Delivery Hero : Annual Financial Statement and Combined Management Report Delivery Hero SE 2023

Annual Financial Statements

Delivery Hero SE December 31, 2023

CONTENT

COMBINED MANAGEMENT REPORT	3
BALANCE SHEET	4
INCOME STATEMENT	6
NOTES	7
AUDITOR´S REPORT	47

MANAGEMENT REPORT

ANNUAL FINANCIAL STATEMENT

2023

COMBINED MANAGEMENT REPORT

The Management Report of Delivery Hero SE has been combined with the Management Report of the Delivery Hero Group in accordance with § 315 section 5 together with § 298 section 2 of the German Commercial Code (Handelsgesetzbuch - HGB) and is published in the 2023 Annual Report of the Delivery Hero Group.

The Financial Statements and the combined Management Report for Delivery Hero SE and the Delivery Hero Group for the 2023 financial year are filed with and published in the German Company Register.

The Financial Statements of Delivery Hero SE as well as the Annual Report for the 2023 financial year are also available for download on the Internet at https://ir.deliveryhero.com/financial-reports-and-presentations/.

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BALANCE SHEET

ANNUAL FINANCIAL STATEMENT

2023

DELIVERY HERO SE, BERLIN

BALANCE SHEET AS OF DECEMBER 31, 2023

Assets
in million EUR	31.12.2023	31.12.2022

A. Fixed assets

1. Intangible assets

	1.	Internally generated intangible assets	66.2			32.7
	2.	Purchased trademarks and software	0.6			2.4
	3.	Advance payments and	31.3			34.4
		assets under development	98.1	69.4
II.	Property, plant and equipment
	1.	Plant and machinery	0.6			0.5
	2.	Office and other operating	30.0			11.7
		equipment
	3.	Advance payments and	9.1			9.8
		assets under construction	39.6	22.0
III. Financial assets
	1.	Shares in affiliated companies	6,420.4			7,043.4
	2.	Loans to affiliated	1,184.5			1,808.0
		companies
	3.	Investments	4.2			0.0
	4.	Securities held as fixed assets	197.2			168.3
	5.	Shares in other investments	79.0			236.1
	6.	other Loans	10.0	7,895.3	9.1	9,264.8
					8,033.0			9,356.1

B. Current assets

1. Inventories

	1.	Unfinished services	0.3			1.3
	2.	Finished goods and merchandise	4.1			3.8
	3.	Advance payments	1.6	6.1	2.1	7.2
II.	Receivables and other assets
	1.	Trade receivables	1.3			0.2
	2.	Receivables from	291.7			285.2
		affiliated companies
	3.	Other assets	95.8	388.8	951.9	1,237.3
III. Other Securities
					257.3			0.0
IV. Cash on hands and bank balances			35.8			247.6
					688.0			1,492.1
C. Deferred expenses			578.7			315.9
					9,299.7			11,164.2

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BALANCE SHEET

ANNUAL FINANCIAL STATEMENT

2023

Shareholder's Equity and liabilities
in million EUR	31.12.2023	31.12.2022

A. Shareholder's Equity

1. Issued capital

	1. Subscribed capital	270.7			265.1
	2. Treasury shares (nominal value)	0.0	270.6	-0.1	265.0
II.	Capital reserve			10,383.9			9,818.9
III. Profit / Loss carryforward			-4,964.1			-3,662.8
IV. Net loss			-3,745.3			-1,301.3
				1,945.2			5,119.8
B. Provisions
1.	Tax provisions			35.9			24.3
2.	Other provisions			171.1			195.3
				207.0			219.5
C. Liabilities
1.	Convertible bonds			4,689.8			4,406.0
2.	Payments received			16.6			16.6
3.	Trade payables			5.8			5.1
4.	Liabilities to affiliated companies			2,309.4			1,180.8
5.	Other liabilities			68.2			184.0

• thereof for taxes € 10.9 million (PY: € 0 million )
• thereof for social security
  € 2.5 million (PY: € 4.9 million )

	7,089.9	5,792.6
D. Deferred income	0.5	0.6
E. Deferred tax liabilties	57.1	31.6
	9,299.7	11,164.2

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												INCOME STATEMENT
												ANNUAL FINANCIAL STATEMENT
												2023
DELIVERY HERO SE, BERLIN
INCOME STATEMENT FOR THE PERIOD
FROM JANUARY 1 TO DECEMBER 31, 2023
in Million EUR	2023		2022
1.	Revenue					319.4					281.6
2.	Increase or decrease in finished and unfinished					-1.0					-0.1
	products and services
3.	Other own work capitalized					57.4					35.3
4.	Other operating income					536.8					1,696.8
5.	Cost of materials
	a) Cost of raw materials, supplies					-16.9					-19.9
		and purchased goods
6.	Personnel expenses
	a)	Wages and salaries		-585.7			-574.0
	b)	Social security and		-56.3	-642.0		-47.0	-621.0
		other benefits

