Ventures Fund V GmbH & Co. KG (together “Holtzbrinck Ventures” and together with its affiliates “Holtzbrinck”). A large number of other investors, including affiliates of MTN Group Limited (“MTN”), Ooredoo Q.S.C., TESCO OVERSEAS INVESTMENTS LIMITED (“Tesco”), Millicom International Cellular S.A. (“Millicom”), certain funds attributable to J.P. Morgan Investment Management Inc., Ontario Teachers’ Pension Plan and Holtzbrinck have provided equity capital to our companies.

In order to determine the price for interests that were acquired by investors in the Issuer and our companies, we, the other shareholders in the relevant entity and the relevant investor determined a valuation for the relevant entity, and, in the cases of a contribution in kind rather than a cash contribution by the Investor, also on a valuation of such contribution in kind. These valuations were often based on limited operational and historical information about the relevant entity (or the asset, in the case of a contribution in kind), not confirmed by an independent third party expert such as an accounting firm or an investment bank, and reflect the specific circumstances under which the relevant investment in the company was made, including the specific terms of the investments, such as liquidation preferences, and the insights, assumptions and expectations of the relevant investors at that point in time. Some of these valuations are no longer recent and the circumstances under which they were made may have changed, including as a result of changes in foreign exchange rates, or because some of our companies may not have performed in accordance with the expectations of investors at the time of the relevant financing round.

In addition, certain of our financing rounds may not represent the fair value of our companies as they were completed with affiliates, or with investors that had already invested in the Issuer or our companies (such as Holtzbrinck), at less than arm’s length. The valuations we have disclosed may therefore exceed the price that third parties would be willing to pay for the relevant investment in a future financing round, a potential exit or a potential initial public offering, even one that occurred shortly after the relevant valuation date. For example,

of the relevant entity in its last financing round. If the Issuer retains a stake in one of our companies after such company has been taken public, for example, because the company executed an initial public offering in order to allow other investors to sell their stakes, the value of the Issuer’s stake will be influenced by changes in the market price for the shares of this company. Our co-investors in our regional Internet groups may have valued them more highly based on the expectation of synergies from their investments that would benefit their particular business. In addition, liquidation preferences granted to later investors in our companies may impact the value of the Issuer’s interests in these companies. Certain of our intermediate holding companies have received valuations that were lower than the total valuations of the companies in which they held interests. Further, in connection with financing rounds of the Issuer or some of our companies or regional Internet groups, we may have agreed to lower valuation as we expect to reap benefits from a future cooperation with the investor, which may not be realized or not to the extent originally expected.

Consequently, the valuations of the Issuer and our companies may not reflect their past, present or future fair values, or any potentially achievable fair value in the future. Accordingly, potential investors in this offering should not place undue reliance on these valuations. Given the hundreds of individual transactions that have taken place over the last several years, there is no guarantee that the transaction parameters and resulting valuations were always correctly determined and recorded. Any investment in the Issuer’s shares must be based upon an investor’s own assessment of its circumstances and the circumstances surrounding the Issuer and our companies.

The materialization of any of the risks described above could have a material adverse effect on the Issuer’s business, financial condition, cash flows, and results of operations and its share price and valuation.

We have grown into a large organization with a significant number of companies active primarily in three focus sectors and 116 countries. There is no guarantee that we can maintain our historical growth rates or that we can continue to manage future growth, including as a result of increased competition.

