Delivery Hero SE

Investor Presentation • Feb 11, 2020

Q4 / FY 2019 Trading Update

11th February, 2020

Our Clear Vision

Always delivering an amazing experience

Agenda

1 Recap and Update on Woowa Partnership

• 2 Business Update
• 3 Financial Update
• 4 Outlook
• 5 Summary and Q&A

Recap and Update on Woowa Partnership

Valuation	\$4.0bn (or €3.6bn)1 − for 100% of Woowa on a cash and debt free basis − This equates to c. 0.6x 2019E GMV
Stock and Cash consideration (for 100%)2	Stock: up to €1.9bn paid by issuing up to 40.1m shares from existing authorizations − − Up to 31.2m shares delivered at closing and the remaining shares at the same terms over a 4 year time horizon Cash: up to €1.7bn −
Conditions	− Closing subject to certain conditions incl. regulatory approval and financing − Closing expected in H2 2020
Financing	− Raised c. €2.3bn from the issuance of €1.75bn convertible bonds and c. €570m equity offering to partially de-risk a portion of the cash component as well as use the proceeds for Delivery Hero's operations

^1. Before certain adjustments; Converted at EUR/USD exchange rate of 1.1087

^2. Based on a 20-day VWAP of €47.47 as of signing; Delivery Hero has contractually agreed to acquire an economic stake of approximately 87% from shareholders; 12% management stake will be converted into Delivery Hero shares over a four year time horizon at the same terms; Percentages subject to certain adjustments; Additional shares might be issued in conjunction with Woowa's existing and future employee option program.

Agenda

• 1 Recap and Update on Woowa Partnership
• 2 Business Update
• 3 Financial Update
• 4 Outlook
• 5 Summary and Q&A

Financial Highlights

216m	€2.3bn	€483m
Q4 19 ORDERS	Q4 19 GMV	Q4 19 REVENUES
+99%	+70%	+117%
Q4 19 YoY Growth	Q4 19 YoY Growth	Q4 19 YoY Growth
666m	€7.4bn	€1.46bn
FY 19 ORDERS	FY 19 GMV	FY 19 REVENUES
+80%	+66%	+109%
FY 19 YoY Growth	FY 19 YoY Growth	FY 19 YoY Growth

Consistent Strength of Top line Growth

All values in Unit million / € million. The strategic partnership with Woowa is not reflected in the figures until closing of the transaction, expected to be in H2 2020

YoY growth rates on a constant currency pro forma basis

1. Referring to equal weighted average of last reported pro forma order growth for listed peers: Grubhub: 8% (Q419), Just Eat: 10% (Q419), Takeaway: 20% (Q419, pro forma adjusted assuming weighted order growth of 14% for NL, 23% for DE and 22% for Other Leading Markets respectively), Meituan Food Delivery 38% (Q319)

2. The group order growth would have been 93% YoY if adjusted for all acquisitions and divestments, mainly related to the acquisition of Zomato UAE which was consolidated from 1st of March 2019

Delivering on Our Promise

Guidance at IPO	Status
Growth as No.1 Priority • >40% in short & mid-term >30% in the long-term •	Accelerated order growth of 99% YoY in Q4 2019 driven by successful new customer acquisition and cohort improving with now 96% of orders coming from returning customers Improved retention rate & customer frequency driven by successful investments into customer experience Commitment to fast growing Asia, which will be backed by strategic partnership with Woowa and their unique regional insights and operational expertise
Invest for Leadership • Further build leadership positions across the most attractive markets	Increased leadership to 35 countries and expanded into 3 more markets (Cambodia, Laos, Myanmar), now totalling 441 >72m orders per month in Q4 2019 in more than 4,000 cities Strategic partnership with Woowa will reinforces global leadership and strengthens position in Asia
Build Tech & Product Leadership Invest in innovation to build a • third generation on-demand platform	• >32m own-delivery orders per month in Q4 2019 (44% of total orders) in circa 450 cities • Strategic partnership with Woowa will leverage global best practices and technology platform
Profitability	Supports Delivery Hero's long-term EBITDA margin target of 5-8% of GMV

1. Based on Google Trend Data. This is referring to current consolidation footprint before closing of the transaction in Korea

