MARLEY SPOON AG PROSPECTUS ARBN 625 684 068 Prospectus for the Offer of 49,296,000 CDIs at A$1.42 each. JOINT LEAD MANAGERS IMPORTANT INFORMATION: Macquarie Capital (Australia) Limited Marley Spoon AG is a registered foreign company under the Corporations Act 2001 (Cth). Canaccord Genuity (Australia) Limited Marley Spoon is a German company registered under the German Stock Corporation Act (HRB 158261 B) IMPORTANT NOTICES Offer of CDIs affect the business, financial condition and Obtaining a copy of this Prospectus This Prospectus is issued by Marley financial performance of Marley Spoon. During the Exposure Period, an Spoon AG, a German stock corporation You should carefully consider these risks electronic version of this Prospectus established under the German Stock in light of your investment objectives, (without an Application Form) will Corporation Act (Aktiengesetz, AktG) financial situation and particular needs be available in electronic form at (ARBN 625 684 068) (Marley Spoon (including financial and taxation issues) https://events.miraqle.com/Marley-Spoon- or the Company) for the purposes of and seek professional advice from your IPO to persons who are Australian Chapter 6D of the Corporations Act accountant, financial advisor, stockbroker, residents only. Application Forms will not 2001 (Cth) (Corporations Act). The Offer lawyer or other professional advisor be made available until after the Exposure contained in this Prospectus is an initial before deciding whether to invest in Period has expired. public offering to acquire fully paid CDIs. There may be risks in addition to CHESS Depository Interests (CDIs) these that should be considered in light During the Offer Period, this over ordinary shares (Shares) in the of your personal circumstances. Prospectus is available in electronic Company (the ). Refer to Section 7 form at https://events.miraqle.com/ Offer This Prospectus includes information for further information. Marley-Spoon-IPO. The Offer regarding past performance of Marley constituted by this Prospectus in In this Prospectus, references to numbers Spoon. Investors should be aware that electronic form is available only to of CDIs is based on 1,000 CDIs being past performance is not indicative of persons within Australia. The Prospectus issued for each Share on issue at the future performance. is not available to persons in other relevant time. jurisdictions (including the United States) Except as required by law, and only to in which it may not be lawful to make the extent required, no person named Lodgement and listing such an invitation or offer. If you access in this Prospectus, nor any other person, the electronic version of this Prospectus, This Prospectus is dated 6 June 2018 warrants or guarantees the performance you should ensure that you download (Prospectus Date) and was lodged with of Marley Spoon, the repayment of and read the Prospectus in its entirety. the Australian Securities and Investments capital by Marley Spoon or any return Commission (ASIC) on that date. on investment in CDIs made pursuant You may, before the Closing Date, obtain Marley Spoon will apply to the Australian to this Prospectus. a paper copy of this Prospectus (free of charge) by telephoning the Marley Spoon Securities Exchange (ASX) within No person is authorised to give any Offer Information Line on 1800 647 819 seven days after the Prospectus Date, information or to make any representation (within Australia) from 8.30am to 5.30pm for admission of the Company to the in connection with the Offer which is (Sydney time), Monday to Friday. Official List of ASX and quotation of not contained in this Prospectus. Any its CDIs on ASX. information or representation not so Applications for CDIs may only be made None of ASIC, ASX or their respective contained may not be relied on as having during the Offer Period on an Application officers take any responsibility for the been authorised by Marley Spoon, the Form attached to or accompanying contents of this Prospectus or the members of the Supervisory Board this Prospectus. merits of the investment to which this or Management Board, the Joint The Corporations Act prohibits any Prospectus relates. Lead Managers or any other person in connection with the Offer. You should rely person from passing the Application As set out in Section 7.2, it is expected only on information in this Prospectus. Form on to another person unless that the CDIs will be quoted on ASX, it is attached to a paper copy of the and CDIs will trade initially on a deferred Exposure Period Prospectus or the complete and unaltered settlement basis. The Company, the The Corporations Act prohibits Marley electronic version of this Prospectus. Registry, and the Joint Lead Managers Spoon from processing applications for Refer to Section 7 for further information. disclaim all liability, whether in negligence securities in the seven-day period after or otherwise, to persons who trade CDIs the Prospectus Date (Exposure Period). Statements of past performance before receiving their holding statements. The Exposure Period may be extended This Prospectus includes information by ASIC by up to a further seven days. regarding the past performance of Expiry Date The purpose of the Exposure Period is to Marley Spoon. Investors should be This Prospectus expires on the date which enable this Prospectus to be examined aware that past performance should is 13 months after the Prospectus Date by market participants prior to the raising not be relied upon as being indicative (Expiry Date). No CDIs will be issued of funds. The examination may result in of future performance. on the basis of this Prospectus after the the identification of deficiencies in this Expiry Date. Prospectus, in which case any Application Financial Information may need to be dealt with in accordance Section 4 sets out in detail the Financial Not investment advice with Section 724 of the Corporations Information referred to in this Prospectus The information contained in this Act. Applications received during the and the basis of preparation of that Prospectus is not financial product Exposure Period will not be processed Financial Information. advice and does not take into account until after the expiry of that period. your investment objectives, financial No preference will be conferred on situation or particular needs. It is applications received during the important that you read this Prospectus Exposure Period. carefully and in full before deciding whether to invest in Marley Spoon. No cooling-off rights Cooling-off rights do not apply to an In particular, you should consider the investment in CDIs issued under this assumptions underlying the Pro Forma Prospectus. This means that, in most Historical Financial Information and Pro circumstances, you cannot withdraw Forma Forecast Financial Information your Application Form once it has (refer to Sections 4.8.1 and 4.8.2) and the been accepted. risk factors (refer to Section 5) that could All references to CY2015, CY2016, involve risks and uncertainties. The Investors should note that market data CY2017 and CY2018 appearing in this Forecast Financial Information included and statistics are inherently predictive and Prospectus are to the financial years ended in Section 4 is an example of forward subject to uncertainty and not necessarily 31 December 2015, 31 December 2016, looking statements. These forward- reflective of actual market conditions. 31 December 2017 and 31 December 2018 looking statements speak only as of There is no assurance that any of the respectively, unless otherwise indicated. the Prospectus Date, and the Company forecasts or projections in the surveys, does not undertake to, and does not reports and surveys of any third party The Financial Information has been intend to, update or revise any forward that are referred to in this Prospectus prepared and presented in accordance looking statements, or publishing will be achieved. Marley Spoon has with the recognition and measurement prospective financial information in not independently verified and cannot principles of the International Financial the future, regardless of whether new give any assurances to the accuracy or Reporting Standards (IFRS) as adopted information, future events or any other completeness of this market and industry by the European Union, endorsed by the factors affect the information contained data or the underlying assumptions European Financial Reporting Advisory in this Prospectus, except where required used in generating this market and Group (EFRAG), which are, with some by law. industry data. Estimates involve risks limited modifications, consistent with and uncertainties and are subject to IFRS and interpretations issued by the Any forward-looking statements are change based on various factors, International Accounting Standards subject to various risks that could cause including those discussed in the Board (IASB). Marley Spoon’s actual results to differ risk factors set out in Section 5. materially from the results expressed or The Historical Financial Information is anticipated in these statements. Forward The market research information sourced presented on both an actual and pro looking statements should be read in from reports prepared by Euromonitor forma basis (as described in Section 4.2). conjunction with, and are qualified by International is included in this Prospectus This Prospectus also includes Forecast reference to, the risk factors as set out subject to the disclaimer set out below. Financial