DeliveryHeroSE Annual Financial Statement Final

ANNUAL FINANCIAL STATEMENT AND
COMBINED MANAGEMENT REPORT
DELIVERY HERO SE
DECEMBER 31, 2021
CONTENT
COMBINED MANAGEMENT REPORT 3
BALANCE SHEET 64
INCOME STATEMENT 66
NOTES 67
AUDITOR´S REPORT 100

Delivery Hero | Combined Management Report and Statutory Financial Statements 2021
A. GROUP PROFILE
Business Model
Delivery Hero SE (the “Company”) and its consolidated subsidiaries, together Delivery Hero Group (also: DH, DH
Group, Delivery Hero or Group), offers online food ordering and delivery services in more than 50 countries in
four geographic regions, comprising Europe, the Middle East and North Africa (“MENA”), Asia and the Americas.
Delivery Hero operates with its registered office in Berlin, Germany. Further information on the group structure
and segments can be found in the chapters “Group structure” and “Segments".
The subsidiaries of the Group operate internet platforms under various brand names, where users of the online
food ordering platform are referred to restaurants as well as other vendors and provided with on-demand deliv-
ery services. The Delivery Hero internet platforms are aligned with the demands of local customers, who can
choose from a wide range of menu options from restaurants in their neighborhood. Orders can be placed by app
or via website and are subsequently paid either in cash or via online payment methods. Customer orders are
fulfilled either by the own delivery fleet consisting of third-party and DH riders or by the partner restaurants on
their own. Delivery Hero offers its partner restaurants a point of sale system in order for them to immediately
view and accept orders made on the platform. Furthermore, Delivery Hero offers products and services for res-
taurants, such as advertising. In addition to the online food ordering platforms, the Group also offers own deliv-
ery services to restaurants without this capability. The own delivery fleet is coordinated using proprietary dis-
patch software.
During 2021, Delivery Hero continued expanding its global quick commerce 1 (“q-commerce”) operations. The
Group generally offers two distinctive services: it partners with local vendors from whom it delivers groceries,
electronics, flowers, pharmaceutical products or other household items (agent model); and it operates small
warehouses, so-called Dmarts 2, which are strategically located in densely populated areas to deliver smaller
batches of groceries and other convenience products within an hour, sometimes as quickly as 10-15 minutes
(principal model). Orders for both are placed via our own delivery platforms. The Group is also active in the
business model of Kitchens, where DH provides kitchen spaces and expertise, including knowledge about the
industrialization of kitchens and virtual restaurant concepts, to third-party providers. To a minor extent, Delivery
Hero is piloting own operated kitchens.
Delivery Hero generates a large portion of its revenue from online marketplace services, primarily on the basis
of orders placed. The commission fees are based on a contractually specified percentage of the order value. The
percentage varies depending on the country, type of restaurant and services provided, such as the use of a point
of sale system, last mile delivery and marketing support.
In addition to commissions, Delivery Hero generates revenue from delivery fees and non-commission-based pay-
ments such as advertising services.
Alongside the management of the Group, the holding company Delivery Hero SE provides a range of IT, marketing
and other services, in particular commercial consultancy services as well as product and technology development
to other Group entities. In addition, in its capacity as the holding company, Delivery Hero SE assumes functions
such as Group Controlling and Accounting, Public Relations, Investor Relations, Risk Management and Human
Resources Management.
Delivery Hero’s business model is based on the vision of the management team to always deliver an amazing
experience – fast, easy and to your door. This starts with an easy and seamless ordering process, convenient
payment options and includes the timely delivery of the order as well as the customer service during the order
and delivery process.
Group Structure
The parent company Delivery Hero SE, with its headquarters in Berlin, was founded in 2011 and has since ex-
panded its presence in local markets worldwide with various brands. Delivery Hero comprises 243 companies as
of the reporting date (previous year: 203 companies). For further details, refer to Section D.1. of the Consolidated
Financial Statements. Delivery Hero SE controls all of its subsidiaries.
Segments
The business of Delivery Hero is divided into four regional food order and delivery platform segments and a
segment representing the principal model based quick commerce and global kitchen activities as follows:
− Asia,
− MENA (the Middle East and North Africa),
1
Quick commerce or q-commerce is the next generation of e-commerce, bringing small quantities of goods to customers almost instantly
whenever they need them.
2
Dmarts: small local warehouses that allow for a fast delivery of on-demand items, previously referred to as dark stores.
3
− Europe,
− Americas and
− Integrated Verticals.
The services and order platforms are suited to local market demand and the respective competitive situation.
Asia
Delivery Hero is present in various high-growth markets with its foodpanda brand, namely Bangladesh, Cambo-
dia, Hong Kong, Korea, Laos, Malaysia, Myanmar, Pakistan, the Philippines, Singapore, Taiwan and Thailand.
On March 4, 2021, Delivery Hero completed the acquisition of an 88.5% stake in the South Korean Woowa Broth-
ers Corp. Woowa group has a strong presence under its brand Baemin in South Korea. It has also operations in
Vietnam. In context of this transaction, the Group accepted the structural remedy as imposed by the Korean Fair
Trade Commission (KFTC) and divested its existing Korean operations of Delivery Hero Korea LLC and its subsidi-
aries (“DHK”) on October 29, 2021.
In December 2021, the Group announced the planned divestment of its operations in Japan in the first quarter
2022. As a result, Japanese operations ceased effective January 2022.
MENA
In the MENA segment, Delivery Hero operates in Bahrain, Egypt, Iraq, Jordan, the Kingdom of Saudi Arabia (KSA),
Kuwait, Lebanon, Oman, Qatar and the United Arab Emirates (UAE) with the brands Talabat, Hungerstation and
InstaShop.
In Turkey, one of our most mature markets for online food ordering and delivery, the Group is represented by its
Yemeksepeti brand.
In August 2021, the Group acquired Marketyo, a Turkey-based online local groceries marketplace platform. For
further details, refer to section D.2. of the Consolidated Financial Statements.
Europe
In the Europe segment, we were represented throughout 2021 in Austria, Cyprus, the Czech Republic, Finland,
Greece, Hungary, Norway and Sweden under local brands (incl. Mjam, DameJidlo, efood, foodora, foodpanda,
foody).
During the course of 2021, Delivery Hero expanded its service offerings to Slovakia. In October, Delivery Hero
acquired Hungry.dk ApS ("Hungry DK"). Hungry DK is a leading Danish online food delivery marketplace. For fur-
ther details, refer to Section D.2. of the Consolidated Financial Statements.
During 2021, the Group launched operations in several German cities. In December 2021 the German activities
were ceased.
In May 2021, Delivery Hero sold the operations in Bosnia and Herzegovina, Bulgaria, Croatia, Montenegro, Ro-
mania 3 and Serbia.
Americas
The Americas segment represents Delivery Hero’s operations in Latin American markets, primarily under the
PedidosYa brand. The Group is represented in Argentina, Bolivia, Chile, Costa Rica, Dominican Republic, Ecuador,
El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Uruguay and Venezuela.
Following the investment agreement entered into by DH and iFood on March 26, 2021, and the corresponding
reduction of shareholding, the Colombian business is no longer included in the Americas segment but accounted
for using the equity method.
Integrated Verticals
Integrated Verticals represent businesses where Delivery Hero acts as principal. Accordingly, revenue is recog-
nized on the basis of gross merchandise value (GMV) excluding VAT. The Dmart-related business activities consist
of operating own warehouses with a selected range of groceries and other convenience products from which
goods are delivered within a very short time frame to the customer. To a much lesser extent, kitchens operated
by Delivery Hero also contribute to the revenue in this segment.
Delivery Hero operates Dmarts in 42 countries across four continents under various local brands. Virtual kitchens
are operated under the local brand in Korea and Singapore and under the Sweetheart Kitchen brand in KSA and
Kuwait.
3
The transaction closed on December 10, 2021.
4
Management and Supervision

In 2021, Delivery Hero SE’s Management Board was expanded from two to three members. The Management
Board is responsible for the strategy and management of the Group. Niklas Östberg (CEO) is responsible for the
areas Strategy, Operations, Technology, Product, Personnel, Marketing and Public Relations. Emmanuel Thomas-
sin (CFO) is responsible for the areas Finance, Procurement, Legal, Investor Relations, Internal Audit and Payment
Solutions, as well as Governance, Risk and Compliance. Effective May 3, 2021, the Supervisory Board appointed
Pieter-Jan Vandepitte, Chief Operating Officer, as a third Management Board member. He assumed responsibility
for the operational business from Niklas Östberg and also oversees Sales, Customer Care and Business Intelli-
gence. Internal Audit reports directly to the Supervisory Board. The Supervisory Board advises and supervises the
Management Board and is involved in transactions of fundamental importance to the Group.
Management System
The Management Board directs the Group both at segment and group level. The key financial performance indi-
cators monitored are Total Segment Revenues 4 and adjusted EBITDA 5. While Total Segment Revenue is indicative
of the Group’s ability to grow and to provide attractive service offerings to its customers, adjusted EBITDA serves
as an indicator of the Group’s path to profitability. In addition, the adjusted EBITDA/GMV margin is monitored.
Delivery Hero also uses non-financial performance indicators to manage the Group as a whole:
− The number of Orders 6 is a key performance indicator that drives revenue and growth.
− Gross Merchandise Value 7 (GMV) is influenced by the number of orders as well as basket size and has a direct
impact on revenue. It enables comparison of business volume and growth, disregarding the Group’s role as
principal or agent in transacting with the orderer. It is one of the key elements controlled by Group manage-
ment.
Research and Development

Our vision of always delivering an amazing experience is contingent on constant innovation and technological
development in all areas of the customer experience. Consequently, innovation and technology is focusing on
the enhancement of the value for the platform users by refining our personalization, recommendations and
search algorithms in order to provide more personalized offers, order tracking and visibility, as well as facilitating
discovering new restaurants and dishes and improving the user interface, performance and stability of our apps.
Innovation and technology is further aiming to enhance the value of our restaurant partners by improving the
forecast of demand and supply, inventory management and enabling faster and better delivery and offering tai-
lored marketing solutions. Further, we are increasingly investing into the development of new payment solutions
(e.g. wallet solutions), machine learning, smart catalog management and data infrastructure. We are additionally
working towards the further automatization of operations, e.g. enhancing processes in customer care, dynamic
pricing, billing and rider onboarding.
During 2021 we successfully developed and implemented a full suite of proprietary tech solutions for our Q-
Commerce business. We also extended our payment solutions in the areas of wallet and online payment fraud
detection and added new machine learning based solutions in the area of personalization, dynamic pricing and
marketing optimization. We further optimized all parts of the customer, vendor and rider experience and ex-
panded our global data and experimentation platform. A number of new business initiatives such as logistics-as-
a-service, restaurant supply chain management and local shops were built with proprietary technology solutions,
which is tightly integrated with our core platforms.
The research and development (R&D) activities continue to concentrate on the development and enhancement
of local technology and platforms in order to provide highly localized solutions combined with innovations by
central support functions in:
− Data and analytics,

− Logistics, including fleet management and driver/rider scheduling,
− Marketing, customer relationship management (CRM) and campaign automation,
− Restaurant order transmission, driver tracking and point of sale (POS) integration,
− Consumer experience,
− Q-Commerce technology (warehouse management, purchasing, promotions, catalog management) as well as
4
Total Segment Revenue is defined as revenue before the reduction of vouchers.
5
Performance measure not defined by International Financial Reporting Standards (IFRS).
Adjusted EBITDA is defined as earnings from continuing operations before income taxes, financial result, depreciation and amortization
and non-operating earnings effects. Non-operating earnings effects comprise, in particular (i) expenses for share-based compensation, (ii)
expenses for services in connection with corporate transactions and financing measures, (iii) expenses for reorganization measures and
(iv) other non-operating expenses and income, especially the result from disposal of tangible and intangible assets, the result from the
sale and abandonment of subsidiaries, allowances for other receivables, and non-income taxes. Adjusted EBITDA excludes depreciation
from right-of-use assets under IFRS 16.
6
Orders represent orders made by end consumers in the period indicated.
7
Gross Merchandise Value (GMV) is the total value paid by customers (including VAT, delivery fees, service fees and other subsidies).
5
− Advertising solutions for our vendors.
In order to provide local solutions while leveraging our global platform, we follow a flexible approach, with strong
and agile regional tech teams in all our segments. The largest team operates from our headquarters in Berlin.
In 2021, R&D expenses of the Group amounted to € 277.0 million (previous year: € 129.3 million). This corre-
sponds to 4.7% (previous year: 5.2%) of revenue of the Group. Development costs of € 43.3 million were capital-
ized (previous year: € 34.4 million), this represents 15.6% (previous year: 22.2%) of total development costs of
the year. Amortization of capitalized development costs amounted to € 20.7 million (previous year: € 8.2 million).
Third-party R&D services are used only to a minor extent.
At the end of the financial year, 3,425 people (previous year: 2,167 people) were employed in our R&D activities.
This represents 6.6% (previous year: 6.1%) of total employees.
Employees
The average number of employees increased from 29,552 in 2020 to 45,445 in 2021. This change includes an
increase of 3,430 employees attributed to the acquisition of Woowa Brothers Corp. and a decrease of 1,743
employees related to the divestments completed in 2021, as well as further headcount increases mainly in the
areas of delivery, sales, product development and business administration as well as additional personnel for the
Integrated Verticals segment. As of December 31, 2021, Delivery Hero employed 52,007 staff (previous year:
35,528).
6
B. ECONOMIC REPORT
Market and Industry Environment

According to the International Monetary Fund (IMF), global growth is expected to reach 5.9% in 2021, unchanged
compared to the last forecast provided in October 2021. The recovery of the world economy continued in 2021.
However, the momentum has somewhat moderated due to the ongoing COVID-19 pandemic. The spread of the
Delta variant and the increasing threat posed by other COVID-19 variants, despite increasing access and availa-
bility of vaccines, have prevented a full normalization of the economy. Especially the rapid spread of the new
Omicron variant, that was first detected in November 2021 and seems to be more transmissible than previous
variants, has led to the introduction of new COVID-restrictions in many countries at the end of 2021. This has
further increased uncertainty and caused political challenges. Given continuing supply chain disruptions as well
as increasing fossil fuel and food prices, inflation rates have continued to rise in many countries across the globe.
Therefore, the risks to the global economic outlook have increased and political decisions have become more
difficult and complex 8.
Effective February 24, 2022, Russia launched a large scale invasion of the Ukraine, causing catastrophic human
suffering. In addition, it is also likely to dampen the global economic outlook by slowing growth and jacking up
inflation. Although the Group does not run operations in the Ukraine, an adverse effect on global purchasing
power due to a spike in commodity and energy prices, as a result of supply chain disruptions and punishing
sanctions, is likely.
Below we examine the four regional segments, based on the World Bank’s Global Economic Prospects Report 9.
However, the economic impact of the ongoing COVID-19 pandemic has shown significant cross-country differ-
ences.
Asia
Across East Asia and Pacific (EAP), growth is expected to increase to 7.1% in 2021 (compared to 1.2% in 2020).
However, there are several regional differences with regard to the speed of economic recovery. The increase in
the region’s growth is driven by China, which grew above its trend and reached an output that is already exceed-
ing pre COVID levels again. However, in two-thirds of the EAP countries, the generated output is expected to
remain below the levels seen before the pandemic. For South Asia, growth is expected to reach 7.0% in 2021. A
better than expected growth momentum in the first months of the year was disrupted by a large increase of
COVID cases. For South Korea in particular, GDP growth in 2021 is expected to reach 4.0%, up from -0.9% in
20208.
The growth potential for many countries across the region is dampened, especially for those countries that suffer
most from surging COVID-19 cases and their impact on the tourism industry as well as trade. COVID cases are
projected to remain high in some countries, as new variants spread, and vaccination rates remain rather low.
MENA
Within the Middle East and North Africa (MENA) region, real GDP growth is expected to be at 3.1%, after the
recovery accelerated in the second half of the year, driven by rising oil prices and solid global demand. Growth
for oil exporters across the region was supported by an increased oil production. However, the recovery of indi-
vidual countries was rather uneven, as the impact of the COVID-19 pandemic as well as vaccination efforts are
relatively mixed.
Europe
The World Bank forecasts a growth rate of 5.8% for Europe and Central Asia in 2021, higher than previously
expected. This was mainly driven by strong pent-up demand as well as higher industrial commodity prices and a
better than expected recovery in the Euro Area. However, the COVID-19 pandemic is still prevalent across many
European countries, given the fast spread of new variants and an increase in restrictions.
Americas
In 2021, growth within the Latin American & Caribbean region is expected to reach 6.7%, which is around 1.5%
higher than the forecast provided by the World Bank in June 2021. The better than expected rebound in growth
is driven by better external economic conditions such as rising commodity prices, positive developments with
regards to the vaccination programs as well as the ease of COVID-19 in the second half of the year. Nevertheless,
the region still suffers from the effects of the pandemic such as increasing poverty and income losses.
Currency development
Since Q3 2018, the Americas segment revenues and growth rates have been impacted by the Argentine operation
qualifying as a hyperinflationary economy under IAS 29. This assessment remained applicable for 2021.
8
IMF: World Economic Outlook, January 2022.
9
World Bank Group: Global Economic Prospects, January 2022.
7
Also, MENA revenues, adjusted EBITDA, GMV as well as the respective growth rates are impacted by the Leba-
nese operations qualifying as hyperinflationary economy according to IAS 29 as well.
Furthermore, in the financial year 2021, Delivery Hero’s operations in its MENA and Americas segment in partic-
ular were adversely impacted by the volatility and devaluation of some currencies such as the Turkish Lira and
the Argentine Peso. Some of the important exchange rates against which the Euro appreciated in 2021 include
the following currencies 10:
− Turkish Lira (TRY) +66.1%

− Argentine Peso (ARS) +13.7%
Sector development
Delivery Hero has an extensive geographic footprint, with operations across several markets in Asia, MENA, Eu-
rope and Latin America.
The last two years were unprecedented years in many ways. The COVID-19 pandemic had dramatic effects on
people’s lives and societies. One of the consequences of the resulting situation was an accelerated usage of
delivery services in many areas. The impact of the pandemic on Delivery Hero was multifold: while in parts of its
footprint the underlying already strong structural growth was further accelerated, we also experienced strict
curfews as well as contact restrictions in some countries that had mixed effects on order numbers. However, the
acquisition of new partners – such as restaurants and shops – has continued to develop well.
Change in our industry is everywhere. What started as a marketplace, connecting restaurants with customers,
has evolved significantly over the years. By establishing our own delivery capabilities, Delivery Hero was able to
also provide customers to restaurants, which otherwise would not have been able to economically deliver food
on their own. We thereby not only increased the quality of our service by offering a wider selection of high quality
restaurants to more customers, but also expanded our total addressable market (TAM). By continuously investing
in logistics and technology, we are looking for ways to maximize the quality of our service offering, the utilization
of our rider network and the efficiency of our operations. This includes first- as well as last-mile logistics, as
Delivery Hero’s approach is to “deliver anything, fast, easy and to your door”. 2021 saw a continuation of this
focus.
While the global food delivery industry grew faster in 2021 than we had originally expected, the pandemic con-
tinued to induce significant stress to the ecosystem, which brought us even closer to our partners. From the very
beginning of the pandemic Delivery Hero undertook multiple measures, helping businesses reach customers
even when inhouse dining was prohibited. We also supported campaigns to drive traffic to restaurants, waived
onboarding fees and optimized the billing cycle to further increase the frequency of payment, to name only three
examples of measures undertaken in many markets to support our partners.
2021 was another year in which Delivery Hero drove investments in quick commerce – particularly in our own
Dmarts. Consequently, the number of Dmart openings accelerated during the reporting period. The concept of
quick last-mile delivery services for convenience and grocery items continues to be a key strategic initiative for
our business, capitalizing on the extensive investments Delivery Hero has made in logistics and technology for
first- and last-mile delivery.
Business Performance
a) Performance
DH’s 2021 performance was significantly influenced by the acquisition of the Woowa group, the further expan-
sion of the Integrated Verticals and own-delivery business as well as the global pandemic.
− The Woowa group, included from March 2021 onwards, added € 1.4 billion to DH’s Total Segment Revenue
and € 48.1 million to DH’s adjusted EBITDA of the Segments. Woowa’s business model focuses on a subscrip-
tion model, which is positively impacting the gross margin. The structural remedies imposed by the Korean Fair
Trade Commission (“KFTC”) led to the sale of Delivery Hero’s Korean business (“DHK”) in November 2021.
During the year, DHK, although excluded from 2021 segment performance, had segment revenue of
€ 238.5 million and a negative € 33.8 million adjusted EBITDA.
− The continuous expansion of the Integrated Verticals and own-delivery business (+84.1% own-delivery orders)
positively impacted Total Segment Revenue (Integrated Verticals +436.7%) and the number of orders (Inte-
grated Verticals +267.7%). However, due to the focus on expansion, the Integrated Verticals business has a
negative impact on overall profitability. The strengthening of Delivery Hero’s own-delivery capacities is a con-
tinuing trend that leads to structurally increased revenue as well as cost of sales and a lower gross margin.
− The global pandemic had a diverse impact on the Group. While there is a trend that more customers ordered
food and everyday items online during the pandemic, DH has also been hit negatively by strict lock downs and
curfews, especially in the MENA region.
10
Source: Bloomberg (31 December 2021, YoY).
8
Change
EUR
EUR million Outlook 2021 2021 2020
million %
significant increase
Orders (million)
compared to 2020 2,791.5 1,304.1 1,487.4 >100
GMV >= € 31.0 billion 32,518.9 12,360.9 20,158.0 >100

Total Segment Revenue > € 6.1 billion 6,389.8 2,836.2 3,553.6 >100
Adjusted EBITDA slightly better
of the Segments than 2020 –795.6 –567.7 –227.9 40.1
improvement
Adj. EBITDA/GMV (%)
compared to 2020 –2.4% –4.6%
The Korean business (“DHK”) with its major brand Yogiyo is included in the 2020 performance and outlook for 2021 but excluded in the performance
of 2021. Woowa group is included in the outlook and performance of 2021 since its acquisition in March 2021.
Despite a gradual easing of COVID-19 restrictions, particularly in the second quarter 2021, Orders increased sig-
nificantly throughout the year, as targeted. Apart from the overall organic growth of the Group, the acquisition
of the Woowa group in March 2021 (+ 935.8 million) as well as the accelerated roll-out of Dmarts, which reached
a total number of 1,074 at year end (previous year: 491), positively impacted the order growth.
Organic and inorganic growth were drivers for the steep increase in GMV throughout the year while Woowa
added € 15.6 billion and Integrated Verticals € 1.1 billion. Complementary initiatives to increase the average
order value, especially in Asia and Americas, further supported the GMV growth.
Total Segment Revenue increased significantly in 2021, attributable to the Woowa group (€ 1.4 billion), expan-
sion of Integrated Verticals (€ 985.3 million, previous year: € 183.6 million) as well as organic growth throughout
all segments. The steady increase in own delivery services in all regions, as well as the launch of Woowa’s own
delivery services, further complemented the revenue growth.
For 2021, adjusted EBITDA of the Segments was below the expectation of a level slightly better compared to the
2020 adjusted EBITDA of the Segments. The decrease in negative adjusted EBITDA of the Segments in 2021 is
influenced by additional investments conducted throughout 2021, particularly into Integrated Verticals and new
markets, to strengthen the market position as well as to leverage new business opportunities. For further details
on the drivers of adjusted EBITDA of the Segments, refer to Section B.3.a.
Despite the additional investments, the adjusted EBITDA/GMV margin improved mainly as a result of the strong
GMV growth in 2021.
b) Acquisitions and Investments

On December 13, 2019, Delivery Hero SE entered into agreements to acquire 88.5% of the shares in the South
Korean Woowa Brothers Corp. (“Woowa transaction”) and resolved on a capital increase against a contribution
in kind under the exclusion of subscription rights. On February 2, 2021, Delivery Hero received the written regu-
latory approval from the Korea Fair Trade Commission (“KFTC”) confirming its conditional regulatory approval of
the transaction by imposing structural remedies. The transaction effectively closed on March 4, 2021. The total
consideration consists of € 1.6 billion in cash and 39.6 million new shares in Delivery Hero valued at a share price
of € 103.35 as of closing of the transaction on March 4, 2021, resulting in a total consideration of € 5.6 billion.
In August 2021, Delivery Hero acquired 100% shares in Marketyo Bilişim Teknoloji A.Ş. (“Marketyo”) through its
subsidiary Yemeksepeti in Turkey for a consideration of € 36.1 million. In October 2021, the Group increased its
stake in Hungry Holding ApS (“Hungry DK”) to 100% by acquiring the remaining 56% shares for a consideration
of € 23.4 million. Further, 100% of the share capital of Tabsquare Pte. Ltd. (“Tabsquare”) was acquired in Novem-
ber 2021 for a total consideration of € 51.1 million.
During 2021, Delivery Hero increased its shareholding in the Glovo Group by investing approx. € 246 million,
thereby resulting in an aggregated stake of 37.4% on a fully diluted basis at the end of the reporting period (43.8%
on a non-diluted basis). On December 31, 2021, Delivery Hero entered into an agreement to additionally acquire
approximately 39.4%, on a non-diluted basis, of the shares in Glovo Group, resulting in a majority stake in Glovo
upon closing of this transaction. Closing is subject to certain customary conditions and regulatory approvals, and
is expected to occur in the third quarter of 2022. For further details, refer to Section D.2. of the Consolidated
Financial Statements.
Further, in March 2021, Delivery Hero and iFood entered into an investment agreement to jointly strengthen
their market position in the Colombian market. iFood contributed to DH’s Colombian subsidiary, Inversiones CMR
S.A.S., all of its 100% holding in Come Ya S.A.S., its Colombian subsidiary, as a contribution in kind. Both, iFood
9
and DH, made additional equity cash contributions, resulting in iFood holding 51% and Delivery Hero holding
49% of outstanding shares. Delivery Hero accounts for its stake in the joint venture using the equity method.
In September 2021, the Group via its subsidiary DX Ventures GmbH, acquired a minority stake in Toku Pte Ltd.
Singapore (“Toku”), a digital communication services company for a consideration of € 3.4 million. The invest-
ment is reflected at-equity in the Consolidated Financial Statements of the Group.
c) Divestments and disposal groups held for sale

In December 2020, Delivery Hero accepted the structural remedy that the Korean Fair Trade Commission
(“KFTC”) imposed as a condition for their approval of the Woowa transaction and classified Delivery Hero Korea
LLC (“DHK”) as a disposal group held for sale. On October 29, 2021 the Group completed the divestiture of DHK
for a cash consideration of € 536.0 million.
On May 25, 2021, Delivery Hero and Glovo entered into an agreement for the sale of Delivery Hero's operations
in Bosnia and Herzegovina, Bulgaria, Croatia, Montenegro, Romania, and Serbia for a consideration of € 170.0
million. On June 17, 2021, the Group closed the transaction except for the Romanian business, which closed on
December 10, 2021, following the fulfillment of the conditions precedent and relevant regulatory approvals.
Following the announcement of the scale down of operations in Germany and divestment in Japan in December
2021, the German logistic business is presented as disposal group held for sale as of December 31, 2021.
Results of Operations, Net Assets and Financial Position

a) Performance of the Group
Consolidated statement of profit or loss and other comprehensive income
The 2021 Group result developed as follows:
Change
EUR million 2021 2020* EUR million %
Revenue 5,855.6 2,471.9 3,383.7 >100
Cost of sales –4,597.6 –1,977.8 –2,619.8 >100
Gross profit 1,258.0 494.2 763.9 >100
Marketing expenses –1,300.3 –632.4 –667.8 >100
IT expenses –310.9 –152.3 –158.6 >100
General administrative expenses –1,317.5 –615.3 –702.1 >100
Other operating income 732.1 36.0 696.1 >100
Other operating expenses –105.6 –4.5 –101.1 >100

Impairment losses on trade receivables and other assets –35.4 –19.7 –15.6 79.2
Operating result –1,079.4 –894.2 –185.2 20.7
Net interest cost –120.1 –73.2 –46.9 64.1
Other financial result 420.6 –334.4 755.0 >100
Share of the profit or loss of associates accounted for using the equity method –179.4 –91.2 –88.2 96.7
Earnings before income taxes –958.3 –1,393.0 434.7 –31.2
Income taxes –138.2 –14.2 –124.1 >100

Net result –1,096.5 –1,407.2 310.7 >100
* The comparative information is restated due to correction of errors. See Section B.17. of the Notes to the Consolidated Financial Statements for
further details.
Development of revenue
The Delivery Hero Group increased revenue in 2021 to € 5,855.6 million (previous year: € 2,471.9 million). This
increase was mainly driven by organic order growth in all segments and by the acquisition of the Woowa group.
Since its first inclusion in March 2021, Woowa group’s revenue has contributed € 1,272.9 million (21.7%) of 2021
Group revenue. The continuous expansion of the Group’s own delivery services, accompanied by an accelerated
Dmart rollout, positively affected revenue as well.
10
As Delivery Hero acts as principal for the sales in the Integrated Verticals segment, it recognizes revenues on a
GMV (less VAT) basis in accordance with IFRS 15, whereas sales through our platform business reflected in the
regional segments are reflected on a commission basis (percentage of GMV).
Commission revenue net of vouchers increased to € 2,226.6 million (previous year: € 1,444.5 million), represent-
ing 38.0% (previous year: 58.4%) of total revenue and remaining the largest component of revenue, while the
share of revenue from delivery fees separately charged to the customer slightly increased to € 1,413.5 million,
representing 24.1% of total revenue (previous year: 23.0% (€ 568.0 million)). The overproportionate increase of
revenues from prime placings to € 672.1 million (previous year: € 100.8 million) and credit card use to € 407.6
million (previous year: € 73.3 million) is mainly attributable to the acquisition of Woowa group. Revenue from
Integrated Verticals accounts for 14.8% (€ 869.0 million) of total revenue (previous year: 7.3% (€ 179.4 million)).
Total Segment Revenue

Change
EUR million 2021 2020 EUR million %
Total Segment Revenue 6,389.8 2,836.2 3,553.7 >100%
Reconciliation effects1 240.4 –0.1 240.5 >100%
Vouchers –774.6 –364.1 –410.5 >100%
Revenue 5,855.6 2,471.9 3,383.7 >100%
1
Reconciliation effects in 2021 primarily include DHK revenue.
The key financial performance indicator Total Segment Revenue, defined as revenue before reduction of vouch-
ers, increased by 125.3% from € 2,836.2 million in 2020 to € 6,389.8 million in 2021, in line with the expectations.
Commission revenue remains the largest component of Total Segment Revenue in 2021 with 45.5% (previous
year: 64.4%) and amounts to € 2,908.7 million (previous year: € 1,825.4 million). Commission revenue from own
delivery contributes 79.8% of the total commission revenue (previous year: 70.2%) and increased by 81.2% from
€ 1,281.3 million in 2020 to € 2,321.8 million in 2021.
In the Integrated Verticals segment, revenue before deduction of marketing vouchers, amounted to € 985.3 mil-
lion in 2021 (previous year: € 183.6 million).
Vouchers continue to be an instrument to attract new and reactivate inactive customers. Vouchers deducted
from revenue increased from € 364.1 million in 2020 to € 774.6 million in 2021. This represents 12.1% of the
Total Segment Revenue (2020: 12.8%). The level of vouchers in 2021 is impacted by investments into campaigns
initiated to support restaurants during COVID-19 restrictions, as part of additional marketing investments, mainly
focusing on Asia.
11
From the date of its acquisition in March 2021, Woowa group contributed € 1,394.4 million to the Total Segment
Revenue.
Development of adjusted EBITDA and net result

In 2021, the negative adjusted EBITDA of the Segments increased to negative € 795.6 million (previous year:
negative € 567.7 million), mainly due to the continued expansion and investments, in new business opportunities
as well as in own delivery services.
The negative adjusted EBITDA/GMV margin improved mainly as a result of the strong GMV growth in 2021. In
addition, the Woowa business contributed positively to the adjusted EBITDA margin.
Cost of sales increased (132.5%) year on year to € 4,597.6 million (previous year: € 1,977.8 million), mainly as a
result of the continuous roll-out of own delivery share and expansion in the Integrated Vertical segment, which
contributed 18.7% (previous year: 7.9%) of the total cost of sales. The roll-out also affected the structure of cost
of sales, i.e. the portion of delivery expenses on total cost of sales decreased to 66.4% (previous year: 78.7%).
The delivery expenses comprise own delivery personnel expenses (€ 206.9 million, previous year: € 140.3 million)
as well as external riders and other operating delivery expenses (€ 2,846.5 million, previous year: € 1,416.5 mil-
lion).
Gross profit margin increased to 21.5% in 2021 (previous year: 20.0%), as a result of the described development
of revenue and cost of sales.
Marketing expenses increased by € 667.8 million year on year to € 1,300.3 million due to higher investments,
particularly in Asia. They mainly include expenses for customer acquisition of € 525.2 million (previous year:
€ 274.2 million) and expenses relating to restaurant acquisition of € 503.5 million (previous year: € 236.1 mil-
lion). Comparing marketing expenses to GMV, the ratio decreased from 5.1% in 2020 to 4.0% in 2021 due to
strong GMV growth in 2021 that more than compensated the increased comprehensive marketing campaigns
and COVID-19 related effects.
IT expenses increased by € 158.6 million to € 310.9 million. They mainly comprise personnel expenses. Most of
our IT expenses are attributable to research and development activities (2021: € 277.0 million; previous year:
€ 129.3 million), predominantly for the refinement of our platforms, to enhance the value for our partner res-
taurants and to further improve the customer experience. Comparing IT expenses to GMV, the ratio decreased
from 1.2% in 2020 to 1.0% in 2021.
General administrative (“G&A”) expenses amounted to € 1,317.5 million in 2021 (previous year: € 615.3 million),
recording an overall increase of 114.1%. This was primarily driven by an increase in administrative headcounts
as other personnel-related general administrative expenses increased to € 400.0 million (previous year €
205.5 million). Expenses for share-based compensation increased to € 303.1 million (previous year: € 86.1 mil-
lion), including € 181.3 million one-off expenses in connection with the acquisition of the Woowa group. Con-
sulting expenses increased to € 87.3 million (previous year: € 67.0 million), mainly due to services related to the
preparation and execution of M&A transactions. G&A expenses also include depreciation expenses of € 94.2 mil-
lion for right-of-use assets (previous year: € 43.0 million) and € 98.2 million of other depreciation and amortiza-
tion expenses (previous year: € 50.4 million). Lease expenses for short term and low value leases increased to
€ 14.4 million in 2021 (previous year: € 8.7 million). Tax expenses included increased to € 76.6 million (previous
year: € 33.0 million).
Other operating income of € 732.1 million (previous year: € 36.0 million) includes the gain on the disposal of
Delivery Hero’s Korean business following the condition of structural remedies in connection with the Woowa
transaction of € 559.6 million and the gain related to the sale of Delivery Hero’s operations in the Balkans region
to Glovo of € 93.8 million. A gain from the release of the contingent consideration liability in connection with the
acquisition of Zomato UAE in 2019 contributed € 20.0 million, a gain from the release of a contingent considera-
tion liability in connection with the InstaShop acquisition related to the previous year contributed € 13.2 million,
government grants received € 9.4 million (previous year: € 8.7 million) and gains from the sale of rider equipment
€ 15.6 million (previous year: € 8.9 million).
Other operating expenses amounted to € 105.6 million in 2021 (previous year: € 4.5 million) and include the
impairment loss on the InstaShop goodwill of € 85.9 million, losses on the disposal of fixed assets of € 7.9 million
(previous year: € 2.4 million) and losses from the deconsolidation of entities, only Colombia in 2021, of € 11.8 mil-
lion (previous year: € 1.6 million).
The impairment losses on trade receivables and other assets increased to € 35.4 million (previous year: €
19.7 million), and are related to an overall increase of receivables toward third parties and to the impairment of
a loan.
Net interest cost increased to negative € 120.1 million (previous year: negative € 73.2 million), mainly due to
finance costs of negative € 93.4 million (previous year: negative € 54.1 million) associated with the issuance of
six tranches of convertible bonds with a nominal value of € 4.5 billion, which were placed in September 2021 and
2020 (refer to Section F.13. of selected notes to the Consolidated Financial Statements for further detail).
12
The improvement of the other financial result from negative € 334.4 million in 2020 to € 420.6 million in 2021
was mainly driven by valuation gains of € 316.8 million from fair value adjustments on financial instruments at
fair value through profit and loss (previous year: loss of € 144.5 million). Fair value gains resulted mainly from
the valuation of minority investments in non-listed companies (gain of € 513.1 million, previous year: gain of €
13.6 million) and investments in listed companies, particularly in Zomato Limited, India (gain of € 115.6 million,
previous year: gain of € 21.8 million). Fair value losses primarily related to investments in listed companies, par-
ticularly in Just Eat Takeaway.com and Deliveroo plc (loss of € 204.0 million, previous year: gain of € 23.7 million)
and measurement effects of derivatives (loss of € 108.4 million, previous year: loss of € 177.0 million). Foreign
currency translation gains, mainly resulting from the appreciation of the US dollar against the euro with regard
to intercompany loan obligations denominated in foreign currencies and intercompany receivables and payables,
contributed € 82.0 million to the other financial result (previous year: loss of € 161.2 million).
The increase in current income tax expenses from € 56.9 million in 2020 to € 153.2 million in 2021 was mainly
driven by withholding taxes for the sale of Korea (€ 65.8 million), corporate income tax expenses for Woowa
(€ 25.2 million) and rising withholding taxes resulting from payments to Delivery Hero SE. The deferred tax in-
come decreased by € 27.7 million (2021: € 14.9 million; 2020: €42.7 million) resulting from the recognition of
deferred tax liabilities on temporary differences and deferred tax expense resulting from changes in deferred tax
positions, mainly associated with convertible bonds.
Adjusted EBITDA of the Segments reconciles to earnings before income taxes as follows:
Change
EUR million 2021 2020* EUR million %
Adjusted EBITDA of the Segments –795.6 –567.7 –227.9 40.1
Consolidation adjustments –33.8 – –33.8 >100
Management adjustments –140.7 –92.1 –48.6 52.7
Expenses for share-based compensation –303.1 –86.1 –217.0 >100
Other reconciliation items 561.8 2.4 559.4 >100
Amortization and depreciation1 –367.9 –150.7 –217.2 >100
Financial result2 121.1 –498.9 620.0 >100
Earnings before income taxes –958.3 –1,393.0 434.7 –31.2
* Restated
1
Amortization and depreciation according to internal reporting also includes provisions for financing provided to investments and joint ventures and
excludes goodwill impairment. Goodwill impairment is included in other reconciliation items.
2
Sum of net interest result, other financial result and share of profit or loss of associates accounted for using the equity method.
In 2021, consolidation adjustments include the adjusted EBITDA attributable to DHK. Management adjustments
include (i) expenses for services related to corporate transactions and financing measures of € 97.2 million (pre-
vious year: € 65.7 million), thereof € 24.4 million expenses recognized for earn-out liabilities in connection with
acquisitions in current and previous years (previous year: € 29.8 million) and € 23.0 million in connection with
the placement of convertible bonds (previous year: € 5.9 million), (ii) expenses for reorganization measures of €
43.4 million (previous year: € 26.4 million), including the scale down of operations in Germany (€ 9.0 million) and
the divestment in Japan (€ 11.0 million) occurred in December 2021.
Other reconciliation effects in 2021 are mainly related to non-operating income and expenses, that include the
gain on the disposal of DHK business (€ 559.6 million), the disposal gains related to the sale of the Balkans region
(€ 93.8 million) to Glovo, the income from the release of an earn-out liability related to the Zomato UAE business
and InstaShop (€ 33.2 million), the impairment loss of InstaShop goodwill (€ 85.9 million), the deconsolidation
losses of € 11.8 million (fully related to the Colombian business following the creation of a joint venture with
iFood), other taxes expense of € 35.1 million and losses on the disposal of fixed assets of € 7.9 million.
13
Development of orders and GMV 11