Q4 2019 Business Update

Reached Milestone of 500,000 Restaurants Globally

• Increase of restaurant sales coverage (+70% YoY) with specific push in Asia
• Reached milestone of half a million restaurants in January (+92% YoY) for widest selection of any publicly listed peer globally outside of China
• More than 100 virtual restaurants globally adding to selection and penetration as well as improved commission rate structure

Regional Platforms Supported by Global Services for Best in Class Technology

• More than 96% of GMV now generated on our central tech stack serving 7 regional platforms for local adoption
• Increase of product and technology team with c. 1,500 professionals worldwide by the end of 2020, specifically in Asia with introduction of Singapore technology hub;
  • Successful launch of "Panda Pay", proprietary payment solution in Asia
  • Successful launch of "Pandamart", a third-generation e-commerce platform in Asia

Becoming a Leading Instant Delivery App

• Further roll-out of multi verticals in 11 markets, now operating in 29 out of 44 countries
• New verticals surpassed threshold of 1m orders per month

Scaling Own-Delivery at Positive Unit Economics

Improved Delivery Time with Scale

Increase of Own-Delivery Profit Contribution¹

Own-delivery being at 44% of overall orders

Expect 55-60% of own-delivery by end of 2020 with only very moderate increase after that, increase mainly driven by market mix

Current roll out is mainly focused on new cities & areas (owndelivery offered in 450 cities globally)

Operational improvements led to a reduction in average delivery time to 28 minutes

• Own-delivery remains gross profit positive on a group level
• Improved profit contribution per order valid for both, mature markets and early stage markets
• Gross profit contribution for group already exceeding that of marketplace in some markets

Agenda

• 1 Recap and Update on Woowa Partnership
• 2 Business Update
• 3 Financial Update
• 4 Outlook
• 5 Summary and Q&A

Q4 2019 Group Performance

• Continued exceptional order and revenue growth of 99% and 117% YoY respectively
• Average order value decreased by -14% YoY due to decrease in minimal order value
  • Reached bottom but market mix effect will reduce group basket
• Own-delivery orders further increased to 44% of total orders in Q4 2019 driven by greater customer demand and city expansion
• Preliminary EBITDA margin is expected to be -29.6% of revenue for FY 2019 or c. -6.0% as a percentage of GMV

All values in Unit million / € million

Included reported current growth rates for Argentina in our constant currency calculation due to the effects of hyperinflation in Argentina

YoY growth rates in red are constant currency and in black are reported currency

Q4 2019 MENA Performance

All values in Unit million / € million

YoY growth rates in red are constant currency and in black are reported currency

MENA order growth would have been 45% YoY if adjusted for all acquisition and divestments – Related to the acquisition of Zomato UAE which is consolidated from 1 March 2019

Delivery Hero SE Q4 / FY 2019 Trading Update

Q4 2019 Asia Performance

All values in Unit million / € million YoY growth rates in red are constant currency and in black are reported currency

Q4 2019 Europe Performance

YoY growth rates in red are constant currency and in black are reported currency 1. Order growth for European publicly listed peers: Just Eat: 10% (Q419), Takeaway: 20% (Q419, pro forma adjusted assuming weighted order growth of 14% for NL, 23% for DE and 22% for Other Leading Markets respectively)

All values in Unit million / € million

Q4 2019 Americas Performance

All values in Unit million / € million

YoY growth rates in red are constant currency and in black are reported currency

1. Americas revenues and GMV as well as the respective growth rates are impacted by the Argentinian operations qualifying as hyperinflationary economy according to IAS 29 beginning 1 September 2018. 2018 revenue is retrospectively adjusted. Comparability is affected as prior period information is not restated. In Q4 2019 revenues & GMV have been retrospectively adjusted with a total positive impact of €2.6m and €14.5m respectively

2. Included reported current growth rates for Argentina in our constant currency calculation due to the effects of hyperinflation in Argentina

Outlook on Segment Structure

• The advanced roll out of dark stores and kitchens during Q4 2019 encouraged to re-evaluate the reporting structure
• From 2020 reporting will include an additional segment "Integrated Verticals" where Delivery Hero acts as a principal².
• "Platform Business" (agent business) will continue to be reported through 4 regional segments
• While "Integrated Verticals" business still makes up for a small portion of the overall business (c. 1% of group revenues) it is expected to grow over time
• Expected impact on revenues to be <5% but fundamentally different economics to platform business

• "Integrated Verticals" are currently operating across Asia and MENA segments

• Charts are for illustrative purposes and are not appropriately scaled

• "Principal business" refers to those operations where Delivery Hero is in charge of the entire value chain (dark kitchens & stores) as opposed to "agent business" (platform business) where Delivery Hero acts as an intermediary between customer and restaurant.