• thereof for pensions: EUR -0.4 (PY: EUR -0.3)

7. Amortization of

1. intangible assets and

		depreciation of property, plant and equipment		-38.3				-27.2
	b)	Write-downs on
		current assets exceeding
		ordinary write-downs		-24.0		-62.3		-63.6		-90.8
		usual for the Company
8.	Other operating expenses				-1,001.5				-605.5
9.	Income from investments			582.5			179.5
	-	thereof from affiliated companies:
		EUR 582.5 (PY: EUR 179.5)
10.	Income from the lending			153.0			109.8
	of financial assets

• thereof from affiliated companies: EUR 153.0 (PY: EUR 109.8)

11. Interest and similar income

74.9

20.7

• thereof from affiliated companies: EUR 1.8 (PY: EUR 0.0)

12.	Write-downs of financial assets				-3,029.8				-2,086.5
13.	Interest and similar expenses				-350.2				-168.3
	- thereof from affiliated companies:								-
	EUR -127.1 (PY: EUR -43.9)
14.	Expenses from loss absorption				-418.9				-
15.	Negative interests paid on short term investments				-				-0.8
16.	Income taxes	54.8				-31.8

• thereof for deferred taxes: EUR 97.1 (PY: EUR 4.1)

17.	Earnings after taxes				-3,743.6				-1,301.0
18.	Other taxes				-1.6				-0.2
19.	Net loss for the year				-3,745.3				-1,301.3

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NOTES

ANNUAL FINANCIAL STATEMENT

2023

NOTES TO THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2023

A. GENERAL INFORMATION

Delivery Hero SE, based in Berlin, met the definition of a large corporation set out in Section 267 (3) and (4) of the German Commercial Code (Handelsgesetzbuch, HGB) as at the end of the reporting period on December 31, 2023. The Company is registered in the commercial register maintained by the Local Court of Charlottenburg under the number 198015 B with the business address Oranien- burger Straße 70, 10117 Berlin, Germany.

The financial statements of Delivery Hero SE have been prepared in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch, HGB) as well as those of the German Companies Act (Aktiengesetz, AktG).

The fiscal year corresponds with the calendar year.

Delivery Hero SE closed financial year 2023 with a net loss of € 3,745.3 million (previous year: annual loss of € 1,301.3 million). The Management Board assumes that Delivery Hero SE will continue to have sufficient liquidity and capital to continue its business operations in the future. The financial statements have therefore been prepared on a going concern basis.

German Corporate Governance Code Declaration per section 161 AktG/section 285 (16) HGB

On December 30th, 2023, the Management Board and the Supervisory Board of Delivery Hero SE issued the Declaration of Compliance with the recommendations of the "German Corporate Governance Code" pursuant to section 161 of the German Stock Corporation Act (AktG). The declaration is permanently available at:

https://ir.deliveryhero.com/declaration-of-compliance

B. ACCOUNTING AND REPORTING POLICIES

General Information

The profit and loss account has been prepared in accordance with the total cost method pursuant to section 275 (2) HGB.

In the interests of improved clarity and transparency, some of the remarks that statutory provisions make optional for the balance sheet or notes have been published in these notes.

Accounting Policies

The following accounting policies were the main ones applied for the preparation of the annual financial reports:

ASSETS

Fixed Assets

Intangible fixed assets: The option to capitalize internally generated intangible assets is utilized in accordance with section 248 (2) HGB. Internally generated intangible assets are recognized at production cost and amortized using the linear method over one to three years. Options to incorporate general administration costs and reasonable expenses for the Company's social benefits, voluntary social payments and retirement benefits were not utilized. Purchased trademarks and software are recognized at their acquisition cost and, where subject to exhaustion or obsolescence, are systematically amortized using the linear method in line with their normal useful life. IT programs acquired for cash are amortized over a normal useful life of two to three years. An exception is made for IT programs with an acquisition cost under € 800 (previous year: € 800), which are immediately expensed at their full amount. Licenses are amortized over the useful life specified in the relevant license agreement. In the event of a probable permanent impairment, impairment losses are recognized in order to recognize the intangible assets at the lower value.

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NOTES

ANNUAL FINANCIAL STATEMENT

2023

Tangible fixed assets are measured at their acquisition or production cost less scheduled, linear de- preciation. Tangible fixed-asset additions are normally depreciated pro rata temporis. This depreciation uses depreciation rates that are determined based on predicted useful life and do not vary significantly from the depreciation schedules provided by tax laws. In the event of a probable permanent impairment, impairment losses are recognized to reduce the carrying amount of tangible fixed assets to the lower value.

