Delivery Hero : Corporate Governance Statement 2022

Delivery Hero| Annual Report 2022

Company| Combined Management Report | Consolidated Financial Statements | Further Information

CORPORATE

GOVERNANCE

- Section B.2 of the GCGC recommends that the supervisory

board together with the management board shall ensure

a long-term succession planning and the approach shall

be described in the Corporate Governance Statement.

With respect to the term of the Management Board ser-

vice agreements and the age structure of the Manage-

ment Board members currently in office, as well as the

long-standing commitment of Niklas Östberg, as chair of

the Management Board (Chief Executive Officer) and

co-founder of the Company, Emmanuel Thomassin, as

Corporate Governance Statement,

Group Corporate Governance Statement

(Sections 289f, 315d of the German

­Commercial Code (HGB))

For Delivery Hero SE (also referred to as the "Company"), good corporate governance is an essential prerequisite for, and a reflection of, responsible and transparent leadership. As a multinational group (the Company together with its consolidated subsidiaries also referred to as the "Delivery­ Hero Group"), we attach particular importance to management geared toward long-term success, cooperation between the Management Board, Supervisory Board and employees based on trust, as well as sustainable value creation and corporate control. The Management Board and the Supervisory Board of Delivery Hero SE are committed to the principles of strong and responsible corporate governance and, in this regard, aim to meet the highest standards and the values of the Company. In addition to applicable law, the Management Board and Supervisory Board are guided in particular by the recommendations of the German Corporate Governance Code. The Supervisory Board and the Management Board report annually on the corporate governance of the Company together with the Group Corporate Governance Statement in accordance with Sections 289f, 315d of the German Commercial Code (HGB), which is available on the Company's website at  Corporate­ Governance Statement In accordance with Principle 23 of the GCGC, this declaration is the central instrument of corporate governance reporting pursuant to Sections 289f, 315d of the German Commercial Code (HGB).

Declaration of Compliance pursuant to

­Section 161 of the German Stock Corporation Act (AktG)

The Declaration of Compliance will be permanently available on the Company's website at  Declaration of Compliance.

Declaration of Compliance 2022

Declaration by the Management Board and the Supervisory Board of Delivery Hero SE regarding the recommendations of the Government Commission German Corporate Governance Code pursuant to section 161 AktG

Management Board and Supervisory Board of Delivery Hero SE declare:

Delivery Hero SE (also the "Company") has complied since the publication of the last declaration of compliance in De- cember 2021 with the recommendations of the Government Commission German Corporate Governance Code in the version dated December 16, 2019 respectively in the current version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 (the "GCGC"), with the exception of the recommendations listed below.

In addition, the Company will continue to comply with the recommendations of the GCGC in the future subject to the following deviations:

Chief Financial Officer of the Company, and Pieter-Jan
Vandepitte­	as Chief Operating Officer of the Company, the
Supervisory Board has not yet developed guidelines for
the succession planning for the Management Board mem-
bers. To that extent, a deviation is declared regarding this
recommendation. The Supervisory Board continuously
monitors the need for long-term succession planning and
is committed to developing guidelines for the succession
planning for the members of the Management Board in
line with the specific needs of the Company to comply
with this recommendation of the GCGC in the future.
- Pursuant to Section B.3 of the GCGC, the first-time ap-
pointment of Management Board members shall be for
a period of not more than three years. Deviating from
this, the Supervisory Board of the Company appointed
Pieter­ -Jan	Vandepitte in the financial year 2021 as a
member of the Management Board for an initial period
of five years. The term of his initial appointment ends on
April 30, 2026. Pieter-Jan Vandepitte has been Chief Op-
erating Officer of the Company since August 1, 2015.
During this time, he has already proven himself as a
leader and demonstrated that he is closely familiar with
the Delivery Hero Group, its structures, values and objec-
tives and the cooperation with the members of the Man-
agement Board. Over the past years, the Supervisory
Board has gained a comprehensive picture of Pieter-Jan
Vandepitte's working methods, experience and knowl-
edge. The Supervisory Board therefore believed that a
first-time appointment for a period of more than three
years was in the interests of the Company. Given that the

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Delivery Hero| Annual Report 2022

Company| Combined Management Report | Consolidated Financial Statements | Further Information

first-time appointment of Pieter­-Jan Vandepitte as a Management Board member continues in the financial year 2022, the Company declares, to that extent, a deviation regarding this recommendation.

