DGAP-Ad hoc: Rocket Internet SE

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation - MAR)

Ad-hoc: Price range set for HelloFresh IPO

- Price range set for initial public offering of HelloFresh at EUR 9.00 to 11.50 per HelloFresh share

- The IPO will consist of 27.00 million newly issued shares in HelloFresh. An additional up to 4.05 million shares may be placed in connection with a potential over-allotment

- Placement volume is expected to range from EUR 279 to 357 million, assuming the over-allotment is fully exercised

Berlin, October 22, 2017 - HelloFresh SE ("HelloFresh"), in which Rocket Internet SE ("Rocket Internet") holds approx. 52.8% of the share capital, has set the price range for its planned initial public offering (the "Offering") at EUR 9.00 to 11.50 per offered share. The Offering is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication. In the Offering, 27.00 million newly issued shares from a capital increase will be offered. An additional up to 4.05 million shares (comprising c. 15% of the offered shares) may be placed in connection with a potential over-allotment. The placement volume will range from EUR 279 to 357 million, assuming the over-allotment of up to 4.05 million shares is fully exercised.

In case no stabilization measures are undertaken, and the banks therefore exercise the option granted to them to acquire a number of shares corresponding to the over-allotment (so-called greenshoe option), HelloFresh will issue additional new shares and receive the proceeds from the over-allotment (so-called primary greenshoe). Rocket Internet will support the over-allotment by a securities loan from its holdings of up to 4.05 million shares that will be returned to Rocket Internet in any event.

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Disclaimer

This document contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of Rocket Internet SE ("Rocket Internet") and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, and other factors. Rocket Internet does not assume any obligations to update any forward-looking statements.

This document is not directed to or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This document is neither an advertisement nor a prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities.

This document constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of HelloFresh SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge from HelloFresh SE, Saarbruecker Strasse 37a, 10405 Berlin, Germany, or on the HelloFresh SE website http://ir.hellofreshgroup.com.

This document is not an offer of securities for sale in the United States. The securities of the Company are not and will not be registered pursuant to the provisions of the US Securities Act of 1933, as amended (the "Securities Act") or with the securities regulators of the individual states of the United States. The securities may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration and reporting requirements of the United States securities laws and in compliance with all other applicable United States legal regulations. The Company does not intend to register its securities under the Securities Act or to conduct a public offering of securities in the United States.

Sales in the United Kingdom are also subject to restrictions. The securities are only available in the United Kingdom to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities in the United Kingdom will be engaged in only with, such relevant persons to whom it may be lawfully communicated ("Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this document or any of its contents.