Delivery Hero SE

M&A Activity • Feb 3, 2021

Valuation at time of signing

Stock and cash consideration (for 100%)²

• It was agreed that the payment of the purchase price should consist of a cash and a fixed Delivery Hero share component

for 100% of Woowa on a cash and debt free basis

o Cash: Approximately €1.7bn

• US\$4.0bn (or €3.6bn)¹

• Equating to c. 0.6x2019E GMV

o Stock: Fixed number of approximately 40m Delivery Hero shares (based on the VWAP for the 20 trading days prior to the date of the deal announcement of €47.47)

Current status of the transaction

• Conditional regulatory approval received on December 28th, 2020
• o Main condition: Disinvestment of Delivery Hero Korea LLC (including "Yogiyo")
• Final written KFTC approval received on February 2nd, 2021

• Objective to close the transaction during March 2021

• Before certain adjustments; Converted at EUR/USD exchange rate of 1.1087.

• Based on the VWAP for the 20 trading days prior to the date of the deal announcement of €47.47; Delivery Hero has contractually agreed to acquire an economic stake of approximately 88% from shareholders; 11.4% management stake will be converted into Delivery Hero shares over a four year time horizon substantially on the same terms; Percentages are approximate and subject to certain adjustments; Additional shares might be issued in conjunction with Woowa's existing and future employee option program.

Source: Factset Prices

1. Based on the VWAP for the 20 trading days prior to the date of the deal announcement of €47.47.

Strong Delivery Hero Share Price Increase Creates Likelihood of Goodwill Impairment at Closing

Due to strong Delivery Hero share price increase since the announcement of the Woowa Partnership in December 2019 and assuming yesterday's closing share price of €128.65, size of impairment could be up to approximately €1.4bn

Size of goodwill impairment mainly depends on Delivery Hero closing share price on the day of transaction closing

Objective to close the transaction during March 2021

No change to dilution effect/number of shares issued (c. 40m) and non-cash event

Underlying business development remains strong: Uplift in Woowa business outlook since December 2019

Thank you for your attention Looking forward to your questions