Hengeler Mueller advises United Internet on public share buyback offers

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The management board of United Internet AG decided, with
the approval of the supervisory board, to make a public share buyback offer to
the shareholders of United Internet AG (offer period from 10 December 2019,
00:00 until and including 18 December 2019, 24:00) for a total of up to
9,000,000 shares at a price per share of EUR 29.65. Concurrently, Rocket
Internet SE irrevocably undertook to accept United Internet AG’s public share
buyback offer for 8,135,804 shares held by Rocket Internet SE. In the event
that the United Internet AG’s public share buyback offer is oversubscribed, a
proportional allocation will be made to Rocket Internet SE.

With the approval of the supervisory board, the management board also resolved, and the United Internet subsidiary United Internet Investments Holding AG & Co. KG has irrevocably undertaken, to accept a public share buyback offer by Rocket Internet SE for up to 15,076,729 shares for all shares indirectly held by United Internet AG in Rocket Internet SE (11,219,841 shares) against payment of the offer price of EUR 21.50 per share. In the event that the public share buyback offer of Rocket Internet SE is oversubscribed, the declarations of acceptance will be considered proportionately, i.e., in proportion to the maximum number of Rocket Internet shares to be acquired under the public share buyback offer of Rocket Internet SE. Insofar as United Internet Investments Holding AG & Co. KG’s shares are not included in the allocation, Oliver Samwer, CEO of Rocket Internet SE, personally acquires these shares at a price of EUR 21.50 per share until June 30, 2020.

Hengeler Mueller advises United Internet on the entire transaction. The team includes partners Daniela Favoccia and Wolfgang Groß as well as associates Laura Rothmann and Christoph Roggemann (all Corporate, Frankfurt).

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