Declaration of Compliance 2024
Declaration by the Management Board and the Supervisory Board of Delivery Hero SE regarding the recommendations of the Government Commission German Corporate Governance Code pursuant to Section 161 AktG
Management Board and Supervisory Board of Delivery Hero SE declare:
Delivery Hero SE (also the "Company") has complied since the publication of the last Declaration of Compliance in December 2023 with the recommendations of the Government Commission German Corporate Governance Code in the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 (the "GCGC"), with the exception of the recommendations listed below.
In addition, the Company will continue to comply with the recommendations of the GCGC in the future subject to the following deviations:
- Section B. 2 sentence 1 and sentence 2 of the GCGC recommends that the supervisory board together with the management board shall ensure a long-term succession planning and the approach shall be described in the Corporate Governance Statement. The Supervisory Board and Management Board of the Company are actively working on the development of a structured and sustainable succession plan for the Management Board. This process is designed to address the strategic and operational requirements of the Company while ensuring robust and future-proof leadership. Given the dynamic and complex nature of the Company's business environment, the succession planning framework is being carefully tailored to align with both current and future challenges. The Supervisory Board anticipates that the long-term succession plan will be finalized and adopted in the first half-year of 2025. To that extent, for the financial year 2024, a deviation is declared regarding this recommendation. For the forthcoming financial year, the Supervisory Board is committed to comply with this recommendation of the GCGC.
- Pursuant to Section B. 3 of the GCGC, the first-time appointment of management board members shall be for a period of not more than three years. Deviating from this, the Supervisory Board of the Company appointed Pieter-Jan Vandepitte in the financial year 2021 as a member of the Management Board for an initial period of five years. The term of his initial appointment ends on April 30, 2026. Pieter-Jan Vandepitte has been Chief Operating Officer of the Company since August 1, 2015. During this time, he has already proven himself as a leader and demonstrated that he is closely familiar with the Delivery Hero Group, its structures, values and objectives and the cooperation with the members of the Management Board. Over the past years, the Supervisory Board has gained a comprehensive picture of Pieter-Jan Vandepitte's working methods, experience and knowledge. The Supervisory Board therefore believed that a first-time appointment for a period of more than three years was in the interest of the Company. Given that
the first-time appointment of Pieter-Jan Vandepitte as a Management Board member continues in the financial year 2024, the Company declares, to that extent, a deviation regarding this recommendation.
- Section F. 2 of the GCGC recommends that the consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period. Due to a dynamic business and transaction activity, the Company has so far only published its financial reports within the statutory deadlines. In order to maintain a high quality of the financial reporting, the Company will continue to publish the consolidated financial statements and the group management report as well as the mandatory interim financial information within the statutory deadlines. Consequently, the Company hereby declares a deviation from the respective recommendations. However, the Company is constantly seeking to improve its reporting system to comply with these recommendations of the GCGC in the future.
Berlin, in December 2024
Delivery Hero SE
On behalf of the Supervisory Board
The Management Board
Kristin Skogen Lund
Niklas Östberg
Pieter-Jan Vandepitte