Delivery Hero : Invitation to the ordinary Annual General Meeting on June 19, 2024 including agenda

Invitation to the Delivery Hero SE Annual General Meeting

19 June 2024

- non-binding convenience translation from German into English -

DELIVERY HERO SE

BERLIN

ISIN DE000A2E4K43 / WKN A2E4K4

CONVOCATION OF THE ANNUAL GENERAL MEETING 2024

On

Wednesday, June 19, 2024, at 10:00 a.m. CEST,

in the premises of

Grünebaum Gesellschaft für Event-Logistik mbH "The Burrow", Karl-Heinrich-Ulrichs-

Straße 22/24 / Lützowplatz 15, 10785 Berlin,

the Annual General Meeting of Delivery Hero SE with registered seat in Berlin

will take place in the form of a virtual Annual General Meeting without the physical presence of

shareholders or their proxies at the venue of the Annual General Meeting.

We cordially invite our shareholders* to attend.

*If gender-specific spelling is omitted in this invitation, this is solely for the purpose of better readability. All personal designations and terms are to be understood as gender-neutral in the sense of equal treatment.

- non-binding convenience translation from German into English -

Duly registered shareholders and their proxies can access the virtual Annual General Meeting by means of electronic communication via the Internet service ("Investor Portal") and exercise their voting rights and other shareholder rights. The password-protected Investor Portal for the Annual General Meeting is available at

https://ir.deliveryhero.com/agm.

Further information on the audio and video transmission of the Annual General Meeting can be found in the section "Additional information and notes", which is printed after the agenda.

Voting rights are exercised - even if third parties are authorized - exclusively by means of electronic communication via electronic postal voting or by granting power of attorney and issuing instructions to the proxies appointed by the Company.

The venue of the Annual General Meeting within the meaning of the German Stock Corporation Act are the premises of Grünebaum Gesellschaft für Event-Logistik mbH "The Burrow", Karl- Heinrich-Ulrichs-Straße 22/24 / Lützowplatz 15, 10785 Berlin. Shareholders and their proxies (with the exception of the proxies appointed by the Company) have no right or opportunity to be present at the venue of the meeting.

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TABLE OF CONTENTS

I. AGENDA _______________________________________________________________________ 4

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements for the financial year 2023 with the combined management report for Delivery Hero SE and the Group, the combined non-financial group report for Delivery Hero SE and the Group and the report of the Supervisory Board as well as the explanatory reports on the disclosures pursuant to Sections 289a (1), 315a (1) HGB* 4
2. Discharge of the Management Board for the financial year 2023 _________________ 4
3. Discharge of the Supervisory Board for the financial year 2023 __________________ 4
4. Election and appointment of Supervisory Board members and appointment of substitute members ______________________________________________________________5
5. Resolution on the appointment of the auditor of the annual financial statements and the auditor of the consolidated financial statements as well as the auditor for the possible review of interim financial reports and other interim financial information of the Company and on the appointment of the auditor of the sustainability report for the 2024 financial year in accordance with the law implementing Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 ________________________________10
6. Resolution on the approval of the compensation report for the financial year 2023 _ 11
7. Resolution on the creation of Authorized Capital 2024/I (employee participation) with the option to exclude shareholders' subscription rights and the corresponding amendment to Section 4 of the Articles of Association __________________________________________ 12
8. Resolution on the creation of an Authorized Capital 2024/II (participation program for members of the Management Board) with the possibility of excluding shareholders' subscription rights and the corresponding amendment to Section 4 of the Articles of Association_____________________________________________________________________ 16
9. Resolution on the amendment of the resolution under agenda item 10 of the Annual General Meeting on June 16, 2021 and on the partial cancellation of Conditional Capital 2017/II, Conditional Capital 2019/II and Conditional Capital 2021/II and the cancellation of Authorized Capital 2021 as well as the corresponding amendments to the Articles of Association in Section 4 of the Articles of Association _______________________________ 19
10. Resolution on the amendment of Section 5 of the Articles of Association (adaptation to changes in law) ______________________________________________________________ 28
11. Resolution on the approval of the profit and loss transfer agreements between Delivery Hero SE on the one hand and Delivery Hero Stores Holding GmbH, DH Financial Services Holding GmbH, Delivery Hero Kitchens Holding GmbH and Delivery Hero Innovations Hub GmbH on the other hand _________________________________________ 29
12. Resolution on the approval of the domination agreements between Delivery Hero SE on the one hand and Delivery Hero Stores Holding GmbH, DH Financial Services Holding GmbH, Delivery Hero Kitchens Holding GmbH and Delivery Hero Innovations Hub GmbH on the other hand _________________________________________________________________ 36

