Delivery Hero : Document for the admission of shares without a prospectus (May 2024)

This document does not constitute a prospectus and has not been approved or reviewed by any authority. It is provided solely in accordance with and for the purpose of Art. 1 para. 5 (h) of Regulation (EU) 2017/1129. No securities are offered under this document.

Document for the admission of shares without a prospectus

pursuant to Art. 1 para. 5 (h) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC ("Prospectus Regulation")

of

12,000

new ordinary registered shares with no-par value (Stückaktien)

of

Delivery Hero SE, with its registered seat in Berlin, registered with the commercial register of the Local Court (Amtsgericht) of Charlottenburg under HRB 198015 B ("Delivery Hero" or the "Company"),

the issuance of which was resolved by the Management Board of the Company on 8 April

2024, as amended on 17 May 2024 with the consent of the Supervisory Board of the

Company on 10 April 2024, as amended on 21 May 2024, based on the authorization of the Management Board to increase the Company's share capital, which was registered with the commercial register of the Local Court (Amtsgericht) of Charlottenburg, which is competent for the Company, on June 12, 2017 pursuant to the resolution of the shareholders' meeting of June 9, 2017 ("Authorized Capital / IV"),

for the

admission to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the subsegment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse),

each such share representing a notional value of EUR 1.00 per ordinary share

and with full dividend rights from January 1, 2023

International Securities Identification Number (ISIN): DE000A2E4K43

German Securities Code (Wertpapierkennnummer, WKN): A2E4K4

Common Code: 163274973

Background of the share issuance

On 8 April 2024 and as amended on 17 May 2024, the Management Board of the Company resolved, based on the authorization of the Management Board under the Authorized Capital / IV (Sec. 4 para. 5 of the articles of association), to increase the share capital from EUR 282,569,035.00 by EUR 12,000.00 to EUR 282,581,035.00 (the "EH Capital Increase") through the issuance of 12,000 new registered ordinary shares (auf den Namen lautende Stammaktien) ("EH New Shares"). The Supervisory Board of the Company gave its consent to the EH Capital Increase on 10 April 2024 and to the amendment, on 21 May 2024.

The Authorized Capital / IV serves the fulfilment of option rights ("Option Rights") which have been granted or promised by the Company under the Stock Option Program 2017 ("Stock Option Program") in order to replace the formerly existing virtual share program of the Company to (i) current or former managing directors of affiliated companies of the Company,

1. current or former employees of the Company, and (iii) current or former employees of affiliated companies of the Company (collectively the "Option Holders"). The issue prices for the new shares vary - also within the various groups of Option Holders - from EUR 1.00 up to EUR 17.67.

The Option Holders were given the opportunity to exercise their vested Option Rights during an exercise window between 15 March 2024 to 20 March 2024. In accordance with the option terms and conditions, the Option Holders could choose between the following exercise alternatives: Exercise and Sell, Exercise and Sell to Cover and Exercise and Hold. With respect to the exercise alternative Exercise and Hold, the new shares are subscribed by and issued to an Option Holder as instructed by them, i.e. to the Option Holder's deposit account or to a joint deposit account managed in trust by a service provider, which has been mandated by the Company for the execution of the Stock Option Program. With respect to the exercise alternative Exercise and Sell, the Option Holders request the sale of all of the new shares resulting from the exercise of the Option Rights. With respect to the exercise alternative Exercise and Sell to Cover, the Option Holders request the sale of such number of new shares as is necessary for the respective Option Holder for the payment of the aggregate issue price of the subscribed new shares and resulting taxes, social security contributions and other expenses, duties and costs, whilst the remaining number of shares are transferred to the respective Option Holder.

With respect to all 12,000 EH New Shares, the Option Holder has selected the exercise alternative Exercise and Hold.

Admission without a prospectus of 12,000 EH Hold Shares pursuant to the exemption in Art. 1 para. 5 (h) of the Prospectus Regulation

This document relates to 12,000 EH New Shares which were all subscribed by an Option Holder who is not a Supporter ("EH Hold Shares"). In this regard, 12,000 EH Hold Shares will be transferred at an issue price of EUR 1.00 to an Option Holder of the Beneficiary Category (i). The Company has applied to the Frankfurt Stock Exchange for the admission of all EH Hold Shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the Prime Standard without a prospectus, in accordance with Art. 1 para. 5 (h) of the Prospectus Regulation.

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Additional information on the EH Hold Shares

All EH Hold Shares hold the same rights as all other shares of the Company (including full dividend rights from the fiscal year starting 1 January 2023) and do not convey any additional rights or advantages. The consummation of the EH Capital Increase was registered in the commercial register of the Local Court (Amtsgericht) of Charlottenburg on 27 May 2024.

The admission of the 12,000 EH Hold Shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the Prime Standard without a prospectus is expected to be granted on or around 31 May 2024. The introduction of the EH Hold Shares to trading on the regulated market (regulierten Markt) is expected on or around 4 June 2024.

Additional information on Delivery Hero

Additional information on Delivery Hero is available on the Company's website under the Investor Relations section https://ir.deliveryhero.com.

Berlin, 28 May 2024

Delivery Hero SE

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