Number of orders
Change
million 2021 2020 million %
Asia 1,798.5 667.7 1,130.8 >100
MENA 616.5 386.3 230.2 59.6
Europe 186.4 128.7 57.7 44.8
Americas 190.1 121.3 68.8 56.7
Total 2,791.5 1,304.1 1,487.4 >100
thereof Integrated Verticals1 89.3 24.3 65.0 >100
GMV
Change
Asia 21,064.5 5,211.3 15,853.2 >100
MENA 6,755.9 4,335.6 2,420.3 55.8
Europe 2,740.7 1,737.5 1,003.2 57.7
Americas 1,957.8 1,076.6 881.2 81.8
Total 32,518.9 12,360.9 20,158.0 >100
thereof Integrated Verticals1 1,051.5 196.8 854.7 >100
1
Orders and GMV are presented in both regional segments and Integrated Verticals, subsequently consolidated at Group level.
Despite a gradual easing of COVID-19 restrictions in the second quarter 2021, the number of orders increased
significantly, mainly due to the continuous rollout of the Group’s quick commerce offering, in particular in MENA
(Hungerstation, Talabat and InstaShop) and Asia. In addition, the acquisition of Woowa effective in March 2021,
had a significant effect on the number of orders (935.8 million).
The increase of GMV in 2021 is primarily driven by organic growth of the Group as well as the Woowa acquisition
(€ 15.6 billion). This GMV growth was further facilitated by several initiatives to increase the average order value,
especially in Asia and in Americas, with the introduction of dynamic pricing models and fewer delivery fee cam-
paigns.
During 2020, DHK contributed with a GMV of € 2.2 billion and with a number of orders of 141.8 million.
b) Business development by segment

The segment revenue of the Integrated Verticals segment where DH acts as principal is recognized on GMV (less
VAT) basis per order. Intersegment revenue, which mainly results from commissions to the platform entities
where the products of the respective Integrated Verticals are listed, are eliminated as intersegment consolidation
adjustments.
Based on the main financial and non-financial KPIs, the performance of our segments is discussed below.
11
Including Woowa group from March 2021 and DHK until its divestiture in October 2021.
14
15
Asia 12
Change
EUR
EUR million 2021 2020
million %
Orders (million) 1,798.5 667.7 1,130.8 >100
GMV 21,064.5 5,211.3 15,853.2 >100
Segment Revenue 2,897.3 1,196.0 1,701.3 >100

Adjusted EBITDA –421.6 –456.1 34.5 –7.6
Adj. EBITDA/GMV (%) –2.0% –8.8%
Own delivery share (%) 52.1% 76.8%
During the year 2021, the revenue of the Asia segment increased by 142.2% and orders by 169.3% 13. This was
partly the result of the addition of Woowa to the Asia segment at the beginning of March 2021. Additionally,
despite excluding DHK from the segment performance in 2021, the positive order growth is the result of contin-
ued investments in delivery of on-demand items, better restaurant coverage, further rollout of own delivery
services, investments in affordability campaigns in the region as well as a better competitive footprint. The strong
revenue growth is fueled by the positive order development and higher basket sizes. It is also the result of both
marketplace commission revenue, particularly by Woowa, and continued expansion of own delivery revenue in
the region. The increase in non-commission revenue achieved through several initiatives complemented the rev-
enue growth in the region.
The negative adjusted EBITDA marginally improved by 7.6%. This change is affected by the structural change of
the segment, in particular positive adjusted EBITDA contribution from Woowa and elimination of DHK from the
2021 segment performance. In addition, adjusted EBITDA was positively affected by improved own delivery met-
rics. On the other hand, the immature Japanese operation, which ceased effective January 2022, had an adverse
effect on the 2021 adjusted EBITDA of the Asia segment. The adjusted EBITDA/GMV margin improved signifi-
cantly to negative 2.0% (previous year: negative 8.8%) as a result of order and revenue growth as well as the
structural changes of the segment.
The lower own delivery share in 2021 (52.1%) compared with 2020 (76.8%) is mainly due to the reflection of
Woowa in the Asia segment as of March 2021 since that is predominantly a marketplace business. Contrary, the
growing Integrated Verticals business had a positive effect on the own delivery share in the Asia region.
MENA
Change
EUR
million %
Orders (million) 616.5 386.3 230.2 59.6

GMV 6,755.9 4,335.6 2,420.3 55.8
Segment Revenue 1,562.9 894.3 668.6 74.8
Adjusted EBITDA 105.7 98.6 7.1 7.2

Adj. EBITDA/GMV (%) 1.6% 2.3%
Confirming the positive trend of 2020, the MENA segment revenue further grew by 74.8% in 2021. The revenue
growth is mainly driven by the strong increase in total number of orders supplemented by the easing of COVID-
19 restrictions across the region after strict lock downs.
Revenue from own delivery services, including separately charged delivery fees, increased by 68.4% to
€ 1,017.3 million in 2021 (previous year: € 604.2 million), which also reflects increasing delivery services for the
growing Integrated Verticals business. This positively affected the higher own delivery share in 2021 compared
with previous year. The appreciation of the euro against key currencies in the region, in particular the Turkish
lira, softened the increase in revenue.
12
DHK is part of the Asia segment and is included in the previous year segment performance, but excluded from January 2021. DHK KPIs in
2020 are as follows: 141.8 million orders, € 2.2 billion GMV, € 263.2 million revenue, € 17.6 million positive EBITDA. Correspondingly,
Woowa has been included in the current year performance starting March 2021.
13
If DHK and Woowa had been excluded in both years, the like-for-like revenue and order growth would have been 92.1% and 64.0% re-
spectively.
16
The adjusted EBITDA of the MENA segment grew by +7.2%. One of the factors softening further growth was the
competitive situation in some regional markets. This required additional investments in marketing, especially in
Turkey, where Yemeksepeti invested in a rebranding program, and in Saudi Arabia, where Hungerstation invested
in marketing campaigns due to the increasing competition with local brands. Another factor that softened the
growth of the adjusted EBITDA of the MENA segment was the increase of rider-related costs, mainly due to
shortages of third-party riders across the region and to stricter regulations governing the nationalization and
legalization of riders - especially in Saudi Arabia.
Europe
Change
EUR
million %
Orders (million) 186.4 128.7 57.7 44.8
GMV 2,740.7 1,737.5 1,003.2 57.7
Segment Revenue 571.4 323.1 248.3 76.9
Adjusted EBITDA –34.9 –2.2 –32.7 >100
Adj. EBITDA/GMV (%) –1.3% –0.1%
Revenue of the Europe segment continued to grow in 2021. Revenue from own delivery services, including sep-
arately charged delivery fees, increased by 90.5% to € 306.5 million in 2021 (previous year: € 160.9 million). The
development increase is attributable to a growth in orders combined with a higher average basket size and stable
commissions. The lifting of restaurant restrictions and gradual easing of other COVID-19 measures had a decel-
erating effect. The results from the operations in Bosnia and Herzegovina, Bulgaria, Croatia, Montenegro and
Serbia are included in segment performance until divestiture in June 2021, Romania until divestiture in December
2021, respectively.
The adjusted EBITDA decreased from negative € 2.2 million to negative € 34.9 million, resulting in an adjusted
EBITDA/GMV margin of negative 1.3% (previous year: negative 0.1%). The own-delivery roll-out in Greece as well
as the re-launch of the German market between August 2021 and December 2021 weighted on the profitability
in the Europe segment.
Americas
Change
EUR
million %
Orders (million) 190.1 121.3 68.8 56.7
GMV 1,957.8 1,076.6 881.2 81.8
Segment Revenue 509.6 257.4 252.2 98.0
Adjusted EBITDA –157.5 –143.1 –14.3 10.0
Adj. EBITDA/GMV (%) –8.0% –13.3%
In 2021, the Americas segment could achieve further performance improvements. The number of orders grew
by 56.7%, primarily driven by attracting new customers. Higher basket sizes and the introduction of dynamic
pricing had a positive impact on GMV in 2021. As a result, segment revenue grew by 98.0%, partly caused by a
growing share of own delivery (+12.0%) and partly attributable to the increasing platform offering for the growing
Integrated Verticals services. On the other hand, revenue was adversely affected by effects of inflation and the
appreciation of the euro, in particular in relation to the Argentinian peso.
The acquisition of Glovo’s Latin American business on October 1, 2020, supplemented the growth with revenue
of € 54.7 million, orders of 21.7 million and GMV of € 196.6 million in 2021. Following the investment agreement
entered into by DH and iFood on March 26, 2021, the Colombian business is no longer included in the Americas
segment but accounted for using the equity method.
The negative adjusted EBITDA increased in 2021 by 10.0% to negative € 157.5 million as the result of investments
in growth in a competitive environment. At the same time, revenue increased particularly in our own delivery
business. The adjusted EBITDA/GMV margin improved to negative 8.0% in 2021.
17
Integrated Verticals
Change
EUR
million %
Orders (million) 89.3 24.3 65.0 >100
GMV 1,051.5 196.8 854.7 >100
Segment Revenue 985.3 183.6 801.7 >100

Adjusted EBITDA –287.2 –64.9 –222.3 >100
Adj. EBITDA/GMV (%) –27.3% –33.0%
Integrated Verticals represent businesses where Delivery Hero acts as principal primarily in the sale of on-de-
mand items. Accordingly, revenue is recognized on the basis of gross merchandise value (GMV) less value added
taxes/sales taxes (VAT). The business activities mostly consist of operating own warehouses in dense areas
(“Dmarts”) from which goods are delivered to the customer within a very short time frame. To a much lesser
extent, kitchens operated by Delivery Hero also contribute to the revenue in this segment. In 2021, operations
in the Integrated Verticals segment were continuously extended in respect to number of stores as well as stock-
keeping units, resulting in revenue of € 985.3 million, generated by 89.3 million orders 14, mainly from 1,074
Dmarts at the end of 2021 (December 31, 2020: 491 stores).
The negative adjusted EBITDA increased due to the continuous roll out of Integrated Verticals into new markets
and areas, whereas the negative adjusted EBITDA/GMV margin improved as a result of scaling effects in selected
markets and realization of efficiencies as the business matures.
c) Financial position
Delivery Hero centrally manages the liquidity requirements for Delivery Hero SE and its consolidated subsidiaries.
The primary goal of the Group’s financial management is the timely provision of liquidity to the subsidiaries,
meeting payment obligations in due course and efficiently consigning excess funds to banks. Financial manage-
ment is based on a twelve months’ cash forecast for the Group and Delivery Hero SE as well as monthly liquidity
plans for the operating entities of the Group. The cash inflow from the disposal of assets, financing transactions
and capital increases are administrated by Delivery Hero SE. They are allocated in accordance with the business
plan to subsidiaries and provided for strategic measures as needed. During the reporting period, the Group was
able to meet its payment obligations at all times.
The condensed statement of cash flows of the Group is as follows:
Cash and cash equivalents as of January 11 2,977.1 699.4
Cash flow from operating activities –901.4 –530.0
Cash flow from investing activities –1,946.0 –905.2
Cash flow from financing activities 2,299.3 3,764.4
Effect of exchange rate movements on cash and cash equivalents 19.1 –51.5
Net change in cash and cash equivalents –548.1 2,329.3
Cash and cash equivalents as of December 311 2,448.2 2,977.1
* Restated
1
Cash included in a disposal group classified as held for sale on December 31, 2021: € 1.5 million (December 31, 2020: € 54.9 million).
In 2021, cash flows from operating activities were negative at € 901.4 million driven by the operational perfor-
mance of the business. Revenue growth of +125.3% was achieved by increases in marketing spend and strength-
ening administrative functions as well as working capital investments. The majority of such investments affected
the operating cash flows of the reporting period.
Cash flow from investing activities in 2021 amounted to negative € 1,946.0 million. This includes the net cash
outflows of € 1,359.7 million, mainly related to the acquisitions of Woowa Brothers in Korea, € 36.3 million for
the acquisition of the Marketyo business in Turkey, € 23.2 million for the acquisition of Hungry DK in Denmark
and € 50.7 million for Tabsquare in Singapore.
14
Orders and GMV are presented in both platform segments and Integrated Verticals, and are subsequently eliminated at Group level.
18
Further cash outflows relate to the purchase of a minority stake in Deliveroo plc for € 318.0 million, Gorillas
Operations Germany GmbH & Co KG (“Gorillas”) for € 200.0 million, Facily Ltd. for € 78.0 million and other mis-
cellaneous minority investments of approx. € 55 million. Additional investments in equity accounted investees
of € 250.7 million mainly relate to an increase in our Glovo stake during 2021. Cash outflows for investments in
property, plant and equipment were € 261.5 million (previous year: € 169.0 million) and in intangible assets €
54.0 million (previous year: € 39.1 million), respectively. Additions to property, plant and equipment mainly re-
late to the equipment of Dmarts and Kitchens as a result of the global roll-out as well as to office equipment for
the growing platform business.
Proceeds from the disposal of Delivery Hero Korea (€ 509.8 million) and selected European countries to Glovo,
net of deconsolidation of Columbian business (€ 150.3 million) offset the cash outflows.
Cash flow from financing activities in 2021 consists primarily of proceeds from the issuance of new shares of
€ 1,252.9 million and proceeds of € 1,245.4 million from the placement of convertible bonds in September 2021.
Further financing cash outflows refer to lease payments of € 151.6 million (previous year: € 44.8 million) and
interest paid of € 46.7 million (previous year: € 15.0 million).
In 2020, cash inflows of € 3,234.9 million resulted from the placement of convertible bonds, € 569.1 million re-
lated to capital increases from authorized capital in connection with the Woowa transaction and € 18.9 million
related to capital increases in connection with the exercise of equity-settled stock options.
Cash and cash equivalents subject to restrictions amounted to € 5.2 million as of the reporting date. In 2020,
cash and cash equivalents were not subject to any significant restrictions.
Group Treasury monitors cash level and spending on a monthly basis. As required, the budgeted spending can
be adjusted, e.g. level of marketing spend or deferral/denial of investment proposals. The Group management
along with the Group strategy team also assesses financing requirements and options.
To secure external financing the Group considers capital increases from authorized capital contingent on market
environment, utilization of existing credit facilities, debt capital as well as securitization and/or divestment of
financial assets.
d) Net assets
The Group’s balance sheet is structured as follows:
EUR million Dec. 31, 2021 % Dec. 31, 2020* % Change
Non-current assets 9,108.9 71.7 2,427.7 42.1 6,681.2
Current assets 3,594.8 28.3 3,339.0 57.9 255.8
Total assets 12,703.7 100.0 5,766.7 100.0 6,937.0
* Restated
EUR million Dec. 31, 2021 % Dec. 31, 2020* % Change
Equity 5,490.9 43.2 1,160.8 20.1 4,330.1
Non-current liabilities 5,458.1 43.0 3,607.0 62.5 1,851.2
Current liabilities 1,754.7 13.8 998.9 17.3 755.8
Total liabilities and equity 12,703.7 100.0 5,766.7 100.0 6,937.0
* Restated
19
The Group’s total assets as of December 31, 2021, increased by 120.0 % compared to the previous year.
Non-current assets represent 71.7 % of the balance sheet as of December 31, 2021 (previous year: 42.1 %). The
increase is mainly due to additions of intangible assets related to the Woowa acquisition, in particular derived
from goodwill of € 4.8 billion. For further details, refer to Section D.2. of the Consolidated Financial Statements.
Total intangible assets as of December 31, 2021, amount to € 6,995.3 million (previous year: € 1,377.3 million),
thereof goodwill € 5,894.8 million (previous year: € 1,106.3 million), trademarks € 394.4 million (previous year:
€ 119.5 million) and customer bases € 599.0 million (previous year: € 91.3 million). Property, plant and equip-
ment increases are attributable to organic growth of the Group and to the Woowa transaction. Financial assets
mainly increased due to investments in Deliveroo plc and Gorillas as well as due to increases in fair values of
other investments held. Non-current financial assets mainly comprise long-term deposits in connection with the
Group’s lease agreements. Investments accounted for using the equity method increased by 0.2 % to € 288.5 mil-
lion in 2021 (previous year: € 287.8 million), as DH further strengthened its engagement with Glovo.
The net increase in current assets is mainly attributable to higher trade and other receivables as a result of ex-
tended business activities in 2021 and the classification of the investment in Rappi Inc. as financial asset held for
sale as of December 31, 2021. The increase of current assets was partly offset by the reduction of cash and cash
equivalents of € 475.5 million in 2021.
The Group’s equity increased by € 4.3 billion, mainly in connection with capital increases. The Woowa transaction
led to the issuance of 39.6 million new shares (€ 4.1 billion). In addition, in January 2021 the Group increased its
capital reserve by issuing 9.4 million new shares (€ 1.2 billion) and in February 2021 reclassified part of the de-
rivative financial instruments related to the Convertible Bonds II into equity (€ 424.2 million). On the other hand,
the net loss of the period reduced equity by € 1,096.5 million.
Non-current liabilities increased by 51.3 % compared to the previous year. This net increase is mainly driven by
the convertible bonds issued during the course of 2021 and the recognition of the NCI put liability in connection
with put option rights held by Woowa management overthe remaining shares in Woowa (€ 594.2 million). On
the other hand, derivative financial instruments decreased, mainly related to the Convertible Bond II, which was
partly reclassified into equity following the expiration of the cash settlement option in February 2021.
20
The increase in current liabilities during the reporting period is mainly attributable to the Group’s organic growth
and the Woowa transaction, attributable to growing liabilities to restaurants (€ 501.4 million, previous year:
€ 249.2 million) and trade payables (€ 237.0 million, previous year: € 96.6 million).
e) Overall assessment
2021 was marked by the successful completion of the Woowa transaction, continuous investments into Inte-
grated Verticals as well as a gradual easing of COVID-19 restrictions. We completed several strategic acquisitions
and investments to continuously complement our services offering. While orders, GMV, Total Segment Revenue
and the adjusted EBITDA/GMV margin improved in line with expectations, the adjusted EBITDA of the Segments
negative of € 795.6 million in 2021 did not reach the anticipated level of a slightly better adjusted EBITDA of the
Segments of € 567.7 million in 2020. However, the Management Board assesses the financial position, financial
performance and earnings situation of Delivery Hero as steadily improving from a negative adjusted
EBITDA/GMV margin in 2021 to a positive adjusted EBITDA/GMV margin within the next 24 months.
Subsequent Events e
In January 2022, Delivery Hero sold a stake in Rappi Inc., Delaware/USA, in two tranches for a total consideration
of USD 250.0 million. Delivery Hero continues to hold an approximate stake of 5.3% in Rappi on a fully diluted
basis.
On January 12, 2022, the series of collar-loan transactions with respect to shares in Just Eat Takeaway.com en-
tered into by Delivery Hero and Morgan Stanley in 2019 and 2020 respectively were terminated following an
arbitration-tribunal decision. Both parties agreed to discharge in full and release one another from their respec-
tive obligations in respect of the collar-loan transactions. The termination net amount payable, equal to the sum
of loan repayment, redelivery of shares and option unwind value, as determined upon termination date, was
zero.
On February 28, 2022, the DH Group acquired 100% of the share capital of two entities in Europe for a combined
consideration of € 7.6 million.
On April 4, 2022, the DH Group announced the syndication of a term loan transaction comprising of a USD
825 million term facility and a € 300 million term facility (together the "Term Facilities"). The DH Group expects
to enter into a revolving credit facility ("RCF") in the amount of EUR 375 million with a consortium of banks.
On April 14, 2022, the Company entered into a convertible loan agreement (“Loan Agreement”) with
Glovoapp23, S.L., Barcelona, Spain (“Glovo”) to provide Glovo with funds in the total amount of approximately €
125 million in cash in connection with the share purchase agreement entered by Delivery Hero to acquire at least
approx. 39.4%, on a non-diluted basis, of the shares in Glovo, announced on December 31, 2021.
For further details on subsequent events, refer to Section I. of the Consolidated Financial Statements.
21
C. RISK AND OPPORTUNITY REPORT
Risk Strategy and Risk Management Policy Principles

Our risk strategy at Delivery Hero derives from our corporate strategy. The main objective of our risk policy is not
to avoid current and future risks, but to assess risks on the basis of a cost-benefit analysis while maintaining risk
transparency. The formal Risk Management System (“RMS”) is risk-only based. Corporate opportunities are iden-
tified and analyzed on a timely and regular basis in the individual business areas at group level. We consider risk
to be the possibility of unfavorable future internal or external developments that may negatively impact Delivery
Hero's ability to achieve its business objectives and execute its strategy. In contrast, we define opportunities as
the possibility of favorable internal or external developments that may positively influence Delivery Hero in
achieving its business goals and execute its strategy.
Our Enterprise Risk Management (“ERM”) is based on the following principles:
− The conscious acceptance of economically viable risks is an essential part of any business activity.
− Going concern risks are not accepted.
− Known risks that are analyzed and managed can be accepted. Risks taken should be associated with expected
ancillary returns and ultimately increase the value of the company, taking into account a cost-benefit analysis.
− ERM is an integral part of Delivery Hero’s business processes and relates to all business activities within the
group.
− The Management Board, the central, regional and local ERM functions and local management teams are re-
sponsible for enhancing risk culture and risk awareness. Delivery Hero stands for a strong tone from the top
with regards to ERM.
− The Risk Management function facilitates a uniform risk understanding throughout the Group by defining and
maintaining all definitions, rules and procedures.
− Every employee within the Group has the responsibility to proactively participate in and support Risk manage-
ment.
− The ERM enables risk awareness in business decisions.
Group-wide Risk Management System

The key objectives of Delivery Hero's RMS are to manage and standardize the already established group-wide
risk management process in order to ensure a comprehensive overview of all significant risks to the group.
Our ERM approach is based on the internationally recognized Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) 2017 framework. In applying the standard, we took Delivery Hero's culture and
structure as well as its requirements into account.
In 2021, we made significant changes to our RMS, which are outlined below.
Sub-areas of RMS 2021 2020
Risk management − Introduction of a Risk Manage-

guidelines
ment Policy in addition to the ERM − ERM Manual
Manual
− Quantification of risk-bearing ca- − Qualitative statement of risk-bear-

Risk-bearing capacity pacity at group level ing capacity
− Ascertainment of the risk appetite

Risk appetite by risk subcategory level on the − Risk appetite at group level
occasion of the new risk inventory
− Standardization of individual risk − Individual risks were assigned to

Risk inventory names, risk fields and risk subcate- the risk areas on the basis of simi-
gories larities in content.
− Supplementing the internal − Use of internal and external

Risk identification sources with a risk survey sent to
all consolidated subsidiaries. sources
− Quantification of financial and

equivalent non-financial risks − Quantification of financial risks
Risk evaluation − Stochastic scenario analysis − Value at risk based on risk report
method used to simulate value and
cash flow at risk
22
Delivery Hero's RMS consists of an eight-stage cycle. The individual cycles are described below.
a) Risk culture, strategy and organization

The risk culture, strategy and organization form the basis for all other components of risk management. The risk
culture is derived from the corporate culture and has a direct impact on the way decisions are made in the or-
ganization. It refers to our core values, understanding of risk and risk appetite.
In 2021, as part of our risk strategy, we specified our risk appetite in qualitative terms on the basis of our newly
developed risk inventory and quantified our risk-bearing capacity. The risk-bearing capacity represents the
threshold value for the risk to our going concern. The calculation of the ratio is based on the over-indebtedness
and on the liquidity plan. We regularly compare the risk-bearing capacity with the net cash flow at risk in order
to identify any developments that could jeopardize the company's going concern and to initiate appropriate
countermeasures in a timely manner.
As part of our organizational structure, we have established clearly defined roles and responsibilities that enable
risk reporting and communication to decision makers. Our Management Board has the primary responsibility for
risk oversight. The individual roles and their areas of responsibility are presented below.
Role Area of accountability
− Review of RMS
− Approval of risk policy
Management Board − Regular reporting to the Supervisory Board
− Establishment of an early detection system in accordance with Sec-
tion 91 II of the German Stock Corporation Act
− Discussion and evaluation of significant risk-related matters and

Risk and Compliance Committee − Initiation of measures at the top management level
− Proper supervision and control of the Management Board

− Formation of the Audit Committee who independently oversees
Supervisory Board the adequacy and effectiveness of the Risk Management function
based on reports from the central Risk Management department,
Internal Audit and the external auditor
− Development and improvement of the global RMS and applied in-

Central Risk Management function struments
− Regular risk reports to Management Board and risk portfolio to Su-
pervisory Board
23
Regional and local Risk Manage- − Implementation of centrally defined risk guidelines in the subsidi-
aries
ment function − Risk reporting to central Risk Management
Risk owners − Identifying, assessing, controlling and monitoring risks as well as

ensuring the implementation of agreed risk measures
b) Risk identification
Risks are identified by the risk owners using internal and external sources. Internal sources include interviews
and risk seminars with relevant stakeholders. Moreover, we have carried out risk surveys on a half-yearly basis
to obtain an overall understanding of the risks on the consolidated group level. Furthermore, we carry out in-
vestment analyses on our minority shareholdings. External sources such as the review of externally accessible
databases, news and reports are used.
c) Risk assessment
After identification, the risk owners systematically analyze the individual risks with the support of the central,
regional and local risk managers. The individual risks are assessed with respect by the two dimensions of impact
and probability. The impact is determined by the potential decline to group revenue and cash flow. Furthermore,
we have divided the assessment on the impact to Group revenue into different categories. This enables us to
quantify financial and equivalent non-financial risks with a more uniform standard. Probability refers to the like-
lihood and frequency of occurrence. The period under consideration for the risks is one year from the balance
sheet date and is therefore in line with the period applied to the outlook as described in Section D in the Com-
bined Management Report.
The analysis of risks always takes gross and net risk into account. While the gross risk represents the considera-
tion before measures are taken, the net risk takes into account the measures. Gross risks approach is used for
the purpose of our Annual Report.
In addition risk managers are required to report three risk scenarios (best, most likely and worst case). After the
risk reporting, we simulate the risks at Group level using a stochastic method. Therefore, we use a system-based
solution. The simulation enables us to aggregate the risks on the basis of value and cash flow at risk. Interde-
pendencies between the risks are taken into account in the simulation and aggregation.
The respective scales and categories on impacts and probabilities are presented below.
24
The combination of the impact and the probability results in the risk assessment. The risk assessment is illus-
trated by the following risk matrix. We derive the severity of a risk (in the illustration above: risk classification)
from the risk matrix. Identified risks in the red area are classified as high and require immediate action. Risks in
the yellow area are considered as moderate and risks in the green area are considered as low. The prioritization
of risks derives from the severity level.
The treatment of risks comprises actions or the strategy applied to manage identified and assessed risks. In
coordination with local management and taking the risk appetite into account, risk owners must decide on one
of the following options: acceptance, avoidance, reduction or transfer of the risk to third parties. In general, risks
that jeopardize the company as a going concern and risks that are not tolerated in accordance with the risk
appetite must be avoided.
d) Risk monitoring
Risk monitoring refers to the continuous follow-up of identified, assessed and treated risks with the respective
risk owner and/or central, regional or local risk manager in order to re-evaluate current impacts and probabilities
as well as to monitor the defined actions and the status of implementation.
e) Risk reporting
The central risk department reports to the Management Board and the Supervisory Board at regular basis. The
following overview illustrates the frequency and content of risk reporting to the respective recipients.
Recipients Frequency Content
− Overview of the risk and opportunity profile

Risk & Compliance Committee Quarterly − Status on current governance, risk and com-
pliance assessments
Audit Committee Quarterly − Current overview of the risk profile and fur-
ther developments to RMS
25
Management Board, Local − An overview of the results is provided for each

Management and Internal Au- Recurring
dit completed assessment
Management Board and/or − Ad hoc reporting obligation and provision of

Ad hoc all information when a defined threshold is
Supervisory Board exceeded
System of Internal Financial Reporting Controls

Delivery Hero has implemented an accounting-related internal control system (“ICS”). This system aims to iden-
tify, assess and control all risks that could have a material impact on the proper preparation of the Consolidated
Financial Statements in accordance with the relevant accounting standards and applicable laws.
The accounting-related ICS is based on the principle of separation of functions and consists of different sub-
processes within the organization. Each sub-process is assigned to a responsible person. These processes and
related reporting risks are analyzed and documented. The internal control system comprises preventive, moni-
toring and detective control measures and aims to ensure a proper and methodically consistent financial state-
ment preparation process. A control matrix defines all controls including control description, type of controls and
frequency of execution. Our group-wide accounting and reporting manual provides the respective group finance
teams with detailed accounting instructions for key components of the financial statements. The internal guide-
lines are regularly updated by the central team and shared with all subsidiaries. This is intended to ensure con-
sistency and to limit accounting discretion. Internal Audit requests a representation letter from the subsidiaries
on a quarterly basis to confirm compliance with IFRS and internal guidelines.
On a monthly basis all subsidiaries report financial information to the central team in a standardized format. A
multi-stage review process of the financial information at regional and central level ensures the consistency and
accuracy of the financial information throughout the group as well as on consolidated basis. This is followed by
an automated consolidation using a software solution. Manual adjustments are recorded in the system and mon-
itored on the basis of dual control. The authorization concept of the financial systems is periodically reviewed
and updated. Based on the assessment of complexity and the inherent management judgment in the application
of accounting policies, the accounting for selected complex reporting topics, e.g. business combinations, deriva-
tive financial instruments and share-based payment arrangements, is conducted centrally to meet the group's
reporting requirements. This includes the consultation of independent external experts for the accounting and
valuation of complex transactions in order to ensure the appopriateness of the presentation in accordance with
the accounting guidelines. The risk of incomplete and inaccurate recording of business transactions is further
reduced by the continuous cross-functional exchange between the central functions, in particular between Legal,
Strategy, Group Accounting and Group Controlling.
The effectiveness of the accounting-related internal control system is subject to regular governance reviews and
risk-based investigations by Internal Audit. Due to the existence of inherent audit limitations, no absolute assur-
ance can be provided on the operational effectiveness of the ICS.
During the course of the risk assessment of the accounting-related internal control system, we also take into
account the findings of the group's internal auditors, the results of previous audits of the financial statements,
and the limitation of risks by Group Accounting. Identified risks are monitored and reassessed on an ongoing
basis. Based on this assessment and in accordance with IFRS requirements, risks are reflected and disclosed in
the Consolidated Financial Statements.
Internal Audit System

Internal Audit is an independent, objective assurance and consulting activity designed to add value and improve
Delivery Hero's operations. It is a function separate and distinct from management, the Governance, Risk & Com-
pliance (“GRC”) department and the external auditors. The function helps the Delivery Hero Group to accomplish
its objectives by bringing a systematic, disciplined approach to evaluating and improving governance, risk man-
agement, control and compliance processes.
Internal Audit assesses and reports to the Management Board, the Audit Committee and the Supervisory Board
whether the Group’s risk management and internal control systems are adequate and effective, as designed and
implemented by the management. This is accomplished via risk-based audits performed throughout the group.
Internal Audit consists of a central team and local auditors. Internal Audit supports strong corporate governance
in accordance with the International Standards for the Professional Practice of Internal Auditing of the Institute
of Internal Auditors (“IIA”), the standards of the German Institute of Internal Auditors (Deutsches Institut für
Interne Revision (“DIIR”)) and the “Institut der Wirtschaftsprüfer” (“IDW”). It maintains a quality assurance and
improvement program that covers all Internal Audit activities and continuously monitors its effectiveness.
Internal Audit provides the Audit Committee of the Supervisory Board with a report on its activities on a quarterly
basis, and the Supervisory Board with a report at least once a year. These reports contain, inter alia, an account
26
of the current status of the various audits conducted under the flexible, risk-based audit plan. They also include
significant findings of completed audits and any outstanding issues relating to the implementation of manage-
ment action plans. Reporting also includes significant risk exposures, control deficiencies, governance issues, and
other matters of importance to senior management and the Audit Committee of the Supervisory Board.
Risk Report
In accordance with our forecast report (refer to Section D. Outlook of the Combined Management Report), we
present the impact and frequency of risks on a time horizon of twelve months from the reporting date. Unless
explicitly stated, the risks always relate to all segments of Delivery Hero. Following, the individual risks are ex-
plained in detail.
Risk Area Risks Severity 2021 Severity 2020

Competition High High
Strategic
Exposure to cyber attacks High High
Adverse legal/regulatory changes High High
Regulatory risks related to riders High Moderate
Disruptive Technologies Moderate High
Disease Outbreak Moderate Moderate
Natural disasters Moderate Moderate
Failure to meet investment expectations/ Failure to Moderate High
achieve synergies
High dependency on third parties Moderate High
New business models Moderate -
IT security risks High High
Operative
Non-resilient business operations Moderate High
Dmart related risks Moderate Moderate
Logistical risks Moderate Moderate
Personnel risks Moderate Moderate
Non-compliance with food safety regulations High High
Compliance
Non-compliance with competition law High High
FinTech related risks High High
Non-Compliance with data privacy Moderate Moderate
Non-Compliance with transfer pricing regulations Moderate Moderate
Non-Compliance with anti-corruption and money laun- Moderate Moderate
dering law
Liquidity risk High Moderate
Financial
Currency risk Moderate Moderate
Fair value risk Moderate Moderate
Fraudulent activities Moderate Moderate
a) Strategic risks
Competition
Risk description: We are exposed to the risk of new entrants and existing competitors. In particular, we can ob-
serve that existing competitors are consolidating through acquisitions or mergers and raising high funds due to
attractive prospects in online food delivery. Our continuous success depends on our ability and efforts to main-
tain our market position against competitors. The capabilities of staking out our market position includes:
− Speed: Delivering on our advertising promise and early adoption of new business models,
− Agility: Adapting our business models, including product and service offerings, to demand or other market
events,
− Innovation: Being innovative, keeping and improving efficiency of our business models and processes.
The consequences of risks are diverse and can be expressed, for example, but not conclusively, as follows: loss
of market shares, price pressure, movement of customers and business partners, failure to meet financial targets
due to unexpected higher capital expenditures and investments to maintain market position.
27
Measures: To manage the risk, we use the following measures: continuous monitoring of the market environ-
ment to identify unfavorable developments on a timely basis, strategic initiatives such as the acquisition and
divestment of companies, and sustainable investments to improve the customer experience. For information
about the acquisition and disposal of companies, please refer to Section D. Scope of consolidation in the Notes
to the Consolidated Financial Statements.
Exposure to cyberattacks
Risk description: The number of cyberattacks using ransomware has increased globally. The objective of such
attacks is usually to obtain internal company or personal data. In addition to publishing this data, it can be ob-
served that hackers attempt to extort money from companies. As a tech-based company, we are subject to this
inherent risk. As a result, reputational damage, loss of market shares, or financial damage may occur due to the
suspension of platforms or other processes.
Measures: To mitigate the risk, we use various security tools to ensure the protection of personal data. These
tools include automation of security processes, improvement of the business continuity management, regular
training to identify phishing mails, patching and updating of operational systems, linking our internal systems to
a global virtual private network and investments in the expansion of our IT Security team. We have a global
insurance to limit financial losses.
Adverse legal/regulatory changes

Risk description: Unexpected legal requirements or capital market regulations as well as changes in legislation
are examples where Delivery Hero is required to flexibly adapt to changes in the markets. These include, among
other areas, commission caps, changes to applicable taxes, the legal structure of work models, or the tightening
of antitrust law. For more details, please refer to risks in the risk compliance Section below. The risk of unfavor-
able legal/regulatory changes may have a negative impact on our net assets, financial position and results of
operations. As a result, previously advantageous investments may become impaired. Furthermore, additional
unplanned cash outflows may incur to adapt to the legal changes.
Measures: We reduce the consequence of asset impairment by performing legal due diligence when making
investment decisions. Risks from an uncertain legal environment are taken into account. Our Legal department
monitors the risk of changes in the legal environment through local legal contacts. Regulatory issues are moni-
tored by the Public affairs team within the Legal department. Our measures limit the impact of the risk. The
probability of occurrence remains unaffected and will increase in the future due to our strategic objective of
expansion.
Regulatory risks related to riders

