Presentation1

Agenda

Page

[PRESENTATION TITLE]

April 2015

Rocket Internet Co-Investment Fund

[CLIENT NAME] 19th January 2016
1
Disclaimer
This document is being presented solely for informational purposes and should not be treated as giving investment advice. It is not intended to be (and
should not be used as) the sole basis of any analysis or other evaluation. All and any evaluations or assessments stated herein represent our personal
opinions. We advise you that some of the information is based on statements by third persons, and that no representation or warranty, expressed or
implied, is made as to, and no reliance should be place on, the fairness, accuracy, completeness or correctness of this information or opinions
contained herein.

This presentation contains certain forward-looking statements relating to the business, financial performance and results of Rocket Internet SE, its
subsidiaries and its participations (collectively, Rocket) and/or the industry in which Rocket operates. Forward-looking statements concern future
circumstances and results and other statements that are not historical facts, sometimes identified by the words believes, expects, predicts,
intends, projects, plans, estimates, aims, foresees, anticipates, targets, and similar expressions. The forward-looking statements contained
in this presentation, including assumptions, opinions and views of Rocket or cited from third party sources, are solely opinions and forecasts which are
uncertain and subject to risks. Actual events may differ significantly from any anticipated development due to a number of factors, including without
limitation, changes in general economic conditions, in particular economic conditions in the markets in which Rocket operates, changes affecting
interest rate levels, changes in competition levels, changes in laws and regulations, environmental damages, the potential impact of legal proceedings
and actions and Rockets ability to achieve operational synergies from acquisitions. Rocket does not guarantee that the assumptions underlying the
forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions
expressed in this presentation or any obligation to update the statements in this presentation to reflect subsequent events. The forward-looking
statements in this presentation are made only as of the date hereof. Neither the delivery of this presentation nor any further discussions of Rocket with
any of the recipients thereof shall, under any circumstances, create any implication that there has been no change in the affairs of Rocket since such
date. Consequently, Rocket does not undertake any obligation to review, update or confirm recipients expectations or estimates or to release publicly
any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation.

Neither Rocket Internet SE nor any other person shall assume any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from
any use of this presentation or the statements contained herein as to unverified third person statements, any statements of future expectations and
other forward-looking statements, or the fairness, accuracy, completeness or correctness of statements contained herein, or otherwise arising in
connection with this presentation.

2
Successful First Closing of Rocket Internet
Capital Partners Fund

First closing of Rocket Internet Capital Partners (the Fund)

Commitments of $420m making it the largest European Fund

focused on internet investments even at first close

Fund will co-invest alongside Rocket in a set ratio

Rocket Internet participates in the economic upside of the

Fund through investment return and carried interest

3
Rocket Internet Capital Has Always Been
Complemented by 3rd Party Capital
Significant Cash Blue Chip
Time to Breakeven 3rd Party Capital
Balances Co-Investors

Cash at Operating
Companies

E-Commerce: 6-9 years >1.0bn as of

30 November 2015
Market place: 5-7 years
ca. 1.1bn of 3rd party
Average age of capital since IPO
Proven Winners: Cash at Rocket Internet
4 years SE

ca. 1.7bn as of
30 November 2015

Strictly confidential 4
Strong Interest from Alternative Asset
Managers to Co-Invest with Rocket Internet
Providing Non-Dilutive Capital
Alternative Asset Managers

Insurance Endowment
Pension Funds Foundations
Companies Funds

Minimum additional $420m of capital WITHOUT dilution for Rocket Internet

shareholders

Institutional investors focused on alternative asset classes not investing

in public equities provide long-term capital

No cannibalization of demand for Rocket Internet stock

Strictly confidential 5
Co-Investment Fund will Greatly Improve the
Speed, Efficiency and Economics

Increase in Speed of Increase in Funding Increase in Economic Increase in Influence

Fund Raising Efficiency Upside through Alignment of
Interest
Fund enables Fund replaces a Rocket Internet will Rocket Internet as
Rocket Internet to portion of the direct earn carried well as the Funds
significantly co-investment interest of 20-25%, interests at
enhance the speed capital that portfolio whilst previously portfolio level are
of fundraising companies to date Rocket Internet aligned through the
had to raise would not benefit co-investment
externally, round by from third party mechanics and
round reducing capital appreciation significant
the management investment
time spent exposure; thereby
fundraising increasing joint
influence at
portfolio level

Strictly confidential 6
Fund Model Superior to Case-by-Case
Co-Investments Improving Funding
Efficiency and Speed
Previous Case-by-Case Co-Investment Model New Co-Investment Fund Model
3rd Party Co-Investors1

8 Investors 20% Individual 3rd Party Co-

Investor(s)

11 Investors

18 Investors

36 Investors 80% Co-Investment Fund

14 Investors

Across All Proven Winners 68 Different

Co-Investors
(1) Includes predecessor entities; Fashion4Home (acquired by Home24) investors not included
Strictly confidential 7
Reliance on 3rd Party Capital Greatly Reduced
and Securing Relevance of LPV
Since IPO With Rocket Fund

~1.2bn
20% 3rd Party Co-Investors
For valuation in funding rounds
setting
Setting of
valuation
Maintaining
relevance of LPV

