Delivery Hero successfully places 3.25% EUR 1,000 million convertible bonds due in 2030

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Berlin, February 13, 2023 – Delivery Hero SE ("Delivery Hero" or the "Company"), the world’s leading local delivery platform, successfully placed senior, unsecured convertible bonds with a principal amount of EUR 1,000 million and a maturity in February 2030.

The new issue is divided into 10,000 convertible bonds, with a nominal value of EUR 100,000 each. Initially, the convertible bonds can be converted into approximately 17,316,017 new or existing ordinary no-par value registered shares of Delivery Hero.

The convertible bonds will be issued at 100% of their nominal value and with a coupon of 3.25% p.a., payable on a semi-annual basis. The initial conversion price of EUR 57.75 corresponds to a conversion premium of 40.0% above the reference price of EUR 41.25 [1]. The convertible bonds have been placed in a private placement exclusively with institutional investors in certain jurisdictions. Shareholders' subscription rights were excluded.

The issuance of the convertible bonds is awaited on or around February 21, 2023, while their admission to trading on the non-regulated open market (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.

The Company will be entitled to redeem the convertible bonds at any time (i) on or after September 11, 2028 if the stock exchange price per Delivery Hero share over a certain period of time amounts to at least 150% of the then applicable conversion price, or (ii) if 20% or less of the aggregate nominal amount of convertible bonds remain outstanding.

Holders of the convertible bonds will be entitled to require an early redemption of their convertible bonds on August 21, 2028. The value of the redemption shall consist of its principal amount, plus accrued but unpaid interest.

Simultaneously, a placement of existing shares in the Company has been conducted on behalf of the convertible bond investors who wish to hedge the market risk of investing in the convertible bonds. The placement price has been determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the offering of existing shares.

The Company will receive gross proceeds amounting to EUR 1,000 million from the convertible bonds. Delivery Hero’s intention is to use the proceeds to finance the mentioned tender offer - which has been announced concurrently to the offering of convertible bonds - and for general corporate purposes. The tender offer process will start at 8:00 CET and expire at 17:30 CET on February 14, 2023.

ABOUT DELIVERY HERO

Delivery Hero is the world’s leading local delivery platform, operating its service in over 70 countries across Asia, Europe, Latin America, the Middle East and Africa. The Company started as a food delivery service in 2011 and today runs its own delivery platform on four continents. Additionally, Delivery Hero is pioneering quick commerce, the next generation of e-commerce, aiming to bring groceries and household goods to customers in under one hour and often in 20 to 30 minutes. Headquartered in Berlin, Germany, Delivery Hero has been listed on the Frankfurt Stock Exchange since 2017 and is now part of the MDAX stock market index. For more information, please visit www.deliveryhero.com

MEDIA CONTACT
Lara Hesse
Corporate & Financial Communications
+49 151 54 66 00 56
press@deliveryhero.com

INVESTOR RELATIONS CONTACT
Christoph Bast
Head of Investor Relations
+49 160 30 13 435
ir@deliveryhero.com

Important notice

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Delivery Hero SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

In member states of the European Economic Area the placement of securities described in this announcement (the "Placement") is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Delivery Hero SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

Information to Distributors

Pursuant to EU product governance requirements, the Convertible Bonds have been subject to a product approval process, under which each distributor has determined that such Convertible Bonds are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the Convertible Bonds is responsible for undertaking its own target market assessment in respect of the Convertible Bonds and determining appropriate distribution channels.

^[1] Placement price per share under the simultaneous placement of existing shares of the Company as described below