Delivery Hero divests Taiwan operations to Uber

14 May 2024

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An attractive transaction in-line with Delivery Hero's strategy

Materializes an attractive valuation

Key Highlights

Further strengthens the balance sheet

§

Delivery Hero to sell Taiwan operations to Uber

for US$ 950 million in an all-cashtransaction

Creates value for our shareholders

§

Attractive valuation of 0.6x EV/GMV LTM ending

March 2024

§ Antitrust approval required to complete the transaction which is targeted to close in H1 2025

§ Uber will additionally invest US$ 300 million at the time of signing in newly issued ordinary Delivery Hero shares

§ Delivery Hero intends to use the net proceeds from the capital increase to buy back convertible bonds to enhance its capital structure

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Transaction details

Transaction

Strategic Rationale

Financials

Closing

  • Sale of Delivery Hero's operations in Taiwan to Uber for US$ 950m as share deal. The transaction values DH's Taiwan business at 0.6x EV/GMV LTM ending March 2024
  • Consideration to be paid fully in cash (cash-free,debt-free basis)
  • Uber will additionally invest US$ 300m at €33.0 a share at the time of signing in newly issued ordinary Delivery Hero shares
  • This transaction materializes the high value of our assets and allows us to focus resources on other parts of our global footprint, strengthening our market leading ecosystem and creating value for our shareholders
  • Cash proceeds are reducing the net debt and further strengthening our balance sheet
  • GMV in Taiwan reached €1.6bn based on LTM figures ending March 2024 (which represents ~3% of Group GMV)
  • Adjusted EBITDA before allocation of group costs was a small positive in the period
  • Divestment transaction is subject to customary closing conditions and requires regulatory approvals. The transaction is targeted to close in H1 2025. The long-stop date can be extended from 12 to 18 months
  • Investments in the local market will continue until closing, thereby preserving business value and market position
  • Uber's investment in Delivery Hero will take place at the time of signing, with funds to be transferred shortly afterwards
  • The parties agreed to appropriate deal protections to ensure strong alignment to close the transaction

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Significant decrease in net debt following the completion of the transaction

Cash inflow from capital increase and divestment (€ bn)

up to ~30%

-1.2

3.9

2.7

Pro-forma net debt FY'23

Cash inflow

Pro-forma net debt FY'23

prior to transaction

post transaction

Comment

  • Delivery Hero intends to use the net proceeds from the capital increase to buy back convertible bonds to enhance its capital structure
  • Significant net debt reduction of up to ~30% after the transaction is completed
  • The organic cash flow generation in the coming years comfortably exceeds all upcoming convertible debt and term loan maturities

Note: Pro-forma net debt FY'23 prior to transaction as of 31 December 2023 adjusted for divestment of Deliveroo shares, upsize of term loans and repayment of convertible bonds. Pro-forma net debt FY'23 post

transaction also includes the proceeds from both the capital increase and the divestment of Taiwan. Cash inflow from the capital increase relates to the US$ 300 million investment in newly issued ordinary Delivery

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Hero shares at the time of signing. Cash inflow from divesture relates to the divestment of Taiwan and occurs after the divestment operation receives regulatory approval and the transaction is finalized. For

illustration purposes, net debt reduction assumes convertible bond buybacks at par.

Definitions & Important Notice

Definitions

  • Gross Merchandise Value (GMV) is the total value paid by customers (including VAT, delivery fees, other fees and subsidies but excluding subscription fees, tips and delivery-as-a- service fee).
  • Total Segment Revenue is defined as revenue in accordance with IFRS 15, excluding the effect of vouchers, discounts and other reconciliation effects. Difference between total segment revenue and the sum of segment revenues is mainly due to intersegment consolidation adjustments for services charged by the Platform Businesses to the Integrated Verticals Businesses.
  • Constant currency provides an indication of the business performance by removing the impact of foreign exchange rate movements.

Important Notice

  • 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.

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Investor Relations Contacts

Christoph Bast

Bruno Priuli

Dennis Bader

Loredana Strîmbei

Head of IR

Director IR

Director IR

Specialist IR

christoph.bast@deliveryhero.com

bruno.priuli@deliveryhero.com

dennis.bader@deliveryhero.com

loredana.strimbei@deliveryhero.com

ir@deliveryhero.com

  1. +49 (0)30 54 4459 105 Oranienburger Straße 70, 10117 Berlin, Germany

ir.deliveryhero.com

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Delivery Hero SE published this content on 14 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2024 03:23:03 UTC.