Agenda

• 1 Recap and Update on Woowa Partnership
• 2 Business Update
• 3 Financial Update
• 4 Outlook
• 5 Summary and Q&A

Healthy Cash Position Provides Flexibility to Invest …

1. Excluding c. €170m of restaurant cash and including the minority share in Takeaway.com

2. Including proceeds from convertible bonds issuance and equity raise in January 2020 (€2.3bn), earmarking a portion of the cash component of Woowa transaction for illustrative purposes (€1.7bn)

Equity Value Bridge

1. Illustrative value

2. As defined per previous page

3. Latest portfolio valuation of all minority interests (excluding Takeaway.com) as per 4Q19 results

Outlook

2019E Guidance:

Revenues €1.46bn

-29.6% Preliminary Adjusted EBITDA

• The Europe segment broke-even during Q4 2019
• MENA platform business¹ is expected to generate a positive adjusted EBITDA of €65m incl group costs for FY 2019
• Outside of the food delivery, the MENA segment successfully invested into dark stores and virtual restaurants with a net adjusted EBITDA impact of c. negative €20m in Q4 2019

2020E Guidance:

Revenues

€1.45bn €1.45bn €2.4bn to €2.6bn

Reflecting a growth rate of c. 70% YoY2

-14% to -18% Adjusted EBITDA

Plus additional investments of up to €200m

• Continued investments into early stage markets but with EBITDA margin directionally improving
• Flexibility of additional investments of up to €200m is intended to be opportunistically allocated to extend leadership positions

• Profitability outlined for 2 segments:

  • Europe expected to remain break even in 2020
  • MENA platform business¹is expected to double adjusted EBITDA in absolute terms in 2020

• Referring to midpoint of guidance

^1. MENA food delivery business defined as MENA segment excluding investments into dark stores and virtual restaurants

Delivery Hero at a Glance: Best-in-class Performance and Global Leadership

2019

1. Based on Google Trend Data. This is referring to current consolidation footprint before closing of the transaction in Korea

Agenda

• 1 Recap and Update on Woowa Partnership
• 2 Business Update
• 3 Financial Update
• 4 Outlook
• 5 Summary and Q&A

APPENDIX

Delivery Hero SE Q4 / FY 2019 Trading Update

Financial Calendar 2020

Event	Release Date
FY 2019 Financial Results	28-Apr-2020
Q1 2020 Trading Update	28-Apr-2020
Annual General Meeting	18-Jun-2020
Q2 2020 Trading Update	30-Jul-2020
H1 2020 Financial Results	27-Aug-2020
Q3 2020 Trading Update	28-Oct-2020

Adjustments

• Definition

• The reported pro forma figures have been retrospectively adjusted for divestments of Foodora non-core assets i.e. Australia, France, Italy & Netherlands and Germany
  • Figures have not been adjusted for other acquisitions or divestments that can be found in the table below
• The group order growth would have been 93% YoY if adjusted for all acquisition and divestments, mainly related to the acquisition of Zomato UAE which is consolidated from 1 March 2019.
• The strategic partnership with Woowa is not reflected in the figures until closing of the transaction, which is expected for H2 2020

• Change in Footprint Since Q4 2018

v

	Europe	MENA	Asia	Americas
Acquisitions	Hungrig (Sweden) Foody (Cyprus)	UAE (Zomato)		Dominican Republic (Delivery RD)
Divestments	Poland (PizzaPortal) Germany (foodora, pizza.de, Lieferheld)			Peru (Domicilios) Ecuador (Megabite)

Delivery Hero KPIs (1/2)

