DELIVEROO PLC

AGM Information • May 20, 2022

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author: Waite, Rebecca
date: 2022-03-21 10:32:00+00:00

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Company No. 13227665

DELIVEROO PLC

(THE ‘COMPANY’)

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS PASSED ON 20 MAY 2022

At an Annual General Meeting (‘AGM’) of the Company, duly convened and held at 10.00am on Friday, 20 May 2022 at Goldman Sachs offices, Plumtree Court, 2 Stonecutter Street, EC4A 4AH, the following resolutions were duly passed by means of a poll. Resolution 16 was passed as an ordinary resolution and resolutions 17-20 were passed as special resolutions of the Company:

ORDINARY RESOLUTION

Directors Authority to Allot Shares

1. That the Directors be hereby generally and unconditionally authorised pursuant to section 551 of the Act to:

allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

up to an aggregate nominal amount of £3,092,874; and

comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £6,185,749 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue to:

holders of Class A Ordinary Shares in the capital of the Company (“Class A Shares”) of £0.005 each and Class B Ordinary Shares of £0.005 each in the capital of the Company (“Class B Shares”) in proportion (as nearly as may be practicable) to their existing holdings (or where the holders(s) of Class B Shares have consented to a variation or abrogation of the rights attaching to the Class B Shares in accordance with the Articles of Association of the Company, to the holders of Class A Shares only in proportion (as nearly as practicable) to their existing holdings); and

holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever,provided that this authority shall apply (unless previously renewed, varied or revoked by the Company in a general meeting) until the conclusion of the Company’s annual general meeting to be held in 2023 (or, if earlier, 19 August 2023); and

subject to the limits set out in paragraph 16(I) above, make an offer or agreement which would, or might, require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if the authority had not expired.

SPECIAL RESOLUTIONS

Disapplication of pre-emption rights

1. That, subject to the passing of Resolution 16, the Directors be hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash under the authority given by that resolution and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under Resolution 16(I)(ii) by way of a rights issue only) to:

holders of Class A Shares and Class B Shares in proportion (as nearly as may be practicable) to their existing holdings (or where the holders(s) of Class B Shares have consented to a variation or abrogation of the rights attaching to the Class B Shares in accordance with the Articles of Association of the Company, to the holders of Class A Shares only in proportion (as nearly as practicable) to their existing holdings); and

holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever;

in the case of the authority granted under Resolution 16(I)(i), such authority shall be limited to the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £463,931; and

Such power shall apply until the conclusion of the Company’s annual general meeting to be held in 2023 (or, if earlier, 19 August 2023) but, during this period, the Company may make offers and enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends, and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if such power had not expired.

Additional Directors’ authority to disapply pre-emption rights for acquisition and specified capital investments

1. That, subject to the passing of Resolution 16, and in addition to the power granted to them under Resolution 17, the Directors be hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash pursuant to the authority conferred by Resolution 16 and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to the allotment or sale, provided that this power shall:

in the case of the authority granted under Resolution 16(I)(i):

be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £463,931; and

be used only for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the AGM (the “PEG Principles”); and

apply until the conclusion of the Company’s annual general meeting to be held in 2023 (or, if earlier, 19 August 2023) but, during this period, the Company may make offers and enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) after the power ends, and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if such power had not expired.

Authority to purchase own shares

1. That the Company be hereby generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of Class A Shares provided that:

the maximum number of Class A Shares which may be purchased is 185,572,481, being approximately 10% of the Company’s issued share capital as at 1 April 2022 (being the latest practicable date prior to the publication of the notice of AGM);

the minimum price (excluding expenses) which may be paid for each such share is £0.005;

the maximum price (excluding expenses) which may be paid for each such share is the higher of:

an amount equal to 105% of the average of the middle market quotations for a Class A Share as derived from the London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which the relevant share is purchased; and

an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out; and

the authority hereby conferred shall apply until the conclusion of the Company’s annual general meeting to be held in 2023 (or, if earlier, 19 August 2023) (except in relation to the purchase of shares the contracts for which are concluded before such expiry and which are executed wholly or partly after such expiry), unless such authority is renewed prior to such time.

General meetings

1. That the Directors be hereby authorised to call a general meeting (other than an Annual General Meeting) on not less than 14 clear days’ notice.