Delivery Hero repurchases outstanding convertible bonds due in 2024 and 2025

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Berlin, 14 February 2023 – Delivery Hero SE ("Delivery Hero" or the "Company"), the world’s leading local delivery platform, announces the results of the Company’s offer to buy back a portion of its outstanding 2024 and 2025 convertible bonds. Delivery Hero has decided to repurchase EUR 476.4 million of the convertible bonds due in 2024, which, following partial buybacks in 2022, add up to approximately 62.4% of the outstanding principal amount not held by the Company. The repurchase of the convertible bonds maturing in 2025, representing approximately 33.3% of the outstanding principal value, amounts to EUR 250.0 million. To fund these buybacks, Delivery Hero will use proceeds from the successful placement of EUR 1,000.0 million convertible bonds due in 2030, announced yesterday.

The price per EUR 100,000 nominal amount is EUR 96,375 for the 2024 convertible bonds, and EUR 86,250 for the 2025 convertible bonds. In addition, the Company will pay interest accrued on the repurchased 2024 and 2025 convertible bonds. The buyback settlement date is expected to occur on February 23, 2023. The interest per bond will then be EUR 21.41 for the 2024 convertible bonds, and EUR 94.27 for the 2025 convertible bonds. Following the repurchase, 2024 convertible bonds in an aggregate principal amount of EUR 287.0 million will remain outstanding. The remaining outstanding 2025 convertible bonds will represent an aggregate principal of EUR 500.0 million.

With this transaction, Delivery Hero intends to strengthen its balance sheet and improve its debt maturity profile while preserving a strong liquidity position.

HSBC, J.P. Morgan and Morgan Stanley act as dealer managers for the repurchase of outstanding convertible bonds.


ABOUT DELIVERY HERO

Delivery Hero is the world’s leading local delivery platform, operating its service in over 70 countries across Asia, Europe, Latin America, the Middle East and Africa. The Company started as a food delivery service in 2011 and today runs its own delivery platform on four continents. Additionally, Delivery Hero is pioneering quick commerce, the next generation of e-commerce, aiming to bring groceries and household goods to customers in under one hour and often in 20 to 30 minutes. Headquartered in Berlin, Germany, Delivery Hero has been listed on the Frankfurt Stock Exchange since 2017 and is now part of the MDAX stock market index. For more information, please visit www.deliveryhero.com

MEDIA CONTACT
Lara Hesse
Corporate & Financial Communications
+49 151 54 66 00 56
press@deliveryhero.com

INVESTOR RELATIONS CONTACT
Christoph Bast
Head of Investor Relations
+49 160 30 13 435
ir@deliveryhero.com

Important notice

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 are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) 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) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

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.

Information to Distributors

Pursuant to EU product governance requirements, the Convertible Bonds have been subject to a product approval process, under which each distributor has determined that such Convertible Bonds are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the Convertible Bonds is responsible for undertaking its own target market assessment in respect of the Convertible Bonds and determining appropriate distribution channels.