	2018
in €m	Q1	Q2	H1	Q3	Q4	FY	Q1	Q2	H1	Q3	Q4	FY
Delivery Hero Group
Orders	80.2	86.4	166.6	94.5	108.3	369.4	124.5	144.2	268.8	181.3	216.0	666.1
% YoY Growth	51.8%	48.3%	50.0%	49.0%	46.7%	48.8%	55.2%	67.0%	61.4%	91.8%	99.4%	80.3%
% OD Orders	10.2%	11.9%	11.1%	16.4%	19.5%	14.9%	25.0%	29.9%	27.6%	40.4%	44.5%	36.5%
1,2 GMV	970.7	1,041.1	2,011.8	1,119.8	1,322.8	4,454.4	1,507.6	1,684.1	3,191.7	1,971.7	2,272.2	7,435.5
% YoY Growth (Reported currency)	42.5%	40.7%	41.6%	39.7%	45.7%	42.3%	55.3%	61.8%	58.6%	76.1%	71.8%	66.9%
% YoY Growth (Constant currency)	59.4%	55.6%	57.4%	46.2%	57.8%	54.7%	56.8%	63.7%	60.4%	73.2%	70.0%	66.5%
1,2 Revenue	137.7	154.5	292.2	175.9	218.9	687.0	267.2	314.6	581.7	390.5	483.3	1,455.5
% YoY Growth (Reported currency)	56.2%	58.7%	57.5%	65.3%	74.4%	64.6%	94.1%	103.6%	99.1%	122.1%	120.6%	111.8%
% YoY Growth (Constant currency)	73.9%	74.0%	74.0%	71.4%	85.5%	76.8%	93.0%	103.0%	98.3%	117.0%	116.8%	109.0%
Adj. EBITDA			-25.0			-100.2			-171.1
% EBITDA Margin			-8.6%			-14.6%			-29.4%
MENA
Orders	41.1	44.2	85.4	48.7	56.5	190.6	64.6	70.6	135.2	76.9	86.5	298.6
% YoY Growth	60.4%	56.5%	58.3%	53.8%	50.9%	54.9%	57.0%	59.7%	58.4%	57.9%	53.0%	56.7%
% OD Orders	7.9%	9.4%	8.7%	14.4%	18.6%	13.1%	26.5%	28.3%	27.4%	32.4%	31.0%	29.8%
GMV	439.8	479.9	919.7	549.7	630.6	2,099.9	744.8	813.8	1,558.5	927.8	990.5	3,476.8
% YoY Growth (Reported currency)	52.4%	53.2%	52.8%	50.1%	56.9%	53.3%	69.3%	69.6%	69.5%	68.8%	57.1%	65.6%
% YoY Growth (Constant currency)	76.6%	74.6%	75.6%	64.7%	66.3%	69.9%	69.6%	70.0%	69.8%	62.1%	53.6%	62.9%
Revenue	56.6	66.7	123.3	85.0	108.1	316.4	143.9	164.3	308.2	193.2	214.8	716.2
% YoY Growth (Reported currency)	91.5%	103.8%	97.9%	103.4%	119.7%	106.4%	154.1%	146.4%	149.9%	127.4%	98.7%	126.3%
% YoY Growth (Constant currency)	121.5%	130.1%	126.1%	117.6%	126.5%	123.9%	146.8%	141.2%	143.8%	117.9%	93.5%	119.7%
Adj. EBITDA			9.0			18.1			-9.7
% EBITDA Margin			7.3%			5.8%			-3.1%
Asia
Orders	17.6	18.7	36.3	21.9	24.4	82.6	30.4	40.2	70.6	68.1	88.3	227.0
% YoY Growth	53.8%	46.9%	50.2%	50.6%	48.6%	49.8%	73.0%	114.8%	94.6%	211.6%	261.4%	174.9%
% OD Orders	19.4%	21.8%	20.6%	25.7%	27.5%	24.0%	29.3%	38.8%	34.7%	54.6%	63.7%	52.0%
GMV	261.7	280.0	541.7	317.4	354.5	1,213.7	416.3	479.0	895.3	654.2	808.0	2,357.5
% YoY Growth (Reported currency)	41.4%	39.8%	40.6%	50.4%	43.2%	43.8%	59.1%	71.1%	65.3%	106.1%	127.9%	94.3%
% YoY Growth (Constant currency)	52.7%	45.7%	49.0%	48.7%	42.0%	46.9%	54.3%	72.5%	63.7%	106.6%	125.5%	93.0%
Revenue	39.9	44.7	84.6	50.8	57.1	192.5	66.7	83.0	149.7	126.4	179.3	455.5
% YoY Growth (Reported currency)	44.7%	44.2%	44.4%	63.2%	52.1%	51.3%	67.3%	85.7%	77.0%	148.8%	213.9%	136.6%
% YoY Growth (Constant currency)	56.4%	50.2%	53.1%	61.3%	50.4%	54.3%	61.4%	84.9%	73.8%	146.0%	206.3%	132.2%
Adj. EBITDA			-15.0			-51.9			-94.6
% EBITDA Margin			-17.7%			-27.0%			-63.2%