• Section F.2 of the GCGC recommends that the consolidat- ed financial statements and the group management re- port shall be made publicly accessible within 90 days from the end of the financial year, while mandatory inter- im financial information shall be made publicly accessi- ble within 45 days from the end of the reporting period. Due, among other things, to a large number of M&A ac- tivities of the Company and the resulting need for inte- gration within the group, the Company has so far only published its financial reports within the statutory dead- lines. In order to maintain a high quality of the financial reporting, the Company will continue to publish the con- solidated financial statements and the group manage- ment report as well as the mandatory interim financial information within the statutory deadlines. Consequent-
  ly, Delivery­ Hero SE hereby declares a deviation from the respective recommendations. However, Delivery Hero SE is constantly seeking to improve its reporting system to comply with these recommendations of the GCGC in the future.
• Pursuant to Section G.1 indent 1, half-sentence 2 of the GCGC, the compensation system of the Management Board shall in particular specify the amount of total remu- neration that may not be exceeded (maximum remunera- tion). In accordance with this recommendation, the Super- visory Board of the Company has resolved amendments to the compensation system for Management Board mem- bers and submitted this compensation system to the An- nual General Meeting on June 16, 2021 for approval. Pur- suant to Section 87a (1) sentence 2 no. 1 of the German Stock Corporation Act (Aktiengesetz, "AktG"), the compen- sation system provides for a maximum compensation which limits the total amount of compensation actually received for a given financial year. The maximum compen- sation for the Chair of the Management Board is set at € 12 million and for the ordinary members of the Management Board at € 9 million. In accordance with the statutory

requirements,­the Supervisory Board will apply the compensation system to all service agreements with members of the Management Board of Delivery Hero SE that are newly entered into, amended or extended after the expiration of two months following the initial approval of the compensation system by the Annual General Meeting. The currently valid Management Board service agreements, which were already concluded prior to the introduction of section 87a (1) sentence 2 no. 1 AktG and the Annual General Meeting on June 16, 2021, which voted on the Management Board compensation system, do not contain a provision on maximum remuneration. Since the Management Board service agreements are grandfathered and the GCGC does not require any adjustment of current con- tracts, Delivery Hero SE declares to that extent a deviation with regard to this recommendation of the GCGC.

Berlin, in December 2022

Delivery Hero SE

On behalf of the Supervisory Board

Dr Martin Enderle

The Management Board

Niklas Östberg

Emmanuel Thomassin

Pieter-Jan Vandepitte

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Delivery Hero| Annual Report 2022

Company| Combined Management Report | Consolidated Financial Statements | Further Information

Compensation Report, compensation system

At  Compensation, the applicable compensation system for the members of the Management Board pursuant to Section 87a (1) and (2) Sentence 1 of the German Stock Corporation Act (AktG) which was approved by the Annual General Meeting on June 16, 2021, as well as the resolution adopted by the Annual General Meeting on June 16, 2021 pursuant to Section 113 (3) of the German Stock Corporation Act (AktG) on the compensation of the members of the Supervisory Board can be accessed. The 2021 Compensation Report and the corresponding audit report pursuant to Section 162 of the German Stock Corporation Act (AktG) are also available there. For information regarding the

compensation­of the members of the Management Board and Supervisory Board and the members of the committees in the financial year 2022, please refer to the detailed ­Compensation Report, which can also be found on the Company's website at  AGM as soon as the Annual General Meeting 2023 is convened and additionally, following the conclusion of the Annual General Meeting 2023, at

 Compensation. The Compensation Report also contains specific information on the Company's existing stock option programs and similar securities-based incentive systems.

Corporate governance and relevant disclosures on corporate governance practices

Standards of good and responsible corporate governance

Good corporate governance according to the guiding principle of the "reputable businessperson" serves to sustainably increase the Company's value and promotes the trust in our enterprise's management and supervision among national and international investors, financial markets, business partners, employees and the public. Accordingly, the Company's Management Board, Supervisory Board and executives ensure that our corporate governance policies are actively practiced and continuously developed in all areas of the enterprise.

Corporate governance at Delivery Hero SE is determined in particular by the applicable laws, the recommendations of the GCGC as well as the Company's Articles of Association and the internal rules of procedures and policies.

The Management Board and the Supervisory Board attach great value to an open corporate and management culture. Positive interpersonal relations within the Company as well as the Delivery Hero Group are of paramount importance for the Company's economic success and the satisfaction of its customers, employees, partners and shareholders. A detailed description of our corporate social responsibility can be found in the Non-Financial Report for the Group, which is also available on the Company's website at  NFR.

Compliance, compliance management and the Code of Conduct of Delivery Hero SE

For Delivery Hero SE, compliance is set up to foster a sustainable corporate culture of integrity, responsibility and effective risk management. To ensure that its business is conducted in full compliance with the law and internal pol- icies, the Delivery Hero Group has set up a compliance management system to systematically prevent, detect and react appropriately to conflicts of interest, corruption, financial crimes, fraud, breaches of antitrust regulations and other violations of the law.

To provide employees with guidance in their decision mak- ing, the Company has developed a Code of Conduct that defines the standards of conduct of the Delivery Hero Group and constitutes a significant component of the compliance management system. The Company expects all employees to adhere to the Code of Conduct and report vio- lations, or potential violations, of the law, the Code of Conduct or other internal policies. The Company offers employees and third parties means of reporting - also anonymously through its whistle-blower system. The Compliance department investigates reported incidents and, if necessary, initiates appropriate measures.

The compliance management system is subject to continuous review and development by the Management Board in cooperation with the relevant departments. The Management Board bears overall responsibility for the proper functioning of the compliance management system; the Supervisory Board and the Internal Audit department monitor the system's appropriateness and effectiveness.

Risk management and internal control system

Within Delivery Hero SE, the Risk Management System ("RMS") is designed to support the enterprise in the early detection, management and monitoring of significant risks for the Delivery Hero Group and their impact on the business strategy.

As part of the business strategy, sustainability targets based on internal and external sustainability data are considered in the risk management process and overall RMS. The RMS manages and streamlines the group-wide risk management process, controls all risk management-related activities and ensures a comprehensive view of all significant risks of the Delivery Hero Group. Further details about key objectives, the risk strategy, the duties of central risk management, the recipients of the Risk and Opportunity Report and information on Delivery Hero SE's RMS can be found in the Risk and Opportunity Report in the Combined Group Management Report.

An objective of the group-wide internal control system ("ICS") is presented in the subsection "Internal control system for financial reporting" of the Risk and Opportunity Report in the Combined Group Management Report.

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Delivery Hero| Annual Report 2022

Company| Combined Management Report | Consolidated Financial Statements | Further Information

Furthermore, the ICS is designed to ensure compliance with internal policies, statutory rules and regulations, to protect company assets, and to achieve business strategies and goals by reducing financial and operational risks. Controls are designed to enable the permanent monitoring and management of the risks. The achievement of the Delivery­ Hero Group's sustainability targets is supported by established controls in the assessment and monitoring of sustainability data.

Both the RMS and the ICS are evaluated for appropriateness and effectiveness by the Internal Audit function. The systems are constantly being further developed. The reporting recipients of the ICS are equivalent to the RMS. The compliance management system is integrated into the RMS and ICS and follows the Delivery Hero Group's risk position.

Internal auditing system

Independence is the cornerstone of Delivery Hero SE's Internal Audit function. Internal auditing provides independent and objective assurance via its functional reporting line to the Audit Committee of the Supervisory Board regarding the appropriateness and effectiveness of the Delivery Hero Group's other governance processes (risk management, compliance management and internal controls). This is accomplished via risk-based audits performed by the Internal Audit team throughout the Delivery Hero Group and subsequent reporting to the Management Board and the Supervisory Board.

Internal auditing serves to promote responsible corporate governance in accordance with the standards and code of ethics of the Institute of Internal Auditors (IIA) and the German Institute for Internal Auditing (DIIR). The Internal Audit team provides the Audit Committee of the Supervisory Board and the Supervisory Board with a report on its activities on a regular basis. These reports contain, inter alia, an account of the current status of the various audits conducted under the annual audit plan, significant findings of completed audits and any outstanding issues relating to the implementation of management action plans.