Risk description: We currently observe increased public attention on the legal status of riders, and have generally
noticed a stronger regulatory focus on it. This includes that some governments aim to restrict self-employed
platform work and to reclassify self-employed workers to employees. Potential future regulations following this
approach could require platforms to adapt their business model in certain countries. This could have negative
consequences for platforms and potentially lead to significant higher operating costs.
Changes to previous year: Observing the regulatory developments in 2021 and looking ahead, we consider that
the gross risk of regulation addressing the legal status of riders is high for some countries. We justify the severity
due to the increasing public attention on the online food delivery market and potential regulation as well as
possible cross-country influence of such developments.
Measures: We are aware of the regulatory developments and the business risks related to them. Riders are at
the heart of our business, and their working conditions are a priority for us. As riders value highly the flexibility
of their self-employed work, we strive to work with regulators towards systems that promote self-employed
work while providing riders with the security they need. Therefore, our Public Affairs teams globally are in con-
stant exchange with national and local authorities to promote a regulatory framework that works for all involved
parties, thereby working towards reducing the likelihood of negative regulatory changes for workers and plat-
forms. At the same time, we are constantly working on optimizing our logistics operations, while always aiming
to ensure compliance with national laws.
Disruptive technologies
Risk description: The markets in which we operate are highly innovative. As a result, we are exposed to the risk
of disruptive technologies in the form of substitution or new business models. This also includes the risk that
competitors could market their incremental innovations or disruptive technologies more quickly through a po-
tentially more efficient time-to-market strategy. The future success of our business model is to a large extent
linked to the degree of innovation. Disruptive technologies may have a negative impact on our net assets, finan-
cial position and results of operations.
Changes to previous year: Compared with the previous year, we consider it highly unlikely that a single technol-
ogy will jeopardize our expanded business model. Accordingly, we consider the risk of disruptive technologies to
be an extreme risk, whereby the probability of occurrence is very low but the impact on our sales could be very
high. As an extreme event, we downgrade the gross risk to moderate.
28
Measures: We counter this risk through continuous monitoring and constant investment in research and devel-
opment as well as acquisitions of or investments in innovative companies.
Disease outbreak
Risk description: Our business model is based on interaction with various business partners (restaurants, suppli-
ers, etc.), our riders and our end customers. Recent events evolving from the COVID-19 pandemic have high-
lighted the implications for our value chain. We are exposed to the risk that our business operations in countries
where a pandemic is present will be subject to certain restrictions. The restrictions have a direct strategic impact
on our value chain through, for example:
− Supply chain disruptions in the delivery of our Dmarts,

− Temporary closure of restaurants, thereby reducing the diversity of our platform,
− Suspension of our delivery service and
− Restricting the receptivity of end customers.
Furthermore, a pandemic may indirectly adversely affect our business model through global recession, decrease
in economic output, increase in unemployment rate and change in consumer climate. Consequently, the out-
break of infections deemed to be a pandemic may lead to high financial damages. The financial damage relates,
for example, to impairment of investments, receivables and provision of obsolete inventories. The risk may lead
to failure of financial targets and strategic business objectives.
Changes to previous year: With regard to COVID-19, we continue to assess the risk of indirect effects as moder-
ate. Compared with the previous year and unchanged from our reporting in the first half of 2021, we have down-
graded our assessment of the risk of further restrictions for restaurant partners and suppliers from moderate to
low.
Measures: We continuously monitor reports from the World Health Organization (“WHO”) to be able to take
early actions. Measures include more efficient cash flow and cost management, providing adequate support to
our partners by making payment terms more flexible, and introducing stricter hygiene regulations to protect our
customers, riders, and partners.
Natural disasters
Risk description: Due to our operations in over 50 countries, we are particularly exposed to the risk of natural
disasters. As an extreme risk, natural disasters in the affected country can lead to short- or long-term suspensions
of our business activities along the value chain. The event could lead to significant financial damage.
Measures: In the context of global warming, we monitor climatic changes and consider it in the probability as-
sessment. As a treatment, we have various insurances with third parties to transfer part of the risk. Detailed
explanations of sustainability concepts, including CO2 avoidance, are provided in the Non-Financial Report for
the Group.
Failure to meet investment expectations/failure to achieve synergies

Risk description: As part of our growth strategy, we acquire companies that support us in achieving our objec-
tives. Acquisitions are subject to uncertainty in terms of valuation and the underlying business planning. In par-
ticular, the uncertainty relating to the online food delivery market is due to the juniority of the market partici-
pants, the potential for market growth and the fact that the local legal framework for online food delivery ser-
vices is not yet fully established. In the context of our investment decisions, we are subject to the risk of misin-
vestments. Misinvestments can arise from the failure to meet internal or external expectations or from the fail-
ure to achieve planned synergies in the post-merger integration process. Mergers and acquisition risks have a
negative impact on the net assets, financial position and results of operations. For example, the net assets posi-
tion may be negatively impacted by goodwill impairment losses, the financial position may be negatively im-
pacted by additional unplanned liquidity support needed or/ and the results of operations may be negatively
impacted by the non-achievement of financial targets.
Changes to previous year: The reason for the high risk rating last year was the acquisition of the Woowa group.
In view of the positive development of the majority of historical investments (including the Woowa Group), we
have reduced the impact of the risk and now classified it as moderate.
Measures: To treat the risk, we have taken the following actions at Delivery Hero: Implementing controls in the
plausibility check of business plans, performing due diligence and setting up a post-merger integration team. We
use both internal and external benchmarking data when checking the plausibility of business plans. If internal
expertise is lacking in the acquisition process, we engage external consultants. Due to inherent limitations, we
cannot mitigate the risk in its entirety.
High dependency on third parties

Risk description: We have concluded framework agreements with third-party companies in order to have uni-
form service providers and contact persons across the Group. There is a high degree of dependency on the ser-
vice providers, as they perform an essential role in our business process. This includes the provision of data
29
hosting services, server capacities, and software licenses, as well as the processing of end customer payment
services on our platform. Suspension of service by third parties could lead to the restriction or even failure of our
platforms or our financial systems. As a consequence, we could suffer system interruptions followed by signifi-
cant reputational damage, which would have a negative impact on our net assets, financial position, and results
of operations as well as slow down our expansion strategy.
Changes to previous year: We are increasingly consolidating our systems, always weighing up several providers.
Given the choice of equivalent providers at comparable prices, the solid partnerships with current service pro-
viders, and their tested and proven information technology environment, we consider the risk of high depend-
ency on third-party companies to be moderate.
Measures: There are high qualitative interdependencies with the business continuity risk. The operational risk
measures are equally applied. In addition, we have standardized selection procedures for third-party vendors in
which we obtain several offers and check the quality of the service providers.
New business models

Risk description: Our opportunity to enter the quick-commerce sector at an early stage (see opportunity report
below) is associated with the risk of not achieving sustainable economic targets. In particular, there is uncertainty
regarding the maturity of the market and the business model itself. Accordingly, the investment in this vertical
may not reach sustainable growth and profitability targets.
Measures: When new business models are established, a business plan is prepared and approved by manage-
ment. Prior to the Group-wide expansion of new business models, individual markets are selected in which the
actual implementation of the business models is tested. Management continuously monitors the performance
of new business models and proceeds with divestments. In the past, management has already took the decision
to end the operations in certain Dmart locations and repositioned them in more favorable market conditions.
b) Operational risks
IT security Risks
Risk description: As a tech company, we collect, manage, transmit, and store data from our stakeholders in com-
pliance with legal regulations. Our stakeholders rely on the security of our systems and the proper handling of
their data. By handling billions of data records, there is a risk of unauthorized access to systems or data, data loss
and/or data breach. The risks can be the result of external attacks, internal process weaknesses, or human errors.
As a result, we may suffer significant reputational damage, which could lead to a drop in revenue or even in-
creased restrictions on access to the capital markets.
Measures: As treatment action, we analyze and document our business processes. On the basis of a risk-oriented
approach, we are rolling out standardized controls to demonstrate a group-standardized ICS globally. In particu-
lar, we review the access rights of our IT systems at regular intervals. To limit external ransomware attacks, we
refer to the strategic risk "Exposure to Cyberattacks".
Non-resilient business operations

Risk description: Our system landscape consists of various IT systems to support operational activities. The IT
systems include the order platform, financial systems such as SAP and LucaNet, and other billing and data pro-
cessing programs. A system failure or interruption, such as a technical malfunction of our platform, may lead to
an interruption of business activities. In addition to business disruption, our objective of providing an amazing
ordering experience for our customers is at risk. The loss of order placement, the loss of end customers and/or
partner restaurants, the expiration of items in our Dmarts, or delayed financial reporting are examples of the
consequences of the disruption.
Changes to previous year: Compared with the previous year, we assess the risk to business resilience as moder-
ate. Due to our number of platforms, the gross risk impact has to be distributed to the respective regions. We
have tested the recovery time of our order platforms and identified a significant reduction in the quantitative
factor.
Measures: In particular, the speed of the solution is crucial for minimizing the impact. Accordingly, we limit the
risk by developing and implementing contingency plans. We summarize this under a sub-function of the RMS as
"business continuity management". In advance, stress and penetration tests are carried out when new systems
are introduced to ensure functionality. In addition, an incident management process is in place to enable a sys-
tematic search for failure causes. Continuous monitoring and ongoing efforts to improve our system security are
top priorities for the Group.
Dmart related risks

Risk description: With regard to Delivery Hero's expanding Dmart business, there is a strong dependency on
systems for warehouse logistics and warehouse management, which should enable meeting customer needs
while optimally managing inventory. Space constraints, shrinkage, and compromised food safety are inherent
risks. A shortage of space can lead to an inability to meet the demand and results in high opportunity costs. At
the same time, the risk of space constraints correlates with the interference of food safety. Food safety can lead
30
to the inalienability or can even damage the health of our customers as a result of non-compliance with food
spacing requirements or incorrect storage. As a result, we may suffer significant reputational damage or fail to
comply with laws that could result in fines or even revocation of our operating license.
Measures: The safety of customers is our top priority. When opening Dmarts, we have group-wide guidelines
that are to be followed as a benchmark for all businesses. In addition to the guidelines, we have a dedicated team
in the GRC department that focuses on food safety and all related measures. Using appropriate systems and
procedures, we maintain a strong control environment in warehouse management designed to minimize the
risks and consequences.
Logistical risks
Risk description: A key component of our business model is the provision of delivery services. We are subject to
the risk of recruiting riders. The risk correlates with the risk of competition, which fuels the demand of rider
personnel. If we are unable to recruit sufficient number of riders, we may not be able to meet our expansion
targets and may not be able to meet demand. Furthermore, direct and indirect costs for riders could increase.
As a result, we may not satisfy investor expectations, which may adversely effect access to capital markets.
In addition, we are exposed to the risk of unionized or unorganized protests by riders. The strategic focus on
expanding our delivery services can impact the risk by increasing the probability of occurrence. Interruption of
delivery services and associated revenue losses as well as reputational damage are possible negative effects.
Measures: Riders are among our most important stakeholders. That is why we initiated the Global Rider Program.
The program addresses issues of work environment, safety, employment and equipment. We aim to enable rid-
ers to perform their work safely and flexibly. Furthermore, we continously monitor the activities of our compet-
itors and conduct benchmarking analyses. Accordingly, we revisit our activities.
Personnel risks
Risk description: We need qualified employees to master the operational challenges associated with our expan-
sion. As a tech company, we are particularly dependent on IT personnel. There is a risk that we will not be able
to retain, recruit or replace such qualified personnel. Understaffing may reduce our attractiveness as an em-
ployer by overburdening existing employees. In addition, personnel restrictions may limit the continuous im-
provement of our products or the development of new technological solutions. As a result, we may suffer lose
competitive advantages in our markets, reputational damage and face rising recruitment costs.
Measures: As part of our corporate strategy, we have included the "Employee Net Promoter Score" (“ENPS”) as
a metric for measuring employee satisfaction. Employee satisfaction is regularly re-evaluated by surveys. In the
search for new talents, we are continuously evaluated by external parties. Based on the internal and external
surveys, we develop specific actions and optimize processes. In addition, we are promoting and increasing the
transparency of development opportunities for employees. These measures are targeted to reduce fluctuation
and to provide prospects to new talents. Through own initiatives, such as cooperation with third parties to set
up tech academies, we promote diversity and representation in the technology industry and aim to reduce the
risk of talent shortages in IT personnel.
c) Compliance risks
Non-compliance with food safety regulations

Risk description: As an intermediary between restaurants and end customers, we are subject to ingredient and
allergen labeling regulations when listing food on our platforms. In our delivery logistics business model, we are
required to comply with food safety and hygiene regulations during transport. The risk amplifies with the expan-
sion of our business model into Dmarts and DH Kitchens that are subject to various national and regional regu-
lations. At our Dmarts, we store food and non-food items in rental properties. At our leased kitchens, we act as
the primary business operator where food is prepared and stored. Failure to comply with legal requirements as
determined by the relevant authorities may result in fines or even the abandonment of local operational activi-
ties. In addition, damage to our reputation and claims for damages from end customers or business partners
could have a negative impact on revenue growth and results.
Measures: As a risk transfer action, we have contractually obligated our restaurant partners to comply with ap-
plicable food safety and hygiene regulations. We rely on our partner restaurants to provide us with accurate and
applicable information that enables transparency to the customers. To further reduce the risk, we have estab-
lished a centralized food safety and quality management team to guide and monitor established management
systems. We also have a global food safety policy that is mandatory for our Dmarts. To further strengthen the
central team’s effort, we are recruiting food safety specialists at local and regional levels.
Non-compliance with competition law

Risk description: There is a high degree of uncertainty in the interpretation of the law as to whether our business
activities are in compliance with applicable competition laws following investigations by competition authorities.
The uncertainty is due to the fact that in some of our markets competition authorities have only been recently
31
established and/or uncertainties in the interpretation of relevant competition laws exist. Furthermore, DH busi-
ness could be subject to investigations by local competition authorities if a dominant market position is sus-
pected. Potential violations with competition laws may result in fines, claims for damages by competitors or
restrictions on planned corporate acquisitions.
Measures: The group continuously promotes a culture of compliance with antitrust and competition laws. As
part of promoting this culture, regular training sessions are held to raise awareness of compliance and legal is-
sues. Competition law matters are the responsibility of a dedicated team in our Legal department, which advises
on mergers and acquisitions, company formations and investment projects. In addition, we monitor our own
activities, cooperate with local authorities and seek advice from external advisors to prevent infringements of
competition laws.
FinTech related risks

Risk description: We are subject to the Second EU Payment Services Directive (“PSD II”) in European countries,
under which the collection of online payments on behalf of third parties (in our business model: restaurant part-
ners) is only permitted for companies with a regulatory authorization. By enacting similar regulations, many other
countries, such as Singapore, are following the example set by PSD II. If we are unable to obtain an authorization,
we will be forced to either change our operational model to avoid entering into possession of payment funds on
behalf of third parties or to fully outsource this intermediation to a licensed institution. Outsourcing may be
associated with increased provisioning costs, which may negatively impact operating margins. Receiving payment
licenses is accompanied by the risk of non-compliance with the strict regulatory requirements and consequential
penalties, including the revocation of a license.
In the case of e-money services and in order to shorten the time to market of our e-money offerings, we have
partnered with a company in Asia. The third party has obtained e-money authorizations or set up partnerships
with institutions who hold said authorizations in order to offer their e-money services on a white-label basis to
our customers. Some of the licensed institutions in question are not rated. Should the main partner or the li-
censed institutions become insolvent, the e-money users might lose their funds and this may result in various
risks to DH such as litigation and reputational damage to the brand. In 2021 no payment transactions were pro-
cessed with the third party.
Measures: To limit the risks, we have evaluated and revised processes with the involvement of external consult-
ants, including switching to interim solutions such as buy-sell models that do not entail payment services and are
fully complaint with PSD II. Furthermore, the Group has applied for payment licenses in selected countries. In
addition, as part of our legal and compliance department an international legal FinTech team was established.
The quality of local banking partners is assessed by the Group Treasury department.
Non-compliance with data privacy

Risk description: Data protection regulations may adversely affect our strategy for processing personal data as
part of our marketing initiatives and business processes. Non-compliance with applicable data protection regu-
lations could lead to civil liability claims, fines, reputational damage to our brands, and the loss of business part-
ners and end customers.
Measures: We have subjected our data processing to a critical review with regard to the General Data Protection
Regulation (“GDPR”), in particular with regard to compliance with the data processing principles and adapted
security measures pursuant to Articles 25 and 32 GDPR. In addition, the group has installed a data protection
management system to ensure compliance with data protection reporting obligations. In 2020, we established a
network of local and regional data protection officers to ensure compliance with local legal requirements. Fur-
thermore, we have expanded our data privacy compliance with a number of internal policies and work instruc-
tions, for example the retention of personal data or the handling of data subject inquiries.
Non-compliance with transfer pricing regulations

Risk description: Delivery Hero engages in cross-border intra-group transactions. These may be subject to audits
by tax authorities. There is uncertainty regarding the appropriateness of transfer pricing methods. The uncer-
tainty is based on the following main factors:
− New business models in a young industry on the one hand and limited experience of tax authorities in this
respect on the other hand,
− Difficult quantification of the value contributions of intangible assets and participating companies in relation
to transfer pricing methods,
− Complex organizational structure (central, regional and local levels),
− Significant investments in the start-up phase leading to tax loss carry-forwards at central and local level,
− Different operational requirements and stages of development of local operating units,
− Uncertainty about growth prospects and profitability due to limited financial history,
− Limited availability of industry-related comparative data.
Consequently, a different regulatory view may lead to unilateral transfer pricing adjustments and the associated
double taxation.
32
Measures: The Group's current transfer pricing model aims to take into account the aspects mentioned above.
Our central Tax department, in cooperation with local tax contacts (both internal and external), regularly reviews
and updates the model for active management.
Non-compliance with anti-corruption and money laundering law

Risk description: We conduct business in certain countries where corruption and extortion are widespread. As a
result, we are exposed to the risk that our agents or employees may actively or in response to demands or ex-
tortion attempts grant payments or benefits that violate anti-corruption or other applicable laws. In addition to
legal consequences such as the payment of fines, we may suffer significant reputational damage as a result of
distrust by business partners or end customers.
Measures: To limit the risk we have:
− A group-wide mandatory Code of Conduct,

− Introduced an anti-bribery and corruption program globally, taking into account factors such as stakeholders,
countries or high-risk activities,
− Focused our compliance department on areas susceptible to corruption, such as unusual hiring practices, non-
market-based business partner terms and conditions, contracting with affiliated companies etc.,
− Offered our employees regular trainings to ensure that they observe relevant compliance guidelines,
− Set up a Whistleblower Hotline to report suspicious activities, potential misconduct or grievances anonymously
and efficiently.
The Management Board makes a particular contribution to the design and implementation of measures through
active participation in awareness campaigns and the approval as well as review of compliance policies. Our
measures reduce the likelihood of future incidents occurring and seek to mitigate their impact through rapid
identification.
d) Financial risks
Liquidity risk
Risk description: Liquidity risk describes the situation of not meeting the Group’s payment obligations. At Deliv-
ery Hero, we pursue an ambitious growth strategy, which is based on substantive investment into business op-
portunities and market leadership. In 2020 and 2021, the Group secured financing by conducting capital in-
creases and issuing convertible bonds. External financing exposes the Group to the risk of limited accessibility to
capital markets, unfavorable market conditions, downgrading of credit ratings and share price volatility. As a
result, the Group could be restricted in securing financing to fund operating activities or completing acquisitions.
Insufficient funding may adversely affect the Group’s ability to compete in certain markets.
Changes to previous year: In contrast to the previous year, we have classified the gross risk as high. We are
observing considerable share price volatility, which may affect the selection of financing instruments. Constraints
with respect to financing options may consequentially result in unfavorable financing conditions and restrict flex-
ibility of use of proceeds.
Measures: To manage liquidity risk, we carry out monthly analyses of anticipated cash flows, adjust funding of
subsidiaries and investment proposals and reallocate Group internal liquidity to secure the company's going con-
cern. Long-term capital raising options include, among others, capital increases from authorized capital, utiliza-
tion of existing credit facilities, debt capital as well as securitization and/or divestment of financial assets. In
addition the Group is evaluating alternative financing measures and is monitoring its ability to adjust spending
as needed.
Currency risk
Risk description: Due to our global orientation, we are exposed to the risk of exchange rate fluctuations between
foreign currencies and the euro in the course of our operating and investing activities. Transaction risk exists in
our operating business, in particular due to intercompany funding arrangements in foreign currencies. Further-
more, the translation risk arises from the translation of net assets, income and expenses of foreign subsidiaries
with functional currencies other than euro (Group reporting currency). Currency risks exists in particular to the
Argentine peso, Turkish lira, South Korean won, U.S. dollar, Saudi riyal and Kuwait dinar. Argentina, Venezuela
and Lebanon, where we operate, are considered hyperinflationary economies under IAS 29.
Measures: For significant foreign currency exposure, particular in the context of M&A transactions the Group is
considering the utilization of foreign currency hedging instruments. In Argentina, we use “blue chip swaps” to
mitigate U.S. dollar/Argentine peso exchange rate risks associated with the funding of the Argentine operations.
Venezuela operates with the U.S. dollar as its functional currency, which mitigates inflationary risks of the Vene-
zuelan bolívar. The Group’s Treasury department monitors the development of foreign currencies and evaluates
the use of hedging measures. Scenario calculations on the appreciation and depreciation of foreign currencies
and their impact on our earnings can be found in Section H.2. in the Notes to the Consolidated Financial State-
ments.
33
Fair value risk

Risk description: The Group has invested in financial assets and selectively uses derivative financial instruments.
Derivative financial instruments include primarily option arrangements, embedded conversion rights in convert-
ible bonds issued and collar transactions. Significant financial assets include mainly shares in Deliveroo, JustEat
Takeaway.com N.V., Zomato, Rappi and Gorillas. In the context of acquisitions, we have also concluded earn-out
clauses to incentivize local management, which are linked to certain performance measures. These financial in-
struments are subject to the risk of changes in fair value, which are recognized in profit or loss. Changes in fair
value may be performance and/or market related. Negative fluctuations may adversely affect the Group's net
assets and results of operations.
Measures: We counter the fair value risk of investments by analyzing the investment option in advance through
a due diligence process and by consequential review of investment performance and in light of strategic options.
In addition, we may exercise significant influence over an investment by substantive representation in govern-
mental bodies of an investment. Derivative financial instruments are only used in exceptional cases, mainly M&A
transactions and derivatives embedded in financing transactions.
Fraudulent activities
Compared with the previous year, we have assigned the risk of fraudulent activities to financial risks.
Risk description: We use vouchers as marketing tools. The vouchers can be redeemed via the user accounts. In
the past, we have registered various irregularities where users have created multiple accounts to exceed the
number of designated vouchers per user. We are exposed to the risk of misuse of vouchers, which negatively
affects our operational result and financial position.
Measures: As a preventive measure, we have established automatic controls that check the creation of a user
account for consistency with existing data. This reduces the probability and impact of the risk event.
Risk description: In addition, we offer various payment options to our customers. The payment options include
cash, credit card or online bank transfer. There is an inherent risk with cash of counterfeit money or theft. This
would have a negative impact on our operational result.
Measures: We reduce the risk by expanding our online payment options and introducing e-money services.
Opportunity Report
The opportunity report summarizes the business opportunities of the Delivery Hero Group over the same time
horizon as the risk report. The opportunities relate to all segments. The individual opportunities are explained
below.
Opportunity Area Opportunities 2021 Change to 2020

Macroeconomic developments -
Strategic
Acquisitions New
Business models New
Advantageous legal/regulatory changes New
Competition New
Products -
Operational
Logistics -
Personnel -
Favorable currency change New
Financial
Favorable fair value change New
a) Strategic opportunities
Macroeconomic developments
Opportunity description: Favorable macroeconomic developments can be viewed as business opportunities.
These include:
− The shift from telephone orders to online orders,

− Increase in growth for the online food delivery market and quick commerce,
− Observable change in consumer behavior in demand for quick delivery of food and other products and
− Increasing attention to sustainability of services and products.
34
The aforementioned developments may have a positive impact on our business and may positively affect the
Group’s growth ambition. To embrace the opportunity, we have expanded our business activities in existing and
new countries. The new countries include Denmark, El Salvador, Iraq, Nicaragua, Slovakia and Vietnam. In 2021
we further increased our business footprint in quick commerce. As described in Section A. Group fundamentals
in the Combined Management Report, we already operate a large number of Dmart stores spread across various
countries, and continue to extend this service offering. Our diligently selected Dmart store locations enable us
to respond to changes in consumer behavior and reduce delivery times from business days to a few minutes. We
aim to significantly expand the current product portfolio of own- and third party brands to meet customer needs.
Through our global program for sustainable packaging initiated in 2021, we aim to meet our social responsibility
ambitions as well as the needs of our end customers. For further details on the topic of sustainability, please
refer to our Non-Financial Report for the Group.
COVID-19 accelerated macroeconomic trends and favored the rapid expansion of our quick commerce services
by facilitating social distancing.
Acquisitions
Opportunity description: The risk of failure to meet investment expectations/failure to achieve synergies is offset
by the opportunities associated with such acquisitions. We complement our organic growth with strategic mer-
gers, acquisitions, shareholdings and partnerships. Non-organic growth can help us to:
− Strengthen market positions in existing markets,

− Tap into underdeveloped markets and enter new adjacent business models,
− Gain access to disruptive new business models and accelerate in-house innovation,
− Strengthen operations by broadening, deepening and exchanging key expertise as well as
− Achieve synergies and scaling effects.
In addition, we incentivize the founders and thus create continuity and stability in the acquired company.
Business models
Opportunity description: As a result of the early entry into quick commerce and the expansion of complementary
new verticals, we can leverage from comprehensive experiences in the further expansion of services. Another
opportunity we see is the diversification of the portfolio of stock keeping items distributed through our network
of Dmarts and own logistics, such as electronic devices and other everyday products.
Furthermore, we see significant opportunities in the introduction of advanced FinTech solutions. Today we ena-
ble payment acceptance globally with multiple payment methods to increase order acceptance and lower our
cost per order. We have created an e-wallet infrastructure to serve our ecosystem better. With e-wallets, we are
able to deliver a better user experience with instant refunds and incentives for continuous usage and loyalty to
the platform. We are looking to expand our e-wallet capabilities and issue cards in partnership with the global
card schemes and licensed financial institutions across our global footprint. Enabling payments and e-wallets
allow us to have a better view of the customer and serve their other financial needs. With our growing ecosystem
across food, grocery, local shops and more and increasing scale, the impact of FinTech will naturally grow.
We invest in innovative technologies, such as our self-developed autonomous robot or drone, to develop alter-
native logistic solutions.
Our listed business model opportunities lead to a diversification of our product and service offerings. This will
enable us to differentiate from existing competitors. Furthermore, the business models can have a positive im-
pact on our forecasted revenue and adjusted EBITDA.
Advantageous legal/regulatory changes

Opportunity description: The aforementioned risk of adverse legal and/or regulatory changes is offset by oppor-
tunities of advantageous changes, such as the reduction of bureaucracy, autonomy of decision-making in the
employment relationship, or the lessening of legal requirements in the case of capital increases, can result in
savings for internal and external cost.
Competition
Opportunity description: Inherent to the competitive risk is also an aspect of opportunity. High levels of market-
ing activity by competitors increase customer awareness of products and services. We use the existing customer
awareness to focus our marketing campaigns on:
− Establishing or increasing the presence of our brands and

− Introducing our range of products and services.
Focusing our marketing activities more efficiently can make it easier for us to win new end customers and have
a positive impact on our growth.
35
b) Operational opportunities
Products
Opportunity description: Based on legally compliant data collection and analysis, we can identify end-user pref-
erences. This enables us to offer the end-user a better choice of tailored products and services. We can expand
our offering to the customer through the targeted recommendation of products that have a high degree of con-
tent match. Furthermore, we have improved the scalability of our platforms which are ready to take further
business growth by data traffic.
The enhancements to our data analytics capabilities and the scalability of our platforms may have a positive
impact on our operational growth.
Logistics
Opportunity description: We interpret the logistical risks also as an opportunity. The Global Rider Program facil-
itates the dialog with our rider personnel and the determination of mutual solutions. Such dialog and manifesta-
tion in the Global Rider Program can give us an advantage over competitors. Any resulting competitive advantage
supports the customer satisfaction and our growth. Alongside, we may be able to avoid union strikes and/or
having rider shortages.
We invest in fleet management (bicycles instead of cars), route optimization, and site location for Dmarts to
accommodate our business goal of a fast and seamless order and delivery cycle. We are also conducting data
analytics for demand forecasting to improve real-time inventory management. The return on these investments
is the opportunity of competitive advantage and enhanced customer satisfaction. The improved delivery infra-
structure leads to lower costs per order and has a positive impact on delivery costs and results.
Personnel
Opportunity description: The measures taken in response to the identified personnel risks, particularly of re-
cruiting qualified specialists, are considered to represent a business opportunity. The introduction of the Tech
Academy may enable us to attract and train qualified personnel, thereby conveying the Group’s corporate val-
ues that could attract new talents. We promote innovation and creativity by bringing together individuals with
different backgrounds and from different cultures. In October 2021, we established a “Diversity and Inclusion
Board” with the goal of ensuring diversity and inclusion in all of Delivery Hero's business activities. This can
have a positive impact on the achievement of the company's financial targets.
c) Financial opportunities
Favorable currency change

Opportunity description: The risk of negative currency fluctuations is offset by the opportunity of positive cur-
rency developments. A positive currency development may have a positive impact on our net result.
Favorable fair value change

Opportunity description: The positive change in the input parameters of financial instruments may have a posi-
tive impact on our net income.
Summary of the Risk and Opportunity Situation

The opportunity and risk profile of the Delivery Hero Group has changed significantly compared to the previous
year. At the time this report was prepared, we have not identified any risks that might jeopardize the going
concern.
Our assessment of three strategic risks has developed positively. We consider the risk of disruptive technologies
to be an extreme event and have downgraded it to moderate. Based on historical investment experience, we
have assessed the risk of a failure to meet investment expectations/ failure to achieve synergies as moderare
compared to the previous years. Another change in risk assessment regards the high dependency on third-party
companies, where we see multiple short term switching options after re-evaluating the risk. For the first time we
evaluated the regulatory risks related to riders as high. Furthermore, we assessed the risk of sustainable achieve-
ment of economic targets of new business models as moderate for the Group.
In terms of financial risks, we assessed the liquidity gross risk as high for the first time. Among others, this reflects
macroeconomic aspects and share price volatility.
Based on the current risk assessment particular focus is set on the strategic and compliance risks areas. Insuffi-
cient management of these risk areas are likely to compromise our core capabilities: Speed, Agility and Innova-
tion. In particular, compliance with food safety regulations will be of increasing importance as the Group extends
its footprint into new verticals.
36
Optimistically, we see opportunities derived from macroeconomic trends, which should further extend the ad-
dressable market. We see additional opportunities for our customers and ultimately for Delivery Hero in targeted
acquisitions, expansion of our product and service portfolio and the offering of complementary FinTech solu-
tions.
D. OUTLOOK
Macroeconomic and Industry Outlook

According to the latest projections of the International Monetary Fund (IMF, World Economic Outlook, January
2022), the global economic recovery is continuing, even as the pandemic resurges. However, the economy enters
2022 in a weaker position than previously expected in October 2021. Although the fast pace of recovery in 2021
(5.9%) will not be met, most experts now expect global growth of 4.4% in 2022.
Nevertheless, the rapid spread of new COVID-19 variants such as Delta and, even to a larger extent, Omicron,
have increased uncertainty about how quickly the pandemic can be overcome. Policy choices have become more
difficult, confronting multidimensional challenges – subdued employment growth, rising inflation and energy
prices, supply disruptions, food insecurity, the setback to human capital accumulation, and climate change – with
limited room to maneuver 15.
Below we examine the 2022 macroeconomic outlook for our four regional segments based on the latest World
Bank Global Economic Prospects Report from January 2022, if not stated otherwise.
The far-reaching human and economic impacts of the current war in the Ukraine, which started in late February
2022, are not yet reflected in the analysis, neither in the IMF Outlook, nor in the World Bank’s Global Economic
Prospects. It is yet unclear, to which extent the war in the Ukraine could have an impact on Delivery Hero’s
operations and the different regions we operate in. The macroeconomic and industry prospects in regions like
Europe, MENA and Asia could potentially be affected.
Asia
In 2022, GDP growth in Asia is expected to differ significantly between the regions as certain countries are ex-
pected to respond better to the challenges of the pandemic than others. According to the regional data provided
in the most recent Global Economic Prospects Report, growth in South Asia is expected to rebound to 7.6%.
Despite this rebound, output in 2022 will still be below pre-pandemic projections. The regional recovery for East
Asia and Pacific is expected to moderate to 5.1% in 2022. The 2022 GDP growth for South Korea in particular is
forecasted to be at 3.0%15. The strength of the region’s recovery will depend on the ability of the major regional
economies to meet their vaccination commitments 16.
MENA
In the Middle East and North Africa (MENA) region, growth for 2022 is expected to strengthen further to 4.4%
(2021: 3.1%), as mobility restrictions ease and vaccinations progress. The region should benefit from the rebound
in oil prices, stronger external demand, and less economically disruptive COVID-19 outbreaks. The development
will be underpinned by increasing private consumption and investment growth. Nevertheless, the outlook is still
uncertain and tied to the course of the pandemic and further vaccine rollouts16.
Europe
For Europe, the World Bank is expecting 2022 real GDP growth for the Euro Area (classification according to the
Global Economic Prospects) to be at 4.2% – down from 5.2% for 202116, and well below pre-pandemic estimates.
For Europe and Central Asia combined, the forecast for 2022 stands at 3.0%. The strength and speed of countries’
recoveries will depend on the effectiveness of pandemic management, the duration of lockdowns, and the pace
of vaccine deployment. The current outlook also reflects a faster removal of monetary policy accommodation
because of inflationary pressures16.
Americas
For Americas, real GDP growth is expected to soften to 2.6% in Latin America and the Caribbean in 2022, accord-
ing to the Global Economic Prospects2. Investments in 2022 are expected to return only to approximately the
level where it stalled from 2016 to 2019. Especially tourism-reliant economies are projected to take longer to
reach pre-pandemic levels of output than commodity-exporting economies.
Delivery Hero remains positive about the growth prospects of the delivery industry, as the pandemic accelerated
the demand for these services. We see customer behavior and expectations adapting and sustainably evolving.
At Delivery Hero, we believe that these trends are here to stay, and will continue to drive the further adaption
of our services by more and more consumers. Long-term structural trends that we expect to continue to support
15
IMF World Economic Outlook, January 2022.
16
World Bank Group: Global Economic Prospects, January 2022.
37
industry growth include changing customer behaviors, improving last and first mile logistics and increasing ur-
banization.
More specifically, for 2022, we continue to see the following major trends for the delivery industry:
− Convenience: With changing lifestyles globally, convenience has become one of the first and most sought after
aspects of any delivery experience. Our customers expect to get anything delivered - whatever they need,
whenever they need it, locally and fast.
− Quick commerce: The next generation of e-commerce. Delivering products to customers almost instantly and
in small batches, whenever and wherever they need them.
− Hyperlocalization: We constantly leverage and combine global and local strengths to create products that are
close to our customers and best meet their needs.
− Sustainability: We are committed to sustainability, both when it comes to our environmental footprint and our
social impact (including rider engagement). We seek to contribute to creating stable economic, social and eco-
logical conditions for present and future generations. (Further details in the Non-Financial Report).
− FinTech: Technology is at the core of everything we do at Delivery Hero. We see significant opportunities for
the introduction of advanced FinTech solutions (e.g. e-wallets) to serve our customers financial needs.
Company Expectations 17
In 2021 the Group achieved significant and continuous growth that further strengthened the Group’s position as
one of the world’s leading local online delivery platforms. The successful business combination with Woowa in
March 2021 represents an important milestone for the Group in Asia as well as globally. The Groups’ focus on
growth in 2021 was complemented by the continuing expansion and improvement of the services provided to
our customers, in particular the offering of own delivery services, extended restaurant base and the roll out of
quick commerce in new markets and areas. The investments in growth resulted in a higher negative adjusted
EBITDA of the segments than expected.
For 2022, we expect a significant increase in Total Segment Revenues to above € 9.5 billion. Un-derlying this
growth in Total Segment Revenues should be an increase in orders as well as GMV compared to 2021. For GMV
we anticipate reaching a level of at least € 44.0 billion.
In 2022 the Group will focus on the improvement in profitability. Consequentially, in 2022 we expect to reduce
the negative adjusted EBITDA of the segments to a maximum of € 525 million compared with an adjusted EBITDA
of the segments in 2021 of negative € 791.1 million. The adjusted EBITDA to GMV margin of the Group we expect
to reach a negative 1.2 percent or better.
For the Group’s platform business (corresponding to the segments Asia, MENA, Europe and Americas, but ex-
cluding the segment Integrated Verticals), we expect adjusted EBITDA to improve significantly in each of these
four segments and for these segments in total to break even at the adjusted EBITDA level for the full year 2022.
Accordingly, the Integrated Verticals segment is expected to contribute an adjusted EBITDA of up to negative €
525 million.
Due to the fact that we are operating in a relatively young and still rapidly evolving industry any forecast on the
earnings trajectory is subject to considerable uncertainty. Adjusted EBITDA is dependent not only on factors that
can be impacted by Delivery Hero, but also on those over which it has no influence. For example, if the Group
was forced to defend its position against new competitors in specific markets or to react to revenue downturns,
then measures that may not have been scheduled previously may have to be implemented (e.g. increasing mar-
keting expenditure) which can result in a negative development of adjusted EBITDA which deviates significantly
from the previous estimate. The assumptions on the economic development of the market and the industry are
based on assessments that we consider realistic in line with currently available information. However, these es-
timates are subject to uncertainty and bring the unavoidable risk that the forecasts will not occur, either in terms
of direction or in relation to extent, with them. The forecast for the forecast period is based on the composition
of the Group at the time the financial statements were prepared.
17
2022 forecast does not reflect effects from the intended Glovo share purchase and consequential business combination.
38
E. SUPPLEMENTARY MANAGEMENT REPORT TO THE SEPARATE FINANCIAL STATEMENTS OF DELIV-

ERY HERO SE
The management report of Delivery Hero SE and the group management report have been combined. The annual
financial statements of Delivery Hero SE were prepared in accordance with the German Commercial Code (Han-
delsgesetzbuch “HGB”).
Business Model
Delivery Hero SE (the ”Company” or “DH SE”), a European stock corporation, is the parent company of the Deliv-
ery Hero Group with its registered office at Oranienburger Strasse 70, 10117 Berlin, Germany.
Delivery Hero SE is the holding company of the Group’s subsidiaries that operate internet food ordering platforms
under various brand names, where users (orderers) of the online food ordering platform are referred in particular
to restaurants as well as other vendors and provided with on-demand delivery services. During 2021, the subsid-
iaries extended the service offerings by expansion of the quick commerce 18 operations and the launch of the
business model of Kitchens 19. The operating activities of the Company include the administration of participation
in other companies as well as the provision of general administrative-, marketing- and IT-related services and
financing to these direct and indirect participations.
The Company is represented by its Management Board, which also determines the corporate strategy of the
Group. In its capacity as a Group holding company, Delivery Hero SE maintains central functions including Group
Controlling, Group Accounting, Investor Relations, Risk Management, Internal Audit, Corporate taxes, Mergers
and Acquisitions, Treasury and Human Resources.
Situation
a) Result of operations
The result of operations of Delivery Hero SE is shown in the summarized income statement below:
Change
Revenue 241.5 146.7 94.8 64.6
Increase or decrease in finished and

0.2 0.3 –0.1
unfinished products and services -33.3
Other own work capitalized 17.0 17.5 –0.5 -2.9
Other operating income 818.4 114.3 704.1 >100
Material expenses –22.9 –13.6 –9.3 68.4
Personnel expenses –348.4 –225.3 –123.1 54.6

Depreciation, amortization and impairments –2,632.1 –640.3 –1,991.8 >100
Other operating expenses –678.4 –517.0 –161.4 31.2
Net interest result –19.1 3.9 –23.0 >100

Income from investments 0.0 0.4 –0.4 -100.0
Earnings before taxes (EBT) –2,623.8 –1,113.1 –1,510.7 >100
Taxes –63.4 37.1 –100.5 >100

Net profit/loss –2,687.2 –1,076.0 –1,611.1 >100
The increase in revenues in 2021 is mainly due to higher revenues from license and service agreements with
subsidiaries as a result of their growth. In 2021 personnel expenses of € 17.0 million (previous year: € 17,5 mil-
lion) have been capitalized for the development of new intangible assets.
Other operating income of the reporting period comprise € 121.5 million (previous year: € 63.5 million) charges
forwarded directly with the Group, which do not qualify as revenue and € 48.2 million (previous year: € 30.1 mil-
lion) of realized and unrealized foreign currency gains. The change compared to the previous year is mainly driven
by the income realized from the disposals of the Korean and Balkan businesses and from the sale of minority
interests in Rappi. In total, the company received € 508.5 million income from the disposal of interests. In addi-
tion, € 125.9 million (previous year: € 0.0 million) were recognized under intercompany loans and receivables as
the result of reversals because the reasons for the expected permanent impairment have ceased to exist. In
18
Quick commerce or q-commerce is the next generation of e-commerce, bringing small quantities of goods to customers almost instantly
whenever they need them.
19
Within the business model „Kitchens” kitchen spaces and expertise, including knowledge about the industrialization of kitchens and vir-
tual restaurant concepts, is provided to third-party providers.
39
2021, the write-ups relate to companies in South America (€ 32.9 million), Europe (€ 37.0 million), Asia (€ 1.4
million) and in the MENA region (€ 54.6 million).
The increase of material expenses of € 9.3 million compared to the previous year resulted mainly from restaurant
merchandise and equipment (rider equipment), which was centrally purchased as part of shared service center
functions for Group subsidiaries.
Personnel expenses rose by € 123.1 million in 2021 compared to the previous year. This is primarily attributable
to an increase in the number of staff and increased share-based compensation expenses (2021: € 125.5 million;
previous year: € 83.8 million).
Depreciation, amortization and impairments are split as follows:
Intangible assets 17.8 8.7
Property, plant and equipment 4.8 4.5

Shares in affiliated companies 1126.3 402.4
Loans to affiliated companies 744.5 167.2
Equity investments 599.9 12.1
Trade receivables 138.8 26.7
thereof against affiliated companies 137.8 23.8
Other assets (deal contingent option) 0.0 21.0
Total 2,632.1 642,6
In 2021, the impairment of shares in and loans to affiliated companies and receivables from affiliated companies
related to entities in South America (€ 196.3 million; previous year: € 394.9 million), Europe (€ 403.2 million;
previous year: € 62.9 Mio.), Asia 20 (€ 1,160.4 million; previous year: € 22.5 million) and the Middle East region
(€ 246.3 million; previous year: € 105.9 million). The discontinued Japanese business accounted for € 249.3 mil-
lion and the discontinued German business for € 20.8 million. Due to the share price development and the lower
market capitalization, additional risk premiums were taken into account in the valuation of the financial assets
in addition to the cost of capital. These market-based risk premiums are the main driver for the write-downs
made in the current fiscal year.
Further impairments of € 2.5 million were related to the shares and loans to the Canadian entity in the context
of its cease of operations. Write-downs on investments, other equity investments and securities relate to write-
downs made in respect of shares held in Just Eat Takeaway.com N.V. in the amount of € 581 million due to the
decline in the share price and in respect of a joint venture investment.
Other operating expenses increased by € 161.4 million to € 678.4 million, mainly due to a merger loss of € 227.7
million. The merger loss resulted from the mergers of Yemek Sepeti (Dubai) B.V., Food Delivery Holding 15. S.à
r.l. and Emerging Markets Online Food Delivery Holding S.à r.l.
Furthermore, the operating expense increase results from the provision for contingent losses in connection with
a written put option relating to shares of iFood joint venture in the amount of € 47.7 million. In addition, the
increase in other operating expenses is driven by the higher expenses for IT and licenses of € 52.9 million (previ-
ous year: € 38.5 million), expenses for servers of € 55.4 million (previous year: € 29.8 million) and consulting
services of € 55.7 million (previous year: € 29.9 million). This increase was partially offset by lower expenses from
currency translation amounting to € 53.9 million (previous year: € 147.2 million), mainly resulting from the trans-
lation of US dollar balances. In the previous year, the expenses resulting from measurement of derivatives and
hedging transactions relating to shares in Just Eat Takeaway.com N.V. ("collar transactions") in amount of € 166.0
million were realized. The increase resulted as well from a write-down of € 18.7 million in connection with the
deal contingent option, which expired unused in the financial year 2021.
Net interest income includes interest income mainly from loans to subsidiaries of € 84.8 million (previous year:
€ 67.8 million), and interest expenses of € 103.9 million (previous year: € 64.0 million), which mainly comprises
interest on convertible bonds and negative capital transfer fees for short-term cash investments. In addition,
interest expense includes the straight-line allocation of the discount on convertible bonds I, II and III recognized
20
For the purposes of regional presentation, write-downs relating to the German-based holding company Foodpanda GmbH were allocated
to the Asia region because this company primarily holds shares in companies operating in Asia
40
in prepaid expenses. The increase in interest income is mainly due to higher loans to subsidiaries. Interest ex-
pense increased compared to the previous year mainly due to the convertible bond III issued in the financial year.
The income tax expense of € 60.9 million (previous year: € 37.4 million) mainly resulted from a foreign capital
gains tax on the sale of the Korean business and from withholding taxes resulting from the supply of goods and
services to affiliated companies. In addition, tax expenses are recognized for current taxes in foreign jurisdictions
in which Delivery Hero SE is subject to tax as a shareholder.
Further, deferred tax income was recognized, mainly resulting from temporary differences, in particular from
currency translation effects, on loss carryforwards, and from the development of the discount recognized in con-
nection with the convertible bonds as a result of the recognition of deferred tax liabilities directly in equity.
The net loss for the year includes research and development expenses of € 191.5 million (previous year: € 91.7
million) in 2021. Whereas, the development costs of € 17.0 million (previous year: € 17.5 million) were capitalized
in 2021.
Mainly, the results of operations and thus the net income in 2021 are significantly influenced by the depreciation
and amortization recognized, the merger loss realized and the income from the sale of the Korean business.
b) Financial position
The following condensed cash flow statement (indirect method) shows the Company’s financial position:
Cash and cash equivalents at the beginning of the financial year 1,701.3 252.2
Cash flows from operating activities -459.9 –599.8
Cash flows from investing activities –2,699.1 –1,734.4
Cash flows from financing activities 2,472.1 3,825.1
Net change in cash and cash equivalents –686.9 1,490.9
Effect of movements in exchange rates on cash and cash equivalents 9.4 –41.8
Cash and cash equivalents at the end of the financial year 1,023.8 1,701.3
The cash flow from operating activities is mainly the result of usual business payments, for example, for person-
nel expenses, IT expenses and consulting services, which are only partially charged to the companies in the Group
on the basis of the Group-wide recharging concept.
Cash flow from investing activities mainly includes payments in connection with the Woowa transaction and cash
outflows in connection with the acquisition of the remaining shares in Hungry Holding ApS, Denmark, further
shares in the investment GLOVOAPP23 S.L., Spain, as part of a financing round, and the acquisition of minority
interests in Deliveroo PLC, United Kingdom, Gorillas Technologies GmbH, Germany, Facily Ltd., Cayman Islands,
and the intra-Group acquisition of shares in Barogo Co. Ltd, Korea. Also included are payments for the financing
of subsidiaries through capital increases and long-term loans. In total, payments for shares in affiliated compa-
nies amounted to € 2,426.7 million. This was mainly offset by positive cash flows from disposals of shares. The
sale of the shares in Delivery Hero Korea LLC, Korea, the sale of the Balkan companies and the sale of minority
interests had a total offsetting effect of € 601.2 million. In total, the Company made net payments of € 376.6
million for loans, € 328.2 million for securities and € 325.2 million for shares in other investments. In addition,
there was an offsetting effect from the U.S. dollar time deposits invested in the previous year and liquidated in
the fiscal year totaling € 409.4 million.
The positive cash flows from financing activities is characterized by proceeds from the placement of convertible
bonds in September 2021 totaling € 1,250.0 million and cash inflows of around € 1,237.0 million from a cash
capital increase in January 2021. In addition, this figure includes proceeds from the capital increases in the course
of the exercise of equity-settled stock options.
41
c) Net assets
Net assets are illustrated by the following condensed balance sheet:
DEC. 31, 2021 Dec. 31, 2020 Change
EUR million Share (%) EUR million Share (%) (%)

Assets
Non-current assets 9,778.2 81.4 5,173.6 66.0 89.0
Current assets 1,893.7 15.8 2,360.3 30.1 –19.8
Prepaid expenses 345.5 2.9 301.0 3.8 14.8
Total assets 12,017.4 7,834.9 53.4
Liabilities
Equity 5,766.7 48.0 2,923.8 37.3 97.2
Provisions 139.8 1.2 143.1 1.8 –2.3
Liabilities 6,075.1 50.6 4,728.4 60.4 28.5
Deferred income 0.7 0.0 0.9 0.0 –20.2
Deferred tax liabilities 35.1 0.3 38.7 0.5 –9.3
Total equity and liabilities 12,017.4 7,834.9 53.4
Delivery Hero SE's gross assets increased by 53.4 % in 2021. The increase mainly results from the convertible
bond placed in the fiscal year as well as from the cash and non-cash capital increases carried out in the fiscal
year. The cash received from the cash capital increase and the convertible bond issue was used by the Company
as part of its financing activities vis-à-vis its affiliated companies, through the acquisition of investments, and by
building up cash and cash equivalents.
Non-current assets as of December 31, 2021 mainly comprise shares in affiliated companies (€ 6,420 million,
previous year: € 1,946.8 million), investments (€ 611.6 million, previous year: € 513.7 million), loans to affiliated
companies (€ 1,019.9 million, previous year: € 1,246.3 million) and securities (€ 1,168.2 million, previous year: €
1,356.9 million). Due to the mergers, the shares of the merged companies were eliminated. In this connection,
there were additions to shares in affiliated companies amounting to € 618.7 million. Fixed assets increased mainly
as a result of the Woowa transaction. In total, this resulted in an addition of € 5,165.9 million.
Current assets as of December 31, 2021 mainly comprise cash and cash equivalents of € 1,023.8 million (previous
year: € 1,701.3 million) and receivables and other assets of € 873.1 million (previous year: € 653.9 million). The
increase in other assets results in particular from the delivery claims (expectant rights) received in the course of
the capital increase by contribution in kind in the amount of € 645.9 million, of which € 62 million were reclassi-
fied to shares in affiliated companies in the financial year due to prematurely exercised options. The increase
was offset by the fact that the option premium capitalized in the previous year in connection with a deal contin-
gent option in the amount of € 23.1 million expired unused in the financial year. Furthermore, fixed-term depos-
its in USD amounting to € 409.4 million were reported under other assets in the previous year.
Prepaid expenses include the unamortized discount amounts of € 319.8 million (previous year: € 284.9 million)
from the bonds issued in the previous year and in the financial year.
Equity increased to € 5,766.7 million as of December 31, 2021 (previous year: € 2,923.8 million) as a result of the
issuance of new shares in the course of the capital increase by contribution in kind in connection with the Woowa
transaction (€ 4,078.2 million) and the cash capital increase carried out in January 2021. The increase also re-
sulted from capital increases and additions to additional paid-in capital due to further vesting under the share-
based payment programs. In addition, equity increased due to the recognition of the implicit conversion premi-
ums from the convertible bonds placed in the fiscal year. The capital increases in the financial year resulted in a
significantly increased of equity ratio of 48.0 % (previous year: 37.3 %).
Provisions mainly comprise provisions for outstanding invoices (€ 29.8 million; previous year: € 44.9 million),
provisions for share-based payments (€ 8.5 million; previous year: € 13.6 million), other personnel provisions (€
5.1 million; previous year: € 4.9 million) and a provision for onerous contracts of € 47.7 million (previous year: €
5.5 million) in connection with the standstill position of a put option relating to a JV. In addition, the provisions
42
include obligations due to an antitrust investigation against DH Group in connection with a previous M&A trans-
action. The obligation recognized in the previous year relating to the deal contingent option in the amount of €
47.0 million was settled in the fiscal year after expiration of the option.
Liabilities as of December 31, 2021 (€ 6,075.1 million; previous year: € 4,728.3 million) mainly comprise repay-
ment obligations (including accrued interest) from the convertible bonds issued (€ 4,517.7 million; previous year:
€ 3,263.1 million) and loan liabilities from the collar transactions (€ 1,377.9 million; previous year: € 1,377.9
million).
d) Overall assessment
In summary, management considers the net assets and financial position to be positive; the earnings situation is
burdened by write-downs made in the financial year. The equity position was significantly strengthened. The
raising of additional cash and cash equivalents created the basis for further growth and the opportunity to
strengthen the subsidiaries in the operating area.
The result is a significant financial performance indicator of the company. The result in 2021 is significantly influ-
enced by write-downs on financial assets, which are mainly driven by lower stock market prices of the securities
held by the company and permanent impairments due to lower margin expectations. In addition, the result was
impacted by corporate transactions. The forecast from the previous year was not achieved, in particular due to
the write-downs on financial assets.
In fiscal 2022, the Company expects a significantly lower negative net result.
Berlin, April 27, 2022
Delivery Hero SE
The Management Board
Niklas Östberg Emmanuel Thomassin Pieter-Jan Vandepitte
F. OTHER DISCLOSURES
Corporate Governance
The Management Board and the Supervisory Board of Delivery Hero SE have issued the Declaration of Compli-
ance pursuant to Section 161 of the German Stock Corporation Act (AktG) (based on the German Corporate
Governance Code in the version dated December 16, 2019, published in the Federal Gazette on March 20, 2020),
which was published on the website of Delivery Hero SE in December 2021 (https://ir.deliveryhero.com/decla-
ration-of-compliance).
The Group Corporate Governance Statement according to Section 289f and Section 315d of the German Com-
mercial Code (HGB) is included in the section Corporate Governance of the 2021 Annual Report.
Takeover-Related Information Pursuant to Sections 289a and 315a of the German Commercial Code
(HGB)
Takeover-related information pursuant to Sections 289a and 315a of the German Commercial Code (HGB) pre-
sented in section Corporate Governance – Takeover-related disclosures and explanatory notes by the Manage-
ment Board of the 2021 Annual Report are incorporated by reference into this Combined Management Report.
We refer to the information at the end of this document.
Compensation Report Pursuant to Section 162 of German Stock Corporation Act (AktG)
The Compensation Report pursuant to Section 162 of the Stock Corporation Act (AktG) presented in the section
Corporate Governance – Compensation report of the 2021 Annual Report is incorporated by reference into this
43
Combined Management Report and published on the website of Delivery Hero SE (https://ir.delivery-
hero.com/compensation). We refer to the information at the end of this document.
Non-Financial Report
The combined separate Non-Financial Report of Delivery Hero SE and the Group prepared in accordance with
Sections 315b and c and 289b to e of the German Commercial Code (HGB) has been assured with limited assur-
ance by KPMG AG Wirtschaftsprüfungsgesellschaft. It is included in the Annual Report 2021 in the section sepa-
rate Non-Financial Report and published on the website of Delivery Hero SE (https://ir.deliveryhero.com/NFR).
Treasury shares
For information on the treasury shares held as of the reporting date in accordance with Section 160 (1) no. 2 of
the German Stock Corporation Act (AktG), we refer to the notes to the 2021 financial statements of Delivery Hero
SE, Section III. Notes to the individual balance sheet items – Equity, are published on the website of Delivery Hero
SE (https://ir.deliveryhero.com/reports).
TAKEOVER-RELATED DISCLOSURES AND EXPLANATORY NOTES BY THE MAN-

AGEMENT BOARD
This chapter contains the disclosures pursuant to Sections 289a sentence 1, 315a sentence 1 of the Commercial
Code together with the explanatory report of the Management Board pursuant to Section 176(1) sentence 1
German Stock Corporation Act [Aktiengesetz – AktG] in conjunction with Section 9(1) lit. C(ii) SE Regulation.
Composition of subscribed capital
At the end of the reporting period, the Company’s subscribed capital amounted to € 250,982,539.00 which was
subdivided into 250,982,539 no-par value registered shares.
There are no different share classes. The same rights and obligations are associated with all shares. Each share
grants one vote and determines the shareholder’s share in the profits. Shares held by the Company itself, which
do not grant the Company any rights in accordance with Section 71b AktG, are excluded.
Restrictions that concern voting rights or the transfer of shares
Restrictions on transfer
To the best understanding of the Management Board of the Company, the restrictions on transfer as stated by
the law on obligations are as follows:
− Overall 7,743,043 shares are held in escrow according to an escrow agreement executed in connection with
the agreement by the Company on the purchase of shares in, and the establishment of a joint venture in Sin-
gapore with the management of, Woowa Brothers Corp. The management of Woowa Brothers Corp. will be
entitled to receive the shares held in escrow over the course of two to four years after closing, which occurred
on March 4, 2021.
Persons who exercise managerial duties at Delivery Hero SE within the meaning of the Market Abuse Regulation
(EU) No. 596/2014 (“MAR”) must observe the closed periods (trading prohibitions) established by Article 19(11)
MAR.
Restrictions on voting rights
To the best knowledge Management Board of the Company, the restrictions on voting rights as stated by the law
on obligations are as follows:
− Pursuant to Sections 71b and 71d AktG, by the end of the reporting period, there were no voting rights with
respect to 57,052 shares in the Company.
− In accordance with Section 136 AktG, by the end of the reporting period, the members of the Management
Board were restricted in exercising their voting rights with respect to 1,054,697 shares in the Company held by
them.
There may be voting rights restrictions that arise further pursuant to the Stock Corporation Act, such as Section
136 AktG or capital market law provisions, in particular Sections 33 et seq. of the German Securities Trading Act
(Wertpapierhandelsgesetz – WpHG).
44
Shareholdings exceeding 10% of voting rights
At the end of the reporting period the following direct and indirect holdings in Delivery Hero SE existed, which
exceeded the threshold of 10% of the total voting rights 21 and which were notified to the Company by means of
a voting rights notification in accordance with Sections 33, 34 WpHG (Sections 32, 22 WpHG old version):
− Naspers Limited with its registered seat in Cape Town, South Africa through in particular MIH Food Holdings
B.V. (attributed)
In addition, at the end the reporting period, The Goldman Sachs Group Inc. with registered seat in Wilmington,
Delaware, United States of America (USA) notified the Company by means of a voting rights notification in ac-
cordance with Sections 38 (1) no. 1 and 2, 34 WpHG (Sections 25, 22 WpHG old version) of its indirect holdings
in Delivery Hero SE through instruments, which exceeded the threshold of 10%.
Further information on the shareholding listed above can be found in the disclosures on voting rights notifica-
tions in the relevant notes of the Delivery Hero SE 2021 Annual Financial Statement as well as the “Voting Rights
Notifications” section on the Company’s website at https://ir.deliveryhero.com/votingrights.
Shares with special rights conferring powers of control
There are no shares with special rights conferring powers of control.
Statutory requirements and provisions in the Articles of Association regarding the nomination and dis-
missal of members of the Management Board, and the amendment process of the Articles of Associa-
tion
In accordance with Section 7(1) of the Articles of Association, the Management Board consists of one or more
individuals. The number of individuals is determined by the Supervisory Board. The Management Board of Deliv-
ery Hero SE currently consists of three individuals. In accordance with Sections 9(1), 39(2), 46 SE Regulation,
Sections 84 and 85 AktG, and Sections 7(3),7(4) of the Articles of Association, the Supervisory Board appoints the
members of the Management Board for a maximum term of six years. Individuals may be reappointed. If multiple
individuals are appointed to the Management Board, the Supervisory Board may designate a Chair as well as a
Deputy Chair, pursuant to Section 7(2) of the Articles of Association. If an essential member of the Management
Board is absent, the court must, in urgent cases and at the request of an involved party, appoint another mem-
ber; see Section 85(1), sentence 1 AktG. If there is material cause to do so, the Supervisory Board may revoke
the appointment of the member of the Management Board as well as the designation as Chair of the Manage-
ment Board, see Sections 9(1), 39(2) SE Regulation and Section 84 (3), sentences 1 and 2 AktG.
Amendments to the Articles of Association are made by resolution of the General Meeting in accordance with
Section 20(2) of the Articles of Association, requiring, unless this conflicts with mandatory legal provisions, a
majority of two-thirds of the valid votes cast or, if at least one-half of the share capital is represented, a simple
majority of the valid votes cast. As far as the law requires, a capital majority in addition to a majority of votes for
resolutions of the General Meeting, a simple majority of the share capital represented at the time the resolution
is passed shall be sufficient to the extent that this is legally permissible. In accordance with Section 12(5) of the
Articles of Association, the Supervisory Board is authorized to make changes to the Articles of Association by
resolution, if such changes are only related to amendments in the wording.
Powers of the Management Board with respect to the possibility of issuing or buying back shares
The Management Board was originally authorized by resolution of the Annual General Meeting from June 9, 2017
(agenda item 2) to increase the registered capital of the Company until June 8, 2022, with the consent of the
Supervisory Board, by up to a total of € 8,961,523.00 with the issuance of up to 8,961,523 new no-par value
registered shares against contributions in cash (Authorized Capital/IV). The Authorized Capital/IV has been used
several times since the original authorization. The subscription rights of the shareholders are excluded. The Au-
thorized Capital/IV serves the fulfillment of acquisition rights (option rights) which have been granted or prom-
ised by the Company to current or former employees and managing directors of the Company and its affiliated
companies, members of the Supervisory Board of the Company and further beneficiaries who are or were acting
for the Company or its affiliated companies, in order to replace the hitherto existing virtual share program of the
Company with effect as of April 21, 2017. New shares with utilization of the Authorized Capital/IV may be issued
only for this purpose. By the end of the reporting period, the Authorized Capital/IV still amounted to €
3,230,801.00 after partial utilization.
21
The information shown here takes into account the most recent notifications of voting rights received by the Company at the end of the
reporting period. These notifications of voting rights may not take into account capital increases that have already taken place.
45
The Management Board was originally authorized by resolution of the Annual General Meeting of June 16, 2021
(agenda item 7) to increase the share capital of the Company until June 15, 2026, with the consent of the Super-
visory Board, once or repeatedly, by up to a total of € 13,725,505.00 with the issuance of up to 13,725,505 new
no-par value registered shares against contributions in cash and/or in-kind contributions (Authorized Capital/VII).
The subscription rights of the shareholders are only excluded in certain cases, amongst others, upon issuance of
up to 2,958,563 new shares as part of a long-term incentive program to members of the Management Board and
employees of the Company and to members of management bodies or employees of companies affiliated with
the Company, and can only be excluded by the Management Board, with the consent of the Supervisory Board.
The Management Board is authorized to determine any further details of the capital increase and its consumma-
tion, subject to the consent of the Supervisory Board; this also includes the determination of the profit partici-
pation of the new shares, which may, in deviation of Section 60 (2) AktG, entail profit participation rights from
the beginning of the financial year preceding their issue if, at the time of issue of the new shares, the Annual
General Meeting has not yet adopted a resolution on the profit participation for that financial year. By the end
of the reporting period, the Authorized Capital/VII still amounted to € 12,939,704.00 after partial utilization. On
December 31, 2021 the Management Board, with the consent of the Supervisory Board, resolved to reserve
4,326,885 shares of the Authorized Capital/VII, in connection with an agreement of the Company to acquire
approximately 39.4% of the shares in Glovoapp S.L. 23.
The Management Board is authorized by resolution of the Annual General Meeting of June 18, 2020 (agenda
item 7) to increase the share capital of the Company until June 17, 2025, with the consent of the Supervisory
Board, once or repeatedly, by up to a total of € 20,000,000.00 with the issuance of up to 20,000,000 new no-par
value registered shares against contributions in cash and/or in kind (Authorized Capital 2020/I). The subscription
rights of the shareholders are only excluded in certain cases and can only be excluded by the Management Board
with the consent of the Supervisory Board. The Management Board is authorized to determine any further details
of the capital increase and its consummation, subject to the consent of the Supervisory Board; this also includes
the determination of the profit participation of the new shares, which may, in deviation from Section 60 (2) AktG,
also participate in the profit of completed financial years. Shares which are issued to members of the Manage-
ment Board and employees of the Company, as well as to members of the corporate bodies and employees of
affiliated companies of the Company within the meaning of Sections 15 et seqq. AktG, shall have in each case a
full profit participation for the financial year in which they are issued. On December 31, 2021, the Management
Board, with the consent of the Supervisory Board, resolved to reserve 14,456,910 shares of Authorized Capital
2020/I, in connection with an agreement of the Company to acquire approximately 39.4% of the shares in
Glovoapp S.L. 23.
The Management Board was originally authorized by resolution of the Annual General Meeting on June 18, 2020
no-par value registered shares against contributions in cash and/or non-cash contributions (Authorized Capital
2020/II). The Authorized Capital 2020/II has been partially utilized since the original authorization. The subscrip-
tion rights of the shareholders are only excluded in certain cases and can only be excluded by the Management
Board with the consent of the Supervisory Board. The Management Board is authorized to determine any further
details of the capital increase and its consummation, subject to the consent of the Supervisory Board; this also
includes the determination of the profit participation of the new shares, which may, in deviation from Section
60 (2) AktG, also participate in the profit of completed financial years. Shares which are issued to members of
the Management Board and employees of the Company, as well as to members of the corporate bodies and
employees of affiliated companies of the Company within the meaning of Sections 15 et seqq. AktG, shall have
in each case a full profit participation for the financial year in which they are issued. By the end of the reporting
period, the Authorized Capital 2020/II still amounted to € 8,644,772.00 after partial utilization
The Management Board is authorized by resolution of the Annual General Meeting on June 16, 2021 (agenda
value registered shares against contributions in cash and/or in kind (Authorized Capital 2021). The subscription
rights of the shareholders can be excluded by the Management Board with the consent of the Supervisory Board
only for the purposes of granting shares to employees of the Company and to members of the management
bodies and employees of companies affiliated with the Company within the meaning of Sections 15 et seq. AktG.
pation of the new shares, which may, in deviation from Section 60 (2) AktG, also participate in the profit of
completed financial years.
In accordance with authorization by the Annual General Meeting (formerly Delivery Hero AG) of June 13, 2017
(agenda item 4, lit. a)), the share capital of the Company is conditionally increased by € 3,485,000.00 with the
issuance of up to 3,485,000 new no-par value registered shares of the Company with a nominal amount of the
registered share capital of € 1.00 per share (Conditional Capital 2017/II). The conditional capital 2017/II serves
to secure subscription rights from Stock Options issued by the Company under the authorization of the Annual
General Meeting of June 13, 2017 until June 30, 2020 to members of the Management Board of the Company,
members of managing corporate bodies of affiliated companies as well as selected executives and employees of
the Company or affiliated companies in Germany and abroad. The new shares will be entitled to profit participa-
46
tion from the beginning of the financial year for which, at the time the subscription right is exercised, no resolu-
tion has yet been passed by the Annual General Meeting on the appropriation of the net income. The Manage-
ment Board of the Company or, to the extent members of the Management Board are affected, the Supervisory
Board of the Company, is authorized to determine the further details of the conditional capital increase and its
consummation.
In accordance with authorization by the Annual General Meeting of June 16, 2021 (agenda item 8) the share
capital of the Company is conditionally increased by up to € 47,219,560.00 with the issuance of up to
47,219,560 new no-par value registered shares of the Company with a nominal amount of the registered share
capital of € 1.00 per share (Conditional Capital 2019/I). The conditional capital increase is tied to the granting of
shares on the exercise of conversion or option rights or the fulfillment of conversion or option obligations to the
holders or creditors of convertible bonds, warrant bonds, profit participation rights and/or income bonds (or a
combination of these instruments), issued by the Company on the basis of the authorizing resolution of the An-
nual General Meeting of June 12, 2019, until June 11, 2024, in each case at conversion or option price to be
determined. The new shares participate in profits from the beginning of the financial year in which they are
created and for all subsequent financial years. In deviation hereof, the Management Board can, insofar as legally
permissible, and with the approval of the Supervisory Board, determine that the new shares participate in profits
from the beginning of the financial year for which, at the time of either the exercise of the conversion or option
rights, or the fulfillment of conversion or option obligations, or the granting of shares in lieu of cash amounts
due, no resolution has yet been passed by the Annual General Meeting on the appropriation of net income. The
Management Board is authorized to determine the further details of the consummation of the conditional capital
increase. On January 15, 2020, the Management Board resolved upon the placement by the Company – partially
utilizing the authorization by the Annual General Meeting of the Company of June 12, 2019 against contribution
in cash, of two tranches of convertible bonds in the principle aggregate amount of € 1,750,000,000.00, with
conversion rights to new shares of the Company from the Conditional Capital 2019/I. No conversion rights have
been exercised as of the end of the reporting period.
In accordance with authorization by the Annual General Meeting of June 12, 2019 (agenda item 11), the share
capital of the Company is conditionally increased by € 3,000,000.00 with the issuance of up to 3,000,000 new no-
par value registered shares of the Company with a nominal amount of the registered share capital of € 1.00 per
share (Conditional Capital 2019/II). The Conditional Capital 2019/II serves exclusively to secure subscription
rights from stock options issued by the Company on the basis of the authorizing resolution of the Annual General
Meeting from June 12, 2019, until June 30, 2022, to members of the Management Board of the Company, mem-
bers of managing corporate bodies of affiliated companies as well as selected executives and employees of the
Company or affiliated companies in Germany and abroad. The new shares will be entitled to profit participation
from the beginning of the financial year for which, at the time of the exercise of the subscription right, no reso-
lution has yet been passed by the Annual General Meeting on the appropriation of net income. The Management
Board of the Company or, to the extent members of the Management Board are affected, the Supervisory Board
of the Company, is authorized to determine the further details of the conditional capital increase and its con-
summation.
capital of the Company is conditionally increased by € 20,000,000.00 with the issuance of 20,000,000 new no-
share (Conditional Capital 2020/I). The Conditional Capital 2020/I serves the granting of shares on the exercise
of conversion or option rights or the fulfillment of conversion or option obligations to the holders or creditors of
convertible bonds, warrant bonds, profit participation rights and/or income bonds (or a combination of these
instruments), issued on the basis of the authorizing resolution of the Annual General Meeting of June 18, 2020
until June 17, 2025, in each case at a conversion or option price to be determined. The new shares participate in
profits from the beginning of the financial year in which they are created and for all subsequent financial years.
In deviation hereof, the Management Board can, insofar as legally permissible, and with the approval of the
Supervisory Board, determine that the new shares participate in profits from the beginning of the financial year
for which at the time of either the exercise of the conversion or option rights, or the fulfillment of conversion or
option obligations, or the granting of shares in lieu of cash amounts due, no resolution of the Annual General
Meeting has yet been passed on the appropriation of net income. The Management Board is authorized to de-
termine the further details of the consummation of the conditional capital increase. On July 7, 2020, the Man-
agement Board, with the consent of the Supervisory Board, resolved upon the placement by the Company –
partially utilizing the authorization by the Annual General Meeting of the Company of June 18, 2020 -, against
contribution in cash, of two tranches of convertible bonds in the principle aggregate amount of €
1,500,000,000.00, with conversion rights to new shares of the Company from the Conditional Capital 2020/I. No
conversion rights have been exercised as of the end of the reporting period.
capital of the Company is conditionally increased by € 14,000,000.00 by issuing up to 14,000,000 new no-par
value registered shares of the Company with a nominal amount of the registered share capital of € 1.00 per share
(Conditional Capital 2021/I). The Conditional Capital 2021/I serves the granting of shares on the exercise of con-
version or option rights or the fulfillment of conversion or option obligations to the holders or creditors of con-
vertible bonds, warrant bonds, profit participation rights and/or income bonds (or a combination of these instru-
ments), issued on the basis of the authorizing resolution from June 16, 2021, until June 15, 2026, in each case at
a conversion or option price to be determined. The new shares participate in profits from the beginning of the
47
financial year in which they are created and for all subsequent financial years. In deviation hereof, the Manage-
ment Board can, insofar as legally permissible, and with the approval of the Supervisory Board, determine that
the new shares participate in profits from the beginning of the financial year for which at the time of either the
exercise of the conversion or option rights, or the fulfillment of conversion or option obligations, or the granting
of shares in lieu of cash amounts due, no resolution of the Annual General Meeting has yet been passed on the
appropriation of net income. The Management Board is authorized to determine the further details of the con-
summation of the conditional capital increase. On September 2, 2021, the Management Board, with the consent
of the Supervisory Board, resolved upon the placement by the Company against contribution in cash, of two
tranches of convertible bonds in the principle aggregate amount of € 1,250,000,000.00, with conversion rights
to new shares of the Company from the Conditional Capital 2021/I. No conversion rights have been exercised as
of the end of the reporting period.
capital of the Company is conditionally increased by € 5,020,000.00 by issuing up to 5,020,000 new no-par value
registered shares of the Company with a nominal amount of the registered share capital of € 1.00 per share
(Conditional Capital 2021/II). The Conditional Capital 2021/II serves exclusively to secure subscription rights from
stock options issued by the Company on the basis of the authorizing resolution from June 16, 2021, until June
15, 2026, to members of the Management Board of the Company, members of managing corporate bodies of
affiliated companies as well as selected executives and employees of the Company or affiliated companies in
Germany and abroad. The new shares will be entitled to profit participation from the beginning of the financial
year for which, at the time of the exercise of the subscription right, no resolution has yet been passed by the
Annual General Meeting on the appropriation of net income. The Management Board of the Company or, to the
extent members of the Management Board are affected, the Supervisory Board of the Company, is authorized
to determine the further details of the conditional capital increase and its consummation.
The complete version of these authorizations is set out in the Company's Articles of Association. The current
version of the Articles of Association of the Company is available in the sub-section "Articles of Association" on
the Company's website at https://ir.deliveryhero.com/articles-of-association.
In accordance with authorization by the Annual General Meeting of June 16, 2021 (agenda item 11), the Man-
agement Board is authorized, with the consent of the Supervisory Board, to acquire up to 5% of the Company’s
own shares existing at the time of the resolution – also with the use of equity derivatives or - if this value is lower
- the Company’s share capital existing at the time of the exercise of the authorization until June 15, 2026. This
authorization may be exercised once or several times, in whole or in partial amounts, in pursuit of one or several
purposes by the Company, but also by group companies or third parties for the account of the Company or group
companies. The authorization may not be used for the purpose of trading in the Company treasury shares.
Material company agreements that are subject to the condition of a change of control resulting from a
takeover bid and subsequent effects
The following material agreements of the Company exist which are subject to a change of control following a
takeover bid:
The Company is party to three substantial software license contracts, which are subject to a change of control
clause. One of them contains an automatic termination of a service component and two provide the supplier
with the right to terminate in the event of an acquisition by a direct competitor (one of them having a twelve-
month notice applicable to the termination. Furthermore, the Company is party to four substantial lease con-
tracts, which contain a common consent requirement for the transfer of the lease agreement in case of a sale of
the business.
Furthermore, the terms and conditions of the convertible bonds the Company has issued are subject to a change
of control clause resulting from a takeover bid. In such an event, the terms and conditions of the convertible
bonds provide for the right of each bondholder to submit a conversion notice for any of its bonds, that have not
yet been converted or redeemed, at an adjusted conversion price, conditional upon the occurrence of an ac-
ceptance event.
The Company has adopted an employee share purchase plan in order to enable employees to purchase shares
of the Company and benefit from free matching shares. In the event of a change of control, the right to the
matching shares will become due, pro-rated for the number of days of employment of each beneficiary, during
the vesting period.
Compensation agreements concluded by the company with members of the Management Board or em-
ployees for the event of a takeover bid
In the event of a change of control, members of the Management Board are entitled to resign from their position
within three months of the date of the change of control, subject to a notice period of three months from the
end of a calendar month. Resignation from the Management Board becoming effective results in the termination
of the respective Board member's contract of employment.
48
In the case of resignation from office following a change of control, the Management Board member Emmanuel
Thomassin is entitled to compensation in the amount of two year’s compensation, provided that the payment
does not compensate more than the remaining term of the Service Agreement (CoC-Cap). In the case of resigna-
tion from office following a change of control, any incentive instruments held by Management Board members
Niklas Östberg, Emmanuel Thomassin and Pieter-Jan Vandepitte (e.g. convertible bonds, shares issued under a
long term incentive program, stock options and any other similar direct or indirect participations in the Company,
granted as compensation) becomes fully vested, irrespective of the vesting periods or cliff provisions which are
applicable to the respective incentive instrument or will be immediately allocated in accordance with the respec-
tive program provisions. In the case of Emmanuel Thomassin the CoC-Cap is also applicable in this respect. The
employment contracts for each of the Management Board members provide for compensation in lieu of vacation
in the event of resignation from office following a change of control.
The employment contracts of members of the Management Board do not provide for any other compensation
in the event of their termination of the employment due to a change of control.
There are no similar compensation agreements with other Company employees.
COMPENSATION REPORT 2021
A. PREAMBLE
The following compensation report complies with the requirements of the German Stock Corporation Act (Ak-
tiengesetz – AktG), especially Section 162 AktG, and also takes the principles, recommendations and suggestions
of the German Corporate Governance Code (Deutscher Corporate Governance Kodex – GCGC) in its version as of
December 16, 2019, published in the Federal Gazette on March 20, 2020, as well as investor’s expectations into
account. The basic features of the compensation system for Management and Supervisory Board members are
described, and information is provided with respect to the compensation awarded and due to the members of
the Management Board and the Supervisory Board of Delivery Hero SE in 2021. Delivery Hero SE (the “Company”)
and its consolidated subsidiaries together form the Delivery Hero Group (the “Group”).
The compensation report was audited by KPMG AG Wirtschaftsprüfungsgesellschaft („KPMG“) in accordance

