Delivery Hero SE

Governance Information • Dec 17, 2021

Rules of Procedure

of the Supervisory Board of

Delivery Hero SE (the "Company")

Pursuant to Section 13 para. 1 of the Articles of Association of the Company, the Supervisory Board has adopted in a meeting by way of a conference call on December 15, 2021 the following

R ules o f Procedure:

§ 1 General Provisions

• 1. The Supervisory Board shall exercise its duties in compliance with the applicable statutory provisions, the Articles of Association and the present Rules of Procedure. Further, the Supervisory Board follows the recommendations of the German Corporate Governance Code in its applicable version, unless otherwise specified in the declaration of conformity of the Company.
• 1. The Supervisory Board advises regularly and supervises the Management Board in the management of the enterprise with regard to strategy, planning, business development, risk situations, risk management and compliance. The Supervisory Board cooperates closely with the Management Board to the benefit of the enterprise. The adequate information of the Supervisory Board is within the responsibility of the Management Board; nevertheless, the Supervisory Board must itself ensure that it obtains sufficient information. The Chief Executive Officer notifies the Chair of the Supervisory Board of events of fundamental importance for the assessment of the situation and development, as well as for the management of the enterprise. The Supervisory Board may at any time request a report from the Management Board on matters concerning the Company, on its legal and business relations with affiliated companies, and on business transactions of these companies which may have a significant influence on the situation of the Company. The Chair of

the Supervisory Board also notifies the Supervisory Board on urgent matters and convenes, if necessary, an extraordinary meeting of the Supervisory Board.

• 1. Unless otherwise provided for by law, by the Articles of Association or by the present Rules of Procedure, all members of the Supervisory Board shall have the same rights and obligations. They are exclusively bound to the enterprise's best interest and are not bound by orders and instructions.
• 1. The Supervisory Board assesses, at regular intervals, how effective the Supervisory Board as a whole and its committees fulfil their tasks and if a self-assessment should be conducted.

§ 2 Language of Supervisory Board Meetings

• 1. The meetings of the Supervisory Board are held in English, due to the international composition of the Supervisory Board.
• 1. During the meetings of the Supervisory Board, simultaneous interpretation will be provided in German by court-sworn interpreters, if a member of the Supervisory Board demands this in advance.
• 1. The English version of the documents, resolution propositions and minutes of the Supervisory Board meetings is legally binding, unless otherwise prescribed by mandatorily applicable legal provisions.
• 1. The documents of the Supervisory Board meetings shall be prepared in English.

§ 3 Membership to the Supervisory Board

• 1. The members of the Supervisory Board shall have the knowledge, abilities and expert experience required to properly complete their tasks and shall be composed of an adequate number of independent members from the group of shareholder representatives. The Supervisory Board members shall ensure that they dispose of sufficient time for performing their mandate.
• 1. Pursuant to Sec. 100 (5) of the German Stock Corporation Act (Aktiengesetz, "AktG"), at least one member of the Supervisory Board shall have expertise in the area of accounting and at least one other member of the Supervisory Board shall have expertise in the area of financial auditing.
• 1. No more than two former members of the Company's Management Board shall be among the members of the Supervisory Board. Supervisory Board members shall not hold directorships or similar positions or perform advisory tasks for major competitors of the enterprise and shall not hold any personal relationships with a significant competitor.
• 1. The aforementioned provisions shall be observed when nominating candidates for an election to the Supervisory Board.
• 1. The members of the Supervisory Board shall on their own take on necessary training and further education measures required for their tasks. Upon their appointment and during training and professional development measures they shall be supported by the Company appropriately.
• 1. Only persons, who are below the age of 70, shall be proposed as members to the Supervisory Board. Exceptions thereto may be resolved by the Supervisory Board in the individual case. In addition, the Supervisory Board shall specify concrete objectives regarding its composition, while taking diversity into account.