Duties, composition and working methods of the Management Board and the Supervisory Board as well as of the Supervisory Board's committees

Dualistic management and control structure

The company form of a European public company (Societas Europaea, SE) expresses Delivery Hero SE's self-image as an internationally oriented Company with European roots. As an SE with its registered office in Germany, the Company is subject to the European and German SE regulations as well as to the German Stock Corporation Act (AktG). The Company has a dual management system that assigns the management of the enterprise to the Management Board and advice and monitoring of the Management Board to the Supervisory Board. The Management Board and the Supervisory Board cooperate on a basis of trust to the benefit of the enterprise and are in regular contact with one another.

Duties, lines of authority, and composition of the Management Board

As the Management Board of Delivery Hero SE, Niklas ­Östberg (Chair of the Management Board, Chief Executive Officer), Emmanuel Thomassin (Chief Financial Officer) and Pieter-Jan Vandepitte (Chief Operating Officer) are personally responsible for managing the Company's business divisions assigned to them. In doing so, the Management Board is obligated to act in the Company's interest and committed to its sustainable value creation. Niklas Östberg, Emmanuel Thomassin and Pieter-Jan Vandepitte lead the Company in a spirit of partnership and, in coordination with the Supervisory Board, are jointly responsible for the corporate strategy and its day-to-day implementation in accordance with applicable laws, the Articles of Association and the Rules of Procedure of the Management Board. The management of all business divisions is aligned with the targets set by the resolutions of the Management Board. Irrespective of the distribution of business responsibilities, the members of the Management Board are jointly responsible for managing the Company. They work together in a collegial manner and inform each other on an ongoing basis of significant measures and transactions in their respective business divisions.

The Rules of Procedure of the Management Board laid down by the Supervisory Board govern the cooperation and responsibilities of the Management Board members. In particular, they contain regulations on the working methods of the Management Board members and on the cooperation with the Supervisory Board. They also contain, inter alia, a catalog of matters requiring Supervisory Board ap- proval, set out the quorum and the majorities required for the passing of Management Board resolutions and determine the matters that are subject to the decision of the entire Management Board. Management Board meetings are held on a regular basis, usually every two weeks. The Management Board, especially the chair, maintains regular contact with the chair of the Supervisory Board.

The Management Board discusses the current state of strategy implementation with the Supervisory Board at regular intervals. It informs the Supervisory Board regularly, promptly and comprehensively with regard to all questions of strat- egy, planning, business development, risk exposure, risk management and compliance that are of relevance to the Delivery Hero Group. In this context, the Management Board addresses deviations in the course of business development from established plans and agreed targets, indicating the reasons for them. The Supervisory Board may at any time request a report from the Management Board on matters concerning the Company, on its legal and business relations with affiliated companies, and on business operations at these companies which may have a significant influence on the situation of the Company.

When making decisions, Management Board members may not pursue any personal interests. During their term of of- fice, they are subject to a comprehensive non-compete clause and must not exploit business opportunities of the Delivery Hero Group for their own gain. Each member of the Management Board must immediately disclose any conflicts of interest to the Supervisory Board. All transactions between Delivery Hero SE or other companies of the ­Delivery Hero Group on the one hand, and Management Board members as well as related parties and companies with which they have a personal relationship on the other,

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Delivery Hero| Annual Report 2022

Company| Combined Management Report | Consolidated Financial Statements | Further Information

must comply with standard industry practices and may be subject to prior approval by the Supervisory Board. Management Board members may pursue secondary employ- ment, especially more than two supervisory board or comparable mandates at listed companies outside the Delivery Hero Group, with the approval of the Supervisory Board only.

The Supervisory Board is aware of the particular importance of diversity in the Company's management. It firmly believes that management and supervisory bodies with a diverse composition open up diversified perspectives that in turn enable decision-making processes that contribute to a sustainable increase in performance. As regards the composition of the Management Board, the Supervisory Board - even though professional and technical qualifications are always the decisive criterion - attempts to take the international character and various core sectors of the Company's business model into consideration as appropriately as possible while at the same time honoring the principle of diversity, particularly with regard to professional experience and the know-how of the candidates. Even though performance and qualifications are the paramount factors when selecting Management Board members, such members shall not be older than 65 years at the time of their appointment.

