Delivery Hero SE — Management Reports 2018

Dec 21, 2018

Delivery Hero Sells Food Delivery Operations in Germany to Takeaway.com for Cash and Shares and Reinvests for Further Growth

21st December 2018

Delivery Hero SE 1

Our Clear Vision

Create an amazing on-demand experience

AMAZING ORDERING

AMAZING SERVICE

Transaction Overview

Total Consideration

Enterprise Value of c. €930m

Cash Consideration

€508m cash consideration

Equity Consideration

• Ownership of c. 18% in Takeaway.com pre-refinancing
• Enables Delivery Hero to benefit further financially from any value creation that Takeaway.com may generate
• Delivery Hero to nominate one independent Takeaway.com Supervisory Board member
• 4 year standstill and standard non-compete
• Lock up on shares up until July 2019

Closing of transaction is expected in H1 2019, only subject to approval of Takeaway.com's EGM

Note: 1. Based on €44.40 per share equivalent to the last 10 day VWAPas of 19 December 2018

Delivering on Our Promise

Guidance at IPO	Status1
Growth as No.1 Priority • >40% in short & mid-term • >30% in the long-term	9M18 order and revenue growth of 50% and 77%2 Number of restaurants grew by 51% YoY3 Remain in early stages of growth trajectory with online penetration still low (c. 10%)4
	#1 leader in 33 of our 41 countries with c. 80% of GMV coming from #1 leadership countries5
Invest for Leadership • Further build leadership positions across the most attractive markets	>6m own delivery orders per month, more than 2x own delivery orders of competitors combined in our markets in total6
	>30m orders per month, more than 3x competitors' combined in our markets in total7
	Operating in more than 4,000 cities with own delivery riders now delivering in c. 200 cities
Build Tech & Product Leadership	Deployed personalized recommendations in 23 countries
• Invest in innovation to build a third generation on-demand platform	Rolled out multi-vertical delivery platform in 9 countries

1. Including Germany growth would be 48%, in total we now have over 245,000 restaurants

2. Management estimates for our countries of operations post deconsolidation of Germany. Excluding orders from South Korea, Norway & Canada and our minority holdings Rappi and Glovo

Notes:

^1. Numbers exclude Germany unless otherwise noted

^2. Including Germany growth would be 46% and 66%, respectively. Revenue growth shown in constant currency

^4. Management estimate

^7. Management estimates for our countries of operations post deconsolidation of Germany. Excluding orders from South Korea, Norway & Canada

Increased Growth and Larger Flexibility to Invest…

• 1. Constant currency
• 1. Excludes restaurant cash
• 1. Delivery Hero currently has an undrawn €125m revolving credit facility available

… In Large Markets with Untapped Opportunity…

Total Market of c. €500bn with untapped potential

… and with Higher Frequency as well as Higher Engagement

INCREASING # OF ORDERS

Average Monthly Orders per Active Customer Over Time

High and increasing order frequency across all markets over time

Upgrading Our 2019 Investment Plan

New Investment Plan	Expected Impact
Increasing Investments with Net Adj. EBITDA Impact of Negative €250m	€45m incremental revenue impact expected in 2019 €81m incremental recurring revenue per year starting in 2020
(Equal to approximately half of cash proceeds from the transaction)

Appreciating The Long Term Return On Investments

AFFORDABILITY

Tap into more customers with reduced delivery fees and minimum order sizes

MARKETING

Accelerate customer acquisition with improving customer acquisition costs

SALES

Increase restaurant coverage in under-penetrated cities, neighbourhoods & rural areas

TECHNOLOGY AND PRODUCT

Continuous innovation to improve on-demand experience for consumers and restaurant partners

Proven Ability to Deploy Incremental Investment at High Returns: €80m in H2 2018

• Notes:
• 1. Asia refers to Asia excluding Korea
• 1. Average New Customers per month per quarter
• 1. Average CPA per quarter Q418 YTD returning 1 month frequency includes only October 2018
• 1. Defined as number of orders divided by cohort acquisitions, calculated as three month average
• 1. Q418 YTD returning 1 month frequency includes only October 2018

FY19E Revenue Guidance

Notes:

1. FY2019 excludes Germany and other countries with (planned) divestments in foodora non-core assets (Australia, France, Italy and Netherlands). As per previous guidance, revenue guidance is pre-discount

^1. FY2018 excludes countries with (planned) divestments in foodora non-core assets (Australia, France, Italy and Netherlands). As per previous guidance, revenue guidance is pre-discount

Equity Value Bridge

1. Illustrative value

2. Excludes restaurant cash

3. Based on €44.40 per share equivalent to the last 10 day VWAPas of 19 December 2018

4. Latest Portfolio Valuation of all our minority interests as per our 3Q18 results

Updated Outlook

2018E Guidance¹

Revenues

Revenue guidance

€780m to €785m

: 2019E Guidance² :

Revenues

Revenue guidance €1.08bn to €1.15bn

Adj. EBITDA Adj. EBITDA

-5% to -8%

plus additional investments of up to €80m

-€270m to -€320m

which includes additional investment across all segments with a negative Net Adj. EBITDA impact of €250m

• MENA expected full year Adj. EBITDA of €70m after increased investments
• Europe expected to reach breakeven during H2 2019

Notes:

1. FY2018 excludes countries with (planned) divestments in foodora non-core assets (Australia, France, Italy and Netherlands). Revenue guidance is pre-discount

2. FY2019 excludes Germany and other countries with (planned) divestments in foodora non-core assets (Australia, France, Italy and Netherlands). Revenue guidance is pre-discount

Delivery Hero Outlook 2019 at a Glance: Best-in-class Performance and Global Leadership

c. €1.1bn 33

Revenue guidance of €1.08-1.15bn for FY19E

Leadership positions from 41 countries¹

9

Markets with multivertical delivery platform rolled out

9M18 Revenue Growth²

Pro-forma Available Cash

18%

equity stake in Takeaway.com³ alongside other minority holdings (with LPV of €284m)

Notes:

1. Excluding countries with (planned) divestments in foodora non-core assets (Australia, France, Italy and Netherlands)

2. Constant currency; excludes Germany

3. 18% of the total issued and outstanding share capital of Takeaway.com N.V. after the issuance of the equity component to Delivery Hero, but prior to any issuance of shares required to (re)finance all or part of the cash component of the consideration

Appendix

2019 Financial Calendar

Event	Release Date
Full-year 2018 Trading Update	06-Feb-2019
Annual Results 2018 / Report	25-Apr-2019
Q1 2019 Trading Update	08-May-2019
2019 Annual General Meeting	12-Jun-2019
Half-year 2019 Report	04-Sep-2019
Q3/9M 2019 Trading Update	07-Nov-2019

Delivery Hero: KPIs Post Transaction (1/2)

				2017		2018
in €m	Q1	Q2	H1	Q3	Q4	FY	Q1	Q2	H1	Q3	9M
Delivery Hero Group (ex. Germany)
Orders	52.9	58.2	111.1	63.4	73.8	248.3	80.2	86.4	166.6	94.5	261.1
% YoY Growth							51.8%	48.3%	50.0%	49.0%	49.6%
GMV	681.4	739.8	1,421.2	801.7	907.9	3,130.8	970.7	1,041.1	2,011.8	1,150.0	3,161.8
% YoY Growth							42.5%	40.7%	41.6%	43.4%	42.2%
% YoY Growth (constant currency)							59.4%	55.6%	57.4%	54.4%	56.3%
Revenue	88.1	97.4	185.5	106.4	125.5	417.4	137.7	154.5	292.2	175.9	468.1
% YoY Growth							56.2%	58.7%	57.5%	65.3%	60.4%
% YoY Growth (constant currency)							73.9%	74.0%	74.0%	82.6%	77.1%
Delivery Hero Europe (ex. Germany)
Orders	10.0	10.5	20.5	10.0	12.1	42.6	13.8	14.6	28.4	14.3	42.8
% YoY Growth							37.9%	39.1%	38.5%	43.5%	40.2%
GMV	128.4	131.8	260.2	130.8	156.4	547.4	173.1	173.2	346.3	174.8	521.1
% YoY Growth							34.8%	31.4%	33.1%	33.7%	33.3%
% YoY Growth (constant currency)							35.7%	32.8%	34.2%	36.1%	34.9%
Revenue	21.2	21.9	43.1	21.5	24.9	89.5	27.4	27.4	54.8	27.6	82.3
% YoY Growth							29.1%	25.1%	27.1%	28.5%	27.5%
% YoY Growth (constant currency)							30.6%	26.8%	28.7%	31.1%	29.5%
Delivery Hero Germany
Orders	6.7	6.9	13.6	7.2	7.8	28.5	8.0	7.4	15.4	7.9	23.4
% YoY Growth							19.2%	8.3%	13.7%	10.7%	12.7%
GMV 1	128.6	130.6	259.2	138.7	152.7	550.7	157.0	147.1	304.1	157.7	461.8
% YoY Growth							22.1%	12.6%	17.3%	13.6%	16.0%
% YoY Growth (constant currency)							22.1%	12.6%	17.3%	13.6%	16.0%
Revenue	21.4	21.7	43.1	22.7	24.3	90.1	25.5	24.7	50.2	25.9	76.1
% YoY Growth							19.2%	14.0%	16.6%	14.1%	15.7%
% YoY Growth (constant currency)							19.2%	14.0%	16.6%	14.1%	15.7%