with the legal requirements of Section 162 (3) AktG. Pursuant to Section 120a (4) AktG, the Annual General
Meeting will vote on June 16, 2022 on the audited compensation report. Following the vote on the audited com-
pensation report, the compensation report as well as the report on the respective audit are also published on
the Company’s website https://ir.deliveryhero.com/compensation. Additionally, the compensation report can
be found on the Company's website at https://ir.deliveryhero.com/agm as soon as the Annual General Meeting
2022 is convened.
B. HIGHLIGHTS OF FINANCIAL YEAR 2021
In financial year 2021, the economic improvements still depended on the impact from COVID-19 and the decline
on a global scale as well as the economic policy actions in respective countries. During the pandemic, the global
food delivery industry grew faster than originally expected. Delivery Hero SE continued to undertake a long list
of measures, helping businesses reach customers even when inhouse dining was prohibited. Delivery Hero SE
also supported campaigns to drive traffic to restaurants, waived onboarding fees and optimized the billing cycle
to further increase the frequency of payment.
Delivery Hero SE also accelerated the investments in the area of quick commerce – particularly via dark stores
(“Dmarts”) of which a significant number were opened during financial year 2021. The concept of quick last-mile
delivery services for convenience and grocery items continues to be a key strategic initiative for the business,
capitalizing on the extensive investments the Group has made in logistics and technology for first and last-mile
delivery.
To further manage the increasing business complexity, Delivery Hero SE’s Management Board was expanded
from two to three members during financial year 2021. Effective as of May 3, 2021, the Supervisory Board ap-
pointed Pieter-Jan Vandepitte as Chief Operating Officer as the third Management Board member. Pieter-Jan
Vandepitte is responsible for the international markets, sales, customer care and business intelligence. Niklas
Östberg (CEO) and Emmanuel Thomassin (CFO) remain on the Management Board.
Taking into account the Act on the Implementation of the Second Shareholders' Rights Directive (ARUG II) and
the revised GCGC in the version as of December 16, 2019, the Supervisory Board resolved changes to the com-
pensation system for Management Board members and submitted the compensation system to the Annual Gen-
eral Meeting on June 16, 2021 under agenda item 5 for approval. The Annual General Meeting approved the
compensation system for Management Board members by a majority of 86.36%.
49
In accordance with the statutory requirements, the Supervisory Board will apply the new 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. However, with the exception of the maximum compensation, the com-
ponents of the new compensation system will also be applied to the currently existing Management Board ser-
vice agreements as of January 1, 2022.
Besides the changes in the Management Board compensation system, the Supervisory Board proposed changes
to the compensation for Supervisory Board members. The new compensation of the Supervisory Board was sub-
mitted to the Annual General Meeting on June 16, 2021 under agenda item 6 for approval. The Annual General
Meeting approved the new compensation for Supervisory Board members by a majority of 99.79%.
C. SUMMARY OF THE COMPENSATION SYSTEM OF THE MANAGEMENT BOARD
The compensation system for the financial year 2021 as well as the new compensation system starting with
financial year 2022 of the Management Board of Delivery Hero SE can be summarized as follows:
50
D. BASIC PRINCIPLES OF THE COMPENSATION SYSTEM OF THE MANAGEMENT BOARD
Basic principles
The overarching objectives of the Management Board compensation system of the Company are to set market
oriented incentives for sustainable growth, for increasing shareholder value and to ensure maximum transpar-
ency. The compensation incentives for the members of the Management Board are intended to encourage the
sustainable, long-term development of the Company, to promote the corporate strategy, and ultimately to in-
crease the value of the Company. In the course of continuous development, added value shall be created - for
shareholders, for employees, for customers and for the Company itself. As a Company with a pronounced entre-
preneurial culture, there shall be a strong performance approach, shareholder value shall be in the focus, and
the long-term incentive system shall apply uniformly to members of the Management Board as well as other
employees. By means of a highly pronounced variable compensation component compared to the low fixed com-
pensation, a very strong alignment with investor’s interests is achieved and the implementation of an entrepre-
neurial culture is placed in the center of focus.
Appropriateness of the compensation
The Supervisory Board adopts the compensation system for Management Board members as proposed by the
Remuneration Committee. The compensation system and the appropriateness of the total compensation as well
as the individual compensation components are regularly reviewed and, if necessary, adjusted. Thereby, the
Supervisory Board takes into account the requirements of the AktG and the recommendations and suggestions
of the GCGC.
Criteria for the appropriateness of the compensation are the duties of the individual Management Board mem-
ber, personal performance as well as the economic situation and future prospects of Delivery Hero SE. In addi-
tion, the Supervisory Board pays particular attention that the compensation of the members of the Management
Board is competitive but appropriate and does not exceed common market compensation levels. The assessment
of the compensation's accordance with common market compensation levels is made both in comparison to
other companies (horizontal assessment) and within Delivery Hero SE on the basis of the ratio of the compensa-
tion of the Management Board to the compensation of the upper management and the workforce as a whole
(vertical assessment).
In its last review of the appropriateness of the compensation level and structure, the Supervisory Board of Deliv-
ery Hero SE was assisted by independent external compensation experts. In terms of size and origin, the Super-
visory Board defined the DAX and MDAX companies as a suitable peer group for the horizontal assessment.
Thereby, the economic situation and future prospects of Delivery Hero SE were considered on the basis of the
size criteria revenue, employees and market capitalization. For the purpose of the vertical assessment, the com-
pensation of the Management Board of Delivery Hero SE was compared with the compensation of the two levels
below the Management Board of the Company (“Upper Management”) as well as with the average compensa-
tion of the employees of Delivery Hero SE in Germany, also in the development over time.
51
Structure of the total target compensation
The current compensation system for Management Board members consists of two main components: the non-
performance-based fixed compensation and the performance-based variable compensation component. The
fixed compensation components comprise the base salary and fringe benefits, but explicitly do not comprise any
company pension scheme (pension commitments). The variable compensation consists of a long-term variable
compensation component ("Long-Term Incentive Plan" or "LTIP") and a short-term variable compensation com-
ponent (“Short-Term Incentive” or “STI”).
The base salary represents 5% to 30% of the total target compensation (as the sum of fixed and variable com-
pensation) of a member of the Management Board, while the fringe benefits represent 0% to 5%. The additional
short-term incentive, starting with financial year 2022, will represent roughly up to 5% of the total target com-
pensation, while the LTIP's proportion of the total target compensation ranges from 60% to 90%.
Total target compensation in financial year 2021
The following table shows the contractually agreed total target compensation for each member of the Manage-
ment Board for financial year 2021 and the previous financial year 2020. Fringe benefits represent expenses in
the respective financial year.
E. APPLICATION OF THE COMPENSATION SYSTEM OF THE MANAGEMENT BOARD IN 2021
Non-performance-based compensation
a) Base salary
The annual base salary of the Management Board members is paid out in twelve equal monthly installments.
52
b) Fringe benefits
In addition to reimbursement of travel expenses and other business-related expenses, the Management Board
members received monthly contributions to their health and nursing care insurance as provided by law. There
are no pension commitments or retirement benefit agreements.
Management Board members receive accident insurance with coverage of € 350,000 in the event of death and
€ 800,000 in the event of disability. Additionally, the Company assumes the costs of a preventive medical exam-
ination every two years.
In addition, Niklas Östberg has been granted a personal budget of € 25,000, which, subject to presentation of
receipts, covers the costs of commuting between his place of residence and place of work.
All members of the Management Board are insured against the risk to be held liable for financial losses in per-
forming their services through a D&O insurance policy taken out at Delivery Hero's expense with a deductible of
10% of the loss, up to one-and-a-half times the annual base salary, in accordance with the provisions of the AktG.
The contributions to the D&O insurance are not included in the fringe benefits.
Performance-based compensation
a) Long-Term Incentive Plan until 2018
The performance-based compensation until 2018 consisted of the Stock Option Program 2017 (also „SOP 2017“
or „DH SOP“), which was launched after the initial public offering (IPO) in 2017.
Under the SOP 2017, the beneficiaries received (virtual) share option rights that have an individual exercise price
which depends on the date on which those rights were granted. The vesting period of the granted Stock Options
is four years. In part, the granted Stock Options can be exercised after the first two years of the vesting period
(“cliff”). All other Stock Options vest during the remaining two years of the vesting period. The Stock Options
have to be exercised two years after the end of the four-year vesting period at the latest. The exercise requires
a share price higher than the exercise price at the exercise date. In lieu of equity settlement, the Company re-
serves the right to cash settle the vested Stock Options; however, the Company aims for equity settlement. In
case of cash settlement the beneficiary receives for each option right an amount equal to the difference between
the share price at the time of exercise and the exercise price. Option rights can only be exercised during the
exercise windows specified by the Company. It was not permitted to exercise Stock Options during the first year
after the IPO.
b) Long-Term Incentive Plan since 2018

Since 2018, the performance-based compensation for the members of the Management Board consists of a stock
option plan (Long-Term Incentive Plan, "LTIP") that is settled in shares. The fact that the largest proportion of the
total target compensation consists of the LTIP ensures a strong alignment with the corporate strategy in the form
of sustainable corporate growth. The compensation system has a steep yet balanced risk-reward profile. The risk
of a total loss of the long-term compensation at a comparatively low non-performance-based base salary is bal-
anced at the same time by the absence of a cap on the increase in value inherent in the Stock Options. By this, a
high degree of harmonization between the interests of the shareholders and those of the Management Board is
achieved.
General conditions
For the concrete implementation of the LTIP, a specific target amount in euro is contractually agreed with each
member of the Management Board, in the amount of which (virtual) options on shares in Delivery Hero SE are
granted annually ("Stock Options"). The appropriateness of the annual target amount for the LTIP is reviewed
annually and adjusted if necessary. In the event of extraordinary, unforeseeable developments, the Supervisory
Board can set a cap in accordance with Section 87 para. (1) sent. 3 AktG to ensure the appropriateness of the
compensation.
To calculate the number of (virtual) Stock Options granted to each member of the Management Board in financial
year, the annual target amount in euro is divided by the fair market value of a Stock Option ("FMV") at the
respective grant date.
The FMV depends on future events in connection with the development of the Company's share price and the
revenue growth target (see below). In order to derive the FMV of a Stock Option at the grant date, the future
development of both the Company's share price and the Group's total revenue (as a basis for the revenue growth
target) at a future date are simulated on a financial-mathematical basis.
The number of Stock Options thus determined is blocked for a period of four years from the grant date (“waiting
period”). After expiration of the four-year waiting period, an exercise period of two years applies (“exercise pe-
riod”).
53
Exercisability and performance target
The exercisability of the Stock Options after the four-year waiting period depends on the achievement of a per-
formance target. The performance target is derived from the corporate strategy. It is defined as a compound
annual growth rate ("CAGR") of revenue of the Group over the performance period.
If this performance target is not achieved, the Stock Options dependent on the performance target are forfeited
without substitute or compensation. The Supervisory Board regularly reviews the ambitiousness of the perfor-
mance condition and will adjust it for future tranches if necessary.
The performance period of a total of four years starts one year before the respective grant date of the Stock
Options and lasts for three further years from the grant date.
The Stock Options under the LTIP can also only be exercised during the exercise windows specified by the Com-
pany. In the two-year exercise period following the expiration of the waiting period, there are two to four exer-
cise windows each year. The exercise price per Stock Option corresponds to the volume-weighted three-months
average price of Delivery Hero SE shares in the XETRA trading system of the Frankfurt Stock Exchange (or any
successor system) within the three months immediately preceding the grant date, but at least to the statutory
minimum issue amount of € 1.00 pursuant to Section 9 para. (1) AktG.
The share price at which the Stock Options can be exercised is not capped in order to support a strong alignment
with the interests of the shareholders. Because of equity settlement, the absence of a cap on the share price
imposes no additional risks or costs on the Company.
Target achievement in financial year 2021
In financial year 2021, the exercise period of the SOP 2017 has started. Furthermore, the waiting period of the
tranche 2018 and the performance period of the tranche 2019 of the LTIP 2018 have ended. The following figure
illustrates the outstanding tranches of the SOP and LTIP including the respective performance period, waiting
period and exercise period:
54
For the tranche 2018, whose waiting period ended after the end of financial year 2021, the Supervisory Board
set before the beginning of the performance period a CAGR of revenue of at least 20% over the performance
period as performance target. As the CAGR of revenue was at least 20% over the performance period for financial
years 2017-2020, the Stock Options can be excercised completely within the subsequent two-years exercise pe-
riod starting in financial year 2022.
For the tranche 2019, the performance period ended with financial year 2021. The waiting period will end after
the end of financial year 2022. The Supervisory Board set the same performance target for the tranche 2019 as
for the tranche 2018, i.e. a CAGR of revenue of at least 20% over the performance period. The CAGR of revenue
was also at least 20% over the performance period for financial years 2018-2021. Therefore, the Stock Options
from the tranche 2019 can also be exercised completely after the end of the waiting period at the beginning of
the exercise period in financial year 2023.
The following table shows the revenue growth and the CAGR for the tranche 2019, whose performance period
has ended in financial year 2021 as well as for the other granted tranches under the LTIP:
The performance target is achieved if the average CAGR (compound annual growth rate) of the revenue on a like-for-like basis as published in the
1
trading updates amounts to at least 20%.
c) Overview of granted and exercised Stock Options

In financial year 2021, the tranche 2021 of the LTIP was granted to the members of the Management Board. For
Niklas Östberg, (virtual) Stock Options in the amount of € 4.0 million were granted under the LTIP. Emmanuel
Thomassin and Pieter-Jan Vandepitte were granted (virtual) Stock Options in the amount of € 1.85 million. The
(virtual) Stock Options granted in 2021 can be exercised in financial year 2025 at the earliest.
During financial year 2021, no Stock Options previously granted in connection with Management Board activities
were exercised by Niklas Östberg. Emmanuel Thomassin has exercised in financial year 2021 in total 120,000
Stock Options, which have an intrinsic value (difference between the share price at exercise date and the exercise
price, multiplied by the number of exercised Stock Options) of € 11.2 million. As part of this transaction, 65,870
shares of the Stock Options exercised were sold to cover the cost of exercising the Stock Options (and taxes) and
to hold 54,130 shares.
55
The following table shows the number of Stock Options granted to and exercised by the members of the Man-
agement Board in financial year 2021 as well as the outstanding Stock Options including the main conditions for
the exercise of the rights:
1
In part, the granted Stock Options of the SOP 2017 could be exercised after the first two years of the waiting period.
1
The performance target can either be reached (100%) or missed (0%).
2
The intrinsic value of an exercised option reflects the final value of a stock option as the difference between the share price at exercise date and the exercise
price, multiplied by the number of exercised Stock Options.
56
Payments in the event of termination of the agreement

Payments in the event of death
In the event of death of a member of the Management Board prior to the end of the term of the service agree-
ment, the respective spouse of the deceased member of the Management Board is entitled to receive the undi-
minished compensation for the month of death and the following six months, but no longer than until the end
of the original term of the service agreement.
Payments in the event of termination of the agreement or temporary incapacity to work
If the service agreement with a member of the Management Board ends because of removal, resignation from
office or a mutual termination agreement, the members of the Management Board are entitled to a severance
payment that complies with the recommendations of the GCGC. However, this does not apply in the event that
the service agreement is terminated by the Company in accordance with Section 626 German Civil Code (BGB)
for good cause for which the Management Board member is responsible, or in the event that the service agree-
ment is terminated by the Management Board member without good cause under Section 626 BGB. The sever-
ance payment may not exceed the amount of two years' total compensation and may not exceed the compen-
sation for the remaining term of the agreement (severance payment cap).
In the event of a change of control, the Management Board member has the right to resign from office with three
months' notice. At this time, the service agreement also ends. The Management Board service agreements each
provide for a post-contractual non-competition clause for two years. For the duration of the non-competition
clause, the respective Management Board member is entitled to compensation amounting to 50% of his last
contractually received compensation. Other compensation earned during the term of the non-compete period
will be offset with compensation for the non-compete obligation to the extent that the total of the compensation
for the non-compete obligation and the other compensation would exceed the compensation lastly received
according to the contract.
In the event of early termination of Management Board services before the applicable performance period of a
current SOP tranche ends, the SOPs expire without substitute or compensation in the following cases:
− Revocation of the appointment for good cause,

− Revocation of the appointment without good cause in the first year of the first contractual four-year commit-
ment,
− The Management Board member’s resignation from office in the first two years of any contractual commitment
or
− Termination of Management Board services as bad leaver.
Otherwise the Management Board members are entitled to the already non-forfeitable SOP at the normal end
of the waiting period. A deviation from this occurs if a Management Board member steps down or is removed
from the Management Board in the course of a change of control. In this case, all SOPs granted under the LTIP
shall become fully vested, irrespective of the vesting periods or cliff provisions and will be immediately allocated.
After the expiry of the waiting period, the Management Board members are then entitled to exercise the SOPs.
In the event of a temporary incapacity to work because of illness, accident or other reason for which the Man-
agement Board member is not at fault, the member continues to receive their unreduced compensation for six
months, but no longer than as the term of their employment. Emmanuel Thomassin is entitled to receive a pay-
ment of 80% of his compensation, for another six months, but no longer than the term of his employment.
Benefits from third parties

The members of the Management Board did not receive benefits from third parties.
F. COMPENSATION OF THE MANAGEMENT BOARD IN 2021
Management Board members’ compensation

Regarding the new regulatory requirements according to Section 162 para. (1) AktG, the compensation awarded
and due has to be reported individualized for the members of the Management Board. The following figure illus-
trates the disclosure of the compensation components awarded and due to the members of the Management
Board. The non-performance-based compensation, i.e. the base salary paid out and the expenses of the fringe
benefits in financial year 2021, are disclosed in the table “Total compensation of the Management Board”. For
the performance-based compensation, the Stock Options excercised during financial year 2021 are reported in
the table with their intrinsic value.
57
The following tables “Total compensation of the Management Board” shows for financial years 2021 and 2020
the individualized Management Board members’ compensation awarded and due:
1
Pieter-Jan Vandepitte was appointed to the Management Board on May 3, 2021 and the LTIP was granted on June 15, 2021. For the 43-day differ-
ence (compensation gap) a cash compensation payment of €71k was agreed.
The total compensation of the Management Board includes all compensation of the financial year that relate to
Management Board activities. In addition, members of the Management Board received payments from their
work as C-Level and/or from their work as managing directors of former Delivery Hero GmbH before the IPO,
which are not attributable to the activity of the Management Board of Delivery Hero SE.
The full or partial reduction of variable compensation (malus) and reclaiming of variable compensation compo-
nents that have already been paid (clawback) did not apply to the financial year.
58
Former Management Board members’ compensation

Delivery Hero SE has no former Management Board members. Total compensation for former Management
Board members and their survivors, along with pension liabilities to former Management Board members and
their survivors, therefore amount to € 0.
G. COMPENSATION OF THE SUPERVISORY BOARD
Changes in the compensation of the Supervisory Board

The new compensation of the members of the Supervisory Board, which was approved by the Annual General
Meeting by a majority of 99.79% was retroactively applied effective January 1, 2021. The changes in the com-
pensation of the members of the Supervisory Board are outlined in the following.
The members of the Supervisory Board receive a fixed annual remuneration of € 25,000 (previous year: € 15,000).
The Chair of the Supervisory Board receives an annual fixed remuneration in the amount of € 150,000 (previous
year: € 200,000), while the Deputy Chair receives a fixed remuneration in the amount of € 50,000 (previous year:
€ 20,000).
With the new compensation system for the Supervisory Board, the additional committee compensation for chair-
ing and deputy chairing committees and membership in committees bears a stronger differentiation according
to the work intensity and the time required for the respective activity. According to the new compensation, the
ordinary member of the Audit Committee / Remuneration Committee / Strategy Committee receives an addi-
tional fixed annual compensation of € 20,000 payable after the end of the financial year. The ordinary member
of the Nomination Committee receives an additional fixed annual compensation of € 10,000. The Chair of the
respective committees receives an additional fixed annual compensation in the amount of four times the com-
pensation of the respective ordinary committee member, the Deputy Chair of the respective committee receives
an additional fixed annual compensation in the amount of twice the compensation of the respective ordinary
committee member.
In addition to their annual compensation, the Company reimburses the members of the Supervisory Board for
any reasonable expenses incurred in exercising their Supervisory Board mandate as well as any value added tax
payable on their compensation and expenses.
The members of the Supervisory Board are appropriately included in a financial loss liability insurance (D&O) for
board members in the interests of the Company, insofar as one exists. The Company pays the premiums for this
insurance.
59
Basic principles of the compensation of the Supervisory Board

The compensation system for the members of the Supervisory Board is based on the legal requirements and
takes into account the recommendations and suggestions of the GCGC. Delivery Hero SE always pursues a long-
term perspective in its entrepreneurial activities. In the course of continuous development, added value shall be
created – for shareholders, employees, customers and the Company itself.
The Supervisory Board advises and supervises the Management Board and is closely involved in important oper-
ational and strategic corporate governance topics. The compensation of the Supervisory Board is a key factor in
ensuring the Supervisory Board’s effectiveness. Supervisory Board compensation that is appropriate and in line
with the market thus promotes business strategy and long-term development of Delivery Hero SE.
The compensation system for the Supervisory Board of Delivery Hero SE as well as the specific compensation of
the members of the Supervisory Board are stipulated in Section 15 of the Articles of Association. The competent
body is the Annual General Meeting which passes resolutions on the compensation of the members of the Su-
pervisory Board at least once every four years in accordance with Section 113 para. (3) AktG. The Remuneration
Committee according to the Rules of Procedure of the Supervisory Board prepares the resolutions passed by the
Supervisory Board on proposals to the Annual General Meeting for resolutions regarding Supervisory Board com-
pensation. Pursuant to Section 179 para. (2) sent. 2 AktG and Section 20 para. (2) of the Articles of Association,
a material amendment to the compensation system and the compensation of the members of the Supervisory
Board set out in the Articles of Association requires a simple majority of votes. In the event that the Annual
General Meeting does not approve the compensation system, a revised compensation system must be submitted
for resolution at the latest at the following ordinary Annual General Meeting of the Company, according to Sec-
tion 113 para. (3) sent. 6 and Section 120a para. (3) AktG.
60
The compensation of the Supervisory Board members exclusively consists of a fixed compensation and thus fol-
lows suggestion G.18 of the GCGC as well as the expectations of most investors and proxy advisors and is in line
with the predominant practice of the companies in the DAX. This practice corresponds to the function of the
Supervisory Board as an independent advisory and control body. At the same time, members of the Supervisory
Board are incentivized by the compensation system to actively support and supervise the implementation of the
business strategy. In accordance with recommendation G.17 of the GCGC, the higher expenditure of time by the
Chair, who according to recommendation D.6 of the GCGC is to be involved particularly closely in discussions on
strategy, business development, risk management and compliance, and by the Deputy Chair and the committee
members is adequately taken into account.
H. COMPENSATION OF THE SUPERVISORY BOARD IN 2021
The table below states the relative proportion together with the individual values of the total compensation for
the Supervisory Board for financial years 2021 and 2020:
1
Employee representatives
In 2021, a total of € 14.691 (previous year: € 507) was reimbursed for expenses. The reimbursed expenses in the
financial year relate to subsequent reimbursements for 2019.
I. COMPARATIVE PRESENTATION OF THE CHANGE OF THE COMPENSATION AND COMPANY PERFOR-

MANCE
The following table shows the comparative presentation of the change of the awarded and due compensation
of the members of the Management Board, the Supervisory Board and the employees of Delivery Hero SE as well
as the Company performance for financial years 2021 and 2020. Due to the possibility to exercise the Stock Op-
tions within a two year exercise period, the considered payout values of the LTIP can be highly volatile as it might
vary from year to year.
61
1
Employee representatives
2
All full-time employees are included in the analysis, only working students and interns were excluded. Total compensation considers the
base salary and the long-term incentive plans.
J. OUTLOOK FOR FINANCIAL YEAR 2022
Starting with financial year 2022, the new compensation system for the members of the Management Board will
be applied.
Compared to the current compensation system, an annual bonus (Short-Term Incentive (STI)) is implemented in
the new compensation system based exclusively on the achievement of targets, from the field of environment,
social and governance (ESG). The path to achieving the corporate objectives plays an important role for Delivery
Hero and the entrepreneurial activities shall not be oriented purely on financial corporate success. Rather, the
corporate culture shall also be promoted and Delivery Hero SE shall live up to its responsibility as part of the
society. For this reason, non-financial ESG factors also play a significant role in the compensation of the Manage-
ment Board.
The STI is structured as a target bonus with a one-year assessment period corresponding to the Company's fi-
nancial year and is calculated based on an overall target achievement of previously defined and quantifiable ESG
targets assessed by the Supervisory Board. The amount paid out as an ESG Bonus is capped at 150% of the target
amount. There is no guaranteed minimum target achievement. Therefore, a complete loss of the STI is possible.
62
A further new contractual component represents the malus and clawback provisions. In the event of a serious
and intentional violation of duties or compliance guidelines by a member of the Management Board, the Com-
pany may partially or fully reduce the variable compensation under the STI and LTIP (malus) and partially or fully
reclaim variable compensation components that have already been paid out under the STI and LTIP (clawback).
All variable components of the Management Board compensation, i.e. both the compensation under the STI and
the LTIP for the respective financial year in which the violation of duties or compliance guidelines occurred, are
covered by the malus and clawback provisions.
According to Section 87a AktG, the Supervisory Board has set under the new compensation system a maximum
compensation which limits the total amount of compensation actually received for a given financial year (com-
prising the base salary, fringe benefits and the amounts paid out under the STI and LTIP. The maximum compen-
sation is set for the CEO at € 12,000,000 and for the ordinary members of the Management Board at € 9,000,000.
If the sum of payments from compensation granted in a financial year exceeds this maximum compensation, the
last compensation element to be paid out (generally under the LTIP) is reduced accordingly. In accordance with
the statutory requirements, the Supervisory Board will apply the maximum compensation to all service agree-
ments 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 2021. The compliance with the maximum compensation pursuant to Section 87a AktG
can only be disclosed after expiry of the waiting period respectively during the subsequent exercise period of the
LTIP tranche granted in the year in which the maximum compensation takes effect.
Delivery Hero SE
On behalf of the Supervisory Board
Dr Martin Enderle
Chair of the Supervisory Board
of Delivery Hero SE
Niklas Östberg Emmanuel Thomassin Pieter-Jan Vandepitte
63
DELIVERY HERO SE, BERLIN

BALANCE SHEET AS OF DECEMBER 31, 2021
Assets
in million EUR 31.12.2021 31.12.2020
A. Fixed assets
I. Intangible assets
1. Internally generated intangible assets 28.5 19.0

2. Purchased trademarks and software 5.1 8.5
3. Advance payments and
assets under development 14.7 48.2 8.3 35.8
II. Property, plant and equipment
1. Plant and machinery 0.6 0.4

2. Office and other operating
equipment 14.0 11.2

assets under construction 2.5 17.2 0.9 12.5
III. Financial assets
1. Shares in affiliated companies 6,407.5 1,946.8
2. Loans to affiliated
companies 1,030.5 1,246.3
3. Investments 611.6 513.7

4. Securities held as fixed assets 1,168.2 1,356.9
5. Shares in other investments 480.2 61.7

6. other Loans 14.9 9,712.8 0.0 5,125.4
9,778.2 5,173.7
B. Current assets
I. Inventories
1. Unfinished services 1.4 1.2

2. Finished goods and merchandise 2.9 2.0
3. Advance payments 3.1 7.4 1.9 5.1
II. Receivables and other assets
1. Trade receivables 0.5 0.5
2. Receivables from
affiliated companies 216.1 162.6
3. Other assets 646.0 862.5 490.8 653.9
III. Cash on hands and bank balances 1,023.8 1,701.3
1,893.8 2,360.3
C. Deferred expenses 345.5 301.0
12,017.5 7,834.9
64
Shareholder's Equity and liabilities

in million EUR 31.12.2021 31.12.2020
A. Shareholder's Equity
I. Issued capital
1. Subscribed capital 251.0 199.4

2. Own shares (nominal value) -0.1 250.9 -0.1 199.3
II. Capital reserve 9,178.6 3,700.1
III. Profit / Loss carryforward -975.6 100.4
IV. Net loss -2,687.2 -1,076.0
5,766.7 2,923.8
B. Provisions
1. Tax provisions 21.3 16.7

2. Other provisions 118.5 126.4
139.8 143.1
C. Liabilities
1. Convertible bonds 4,517.7 3,263.1
2. Payments received 16.6 0.0
2. Liabilities to banks 1,377.9 1,377.9
3. Trade payables 10.4 2.0

4. Liabilities to affiliated companies 15.6 5.5
5. Other liabilities 137.0 79.8

– thereof for taxes EUR 28,7 million
(PY: EUR 5,6 million)
– thereof for social security

EUR 1,6 million (PY: EUR 0,9 million)
6,075.1 4,728.3
D. Deferred income 0.7 0.9
E. Deferred tax liabilties 35.1 38.7
12,017.5 7,834.9
65

INCOME STATEMENT FOR THE PERIOD
FROM JANUARY 1 TO DECEMBER 31, 2021
in Million EUR 2021 2020
1. Revenue 241.5 146.7
2. Increase or decrease in finished and unfinished products 0.2 0.3

3. Other own work capitalized 17.0 17.5
4. Other operating income 818.4 114.3
5. Cost of materials
a) Cost of raw materials, supplies

and purchased goods –22.9 –13.6
6. Personnel expenses
a) Wages and salaries –317.6 –206.1
b) Social security and

other benefits –30.7 –348.4 –19.1 –225.3
– thereof for pensions:

EUR -0.3 million (PY: EUR -0.2 million)
7. Amortization of
a) intangible assets and

depreciation of property, plant and equipment –22.6 –13.2
b) Write-downs on
current assets exceeding
ordinary write-downs
usual for the Company –138.8 –161.4 –45.4 –58.5
8. Other operating expenses –678.4 –517.0
9. Income from investments – 0.4
– thereof from affiliated companies:

EUR 0.0 million (PY: EUR 0.1 million)
10. Income from the lending

of financial assets 83.6 67.1
– thereof from affiliated companies:

EUR 86.6 million (PY: EUR 67.1 million)
11. Interest and similar income 1.2 0.7

12. Write-downs of financial assets –2,470.8 –581.8
13. Interest and similar expenses –100.3 –56.5
14. Negative interests paid on short term investments –3.6 –7.5

15. Income taxes –60.9 37.4
– thereof for deferred taxes:

EUR -32.2 million (PY: EUR -58.1 million)
16. Earnings after taxes –2,684.7 –1,075.7
17. Other taxes –2.5 –0.3
18. Net loss for the year –2,687.2 –1,076.0
66
NOTES TO THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2021
A. GENERAL INFORMATION
Delivery Hero SE, based in Berlin, met the definition of a large corporation set out in Section 267(3) and (4) of
the German Commercial Code (Handelsgesetzbuch, HGB) as at the end of the reporting period on December 31,
2021. The Company is entered on the register of companies maintained by the Local Court of Charlottenburg
under the number 198015 B with the business address Oranienburger Straße 70, 10117 Berlin, Germany.
The wholly owned subsidiaries Yemek Sepeti (Dubai) B.V., Food Delivery Holding 15 S.à r.l. and Emerging Markets
Online Food Delivery Holding S.à r.l. were fully absorbed into Delivery Hero SE through merger agreements dated
21 June and 9 August 2021. The assets were acquired with effect from 30 April 2021. As the receiving legal entity,
Delivery Hero SE carried forward the book values of the acquired legal entities. The mergers were recorded in
the commercial register of the acquiring company in Berlin Charlottenburg on 1 September 2021. The effect of
the mergers is explained in section B.2 and section E of the notes.
The Delivery Hero SE financial reports have been prepared in accordance with the provisions of the German
Commercial Code (Handelsgesetzbuch, HGB) as well as those of the German Companies Act (Aktiengesetz, AktG).
The fiscal year corresponds with the calendar year.
Delivery Hero SE closed fiscal year 2021 with a net loss of € 2,687.2 million (previous year: annual loss of € 1.076,0
million). The Management Board is working on the basis that Delivery Hero SE will remain equipped with suffi-
cient liquidity and capital to continue trading. Accordingly, these statements have been prepared on the assump-
tion that the Company will remain a going concern.
German Corporate Governance Code Declaration per AktG § 161/HGB § 285(16)
The Management and Supervisory Boards of Delivery Hero SE submitted the declaration of compliance with the
recommendations of the “German Corporate Governance Code 2020” Commission as specified in AktG § 161 on
December 21, 20201 This statement is permanently available to view at:
https://ir.deliveryhero.com/declaration-of-compliance
B. ACCOUNTING AND REPORTING POLICIES
General Information
The income statement has been classified by the nature of costs in accordance with HGB § 275(2).
In the interests of improved clarity and conciseness, some of the remarks that statutory provisions make optional
for the statement of financial position have been published in these notes.
Accounting Policies
The following accounting policies were the main ones applied for the preparation of the annual financial reports:
ASSETS
Fixed Assets
Intangible fixed assets acquired for cash are recognized at their acquisition cost and, where subject to exhaustion
or obsolescence, are systematically amortized using the linear method in line with their normal useful life. IT
programs acquired for cash are amortized over a normal useful life of two to three years. An exception is made
for IT programs with an acquisition cost under € 800 (previous year: € 800), which are immediately expensed at
their full amount. Licenses are amortized over the useful life specified in the relevant license agreement. The
option to capitalize internally generated intangible assets is utilized in accordance with HGB § 248(2). Internally
generated intangible assets are recognized at production cost and systematically amortized using the linear
method over one to three years. Options to incorporate general administration costs and reasonable expenses
for the Company’s social benefits, voluntary social payments, and retirement benefits were not utilized.
Tangible fixed assets are measured at their acquisition or production cost less scheduled, linear depreciation.
Tangible fixed-asset additions are normally depreciated pro rata temporis. This depreciation uses depreciation
67
rates that are determined based on predicted useful life and do not vary significantly from the depreciation
schedules provided by tax laws.
The accounting provision of Section 6(2) of the German Income Tax Act (Einkommensteuergesetz, EStG) is ap-
plied when recognizing low-value assets. Acquisition or production costs for movable fixed assets that are subject
to wear and tear and can be used independently are charged in full as an expense during the fiscal year in which
they are acquired, produced, or contributed if the acquisition or production costs do not exceed € 800 (previous
year: € 800) for the individual asset after deducting the input-tax amount included in the costs. In the event of a
probable permanent impairment, impairment losses are recognized to reduce the carrying amount of tangible
fixed assets to the lower value.
Financial assets are valued at acquisition cost or, in the event of a probable permanent impairment, at the lower
fair value. For shares in affiliated companies, the company determines the fair value within the framework of an
impairment test using the discounted-cash-flow-method. Loans to affiliated companies are included in the im-
pairment test. If there is a need for impairment, the shares are first written down and any excess impairment is
allocated to the loans. If the reasons for the write-downs no longer apply, the write-downs are reversed.
Current Assets
Inventory are measured at their acquisition or production cost in compliance with the lower of cost or market
principle.
Receivables and other assets are recognized at their nominal or fair value as at the end of the reporting period.
Reasonable write-downs are made if the collection of receivables is laden with identifiable risks, and uncollectible
receivables are fully written off. Receivables in foreign currencies are valued in accordance with the strict lower
of cost or market principle. When they are first recognized they are converted using the mean rate on the day
they. Receivables with a remaining term of less than one year are measured using the mean spot exchange rate
as at the end of the reporting period. Long-term receivables are recognized at a lower value if the exchange rate
is lower at the end of the reporting period, while any gains from a higher exchange rate remain unrecognized.
Cash and cash equivalents are recognized at their nominal value as at the end of the reporting period.
Recognized prepaid expenses refer to payments prior to the end of the reporting period if the expense is for a
given time period following the end of the reporting period. They are recorded at their nominal value as at the
end of the reporting period.
Prepaid expenses include the disagios from the convertible bonds placed in the financial year and previous year.
For the convertible bonds issued in the current year, no premium in excess of the settlement amount was agreed.
The conversion premium was estimated by comparing the capital market interest rate of comparable convertible
bonds with the interest rate specified in the terms and conditions at the time of issuance. A prepaid expense in
the estimated amount of the premium was capitalized as a disagio in accordance with § 250 (3) sentence 1 HGB.
The disagio amounts are allocated to net interest income over the term of the bond.
LIABILITIES
Shareholder´s Equity
The subscribed capital is reported at nominal value.
Delivery Hero SE has existing programmes for share-based remuneration. The stock plans give employees rights
or shares (Restricted Stock Units - „RSUs“) that generally entitle the beneficiary to acquire shares in the Company
(share-based compensation settled in equity instruments) on completion of a specified period of work for the
Company. With some plans, the Company is required to settle the rights in cash at certain exit events (e.g. change
of control). In addition, the Company has an option to settle by issuing new shares or in cash. The occurrence of
exit events is seen as unlikely at the present time. There are no plans to utilize the option for settling in cash for
the stock-appreciation plans, with the exception of the Virtual Share Program 2017, which converts to cash set-
tlement. The remaining stock plans are classified as share-based compensation settled in equity instruments.
These commitments are reported in accordance with international IFRS 2 rules since the German Commercial
Code does not provide explicit regulation for such share-based compensation. The entitlements from the com-
mitments are recognized under personnel expenses with an offsetting entry in the capital reserve under equity.
The obligation arising from the cash-settled share-based compensation plan is included in other provisions. The
total entitlements are measured by pricing the options using the Black-Scholes model.
RSU entitlements are measured by dividing the respective granted award amount by the fair value of one RSU
derived from Delivery Hero’s 30-day average share price prior to the respective grant date. RSUs are granted
based on a contractually fixed euro value.
68
Provisions are recognized at the settlement amount seen necessary based on reasonable commercial judgment.
All recognizable risks, uncertain liabilities and impending losses from pending transactions are taken into ac-
count. Future price and cost increases are taken into account insofar as there are sufficient objective indications
that they will occur.
Provisions with a remaining term of more than one year are discounted based on a market interest rate that
averages the last seven fiscal years and corresponds to the remaining term.
Payables are recognized at their settlement amount. Payables in foreign currencies are converted using the mean
daily rate at the time of recognition. Current foreign-currency payables with a remaining term of one year or less
are measured using the mean spot exchange rate. Noncurrent foreign-currency payables are recognized and
charged at a greater amount if the rate is higher at the end of the reporting period. Any lower rate (producing a
valuation gain) remains unrecognized.
Deferred Tax Liabilities
If there are differences between the methods under commercial law for measuring assets, debts, accruals, and
deferrals and those under tax law, and the resulting differing amounts will foreseeably break down in later fiscal
years, any net tax burden incurred is recognized under deferred tax liabilities in the statement of financial posi-
tion. Any net tax relief incurred through these differences is not recognized, in accordance with the option under
HGB § 274(1), second sentence, which we utilize.
VALUATION UNITS
Insofar Derivative financial instruments are concluded to hedge foreign currency risks and fair value risks, no
valuation units in accordance with § 254 HGB are formed.
PROFIT AND LOSS STATEMENT
Intragroup income from license and service agreements is reported under revenues.
Intragroup cost recharges are presented under other operating income.
C. EXPLANATION OF STATEMENT ITEMS
FIXED ASSETS
Developments among fixed assets are described along with the fiscal year's amortization and depreciation in the
schedule of assets in Appendix I of these notes.
Intangible Assets
Exercising the option to capitalize internally generated intangible assets saw recognition of € 43.1 million in 2021
(previous year: € 27.3 million).
Due to the capitalization of internally generated, fixed intangible assets, HGB § 268(8) imposes a restriction on
distributions worth € 30.1 million (previous year: € 19.0 million).
Financial Assets
The investments in affiliates, investments, securities held as fixed asstes and shares in other entities recognized
in the investments section are composed as illustrated in Appendix II to these notes.
Additions to investments in affiliates mainly comprised the acquisition of the shares in the South Korean Woowa
Brothers Corp., additions in the context of mergers during the financial year and capital increases carried out.
On December 13, 2019, Delivery Hero SE entered into agreements to acquire approximately 88.5% of the shares
in the South Korean Woowa Brothers Corp. (“Woowa transaction”) and resolved on a capital increase against a
contribution in kind under the exclusion of subscription rights. On February 2, 2021, Delivery Hero received the
written regulatory approval from the Korea Fair Trade Commission (“KFTC”) confirming its conditional regulatory
approval of the transaction by imposing structural remedies. The transaction effectively closed March 4, 2021.
The total consideration consists of € 1.6 billion in cash and 39.6 million new shares in Delivery Hero. The acquired
shares in Woowa Brothers Corp. were transferred to the subsidiary Woowa DH Asia Pte. Ltd. in Singapore at book
value after the transaction was completed. The total acquisition costs, including subsequent acquisition costs
and incidental acquisition costs, amount to € 5,165.9 million.
69
8.6 million of the new shares issued in this connection were deposited with a trustee. In return, the Company
received delivery rights under a trust agreement in respect of these shares for the future delivery of shares in
Woowa Brothers Corp. which may be forfeited between 2 and 4 years after the completion of the transaction.
In April 2021 it was additionally agreed that 821,672 shares of the Company will be transferred to the sellers and
that the Company will receive the agreed number of Woowa Brothers Corp. shares. The remaining delivery claims
are reported under other assets (see explanations on other assets). In total, this resulted in an addition of € 645.9
million, of which € 62 million were reclassified to shares in affiliated companies in the financial year due to prem-
aturely exercised options.
During the financial year, the Company entered into a joint venture agreement with IF-JE Participacoes, S.A.
("iFood"). ("iFood"). Under this agreement, the shares in Inversiones CMR S.A.S, Colombia ("Inversiones") were
reduced from 100% to 49%. In return, iFood contributed shares in a company as part of a capital increase through
contributions in kind. As a result of this completed transaction, the shares in Inversiones were reclassified to
investments.
On December 31, 2021, Delivery Hero agreed to acquire approximately 39.4% of the shares of Glovo, on a non-
dilutive basis, which will make Delivery Hero the majority shareholder of Glovo. The shares in Glovo will be ac-
quired from several Glovo shareholders who signed the agreement on December 31, 2021 and joined the agree-
ment in January 2022. Taking into account all selling Glovo shareholders, including those who joined the agree-
ment in January 2022, Delivery Hero is expected to acquire approximately 53.1% of the Glovo shares on a non-
diluted basis at the closing of the transaction. The purchase price will be paid with newly issued shares. The
number of shares that each of the selling Glovo shareholders will receive in exchange for each Glovo share at the
closing of the transaction corresponds to a fixed exchange ratio. If the closing of the transaction is significantly
delayed, Delivery Hero would, under certain circumstances and upon mutual agreement of the parties, pay the
consideration in cash. Some smaller purchases will be settled in cash.
The transaction values Glovo at €2.3 billion as of the signing date on a fully diluted, cash-free and debt-free basis,
before certain adjustments to the consideration in the event of certain third-party transactions occurring prior
to or within a twelve-month period following the closing date at a higher equity valuation. In connection with
the transaction, Delivery Hero has agreed to provide Glovo with back-stop financing of up to approximately €250
million in multiple tranches during 2022 and up to €200 million in 2023. The closing of the transaction is subject
to certain conditions and regulatory approvals, including merger control clearance in several jurisdictions, and is
expected to occur in the third quarter of 2022.
Disposals mainly result from the sale of shares in Delivery Hero Korea LLC, Korea in the course of fulfilling struc-
tural measures as part of the Woowa transaction.
In the course of the mergers of Yemek Sepeti (Dubai) B.V., Food Delivery Holding 15 S.à r.l. and Emerging Markets
Online Food Delivery Holding S.à r.l. into Delivery Hero SE, the shares of the merged companies were lost. In this
context, there were additions to shares in affiliated companies in the amount of € 618.7 million, which are shown
accordingly in a separate column in the statement of changes in fixed assets.
Loans to affiliated companies in the amount of € 1,030.5 million (previous year: € 1,246.3 million) result from
intragroup financing.
Additions to investments mainly include the acquisition of further shares in GLOVOAPP23 S.L., Spain, in the
amount of € 245.8 million as part of a financing round. Due to the acquisition of the remaining 56% shares in
Hungry Holding ApS, Risskov, Denmark, the shares which were reported under investments in the previous year
are now reported under shares in affiliated companies.
Securities held as fixed assets mainly include the shares in Takeaway.com N.V. that are attributable to the com-
pany as of the balance sheet date and the shares in Deliveroo Plc. acquired in the financial year. The shares in
Zomato Private Ltd, India, were reclassified from shares in other investments to securities held as fixed assets
after the IPO of Zomato in July 2021.
Under agreements entered in February and June 2020, Delivery Hero acquired a total of 9.2 million shares in Just
Eat Takeaway.com N.V. for a total purchase price of € 895.5 million. At the same time, Delivery Hero entered
into multi-year collar agreement ("Collar Transactions") consisting of a combination of call and put positions that
limit the downside risk to the value of the shares while still allowing Delivery Hero to partially participate in future
increases in the value of the shares. Within the scope of the collar transactions, the acquired shares and a further
0.4 million shares were transferred to a custody account and sold by Morgan Stanley. Cash proceeds from the
custodian sale of the shares totaling € 908.7 million were granted to Delivery Hero as a loan. In each case, the
loan was offset against the purchase price liability from the previous share acquisition.
Delivery Hero had already entered into an initial multi-year equity collar transaction for 3.2 million shares in Just
Eat Takeaway.com N.V. in April 2019. Similar to the 2020 financial year collar transactions, the underlying shares
were transferred to a custody account and sold by Morgan Stanley. The cash proceeds from the transaction were
paid out to Delivery Hero as a loan.
70
On October 2020, Delivery Hero entered into another agreement with Morgan Stanley that combined and mod-
ified the Collar Transactions ("Collar IV") from April 2019 („Collar I“) and February 2020 („Collar II“).
The contractual amendments mainly refer to an extension of the maturities of the derivatives in the transaction
and a change in the strike prices of the short call and long put positions. The settlement amounts of the loans
granted under the collar I and collar II transactions were increased by a total of € 260.9 million as part of the
transaction. The increased loan amount was not paid out to Delivery Hero. At the modification date, the provi-
sions for contingent losses for the derivative positions from collar I and collar II resulting from the fair value
measurement of the derivatives at the modification date were derecognized in the amount of € 202.0 million.
For the collar IV derivatives, a total option premium paid in the amount of the fair value of the collar IV derivatives
at the time of modification of € 52.1 million was recog-nized and is reported under other assets.
The shares underlying the collar transactions continue to be reported by Delivery Hero, as the economic owner-
ship is attributable to Delivery Hero. A total of 12.8 million (previous year: 12.8 million) shares in Just Eat Takea-
way.com N.V. (€ 622.8 million; previous year: € 1,144.9 million) are pledged to banks as collateral for liabilities.
The change in value compared to the previous year results from a write-down due to an expected permanent
impairment as a result of the reduction in the share price of Just Eat Takeaway.com N.V. shares.
Due to a probable permanent impairment, write-downs on shares amounting to € 581.0 million were made in
the financial year. Of this amount, €522.1 million relates to the Just Eat Takeaway.com N.V. shares, which were
pledged; the remaining amount also relates to the aforementioned shares, which, however, are not subject to
any restrictions and are held by the Company.
On 12 January 2022, the collar loan transactions entered into between Delivery Hero and Morgan Stanley in 2019
and 2020 in respect of shares in Just Eat Takeaway.com N.V. were terminated. Both parties agreed to fully release
each other from their respective obligations in respect of the collar loan transactions. The net amount of the loan
repayment, the return of shares and the redemption value of the options was set at nil at the time of termination.
The termination of the collar loan transaction will result in income in fiscal year 2022, as the shares underlying
the collar transactions were written down in fiscal year 2021 due to the lack of a valuation unit. Thus, in 2022, a
corresponding income of EUR 522.1 million will be realized in relation to the amortization recognized.
Other investments include non-securitised shares in companies that do not constitute an investment in accord-
ance with § 271 (1) HGB. The additions in the financial year mainly relate to the acquisition of minority stakes in
Barogo Co. Ltd, Korea, in Facily Ltd, Cayman Islands, and in Gorillas Technologies GmbH, Germany. The shares in
Barogo Co. Ltd, Korea were sold to the company by Delivery Hero Korea LLC, Korea.
Other loans mainly include loans to shareholders of subsidiaries in the amount of € 8.7 million, which were issued
in connection with the Woowa transaction, as well as loans to former companies from the Group and loans to
third parties in the amount of € 6.2 million.
Impairments of € 1,126.3 million (previous year € 402.4 million) were recognized for shares in affiliated compa-
nies in the year under review due to expected permanent impairment. € 20.8 million relates to the discontinued
German business.
Impairment of loans to affiliated companies of € 744,5 million (previous year € 167.2 million) were recognized in
the year under review due to expected permanent impairment. € 249.3 million relates to the discontinued busi-
ness in Japan.
The impairment of shares in and loans to affiliated companies and receivables from affiliated companies in the
year under review related to entities in South America (€ 196.3 million; previous year: € 394.9 million), Europe
(€ 403.2 million; previous year: € 62.9 Mio.), Asia 22 (€ 1,160.4 million; previous year: € 22.5 million) and the
Middle East region (€ 246.3 million; previous year: € 105.9 million). Against the background of the share price
development and the lower market capitalization, additional risk premiums were taken into account in the valu-
ation of the financial assets in addition to the cost of capital. These market-based risk premiums are the main
driver for the write-downs made in the current financial year.
Further impairments of € 2.5 million were related to the shares and loans to the Canadian entitiy in the context
of its cease of operations. Impairment of investments, investment securities and shares in other investments
amounted to € 582.6 million (previous year: € 12.1 million).
For shares, loans and receivables from affiliated companies, unscheduled write-ups in the amount of € 125.9
million (previous year: € 0.0 million) were made in the financial year, as the reasons (expected permanent im-
pairment) have ceased to apply.
22
For the purposes of regional presentation, write-downs relating to the German-based holding company Foodpanda GmbH were allocated
to the Asia region because this company primarily holds shares in companies operating in Asia
71
CURRENT ASSETS
Receivables and Other Assets
Receivables from affiliates were, like last year, mainly the result of trade and services rendered. The increase
results from continuous investments in growth markets. Due to a predicted ongoing loss of value impairments
were recognized for receivables from affiliates at € 137.8 million (previous year: € 23.8 million).
Other assets mainly include assets within the scope of the capital increase against contribution in kind in con-
nection with the "Woowa transaction" (see section C in the fixed assets chapter) in the amount of € 584.0 million.
These contributed assets are delivery claims of the company (expectant rights), as the economic ownership of
certain shares had not yet been transferred to the Company as at the balance sheet date. These expectant rights
were valued at the fair value of the shares still to be received. The delivery claims can be enforced in a period of
2-4 years after the transaction has been completed.
An opposite development in the financial year was the capitalised option premium in connection with the
Woowa transaction in the amount of € 23.1 million, which expired unused in the financial year. Furthermore,
fixed-term deposits in the amount of € 409.4 million were reported under other assets in the previous year.
In addition, the option premium from the collar IV transaction in the amount of € 52.1 million (previous year: €
52.1 million) is reported under other assets. The original term of the collar IV derivatives ended in tranches be-
tween April and November 2023, but the options were unwound in January 2022 (see section "Securities held as
fixed").
All other receivables and other assets mature, like last year, within one year.
Prepaid-expenses
The prepaid-expenses mainly result from the disagio in the amount of the conversion premium from the issuance
of the convertible bonds in the financial year. It also includes insurance premiums paid up to 2022 and user fees
for software licenses paid in advance in the financial year.
EQUITY
The Delivery Hero SE subscribed capital is underpinned by no-par bearer shares of € 1.00. The subscribed capital
amounts to € 251.0 million (previous year: € 199.4 million); shares at December 31, 2021: 251.0 million of which
51,755,277 were subscribed from the authorized capital at a nominal value of € 1.00.
do not grant the Company any rights in accordance with Section 71b AktG, are excluded from this.
The Company holds 57,052 (previous year: 78,230) own shares with a nominal value of € 1.00.
The Delivery Hero SE authorized and conditional capital as at December 31, 2021 consisted of 144,479,837 shares
with a nominal value of € 1.00 (previous year: 184,124,441 shares).
The capital reserve increased by € 5,478.4 million to € 9,178.5 million in 2021 (previous year: € 3,700.1 million).
The increase results from the premium generated in the context of a capital increase against cash contribution
from the authorized capital on January 6, 2021 (Section 272 (2) no. 1 German Commercial Code (HGB)) from the
issuance of convertible bonds (see below) and from the issuance of further shares in the course of the share-
based compensation programs. In the scope of the capital increase against contribution in kind of 2 March 2021
in connection with the Woowa transaction, the premium between the nominal amount of the shares given and
the assets contributed in the form of shares as well as delivery claims or expectant rights was transferred to the
capital reserve in accordance with § 272 para. 2 no. 4 HGB.
Capital Reserves Pursuant to HGB § 272

€ million December 31, 2021 December 31, 2020
HGB 272(2) No. (1) 3,118.5 1,871.8
HGB 272(2) No. (2) 780.5 586.8
HGB 272(2) No. (3) – –
HGB 272(2) No. (4) 5,279.5 1,241.5
9,178.5 3,700.1
72
Convertible Bonds
On January 15, 2020, and July 8, 2020, Delivery Hero placed a total of four tranches of senior, unsecured con-
vertible bonds (Convertible Bonds I and II) in a total principal amount of € 3,250.0 million. The bonds with a
demonination of € 100,000 were each issued at 100% of their nominal amount and are listed on the Frankfurt
Stock Excahnge in the over-the-counter segment.
On 10 September 2021, Delivery Hero SE placed a further 2 tranches of senior, unsecured convertible bonds in a
total principal amount of € 1,250.0 million. The bonds with a demonination of € 100,000 were each issued at
100% of their nominal amount and are listed on the Frankfurt Stock Excahnge in the over-the-counter segment.
The holders of the convertible bonds are entitled to convert the bonds into shares at any time during the con-
version period. The number of shares is determined by the nominal amount to be converted and the conversion
price applicable on the conversion date. In total, the convertible bonds securitise subscription rights for 6.8 mil-
lion shares at the time of issue.
The contractual parameters of the bond tranches are as follows:
Nominal Interest Conversion

End of term
value p.a. price
Convertible bonds I - Placement January 2020
Tranche A 875,0 Mio. € 0.250% 98.000 € 23-Jan-24
Tranche B 875,0 Mio. € 1.000% 98.000 € 23-Jan-27
Convertible bonds II - Placement July 2020
Tranche A 750 Mio. € 0.875% 143.925 € 15-Jul-25
Tranche B 750 Mio. € 1.500% 148.975 € 15-Jan-28
Convertible bonds I - Placement September 2021
Tranche A 750,0 Mio. € 1.000% 130.800 € 30-Apr-26
Tranche B 500,0 Mio. € 2.130% 130.800 € 10-Mrz-29
Delivery Hero is entitled to redeem the Convertible bonds of the January 2020-placement ("Convertible Bonds
I") at any time (i) on or after 13 February 2023 (Tranche A) and 13 February 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 I remain outstanding.
Delivery Hero is entitled to redeem the Convertible Bonds of the July 2020-placement (“Convertible Bonds II”) at
any time (i) on or after August 5, 2023 (Tranche A) and February 5, 2026 (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 conver-
sion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the relevant tranche of
the Convertible Bonds II remain outstanding.
Delivery Hero is entitled to redeem the convertible bonds of the September 2021-placement ("Convertible Bonds
III") at any time (i) on or after 30 September 2024 (Tranche A) and 30 September 2025 (Tranche B) if the stock
exchange price of Delivery Hero shares 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 III remain outstanding.
The holders of the Convertible Bonds I,II and III hold a conditional put right if an investor gains indirect or direct
voting rights of 30% or more (“change of control”). If such a change of control occurs, each bondholder of Cob-
vetible Bond I, II and III has the right to declare those bonds that have not yet been converted or redeemed to
be due. In that case, the bonds are redeemed at their principal amount plus interest accrued.
For the Convertible Bond II, Delivery Hero held a contingent cash settlement option as of December 31, 2020. If
a takeover bid occured prior to the regular start of the conversion period and the bid was accepted, DH had the
option to settle any conversions that occured based on that event either in settlement shares or alternatively in
cash. The option expired on February 14, 2021.
The disagio for the conversion rights at the time resulting from the sub-interest rate on the bonds was included
in the capital reserve in accordance with Section 272 (2) No. 2 HGB.
73
Employee stock option program
In 2018 Delivery Hero SE issued a long-term incentive plan (LTIP) consisting of two types of awards: Restricted
Stock Plan (RSP) and Stock Option Program (SOP). Eligible participants are the Management Board, managing
directors of certain subsidiaries and other members of the management as well as certain employees. Delivery
Hero commits to award restricted stock units (RSUs) and stock options based on a certain euro-amount per year
over the period of four years. The award consists of individual tranches (four in total) that are awarded to the
participants in a single agreement in year one.
Every year a number of RSUs and stock options are allocated to each beneficiary. Each annual tranche is deter-
mined by dividing the granted award amount (a) by the fair market value of one RSU derived from the 30-day
average DH share price prior to the annual grant date and/or (b) by the fair market value of one stock option
whereby the strike price of each option is determined based on the three-month average price per share before
the annual grant date. Each tranche awarded vests quarterly over one year after the contractual grant date. The
first award is generally subject to a 24 months cliff. A “bad leaver” loses all vested and unvested awards. A “good
leaver” retains all vested RSUs and stock options. The SOP contains a revenue-based performance target that is
considered likely to be achieved.
The awards will be settled in shares. Even though Delivery Hero has the right to settle in cash equal to the fair
value of the shares at the settlement date, DH does not intend to exercise this right.
A total of € 122.5 million (previous year: € 75.3 million) in entitlements to stock-based compensation was rec-
orded in the capital reserve for the LTIP as at December 31, 2021. As of December 31, 2021, a total of 2,921,897
(previous year: 2,460,697) nonexercised options were outstanding; 196,266 (previous year: 130,143) nonexer-
cised options were granted to the Management Board and 1,143,754 (previous year: 348,865) non-exercised
options were granted to other employees. As of December 31, 2021, 769,611 (previous year: 847,035) restricted
stock units (RSUs) were outstsanding.
The beneficiaries of Delivery Hero SE SOP received option rights, entitling them to subscribe to shares in Delivery
Hero SE subject to certain conditions. The awards vest gradually over a period of up to 48 months subject to
individual cliff provisions of generally 12 to 24 months. If a beneficiary leaves the company before completing
the vesting requirements, the individual forfeits his/her rights under the program.
The Group plans to settle by means of equity instruments and classifies the program as an equity-settled share-
based payment arrangement. In the event of certain exit events (e.g., a change of control), the program condi-
tions provide for a cash settlement by the Group. However, the occurrence of such an event is currently consid-
ered unlikely.
As of December 31, 2021, the capital reserve for equity-settled share-based payments amounted for the DH SOP
to € 114.9 million (previous year: € 114.9 million). As of December 31, 2021 a total of 196,447 (previous year:
1,362,950) nonexercised options were outsstanding; none of the nonexercised options (previous year: 450,000)
pertain to the Management Board and 196,447 nonexercised options (previous year: 912,950) pertain to other
employees. No option rights were granted under the Delivery Hero SOP in 2021.
The net loss of € 3,662.8 million (previous year: € 975.6 million) is the difference of an annual loss of
€ 2,687.2 million and a profit of € 975.6 million carried forward.
Provisions
The tax provisions as of December 31, 2021 include provisions for domestic income taxes and foreign income
taxes in jurisdictions in which the Company is subject to tax as a shareholder.
Other provisions as of December 31, 2021 are broken down as follows:
EUR million December 31, 2021 December 31, 2020
Obligations to staff 13.6 18.5
Outstanding invoices 29.7 44.9
Legal, advice, and annual-accounting expenses 2.4 1.9
Onerous-contract provision and deal contingent option premium 47.7 52.5
Other 25.1 8.6
118.5 126.4
The obligations to staff are the result of entitlements to share-based compensation.
74
Delivery Hero holds a call option that requires iFood to sell all of its shares in the joint venture established in
2021 to DH. iFood holds a put option to sell all of its shares in the joint venture to DH. Both options have identical
terms and can be exercised either for six months after a three-year vesting period or during an accelerated ex-
ercise period for call/put options. The standstill position in relation to the put option results in a provision for
impending losses in the amount of € 47.7 million.
The liability recognised in the previous year in relation to the deal contingent option was settled in the financial
year after the option expired.
Other provisions mainly include obligations due to an antitrust investigation against DH Group in connection with
a previous M&A transaction.
The provisions mostly have a remaining time of up to one year before they mature.
Payables
Payables are categorized by remaining time to maturity as illustrated in the following schedule of payables.
As in the previous year liablities to banks include loans of € 1,377.9 million (previous year: € 1,377.9 million)
granted to Delivery Hero in 2019 and 2020 in connection with the collar transactions by Morgan Stanley. The
liabilities are secured by the pledge of 12.8 million shares in JustEat Takeaway.com N.V.
On September 10, 2021 Delivery Hero SE placed two tranches of convertible bonds each with a total nominal
amount of € 1,250,0 million. In the previous year, Delivery Hero SE already placed two tranches of convertible
bonds with a total nominal amount of € 3,250.0 million. The bonds were recognized at the settlement amount.
Other liabilities comprise uncontingent purchase price components from acquisitions in the current financial year
that are due in subsequent years and liabilities from subsequent purchase price adjustments from the sale of
the Korea business. Furthermore, this item includes obligations from payroll and church taxes.
Remaining Time to Maturity

2021
Up to 1 1 to 5 More than
EUR million Total Year Years 5 Years
Convertible bonds and Interest 4,517.7 17.7 2,375.0 2,125.0

Liabilities to banks 1,377.9 1,377.9 – –
Trade payables 10.4 10.4 – –
of which owed to affiliated companies – – – –

Liabilities to affiliated companies 15.6 15.6 – –
of which trade liabilities 12.0 12.0 – –
Other liabilities 153.6 64.2 89.4 –
of which other loans and financial liabilities 106.6 33.9 72.7 –
of which tax 28.7 28.7 – –
of which social security 1.6 1.6 – –
of which long-term prepayments 16.6 – 16.6 –
6,075.2 1,562.0 2,553.7 2,125.0
75

2020
Convertible bonds and Interest 3,263.1 13.1 1,625.0 1,625.0

Liabilities to banks 1,377.9 – 1,377.9 –
Trade payables 2.0 2.0 – –
of which owed to affiliated companies – – – –
Liabilities to affiliated companies 5.5 5.5 – –
of which trade liabilities 5.5 5.5 – –

Other liabilities 79.8 8.0 71.8 –
of which other loans and financial liabilities 4.1 1.4 2.7 –
of which tax 5.6 5.6 – –
of which social security 0.9 0.9 – –
4,728.3 28.6 3,074.7 1,625.0
Deferred tax liabilities
The temporary differences resulting in deferred tax liabilities (before offsetting) are mainly due to the discount
on the premium for the convertible bonds, internally generated intangible assets, currency translation effects
and differences between the tax bases of financial assets and their carrying amounts in the financial statements.
In addition, deferred tax assets on loans, receivables and other assets as well as on other provisions are included
in the balancing item. The underlying company-specific tax rate is 30.175%.
Deferred tax liabilities (before offsetting) increased by € 5.1 million to € 114.5 million (previous year: € 109.4
million) in 2021 mainly due to the recognition of deferred tax liabilities on the temporary difference related to
the discount on the premium of the convertible bonds, from the increase in the difference from internally gen-
erated intangible assets as well as from the different treatment of currency effects. The initial recognition of the
deferred tax liabilities on the discount in the amount of € 28.5 million was made in equity without affecting profit
or loss; the update of the deferred taxes on the discount is made with an effect on profit or loss.
Deferred tax assets on losses carried forward were only capitalised if they were covered by a corresponding
surplus on the liabilities side. However, after application of the minimum taxation, a deferred tax liability of €
35.1 million remains.
At Beginning of At Close of Fis-

EUR million Fiscal Year Change cal Year
Deferred tax assets 70.6 8.8 79.4

Deferred tax liabilities 109.4 5.1 114.5
D. TAKEOVER-RELATED DISCLOSURES AND EXPLANATORY NOTES BY THE MANAGEMENT BOARD
This chapter contains the disclosures pursuant to Sections 289a sentence 1, 315a sentence 1 of the Commercial
Code together with the explanatory report of the Management Board pursuant to Section 176(1) sentence 1
German Stock Corporation Act [Aktiengesetz – AktG] in conjunction with Section 9(1) lit. C(ii) SE Regulation.
Composition of subscibed capital
At the end of the reporting period, the Company’s subscribed capital amounted to € 250,982,539.00 which was
subdivided into 250,982,539 no-par value registered shares.
do not grant the Company any rights in accordance with Section 71b AktG, are excluded.
76
Restrictions that concern voting rights or the transfer of shares
Restrictions on transfer
According to the understanding of the Management Board of the Company, the restrictions on transfer as stated
by the law on obligations are as follows:
− Overall 7,743,043 shares are held in escrow according to an escrow agreement executed in connection with
the agreement by the Company on the purchase of shares in, and the establishment of a joint venture in Sin-
gapore with the management of, Woowa Brothers Corp.. The management of Woowa Brothers Corp. will be
entitled to receive the shares held in escrow over the course of two to four years after closing, which occurred
on March 2, 2021.
Persons who exercise managerial duties at Delivery Hero SE within the meaning of the Market Abuse Regulation
(EU) No. 596/2014 (“MAR”) must observe the closed periods (trading prohibitions) established by Article 19(11)
MAR.
Restrictions on voting rights
To the best knowledge Management Board of the Company, the restrictions on voting rights as stated by the law
on obligations are as follows:
− Pursuant to Sections 71b and 71d AktG, by the end of the reporting period, there were no voting rights with
respect to 57,052 shares in the Company.
− In accordance with Section 136 AktG, by the end of the reporting period, the members of the Management
Board were restricted in exercising their voting rights with respect to 1,054,697 shares in the Company held
by them.
There may be voting rights restrictions that arise further pursuant to the Stock Corporation Act, such as Section
136 AktG or capital market law provisions, in particular Sections 33 et seq. of the German Securities Trading Act
(Wertpapierhandelsgesetz – WpHG).
Shareholdings exceeding 10% of voting rights
At the end of the reporting period the following direct and indirect holdings in Delivery Hero SE existed, which
exceeded the threshold of 10% of the total voting rights 23 and which were notified to the Company by means of
a voting rights notification in accordance with Sections 33, 34 WpHG (Sections 32, 22 WpHG old version):
− Naspers Limited with its registered seat in Cape Town, South Africa through in particular MIH Food Holdings
B.V. (attributed)
Further information on the shareholding listed above can be found in the disclosures on voting rights notifica-
tions in the relevant notes of the Delivery Hero SE 2021 annual financial statement as well as the “Voting Rights
Notifications” section on the Company’s website at
https://ir.deliveryhero.com/votingrights.
Shares with special rights conferring powers of control
There are no shares with special rights conferring powers of control.
Statutory requirements and provisions in the Articles of Association regarding the nomination and dismissal
of members of the Management Board, and the amendment process of the Articles of Association
In accordance with Section 7(1) of the Articles of Association, the Management Board consists of one or more
individuals. The number of individuals is determined by the Supervisory Board. The Management Board of Deliv-
ery Hero SE currently consists of three individuals. In accordance with Sections 9(1), 39(2), 46 SE Regulation,
Sections 84 and 85 AktG, and Sections 7(3),7(4) of the Articles of Association, the Supervisory Board appoints the
members of the Management Board for a maximum term of six years. Individuals may be reappointed. If multiple
individuals are appointed to the Management Board, the Supervisory Board may designate a Chair as well as a
Deputy Chair, pursuant to Section 7(2) of the Articles of Association. If an essential member of the Management
23
The information shown here takes into account the most recent notifications of voting rights received by the Company. These notifica-
tions of voting rights may not take into account capital increases that have already taken place.
77
Board is absent, the court must, in urgent cases and at the request of an involved party, appoint another mem-
ber; see Section 85(1), sentence 1 AktG. If there is material cause to do so, the Supervisory Board may revoke
the appointment of the member of the Management Board as well as the designation as Chair of the Manage-
ment Board, see Sections 9(1), 39(2) SE Regulation and Section 84 (3), sentences 1 and 2 AktG.
Amendments to the Articles of Association are made by resolution of the General Meeting in accordance with
Section 20(2) of the Articles of Association, requiring, unless this conflicts with mandatory legal provisions, a
majority of two-thirds of the valid votes cast or, if at least one-half of the share capital is represented, a simple
majority of the valid votes cast. As far as the law requires, a capital majority in addition to a majority of votes for
resolutions of the General Meeting, a simple majority of the share capital represented at the time the resolution
is passed shall be sufficient to the extent that this is legally permissible. In accordance with Section 12(5) of the
Articles of Association, the Supervisory Board is authorized to make changes to the Articles of Association by
resolution, if such changes are only related to amendments in the wording.
Powers of the Management Board with respect to the possibility of issuing or buying back shares
The Management Board was originally authorized by resolution of the Annual General Meeting from June 9, 2017
(agenda item 2) to increase the registered capital of the Company until June 8, 2022, with the consent of the
Supervisory Board, by up to a total of € 8,961,523.00 with the issuance of up to 8,961,523 new no-par value
registered shares against contributions in cash (Authorized Capital / IV). The Authorized Capital / IV has been
used several times since the original authorization. The subscription rights of the shareholders are excluded. The
Authorized Capital / IV serves the fulfilment of acquisition rights (option rights) which have been granted or
promised by the Company to current or former employees and managing directors of the Company and its affil-
iated companies, members of the Supervisory Board of the Company and further beneficiaries who are or were
acting for the Company or its affiliated companies, in order to replace the hitherto existing virtual share program
of the Company with effect as of April 21, 2017. New shares with utilization of the Authorized Capital / IV may
be issued only for this purpose. By the end of the reporting period, the Authorized Capital / IV still amounted to
€ 3,230,801.00 after partial utilization.
The Management Board was originally authorized by resolution of the Annual General Meeting of June 16, 2021
no-par value registered shares against contributions in cash and/or in-kind contributions (Authorized Capital /
VII). The subscription rights of the shareholders are only excluded in certain cases, amongst others, upon issuance
of up to 2,958,563 new shares as part of a long-term incentive program to members of the Management Board
and employees of the Company and to members of management bodies or employees of companies affiliated
with the Company, and can only be excluded by the Management Board, with the consent of the Supervisory
Board. The Management Board is authorized to determine any further details of the capital increase and its
consummation, subject to the consent of the Supervisory Board; this also includes the determination of the profit
participation of the new shares, which may, in deviation of Section 60 (2) AktG, entail profit participation rights
from the beginning of the financial year preceding their issue if, at the time of issue of the new shares, the Annual
General Meeting has not yet adopted a resolution on the profit participation for that financial year. By the end
of the reporting period, the Authorized Capital / VII still amounted to € 12,939,704.00 after partial utilization. On
December 31, 2021 the Management Board, with the consent of the Supervisory Board, resolved to reserve
4,326,885 shares of the Authorized Capital / VII, in connection with an agreement of the Company to acquire
approximately 39.4% of the shares in Glovoapp S.L. 23.
The Management Board is authorized by resolution of the Annual General Meeting of June 18, 2020 (agenda
value registered shares against contributions in cash and/or in kind (Authorized Capital 2020 / I). The subscription
rights of the shareholders are only excluded in certain cases and can only be excluded by the Management Board
with the consent of the Supervisory Board. The Management Board is authorized to determine any further details
of the capital increase and its consummation, subject to the consent of the Supervisory Board; this also includes
the determination of the profit participation of the new shares, which may, in deviation from Section 60 (2) AktG,
also participate in the profit of completed fiscal years. Shares which are issued to members of the Management
Board and employees of the Company, as well as to members of the corporate bodies and employees of affiliated
companies of the Company within the meaning of Sections 15 et seqq. AktG, shall have in each case a full profit
participation for the fiscal year in which they are issued. On December 31, 2021, the Management Board, with
the consent of the Supervisory Board, resolved to reserve 14,456,910 shares of Authorized Capital 2020 / I, in
connection with an agreement of the Company to acquire approximately 39.4% of the shares in Glovoapp S.L.
23.
The Management Board was originally authorized by resolution of the Annual General Meeting on June 18, 2020
no-par value registered shares against contributions in cash and/or non-cash contributions (Authorized Capital
78
2020 / II). The Authorized Capital 2020 / II has been partially utilized since the original authorization. The sub-
scription rights of the shareholders are only excluded in certain cases and can only be excluded by the Manage-
ment Board with the consent of the Supervisory Board. The Management Board is authorized to determine any
further details of the capital increase and its consummation, subject to the consent of the Supervisory Board;
this also includes the determination of the profit participation of the new shares, which may, in deviation from
Section 60 (2) AktG, also participate in the profit of completed fiscal years. Shares which are issued to members
of the Management Board and employees of the Company, as well as to members of the corporate bodies and
employees of affiliated companies of the Company within the meaning of Sections 15 et seqq. AktG, shall have
in each case a full profit participation for the fiscal year in which they are issued. By the end of the reporting
period, the Authorized Capital 2020/II still amounted to € 8,644,772.00 after partial utilization
The Management Board is authorized by resolution of the Annual General Meeting on June 16, 2021 (agenda
value registered shares against contributions in cash and/or in kind (Authorized Capital 2021). The subscription
rights of the shareholders can be excluded by the Management Board with the consent of the Supervisory Board
only for the purposes of granting shares to employees of the Company and to members of the management
bodies and employees of companies affiliated with the Company within the meaning of Sections 15 et seq. AktG.
pation of the new shares, which may, in deviation from Section 60 (2) AktG, also participate in the profit of
completed fiscal years.
In accordance with authorization by the Annual General Meeting (formerly Delivery Hero AG) of June 13, 2017
(agenda item 4, lit. a)), the share capital of the Company is conditionally increased by € 3,485,000.00 with the
issuance of up to 3,485,000 new no-par value registered shares of the Company with a nominal amount of the
registered share capital of € 1.00 per share (Conditional Capital 2017 / II). The conditional capital 2017 / II serves
to secure subscription rights from Stock Options issued by the Company under the authorization of the Annual
General Meeting of June 13, 2017 until June 30, 2020 to members of the Management Board of the Company,
members of managing corporate bodies of affiliated companies as well as selected executives and employees of
the Company or affiliated companies in Germany and abroad. The new shares will be entitled to profit participa-
tion from the beginning of the fiscal year for which, at the time the subscription right is exercised, no resolution
has yet been passed by the Annual General Meeting on the appropriation of the net income. The Management
Board of the Company or, to the extent members of the Management Board are affected, the Supervisory Board
of the Company, is authorized to determine the further details of the conditional capital increase and its con-
summation.
In accordance with authorization by the Annual General Meeting of June 16, 2021 (agenda item 8) the share
capital of the Company is conditionally increased by up to € 47,219,560.00 with the issuance of up to
47,219,560 new no-par value registered shares of the Company with a nominal amount of the registered share
capital of € 1.00 per share (Conditional Capital 2019 / I). The conditional capital increase is tied to the granting
of shares on the exercise of conversion or option rights or the fulfilment of conversion or option obligations to
the holders or creditors of convertible bonds, warrant bonds, profit participation rights and/or income bonds (or
a combination of these instruments), issued by the Company on the basis of the authorizing resolution of the
Annual General Meeting of June 12, 2019, until June 11, 2024, in each case at conversion or option price to be
determined. The new shares participate in profits from the beginning of the fiscal year in which they are created
and for all subsequent fiscal years. In deviation hereof, the Management Board can, insofar as legally permissible,
and with the approval of the Supervisory Board, determine that the new shares participate in profits from the
beginning of the fiscal year for which, at the time of either the exercise of the conversion or option rights, or the
fulfilment of conversion or option obligations, or the granting of shares in lieu of cash amounts due, no resolution
has yet been passed by the Annual General Meeting on the appropriation of net income. The Management Board
is authorized to determine the further details of the consummation of the conditional capital increase. On Janu-
ary 15, 2020, the Management Board resolved upon the placement by the Company – partially utilizing the au-
thorization by the Annual General Meeting of the Company of June 12, 2019 against contribution in cash, of two
to new shares of the Company from the Conditional Capital 2019 / I. No conversion rights have been exercised
as of the end of the reporting period.
capital of the Company is conditionally increased by € 3,000,000.00 with the issuance of up to 3,000,000 new no-
share (Conditional Capital 2019 / II). The Conditional Capital 2019 / II serves exclusively to secure subscription
rights from stock options issued by the Company on the basis of the authorizing resolution of the Annual General
Meeting from June 12, 2019, until June 30, 2022, to members of the Management Board of the Company, mem-
bers of managing corporate bodies of affiliated companies as well as selected executives and employees of the
Company or affiliated companies in Germany and abroad. The new shares will be entitled to profit participation
from the beginning of the fiscal year for which, at the time of the exercise of the subscription right, no resolution
has yet been passed by the Annual General Meeting on the appropriation of net income. The Management Board
of the Company or, to the extent members of the Management Board are affected, the Supervisory Board of the
79
Company, is authorized to determine the further details of the conditional capital increase and its consumma-
tion.
capital of the Company is conditionally increased by € 20,000,000.00 with the issuance of 20,000,000 new no-
share (Conditional Capital 2020 / I). The Conditional Capital 2020 / I serves the granting of shares on the exercise
of conversion or option rights or the fulfilment of conversion or option obligations to the holders or creditors of
instruments), issued on the basis of the authorizing resolution of the Annual General Meeting of June 18, 2020
until June 17, 2025, in each case at a conversion or option price to be determined. The new shares participate in
profits from the beginning of the fiscal year in which they are created and for all subsequent fiscal years. In
deviation hereof, the Management Board can, insofar as legally permissible, and with the approval of the Super-
visory Board, determine that the new shares participate in profits from the beginning of the fiscal year for which
at the time of either the exercise of the conversion or option rights, or the fulfilment of conversion or option
obligations, or the granting of shares in lieu of cash amounts due, no resolution of the Annual General Meeting
has yet been passed on the appropriation of net income. The Management Board is authorized to determine the
further details of the consummation of the conditional capital increase. On July 7, 2020, the Management Board,
with the consent of the Supervisory Board, resolved upon the placement by the Company – partially utilizing the
authorization by the Annual General Meeting of the Company of June 18, 2020 -, against contribution in cash, of
two tranches of convertible bonds in the principle aggregate amount of € 1,500,000,000.00, with conversion
rights to new shares of the Company from the Conditional Capital 2020 / I. No conversion rights have been
exercised as of the end of the reporting period.
capital of the Company is conditionally increased by € 14,000,000.00 by issuing up to 14,000,000 new no-par
value registered shares of the Company with a nominal amount of the registered share capital of € 1.00 per share
(Conditional Capital 2021 / I). The Conditional Capital 2021 / I serves the granting of shares on the exercise of
conversion or option rights or the fulfillment of conversion or option obligations to the holders or creditors of
instruments), issued on the basis of the authorizing resolution from June 16, 2021, until June 15, 2026, in each
case at a conversion or option price to be determined. The new shares participate in profits from the beginning
of the fiscal year in which they are created and for all subsequent fiscal years. In deviation hereof, the Manage-
ment Board can, insofar as legally permissible, and with the approval of the Supervisory Board, determine that
the new shares participate in profits from the beginning of the fiscal year for which at the time of either the
exercise of the conversion or option rights, or the fulfilment of conversion or option obligations, or the granting
of shares in lieu of cash amounts due, no resolution of the Annual General Meeting has yet been passed on the
appropriation of net income. The Management Board is authorized to determine the further details of the con-
summation of the conditional capital increase. On September 2, 2021, the Management Board, with the consent
of the Supervisory Board, resolved upon the placement by the Company against contribution in cash, of two
to new shares of the Company from the Conditional Capital 2021 / I. No conversion rights have been exercised
as of the end of the reporting period.
capital of the Company is conditionally increased by € 5,020,000.00 by issuing up to 5,020,000 new no-par value
registered shares of the Company with a nominal amount of the registered share capital of € 1.00 per share
(Conditional Capital 2021 / II). The Conditional Capital 2021 / II serves exclusively to secure subscription rights
from stock options issued by the Company on the basis of the authorizing resolution from June 16, 2021, until
June 15, 2026, to members of the Management Board of the Company, members of managing corporate bodies
of affiliated companies as well as selected executives and employees of the Company or affiliated companies in
Germany and abroad. The new shares will be entitled to profit participation from the beginning of the fiscal year
for which, at the time of the exercise of the subscription right, no resolution has yet been passed by the Annual
General Meeting on the appropriation of net income. The Management Board of the Company or, to the extent
members of the Management Board are affected, the Supervisory Board of the Company, is authorized to deter-
mine the further details of the conditional capital increase and its consummation.
The complete version of these authorizations is set out in the Company's Articles of Association. The current
version of the Articles of Association of the Company is available in the sub-section "Articles of Association" on
the Company's website at
https://ir.deliveryhero.com/articles-of-association.
In accordance with authorization by the Annual General Meeting of June 16, 2021 (agenda item 11 and 12), the
Management Board is authorized, with the consent of the Supervisory Board, to acquire up to 5% of the Com-
pany’s own shares existing at the time of the resolution – also with the use of equity derivatives or - if this value
is lower - the Company’s share capital existing at the time of the exercise of the authorization until June 15, 2026.
This authorization may be exercised once or several times, in whole or in partial amounts, in pursuit of one or
several purposes by the Company, but also by group companies or third parties for the account of the Company
80
or group companies. The authorization may not be used for the purpose of trading in the Company treasury
shares.
Material company agreements that are subject to the condition of a change of control resulting from a takeo-
ver bid and subsequent effects
The following material agreements of the Company exist which are subject to a change of control following a
takeover bid:
The Company is party to three substantial software license contracts, which are subject to a change of control
clause. One of them contains an automatic termination of a service component and two provide the supplier
with the right to terminate in the event of an acquisition by a direct competitor (one of them having a 12-month
notice applicable to the termination. Furthermore, the Company is party to four substantial lease contracts,
which contain a common consent requirement for the transfer of the lease agreement in case of a sale of the
business.
Furthermore, the terms and conditions of the convertible bonds the Company has issued are subject to a change
of control clause resulting from a takeover bid. In such an event, the terms and conditions of the convertible
bonds provide for the right of each bondholder to submit a conversion notice for any of its bonds, that have not
yet been converted or redeemed, at an adjusted conversion price, conditional upon the occurrence of an ac-
ceptance event.
The Company has adopted an employee share purchase plan in order to enable employees to purchase shares
of the Company and benefit from free matching shares. In the event of a change of control, the right to the
matching shares will become due, pro-rated for the number of days of employment of each beneficiary, during
the vesting period.
Compensation agreements concluded by the company with members of the Management Board or employees
for the event of a takeover bid
In the event of a change of control, members of the Management Board are entitled to resign from their position
within three months of the date of the change of control, subject to a notice period of three months from the
end of a calendar month. Resignation from the Management Board becoming effective, results in the termination
of the respective Board member's contract of employment.
In the case of resignation from office following a change of control, the Management Board member Emmanuel
Thomassin is entitled to compensation in the amount of two year’s compensation, provided that the payment
does not compensate more than the remaining term of the Service Agreement (CoC-Cap). In the case of resigna-
tion from office following a change of control, the incentive instruments held by Management Board members
Niklas Östberg, Emmanuel Thomassin and Pieter-Jan Vandepitte (such as convertible bonds and share options)
become fully vested, irrespective of the vesting periods or cliff provisions which are applicable to the respective
incentive instrument or will be immediately allocated in accordance with the respective program provisions. In
the case of Emmanuel Thomassin the CoC-Cap is also applicable in this respect. The employment contracts for
each of the Management Board members provide for compensation in lieu of vacation in the event of resignation
from office following a change of control.
The employment contracts of members of the Management Board do not provide for any other compensation
in the event of their termination of the employment due to a change of control.
There are no similar compensation agreements with other Company employees.
E. NOTES ON THE INCOME STATEMENT
Revenue
Revenue for fiscal year 2021 came to € 241.5 million (previous year: € 146.7 million) and includes revenues from
intercompany license and service agreements.
Other Operating Income
Other operating income in 2021 includes charges of € 121.5 million (previous year: € 63.5 million) forwarded
directly within the Group, which do not qualify as revenue, and currency conversion of € 48.2 million (previous
year: € 30.1 million). Also income from the sale of subsidiaries and participations amounting to € 508.5 million
are included in particular from the disposal of the own Korean business in connection with the acquisition of
Woowa Brothers Inc.
81
Write-ups amounting to € 125.9 million (previous year: € 0.0 million) were recognized for shares, loans and re-
ceivables from affiliated companies in the financial year, as the reasons for (an expected permanent) impair-
ment no longer applied. The assessment regarding the discontinuation of the reasons for (an expected perma-
nent) impairment was made on the basis of a share valuation using the DCF model. The write-ups result primar-
ily from improved sustainable earnings prospects. The write-ups in 2021 related to companies in South America
(€ 32.9 million), Europe (€ 37.0 million), Asia (€ 1.4 million) and the MENA region (€ 54.6 million).
Personnel Expenses
Personnel expenses increased year on year by € 123.1 million to € 348.4 million (previous year: € 225.3 million).
The increase is mainly the result of the increase in personnel and from rising expenses for share-based compen-
sation from € 41.7 million to € 125.4 million (previous year: € 83.8 million).
Internal production costs for the improvement of search algorithms and upgrade of the ERP system used
amounted to € 17.0 million (previous year: € 17.5 million). The Company’s research-and-development costs to-
taled € 191.5 million (previous year: € 91.7 million).
Other Operating Expenses
Other operating expenses mainly include the merger loss from the mergers of the financial year totalling € 227.7
million. In addition, expenses from the addition to the provision for contingent losses in the amount of € 47.7
million from the writer position of the iFood put option with regard to the joint venture shares are included and
the expense from the option premium capitalized in the previous year in connection with a deal contingent op-
tion in the amount of € 23.6 million, which expired unused in the financial year.
Expenses from foreign currency translation amounting to € 53.9 million (previous year: € 147.2 million) result
mainly from the translation of US dollar balances and comprise losses from exchange rate movements between
the date of their occurrence and the payment date of foreign currency receivables and liabilities, as well as cur-
rency translation losses from measurement as at the reporting date. Currency gains from these positions are
recognized under other operating income.
Bank charges in the amount of € 8.6 million were incurred for the placement of the convertible bonds in the
previous year and on September 10, 2021. Additional € 2.1 million was incurred for bank-like fees in connection
with the Woowa transaction.
In addition expenses for software licenses at an amount of € 52.9 million (previous year: € 38.5 million), server
costs at an amount of € 55.4 million (previous year: € 29.8 million), marketing costs of € 29.2 million (previous
year: € 14.3 million), and consultancy services in connection with the optimization of the Group’s structure at €
55.7 million (previous year: € 29.9 million).
Write-Downs of Financial Assets
Impairment write-downs were made on investments in affiliates and loans to affiliates at a value of € 1,870.8
million (previous year: € 569.7 million). In addition, write-downs of € 581.0 million (previous year: € 10.3 million)
were made on securities held as fixed assets.
Taxes on Income and Profit
The income tax expense of € 60.9 million (previous year: € 37.4 million) mainly resulted from a foreign capital
gains tax from the sale of the former Korean business and from withholding taxes resulting from the supply of
goods and services to affiliated companies. In addition, current tax expenses are recognized due to current taxes
in foreign jurisdictions in which Delivery Hero SE is subject to tax as a shareholder.
Further, deferred tax income was recognized, mainly resulting from temporary differences, in particular from
currency translation effects, on losses carried forward, and from the development of the discount recognized in
connection with the convertible bonds as a result of the recognition of deferred tax liabilities directly in equity
(see also the comments on deferred taxes).
82
F. OTHER DISCLOSURES
Employees
The average employee numbers during fiscal year 2021 broken down by divisions were as follows:
2021 2020
Sales 411 256
Marketing 137 161
IT 1,329 830
Management 6 6
Office administration 647 473
Total 2,530 1,726
Supervisory Board
The members of the Supervisory Board in the financial year 2021 were:
− Dr. Martin Enderle, chair of the Supervisory Board of Delivery Hero SE, chair of the Nomination and Remuner-
ation Committee and deputy chair of the Audit and Strategy Committee of Delivery Hero SE; managing direc-
tor of Chaconne GmbH and digi.me GmbH; chair of the Supervisory Board of MeinAuto Group AG, member
of the board of directors of Crown Proptech Acquisitions, board member at allmyhomes GmbH, and member
of the board of trustees of the Egmont Foundation
− Patrick Kolek, deputy chair of the Supervisory Board of Delivery Hero SE, chair of the Audit Committee, deputy
chair of the Remuneration Committee and member of the Strategy and Nomination Committee of Delivery
Hero SE; group chief operating officer at Naspers Limited (not a member of the board of directors); chair of
the board of directors of Skillsoft Corp. and member of the board of directors of Boats Group LLC
− Jeanette L. Gorgas, member of the Supervisory Board of Deliver Hero SE, chair of the Strategy Committee,
deputy chair of the Nomination Committee and member of the Audit Committee of Delivery Hero SE; inde-
pendent consultant for JLG Advisors LLC; member of the board of directors of Youth INC and Sunlight Financial
Holdings, Inc.
− Gabriella Ardbo, member of the Supervisory Board and the Remuneration Committee of Delivery Hero SE;
account success director at foodora AB, Sweden
− Nils Engvall, member of the Supervisory Board of Delivery Hero SE; key account management team lead at
foodora AB, Sweden
− Dimitrios Tsaousis, member of the Supervisory Board of Delivery Hero SE; fleet operations supervisor at Go
Delivery S.A., Greece and chair of the SE Works Council of Delivery Hero SE; member of the board of directors
of Go Delivery S.A. (start of the Supervisory Board mandate at Delivery Hero SE on November 2, 2021)
− Gerald Taylor, member of the Supervisory Board and the Audit Committee of Delivery Hero SE; senior manager
treasury at Delivery Hero SE (end of the Supervisory Board mandate at Delivery Hero SE on August 31, 2021)
Active members of the Supervisory Board received remuneration in the total amount of T€ 751.3 for their work
(previous year: T€ 326.2).
83
Management Board
The Delivery Hero SE Management Board in fiscal year 2021 comprised:
− Chief Executive Officer Niklas Östberg, businessman, Zollikon, Switzerland – chair of Management Board
− Chief Financial Officer Emmanuel Thomassin, businessman, Berlin, Germany – member of Management Board
− Chief Operating Officer Pieter-Jan Vandepitte, businessman, Berlin, Germany – member of Management Board
(since May 2021)
If one Management-Board member is appointed, he or she represents the Company alone. Where there are
multiple Management-Board members, two Management-Board members, or one Management-Board member
accompanied by an authorized representative, represent the Company. The Supervisory Board may grant to in-
dividual Management-Board members the right to represent the Company alone.
Management-Board remuneration for fiscal year 2021, according to the applicable international accounting
guidelines, totaled € 8.7 million (previous year: € 6.6 million), of which € 1.0 million (previous year: € 0.7 million)
came from fixed remuneration components and € 7.7 million (previous year: € 5.9 million) from performance-
based components. The expenses recognized in 20201 for share-based compensation came to € 4.8 million for
the fiscal year (previous year: € 7.2 million).
The Remuneration Report, which forms part of the Management Report, contains particularized information
about Management- and Supervisory-Board remuneration.
Contingent Liabilities
There exist letters of comfort for subsidiaries totaling € 292.3 million (previous year: € 3.9 million). By issuing
these letters of comfort, the Company has undertaken to furnish the relevant companies such that they can
satisfy their financial and commercial obligations to their creditors up to the guaranteed amount. The operating
business of the subsidiary is to be continued. The Company’s operating cash requirements for settling liabilities
are covered by the subsidiaries regular funding within the budget.
Delivery Hero SE is liable for bank securities and other securities stipulated in agreements at an amount of € 16.0
million (previous year: € 7.3 million).
Provisions were not formed for letters of comfort and rent guarantees as current planning for assets, finances,
and earnings indicates that neither utilization nor a burden on the Company is likely.
Other Financial Obligations
As at the end of the reporting period there existed other financial obligations of € 265.9 million in total (previous
year: € 1,970.1 million). These obligations concern, among other things, the specific areas listed in the following
table:

2021
from rent and lease agreements 142.1 16.3 51.5 74.3

from obligations of long-term purchase contracts 74.0 37.0 37.0 –
from merger & acquisition contracts – – – –
216.1 53.3 88.5 74.3

2020
from rent and lease agreements 64.8 12.2 25.0 27.6
from obligations of long-term purchase contracts 109.4 39.5 69.9 –
from merger & acquisition contracts 1,795.9 1,700.0 95.9 –

1,970.1 1,751.7 190.8 27.6
84
Rent and lease agreements primarily relate to the administration building in Berlin and certain office and busi-
ness equipment (copy machines and printers). All these were operating leases, which meant that the property
concerned is not included in the Company’s accounts. In addition, purchase agreements have been concluded
with Amazon Web Services and Salesforce.
Apart from the other financial obligations and contingent liabilities described here, there are no transactions
outside this statement that were of significance to the Company’s financial position.
Disclosures on financial instruments
The derivatives of the collar-transactions include a combination of short call and long put options relating to
shares in Just Eat Takeaway.com N.V. The fair values of the derivatives associated with the collar transactions
were determined using an option pricing model ("Black-Scholes model") that uses the share price and volatility
of the underlying share as well as interest rates as significant input parameters. The fair values amounted to €
775.3 million as of December 31, 2021 (previous year: € 237.8 million), of which € 52.5 million is recognized in
other assets.
Shareholders and Group Relationship
Delivery Hero SE, Berlin, as the parent company, has prepared a consolidated financial statement as at December
31, 2021 for the fiscal year from January 1, 2021 through December 31, 2021 for both the narrowest and widest
scope of company consolidation. The consolidated financial statement is published on the Federal Gazette web-
site.
Audit Fees
The auditor’s fees for services provided by the group auditor are broken down by service as follows:
Audit services 3.3 2.2
Other audit services 0.7 0.6
Tax advisory services 0.0 0.0
Other services 0.1 0.0

Total 4.1 2.9
In 2021 the fees for audit services include services for the previous year of € 0.1 million.
Audit services are provided for the audit of the consolidated financial statements and statutory financial state-
ments of Delivery Hero SE. In addition, reviews of interim financial statements and tax consultancy services in
connection with social security law issues were conducted and services in connection with an enforcement ex-
amination of the consolidated financial statements carried out by the Financial Reporting Enforcement Panel
(FREP) were performed.
Other audit services include the audit of pro-forma financial information and the issuance of a comfort letter.
Moreover, the audit of systems in accordance with Section 20 of the German Securities Trading Act (WpHG) for
non-financial counterparties (EMIR) were performed and a maturity analysis as well as the audit of the combined
separate non-financial report were performed.
Other services relate to the assessment of the design of risk management and internal audit.
Appropriation of Profit
The Management Board proposes to carry forward the net loss of € 3,662.8 million produced by the annual loss
of € 2,687.2 million and the profit carryforward of € 975.6 million.
85
G. SUBSEQUESNT EVENTS
Sale of the stake in Rappi

In January 2022, Delivery Hero sold a stake in Rappi Inc., Delaware/USA, in two tranches for a total consid-eration
of $ 250.0 million. Delivery Hero continues to hold an approximate stake of 5.3 % in Rappi on a fully diluted basis.
Termination of collar-loan transactions

On January 12, 2022, the series of collar-loan transactions with respect to shares in Just Eat Takeaway.com en-
tered into by Delivery Hero and Morgan Stanley in 2019 and 2020 respectively were terminated. Both parties
agreed to discharge in full and release one another from their respective obligations in respect of the collar-loan
transactions. The termination net amount payable, equal to the sum of loan repayment, redelivery of shares and
option unwind value, as determined upon termination date, was zero. The termination of the collar loan trans-
action will result in income in fiscal year 2022, as the shares underlying the collar transactions were written down
in fiscal year 2021 due to the lack of a valuation unit. Thus, in 2022, a corresponding income of € 522.1 million
will be realized in relation to the amortization recognized. In total, the consideration of the loan repayment, the
reversal of the options and the return of the shares results in income of € 702.7 million.
Debt financing syndication

On April 4, 2022, the DH Group announced the syndication of a term loan transaction comprising of a $ 825
million (“Dollar Term Facility”) term facility and a € 300 million term facility (“Euro Term Facility”) (together the
“Term Facilities”). The Term Facilities will have a maturity of 5.25 years. The Dollar Term Facility bears interest
at a rate of Term SOFR plus 5.75 % p.a. and the Euro Term Facility bears interest at a rate of EURIBOR plus 5.75
% p.a. Concurrently with the signing of the Term Facilities, the DH Group expects to enter into a revolving credit
facility (“RCF”) in the amount of € 375 million with a consortium of banks, which is not expected to be utilized
upon completion of the transaction. The RCF will have an initial maturity of 3 years, with two 1-year extension
options.
Glovo financing
On April 14, 2022, the Company entered into a convertible loan agreement (“Loan Agreement”) with
Glovoapp23, S.L., Barcelona, Spain (“Glovo”) to provide Glovo with funds in the total amount of approxi-mately
€ 125 million in cash. In connection with the share purchase agreement entered by Delivery Hero to acquire at
least approx. 39.4 %, on a non-diluted basis, of the shares in Glovo, announced on December 31, 2021, Delivery
Hero committed, amongst others, to provide a back-stop financing to Glovo, in several tranches, during the
course of 2022.
Delivery Hero SE
Delivery Hero SE
Niklas Östberg Emmanuel Thomassin Pieter-Jan Vandepite
86

ANNEX I
STATEMENT OF MOVEMENTS IN FIXED ASSETS DURING THE 2021 FINANCIAL YEAR (GROSS PRESENTATION)
Costs
Carried
forward Additions from Status after mer- Reclassifi-
in EUR Mio. 01.01.2021 mergers gers Additions cations Disposals 31.12.2021
I. Intangible assets
1. Internally generated
intangible assets 25.5 0.0 25.5 15.4 7.8 –0.4 48.3
2. Purchased trademarks
and software 20.6 0.6 21.2 0.3 0.0 0.0 21.5

assets under development 8.3 0.0 8.3 14.2 –7.8 0.0 14.7
54.4 0.6 55.0 29.9 0.0 –0.4 84.5
II. Property, plant and equipment
1. Plant and machinery 0.6 0.0 0.6 0.4 0.0 0.0 1.0
2. Office and other
operating equipment 22.4 0.0 22.4 7.0 0.7 –0.3 29.8

assets under construction 0.9 0.0 0.9 2.3 –0.7 0.0 2.5
23.9 0.0 23.9 9.7 0.0 –0.3 33.3
III. Financial assets
1. Shares in affiliated companies 2,560.7 618.7 3,179.3 5,982.3 15.2 –999.6 8,177.2
2. Loans to afilliated
companies 1,577.9 21.1 1,599.0 1,079.4 0.0 –699.5 1,978.8
3. Investments 516.3 0.0 516.3 252.1 –147.2 –5.5 615.7
4. Securities held
as fixed assets 1,367.2 0.0 1,367.2 349.3 43.2 –0.1 1,759.6
5. Shares in other investments 67.7 0.2 67.9 329.5 88.8 0.0 486.3
6. Other Loans 0.0 0.0 0.0 32.3 0.0 0.0 32.3
6,089.8 640.0 6,729.7 8,024.9 0.0 –1,704.7 13,049.9
6,168.1 640.6 6,808.6 8,064.5 0.0 –1,705.4 13,167.7
87
Accumulated amortization, depreciation and write-downs Net book value

Amotization,
depreciation and
Carried write-downs
forward during the fiscal write-ups Reclassifi-
01.01.2021 year cations Disposals 31.12.2021 31.12.2021 31.12.2020
6.5 13.6 0.0 0.0 –0.2 19.9 28.4 19.0
12.1 4.2 0.0 0.0 0.0 16.3 5.2 8.5
0.0 0.0 0.0 0.0 0.0 0.0 14.7 8.3

18.6 17.8 0.0 0.0 –0.2 36.2 48.3 35.8
0.2 0.1 0.0 0.0 0.0 0.3 0.7 0.4
11.1 4.7 0.0 0.0 –0.1 15.7 14.1 11.3
0.0 0.0 0.0 0.0 0.0 0.0 2.5 0.9
11.3 4.8 0.0 0.0 –0.1 16.0 17.3 12.6
613.8 1,126.3 –32.7 62.4 –0.2 1,769.7 6,407.5 1,946.9
331.6 744.5 –80.3 –59.8 12.4 948.5 1,030.3 1,246.3
2.6 1.5 0.0 0.0 0.0 4.1 611.6 513.7
10.3 581.0 0.0 0.0 0.0 591.3 1,168.3 1,356.9
6.0 0.0 0.0 0.0 0.0 6.0 480.3 61.7
0.0 17.4 0.0 0.0 0.0 17.4 14.9 0.0
964.3 2,470.7 –113.0 2.6 12.2 3,337.0 9,712.9 5,125.5
994.2 2,493.3 –113.0 2.6 11.9 3,389.2 9,778.5 5,173.9
88
ANNEX II LIST OF SHAREHOLDINGS
89
List of Shareholdings persuant to Section 313 of the German Commercial Code

(HGB)
Net income
Amount of eq-
Share of Capital Functional Cur- (loss) for the
Name and registered office of the affiliated company uity in EUR mil-
2021 (%) rency year in EUR mil-
lion *
lion *
National:
Delivery Hero (India) UG (haftungsbeschränkt) & Co. KG (formerly Jade 1343. GmbH
100.00 EUR
& Co. Siebte Verwaltungs KG), Berlin (DE) -14.08 -1.54
Delivery Hero (Pakistan) UG (haftungsbeschränkt) & Co. KG (formerly Jade 1343.

100.00 EUR
GmbH & Co. Neunte Verwaltungs KG), Berlin (DE) 2.87 0.12
Delivery Hero (Philippines) UG (haftungsbeschränkt) & Co. KG (formerly Jade 1343.

100.00 EUR
GmbH & Co. 13. Verwaltungs KG), Berlin (DE) 4.00 0.11
Delivery Hero Austria GmbH, Berlin (DE) 100.00 EUR 0.63 0.13
Delivery Hero Germany Dmart GmbH (formerly Youco B21-H131 Vorrats-GmbH),
100.00 EUR
Berlin (DE) -0.71 -4.82
Delivery Hero Germany GmbH (formerly Youco B21-H130 Vorrats GmbH), Berlin
100.00 EUR
(DE) -6.63 -26.34
Delivery Hero Germany Kitchens GmbH (formerly Youco B21-H287 Vorrats-GmbH),
100.00 EUR
Berlin (DE) 0.43 -0.10
Delivery Hero Germany Logistics GmbH (formerly Youco B21-H132 Vorrats-GmbH),
100.00 EUR
Berlin (DE) 1.33 -1.13
Delivery Hero HF Kitchens GmbH (formerly Honest Food Company GmbH), Berlin
100.00 EUR
(DE) -8.63 -14.42
Delivery Hero Kitchens Holding GmbH, Berlin (DE) 100.00 EUR 16.55 0.00
Delivery Hero Local Verwaltungs GmbH, Berlin (DE) 100.00 EUR 0.04 0.01
Delivery Hero Logistics Holding GmbH, Berlin (DE) 100.00 EUR 1.33 -1.13
Delivery Hero Stores Holding GmbH (formerly Foodora Services Germany GmbH),
100.00 EUR
Berlin (DE) 162.09 -0.12
DH Financial Services Holding GmbH (formerly Delivery Hero Payments GmbH),
100.00 EUR
Berlin (DE) 8.78 -0.03
DX Ventures GmbH, Berlin (DE) 100.00 EUR 36.78 3.06

Foodpanda GmbH, Berlin (DE) 100.00 EUR 514.31 39.20
Foodpanda GP UG (haftungsbeschränkt), Berlin (DE) 100.00 EUR 0.05 0.03
Honest Food Kitchens Germany GmbH (formerly YouCo B21-H251), Berlin (DE) 100.00 EUR 0.00 -0.02
Jade 1343. GmbH & Co. Vierte Verwaltungs KG (Bangladesh), Berlin (DE) 100.00 EUR 0.89 -1.02
Juwel 220. V V UG (haftungsbeschränkt) (Trustee), Berlin (DE) 100.00 EUR 3.55 -0.01
RGP Local Holding I GmbH, Berlin (DE) 100.00 EUR 13.59 9.37
RGP Trust GmbH, Berlin (DE) 100.00 EUR -0.01 -0.01
Sweetheart Kitchen Operations GmbH (formerly UG), Berlin (DE) 60.00 EUR -5.24 -0.03
Valk Fleet Holding GmbH & Co. KG, Berlin (DE) 100.00 EUR -11.32 -1.29
Valk Fleet Verwaltungs GmbH, Berlin (DE) 100.00 EUR 0.02 0.00
International:
Aravo S.A., Montevideo (UY) 100.00 UYU 47.27 -33.07
Baedaltong Co, LLC, Seoul (KR) 100.00 KRW -2.50 -15.34
Carriage Holding Company Ltd, Abu Dhabi (AE) 100.00 AED 83.87 0.00
Carriage Logistics General Trading Company WLL, Kuwait City (KW) 100.00 KWD 32.70 8.67
Carriage Logistics WLL, Manama (BH) 100.00 BHD -5.91 3.99
Carriage Trading and Services Company WLL, Doha (QA) 100.00 QAR 24.34 6.18
Click Delivery Digital Processing of Telematics Data S.A., Athens (GR) 100.00 EUR 47.25 17.77
Clickdelivery S.A.C., Lima (PE) 100.00 PEN 40.30 -20.40
Damejidio.cz logistika s.r.o., Prague (CZ) 100.00 CZK 14.04 -1.17
Damejidlo.cz s.r.o. (formerly Pizzatime s.r.o.), Prague (CZ) 100.00 CZK -1.47 0.54
90

(HGB)
Net income
Amount of eq-
lion *
lion *
Dark Stores MENA Holding Ltd, Abu Dhabi (AE) 100.00 AED 7.30 -0.02
Dark Stores Saudi Trading Company Ltd, Riyadh (SA) 100.00 SAR -15.99 -17.33
Delivery Hero (Cambodia) Co Ltd, Phnom Penh (KH) 100.00 USD -17.15 -10.48
Delivery Hero (Cyprus) Ltd (formerly AA Foody Cyprus Ltd), Nicosia (CY) 100.00 EUR 2.48 -1.02
Delivery Hero (DH E-Commerce) Ecuador S.A. (formerly Inversiones Delivery Hero
100.00 USD
CMR S.A.), Quito (EC) 35.87 -7.12
Delivery Hero (Lao) Sole Co Ltd, Vientiane (LA) 100.00 LAK -15.07 -10.53
Delivery Hero (Singapore) Pte. Ltd
100.00 SGD
(formerly Foodpanda Singapore Pte. Ltd), Singapore (SG) 25.81 -39.90
Delivery Hero (Thailand) Co Ltd, Bangkok (TH) 100.00 THB -249.81 -124.97
Delivery Hero APAC Pte. Ltd, Singapore (SG) 100.00 SGD -3.01 -1.90
Delivery Hero Brasil Serviços Ltda, Sao Paulo (BR) 100.00 BRL 0.00 0.00
Delivery Hero Carriage AD - SOLE PROPRIETORSHIP LLC, Dubai (AE) 100.00 AED -5.69 -0.03
Delivery Hero Carriage DB LLC
100.00 AED
(formerly Carriage Food Delivery Services LLC), Dubai (AE) 9.76 14.46
Delivery Hero Carriage Kuwait for Delivery of Consumables SPC, Kuwait City (KW) 100.00 KWD 0.00 0.00
Delivery Hero Cloud Kitchens (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 0.08 0.00
Delivery Hero Costa Rica Limitada (formerly Appetito Veintiquatro Ltda), San Jose
100.00 CRC
(CR) 14.48 -7.56
Delivery Hero Croatia d.o.o. (formerly OZON MEDIA d.o.o.), Zagreb (HR) 100.00 HRK 2.83 5.03
Delivery Hero Denmark ApS, Risskov (DK) 100.00 DKK 39.59 -2.13
Delivery Hero Dmart (Cambodia) Co Ltd, Phnom Penh (KH) 100.00 USD 0.00 -0.23
Delivery Hero Dmart (Lao) Sole Co Ltd, Vientiane (LA) 100.00 LAK 1.44 -0.22
Delivery Hero Dmart Austria GmbH, Vienna (AT) 100.00 EUR 0.55 -2.98
Delivery Hero Dmart Cyprus Ltd, Nicosia (CY) 100.00 EUR 0.00 0.00
Delivery Hero Dmart Czech Republic s.r.o., Prague (CZ) 100.00 CZK 1.22 -1.97
Delivery Hero Dmart Ecuador S.A. (formerly Glovoapp Ecuador S.A.), Quito (EC) 100.00 USD -3.98 -7.27
Delivery Hero Dmart Egypt LLC, Cairo (EG) 100.00 EGP 0.00 0.01
Delivery Hero Dmart El Salvador Sociedad Anónima, San Salvador (SV) 100.00 USD -0.14 -0.14
Delivery Hero Dmart Finland Oy, Helsinki (FI) 100.00 EUR 0.88 -3.74
Delivery Hero Dmart Greece Single Member S.A., Athens (GR) 100.00 EUR 4.84 -2.65
Delivery Hero Dmart Guatemala S.A., Guatemala (GT) 100.00 GTQ -0.50 -0.49
Delivery Hero Dmart Honduras S.A. de C.V., Tegucigalpa (HN) 100.00 HNL -0.08 -0.08
Delivery Hero Dmart Hungary Kft, Budapest (HU) 100.00 HUF -1.32 -2.38
Delivery Hero Dmart Japan Co Ltd, Tokyo (JP) 100.00 JPY -8.11 -8.20
Delivery Hero Dmart Myanmar Ltd, Yangon (MM) 100.00 MMK 0.48 -0.09
Delivery Hero Dmart Nicaragua Sociedad Anónima, Managua (NI) 100.00 NIO -0.02 -0.05
Delivery Hero Dmart Norway AS, Oslo (NO) 100.00 NOK 0.61 -4.35
Delivery Hero Dmart Panama S.A., Panama (PA) 100.00 USD 1.48 -0.15
Delivery Hero Dmart Paraguay S.A., Asuncion (PY) 100.00 PYG 0.64 -0.61
Delivery Hero Dmart S.R.L, Bucharest (RO) 100.00 RON -0.79 -1.15
Delivery Hero Dmart Slovakia s.r.o., Bratislava (SK) 100.00 EUR 0.42 -0.23
Delivery Hero Dmart Stores República Dominicana, S.R.L, Santo Domingo (DO) 100.00 DOP 0.11 -1.59
Delivery Hero Dmart Sweden AB, Stockholm (SE) 100.00 SEK 9.10 -1.04
Delivery Hero E-Commerce Chile SpA, Las Condes (CL) 100.00 CLP 20.47 -17.82
91

(HGB)
Net income
Amount of eq-
lion *
lion *
Delivery Hero Egypt S.A.E (formerly : Otlob for Restaurant Reservation Services
100.00 EGP
S.A.E), Cairo (EG) -54.53 -39.17
Delivery Hero El Salvador Sociedad Anónima de Capital Variable, San Salvador (SV) 100.00 USD 1.16 -4.18
Delivery Hero Finland Logistics Oy
100.00 EUR
(formerly Foodora Finland Oy), Helsinki (FI) 1.47 1.13
Delivery Hero Finland Oy (formerly SLM Finland Oy), Helsinki (FI) 100.00 EUR 6.10 -16.75
Delivery Hero Food Hong Kong Ltd
100.00 HKD
(formerly Rocket Food Ltd), Hong Kong (HK) -143.58 -42.08
Delivery Hero FZ-LLC, Dubai (AE) 100.00 AED 0.76 0.00
Delivery Hero HF Kitchens Hungary Kft., Budapest (HU) 100.00 HUF -0.15 -0.02
Delivery Hero Holding 1 (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 0.09 0.00
Delivery Hero Honduras S.A. (formerly Glovoapp Honduras S.A.), Tegucigalpa (HN) 100.00 HNL 5.16 -3.34
Delivery Hero Hungary Kft. (formerly Viala Kft), Budapest (HU) 100.00 HUF 21.00 -2.09
Delivery Hero India Holding S.à.r.l., Luxembourg (LU) 100.00 EUR 19.18 7.56
Delivery Hero India Services Private Ltd, Mumbai (IN) 100.00 INR 0.06 0.00
Delivery Hero Japan Co Ltd, Tokyo (JP) 100.00 JPY -173.56 -152.82
Delivery Hero Kitchens (Malaysia) Sdn. Bhd., Kuala Lumpur (MY) 100.00 MYR -0.31 -0.50
Delivery Hero Kitchens (Taiwan) Co Ltd, Taipei (TW) 100.00 TWD 0.42 0.00
Delivery Hero Kitchens (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 0.08 0.00
Delivery Hero Kitchens APAC Holding Pte. Ltd, Singapore (SG) 100.00 SGD 1.18 -0.05
Delivery Hero Kitchens Chile S.p.A., Las Condes (CL) 100.00 CLP 0.77 -0.08
Delivery Hero Kitchens DB LLC, Dubai (AE) 100.00 AED -2.84 -1.76
Delivery Hero Kitchens Hong Kong Ltd, Hong Kong (HK) 100.00 HKD -0.60 -0.42
Delivery Hero Kitchens Kuwait for Restaurants Management, Kuwait City (KW) 100.00 KWD -0.13 -0.13
Delivery Hero Kitchens MENA Holding Ltd, Abu Dhabi (AE) 100.00 AED 0.22 -0.01
Delivery Hero Kitchens Pakistan (Private) Ltd, Karachi (PK) 100.00 PKR -0.58 -0.54
Delivery Hero Kitchens Panama S.A., Panama (PA) 100.00 USD -0.10 -0.09
Delivery Hero Kitchens Philippines Inc., Makati City (PH) 100.00 PHP 0.17 0.00
Delivery Hero Kitchens SAS, Buenos Aires (AR) 100.00 ARS 0.09 -0.10
Delivery Hero Kitchens Saudi Ltd, Riyadh (SA) 100.00 SAR -0.94 -0.95
Delivery Hero Kitchens Singapore Pte. Ltd (formerly Delivery Hero (Wantea Singa-
100.00 SGD
pore) Pte. Ltd), Singapore (SG) -0.97 -0.70
Delivery Hero Kitchens Uruguay S.A. (formerly Gredia S.A.), Montevideo (UY) 100.00 UYU 0.01 -0.04
Delivery Hero LATAM Marketplace Holding S.A. (formerly Pedidos YA S.A. and Kin-
100.00 USD
boy International S.A.), Montevideo (UY) 287.53 1.61
Delivery Hero Lebanon S.à r.l., Beirut (LB) 100.00 LBP 0.00 0.00
Delivery Hero Logistics (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 0.04 0.00
Delivery Hero Malaysia Sdn Bhd.(formerly Foodpanda Malaysia Sdn. Bhd.), Kuala
100.00 MYR
Lumpur (MY) -90.53 -11.28
Delivery Hero Nicaragua Sociedad Anónima, Managua (NI) 100.00 NIO 0.39 -2.36
Delivery Hero Panama (E-commerce), S.A.

100.00 USD
(formerly Mobile Ventures Latin America Inc.), Panama (PA) 5.34 -7.61
Delivery Hero Panama S.A., Panama (PA) 100.00 USD 9.48 -0.04
Delivery Hero Panama, S.A., Sucursal Venezuela, Panama (PA) 100.00 USD -7.57 -6.59
92

(HGB)
Net income
Amount of eq-
lion *
lion *
Delivery Hero Payments MENA FZ-LLC, Dubai (AE) 100.00 AED 0.00 0.00
Delivery Hero Payments Single Member
100.00 EUR
S.A., Athens (GR) 0.26 -0.14
Delivery Hero Pedidos Ya Paraguay S.A., Asuncion (PY) 100.00 PYG -9.20 -4.78
Delivery Hero Promotion (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 0.04 0.00
Delivery Hero República Dominicana, S.R.L (formerly, Móvil Media, S.R.L.), Santo
100.00 DOP
Domingo (DO) 10.78 -2.53
Delivery Hero Slovakia s.r.o., Bratislava (SK) 100.00 EUR -0.25 -3.00
Delivery Hero Stores (Bangladesh) Ltd, Dhaka (BD) 100.00 BDT 3.58 -5.98
Delivery Hero Stores (Malaysia) Sdn. Bhd., Kuala Lumpur (MY) 100.00 MYR -15.91 -13.92
Delivery Hero Stores (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 0.05 0.00
Delivery Hero Stores Almacenes Bolivia S.A., Santa Cruz de la Sierra (BO) 99.86 BOB 0.84 -1.36
Delivery Hero Stores APAC Holding Pte. Ltd, Singapore (SG) 100.00 SGD 6.50 0.11
Delivery Hero Stores Chile SpA, Las Condes (CL) 100.00 CLP 7.20 -5.79
Delivery Hero Stores DB LLC, Dubai (AE) 100.00 AED -16.93 -12.09
Delivery Hero Stores Hong Kong Ltd, Hong Kong (HK) 100.00 HKD -18.06 -14.22
Delivery Hero Stores Korea LLC, Seoul (KR) 100.00 KRW -4.98 -8.94
Delivery Hero Stores LLC, Muscat (OM) 100.00 OMR -2.50 -2.49
Delivery Hero Stores Pakistan (PVT) Ltd, Karachi (PK) 100.00 PKR -12.28 -11.87
Delivery Hero Stores SAS, Buenos Aires (AR) 100.00 ARS 15.93 -15.28
Delivery Hero Talabat DB LLC, Dubai (AE) 100.00 AED 45.52 24.94
Delivery Hero Teknoloji Hizmetleri Anonim Sirketi, Istanbul (TR) 100.00 TRY 1.08 0.00
Delivery Hero Uruguay Logistics S.A. (formerly RepartosYa S.A.), Montevideo (UY) 100.00 UYU -5.20 -9.74
DH (Myanmar) Co Ltd, Yangon (MM) 100.00 MMK -11.01 -9.45
DH Financial Services (Singapore) Pte. Ltd, Singapore (SG) 100.00 SGD 0.00 0.00
DH Financial Services APAC Holding Pte. Ltd, Singapore (SG) 100.00 SGD -0.23 -1.30
DH Kitchens (Bangladesh) Ltd, Dhaka (BD) 100.00 BDT 0.29 -0.31
DH Kitchens LATAM Holding S.A. (formerly Dumeto S.A.), Montevideo (UY) 100.00 USD 0.36 0.11
DH Kitchens LLC, Doha (QA) 100.00 QAR -0.07 -0.07
DH Logistics Sweden AB (formerly Hungry

Delivery AB), Stockholm (SE) 100.00 SEK 1.30 0.36
DH SSC Malaysia Sdn. Bhd., Kuala Lumpur (MY) 100.00 MYR 2.73 1.64
DH Stores (Taiwan) Co Ltd, Taipei (TW) 100.00 TWD -18.41 -13.09
DH Stores Bahrain WLL, Manama (BH) 100.00 BHD -2.86 -1.93
DH Stores LATAM Holding S.A. (formerly Corelian S.A.), Montevideo (UY) 100.00 USD 47.57 0.12
DH Uruguay Stores S.A. (formerly Galarina S.A.), Montevideo (UY) 100.00 UYU 3.66 -2.73
DHE Logistics Malaysia Sdn. Bhd, Kuala Lumpur (MY) 80.00 MYR -4.31 0.50
DHH I SPC (DIFC) Ltd, Dubai (AE) 100.00 AED -0.03 0.00
DHH II SPC (DIFC) Ltd, Dubai (AE) 100.00 AED 0.00 0.00
Eatoye (PVT) Ltd, Karachi (PK) 100.00 PKR -0.73 -0.04
Ecommerce Business 10 S.à r.l., Luxembourg (LU) 100.00 EUR -12.08 15.95
Ferlen S.A., Montevideo (UY) 100.00 USD -0.61 -0.62
Fly&Company LLC, Seoul (KR) 100.00 KRW 0.00 0.00
Food Basket Elektronik Iletisim Gida Ticaret Ltd, Nicosia (CY) 100.00 TRY -0.03 -0.05
Food Delivery Holding 12. S.à.r.l., Luxembourg (LU) 100.00 EUR -28.80 -11.56
93

(HGB)
Net income
Amount of eq-
lion *
lion *
Food Delivery Holding 20. S.à.r.l., Luxembourg (LU) 100.00 EUR 0.00 -0.02
Food Panda Philippines, Inc., Makati City (PH) 100.00 PHP -160.59 -67.33
Foodonclick.com / Jordan Private Shareholding Company, Amman (JO) 100.00 JOD -28.60 -16.84
Foodonclick.com FZ - LLC, Dubai (AE) 100.00 AED 3.24 -0.27
Foodora AB (formerly Digital Services XXXVI 12 Sweden AB), Stockholm (SE) 100.00 SEK 84.06 4.21
Foodora France SAS, Paris (FR) 100.00 EUR -56.13 -0.51
Foodora Inc., Toronto (CA) 100.00 CAD -36.15 -0.01
Foodora Norway AS, Oslo (NO) 100.00 NOK 1.39 -5.96
Foodpanda (B) SDN BHD, Darussalam (BN) 100.00 BND -0.35 0.02
Foodpanda Bangladesh Ltd, Dhaka (BD) 100.00 BDT -11.08 -15.91
Foodpanda Taiwan Co Ltd, Taipei (TW) 100.00 TWD -145.76 -86.88
FoodTech Co Ltd, Seoul (KR) 85,46 KRW 8.24 1.86
Glovoapp Colombia SAS, Bogota (CO) 100.00 COP -2.44 -2.63
Glovoapp Costa Rica, Ltda San Jose (CR) 100.00 CRC -4.46 -5.60
Glovoapp Guatemala S.A., Guatemala (GT) 100.00 GTQ 12.26 -6.98
Glovoapp Latam S.L.U, Barcelona (ES) 100.00 EUR 58.45 -3.24

Glovoapp Peru, S.A.C., Lima (PE) 100.00 PEN 1.99 -3.04
Go Delivery Single Member S.A., Athens (GR) 100.00 EUR 1.73 1.20
Honest Food Concepts Ltd, London (GB) 100.00 GBP -0.03 0.23
Honest Food Kitchens Czech Republic s.r.o., Prague (CZ) 100.00 CZK -0.03 0.08
Honest Food Kitchens Finland Oy (formerly Delivery Hero HF Kitchens Oy), Helsinki
(FI) 100.00 EUR -0.04 0.10
Honest Food Kitchens S.R.L, Bucharest (RO) 100.00 RON 0.00 0.00
Honest Food Kitchens Sweden AB, Stockholm (SE) 100.00 SEK -0.07 -0.08
Hungerstation LLC, Dammam (KSA) 63.00 SAR 159.96 21.78
Hungerstation SPC Ltd, Dubai (AE) 63.00 AED -8.48 -4.82
InstaShop Co WLL, Manama (BH) 100.00 BHD -0.32 -0.45

InstaShop DMCC, Dubai (AE) 100.00 AED 226.16 -85.37
Instashop for Delivery of Consumables WLL, Kuwait City (KW) 100.00 KWD -0.14 -0.14
InstaShop General Trading LLC, Dubai (AE) 100.00 AED 0.00 0.00
InstaShop LLC, Cairo (EG) 100.00 EGP -0.77 -0.73
InstaShop LLC, Doha (QA) 99.00 QAR -1.86 -1.47
InstaShop Ltd, Road Town (GB) 100.00 USD 24.82 0.00
InstaShop Portal LLC, Dubai (AE) 100.00 AED 0.00 0.00

InstaShop Pte. Ltd, Singapore (SG) 100.00 SGD 0.00 0.00
InstaShop S.à r.l., Beirut (LB) 98.00 LBP 0.94 0.67
InstaShop Saudi for Information Technology LLC, Riyadh (SA) 100.00 SAR -2.00 -1.95
InstaShop SDN. BHD., Kuala Lumpur (MY) 100.00 MYR 0.00 0.00
InstaShop Single Member Private Company, Thessaloniki (GR) 100.00 EUR -3.47 -2.97
InstaShop SPC, Muscat (OM) 100.00 OMR -1.17 -1.13
Jordanian Stores for General Trading LLC, Amman (JO) 100.00 JOD -2.46 -2.51
Kitchens Saudi For Food Services LLC (formerly Carriage Saudi Arabia LLC), Riyadh
(SA) 100.00 SAR 0.00 0.00
94

(HGB)
Net income
Amount of eq-
lion *
lion *
MaiDan Ltd, Hong Kong (HK) 100.00 HKD -1.37 0.02
Marketyo Bilişim Teknoloji A.Ş., Ankara (TR) 100.00 TRY 25.27 -0.79
mjam GmbH, Vienna (AT) 100.00 EUR -14.21 -14.71
OFD Online Food Delivery Services Ltd, Nicosia (CY) 100.00 EUR 13.85 19.90
Opalis S.A., Montevideo (UY) 100.00 UYU -0.66 -0.67

Pagos YA S.A., Buenos Aires (AR) 100.00 ARS 2.40 1.26
PedidosYa S.A., Buenos Aires (AR) 100.00 ARS 72.72 -33.20
PedidosYa Servicios S.A., Santa Cruz de la Sierra (BO) 100.00 BOB 2.28 -6.25
PT Tabsquare Smart Solutions, Jakarta (ID) 100.00 IDR 0.09 -0.06
RepartosYa S.A., Buenos Aires (AR) 100.00 ARS 5.63 -8.76
R-Sc Internet Services Pakistan (Pvt.) Ltd, Karachi (PK) 100.00 PKR -97.73 -38.50
Stores (Singapore) Pte. Ltd, Singapore (SG) 100.00 SGD -24.47 -18.68
Stores Services Kuwait for General Trading WLL (formerly Stores Services Kuwait
SPC), Kuwait City (KW) 100.00 KWD -1.83 -1.65
Sweetheart Kitchen Catering Services LLC, Dubai (AE) 70.63 AED -12.06 -6.96
Sweetheart Kitchen Holding Co Ltd, Dubai (AE) 70.63 AED 28.57 -1.21
Sweetheart Kitchen Restaurants Company Kuwait WLL, Kuwait City (KW) 60.00 KWD 0.00 0.00
Sweetheart Kitchen Restaurants Management Company WLL, Kuwait City (KW) 70.63 KWD -7.01 -3.90
Sweetheart Kitchen Saudi Arabia Ltd, Dubai (SA) 100.00 SAR -0.39 -0.10
Sweetheart Kitchen Singapore Pte. Ltd, Singapore (SG) 70.63 SGD 0.00 0.00
Tabsquare Pte. Ltd, Singapore (SG) 100.00 SGD 50.17 -2.74
Tabsquare Pty. Ltd, Sydney (AU) 100.00 AUD -0.91 0.01
Tabsquare Sdn Bhd, Selangor (MY) 100.00 MYR 0.06 -0.05
Talabat Electronic and Delivery Services SPC (earlier Talabat Electronics and Deliv-
ery Services LLC), Muscat (OM) 100.00 OMR -8.42 -1.02
Talabat for Delivery Services LLC, Baghdad (IQ) 100.00 IQD 0.00 0.00
Talabat for General Trading and Electronic Commerce Ltd (Kurdistan), Erbil (IQ) 100.00 IQD -7.10 -6.91
Talabat for Restaurants Company WLL, Riyadh (SA) 100.00 SAR -5.52 -0.87
Talabat for Stores Services Ltd, Erbil (IQ) 100.00 IQD -0.11 -0.11
Talabat General Trading and Contracting Company WLL, Kuwait City (KW) 100.00 KWD 355.02 63.73
Talabat Logistics and Online Management LLC, Amman (JO) 100.00 JOD 0.33 0.30
Talabat Ltd for Delivery of Consumary Orders and Logistic Services (1.P.C), Kuwait
City (KW) 100.00 KWD 0.00 0.00
Talabat QFC LLC, Doha (QA) 100.00 QAR 48.58 24.89
Talabat Services Company WLL, Doha (QA) 100.00 QAR -0.54 -1.19
Talabat Services Company WLL, Manama (BH) 100.00 BHD 32.25 11.01
Woowa Brothers Asia Holdings Pte. Ltd, Singapore (SG) 89,54 USD 196.87 3.96
Woowa Brothers Corp., Seoul (KR) 89,54 KRW 5,594.65 -17.83
Woowa Brothers JP, Tokyo (JP) 89,54 JPY -3.16 -10.57

Woowa Brothers Vietnam Company Ltd, Ho Chi Minh City (VN) 89,54 VND -134.41 -48.15
Woowa DH Asia Pte. Ltd, Singapore (SG) 89,54 SGD 17.89 0.59
Woowahan Youths Inc., Seoul (KR) 89,54 KRW 39.60 7.41
Yemek Sepeti Banabi Perakende Gida Ticaret A.Ş., Ankara (TR) 100.00 TRY 14.84 -31.67
Yemek Sepeti Dagitim Hizmetleri ve Lojistik A.Ş., Istanbul (TR) 100.00 TRY 0.04 -0.03
Yemek Sepeti Elektronik İletişim Perakende Gida Lojistik A.Ş., Istanbul (TR) 100.00 TRY 122.97 -33.65
95

(HGB)
Net income
Amount of eq-
lion *
lion *
Yemekpay Odeme Hizmetleri A.Ş., Istanbul (TR) 100.00 TRY 4.60 -0.26
* The information on equity and earnings has been taken from the annual financial
statements prepared for consolidation purposes (so-called HB II).
non-consolidated companies
iFood Columbia (Inversiones CMR S.A.S.) (CO) 49.00% COP not available -39.00
GroCart DMCC (UAE) 30.00% AED not available not available
Chefmade Aps (DK) 44.00% EUR not available not available
GlovoApp23 S.L. (ES) 37.40% EUR 151.50 -482.80
BIO-LUTIONS International AG (DE) 20.16% EUR 2.35 -3.20
WhyQ Pte. Ltd. (SG) 17.24% SGD 0.63 -1.61

Toku Pte. Ltd. (SG) 16.00% SGD 3.34 not available
Flash Coffee Pte. Ltd. (SG) 13.82% SGD 3.03 not available
96
ANNEX III
INFORMATION REQUIRED UNDER AKTG § 160(1)(8)
There are interests in Delivery Hero SE 24 that have been reported in accordance with WpHG § 33, WpHG § 38(1)
No. (1) or 38(1) No. (2) and published pursuant to WpHG § 40(1) 25.
Pursuant to the German Stock Corporation Act (AktG) § 160(1)(8), information must be provided about the ex-
istence of interests that have been disclosed to Delivery Hero SE in accordance with WpHG § 33 (1) or (2). The
reportable interests for which Delivery Hero SE has received written notification until December 31, 2021 can be
viewed in the table below. The information stated is taken from the most recent voting rights notification sent
by the reporting party to Delivery Hero SE. All publications by Delivery Hero SE concerning notifications of interest
during the reporting period and after are available on the Company’s website:
https://ir.deliveryhero.com/votingrights
Readers should be aware that the information about the size of the interest, expressed as a percentage in voting
rights may no longer be current.
24
Formerly Delivery Hero AG until the conversion into Delivery Hero SE on 13 July 2018
25
The information may have changed in the meantime
3
Formerly WpHG § 21 (until December 31, 2017)
4
Formerly WpHG § 25(1)(1) (until December 31, 2017)
5
Formerly WpHG § 25(1)(2) (until December 31, 2017)
6
Formerly WpHG § 22 (until December 31, 2017)
97
Notification
Requirements
under WpHG §
333
/WpHG § 38(1)
No. (1)4 /WpHG
§ 38(1) No. (2)5
Date Reached, Date of publica- or Attributions
Exceeded, or tion by Delivery Notification Under WpHG § Interest in Vot-
Notifying Entity Fell Under Hero SE Threshold 346 Interest in % ing Rights
Citi Group Inc, Wilmington, 3%
Delaware, United States June 29, 2017 July 6, 2017 Under WpHG § 34 0.00% 0
Lukasz Gadowski 3%
April 27, 2018 May 7, 2018 Under WpHG § 34 2.55% 4,684,634
Rocket Internet SE, Berlin, 3% WpHG §§ 34,

Germany April 18, 2019 April 25, 2019 Under 38(1) No. (1) 2.93% 5,498,504
Ruane, Cunniff & Goldfarb L.P.,

Wilmington, Delaware, November 6, November 13, 3%
United States 2019 2019 Under WpHG § 34 0.02% 28,464
Jeff Horing November 5, November 10, 3%

2020 2020 Under WpHG § 34 2.72% 5,412,900
Caledonia (Private) Investments December 23, 3%

Pty Limited, Sydney, Australien 2020 January 7, 2021 Under WpHG § 34 2.95% 5,873,026
T.Rowe Price Group, Inc.,

Baltimore, Maryland, 3%
United States March 4, 2021 March 10, 2021 Under WpHG § 34 2.67% 6,648,616
Baillie Gifford & Co.,

Edinburgh, Scotland, 10%
United Kingdom March 4, 2021 March 10, 2021 Under WpHG § 34 9.01% 22,429,463
Prof.Dr.Hagen Haselbrink 3%
March 4, 2021 March 10, 2021 Over WpHG § 33 3.44% 8,564,715
Vanguard World Funds,

Wilmington, Delaware, 3%
EuroPacific Growth Fund,

Boston, Massachusetts, 3%
Morgan Stanley, WpHG §§ 34,

Wilmington, Delaware, 5% 38(1) No. (1),
United States March 25, 2021 April 01, 2021 Under 38(1) No. (2) 4.84% 12,055,031
Lei Zhang 3%
May 5, 2021 May 10, 2021 Under WpHG § 34 2.99% 7,436,397
Gregory Alexander 3%
June 3, 2021 June 8, 2021 Under WpHG § 34 2.97% 7,409,881
Bank of America Corporation WpHG §§ 34,
Wilmington, Delaware, 5% 38(1) No. (1),
United States July 15, 2021 July 22, 2021 Under 38(1) No. (2) 4.80% 11,956,939
Christian Leone WpHG §§ 34,

September 17, September 23, 3% 38(1) No. (1),
2021 2021 Over 38(1) No. (2) 6.86% 17,098,042
Luxor Capital Partners WpHG §§ 34,
Offshore, Ltd., George Town, September 17, September 23, 5% 38(1) No. (1),
Cayman Islands 2021 2021 Under 38(1) No. (2) 4.96% 12,356,701
Naspers Limited, Cape Town, 25%
South-Africa October 4, 2021 October 5, 2021 Over WpHG § 34 27.42% 68,456,865
The Capital Group Companies,

Inc., Los Angeles, California, 3%
United States October 6, 2021 October 8, 2021 Under WpHG § 34 2.91% 7,266,980
BlackRock, Inc., Wilmington, WpHG §§ 34,
Delaware, United States October 12, 3% 38(1) No. (1),
October 6, 2021 2021 Over 38(1) No. (2) 3.99% 9,964,391
Goldman Sachs Group,Inc, WpHG §§ 34,

Wilmington, Delaware, December 29, January 03, 10% 38(1) No. (1),
United States 2021 2022 Over 38(1) No. (2) 10.30% 25,841,921
98
A. AFFIRMATION BY STATUTORY REPRESENTATIVES
We hereby affirm that, to the best of our knowledge, this annual financial statement presents an accurate image
of Delivery Hero SE assets, finances, and earnings in accordance with applicable accounting principles and that
the combined management report describes the course of business, including the operating result and the Com-
pany’s overall position, in such a way that it presents an accurate image of the actual state of affairs and describes
the material opportunities and risks associated with the Company’s expected performance.
Delivery Hero SE
Niklas Östberg Emmanuel Thomassin Pieter-Jan Vandepite
99
Independent Auditor's
Report
To Delivery Hero SE, Berlin
Report on the Audit of the Annual Financial Statements and of the

Combined Management Report
Opinions
We have audited the annual financial statements of Delivery Hero SE, Berlin, which comprise the
balance sheet as of December 31, 2021, and the income statement for the financial year from Janu-
ary 1 to December 31, 2021, and notes to the financial statements, including the recognition and
measurement policies presented therein. In addition, we have audited the management report of the
Company and the Group (hereinafter: "combined management report"), including the remuneration
report (compensation report) contained in the appendix to the combined management report along
with the related disclosures, which are referred in the management report of Delivery Hero SE, for the
financial year from January 1 to December 31, 2021.
In accordance with German legal requirements, we have not audited the content of those components
of the combined management report specified in the "Other Information" section of our auditor's
report.
In our opinion, on the basis of the knowledge obtained in the audit,
– the accompanying annual financial statements comply, in all material respects, with the require-
ments of German commercial law applicable to business corporations and give a true and fair view
of the assets, liabilities and financial position of the Company as of December 31, 2021, and of its
financial performance for the financial year from January 1 to December 31, 2021, in compliance
with German legally required accounting principles, and
– the accompanying combined management report as a whole provides an appropriate view of the
Company's position. In all material respects, this combined management report is consistent with
the annual financial statements, complies with German legal requirements and appropriately pre-
sents the opportunities and risks of future development. Our opinion on the combined manage-
ment report does not cover the content of those components of the combined management report
specified in the "Other Information" section of the auditor's report.
100
Pursuant to Section 322 (3) sentence 1 HGB [Handelsgesetzbuch: German Commercial Code], we
declare that our audit has not led to any reservations relating to the legal compliance of the annual
financial statements and of the combined management report.
Basis for the Opinions
We conducted our audit of the annual financial statements and of the combined management report
in accordance with Section 317 HGB and the EU Audit Regulation No 537/2014 (referred to subse-
quently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for
Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public
Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further
described in the "Auditor's Responsibilities for the Audit of the Annual Financial Statements and of the
Combined Management Report" section of our auditor's report. We are independent of the Company
in accordance with the requirements of European law and German commercial and professional law,
and we have fulfilled our other German professional responsibilities in accordance with these require-
ments. In addition, in accordance with Article 10 (2)(f) of the EU Audit Regulation, we declare that we
have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We
believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinions on the annual financial statements and on the combined management report.
Key Audit Matters in the Audit of the Annual Financial Statements
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the annual financial statements for the financial year from January 1 to Decem-
ber 31, 2021. These matters were addressed in the context of our audit of the annual financial state-
ments as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these
matters.
Impairment of shares in and loans made to affiliated companies
Please refer to Section B item (2) in the notes for information on the accounting policies applied.
Information on the impairment tests carried out can be found Section C of the notes to the financial
statements.
THE FINANCIAL STATEMENT RISK
In the annual financial statements of Delivery Hero SE as of December 31, 2021, financial assets includ-
ed shares in affiliated companies of EUR 6,407.5 million and loans to affiliated companies of
EUR 1,030.5 million. This amounts to 61.9% of total assets and thus has a material influence on the
Company's assets and liabilities.
Shares in and loans to affiliated companies are recognized at cost or nominal value or, if they are
expected to be permanently impaired, at their lower fair value. The Company calculates the fair value
of the shares in affiliated companies using the discounted cash flow method. The discounted cash flow
method is also used for loans in accordance with the remaining term. If the fair value is lower than the
101
carrying amount, qualitative and quantitative criteria are used to assess whether or not the impair-
ment is expected to be permanent.
The calculation of the fair value using the discounted cash flow method is complex and, with regard to
the assumptions that are made, dependent to a great extent on the Company’s estimates and assess-
ments. This applies particularly to estimates of future cash flows used for valuation, the estimated
surplus cash flow in the sustainable condition and the determination of capitalization rates, including
the risk premiums taken into account for uncertainties in planning.
The Company recognized impairment losses on shares in or loans to affiliated companies of

EUR 1,870.8 million in the 2021 financial year.
There is a risk for the financial statements that shares in and loans to affiliated companies are im-
paired.
OUR AUDIT APPROACH
We analyzed the budget prepared by the Management Board and approved by the Supervisory Board,
which provides the basis for testing the shares in and loans to affiliated companies for impairment.
With the involvement of our valuation experts and based on external market data and analyst esti-
mates, we determined our own expected fair values for the shares in and loans to the affiliated com-
panies of Delivery Hero SE and compared these with the Company's measurements. Furthermore, with
the help of our valuation specialists, we assessed the appropriateness of the Company's calculation
method. To ensure the computational accuracy of the valuation method used, we verified the Compa-
ny's calculations on the basis of selected risk-based elements.
We evaluated the accuracy of the Company's previous forecasts by comparing the budgets of previous
financial years with actual results and by analyzing deviations.
Since changes to the discount rate can have a significant impact on the results of impairment testing,
with the involvement of our valuation specialists we compared the components underlying the dis-
count rate, in particular the risk-free rate, the company-specific risk premium and the beta coefficient,
with our own assumptions and publicly available data.
Due to the decline in Delivery Hero SE's market capitalization in recent months, we expanded our
analysis of the budgets prepared by material subsidiaries and compared the growth rates used for the
development of business volume with external market data and estimates of analysts.
OUR OBSERVATIONS
The approach used for impairment testing of shares in and loans to affiliated companies is appropriate
and in line with the accounting policies. The Company's assumptions and data are reasonable overall.
102
Other Information
Management and/or the Supervisory Board are/is responsible for the other information. The other
information comprises the following components of the combined management report, whose content
was not audited:
- the separate combined non-financial report of the Company and the Group ("non-financial
group report"), which is referred to in the combined management report, and
- the combined corporate governance statement for the Company and the Group referred to in
the combined management report.
Our opinions on the annual financial statements and on the combined management report do not
cover the other information, and consequently we do not express an opinion or any other form of
assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information and, in so doing, to
consider whether the other information
– is materially inconsistent with the annual financial statements, with the combined management
report information audited for content or our knowledge obtained in the audit, or
– otherwise appears to be materially misstated.
Responsibilities of Management and the Supervisory Board for the Annual Financial Statements and
the Combined Management Report
Management is responsible for the preparation of the annual financial statements that comply, in all
material respects, with the requirements of German commercial law applicable to business corpora-
tions, and that the annual financial statements give a true and fair view of the assets, liabilities, finan-
cial position and financial performance of the Company in compliance with German legally required
accounting principles. In addition, management is responsible for such internal control as they, in
accordance with German legally required accounting principles, have determined necessary to enable
the preparation of annual financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the annual financial statements, management is responsible for assessing the Company's
ability to continue as a going concern. They also have the responsibility for disclosing, as applicable,
matters related to going concern. In addition, they are responsible for financial reporting based on the
going concern basis of accounting, provided no actual or legal circumstances conflict therewith.
Furthermore, management is responsible for the preparation of the combined management report
that as a whole provides an appropriate view of the Company's position and is, in all material respects,
consistent with the annual financial statements, complies with German legal requirements, and appro-
priately presents the opportunities and risks of future development. In addition, management is
responsible for such arrangements and measures (systems) as they have considered necessary to
103
enable the preparation of a combined management report that is in accordance with the applicable
German legal requirements, and to be able to provide sufficient appropriate evidence for the asser-
tions in the combined management report.
The Supervisory Board is responsible for overseeing the Company's financial reporting process for the
preparation of the annual financial statements and of the combined management report.
Furthermore, management and the Supervisory Board are responsible for the preparation of the
remuneration report (compensation report) contained as an appendix to the combined management
report, including the related disclosures, in accordance with the requirements of Section 162 AktG,
which are referred in the combined management report. They are also responsible for such internal
control as they have determined necessary to enable the preparation of the remuneration report that
is free from material misstatement, whether due to fraud or error.
Auditor's Responsibilities for the Audit of the Annual Financial Statements and of the Combined
Management Report
Our objectives are to obtain reasonable assurance about whether the annual financial statements as a
whole are free from material misstatement, whether due to fraud or error, and whether the combined
management report as a whole provides an appropriate view of the Company's position and, in all
material respects, is consistent with the annual financial statements and the knowledge obtained in
the audit, complies with the German legal requirements and appropriately presents the opportunities
and risks of future development, as well as to issue an auditor's report that includes our opinions on
the annual financial statements and on the combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Gener-
ally Accepted Standards for Financial Statement Audits promulgated by the Institut der
Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these annual financial
statements and this combined management report.
We exercise professional judgment and maintain professional skepticism throughout the audit. We
also:
– Identify and assess the risks of material misstatement of the annual financial statements and of the
combined management report, whether due to fraud or error, design and perform audit proce-
dures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to pro-
vide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls.
– Obtain an understanding of internal control relevant to the audit of the annual financial statements
and of arrangements and measures (systems) relevant to the audit of the combined management
report in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of these systems.
104
– Evaluate the appropriateness of accounting policies used by management and the reasonableness
of estimates made by management and related disclosures.
– Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's ability to continue as a going con-
cern. If we conclude that a material uncertainty exists, we are required to draw attention in the au-
ditor's report to the related disclosures in the annual financial statements and in the combined
management report or, if such disclosures are inadequate, to modify our respective opinions. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. How-
ever, future events or conditions may cause the Company to cease to be able to continue as a going
concern.
– Evaluate the overall presentation, structure and content of the annual financial statements, includ-
ing the disclosures, and whether the annual financial statements present the underlying transac-
tions and events in a manner that the annual financial statements give a true and fair view of the
assets, liabilities, financial position and financial performance of the Company in compliance with
German legally required accounting principles.
– Evaluate the consistency of the combined management report with the annual financial state-
ments, its conformity with [German] law, and the view of the Company's position it provides.
– Perform audit procedures on the prospective information presented by management in the com-
bined management report. On the basis of sufficient appropriate audit evidence we evaluate, in
particular, the significant assumptions used by management as a basis for the prospective infor-
mation, and evaluate the proper derivation of the prospective information from these assumptions.
We do not express a separate opinion on the prospective information and on the assumptions used
as a basis. There is a substantial unavoidable risk that future events will differ materially from the
prospective information.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the
relevant independence requirements, and communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, the related
safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the annual financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter.
Other Matter – Formal Examination of the Remuneration Report
The audit of the combined management report described in this independent auditor's report includes
the formal examination of the remuneration report required by Section 162 (3) AktG, including issuing
an assurance report on this examination. As we have issued an unqualified opinion on the combined
105
management report, this opinion includes the conclusion that the disclosures pursuant to Sec-
tion 162 (1) and (2) AktG have been made, in all material respects, in the remuneration report.
Other Legal and Regulatory Requirements
Report on the Assurance on the Electronic Rendering of the Annual Financial Statements and the
Management Report Prepared for Publication Purposes in Accordance with Section 317 (3a) HGB
We have performed assurance work in accordance with Section 317 (3a) HGB to obtain reasonable
assurance about whether the rendering of the annual financial statements and the combined man-
agement report (hereinafter the "ESEF documents") contained in the electronic file “DeliveryHe-
ro_Jahresabschluss2021_27042022_GER_KPMG.xhtml” (SHA256-Hashwert:
236343c393acdff7abbab68637881c6f05f84496de5c07e1ca8263550950acb7) made available and
prepared for publication purposes complies in all material respects with the requirements of Sec-
tion 328 (1) HGB for the electronic reporting format ("ESEF format"). In accordance with German legal
requirements, this assurance work extends only to the conversion of the information contained in the
annual financial statements and the combined management report into the ESEF format and therefore
relates neither to the information contained within these renderings nor to any other information
contained in the file identified above.
In our opinion, the rendering of the annual financial statements and the management report contained
in the electronic file made available, identified above and prepared for publication purposes complies
in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting
format. Beyond this assurance opinion and our audit opinion on the accompanying annual financial
statements and the accompanying combined management report for the financial year from January 1
to December 31, 2021, contained in the "Report on the Audit of the Annual Financial Statements and
of the Combined Management Report" above, we do not express any assurance opinion on the infor-
mation contained within these renderings or on the other information contained in the file identified
above.
We conducted our assurance work on the rendering of the annual financial statements and the man-
agement report, contained in the file made available and identified above in accordance with Sec-
tion 317 (3a) HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering of
Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with
Section 317 (3a) HGB (IDW AsS 410 (10.2021)) and the International Standard on Assurance Engage-
ments 3000 (Revised). Our responsibility in accordance therewith is further described below. Our
audit firm applies the IDW Standard on Quality Management 1: Requirements for Quality Management
in Audit Firms (IDW QS 1).
The Company's management is responsible for the preparation of the ESEF documents including the
electronic renderings of the annual financial statements and the management report in accordance
with Section 328 (1) sentence 4 item 1 HGB.
106
In addition, the Company’s management is responsible for such internal control as they have consid-
ered necessary to enable the preparation of ESEF documents that are free from material intentional or
unintentional non-compliance with the requirements of Section 328 (1) HGB for the electronic report-
ing format.
The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as
part of the financial reporting process.
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from
material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB.
We exercise professional judgment and maintain professional skepticism throughout the assurance
work. We also:
- Identify and assess the risks of material intentional or unintentional non-compliance with the
requirements of Section 328 (1) HGB, design and perform assurance procedures responsive to
those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis
for our assurance opinion.
- Obtain an understanding of internal control relevant to the assurance on the ESEF documents in
order to design assurance procedures that are appropriate in the circumstances, but not for the
purpose of expressing an assurance opinion on the effectiveness of these controls.
- Evaluate the technical validity of the ESEF documents, i.e. whether the file made available con-
taining the ESEF documents meets the requirements of Commission Delegated Regulation (EU)
2019/815, as amended as at the reporting date, on the technical specification for this electronic
file.
- Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to
the audited annual financial statements and the audited management report.
Further Information pursuant to Article 10 of the EU Audit Regulation
We were elected as auditor at the Annual General Meeting on June 16, 2021. We were engaged by the
Supervisory Board on February 10, 2022. We have been the auditor of Delivery Hero SE without inter-
ruption since financial year 2017.
We declare that the opinions expressed in this auditor's report are consistent with the additional
report to the Audit Committee pursuant to Article 11 of the EU Audit Regulation (long-form audit
report).
Other Matter – Use of the Auditor's Report
Our auditor's report must always be read together with the audited annual financial statements and
the audited management report as well as the examined ESEF documents. The annual financial state-
107
ments and the management report converted into ESEF format – including the versions to be pub-
lished in the German Federal Gazette [Bundesanzeiger] – are merely electronic renderings of the
audited annual financial statements and the audited management report and do not take their place.
In particular, the ESEF report and our assurance opinion contained therein are to be used solely to-
gether with the examined ESEF documents made available in electronic form.
German Public Auditor Responsible for the Engagement
The German Public Auditor responsible for the engagement is Björn Knorr.

KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]
@@signatory on the left=------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- @@signatory on the right=-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-----------------------------------@@ ----------------------------------@@
signed Rohrbach signed Knorr

Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
108

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ANNUAL FINANCIAL STATEMENT AND

COMBINED MANAGEMENT REPORT

COMBINED MANAGEMENT REPORT 3

AUDITOR´S REPORT 100

Management and Supervision

Research and Development

− Data and analytics,

− Advertising solutions for our vendors.

Market and Industry Environment

− Turkish Lira (TRY) +66.1%

GMV >= € 31.0 billion 32,518.9 12,360.9 20,158.0 >100

b) Acquisitions and Investments

c) Divestments and disposal groups held for sale

Results of Operations, Net Assets and Financial Position

Revenue 5,855.6 2,471.9 3,383.7 >100

Cost of sales –4,597.6 –1,977.8 –2,619.8 >100

Gross profit 1,258.0 494.2 763.9 >100

Marketing expenses –1,300.3 –632.4 –667.8 >100

IT expenses –310.9 –152.3 –158.6 >100

General administrative expenses –1,317.5 –615.3 –702.1 >100

Other operating income 732.1 36.0 696.1 >100

Other operating expenses –105.6 –4.5 –101.1 >100

Operating result –1,079.4 –894.2 –185.2 20.7

Net interest cost –120.1 –73.2 –46.9 64.1

Other financial result 420.6 –334.4 755.0 >100

Income taxes –138.2 –14.2 –124.1 >100

Total Segment Revenue

EUR million 2021 2020 EUR million %

Total Segment Revenue 6,389.8 2,836.2 3,553.7 >100%

Reconciliation effects1 240.4 –0.1 240.5 >100%

Vouchers –774.6 –364.1 –410.5 >100%

Revenue 5,855.6 2,471.9 3,383.7 >100%

Development of adjusted EBITDA and net result

Adjusted EBITDA of the Segments –795.6 –567.7 –227.9 40.1

Consolidation adjustments –33.8 – –33.8 >100

Management adjustments –140.7 –92.1 –48.6 52.7

Expenses for share-based compensation –303.1 –86.1 –217.0 >100

Other reconciliation items 561.8 2.4 559.4 >100

Amortization and depreciation1 –367.9 –150.7 –217.2 >100

Financial result2 121.1 –498.9 620.0 >100

Earnings before income taxes –958.3 –1,393.0 434.7 –31.2

Development of orders and GMV 11

Asia 1,798.5 667.7 1,130.8 >100

MENA 616.5 386.3 230.2 59.6

Europe 186.4 128.7 57.7 44.8

Americas 190.1 121.3 68.8 56.7

Total 2,791.5 1,304.1 1,487.4 >100

thereof Integrated Verticals1 89.3 24.3 65.0 >100

Asia 21,064.5 5,211.3 15,853.2 >100

MENA 6,755.9 4,335.6 2,420.3 55.8

Europe 2,740.7 1,737.5 1,003.2 57.7

Americas 1,957.8 1,076.6 881.2 81.8

Total 32,518.9 12,360.9 20,158.0 >100

thereof Integrated Verticals1 1,051.5 196.8 854.7 >100

b) Business development by segment

Orders (million) 1,798.5 667.7 1,130.8 >100

GMV 21,064.5 5,211.3 15,853.2 >100

Segment Revenue 2,897.3 1,196.0 1,701.3 >100

Adj. EBITDA/GMV (%) –2.0% –8.8%