AD-HOC RELEASE

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

Delivery Hero SE to issue convertible bonds and to launch cash capital increase

Berlin, January 15, 2020 - Delivery Hero SE ('Delivery Hero' or the 'Company', ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) concurrently launches the issue of convertible bonds and a capital increase against cash contribution. Delivery Hero is targeting gross proceeds from both instruments in an aggregate amount of up to EUR 2.1 billion.

Convertible Bonds

Today, the management board of Delivery Hero, with approval of the supervisory board, resolved to issue two tranches ('Tranche A' and 'Tranche B') of senior, unsecured convertible bonds with an aggregate principal amount of at least EUR 1.5 billion (each of the tranches with a principal amount of at least EUR 750 million), maturing in January 2024 (Tranche A) and January 2027 (Tranche B) (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 will be 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 0.00% and 0.25% (Tranche A) and between 0.50% and 1.00% (Tranche B) payable semi-annually, and a conversion premium for each of Tranche A and Tranche B of 40% to 45% above the reference price, being the placement price per Delivery Hero share in the concurrent capital increase.

The pricing of the offering of the Convertible Bonds will be determined on the basis of an accelerated bookbuilding. The Convertible Bonds are expected to be issued by Delivery Hero on or around January 23, 2020, 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, via a private placement.

The Company will be entitled to redeem the Convertible Bonds at any time (i) on or after February 13, 2023 (Tranche A) and February 13, 2025 (Tranche B) if the stock exchange price per Delivery Hero share amounts to at least 130% (Tranche A) or 150% (Tranche B) of the then relevant conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the relevant tranche of the Convertible Bonds remain outstanding.

Capital Increase

Today, the management board of Delivery Hero, with approval of the supervisory board, further resolved on the Capital Increase and intends to issue up to 8,158,550 new ordinary registered shares with no-par value against cash contributions, which corresponds to up to approximately 4.30% of the current share capital (the 'Capital Increase'). The number of newly issued shares will be determined on the basis of the outcome of the placement of the Convertible Bonds ensuring that the Company achieves the targeted amount of gross proceeds from both instruments. The placement price per new share will be determined on the basis of an accelerated bookbuilding. The new shares will carry full dividend rights as of January 1, 2019.

The share placement will be launched with immediate effect, and the new shares will be solely offered to institutional investors.

The new shares shall be admitted to trading on the regulated market (regulierter Markt) without a prospectus and are expected to be included in the existing quotation for the Company's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on or around January 21, 2020.

Use of Proceeds

The Company intends to use the proceeds from the issue of the Convertible Bonds and the Capital Increase to finance a portion of the cash component of the consideration for the purchased shares in Woowa Brothers Corp., as announced on December 13, 2019, and for general corporate purposes.

As part of the transactions, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.

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Disclaimer

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Delivery Hero SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as “Relevant Persons”)). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area the placement of securities described in this announcement (the “Placement”) is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

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:
Julia Schmidtmann
Legal Counsel

Additional information:
Language: English
Company: Delivery Hero SE
Oranienburger Strasse 70
10117 Berlin
Germany
Phone: +49 (0)30 544459 105
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