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04/08/2021

Delivery Hero SE: Disclosure of material transactions with related parties in accordance with Section 111c of the German Stock Corporation Act (AktG)

DGAP-RPT: Delivery Hero SE: Disclosure of material transactions with related parties in accordance with Section 111c of the German Stock Corporation Act (AktG)

Delivery Hero SE / Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
08.04.2021 / 21:56
Dissemination of a Related Party Transactions announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Delivery Hero SE: Disclosure of material transactions with related parties in accordance with Section 111c of the German Stock Corporation Act (AktG)

Berlin, 8 April 2021

On 31 March 2021, Delivery Hero SE, Berlin ("Delivery Hero") entered into an agreement with the Spanish company Glovoapp23, S.L., Barcelona ("Glovo") and other investors for an investment by Delivery Hero in the amount of approx. EUR 229 million in Glovo against subscription of newly issued Glovo shares ("Investment Agreement"). The investment by Delivery Hero is made within the scope of Glovo's Series F financing round led by Lugard Road Capital and the Luxor Capital Group which was approved at the shareholders' meeting of Glovo on the same date. In context of this Series F financing round, Delivery Hero and other investors will provide Glovo with funds in the total amount of approximately EUR 450 million against the issuance of a total of 7,429,787 new Glovo shares ("Series F Financing Round").

Glovo is a pioneering multi-category delivery app and one of the world's leading delivery platforms. Founded in Barcelona in 2015, it operates in Southern Europe and EEMEA. The app connects users with restaurants, grocery chains, pharmacies and retail stores, and also includes an "anything" category that allows users to order whatever they want in their city. Delivery Hero has held an interest in Glovo since 2018 and at the time of the conclusion of the Investment Agreement already holds an interest of approximately 36 % on a fully diluted basis. Glovo is therefore considered a related party of Delivery Hero within the meaning of Sec. 111a para. 1 sent. 2 of the German Stock Corporation Act (AktG).

Under the terms of the Investment Agreement, Delivery Hero provides a contribution of approx. EUR 229 million to Glovo as consideration for the issuance of 3,779,918 new Glovo Shares. The issue price of the new Glovo shares subscribed by Delivery Hero and the other investors is EUR 60.50 per share for cash contributions. The Series F Financing Round is based on a pre-money equity valuation of Glovo in line with market conditions on a fully diluted basis. The issue price was determined by Glovo and the lead investors on the basis of market-standard valuation methods. The terms and conditions of the Investment Agreement and the issue price are, in the opinion of the Management Board of Delivery Hero, reasonable and in line with market conditions.

The Supervisory Board of Delivery Hero approved the conclusion of the Investment Agreement in advance.

With the completion (Closing) of the Series F Financing Round, Delivery Hero now holds 12,705,550 Glovo shares, corresponding to approx. 37% interest on a fully diluted basis. Delivery Hero and the other investors are expected to conclude the transfer of their committed cash contributions to Glovo by mid-April 2021.

In connection with the Series F Financing Round, Delivery Hero, Glovo and the other investors also amended the existing shareholders' agreement containing customary clauses regulating the rights and obligations of the shareholders with respect to each other and with respect to Glovo.
Glovo intends to use the proceeds raised in the Series F Financing Round to invest in expanding its footprint in the 20 markets in which it currently operates. The company will also focus on growing its newly-launched Q-Commerce division, which forms a significant part of its strategic commitment to multi-category deliveries in these markets.

During the course of 2020, Glovo experienced strong top-line growth with orders, gross transaction value and revenues growing compared to 2019. Delivery Hero has been an investor in Glovo since 2018 and the participation in the Series F Financing Round will allow Delivery Hero to maintain its stake in this strategic investment as the largest shareholder of Glovo.

Berlin, April 2021

The Management Board



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