§ 4 Chair and Deputy Chair

• 1. Following the Annual General Meeting, the Supervisory Board shall elect from amongst its members a Chair and a Deputy Chair for the duration of their term of office in course of a meeting. There is no obligation to formally convene the meeting, which takes place after the Annual General Meeting.
• 1. If the Chair or the Deputy Chair resigns from office prematurely, the Supervisory Board conducts a new election immediately for the remaining term of office of the person who has resigned.
• 1. The Deputy Chair shall only hold the legal and statutory rights and duties of the Chair, if the Chair is absent and unless otherwise stipulated by law, the Articles of Association or the present Rules of Procedure.
• 1. The Chair of the Supervisory Board shall be in charge of the coordination of the work within the Supervisory Board. The Chair chairs the meetings of the Supervisory Board and attends to the affairs of the Supervisory Board externally. Further, the Chair regularly discusses with the Management Board, particularly with the Chief Executive Officer, the strategy, business development, the risk management and the compliance organization of the enterprise.
• 1. The Chair or, in case of incapacity, the Deputy Chair acts on behalf of the Supervisory Board, if declarations have to be issued or received to implement resolutions of the Supervisory Board.

§ 5 Convocations of Supervisory Board Meetings

• 1. The Supervisory Board shall hold at least two meetings within each half of the calendar year. Extraordinary meetings shall be convened as necessary. A Supervisory Board meeting shall also be convened if it is requested by a member of the Supervisory Board or a member of the Management Board, stating the purpose and reason of the meeting. Such meeting must be held within two (2) weeks of convening the meeting.
• 1. The Chair of the Supervisory Board or, in case of incapacity, the Deputy Chair convenes the meetings of the Supervisory Board and determines the venue, time and agenda of the Supervisory Board meeting. The invitation shall be issued in written form (e.g., by letter, fax, email etc. or any

other customary means of communication). In urgent cases, the Chair of the Supervisory Board may convene the meeting orally or by phone. Sec. 110 para. 1 and 2 AktG remain unaffected.

• 1. The invitation shall be issued within a two-weeks' notice period. In urgent cases the notice period may be shortened. The working documents shall be made available to the members of the Supervisory Board in a timely manner as well as stating the date, time and agenda of the meeting. For the calculation of the aforementioned notice period, the day on which the invitation is sent and the day of the meeting itself shall not be considered. After the expiry of the notice period, additions or amendments to the agenda are permissible if no member of the Supervisory Board opposes. In such case, absent members must be given the opportunity to object to the adoption or to cast their vote in writing, orally, by phone, fax, email or any other customary means of communication within an adequate period of time to be determined by the Chair. The resolution becomes effective only after no absent Supervisory Board member has objected within the period.
• 1. The Chair of the Supervisory Board may cancel or postpone a convened meeting according to his best judgment.

§ 6 Supervisory Board Meetings and Resolutions

• 1. The resolutions of the Supervisory Board are regularly adopted in meetings, which the members of the Supervisory Board attend in person. Unless required otherwise by law, resolutions can also be adopted in writing, by fax, by email or any other customary means of communication, especially by video conference, if (i) all members of the Supervisory Board participate in adopting the resolution, or (ii) the Chair of the Supervisory Board determines this way of adoption and no member of the Supervisory Board disagrees with this way of adopting the resolution within a notice period to be determined by the Chair.
• 1. Meetings of the Supervisory Board shall be chaired by the Chair of the Supervisory Board. In the event that the Chair of the Supervisory Board is absent, the Deputy Chair of the Supervisory Board chairs the meeting. The Chair determines the order in which the agenda items are addressed and the form of voting.
• 1. Members of the Management Board shall attend the Supervisory Board meetings, unless the Supervisory Board has resolved to the contrary. Further, all or individual members of the Management Board shall attend the meetings of a Committee, if it is requested by the relevant Committee. The Supervisory Board shall also meet on a regular basis without the Management Board. If the auditor is called in as an expert to a Supervisory Board or Committee meeting, the Management Board shall only attend this meeting if the Supervisory Board or the Committee deems its participation necessary, Sec. 109 (1) sent. 3 AktG.
• 1. The Supervisory Board has a quorum if at least half of the members of which it has to consist of in total take part in the voting. Resolutions of the Supervisory Board are adopted by a simple majority

vote, unless otherwise specified by law or in the Articles of Association. Abstentions from voting shall not be considered as vote casts.