Niklas Östberg and Emmanuel Thomassin were first appointed as members of the Management Board in the financial year 2018 following the change of legal form to an SE. Pieter-Jan Vandepitte was first appointed as member of the Management Board in the financial year 2021. As a rule, the first-time appointment of Management Board members should not exceed a maximum period of three years. How- ever, the Supervisory Board first appointed Pieter-Jan Van- depitte as a member of the Company's Management Board in the financial year 2021 for a term of five years. The members of the Supervisory Board hereby expressed their confidence in Pieter-Jan Vandepitte, who, as Chief Operating Officer of the Company since August 2015, had already proven himself as a leader and demonstrated that he is very

familiar with the Delivery Hero Group, its structures, values and objectives, and the cooperation with the members of the Management Board. A premature re-appointment prior to one year before the end of an appointment period with simultaneous termination of the current appointment shall happen only if special circumstances apply.

Due to the term of appointment until April 30, 2026, the age structure and the long-standing commitment of the Management Board members currently in office, the Supervisory Board has not yet developed guidelines for the succession of Management Board members. The Supervisory Board continuously monitors the need for long-term succession planning and is committed to developing guidelines for the succession planning for the members of the Management Board in line with the specific needs of the Company.

Duties, lines of authority and composition of the Supervisory Board

The Supervisory Board is responsible for regularly advising and monitoring the Management Board in its management of the enterprise. The Supervisory Board performs its functions in accordance with statutory provisions, the Articles of Association of the Company and its own rules of procedure. It is involved in decisions of fundamental importance for the enterprise and - for the benefit of the enterprise - works closely and in a spirit of trust with the other governing bodies of the Company, especially the Management Board.

The Articles of Association of Delivery Hero SE stipulate that the Supervisory Board consists of six members. The Supervisory Board comprises six members, three of whom are employee representatives.

The members of the Supervisory Board in the 2022 financial year were 1:

• Dr Martin Enderle (member and chair since May 29, 2017)
• Patrick Kolek (member since June 3, 2017, Deputy Chair since July 13, 2018)

1 The disclosures on the membership in the Supervisory Board and the Supervisory Board committees and the chairpersonship of the Supervisory Board also refer to the period prior to the legal form change from Delivery Hero AG to Delivery Hero SE coming into force on July 13, 2018.

• Jeanette L. Gorgas (member since June 18, 2020)
• Gabriella Ardbo (member since June 18, 2020)
• Nils Engvall (member since June 18, 2020)
• Dimitrios Tsaousis (member since November 2, 2021)

The Supervisory Board has adopted rules of procedure for itself that govern in particular the working methods and the division of responsibilities of the Supervisory Board and its committees. The chair of the Supervisory Board coordinates the work of the Supervisory Board and represents the interests of the Supervisory Board externally. In accordance with the suggestion in Section A.6 GCGC, he is - to an appropriate extent - prepared to hold discussions with investors on issues specific to the Supervisory Board. The Supervisory Board holds at least two meetings per calendar half-year, with further meetings convened as and when necessary. Meetings held, and resolutions passed, in writ- ing, by telephone or by means of electronic media are per- missible. In general, the Supervisory Board passes its resolutions by a simple majority of the members participating in the vote; in the event of a tie, the chair shall have the casting vote. The Supervisory Board discusses the business development, strategic planning and significant investments on a regular basis. The Supervisory Board also regularly assesses how effective the Supervisory Board as a whole and its committees fulfill their tasks. The evaluation is based on a survey using electronic questionnaires that reflect current requirements of the applicable German law and the GCGC and contain questions addressing all aspects of the Supervisory Board's work. The Supervisory Board then discusses the results in a meeting and decides upon any necessary improvements. The self-evaluation was last conducted in cooperation with an external consultant in October 2022.

The Supervisory Board members undertake the training and development measures required for their duties on their own responsibility and are supported in this by the Company. The Company offers regular training by external lawyers and Company employees on topics such as capital market law and corporate governance. Furthermore, the Company has developed a comprehensive onboarding program for new Supervisory Board members, which can also be attended by

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