Delivery Hero SE — M&A Activity 2021

Mar 16, 2021

Always delivering an amazing experience – Fast and easy to your door

Enjoy the food you desire at any place you want

December 19 Announcement of the deal	Deal was announced with a valuation of US\$4.0bn (or €3.6bn) for 100% of Woowa on a cash and debt free basis Payment was agreed to consist of appr. €1.7bn in cash and a fixed number of appr. 40m DH shares
January 20 – February 21 KFTC approval phase	13 November 2020: Received 1st KFTC examiners report 28 December 2020: Announcement of KFTC conditional regulatory approval 2 February 2021: Received conditional regulatory approval for the JV with Woowa • Main condition: Divestment of Delivery Hero Korea LLC (including "Yogiyo")
March 21 Closing of the transaction	2 March 2021: All closing actions have been taken 4 March 2021: Closing of the transaction, registration of the capital increase and admission of the shares to trading Based on the share price at closing final transaction value of €5.7bn
16 March 21 2020 Update	Sharing operational numbers for Woowa for 2020
FY 2021 Guidance	Full-year guidance for Delivery Hero will be published in April 2021

Woowa values are based on preliminary figures, unaudited and pending alignment with Delivery Hero reporting structure. The Woowa GMV definition has been aligned to reflect the Delivery Hero GMV definition, making previously published Woowa numbers not comparable. Percentages represent year-on-year pro forma growth rates for Delivery Hero and Woowa.

Woowa Group Overview

Business Overview

• Woowa Group was founded in 2011 in South Korea by Bongjin Kim and other co-founders
• It has more than 1,100 employees in HQ (approximately 1,700 employees including affiliates)
• The Group is currently active in South Korea, Vietnam (launched in 2019) and Japan (launched end of 2020)

Bongjin Kim

• Chairman & Executive Director (Woowa – DH Asia)
• Inside Director (Woowa Brothers – Korea)

Seyoon Oh

• Co-CEO (Woowa – DH Asia)

Bomjun Kim

• CEO (Woowa Brothers – Korea)

Jaeha Song

• CTO (Woowa Brothers – Korea)

Kiwan Ihn

• Head of Overseas Business (BAEMIN Vietnam & Japan)

YoY growth rates in red are constant currency and in black are reported currency. All values are based on preliminary figures, unaudited and pending alignment with Delivery Hero reporting structure. The Woowa GMV definition has been aligned to reflect the Delivery Hero GMV definition, making previously published Woowa numbers not comparable.

Woowa Group Overview

Business Overview

YoY growth rates in red are constant currency and in black are reported currency. All values are based on preliminary figures, unaudited and pending alignment with Delivery Hero reporting structure. The Woowa GMV definition has been aligned to reflect the Delivery Hero GMV definition, making previously published Woowa numbers not comparable.

Monthly Active Users (Seoul) Touch order diners only

Monthly Average Order Frequency per Active User (Seoul) Touch order diners only

Mar-19 Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20

Total Diners Frequency

10 Monthly Active Users by Member ID (Baemin membership user ID) Touch order diners: diners who order via the Baemin app, excluding phone orders

¹¹ All values are based on preliminary figures, unaudited and pending alignment with Delivery Hero reporting structure. The Woowa GMV definition has been aligned to reflect the Delivery Hero GMV definition, making previously published Woowa numbers not comparable.

All values are based on preliminary figures, unaudited and pending alignment with Delivery Hero reporting structure. The Woowa GMV definition has been aligned to reflect the Delivery Hero GMV definition, making previously published Woowa numbers not comparable.

1. B-Marts: A concept similar to Delivery Hero D-marts with different parameters regarding e.g. SKU range.

Appendix

Impairment Update

The expected goodwill impairment, that so far was expected to amount to up to €1.4bn (as published on February 3, 2021), is now expected to be significantly lower than this as a result of, among other things, the Delivery Hero share price development.

Long Term Incentive Plan

In connection with the transaction and the formation of the JV, a LTIP amount of up to €120m was agreed to be paid out during the next four years if certain GMV and EBITDA targets are achieved.