The accounting provision of Section 6(2) of the German Income Tax Act (Einkommensteuergesetz, EStG) is applied when recognizing low-valueassets. Acquisition or production costs for movable fixed assets that are subject to wear and tear and can be used independently are charged in full as an expense during the financial year in which they are acquired, produced, or contributed if the acquisition or production costs do not exceed € 800 (previous year: € 800) for the individual asset after deducting the input-tax amount included in the costs.

Financial assets are valued at acquisition cost or, in the event of a probable permanent impairment, at the lower fair value. For shares in affiliated companies, the company determines the fair value with an impairment test using the discounted-cash-flow-method. Loans to affiliated companies are included in the impairment test. If there is a need for impairment, the shares are first written down and any excess impairment is allocated to the loans. In the case of non-listed minority interests, a fair value is determined on the basis of a multiplier method in the event of identifiable risks and impaired to the lower fair value in the event of a probable permanent impairment. If the multiplier method is excluded or supplemented, available information is evaluated as indicators. If information suggests that an impairment is likely to be permanent, impairment losses are recognized to the lower fair value. If the reasons for the impairments no longer apply, the impairments are reversed.

Current Assets

Inventory are measured at their acquisition or production cost in compliance with the lower of cost or market principle.

Receivables and other assets are recognized at their nominal or fair value as at the end of the reporting period. Reasonable write-downs are made for receivables whose collectability is subject to identifiable risks; uncollectible receivables are written off in full. Receivables in foreign currencies are valued in accordance with the strict lower of cost or market principle. When they are first recognized they are converted using the mean rate on the day they. Receivables with a remaining term of less than one year are measured using the mean spot exchange rate as at the end of the reporting period. Long-term receivables are recognized at a lower value if the exchange rate is lower at the end of the reporting period, while any gains from a higher exchange rate (producing a valuation gain) remain unrecognized.

In the financial year 2023, a profit and loss transfer agreement were concluded between the company and its affiliated companies Foodpanda GmbH, Berlin, and Delivery Hero Finco Germany GmbH, Berlin, with retroactive effect from January 1, 2023. Accordingly, the affiliated companies are contractually obliged to transfer profits and DH SE to assume losses in accordance with section 302 AktG. DH SE recognizes a receivable from or a liability to affiliated companies depending on the existence of retained earnings or accumulated losses of the companies. The income and expenses from the profit and loss transfer agreement are reported in a separate income statement item.

Other securities are initially measured at cost. Subsequent measurement is based on current stock exchange or market prices.

Cash and cash equivalents are recognized at their nominal value as at the end of the reporting pe- riod.

Recognized prepaid expenses refer to payments prior to the end of the reporting period if the expense is for a given time period following the end of the reporting period. They are recorded at their nominal value as at the end of the reporting period. The company has made use of the capitalization option in accordance with section 250 (3) HGB.

The premiums from the convertible bonds placed are reported under prepaid expenses. No premium in excess of the settlement amount was agreed for the current issues of convertible bonds. The premium was estimated by comparing the capital market interest rate of comparable convertible bonds with the interest rate stipulated in the terms of issue at the time of issue. Prepaid expenses and deferred charges were recognized in the amount of the calculated premium with an offsetting entry in the capital reserve. The reversal takes place as scheduled over the term of the underlying bond liability in net interest income.

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NOTES

ANNUAL FINANCIAL STATEMENT

2023

In the financial year 2022, external financing was taken out by the DH Group and passed on to the company within the Group. The discount from the intragroup transfer was capitalized as deferred income in accordance with section 250 (3) sentence 1 HGB.

The disagios are allocated to net interest income over the term of the bond.

LIABILITIES

Shareholder´s Equity

The subscribed capital is reported at nominal value.

Delivery Hero SE has existing programs for share-based remuneration. The stock plans give employees rights or shares (Restricted Stock Units - "RSUs") that generally entitle the beneficiary to acquire shares in the Company (share-based compensation settled in equity instruments) on completion of a specified period of work for the Company. With some plans, the Company is required to settle the rights in cash at certain exit events (e.g. Change of Control). In addition, the Company has an option to settle by issuing new shares or in cash. The occurrence of exit events is seen as unlikely at the present time. There are no plans to utilize the option for settling in cash for the stock-appreciation plans, with the exception of the Virtual Share Program 2017, which converts to cash settlement. The remaining stock plans are classified as share-based compensation settled in equity instruments. These commitments are reported in accordance with international IFRS 2 rules since the German Commercial Code does not provide explicit regulation for such share-based compensation. The entitlements from the commitments are recognized under personnel expenses with an offsetting entry in the capital reserve under equity. The obligation arising from the cash-settledshare-based compensation plan is included in other provisions. The total entitlements are measured by pricing the options using the Black-Scholes model. RSU entitlements are measured by dividing the respective granted award amount by the fair value of one RSU derived from Delivery Hero's 30-day average share price prior to the respective grant date. RSUs are granted based on a contractually fixed euro value.

