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Public disclosure of inside information according to Article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation - MAR)

Delivery Hero SE to issue convertible bonds and launch a subsequent tender offer for outstanding convertible bonds

Berlin, February 13, 2023 - Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) launches the issue of a convertible bond and is targeting gross proceeds in an aggregate amount of approximately EUR 1,000 million. Following pricing of the new bonds, the Company will invite current bondholders to submit offers to sell any and all of the outstanding convertible bonds due 2024 (ISIN: DE000A254Y84) and up to approximately EUR 250 million of the outstanding convertible bonds due 2025 (ISIN: DE000A3H2WP2).

Convertible Bonds

Today, the Management Board of Delivery Hero, with approval of the Supervisory Board, resolved to issue senior, unsecured convertible bonds with an aggregate principal amount of approximately EUR 1,000 million, maturing in February 2030 (the "Convertible Bonds"). The Convertible Bonds will be convertible into newly issued or existing Delivery Hero registered shares with no par value. Shareholders' subscription rights have been excluded.

The Convertible Bonds will be issued at 100% of their nominal value with a denomination of EUR 100,000 each and - unless previously converted, repurchased or redeemed - will be redeemed at par at maturity. The Convertible Bonds will be offered with an annual interest rate between 3.50% and 4.00%, payable semi-annually, and a conversion premium of 35.0% to 40.0% above the reference price, being the placement price per Delivery Hero share in the Concurrent Offering of Existing Shares (as defined below).

The pricing of the offering of the Convertible Bonds will be determined on the basis of an accelerated bookbuilding process that will start immediately. The Convertible Bonds are expected to be issued by Delivery Hero on or around February 21, 2023, and admission to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.

The Convertible Bonds will be offered solely to institutional investors in certain jurisdictions, outside the United States of America, via a private placement.

The Company will be entitled to redeem the Convertible Bonds at any time (i) on or after September 11, 2028, if the stock exchange price per Delivery Hero share amounts to at least 150% of the then relevant conversion price over a certain period or (ii) if 20% or less of the aggregate principal amount of the Convertible Bonds remain outstanding.

Holders of the Convertible Bonds will be entitled to require an early redemption of their Convertible Bonds at their principal amount plus accrued but unpaid interest on August 21, 2028.

As part of the offering of Convertible Bonds, the Company has agreed to a lock-up period of 90 days following the closing date, subject to customary exceptions.

Concurrent Offering of Existing Shares by Financial Institutions

The Joint Bookrunners have informed the Company that concurrently with the placement of the Convertible Bonds, they intend to conduct a simultaneous placement of existing shares of the Company (the "Concurrent Offering of Existing Shares") on behalf of buyers of the Convertible Bonds who wish to sell such shares in short sales to hedge the market risk of an investment in the Convertible Bonds at a placement price to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Offering of Existing Shares.

Use of Proceeds

The Company intends to use the proceeds from the issue of the Convertible Bonds to finance the Tender Offer (as described below) - to improve its debt maturity profile while preserving a strong liquidity position - and for general corporate purposes.

Tender Offer

 Following pricing of the Convertible Bonds, the Company will invite:

• the holders of the outstanding 0.250% convertible bonds due 2024 (ISIN: DE000A254Y84) (the "2024 Bonds"), whose outstanding principal amount not held by the Company is EUR 763.4 million as of today (following buybacks in the amount of EUR 111.6 million in 2022), to tender for purchase for cash any and all of the outstanding 2024 Bonds, whereas the decision to accept the sale offers is at the Company's sole and absolute discretion (the "2024 Bonds Repurchase Invitation"). The repurchase price per 2024 Bond tendered under the 2024 Bonds Repurchase Invitation is 96.375% of the principal amount per 2024 Bond (equal to EUR 96,375 per 2024 Bond). The Company will also pay interest accrued on the purchased 2024 Bonds from and including the interest payment date for the 2024 Bonds immediately preceding the Invitation Settlement Date (as described below) to but excluding the Invitation Settlement Date;

• The holders of the outstanding 0.875% convertible bonds due 2025 (ISIN: DE000A3H2WP2) (the “2025 Bonds”), whose outstanding principal amount not held by the Company is EUR 750 million as of today, to tender for purchase for cash up to approximately EUR 250 million of the outstanding 2025 Bonds, whereas the decision to accept the sale offers is at the Company's sole and absolute discretion (the "2025 Bonds Repurchase Invitation", together with the 2024 Bonds Repurchase Invitation, the “Repurchase Invitations”). The repurchase price per 2025 Bond tendered under the 2025 Bonds Repurchase Invitation will be between 86.250% and 87.250% of the principal amount per 2025 Bond (equal to between EUR 86,250 and EUR 87,250 per 2025 Bond). The Company will also pay interest accrued on the purchased 2025 Bonds from and including the interest payment date for the 2025 Bonds immediately preceding the Invitation Settlement Date (as described below) to but excluding the Invitation Settlement Date.

The Company intends to buy back all of the outstanding EUR 763.4 million nominal of the 2024 Bonds validly tendered and up to approximately EUR 250 million nominal of the outstanding EUR 750 million nominal of the 2025 Bonds validly tendered.

The Repurchase Invitations will start at 8:00 CET and expire at 17:30 CET on February 14, 2023, unless amended, extended, re-opened or terminated. Settlement of the Repurchase Invitations is expected to take place on February 23, 2023 (the "Invitation Settlement Date").

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Responsible person for this publication:

Christoph Bast
Head of Investor Relations
+49 160 30 13 435
[email protected]