The growth of our business is based on our ability to identify proven Internet business models and transfer them to new, underserved or untapped markets, where we seek to build and scale them into market leading online companies. Since 2007, we have successfully developed new online companies in the e-commerce, marketplace and financial technology sectors, and have scaled these companies to underserved, high-growth emerging markets, such as India, Mexico and Brazil. Despite our success thus far, there is no guarantee that we can maintain our historical growth rates or continue to generate future growth. We may be unable to identify additional proven Internet business models, either at our current rate or at all, and we may be unable to continue or further develop our processes for building and scaling new companies in Internet business sectors. In addition, we may be unable to identify new markets for our companies or to grow or to become profitable in the markets in which we currently operate. While we have focused on developing each of our companies into a market leader, we anticipate that the success of our companies will inevitably attract competitors, which may include large Internet companies that do not currently operate in our target markets or sectors, such as Google’s recently launched Shopping Express, Amazon, Naspers, Facebook or Group Casino’s online companies. In addition, new entrants in some of these markets, such as Alibaba, which recently raised significant additional capital, could devote additional resources and increase their efforts. Our current and future competitors may have greater resources than us, may outperform us and may substantially limit our ability to continue to grow. In order to support our growth rates, we may in the future engage in acquisitions of existing companies. We may, however, be unable to successfully integrate any acquired companies and may not be able to achieve any expected benefits from such transactions. In addition, we may acquire liabilities in connection with any such transaction, which may not be covered by sufficient contractual indemnities.

In addition, our rapid growth over the past seven years has placed significant demands on our combined management, operational and financial infrastructure. We have experienced substantial growth in terms of headcount and operations, and may not be able to effectively manage our growth going forward, which could result in a deterioration of the quality of our products and services. Our expansion into international markets, including emerging markets, heightens these risks due to the challenges of launching, growing and supporting businesses in a diverse environment composed of multiple languages, cultures, customs, legal, judicial and regulatory systems and commercial infrastructures. There is no guarantee that we will be able to continue developing and implementing the management, operational and financial infrastructure that our business model requires.

As we have grown, our corporate structure has also become substantially more complex. The Issuer is organized as an operating company that holds interests in multiple levels of regional Internet groups, intermediate holding companies and local entities, and we have entered into a large number of agreements with investors at all levels of our corporate structure. Significant management time and effort is required to effectively

manage the increased complexity of our corporate structure and contractual obligations, which may limit the ability of our management to focus on the strategic growth of our business and our companies.

The materialization of any of the risks described above could have a material adverse effect on our business, financial condition, cash flows, results of operations and the value of the Issuer’s direct and indirect interests in our companies, and directly or indirectly on the Issuer’s business, financial condition, cash flows and results of operations.

Nearly all of our companies have limited operating histories, are significantly loss making, have a negative operating cash flow, require significant capital expenditure and may never be profitable or cash generating.

Nearly all of our companies have only limited operating histories and have incurred substantial costs for marketing their products and launching and expanding their operations. According to available financial information, our proven winners, emerging stars, regional Internet groups, concepts, strategic participations and other investments (excluding results of participations that belonged to the Global Founders Capital Fund portfolio and were contributed in August 2014), were, each in the aggregate, loss making (based on the respective last financial year). However, with the exception of the proven winners, we are not in possession of information that would allow us to reliably quantify the aggregate loss of the companies in any other category.

Our proven winners generated aggregate 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 aggregate cash outflows from operating activities and cash outflows from investing activities of our proven winners amounted to€421 million (unaudited sum total of the cash flows from operating activities and cash flows from investing activities based on generally accepted accounting principles applicable for the relevant company, in each case taking the last financial year for which data was available). Nearly all of our companies cannot presently fund their cash flow needs from operations alone.

The executive officers of our companies often have limited management experience in their respective industries, and there is no guarantee that our companies have, or will be able to develop business plans that will allow them to become profitable or generate positive cash flow in the future. The operating expenses of our companies may increase in the foreseeable future as they continue to develop their products and services, increase their sales and marketing efforts and expand their operations.

The operating losses and negative cash flows incurred by our companies may have an ongoing negative impact on our business, financial condition, cash flows, results of operations and the value of the Issuer’s direct and indirect interests in our companies. In addition, we may be limited in our ability to exit an investment in a poorly performing company. Because nearly all of our larger and more mature companies are not fully consolidated, the Issuer’s consolidated financial statements generally include the performance of our youngest and least mature companies, which may introduce substantial volatility into the Issuer’s financial results.