Provisions are recognized at the settlement amount seen necessary based on reasonable commercial judgment. All recognizable risks, uncertain liabilities and impending losses from pending transactions are taken into account. Future price and cost increases are taken into account insofar as there are sufficient objective indications that they will occur.

Provisions with a remaining term of more than one year are discounted based on a market interest rate that averages the last seven financial years and corresponds to the remaining term.

Payables are recognized at their settlement amount. Payables in foreign currencies are converted using the mean daily rate at the time of recognition. Current foreign-currency payables with a remaining term of one year or less are measured using the mean spot exchange rate. If the exchange rate is higher on the balance sheet date, a foreign currency loss is taken into account for long-term liabilities. A lower rate (valuation gain) is not taken into account.

Deferred Taxes

If there are differences between the methods under commercial law for measuring assets, debts, accruals and deferrals and those under tax law and the resulting differing amounts will foreseeably break down in later financial years, any net tax burden incurred is recognized under deferred tax liabilities in the statement of financial position. Any net tax relief incurred through these differences is not recognized, in accordance with the utilized option under section 274 (1) HGB, second sentence.

Valuation Units

Insofar derivative financial instruments are concluded to hedge foreign currency risks and fair value risks, no valuation units in accordance with section 254 HGB are formed.

Profit and Loss Statement

Intragroup income from license and service agreements are reported under revenues.

Intragroup cost recharges that occur without an actual exchange of services are presented under other operating income.

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NOTES

ANNUAL FINANCIAL STATEMENT

2023

C. EXPLANATION OF STATEMENT ITEMS

FIXED ASSETS

Developments among fixed assets are described along with the financial year's amortization and depreciation in the schedule of assets in Annex I of these notes.

Intangible Assets

As part of the exercise of the option, expenses of € 60.4 million were capitalized under internally generated intangible assets as well as advance payments and assets under development in the financial year (previous year: € 42.6 million). This included amortization of € 29.9 million (previous year: € 18.8 million).

Due to the capitalization of internally generated, fixed intangible assets, section 268 (8) HGB imposes a restriction on distributions worth € 68.1 million (previous year: € 46.8 million).

Financial Assets

The shares in affiliated companies, investments, securities held as fixed assets and other investments reported under financial assets are composed as shown in Annex I of these notes.

The additions to shares in affiliated companies in the amount of € 1,003.3 million (previous year: € 1,268.3 million) mainly result from the transfer of shares as part of the settlement of the vested rights previously reported under other assets in connection with the Woowa acquisition in 2021 in the amount of € 530.9 million.

Further additions resulted mainly from capital increases carried out at subsidiaries for the purpose of intra-group funding. In addition, the company acquired further minority interests in Glovoapp23 S.A. ("Glovo") in 2023 by issuing treasury shares in the amount of € 29.3 million.

The reclassifications in the amount of € 161.2 million (previous year: € 512.5 million) are mainly due to the conversion of loans granted to subsidiaries.

Loans to affiliated companies in the amount of € 1,184.5 million (previous year: € 1,808.0 million) result from intragroup funding.

The addition to investments includes the investment in a venture capital fund in the amount of € 4.2 million.

Securities held as fixed assets include mainly the shares in Just Eat Takeaway.com N.V. and the shares in Deliveroo Plc.

Other investments include non-securitized shares in companies that do not constitute an investment in accordance with section 271 (1) HGB.

Other loans in the amount of € 10.0 million (previous year: € 9.1 million) mainly consist of loans to shareholders of a subsidiary which were issued in connection with the Woowa acquisition.

Impairments of € 1,780.4 million (previous year € 1,390.1 million) were recognized for shares in affiliated companies in the financial year due to expected permanent impairment.

Impairment of loans to affiliated companies of € 1,071.6 million (previous year € 228.3 million) were recognized in the financial year due to expected permanent impairment.

The impairment of shares in, loans to affiliated companies and receivables from affiliated companies in the financial year related to entities in Europe (€ 1,586.0 million, previous year: € 694,5 million), Asia1 (€ 532,4 million, previous year: € 249.1 million), South America (€ 428.2 million, previous year:

• 385.7 million) and the Middle East (€ 329.2 million, previous year: € 352.0 million). The impairments result in particular from plan adjustments against the backdrop of continuing difficult market envi- ronment rising capital costs.

1 The regional allocation is based on the registered office of the operating company, not any intermediate holding compa- nies.

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