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- non-binding convenience translation from German into English -

1. Resolution on the amendment of the compensation and the compensation system for the members of the Supervisory Board and the corresponding amendment to Section 15 of the Articles of Association ____________________________________________________ 42
2. Resolution on the increase of the Supervisory Board to eight members and the corresponding amendment to Section 10 para. (1) of the Articles of Association _______ 44
3. Election of a member of the Supervisory Board _____________________________ 45 II. ANNEXES AND REPORTS ON THE AGENDA ITEMS ________________________________ 47 III. ADDITIONAL INFORMATION AND NOTES _______________________________________ 111 IV. SHAREHOLDER RIGHTS ______________________________________________________ 120 V. FURTHER EXPLANATIONS _____________________________________________________125

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- non-binding convenience translation from German into English -

1. AGENDA

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements for the financial year 2023 with the combined management report for Delivery Hero SE and the Group, the combined non-financial group report for Delivery Hero SE and the Group and the report of the Supervisory Board as well as the explanatory reports on the disclosures pursuant to Sections 289a (1), 315a (1) HGB*

The Supervisory Board has approved the annual financial statements and consolidated financial statements prepared by the Management Board. The annual financial statements are thus adopted in accordance with Section 172 German Stock Corporation Act ("AktG"). No resolution of the Annual General Meeting is required for this agenda item 1. The documents relating to agenda item 1 are available on the Company's website available at

https://ir.deliveryhero.com/agm.

*The provisions applicable to stock corporations domiciled in Germany, in particular the German Commercial Code (HGB) and the German Stock Corporation Act (AktG), apply to the Company on the basis of the reference provisions of Art. 5, Art. 9 (1) lit. c) ii), Art. 53 and Art. 61 of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company (SE) (SE Regulation), unless otherwise provided for in more specific provisions of the SE Regulation.

2. Discharge of the Management Board for the financial year 2023

The Management Board and Supervisory Board propose to grant discharge to members of the Company's Management Board who were in office in the 2023 financial year in respect of this period.

3. Discharge of the Supervisory Board for the financial year 2023

The Management Board and Supervisory Board propose to grant discharge to the members of the Company's Supervisory Board who were in office in the 2023 financial year in respect of this period.

1. Dr. Martin Enderle
2. Patrick Kolek

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- non-binding convenience translation from German into English -

1. Jeanette L. Gorgas
2. Nils Engvall
3. Gabriella Ardbo Engarås
4. Dimitrios Tsaousis

It is intended for the Annual General Meeting to resolve on granting discharge separately for each Supervisory Board member.

4. Election and appointment of Supervisory Board members and appointment of substitute members

The term of office of all current members of the Supervisory Board of Delivery Hero SE will end upon the conclusion of the Annual General Meeting to be held on June 19, 2024.

The Supervisory Board of Delivery Hero SE in total consists of six members which are elected or appointed by the Annual General Meeting in accordance with Art. 40 (2), (3) SE Regulation, Section 17 (1) SE Implementation Act ("SEAG"), Section 10 (1) of the Company's Articles of Association and Section 21 (3) no. 1 SE Employee Involvement Act ("SEBG") in conjunction with Section 21 (2) of the Agreement on the Involvement of Employees in Delivery Hero SE dated April 16, 2018 ("Employee Involvement Agreement").

The current members of the Supervisory Board representing the shareholders are Dr. Martin Enderle, Jeanette L. Gorgas and Roger Rabalais. Patrick Kolek, who was previously a member of the Supervisory Board in the 2024 financial year, resigned from office effective April 30, 2024. Roger Rabalais was appointed by order of the Local Court dated April 2024 to replace Patrick Kolek as a member of the Supervisory Board until the end of this Annual General Meeting. The current Supervisory Board members representing the employees are Gabriella Ardbo Engarås, Dimitrios Tsaousis and Nils Engvall.

The terms of office of all of the aforementioned members of the Supervisory Board end upon the conclusion of the Annual General Meeting of Delivery Hero SE to be held on June 19, 2024. Therefore, a new election or reappointment of a total of six members of the Supervisory Board is required, three of them as shareholder representatives and three as employee representatives.

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- non-binding convenience translation from German into English -

In accordance with Section 21 (1) of the Employee Involvement Agreement, half of all members of the Supervisory Board are employee representatives who are appointed at the suggestion of the employees.

