Press release

LOVEFiLM to Acquire Amazon’s UK and German DVD Rental Business; Amazon to become largest shareholder of LOVEFiLM

February 4, 2008 at 12:00 AM EST

Luxembourg, February 4, 2008 - (BUSINESS WIRE) - Amazon.com (NASDAQ: AMZN) and LOVEFiLM International (www.lovefilm.com), today announced that LOVEFiLM will acquire Amazon's Europe's DVD rental business in the United Kingdom and Germany. As part of this transaction, Amazon Europe will also make a cash investment and become the largest shareholder in LOVEFiLM International Ltd., and finally, the two companies will enter into a multi-year marketing agreement in which Amazon Europe will promote LOVEFiLM's services on its sites for UK and German customers.

Completion of the deal is subject to regulatory approval in the UK and Germany. Following completion of this deal, the new LOVEFiLM subscriber base will total over 900,000 customers predominantly in the UK and Germany, but also in the Nordics (Sweden, Norway, and Denmark).

"As one of Europe's largest online DVD rental businesses, LOVEFiLM is well established to serve customers' increasing demand for entertainment," said Greg Greeley, Amazon's vice president of European retail. "Our investment will enable LOVEFiLM to grow the business further and we are excited to be part of their future."

Simon Calver, CEO of LOVEFiLM International said, "Customers are faced with an astonishing array of choices in the entertainment world these days. LOVEFiLM International will ensure that Amazon Europe's customers get the best possible DVD rental service. We will be delighted to welcome all Amazon Europe customers to the LOVEFiLM service. This new, bigger customer base will give us an even better position from which to build LOVEFiLM as the best place for customers to find film."

Amazon Europe will continue to operate the DVD rental business on behalf of LOVEFiLM for a period of time following the close of the transaction to ensure an efficient transition and smooth customer experience. No staff reductions are planned at Amazon's German or UK operations as a result of the business transfer.

About LOVEFiLM

LOVEFiLM provides DVD rental subscription service in the UK, Sweden, Norway, Denmark and Germany. It offers a range of online DVD rental options in each country. These packages include unlimited and capped DVD rentals each month, free postage and no late fees.

LOVEFiLM UK offers over 65,000 unique titles (including games), cinema listings and ticket sales, as well as a fast-growing film download service.

LOVEFiLM's customers have access to movie news, reviews, trailers, editorial content and other community features, and have generated over 56 million film ratings and over 600,000 reviews.

LOVEFiLM has won the prestigious British Video Association's award for the UK's Best Rental Service in 2005, 2006 and 2007.

LOVEFiLM launched the first UK mass market movie download service to its UK subscriber base in December 2005. Customers can download-to-rent or download-to-own from a choice of over 2,500 titles. Short films and full-length feature films are available from major Hollywood studios including Universal, Fox, Warner Bros., Sony, Momentum and Icon.

Lovefilm launched its fast growing German service under a pilot with Deutsche Post and has most recently announced a white label partnership with one of Germany's leading cinema chains, UCI.

LOVEFiLM is actively supported by four of the leading venture capital firms in Europe - Arts Alliance Media, Balderton Capital, Index Ventures and DFJ Esprit.

About Amazon.com

Amazon.com, Inc., (NASDAQ: AMZN), a Fortune 500 company based in Seattle, opened on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com, Inc. seeks to be Earth's most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers offer millions of unique new, refurbished and used items in categories such as books, movies, music & games, digital downloads, electronics & computers, home & garden, toys, kids & baby, grocery, apparel, shoes & jewelry, health & beauty, sports & outdoors, tools, auto & industrial.

Amazon.co.uk, Amazon.de and Amazon.fr are trading names for Amazon EU S.a.r.l. and Amazon Services Europe S.a.r.l. Both are wholly owned subsidiaries of Amazon.com, Inc.

Amazon and its affiliates operate websites, including www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.co.jp, www.amazon.fr, www.amazon.ca, and the Joyo Amazon websites at www.joyo.cn and www.amazon.cn.

As used herein, "Amazon.com," "we," "our" and similar terms include Amazon.com, Inc., and its subsidiaries, unless the context indicates otherwise.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to competition, management of growth, new products, services and technologies, potential fluctuations in operating results, international expansion, outcomes of legal proceedings and claims, fulfillment center optimization, seasonality, commercial agreements, acquisitions and strategic transactions, foreign exchange rates, system interruption, significant amount of indebtedness, inventory, government regulation and taxation, payments and fraud. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2006, and subsequent filings.

Media contacts:

LOVEFiLM

UK Financial and Business:
M Communications
Nick Miles (+44 (0)20 7153 1530)
(miles@mcomgroup.com)
Ben Simons (+44 (0)20 7153 1530 )
(simons@mcomgroup.com)

UK Trade and Consumer:
Mischief
Jenny Lomas (+44 (0)20 7841 6671)
(jenny.lomas@mischiefpr.com)
Mitch Kaye (+44 (0)20 7841 6670)
(mitchell.kaye @mischiefpr.com)

Germany:
Kafka Kommunikation
Susanne Sothman (+49 89 7675 9434)
(ssothmann@kafka-kommunikation.de)

North America:
SPR Europe, a Sparkpr company
Sarah Kornfeld (+1-415-321-1895)
(sarah@sparkpr.com)

AMAZON
Damian Peachey
44-(0)796 611 6752
dpeachey@amazon.co.uk

Christine Hoeger
+49(0)89/358 03-530)
presse@amazon.de