Operating losses at our consolidated companies and our companies accounted for at equity will also have a direct negative impact on the Issuer’s consolidated income statement, which may substantially impact the Issuer’s own profitability. Any future consolidation of our companies with operating losses will likewise negatively affect the Issuer’s consolidated income statement and profitability.

Many of our most mature companies are not consolidated in the Issuer’s results at all, which means that if they begin to perform poorly it will not be reflected in the Issuer’s financial results. Any failure of one of these companies, which we refer to as proven winners elsewhere in this prospectus, would nevertheless adversely affect the Issuer’s market capitalization, as investors have historically ascribed considerable value to these companies, and harm the Issuer’s reputation, which may limit the Issuer’s ability to finance other companies in our network, thereby potentially putting them at risk as well.

The materialization of any of the risks described above could have a material adverse effect on our business, financial condition, cash flows, results of operations and the value of the Issuer’s direct and indirect interests in our companies, and directly or indirectly on the Issuer’s business, financial condition, cash flows and results of operations.

Our operations and growth may be impaired or cease if we do not succeed in raising additional equity or in borrowing money on favorable terms.

The growth and expansion of our companies will likely require additional capital. Nearly all of our companies have a negative cash flow and require periodic injections of capital in order to continue to run their businesses. If our companies need capital but are not able to raise it, their growth may be limited and their market shares may be negatively impacted. They may also be forced to scale back their operations or even cease to exist

favorable terms or at all. We may also not have the same access to equity and debt capital as our competitors, in particular those based in the United States, and general economic disruptions and downturns may negatively affect the ability of our companies to raise capital when needed. In the past, we have received significant investment commitments from certain key investors on repeated occasions. There is no assurance that these investors will meet their outstanding commitments to us or that they will continue to make such commitments in the future. If our relationship with these investors should deteriorate, we may not be able to find other investors who are willing and able to make the same type of commitments or investments in us. We may also fail to accurately project the capital needs of our companies, and may not be able to provide them with sufficient capital to continue to run their businesses, even if we wished to do so. In the case of any such event, our interest in any such company may be diluted and the value of our stake in such company may decline or may become worthless.

In the medium to long term the Issuer could require additional capital, such as cash to finance its corporate overhead and to meet its existing funding plans. The Issuer may also experience increased administrative costs as a result of becoming a public company. The Issuer receives only limited amounts of cash from its companies because, as of the date of this prospectus, nearly all of our companies have a negative operating cash flow and do not provide any funds to the Issuer in the form of dividends. While the Issuer generally recoups a portion of its overhead and other expenses by charging our companies for certain services, there is no guarantee that it will be able to completely or partially recover the costs of its operations in the future, particularly in the case of companies which fail to secure adequate funding.

If the Issuer needs capital and is unable to raise it, the Issuer may be required to take additional steps, such as borrowing money on unfavorable terms or divesting assets prematurely, in order to raise capital, which may trigger certain change-of-control provisions that allow investors in the relevant entity to either purchase the Issuer’s stake, or require the Issuer to purchase theirs, at a discount to fair value. Additional provisions, such as those granting other investors a right to first purchase or a tag-along right, could delay, impair or prevent the disposal of the Issuer’s interests in our companies or could curtail our operating flexibility.

Any deterioration in the performance, prospects or perceived value of the Issuer or its companies may have a material adverse effect on the Issuer’s share price and valuation and may trigger additional capital requirements and asset impairments. Further, any liquidity concerns encountered by the Issuer may require it to curtail or abandon its growth strategy and limit its ability to provide financial support to existing companies. As a

Any deterioration in the performance, prospects or perceived value of the Issuer or its companies may have a material adverse effect on the Issuer’s share price and valuation and may trigger additional capital requirements and asset impairments. Further, any liquidity concerns encountered by the Issuer may require it to curtail or abandon its growth strategy and limit its ability to provide financial support to existing companies. As a