• 1. Absent members of the Supervisory Board may participate in the casting of votes by commissioning other members of the Supervisory Board, thereby authorized in writing, to submit written voting instructions. Moreover, the members of the Supervisory Board may cast their vote prior or during the meeting or following the meeting within a reasonable period determined by the Chair of the Supervisory Board by phone, fax, email or any other customary means of communication, especially by video conference. Objections to the form of voting determined by the Chair are not permitted.
• 1. Members of the Supervisory Board participating in a Supervisory Board meeting via phone or video conference shall be deemed present.
• 1. The Chair of the Supervisory Board is authorized to issue on behalf of the Supervisory Board the statements necessary to enforce the resolutions of the Supervisory Board. The Chair is also authorized to accept statements on behalf of the Supervisory Board. In case of the incapacity of the Chair, the Deputy Chair shall have this authority.
• 1. The Chair of the Supervisory Board decides on the consultation of external experts and respondents on individual agenda items.

§ 7 Minutes of Meetings

• 1. Minutes shall be taken for all meetings of the Supervisory Board and shall be signed by the Chair. The Chair may choose a recording clerk, who, unless a member of the Supervisory Board opposes, does not need to be a member of the Supervisory Board.
• 1. The Chair determines the content of the minutes. The minutes shall at least state the time, venue and date of the meeting, the participants, the type of participation, the items of the agenda, the main content of the deliberations and the resolutions of the Supervisory Board, stating the results of the votes. A transcript of the minutes shall be sent to each member of the Supervisory Board.
• 1. Resolutions which are adopted outside the ordinary course of meetings of the Supervisory Board shall be transcribed in minutes by the Chair and a transcript of these minutes shall be sent to each member of the Supervisory Board.
• 1. The minutes pursuant to para. 1 and para. 2 are considered to be approved, if no member of the Supervisory Board, who participated in adopting the resolution, opposes to the minutes within one month after receiving the respective transcription.

§ 8 Confidentiality Obligations, Conflicts of Interest, Transparency

• 1. The members of the Supervisory Board shall observe confidentiality on reports and consultations, as well as corporate and business secrets of the Company, respectively the entire group, which come to their knowledge through their function as members of the Supervisory Board during and after the time of their Supervisory Board mandate. All members of the Supervisory Board ensure that the staff members they appoint to support them comply with the confidentiality obligation accordingly. The members of the Supervisory Board are obliged to hand over to the Company, to the attention of the Chair of the Supervisory Board, without undue delay all the documents and similar data in their possession that relate to the affairs of the Company, once their Supervisory Board function is terminated.
• 1. In case members of the Supervisory Board are allowed to pass confidential information on to third parties pursuant to Sec. 93 para. 1 sentence 2, 116 AktG, or wish to disclose to a third party any information of which they became aware of during their activity for the Company, they need to notify the Chair of the Supervisory Board thereof, prior to the publication, including information on the third party to which the confidential information shall be released.
• 1. All members of the Supervisory Board are bound by the enterprise's best interest. No member of the Supervisory Board must pursue any personal interest or business opportunities to which the Company or the Delivery Hero group is entitled.
• 1. Each member of the Supervisory Board shall disclose conflicts of interest to the Chair of the Supervisory Board immediately. The Chair of the Supervisory Board will then inform the Supervisory Board accordingly. The Chair of the Supervisory Board will disclose an own conflict of interest to the Deputy Chair of the Supervisory Board.
• 1. The Supervisory Board shall inform the Annual General Meeting of any conflicts of interests, which have occurred together with their treatment in its report to the Annual General Meeting.
• 1. The conclusion and the amendment of contracts within the meaning of Sec. 114 AktG between a member of the Supervisory Board or a closely associated person on the one hand and the Company or a subsidiary of the Company on the other hand requires the approval of the Supervisory Board.

