Zalando SE — Major Shareholding Notification 2015

Mar 13, 2015

Accelerated Bookbuilt Offering ("ABO") Factsheet (13-Mar-2015)

ABO	Coordinated, overnight marketed transaction, extending lock-up and increasing free float in Zalando
Launch & Pricing	 10-Mar-2015
Closing	 13-Mar-2015
Selling shareholders	 Global Founders GmbH, Holtzbrinck Ventures GmbH & Co. KG, AI European Holdings S.à r.l., Rocket Internet AG  17,854,293 shares or ~7.3% of Zalando SE's share capital
Selling management	Certain option holders1  following the exercise of options granted as part of their compensation  488,070 shares or ~0.2% of Zalando SE's share capital
Lock-up	64% of shares locked-up through 28-Jun-2015, underlines continued support by large shareholders and management board
Selling shareholders & option holders	Extended lock-up through 28-Jun-20152 
Non-selling shareholders	 Kinnevik Internet 1 AB (32% ownership), Bestseller Handels B.V. (9%), founders and members of the management board Robert Gentz and David Schneider (4%) Extended lock-up through 28-Jun-20152 
Long-term support	64% of share capital locked up until 28-Jun-20152 
Free float3	Significant step-up in free float, improving trading and liquidity in Zalando shares
Pre ABO	 10%
Post ABO Closing4	 Up to 27%
31-Mar-20154	 Up to 36%
29-Jun-2015	 Up to 100%

¹ Includes Co-CEO Rubin Ritter, who sold 220,660 shares (corresponding to 5% of all options granted to him).

² Lock-up until and including stated date.

³ Free float percentage represents shares not under lock-up.

⁴ Includes 7.5% additional free float from ABO, plus free float from partial lock-up release (50%) for shareholders that did not sign extended lock-up.