Rocket 3rd Party Rocket Rocket Co- 3rd Party

Investments Co-Investors Investment Co-Investors
(excl. Delivery Fund
Hero)

Strictly confidential 8
Rocket Internet Maintains Significant
Ownership and Economic Upside
Typical Incubation Phase Series A Financing

Management 20m valuation pre-money

10%
Ownership 10m funding round
20% third party participation (validation)

10m
Funding Round
80%
8m 20%
2m

16% 64% No
Rocket 1.6m 6.4m Participation
90% Internet
Ownership 6.4%
Rocket 0.6m 3rd Party
Fund Management
Internet Co-Investor

65.3% 21.3% 6.7% 6.7%

67.5%

Legal Ownership % Economic Ownership %

(1) Rocket Internet indirect economic exposure due to 10% investment in the Fund
(2) Combined direct and indirect ownership stake (Including investment of Rocket Internet in the Fund); excluding return from carried interest
Strictly confidential 9
Improvement of Economic Ownership
HelloFresh without Fund Illustratively HelloFresh with Fund

Rocket Internet SE Key Assumptions Implied Rocket

Ownership1 - Carried Interest: 22.5% Internet SE Ownership2
- Exit at 2.6bn

60%

56%

1.55bn
1.45bn

Fund: 45m
188m
219m Rocket Internet: 143m
Capital Invested Rocket Internet Stake Capital Invested by Rocket Rocket Internet Direct
by Rocket Internet Based on Post-money Internet & Fund & Indirect Economic
Valuation of Last Ownership
Funding Round
Source: Company data
(1) Rocket Internet ownership
(2) Economic ownership includes direct stake as well as Rocket Internets indirect stake through its Fund investment and carried interest based on an implied exit at
2.6bn; no secondary investment rounds
10
Rocket Internet Co-Investment Fund -
Key Terms

Fund Size and Investment Target fund size: $500m

Structure Rocket Internet to contribute 10% of the Fund or minimum $50m
Co-Investment ratio of 1:4 ($1 Rocket, $4 Fund), resulting in 28% economic exposure
for Rocket Internet (combined direct and indirect exposure through the fund investment)
Single investment limit is 10% of the Fund size
Incubation rounds for Rocket Internet founded companies and strategic investments
excluded

Investment Period & Term Investment Period: 3 years (+ 2 x 1-year optional extension)
Term: 9 years from final closing (+ 2 x 1-year optional extension)

Preferred Return & Carry 25% carried interest with full catch-up, reduced to 20% for cornerstone investors with
commitments of $50m+
Carried interest to be paid, provided 8% p.a. for LPs minimum return

Additional Opportunities At the discretion of Rocket Internet: commercial efforts obligation to procure offer of
certain types of investment to LPs for co-investment
Preference for investors with commitment of more than $50m
50% of performance fee charged for co-investments

Status First close 19th January 2016 with $420m of commitments

Strictly confidential 11
Fund Enables Rocket Internet to Capitalise
on the Opportunities Ahead
Rocket Internet Access to Capital Size of the Latest Fund2
2.3bn
385m1 2.1bn
2.0bn

1.7bn
1.6bn

Rocket Internet Fund Capital Available

for Portfolio
Companies
(1) $420m commitments at first close at FX rate EUR/USD=1.09
(2) DST Global V (Aug-2015); General Atlantic Partners (Bermuda) III (Feb-2015); Tiger Global Private Investment Partners IX (Nov-2014).
FX Rate EUR / USD = 1.09
(3) As of 30th November 2015 12
Ability to Invest Larger Amounts Along the
Lifecycle
The Fund will be providing capital over the lifecycle of a company to proven online business models in markets
outside the U.S. and China

Seed Stage Early Stage Expansion Stage Late Stage Public Company
Company Revenue
Sources of Capital

Friends & Family Venture Private Equity Commercial Lenders

Angel Investors Capital Private Debt M&A Buyout

13
Unique Benefits of Fund Provide Upside for
Rocket Internet Shareholders
Rocket Internet retains founder economics
Seed-rounds for Rocket Internet incubated companies are excluded from the 1:4 investment
ratio, since Rocket Internet provides a service well beyond that of a financial investor
Rocket Internet maintains strategic flexibility
The Rocket Internet management board has the flexibility to make the determination whether
an investment is strategic in nature and hence can be pursued exclusively by Rocket
Internet
Rocket Internet retains optionality to invest more than 28%
The Fund has a concentration limit of 10% of the fund size per company
In significant opportunities with larger funding requirements, Rocket has the flexibility to
increase its direct exposure significantly
Performance fee accrues to Rocket Internet
Rocket Internet serves as General Partner of the Fund and retains 75% of the performance
fee, enhancing Rocket Internet shareholder returns
25% of the performance fee as retention mechanism for key employees
Non-dilutive long-term retention tool

14
Unique Leverage for Rocket Internet

Access to a completely new class of institutional investors and non-dilutive

capital
Fund improves speed and efficiency of fund raisings for portfolio companies
Economic participation in upside of the Fund improving the economic return
proposition for Rocket Internet shareholders
Rocket Internet retains founder economics
Rocket Internet maintains strategic flexibility
Performance fee accrues to Rocket Internet and serves as retention tool for
key employees
Increase in influence at portfolio companies through alignment of interest

15