1. Americas revenues and GMV are impacted by the Argentinian operations qualifying as hyperinflationary economy according to IAS 29 beginning 1 September 2018. 2018 revenue is retrospectively adjusted. Comparability is affected as prior period information is not restated.

2. Included reported current growth rates for Argentina in our constant currency calculation due to the effects of hyperinflation in Argentina

Delivery Hero KPIs (2/2)

in €m		2018						2019
	Q1	Q2	H1	Q3	Q4	FY	Q1	Q2	H1	Q3	Q4	FY
Europe
Orders	13.8	14.6	28.4	14.3	17.5	60.3	19.2	20.8	39.9	20.7	24.4	85.0
% YoY Growth	37.9%	39.1%	38.5%	43.5%	44.6%	41.4%	38.5%	42.1%	40.4%	44.5%	39.5%	41.1%
% OD Orders	6.1%	6.4%	6.2%	7.8%	8.5%	7.3%	10.2%	13.1%	11.7%	14.8%	15.6%	13.6%
GMV	173.1	173.2	346.3	174.8	213.4	734.5	232.0	248.6	480.6	258.4	308.4	1,047.5
% YoY Growth (Reported currency)	34.8%	31.4%	33.1%	33.7%	36.4%	34.2%	34.1%	43.5%	38.8%	47.8%	44.5%	42.6%
% YoY Growth (Constant currency)	35.7%	32.8%	34.2%	36.1%	37.9%	35.7%	35.4%	44.7%	40.0%	48.8%	45.8%	43.8%
Revenue	27.4	27.4	54.8	27.6	33.6	115.9	37.0	41.3	78.2	42.7	52.3	173.2
% YoY Growth (Reported currency)	29.1%	25.1%	27.1%	28.5%	34.8%	29.6%	34.9%	50.7%	42.8%	55.0%	55.7%	49.5%
% YoY Growth (Constant currency)	30.6%	26.8%	28.7%	31.1%	36.5%	31.5%	36.6%	52.2%	44.4%	56.4%	57.7%	51.1%
Adj.EBITDA			-0.9			-15.4			-9.6
% EBITDA Margin			-1.6%			-13.3%			-12.3%
Americas
Orders	7.7	8.8	16.5	9.6	9.8	36.0	10.4	12.6	23.1	15.6	16.8	55.4
% YoY Growth	33.8%	31.1%	32.4%	32.6%	25.9%	30.6%	35.5%	43.8%	39.9%	61.6%	70.2%	54.0%
% OD Orders	9.5%	12.9%	11.3%	18.6%	24.2%	16.8%	30.2%	37.6%	34.3%	48.5%	54.8%	44.5%
1,2 GMV	96.1	108.0	204.2	77.9	124.3	406.3	114.5	142.7	257.2	131.2	165.2	553.6
% YoY Growth (Reported currency)	21.1%	14.3%	17.4%	-16.9%	22.0%	10.0%	19.1%	32.1%	26.0%	68.4%	32.9%	36.2%
% YoY Growth (Constant currency)	51.0%	45.8%	48.1%	-17.5%	93.4%	44.0%	44.0%	43.7%	43.8%	70.6%	36.0%	46.6%
1,2 Revenue	13.8	15.8	29.6	12.5	20.1	62.1	19.6	26.1	45.7	28.2	36.6	110.4
% YoY Growth (Reported currency)	40.7%	34.3%	37.2%	4.0%	45.4%	31.2%	42.5%	65.0%	54.5%	125.2%	82.2%	77.7%
% YoY Growth (constant currency)	73.1%	68.5%	70.6%	8.4%	123.8%	70.3%	75.7%	80.4%	78.2%	126.6%	86.3%	90.5%
Adj. EBITDA			-18.0			-50.9			-57.2
% EBITDA Margin			-60.8%			-81.6%			-125.2%

