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

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 June 14, 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

10,798

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 March 25, 2024,

with the consent of the Supervisory Board of the Company of the same day, 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 July 18, 2022 pursuant to the resolution of the shareholders' meeting of June 16, 2022 ("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 sub-segment 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 March 25, 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 272,070,121.00 by EUR 123,197.00 to EUR 272,193,318.00 (the "ES ESC Capital Increase") through the issuance of 123,197 new registered ordinary shares (auf den Namen lautende Stammaktien) ("New Shares"). The Supervisory Board of the Company gave its consent to the ES ESC Capital Increase on March 25, 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 persons of the following categories (each a "Beneficiary Category"): (i) current or former managing directors of affiliated companies of the Company, (ii) 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 5.83 up to EUR 17.67.

The Option Holders were given the opportunity to exercise their vested Option Rights during an exercise window from March 15, 2024 through to March 20, 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 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 New Shares are transferred to the respective Option Holder (the "Transfer Shares").

Under the aforementioned exercise alternatives of Exercise and Sell and Exercise and Sell to Cover, UniCredit Bank GmbH borrows shares of the Company over the market as instructed by the Option Holders and sells such shares over the market (i.e., all shares under Exercise and Sell and some of the shares under Exercise and Sell to Cover). Simultaneously, UniCredit Bank GmbH subscribes all New Shares under these two exercise alternatives in its own name and for its own account. The bank taking on an intermediary position in connection with the execution of an employee participation program is a commonly used practice to simplify the execution of employee participation programs and is in the interest of the Option Holders. If Option Holders request the immediate sale of their shares, which they are entitled to following the exercise of their Option Rights, only the intermediary position of the bank enables a cashless exercise of the Option Rights.

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Admission without a prospectus of 10,798 Transfer Shares pursuant to the exemption in Art. 1 para. 5 (h) of the Prospectus Regulation

This document only relates to the 10,798 Transfer Shares which will be transferred to Option Holders under the exercise alternative Exercise and Sell to Cover. In this regard, 10,166 Transfer Shares will be transferred at an issue price of EUR 16.67 to an Option Holder of the Beneficiary Category (i); 275 Transfer Shares will be transferred at an issue price of EUR 16.67 to an Option Holder of the Beneficiary Category (ii); 357 will be transferred at an issue price of EUR 16.67 to the Option Holders of the Beneficiary Category (iii). The Company has applied to the Frankfurt Stock Exchange for the admission of all Transfer 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.

The Company has applied to the Frankfurt Stock Exchange for the admission of the remaining 112,399 New Shares, which are not the subject of this document, 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 (a) of the Prospectus Regulation.

Additional information on the Transfer Shares

All Transfer Shares hold the same rights as all other shares of the Company (including full dividend rights from the fiscal year starting January 1, 2023) and do not convey any additional rights or advantages. The consummation of the ES ESC Capital Increase was registered in the commercial register of the Local Court (Amtsgericht) of Charlottenburg on April 5, 2024.

The admission of the Transfer 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 April 12, 2024. The introduction of the Transfer Shares to trading on the regulated market (regulierten Markt) is expected to occur on or around April 16, 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, April 2024

Delivery Hero SE

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