The three shareholder representatives are elected by the Annual General Meeting in accordance with Section 10 para. 2 of the Articles of Association without being bound by election proposals. The three employee representatives are elected by the SE Works Council of the Company (SE Works Council) in accordance with Section 10 (2) of the Articles of Association in conjunction with Section 23 (1) of the Employee Involvement Agreement together with their substitute members and proposed to the Annual General Meeting of Delivery Hero SE for appointment. The Annual General Meeting is bound by these proposals pursuant to Section 36. (4) SEBG in conjunction with Section 23 (1) of the Employee Involvement Agreement.

1. Election of shareholder representatives
   Based on the recommendation of its Nomination Committee, the Supervisory Board proposes that the following persons be elected to the Supervisory Board of Delivery Hero SE as shareholder representatives for a period from the end of the Annual General Meeting on June 19, 2024 until the end of the Annual General Meeting that resolves on the discharge for the financial year 2027:
2. 1. Kristin Skogen Lund, profession: Chief Executive Officer (CEO) at Schibsted ASA, Oslo, Norway, resident in Oslo, Norway;
   2. Roger Rabalais, profession: Operating Partner Food & B2C at Prosus, Amsterdam, Netherlands, resident in Amsterdam, Netherlands;

Based on the recommendation of its Nomination Committee, the Supervisory Board proposes that the following person be elected to the Supervisory Board of Delivery Hero SE as shareholder representative for a period from the end of the Annual General Meeting on June 19, 2024 until the end of the Annual General Meeting that resolves on the discharge for the financial year 2025:

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4.3 Dr. Martin Enderle, profession: Consultant, Managing Director of digi.me GmbH and Chaconne GmbH, resident in Munich, Germany.

When electing the shareholder representatives, the Annual General Meeting is not bound by the election proposals listed in this section (1).

The election proposals take into account the objectives resolved by the Supervisory Board for its composition in accordance with Section C.1 of the German Corporate Governance Code (in the version dated April 28, 2022, hereinafter referred to as the German Corporate Governance Code, GCGC) and aim to fulfill the profile of skills and expertise developed by the Supervisory Board for plenum. The objectives resolved by the Supervisory Board for its composition, the profile of skills and expertise and the status of implementation in the form of a qualification matrix are described in the corporate governance statement for the 2023 financial year.

This is available on the Company's website at

https://ir.deliveryhero.com/financial-reports-and-presentations/.

Dr. Martin Enderle, Chair of the Supervisory Board since May 2017, has agreed to step down as Chair upon the conclusion of the 2024 Annual General Meeting. Kristin Skogen Lund is to take over as Chair of the Supervisory Board following her election.

1. Appointment of employee representatives
   In accordance with Section 21 para. 3 SEBG in conjunction with Section 23 para. 1 of the Employee Involvement Agreement, the employees submit the following proposals for the employee representatives and their substitute members to be appointed by the Annual General Meeting:
   The following persons are appointed as employee representatives to the Supervisory Board of Delivery Hero SE at the proposal of the employees for a period from the end of the Annual General Meeting on June 19, 2024 until the end of the Annual General Meeting that resolves on the discharge for the financial year 2027:

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- non-binding convenience translation from German into English -

1. Gabriella Ardbo Engarås, profession: Sales and Account Management Director and Member of the Management Team at foodora AB, resident in Stockholm, Sweden;
2. Nils Engvall, profession: Interim Head Key Account Management at foodora AB, resident in Uppsala, Sweden;
3. Isabel Poscherstnikov, profession: Senior Manager Group Accounting at Delivery Hero SE, resident in Berlin, Germany.

At the proposal of the employees, the following persons are appointed as substitute members for a period from the end of the Annual General Meeting on June 19, 2024 until the end of the Annual General Meeting that resolves on the discharge for the 2027 financial year:

1. Camilla Wik, profession: Head of Business Controlling at foodora AB, residing in Stockholm, Sweden as substitute member for Gabriella Ardbo Engarås;
2. Jonathan Hegbrant, profession: Finance Director at foodora AB, resident in Stockholm, Sweden as substitute member for Nils Engvall;
3. Sachka Stefanova-Behlert, profession: Global Head of Employment Law at Delivery Hero SE, resident in Berlin, Germany as substitute member for Isabel Poscherstnikov.

The aforementioned substitute members shall become members of the Supervisory Board if the employee member of the Supervisory Board for whom they were appointed as a substitute member resigns before the end of the regular term of office and the SE

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