1. Americas revenues and GMV are impacted by the Argentinian operations qualifying as hyperinflationary economy according to IAS 29 beginning 1 September 2018. 2018 revenue is retrospectively adjusted. Comparability is affected as prior period information is not restated.

2. Included reported current growth rates for Argentina in our constant currency calculation due to the effects of hyperinflation in Argentina

Definitions

• Gross Merchandise Value (GMV) is the total value of orders (including VAT) transmitted to restaurants
• Revenues presented for Delivery Hero represent the total segment revenues prior to discounts.
• Constant currency provides an indication of the business performance by removing the impact of foreign exchange rate movements. Due to hyperinflation in Argentina we have included reported current growth rates for Argentina in our constant currency calculation to provide a more accurate picture of the underlying business
• IAS 29 Hyperinflation Economies applies to our Argentinian operations beginning 1 September 2018 and impacts our Americas revenues and GMV. 2018 revenue is retrospectively adjusted and comparability is affected as prior period information is not restated.
• IFRS 16 has been adopted as of 1 January 2019

Important Notice

• ALL FINANCIAL FIGURES INCLUDED IN THE PRESENTATION ARE BASED ON IFRS, UNLESS NOTED OTHERWISE.
• For the purposes of this notice, "presentation" means this document, its contents or any part of it. This presentation does not, and is not intended to, constitute or form part of, and should not be construed as, an offer to sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any part of it form the basis of or be relied upon in connection with or act as any inducement to enter into any contract or commitment or investment decision whatsoever.
• This presentation is neither an advertisement nor a prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this presentation are provided as at the date of this presentation, are subject to change without notice and do not purport to contain all information that may be required to evaluate Delivery Hero SE. Delivery Hero SE undertakes no obligation to update or revise this presentation. No reliance may or should be placed for any purpose whatsoever on the information contained in this presentation, or any other information discussed verbally, or on its completeness, accuracy or fairness.
• The information in this presentation is of preliminary and abbreviated nature and may be subject to updating, revision and amendment, and such information may change materially. Neither Delivery Hero SE nor any of its directors, officers, employees, agents or affiliates undertakes or is under any duty to update this presentation or to correct any inaccuracies in any such information which may become apparent or to provide any additional information.
• The presentation and discussion contain forward looking statements, other 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 forwardlooking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "aims", "plans", "predicts", "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. They appear in a number of places throughout this presentation and include statements regarding Delivery Hero SE's intentions, beliefs or current expectations concerning, among other things, Delivery Hero SE's prospects, growth, strategies, the industry in which it operates and potential or ongoing acquisitions. By their nature, Forward-looking Statements involve significant risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. 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. Similarly, past performance should not be taken as an indication of future results, and nor representation or warranty, express or implied, is made regarding future performance. The development of Delivery Hero SE's prospects, growth, strategies, the industry in which it operates, and the effect of acquisitions on Delivery Hero SE may differ materially from those made in or suggested by the Forward-looking Statements contained in this presentation or past performance. In addition, even if the development of Delivery Hero SE's prospects, growth, strategies and the industry in which it operates are consistent with the Forward-looking Statements contained in this presentation or past performance, those developments may not be indicative of Delivery Hero SE's results, liquidity or financial position or of results or developments in subsequent periods not covered by this presentation. Any Forward-Looking Statements only speak as at the date of this presentation is provided to the recipient and it is up to the recipient to make its own assessment of the validity of any Forward-looking Statements and assumptions. No liability whatsoever is accepted by Delivery Hero SE in respect of the achievement of such Forward-looking Statements and assumptions.