§ 9 Committees

1. The Supervisory Board shall form one or several Committees from among its members, depending on the specifics of the enterprise and the number of its members. The Committees are set up of members with sufficient expertise.

2. 1. Each Committee shall elect a Chair and a Deputy Chair of the Committee from among its members, unless otherwise stipulated by law or the Articles of Association. The Chair of the respective Committee regularly reports on the work of the Committee to the Supervisory Board.
3. 1. The present Rules of Procedures apply mutatis mutandis (correspondingly) to the Committees.
4. 1. The Committees are quorate if at least three members participate in the taking of resolutions. Supervisory Board members, who are not a member of a Committee, have the right to attend a Committee meeting, if the Chair of the Supervisory Board does not decide otherwise.
5. 1. Without prejudice to the formation and work of the Supervisory Board Committees, the Supervisory Board and its members retain their own responsibility for the decisions they take on the basis of proper information and advice provided by a Committee. If tasks are assigned to a Committee, the Supervisory Board and its members are responsible for monitoring the work of the Committee.

§ 10 Audit Committee

• 1. The Supervisory Board forms an Audit Committee which consists of three (3) members.
• 1. The Audit Committee handles the monitoring and the preparation of resolutions for the Supervisory Board – in so far as no other Committee or the plenary meeting of the Supervisory Board is entrusted with this work – in particular review of the financial accounting, the monitoring of the accounting process, the effectiveness of the internal control system, risk management system and internal audit system, the audit of the annual financial statements and compliance.
• 1. The Audit Committee submits to the Supervisory Board a reasoned recommendation for the election of the auditor, which considers, in case of a tender of the audit mandate, at least two candidates.
• 1. The Audit Committee monitors the independence of the auditor as well as the quality of the audit and deals with additional rendered services of the auditor, the engagement of the auditor, the determination of the auditing focal points and the fee agreement.
• 1. The Audit Committee, prior to submitting a proposal for election of the auditor, shall obtain a statement from the proposed auditor stating whether, and where applicable, which business, financial personal and other relationships exist between the auditor and its executive bodies and head auditors on the one hand, and the Company or another company of the Delivery Hero group and the members of its executive bodies on the other hand, that could call its independence into question. This statement shall include the extent to which other services were performed for the Company or another company of the Delivery Hero group in the past year, especially in the field of consultancy, or which are contracted for the following year.
• 1. The Audit Committee shall be responsible on behalf of the Supervisory Board (i) for the approval of material transactions between the Company on the one hand and a member of the Management Board or a related person within the meaning of Sec. 138 German Insolvency Act (Insolvenzordnung) or a relative within the meaning of Sec. 15 German General Tax Code (Abgabenordnung) of a member of the Management Board on the other hand and (ii) for the approval of transactions with related parties pursuant to § 111b section 1 AktG.
• 1. The Audit Committee shall elect a Chair and a Deputy Chair among its members. The Chair shall be independent and not be the Chair of the Supervisory Board.
• 1. The Chair of the Audit Committee shall have specialist knowledge and experience in the application of accounting principles and internal control processes and shall be familiar with audits.
• 1. Pursuant to Sec. 107 (4) sent. 3 AktG, at least one member of the Audit Committee shall have expertise in the area of accounting and at least one other member of the Audit Committee shall have expertise in the area of financial auditing.
• 1. The Supervisory Board shall adopt rules of procedure for the Audit Committee.
• 1. The Audit Committee shall conduct an evaluation of the quality of the audit on a regular basis.

§ 11 Remuneration Committee

• 1. The Supervisory Board forms a Remuneration Committee, which consists of three (3) members.
• 1. The Remuneration Committee shall elect a Chair and a Deputy Chair among its members.
• 1. The Remuneration Committee assists the Supervisory Board and handles the preparation of resolutions in particular with regard to the remuneration system for the Management Board and the Supervisory Board, the determination of remuneration packages on the basis of their merit, qualifications, and competence and the Company's result and individual performance as well as all remuneration matters, which are subject to approval of the Supervisory Board.

§ 12 Nomination Committee

The Supervisory Board forms a Nomination Committee, which consists of three (3) members. The Nomination Committee shall elect a Chair and a Deputy Chair among its members. It is exclusively composed of shareholder representatives, which propose suitable candidates to the Supervisory Board for its recommendations to the General Meeting. For its recommendations, the Nomination Committee ensures that aside from the statutory requirements, the requirements of the German Corporate Governance Code and the Objectives of the Supervisory Board are taken into account.

On this basis, the Nomination Committee determines an appropriate number of available candidates with whom it conducts interviews. In this context, it considers whether the candidates meet the competence profile and the Objectives of the Supervisory Board – in particular, whether they are independent and free of conflicts of interest and whether they have sufficient time to diligently fulfill the duties of a Supervisory Board member.

§ 13 Strategy Committee

The Supervisory Board forms a Strategy Committee, which consists of three (3) members. The Strategy Committee shall elect a Chair and a Deputy Chair among its members. The Strategy Committee deals in particular with the following:

• (a) Strategy of the Company;
• (b) Exceeding of the capital expenditure as adopted in the last Budget Planning by more than 5% of the group revenue derived from the most recent audited consolidated financial statements ("Revenue");
• (c) The entry into a new area of business, as far as that new business area is according to the planning of the Management Board expected to generate more than 10% of the Revenue after the third year following the year of entry;
• (d) The acquisition and the sale of a business or of real estate, provided the consideration exceeds 10% of the Revenue per individual case. Mere reorganization measures within the DH Group are exempted from such consent requirement;
• (e) The conclusion, material amendment or termination of cooperation agreements of strategic importance, provided the contract value exceeds 5% of the Revenue per fiscal year;
• (f) Assuming interest-bearing debt in excess of 50% of the Revenue in total per fiscal year, except for purposes of replacing an interest-bearing debt already in existence;
• (g) Any other matter of material strategic nature for Delivery Hero SE, its subsidiaries and affiliates.

§ 14 Annual Financial Statements, Audit of the Annual Financial Statements

• 1. The Supervisory Board commissions the auditor to carry out the audit of the annual financial reports/statements and the consolidated financial reports/statements if required and concludes an agreement on the latter's fee. The Supervisory Board decides on the assignment of the auditor by resolution. The Supervisory Board can authorize the Chair of the Supervisory Board to execute the resolution by concluding the contract with the auditor.
• 1. The Audit Committee, prior to submitting a proposal for election of the auditor, shall obtain a statement from the proposed auditor stating whether, and where applicable, which business, financial personal and other relationships exist between the auditor and its executive bodies and head auditors on the one hand, and the Company or another company of the Delivery Hero group

and the members of its executive bodies on the other hand, that could call its independence into question. This statement shall include the extent to which other services were performed for the Company or another company of the Delivery Hero group in the past year, especially in the field of consultancy, or which are contracted for the following year.

• 1. The Supervisory Board shall examine the annual financial statements of the Company, the management report (Lagebericht) and the proposition of the distribution of profits, as well as the consolidated financial statements and the group management report (Konzernlagebericht). The Supervisory Board reports the result of the audit to the Annual General Meeting of the Company.
• 1. The auditor participates in the Supervisory Board/Audit Committee discussions on the financial reports/statements and the consolidated financial statements and reports on the key findings of his audit.