Note:

1. Q1, Q2 2017 numbers revised from €130.4m and €131.1m respectively

Delivery Hero: KPIs Post Transaction (2/2)

		2017		2018
in €m	Q1	Q2	H1	Q3	Q4	FY	Q1	Q2	H1	Q3	9M
Asia
Orders	11.4	12.8	24.2	14.5	16.5	55.1	17.6	18.7	36.3	21.9	58.2
% YoY Growth							53.8%	46.9%	50.2%	50.6%	50.3%
GMV	185.0	200.4	385.4	211.0	247.6	844.0	261.7	280.0	541.7	317.4	859.1
% YoY Growth							41.4%	39.8%	40.6%	50.4%	44.1%
% YoY Growth (constant currency)							52.7%	45.7%	49.0%	48.7%	48.9%
Revenue	27.6	31.0	58.6	31.1	37.6	127.3	39.9	44.7	84.6	50.8	135.4
% YoY Growth							44.7%	44.2%	44.4%	63.2%	50.9%
% YoY Growth (constant currency)							56.4%	50.2%	53.1%	61.3%	56.0%
MENA
Orders	25.7	28.3	53.9	31.7	37.5	123.1	41.1	44.2	85.4	48.7	134.1
% YoY Growth							60.4%	56.5%	58.3%	53.8%	56.6%
GMV	288.5	313.2	601.7	366.2	402.0	1,369.9	439.8	479.9	919.7	549.7	1,469.3
% YoY Growth							52.4%	53.2%	52.8%	50.1%	51.8%
% YoY Growth (constant currency)							76.6%	74.6%	75.6%	64.7%	71.4%
Revenue	29.6	32.7	62.3	41.8	49.2	153.3	56.6	66.7	123.3	85.0	208.3
% YoY Growth							91.5%	103.8%	97.9%	103.4%	100.1%
% YoY Growth (constant currency)							121.5%	130.1%	126.1%	117.6%	122.7%
Americas
Orders	5.8	6.7	12.4	7.3	7.8	27.5	7.7	8.8	16.5	9.6	26.1
% YoY Growth							33.8%	31.1%	32.4%	32.6%	32.5%
GMV	79.4	94.5	173.9	93.7	101.9	369.5	96.1	108.0	204.2	108.1	312.3
% YoY Growth							21.1%	14.3%	17.4%	15.3%	16.7%
% YoY Growth (constant currency)							51.0%	45.8%	48.1%	52.7%	49.7%
Revenue	9.8	11.8	21.5	12.0	13.8	47.4	13.8	15.8	29.6	12.5	42.1
% YoY Growth							40.7%	34.3%	37.2%	4.0%	25.3%
% YoY Growth (constant currency)							73.1%	68.5%	70.6%	108.0%	84.0%

Important Notice

ALL FINANCIAL FIGURES INCLUDED IN THE FOLLOWING 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 forward-looking 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.