AD-HOC RELEASE

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

Delivery Hero sells food delivery operations in Germany to Takeaway.com for cash and shares and reinvests for further growth

Berlin, December 20, 2018 - Today, Delivery Hero S.E. ("Delivery Hero") signed transaction documentation with Takeaway.com N.V. and one of its affiliates (together, "Takeaway.com") pursuant to which Delivery Hero will sell its German food delivery businesses Lieferheld, Pizza.de and foodora to Takeaway.com in exchange for cash and an equity stake in Takeaway.com N.V.. Under the Transaction, Delivery Hero will sell the outstanding shares in Delivery Hero Germany GmbH and Foodora GmbH (together, "Delivery Hero Germany") to Takeaway.com for a total consideration of c. EUR930 million ("Consideration") consisting of cash and shares in Takeaway.com N.V.. The Consideration will comprise of c. EUR508 million in cash, subject to customary adjustments, and 9.5 million shares in Takeaway.com N.V. worth c. EUR422 million (based on EUR44.40 per share equivalent to the last 10 day VWAP as of December 19, 2018), representing c.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 aforementioned cash component of the Consideration. Takeaway.com has secured committed debt financing for the cash portion of the Consideration totaling EUR680 million.

Subject to limited exclusions, the parties have agreed to a standstill period of four years following the completion of the Transaction during which Delivery Hero shall, in particular, not effect any increases in its shareholding in Takeaway.com N.V. through shares or derivative securities. In addition, to safeguard its financial investment in the Company, Delivery Hero will have the right to submit a binding nomination for an independent member of Takeaway.com N.V.'s supervisory board, until it holds less than 9.99% of the shares in Takeaway.com N.V.

Delivery Hero currently intends to reinvest approximately half of the cash proceeds and is thus expecting to achieve revenues between EUR1,080 million and EUR1,150 million and adjusted EBITDA between negative EUR270 and negative EUR320 million for 2019.

The Transaction is subject to approval of the general meeting of Takeaway.com N.V. and anticipated to be completed in the first half of 2019.

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Media Enquiries
Bodo v. Braunmühl, Head of Corporate Communications, Delivery Hero
[email protected]
+49 (30) 544 45 9090

Investor Enquiries
Duncan McIntyre, SVP Corporate Finance & Investor Relations, Delivery Hero
[email protected]
+49 (30) 544 45 9072

Disclaimer

This release may contain forward looking statements, 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," "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. Forward-looking statements are based on the current views, expectations and assumptions of the management of Delivery Hero SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. 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. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

Contact:
Dr. Matthew Saliba
Head of Corporate and M&A Law

Additional information:
Language: English
Company: Delivery Hero SE
Oranienburger Strasse 70
10117 Berlin
Germany
Phone: +49 30 544 45 9090
Email: [email protected]
Internet: www.deliveryhero.com
ISIN: E000A2E4K43
WKN: A2E4K4
Listed: Regulated Market in Frankfurt (Prime Standard); Open Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange