Glovo Annual Report 2023
Glovo Annual Report 2023
Glovo Annual Report 2023
DELIVERING
AN AMAZING
EXPERIENCE
Annual Report
ALWAYS
DELIVERING CONTENT
AN AMAZING COMPANY 03 CONSOLIDATED FINANCIAL STATEMENTS 127
EXPERIENCE At a Glance
Key Figures
Our Values
03
04
06
Consolidated Statement of Financial Position
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
129
130
Investment Highlights 07 Consolidated Statement of Changes in Equity 131
Letter from the CEO 08 Consolidated Statement of Cash Flows 133
Management Board and Management Team 10 Notes to the Consolidated Financial Statements 134
Report of the Supervisory Board 11 Responsibility Statement 207
Corporate Governance 18 Independent Auditorʼs Report 208
Compensation Report 2023 38 Independent Assurance Practitionerʼs Report 215
Non-Financial Report for the Group 60
Delivery Hero and the Capital Market 78
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
DELIVERY HERO
AT A GLANCE
GMV Total Segment Revenue Adj. EBITDA / GMV
in EUR billion in EUR billion in %
0,4
45.3
42.8 10.5
0,2
2023
0,0
40 10 9.2 2022 0.6%
-0,2
8 -0,4
30
-0,6
6 -0,8
20 -1,0
4
-1,2
–1.1%
10
2
Note:
Differences compared to the pro forma figures in the Trading Update are due to different consolidation periods for Glovo.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
DELIVERY HERO
KEY FIGURES
GROUP ASIA MENA
EUR million 2023 2022 Change EUR million 2023 2022 Change EUR million 2023 2022 Change
GMV 45,275.2 42,826.8 5.7 GMV 25,354.2 26,910.4 −5.8 GMV 9,959.3 8,542.3 16.6
Total Segment Revenue 10,463.2 9,218.9 13.5 Segment Revenue 3,729.4 3,803.6 −1,9 Segment Revenue 2,700.8 2,218.4 21.7
Adj. EBITDA 253.6 −467.2 > 100 Adj. EBITDA 385.0 57.0 > 100 Adj. EBITDA 304.6 130.8 > 100
Adj. EBITDA / GMV (%) 0.6 −1.1 1.7 PP Adj. EBITDA / GMV (%) 1.5 0.2 1.3 PP Adj. EBITDA / GMV (%) 3.1 1.5 1.5 PP
EUR million 2023 2022 Change EUR million 2023 2022 Change EUR million 2023 2022 Change
GMV 7,510.0 4,782.7 57.0 GMV 2,451.7 2,591.4 −5.4 GMV 2,224.4 1,866.0 19.2
Segment Revenue 1,522.4 980.5 55.3 Segment Revenue 651.0 681.6 −4.5 Segment Revenue 2,126.1 1,734.7 22.6
Adj. EBITDA −168.2 −158.5 6.1 Adj. EBITDA −49.9 −132.8 −62.4 Adj. EBITDA −217.9 −363.5 −40.0
Adj. EBITDA / GMV (%) −2.2 −3.3 1.1 PP Adj. EBITDA / GMV (%) −2.0 −5.1 3.1 PP Adj. EBITDA / GMV (%) −9.8 −19.5 9.7 PP
Notes:
Glovo contribution to the Group was based on its inclusion since July 4, 2022.
The key figures, as well as the respective growth rates for MENA, Americas, Europe and Integrated Verticals segments were impacted by hyperinflation adjustments as Argentina, Lebanon, Türkiye and Ghana qualified as hyperinflationary
economies according to IAS 29 Financial Reporting in Hyperinflationary Economies.
The difference between Total Segment Revenue and the sum of each segment revenue was mainly due to intersegment consolidation adjustments for services charged by the platform segment to the Integrated Verticals segment.
GMV is accounted for in the respective platform segments and shown in the Integrated Verticals segment for illustrative purposes only.
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DELIVERY HERO
WORLDWIDE
EUROPE1 ASIA
AMERICAS
MENA
5%
Americas
56% Our brand portfolio:
Asia
17%
Europe
45.3
EUR billion
22%
MENA
1 Glovo’s operations located in Africa and Central Asia are included in the Europe segment.
5
OUR
VALUES
We deliver solutions. We always aim higher.
We are Heroes because we care.
DELIVERY HERO
INVESTMENT HIGHLIGHTS
Business based on stable customer cohorts generating Food, groceries and quick commerce offer long-term
higher GMV over time. Newly acquired cohorts generate GMV potential of > € 200 billion.
higher GMV than previous cohorts.
Expect to generate high margin advertising revenues of Plan to generate adj. EBITDA of € 725–775 million in
more than € 2.0 billion by FY 2024 / 25. Long-term ad FY 2024 on Group level. Long-term target target for
revenues should account for 3–5% of Group GMV. adj. EBITDA / GMV margin of 5–8%.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Niklas Östberg
Co-Founder and
Chief Executive Officer
LETTER FROM
THE CEO
Our team made meaningful contributions during the year model of our portfolio as we continually work to become
that enabled us to further progress towards our long-term a leaner, more efficient global organization. In a highly
strategic direction as a business. competitive industry, this is a crucial task – one that can
result in strategic shifts in priorities where necessary, with
We continued to deepen our standing as a leading global the long-term prosperity and sustainability of the business
player in food delivery and quick commerce, and most in mind. In line with this approach, we closed our opera-
notably became the sole shareholder of HungerStation, tions in Vietnam. Such decisions will ultimately enable us
our Saudi business. This move has allowed us to build to progress towards the next stage of our strategic devel-
stronger synergies between HungerStation and the rest opment, but I would like to express my gratitude to the
of our ecosystem, and further grow the local market. We team in Vietnam for their dedicated work and contribu-
also made significant optimizations to the operating tions towards the business.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Our community of global tech hubs continued to drive our EBITDA uplift on a pro forma basis of more than € 870 mil- Our role as pioneers in the technology industry is to set
ongoing mission to build best-in-class technological solu- lion year-on-year, and a positive adjusted EBITDA of more standards for innovation in a rapidly growing and highly
tions throughout 2023. Unlocking innovation that can drive than € 250 million for FY 2023. Wrapping up 2023, we competitive space. This remains at the forefront of our stra-
business growth and push the industry forward remains generated an all-time high sales volume in December. On tegic direction, and we remain deeply committed to devel-
ingrained in our culture of experimentation, one that em- the whole, we managed to improve overall profitability on oping the delivery and quick commerce playing field with
phasizes impact, not ego. I’ve witnessed some inspiring a Group level due to stronger unit economics and im- our leading local businesses. We see a world of opportuni-
progress from the teams as a result. In May, we launched proved delivery costs, while simultaneously generating ty to power the future of delivery and continue to enhance
talabatAI, MENA’s first ChatGPT-powered AI grocery shop- attractive growth in Europe, MENA, the Americas, and in the customer experience. On behalf of our committed and
ping assistant, born out of a hackathon event held in the Quick Commerce. By unlocking this efficiency, we can con- diverse workforce of almost 45 thousand employees, I want
UAE. We further utilized the power of AdTech to launch a tinue driving our food delivery and Quick Commerce of- to thank our customers, our partners and our shareholders
new self-booking experience, where restaurants and exter- ferings around the world with greater products, service for placing their trust in Delivery Hero and believing in our
nal companies can book and place ads in real time. Addi- and availability for our customers. ability to create global opportunities.
tionally, we continued to make positive contributions to-
wards the greater tech landscape in leveling up local tech Throughout our path to profitability, we’ve kept a consis- Yours,
talent with the completion of foodpanda Singapore’s an- tent focus on uplifting and driving positive change in the
nual Tech Traineeship Program, readying the next genera- global setting in which we operate. We have a responsibil-
tion of tech talent for success. ity to hold ourselves to a higher standard, using our influ-
ence to positively impact the broader industry, and we’ve
Niklas Östberg
This year, we saw a continued shift in the aspirations of the ensured that our sustainability objectives are embedded
market due to the challenging conditions and world events within Delivery Hero’s foundations and the ambitions of
that backdropped the global economy during the course our strategic framework. Delivery Hero is committed to the
of the year. This had an undeniable influence on the evo- UNGC principles and advancing the Sustainable Develop-
lution of the technology sector, with many in the industry ment Goals, and we continue advancing our work across a
optimizing their strategies and adjusting their priorities, in number of critical sustainability topics material to our busi-
the interest of achieving an operating environment with ness and stakeholders. This includes our long-term path to
long-term sustainability. We also took significant strides to reducing emissions in line with Science-Based Targets.
accelerate our financial sustainability and delivered many
major milestones during the year. We achieved a particu- As we move forward into 2024 with a positive financial
larly significant result in our Dmarts business, attaining a outlook and a more efficient operating model than ever, I
positive gross profit for the first time in our company his- am filled with excitement to reach the next milestones for
tory, ahead of previous guidance. We delivered on our Delivery Hero. I am really proud of the way our employees
promise to reach free cash flow break-even point during have responded to change in 2023 and I’m grateful for their
the second half of the year, while generating attractive dedication and commitment to the future. They have re-
growth and further investing in our Platform business. By mained focused on helping the business thrive in a con-
remaining focused on elevating our core business perfor- stantly shifting climate, and unlocked new possibilities for
mance, each quarter proved comparatively more successful 2024, which includes driving the business towards positive
than the one before, closing the year with an adjusted free cash flow.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
MANAGEMENT TEAM
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Dr Martin Enderle
REPORT OF THE
Chair of the
Supervisory Board
of Delivery Hero SE
SUPERVISORY
BOARD
Dear Shareholders,
The financial year 2023 marked another successful year The entire industry faced a difficult environment that was
for Delivery Hero SE (“Delivery Hero” or the “Company”), characterized by economic uncertainties and high infla-
proving the Company’s strength and resilience throughout tion, geopolitical and regulatory challenges. However, the
challenging times. Delivery Hero’s primary focus on prof- Delivery Hero Group, steered by the steady and prudent
itability and financial sustainability over the last years is leadership of the Management Board as well as employees’
paying off with strong results, further strengthening the commitment worldwide, was able to position itself global-
Company’s position in the years to come. ly for success, driving the business further into profitability.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
In addition to consolidation measures, this was mainly commitment to the MENA region, recognizing HungerSta- and comprehensively reported to the Supervisory Board on
achieved by steadily increasing operational efficiency and tion’s ambitions and capturing the region’s full potential. the Company’s position, strategic planning and the intend-
concentrating on the core drivers of the business: the best Delivery Hero has also achieved further success in estab- ed business policy as well as important business transac-
possible customer experience and product offering across lishing a strong and diversified capital structure through tions of the Company and the Delivery Hero Group; this
markets. By this, Delivery Hero delivered a gross merchan- a successful repurchase of outstanding as well as the plac- reporting took place in writing and orally. The Manage-
dise value (“GMV”) of over € 45 billion and positive adjust- ing of new convertible bonds, providing financial flexibil- ment Board was also available to the Supervisory Board for
ed EBITDA on group level in the financial year 2023. ity and liquidity. discussion and questions. In the same way, it reported in
particular on key issues relating to the risk position, risk
These results and developments made the past year an In order to achieve its sustainability goals, in the first quar- management, financial, investment and staff planning, cor-
important milestone in the history of the Company. After ter of 2023 Delivery Hero submitted its goals, the so-called porate governance and compliance as well as the course
a strong growth phase in which the Company focused on Science-Based Targets, for validation. Delivery Hero’s goals of business and profitability. Where decisions required the
developing into one of the most competitive delivery com- were officially approved by the Science-Based Targets initi- approval of the Supervisory Board, the Management Board
panies with leading market positions in the sector, the fi- ative (“SBTi”) in October 2023. This step was a milestone explained and discussed the relevant measures and trans-
nancial year 2023 was characterized by transforming this and a turning point for climate action across Delivery Hero actions with the Supervisory Board prior to making these
position into long-term and sustainable profitability. At the Group’s operations. decisions. The discussions took place during in-person and
beginning of the year, the Management Board set a time- virtual meetings of the Supervisory Board and its commit-
line to reach profitability, and was able to deliver on these tees. The Supervisory Board and the respective committees
ambitious targets. Composition of the Supervisory Board also regularly met without the Management Board’s pres-
The Company’s Supervisory Board consists of six members. ence. Furthermore, the Chair of the Supervisory Board and
In the financial year 2023, Delivery Hero also focused in It is composed of three shareholder representatives and the Chair of the Audit Committee also kept in close contact
particular on establishing a lean and efficient organization three employee representatives. The employee represent- with the Chair of the Management Board and the Chief
that is aligned with the requirements of the business. In atives on the Supervisory Board were elected by the SE Financial Officer outside of meetings to discuss current
some instances, this meant relocating functions across the Works Council and appointed by the Annual General developments and key decisions, including those on risk
organization, adjusting headcount or discontinuing spe- Meeting. position, risk management and compliance, at regular in-
cific operations. In this context, for example, Delivery Hero tervals and at short notice, if necessary. The information
successfully completed the centralization of key functions provided by the Management Board has been critically
of the European operations, together with the rebranding Cooperation between the Management acknowledged and questioned at all times.
of Delivery Hero Group’s operations in the Europe seg- Board and the Supervisory Board
ment to the foodora name, thereby increasing advertising In the financial year 2023, the Supervisory Board performed
efficiency. At the same time, the integration of Glovo con- its duty to monitor and advise the Management Board as Meetings and essential resolutions of the
tinued. As a result, the Company is considerably better in the previous years, imposed on it by law, the Articles of Supervisory Board
positioned in Europe to expand its leading position in the Association, the Rules of Procedure and the German Cor- During the financial year 2023, the Supervisory Board held
product sector. porate Governance Code in its current version dated April three meetings in physical presence and 14 meetings by way
28, 2022, published in the Federal Gazette on June 27, 2022 of video conference (“virtual meetings”). Thus, a total of 17
Additionally, the Company became the sole owner of Hun- (“GCGC”), in an orderly, conscientious and diligent manner, plenary sessions were held. Furthermore, the Supervisory
gerStation Holding Limited (“HungerStation”) in Saudi in particular in relation to sustainability topics and report- Board adopted 21 resolutions via circulation procedure.
Arabia by purchasing the outstanding minority sharehold- ing. The Supervisory Board was at all times comprehensive-
ings. HungerStation is the leading food delivery player in ly involved in all matters and decisions of the Management Dr Martin Enderle (the “Chair”) was unable to attend two
Saudi Arabia, connecting more than 10,000 partners with Board which were of fundamental importance to the Com- and Gabriella Ardbo Engarås one virtual meeting. Jeanette
customers. This move further reinforced Delivery Hero’s pany at an early stage. The Management Board regularly L. Gorgas on the other hand was unable to attend three
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
virtual meetings and Patrick Kolek was unable to attend Statement, the Report of the Supervisory Board and the Board, subsequently discussed and resolved upon the trad-
one in-person and three virtual meetings. Apart from that, Compensation Report for the financial year 2022 (“2022 ing update for the second quarter of the financial year 2023
all members of the Supervisory Board took part in all Su- Annual Report Documents”). The Supervisory Board dis- in the ordinary virtual meeting on August 8, 2023. In this
pervisory Board and Committee meetings. cussed the 2022 Annual Report Documents in detail with context, the Supervisory Board in particular dealt with the
the statutory auditor KPMG AG Wirtschaftsprüfungs- Company’s strategy, growth and profitability. The Supervi-
In the virtual meeting on January 19, 2023, the Supervisory gesellschaft, Berlin (the “Auditor”) appointed for the finan- sory Board further approved a contract relating to a strate-
Board dealt with non-financial targets from the areas envi- cial year 2022 by the 2021 Annual General Meeting. The gic partnership and the commissioning of the Auditor to
ronment, social and governance (“ESG”). In addition, the Auditor reported on the key audit results. Following exten- audit the Annual and Consolidated Financial Statements
Supervisory Board discussed the results of the self-assess- sive discussions, the Supervisory Board approved – in ac- and the Company’s Half-Year Financial Report for the finan-
ment of the effectiveness of its work and that of its com- cordance with the recommendation of the Audit Commit- cial year 2023. Further, the Supervisory Board informed
mittees, which was conducted with an external consultant tee – the 2022 Annual Report Documents. Thus, the 2022 itself about the current status of a fine proceeding by the
in October 2022. Annual Financial Statement was adopted. Furthermore, the German Federal Financial Supervisory Authority (“BaFin”)
Supervisory Board dealt with the business and financial and the investigations with regard to the legal status of
In the ordinary virtual meeting on February 6, 2023, the update as well as the quarterly statement for the first quar- riders at Glovoapp23, S.A. and Glovoapp Spain Platform,
Supervisory Board in particular dealt with the report of the ter of the financial year 2023 and the approval thereof. S.L. in Spain and Foodinho, S.R.L. in Italy. Furthermore, the
Management Board regarding the business and financial Moreover, the Supervisory Board discussed the Auditor’s Supervisory Board discussed the outcome of arbitration
update as well as the trading update for the fourth quarter declaration of independence and its election proposal as proceedings within the Delivery Hero Group and a legal
of the financial year 2022 and approved it. In this context, statutory auditor to the Annual General Meeting for the dispute with a credit card company. Lastly, the Supervisory
the Supervisory Board in particular dealt with the Com financial year 2023, approved the new Management Board Board received information on the potential sale of a sub-
pany’s strategy, growth and profitability. In addition, the compensation system (“New Management Board Compen- sidiary and on current matters and developments in the
Supervisory Board informed itself on the current develop- sation System”) and its submission for approval to the 2023 areas of governance, risk and compliance.
ments regarding investigations with regard to the legal Annual General Meeting and approved the agenda for the
status of riders at Glovoapp23, S.A. and Glovoapp Spain 2023 Annual General Meeting and its conduction as a vir- The ordinary virtual meeting on August 28, 2023 focused
Platform, S.L. in Spain. Furthermore, the Supervisory Board tual Annual General Meeting. on the discussion and approval of the Half-Year Financial
evaluated and resolved on the target achievement of the Report for the financial year 2023. In addition, the Super-
short-term incentive component for the financial year 2022 In the ordinary meeting following the Annual General visory Board discussed the Company’s strategy with regard
as well as the qualification matrix within the meaning of Meeting on June 14, 2023, the Supervisory Board met in to sustainable packaging. In addition, the Supervisory
recommendation C.1 GCGC for the financial year 2022. person and discussed the targets for the proportion of Board informed itself about current matters and develop-
women on the Management Board and the current interim ments in the area of data protection.
In a total of four virtual meetings on February 9, 13 and 14, achievement of the ESG targets set for the short-term in-
2023, the Supervisory Board dealt with the buyback of out- centive (“STI bonus”) as part of 2023 Management Board On September 5, 2023, the Supervisory Board convened in
standing convertible bonds as well as the issuance of new compensation. an extraordinary virtual meeting and informed itself about
convertible bonds and the approval thereof. a potential sale of a subsidiary.
In a total of two virtual meetings on June 26, 2023, the
The ordinary in-person meeting on April 26, 2023 focused Supervisory Board dealt with the placement of a capital Apart from the discussion of the Interim Financial Statements
on the examination of the draft Annual Financial Statement increase against cash contribution and approved it. for the nine-month period ending September 30, 2023,
and the Consolidated Financial Statements for the financial the business and financial update and the quarterly state-
year 2022, including, in particular, the Combined Manage- The Supervisory Board received a business and financial ment for the third quarter of the financial year 2023, the
ment Report of Delivery Hero SE and the Group, the Non- update for the second quarter of the financial year 2023 by ordinary in-person meeting on November 8, 2023 continued
Financial Report for the Group, the Corporate Governance the Management Board and, jointly with the Management focusing in particular on the potential sale of subsidiaries.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The Supervisory Board also informed itself about the cur- exchanges of commercially sensitive information as well as as part of the New Management Board Compensation Sys-
rent status of investigations with regard to the legal status on the Company’s D&O insurance. Furthermore, the Super- tem. Additionally, the Supervisory Board approved the
of riders at Glovoapp23, S.A. and Glovoapp Spain Platform, visory Board dealt with the New Management Board parameters for the 2024 LTI as well as for the financial per-
S.L. in Spain and Kadabra, S.A.S. in Argentina, a fine pro- Compensation System and potential parameters and tar- formance criteria and the ESG targets for the 2024 STI as
ceeding of BaFin and a legal dispute with a credit card com- gets for the long-term incentive (“2024 LTI”) component part of the Management Board compensation for the finan-
pany. The Supervisory Board also assessed the current sta- and the short-term incentive (“2024 STI”) component as cial year 2024 and the target total remuneration for the
tus of the achievement of the ESG targets set for the STI part of the Management Board compensation for the finan- financial year 2024 for the individual members of the Man-
bonus as part of the 2023 Management Board compensa- cial year 2024. agement Board. In addition, the Supervisory Board ap-
tion. Further, the Supervisory Board discussed and ap- proved by way of circular resolution the appointment of
proved changes to the objectives of the Supervisory Board, In the last virtual meeting on December 28, 2023, the Su- the auditor for the audit and review of the Annual and
in particular the profile of skills and competencies and the pervisory Board approved the budget and liquidity plan- Consolidated Financial Statements for the financial year
qualification matrix. The Supervisory Board members fur- ning proposed by the Management Board for the financial 2022 and the Interim Financial Statements for the nine-
ther assessed the fulfilment of the profile of skills and com- year 2024. Following this, the Supervisory Board discussed month period ending on September 30, 2023 and set the
petencies of the Supervisory Board and their independence the parameters and targets of the Management Board com- targets for the proportion of women on the Management
from the Company and the Management Board and dis- pensation for the financial year 2024 as well as the new Board. The Supervisory Board also approved several capital
cussed the upcoming elections of the Supervisory Board at Management Board service agreements as part of the New increases in kind in connection with the transfer and set-
the 2024 Annual General Meeting. Management Board Compensation System. Further, jointly tlement of the employee participation programs of Woowa
with the Management Board, the Declaration of Compli- Brothers Corp. in South Korea and the Glovo Group.
In the extraordinary virtual meeting on November 13, ance of the Company for the financial year 2023 was Following the closing of the Glovo transaction, the Super-
2023, the Supervisory Board approved the Interim Finan- discussed. visory Board approved via several circulation procedures
cial Statements for the nine-month period ending Septem- the amendment of the reservations of authorized capital
ber 30, 2023 and subsequently discussed and approved Certain transactions and measures of the Management for the creation of new shares as well as the acquisition of
the quarterly statement for the third quarter of the finan- Board require prior approval of the Supervisory Board due further shares in Glovo and the corresponding capital in-
cial year 2023. It also informed itself about external financ- to legal requirements or provisions in the Rules of Proce- creases via contribution in kind.
ing options. dure of the Management Board. The Supervisory Board
granted its approval by way of circular resolution, among
In the ordinary virtual meeting on December 19, 2023 joint- other things, to the Declaration of Compliance for the fi- Efficient work in the Supervisory Board’s
ly with the Management Board, the Supervisory Board nancial year 2023 (together with the Management Board) Committees
discussed the budget and liquidity planning proposed by as well as the target achievement in relation to the long- In accordance with the recommendations of the GCGC, the
the Management Board for the financial year 2024 as well term variable compensation of the Management Board and Supervisory Board has set up four committees, namely an
as the strategic planning for the forthcoming financial year. the granting of stock options to the Management Board, Audit Committee, a Remuneration Committee, a Nomina-
In particular, the Supervisory Board dealt with liquidity the opening of an exercise window for the established em- tion Committee and a Strategy Committee, to ensure the
planning as well as the business strategy in-depth and ployee participation program as well as the granting of proper allocation of its duties. Each committee consists of
discussed the potential sale of subsidiaries. In addition, the performance share units (“PSUS”) and restricted stock units three members. The respective Chairs of the committees
Supervisory Board received information regarding the (“RSUs”) for the settlement of the employee participation regularly reported on the content and outcome of the
unannounced inspection carried out by the European
programs and the corresponding capital increases. Further, meetings in the subsequent Supervisory Board meetings.
Commission concerning an alleged anti-competitive agree- the Supervisory Board approved by way of circular resolu-
ment to share national markets, no-poach agreements and tion the new service agreements of the Management Board
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
All members of the Committees took part in all Committee indicators and prepared the Supervisory Board’s proposal In the financial year 2023, the Strategy Committee held
meetings. to the 2023 Annual General Meeting for the appointment one in-person meeting and three virtual meetings. In these,
of the Auditor. the Strategy Committee focused on the Company’s strategy
In the financial year 2023, the Audit Committee held one and potential corporate acquisitions and divestments, in
in-person meeting and four virtual meetings, which were With Patrick Kolek as Chair of the Audit Committee as well particular on the potential sale of subsidiaries and the
also attended by the Auditor. In accordance with the rec- as Dr Martin Enderle as Deputy Chair, the Audit Committee post-merger integration of Glovo. In addition, the Strategy
ommendation of the GCGC, the Audit Committee regularly consists of two independent members pursuant to Sections Committee dealt with the Company’s profitability as well
meets without the Management Board. The Audit Commit- 100 (5) and 107 (4) AktG who have the required level of as the Company’s competitive situation.
tee also adopted four resolutions via circulation procedure. expertise in the fields of accounting and auditing as well
During these meetings, the Audit Committee regularly fo- as special knowledge and experience in the application of
cused on the accounting structures and processes, the in- accounting principles and internal control and risk man- Corporate governance
ternal control system, internal audit, risk management and agement procedures. As in the previous years, the Supervisory Board discussed
compliance organization including data protection and various corporate governance topics and, in particular,
cyber security, discussed these with the Auditor and debat- In the financial year 2023, the Remuneration Committee dealt in detail with the recommendations and suggestions
ed measures with the Chief Financial Officer to further held three virtual meetings. In accordance with the Man- of the GCGC. The Supervisory Board resolved, among oth-
strengthen these processes. In addition, the Audit Commit- agement Board compensation system which became fully er things based on these consultations, on the amendment
tee dealt with the Annual Financial Statement and the Con- effective in all of its parts on January 1, 2022, the Remuner- of the objectives of the Supervisory Board, in particular in
solidated Financial Statements, including the Combined ation Committee defined and proposed ESG targets to the relation to the profile of skills and competencies and the
Management Report for the financial year 2022 and dis- Supervisory Board for the STI bonus as part of the variable associated qualification matrix. In December 2023, the Su-
cussed the results of the audit of the 2022 Annual Financial compensation component for the Management Board pervisory Board, together with the Management Board,
Statement and Consolidated Financial Statements with the compensation. The Remuneration Committee further dealt adopted the Declaration of Compliance pursuant to Section
Auditor. The Chair of the Audit Committee agreed with the with the status of the target achievement in relation to the 161 AktG. The Management Board’s Rules of Procedure, the
Auditor on the key items of the year-end audit in advance. STI bonus for the 2023 Management Board compensation. Declaration of Compliance and the objectives of the Super-
After extensive consultation, the Audit Committee made a Moreover, the Remuneration Committee, supported by in- visory Board can permanently be found on the Company’s
recommendation to the Supervisory Board to approve the dependent compensation advisors, reviewed and discussed website. The full wording of the 2023 Declaration of
Annual and Consolidated Financial Statements for the finan- the appropriateness of the currently applicable fixed and Compliance and further information on the Company’s cor-
cial year 2022. Furthermore, the Audit Committee discussed, long-term variable compensation of the individual Man- porate governance can also be found in the Corporate
reviewed, and resolved upon the 2023 Half-Year Financial agement Board members. Based on these reviews, the Re- Governance Statement. For information regarding the
Report and the Interim Financial Statements for the nine- muneration Committee proposed a new Management compensation structure for the Management Board and
month period ending on September 30, 2023. Board compensation system to the Supervisory Board. For the Supervisory Board, please refer to the Compensation
information on the current compensation systems, please Report to avoid repetition.
Moreover, the Audit Committee dealt with non-financial refer to the Compensation Report.
reporting requirements (CSR Directive) and the Non-Finan-
cial Report for the Group as well as the Compensation Re- The Nomination Committee, which consists exclusively of Training and further education
port and approved the provision of non-audit services by shareholder representatives, held no meetings in the finan- The members of the Supervisory Board were continuously
the Auditor, in particular for the audit of the Non-Financial cial year 2023, as there was no need for elections or other informed about further relevant legal and regulatory chang-
Report for the Group. Furthermore, the Audit Committee personnel changes during the financial year 2023. es by representatives of the Company. Furthermore, the
dealt with the independence of the Auditor and the quali- Company trained the Supervisory Board members on cor-
ty of the year-end audit based on pre-defined audit quality porate governance related topics such as the independence
15
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
and the objectives of the Supervisory Board. With regard to The Auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, Personnel matters of the Management Board
developments in non-financial reporting, the Supervisory Berlin, appointed by the 2023 Annual General Meeting for There were no personnel or structural changes in the Man-
Board was also trained by an external international auditing the financial year 2023 upon recommendation of the A udit agement Board in the financial year 2023.
company on the Corporate Sustainability Reporting Direc- Committee and in accordance with the election proposal
tive (“CSRD”) and the European Sustainability Reporting of the Supervisory Board, audited the Annual Financial
Standards (“ESRS”), which create uniform European sustain- Statement of the Company and the Consolidated Financial Personnel matters of the Supervisory Board
ability reporting and standards. The members of the Super- Statements as well as the 2023 Combined Management There were no personnel or structural changes in the
visory Board and Management Board further received an Report of Delivery Hero SE and the Group (including the Supervisory Board in the financial year 2023.
annual training regarding reporting and disclosure require- Compensation Report) and granted an unqualified audit
ments in relation to their related parties and potential con- opinion. Furthermore, the Auditor audited the Non- The committees constituted by the Supervisory Board are
flicts of interest. During their respective onboarding period Financial Report for the Group for the financial year 2023 represented as follows:
as well as for training and development measures, each based on an independent content review to obtain limited
member of the Supervisory Board was provided extensive assurance. Audit Committee:
and individual support by the Company. – Patrick Kolek (Chair)
The 2023 Annual Report Documents and the audit findings – Dr Martin Enderle (Deputy Chair)
of the Auditor were discussed and examined in detail in – Jeanette L. Gorgas
Conflicts of interest the presence of the Auditor first during the Audit Commit-
Due to two conflicts of interest, the Supervisory Board tee’s meeting and then in the Supervisory Board’s meeting, Remuneration Committee:
member Gabriella Ardbo Engarås abstained from voting on in particular with regard to their compliance with the law – Dr Martin Enderle (Chair)
an agenda item in two virtual meetings. Apart from this and regulations. The Auditor reported on the key results – Patrick Kolek (Deputy Chair)
occasion, there were no other conflicts of interest in the and the specified scope of the audit as well as important – Gabriella Ardbo Engarås
Supervisory Board in the financial year 2023. audit findings. No facts were identified that contradicted
the Declaration of Compliance of the Management Board Nomination Committee:
and the Supervisory Board pursuant to Section 161 AktG. – Dr Martin Enderle (Chair)
Audit and adoption of the Annual Financial The Management Board and the Auditor were available for – Jeanette L. Gorgas (Deputy Chair)
Statement, approval of the Consolidated further questions and additional information requested by – Patrick Kolek
Financial Statements the Supervisory Board. No objections were raised following
The Management Board duly forwarded the 2023 Annual the final completion of the Audit Committee’s and the Su- Strategy Committee:
Financial Statement of Delivery Hero SE and the Consoli- pervisory Board’s examination. In accordance with the rec- – Jeanette L. Gorgas (Chair)
dated Financial Statements, the 2023 Combined Manage- ommendation of the Audit Committee, the Supervisory – Dr Martin Enderle (Deputy Chair)
ment Report for Delivery Hero SE and the Group, including Board approved the 2023 Annual Financial Statement and – Patrick Kolek
the Group Corporate Governance Statement, the Non- the Consolidated Financial Statements including the 2023
Financial Report for the Delivery Hero Group and the Com- Combined Management Report of Delivery Hero SE and the
pensation Report, as well as the respective Auditor’s re- Group and resolved upon the 2023 Non-Financial Report
ports (“2023 Annual Report Documents”) immediately after for the Group and the 2023 Compensation Report. Thus,
they were prepared to the members of the Audit Commit- the 2023 Annual Financial Statement was adopted.
tee and the Supervisory Board.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Dr Martin Enderle
Chair of the Supervisory Board of
Delivery Hero SE
17
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
CORPORATE
– Section B.2 sentence 1 and sentence 2 of the GCGC rec-
ommends that the supervisory board together with the
management board shall ensure a long-term succession
GOVERNANCE
planning and the approach shall be described in the Cor-
porate Governance Statement. With respect to the term
of the Management Board service agreements and the
age structure of the Management Board members cur-
rently in office, as well as the long-standing commitment
of Niklas Östberg, as chair of the Management Board
(Chief Executive Officer) and co-founder of the Company,
Corporate Governance Statement, Declaration of Compliance pursuant to Emmanuel Thomassin, as Chief Financial Officer of the
Group C orporate Governance Statement Section 161 of the German Stock Corporation Company, and Pieter-Jan Vandepitte as Chief Operating
(Sections 289f, 315d of the German Act (AktG) Officer of the Company, the Supervisory Board has not
Commercial Code (HGB)) The Declaration of Compliance will be permanently yet developed guidelines for the succession planning for
For Delivery Hero SE (also referred to as the “Company”), available on the Company’s website at Declaration of the Management Board members. To that extent, a devi-
good corporate governance is an essential prerequisite for, Compliance. ation is declared regarding this recommendation. The
and a reflection of, responsible and transparent leadership. Supervisory Board continuously monitors the need for
As a multinational group (the Company together with its Declaration of Compliance 2023 long-term succession planning and is committed to
consolidated subsidiaries also referred to as the “Delivery developing guidelines for the succession planning for
Hero Group”), we attach particular importance to manage- Declaration by the Management Board and the Super the members of the Management Board in line with the
ment geared toward long-term success, cooperation be- visory Board of Delivery Hero SE regarding the recom- specific needs of the Company to comply with this rec-
tween the Management Board, Supervisory Board and mendations of the Government Commission German ommendation of the GCGC in the future.
employees based on trust, as well as sustainable value Corporate Governance Code pursuant to section 161 AktG
creation and corporate control. The Management Board – Pursuant to Section B.3 of the GCGC, the first-time ap-
and the Supervisory Board of Delivery Hero SE are commit- Management Board and Supervisory Board of Delivery pointment of Management Board members shall be for
ted to the principles of strong and responsible corporate Hero SE declare: a period of not more than three years. Deviating from
governance and, in this regard, aim to meet the highest this, the Supervisory Board of the Company appointed
standards and the values of the Company. In addition to Delivery Hero SE (also the “Company”) has complied since Pieter-Jan Vandepitte in the financial year 2021 as a
applicable law, the Management Board and Supervisory the publication of the last declaration of compliance in member of the Management Board for an initial period
Board are guided in particular by the recommendations of December 2022 with the recommendations of the Govern- of five years. The term of his initial appointment ends on
the German Corporate Governance Code. The Supervisory ment Commission German Corporate Governance Code in April 30, 2026. Pieter-Jan Vandepitte has been Chief Op-
Board and the Management Board report annually on the the version dated April 28, 2022, published in the Federal erating Officer of the Company since August 1, 2015.
corporate governance of the Company together with the Gazette on June 27, 2022 (the “GCGC”), with the exception During this time, he has already proven himself as a
Group Corporate Governance Statement in accordance of the recommendations listed below. leader and demonstrated that he is closely familiar with
with Sections 289f, 315d of the German Commercial Code the Delivery Hero Group, its structures, values and objec-
(HGB), which is available on the Company’s website at In addition, the Company will continue to comply with the tives and the cooperation with the members of the Man-
Corporate Governance Statement. In accordance with recommendations of the GCGC in the future subject to the agement Board. Over the past years, the Supervisory
Principle 23 of the GCGC, this declaration is the central following deviations: Board has gained a comprehensive picture of Pieter-Jan
instrument of corporate governance reporting pursuant to Vandepitte’s working methods, experience and knowl-
Sections 289f, 315d of the German Commercial Code (HGB). edge. The Supervisory Board therefore believed that a
first-time appointment for a period of more than three
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
years was in the interests of the Company. Given that the actually received for a given financial year. The maximum Berlin, in December 2023
first-time appointment of Pieter-Jan Vandepitte as a compensation for the Chair of the Management Board is
Management Board member continues in the financial set at € 12 million and for the ordinary members of the Delivery Hero SE
year 2023, the Company declares, to that extent, a devi- Management Board at € 9 million. The Managent Board
ation regarding this recommendation. service agreements which are valid currently, until De- On behalf of the Supervisory Board
cember 31, 2023, were already concluded prior to the
– Section F.2 of the GCGC recommends that the consolidat- introduction of Section 87a (1) sentence 2 no. 1 AktG and
ed financial statements and the group management re- the Annual General Meeting on June 16, 2021, which
port shall be made publicly accessible within 90 days voted on the Management Board compensation system, Dr Martin Enderle
from the end of the financial year, while mandatory in- and do not contain a provision on maximum remunera-
terim financial information shall be made publicly acces- tion. Since such Management Board service agreements
sible within 45 days from the end of the reporting peri- are grandfathered and the GCGC does not require any
od. Due, among other things, to a large number of M&A adjustment of current contracts, the Company declares The Management Board
activities of the Company and the resulting need for in- to that extent a deviation with regard to this recommen-
tegration within the group, the Company has so far only dation of the GCGC.
published its financial reports within the statutory dead-
lines. In order to maintain a high quality of the financial – From January 1, 2024:
reporting, the Company will continue to publish the con- The Supervisory Board has resolved a new compensation Niklas Östberg Emmanuel Thomassin
solidated financial statements and the group manage- system for the members of the Management Board and
ment report as well as the mandatory interim financial submitted this compensation system to the Annual Gen-
information within the statutory deadlines. Consequent- eral Meeting on June 14, 2023 for approval. Pursuant to
ly, the Company hereby declares a deviation from the Section 87a (1) sentence 2 no. 1 AktG, this new compen-
respective recommendations. However, the Company is sation system also provides for a maximum compensa-
constantly seeking to improve its reporting system to tion which limits the total amount of compensation ac-
comply with these recommendations of the GCGC in the tually received for a given financial year. The maximum Pieter-Jan Vandepitte
future. compensation for the Chair of the Management Board is
set at € 12 million and for the ordinary members of the
– Until December 31, 2023: Management Board at € 9 million. The Supervisory Board
Pursuant to Section G.1 indent 1, half-sentence 2 of the has entered into new Management Board service agree-
GCGC, the compensation system of the Management ments with the members of the Management Board with
Board shall in particular specify the amount of total re- effect from January 1, 2024. These Management Board
muneration that may not be exceeded (maximum remu- service agreements contain the aforementioned provi-
neration). In accordance with this recommendation, the sions on maximum compensation. In this respect, the
Supervisory Board of the Company has resolved amend- Company will comply with recommendation G.1, indent
ments to the compensation system for Management 1, half-sentence 2 of the GCGC in the financial year 2024.
Board members and submitted this compensation system
to the Annual General Meeting on June 16, 2021 for ap-
proval. Pursuant to Section 87a (1) sentence 2 no. 1 of
the German Stock Corporation Act (Aktiengesetz, “AktG”),
the compensation system provides for a maximum com-
pensation which limits the total amount of compensation
19
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Compensation Report, compensation system Corporate governance and relevant disclosures react appropriately to conflicts of interest, corruption, fi-
The compensation system for the members of the Manage- on corporate governance practices nancial crimes, fraud, breaches of antitrust regulations and
ment Board pursuant to Section 87a (1) and (2) Sentence 1 Standards of good and responsible corporate other violations of the law.
of the German Stock Corporation Act (AktG), applicable in governance
the financial year 2023, was approved by the Annual Gen- Good corporate governance according to the guiding prin- To provide employees with guidance in their decision mak-
eral Meeting on June 16, 2021. Furthermore, the Annual ciple of the “reputable businessperson” serves to sustain- ing, the Company has developed a Code of Conduct that
General Meeting on June 16, 2021 adopted the resolution ably increase the Company’s value and promotes the trust defines the standards of conduct of the Delivery Hero
pursuant to Section 113 (3) of the German Stock Corpora- in our enterprise’s management and supervision among Group and constitutes a significant component of the com-
tion Act (AktG) on the compensation of the members of national and international investors, financial markets, pliance management system. The Company expects all
the Supervisory Board. This compensation system and the business partners, employees and the public. Accordingly, employees to adhere to the Code of Conduct and report
resolution can be accessed at Compensation. Also at the Company’s Management Board, Supervisory Board and violations, or potential violations, of the law, the Code of
Compensation the 2022 Compensation Report and the executives ensure that our corporate governance policies Conduct or other internal policies. The Company offers
corresponding audit report pursuant to Section 162 of the are actively practiced and continuously developed in all employees and third parties means of reporting – also
German Stock Corporation Act (AktG) are available. For in- areas of the enterprise. anonymously through its whistle-blower system. The Com-
formation regarding the compensation of the members of pliance department investigates reported incidents and, if
the Management Board and the Supervisory Board and the Corporate governance at Delivery Hero SE is determined in necessary, initiates appropriate measures.
members of the committees in the financial year 2023, particular by the applicable laws, the recommendations of
please refer to the detailed compensation report, which the GCGC as well as the Company’s Articles of Association The compliance management system is subject to contin-
can also be found on the Company’s website at AGM and the internal rules of procedure and policies. uous review and development by the Management Board
and additionally at Compensation. The compensation in cooperation with the relevant departments. The Man-
report also contains specific information on the Company’s The Management Board and the Supervisory Board attach agement Board bears overall responsibility for the proper
existing stock option programs and similar securities-based great value to an open corporate and management culture. functioning of the compliance management system; the
incentive systems. Positive interpersonal relations within the Company as well Supervisory Board and the Internal Audit department mon-
as the Delivery Hero Group are of paramount importance itor the system’s appropriateness and effectiveness.
The Supervisory Board has adopted a new compensation for the Company’s economic success and the satisfaction
system for the members of the Management Board pursu- of its customers, employees, partners and shareholders. A Risk management and internal control system
ant to Section 87a (1) and (2) Sentence 1 of the German detailed description of our corporate social responsibility Within Delivery Hero SE, the Risk Management System
Stock Corporation Act (AktG) which was approved by the can be found in the Non-Financial Report for the Group, (“RMS”) is designed to support the enterprise in the early
Annual General Meeting on June 14, 2023. This new com- which is also available on the Company’s website at NFR. detection, management and monitoring of significant risks
pensation system has been in effect from January 1, 2024, for the Delivery Hero Group and their impact on the busi-
and can be accessed at Compensation. Compliance, compliance management and the Code of ness strategy.
Conduct of Delivery Hero SE
For Delivery Hero SE, compliance is set up to foster a sus- As part of the business strategy, sustainability targets based
tainable corporate culture of integrity, responsibility and on internal and external sustainability data are considered
effective risk management. To ensure that its business is in the risk management process and overall RMS. The RMS
conducted in full compliance with the law and internal pol- manages and streamlines the group-wide risk manage-
icies, the Delivery Hero Group has set up a compliance ment process, controls all risk management-related activi-
management system to systematically prevent, detect and ties and ensures a comprehensive view of all significant
20
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
risks of the Delivery Hero Group. Further details about key Internal auditing system As an SE with its registered office in Germany, the Compa-
objectives, the risk strategy, the duties of central risk man- The Internal Audit acts independently and reports function- ny is subject to the European and German SE regulations
agement, the recipients of the Risk and Opportunity Report ally to the Audit Committee of the Supervisory Board as as well as to the German Stock Corporation Act (AktG).
and information on Delivery Hero SE’s RMS can be found well as administratively to the General Counsel. It is sepa- The Company has a dual management system that assigns
in the Risk and Opportunity Report in the Combined Group rate and distinct from the Management Board of Delivery the management of the enterprise to the Management
Management Report. Hero SE, the Governance, Risk & Compliance (GRC) depart- Board and advice and monitoring of the Management
ment, and the external auditors. Board to the Supervisory Board. The Management Board
An objective of the group-wide internal control system and the Supervisory Board cooperate on a basis of trust
(“ICS”) is presented in the subsection “Internal control sys- The primary objective of Internal Audit is to assist members to the benefit of the enterprise and are in regular contact
tem for financial reporting” of the Risk and Opportunity of the Management Board and the Supervisory Board of with one another.
Report in the Combined Group Management Report. Delivery Hero SE in the effective discharge of their respon-
sibilities by providing them with analyses, appraisals, rec- Duties, lines of authority, and composition of the
Furthermore, the ICS is designed to ensure compliance with ommendations, and information concerning the activities Management Board
internal policies, statutory rules and regulations, to protect reviewed. It also aims to promote effective controls at a As the Management Board of Delivery Hero SE, Niklas
company assets, and to achieve business strategies and reasonable cost aligned with the company’s strategic ob- Östberg (Chair of the Management Board, Chief Executive
goals by reducing financial and operational risks. Controls jectives. This is accomplished by providing risk-based and Officer), Emmanuel Thomassin (Chief Financial Officer) and
are designed to enable the permanent monitoring and objective assurance, advice, and insight at the direction of Pieter-Jan Vandepitte (Chief Operating Officer) are person-
management of the risks. The achievement of the Delivery the Chief Audit Executive. ally responsible for managing the Company’s business di-
Hero Group’s sustainability targets is supported by estab- visions assigned to them. In doing so, the Management
lished controls in the assessment and monitoring of sus- Internal auditing serves to promote responsible corporate Board is obligated to act in the Company’s interest and
tainability data. governance in accordance with the standards and code of committed to its sustainable value creation. Niklas Östberg,
ethics of the Institute of Internal Auditors (IIA) and the Ger- Emmanuel Thomassin and Pieter-Jan Vandepitte lead the
Both the RMS and the ICS are evaluated for appropriateness man Institute for Internal Auditing (DIIR). The Internal Au- Company in a spirit of partnership and, in coordination
and effectiveness by the Internal Audit function. The sys- dit team provides the Audit Committee of the Supervisory with the Supervisory Board, are jointly responsible for the
tems are constantly being further developed. The reporting Board with a quarterly report on its activities. These reports corporate strategy and its day-to-day implementation in
recipients of the ICS are equivalent to the RMS. The com- contain, among other things, an account of the current accordance with applicable laws, the Articles of Association
pliance management system is integrated into the RMS and status of the various audits conducted under the annual of the Company and the Rules of Procedure of the Manage-
ICS and follows the Delivery Hero Group’s risk position. audit plan, significant findings of completed audits, and ment Board. The management of all business divisions is
any outstanding issues relating to the implementation of aligned with the targets set by the resolutions of the Man-
management action plans. agement Board. Irrespective of the distribution of business
responsibilities, the members of the Management Board
Duties, composition and working methods of the are jointly responsible for managing the Company. They
Management Board and the Supervisory Board work together in a collegial manner and inform each oth-
as well as of the Supervisory Board’s committees. er on an ongoing basis of significant measures and trans-
Dualistic management and control structure actions in their respective business divisions.
The company form of a European public company (Societas
Europaea, SE) expresses Delivery Hero SE’s self-image as The Rules of Procedure of the Management Board laid
an internationally oriented Company with European roots. down by the Supervisory Board govern the cooperation
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
and responsibilities of the Management Board members. with which they have a personal relationship on the other, who, as Chief Operating Officer of the Company since Au-
In particular, they contain regulations on the working must comply with standard industry practices and may be gust 2015, had already proven himself as a leader and
methods of the Management Board members and on the subject to prior approval by the Supervisory Board. Man- demonstrated that he is very familiar with the Delivery
cooperation with the Supervisory Board. They also contain, agement Board members may pursue secondary employ- Hero Group, its structures, values and objectives, and the
inter alia, a catalog of matters requiring Supervisory Board ment, especially more than two supervisory board or cooperation with the members of the Management Board.
approval, set out the quorum and the majorities required comparable mandates at listed companies outside the A premature re-appointment prior to one year before the
for the passing of Management Board resolutions and de- Delivery Hero Group, with the approval of the Supervisory end of an appointment period with simultaneous termi-
termine the matters that are subject to the decision of the Board only. nation of the current appointment shall happen only if
entire Management Board. Management Board meetings special circumstances apply.
are held on a regular basis, usually every week. The Man- The Supervisory Board is aware of the particular impor-
agement Board, especially the chair, maintains regular con- tance of diversity in the Company’s management. It firmly Due to the term of appointment until April 30, 2026, the
tact with the chair of the Supervisory Board. believes that management and supervisory bodies with a age structure and the long-standing commitment of the
diverse composition open up diversified perspectives that Management Board members currently in office, the Super-
The Management Board discusses the current state of in turn enable decision-making processes that contribute visory Board has not yet developed guidelines for the suc-
strategy implementation with the Supervisory Board at to a sustainable increase in performance. As regards the cession of Management Board members. The Supervisory
regular intervals. It informs the Supervisory Board regu- composition of the Management Board, the Supervisory Board continuously monitors the need for long-term suc-
larly, promptly and comprehensively with regard to all Board – even though professional and technical qualifica- cession planning and is committed to developing guide-
questions of strategy, planning, business development, tions are always the decisive criterion – attempts to take lines for the succession planning for the members of the
risk exposure, risk management and compliance that are the international character and various core sectors of the Management Board in line with the specific needs of the
of relevance to the Delivery Hero Group. In this context, Company’s business model into consideration as appropri- Company.
the Management Board addresses deviations in the course ately as possible while at the same time honoring the prin-
of business development from established plans and ciple of diversity, particularly with regard to professional Duties, lines of authority and composition of the
agreed targets, indicating the reasons for them. The Su- experience and the expertise of the candidates. Even Supervisory Board
pervisory Board may at any time request a report from the though performance and qualifications are the paramount The Supervisory Board is responsible for regularly advising
Management Board on matters concerning the Company, factors when selecting Management Board members, such and monitoring the Management Board in its management
on its legal and business relations with affiliated compa- members shall not be older than 65 years at the time of of the enterprise. The Supervisory Board performs its func-
nies, and on business operations at these companies their appointment. tions in accordance with statutory provisions, the Articles
which may have a significant influence on the situation of of Association of the Company and its own rules of proce-
the Company. Niklas Östberg and Emmanuel Thomassin were first ap- dure. It is involved in decisions of fundamental importance
pointed as members of the Management Board in the fi- for the enterprise and – for the benefit of the enterprise –
When making decisions, Management Board members nancial year 2018 following the change of legal form to works closely and in a spirit of trust with the other govern-
may not pursue any personal interests. During their term an SE. Pieter-Jan Vandepitte was first appointed as a mem- ing bodies of the Company, especially the Management
of office, they are subject to a comprehensive non-compete ber of the Management Board in the financial year 2021. Board.
clause and must not exploit business opportunities of the As a rule, the first-time appointment of Management
Delivery Hero Group for their own gain. Each member of Board members should not exceed a maximum period of The Articles of Association of the Company stipulate that
the Management Board must immediately disclose any three years. However, the Supervisory Board first appoint- the Supervisory Board consists of six members. The Super-
conflicts of interest to the Supervisory Board. All transac- ed Pieter-Jan Vandepitte as a member of the Company’s visory Board comprises six members, three of whom are
tions between Delivery Hero SE or other companies of the Management Board in the financial year 2021 for a term employee representatives.
Delivery Hero Group on the one hand, and Management of five years. The members of the Supervisory Board here-
Board members as well as related parties and companies by expressed their confidence in Pieter-Jan Vandepitte,
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The members of the Supervisory Board in the 2023 financial conducted in cooperation with an external consultant in The Supervisory Board members should collectively possess
year were 1: October 2022. the knowledge, skills and professional experience neces-
sary for the proper discharge of their duties – supervising
– Dr Martin Enderle (member and Chair since May 29, 2017) The Supervisory Board members undertake the training and advising the Management Board. Furthermore, the
– Patrick Kolek (member since June 3, 2017, Deputy Chair and development measures required for their duties on legal gender quota is to be considered. The individual
since July 13, 2018) their own responsibility and are supported in this by the members of the Supervisory Board should possess the
– Jeanette L. Gorgas (member since June 18, 2020) Company. The Company offers regular training by external knowledge, skills and professional qualifications and expe-
– Gabriella Ardbo Engarås (member since June 18, 2020) lawyers and Company employees on topics such as capital rience they need to properly and diligently fulfill the duties
– Nils Engvall (member since June 18, 2020) market law and corporate governance. Furthermore, the and responsibilities assigned to them. At least one member
– Dimitrios Tsaousis (member since November 2, 2021) Company has developed a comprehensive onboarding pro- of the Supervisory Board and the Audit Committee must
gram for new Supervisory Board members, which can also have expertise in the field of accounting. At least one ad-
The Supervisory Board has adopted rules of procedure for be attended by existing Supervisory Board members. In ditional member of the Supervisory Board and the Audit
itself that govern in particular the working methods and addition to presentations on the Delivery Hero Group’s Committee must have expertise in the field of financial
the division of responsibilities of the Supervisory Board and business model and structure of the enterprise, the on- auditing. Each Supervisory Board member is required to
its committees. The chair of the Supervisory Board coordi- boarding program includes presentations by employees in have general knowledge of the field in which the Delivery
nates the work of the Supervisory Board and represents the particular from the Finance, Investor Relations, Strategy, Hero Group operates, either through practical experience,
interests of the Supervisory Board externally. In accordance Governance, Risk and Compliance, and Internal Audit de- intensive training, corporate investment management or
with the suggestion in Section A.6 GCGC, he is – to an ap- partments. In this context, the members of the Supervisory through longtime advisory activities. The chairs of the Su-
propriate extent – prepared to hold discussions with inves- Board have the opportunity to bilaterally discuss current pervisory Board’s committees should each have specific
tors on issues specific to the Supervisory Board. The Super- issues relating to the business divisions of the Management knowledge within the respective committee and experi-
visory Board holds at least two meetings per calendar Board with the respective members of the Management ence in drawing up agendas as well as sound knowledge
half-year, with further meetings convened as and when Board and other executives. With regard to the specific in preparing and chairing meetings. In addition, all mem-
necessary. Meetings held, and resolutions passed, in writ- activities of the Supervisory Board in the financial year bers of the Supervisory Board must have sufficient time
ing, by telephone or by means of electronic media are per- 2023, please refer to the Report of the Supervisory Board. available to discharge their duties to supervise and advise
missible. In general, the Supervisory Board passes its reso- the Management Board. No more than two former mem-
lutions by a simple majority of the members participating In accordance with the recommendations of the GCGC, the bers of the Management Board shall be members of the
in the vote; in the event of a tie, the chair shall have the Supervisory Board has set up four committees: an Audit Supervisory Board.
casting vote. The Supervisory Board discusses the business Committee, a Remuneration Committee, a Nomination
development, strategic planning and significant invest- Committee and a Strategy Committee. Each committee Each member of the Supervisory Board is obliged to ob-
ments on a regular basis. The Supervisory Board also reg- comprises three members. The chair of each committee serve the enterprise’s best interest. They may neither pur-
ularly assesses how effectively the Supervisory Board as a reports regularly and comprehensively to the full Supervi- sue personal interests in their decisions nor exploit busi-
whole and its committees fulfill their tasks. The evaluation sory Board on the work of the committee. ness opportunities of the Delivery Hero Group for their own
is based on a survey using electronic questionnaires that benefit. No candidates shall be proposed for election as
reflect current requirements of the applicable German law The Supervisory Board of the Company has set objectives members of the Supervisory Board to the Annual General
and the GCGC and contain questions addressing all aspects regarding its composition and has determined a profile of Meeting who, at the same time, are members of the gov-
of the Supervisory Board’s work. The Supervisory Board skills and competencies for the body as a whole, which in erning bodies of, or exercise advisory functions at, signifi-
then discusses the results in a meeting and decides upon particular seeks to ensure the following: cant competitors of the Delivery Hero Group, or hold any
any necessary improvements. The self-evaluation was last personal relationships with a significant competitor or who
(potentially) are permanently or frequently subject to a
1 The disclosures on the membership in the Supervisory Board and the Supervisory Board committees and the chairpersonship of the Supervisory Board also refer to the period prior to the legal form change from Delivery Hero AG to Delivery Hero SE
coming into force on July 13, 2018.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
conflict of interest. Supervisory Board members must dis- in Section C.7 sentence 2 and sentence 3 GCGC. If the Com-
close possible conflicts of interest to the Chair of the Su- pany has a controlling shareholder and the Supervisory
pervisory Board immediately. The Chair of the Supervisory Board comprises six members or less, at least one share-
Board must disclose an own conflict of interest to the Dep- holder representative shall be independent of the con-
uty Chair of the Supervisory Board. Conflicts of interest that trolling shareholder. At present, there is an age limit of 70
have occurred are handled appropriately; the Supervisory years and a term limit of twelve years for Supervisory Board
Board provides information about them and how they were members, from which, however, deviations can be made
addressed in its report to the Annual General Meeting. Ma- in justified individual cases, since the most important factor
terial and not merely temporary conflicts of interest involv- for the appointment as a member of the Supervisory Board
ing a Supervisory Board member shall result in the termi- is the candidate’s professional and technical qualifications.
nation of the Supervisory Board member’s mandate.
The chair of the Supervisory Board, the chair of the Audit
The Supervisory Board shall reflect a well-balanced level of Committee and the chair of the Remuneration Committee
diversity, particularly in respect of the internationality of shall be independent from the Company and the Manage-
its members, their experience and different career paths ment Board. The chair of the Audit Committee shall also
and professional backgrounds. The Supervisory Board has be independent from controlling shareholders.
set a target for the quota of women and men on the Su-
pervisory Board (for further details in this regard, please The Supervisory Board is convinced that the composition
refer to the section about the targets on the appointment described ensures independent and efficient advice and
of women in management roles). supervision of the Management Board. The implementa-
tion status of the profile of required skills and expertise is
Bearing in mind the Delivery Hero Group’s international disclosed below in the form of a qualification matrix.
operations, at least three members of the Supervisory
Board shall have international business experience in the
Delivery Hero Group’s core markets, namely in Europe,
South America, the Middle East and North Africa (MENA)
and the Asia-Pacific region. The appropriate business ex-
perience may be acquired in particular through manage-
ment tasks in a globally operating company or by working
as an advisor.
24
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Composition of the Supervisory Dr Martin Enderle, Patrick Kolek, Jeanette L. Gorgas, Gabriella Ardbo Nils Engvall, Dimitrios Tsaousis,
Board of Delivery Hero SE Chair Deputy Chair Member Engarås, Member Member Member
– Age 58 53 55 31 38 51
– Committee memberships 4 4 3 1 – –
– Independence 1
– E
xperience in managing or
supervising a medium or large
sized international company
– E
xperience in strategic planning as
well as the evaluation, development
and implementation of a business
strategy
– E
xpertise regarding sustainability
issues relevant to the enterprise
– greenhouse gases
– food waste
– W
orkforce, safety and
human rights
– working conditions
– employee development
25
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Composition of the Supervisory Dr Martin Enderle, Patrick Kolek, Jeanette L. Gorgas, Gabriella Ardbo Nils Engvall, Dimitrios Tsaousis,
Board of Delivery Hero SE Chair Deputy Chair Member Engarås, Member Member Member
– Responsible governance
and ethics
– K
nowledge of the food delivery
business
– K
nowledge of relevant markets in
which the Delivery Hero group
competes
– K
nowledge in the fields of
marketing, sales, technology
and digitalization
– G
eneral knowledge in the field
of accounting
– G
eneral knowledge in the fields of
controlling and risk management
– G
eneral knowledge of legal and
corporate governance standards
– G
eneral knowledge in the field
in which Delivery Hero operates
– Europe
– Latin America
– Asia-Pacific Region
26
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The Supervisory Board reviews the continuation of target compliance. The Audit Committee also reviews the audit Committee as a whole are familiar with the sector in which
achievement regarding the composition of the Supervisory reports and the auditor’s findings and makes recommen- the Company operates.
Board and the fulfillment of the profile of skills and com- dations to the Supervisory Board in this regard. On behalf
petencies at regular intervals. of the Supervisory Board, the Audit Committee shall also Composition and working methods of the
be responsible (i) for the approval of material transactions Remuneration Committee
Proposals submitted by the Supervisory Board to the An- between the Company on the one hand and a member of The compensation system for the Management Board as
nual General Meeting for the election of Supervisory Board the Management Board or a related party within the mean- well as the amount and appropriateness of the compensa-
members take these objectives into account while, at the ing of Section 138 of the German Insolvency Code (Insol- tion of the individual Management Board members and
same time, aiming for continuous fulfillment of the profile venzordnung) or a relative within the meaning of Section the compensation system for the Supervisory Board are
of skills and competencies for the body as a whole. Each 15 of the German General Tax Code (Abgabenordnung) of reviewed and – if necessary – revised by the Remuneration
candidate proposal to the Annual General Meeting is ac- a member of the Management Board on the other, and (ii) Committee. In this regard, the Remuneration Committee
companied by a curriculum vitae, providing information for the approval of transactions with related parties pursu- supports the activities of the full Supervisory Board.
on the relevant knowledge, skills and professional experi- ant to Section 111b (1) of the German Stock Corporation
ence as well as an overview of the material activities per- Act (AktG). The members of the Remuneration Committee in the 2023
formed in addition to the Supervisory Board mandate. The financial year were:
curricula vitae of all Supervisory Board members are up- The members of the Audit Committee in the 2023 financial
dated continuously, but at least once a year, and published year were: – Dr Martin Enderle (member until July 13, 2018, member
on the Company’s website at Team. and Chair since August 1, 2018)
– Patrick Kolek (member and Chair since August 1, 2018) – Patrick Kolek (member since August 1, 2018, Deputy
For further information, please refer to the objectives of – Dr Martin Enderle (member until July 13, 2018 and since Chair since June 16, 2021)
the Supervisory Board of Delivery Hero SE with respect to August 1, 2018, Deputy Chair since June 16, 2021) – Gabriella Ardbo Engarås (member since June 18, 2020)
its composition, which can be found on the Company’s – Jeanette L. Gorgas (member since October 19, 2021)
website at Objectives.
As Chair of the Audit Committee and certified public ac-
Composition and working methods of the countant, Patrick Kolek possesses the expertise required
Audit Committee according to Sections 100 (5) and 107 (4) of the German
The Audit Committee is, inter alia, responsible for prepar- Stock Corporation Act (AktG) in the fields of accounting and
ing resolutions of the Supervisory Board relating to the financial auditing along with special knowledge and expe-
audit and the approval of the Annual Financial Statement rience in the application of accounting standards and in-
and the approval of the Consolidated Financial Statements, ternal control procedures. In addition, according to his own
as well as for the Management Board’s draft proposal for assessment and that of the Supervisory Board, Patrick Kol-
the appropriation of net retained profits and the Supervi- ek is independent. Furthermore, he is not a former member
sory Board’s proposal to the Annual General Meeting for of the Company’s Management Board. As Deputy Chair, Dr
the election of an auditor. In addition, the Audit Committee Martin Enderle has the necessary expertise in the field of
deals in particular with the monitoring of accounting, the accounting. This is due, in particular, to his many years of
accounting process, the appropriateness and effectiveness practical experience as managing director and CEO of nu-
of the internal control system, the risk management system merous companies. In addition, he gained various experi-
and the internal audit system, as well as with the audit of ence in financial auditing during his mandate as a member
the financial statements – particularly the selection and of the supervisory board of Rocket Internet SE and his
independence of the auditor, the quality of the audit and long-standing mandate on the Supervisory Board and Audit
the additional services performed by the auditor – and Committee of Delivery Hero SE. The members of the Audit
27
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Composition and working methods of the Composition and working methods of the The Management Board has set targets for the period from
Nomination Committee Strategy Committee June 27, 2022 to June 26, 2027 of 33.3 women in the first
The Nomination Committee is composed exclusively of The Strategy Committee is composed exclusively of share- management level below the Management Board and
shareholder representatives and nominates suitable candi- holder representatives and deals with matters of material 22.2% in the second management level.
dates to the Supervisory Board for its proposals to the An- strategic importance to the Delivery Hero Group. These
nual General Meeting for the election of Supervisory Board include, but are not limited to, certain capital expenditures, The Supervisory Board set a new five-year target of one
members. In addition to the statutory requirements and the entry into new business areas, the acquisition and sale woman and one man on the Management Board by July
the recommendations of the GCGC, it also takes into ac- of a company or shares in a company, cooperation agree- 31, 2028, for female and male representation on the Man-
count the desired profile of skills and competencies for the ments of strategic importance and other strategic issues. agement Board.
entire body with regard to the knowledge, skills and pro-
fessional experience of the candidates, the specific objec- The members of the Strategy Committee in the 2023 finan- In accordance with the law, the Supervisory Board of the
tives of the Supervisory Board for its composition and the cial year were: Company must consist of a minimum of 30.0% women and
diversity of the body. On this basis, the Nomination Com- a minimum of 30.0% men. The Company is required by law
mittee determines an appropriate number of available – Jeanette L. Gorgas (member and Chair since June 18, 2020) to comply with minimum percentages for both the number
candidates, with whom it conducts interviews. In this con- – Dr Martin Enderle (member since August 1, 2018, Deputy of women and men when appointing members to the Su-
text, it considers whether the candidates meet the compe- Chair since June 16, 2021) pervisory Board. Reasons must be given for any failure to
tence profile and the objectives of the Supervisory Board – – Patrick Kolek (member since August 1, 2018) meet these standards. In the financial year 2023, the pro-
in particular, whether they are independent and free of portion of women and men on the Supervisory Board
conflicts of interest and whether they have sufficient time Targets on the appointment of women in amounted continuously to at least 33.3% respectively. The
to diligently fulfill the duties of a Supervisory Board mem- management roles pursuant to Section 76 (4) minimum percentages of 30.0% on the Supervisory Board
ber. The Nomination Committee then nominates the suit- and Section 111 (5) of the German Stock were thus met throughout the entire financial year 2023
able candidates to the Supervisory Board for approval to- Corporation Act (AktG) based on joint compliance, i.e. taking into account both
gether with an explanation of the selection process and According to Section 76 (4) sentence 1 of the German Stock the shareholder and the employee representatives.
the suitability of the candidates. Further, the Nomination Corporation Act (AktG), the Management Board must set
Committee concerns itself with the succession planning of targets for the quota of women in the two management Diversity plan
as well as suitable candidates for the Management Board levels below the Management Board. According to Sec- The Management Board of Delivery Hero SE believes that
and prepares a proposal to the Supervisory Board following tion 111 (5) sentence 1 of the German Stock Corporation diversity is key to creating an amazing customer and em-
the detailed assessment of the suitability of a potential Act (AktG), the Supervisory Board must likewise set targets ployee experience as well as a better future for the com-
candidate. for the quota of women on the Supervisory Board and on munities we operate in. Therefore diversity and inclusion
the Management Board. are firmly embedded in the corporate culture of the Com-
The members of the Nomination Committee in the 2023 pany and the Delivery Hero Group. All dimensions of diver-
financial year were: The Company attaches great importance to diversity sity exist on an equal footing at Delivery Hero SE, be they,
throughout the Delivery Hero Group and believes that the for example, age, gender, educational background and
– Dr Martin Enderle (member until July 13, 2018, member participation of different groups at managerial levels is profession, origin and religion, or sexual orientation and
and Chair since August 1, 2018) prudent for driving business growth and leading our mar- identity. The employees of Delivery Hero SE come from
– Patrick Kolek (member since August 1, 2018) ket in innovation. That being so, the Management Board is more than 100 different countries and six continents. The
– Jeanette L. Gorgas (member since June 18, 2020, Deputy pursuing projects in partnership with the Diversity and Management Board and the Supervisory Board of the Com-
Chair since June 16, 2021) Inclusion team to improve the quota of women and other pany also regard it as their duty to further promote – be-
diversity characteristics within managerial positions. yond setting targets for the women’s quota on the Man-
agement Board and Supervisory Board and in management
positions – the consideration of the various dimensions of
28
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
diversity in the Company and to create a space which al- the suggestion in Section A.7 GCGC that an annual general D&O insurance
lows for the unfolding of potential. meeting should be completed within four to six hours at The Company has taken out a directors’ and officers’ lia-
the latest. Each share grants one vote. On the basis of its bility insurance (called D&O insurance) for the members
Many initiatives were carried out throughout the past fi- statutory duties, the Annual General Meeting decides, inter of the Management Board and the Supervisory Board that
nancial year. Most notable among these is the continuation alia, on the appropriation of net retained profits, the dis- covers the liability arising from their activities on the Man-
of the Diversity and Inclusion Advisory Board (“DAB”). charge of the Management Board and the Supervisory agement Board and the Supervisory Board. For the Man-
Established in 2021, the DAB is a body of expertise that Board, the appointment of the auditor, the election of agement Board, retention of 10% of the loss, up to the
advises the Management Board in order to drive and pro- Supervisory Board members as well as on capital or struc- amount of one-and-a-half times the fixed annual remu-
mote the Company’s development and efforts regarding tural measures. neration, is stipulated in the insurance policy. This reten-
diversity and inclusion. In doing so, the DAB focuses on tion is in accordance with the German Stock Corporation
bringing forward perspectives and representing the inter- In the financial year 2023, the Management Board and the Act (AktG).
ests of underrepresented groups related to visible identi- Supervisory Board of the Company decided to hold the
ties like gender, ethnicity, and disability, as well as invisible Annual General Meeting as a virtual Annual General Meet- Transparent corporate governance and communication
identities such as sexual orientation, religion, and neuro- ing without the physical presence of the shareholders or Transparency is one of the essential components of good
diversity. Further details on specific actions can be found their proxies pursuant to Section 118a paragraph (1) sen- corporate governance. The shares of the Company are
in the Non-Financial Report for the Group. In addition, since tence 1 of the German Stock Corporation Act (AktG). listed in the Prime Standard segment of the Frankfurt
2021, the Company has been implementing the Women in Stock Exchange. As a company listed in the German Stock
Leadership program, focused on enhancing equality and The Company supports the shareholders as far as possible Index MDAX, Delivery Hero SE is thus subject to high legal
increasing representation of women in leadership posi- in the exercise of their rights in the Annual General Meet- and stock exchange transparency requirements. Delivery
tions to create outstanding leaders who strengthen our ing. All documents and information relating to the Annual Hero SE reports on the situation and development of the
business. As of December 31, 2023, 48% of the Company’s General Meeting are available to all interested parties in Company and the Delivery Hero Group in both German
women leaders with the position of director or higher have German and English on the Company’s website at AGM and English in order to inform institutional investors, pri-
participated in the program. as soon as the Annual General Meeting has been convened. vate shareholders, financial analysts, business partners,
Following the Annual General Meeting, the voting results employees and the interested general public simultane-
To date, the Company has not pursued a diversity concept are also made available on the Company’s website in Ger- ously and equally. All material information, such as ad hoc
of its own in respect of the composition of the Manage- man and English. announcements and voting rights notifications, reporta-
ment Board and the Supervisory Board. Nevertheless, the ble changes in the composition of the shareholder struc-
manifestation and further development of an open and Shareholders have the option of exercising their voting ture, all financial reports and the financial calendar, are
integrative corporate culture has a high priority in the dai- rights in the Annual General Meeting themselves or having published on the Company’s website in German and Eng-
ly work of the Management Board and the Supervisory it exercised by an authorized proxy of their choice. In ad- lish. In addition, the Company also publishes on its web-
Board. dition, the Management Board ensures the appointment site at DD the transactions in shares of the Company
of an authorized proxy for the exercise of the shareholder’s carried out by members of the Management Board and
Corporate governance practice and transparency voting rights in accordance with the shareholder’s instruc- the Supervisory Board of Delivery Hero SE, and by persons
Shareholders and the general meeting tions (voting proxy appointed by the Company); this au- closely associated with them, in accordance with Article
The shareholders exercise their co-management and con- thorized proxy is also available during the Annual General 19 of Regulation (EU) No. 596 / 2014 (Market Abuse Regu-
trol rights in the Annual General Meeting, where they also Meeting. lation). As part of its comprehensive investor relations
exercise their voting rights. The Annual General Meeting work, the Company maintains close and constant contact
is chaired, in accordance with the Articles of Association, with current and potential shareholders.
by the chair of the Supervisory Board or by another Super-
visory Board member designated by him. As chair of the
meeting, the chair of the Supervisory Board is guided by
29
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Accounting and auditing to Section 161 of the German Stock Corporation Act
The unaudited Half-Year Financial Report as of June 30, (AktG). The chair of the Audit Committee is also in direct
2023 and the Consolidated Financial Statements as of De- contact with the Auditor outside of the Audit Committee
cember 31, 2023 were drawn up according to the Interna- meetings to ensure a regular and timely exchange on im-
tional Financial Reporting Standards (IFRS) as applicable in portant issues. Prior to the election proposal of the Audi-
the EU. The Consolidated Financial Statements contain in tor to the Annual General Meeting, the Company obtains
addition the disclosures that are required according to Sec- a comprehensive declaration of independence from the
tion 315a (1) of the German Commercial Code (HGB). The Auditor in order to ensure that there are no business, fi-
Annual Financial Statement of the Company for the finan- nancial, personal or other relations that could cast doubt
cial year 2023 was drawn up according to the provisions of on the independence of the Auditor.
the German Commercial Code (HGB) and the provisions of
the German Stock Corporation Act (AktG). Berlin, April 23, 2024
The Auditor promptly reports to the chair of the Audit Niklas Östberg Emmanuel Thomassin
Committee about any possible grounds for exclusion or
reasons for bias that arise during the audit if they are not
promptly eliminated. The Auditor shall also report prompt-
ly on all findings and issues of material importance for the
tasks of the Supervisory Board which come to the Auditor’s
knowledge during the performance of the audit. It is like-
wise agreed that the Auditor will inform the Supervisory Pieter-Jan Vandepitte
Board and note in the audit report, if, during the perfor-
mance of the audit, he identifies any facts that indicate an
inaccuracy in the declaration of compliance issued by the
Management Board and the Supervisory Board pursuant
30
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Takeover-related Disclosures and Persons who exercise managerial duties at Delivery Hero Financial Statement as well as in the “Voting Rights Notifi-
explanatory Notes by the Management SE within the meaning of the Market Abuse Regulation (EU) cations” section on the Company’s website at Voting
Board No. 596 / 2014 (“MAR”), must observe the closed periods Rights (link unaudited by KPMG).
This chapter contains the disclosures pursuant to Sections (trading prohibitions) established by Article 19 (11) MAR.
289a sentence 1, 315a sentence 1 of the German Commer- Shares with special rights conferring powers
cial Code together with the explanatory report of the Man- Restrictions on voting rights of control
agement Board pursuant to Section 176 (1) sentence 1 To the best knowledge of the Management Board of the There are no shares with special rights conferring powers
German Stock Corporation Act (Aktiengesetz – “AktG”) in Company, the restrictions on voting rights are as follows: of control.
conjunction with Section 9 (1) lit. c (ii) SE Regulation.
– Pursuant to Sections 71b and 71d AktG, by the end of the Statutory requirements and provisions in the
Composition of subscribed capital reporting period, there were no voting rights with re- Articles of Association regarding the appointment
At the end of the reporting period, the Company’s sub- spect to 23,710 shares in the Company. and dismissal of members of the Management
scribed capital amounted to € 270,660,497.00 which was – At the end of the reporting period, the members of the Board, and the amendment of the Articles of
subdivided into 270,660,497 no-par value registered shares. Management Board were restricted in exercising their Association
voting rights in accordance with Section 136 AktG with In accordance with Section 7 (3) of the Articles of Associa-
There are no different share classes. The same rights and respect to 1,122,321 shares in the Company held by tion, the Supervisory Board is responsible for the appoint-
obligations are associated with all shares. Each share grants them. ment of members of the Management Board, the conclu-
one vote and determines the shareholder’s share in the sion of their service agreements and the revocation of
profits. Shares held by the Company itself, which do not There may be voting rights restrictions that arise further appointments as well as for the change and termination of
grant the Company any rights in accordance with Section pursuant to the Stock Corporation Act, such as Section 136 their service agreements. Pursuant to Section 7 (1) of the
71b AktG, are excluded. AktG or capital market law provisions, in particular Sections Articles of Association, the Management Board consists of
33 et seq. of the German Securities Trading Act (Wertpapier one or more individuals. The number of individuals is de-
Restrictions that concern voting rights or the handelsgesetz – WpHG). termined by the Supervisory Board. The Management
transfer of shares Board of Delivery Hero SE currently consists of three indi-
Restrictions on transfer Shareholdings exceeding 10% of voting rights viduals. In accordance with Sections 9 (1), 39 (2), 46 SE
According to the understanding of the Management Board At the end of the reporting period, the following direct Regulation, Sections 84 and 85 AktG, and Section 7 (3) and
of the Company, the restrictions on transfer as stated by and indirect holdings in Delivery Hero SE existed that ex- (4) of the Articles of Association, the Supervisory Board
the law on obligations are as follows: ceeded the threshold of 10% of the total voting rights 1 appoints the members of the Management Board for a
and that were disclosed to the Company by means of a maximum term of six years. Reappointments are permitted.
– Overall, 704,153 shares are held in escrow according to voting rights notification in accordance with Sections 33, If multiple individuals are appointed to the Management
an escrow agreement executed in connection with the 34 WpHG (Sections 32, 22 WpHG old version): Board, the Supervisory Board may designate a Chair as well
agreement by the Company on the purchase of shares as a Deputy Chair, pursuant to Section 7 (2) of the Articles
in, and the establishment of, a joint venture in Singapore – Naspers Limited with its registered seat in Cape Town, of Association. If an essential member of the Management
with the management of Woowa Brothers Corp. The South Africa through in particular MIH Food Holdings Board is absent, the court must, in urgent cases and at the
management of Woowa Brothers Corp. will be entitled B.V. (attributed) request of an involved party, appoint another member ac-
to receive the shares held in escrow over the course of cording to Section 85 (1), sentence 1 AktG. If there is ma-
two to four years after closing, which occurred on Further information on the shareholding listed above can terial cause to do so, the Supervisory Board may revoke the
March 2, 2021. be found in the disclosures on voting rights notifications appointment of the member of the Management Board as
in the relevant notes of the Delivery Hero SE 2023 Annual well as the designation as Chair of the Management Board,
1 The information shown here takes into account the most recent voting rights notifications received by the Company in the reporting period. These voting rights notifications represent the status at the time of the notification and may not take into
account capital increases that have been registered since.
31
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
pursuant to Sections 9 (1), 39 (2) SE Regulation and Section Capital / IV may only be issued for this purpose. By resolu- The Management Board was originally authorized by res-
84 (4), sentences 1 and 2 AktG. tion of the Annual General Meeting from June 16, 2022 olution of the Annual General Meeting of June 18, 2020
(agenda item 7), the Authorized Capital IV was limited to (agenda item 7) to increase the share capital of the Com-
Amendments to the Articles of Association are made by an authorization to increase the registered capital of the pany until June 17, 2025, with the consent of the Supervi-
resolution of the General Meeting in accordance with Sec- Company until June 15, 2027, with the consent of the Su- sory Board, once or repeatedly, by up to a total of
tion 20 (2) of the Articles of Association, requiring, unless pervisory Board, by up to a total of € 350,000 with the is- € 20,000,000.00 with the issuance of up to 20,000,000 new
this conflicts with mandatory legal provisions, a majority suance of up to 350,000 new no-par value registered shares no-par value registered shares against contributions in
of two-thirds of the valid votes cast or, if at least one-half against contributions in cash. By the end of the reporting cash and / or in kind (Authorized Capital 2020 / I). The sub-
of the share capital is represented, a simple majority of the period, the Authorized Capital / IV still amounted to scription rights of the shareholders are only excluded in
valid votes cast. As far as the law requires a capital major- € 293,419.00 after partial utilization. certain cases and can only be excluded by the Management
ity in addition to a majority of votes for resolutions of the Board with the consent of the Supervisory Board. The Man-
General Meeting, a simple majority of the share capital The Management Board was originally authorized by reso- agement Board is authorized to determine any further de-
represented at the time the resolution is passed shall be lution of the Annual General Meeting of June 16, 2021 tails of the capital increase and its consummation, subject
sufficient to the extent that this is legally permissible. In (agenda item 7) to increase the share capital of the Compa- to the consent of the Supervisory Board; this also includes
accordance with Section 12 (5) of the Articles of Associa- ny until June 15, 2026, with the consent of the Supervisory the determination of the profit participation of the new
tion, the Supervisory Board is authorized to make amend- Board, once or repeatedly, by up to a total of € 13,725,505.00 shares, which may, in deviation from Section 60 (2) AktG,
ments to the Articles of Association by resolution, if such with the issuance of up to 13,725,505 new no-par value also participate in the profit of completed financial years.
amendments are only related to the wording. registered shares against contributions in cash and / or in- By the end of the reporting period, the Authorized Capital
kind contributions (Authorized Capital / VII). The subscrip- 2020 / I amounted to € 7,867,899.00 after partial utilization.
Authorization of the Management Board tion rights of the shareholders are only excluded in certain
with r espect to the possibility of issuing or cases, amongst others, upon issuance of up to 814,603 new The Management Board was originally authorized by res-
repurchasing shares shares as part of a long-term incentive program to members olution of the Annual General Meeting on June 18, 2020
The Management Board was originally authorized by res- of the Management Board and employees of the Company (agenda item 8) to increase the share capital of the Com-
olution of the Annual General Meeting from June 9, 2017 and to members of management bodies or employees of pany until June 17, 2025, with the consent of the Super
(agenda item 2) to increase the registered capital of the companies affiliated with the Company, and can only be visory Board, once or repeatedly, by up to a total of
Company until June 8, 2022, with the consent of the Super- excluded by the Management Board, with the consent of € 18,675,300.00 with the issuance of up to 18,675,300 new
visory Board, by up to a total of € 8,961,523.00 with the the Supervisory Board. The Management Board is author- no-par value registered shares against contributions in
issuance of up to 8,961,523 new no-par value registered ized to determine any further details of the capital increase cash and / or non-cash contributions (Authorized Capital
shares against contributions in cash (Authorized Capi- and its consummation, subject to the consent of the Super- 2020 / II). The Authorized Capital 2020 / II has been partial-
tal / IV). The Authorized Capital / IV has been used several visory Board; this also includes the determination of the ly utilized since the original authorization. The subscription
times since the original authorization. The subscription profit participation of the new shares, which may, in devia- rights of the shareholders are only excluded in certain cas-
rights of the shareholders are excluded. The Authorized tion of Section 60 (2) AktG, entail profit participation rights es and can only be excluded by the Management Board
Capital / IV serves the fulfilment of acquisition rights (op- from the beginning of the financial year preceding their with the consent of the Supervisory Board. The Manage-
tion rights) which have been granted or promised by the issue if, at the time of issue of the new shares, the Annual ment Board is authorized to determine any further details
Company to current or former employees and managing General Meeting has not yet adopted a resolution on the of the capital increase and its consummation, subject to
directors of the Company and its affiliated companies, profit participation for that financial year. By the end of the the consent of the Supervisory Board; this also includes the
members of the Supervisory Board of the Company and reporting period, the Authorized Capital / VII amounted to determination of the profit participation of the new shares,
further beneficiaries who are or were acting for the Com- € 10,861,642.00 after partial utilization. which may, in deviation from Section 60 (2) AktG, also par-
pany or its affiliated companies with effect as of April 21, ticipate in the profit of completed financial years. By the
2017, in order to replace the hitherto existing virtual share end of the reporting period, the Authorized Capital 2020 / II
program of the Company. Shares from the Authorized amounted to € 5,931,979.00 after partial utilization.
32
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The Management Board was originally authorized by res- details of the capital increase and its consummation, sub- The Management Board is authorized by resolution of the
olution of the Annual General Meeting on June 16, 2021 ject to the consent of the Supervisory Board; this also in- Annual General Meeting on June 14, 2023 (agenda item 10)
(agenda item 9) to increase the share capital of the Com- cludes the determination of the profit participation of the to increase the share capital of the Company until June 13,
pany until June 15, 2026, with the consent of the Supervi- new shares, which may, in deviation from Section 60 (2) 2028, with the consent of the Supervisory Board, once or
sory Board, once or repeatedly, by up to a total of AktG, entail profit participation rights from the beginning repeatedly, by up to a total of € 13,338,986.00 with the is-
€ 6,940,000.00 with the issuance of up to 6,940,000 new of the financial year preceding their issue if, at the time suance of up to 13,338,986 new no-par value registered
no-par value registered shares against contributions in of issue of the new shares, the Annual General Meeting shares against contributions in cash and / or in kind (Au-
cash and / or in kind (Authorized Capital 2021). The Au- has not yet adopted a resolution on the profit participa- thorized Capital 2023 / II). The subscription rights of the
thorized Capital 2021 has been partially utilized since the tion for that financial year. By resolution of the Annual shareholders are only excluded in certain cases and can
original authorization. The subscription rights of the General Meeting from June 14, 2023 (agenda item 9), the only be excluded by the Management Board with the con-
shareholders can be excluded by the Management Board Authorized Capital 2022 / I was limited to an authorization sent of the Supervisory Board. The Management Board is
with the consent of the Supervisory Board only for the to increase the registered capital of the Company until authorized to determine any further details of the capital
purposes of granting shares to employees of the Compa- June 15, 2027, with the consent of the Supervisory Board, increase and its consummation, subject to the consent of
ny and to members of the management bodies and em- by up to a total of € 1,300,000 with the issuance of up to the Supervisory Board; this also includes the determination
ployees of companies affiliated with the Company within 1,300,000 new no-par value registered shares against con- of the profit participation of the new shares, which may, in
the meaning of Sections 15 et seq. AktG. The Management tributions in cash and / or in kind. By the end of the report- deviation from Section 60 (2) AktG, entail profit participa-
Board is authorized to determine any further details of ing period, the Authorized Capital 2022 / I still amounted tion rights from the beginning of the financial year preced-
the capital increase and its consummation, subject to the to € 1,300,000.00. ing their issue if, at the time of issue of the new shares, the
consent of the Supervisory Board; this also includes the Annual General Meeting has not yet adopted a resolution
determination of the profit participation of the new The Management Board is authorized by resolution of the on the profit participation for that financial year. By the end
shares, which may, in deviation from Section 60 (2) AktG, Annual General Meeting on June 14, 2023 (agenda item 9) of the reporting period, the Authorized Capital 2023 / II still
entail profit participation rights from the beginning of the to increase the share capital of the Company until June 13, amounted to € 13,338,986.00.
financial year preceding their issue if, at the time of issue 2028, with the consent of the Supervisory Board, once or
of the new shares, the Annual General Meeting has not repeatedly, by up to a total of € 13,338,986.00 with the is- The Management Board is authorized by resolution of the
yet adopted a resolution on the profit participation for suance of up to 13,338,986 new no-par value registered Annual General Meeting on June 14, 2023 (agenda item
that financial year. By the end of the reporting period, the shares against contributions in cash and / or in kind (Au- 11) to increase the share capital of the Company until June
Authorized Capital 2021 amounted to € 4,241,579.00 after thorized Capital 2023 / I). The subscription rights of the 13, 2028, with the consent of the Supervisory Board, once
partial utilization. shareholders are only excluded in certain cases and can or repeatedly, by up to a total of € 7,036,000.00 with the
only be excluded by the Management Board with the con- issuance of up to 7,036,000 new no-par value registered
The Management Board was originally authorized by res- sent of the Supervisory Board. The Management Board is shares against contributions in cash and / or in kind (Au-
olution of the Annual General Meeting on June 16, 2022 authorized to determine any further details of the capital thorized Capital 2023 / III). The subscription rights of the
(agenda item 8) to increase the share capital of the Com- increase and its consummation, subject to the consent of shareholders can only be excluded by the Management
pany until June 15, 2027, with the consent of the Supervi- the Supervisory Board; this also includes the determination Board, with the consent of the Supervisory Board, to grant
sory Board, once or repeatedly, by up to a total of of the profit participation of the new shares, which may, in shares to members of the Management Board of Delivery
€ 12,556,343.00 with the issuance of up to 12,556,343 new deviation from Section 60 (2) AktG, entail profit participa- Hero SE, employees of the Company and members of the
no-par value registered shares against contributions in tion rights from the beginning of the financial year preced- management bodies and employees of companies affili-
cash and / or in kind (Authorized Capital 2022 / I). The sub- ing their issue if, at the time of issue of the new shares, the ated with the Company within the meaning of Sections 15
scription rights of the shareholders are only excluded in Annual General Meeting has not yet adopted a resolution et seq. AktG or to companies of which the aforementioned
certain cases and can only be excluded by the Management on the profit participation for that financial year. By the end persons are the direct sole economic and legal owners,
Board with the consent of the Supervisory Board. The Man- of the reporting period, the Authorized Capital 2023 / I still also in return for the contribution of claims against the
agement Board is authorized to determine any further amounted to € 13,338,986.00. Company or affiliated companies within the meaning of
33
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Sections 15 et seq. AktG. The Management Board is au- In accordance with the authorization by the Annual Gen- principle aggregate amount of € 1,750,000,000.00, with
thorized to determine any further details of the capital eral Meeting of June 12, 2019 (agenda item 6), as amended conversion rights to new shares of the Company from the
increase and its consummation, subject to the consent of by resolution of the Annual General Meeting of June 16, Conditional Capital 2019 / I. No conversion rights have been
the Supervisory Board; this also includes the determina- 2021 (agenda item 8) and further amended by the Annual exercised as of the end of the reporting period.
tion of the profit participation of the new shares, which General Meeting of June 16, 2022 (agenda item 10), the
may, in deviation from Section 60 (2) AktG, entail profit share capital of the Company is conditionally increased by In accordance with the authorization by the Annual Gen-
participation rights from the beginning of the financial up to € 22,106,873.00 with the issuance of up to 22,106,873 eral Meeting of June 12, 2019 (agenda item 11), as amend-
year preceding their issue if, at the time of issue of the new no-par value registered shares of the Company with a ed by resolution of the Annual General Meeting of June 14,
new shares, the Annual General Meeting has not yet nominal amount of the registered share capital of € 1.00 2023 (agenda item 18), the share capital of the Company
adopted a resolution on the profit participation for that per share (Conditional Capital 2019 / I). The conditional is conditionally increased by € 3,000,000.00 with the issu-
financial year. By the end of the reporting period, the Au- capital increase is tied to the granting of shares on the ance of up to 3,000,000 new no-par value registered shares
thorized Capital 2023 / III still amounted to € 7,036,000.00. exercise of conversion or option rights, the fulfilment of of the Company with a nominal amount of the registered
conversion or option obligations or when tendering con- share capital of € 1.00 per share (Conditional Capital
In accordance with the authorization by the Annual Gen- vertible bonds to the holders or creditors of convertible 2019 / II). The Conditional Capital 2019 / II serves exclusive-
eral Meeting (formerly of the Delivery Hero AG) of June 13, bonds, warrant bonds, profit participation rights and / or ly to secure subscription rights from stock options issued
2017 (agenda item 4, lit. a)) as amended by resolution of income bonds (or a combination of these instruments), by the Company on the basis of the authorizing resolution
the Annual General Meeting of June 12, 2019 (agenda Item issued by the Company on the basis of the authorizing of the Annual General Meeting of June 12, 2019, as amend-
12), the share capital of the Company is conditionally in- resolution of the Annual General Meeting of June 12, 2019, ed by resolution of the Annual General Meeting of June 14,
creased by € 3,485,000.00 with the issuance of up to as amended by resolution of the Annual General Meeting 2023 (agenda item 18), until June 30, 2022, to members of
3,485,000 new no-par value registered shares of the Com- of June 16, 2021 (agenda item 8) and further amended by the Management Board of the Company, members of man-
pany with a nominal amount of the registered share capital the Annual General Meeting of June 16, 2022 (agenda item aging corporate bodies of affiliated companies as well as
of € 1.00 per share (Conditional Capital 2017 / II). The con- 10), until June 11, 2024, in each case at a conversion price selected executives and employees of the Company or af-
ditional capital 2017 / II serves to secure subscription rights or option price to be determined. The new shares partici- filiated companies in Germany and abroad. The new shares
from Stock Options issued by the Company under the au- pate in profits from the beginning of the financial year in will be entitled to profit participation from the beginning
thorization of the Annual General Meeting of June 13, 2017 which they are created and for all subsequent financial of the financial year for which, at the time of the exercise
until June 30, 2020 to members of the Management Board years. In deviation hereof, the Management Board can, in- of the subscription right, no resolution has yet been passed
of the Company, members of managing corporate bodies sofar as legally permissible, and with the approval of the by the Annual General Meeting on the appropriation of net
of affiliated companies as well as selected executives and Supervisory Board, determine that the new shares partici- income. The Management Board of the Company or, to the
employees of the Company or affiliated companies in Ger- pate in profits from the beginning of the financial year for extent members of the Management Board are affected,
many and abroad. The new shares will be entitled to prof- which, at the time of either the exercise of the conversion the Supervisory Board of the Company, is authorized to
it participation from the beginning of the financial year for or option rights, or the fulfilment of conversion or option determine the further details of the conditional capital in-
which, at the time the subscription right is exercised, no obligations, or the granting of shares in lieu of cash crease and its consummation.
resolution has yet been passed by the Annual General amounts due, no resolution has yet been passed by the
Meeting on the appropriation of the net income. The Man- Annual General Meeting on the appropriation of net in- In accordance with the authorization by the Annual Gen-
agement Board of the Company or, to the extent members come. The Management Board is authorized to determine eral Meeting of June 18, 2020 (agenda item 9), the share
of the Management Board are affected, the Supervisory the further details of the consummation of the conditional capital of the Company is conditionally increased by
Board of the Company, is authorized to determine the capital increase. On January 15, 2020, the Management € 20,000,000.00 with the issuance of 20,000,000 new no-
further details of the conditional capital increase and its Board resolved upon the placement by the Company – par- par value registered shares of the Company with a nominal
consummation. tially utilizing the authorization by the Annual General amount of the registered share capital of € 1.00 per share
Meeting of the Company of June 12, 2019 – against contri- (Conditional Capital 2020 / I). The Conditional Capital
bution in cash, of two tranches of convertible bonds in the 2020 / I serves the granting of shares on the exercise of
34
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
conversion or option rights, the fulfilment of conversion or or option obligations or when tendering convertible bonds by the Company on the basis of the authorizing resolution
option obligations or when tendering convertible bonds to the holders or creditors of convertible bonds, warrant of June 16, 2021, as amended by resolution of the Annual
to the holders or creditors of convertible bonds, warrant bonds, profit participation rights and / or income bonds (or General Meeting of June 14, 2023 (agenda item 18), until
bonds, profit participation rights and / or income bonds (or a combination of these instruments), issued on the basis of June 15, 2026, to members of the Management Board of
a combination of these instruments), issued on the basis the authorizing resolution from June 16, 2021, until June the Company, members of managing corporate bodies of
of the authorizing resolution of the Annual General Meet- 15, 2026, in each case at a conversion price or option price affiliated companies as well as selected executives and
ing of June 18, 2020 until June 17, 2025, in each case at a to be determined. The new shares participate in profits employees of the Company or affiliated companies in Ger-
conversion price or option price to be determined. The new from the beginning of the financial year in which they are many and abroad. The new shares will be entitled to prof-
shares participate in profits from the beginning of the fi- created and for all subsequent financial years. In deviation it participation from the beginning of the financial year
nancial year in which they are created and for all subse- hereof, the Management Board can, insofar as legally per- for which, at the time of the exercise of the subscription
quent financial years. In deviation hereof, the Management missible, and with the approval of the Supervisory Board, right, no resolution has yet been passed by the Annual
Board can, insofar as legally permissible, and with the ap- determine that the new shares participate in profits from General Meeting on the appropriation of net income. The
proval of the Supervisory Board, determine that the new the beginning of the financial year for which at the time of Management Board of the Company or, to the extent
shares participate in profits from the beginning of the fi- either the exercise of the conversion or option rights, the members of the Management Board are affected, the Su-
nancial year for which at the time of either the exercise of fulfilment of conversion or option obligations, or the grant- pervisory Board of the Company, is authorized to deter-
the conversion or option rights, or the fulfilment of con- ing of shares in lieu of cash amounts due, no resolution of mine the further details of the conditional capital increase
version or option obligations, or the granting of shares in the Annual General Meeting has yet been passed on the and its consummation.
lieu of cash amounts due, no resolution of the Annual appropriation of net income. The Management Board is
General Meeting has yet been passed on the appropriation authorized to determine the further details of the con In accordance with the authorization by the Annual Gen-
of net income. The Management Board is authorized to summation of the conditional capital increase. On Septem- eral Meeting of June 16, 2022 (agenda item 10), the share
determine the further details of the consummation of the ber 2, 2021, the Management Board, with the consent capital of the Company is conditionally increased by
conditional capital increase. On July 7, 2020, the Manage- of the Supervisory Board, resolved upon the placement by € 12,556,343.00 by issuing up to 12,556,343 new no-par
ment Board, with the consent of the Supervisory Board, the Company – partially utilizing the authorization by the value registered shares of the Company with a nominal
resolved the placement by the Company – partially utilizing Annual General Meeting of the Company of June 16, amount of the registered share capital of € 1.00 per share
the authorization by the Annual General Meeting of the 2021 –, against contribution in cash, of two tranches of (Conditional Capital 2022 / I). The Conditional Capital
Company of June 18, 2020 – , against contribution in cash, convertible bonds in the principle aggregate amount of 2022 / I serves the granting of shares on the exercise of
of two tranches of convertible bonds in the principle ag- € 1,250,000,000.00, with conversion rights to new shares conversion or option rights, the fulfilment of conversion or
gregate amount of € 1,500,000,000.00, with conversion of the Company from the Conditional Capital 2021 / I. No option obligations or when tendering convertible bonds
rights to new shares of the Company from the Conditional conversion rights have been exercised as of the end of the to the holders or creditors of convertible bonds, warrant
Capital 2020 / I. No conversion rights have been exercised reporting period. bonds, profit participation rights and / or income bonds (or
as of the end of the reporting period. a combination of these instruments), issued on the basis
In accordance with the authorization by the Annual Gen- of the authorizing resolution of the Annual General Meet-
In accordance with the authorization by the Annual Gener- eral Meeting of June 16, 2021 (agenda item 10), as amend- ing of June 16, 2022 until June 15, 2027, in each case at a
al Meeting of June 16, 2021 (agenda item 8), the share ed by resolution of the Annual General Meeting of June 14, conversion price or option price to be determined. The new
capital of the Company is conditionally increased by 2023 (agenda item 18), the share capital of the Company shares participate in profits from the beginning of the fi-
€ 14,000,000.00 with the issuance of up to 14,000,000 new is conditionally increased by € 5,020,000.00 with the issu- nancial year in which they are created and for all subse-
no-par value registered shares of the Company with a nom- ance of up to 5,020,000 new no-par value registered shares quent financial years. In deviation hereof, the Management
inal amount of the registered share capital of € 1.00 per of the Company with a nominal amount of the registered Board can, insofar as legally permissible, and with the ap-
share (Conditional Capital 2021 / I). The Conditional Capital share capital of € 1.00 per share (Conditional Capital proval of the Supervisory Board, determine that the new
2021 / I serves the granting of shares on the exercise of 2021 / II). The Conditional Capital 2021 / II serves exclusive- shares participate in profits from the beginning of the fi-
conversion or option rights or the fulfillment of conversion ly to secure subscription rights from stock options issued nancial year for which at the time of either the exercise of
35
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
the conversion or option rights, or the fulfilment of con- shares participate in profits from the beginning of the fi- for all subsequent financial years. In deviation hereof, the
version or option obligations, or the granting of shares in nancial year for which at the time of either the exercise of Management Board can, insofar as legally permissible,
lieu of cash amounts due, no resolution of the Annual the conversion or option rights, or the fulfilment of con- and with the approval of the Supervisory Board, determine
General Meeting has yet been passed on the appropriation version or option obligations, or the granting of shares in that the new shares participate in profits from the begin-
of net income. The Management Board is authorized to lieu of cash amounts due, no resolution of the Annual ning of the financial year for which at the time of either
determine the further details of the consummation of the General Meeting has yet been passed on the appropriation the exercise of the conversion or option rights, or the
conditional capital increase. On February 13, 2023, the of net income. The Management Board is authorized to fulfilment of conversion or option obligations, or the
Management Board, with the consent of the Supervisory determine the further details of the consummation of the granting of shares in lieu of cash amounts due, no reso-
Board, resolved upon the placement by the Company – uti- conditional capital increase. On February 13, 2023, the lution of the Annual General Meeting has yet been passed
lizing the authorization by the Annual General Meeting of Management Board, with the consent of the Supervisory on the appropriation of net income. The Management
the Company of June 16, 2022 (agenda item 10) and par- Board, resolved upon the placement by the Company – uti- Board is authorized to determine the further details of the
tially utilizing the authorization by the Annual General lizing the authorization by the Annual General Meeting of consummation of the conditional capital increase.
Meeting of the Company of June 16, 2022 (agenda item the Company of June 16, 2022 (agenda item 10) and par-
11) –, against contribution in cash, of convertible bonds in tially utilizing the authorization by the Annual General In accordance with the authorization by the Annual Gen-
the principle aggregate amount of € 1,000,000,000.00, with Meeting of the Company of June 16, 2022 (agenda item eral Meeting of June 14, 2023 (agenda item 13), the share
conversion rights to new shares of the Company from the 11) –, against contribution in cash, of convertible bonds in capital of the Company is conditionally increased by
Conditional Capital 2022 / I and from the Conditional Cap- the principle aggregate amount of € 1,000,000,000.00, with € 13,338,986.00 by issuing up to 13,338,986 new no-par
ital 2022 / II. No conversion rights have been exercised as conversion rights to new shares of the Company from the value registered shares of the Company with a nominal
of the end of the reporting period. Conditional Capital 2022 / I and from the Conditional Cap- amount of the registered share capital of € 1.00 per share
ital 2022 / II (see already in the previous paragraph). No (Conditional Capital 2023 / II). The Conditional Capital
In accordance with the authorization by the Annual Gen- conversion rights have been exercised as of the end of the 2023 / II serves the granting of shares on the exercise of
eral Meeting of June 16, 2022 (agenda item 11), the share reporting period. conversion or option rights, the fulfilment of conversion or
capital of the Company is conditionally increased by option obligations or when tendering convertible bonds
€ 12,556,343.00 by issuing up to 12,556,343 new no-par In accordance with the authorization by the Annual Gen- to the holders or creditors of convertible bonds, warrant
value registered shares of the Company with a nominal eral Meeting of June 14, 2023 (agenda item 12), the share bonds, profit participation rights and / or income bonds (or
amount of the registered share capital of € 1.00 per share capital of the Company is conditionally increased by a combination of these instruments), issued on the basis
(Conditional Capital 2022 / II). The Conditional Capital € 13,338,986.00 by issuing up to 13,338,986 new no-par of the authorizing resolution of the Annual General Meet-
2022 / II serves the granting of shares on the exercise of value registered shares of the Company with a nominal ing of June 14, 2023 until June 13, 2028, in each case at a
conversion or option rights, the fulfilment of conversion or amount of the registered share capital of € 1.00 per share conversion price or option price to be determined. The new
option obligations or when tendering convertible bonds (Conditional Capital 2023 / I). The Conditional Capital shares participate in profits from the beginning of the fi-
to the holders or creditors of convertible bonds, warrant 2023 / I serves the granting of shares on the exercise of nancial year in which they are created and for all subse-
bonds, profit participation rights and / or income bonds (or conversion or option rights, the fulfilment of conversion quent financial years. In deviation hereof, the Management
a combination of these instruments), issued on the basis or option obligations or when tendering convertible Board can, insofar as legally permissible, and with the ap-
of the authorizing resolution of the Annual General Meet- bonds to the holders or creditors of convertible bonds, proval of the Supervisory Board, determine that the new
ing of June 16, 2022 until June 15, 2027, in each case at a warrant bonds, profit participation rights and / or income shares participate in profits from the beginning of the fi-
conversion price or option price to be determined. The new bonds (or a combination of these instruments), issued on nancial year for which at the time of either the exercise of
shares participate in profits from the beginning of the fi- the basis of the authorizing resolution of the Annual Gen- the conversion or option rights, or the fulfilment of con-
nancial year in which they are created and for all subse- eral Meeting of June 14, 2023 until June 13, 2028, in each version or option obligations, or the granting of shares in
quent financial years. In deviation hereof, the Management case at a conversion price or option price to be deter- lieu of cash amounts due, no resolution of the Annual
Board can, insofar as legally permissible, and with the ap- mined. The new shares participate in profits from the be- General Meeting has yet been passed on the appropriation
proval of the Supervisory Board, determine that the new ginning of the financial year in which they are created and of net income. The Management Board is authorized to
36
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
determine the further details of the consummation of the The Company is a party to another material software li- Management Board member’s service agreement will ter-
conditional capital increase. cense contract that contains an automatic termination of minate automatically.
the underlying web services in the event of an acquisition
The complete version of these authorizations is set out in of the Company by another company. In the case of a resignation from office following a change
the Company’s Articles of Association. The current version of control, the incentive instruments granted as remuner-
of the Company’s Articles of Association is available in the Moreover, the terms and conditions of the convertible ation and potentially held by the Management Board mem-
sub-section “Articles of Association” on the Company’s bonds the Company has issued are subject to a change of bers Niklas Östberg, Emmanuel Thomassin and Pieter-Jan
website at Articles of Aassociation (link unaudited by control clause resulting from a takeover bid. In such an Vandepitte (such as e.g. shares issued under a long-term
KPMG). event, the terms and conditions of the convertible bonds incentive program and stock options) become fully vested,
provide for the right of each bondholder to submit a con- irrespective of the vesting periods or cliff provisions which
In accordance with the authorization by the Annual Gen- version notice for any of its bonds that have not yet been are applicable to the respective incentive instrument or will
eral Meeting of June 14, 2023 (agenda items 14 and 15), converted or redeemed, at an adjusted conversion price, be immediately allocated in accordance with the respective
the Management Board is authorized, with the consent of conditional upon the occurrence of an acceptance event. program provisions. Further, if Emmanuel Thomassin re-
the Supervisory Board, to acquire (also with the use of eq- signs from the Management Board following a change of
uity derivatives) on or before June 13, 2028 up to 5% of the In addition to the material company agreements that are control, he shall be entitled to compensation in the amount
Company’s own shares existing at the time of the adoption subject to the condition of a change of control resulting of two year’s compensation, provided that the payment
of the resolution by the Annual General Meeting or – if this from a takeover bid, the credit agreement pertaining to does not compensate more than the remaining term of the
value is lower – the Company’s share capital existing at the the debt financing syndication in the original amount of applicable service agreement. The service agreements for
time of the exercise of the authorization. This authoriza- € 1.4 billion-equivalent, that the Company entered into in each of the Management Board members provide for com-
tion may be exercised once or several times, in whole or in 2022 and amended in 2024, provides for the right of the pensation in lieu of vacation if it may no longer be granted
partial amounts, in pursuit of one or several purposes by participating banks to terminate the commitment and ac- due to the resignation from office following a change of
the Company, but also by Group companies or third parties celerate repayment in case of a change of control. control and if it may also not be credited against a potential
for the account of the Company or Group companies. The release (Freistellung).
authorization may not be exercised for the purpose of trad- The Company has adopted an employee share purchase
ing in the Company’s treasury shares. plan in order to enable employees to purchase shares of The service agreements of the members of the Manage-
the Company and benefit from free matching shares. In ment Board do not provide for any other compensation in
Material company agreements that are subject the event of a change of control, the right to the matching the event of a termination of their service agreement due
to the condition of a change of control resulting shares will become due, pro-rated for the number of days to a change of control.
from a takeover bid and subsequent effects of employment of each beneficiary, during the vesting
The following material agreements of the Company exist period. There are no similar compensation agreements with other
which are subject to a change of control following a take- Company employees.
over bid: Compensation agreements concluded by the
Company with members of the Management
The Company is a party to two material software license Board or employees for the event of a
contracts each of which grant the other party the right to takeover bid
terminate the contract if the Company undergoes a change In the event of a change of control, members of the Man-
of control in favor of a direct competitor of the other party. agement Board are entitled to resign from their position
The Company is a party to another material software li- within three months of the date of the change of control,
cense contract that grants the other party the right to ter- subject to a notice period of three months to the end of a
minate the contract with twelve months’ notice if the Com- calendar month. In such case, once the resignation from
pany is acquired by a direct competitor of the other party. the Management Board becomes effective, the respective
37
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
COMPENSATION
REPORT 2023
A. Preamble (link unaudited by KPMG). Additionally, the compensation Management Board service agreements have been revised
The following Compensation Report complies with the re- report can be found on the Company’s website at AGM for the purpose of the initial implementation of the new
quirements of the German Stock Corporation Act (Aktien (link unaudited by KPMG) as soon as the Annual General compensation system.
gesetz – AktG), especially Section 162 AktG, and also takes Meeting 2023 is convened.
the principles, recommendations and suggestions of the With respect to financial year 2023, the compensation sys-
German Corporate Governance Code (Deutscher Corporate tem for Management Board members approved by the
Governance Kodex) in its version as of December 16, 2019 B. Essential developments Annual General Meeting on June 16, 2021 under Agenda
and its version as of April, 28, 2022, published in the Ger- The performance of the DH Group in 2023 continued to be item 5, with the exception of the maximum compensation,
man Federal Gazette on June 27, 2022 (hereinafter GCGC), characterized by shifting from a hypergrowth priority to was applicable to the Management Board service agree-
as well as investor’s expectations into account. The basic focus on improving profitability, noticeable by a substantial ments in force during that period.
features of the compensation system for Management and improvement of the DH Group adjusted EBITDA.
Supervisory Board members are described, and informa- Further, on June 14, 2023, the Annual General Meeting
tion is provided with respect to the compensation awarded In financial year 2023, there were no changes of the mem- approved the Compensation Report 2022 by majority of
and due to the members of the Management Board and bers of Delivery Hero SE’s Management Board. 98.18%.
the Supervisory Board of Delivery Hero SE in 2023. Delivery
Hero SE (the “Company”) and its consolidated subsidiaries In financial year 2023 the Supervisory Board adopted a new
together form the Delivery Hero group (DH Group). compensation system for Management Board members
and submitted the compensation system to the Annual
The Compensation Report was audited by KPMG AG General Meeting for approval on June 14, 2023 under
Wirtschaftsprüfungsgesellschaft (KPMG) as part of the Agenda Item 19 (see also section J. Outlook for Financial
audit of the annual financial statements, and in addition Year 2024). The Annual General Meeting approved the new
to the legal requirements of Section 162 (3) AktG, also compensation system for Management Board members by
substantively audited. Pursuant to Section 120a (4) AktG, a majority of 96.44%.
the Annual General Meeting will vote on June 19, 2024 on
the audited compensation report. Following the vote on The new compensation system is generally implemented
the audited compensation report, the Compensation Re- within the framework of the Management Board service
port as well as the report on the respective audit are also agreements and any supplementary compensation agree-
published on the Company’s website Compensation ments. Accordingly, with effect from January 1, 2024, the
38
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Non-performance-based components
– R eimbursement of travel costs and other business-related expenses (personal budget to cover costs of commuting
between place of residence and place of work)
– Contributions to health and nursing care insurance, grant of accident insurance, D&O insurance
Fringe benefits
– Costs of a preventive medical examination
– Possibility to grant a one-time payment to new members of the Management Board upon taking office to compensate
for forfeited compensation at the previous employer
Performance-based components
39
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
– F
ull or partial reduction / repayment of variable compensation in case of material compliance breaches or in the event of an
Malus and clawback
incorrect consolidated financial statements
– L imited to two years’ total compensation, but not exceeding the remaining term of the service agreement (“severance payment cap”)
Severance payment cap – A severance payment has been agreed with one member of the Management Board in the event of a change of control, the amount of which
may not exceed the severance payment cap
– F
or the duration of two years, entitlement to compensation amounting to 50% of the last contractually received compensation
Non-competition clause
(offset with severance payment)
1 In accordance with the statutory requirements, the maximum compensation will apply 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 (Section 87a para. (2) sent. 1 AktG, Section 26j para. (1) sent. 2 EGAktG).
40
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
D. Basic principles of the compensation variable compensation component compared to the low compensation of the members of the Management Board
system of the Management Board fixed compensation, a very strong alignment with investor’s is competitive but appropriate and does not exceed com-
interests is achieved and the implementation of an entre- mon market compensation levels. The assessment of the
Basic principles preneurial culture is front and center. compensation’s accordance with common market compen-
The overarching objectives of the Management Board com- sation levels is made both in comparison to other compa-
pensation system of the Company are to set market orient- Appropriateness of the compensation nies (horizontal assessment) and within Delivery Hero SE
ed incentives for sustainable growth, increasing sharehold- The Supervisory Board adopted the compensation system on the basis of the ratio of the compensation of the Man-
er value and maximum transparency. The compensation for Management Board members as proposed by the Re- agement Board to the compensation of the upper manage-
incentives for the members of the Management Board are muneration Committee. The compensation system and the ment and the workforce as a whole (vertical assessment).
intended to encourage the sustainable, long-term devel- appropriateness of the total compensation as well as the
opment of the Company, to promote the corporate strate- individual compensation components are regularly re- In its last review of the appropriateness of the compensa-
gy, and ultimately to increase the value of the Company viewed and, if necessary, adjusted. In doing so, the Super- tion level and structure, the Supervisory Board of Delivery
and support its focus on improving profitability. In the visory Board takes into account the requirements of the Hero SE was assisted by independent external compensa-
course of continuous development, added value will be AktG and the recommendations and suggestions of the tion experts. In terms of size and origin, the Supervisory
created: for shareholders, for employees, for customers, GCGC. Board defined an international peer group of technology
and for the Company itself. As a Company with a pro- and food delivery companies from Europe and the United
nounced entrepreneurial culture, there will be a strong Criteria for the appropriateness of the compensation are States as a suitable peer group for the horizontal assess-
performance approach, shareholder value will be a main the duties of the individual Management Board member, ment. Therefore, the economic situation and future pros-
focus, and the long-term incentive system will apply uni- personal performance as well as the economic situation pects of Delivery Hero SE were considered on the basis of
formly to members of the Management Board as well as and future prospects of Delivery Hero SE. In addition, the the size criteria revenue, employees, market capitaliza-
other employees. By means of a highly pronounced Supervisory Board pays particular attention that the tion, and net result. For the purpose of the vertical assess-
ment, the compensation of the Management Board of
Delivery Hero SE was compared with the compensation of
the two levels below the Management Board of the Com-
GUIDANCE FOR THE MANAGEMENT BOARD COMPENSATION
pany (Upper Management) as well as with the average
compensation of the employees of Delivery Hero SE in
We aim for … We avoid …
Germany, also over time.
… applying high long-term oriented, performance-based
compensation which is “at risk” … lack of transparency
… setting market oriented incentives for sustainable … paying discretionary special bonuses
growth to promote the corporate strategy
… fostering entrepreneurial culture … high short-term orientation of the variable compensation
at the expense of long-term success
… setting appropriate and market oriented compensation … setting different incentives for the Management Board
as well as other employees
… regulatory conformity with the legal requirements … any kind of pension commitments which are at the expense
of the company’s performance
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Structure of the total target compensation COMPENSATION STRUCTURE (RELATIVE SHARE IN % OF TOTAL TARGET COMPENSATION)
The compensation system of 2023 for Management Board
members consisted of two main components: the non-
performance-based fixed compensation and the perfor-
mance-based variable compensation component. The fixed Long-Term Incentive Plan 60−90%
compensation components comprised the base salary and
fringe benefits, but explicitly did not comprise any compa-
ny pension scheme (pension commitments). The variable Short-Term Incentive 2−10%
compensation consisted of a long-term variable compen-
sation component (Long-Term Incentive Plan or LTIP) and
a short-term variable compensation component (Short- Base salary 5−30%
Term Incentive or STI).
The base salary represented 5% to 30% of the total target Fringe benefits 0−5%
compensation (as the sum of fixed and variable compen-
sation) of a member of the Management Board, while the
fringe benefits represented 0% to 5%. The additional short-
2023 2024 2025 2026
term incentive, starting with financial year 2022, represent-
ed between 2% and 10% of the total target compensation,
while the LTIP’s proportion of the total target compensa- Total target compensation in financial year 2023
tion ranged from 60% to 90%. The following table shows the contractually agreed total year 2022. Fringe benefits represent expenses in the re-
target compensation for each member of the Management spective financial year.
Board for financial year 2023 and the previous financial
Base salary 350 8% 350 8% 350 15% 350 15% 350 15% 350 15%
Fringe benefits 25 1% 25 1% 0 0% 0 0% 0 0% 0 0%
Short-Term Incentive 1
150 3% 150 3% 100 4% 100 4% 100 4% 100 4%
Sum 525 12% 525 12% 450 20% 450 20% 450 20% 450 20%
Long-Term Incentive Plan 4,000 88% 4,000 88% 1,850 80% 1,850 80% 1,850 80% 1,850 80%
LTIP 2018 – Tranche 2022 – – 4,000 88% – – 1,850 80% – – 1,850 80%
LTIP 2018 – Tranche 2023 4,000 88% – – 1,850 80% – – 1,850 80% – –
Total target compensation 4,525 100% 4,525 100% 2,300 100% 2,300 100% 2,300 100% 2,300 100%
1 The amount depends on target achievement. The stated target amount refers to 100% target achievement. The amount paid out as an ESG bonus is capped at 150% of the target amount. There is no guaranteed minimum target achievement,
so complete loss of the STI is possible.
42
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
E. Application of the compensation system 2. Performance-based compensation The STI is structured as a target bonus with a one-year
of the Management Board in 2023 a) Short-Term Incentive assessment period corresponding to the Company’s finan-
For the second time after the introduction of the compen- cial year and is calculated based on an overall target
1. Non-performance-based compensation sation system applicable in financial year 2023, an annual achievement of previously defined and quantifiable ESG
a) Base salary bonus (STI) has been defined for financial year 2023 based targets assessed by the Supervisory Board. The Superviso-
The annual base salary of the Management Board members exclusively on the achievement of environment, social and ry Board adopted a specific target amount in EUR (Target
is paid out in twelve equal monthly installments. governance (ESG) targets. The path to achieving the cor- Amount) for each Management Board member for the
porate objectives plays an important role in the Company defined ESG targets. For each ESG target, the Supervisory
b) Fringe benefits and the entrepreneurial activities will therefore not be only Board defined a target value (100% target achievement),
In addition to reimbursement of travel expenses and other geared towards the financial corporate success. Rather, the a threshold value (80% target achievement), and a maxi-
business-related expenses, the Management Board mem- corporate culture will also be promoted and the Company mum value (150% target achievement). There is no guar-
bers received monthly contributions to their health and will live up to its responsibility as part of the society. For anteed minimum target achievement and complete loss
nursing care insurance as provided by law. There are no this reason, non-financial ESG targets also play a significant of the STI is possible. The payout amount is limited to
pension commitments or retirement benefit agreements. role in the compensation of the Management Board. 150% of the Target Amount.
presentation of receipts.
Environment Social Governance
All members of the Management Board are insured against
the liability risk of financial losses from performing their
duties through a D&O insurance policy taken out at Deliv-
ery Hero’s expense with a deductible of 10% of the loss up
to one-and-a-half times the annual base salary in accord-
ance with the provisions of the AktG. The contributions to
the D&O insurance are not included in the fringe benefits.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
ESG TARGETS
Sustainable packaging units Reduction of the rider accident rate Cyber security training of 85% of
deployed to partners. (accidents per 1 million deliveries) the Company’s employees. 1
for own deliveries.
44
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
1 The sustainable packaging program pilot launched in financial 2022 was terminated in financial year 2023. The Group initially explored providing sustainable
packaging units to vendors through a central marketplace. However, the quantities fell short of the Group’s expectations for achieving scalable change on packaging.
Given the diversity of the Group’s markets, the Group has shifted to a regional and local approach, exploring how change can be driven through its tech and product
solutions. At the time of the termination of the program pilot, the threshold value was not reached. Therefore, the target achievement rate amounts to 0.0%.
Target Target
Target Overall target
Target achievement achievement Payout amount
Position achievement achievement
amount in € environment governance in €
social in % in %
in % in %
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
b) Long-Term Incentive Plan To calculate the number of Stock Options granted to each Exercisability and performance target
Since 2018, the performance-based compensation for the member of the Management Board in financial year, the The exercisability of the Stock Options after the four-year
members of the Management Board consists of a stock annual Target Amount in euro is divided by the fair market waiting period depends on the achievement of a perfor-
option plan (LTIP) that is settled in shares. The fact that value of a Stock Option (FMV) at the respective grant date. mance target. The performance target is derived from the
the largest proportion of the total target compensation corporate strategy. It is defined as a CAGR (compound
consists of the LTIP ensures a strong alignment with the The FMV depends on future events in connection with the annual growth rate) of revenue of the Group over the
corporate strategy in the form of sustainable corporate development of the Company’s share price and the revenue performance period.
growth. The compensation system has a steep yet bal- growth target (see below). In order to derive the FMV of a
anced risk-reward profile. The risk of a total loss of the Stock Option at the grant date, the future development of If this performance target is not achieved, the Stock Op-
long-term compensation at a comparatively low non-per- both the Company’s share price and the Group’s total rev- tions dependent on the performance target are forfeited
formance-based base salary is balanced at the same time enue (as a basis for the revenue growth target) at a future without substitute or compensation. The Supervisory Board
by the absence of a cap on the increase in value inherent date are simulated on a financial-mathematical basis. regularly reviews the ambitiousness of the performance
in the Stock Options. By this, a high degree of harmoni- condition and will adjust it for future tranches if necessary.
zation between the interests of the shareholders and The number of Stock Options thus determined is blocked
those of the Management Board is achieved. for a period of four years from the grant date (waiting The performance period of a total of four years starts one
period). After expiration of the four-year waiting period, year before the respective year of grant date of the Stock
General conditions an exercise period of two years applies (exercise period). Options and lasts for three further years from the grant date.
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 options on shares in Delivery Hero SE are granted LONG-TERM INCENTIVE PLAN (LTIP) 1
annually (Stock Options). The appropriateness of the an-
nual Target Amount for the LTIP is reviewed annually and
adjusted if necessary. In the event of extraordinary, un-
foreseeable developments, the Supervisory Board can set
Annual target
a cap in accordance with Section 87 para. (1) sent. 3 AktG amount in €
to ensure the appropriateness of the compensation.
/
Grant of
Exercise price
Stock Options
1 Illustrative representation.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The Stock Options under the LTIP can also be exercised only Target achievement in financial year 2023
during the exercise windows specified by the Company. In The exercise period of the LTIP tranche 2019 started in fi-
the two-year exercise period following the expiration of nancial year 2023. Furthermore, the waiting period of the
the waiting period, there are two to four exercise windows Tranche 2019 and the performance period of the Tranche
each year. The exercise price per Stock Option corresponds 2021 of the LTIP ended. The following figure illustrates the
to the volume-weighted three-month average price of De- outstanding Tranches of LTIP including the respective per-
livery Hero SE shares in the XETRA trading system of the formance period, waiting period, and exercise period:
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. OUTSTANDING LONG-TERM INCENTIVE PLAN (LTIP)-TRANCHES
The share price at which the Stock Options can be exercised Tranche 2023 – Performance period
is not capped in order to support a strong alignment with
the interests of the shareholders. Because of equity settle- Waiting period Exercise period
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
For Tranche 2019, whose waiting period ended within fi- The following table shows the revenue growth and the
nancial year 2023, the Supervisory Board set before the CAGR for the Tranche 2021, whose performance period has
beginning of the performance period a CAGR of revenue ended in financial year 2023 as well as for the other grant-
of at least 20% over the performance period as perfor- ed tranches under the LTIP:
mance target. As the CAGR of revenue was at least 20%
over the performance period for financial years 2018–2021,
REVENUE GROWTH AND CAGR FOR THE RESPECTIVE TRANCHES
the Stock Options can be exercised completely within the
subsequent two-year exercise period starting in financial
Revenue growth 1 CAGR
year 2023 (provided that the share price at the time of
exercise is above the exercise price of the option). 2017 2018 2019 2020 2021 2022 2023 Target Actual
For the Tranche 2020, the performance period ended with Tranche 2018 60% 65% 112% 97% 20% 82%
financial year 2022. The waiting period ended in May of Tranche 2019 65% 112% 97% 90% 20% 90%
financial year 2024. The Supervisory Board set the same Tranche 2020 112% 97% 90% 32% 20% 80%
performance target for the Tranche 2020 as for the Tranche Tranche 2021 97% 90% 32% 9% 20% 52%
2019, i.e. a CAGR of revenue of at least 20% over the per-
Tranche 2022 90% 32% 9% 20% –
formance period. The CAGR of revenue was also at least
Tranche 2023 32% 9% 20% –
20% over the performance period for financial years
2019–2022. Therefore, the Stock Options from the Tranche 1 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 trading updates
amounts to at least 20%.
2020 can be exercised completely after the end of the
waiting period at the beginning of the exercise period in
financial year 2024. c) Overview of granted and exercised Stock Options
In financial year 2023, the Tranche 2023 of the LTIP was
granted to the members of the Management Board. For
Niklas Östberg, Stock Options in the amount of € 4.0 mil-
lion were granted under the LTIP. Emmanuel Thomassin
and Pieter-Jan Vandepitte were granted Stock Options in
the amount of € 1.85 million. The Stock Options granted in
2023 can be exercised in financial year 2027 at the earliest.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
GENERAL CONDITIONS OF STOCK OPTIONS GRANTED TO THE MEMBERS OF THE MANAGEMENT BOARD
Target Number of
amount in Fair Value per granted Exercise
kEUR option in EUR options price in EUR Performance period Waiting period Exercise period
Niklas Östberg 1,000 103,156
LTIP Tranche 2018 9.69 38.30 01 / 2017−12 / 2020 05 / 2018−05 / 2022 05 / 2022−05 / 2024
Emmanuel Thomassin 500 51,578
Niklas Östberg 1,500 10.16 147,637 36.64
Niklas Östberg 703 9.49 74,032 37.38
LTIP Tranche 2019 01 / 2018−12 / 2021 05 / 2019−05 / 2023 05 / 2023−05 / 2025
Emmanuel Thomassin 750 10.16 73,818 36.64
Emmanuel Thomassin 351 9.49 37,015 37.38
Niklas Östberg 4,000 88,987
LTIP Tranche 2020 44.95 70.11 01 / 2019−12 / 2022 05 / 2020−05 / 2024 05 / 2024−05 / 2026
Emmanuel Thomassin 1,850 41,156
Niklas Östberg 4,000 38.69 103,385 115.02 05 / 2021−05 / 2025 05 / 2025−05 / 2027
LTIP Tranche 2021 Emmanuel Thomassin 1,850 38.69 47,815 115.02 01 / 2020−12 / 2023 05 / 2021−05 / 2025 05 / 2025−05 / 2027
Pieter-Jan Vandepitte 1,850 41.05 45,066 115.31 06 / 2021−06 / 2025 06 / 2025−06 / 2027
Niklas Östberg 4,000 11.92 355,570 35.30 06 / 2022−06 / 2026 06 / 2026−06 / 2028
LTIP Tranche 2022 Emmanuel Thomassin 1,850 11.92 155,201 35.30 01 / 2021−12 / 2024 06 / 2022−06 / 2026 06 / 2026−06 / 2028
Pieter-Jan Vandepitte 1,850 11.92 155,201 35.30 06 / 2022−06 / 2026 06 / 2026−06 / 2028
Niklas Östberg 4,000 7.61 525,624 34.41 06 / 2023−06 / 2027 06 / 2027−06 / 2029
LTIP Tranche 2023 Emmanuel Thomassin 1,850 7.61 243,101 34.41 01 / 2022−12 / 2025 06 / 2023−06 / 2027 06 / 2027−06 / 2029
Pieter-Jan Vandepitte 1,850 7.61 243,101 34.41 06 / 2023−06 / 2027 06 / 2027−06 / 2029
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
OVERVIEW OF TARGET ACHIEVMENT AND EXERCISE OF STOCK OPTIONS OF THE MEMBERS OF THE MANAGEMENT BOARD 3. Payments in the event of termination
Target Achievement / Excercise of Stock Options of the a
greement
Payments in the event of death
In the event of death of a member of the Management
Achieve- Share Intrinsic Number Board prior to the end of the term of the service agree-
ment of price at value 2 of of
perfor- Number of Final Number of exercise exercised outstand- ment, the respective spouse of the deceased member of
mance forfeited number of exercised date in Exercise options in ing the Management Board is entitled to receive the undimin-
target 1 options options options EUR date kEUR options
ished compensation for the month of death and the fol-
LTIP Niklas Östberg 0 103,156 103,156
Tranche 100% n/a – no exercise of options lowing six months, but no longer than until the end of the
2018 Emmanuel Thomassin 0 51,578 51,578 original term of the service agreement.
LTIP Niklas Östberg 0 221,669 221,669
Tranche 100% n/a – no exercise of options
2019 Emmanuel Thomassin 0 110,883 110,883 Payments in the event of termination of the
LTIP Niklas Östberg 0 88,987 agreement or temporary incapacity to work
Exercise of the LTIP Tranche 2020 possible when exercise
Tranche 100%
period starts in 2024 If the service agreement with a member of the Manage-
2020 Emmanuel Thomassin 0 41,156
ment Board ends because of removal, resignation from
Niklas Östberg 0 103,385
LTIP office, or a mutual termination agreement, the members
Exercise of the LTIP Tranche 2021 possible when exercise
Tranche Emmanuel Thomassin 100% 0 47,815 of the Management Board are entitled to a severance pay-
2021 period starts in 2025
Pieter-Jan Vandepitte 0 45,066 ment that complies with the recommendations of the
Niklas Östberg GCGC. However, no such entitlement to a severance pay-
LTIP Target achievement determined after ment applies in the event that the service agreement is
Exercise of the LTIP Tranche 2022 possible when exercise
Tranche Emmanuel Thomassin end of performance period of LTIP
2022 period starts in 2026 terminated by the Company in accordance with Section 626
Tranche 2022 on 31.12.2024
Pieter-Jan Vandepitte German Civil Code (Bürgerliches Gesetzbuch – BGB) for
Niklas Östberg good cause for which the Management Board member is
LTIP Target achievement determined after
Exercise of the LTIP Tranche 2023 possible when exercise responsible, or in the event that the service agreement is
Tranche Emmanuel Thomassin end of performance period of LTIP
2023 period starts in 2027
Tranche 2023 on 31.12.2025 terminated by the Management Board member without
Pieter-Jan Vandepitte
good cause under Section 626 BGB. The severance payment
1 The performance target can either be reached (100%) or missed (0%). may not exceed the amount of two years’ total compensa-
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. tion and may not exceed the compensation for the remain-
ing term of the agreement (severance payment cap).
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
In the event of a change of control, the Management In the event of a temporary incapacity to work because of 6. Maximum compensation
Board member has the right to resign from office with illness, accident, or other reason for which the Manage- According to Section 87a AktG, the Supervisory Board de-
three months’ notice. At this time, the service agreement ment Board member is not at fault, the member continues termined a maximum compensation under the compensa-
also ends. The Management Board service agreements to receive their unreduced compensation for six months, tion system applicable in financial year 2023 that limits the
each provide for a post-contractual non-competition but no longer than as the term of their employment. Em- total amount of compensation actually received for a given
clause for two years. For the duration of the non-compe- manuel Thomassin is entitled to receive a payment of 80% financial year (comprising the base salary, fringe benefits
tition clause, the respective Management Board member of his compensation, for another six months, but no longer and the amounts paid out under the STI and LTIP). The
is entitled to compensation amounting to 50% of his last than the term of his employment. If a Management Board maximum compensation is set for the CEO at € 12,000,000
contractually received compensation. Other severance member becomes permanently incapacitated during the and for each of the ordinary members of the Management
payments received by the Management Board member term of his service agreement, his service agreement shall Board at € 9,000,000. If the sum of payments from compen-
under the respective service contract shall be offset end nine months after the end of the month in which the sation granted in a financial year exceeds this maximum
against this compensation for the non-compete obliga- permanent incapacity was determined, unless it ends ear- compensation, the last compensation element to be paid
tion. Other compensation earned during the term of the lier due to expiry of its term. out (generally under the LTIP) is reduced accordingly. In
non-compete period will be offset with compensation for accordance with the statutory requirements, the Supervi-
the non-compete obligation to the extent that the total 4. Benefits from third parties sory Board will apply the maximum compensation to all
of the compensation for the non-compete obligation and The members of the Management Board did not receive service agreements with members of the Management
the other compensation would exceed the compensation benefits from third parties. Board of Delivery Hero SE that are newly entered into,
lastly received according to the contract. amended, or extended after the expiration of two months
5. Malus and clawback following the initial approval of the aforementioned com-
In the event of early termination of Management Board In the event of a serious and intentional violation of statu- pensation system by the Annual General Meeting 2021.
services before the applicable performance period of a cur- tory duties or the Company’s internal guidelines in the form Due to the absence of any new entry into, amendment, or
rent Tranche ends, the Stock Options expire without sub- of the code of conduct by a member of the Management extension of the service agreements with the members of
stitute or compensation in the following cases: Board, the Company may partially or fully reduce the vari- the Management Board of Delivery Hero SE in the period
able compensation under the STI and LTIP (malus) and par- from the aforementioned approval of the compensation
– Revocation of the appointment for good cause, tially or fully reclaim variable compensation components system on June 16, 2021 until December 31, 2023, the Su-
– Revocation of the appointment without good cause in that have already been paid out under the STI and LTIP pervisory Board does not apply the maximum compensa-
the first year of the first contractual four-year commit- (clawback). All variable components of the Management tion to such Management Board service agreements which
ment, Board compensation, i.e. both the compensation under the were in effect in 2023. The compliance with the maximum
– The Management Board member’s resignation from office STI and the LTIP for the respective financial year in which compensation pursuant to Section 87a AktG can be dis-
in the first two years of any contractual commitment or the violation of duties or compliance guidelines occurred, closed only after expiry of the waiting period respectively
– Termination of Management Board services as bad leaver. are covered by the malus and clawback provisions. during the subsequent exercise period of the LTIP tranche
granted in the year in which the maximum compensation
Otherwise the Management Board members are entitled to takes effect. Due to the new entries into service agreements
the already non-forfeitable Stock Options at the normal end with the members of the Management Board of Delivery
of the waiting period. A deviation from this occurs if a Man- Hero SE with effect from January 1, 2024, the Supervisory
agement Board member steps down or is removed from the Board applyies the maximum compensation for the first
Management Board in the course of a change of control. In time to these service agreements newly entered into. The
this case, all Stock Options granted under the LTIP shall be- new entries into the service agreements were carried out
come fully vested, irrespective of the vesting periods or cliff for the purpose of the first-time implementation of the new
provisions and will be immediately allocated. After the ex- compensation system for the members of the Management
piry of the waiting period, the Management Board members Board adopted by the Supervisory Board in financial year
are then entitled to exercise the Stock Options. 2023 (see B. Essential Developments above).
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
F. Compensation of the Management Board year 2023, are disclosed in the table “Total compensation
in 2023 of the Management Board”. For performance-based com-
pensation, exercised Stock Options are reported in the ta-
1. Management Board members’ compensation ble at their intrinsic value. On the other hand disclosure of
Regarding the regulatory requirements according to Sec- Short Term Incentive is chosen in accordance with a vest-
tion 162 para. (1) AktG, the compensation awarded and ing-oriented interpretation. Meaning it is vested for finan-
due must be reported individually for each member of the cial year in which the performance measurement is com-
Management Board. The following figure illustrates the pleted. The one-year variable remuneration is therefore
disclosure of the compensation components awarded and disclosed in the current financial year, although the actual
due to the members of the Management Board. “Awarded” payout will not take place until the beginning of the fol-
means compensation actually given to the board member lowing financial year.
in the reporting period, while “due” means compensation
for which a due obligation of the Company was established
in the reporting period but has not yet been fulfilled. The
non-performance-based compensation, i.e. the base salary
paid out and the expenses of the fringe benefits in financial
awarded / due
Short-Term
Incentive 2
Base salary /
fringe benefits
Exercise of Stock
Monthly payout Options (intrinsic value)
1 Illustrative representation.
2 Starting with financial year 2022.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The following tables “Total compensation of the Manage- The total compensation of the Management Board includes
ment Board” shows for financial years 2023 and 2022 the all compensation of financial year that relate to Manage-
individualized Management Board members’ compensa- ment Board activities.
tion awarded and due:
There was no full or partial reduction of variable compen-
sation (malus) and reclaiming of variable compensation
TOTAL COMPENSATION OF THE MANAGEMENT BOARD (AWARDED AND DUE ACCORDING TO § 162 AKTG)
components that have already been paid (clawback) in fi-
Niklas Östberg Emmanuel Thomassin nancial year 2023.
CEO CFO
2023 2022 2023 2022
2. Former Management Board members’
in kEUR in % in kEUR in % in kEUR in % in kEUR in % compensation
Delivery Hero SE has no former Management Board mem-
Base salary 350 71% 350 73% 350 82% 350 84% bers. Total compensation for former Management Board
Fringe benefits 25 5% 25 5% 0 0% 0 0% members and their survivors, along with pension liabilities
Short-Term Incentive 1 118 24% 102 21% 78 18% 68 16% to former Management Board members and their survi-
Sum 493 100% 477 100% 428 100% 418 100% vors, therefore amount to € 0.
Long-Term Incentive Plan 0 0% 0 0% 0 0% 0 0%
LTIP 0 0% 0 0% 0 0% 0 0%
Total compensation 493 100% 477 100% 428 100% 418 100%
Pieter-Jan Vandepitte
COO
2023 2022
in kEUR in % in kEUR in %
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
G. Compensation of the Supervisory Board The members of the Supervisory Board are appropriately
included in a financial loss liability insurance (D&O) for
1. Supervisory Board members’ compensation board members in the interests of the Company, insofar
On June 16, 2021, the compensation for the members of as one exists. The Company pays the premiums for this
the Supervisory Board was approved by the Annual Gener- insurance.
al Meeting by a majority of 99.79% and was retroactively
applied effective January 1, 2021. The compensation of
SUPERVISORY BOARD COMPENSATION
the members of the Supervisory Board is outlined in the
following.
Committee compensation
The ordinary member of the Audit Committee / Remunera-
tion Committee / Strategy Committee receives an addition-
al fixed annual compensation of € 20,000 payable after the
end of financial year. The ordinary member of the Nomina- – Chairman: € 80,000
tion Committee receives an additional fixed annual com- Audit Committee – Deputy Chairman: € 40,000
– Ordinary Member: € 20,000
pensation of € 10,000. The Chair of the respective commit-
tees receives an additional fixed annual compensation in
the amount of four times the compensation of the respec-
– Chairman: € 80,000
tive ordinary committee member and the Deputy Chair of Remuneration / Strategy
– Deputy Chairman: € 40,000
Committee
the respective committee receives an additional fixed an- – Ordinary Member: € 20,000
nual compensation in the amount of twice the compensa-
tion of the respective ordinary committee member.
– Chairman: € 40,000
In addition to their annual compensation, the Company Nomination Committee – Deputy Chairman: € 20,000
– Ordinary Member: € 10,000
reimburses the members of the Supervisory Board for any
reasonable expenses incurred in exercising their Supervi-
sory Board mandate as well as any value-added tax payable
– R
eimbursement of out-of-pocket expenses (including their value added tax)
on their compensation and expenses. Other as well as the value added tax on compensation
– Provision of D&O liability insurance
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
2. Basic principles of the compensation of the system must be submitted for resolution at the latest at the H. Compensation of the Supervisory Board
Supervisory Board following ordinary Annual General Meeting of the Compa- in 2023
The compensation system for the members of the Supervi- ny, according to Section 113 para. (3) sent. 6 and Section The table below states the relative proportion together
sory Board is based on the legal requirements and takes 120a para. (3) AktG. with the individual values of the total compensation for the
into account the recommendations and suggestions of the Supervisory Board for financial years 2023 and 2022:
GCGC. Delivery Hero SE always pursues a long-term per- The compensation of the Supervisory Board members ex-
spective in its entrepreneurial activities. In the course of clusively consists of a fixed compensation and thus follows In 2023, a total of € 7,469 (previous year: € 19.694) expens-
continuous development, added value shall be created – suggestion G.18 of the GCGC as well as the expectations of es were reimbursed or paid directly by the Company.
for shareholders, employees, customers, and the Company most investors and proxy advisors and is in line with the
itself. predominant practice of the companies in the DAX and
MDAX. This practice corresponds to the function of the
The Supervisory Board advises and supervises the Manage- Supervisory Board as an independent advisory and control
ment Board and is closely involved in important operation- body. At the same time, members of the Supervisory Board
al and strategic corporate governance topics. The compen- are incentivized by the compensation system to actively
sation of the Supervisory Board is a key factor in ensuring support and supervise the implementation of the business
the Supervisory Board’s effectiveness. Supervisory Board strategy. In accordance with recommendation G.17 of the
compensation that is appropriate and in line with the mar- GCGC, the higher expenditure of time by the Chair, who
ket thus promotes business strategy and long-term devel- according to recommendation D.5 of the GCGC is to be
opment of Delivery Hero SE. involved particularly closely in discussions on strategy, busi-
ness development, risk management and compliance, and
The compensation system for the Supervisory Board of by the Deputy Chair and the committee members is ade-
Delivery Hero SE as well as the specific compensation of quately taken into account.
the members of the Supervisory Board are stipulated in
Section 15 of the Articles of Association. The competent
TOTAL COMPENSATION OF THE SUPERVISORY BOARD
body is the Annual General Meeting which passes resolu-
Fixed salary Committee compensation Total compensation
tions on the compensation of the members of the Super-
visory Board at least once every four years in accordance 2023 2022 2023 2022 2023 2022
with Section 113 para. (3) AktG. The Remuneration Com- in kEUR in % in kEUR in kEUR in % in kEUR in kEUR in kEUR
mittee according to the Rules of Procedure of the Supervi-
sory Board prepares the resolutions passed by the Super- Dr Martin Enderle 150.0 43% 150.0 200.0 57% 200.0 350.0 350.0
visory Board on proposals to the Annual General Meeting Patrick Kolek 50.0 25% 50.0 150.0 75% 150.0 200.0 200.0
for resolutions regarding Supervisory Board compensation. Jeanette L. Gorgas 25.0 17% 25.0 120.0 83% 120.0 145.0 145.0
Pursuant to Section 179 para. (2) sent. 2 AktG and Section Gabriella Ardbo Engarås 1
25.0 56% 25.0 20.0 44% 20.0 45.0 45.0
20 para. (2) of the Articles of Association, a material amend- Nils Engvall 1 25.0 100% 25.0 0.0 0% 0.0 25.0 25.0
ment to the compensation system and the compensation
Dimitros Tsaousis 1 25.0 100% 25.0 0.0 0% 0.0 25.0 25.0
of the members of the Supervisory Board set out in the
Articles of Association requires a simple majority of votes. 1 Employee representatives
55
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
COMPARATIVE PRESENTATION
in kEUR in kEUR in % in % in % in % in %
Management Board
Niklas Östberg 492.6 477.0 3% 27% −99% 1,692% 100%
Emmanuel Thomassin 428.4 418.0 2% −96% −14% 842% 58%
Pieter-Jan Vandepitte (since 03.05.2021) 428.4 418.0 2% 37% n/a n/a n/a
Average 449.8 437.7 3% −89% −86% 1,388% 83%
Employees
Average of Delivery Hero SE Germany (FTE) in % 2 12% 20% 10%
Company Performance
Net profit / loss in EUR million of DH SE −3,745.3 −1,301.3 188% −52% 150% −341% −6,465%
Net profit / loss in EUR million of DH Group −2,304.7 −2,993.5 3 −23% 173% 3 −22% −711% −645%
Revenue in EUR million 9,941.9 8,577.3 16% 46% 137% 96% 65%
Share price in EUR 25.0 44.8 −44% −54% −23% 80% 117%
1 Employee representatives
2 All employees are included in the analysis on a full-time equivalent basis, only working students and interns were excluded. Total compensation considers the base salary and the long-term incentive plans.
3 Adjusted
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Non-performance-based components
– Fixed compensation which is paid in twelve monthly installments Base salary – Fixed compensation which is paid in twelve monthly installments
– Personal budget for traveling between home and work – Personal budget for traveling between home and work
– Contributions to health and nursing care insurance, grant of accident – Contributions to health and nursing care insurance, grant of accident
insurance, D&O insurance, reimbursement of the cost for preventive insurance, D&O insurance, reimbursement of the cost for preventive
medical examination Fringe benefits medical examination
– Possibility to grant a one-time payment to new members of the Management – Possibility to grant a one-time payment to new members of the Management
Board upon taking office to compensate for forfeited compensation at the Board upon taking office to compensate for forfeited compensation at the
previous employer previous employer
Performance-based components
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
– Full or partial reduction / repayment of variable compensation in case of – Full or partial reduction / repayment of variable compensation in case of
material compliance breaches or in the event of an incorrect consolidated Malus and clawback material compliance breaches or in the event of an incorrect consolidated
financial statements financial statements
– In line with GCGC recommendation limited to the total compensation of – In line with GCGC recommendation limited to the total compensation of
Severance payment cap
two years, but not more than the remaining term of the service agreement two years, but not more than the remaining term of the service agreement
Compared to the previous compensation system, in the Compared to the previous compensation system, in the As under the previous compensation system, the Supervi-
new compensation system the short-term variable compen- new remuneration system the long-term variable remuner- sory Board has set a maximum compensation under the
sation (Short-Term Incentive or STI) consists of annually ation (Long-Term Incentive or LTI) consists of a (virtual) new compensation system in accordance with section 87a
allocated virtual shares in the form of restricted stock units performance share plan with a four-year term. Compared AktG, that limits the total amount of compensation actual-
with a one-year performance period and a two-year wait- to the previous compensation system, the performance ly received for a given financial year (comprising the
ing period. Compared to the previous compensation sys- criteria include relative total shareholder return and cumu- non-performance-related base compensation, fringe ben-
tem, the performance criteria also include growth and lative operating cash flow. The allocation under the LTI is efits and the amounts paid out under the Short-Term Incen-
profitability targets in addition to ESG targets. The perfor- made in the form of virtual shares (performance shares), tive and Long-Term Incentive).
mance criteria are set by the Supervisory Board before the which are settled in cash or shares of the Company at the
beginning of each financial year. Settlement of the com- end of the contractual four-year waiting period. The maximum compensation for the Chair of the Manage-
pensation claims under the STI shall be made, at the dis- ment Board is € 12 million and for the ordinary members
cretion of the Supervisory Board, either in cash or in shares Compared to the previous compensation system, under the of the Management Board € 9 million. If the sum of pay-
of the Company. new compensation system the target achievement is limit- ments from a financial year exceeds this maximum com-
ed to a maximum value (cap) not only under the STI but pensation, the last compensation component to be paid
also under the LTI. out (usually under the Long-Term Incentive) is reduced
accordingly.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Delivery Hero SE
Dr Martin Enderle
Chair of the Supervisory Board
of Delivery Hero SE
Pieter-Jan Vandepitte
59
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
NON-FINANCIAL
REPORT FOR
THE GROUP
Sustainability approach and material issues managed at Delivery Hero’s Berlin headquarters, while expertise and strategic guidelines to support central, local
regional and local sustainability teams support global pro- and r egional teams as they pilot new projects.
Our Values grams, alongside developing and implementing their own
Sustainability is set in Delivery Hero’s 1 strategic foundations initiatives and projects. In 2023, we continued to develop The main focus of our CSR & Sustainability efforts, together
and defined by one of our values: “We are heroes because our regional and local teams to further empower the re- with other regional and central teams in this reporting pe-
we care”. We strive to grow sustainably in a way that is gions, while maintaining a focus on alignment with our riod was on Climate Action (which encompasses carbon
consistent with our principles. This means taking respon- global strategy. measurement and reduction), as well as Sustainable Pack-
sibility for the impact of our business, reducing our envi- aging and Rider and Worker Welfare, with which rider
ronmental footprint, and seeking long-term solutions for In 2023, Delivery Hero continued to uphold the Manage- safety was of high priority. These topics were prioritized
ourselves and our industry. ment Board’s accountability for Environmental, Social and based primarily on our stakeholder materiality assessment,
Governance (ESG) topics by providing an ESG bonus as part business impact, and industry relevance.
Our Strategic Priorities of variable Management Board compensation. More infor-
We aim to act responsibly across all areas of our business mation on the ESG compensation targets can be found in This financial year, we set ourselves some high-level ambi-
by being mindful and strategic in our activities. In 2022, we the Compensation Report. tions and continued to advance key projects that we
joined the United Nations Global Compact (“UNGC”) as a launched in previous years. A significant milestone for us
participant, underscoring our commitment to the UNGC The Group’s CSR & Sustainability department comprises sev- was the validation of our 2032 Climate Action targets by
principles and our support for the advancement of the UN eral pillars, the managers of which report to the Senior the Science Based Targets Initiative (SBTi), which will guide
Sustainable Development Goals (SDGs). We are also a mem- Director of Sustainability, CSR, and Safety. The Senior Direc- the reduction of the Group’s carbon footprint.
ber of several coalitions, including Every Action Counts and tor reports to the Vice President of Communications, Pub-
the Delivery Platforms Europe. lic Affairs and CSR, who reports to the Chief People & Sus- In 2023, we also placed a significant focus on preparing for
tainability Officer. The department is supported by various reporting in alignment with the Corporate Sustainability
Our Corporate Social Responsibility (“CSR”) & Sustainability teams at Delivery Hero SE and across the local entities Reporting Directive (CSRD). To raise the enterprise aware-
strategy is reflected in our organizational structure, pro- when relevant to their focus area or expertise. The depart- ness on these requirements and the impact they may have
cesses, and initiatives. At Delivery Hero, we follow a decen- ment also acts as an enabler, providing subject matter on the business, we conducted training sessions on the
tralized approach: the Group’s strategy is established and CSRD and its accompanying European Sustainability
1 In the Non-Financial Report, the term “Delivery Hero” refers to Delivery Hero SE and its consolidated subsidiaries, together as Delivery Hero Group (also: DH, DH Group, or Group). “Delivery Hero SE” (or “DHSE”) refers to the holding company only.
60
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Reporting Standards (ESRS). We also provided training on media and other market participants. The final results were discussed and validated within Delivery Hero’s
the Directive to the Supervisory Board. Following these were discussed and validated within Delivery Hero’s CSR & Sustainability Team, confirming our existing shortlist
trainings, Delivery Hero initiated preparations for future CSR & Sustainability Team, confirming our existing shortlist of material topics. The results led to the confirmation of
CSRD reporting including the double materiality analysis of material topics. The results led to the confirmation of our existing shortlist of material topics.
and subsequent gap analyses. our existing shortlist of material topics.
We continue to cluster our material topics into three main
Our Material Topics In 2023, we revisited last year’s materiality analysis in or- pillars in the present report, including a total of eleven
In 2023, we revisited last year’s materiality analysis in or- der to account for possible changes in material topics material topics:
der to account for possible changes in material topics during the year. The approach included a screening of the
during the year. The approach included a screening of the media and other market participants. The final results – Climate & Environment
– Greenhouse Gases
– Sustainable Packaging Solutions
DELIVERY HERO’S STAKEHOLDERS
– Sustainable Business Partners
– Food Waste
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Climate and environment – Packaging: Expand the use of sustainable packaging to As prescribed by the Greenhouse Gas Protocol, we con-
At Delivery Hero, we are committed to minimizing the im- 42% of orders by 2032, both through encouraging or- sider emissions within different scopes:
pact of our operations on the environment. As an industry ganic change made by our restaurant partners and by
leader, we also want to think holistically, developing solu- offering sustainable packaging directly to restaurants. – Scope 1: direct emissions from heating, air conditioning
tions for the whole delivery ecosystem. This means promot- – Groceries: Plan to decrease supply chain emissions asso- installations, and the company’s vehicle fleet
ing sustainable practices with partners, riders, and the ciated with Dmart products by 40% by 2032, by working – Scope 2: indirect emissions from the generation of elec-
communities in which we operate. We focus on the envi- with vendors to increase the proportion of Dmart GMV tricity, steam, heat, or cooling purchased from external
ronmental areas that our sector impacts the most, which to climate friendly products. energy providers 1
are guided by the greenhouse gas emissions (GHG) emitted – Scope 3: the remainder of indirect emissions not covered
as a result of our operations and platforms. These are challenging areas for driving change because in Scope 2, such as emissions from purchased goods and
they require stakeholders in our value chain to transition services, waste from operations, business travel, up-
Climate strategy from existing practices. stream and downstream transportation, and distribution.
Climate change is one of the biggest challenges facing our
world today. To confront the climate crisis, in 2023 Delivery Greenhouse Gases The downstream transportation emissions, i.e. the delivery
Hero launched its Climate Action Plan, with the following Our management approach to this topic is centralized, as emissions, are the result of transporting food and other
targets verified and confirmed by the Science-Based Targets calculating an accurate greenhouse gas footprint requires goods to our customers, both from our own deliveries (i.e.
Initiative (SBTi): special expertise and a consistent methodology. The GHG conducted by riders in our riders community) and from
accounting methodology used by Delivery Hero can be marketplace deliveries (i.e. conducted by our restaurant
– To reduce Delivery Hero’s absolute Scope 1 and 2 GHG found on our website. The scope of our carbon data partners and vendors). Where accurate data is not availa-
emissions by 50.4% by 2032, from a 2022 base year collection and reporting from our operations is global, cov- ble, we use estimations in line with commonly accepted
– To reduce Scope 3 GHG emissions 58.1% per million eu- ering our footprint across our segments Europe, Asia, approaches. 2 For instance, if only fuel expenses are avail-
ros of gross profit by 2032, from a 2022 base year. Americas, and MENA (Middle East and North Africa). We able to calculate the direct emissions from company cars
provide in-house training on how to collect GHG emissions (Scope 1), a commonly accepted approach is to estimate
Delivery Hero has set out a Climate Action Plan that prior- data, also considering regional specifications in the GHG the fuel quantity based on the average cost of one liter of
itizes work in four areas to achieve these ambitious targets. methodology. Our central CSR & Sustainability team is re- fuel in the respective country.
To achieve the Scope 1 and 2 target, Delivery Hero is look- sponsible for this training and data collection.
ing to source 100% renewable electricity for the infrastruc- The measurements we have taken so far have given us a
ture we own or lease by 2032. To achieve the Scope 3 tar- clear picture of where the majority of our emissions come
get, Delivery Hero has prioritised three strategic areas: from: electricity consumption in our facilities, mainly in
offices and Dmarts; Dmarts groceries and shop products
– Mobility: (a) Expand zero-emission deliveries to 65% of (i.e., purchased goods); restaurants food packaging (i.e.,
orders by 2032. To achieve this, we aim to increase the end-of-life treatment of sold products); and deliveries (i.e.,
proportion of deliveries made by bike and walkers to downstream transportation). In our climate action strategy,
15% in 2032, and to encourage the transition to electric we address these core drivers of our footprint, for example,
vehicles for 50% of orders. (b) Bundle up to 35% of or- by exploring the increase of renewable energy usage, in-
ders by 2032. creasing the use of sustainable packaging among our ven-
dors, engaging with suppliers who provide retail products
for our Dmarts, and expanding zero-emission deliveries.
1 Consistent with our 2023 GHG methodology, we use both the market-based approach and the location-based approach for calculating Scope 2 data.
2 The carbon footprint is calculated mainly by using primary data (i.e. data from specific activities within a Delivery Hero’s value chain). In case of data gaps, secondary data is being used,i.e. industry-average data (e.g., from published databases,
government statistics, literature studies, and industry associations), financial data, proxy data, and other generic data.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
In 2023, the CO2 emissions of our global operations business activities. Delivery Hero recognizes the impact Sustainable Business Partners
amounted to 4,246,156 tCO2e (2022: 4,273,317 tCO2e). that plastic has on our natural world, particularly the At Delivery Hero, being an ethical and responsible business
This figure is broken down into Scope 1, 2 and 3 in the oceans and wildlife, and we are exploring how plastic pack- means working to create a more sustainable restaurant and
table below. aging can be reduced. We are also conscious of the emis- food delivery ecosystem. To do this, we encourage our busi-
sions and resources used in the production of plastic. ness partners to make more sustainable choices by offering
The 2022 carbon footprint shared in the 2022 Annual Re- them support, education, and incentives through environ-
port was based on H1 actuals and H2 estimations – and Our restaurant partners are responsible for packaging the mental programs and initiatives. These programs address
has been recalculated by our new climate consulting part- food ordered through our platforms, and they choose the topics such as the availability of vegan or vegetarian op-
ner. Our 2023 carbon footprint uses a different calculation type of packaging to be used for delivery. Much of the tions, the use of sustainable packaging, and the origin and
methodology to reflect the actual 2022 emissions and the packaging chosen is still made of fossil fuel plastics because environmental impact of ingredients in food recipes with-
baseline validated by SBTi. The 2023 carbon footprint com- it is cheaper and more widely available. Furthermore, many in restaurants.
prises actual figures for H1 and estimated figures for H2 of the countries in which we operate do not have adequate
of our global operations. The methodology for calculating recycling systems or sustainable packaging regulations in Restaurant certification is an avenue to support our restau-
estimates in H2 builds upon the footprint established in place. Even where recycling is common, the packaging has rant partners in their transition to sustainable practices,
H1. As there were no substantial alterations in business often come into contact with food and therefore is discard- and to build customer awareness of the environmental
operations, we apply a multiplier of two to H1 to derive ed as general waste. impact of their meals. Our local restaurant certification
the estimates for H2. In the final 2023 carbon footprint programs, available in Hong Kong, Singapore, and Taiwan,
calculation that will be reported in the 2024 Annual Re- We previously explored providing sustainable packaging set guidelines for local entities to assess the sustainability
port, actual data for H2 will be considered. units to vendors through a central marketplace. However, credentials of restaurants on a range of topics, including
the quantities fell short of our expectations for achieving ingredient sourcing, sustainable packaging, and removal
scalable change on packaging. Given the diversity of our of single-use items in dine-in purchases. These local res-
GREENHOUSE GAS EMISSIONS (IN tCO2e) markets, we have shifted to a regional and local approach, taurant certification programs aim to achieve reduction in
exploring how change can be driven through our tech and food waste by providing the option to order smaller por-
2023 2022
product solutions. Due to this strategic change we are no tions of food, for example.
Scope 1 emissions 38,825 34,574 longer collecting centrally this KPI and its respective ESG
Scope 2 emissions 59,358 88,258
target has been accepted by the Supervisory Board to be Food Waste at Dmarts
“not achieved”. Several of our brands are developing their We recognize that food waste has environmental and social
Scope 3 emissions 4,147,973 4,150,485
own programs with local partners. For instance, our Span- implications, and that reducing food waste can help build
Total carbon footprint 4,246,156 4,273,317
ish subsidiary Glovo was able to subsidize the cost of sus- resilient and sustainable food systems globally.
tainable packaging for vendors via its Impact Fund, mak-
In 2023, Delivery Hero responded for the third time to the ing the swap to sustainable packaging more affordable The topic of food waste is managed by regional sustaina-
climate change questionnaire of CDP (formerly known as and seamless. Another example is the integration of “No bility teams in the Group. In 2023, our PedidosYa and food-
the Carbon Disclosure Project), a global disclosure network disposable cutlery, please” and “No side dish, please” panda brands continued food donation initiatives aimed at
that promotes transparency on climate management. Our product features on the Baemin app (operated by Woo- surplus at our Dmarts. One of the priorities was to avoid
submission included our global emissions, and we received wa), which allow customers to reduce food and plastic excess stock by evaluating item demand and adjusting pur-
a B rating, which outperforms the global average, as well waste whilst saving costs for the vendors. chasing quantities. As a secondary approach, the pilot pro-
as the average within our industry. grams aimed to use leftover stock by addressing near-ex-
Advancing sustainable packaging was part of our ESG tar- piring food in different ways, such as reselling or donating
Sustainable Packaging Solutions gets for the Management Board compensation in 2023. to partner organizations that specialize in managing
Plastic pollution is one of the most urgent environmental More information on this can be found in the Compensa- near-expiring goods or food donations. For example, in
issues our planet is facing. It is also a by-product of our tion Report. Singapore and Hong Kong, our foodpanda brand has been
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
actively sourcing partners to collaborate on addressing regarding remuneration and health and safety workplace. Recruiting employees in a structured manner is a high
surplus goods from Dmart stores, which mostly consist of As outlined in Delivery Hero’s Code of Conduct and the priority for us. Therefore, we have continued to imple-
fresh food products. One example of such a partnership is Third Party Code of Conduct, we respect the right to ment a single HR management software system across our
in Singapore with the OLIO app. Through OLIO’s Food freedom of association as well as the right to engage in global entities, streamlining our HR processes. This soft-
Waste Heroes program, we were able to reduce food waste collective bargaining and strive to comply with all local ware has been rolled out in 51 countries as of 2023.
by distributing food that is still fit for consumption to the regulations. Our Legal Logistics and Employment Law
community. In Hong Kong, surplus food from Dmart stores Teams at Delivery Hero SE address engagement of the of- At Delivery Hero, we want to support our staff in the best
is donated to the Foodlink Foundation, a non-profit organ- fice-based and logistics workforce through our local enti- way possible, so we provide a range of employee benefits
ization that collects and distributes food to a network of ties. More information on this can be found in the section as set out in our Employee Benefits Strategy, which we
social support agencies. on Responsible Governance and Ethics. relaunched in 2022 and further developed in 2023. Our
benefits include individual corporate pension schemes and
Starting as a pilot project in three countries, our brand Office Staff Working Conditions the Employee Share Purchase Plan (ESPP). Our ESPP allows
PedidosYa has now extended its food rescue program to In 2023, Delivery Hero employed an average of 47,981 peo- employees to invest a part of their salary in Delivery Hero
encompass all Latin American countries where it operates, ple worldwide (2022: 51,118). The responsibility for the shares at market price, and to receive free matching shares
aspiring to eliminate food waste entirely from all partici- well-being and safety of office-based employees is account- later if certain conditions are met. More details on our
pating stores. This aspiration would not have been possible ed for within the responsibilities of certain functions of the share-based payments can be found in Section H.2 in the
without our partnership with the Global Food Banking People & Culture department. While our approach to this Notes to the Consolidated Financial Statements. Further
Network. Furthermore, we maintain a strong and ongoing topic is a decentralized one, the People & Culture team at benefits include tailored parental support, an employee
relationship with multiple food banks across Latin America. our headquarters in Berlin is responsible for global process assistance program, and a meditation app subscription.
Together, we continue to make an impact on food waste frameworks, initiatives and projects. Meanwhile, our inter-
reduction and community well-being. In addition, we look national entities carry out additional recruitment and de- At Delivery Hero, we understand employee engagement to
for ways to employ technology and innovation to enhance velopment activities according to their needs and local mean how much employees are involved in, committed to,
our food rescue and donation initiatives, emphasizing our regulations. To help align our global and local approaches, and enthusiastic about their work. We measure employee
commitment to continuous improvement. Our regional Delivery Hero SE has created regional human resource (HR) engagement at least three times a year through surveys,
sustainability teams will continue to exchange best prac- centers of excellence to support each entity in managing using the Workday Peakon Employee Voice platform. In
tices in this vital area. its office-based employees. 2023, we conducted two expanded pulse surveys and one
full survey.
The People & Culture department is led by the Chief Peo-
Workforce, safety and human rights ple & Sustainability Officer, who reports directly to the Our main metric in measuring Engagement levels in the
Delivery Hero creates jobs for many people around the CEO. Regional and local People Leaders at our local brands workplace is the “employee Net Promoter Score” (eNPS).
world and offers an environment in which people can de- report to their CEOs and Managing Directors, who main- The score is calculated by subtracting the percentage of
velop their careers. We aim to help our employees achieve tain the line of communication to the central department detractors (scoring 0 to 6) from the percentage of promot-
their highest potential, and their experience is important at Delivery Hero in Berlin. The People & Culture depart- ers (scoring 9 and 10), resulting in a score between −100
to us. For us, fostering diversity and an inclusive culture is ment is divided into five sub-departments: Talent, Trans- and +100. The last Peakon survey round in 2023 closed with
vital for workforce satisfaction and a successful business. formation & Systems, Total Rewards, People Partners and a global participation rate of 86%, and a global engage-
a newly formed joint department for Communications, ment score of 24.
Delivery Hero is committed to operating responsibly, and Public Affairs & Sustainability.
an important part of this commitment is to respect funda- Data from the Peakon survey is used to create action plans
mental human rights. We strive to provide fair and equita- Delivery Hero aims to attract the best talent to remain that address areas for improvement. Throughout 2023, our
ble working conditions, and to adhere to local labor laws competitive in the expanding delivery services market. organization-level priorities and action plans have been
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
centered around the topics of Strategy & Communications, end our global and regional Public Affairs and Legal teams Delivery Hero offers an employee assistance program to all
Belonging, and Rewards. New initiatives this year include are in regular exchange with national and local authorities its office-based employees globally so that they can get the
the reformatting of company-wide all-hands sessions; see- to share best practices and bring about forward-looking help they need to assist with stress, mental health, relation-
ing greater involvement from the C-suite; and a greater regulatory frameworks. To read more about how we ad- ships / family, and legal issues, among others. Training is
attention to culture, community-building, and company dress regulatory risks and cases related to riders, please available to employees on how to maintain a safe working
values.This year, further measures have also been under- refer to the Risk and Opportunity Report. environment, including first aid training for office-based
taken around action-planning through design-thinking employees at our Berlin headquarters.
exercises. Ideally, in 2023, we continued to work on our Fair Pay Initi-
ative, a project focused on defining the meaning of fair pay Rider Health and Safety
Rider Working Conditions for Delivery Hero. By comparing rider pay data to external The Rider Safety team at Delivery Hero is led by the Senior
Riders are vital to our operations, and we want to ensure parameters such as the minimum wage and living wage Director of CSR, Sustainability and Safety. The main objec-
that their working conditions meet the necessary local and across the regions in which we operate, the initiative is aim- tive of the team is to promote health and safety with a
international regulatory standards. In 2023, the Company ing to provide a better overview of rider compensation. focus on rider safety. The key goal of this approach is to
worked with around 3 million riders across the world. 1 In improve accessibility and data quality of rider accident and
December 2023, more than 800,000 riders made at least Health and Safety fatality information. We make learning materials available
one delivery across the group worldwide. At Delivery Hero, we aim to create a working environment worldwide on various topics, including road safety and the
that is compliant, generates awareness of and promotes use of safety equipment. Our local entities further design
Rider engagement is led primarily by our global brands and the health, safety, and well-being of the workforce. Safety their own localized training materials and conduct rider
local markets. Our brands apply multiple workforce engage- management is decentralized at Delivery Hero and our lo- trainings to respond to local risks and regulations.
ment models depending on local market needs and legal cal entities and offices are responsible for defining their
requirements. Given the complex and decentralized nature procedures and aligning them with respective national or We endeavor to maximize the visibility of our global rider
of our operations, as well as the large number of markets regional legal requirements. This gives local management safety performance and use a dashboard to provide trans-
we operate in, providing a conclusive overview of the en- the ability to respond to the specific health and safety risks parency on rider accidents worldwide. This dashboard re-
gagement models leveraged remains difficult, and a per- and regulations that exist in their area. flects the data that local markets enter into our rider safe-
centage breakdown of these models would not be ade- ty reporting tool on a monthly basis. For the past three
quate. The network of riders is covered by a variety of Office Staff Health and Safety years we have been building a baseline of rider safety per-
contractual arrangements that fall under three main en- At Delivery Hero, operational health and safety efforts in- formance. We strive to ensure good information quality by
gagement models: direct employment (where riders are clude ergonomic office design, well-being programs, and making data collection training videos available to local
employed by Delivery Hero’s subsidiaries), freelance (where health initiatives. There is also a workplace safety commit- teams. Advancing rider safety was part of our ESG targets
the riders are self-employed), or third-party providers under tee that consists of internal and external stakeholders such for the Management Board compensation in 2023. More
contract for our delivery services. The majority of riders are as members of the Workplace Services & Strategy teams, information on this can be found in the Compensation
engaged as freelancers or through third-party providers. People Partner, Travel, and Benefits teams, our company Report. For 2023, our target was to reduce the accidents
doctor, and an external safety consultant. The committee rate per 1 million deliveries by 2% compared to 2022, when
In recent years, we have continued to observe increased meets on a quarterly basis and coordinates health- and the rate was at 44.39 accidents per 1 million deliveries.
public attention on the working conditions of riders, cou- safety-related topics such as workplace safety, COVID-19 With 31.03 reported accidents in 2023 2, we exceeded our
pled with a stronger regulatory focus on this issue. We are regulations, physical and mental risk assessments, and trav- target. We will continue to advance these efforts in 2024
always open to dialogue with local and regional authorities el safety for our office-based employees. with data quality being a top priority.
to work towards a future where riders can have improved
social protections while also maintaining flexibility. To this
1 Unlike for 2022, this value includes riders from all entities of Delivery Hero. The number of riders refers to the number of active rider contracts.
2 As Delivery Hero has less control over freelancers, and there is no obligation for freelancers to report accident cases, this value is based on reported cases.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Employee Development At Delivery Hero, employee development is managed by – Increase representation: to build a team of Delivery Hero
At Delivery Hero, we want our employees to grow profes- the Talen & Culture team, which is part of our People & employees whose perspectives reflect the diversity of
sionally and personally. Long-term growth for our work- Culture department. We allocate an annual education the customers we serve. Our main priority is creating an
force is also important for the sustainability of our busi- budget of € 1,000 per full-time equivalent employee and environment where all genders are fairly represented.
ness, which is why we offer ongoing learning and training € 500 per part-time employee for external learning and – Enhance equitable structures and systems: we want to en-
for our office-based staff, as well as regular performance development. This support is in addition to other internal sure that all of our employees have an equal chance to
reviews. Our talent engagement approach focuses on learning opportunities. thrive in their careers from the moment they join us. This
growth and leadership. includes building systems that account for the unique
Our performance management process, in place at Delivery needs of different groups.
Since 2022, we have used LinkedIn Learning as our one- Hero since 2020, is now present in 45 countries worldwide. – Promote inclusive behavior: we want all of our employ-
stop global online learning platform. Our global employ- We aim to ensure that this process is globally aligned to ees (Heroes) to foster a culture where everyone can
ees spent an average of 2.5 hours on the platform in 2023. drive a consistent experience for employees across all mar- come to work and be 100% themselves.
In addition to mandatory training, we conducted internal kets. The performance management process is conducted
training sessions at our headquarters. These sessions were twice a year to speak about development opportunities The D&I team sits under the Talent & Culture sub-function,
hosted by our internal trainers community, a group of vol- and outline future training needs, as well as discuss salary to continue embedding D&I into the metric of the Peo-
unteer employees that lead this training on behalf of the and compensation. In addition to this, managers have reg- ple & Culture department. All roles and responsibilities for
Talent & Culture team. ular one-on-one meetings with their team members. this function are led by the Director of Culture and Engage-
ment, who reports to the Vice President of Talent, who in
The Talent & Culture team at Delivery Hero continued to In 2023, growth planning has been a major initiative for turn reports to the Chief People & Sustainability Officer. The
organize a number of leadership programs in 2023, such the Talent & Culture team at Delivery Hero. Our focus was team is in charge of the D&I strategy, which is integrated
as the Leading People Program and the global Senior to further raise the bar for performance and to elevate into our activities across the Company, especially Employee
Leadership Program. Additionally, mentoring has been a talent by empowering employees to drive their own Engagement, Learning & Development, and People Experi-
focus for the Talent & Culture team. We established a men- growth. To this end, an e-learning guide helps our employ- ence. The initiatives outlined in this section are focused
toring program at DHSE, initially focused on strengthening ees create a growth plan for themselves. We use our HR primarily on our headquarters. However, collaboration
character skills. Since 2023 this has been expanded to in- tool to measure the number of employee growth plans with our entities increased in 2023, and we intend to con-
clude technical skills. From September 2023, Delivery Hero created throughout the reporting year. An additional focus solidate our global efforts further in the coming years.
started offering a Tech Grad program for software and in 2023 laid on the quality of our 360° feedback, that we
data engineering graduates consisting of four elements: measure via a tableau dashboard. Our Diversity Advisory Board (DAB) was originally launched
learning, leadership meet-ups, experiences, and the DH in 2021 and new board members have been appointed at
connection. Diversity and Inclusion the end of 2022 for service in 2023. It includes two external
We aim to make Delivery Hero an inclusive place to work, members with a background in D&I and six internal mem-
In April 2023, Delivery Hero launched Udemy Business for where everyone feels a sense of belonging. We believe that bers from across the Delivery Hero Group. The DAB aims to
permanent employees within Tech and Product teams at diversity and inclusion are key to fostering creativity and provide regular advice for the D&I program, encourage
our Central headquarters, as well as APAC and Türkiye. building a thriving business, and we want our employees global collaboration on inclusion work across the Group,
Apart from the technology-oriented content, German lan- to embrace their diverse backgrounds, by building strong and be ambassadors inside and outside the organization.
guage course was one of the top courses by enrollment. communities that celebrate a broad range of perspectives. The DAB advises the management board of Delivery Hero
Delivery Hero had also launched a partnership with O’Reil- on strategic matters relating to D&I. Thereby, the DAB
ly learning platform for its top performers, with an award Our 2023 Diversity and Inclusion (D&I) strategy defines our played a key role in co-creating the 2023 D&I strategy and
given by the service provider for Delivery Hero’s outstand- approach to building an equitable and unbiased working contributing to the development of cross-functional tar-
ing onboarding process. environment. It focuses on three core pillars: gets, for instance by supporting the inclusion of D&I con-
siderations into the hiring targets and providing feedbacks
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
on learning opportunities. This included a program to es- We continue to strive to meet our D&I goals for the near Governance and Ethics
tablish or connect Employee Resource Groups (ERGs) as future. Measures to further improve women representa- At Delivery Hero, we believe that fair business conduct,
representatives of diverse and distinct groups among our tion in our tech teams include conducting targeted suc- data protection, and food safety are essential for our integ-
staff – including our HeroCommunities, which launched in cession planning. We also invest in solutions to increase rity and long-term success. Across the whole Delivery Hero
January 2023 and the organization of a Women Connect diversity in the tech sector more broadly, in particular with Group, we aim to act within a framework of ethics and
Summit hosted in March. This consisted of nine awareness the Delivery Hero Tech Academy, which launched in 2021. integrity, and comply with all local laws and regulations in
and learning sessions discussing topics including mentor- The aim of the Delivery Hero Tech Academy is to promote each of the markets in which we operate. We are guided
ing, work-life-balance, career growth, women empower- tech training to those who are traditionally underrepre- by our Code of Conduct and Third Party Code of
ment, equity for women, women in tech, and women in sented in the tech industry, with a view to potentially offer Conduct, and strive to create awareness amongst our em-
leadership. them employment at Delivery Hero. In March 2023, Delivery ployees that compliance is always in the interest of the
Hero employees participated in the Women of Berlin City Company and our stakeholders. The Third Party Code of
Our four HeroCommunities, namely the Proud Heroes, Tour in honor of International Women’s Day. The tour Conduct was newly launched in 2023, as an update to our
Women Heroes, Muslim Heroes, and Parent Heroes, repre- raised awareness about the role of Women leadership in previous Supplier Code of Conduct.
sent inclusivity in the workplace and work on initiatives the past and present. Other D&I workplace activities in-
that advance our D&I efforts. For example, in 2023, the cluded Delivery Hero’s employees gathering in the Chris- In 2023, our Group-wide Code of Conduct continues to
Muslim Heroes organized the Ramadan iftar event. The topher Street Day (CSD) parade in July 2023 and the Cen- provide employees with guidance for their decision-making
Parent Heroes community offered information and resourc- tral Hero Kids Day, which is a dedicated event day for and defines the standards of conduct within the Delivery
es for people expecting a child in Berlin. The Proud Heroes Heroes to bring their families to work. Hero Group. It is binding for all employees of Delivery Hero
launched a Queer Library with various support materials SE and its controlled Group companies within the relevant
on the LGBTQIA+ experience and a “Loud & Proud Fest” Delivery Hero endeavors to comply with all global and local legal framework. The local entities are responsible for com-
with a month-long education campaign. To learn more D&I related regulations and works to operate in line with municating the Code of Conduct to their organization. The
about our HeroCommunities, please visit our DH careers our core values related to D&I. Delivery Hero also supports document is acknowledged by our Delivery Hero SE em-
website. the UN Standards of Conduct for Business Tackling Discrim- ployees through our HR management system and is further
ination against LGBTQIA+ people. Providing equal oppor- acknowledged by all new employees at onboarding.
We endeavor to make data-driven people process deci- tunities for all regardless of ethnicity, religion, color, na-
sions. Working with our People Analytics team, we built a tional origin, gender, sexual orientation, age, marital Delivery Hero’s Third Party Code of Conduct (TPCoC) is
D&I Dashboard that helps track our candidate pipeline and status, disabilities, or any other aspect that makes a person based on principles established by the United Nations
workforce diversity demographics in real time. Some of the who they are, is vital to us. As specified in Delivery Hero’s Global Compact, the United Nations Guiding Principles on
Key Performance Indicators (KPIs) measured for D&I are the Code of Conduct as well as its Anti-Harassment and An- Business and Human Rights, and the International Labor
percentage of women in Delivery Hero’s Tech and Product ti-Bullying policies, the Company does not tolerate harass- Organization’s Declaration on Fundamental Principles and
team, which stands at 25.5% in 2023, and leadership 1, ment or bullying, and protects the subjects of either from Rights at Work. It aims to promote responsible business
which stands at 28.2% for this year. As part of the Peakon retaliation. Delivery Hero is committed to being an equal practices along the value chain to minimize financial, rep-
engagement survey, we also measure employee satisfac- opportunity employer and to providing a safe workplace utational, and supply chain risks resulting from potential
tion on the measures taken to improve diversity, inclusion, free from discrimination, harassment, intimidation, and violations of human rights in areas beyond our immediate
and equity at Delivery Hero three times a year. For further abuse. As with any other topic, issues with regard to D&I organizational responsibility. The TPCoC also includes top-
information regarding the gender diversity of our Supervi- can be addressed via the Speak Up Portal. For more infor- ics such as remuneration and forced or illicit forms of labor.
sory Board, the Management Board, and the two executive mation on the Speak Up Portal, please see the section on It clarifies that Delivery Hero, as part of its corporate re-
levels directly below, please see the Corporate Governance Fair Business Conduct and Compliance below. sponsibility, evaluates suppliers not only based on econom-
Statement. ic criteria but also on matters regarding environmental
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
protection, compliance with human rights, labor, and social address governance- and compliance-related risks, please corruption risk assessments were conducted in designated
standards as well as anti-corruption practices. We do this refer to the Risk and Opportunity Report. entities. Additionally, a Group-wide sanctions risk assess-
both when selecting suppliers and when extending con- ment was conducted.
tracts. The criteria evaluated are: environmental impact, Fair Business Conduct & Compliance
business ethics, anti-bribery and corruption, economic Delivery Hero aims to act within a framework of ethics, To ensure easy access to compliance-related topics, a com-
sanctions, conflicts of interest, antitrust, protection of in- integrity, and applicable laws in every country in which it pliance portal managed by the central Compliance team is
tellectual property or company assets, data protection, and operates. Our understanding of ethical corporate behavior available for all employees of Delivery Hero Group. This
food safety. is reflected in our commitment to respecting human rights, covers topics relating to compliance, data protection, and
creating equal opportunities, and fostering a workplace cyber security. The portal contains a full policy repository,
In response to the new German “Act on Corporate Due free of discrimination, harassment, intimidation, and links to disclosure forms, access to training, and education-
Diligence Obligations in Supply Chains”, we created and abuse. In our business relationships, we do not tolerate any al content, as well as information on the safeguards for
rolled out a Human Rights Policy and issued a Human form of fraud, bribery, corruption, financial crimes, or oth- speaking up and the anonymous Speak Up Portal.
Rights Statement in 2023. Both can be consulted, together er forms of non-compliant behavior from our employees
with the TPCoC, on our corporate website. Per our Hu- or other stakeholders under our responsibility. We expect The mechanisms for advice and concerns about ethics are
man Rights Statement, we intend to ensure compliance our employees to not engage in any activity or perform assessed on a regular basis. The GRC team continuously
with human rights through various means. This includes tasks that are contrary to the interests of Delivery Hero. All monitors and updates Delivery Hero’s policies by integrat-
conducting training sessions and implementing control business decisions need to be made solely in the interest ing relevant concerns into future business decisions. This
procedures. It also covers incorporating guidelines into of the Company and not for personal benefit. may take the form of a structured internal stakeholder con-
supplier contracts and including the obligation for suppli- sultation or, if necessary, the involvement of external attor-
ers to comply with labor, social and environmental stand- At Delivery Hero, the Governance, Risk and Compliance neys or other experts.
ards as part of supply agreements. team is responsible for strengthening our ethical principles
and compliant behavior, as well as addressing uncertainties Delivery Hero has zero tolerance for corruption, which is
Suppliers from which we procure are expected to provide and risks faced by the organization to help achieve its busi- indicated by our Group-wide Anti-Corruption and Anti-Brib-
a self-declaration form and agree to the TPCoC, or to show ness objectives. This function works under the direction of ery Policy. A dedicated Gift, Hospitality, and Entertainment
a comparable document of their own. Suppliers not adher- the General Counsel, who in turn reports to the CFO. To Policy, as well as a Donations and Sponsoring Policy, are
ing to the values expressed in the TPCoC within a defined ensure that risk and compliance matters are regularly implemented to further strengthen our anti-corruption
time frame can be excluded from future business relation- brought to the attention of the senior management, the Risk controls.
ships with our Company. and Compliance Committee meets on a quarterly basis. Ad-
ditionally, compliance matters are regularly shared with the The Legal Antitrust and Commercial team advises the man-
The TPCoC, the Human Rights Policy, as well as any addi- Audit Committee, General Counsel, and Internal Audit team. agement team on antitrust and competition matters, which
tional document which has a direct impact on Delivery is ultimately responsible for these topics. This Legal Anti-
Hero’s stance on human rights, is managed by the Gov- Local teams are responsible for the implementation of our trust team, as part of the wider legal team, advises on
ernance, Risk & Compliance (GRC) department. Responsi- GRC principles at the country level, and the GRC global Mergers & Acquisitions (M&A) projects, commercial setups,
bility to incorporate these documents into daily opera- network is present throughout the DH Group. The local and investments to ensure that they are carried out in com-
tions lies in the respective business units with the support compliance organization is supported in its work by the pliance with relevant competition laws. The team also
of the GRC, CSR & Sustainability, and Legal departments. Global Compliance function, which aims to provide targets, trains a wide range of Delivery Hero and local entity col-
On a regional and local level, responsibility lies with the guidance and sharing of best practices and knowledge as leagues on matters regarding antitrust compliance. For all
respective points of contact for each of these depart- part of regular meetings and exchange sessions. Our M&A projects, due diligence assessments are conducted,
ments. The overall responsibility lies with Delivery Hero’s compliance progress is measured in annual Group maturi- and the relevant competition authorities are notified, if
Chief Financial Officer (CFO). To read more on how we ty and risk assessments. In 2023, compliance maturity and required.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Every employee at Delivery Hero is responsible for address- Conduct. These efforts aim to provide employees with guid- then accountable for privacy at the local or regional level
ing potential violations of laws, the Code of Conduct, or ance on addressing these issues and promote a culture of through Data Protection Coordinators and Data Protection
internal policies. Delivery Hero has three channels for re- integrity within our organization. Managers, as members of the Global Privacy Organiza-
porting potential misconduct. The first two are internal tion. The Global Data Protection Office organizes regular
local contacts for employees within each entity of the Customer Privacy and Data Protection meetings, learning sessions, and catch-up sessions to en-
Delivery Hero Group, and the third is an external online The protection of both customer and employee data is sure best practice sharing throughout the global organi-
Speak Up Portal for reporting potentially serious compli- of high importance to Delivery Hero. The consumer privacy zation. The manager responsible for customer privacy and
ance breaches and illegal business practices. The platform statements of the operating companies that make up data protection at the Group level is the Group Data Pro-
is available 24 hours a day, 7 days a week, in multiple lan- Delivery Hero strive to comply with the requirements of the tection Officer (DPO). The DPO works independently and
guages, and is accessible to internal and external stake- European General Data Protection Regulation (EU GDPR) reports to the General Counsel and to the CFO in accord-
holders. It allows anonymous submission and a high level and the transparency requirements of other laws in all of ance with the GDPR. The Management Board is involved
of security for whistleblowers. All issues reported through the jurisdictions where the Delivery Hero Group has oper- in important privacy matters such as data breaches, inves-
the Speak Up Portal are carefully assessed by the central ations. Privacy statements are available on all of our cus- tigations, and audit results. The DPO also provides input
compliance team of Delivery Hero, which may assign them tomer platforms. for the Audit Committee and Supervisory Board meetings
to local counterparts for further processing where applica- and meets with various steering committees on a regular
ble. When appropriate, cases are managed per the regula- We aim to have top-level data protection in our industry. basis. To understand on-the-ground operations and foster
tions and procedures for handling reported compliance Our Data Protection Management System (DPMS) was im- working relationships with local entities, two on-site en-
concerns. Protecting all persons involved in such reports is plemented in compliance with international standard pri- tity visits by the Global DPO Team took place in 2023.
of high importance to Delivery Hero. All whistleblowers are vacy frameworks (NIST, NYMITY, SDM, UK ICO requirements) Other activities and privacy assessment were conducted
protected by key principles of internal investigations, en- and is regularly reviewed and updated following the Plan- remotely. The Global Data Protection office hosted the
suring that information and procedures about potential Do-Check-Act methodology. We frequently review existing annual Global Privacy Organization Summit in October
violations are treated with confidentiality to the maximum policies, measures, and controls. Our team designed a new 2023 with participants from our local entities.
extent possible, aiming to prevent and protect against any in-house assessment that is outlined in the Privacy Assess-
form of retaliation. ment Operating Principles. Additionally, the Internal Audit On many of our customer platforms, an automated data
team performs audits on the roadmap and results of the deletion and access function was integrated into the ac-
Of all incidents reported in 2023, three cases of material data protection team. count settings. Through this function, customers can view
compliance breaches were opened and concluded as their data, submit advertising opt-outs, and delete their
“founded”. If any cases are concluded as “founded”, appro- Our DPMS includes various defined KPIs to assess and accounts at any time. To keep an up-to-date inventory of
priate response measures are decided in line with the prin- measure the outcomes of our initiatives. These KPIs include the global processing activities, we have several automated
ciples of proportionality and fairness, and all cases are re- items such as the number of notifiable data breaches per tools in place for creating records of processing activities,
solved by the Compliance function at Delivery Hero SE or fiscal year, the number of signed data protection agree- vendor due diligence assessments, and data protection
its local counterparts. There were two cases closed as ments, the number of completed due diligence processes impact assessments. The Delivery Hero Group global data
“founded” falling within the category of discrimination and for new vendors, the number of trained and certified ’Pri- protection policies are accessible in the Delivery Hero com-
harassment during 2023. No legal proceedings were vacy Heroes’, the number of completed mandatory training pliance portal.
launched against DH Group for incidents of corruption in sessions, and the number of data subject requests, along
2023. with many more. Our Group Data Protection Policy contains information ad-
dressing data protection and information security. To en-
Overall, Delivery Hero’s compliance efforts aim to raise The Delivery Hero Group applies a shared responsibility sure employee awareness, every employee within the Eu-
awareness and mitigate risks of issues related to fraud, for customer privacy and data protection, with the Global ropean Union must complete compulsory data protection
corruption, conflict of interest, harassment and discrimina- Data Protection Office providing a global strategy, tools, training once a year. Further department-specific training
tion, anti-competition, and other breaches of the Code of guidelines, policies, and training. The local entities are is carried out to take into account the special requirements
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
of the various business and support units. In 2023, we up- our processes while at the same time keeping cyber insur- management systems, good industry practices, and food
dated our new self-designed and branded global training ance costs at a reasonable level. With a proactive ap- safety hazard risk management. Our Third Party Code of
program on data privacy with a new chapter on Govern- proach we aim to create new capabilities to identify risks Conduct stipulates that food and food contact packaging
ment Access Requests, in line with legal requirements. The by providing more data points for managers on the secu- materials must be manufactured, sourced, stored, and
goal of this program is to ensure the same standard of data rity status of their units. distributed by a certified supplier according to the stand-
privacy knowledge globally. We also switched to a new ards benchmarked by the Global Food Safety Initiative or
learning management system to ensure that we have reli- Launching Delivery Hero’s new data security system in- other relevant food safety programs.
able KPIs. volved a variety of tasks that have been successfully con-
cluded in 2023. This work included departments such as
Data Security Asset Management, Data & Infrastructure Security, and Risk EU Taxonomy Information
Delivery Hero has in place a new data security manage- Management in order to maintain secure data flows, es- Delivery Hero is obligated to apply the regulations of EU
ment system, which was rolled out in 2023, implementing tablish evidence collection templates, as well as the respec- Taxonomy according to Article 8 of the Taxonomy Regula-
our Cyber & Information Security Policy. The aim of this tive guideline documents. Specific training in data security tion 2020 / 852 and Article 10 (4) of the Article 8 Delegat-
update is to further protect personal data, as well as sen- has also commenced in 2023, with a participation rate of ed Act 2021 / 2178. For the reporting year 2023, the EU
sitive customer and company data. It also helps Delivery about 85% of relevant employees by the end of the fiscal Taxonomy regulation requires the disclosure of the pro-
Hero comply with international and national regulations year. Data security was also set by Delivery Hero’s Super portion of taxonomy-eligible and non-taxonomy-eligible
concerning data protection through management systems visory Board as a 2023 ESG compensation target for our economic activities for six published environmental ob-
and employee training. The policy provides details about Management Board. More information on this can be jectives, as well as the proportion of taxonomy-aligned
the confidentiality, integrity, availability, and resilience of found in the Compensation Report. and non-aligned economic activities across revenue, cap-
our data. Employees are required to confirm that they ital expenditures and operating expenditures for two of
have read and understood the policy. The Global Security Food Safety and Quality the six published environmental objectives (climate
department is responsible for the management system Our shared mission is to “always deliver an amazing expe- change mitigation and adaptation to climate change).
and the further development of the policy, with the Group rience”. As part of that, food safety and quality is an impor-
Chief Information Security Officer (Group CISO) reporting tant topic for Delivery Hero. Our vendors and restaurant If Delivery Hero’s business activities can be matched to the
to the Vice President of Platform and ultimately to the partners that use Delivery Hero’s platforms have the ulti- economic activities of Annex I or Annex II of the Delegated
Chief Technical Officer. A Global Security Council has been mate responsibility to ensure their food is safe. Under our Act amending the previous Climate Delegated Act and the
established that meets on a quarterly basis. Members are vertical business models, Delivery Hero mainly operates its economic activities of Annex I, II, III or IV of the new Envi-
all local CISOs and representatives of our major platforms. own warehouses (Dmarts), where we operate as a food ronment Delegated Act, they are considered to be taxono-
Gradually, local security teams are being integrated into principal and must comply with regional and local regula- my-eligible. If the activities considered to be eligible meet
the Group Security structure. Furthermore, a group-wide tory and legal requirements. They are obligated to ensure the criteria for alignment outlined in Annex I or Annex II
Security Framework has been established based on inter- that neither the safety, nor quality of food items, is com- of the Delegated Act amending the previous Climate Del-
national standards (NIST, PC I /DSS, ISO 27000) which is promised during receiving, storage, handling, preparation, egated Act, they are considered as taxonomy-aligned.
used to track progress. packing, transport, and delivery.
Based on a complete analysis of the economic activities
The management system is part of a Global Security Strat- Our global food safety framework includes a Delivery Hero of the Annexes of the two Delegated Acts, potential tax-
egy 2024–2026 that we initiated in 2023. With this strat- internal food safety policy. The food safety framework and onomy-eligible revenues, capital expenditures (CapEx),
egy Delivery Hero seeks to avoid security risks that may policy are based on international food safety standards and operating expenses (OpEx) were assessed. The result-
arise from cybercrime targeting our IT systems with the (such as the Global Food Safety Initiative’s technical re- ing amounts were then calculated against the respective
aim of disrupting our business and reducing our profita- quirements, ISO 22000, and the Codex Alimentarius) and totals of Delivery Hero for the financial year 2023. Pursu-
bility. We want to be ahead of any potential blind spots in are structured into three key elements of food safety ant to Section 315e (1) HGB, Delivery Hero’s Consolidated
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
1 The numerator for the turnover ratio of 6.4 and 6.5 is determined through a breakdown of kilometers traveled per delivery vehicle type.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
EU TAXONOMY
Turnover
FY 2023 Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
transtitional activity
Category enabling
Taxonomy-aligned
Cicurlar economy
Cicurlar economy
(A.1.) or -eligible
Climate change
Climate change
Climate change
Climate change
turnover, 2023
Proportion of
Proportion of
(in € million)
Biodiversity
Biodiversity
adaptation
adaptation
safeguards
mitigation
mitigation
Minimum
Pollution
Pollution
Category
Turnover
activity
Water
Water
Code
Economic activities
A. Taxonomy-eligible
activities
A.1. Environmentally
sustainable activities
(Taxonomy-aligned)
Operation of personal
mobility devices, cycle
logistics CCM 6.4 – – –
Transport by motorbikes,
passenger cars and light
commercial vehicles CCM 6.5 – – –
Turnover of environmentally
sustainable activities
( Taxonomy-aligned) (A.1) – – – –
Of which enabling – – –
Of which transitional – – –
A.2 Taxonomy-eligible but
not environmentally
sustainable activities
(not Taxonomy-aligned
activities)
Operation of personal
mobility devices, cycle
logistics CCM 6.4 147.7 1.5% EL N/EL N/EL N/EL N/EL N/EL 2.0%
Transport by motorbikes,
passenger cars and light
commercial vehicles CCM 6.5 2,275.6 22.9% EL N/EL N/EL N/EL N/EL N/EL 24.0%
Turnover of Taxonomy-eligi-
ble but not environmentally
sustainable activities (not
Taxonomy-aligned activities)
(A.2) – 2,423.3 24.4% 26.0%
A. Turnover of Taxonomy-
eligible activities (A.1+A.2) – 2,423.3 24.4% 26.0%
B. Taxonomy-non- eligible
activities
Turnover of Taxonomy-
non-eligible activities – 7,518.6 75.6%
Notes: EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
CapEx KPI Acquired goodwill is not included (see Notes to the Con- vehicles” (Annex I). Outside the core business, Delivery
For Delivery Hero, the CapEx ratio indicates the proportion solidated Financial Statements for further details on ad- Hero further classified material capital expenditure in
of capital expenditure that is either associated with a tax- ditions to property, plant and equipment and intangible buildings as taxonomy-eligible through the economic ac-
onomy-eligible economic activity or relates to the acquisi- assets as well as business combinations). Delivery Hero did tivity 7.7 “Acquisition and ownership of buildings” (Annex
tion of products and services from a taxonomy-eligible not have a CapEx plan relating to the EU Taxonomy activi- I) and activity 8.1 “Data processing, hosting and related
economic activity. ties in place in the reporting year, but we aim to explore activities” (Annex 1). This resulted in a taxonomy-eligible
this as we continue to integrate our efforts related to the share of CapEx of almost 37% for Delivery Hero in 2023
The denominator of Delivery Hero’s CapEx KPI includes regulation into our business operations. (29% in 2022). The increase in CapEx ratio is primarily due
additions to property, plant, and equipment, intangible to a decrease in overall investments, notably stemming
assets, and rights of use assets from leases during the fi- The sum of the significant additions reflecting a taxono- from diminished organic expansion and the absence of
nancial year 2023. These additions are considered before my-eligible capital expenditure forms the numerator of the significant acquisitions. This decline reflects a strategic shift
depreciation, amortization, and any re-measurements, in- CapEx ratio. As a result of the analysis, Delivery Hero iden- from prioritizing growth towards emphasizing profitability
cluding those resulting from revaluations and impairments, tified taxonomy-eligible additions to its vehicle fleet and positive cash flow. Consequently, expenditures tied to
for the relevant financial year and excluding fair value through the economic activities 6.4 “Operation of person- property, plant and equipment and acquired intangible
changes. Also considered are additions to tangible and in- al mobility devices, cycle logistics” (Annex I) and 6.5 “Trans- assets, decreased compared to last year resulting in an
tangible assets resulting from business combinations. port by motorbikes, passenger cars, and light commercial overall decrease in the denominator of the CapEx ratio.
EU TAXONOMY
CAPEX
FY 2023 Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
Category transtition-
Category enabling
Taxonomy-aligned
Cicurlar economy
(A.1.) or -eligible
Climate change
Climate change
Climate change
Climate change
Proportion of
Proportion of
(in € million)
CapEx, 2023
Biodiversity
Biodiversity
adaptation
adaptation
safeguards
mitigation
mitigation
Minimum
al activity
Pollution
Pollution
activity
CapEx
Water
Water
Code
Economic activities
A. Taxonomy-eligible
activities
A.1. Environmentally
sustainable activities
(Taxonomy- aligned)
Operation of personal
mobility devices, cycle
logistics CCM 6.4 – – –
Transport by motorbikes,
passenger cars and light
commercial vehicles CCM 6.5 – – –
Acquisition and ownership
of buildings CCM 7.7 – – –
Data processing, hosting
and related activities CCM 8.1 – – –
Notes: EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective
73
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
EU TAXONOMY
CAPEX (continuation)
FY 2023 Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
Category transtition-
Category enabling
Taxonomy-aligned
Cicurlar economy
(A.1.) or -eligible
Climate change
Climate change
Climate change
Climate change
Proportion of
Proportion of
(in € million)
CapEx, 2023
Biodiversity
Biodiversity
adaptation
adaptation
safeguards
mitigation
mitigation
Minimum
al activity
Pollution
Pollution
activity
CapEx
Water
Water
Code
Economic activities
CapEx of environmentally
sustainable activities
( Taxonomy-aligned) (A.1) – – – –
Of which enabling – – –
Of which transitional – – –
A.2 Taxonomy-Eligible but
not environmentally
sustainable activities
(not Taxonomy-aligned
activities)
Operation of personal
mobility devices, cycle
logistics CCM 6.4 0.0 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
Transport by motorbikes,
passenger cars and light
commercial vehicles CCM 6.5 8.1 1.7% EL N/EL N/EL N/EL N/EL N/EL 2.6%
Acquisition and ownership
of buildings CCM 7.7 165.5 35.1% EL N/EL N/EL N/EL N/EL N/EL 26.0%
Data processing, hosting
and related activities CCM 8.1 0.3 0.1% EL N/EL N/EL N/EL N/EL N/EL 0.4%
CapEx of Taxonomy-eligible
but not environmentally
sustainable activities (not
Taxonomy-aligned) (A.2) – 173.9 36.9% 29.0%
A. CapEx of Taxonomy-
eligible activities (A.1+A.2) – 173.9 36.9% 29.0%
B. Taxonomy-non- eligible
activities
CapEx of Taxonomy-
non-eligible activities – 297.1 63.1%
Notes: EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
OpEx KPI Financial Statements for further details on expenses dur- buildings” (Annex I) and for data servers through the activ-
For Delivery Hero, the OpEx ratio indicates the proportion ing 2023). ity 8.1 “Data processing, hosting and related activities”. At
of operating expenditure that is either associated with a Delivery Hero, these expenses included in the numerator of
taxonomy-eligible economic activity or relates to the ac- The sum of the significant direct non-capitalized costs re- the ratio include repair and maintenance costs and expens-
quisition of products and services from a taxonomy-eligible flecting a taxonomy-eligible capital expenditure forms the es for short-term leases. No other expenditures related to
economic activity. numerator of the OpEx ratio. As a result of the analysis, day-to-day servicing were included. This resulted in a taxon-
Delivery Hero identified taxonomy-eligible expenditures omy-eligible share of OpEx of 6% for Delivery Hero in 2023
The denominator of Delivery Hero´s OpEx KPI includes related to its vehicles fleet through the economic activities (7% in 2022). The decrease in the OpEx ratio for 2023 is due
operating expenditures / direct non-capitalized costs that 6.4 “Operation of personal mobility devices, cycle logistics” to an increase in the average number of people employed
relate to research and development, building renovation (Annex I) and 6.5 “Transport by motorbikes, passenger cars in research and development activities compared to last
measures, short-term leases, maintenance and repair, and and light commercial vehicles” (Annex I). Outside of the core year resulting in an overall increase in the denominator of
any other direct expenditures relating to the day-to-day business, Delivery Hero further classified material operating the OpEx ratio. Notably, the numerator did not change sig-
servicing of assets of property, plant, and equipment dur- expenditures in buildings as taxonomy-eligible through nificantly from the prior year value, with the alteration oc-
ing the financial year 2023 (see Notes to the Consolidated the economic activity 7.7 “Acquisition and ownership of curring mostly in the denominator.
EU TAXONOMY
OPEX
FY 2023 Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
Category transtition-
Proportion of OpEx,
Category enabling
Taxonomy-aligned
Cicurlar economy
Cicurlar economy
Climate change
Climate change
Climate change
Proportion of
(in € million)
Biodiversity
Biodiversity
adaptation
adaptation
safeguards
mitigation
mitigation
Minimum
al activity
Pollution
Pollution
activity
Water
Water
OpEx
Code
2023
Economic activities
A. Taxonomy-eligible
activities
A.1. Environmentally
sustainable activities
(Taxonomy-aligned)
Operation of personal
mobility devices, cycle
logistics CCM 6.4 – – –
Transport by motorbikes,
passenger cars and light
commercial vehicles CCM 6.5 – – –
Acquisition and ownership
of buildings CCM 7.7 – – –
Data processing, hosting
and related activities CCM 8.1 – – –
Notes: EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
EU TAXONOMY
OPEX (continuation)
FY 2023 Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
Category transtition-
Proportion of OpEx,
Category enabling
Taxonomy-aligned
Cicurlar economy
Cicurlar economy
Climate change
Climate change
Climate change
Proportion of
(in € million)
Biodiversity
Biodiversity
adaptation
adaptation
safeguards
mitigation
mitigation
Minimum
al activity
Pollution
Pollution
activity
Water
Water
OpEx
Code
2023
Economic activities
OpEx of environmentally
sustainable activities
( Taxonomy-aligned) – – –
Of which enabling – – –
Of which transitional – – –
A.2 Taxonomy-Eligible but
not environmentally
sustainable activities
(not Taxonomy-aligned
activities)
Operation of personal
mobility devices, cycle
logistics CCM 6.4 0.2 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
Transport by motorbikes,
passenger cars and light
commercial vehicles CCM 6.5 1.7 0.3% EL N/EL N/EL N/EL N/EL N/EL 0.5%
Acquisition and ownership
of buildings CCM 7.7 27.9 5.5% EL N/EL N/EL N/EL N/EL N/EL 6.3%
Data processing, hosting
and related activities CCM 8.1 1.5 0.3% EL N/EL N/EL N/EL N/EL N/EL 0.4%
OpEx of Taxonomy-eligible
but not environmentally
sustainable activities (not
Taxonomy-aligned activities)
(A.2) – 31.3 6.2% 7.2%
A. OpEx of Taxonomy-
eligible activities (A.1+A.2) – 31.3 6.2% 7.2%
B. Taxonomy-non- eligible
activities
OpEx of Taxonomy-
non-eligible activities – 472.0 93.8%
Notes: EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective
76
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Reporting Profile This NFR has been prepared in orientation to the recom-
This report constitutes the separate, combined Non-Finan- mendations of the Task Force on Climate-related Financial
cial Report (NFR) as defined in Sections 315b, 315c and Disclosure (TCFD), the Sustainability Accounting Standards
289b through 289e of the German Commercial Code (HGB) Board (SASB) framework, and in reference to the Sustaina-
for both Delivery Hero SE and the Delivery Hero Group for bility Reporting Standards by the Global Reporting Initiative
the financial year 2023. In compliance with the Interna- (GRI). Within the individual sections, the underlying con-
tional Standard on Assurance Engagements (ISAE) 3000 cepts and due diligence processes are discussed, and exist-
(Revised): “Assurance Engagements Other than Audits or ing results are reported. In accordance with Section 315b
Reviews of Historical Financial Information”, it was re- (1) sentence 3 HGB, reference is also made to non-financial
viewed by KPMG AG Wirtschaftsprüfungsgesellschaft to information in the Combined Management Report on in-
obtain limited assurance relating to the disclosures legal- dividual aspects.
ly required in accordance with Sections 315b, 315c and
289b through 289e HGB. In addition, the NFR references significant non-financial
risks in accordance with Section 289c (3) Nos. 3 and 4 HGB
Delivery Hero provides online food ordering and other de- if the information is necessary for an understanding of the
livery services in over 70 countries across Asia, the Middle course of business, the business result, the position of the
East and Africa, Europe, and Latin America. Further infor- Group, and its effects on non-financial matters. The assess-
mation on Delivery Hero’s business model can be found in ment of non-financial risks is based on the Enterprise Risk
the Combined Management Report 2023. Management (ERM) framework of Delivery Hero and fol-
lows the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) 2018’s requirements. Fur-
ther information on risk management and identified
non-financial risks at Delivery Hero can be found in the
Risk and Opportunity Report 2023.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
78
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Corporate Financing buyback of its outstanding convertible bonds maturing in facilities as of December 31, 2023. The RCF and the instru-
In February 2023, Delivery Hero issued senior, unsecured 2025 and the partial buyback of its outstanding convertible ments issued under the ancillary facilities were fully un-
convertible bonds maturing in 2030. The bonds have been bonds maturing in 2026. Subsequently, Delivery Hero re- drawn as of December 31, 2023.
placed solely with institutional investors in certain jurisdic- purchased € 409.2 million in aggregate principal amount
tions via a private placement. Delivery Hero received gross of the convertible bonds due in 2025, meaning € 90.8 mil- In March 2024, the existing RCF (€ 480.0 million) was in-
proceeds of € 1.0 billion from the 2030 convertible bonds, lion in aggregate principal amount remain outstanding. creased by € 20.0 million to € 500.0 million, the interest
which were intended to be used to finance the repurchase Moreover, the Company repurchased € 100.0 million in rate was reduced and the maturity was extended from May
of the outstanding 2024 convertible bonds and some of aggregate principal amount of the convertible bonds due 2026 to May 2027, with two one-year extension options.
the outstanding 2025 convertible bonds. Remaining pro- in 2026, meaning € 650.0 million in aggregate principal
ceeds were intended for general corporate purposes. amount remain outstanding. More information about the Between January 1, 2023 and December 31, 2023, the num-
convertible bond offerings can be found in Section F.13 in ber of Delivery Hero shares increased from 265,086,455 to
Following the placement of the new convertible bonds ma- the Notes to the Consolidated Financial Statements as well 270,660,497 in the course of several capital increases,
turing in 2030, Delivery Hero completed a partial buyback as in the Section I. (subsequent events). mainly related to Delivery Hero and Glovo equity plans for
of the Company’s outstanding convertible bonds maturing employees. More information about the share issuance
in 2024, for a nominal value of € 476.4 million. The repur- OUTSTANDING CONVERTIBLE BONDS during 2023 can be found in Section F.9 in the Notes to the
chase of the convertible bonds maturing in 2025 amount- Consolidated Financial Statements.
Volume
ed to € 250.0 million nominal value. ISIN in EUR million Maturity Coupon
In January 2024, Delivery Hero repaid the remaining con- DE000A3H2WP2 90.8 1 July 15, 2025 0.875% Shareholder Culture
vertible bonds maturing in 2024 for a nominal value of DE000A3MP429 650 2 April 30, 2026 1.000% Delivery Hero firmly believes in fostering a robust employ-
€ 287.0 million. ee “ownership culture” that can significantly contribute to
DE000A254Y92 875 January 23, 2027 1.000%
the Company’s overall success. Our goal is to incentivize
DE000A3H2WQ0 750 January 15, 2028 1.500%
On March 8, 2024, the Company announced it had success- employees to actively participate in the organization’s fu-
fully completed the syndication of a financing transaction DE000A3MP437 500 March 10, 2029 2.125% ture and evolve alongside the Company. To achieve this,
to optimize its capital structure. The transaction amended DE000A30V5R1 1,000 February 21, 2030 3.250% we have continued our Employee Share Purchase Program
and extended Delivery Hero’s existing $ 813 million term (ESPP), initially introduced in 2020. In 2022, Delivery Hero
1 Original issue volume was € 750 million. € 90.8 million represents the
facility and raised an additional, fungible add-on facility in outstanding amount post partial repurchases announced on February 13, 2023 enhanced the ESPP terms and conditions, reducing the
and on March 18, 2024.
an aggregate amount of € 500 million equivalent. In addi- holding period for matching shares entitlement and in-
2 Original issue volume was € 750 million. € 650 million represents the
tion, the Company placed € 540 million of term facilities outstanding amount post partial repurchases announced on March 18, 2024. creasing the allowable monthly contribution.
due in December 2029, which replaced and upsized its ex-
isting € 300 million term facility. In 2022, Delivery Hero obtained loan facilities of € 1.4 bil- Under the revised ESPP, which was valid throughout the
lion-equivalent, comprising a $ 825 million term facility, a whole of 2023, every employee of Delivery Hero SE has the
On the back of strong lender interest, the transaction re- € 300 million term facility, and a revolving credit facility opportunity to contribute between 1% and 15% of their
sulted in a successful amendment of the terms of Delivery (“RCF”) of € 425 million. gross monthly salary towards investing in Delivery Hero
Hero’s existing term facilities in the Company’s favor. The shares. Monthly contributions are pooled and utilized to
maturity of the existing term facilities was extended from During 2023, the aggregate principal amount of the RCF acquire Delivery Hero shares at the end of each month.
August 2027 to December 2029 and the interest rate was was increased to a total amount of € 480 million. The RCF Additionally, participants holding two shares acquired
reduced. was utilized by way of ancillary guarantee and letter of through the ESPP for one year while employed with Deliv-
credit facilities in the amount of € 241.1 million as of De- ery Hero are eligible for an extra free share.
Following the above mentioned successful syndication, cember 31, 2023. Guarantees and letters of credit in the
Delivery Hero announced on March 18, 2024, the intended amount of € 155.9 million were issued under these ancillary
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
In addition to the ESPP, in 2023 Delivery Hero enhanced its Shareholder Structure Analyst Coverage
Long-Term Incentive Program (LTIP) by introducing the LTIP Delivery Hero’s global presence is well reflected in its inter- More than 20 analysts from investment banks and broker-
2.0. The LTIP 2.0 replaces the previous LTIP which will be national shareholder structure. age firms regularly publish research on Delivery Hero. An
phased out over time. LTIP allows key employees to partic- overview of all covering analysts can be retrieved from the
ipate in the company’s success by becoming shareholders INSTITUTIONAL INVESTORS BY GEOGRAPHY Delivery Hero Investor Relations Website. The vast ma-
of Delivery Hero. In LTIP, eligible employees are paid with jority of analysts have a positive view of Delivery Hero, with
share-linked instruments such as Restricted Stock Units 2% 39% 77% of analysts rating the stock as “Buy” and 23% with
(RSU = a promise to receive shares at a later point in time). Rest of World Continental Europe “Hold”. No analyst currently rates Delivery Hero with “Sell”.
Improved aspects brought by the LTIP 2.0 include an annu-
al renewal (instead of a four-year fixed commitment previ- ANALYST RECOMMENDATION
ously) and quarterly instead of annual releases once the
cliff has passed. The enhancements aim to improve the 12%
APAC 77%
attractiveness of the program for employees and potential 0% Buy
hires. In addition, the Hero Grant has been further extend- Sell
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
numerous interactions with various capital market partici- Additionally, Delivery Hero achieved a milestone in its sus- Delivery Hero Stock
pants throughout the year. The main topics of interest for tainability journey by having climate targets validated by
the reporting period were our path to profitability and the Science Based Targets initiative (SBTi), which will guide
2023 2022
future cash generation, the macroeconomic environment the reduction of the Group’s carbon footprint. This com-
and the impact of inflation on demand, the competitive mitment confirms Delivery Hero’s planetary obligation to Number of shares
landscape across our regions and future growth rates, and take responsibility and align our business activities with outstanding at
year-end Shares 270,660,497 265,086,455
our long-term strategy. the Paris Agreement’s 1.5 °C global warming target.
Year-end price € 25.01 44.78
81
COMBINED
MANAGEMENT
REPORT
COMBINED
MANAGEMENT REPORT
A. GROUP PROFILE 84 D. OUTLOOK 118
B. ECONOMIC REPORT 87
F. OTHER DISCLOSURES 126
1. Market and Industry Environment 87
1. Corporate Governance 126
2. Business Performance 89
2. T
akeover-Related Information Pursuant to Sections 289a
3. Results of Operations, Net Assets and Financial Position 91
and 315a of the German Commercial Code (HGB) 126
4. Subsequent Events 102
3. C
ompensation Report Pursuant to Section 162 of
German Stock Corporation Act (AktG) 126
C. RISK AND OPPORTUNITY REPORT 103 4. Non-Financial Report 126
1. Risk Foundations: Risk Culture, Strategy, and Organization 103 5. Treasury shares 126
2. Group-wide Risk Management System 105
3. System of Internal Financial Reporting Controls 108
4. Risk Report 108
5. Opportunity Report 115
6. Summary of the Risk and Opportunity Situation 117
A. Group Profile Delivery Hero also provides quick commerce (q-commerce) Alongside the management of the Group, the holding com-
solutions. The Group primarily offers two distinctive servic- pany Delivery Hero SE provides a range of IT, marketing,
1. Business Model es: it partners with local vendors from whom it delivers and other services – in particular, commercial consultancy
Delivery Hero SE (the “Company”) and its consolidated sub- groceries, electronics, flowers, pharmaceutical products, or services as well as product and technology development –
sidiaries, together “Delivery Hero Group” (also: “DH”, “DH other household items (agent model), and it operates to other Group entities. In its capacity as the holding com-
Group”, “Delivery Hero”, or “Group”), offers online food Dmarts 1 that are strategically located in densely populated pany, Delivery Hero SE also assumes functions such as
ordering, quick commerce and delivery services in over areas to make smaller deliveries of groceries and other Group Controlling and Accounting, Public Relations, Inves-
70 countries across Asia, the Middle East and Africa, Eu- convenience products within an hour, sometimes as quick- tor Relations, Risk Management, and Human Resources
rope, and Latin America. ly as in 20–30 minutes (principal model). Orders for both Management.
are placed via our platforms.
Delivery Hero operates from its registered office in Berlin, 2. Group Structure
Germany. Further information on the Group structure and Delivery Hero generates a large portion of its revenue from The parent company Delivery Hero SE, including its legal
segments can be found in the chapters Group structure and online marketplace services, primarily on the basis of or- predecessors, is headquartered in Berlin, was founded in
Segments. ders placed. Its commission fees are based on a contractu- 2011 and, since then, has expanded the Group’s presence
ally specified percentage of the order amount. The percent- in many local markets worldwide with various brands.
Delivery Hero’s business model is based on the vision of age varies depending on the country, type of restaurant, Delivery Hero comprises 307 companies as of the reporting
always delivering an amazing experience – fast, easy, and and services provided, such as the use of a point-of-sale date (previous year: 320 companies). For further details,
to your door. The subsidiaries of the Group operate online system, last mile delivery, and marketing support. refer to Section D.1. of the Consolidated Financial State-
platforms under various brand names where users (order- ments. Delivery Hero SE controls all of its subsidiaries.
ers) of the online food ordering platform are referred to In addition to commissions, Delivery Hero generates rev-
restaurants as well as other vendors and can access on-de- enue from delivery fees, from the sale of groceries and 3. Segments
mand delivery services. The Delivery Hero online platforms other convenience products, as well as from non-commis- Delivery Hero’s business consists of four regional online
are aligned with the demands of local customers, who can sion-based services, such as advertising technology (Ad- platform segments for food order and delivery and a seg-
choose from a wide range of menu options from restau- Tech), subscription models, and other service fees. AdTech ment that encompasses primarily quick commerce activities
rants in their neighborhood. Orders can be placed via the refers to advertising solutions for restaurants and as follows:
app or website and then are paid for either in cash or using fast-moving consumer good brands in order to build
online payment methods. Customer orders are delivered to brand awareness among orderers and platform users to – Asia,
users by food couriers (riders) who, depending on the spe- drive sales. Subscription models are membership-based – MENA (Middle East and North Africa),
cific business model in the market, operate as self-em- programs for platform users that provide a range of de- – Europe 2,
ployed professionals through the platforms or are em- fined benefits following the payment of a periodic mem- – Americas, and
ployed by third-party logistic providers, by our platforms, bership fee. Service fees constitute revenues from using – Integrated Verticals.
or by the partner restaurants. Delivery Hero offers its part- our online platforms and are frequently charged when an
ner restaurants a point-of-sale system in order for them to order is placed. The services and online platforms are suited to local market
immediately view and accept orders made on the platform. demand and the respective competitive situation.
Proprietary dispatch software facilitates fast and efficient Based on the specific contract with the partner restaurant,
order delivery. Furthermore, Delivery Hero offers restau- Delivery Hero might charge separately a fee for online
rants products and services such as advertising. payments.
1 Dmarts are small local warehouses that allow for the fast delivery of on-demand items.
2 Following the acquisition of Glovoapp23 S.A. (“Glovo”) in 2022, the Europe segment also comprises business activities of Glovo that are located in Africa and Central Asia.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
1 The Group ceased its minor operations in Lebanon during the second half of 2023.
2 Gross Merchandise Value (GMV) is the total value paid by customers (including VAT, delivery fees, and service fees less other subsidies, such as voucher and other discounts).
3 Total Segment Revenue is defined as consolidated revenue before the reduction of vouchers. In 2023, reconciliation effects comprised IFRS adjustments for (i) logistic revenues of Glovo Spain, Poland, Ukraine, Serbia, and Ivory Coast (in 2022 Glovo Spain,
Poland, Ukraine, and Georgia), reflected net of related costs in the management reporting, whereas presented on a gross basis under IFRS 15 in the consolidated statement of profit and loss and other comprehensive income; and (ii) net presentation of
buy-and-sell activities of Glovo Spain and Portugal in the management reporting, whereas on a gross basis in accordance with IFRS 15 in the consolidated statement of profit and loss and other comprehensive income for 2022 and 2023.
4 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 according to management
reporting, and non-operating earnings effects. Non-operating earnings effects comprise, in particular (i) expenses for share-based compensation, (ii) expenses for services related to corporate transactions, financing measures and certain legal matters,
(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 sale and abandonment of subsidiaries, impairments of goodwill,
allowances for other receivables, and non-income taxes. Adjusted EBITDA excludes depreciation from right-of-use assets under IFRS 16.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
– The ability to track the platform users’ journey through- – Delivery Hero is constantly striving to optimize the effi- R&D EXPENSES (in EUR million)
out the life cycle is crucial. The better the Group under- ciency of the rider fleet for the benefit of the Group’s
stands their needs, the better it can serve them. Delivery entire ecosystem. DH’s proprietary in-house logistics 600 2023 2022
600
Hero developed an in-house data analysis solution and solutions rolled out a new algorithm to assign orders to 535.3
rolled this out to all of our local brands. This new soft- riders, significantly optimizing demand and supply. 500
ware solution enables DH to increase data quality for – In addition, to consistently deliver an amazing 500
experi- 455.6
end-to-end customer journey analysis. In line with this, ence to the platform users in the shortest time possible,
400
personalized vendor ranking is now available to the plat- DH developed and launched priority delivery in 400several
form users, considering individual food and restaurant markets.
preferences. – Given Delivery Hero’s global reach to consumers in mar- 300
300
– When restaurants miss images for dishes, it negatively kets across regions, the Group’s web and mobile applica-
affects conversions and revenue. Instead of contacting tions are prime real estate for advertisement. We 200
every vendor individually and nudging them to create launched a new AdTech self-booking experience200 where
images, Delivery Hero’s consumer tech team has created restaurants and external companies can book and place
100
a generative artificial intelligence (AI) that produces the ads in real-time. 100
missing dish images on a global scale. The AI takes the
characteristics of the vendor into account to create dish In 2023, Group research and development (R&D) costs 0 0
images that match the look and feel of the restaurant. amounted to € 535.3 million (previous year: € 455.6 mil-
Furthermore, DH has used generative AI to optimize dish lion), corresponding to 5.4% (previous year: 5.4%) of the 7. Employees
descriptions tailored to the restaurants. Group’s annual revenue. Thereof, development costs of The average number of employees decreased from 51,118 in
– In order to deliver a convincing consumer experience, a € 106.3 million were capitalized (previous year: € 63.0 mil- 2022 to 47,981 in 2023. The majority of this decrease was
deep understanding of the dishes, their categories, at- lion), which represented 19.9% (previous year: 13.8%) of driven by additional changes to the delivery service model
tributes, and relationships to each other is crucial. This is total R&D costs for the year. Amortization of capitalized as employed delivery personnel were replaced with out-
a challenge, given the amount and the diversity of development costs amounted to € 51.1 million (previous sourced external parties in multiple countries. As of Decem-
regions the Group operates in. Delivery Hero’s food sci- year: € 33.5 million). Third-party R&D services are used only ber 31, 2023, Delivery Hero employed 44,612 staff (previous
ence team developed algorithms that organize the to a minor extent. year: 51,444).
world’s dishes in a global food graph, enabling consum-
ers and downstream AI models to see the culinary world As of the end of the financial year, 5,725 people (previous AVERAGE NUMBER OF EMPLOYEES BY AREA 2023
in a structured way. For example, it makes it significantly year: 6,014 people) were employed in our R&D activities.
easier for both the user to find products, and for DH to This represented 12.8% (previous year: 11.7%) of total 1,514 Marketing
recommend relevant matching offerings. employees. 3,910 Business support (2022: 1,475)
(2022: 3,753)
– Delivery Hero believes that consumers will gradually
expect more conversational interaction modes for ex-
19,832 Delivery
ploring and ordering food. These will complement tra- 4,974 Administration and food processing
ditional modes such as the classic keyword search. To (2022: 5,118)
Total:
(2022: 22,607)
meet these changing consumer demands, the Group’s 47,981
consumer tech team developed and tested an AI that (2022: 51,118)
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
B. Economic Report Thus, inflation is being controlled in a manner that pre- In our largest market, South Korea, real GDP growth is an-
vents the global economy from sliding into a recession, ticipated to decelerate to 1.4% 3 in 2023 from 2.6% 3 in 2022,
1. Market and Industry Environment with the growing possibility of achieving a “soft landing”. primarily driven by the downturn in the semiconductor
According to the latest forecasts published by the Interna- cycle and a weaker boost from China’s economic recovery.
tional Monetary Fund (“IMF”) in January 2024, global GDP Below we examine our four regional segments, based on
growth is expected to reach 3.1% 1 in 2023, slightly better the latest outlooks from the IMF and the World Bank. The Association of Southeast Asian Nations (ASEAN), which
than the 3.0%2 projected by the IMF in October 2023, but Please note that the regions described below might differ includes countries that we operate in (Cambodia, Laos, Ma-
below the 3.5% 1 growth shown in 2022. The global land- in country constellation from Delivery Hero’s segments de- laysia, Myanmar, the Philippines, Singapore, and Thailand),
scape continues to be affected by a combination of chal- fined for financial reporting purposes but serve as an indi- is expected to show decelerating growth from 5.7% 3 in
lenges and obstacles that include monetary policy tight- cation for the economic outlook of the segments. 2022 to 4.2% in 2023 3. Open economies in the region, par-
ening by the key central banks to curb inflation, the ticularly those focusing on merchandise exports like many
ongoing repercussions of Russia’s invasion of Ukraine, Asia ASEAN countries, have been negatively affected by the slug-
increased geopolitical tensions, as well as the conflict in Despite facing challenges, such as a shift in global demand gish global demand for goods.
the Middle East. from goods to services and monetary tightening, econom-
ic activity in Asia and the Pacific is anticipated to contribute MENA
Generally, economic growth continues to be moderate approximately two-thirds of global growth in 2023. The Within the Middle East and North Africa (MENA) region,
and below the historical average with growing global di- region is expected to experience growth of 4.6% 3 in 2023, real GDP is forecasted to grow 2.0% in 2023, following a
vergences. Although there were signs of economic robust- up from 3.9% 3 in 2022. Nevertheless, there is a slowdown strong increase of 5.6% in 2022 4. The economies in MENA
ness at the beginning of 2023 and progress in mitigating in growth momentum, attributed to China’s reopening los- faced numerous challenges throughout 2023, such as low-
inflation, the overall economic performance continues to ing momentum as well as tamed investments, partially in- er oil production, stringent policy measures in numerous
lag behind pre-pandemic forecasts, which is particularly fluenced by less robust external demand. Also, the decel- Emerging Market and middle-income economies in the
evident for Emerging Markets and Developing Economies. eration in China’s real estate sector is expected to impact region, as well as natural disasters. Moreover, the conflict
However, the United States has shown the most robust demand across the region. in Gaza, which commenced in early October 2023, is some-
economic recovery among major global economies. Ac- what intensifying uncertainty. Also, the disruptions in the
cording to the latest IMF projections, US GDP growth is GDP growth in the advanced economies in the region – Red Sea have prompted concerns regarding the potential
poised to surpass levels observed prior to the pandemic, which includes countries that we operate in (South Korea, impact of the conflict on trade dynamics and shipping costs.
growing 2.5% 1 in 2023 while Advanced Economies are Hong Kong, Taiwan, and Singapore) – is expected to slight- However, despite experiencing some initial increase in vol-
expected to grow by 1.6% 1. ly decelerate from 1.8% 3 in 2022 to 1.7% 3 in 2023. Financial atility due to these conflicts, energy as well as financial
conditions in advanced economies across Asia (excluding markets have remained largely stable. Additionally, declin-
As inflation soared across the world, central banks tight- Japan) have significantly tightened, mirroring the trend ing inflation rates across the region imply a favorable trend.
ened monetary policy and increased interest rates. But observed in most other advanced economies globally. This
inflation rates are decreasing faster than expected from is expected to restrain demand, while the prospects for
their peak in 2022, driven, among other things, by favora- exports are depending on fluctuations in global commod-
ble global supply chain developments, but still remain ity prices. Moreover, the weaker near-term outlook for
above targets in most Advanced Economies. Global head- growth in China is expected to show downward pressure
line inflation is expected to show a gradual decrease from on regional growth.
its 8.7% 2 peak in 2022 to 6.8% 1 (annual average) in 2023.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Growth in the Gulf Cooperation Council (GCC) econo- European economies and should weigh on private con- Sector development
mies – which include countries where Delivery Hero op- sumption. The global online food delivery market is projected to have
erates (Bahrain, Kuwait, Qatar, Saudi Arabia, and the United reached the $ 1 trillion threshold in 2023 6. While pursuing
Arab Emirates) – is expected to show a slowdown to 1.1% 1 Americas growth, companies within the industry have focused on
in 2023 compared to 7.4% 1 in 2022. This is primarily driv- Real GDP growth in Latin America and the Caribbean is implementing actions aimed at enhancing profitability. Al-
en by the decrease in oil production, which outweighed expected to slow down to 2.2% 1 in 2023, from 3.9% 1 in though companies in Delivery Hero’s sector continue to
the robust non-oil activity fueled by strong labor markets, 2022. In many countries across the region, high inflation embrace more rational business practices, including oper-
decreasing inflation, and favorable fiscal policies. Never- rates, tight financial conditions, as well as weak trade and ational streamlining and decreasing their promotional
theless, momentum of non-oil growth continues to be unfavorable weather subdued investments and output vouchering activities, certain players in specific countries
robust in the GCC countries as structural reforms are fa- growth. In Argentina, our largest operation in the region, have concurrently heightened their investments with the
cilitating economic diversification while rising domestic GDP is expected to show negative growth of −2.5% 1 in aim of expanding their market share.
demand and capital inflows are also bolstering growth. 2023 compared to 5.0% 1 growth in 2022. This is driven by
a major drought which has severely damaged agricultural From an operational standpoint, the food delivery indus-
Saudi Arabia, our largest market in the region, is one of the output and exports, especially soybeans and maize. More- try is characterized by constant change. Originating as a
world’s biggest producers of oil and gas. For oil exporters, over, Argentina is grappling with notable economic and marketplace that facilitated connections between restau-
further voluntary oil production cuts are dampening overall policy uncertainty due to elevated inflation rates and rants and orders, it has undergone substantial evolution
growth prospects. Thus, growth expectations for Saudi Ara- sharp currency devaluation, which continues to be a drag over the years. This evolution extends beyond facilitating
bia have been revised downwards to −1.1% 2 in 2023 com- on consumer confidence. interactions between restaurants and orderers – it now
pared to 8.7% 2 in 2022. encompasses a broader range of vendors. This includes,
Hyperinflation but is not limited to, supermarkets, pharmacies, flower
Europe Hyperinflation refers to a situation where the prices of shops, coffee shops, and many more, thereby enriching
Following the severe energy price shock resulting from the goods and services as well as interest and wages linked to and diversifying the ecosystem. Delivery Hero also pro-
ongoing war between Russia and Ukraine, Europe is facing a price index in a given country rise uncontrollably over a vides its users with the convenience of purchasing a di-
the challenging objective of re-establishing price stability defined period of time. The hyperinflationary economies verse assortment of products, encompassing both fresh
while ensuring a resilient and environmentally sustainable that Delivery Hero operates in are Argentina, Lebanon 4, and processed goods, all swiftly delivered to their door-
growth path for the future. Nevertheless, the lasting reper- Ghana, and Türkiye, since they have a cumulative inflation step. These additional offerings continuously enhance the
cussions of the high energy prices from last year and the over three years of around 100% or more. customer experience with more optionality and broaden
implementation of stricter policies are contributing to the our total addressable market.
slowdown in growth. Real GDP growth for Europe is expect- Revenue, adjusted EBITDA, Gross Merchandise Value (GMV),
ed to decelerate to 1.3% 3 in 2023 from 2.7% 3 in 2022. How- and growth rates for MENA, the Americas, and Europe 5 are
ever, countries in Europe with substantial manufacturing impacted by hyperinflation adjustments because Argentina
or energy-intensive industries are experiencing a greater (since Q3 2018), Lebanon (since Q4 2020), Türkiye (since
deceleration compared to those reliant on services and Q2 2022), and Ghana (since Q4 2023) qualify as hyperinfla-
tourism. Persistently elevated inflation rates are expected tionary economies according to IAS 29.
to hinder a rapid easing of the monetary policy in many
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Notable advancements and innovations have emerged in – AdTech: As reported by GroupM, one of the world’s larg- – Subscription: While subscription models are not a nov-
the food delivery and quick commerce sector. Among these est media buying agencies, the retail media sector, in el concept, there has been a noticeable surge in compa-
are the integration of artificial intelligence, advancements clusive of advertising revenue generated from last-mile nies enhancing and introducing subscription offerings
in AdTech, and the introduction of subscription programs: delivery services, is estimated to have experienced near- to their user base in recent years, particularly in mature
ly a 10% growth, reaching approximately $ 120 billion in and competitive markets. The subscription model of-
– Artificial intelligence (AI): AI is enhancing the food de- 2023. Projections suggest that it is poised to surpass TV fers several key advantages to platform users, with cost
livery industry as businesses increasingly leverage AI to advertising revenues by 2028. Consequently, retail me- savings for delivery being the foremost. Regular app
improve user experience, optimize operations, boost rev- dia has emerged as a significantly vital revenue stream users can realize substantial savings over time by opt-
enue, and reduce costs. Among many different applica- for food-delivery companies 1. ing for a monthly or yearly subscription plan. From the
tions of AI, personalized recommendations stand out as perspective of companies like Delivery Hero, these ser-
one of the leading use cases. AI-powered algorithms of- The adoption of AdTech in the context of food delivery vices provide the opportunity to cultivate a loyal cus-
fer tailored suggestions, leading to increased customer not only enhances the visibility of brands, restaurants, tomer base, leading to increased order frequency and
satisfaction, improved retention rates, and higher sales. and local shops, but also creates opportunities to capture larger basket sizes.
impulse purchases. Investing in advertising campaigns
AI can also play a crucial role in optimizing food delivery on food delivery platforms allows such partners to posi- 2. Business Performance
operations. Machine learning algorithms can predict de- tion themselves prominently when potential customers a) Performance
mand patterns, allowing platforms to adjust inventory are in the planning stages of ordering. This strategic ap- Delivery Hero’s 2023 operating performance was character-
and rider logistics levels accordingly. This enhances re- proach improves visibility, expands reach, improves order ized by a substantial improvement of the Group adjusted
source optimization, which positively impacts overall conversion, and ultimately drives increased sales. EBITDA, meeting breakeven in the first half of 2023 and
profitability. Dynamic pricing powered by AI is another further improving on a full-year basis. Throughout 2023,
strategy employed by food delivery apps, adjusting pric- In addition, advertising through food delivery and Quick the Group focused on cost structure improvements, primar-
es based on supply and demand to maintain a steady Commerce platforms provides retailers with valuable, up- ily targeted on marketing efficiency. Concurrently, DH
flow of deliveries and improve customer satisfaction dur- to-date consumer insights. This are particularly attractive worked on alternative initiatives for customer acquisition
ing peak hours or adverse weather conditions. to Fast-Moving Consumer Goods (FMCG) and Consumer and retention, such as roll-out of subscription offers and
Packaged Goods (CPG) brands that sell through third par- loyalty programs, while continuing to grow at scale.
Moreover, AI enhances the overall user experience by ties. The platforms offer comprehensive insights into
facilitating a seamless and enjoyable food ordering pro- consumer behavior, interests, purchasing intent, and his- The comparability of the results as presented in the table
cess. AI-driven, location-based suggestions aid users in torical buying patterns within specific locations, present- below is affected by the changes in the consolidated Group,
discovering new vendors and cuisines in their proximity, ing a potent dataset for consumer intent. Through the and most notably the acquisition of Glovo in July 2022.
therefore increasing customer engagement. As AI tech- strategic utilization of retail media and data monetiza- Including Glovo on a pro forma basis for twelve months in
nology continues to advance, it can be expected that tion, food delivery and quick commerce companies will 2022, GMV would have increased by 1.5%, while Total Seg-
even more innovative applications emerge, further trans- further enhance their profitability and bolster the sus- ment Revenue would have increased by approximately 9.1%
forming the food delivery landscape. This evolution tainability of their business operations. and adjusted EBITDA by 140.7%.
could lead to improvements in customer satisfaction,
streamlined processes, and increased revenue for busi-
nesses in the industry.
1 Source: GroupM, 2023 Global End-of-Year Forecast (Link); 2023 Global Mid-Year Forecast (Link)
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Despite the volatile macroeconomic environment and the The notable performance of the adjusted EBITDA of the On September 27, 2023, the Group acquired from Takeaway.
normalization of customer behavior following the easing Group was connected to the significant positive adjusted com Group B.V. the remaining 0.2% non-controlling interest
of COVID-19 restrictions globally, the monthly order fre- EBITDA contribution of the Platform segments (2023: pos- in Woowa Brothers Corp. (Woowa) for a consideration of
quency remained ahead of pre-pandemic levels contribut- itive € 471.5 million; previous year: negative € 103.6 mil- € 11.0 million.
ing to year-over-year GMV and revenue growth. lion) and the reduction of the negative adjusted EBITDA
of the Integrated Verticals segment (2023: negative During the year, the Group acquired additional non-con-
The development of the Group GMV was positively impact- € 217.9 million; previous year: negative € 363.5 million). trolling interest in Glovoapp 23 S.A. (Glovo), which in-
ed by a notable contribution to Group GMV by the MENA The Platform business, which had a monthly positive ad- creased the shareholding by 0.1% to 99.2% on an undilut-
segment (+16.6%) and the impact of Glovo 1 in 2023 justed EBITDA since Q4 2022, was particularly influenced ed basis.
(+131.5%) reflected in the Europe segment (+57.0%), while by the development of the Asia segment (+576.1%) and
Asia declined by 5.8%. The organic improvements were MENA (+132.9%), while the adjusted EBITDA of the Inte- c) Divestments and disposal groups held for sale
driven by several initiatives across our markets, aimed at grated Verticals segment benefited from continuous opti- As of August 24, 2023, Delivery Hero closed the transaction
increasing the order frequency as well as the average order mization on the global footprint, as well as increasing to dispose of the Sweetheart Kitchen business, operating
value. A stronger Euro against local currencies adversely customer demand and basket size, resulting in improve- within the Integrated Vertical segment, for a total purchase
impacted the GMV growth. ments throughout all markets. Adverse exchange rate price of $ 1.7 million.
effects slightly softened the improved performance.
The increase in Total Segment Revenue (+13.5%) was driv- On October 11, 2023, Delivery Hero executed the sale of a
en by organic growth combined with the inorganic impact Consequential to the overall positive development of the portion of the minority stake in Tabby Inc. for a total pur-
of the Glovo acquisition during July 2022 1. The organic adjusted EBITDA of the Group, the adjusted EBITDA / GMV chase price of $ 11.0 million, paid in cash. As a result, the
growth was facilitated by the steady expansion of own de- margin improved to positive 0.6%, meeting the 2023 mar- shareholding in Tabby Inc. decreased from 2.6% to 1.16%.
livery services and increasing contribution of Dmart sales, gin target greater than 0.5%.
complemented by increasing contribution of subscription As of December 31, 2023, Delivery Hero’s remaining stake
models, advertising technology (AdTech) products and ser- in Rappi Inc., Delaware / USA (Rappi), continues to be clas-
vice fees. The overall increase was partially softened by sified as an asset held for sale. Throughout 2023, Delivery
adverse exchange rate effects due to the appreciation of Hero’s shareholding remained at 2.49%.
the Euro against other local currencies.
1 Glovo is included for twelve months in 2023 vs. six months in 2022.
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3. Results of Operations, Net Assets, and Financial Position including the portfolio of non-commission revenues
a) Performance of the Group (NCR), such as Adtech services, that further experienced
The 2023 Group result developed as follows: an uplift. Subscription models refer to membership-based
programs that, upon payment of a periodic membership
CONSOLIDATED STATEMENT OF PROFIT OR LOSS fee, allow members to take advantage of certain benefits
including, but not limited to, free delivery and other se-
Change lected incentives. AdTech refers to advertising solutions
for restaurants and fast-moving consumer good brands
EUR million 2023 2022 1 EUR million %
(FMCG) in order to build brand awareness among orderers
Revenue 9,941.9 8,577.3 1,364.6 15.9 and platform users to drive sales.
Cost of sales –6,969.2 –6,345.5 –623.6 9.8
Group revenue continued to increase despite the reduced
Gross profit 2,972.7 2,231.8 740.9 33.2
utilization of sales incentives, supported by alternative in-
Marketing expenses –1,458.2 –1,465.6 7.4 –0.5 itiatives to cultivate customer acquisition and retention, as
IT expenses –587.6 –517.3 –70.3 13.6 well as to improve customer experience, such as subscrip-
tion models and loyalty programs.
General administrative expenses –1,744.2 –1,724.6 –19.5 1.1
1 Glovo contribution to the Group revenue was based on its inclusion since July 4, 2022.
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As Delivery Hero generally acts as principal for the sale of GROUP REVENUE BY TYPE (in %)
goods in the Integrated Verticals segment, it recognizes
revenue on the basis of GMV net of VAT in accordance with 1%
IFRS 15, whereas sales through our platform business re- Subscription fees
5%
Payment fees
GROUP REVENUE BY TYPE 1 (in EUR million)
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The increase of Total Segment Revenue (+13.5%) outpaced of € 253.6 million and a year-over-year improvement of availability according to shopping needs. Quick-commerce
the GMV growth (+5.7%). Including the inorganic effect of € 720.8 million (2022: negative € 467.2 million). is highly complementary and synergistic with our core Plat-
acquisitions (mainly Glovo) on a pro forma basis, the Total form business; consequently, significant efforts were made
Segment Revenue growth would have been approximately The Platform business achieved a positive adjusted EBITDA, to continuously refine our operational efficiency, with op-
9.1%. improving from negative € 103.6 million in 2022 to positive timization of margins in mature Dmarts and the closure of
€ 471.5 million in 2023, while the negative adjusted EBITDA underperforming stores (refer to Section B.3.b) for details
Commission revenue before deduction of marketing vouch- of the Integrated Verticals segment was reduced from on development of adjusted EBITDA by segment).
ers and other reconciliation effects 1 remained the largest negative € 363.5 million in 2022 to negative € 217.9 million
component of 2023 Total Segment Revenue, representing in 2023. The Group’s adjusted EBITDA / GMV margin significantly
37.6% in 2023 (previous year: 39.1%) and amounting to improved from negative 1.1% in 2022 to positive 0.6% in
€ 3,939.1 million (previous year: € 3,606.8 million). Com- The significant improvement in the adjusted EBITDA of the 2023 as a result of the adjusted EBITDA performance, sup-
mission revenue from own delivery contributed 84.6% of Platform business underlined the Group’s commitment to ported by the growth of GMV.
the segment commission revenue (previous year: 83.7%) profitability despite considerable challenges such as
and increased by 10.3% from € 3,019.7 million in 2022 to post-COVID normalization in customer behavior, the geo- Cost of sales amounted to € 6,969.2 million in 2023 (previ-
€ 3,331.2 million in 2023. political situation, and high inflation. Several factors played ous year: € 6,345.5 million), representing an increase in
a pivotal role in positively influencing the adjusted EBITDA absolute terms of 9.8%, well below the revenue growth
The share of revenue from delivery fees separately charged and the Platform’s segment revenue, primarily the contin- (+15.9%). The cost of sales increase was mainly impacted
to the customer decreased in relation to Total Segment uous roll-out of own delivery services across the markets, by the inorganic contribution of Glovo 2. In terms of organ-
Revenue to 22.0% (2022: 23.3%) as other revenue streams, increasing share of AdTech products, and the introduction ic increase, cost of sales developed ensuing the business
such as service fees as well as NCR (including AdTech prod- of consumer fees (mainly separately charged delivery fees growth, reflecting an increased own delivery share and
ucts), increased their proportion (service fees’ proportion and service fees). Additionally, the execution of profitabili- higher contribution of our Dmarts business. The portion of
of Total Segment Revenue increased from 1.0% in 2022 to ty levers, such as initiatives to increase average basket sizes, delivery expenses represented 64.5% of total cost of sales
1.9% in 2023; NCR’s proportion of Total Segment Revenue also improved contribution margins. The portfolio of NCR, (2022: 63.7%). The Group’s delivery service models in many
increased from 6.5% in 2022 to 7.4% in 2023). such as AdTech products, further experienced a boost, sup- markets are adapting to third-party logistic providers rath-
porting the improved performance. Efforts to optimize the er than using employed delivery personnel. Delivery ex-
Vouchers increased in absolute terms, from € 794.8 million cost structure, such as optimization of delivery and pay- penses comprised personnel expenses for the Group’s own
in 2022 to € 849.8 million in 2023, remaining stable in re- ment costs in the order execution, continued throughout rider fleet (€ 196.6 million, previous year: € 199.9 million)
lation to GMV (2023: 1.9%; 2022: 1.9%) and decreasing in 2023. Furthermore, marketing spend achieved a slight re- as well as external riders and other operating delivery ex-
relation to Total Segment Revenue (8.1% in 2023, 8.6% in duction year-over-year in absolute terms, confirming the penses (€ 4,299.5 million, previous year: € 3,840.8 million).
2022). This reflected the continuous optimization of invest- efficiency of alternative strategies aimed at improving the
ments in marketing spend while following alternative cus- customer experience and retention. As a result of strong revenue growth and improved efficien-
tomer retention initiatives. cy, the gross profit margin increased by 3.9 percentage
The negative adjusted EBITDA of the Integrated Verticals points to 29.9% in 2023 (previous year: 26.0%). Comparing
Development of adjusted EBITDA and net result segment significantly improved in absolute terms, mainly the gross profit to GMV, the ratio increased by 1.4 percent-
The adjusted EBITDA of the Group turned positive during due to segment revenue increase and better cost structure. age points to 6.6% in 2023 (previous year: 5.2%).
the first half of 2023 and further improved during the sec- Main drivers related to higher basket sizes and a robust
ond half of the year, leading to a positive adjusted EBITDA increase in customer demand, following an enhanced in-
ventory management, addressing product assortment and
1 Other reconciliation effects referred to logistic revenues in Glovo Spain, Poland, Ukraine, Georgia, Serbia and Ivory Coast not reflected in management reporting.
2 Glovo contribution is based on its inclusion since the closing of the transaction on July 4, 2022.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Marketing expenses decreased slightly by 0.5% to Other operating income of € 76.5 million (previous year: Other financial result changed from negative € 257.2 mil-
€ 1,458.2 million as a result of the continuous optimization € 45.9 million) mainly included income of € 45.7 million lion in 2022 to negative € 266.1 million in 2023. It was
of spend in light of alternative initiatives for customer ac- proceeds received in connection with final awards granted driven by fair value losses from the remeasurement of
quisition and retention, while assuring the necessary in- under commercial disputes, gains from the sale of rider investments in public and non-public entities measured
vestments for scaling early-stage markets and gaining equipment (2023: € 10.1 million, previous year: € 12.7 mil- at fair value through profit and loss (2023: loss of
stronger market position. Marketing expenses mostly in- lion), and a disposal gain of € 5.8 million from the divest- € 164.2 million, previous year: loss of € 631.4 million). The
cluded expenses for restaurant acquisition of € 626.5 mil- ment of Tabby Inc. losses were partially offset by € 33.8 million fair value
lion (previous year: € 597.0 million) and customer acquisi- remeasurement gain of the non-controlling interest (NCI)
tion of € 499.3 million (previous year: € 525.8 million). Other operating expenses and goodwill impairment put liability to acquire the remaining outstanding Woowa
Marketing expenses as a percentage of GMV decreased by amounted to € 885.3 million in 2023 (previous year: shares, mainly consequential to the Delivery Hero’s share
0.2 percentage points from 3.4% in 2022 to 3.2% in 2023. € 825.9 million) and included goodwill impairment losses price development (previous year: gain of € 307.8 million).
of € 857.8 million that were allocated to the Glovo plat- Further valuation effects resulted from derivative financial
IT expenses increased by € 70.3 million to € 587.6 million, form, Glovo Dmart, LatAm platform, Europe platform, and instruments (2023: loss of € 12.4 million, previous year:
driven by the Glovo acquisition effect and continuing in- Europe Dmart (previous year: losses of € 760.9 million); gain of € 47.9 million). Foreign currency translation losses
vestments in platform and product innovation. IT expenses refer to Section F.1.b) of the Notes to the Consolidated (2023: loss of € 143.7 million, previous year: loss of
as a percentage of GMV increased from 1.2% in 2022 to Financial Statements for further details. Losses from the € 50.1 million) further impacted the other financial result.
1.3% in 2023. disposal of subsidiaries was mainly related to the decon-
solidation attributed to the Sweetheart Kitchen business The increase in current income tax expenses from
General administrative (“G&A”) expenses increased in 2023 (loss of € 15.6 million). € 169.0 million in 2022 to € 281.4 million in 2023 was driv-
by 1.1% to € 1,744.2 million (previous year: € 1,724.6 mil- en mainly by corporate income tax expenses for profitable
lion). Personnel expenses increased by € 26.6 million to The impairment losses on trade receivables and other subsidiaries. The deferred tax income increased by
€ 625.4 million (previous year € 598.8 million), affected by assets decreased to € 30.9 million (previous year: € 38.9 mil- € 111.5 million (2023: € 139.3 million, 2022: € 27.8 million)
the restructuring activities executed throughout 2023, in- lion). The decrease in 2023 is attributable to the update resulting from the recognition of deferred tax assets on
cluding reductions in headcount and contract termination of the provision matrix based on historical credit loss ex- temporary differences and tax loss carryforwards which
costs, while share-based compensation expenses decreased perience. became recoverable especially with the recognition of de-
by € 78.5 million to € 247.4 million (previous year: € 325.9 mil- ferred tax liabilities in equity connected to the convertible
lion). G&A included depreciation expenses of right-of-use Net interest result increased to negative € 232.2 million bonds issued in February 2023 as well as the release of
assets of € 142.0 million (previous year: € 137.8 million), as (previous year: negative € 179.1 million), mainly connected deferred tax liabilities, associated mainly with the amorti-
well as other depreciation, amortization and impairment to higher finance costs for negative € 286.7 million (previ- zation and impairment of intangible assets identified in
expenses (2023: € 300.7 million, previous year: € 143.1 mil- ous year: negative € 182.1 million) as a result of the syndi- previous acquisitions.
lion), significantly increasing in 2023, mainly due to review cated term loan entered in May 2022 (i.e. eight months in
of the recoverability of the Yemeksepeti brand (impairment 2022 vs. twelve months in 2023) and by the issuance of a
of € 140.4 million). Other non-income-tax expenses grew new convertible bond (“Convertible Bond IV”) in February
to € 60.7 million (previous year € 48.5 million), mainly con- 2023 (refer to Sections F.10. and F.13. of the Notes to the
nected to the Digital Services Tax incurred in certain Glovo Consolidated Financial Statements for further detail). Net
markets. interest cost was positively impacted by € 61.0 million gain,
recognized in connection with the partial buyback of con-
vertible bonds in February 2023, as well as with the interest
income on cash balances driven by rising interest rates of
€ 50.2 million.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Adjusted EBITDA of the Segments reconciles to earnings Management adjustments included (i) expenses for servic- The year-over-year increase of GMV was driven by the Glovo
before income taxes as follows: es related to corporate finance, corporate transactions, fi- acquisition effect, included in the performance since July
nancing measures, and certain legal matters of € 83.7 mil- 4, 2022. Excluding any acquisition effects, GMV showed a
lion (2022: € 170.8 million), thereof € 40.4 million expenses marginal decrease. The GMV notably developed in MENA
RECONCILIATION ADJUSTED EBITDA OF THE SEGMENTS TO for antitrust and other legal matters (2022: € 107.3 million), and Europe, mirroring the positive effects of initiatives
EARNINGS BEFORE INCOME TAXES € 37.8 million expenses recognized for earn-out liabilities carried out across the markets, aimed at increasing order
and other bonus arrangements in connection with previous frequency, customer base, and average order value. None-
Change
years’ acquisitions (2022: € 37.9 million); (ii) expenses for theless, the GMV performance was affected by adverse
EUR
EUR million 2023 2022 1 million % reorganization measures of € 64.1 million (previous year: exchange rates and post-Covid normalization components,
€ 24.2 million), with respect to central functions and local especially in Americas and Asia. In this context, Americas’
Adjusted EBITDA of business units, mainly related to reductions in headcount GMV was significantly influenced by the devaluation of the
the Segments 253.6 –467.2 720.8 > 100 and contract termination costs. Argentine peso in December 2023, while post-COVID nor-
Consolidation malization effects persisted in Asia, contributing to the
adjustments 0.0 –0.1 0.1 –30.0
Other reconciliation items in 2023 related mainly to non-op- year-over-year decrease.
Management
adjustments –147.8 –195.0 47.1 –24.2 erating income and expenses including goodwill impair-
Expenses for
ment losses of € 857.8 million (previous year: € 760.9 mil- b) Business development by segment
share-based lion), allocated to the CGUs of Glovo platform, Glovo Dmart, The segment revenue of the Integrated Verticals segment,
compensation –247.4 –325.9 78.5 –24.1
LatAm platform, Europe platform and Europe Dmart (refer where DH acts as principal, is recognized on the basis of
Other reconciliation
items1 –888.3 –818.0 –70.3 8.6 to Section F.1.b) of the Notes to the Consolidated Financial GMV net of VAT per order. Intersegment revenue, which
Statements for further details), as well as non-income-tax results mainly from commissions to the platform entities
Amortization and
depreciation 2 –627.0 –488.5 –138.5 28.4 expenses of € 20.5 million (previous year: € 15.6 million). where the products of the respective Integrated Verticals
Financial result 3 –505.7 –557.7 52.0 –9.3 are listed, are eliminated as intersegment consolidation
Earnings before
Development of GMV adjustments.
income taxes –2,162.6 –2,852.3 689.7 –24.2
GMV
1 Adjusted.
Based on the main financial and non-financial KPIs, the per-
2 Amortization and depreciation according to management reporting also formance of our segments is discussed below.
includes provisions for financing provided to investments and joint ventures Change
and excludes goodwill impairment. Goodwill impairment is included in other
reconciliation items.
EUR
EUR million 2023 2022 1 million %
3 Sum of net interest result, other financial result and share of profit or loss of
associates and joint ventures accounted for using the equity method.
Asia 25,354.2 26,910.4 –1,556.2 –5.8
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
DEVELOPMENT OF GMV 2023 (in EUR million) SEGMENT REVENUE 2023 (in EUR million) ASIA
Change
2,126.1 Integrated Verticals
2,451.7 Americas (2022: 1,734.7) EUR
(2022: 2,591.4) EUR million 2023 2022 million %
3,729.4 Asia
(2022: 3,803.6)
7,510.0 Europe GMV 25,354.2 26,910.4 –1,556.2 –5.8
(2022: 4,782.7) 25,354.2 Asia 651.0 Americas
(2022: 26,910.4) (2022: 681.6) Total: Segment Revenue 3,729.4 3,803.6 –74.2 –2.0
Total: 10,463.2 1
45,275.2 (2022: 9,218.9) Adjusted EBITDA 385.0 57.0 328.0 >100
(2022: 42,826.8)
Adjusted EBITDA /
1,522.4 Europe 2,700.8 MENA GMV (%) 1.5% 0.2%
(2022: 980.5) (2022: 2,218.4)
9,959.3 MENA Own delivery share (%) 44.9% 46.7%
(2022: 8,542.3)
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
exposure, and user targeting, making them more attrac- MENA The adjusted EBITDA in MENA continued its upward tra-
tive to our partners. Furthermore, the completion of the jectory and more than doubled year-over-year (+132.9%).
service fee rollout in the second half of 2022 and a higher Change In 2023, notable profitability improvements were achieved
share of subscription model users (“PandaPro”) in 2023 EUR across the region, notwithstanding headwinds from the
EUR million 2023 2022 million %
further contributed to the segment revenue. On the con- geopolitical situation. Drivers of the adjusted EBITDA de-
trary, the adoption of the PandaPro subscription model in GMV 9,959.3 8,542.3 1,417.0 16.6 velopment in MENA included revenue growth and profit-
some Asia markets led to a decrease of total delivery fee ability margin improvements, mainly from better unit
Segment Revenue 2,700.8 2,218.4 482.4 21.7
revenue due to subscribers benefiting from reduced or economics of the own delivery business and optimization
free delivery fees. Adjusted EBITDA 304.6 130.8 173.8 >100 of payment as well as rider-related costs. The Turkish lira
Adjusted EBITDA / continued to be reported as hyperinflationary currency in
GMV (%) 3.1% 1.5%
In a notable achievement, adjusted EBITDA improved from accordance with IAS 29, with a positive effect on segment
€ 57.0 million in 2022 to € 385.0 million in 2023, primarily Own delivery share (%) 70.7% 61.5% revenue and an adverse effect on cost structure.
attributable to better unit economics in the own delivery
business, driven by lower cost per order in connection with The GMV increase in the MENA segment was fueled by EUROPE
riders and payment costs. In addition, improvements in cost improving order frequency and expanding customer base
of sales also benefited from efficiency gains consequential across the region. Factors that contributed to this develop- Change
to the automation of the rider help center in many Asian ment include the enhancement of the operational and EUR
EUR million 2023 2022 million %
markets. The overall marketing expenditure declined main- product touchpoints with orderers, logistics and vendors
ly due to the rationalization of media costs and brand ac- to further advance user experience, as well as broader GMV 7,510.0 4,782.7 2,727.3 57.0
tivities as well as optimization by transitioning certain mar- choices for orderers and the continuous scaling of subscrip-
Segment Revenue 1,522.4 980.5 541.9 55.3
keting functions in-house. The decrease in marketing costs tion programs. The development of GMV was additionally
was partially offset by the strategic focus of spending more enhanced by the optimization of quick commerce, through Adjusted EBITDA –168.2 –158.5 –9.6 6.1
on healthy customer retention incentives to maintain a sta- better choice and product affordability. Quick commerce Adjusted EBITDA /
GMV (%) –2.2% –3.3%
ble and growing customer base. Additionally, advertising proved to be highly synergistic with the platform business
revenue growth and organizational optimization across the segment performance. These improvements enabled the Own delivery share (%) 65.0% 52.7%
regional headquarter had a favorable impact on the adjust- locking in of high-value customers and increasing market
ed EBITDA of the segment. penetration. The stronger Euro against local currencies The Glovo platform business has been included in the per-
partially had an adverse effect on segment performance. formance of the Europe segment since the acquisition in
The adjusted EBITDA / GMV margin improved to positive The MENA segment contributed 21.8% to the Group GMV July 2022. Aside from its European business, Glovo’s oper-
1.5% (2022: positive 0.2%) due to improved unit economics, (previous year: 19.9%). ations located in Africa (Ghana, Ivory Coast, Kenya, Morocco,
cost saving activities, and higher advertising revenue as Nigeria, Tunisia, and Uganda) and Central Asia (Kazakhstan
described above. The Segment Revenue in MENA benefited from the afore- and Kyrgyzstan) are reflected in this segment.
mentioned GMV development and was further supported
The own delivery share in the segment was low compared by the continuing rollout of own delivery services (with
to other segments due to the Woowa business model being higher take-in per order), especially in Türkiye, contributing
predominantly a marketplace business (2023: 44.9%; 2022: to the increase in regional own delivery share from 61.5%
46.7%). in 2022 to 70.7% in 2023. Non-commission-related revenue,
particularly Adtech products, additionally supported the
development of revenue. As a result, the Segment Revenue
outpaced the GMV growth.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Europe’s GMV experienced notable growth in 2023, large- AMERICAS by increasing contribution of service fees across a wide
ly attributable to Glovo’s contribution and further fueled range of markets and advertising revenue (such as AdTech).
by a higher average order value in the segment. In 2023, Change
the Europe segment contributed 16.6% to the Group’s GMV EUR Adjusted EBITDA improved from negative € 132.8 million
EUR million 2023 2022 million %
(previous year: 11.2%). Excluding the inorganic effect relat- in 2022 to negative € 49.9 million in 2023, mainly attrib-
ed to the Glovo acquisition, GMV increased +3.8% year- GMV 2,451.7 2,591.4 –139.8 –5.4 utable to enhancements in operational efficiency, in par-
over-year. ticular optimization of logistics, that led to a decrease in
Segment Revenue 651.0 681.6 –30.6 –4.5
delivery cost per order. Furthermore, the rationalization
The Glovo contribution remained the driver of the Segment Adjusted EBITDA –49.9 –132.8 82.9 –62.4 of marketing expenditures brought an overall cost reduc-
Revenue increase in 2023. Excluding the Glovo impact, the Adjusted EBITDA / tion, particularly in the context of media marketing.
GMV (%) –2.0% –5.1%
revenue for the remaining operations in Europe grew by
+9.6% year-over-year, benefiting from higher average order Own delivery share (%) 93.9% 91.7% INTEGRATED VERTICALS
values and improved commission rates. The further rollout
of own delivery services increased across the segment, re- The Americas segment performance was significantly af- Change
sulting in an enhanced customer and vendor experience, fected year-over-year by the contribution of the Argentine- EUR
EUR million 2023 2022 million %
also leading to improved unit economics. The development an operations, as well as the qualification of Argentina as
of subscription models further contributed to the perfor- hyperinflationary, and the devaluation of the Argentine GMV 2,224.4 1,866.0 358.4 19.2
mance, strengthening the customer demand, combined peso against the euro. The Argentine consumer price in-
Segment Revenue 2,126.1 1,734.7 391.4 22.6
with a higher average basket size. Non-commission-related dex increased between December 31, 2022 and 2023, from
revenue, such as Adtech products, experienced a boost, 1,134.6 to 3,338.4. The Argentine peso devalued against Adjusted EBITDA –217.9 –363.5 145.6 –40.0
further supporting the revenue performance. the euro between December 31, 2022 and 2023 by Adjusted EBITDA /
GMV (%) –9.8% –19.5%
371.7 percent. Particularly the devaluation of the Argen-
The negative adjusted EBITDA increased, in particular due tine peso induced a negative GMV and revenue growth
to marketing investments in connection with rebranding for Argentina as well as for the entire Americas segment The Integrated Verticals segment consists mostly of own
our Foodora businesses. This effect was partially compen- in reporting currency year-over-year. warehouse operations (Dmarts) from which goods are
sated by the improved performance of Glovo (+17.1% year- delivered to the customer within a convenient time frame.
over-year). In 2023, the Americas segment focused on penetrating Consequently, Integrated Verticals represent mainly those
growth markets while continuing to consolidate category businesses where Delivery Hero acts as principal in the
market position in mature countries. The introduction of a sale of on-demand items. Accordingly, revenue is recog-
subscription model in selected countries, combined with nized on the basis of GMV net of VAT. To a lesser extent,
an uptick in user adoption driven by an increased focus on the South Korean robotics business as well as wholesale
affordability, significantly strengthened customer loyalty and retail (kiosks and convenience stores) businesses in
and enhanced order frequency. Overall, the Americas seg- Greece also contributed to Segment revenue. Dmarts op-
ment contributed 5.4% to Group GMV (previous year: erate in all regional segments with a total of 932 stores
6.1%). (December 31, 2022: 1,126 stores) in 57 countries (Decem-
ber 31, 2022: 59 countries).
Segment Revenue contracted by 4.5% in 2023, mirroring
the GMV development, particularly affected by the devalu- GMV improved, resulting in an increase in Segment Reve-
ation of the Argentine peso. The negative impact of curren- nue to € 2,126.1 million (previous year: € 1,734.7 million),
cy devaluation on segment revenue was partially mitigated that was predominantly organic, driven by increasing
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
customer demand as evidenced by higher order frequency funds at prevailing interest rates. For further information Cash flow from financing activities of negative € 466.1 mil-
per store and larger shopping baskets across the regions. on financing and liquidity risk, refer to the Notes of the lion in 2023 comprised the cash outflow for the partial
Inventory management initiatives focused on the continu- Consolidated Financial Statements. buyback of the Convertible Bonds I maturing in 2024 and
ous development of preferred product assortment and the Convertible Bonds II maturing in 2025, which were ful-
availability while reducing shrinkage. In addition, the glob- CONDENSED STATEMENT OF CASH FLOWS OF THE GROUP ly offset by the proceeds from the issuance of the Convert-
al store footprint was further optimized, as closure of un- ible Bonds IV. The net cash inflow from bond issuance and
derperforming stores continued throughout 2023, leading EUR million 2023 2022 the buyback transactions amounted to € 321.3 million. The
to cost savings and adjusted EBITDA improvement. These total net cash outflow from financing activities was signif-
Cash and cash equivalents as of
cost reductions, combined with additional operational ef- January 11 2,417.8 2,448.2 icantly affected by the purchase of the remaining non-con-
ficiencies and higher order frequency, contributed to better Cash flow from operating
trolling interest in Hungerstation (€ 276.8 million) and
unit economics and a significant adjusted EBITDA / GMV activities –19.5 –688.8 Woowa (€ 11.0 million) as well as by the payment of earn-
margin improvement to negative 9.8% (previous year: neg- Cash flow from investing activities –169.0 –67.9 out liabilities (€ 88.8 million), lease liabilities (€ 156.8 mil-
ative 19.5%). lion, previous year: € 144.6 million) and interest (€ 173.4 mil-
Cash flow from financing activities –466.1 717.6
lion, previous year: € 92.6 million).
Net change in cash and cash
c) Financial position equivalents –654.6 –39.1
The Company centrally manages the liquidity requirements Cash and cash equivalents subject to restrictions amount-
Effect of exchange rate
for Delivery Hero SE and its consolidated subsidiaries. The movements on cash and cash ed to € 2.2 million as of the reporting date (previous year:
equivalents –103.8 8.6
primary goal of the Group’s treasury management is the € 1.6 million).
timely provision of liquidity to the subsidiaries, meeting Cash and cash equivalents
as of December 311 1,659.4 2,417.8
payment obligations in due course, and efficiently consign- Group Treasury monitors cash level and spending on a
ing excess funds to banks. Liquidity management is based 1 Cash of € 0.5 million included in a disposal group classified as held for sale as monthly basis. As required, the budgeted spending can be
of January 1, 2023 (January 1, 2022: € 1.5 million).
on a 24-month cash forecast for the Group and Delivery adjusted, e.g. level of marketing investments or defer-
Hero SE as well as a three-month liquidity plan for the op- ral / denial of investment proposals. The Group manage-
erating entities of the Group. The cash inflow from the dis- In 2023, cash flows from operating activities significant- ment along with Group Treasury also assesses financing
posal of assets, financing transactions, and capital increas- ly improved from negative € 688.8 million to negative requirements and options.
es are administered by Delivery Hero SE. Funds are € 19.5 million as a result of the focus on profitability
allocated in accordance with the business plan to subsidi- throughout all business segments and the consequential To secure external financing, the Group considers capital
aries and provided for strategic measures as needed. Dur- improvement of the adjusted EBITDA of the segments. increases from authorized capital contingent upon market
ing the reporting period, the Group was able to meet its environment, utilization of existing credit facilities, debt
payment obligations at all times. Cash outflow for investing activities increased to negative capital, as well as securitization and / or divestment of fi-
€ 169.0 million in 2023 (previous year: negative € 67.9 mil- nancial assets.
The Group maintained a cash level at € 1,659.4 million as lion). It mainly included investments in property, plant and
of December 31, 2023. In addition, DH increased its existing equipment of € 147.7 million (previous year: € 180.1 mil-
revolving credit facility (RCF) to € 480.0 million, of which lion), intangible assets of € 113.0 million (previous year:
€ 241.1 million was utilized by way of ancillary guarantee € 72.7 million), as well as the cash consideration for the
and letter of credit facilities. Guarantees and letters of cred- acquisition of Worldcoo S.L., Spain (€ 7.9 million net of cash
it in the amount of € 155.9 million were issued under these acquired). The cash outflows were partially offset by inter-
ancillary facilities. The RCF and the instruments issued un- est payments received (€ 50.2 million, previous year:
der the ancillary facilities were fully undrawn as of Decem- € 25.8 million) as well as proceeds from investments in
ber 31, 2023. Along with the RCF, several other DH entities other financial assets (€ 63.8 million).
have credit facilities available that allow them to borrow
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
d) Net assets
The Group’s balance sheet is structured as follows:
80
80 Dec. 31, 2023 Dec. 31, 2022
62 61
60
60
40
40
20 19
20 16
8 8 7 7
6 5
0 0
0
0
Intangible Cash and cash Other Property plant Trade and other Assets included
assets equivalents assets and equipment receivables in a disposal group
classified as held
for sale
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
positive impact on equity, partially compensated by the e) Overall assessment 4. Subsequent Events
derecognition of the equity instruments re-acquired in con- In 2023, Delivery Hero successfully executed its growth a) Divestment of shareholding in Deliveroo plc
text of the partial bond buyback in 2023. Additionally, the strategy with a strong focus on profitability, cash genera- On January 29, 2024, Delivery Hero placed approximately 68
vesting of the equity-settled share-based payment awards tion, and disciplined capital allocation. Despite the complex million Class A ordinary shares in Deliveroo plc (Deliveroo)
as well as several capital increases in connection with (i) economic environment throughout the year, the Group met at a price of £ 1.13 per share with institutional investors in
share-based programs’ settlements of awards and (ii) the its expectations for 2023 and achieved a positive adjusted an accelerated book building process. This is approximate-
issuance of new shares to acquire additional non-con- EBITDA of more than € 250.0 million. The platform business ly 4.5% of Deliveroo’s entire Class A share capital. The place-
trolling interest in Glovo, further increased the equity (refer contributed with a significant positive adjusted EBITDA dur- ment settled on February 1, 2024 and complemented the
to Section F.9. of the Consolidated Financial Statements for ing 2023, generating a monthly positive adjusted EBITDA gradual sales of all Deliveroo shares in 2024. As of Decem-
further details). throughout the entire year. The Integrated Verticals busi- ber 31, 2023, the shares had a fair value of € 152.1 million.
ness contributed with a reduced negative adjusted EBITDA The divestment resulted in a loss of € 11.7 million.
Non-current liabilities decreased by 11.8% compared to the and improvements throughout all markets. Despite these
previous year. The net decrease was mainly connected to achievements, the Group’s operating result remained neg- b) Syndication of financing transaction
the reduction of the NCI put liability related to Woowa, ative and was additionally impacted by goodwill impair- In March 2024, Delivery Hero announced the successful
which decreased by € 242.2 million following the exercise ments charges. Higher finance costs and increased income syndication of a financing transaction, increasing the exist-
of the underlying options by Woowa management and fair tax expenses further contributed to the net loss. ing term loans in the amount of $ 812.6 million (Dollar
value measurement effects (refer to Section F.12 of the Term Facility) and € 300.0 million (Euro Term Facility) by
Notes to Consolidated Financial Statements for further de- Even with a significant improvement in the operating cash- $ 550.4 million and € 240.0 million, respectively. At the
tails). Furthermore, the non-current portion of the convert- flow throughout the year, cash and cash equivalents de- same time, the maturity was extended from August 2027
ible bonds decreased following the partial buyback and the creased year-over-year mainly due to a negative financing to December 2029, the interest rate on the US Dollar Term
reclassification to current liabilities of the remaining con- cashflow. As a result, the Group’s current assets decreased Facility reduced from Term SOFR plus 5.75% p.a. to Term
vertible bond tranche due in January 2024 (€ 286.7 million). as of December 31, 2023. SOFR plus 5.00% p.a., and the interest rate on the Euro Term
The issuance of new convertible bonds in February 2023 Facility reduced from EURIBOR plus 5.75% p.a. to EURIBOR
(€ 589.6 million) partly compensated the decrease. In addi- To improve the Group’s current assets, during January 2024 plus 5.00% p.a. Furthermore, the existing revolving credit
tion, a provision reclassification of rider-related legal risk Delivery Hero sold non-current assets and, during March facility with a volume of € 480.0 million was increased by
(€ 143.0 million) to current liabilities impacted the overall 2024, extended its term facilities (refer to Section B.4 for € 20.0 million, the interest rate was reduced, and the ma-
decrease of non-current liabilities. further details). turity extended from May 2026 to May 2027.
The net increase in current liabilities by 22.6% was primar- The Management Board assesses the operating perfor- c) Buyback of convertible bonds
ily due to reclassification effects from non-current liabilities, mance of Delivery Hero with a positive adjusted EBITDA for Delivery Hero announced on March 18, 2024 the partial
as described previously. Higher liabilities to restaurants the first time in the Group’s history as a remarkable accom- buyback of Convertible Bonds II maturing in 2025 and
(€ 768.1 million; previous year: € 652.3 million) contributed plishment on its strategic roadmap focused on profitable Convertible Bonds III maturing in 2026. Upon completion,
to the overall increase, while a decrease in trade payables growth, cash generation, and disciplined capital allocation the Company bought back outstanding Convertible Bonds
(€ 293.7 million; previous year: € 320.6 million) and earn- in 2024 and beyond. II, for a nominal value of € 409.2 million resulting in a
out liabilities (minus € 97.0 million, mainly related to the remaining principal amount of € 90.8 million as well as
earn-out payment in connection with the acquisition of outstanding Convertible Bonds III for a nominal value of
InstaShop) partially compensated the effect. € 100.0 million resulting in a remaining principal amount
of € 650.0 million.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
C. Risk and opportunity report Our Enterprise Risk Management (“ERM”) is based on the
following principles:
1. R
isk Foundations: Risk Culture, Strategy, and
Organization – The conscious acceptance of economically viable risks is
Risk culture, strategy and organization form the context for an essential part of any business activity.
all other components of risk management. The risk culture – Going concern risks are not accepted.
is derived from the corporate culture and has a direct im- – Risks taken should be associated with expected ancillary
pact on the way decisions are made in the organization. It returns and ultimately increase the value of the Compa-
refers to our core values, understanding of risk, and risk ny, taking into account a cost-benefit analysis.
appetite. – ERM is an integral part of Delivery Hero’s business pro-
cesses and relates to all business activities within the
Risk management strategy is determined by Delivery Hero’s Group.
strategy. As part of the Group’s risk strategy, the risk appe- – The Management Board, the local management, and
tite and risk-bearing capacity are assessed on an annual ERM functions are responsible for enhancing risk cul-
basis. The risk-bearing capacity represents the quantitative ture. Delivery Hero emphasizes a strong “tone from the
threshold of risks that could adversely affect going concern top” with regards to ERM.
of the Group. The risk-bearing calculation is based on the – The Risk Management function facilitates a uniform un-
equity position and on the liquidity plan. Complementing derstanding of risk throughout the Group by stipulating
the risk-bearing capacity, the risk appetite focuses on the and maintaining all definitions, rules, and procedures.
amount and type of risk that Delivery Hero is willing to – Every employee within the Group has the responsibility to
accept. proactively participate in and support risk management.
103
Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Role Responsibility
– With the support of the Central Risk Management function; identifying, assessing, responding to, and monitoring
Risk Owners risks as well as ensuring the implementation of agreed risk measures in line with risk guidelines
– Risk reporting to the Central Risk Management function
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
2. Group-Wide Risk Management System DH RISK MANAGEMENT CYCLE – POLICY (financial, operational, strategic, compliance), subcatego-
The key objective of Delivery Hero’s RMS is to enhance the ries (e.g., internal compliance, external developments,
quality of the decision-making processes within the or- Iden
tifi
treasury, etc.) and risk topics (e.g. market dynamics, labor
xt
ganization. The Risk Assurance Department is developing nte ca
t io relations, delivery safety, etc.). The consolidation of identi-
Co n
and maintaining the Group’s RMS, ensuring that a timely fied risks of all departments / entities is documented in the
and comprehensive overview of all significant risk expo- Group’s risk inventory (“Risk Universe”).
sure, is provided to the leadership teams and the Audit
Committee of the Supervisory Board. The management of GRC The risk identification covers both internal and external
t ing
A na
the RMS compromises the standardization of risk manage- risks (including extreme risks [highly unlikely but very high
Re p o r
ly s i s
ment processes. impact]), and is performed at least once a year per entity.
In this step, the Group identifies new risks and may change
The approach of Delivery Hero’s RMS is based on the in- Heroes already identified risks.
ternationally recognized Committee of Sponsoring Organ-
izations of the Treadway Commission (“COSO”) 2017 Delivery Hero Risks are identified using internal and external sources.
Risk Management System
Mo
framework. In applying the standard, we took Delivery Internal sources include interviews and risk seminars with
nit
n
Hero’s culture and structure as well as its requirements relevant stakeholders, risk surveys, and internal databases
tio
or
ua
in
into account. (e.g. Tableau Dashboards, financial information, etc.).
al
g
Ev
Moreover, the Group also utilizes external sources such as
Delivery Hero’s RMS consists of a seven-step cycle, where external databases, news, and reports.
Res p o ns e
the steps of Risk Identification, Risk Analysis, Risk Evalua-
tion, and Risk Response are together considered a “Risk c) Risk Analysis
Assessment” exercise. The group’s culture, structure and The purpose of risk analysis is to understand the risk, to
requirements were considered while applying these stand- a) Context evaluate and decide whether a response is required. Indi-
ardized steps. The purpose of establishing the context for risk assessment vidual risks are analyzed with respect to impact and prob-
is to set the stage for risk identification. Since a “risk” is any ability dimensions. The impact is determined by potential
event that may impact an organization’s ability to achieve effects on net result and total cash flow. The impact or
its objectives, defining the organization’s objectives is a potential damage can be shown in different scenarios (e.g.
prerequisite to identifying risk. Determining the context is best, most probable and worst case), ranges (best to worst
an important step for the risk strategy setting, including case) and point values (one value). Probability refers to the
(but not limited to) risk appetite and risk-bearing capacity. likelihood and frequency of occurrence. The period under
The output of the context-gathering step will provide di- consideration for the risks is one year from the balance
rection for the risk management cycles. sheet date and is aligned with the period applied to the
outlook as described in Section D. Outlook in the Com-
b) Risk Identification bined Management Report.
The purpose of the risk identification step is to generate a
comprehensive list of risks that may affect the organiza- The analysis of risks always takes gross and net risk into
tion’s assets (e.g. brands, intellectual property, funds, in- account. The gross risk represents the consideration before
vestments, products, etc.), allocated to the COSO categories (new / future) measures are taken.
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Quantitative
Likelihood
≥ 80%
< 80%
< 60%
< 40%
< 20%
Financial Impact
Net Income and
Total Cash flow < € 5 million < € 10 million < € 25 million < € 50 million > € 50 million
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RISK MATRIX OF DELIVERY HERO When a risk mitigation response is agreed with the risk
owners, actions are taken to reduce the likelihood and / or
Qualitative impact of a risk. This includes implementing controls based
on the DH Internal Control System (ICS) framework or Risk
Likelihood
and Control Matrix (RCM).
≥ 80%
In coordination with local management, risk owners must
decide on one or more the aforementioned options which
< 80% must be aligned with the Risk Appetite Statement.
< 60%
f) Risk Monitoring
Risk monitoring refers to the continuous follow-up of the
identified, analyzed, evaluated, and treated risks with the
< 40% respective risk owner in order to re-evaluate current im-
pacts and probabilities as well as to report and monitor the
< 20%
defined actions, the status of implementation and the ef-
fectiveness of the measures.
g) Risk Reporting
Financial Impact Low Moderate High The German Stock Corporation Act contains the so-called
business judgment rule. The business judgment rule stipu-
lates that the Management Board shall base decisions on
Risk Severity Low Moderate High
the best information available. In addition, decision-makers
should be enabled to base decisions on a weighted infor-
At Group level, the total aggregated risk exposure is com- e) Risk Response mation situation. Therefore, it is important that risks are
pared with the risk-bearing capacity. This provides the Man- The purpose of risk response is to determine how to mod- reported and consolidated regularly.
agement and Supervisory Board with the information of ify or manage the risk. The results of the risk identifica-
any risk buffer. tion, analysis, and evaluation stages are the inputs for risk In accordance with the Risk Management Policy, the follow-
treatment and the deployment of responses. There are ing table provides an overview of formal schedule for risk
several standard options for risk response, but they are management reporting to the management.
not mutually exclusive; they can be used in combination.
These include “Accept”, “Avoid”, “Mitigate”, “Transfer”, and
“Reserve” (“Fund”).
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– Current overview of the risk profile and further Internal Audit assesses whether the RMS and ICS are ade-
Audit Committee – Quarterly quate and effective as designed and implemented by the
developments in the RMS
management. This is accomplished via risk-based audits
Management Board, Local – Report on individual risks and opportunities performed throughout the Group. In addition, Internal Au-
– Recurring
Management, and Internal Audit by risk / opportunity owner. dit assess the Compliance Management System (“CMS”) as
– Reporting obligation and provision of all part of the RMS and ICS. The CMS is aligned with the
Management Board and / or Group’s risk situation and follows the risk strategy.
– Ad-hoc information when a defined threshold is
Supervisory Board
exceeded
We continuously develop and improve the RMS and ICS
with regard to their appropriateness and effectiveness tak-
For the purposes of this report, the net risk approach is by the central team and shared with all subsidiaries. This is ing into account the observations by the Internal Audit and
applied. intended to ensure consistency and to limit accounting dis- the external auditors. Considering the limitation of audits,
cretion. Internal Audit requests a representation letter from the overall RMS and ICS is assessed as adequate and effec-
3. System of Internal Financial Reporting Control the subsidiaries each quarter to confirm compliance with tive. We have introduced appropriate improvement meas-
As a part of the Internal Control System (“ICS”) framework, IFRS and internal guidelines. ures to eliminate identified weaknesses and ensure contin-
Delivery Hero has implemented an accounting-related ICS. uous improvement of processes and systems.
This system aims to identify, assess, and control all risks that On a monthly basis, all subsidiaries report financial infor-
could have a material impact on the proper preparation of mation to the central team in a standardized format. A Also during the risk assessment of the accounting-related
the Consolidated Financial Statements in accordance with multi-stage review process of the financial information at ICS, we consider the findings of the Group’s internal audi-
the relevant accounting standards and applicable laws. regional and central level ensures the consistency and ac- tors, the results of previous audits of the financial state-
curacy of the financial information throughout the Group ments, and the limitation of risks by Group Accounting. The
The accounting-related ICS is based on the principle of sep- as well as on a consolidated basis. This is followed by an results of the risk assessments are externally reported in
aration of functions and consists of different sub-processes automated consolidation using a software solution. Man- the Combined Management Report. Accruals and contin-
within the organization. These processes and related re- ual adjustments are recorded in the system and monitored gencies resulting from identified risks are reflected and
porting risks are analyzed and documented. The internal based on dual control. The authorization concept of the disclosed in the Consolidated Financial Statements. 1
control system comprises preventive, monitoring and de- financial systems is periodically reviewed and updated.
tective control measures and aims to ensure a proper and Based on the assessment of complexity and the inherent 4. Risk Report
methodically consistent financial statement preparation management judgment in the application of accounting In accordance with our forecast report (refer to Section D.
process. A control matrix defines all controls including con- policies, the accounting for selected complex reporting Outlook of the Combined Management Report), we present
trol description, type of controls and frequency of execu- topics, e.g., business combinations, derivative financial in- the impact and frequency of risks on a time horizon of twelve
tion. Our Group-wide accounting and reporting manual struments, and share-based payment arrangements, is con- months from the reporting date. Unless explicitly stated, the
provides the respective Group Finance teams with detailed ducted centrally to meet the Group’s reporting require- risks always relate to all segments of Delivery Hero. Com-
accounting instructions for key components of the financial ments. This includes the consultation of independent pared to the prior year, risks are presented on a net level.
statements. The internal guidelines are regularly updated external experts for accounting and valuation of complex Individual risks are explained in detail in the following:
1 Please note, the content of this section was not subject to an audit of its contents in the context of the statutory external audit of our Combined Management Report.
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Furthermore, Spanish authorities initiated new investiga- national and local authorities to promote a regulatory Measures: To effectively manage and mitigate the risks,
tions into the legal status of riders under the business framework that works for all parties involved, thereby work- we conduct comprehensive due diligence reviews that vary
model in place at Glovo Spain since 2021. To this date, the ing towards reducing the likelihood of negative regulatory depending on the scope of not only investments, but also
Spanish authorities have challenged the legal status of changes for workers and platforms. At the same time, we divestment decisions. Legal, tax, and financial due dili-
only some individual riders. Glovo is cooperating with the are constantly working on optimizing our logistics opera- gence are carried out with the advice of external M&A
authorities and will defend the self-employed status of tions, while always aiming to ensure compliance with na- consultants. Further more, our internal specialists in M&A,
riders through all appealing instances available. tional laws. The Legal Logistics and Public Affairs team are M&A Legal, and the Post-Merger Integration Team are in-
monitoring regulatory requirements in our markets on an volved in the M&A process. In addition, other internal spe-
In Portugal, Glovo has conducted a substantial revision of ongoing basis. Where it is most likely that a rider risk ma- cialists are consulted, depending on the subject area. We
its business model in the market, which has resulted in the terializes, appropriate provisions are reflected in the further mitigate risks by negotiating and crafting contrac-
implementation of several changes that intend to ensure Group’s Consolidated Financial Statements. This is the case tual clauses. These clauses aim to provide safeguards and
riders can continue being classified as self-employed under with risks in Spain in relation to the model operated by legal remedies in various scenarios, ensuring that our in-
the new regulation. The Portuguese authorities launched Glovo until August 2021, and with risks for Glovo Italy. It is terests are protected throughout the investment or divest-
several revisions on the legal status of some individual rid- also the case with risks relating to Foodora France. ment process.
ers and some of these cases have been now submitted to
the decision of courts. Where the rider risk is deemed possible (but not probable), Adverse Legal / Regulatory Changes
this has been disclosed as a contingency in the Group’s Risk description: Unexpected legal requirements as well as
Separately, authorities in Argentina initiated an investiga- Consolidated Financial Statements. This is the case with changes in legislation are examples where Delivery Hero is
tion into the entity PedidosYa in order to review the legal risks in relation to Glovo Spain after August 2021, Glovo required to adapt flexibly to such changes in the markets.
status of riders. PedidosYa is cooperating with the author- Portugal, and PedidosYa in Latin America (see Section H.5. These include, among other areas, new legal frameworks
ity and will defend the self-employed status of riders of the Notes to the Consolidated Financial Statements for for quick commerce, commission caps, changes to applica-
through all instances available. further details). ble taxes, the legal structure of work models, or the tight-
ening of antitrust law. As a result, previously advantageous
While we are actively exploring various strategies to miti- Investment Risk investments may become impaired, or business licenses
gate these risks and continuously seeking alignment with Risk description: As part of our strategy, the Group: may depend on the implementation of such regulatory
local authorities on disputed freelance rider models, if a – Acquired companies, changes in our operational models. Furthermore, opera-
certain risk materializes in a specific market, we may dis- – Invested in shares in companies (minority investments), tional results can be adversely affected by commission caps
continue our operation in such a market. Particularly for – Granted intercompany loans to subsidiaries, and and / or additional unplanned cash outflows may be in-
Glovoapp23 S.A., Spain, a risk that could adversely affect – Introduced new business models (verticals). curred in order to adapt to the legal changes.
the going concern prognosis was identified see Section B.2
of the Notes to the Consolidated Financial Statements for The investment activities are subject to uncertainty in terms One of the regulatory changes is the global minimum tax-
further details). of valuation and the underlying business planning. Our ation initiative, also referred to as “Pillar 2” rules, which
investment decisions may potentially not provide the return comes into effect in the participating jurisdictions in the
Measures: We are aware of the regulatory developments anticipated at the investment date due to the investments’ beginning of 2024. This initiative aims to ensure that mul-
and the business risks. Riders are at the heart of our busi- failure to achieve anticipated growth, meet profitability tinational groups with certain criterias are subject to a min-
ness, and their working conditions are a priority for us. As target, secure sufficient financing or for other reasons (for imum effective tax rate of 15% in each jurisdiction they
riders value the flexibility of their self-employed work, we example hyperinflation). In the event of risk realization, our operate. Delivery Hero Group falls within the scope of the
strive to work with regulators in many markets towards profitability targets may be negatively impacted by lower Pillar 2 rules. In 2024 Delivery Hero will be obliged to assess
systems that promote flexible and self-employed work operating cash flows. In addition, acquired companies and whether additional taxes will arise, either on a jurisdiction-
while providing riders with the security they need. There- minority investments may be subject to impairment losses al basis if the domestic tax rate is increased or so-called
fore, our Public Affairs teams globally are in exchange with that negatively impact the net result. Qualified Domestic Minimum Top-up Taxes (QDMTTs) are
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in place or at the level of Delivery Hero SE due to German a high degree of uncertainty about future macroeconomic – Innovation: Being innovative, improving efficiency of our
so-called Top-up Tax. and geopolitical developments, including effects from infla- business models and processes.
tion, cost of energy / cost of labour, reduction of discretion-
In addition, due to the differences in regulatory frame- ary spending, hyperinflation, which could potentially lead to If we fail to innovate and to adjust our service offering, we
work prevailing in the countries that we serve, the chal- losses of customers or impact order frequency, with an ad- may lose market share, face price pressure, lose customers
lenges faced in these countries also differ for a number of verse effect on the Group’s operational result. and business partners, and fail to meet financial targets.
reasons. An example is our quick commerce operations,
where we may need to either adapt our operational mod- Measures: We monitor changes in customer behavior using Measures: To manage the risk, we continuously monitor
el, relocate stores, or pay fines / penalties imposed by au- indicators such as churn rate, order frequency, and average the market environment to identify unfavorable develop-
thorities as a result of the existing regulatory require- order value to develop new measures whenever possible. ments. We also reallocate marketing budgets from less
ments in these countries. Additionally, in markets indirectly affected from geopolitical competitive areas to highly competitive countries, invest in
tensions we launched various initiatives to support con- customer retention (e.g., by introducing subscription mod-
Measures: As a mitigation measure for Pillar 2 rules, the sumer engagement and frequency such as subscription els), and continuously invest to improve the customer ex-
Group is working diligently on an accounting tool based programs to create exclusive deals and benefits, and in- perience (e.g., rolling out own delivery, closing restaurant
compliance solution to determine the potential tax risk ex- crease the amount of investment committed by restaurant gaps, increasing number and quality of vendors, rolling out
posure. Furthermore, the Central Tax team is continuously partners to ensure affordability for our end customers. local shops). In addition, we believe that we are the biggest
assessing the cash tax impact of imminent business decisions player in most countries / active markets, with the largest
potential with respect minimum taxation requirements. Competition selection and most efficient network of riders. This leads
Risk description: We are exposed to the risk of new en- to positive network effects, which can attract new custom-
With regard to mitigation measures concerning quick com- trants and existing competitors in our markets, fuelled by ers and riders, which ultimately leads to more vendors on
merce, in order to reduce the risk of noncompliance, we marketing or other forms of commercial investments. The the platform.
continuously improve our products / tools and ensure current global business landscape presents ongoing chal-
smooth dispatching process and avoid crowds around our lenges, with consumer behavior heavily influenced by sus- High Dependency on Third Parties
store. We also actively engage and improve relationships tained marketing efforts and incentive schemes. This trend Risk description: The Group entered into framework agree-
with neighborhood and counsels, and proactively address is particularly evident in markets where competitors are ments with third party vendors to assure uniformity of ser-
complaints and issues. increasingly deploying incentive programs to bolster and vices and the realization of scaling effects across the Group.
expand their market presence. Such agreements includes the provision of data hosting
Generally, the inherent regulatory risks associated with in- services, server capacities, and software licenses, as well as
vestment decisions is mitigated by performing legal due The description is currently being observed in our South Ko- the provisions of online payment services on our platform.
diligences. Identified risk and changes in the legal environ- rean market, where another market leader continues their Further dependencies exist towards third parties, that pro-
ment are monitored locally and centrally by the Legal de- incentive program as a drive towards market dominance. vide a high percentage of the rider fleet in some countries.
partment. Regulatory risks are also monitored by the Public Despite heightened competition not only in this region, our Suspension of service by third parties could lead to the
Policy and Government Affairs team. company remains resilient and poised for growth, as our restriction or even interruption of our platforms, our finan-
continuous success depends on our ability and efforts to cial systems and our own delivery service. Consequently,
Consumer Reticence maintain our market position against competitors. The ca- we could suffer operational interruptions followed by rep-
Risk description: Rapid change of consumer behaviour pabilities of staking out our market position include: utational damage, which potentially adversely affect cur-
caused by geopolitical tensions as in the conflict in Gaza. The rent and future operating cash flows and results.
situation might have the potential to be disruptive to some – Speed: Delivering on our advertising promise and early
countries / markets where the Group is active. Escalation and introduction of new business models, Measures: The Group has set up standardized selection pro-
prolonging of such conflicts could negatively affect global – Agility: Adapting our business models, including prod- cedures for third party vendors. The procedures include but
economies, consumer sentiment and consumption. There is uct and service offerings, to demand, are not limited to the comparison of equivalent providers
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at comparable prices, available capabilities, evaluation of entities and ensures that all employees and systems adhere to investigations by competition authorities. Potential vio-
the current partnership and information security criteria. to the same security standards. We also launched a global lations of competition laws may result in fines, claims for
campaign to raise security awareness. Regular enhance- damages by competitors and customers, restrictions on
Climate Change and Natural Disasters ments to the security control framework safeguards a com- certain commercial practices, or restrictions on planned
Risk description: Given our operations in more than prehensive structure that addresses evolving security chal- corporate acquisitions.
70 countries, we are particularly exposed to the risk of nat- lenges and enables the Group to proactively manage risks.
ural disasters. As an extreme risk, natural disasters in the The updated security policies and procedures provide clear Measures: The Group continuously promotes a culture of
affected country could lead to short- or long-term suspen- guidance to employees, ensuring consistent adherence to compliance with antitrust and competition laws. As part of
sions in our business activities along the value chain. Such security best practices. promoting this culture, regular mandatory training sessions
an event could lead to significant financial damage. are held to raise awareness of compliance and legal issues.
Litigation and Claims Competition law matters are the responsibility of a dedi-
Measures: We monitor climate change and consider it in Risk description: In December 2022, Delivery Hero filed cated team in our Legal department, which advises on
our probability assessment. To mitigate the risk, we take legal proceedings in the UK against a major electronic mergers and acquisitions, commercial set-ups, company
out various insurance policies with third parties. Detailed payments processing player for wrongful termination of formations and investment projects. In addition, we moni-
coverage of our sustainability work, including how we man- a financial partnership agreement between the parties. tor our own activities, cooperate with local authorities, and
age our carbon emissions and our climate action efforts is While Delivery Hero´s claim was upheld by the court, in seek advice from external advisors to prevent infringe-
provided in the Non-Financial Report for the Group. When October 2023, the opposing party filed a counterclaim ments of antitrust and competition laws.
natural disasters occurred in the past year, e.g. Türkiye against Delivery Hero with respect to the same contract,
earthquake in 2023, the company took steps to support claiming compensation for damages. A court decision on Non-Compliance with Payment Service Regulations
affected employees and communities. the aforementioned counterclaim is expected to be ren- Risk description: There is a risk that services provided by
dered in the first half of 2025. Delivery Hero may be considered to come under specific
b) Operational Risks financial regulations in certain markets and that, conse-
Cybersecurity Risk Measures: The Group’s legal team together with external quently, obtaining a license or registration may be required.
Risk description: As a tech company, we collect, manage, attorneys are continuously assessing the development of As a main example, the revised EU Payment Services Direc-
transmit, and store data from our stakeholders in compli- contingencies, including arbitration and settlement scenar- tive (“PSD2”) is of relevance as regards the European coun-
ance with applicable regulations. Our stakeholders rely on ios. At the time this report was prepared, the aforemen- tries. Under the directive, the collection of online payments
the security of our systems and the proper handling of their tioned legal proceeding was still ongoing, and the risk on behalf of third parties (in our business model: restaurant
data. By handling billions of data records, there is an inher- assessment remained unchanged. If it is probable that a partners and riders) is permitted only for companies with
ent risk of data confidentiality and data integrity infringe- risk materializes, appropriate provisions are reflected in the a regulatory license, unless any of the exemptions included
ment. The Group considers external attacks, internal pro- Group’s Consolidated Financial Statements. in PSD2 applies. By enacting similar regulations, many oth-
cess weaknesses, and human errors as risk factors. The er countries, such as Singapore, are following the example
Group could suffer a financial loss or reputational damage c) Compliance Risks set by PSD2. If we are unable to obtain a license, we will be
as a result of an information security incident. Competition Law Related Risks forced to either avail of an exemption, change our opera-
Risk description: Due to the international nature of our tional model to avoid holding third parties funds or fully
Measures: In order to prevent, detect and respond to po- operations and the complexities and difference between outsource the service to a licensed institution. Outsourcing
tential information security incidents, we continuously en- antitrust and competition laws across regions, there can be may be associated with increased costs, which may nega-
hance our global security organization. In particular, we a high degree of uncertainty in interpretation of the law as tively impact operating margins. Holding payment licenses
have taken significant steps to consolidate and centralize to whether our business activities and corporate projects, carries the risk of non-compliance with the regulatory re-
our security operations. This enables the Group to imple- such as mergers & acquisitions, are in compliance. Conse- quirements, which includes to obtain authorization / the
ment consistent security policies and procedures across all quently, Delivery Hero’s group companies could be subject appropriate license, comply with security requirements,
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report security incidents, and to comply with other require- Tax Unacceptance of Transfer Pricing System d) Financial Risks
ments (e.g. anti-money laundering (AML) and counter- Risk description: Delivery Hero engages in cross-border Liquidity Risk
terrorism financing (CTF) regulations), as well as conse- intra-group transactions. These may be subject to audits by Risk description: Liquidity risk describes the situation of
quential penalties, such as fines. tax authorities. There is uncertainty regarding the accept- not meeting the Group’s payment obligations. Although
ance of the applied transfer pricing methods in the coun- the Group improved its profitability and cash flow in 2023,
Measures: To limit the risks, we have evaluated and re- tries where the Group is active. The uncertainty is based on its cash flow remained negative in 2023. If the Group fails
vised processes with the involvement of external consult- the following main factors: to meet its business plan objectives, cash flow may remain
ants, including switching to interim solutions such as buy- negative in the future, which may create a dependency on
sell models that do not entail payment services and are – New business models in a relatively young industry, external financing sources. Dependency on external financ-
fully compliant with PSD2. Furthermore, the Group has – Quantification of the value contributions of intangible ing exposes the Group to the risk of limited access to cap-
applied for payment licenses in selected countries. With assets, ital markets, unfavorable market conditions, downgrading
regard to Europe, the Group has obtained a payments – Complex organizational structure (central, regional, and of credit ratings and share price volatility. As a result, the
institution license under PSD2 which can be passported local levels), Group could be restricted in securing financing to fund
into other European markets under EU regulation. In ad- – Significant investments in the start-up phase which may operating activities, which could limit the Group’s ability to
dition, an international Fintech Legal and Compliance lead to tax loss carry-forwards at central and local level, compete in certain markets. In the context of current mac-
team has been established as part of our legal and com- – Different operational requirements and stages of devel- roeconomic developments, the Group is facing increasing
pliance department. opment of local operating units, cost of capital.
– Limited availability of industry-related comparable data
Non-Compliance with Data Protection Laws used for transfer pricing purposes. Measures: To manage liquidity risk, we carry out a month-
Risk description: Strict requirements under applicable ly analysis of anticipated cash flows, adjust funding of sub-
data protection laws may adversely affect our strategy for Consequently, a different regulatory view may lead to uni- sidiaries and investment proposals and reallocate Group
processing personal data as part of our marketing initia- lateral transfer pricing adjustments and associated double internal liquidity to secure the Group’s going concern.
tives and business processes. Simultaneously, non-compli- taxation. Long-term capital raising options include, among others,
ance with applicable data protection regulations could capital increases from authorized equity capital, utilization
lead to civil liability claims, fines, reputational damage to Measures: The Group’s current transfer pricing model aims of existing revolving credit facilities, new debt capital as
our brands, and the loss of business partners and end to take into account the aspects mentioned above. Our well as securitization / divestment of financial assets (refer
customers. Central Tax department, in cooperation with reputable tax to Section B.4. “Subsequent Events” of the Combined Man-
advisors and regional / local tax managers, regularly re- agement Report for a detail on the syndicated financing
Measures: We have subjected our data processing activi- views and updates the model for active management. In transaction occurred in March 2024). The Group also mon-
ties to a critical review regarding the General Data Protec- addition, the global transfer pricing model has been adjust- itors and adjusts spending in its operations as needed.
tion Regulation (“GDPR”) and adapted security measures ed and enhanced considering international and national
pursuant to Articles 25 and 32 GDPR. In addition, the regulations as well as business developments of the Group Interest Rate Risk
Group has installed a data protection management system to proactively manage transfer pricing risks. As a result, a Risk description: Following the syndication of the $ 825 mil-
to ensure compliance with data protection reporting ob- new / updated transfer pricing model has been implement- lion term loan facility and the € 300 million term loan facil-
ligations. Furthermore, we have established a global net- ed as of January 1, 2023. ity in 2022, each bearing interest based on a floating rate,
work of local and regional data protection professionals the Group’s exposure to interest rate volatility increased.
to ensure compliance with local legal requirements. Last- Interest rate increases may have a negative impact on the
ly, we have expanded our data privacy compliance with a cost of capital and the financing cash flows as well as an
number of internal policies and work instructions, for adverse effect on operational spending. Subsequent to the
example the retention of personal data or the handling of reporting period date of December 31, 2023, the Group’s
data subject inquiries. exposure to interest rate volatility increased further as a
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result of the syndication of add-on term loan facilities of Measures: For significant foreign currency exposure, par- Fraudulent Activities
$ 550 million and € 240 million in March 2024, both of ticularly in the context of M&A transactions the Group Risk description: The Group is exposed to fraudulent activ-
which bear interest based on a floating rate. considers the utilization of foreign currency hedging in- ities related to marketing vouchers and payment options.
struments. In Argentina, we use “blue-chip swaps” to mit- Irregularities have been registered where users have creat-
Measures: The Group’s Treasury department is constantly igate U.S. dollar / Argentine peso exchange rate risks as- ed multiple accounts to exceed the number of designated
monitoring interest rate movements and is assessing hedg- sociated with the funding of the Argentine operations. In vouchers per user. In addition, we offer various payment
ing options as well as mitigating measures, including the Türkiye, we reduce the exposure through monthly financ- options to our customers. The payment options include
investment of the Group’s available cash balances at banks ing in U.S. dollars and by entering into contracts in U.S. cash, credit card or online bank transfer. Fraudulent actions
on a short-term basis to partially offset the effect of in- dollars (e.g. tenancy agreements) with forwards. Venezue- in online payment functions may lead to chargebacks.
creased interest payments. To mitigate this risk, on January la operates with the U.S. dollar as its functional currency, Chargebacks by payment institutions and abuse of vouch-
18, 2023, Delivery Hero entered into an interest swap ar- which mitigates inflationary risks of the Venezuelan ers increase costs and negatively affect profitability targets.
rangement with a notional amount of $ 400 million to bolívar. The Group’s Treasury department monitors the
hedge a portion of the floating interest rate on the Dollar development of foreign currencies and evaluates the use Measures: As preventive measures, dynamic technical rules
Term Facility. Under the swap arrangement, the base rate of hedging measures. Scenario calculations on the appre- and fraud monitoring systems have been set up. We there-
(Term SOFR) was fixed at an (blended) interest rate of 3.29% ciation and depreciation of foreign currencies and their fore use a mix of in-house developed solution and licensed
for the period from February 12, 2024 to November 12, impact on our earnings can be found in Section H.3. in applications from third-party companies, in order to iden-
2025. The swap agreement is a derivative financial instru- the Notes to the Consolidated Financial Statements. tify, prevent, and monitor fraudulent activities.
ment, measured at fair value through profit and loss with
a fair value of € 4.9 million as of December 31, 2023. Fair Value Risk
Risk description: The Group selectively uses derivative
Foreign Exchange Risk financial instruments. Derivative financial instruments pri-
Risk description: Due to our global footprint, we are ex- marily include option arrangements and embedded con-
posed to the risk of exchange rate fluctuations between version rights in convertible bonds issued. These financial
foreign currencies and the euro through our operating and instruments are subject to the risk of changes in fair value,
investing activities. Transaction risk exists in our operating which are recognized in profit or loss. Changes in fair val-
business, in particular due to intercompany funding ar- ue may be related to performance and / or the market.
rangements in foreign currencies. Furthermore, translation Negative fluctuations may adversely affect the Group’s net
risk arises from the translation of net assets, income, and assets and net income.
expenses of foreign subsidiaries with functional currencies
other than the euro (Group reporting currency). Foreign Measures: We counter the fair value risk of investments by
exchange risk exists in particular due to fluctuations in val- analyzing the investment option in advance through a due
ue of the Argentine peso, Turkish lira, South Korean won, diligence process and by consequential review of invest-
U.S. dollar, Saudi riyal, and Kuwait dinar. Argentina, Türkiye, ment performance in light of strategic options. Derivative
Ghana and Lebanon, where we operate, are considered financial instruments are used in exceptional cases only,
hyperinflationary economies under IAS 29. mainly M&A transactions and derivatives embedded in fi-
nancing transactions.
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1 Co-branding cards are a result of a partnership between Delivery Hero (or another type of business) and a financial institution or card network, such as Visa, Mastercard or American Express.
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D. Outlook The above mentioned forecasts are based on the assump- However, if global growth turns out to be stronger than
tions that fuel and non-fuel commodity prices will decline anticipated and if geopolitical tensions ease, it would en-
1. Macroeconomic and Industry Outlook throughout 2024 and 2025 and that interest rates will de- hance the economic prospects for South Korea, which
According to the latest World Economic Outlook, published cline in major economies. heavily relies on exports.
by the International Monetary Fund (IMF) in January 2024,
the global economy is proving unexpected resilience Below we examine our four regional segments, based on MENA
amidst the aftermath of the COVID-19 pandemic, Russia’s the latest outlooks from the IMF and the World Bank. Notwithstanding headwinds from the geopolitical tension
invasion of Ukraine, the ongoing conflict in the Middle East Please note that the regions described below might differ is another setback to the Middle East and North Africa
and prevailing cost-of-living challenges. in country constellation from Delivery Hero’s geographical (MENA) region, leading to significant human suffering and
segments, but serve as an indication for the economic out- worsening the difficult conditions for economies in the re-
Based to the latest projections, global growth is expected look of the segments. gion and beyond.
to increase 3.1% in both 2023 and 2024, before slightly
rising to 3.2% in 2025 1. Nevertheless, it is still below the Asia According to the IMF, the outlook for the MENA region is
historical annual average (2000–2019) of 3.8% 1. This is due For Asia, the IMF estimates growth of 4.2% and 4.3% in highly uncertain, and downside risks are resurgent. An es-
to central banks raising interest rates to tackle inflation, 2024 and 2025, respectively 2. calation or spread of the conflict in the region, as well as
reduced government spending as debt levels rise, and slug- an intensification of the disruptions in the Red Sea, could
gish growth in productivity. In many countries, inflation is The slowdown in China’s property market will decrease de- have a severe economic impact.
dropping faster than predicted. Global inflation is expected mand in the region. Furthermore, global demand is shifting
to decrease to 5.8% in 2024 and to 4.4% in 2025 1. Overall, from goods to services and from foreign-made products to Inflation in the region is still at high levels, but disinflation
about 80% 1 of the world’s economies are expected to see those made domestically, which does not help boost econ- is expected to continue in most MENA economies. Accord-
lower annual average inflation in 2024. omies in Asia and the Pacific as much. Growth in the medi- ing to the latest IMF report, projections for the inflation rate
um term is predicted to slow down, driven by China’s slow- for the next two years (2024 and 2025) are 14.4% and
With prices rising more slowly and the economy growing ing growth and lower productivity in many other countries 11.6% 3 respectively. The region is forecasted to increase its
steadily, the chance of a sudden economic slowdown has in the region. Inflation is expected to decrease in 2024 real GDP by 2.9% in 2024 and 4.2% in 2025 3.
decreased, and risks to global growth are fairly balanced. across Asia and even faster compared to other regions.
Still, uncertainties remain. On the bright side, if prices keep GDP growth in Saudi Arabia, our largest market in the re-
falling faster, it could make borrowing money easier, which South Korea is estimated to grow 2.3% in 2024 as well as gion, is forecasted to rebound from 2.7% in 2024 to 5.5%
might help to boost the economy even more. On the down- in 2025 1. After a challenging year 2023, exports are ex- in 2025 1. Despite extending voluntary oil production cuts
side, unexpected jumps in oil prices for example due to pected to increase as demand for semiconductors re- for the early part of this year, the country is expected to
political tensions, or disruptions in the supply chain, could bounds. However, high debt payments and inflation will increase its oil output and exports. Additionally, investment
mean that interest rates stay higher for longer. If China’s keep private spending and investment low for now, but in non-oil activities, in line with the government’s Saudi
property market gets worse, or if other countries suddenly they should start to improve in the latter half of 2024. Vision 2030, will play a significant role in driving future
raise taxes and cut spending, it could also slow down glob- Inflation will slowly decrease and is expected to meet tar- growth.
al growth. gets by 2025. Further turmoil in global financial markets
might slow down growth as it makes it harder for consum-
ers and companies to reduce their debts. Rising tensions
between countries could put Korean supply chains at risk.
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In the United Arab Emirates (UAE), GDP is expected to grow invasion, the increase in imports from China only makes up Sector development
3.7% and 3.8% in 2024 and 20254 1, respectively. According for about a quarter of the decrease in imports from the Delivery Hero maintains an optimistic outlook on the
to the IMF, the economy is robust, largely due to strong European Union. Capacity limitations, such as tight labor growth prospects within the food delivery and Quick Com-
domestic activity. While the near-term outlook appears to market conditions and a shortage of domestic labor result- merce industry. We observe a consistent adaptation and
be positive, it is contingent upon several global risks and ing from the invasion, will persist and constrain growth. sustainable evolution in customer behavior and expecta-
uncertainties. Any decrease in oil demand, sluggish global tions. Our belief is that the evolving trends highlighted
growth impacting trade and tourism, sustained high inter- Americas below are enduring and will persist in propelling the in-
est rates, tighter financial conditions, or geopolitical ten- According to the World Bank growth in Latin America and creased adoption of our services among an expanding
sions could hinder growth and strain fiscal and external the Caribbean is expected to reach 2.3% in 2024 and 2.5% consumer base. These will play a pivotal role in shaping
balances. in 2025 1. the industry dynamics for the foreseeable future together
with the constant development of customer preferences
For Türkiye, the World Bank estimates GDP growth to reach The impact of previous increases in interest rates will still and continued urbanization of major cities. Some of these
3.1% in 2024 and 3.9% in 2025 1. This forecast takes contin- affect growth in the short term, but it should have less of trends are:
ued tightening of monetary policy and gradual efforts to an effect over time. As inflation in the area is expected to
consolidate fiscal policies into account. It also assumes im- decrease and match the targets set by each country by late – Convenience: With changing lifestyles globally, conveni-
provements in financial stability and increased exports. 2024, central banks are likely to keep lowering interest ence is one of the first and most sought-after aspects of
Although inflation is expected to remain high in the first rates. any delivery experience. Customers expect to get any-
half of 2024, it is anticipated to gradually decrease in the thing delivered – whatever they need, whenever they
second half of the year, which should help decrease its neg- Argentina’s economy is expected to bounce back. Reports need it, locally and fast.
ative effect on private spending. by the IMF and the World Bank are of different opinion – Quick Commerce: The next generation of e-commerce
regarding the timing though. Whereas the World Bank be- enables the delivery of products to customers almost in-
Europe lieves in a speedy recovery with GDP growing by 2.7% in stantly and whenever and wherever they need them.
The outlook for Europe continues to be uncertain due to 2024 and 3.2% in 2025 1, IMF experts still forecast a negative – Advertising Technologies (AdTech): We have developed
the ongoing war in Ukraine as a major source of vulnera- growth of 2.8% in 2024 and a strong increase to positive a range of products to offer advertising solutions for res-
bility. The Euro area is expected to grow 0.9% in 2024 and growth of 5.0% in 2025 1. Both reports underline the current taurants and vendor partners, helping them to increase
1.7% in 2025 1, while the Emerging and Developing Euro- economic uncertainty. Argentina still faces big challenges their visibility and customer reach, and eventually drive
pean economies are expected to decline from 2.8% in 2024 with regard to its economy and policies, such as high infla- more sales. In our Quick Commerce business, we also
to 2.5% in 2025 1. tion and a steep drop in the value of its currency, which offer advertising products for the consumer goods in-
makes consumers less confident about spending money. dustry.
In the Euro area, as energy prices stabilize and inflation Inflation has increased sharply, recently over 150% 1. Addi- – Artificial Intelligence (AI) is set to improve customer ex-
decreases, leading to higher real incomes, households are tionally, the government does not have much room to perience and operational efficiency, providing benefits
anticipated to increase their spending, which will help drive spend money to boost the economy because it needs to such as personalized recommendations, and optimizing
the economic recovery. In contrast, the expected GDP de- address pressing fiscal sustainability issues. food delivery operations. With advancing AI technology,
cline for Emerging and Developing European economies is the expectation is the emergence of innovative applica-
mainly driven by slower growth in Russia. The tightening tions that will transform the food delivery landscape,
of monetary policy is expected to weaken domestic de- leading to enhanced customer satisfaction, streamlined
mand. There is a noticeable shift in trade towards China, processes, and increased profitability for businesses.
India, and Türkiye, both in terms of exports and imports.
However, for goods affected by sanctions due to the
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– Financial Technology (FinTech): Technology is at the For 2024 we expect adjusted EBITDA of the Segments to
core of everything we do at Delivery Hero. We see signif- grow significantly reaching € 725–775 million. As a result
icant opportunities in introducing advanced FinTech we expect an adjusted EBITDA / GMV margin of more than
solutions to serve our customers’ financial needs. 1.0% for the full year 2024.
– Subscription: Subscribers benefit from free delivery, dis-
counts, and attractive deals, which results in higher or- Due to the fact that we are operating in a relatively young
der frequency, larger baskets, and higher customer satis- and still rapidly evolving industry any forecast on the earn-
faction. ings trajectory is subject to considerable uncertainty. Ad-
– Sustainability: We are committed to sustainability when justed EBITDA is dependent not only on factors that can be
it comes to both our environmental footprint and our impacted by Delivery Hero, but also on those over which it
social impact. We seek to contribute to creating stable has no influence. For example, if the Group was forced to
economic, social and ecological conditions for present defend its position against new competitors in specific mar-
and future generations. kets or to react to revenue downturns, then measures that
may not have been scheduled previously may have to be
2. Company Expectations implemented (e.g. increasing marketing expenditure)
Our performance during the year was characterized by a which can result in a negative development of adjusted
substantial improvement of the Group’s adjusted EBITDA, EBITDA which deviates significantly from the previous esti-
meeting breakeven in the first half of 2023, and further mate. The assumptions on the economic development of
improving on a full year basis. The advancements towards the market and the industry are based on assessments that
our profitability goals were further demonstrated in an up- we consider realistic in line with currently available infor-
lift in adjusted EBITDA / GMV margin for the entire Group mation. However, these estimates are subject to uncertain-
but are likewise observable in our platform and integrated ty and bring the unavoidable risk that the forecasts will not
verticals business. Notable growth in GMV and Total Seg- occur, either in terms of direction or in relation to extent,
ment Revenue complemented our performance. with them. The forecast for the forecast period is based on
the composition of the Group at the time the financial state-
For 2024 we anticipate a slight growth in GMV above the ments were prepared.
level of 2023 (€ 45,275.2 million) and above the growth rate
of 2023. We expect Total Segment Revenue to grow faster
than GMV, moderately increasing compared to 2023
(€ 10,463.2 million) and above the growth rate of 2023.
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E. Supplementary management report The Group also offers global quick commerce solutions, on
to the separate financial Statements the one hand working with local retailers to deliver grocer- Change
of Delivery Hero SE ies, electronics, flowers, pharmaceuticals or other house-
EUR
The management report of Delivery Hero SE and the Group hold items (agent model) and on the other hand operating EUR million 2023 2022 million %
management report have been combined. The annual fi- small warehouses called Dmarts, which are strategically
nancial statements of Delivery Hero SE were prepared in located in densely populated areas to deliver smaller Revenue 319.4 281.6 37.8 13.4%
accordance with the German Commercial Code (Handels- amounts of groceries and other convenience products in Increase or
decrease in
gesetzbuch “HGB”). less than an hour, sometimes within ten to 15 minutes finished and
(principal model). Orders for both models are placed via unfinished
products and
1. Business Model DH’s own platforms. services –1.0 –0.1 –0.9 >100%
Delivery Hero SE (the “Company” or “DH SE”) is a European Other own work
stock corporation and the parent company of the Delivery As part of its business activities, the company offers its sub- capitalized 57.4 35.3 22.1 62.6%
Hero Group with its registered office at Oranienburger sidiaries consulting, IT, management, marketing, personnel Other operating
income 536.8 1,696.8 –1,160.0 −68.4%
Strasse 70, 10117 Berlin, Germany. and financial services. In addition, the company takes on
Material expenses –16.9 –19.9 3.0 −15.1%
intragroup project assignments, provides temporary per-
Delivery Hero SE is the holding company of Group subsid- sonnel, concludes global contracts, provides system solu- Personnel
expenses –642.0 –621.0 –21.0 3.4%
iaries that operate meal ordering platforms on the internet tions and develops business concepts. The company also
Depreciation,
under various brand names. Users (orderers) are directed finances direct and indirect investments. amortization and
to restaurants and can use meal delivery services. Delivery impairments –3,092.0 –2,177.3 –914.7 42.0%
Hero’s ordering platforms are designed to meet the local The Company is managed by the Executive Board that de- Other operating
expenses –1,001.5 –605.5 –396.0 65.4%
needs of their users who can choose from a wide range of cides on the Group’s strategy. In its function as a Group
Interest result 1 –122.3 –38.5 –83.8 >100%
meal options from restaurants in their area. Orders can be holding company, Delivery Hero SE performs functions such
placed via app or website and are subsequently paid for as Group Controlling and Accounting, Investor Relations,
Investment result 2 163.7 179.5 –15.8 –8.8%
either in cash or via online payment methods. Customer Risk Management, Internal Audit, Group Taxation, Mergers
Earnings before
orders are delivered either by the Company’s own fleet of and Acquisitions, Treasury, Legal Department and Human taxes (EBT) –3,798.5 –1,269.1 –2,529.4 >100%
drivers consisting of third-party drivers and drivers from Resources Management.
Income taxes 53.2 –32.0 85.2 >100%
DH, by independent providers of logistics services, or by
the partner restaurants themselves. Delivery Hero offers its 2. Situation Net loss –3,745.3 –1,301.3 –2,444.0 >100%
partner restaurants a delivery and checkout system to in- a) Result of operations 1 Includes income from financial assets (loans to affiliates), interest and similar
income, interest and similar expenses and additionally in the prior year
stantly view and accept orders placed through the platform. The result of operations of Delivery Hero SE is shown in the negative interests paid on short term investments.
In addition, Delivery Hero offers products and services for condensed income statement right: 2 Includes income from dividends from investments in affiliated companies and
expenses from loss transfers from affiliated companies.
restaurants such as shipping, packaging and advertising
and printing services. In addition to ordering food online,
the Group’s platforms also offer restaurants and vendors The increase in revenues in 2023 is mainly due to higher
without their own delivery capabilities the option to deliv- demand for intragroup services and the change in the trans-
er food to orderers via delivery services. Dispatch software fer pricing model. As part of the change, the provided in-
enables fast and efficient order processing. tercompany services were expanded.
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In 2023, a total of € 57.4 million (previous year: € 35.3 mil- Personnel expenses rose by € 21.0 million to € 642.0 mil- Impairments on investments, other investments, securities
lion) in personnel expenses were capitalized for the devel- lion (previous year: € 621.0 million) compared to the pre- and other loans relate mainly to other investments.
opment of new intangible assets in connection with the vious year. The increase in personnel expenses is mainly
implementation, development and adaptation of software. due to the increase in headcount in IT staff during the year Other operating expenses increased by € 396.0 million to
2023 and due to market-related adjustments of compen- € 1,001.5 million, mainly due to higher intercompany ex-
In the financial year, write-ups of € 161.8 million (previous sation for existing and new employees. Expenses for penses of € 517.4 million (2023: € 604.0 million; previous
year: € 450.6 million) for shares, loans and receivables from share-based payment included in this figure decreased by year: € 86.6 million). The increase was in particular caused
affiliated companies and write-ups of € 50.8 million (previ- € 37.1 million (2023: € 242.1 million, previous year: by changes in the transfer pricing model under which,
ous year: € 0.0 million) for securities held as fixed assets € 279.2 million). This is primarily due to the change in the starting from 2023, the company grants certain affiliated
were recognized in the financial year since the reasons for LTIP allocation agreement, which has been limited to one companies market support payments and compensation
the expected permanent impairment have ceased to exist. annual tranche starting in 2023, compared to four tranch- payments under the transactional net margin method. As
The assessment regarding the omission of the reasons for es granted simultaneously in the past. of the reporting date, the obligations amounted to
a permanent impairment was made on the basis of a share € 344.7 million. Furthermore, the waiver of certain loans
valuation using a DCF model. The write-ups resulted pri- Depreciation, amortization and impairments are split as to and receivables from affiliated companies led to ex-
marily from improved sustainable earnings prospects. They follows: penses of € 155.0 million in the financial year (previous
related to companies in Asia (€ 94.1 million), Middle East year: € 0.0 million). The services received from Group-in-
(€ 36.6 million), Europa (€ 27.2 million) and America ternal personnel for the implementation of Group-wide
(€ 3.9 million). projects increased by € 28.2 million.
EUR million 2023 2022
Furthermore, the operating income of the reporting period Realized and unrealized losses from foreign currency trans-
Intangible assets 32.0 21.9
comprises € 182.1 million (previous year: € 167.3 million) lation rose by € 30.8 million. Expenses for server costs in-
in pass-through charges within the Group that do not qual- Property, plant and equipment 6.3 5.3 creased by € 17.4 million.
ify as revenue and € 63.8 million (previous year: € 97.1 mil- Shares in affiliated companies 1,780.4 1,390.1
lion) of realized and unrealized foreign currency gains. Loans to affiliated companies 1,071.6 228.3 This was offset by the € 152.3 million decrease in other
Investments, other investments,
operating expenses to third parties compared to the previ-
As part of a business agreement with a payment service securities and other loans 177.8 468.1 ous year. The corresponding figures for the previous year
provider, the conditions for the realization of a sign-on bo- Trade receivables 23.9 63.6 were influenced by special effects. In the financial year,
nus payment received were deemed to have been met and additions to provisions for legal risks were lower at the
thereof against affiliated companies 23.8 63.0
accordingly recognized in the income statement under oth- amount of € 107.5 million, bank fees were lower at the
Total 3,092.0 2,177.3
er operating income in the amount of € 39.7 million in the amount of € 31.4 million and losses from the disposal of
financial year. financial assets were lower at the amount of € 18.1 million
In the financial year, impairment losses on shares in and compared to the previous year.
The year-on-year decrease of € 3.0 million in material ex- loans to affiliated companies and on receivables from af-
penses resulted mainly from lower expenses for restaurant filiated companies related to companies in Europe Interest result includes income from loans held as financial
and delivery equipment (“rider equipment”) that were, to a (€ 1,586.0 million; previous year: € 694.5 million), Asia assets and other interest and similar income amounting to
lesser extent in 2023, purchased centrally and resold as part (€ 532.4 million; previous year: € 249.1 million), South € 227.9 million (previous year: € 130.6 million), mainly con-
of shared service center functions for Group subsidiaries. America (€ 428.2 million; previous year: € 385.7 million) sisting of interest income from loans to subsidiaries. Inter-
and the Middle East (€ 329.2 million; previous year: est income also includes income from the partial repur-
€ 352.0 million). This was mainly due to business plan chase of bonds I and II (see Section “E.2.c) Net assets”) in
adjustments as a result of a difficult market environment the amount of € 51.3 million and interest income in con-
as well as increased capital costs. nection with interest-bearing short-term time deposits.
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The interest result also includes interest expenses of The net loss for the year 2023 includes research and de- were made to affiliated companies in connection with cap-
€ 350.2 million (previous year: € 169.1 million), which com- velopment expenses of € 339.3 million (previous year: ital increases and payments of € 762.8 million were made
prise mainly interest on convertible bonds and interest on € 295.3 million). in connection with loans issued. In addition, payments of
loans received within the Group (see Section “E.2.b) Finan- € 148.1 million were made for subsequent acquisition costs
cial position”). Interest expenses also include expenses Overall, the results of operations and thus the result in 2023 in the course of M&A-transactions. This was offset primarily
from the straight-line distribution of the discount from is significantly influenced by the impairments recognized by payments received from dividend payments amounting
Convertible Bonds I, II, III and IV reported in the prepaid on financial assets, the expenses from the change in the to € 582.5 million and loan repayments amounting to
expenses in the amount of € 136.7 million and from inter- Group’s internal transfer pricing model, the interest costs € 236.6 million. Further payments received resulted from
company loans in the amount of € 8.2 million. in connection with the issue of convertible bond IV and the the reduction of short-term bank deposits in the amount of
assumption of losses as a result of the implementation of € 63.3 million, as well as interest received from affiliated
Investment result comprises income from investments and the profit and loss transfer agreements. companies amounting to € 62.4 million.
expenses from loss absorbtion incurred for the first time in
2023. The income from investments results from dividend b) Financial position Cash flow from financing activities is characterized by
payments from subsidiaries in the amount of € 582.5 mil- The following condensed cash flow statement (indirect the proceeds from the convertible bond placed on 21 Feb-
lion (previous year: € 179.5 million) and the expenses from method) shows the Company’s financial position: ruary 2023 (“Convertible Bond IV”) in the amount of
loss absorption from the profit and loss transfer agree- € 996.4 million and the raising of intercompany loans in
ments concluded with certain affiliated companies in the the total amount of € 342.7 million. This was offset by
financial year 2023 in the amount of € 418.9 million. EUR million 2023 2022 payments for repurchases of convertible bonds in the
amount of € 675.1 million, interest paid on the convertible
Of the income from income taxes in the amount of Cash and cash equivalents at the bonds in the amount of € 61.2 million and on intercom-
beginning of the financial year 247.6 1,023.8
€ 54.8 million (previous year: € 31.8 million), € 97.1 million pany loans in the amount of € 108.6 million.
Cash flows from operating activities –258.4 –444.4
is attributable to income from deferred taxes (previous
year: € 4.1 million) and € 42.3 million (previous year: Cash flows from investing activities –446.6 –1,234.1 The debt structure is shaped by the term loans and con-
€ 35.3 million) to expenses from current taxes. Cash flows from financing activities 493.6 911.8 vertible bonds. The term loans refer to debt financing tak-
Net change in cash and cash en out in 2022, which consists of a term loan of $ 825 mil-
Deferred tax income includes deferred tax assets on loss equivalents –211.4 –766.7 lion (“Dollar Term Facility”) and a term loan of € 300 million
carryforwards. Deferred tax liabilities of € 57.1 million as at Effect of movements in exchange rates (“Euro Term Facility” [together “term loans”]). The term
the reporting date have changed compared to the previous on cash and cash equivalents –0.4 –9.5 loans have a term of 5.25 years (remaining term on the
year (€ 31.6 million), particularly with regard to the recog- Cash and cash equivalents at the end reporting date: 3.62 years). The convertible bonds consist
of the financial year 35.8 247.6
nition of deferred tax liabilities of € 122.6 million in con- of unsubordinated, unsecured convertible bonds placed in
nection with the recognition of the conversion right of the the years 2020 to 2023 in the total amount of € 5,500.0 mil-
convertible bond issued on February 13, 2023 (see section The negative cash flow from operating activities is mainly lion, which mature in the years 2024 to 2030 (see Section
“E.2.c) Net assets”). The change in deferred tax liabilities the result of normal business payments, for example per- “Events after the balance sheet date” in the notes to the
had the opposite effect, resulting in the recognition of de- sonnel expenses, IT expenses and consulting services, financial statements of DH SE). As at the reporting date,
ferred tax assets through profit or loss. € 21.9 million (pre- which were only partially covered by Group-internal re- the remaining liabilities from term loans amounted to
vious year: € 17.1 million) of current taxes relate to taxes charges. € 1,102.3 million after repayments and from convertible
in foreign jurisdictions in which Delivery Hero SE is liable bonds to € 4,689.8 million after repurchases up to and
for tax as a shareholder and € 20.2 million (previous year: Cash flow from investing activities includes mainly payments including December 31, 2023 (see Section “Events after
€ 19.6 million) to foreign withholding tax. for the financing of subsidiaries through capital increases the balance sheet date” in the notes to the financial state-
and long-term loans. In total, payments of € 401.7 million ments of DH SE).
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Non-current assets as of December 31, 2023 mainly con- Current assets as of December 31, 2023 comprise mainly Provisions mainly comprise provisions for leagl risks
sist of shares in affiliated companies (€ 6,420.4 million, receivables from affiliated companies, other assets and oth- € 111.0 million (previous year: € 131.0 million), outstanding
previous year: € 7,043.4 million), loans to affiliated com- er securities of € 646.1 million (previous year: € 1,237.3 mil- invoices (€ 34.8 million, previous year: € 45.9 million) and
panies (€ 1,184.5 million, previous year: € 1,808.0 million), lion) and cash and cash equivalents of € 35.8 million (pre- other personnel provisions (€ 19.3 million, previous year:
securities (€ 197.2 million, previous year: € 168.3 million) vious year: € 247.6 million). The rights to outstanding € 8.1 million).
and shares in other investments (€ 79.0 million, previous Woowa shares previously recognized with an amount of
year: € 236.1 million). The change in fixed assets is main- € 584.0 million in connection with the Woowa acquisition Liabilities as of December 31, 2023 mainly comprise the
ly due to the financing of subsidiaries through capital in 2021 decreased by € 530.9 million to € 53.1 million as redemption amounts (including accrued interest) of the
increases, the issue of loans and impairment losses on a result of the transfer of the shares during the year. In convertible bonds issued (€ 4,689.8 million, previous year:
financial assets. addition, fixed-term deposits decreased by € 318.4 mil- € 4,406.0 million) and of the loans received from affiliated
lion to € 19.8 million (previous year: € 338.2 million). An companies in the financial year (€ 1,467.8 million, previous
opposite effect arose from the increase in other securities year: € 1,143.6 million).
by € 248.0 million to € 257.3 million (previous year:
€ 9.3 million).
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On February 21, 2023, Delivery Hero SE placed a further d) Overall assessment The liquidity situation is considered stable, taking into ac-
tranche of unsubordinated, unsecured convertible bonds The development of Delivery Hero SE depends to a large count the unutilized financing options, such as the sale of
(“Convertible Bond IV”) in the total amount of € 1,000.0 mil- extent on the development of the Group and its opportu- financial assets, the availability of short-term deposits, the
lion. The bonds with a denomination of € 100,000 each nity and risk situation. Accordingly, we refer to the Group’s transfer of cash from affiliated companies and the use of
were issued at 100% of their nominal amount and are list- opportunity and risk report. The statements on the oppor- overdraft facilities.
ed on the Frankfurt Stock Exchange in the over-the-counter tunity and risk situation also apply to the annual financial
segment. The holder of the convertible bond is entitled to statements of Delivery Hero SE under commercial law, were Considering the financing transaction explained in the sup-
convert the bond into shares at any time during the con- these risks affect the measurement of financial assets and plementary report (“Events after the balance sheet date” in
version period. The number of shares is calculated on the the results transferred from subsidiaries. the notes to the financial statements of DH SE) and its
basis of the nominal amount to be converted and the con- strenghtening effect on the cash position as well as the
version price applicable on the conversion date. In total, As the company’s net assets, financial position and results optimization of the maturity profile in the financing struc-
the convertible bond securitizes subscription rights for of operations are largely determined by the ability of the ture, the situation is assessed as overall positive.
17.3 million shares at the time of issue. Group companies to generate sustainable positive results
and cash flows, please refer to the Group’s lookout. Berlin, April 23, 2024
In 2023, Delivery Hero completed partial repurchases of the
outstanding Convertible Bond I – Tranche A and Convertible The annual result is a financial key performance indicator Delivery Hero SE
Bond II – Tranche A maturing in 2024 and 2025 with nom- for the company. The result in 2023 is significantly influ-
inal amounts of € 476.4 million and € 250.0 million and a enced by impairments on financial assets, the placement The Management Board
total cash payment of € 675.1 million including commis- of Convertible Bond IV, first time expenses from profit and
sions. The repurchased bonds were canceled after repur- loss transfer agreements, the change in the Group’s internal
chase. The profit resulting from the repurchase amounted transfer pricing system and the interest incurred on inter-
to € 51.3 million and is included in similar income. company loans.
Compared to the previous year, deferred tax liabilities (after The outlook from the previous year to achieve a significant- Niklas Östberg Emmanuel Thomassin
netting) increased by € 25.5 million . The increase is main- ly lower net loss in the financial year could not be achieved
ly due to the initial recognition of the conversion right for due to extraordinary effects 1. Overall, the company expects
the convertible bond IV with no effect on income, the in- a significantly lower net loss for the financial year 2024
crease in the difference from internally generated intangi- compared to the current year before extraordinary effects.
ble assets and the different treatment of currency effects.
The amortization of the discount for the convertible bonds Overall, the company’s net assets, financial position and Pieter-Jan Vandepitte
and the netting with deferred tax assets on loss carryfor- results of operations presents weaker than in the previous
wards had an opposite effect. year due to the low level of cash and cash equivalents on
the reporting date and the impairments on financial assets.
Due to the decreasing funding requirements of the subsid-
iaries and a solid equity ratio, the Management Board still
considers the economic situation to be positive.
1 Impairments / write-ups of financial assets and effects from profit and loss transfer agreements.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
3. C
ompensation 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 Com-
pensation report of the 2023 Annual Report is incorporated
by reference into this Combined Management Report and
published on the website of Delivery Hero SE O( Compen-
sation, link unaudited by KPMG).
126
CONSOLIDATED
FINANCIAL
STATEMENTS
CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 129
EUR million Note Dec. 31, 2023 Dec. 31, 2022 EUR million Note Dec. 31, 2023 Dec. 31, 20221
Intangible assets F.1. 6,455.7 7,884.8 Share capital / Subscribed capital F.9.a) and b) 270.7 265.1
Property, plant and equipment F.2. 746.7 804.9 Capital reserves F.9.c) 10,261.7 9,762.8
Other financial assets F.3. 408.3 588.6 Retained earnings and other reserves 1 F.9.d) –8,878.2 –6,300.4
Other assets F.4. / H.1. 26.2 38.3 Treasury shares F.9.e) –0.7 –7.8
Deferred tax assets F.5. 8.8 4.6 Equity attributable to shareholders of the
parent company 1,653.5 3,719.7
Investments accounted for using the
equity method D.3.c) 7.6 9.9 Non-controlling interests –4.1 54.0
7,653.3 9,331.4 1,649.4 3,773.7
2,944.4 2,402.3
Total assets 10,487.8 12,860.2 Total equity and liabilities 10,487.8 12,860.2
1 Adjusted.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
EUR million Note 2023 20221 EUR million Note 2023 20221
IT expenses G.4. –587.6 –517.3 Items that may be reclassified to profit or loss in
subsequent periods:
General administrative expenses G.5. –1,744.2 –1,724.6
Foreign currency translation differences F.9.d) –154.6 484.2
Other operating income G.6. 76.5 45.9
Other comprehensive income, net of tax –157.9 484.5
Other operating expenses and goodwill impairment 1 G.7. –885.3 –825.9
Total comprehensive income –2,462.6 –2,509.0
Impairment losses on trade receivables and other assets –30.9 –38.9
Net result attributable to:
Operating result –1,656.9 –2,294.6
Shareholders of the parent –2,297.5 –3,008.4
Net interest result G.8. –232.2 –179.1
Non-controlling interests –7.2 14.9
Other financial result G.9. –266.1 –257.2
Total comprehensive income attributable to:
Share of profit or loss of associates and joint ventures
accounted for using the equity method G.10. –7.4 –121.4 Shareholders of the parent –2,458.7 –2,520.7
Earnings before income taxes –2,162.6 –2,852.3 Non-controlling interests –3.9 11.7
Net result –2,304.7 –2,993.5 Diluted and basic earnings per share in EUR 1 –8.57 –11.28
1 Adjusted.
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Balance as of Jan. 1, 2023 265.1 9,762.8 –6,394.4 103.0 –9.0 –7.8 3,719.6 54.0 3,773.7
Balance as of Dec. 31, 2023 270.7 10,261.7 –8,811.0 –55.9 –11.3 –0.7 1,653.5 –4.1 1,649.4
1 Treasury share figures as indicated in the table above consist of (i) 23,710 treasury shares owned by Delivery Hero SE and (ii) 704,153 shares held in escrow by agent Prof. Dr. Hagen Hasselbrink, which are restricted for the Woowa transaction.
2 Includes effects from hyperinflationary economies of € −119.1 million.
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Balance as of Jan. 1, 2022 251.0 8,901.9 –3,323.6 –384.4 –9.3 –7.8 5,427.8 16.0 5,443.8
Balance as of Dec. 31, 2022 265.1 9,762.8 –6,394.4 103.0 –9.0 –7.8 3,719.6 54.0 3,773.7
1 Adjusted.
2 Treasury share figures as indicated in the table above consist of (i) 51,264 treasury shares owned by Delivery Hero SE and (ii) 7.743.043 shares held in escrow by agent Prof. Dr. Hagen Hasselbrink, which are restricted for the Woowa transaction.
3 Retained earnings included effects from hyperinflationary economies of € −62.3 million.
132
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EUR million Note 2023 20221 EUR million Note 2023 20221
Income tax expense 142.1 141.2 Proceeds from capital contributions F.9. – 3.6
Income tax paid –198.1 –68.1 Payments for the acquisition of non-controlling
interests D.2.b) –287.8 –
Amortization and depreciation F.1./F.2. 475.1 476.2
Proceeds from bonds and borrowings F.10./F.13. 1,000.6 1,066.8
Write-downs of financial assets – 11.4
Repayments of financial liabilities –1,002.2 –260.1
Impairment of goodwill and other intangible assets 1
F.1. 1,004.7 748.4
Interest paid –173.4 –92.6
Increase in provisions F.11. 63.0 103.6
Dividends paid –3.3 –
Non-cash expenses from share-based payments G.5. 247.4 325.9
Cash flows from financing activities –466.1 717.6
Other non-cash expenses 139.4 78.7
Loss on disposals of non-current assets 4.2 16.5 4. CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
Gain (–) / loss (+) on deconsolidation 11.7 –0.3 Net change in cash and cash equivalents –654.6 –39.1
Increase in inventories, trade receivables and other Effect of exchange rate movements on cash and
assets –213.6 –171.0 cash equivalents –103.8 8.6
Cash and cash equivalents at the beginning of
Increase in trade and other payables 250.5 250.5 the period 2 F.8. 2,417.8 2,448.3
Interest and similar income (−) / expense (+) and fair
value gains (−) / losses (+) G.8./G.9. 358.9 391.8 Cash and cash equivalents at the end of the period 1,659.4 2,417.8
133
NOTES TO THE
CONSOLIDATED
FINANCIAL
STATEMENTS
NOTES TO THE
CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 134
A. General information The consolidated financial statements are prepared in euro. B. Material Accounting policies
Unless otherwise stated, all figures have been rounded to The financial statements of the Company and of the sub-
1. Company Information the nearest € million. Disclosures on changes are based on sidiaries are prepared according to uniform accounting
As of December 31, 2023, the Delivery Hero Group (also: exact values. In addition, for computational reasons, there policies. Unless otherwise stated, the Group consistently
“DH”, “DH Group”, “Delivery Hero” or “Group”) offers online may be rounding differences to the exact mathematical applied the following accounting policies to all periods
food ordering, quick commerce, and delivery services in values in tables and references. presented in these consolidated financial statements.
over 70 countries across Asia, the Middle East and Africa,
Europe and Latin America. In October 2023, the economy of Ghana began to be The Group adopted Disclosures of Accounting Policies
viewed as hyperinflationary. Accordingly, the Group applies (Amendments to IAS 1 and IFRS Practice Statement 2) from
Delivery Hero SE (the “Company”) is the parent company the hyperinflationary accounting requirements of IAS 29 – January 1, 2023. The amendments require the disclosure of
and ultimate controlling party, domiciled at Oranienburger Financial Reporting in Hyperinflationary Economies to its “material”, rather than “significant”, accounting policies.
Strasse 70, 10117 Berlin, Germany. The Company is regis- operations in Ghana. As the presentation currency of the Although the amendments did not result in any changes to
tered with the commercial register of the Local Court of Consolidated Financial Statements is that of a non-hyper- the accounting policies themselves, they impacted the ac-
Berlin Charlottenburg under HRB 198015 B. inflationary economy, comparative amounts were not ad- counting policy information disclosed in this chapter in
justed for changes in the price level or exchange rates in certain instances.
These Consolidated Financial Statements comprise Delivery the current year.
Hero SE and its subsidiaries. The Management Board pre- 1. Methods of Consolidation
pared the Consolidated Financial Statements and the Com- Argentina, Lebanon 1 and Türkiye continue to be considered a) Subsidiaries
bined Management Report by April 23, 2024, and submit- hyperinflationary economies. Accordingly, the Group ap- Subsidiaries are entities directly or indirectly controlled by
ted these directly to the Supervisory Board for approval. plies the hyperinflationary accounting requirements of the Company. The Company controls an entity when it is
The Supervisory Board approved the Consolidated Financial IAS 29 – Financial Reporting in Hyperinflationary Economies exposed to variable returns from its involvement with the
Statements and the Combined Management Report on to its Argentine, Lebanese and Turkish operations. IAS 29 is entity and has the ability to affect those returns through its
April 23, 2024. not applied to any other operations of the Group. ability to use power over the entity. Subsidiaries are con-
solidated in the consolidated financial statements of the
2. Basis of Preparation of the Consolidated The Consolidated Financial Statements and the Combined Group. First-time consolidation occurs at the date of ob-
Financial Statements in accordance with IFRS Management Report are published in the German Compa- taining control.
The Consolidated Financial Statements of DH Group have ny Register (Unternehmensregister).
been prepared in accordance with the International Finan- The Group accounts for business combinations applying
cial Reporting Standards (IFRS) as adopted by the European The preparation of Consolidated Financial Statements in the acquisition method. In applying the acquisition meth-
Union. The preparation of the consolidated financial state- accordance with IFRS requires judgments, estimates, and od, the consideration transferred and the net assets iden-
ments occurred under application of the provisions of Reg- assumptions that affect the application of accounting pol- tified are measured at fair value. A positive difference be-
ulation (EC) No. 1606 / 2002 of the European Parliament and icies and the reported amounts of assets and liabilities, tween the consideration transferred and the identifiable
of the Council of July 19, 2002, on the application of inter- income, and expense. Actual results may differ from these net assets is capitalized as goodwill. A negative difference
national accounting standards in conjunction with Sec- estimates. Areas involving a higher degree of judgment is immediately recognized in profit or loss.
tion 315e (1) of the German Commercial Code (HGB), taking or areas where assumptions and estimates are significant
into consideration the supplementary provisions of German to the Consolidated Financial Statements are disclosed in Non-controlling interests constitute the share of profit or loss
commercial law. Section B.16. and net assets in a subsidiary that are not attributed to the
parent’s shareholders and are presented separately. Changes
1 The Group ceased its minor operations in Lebanon during the second half of 2023.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
in the Group’s interest in a subsidiary that do not result in a financial statements. They are listed in the List of Sharehold- Transactions in foreign currencies are translated into the
loss of control are accounted for as equity transactions. ings in Section H.12. functional currency of each Group subsidiary at the ex-
change rates on the transaction date. Monetary assets and
Obligations arising from written put options issued to hold- c) Joint arrangements liabilities denominated in foreign currencies are translat-
ers of non-controlling interests are determined based on A joint arrangement is an arrangement of which two or ed into the functional currency at the exchange rate at
the assessment of whether, substantially, all the returns more parties have joint control. As of the reporting date, each reporting date. Non-monetary items carried at his-
associated with the underlying ownership interest are the Group had two (previous year: one) joint venture in- torical cost are reported using the exchange rate at the
transferred to the parent. This circumstance is met (i) if, cluded at equity in the consolidated financial statements. date of the transaction. Non-monetary items carried at fair
from an economic perspective, the instrument will be ex- It is listed in the List of Shareholdings in Section H.12. value are reported at the rate that existed when the fair
ercised in substantially all cases and (ii) if the sensitivity of values were determined.
the exercise price to the variations in the fair value of the 2. Going concern premises as basis of accounting
ownership interest is sufficiently low that substantially all The consolidated financial statements are prepared under Foreign exchange gains and losses are generally recognized
of that variation accrues to the parent. In this case, the the premises of going concern for the consolidated group. in profit or loss (other financial result). Exchange differenc-
obligations arising from written put options issued to hold- The management board expects to have sufficient funds to es arising on a monetary item that forms part of a reporting
ers of non-controlling interests are accounted for as finan- continue the business activities for the forecast period of 12 entity’s net investment in a foreign operation are recog-
cial liabilities and the related non-controlling interests are months, therefore meeting the going concern prognosis. nized in other comprehensive income (OCI) in the consoli-
no longer recognized. dated financial statements.
With respect to existing reclassification risks of couriers in
When the Group loses control over a subsidiary, it derecog- the Group’s consolidated subsidiary Glovoapp23 S.A., Spain, For the purpose of inclusion in the consolidated financial
nizes the assets and liabilities of the subsidiary, recognizes which may expose this subsidiary to additional social secu- statements, the assets and liabilities (including goodwill
any investment retained in the former subsidiary at its fair rity charges and penalties, we emphasize that if these risks and fair value adjustments arising on acquisitions) of sub-
value and subsequently accounts for it in accordance with should comprehensively materialize such payments may sidiaries whose functional currency is not the euro are
relevant IFRSs and recognizes any gain or loss associated not be satisfied within its operating business activities with- translated using the exchange rates at the reporting date.
with the loss of control attributable to the former con- out additional financial support of Delivery Hero SE. Con- Income and expenses are translated into euro at the dates
trolling interest. sequently, significant uncertainty exists with respect to the of the transactions, approximated by average exchange
ability of Glovoapp23 S.A., Spain, to continue as a going rates.
Expenses and income, as well as receivables and payables concern. Delivery Hero SE provided a letter of comfort lim-
between consolidated entities, are eliminated along with ited in amount and time until May 2025 that would cover When a foreign operation is disposed of, the cumulative
intragroup profits and losses arising from intragroup trans- expected operating losses and certain liabilities for legal amount of foreign exchange reserve related to that foreign
actions except for foreign currency transaction gains or risks. Refer to Section C.4.a) of the Combined Management operation is reclassified to profit or loss as part of the gain
losses. Report for further details. or loss on disposal.
The List of Shareholdings in Section H.12. contains a de- 3. Currency Translation For entities operating in a hyperinflationary economy and
tailed overview of all the subsidiaries. The functional currency of the subsidiaries included in the whose local currency is assessed to represent the function-
consolidated financial statements of the Group is usually the al currency, inflation effects are recognized pursuant to
b) Associates respective local currency, unless it is assessed to be different IAS 29 Financial Reporting in Hyperinflationary Economies.
Associates are entities over which the Group has a signifi- from the local currency due to specific circumstances. The current period’s amounts are remeasured for the ef-
cant influence, which is presumed in case of a holding of fects of inflation in the current period, and then translated
between 20% and 50% of voting rights or if an ability to into euro at the exchange rate of the reporting date. Com-
exercise significant influence can be clearly demonstrated. parative amounts are excluded from the restatement re-
As of the reporting date, the Group had seven (previous quirements, as the presentation currency of the consolidat-
year: six) associates included at equity in the consolidated ed financial statements (euros) is non-hyperinflationary.
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
In the reporting period in which an entity identifies its For online marketplace services in which Delivery Hero ar- For subscription programs offered to orderers and main-
functional currency as hyperinflationary, IAS 29 is applied ranges for restaurants to sell food to orderers, DH Group tained by DH group entities, DH Group acts as principal.
retrospectively, as if the currency had always been hyper- acts as an agent. The consideration for the online market- Revenue from subscription fees is recognized on a straight-
inflationary. For the first-time application of IAS 29, non- place services primarily consists of commission fees charged line basis over the period of the subscription.
monetary and monetary assets and liabilities are restated to restaurants. Based on the specific contract with the part-
at the beginning of the current period, in order to reflect ner restaurant, Delivery Hero might charge and recognise Service fees are separately charged to orderers in certain
the changes in prices from their dates of acquisition or separately a fee for online payments, despite this payment markets for the usage of marketplace platforms. DH Group
incurrence, into the purchasing power as of the reporting option not representing a distinct performance obligation. acts as principal for the services offered. Revenue from
date. The methodology is applied to the business combi- Revenue from commission fees is recognized at a point in services fees is recognized at a point in time when an order
nation accounting as well. Income and expenses in the time when the order has been placed. has been placed.
statement of profit or loss and OCI are also restated accord-
ingly, to reflect changes in the price index from the date on Delivery Hero also offers delivery services in which the or- Vouchers and discounts are treated as a reduction of reve-
which they are recorded initially in the financial statements. dered meals or other products are collected at a restaurant nue. The consideration is collected via online payment pro-
Subsequently, at each reporting date, the statement of fi- or store and delivered to the orderers. DH Group entities viders, as cash or via invoices to the restaurants. Settlement
nancial position is indexed up to current purchasing power carry out the delivery services to the orderer (customer for of the earned commissions and fees is initiated on a week-
terms. As monetary items are, on any given date, always delivery service) as principal. The consideration for the us- ly, bi-weekly, or monthly basis contingent on an individual
stated at their current purchasing power at that date, no age of delivery services primarily consists of delivery fees contractual agreement. The payment terms vary between
subsequent restatement is required. The gain or loss on the charged to customers and restaurants. Revenue from de- two and ninety days.
net monetary position is recognized in profit or loss (other livery fees is recognized at a point in time when the order
financial result) and separately disclosed. is delivered. 5. Property, Plant and Equipment
Items of property, plant and equipment are measured at
4. Recognition of Revenue For the sale and delivery of a variety of grocery and other cost less accumulated depreciation and impairment losses.
DH Group generates revenue mainly from online market- convenience items through our Dmarts to orderers (cus-
place services, separately charged delivery fees, orders tomer of sold items), DH Group acts as principal. The con- Depreciation is calculated on a straight-line basis over the
placed in the Group’s delivery-only stores (Dmarts) and ad- sideration for the orders placed in delivery-only stores time period of the expected useful life of the asset.
vertising services, as well as subscription fees, service fees comprises the Gross Merchandise Value 1 (GMV) net of VAT.
and, in certain cases, separately charged payment fees. Revenue from Dmart sales is recognized at a point in time The leasehold improvements are depreciated using the
when the order is delivered. straight-line method from the commencement date to the
The Group determines for each specified good and service end of the lease term, provided that the expected useful
promised to the customer, primarily restaurants and / or For advertising services to restaurants and other business- life exceeds the term of the lease.
orderers, whether it obtains control of the good or service es (customer of the service), DH Group entities also act as
before it is transferred to the customer. Often the Group is principal. Revenue for advertising services mainly compris-
principal for a specified service, but agent for another ser- es advertising technology products (Adtech 2) and listing
vice, when a single order is placed through its online mar- fees. The control over the advertising services passes to the
ketplaces (refer to Section B.17.a) Judgment and Use of customer mainly over time. Revenue for advertising servic-
Estimates for more details). es is recognized based on the time elapsed relative to the
contract term at the reporting date or in the amount to
which the DH Group entity has a right to invoice.
1 Gross Merchandise Value is the total value paid by customers (including VAT, delivery fees, service fees less other subsidies, such as voucher and other discounts).
2 AdTech refers to advertising solutions for restaurants and fast-moving consumer good brands in order to build brand awareness among customers and drive sales.
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In the reporting year, depreciation was based on the fol- Internal development expenditure is capitalized if develop- the circumstances indicate that the carrying value may be
lowing useful lives: ment costs can be reliably measured, the product or pro- impaired.
cess is technically and commercially feasible, future benefit
USEFUL LIFE OF PROPERTY, PLANT AND EQUIPMENT IN YEARS is probable and the Group intends – and has sufficient re- An impairment loss is recognized if the carrying amount of
sources to be able – to complete development and to use a CGU exceeds its recoverable amount. The recoverable
2023 2022 or sell the asset. Other expenditures are recognized in prof- amount corresponds to the larger of fair value less costs of
it or loss when they are incurred. Capitalized development disposal and value in use of the CGU or a group of CGUs.
Operating and office equipment 2–15 2–15
expenditure is measured at cost less accumulated amorti-
contract contract zation and impairment losses. The fair value less costs of disposal of the CGU is calculated
Leasehold improvements duration duration
by applying the discounted cash flow method, as follows.
Amortization is based on the following useful lives: The expected future cash flows are determined based on a
If there is any indication that items of property, plant and detailed planning period of five years for each CGU. For the
equipment are impaired, the recoverable amount is deter- USEFUL LIFE OF INTANGIBLE ASSETS IN YEARS perpetuity, the expected future cash flows are determined
mined. If the carrying amount exceeds the recoverable under consideration of CGU-specific revenue and adjusted
amount, impairment losses are recognized directly in the 2023 2022 EBITDA growth assumptions. Impairment losses are recog-
statement of profit or loss. If the requirements for impair- nized in profit or loss. They are allocated first to reduce the
Software 2–6 2–6
ment are no longer in place in subsequent years, previous carrying amount of any goodwill allocated to the CGU, and
impairment losses are reversed only to the extent that the Trademarks 3–25 3–25 then to reduce the carrying amounts of other assets in the
asset’s carrying amount does not exceed the carrying Customer and supplier CGU on a pro-rata basis.
relationships 3–10 3–10
amount that would have been determined, net of depreci-
ation, if no impairment loss had been recognized. An impairment loss in respect of goodwill is not reversed.
The expected useful life of a trademark is a forecast in ac- For other assets, an impairment loss is reversed only to
Repair and maintenance expenses are expensed at the time cordance with verifiable history and observable user behav- the extent that the asset’s carrying amount does not ex-
of their occurrence. Material enhancements and improve- ior. The underlying useful life of customer and supplier ceed the carrying amount that would have been deter-
ments are capitalized. relationships is determined individually based on historical mined, net of amortization, if no impairment loss had
restaurant churn rates. been recognized.
An item of property, plant and equipment is derecognized
on disposal (when the recipient obtains control of that Impairment of intangible assets 7. Leases
item) or when no future economic benefits are expected Intangible assets are tested for impairment as part of a cash a) Leases as a lessee
from its use or disposal. generating unit (CGU). A CGU is defined as the smallest In its role as a lessee, the Group recognizes a right-of-use
group of assets that generates cash inflows from continuing asset and a lease liability at the lease commencement date.
6. Intangible Assets and Goodwill use that are largely independent of the cash inflows from The right-of-use asset is initially measured at cost, which
Intangible assets acquired separately are recognized at other assets or CGUs. Goodwill arising from a business com- comprises the lease liability adjusted for any lease pay-
cost. Intangible assets acquired in a business combination bination is allocated to CGUs depending on the level at ments made at or before the commencement date, plus any
except for goodwill are initially measured at their fair value which it is monitored by management. initial direct costs incurred and an estimate of costs to re-
and subsequently at cost less any accumulated amortiza- store the underlying asset, less any lease incentives re-
tion and accumulated impairment losses. The amortization A CGU is tested for impairment if impairment indicators are ceived. It is subsequently depreciated on a straight-line
is calculated on a straight-line basis over the individual present. In addition, CGUs to which goodwill is allocated basis from the commencement date to the earlier of the
useful lives. Goodwill is measured at cost less accumulated are subject to an annual impairment test, performed as of end of the useful life of the asset or the end of the lease
impairment losses. November 30, 2023. Intangible assets not yet ready for use term. The right-of-use asset is reduced by impairment loss-
and intangible assets with an indefinite useful life are test- es, if any, and adjusted for certain remeasurements of the
ed for impairment separately on an annual basis or when lease liability.
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The Group has elected to apply recognition exemptions to circumstances. For rent concessions in leases to which the b) Deferred income taxes
leases of low-value assets and short-term leases with a (re- Group has chosen not to apply the practical expedient, or Deferred taxes are recognized on temporary differences
maining) lease term of twelve months or less. The Group that did not qualify for the practical expedient, the Group between the carrying amounts of assets and liabilities in
recognizes the lease payments associated with these leases assessed whether there is a lease modification. the consolidated financial statements and the correspond-
as an expense on a straight-line basis over the lease term. ing tax bases used in the computation of taxable income.
8. Inventories Furthermore, deferred tax assets are recognized for tax loss
The lease liability is initially measured at the present value Inventories are carried at the lower of cost and net realiz- carryforwards, for interest carryforwards and tax credits.
of the lease payments that are not paid at the commence- able value as of each reporting date.
ment date, discounted using the interest rate implicit in the Deferred tax liabilities are recognized for all taxable tem-
lease or, if that rate cannot be readily determined, the Cost includes all costs of purchase, production and other porary differences except to the extent that the difference
Group’s incremental borrowing rate. The lease liability is costs that are incurred in bringing the inventories to their arises from a) the initial recognition of goodwill or b) the
subsequently measured at amortized cost using the effec- present location and condition. For the inventory of Dmarts, initial recognition of an asset or liability in a transaction
tive interest method. It is remeasured when there is a costs are measured by the weighted-average costs. For all which is not a business combination and at the time of the
change in future lease payments arising from a change in other inventory items, the first-in, first-out method (FIFO) transaction, affects neither accounting profit (loss) nor tax-
an index or rate, or if the Group changes the assessment is used to measure costs. Net realizable value is the esti- able profit (loss).
of whether a purchase or lease extension option is exer- mated selling price less estimated costs of completion and
cised, or a termination option is not exercised. estimated costs necessary to finalize the sale. Deferred tax assets are recognized for temporary differenc-
es and tax loss carryforwards to the extent to which it is
When the lease liability is remeasured, a corresponding 9. Income Taxes probable that sufficient future taxable income will be avail-
adjustment is made to the carrying amount of the right-of- Taxes on income for the period are the sum of current and able against which deductible temporary differences
use asset or is recorded in profit or loss if the carrying deferred income taxes. and / or loss carryforwards can be utilized. See Section
amount of the right-of-use asset has been reduced to zero. B.17.a) Judgment and Use of Estimates for more details.
The Group has determined that the global minimum top-up
The Group presents right-of-use assets in “property, plant tax effective January 1, 2024 – which it is required to pay Deferred taxes are measured in accordance with IAS 12.
and equipment”, and lease liabilities in “trade and other under Pillar Two legislation – is an income tax in the scope They are measured at the tax rates that are expected to
payables”. of IAS 12. The Group has applied a temporary mandatory apply to the period when the asset is realized or the liabil-
relief from deferred tax accounting for the impacts of the ity is settled.
In order to determine the lease term for lease contracts in top-up tax and accounts for it as a current tax when it is
which the Group is a lessee that include renewal or termi- incurred. The change in deferred taxes is recognized in the state-
nation options, judgment is applied to assess the exercise ment of profit or loss provided it relates to items in the
of the respective option. See Section B.17.a) Judgment and a) Current income taxes consolidated statement of financial positions that were
Use of Estimates for more details. The current income tax expense is calculated by applying recognized in the statement of profit or loss. If the items
the tax regulations enacted or substantively enacted as of in the consolidated statement of financial position are
b) COVID-19-related rent concessions the reporting date in the countries in which DH Group op- recognized directly in equity or other comprehensive in-
In the previous year, the Group applied COVID-19-related erates. In assessing income tax positions, estimates are come, the corresponding changes in deferred taxes are
Rent Concessions – Amendment to IFRS 16. The Group ap- required. The assessment by the respective tax authorities also recognized in these line items, respectively.
plied the practical expedient allowing it to not assess may deviate. This uncertainty is reflected by recognizing
whether eligible rent concessions that are a direct conse- uncertain tax positions if DH assesses the probability of
quence of the COVID-19 pandemic were lease modifica- acceptance of the uncertain tax treatment by the tax au-
tions. The Group applied the practical expedient consist- thorities as less than 50%. See Section B.17.a) “Judgment
ently to contracts with similar characteristics and in similar and Use of Estimates” for more details.
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Deferred tax assets and liabilities arising through tempo- – The financial asset is held within the Group’s business asset is classified as “at fair value through profit or loss”
rary differences related to investments in subsidiaries, as- model of which the objective is to hold assets in order to and measured at fair value with changes in fair value rec-
sociates or joint arrangements are taken into account un- collect contractual cash flows; and ognized in profit or loss as “finance gain” or “finance loss”.
less a) the date for reversal of temporary differences cannot – The contractual terms of the financial asset give rise on
be determined at Group level and it is probable that the specified dates to cash flows that are solely payments In DH Group these instruments are represented by invest-
temporary differences will not reverse in the foreseeable of principal and interest on the principal amount out- ments in other companies and derivative financial instru-
future and b) the parent is able to control the timing of the standing. ments. No financial assets are designated as measured at
reversal of the temporary difference. fair value through profit or loss.
“Principal” is the fair value of the financial asset on initial
Deferred tax assets and deferred tax liabilities are offset if recognition and “interest” is consideration for the time Impairment of financial assets
the Group has a legally enforceable right to set off current value of money and for the credit risk associated with the All financial assets, to which impairment requirements ap-
tax assets against current tax liabilities, and deferred tax principal amount outstanding during a particular period ply, carry a loss allowance estimated based on expected
assets and liabilities relate to income taxes levied by the of time and for other basic lending risks and costs (e.g. credit losses (ECLs). ECLs are a probability-weighted esti-
same taxation authority and concern the same taxable liquidity risk and administrative costs), as well as a prof- mate of the present value of a cash shortfall over the ex-
entity. it margin. When assessing the contractual terms, the pected life of the financial instrument.
Group considers contingent events that would change the
10. Financial Instruments amount or timing of cash flows; terms that may adjust the In DH Group, the impairment requirements apply to finan-
a) Financial assets contractual interest rate, including variable‑rate features; cial assets measured at amortized cost.
Initial measurement of financial assets prepayment and extension features; and terms that limit
At initial recognition, the Group measures a financial asset the Group’s claim to cash flows from specified assets (e.g. Trade receivables
at its fair value plus, in the case of financial assets not meas- non-recourse features). The Group uses a practical expedient to calculate the ex-
ured at fair value through profit or loss, transaction costs pected credit losses on its trade receivables and contract
that are directly attributable to the acquisition of the finan- After initial recognition, the carrying amount of the finan- assets using a provision matrix. The Group uses historical
cial asset. Transaction costs of a financial asset measured cial asset measured at amortized cost is determined using credit loss experience (adjusted if necessary for changes in
at fair value through profit or loss are recognized in profit the effective interest method, net of impairment loss. macroeconomic conditions) to estimate the lifetime expect-
or loss. A trade receivable is initially measured at the trans- ed credit losses for each aging bucket and portfolio. The
action price. Within DH Group, such financial assets are represented by Group considers the customer base across all the markets
cash and cash equivalents, receivables against payment as broadly similar and deemed to share similar credit risk
Classification of financial assets service providers, trade receivables, loans granted, security characteristics. The provision matrix is updated regularly to
The Group classifies financial assets at initial recognition as deposits, and other receivables. Cash and cash equivalents reflect current expectations. The impairment losses calcu-
either financial assets measured at amortized cost, financial comprise all cash-related assets that have a remaining term lated using the provision matrix are recorded in a separate
assets measured at fair value through other comprehensive of less than three months at the date of acquisition or in- allowance account.
income (not applicable at the reporting date) or financial vestment. Cash comprises bank balances, cash-on-hand
assets measured at fair value through profit or loss. and checks. Cash equivalents are short-term liquid invest- Trade receivables that are past due for more than 180 days,
ments, such as money market funds, and Paypal accounts. or credit-impaired (e.g. insolvency of a restaurant), are
Financial assets measured at amortized cost Cash and cash equivalents are measured at nominal value. deemed not recoverable. Such trade receivables are recog-
A financial asset that meets both of the following condi- nized as impaired and written off. The write-off constitutes
tions is classified as a financial asset measured at amortized Fair value through profit or loss financial assets (FVtPL) a derecognition event whereby the gross carrying amount
cost. When a financial asset is not measured at amortized cost of such trade receivables is reduced against the correspond-
or at fair value through other comprehensive income ing amount previously recorded in the allowance account.
(FVOCI – currently not relevant to the Group), a financial However, financial assets that are written off could still be
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subject to enforcement activities in order to comply with b) Financial liabilities them on a net basis or to realize the asset and settle the
the Group’s procedures for recovery of amounts due. Financial liabilities are classified as either measured at fair liability simultaneously.
value through profit or loss or measured at amortized cost.
Other financial assets If the Group has the right to settle financial instruments in
The ECLs for all other financial assets are recognized in two Financial liabilities are initially recognized at fair value, in a fixed number of own shares, such financial instruments
stages: the case of financial liabilities measured at amortized cost, are classified as equity.
reduced by transaction costs.
– For financial assets for which there has not been a signif- 11. Compound Financial Instruments
icant increase in credit risk since initial recognition, the Financial liabilities of the Group that are measured at fair Compound financial instruments issued by the Group com-
Group recognizes credit losses that represent the life- value through profit or loss comprise for example contin- prise convertible bonds denominated in euro that can be
time shortfalls that would result if a default occurs in the gent considerations recognized by the Group as an acquir- converted to ordinary shares at the option of the holder,
twelve months after the reporting date or a shorter peri- er in a business combination and derivative financial instru- when the number of shares is fixed and does not vary with
od if the expected life of a financial instrument is less ments. Other financial liabilities, such as trade and other changes in fair value.
than twelve months. payables, liabilities towards banks and the liability compo-
– For those financial assets for which there has been a sig- nent of the convertible bonds, are measured at amortized The liability component of compound financial instruments
nificant increase in credit risk since initial recognition, a cost, using the effective interest method. is initially recognized at the fair value of a similar liability
loss allowance reflects credit losses expected over the that does not have an equity conversion option. The equi-
remaining life of the financial asset. Trade and other payables include, among others, amounts ty component is initially recognized at the difference be-
collected on behalf of restaurants (liabilities to restaurants) tween the fair value of the compound financial instrument
The Group assumes that the credit risk on the financial and credit balances maintained in virtual wallets by order- as a whole and the fair value of the liability component.
assets has not increased significantly since initial recogni- ers (wallet liabilities). Any directly attributable transaction costs are allocated to
tion if these financial assets are determined to have low the liability and equity components in proportion to their
credit risk at the reporting date. c) Other requirements initial carrying amounts.
Spot transactions are recognized at the price on the trade
All financial assets held with banks and financial institutions date. Subsequent to initial recognition, the liability component
are determined to have the credit risk based on the external of a compound financial instrument is measured at amor-
credit ratings from S&P, Moody’s or Fitch agencies. The Interest income and expenses arising on financial instru- tized cost using the effective interest method. The equity
Group Treasury policy requires the credit rating of the ments are recognized in profit or loss according to the ef- component of a compound financial instrument is not
banks and financial institutions to be BBB minimum to fective interest method. remeasured.
transact with. Significant increase in credit risk of these fi-
nancial assets is defined as a change in credit rating of the The Group derecognizes the financial assets when the con- Interest related to the financial liability is recognized in prof-
counterparties from investment grade (AAA-BBB) to non- tractual rights to the cash flows from the assets expire, or it or loss. On conversion at maturity, the financial liability is
investment grade (BB-D). The Group also performs a due it transfers the rights to receive the contractual cash flows reclassified to equity and no gain or loss is recognized.
diligence of its payment system providers prior to com- in a transaction in which substantially all of the risks and
mencing the business relationships, and continuously rewards of ownership of the financial asset are transferred. 12. Employee Benefits
monitors the credit quality of the counterparties based on The Group derecognizes a financial liability when its con- a) Current employee benefits
an internal credit rating scorecard. tractual obligations are discharged, cancelled or expire. Current employee benefits are expensed in the period
when service is rendered. A liability is recognized for the
The Group recognizes in profit or loss, as an impairment loss Financial assets and financial liabilities are offset and the amount expected to be paid if DH Group has a present legal
(or gain), the amount of expected credit losses (or reversal) net amount is presented in the statement of financial posi- or constructive obligation to pay this amount, as a result of
that is required to adjust the loss allowance at the reporting tion when, and only when, the Group has a legally enforce- past services provided by the employee, and the obligation
date to the amount that is required to be recognized. able right to offset the amounts and intends either to settle can be reliably estimated.
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b) Pension obligations The fair value of cash-settled arrangements is recognized Where various input factors are relevant to measurement,
Pension and similar obligations arise from the commit- as an expense, with a corresponding increase in liabilities the fair value is categorized at the lowest level input that
ments of a Group entity to its employees. The obligations over the period during which the employees become un- is significant to the entire measurement. Valuation tech-
exist for defined benefit plans that are measured using the conditionally entitled to payment. The liability is remeas- niques used to measure fair value maximize the use of
projected unit credit method. Under this method, expected ured at each reporting date and at settlement date based relevant observable inputs and minimize the use of unob-
future increases in salaries and pensions are taken into ac- on the fair value of the awards. Any changes in the liability servable inputs.
count in addition to the known pension entitlements at the are recognized in profit or loss.
reporting date. 15. Cost of sales
13. Other Provisions Expenses are recognized as cost of sales in the period in
Pension obligations are determined by independent actu- Provisions are recognized in the amount of the expected which such expenses are incurred, on an accrual basis. The
aries. Effects arising from the remeasurement of actuarial settlement if a legal or constructive obligation to the Group main elements of cost of sales are the costs for the delivery
gains and losses, the return on plan assets (excluding in- resulting from a past event exists, its fulfillment is probable from the restaurant to the orderer, and Dmart-related costs,
terest) and the impact of any asset ceiling (excluding inter- and its amount can be reliably determined. predominantly comprising cost of good sold.
est) are recognized in other comprehensive income. The
discount rate applied reflects the interest rate generated by Non-current provisions are recognized at the discounted 16. Government Grants
senior fixed-interest bonds with matching maturities on the settlement amount as of the reporting date based on cor- The Group has received government grants related to in-
reporting date. responding term and risk-adequate interest rates. come and revenue. Grants that compensate the Group for
expenses incurred are deducted in reporting the related
The fair value of any plan assets is deducted from the dis- Due to estimation uncertainties the actual outflow of re- expenditures on a systematic basis in the periods in which
counted pension obligation. sources may deviate from the original amounts recognized the expenses are recognized, unless the conditions for re-
on the basis of estimates. See Section B.17.a) Judgment ceiving the grant are met after the related expenses have
The interest rate effect included in pension expenses is rec- and Use of Estimates for more details. been recognized. In this case, the grant is recognized when
ognized in profit or loss under interest expenses. Service it becomes receivable. Grants related to revenue are recog-
cost is shown in individual functional areas in operating 14. Determination of Fair Value nized separately as other income.
profit / loss. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction be- 17. Judgment and Use of Estimates
c) Share-based payments tween market participants at the measurement date in the The application of accounting policies and the preparation
DH Group operates several share-based compensation pro- primary market or, if this is not available, the most advan- of the consolidated financial statements requires manage-
grams. The Group classifies its share-based compensation tageous market. ment to make decisions that involve judgment and esti-
programs as either cash-settled or equity-settled, depend- mates. This is particularly applicable to the following deci-
ing on the terms and conditions of the individual program The fair value hierarchy defines three levels of fair value sions:
and the Group’s intention to settle the awards with cash or measurements depending on the input factors used in de-
its own equity instruments. See Section B.17.a) Judgment termining the fair value: a) Judgments
and Use of Estimates for more details. Revenue recognition of commissions from marketplace
– Level 1: Fair value is based on quoted prices (unadjusted) services
The grant date fair value of equity-settled share-based pay- in an active market for identical assets or liabilities. DH Group considers itself an agent with respect to the pro-
ment arrangements granted to employees is recognized as – Level 2: Fair value is estimated using a valuation tech- vision of online food ordering service via its online platforms
an expense, with a corresponding increase in the capital nique that uses inputs that can be observed either directly as the companies of the Group are neither (i) the obligor for
reserves in equity over the vesting period of the awards. (as prices) or indirectly (derived from prices). the ordered food, (ii) exposed to the inventory risk nor (iii)
The amount recognized as an expense is adjusted to reflect – Level 3: Fair value is estimated using a valuation tech- have pricing power for the food offered by restaurants but
forfeited awards. nique that uses inputs that are not observable. receive a commission as remuneration from restaurants.
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Although users of the DH platforms are generally not a Determination of significant influence or control b) Assumptions and Estimation Uncertainties
contracting party of DH Group entities, they purchase the For entities in which DH Group holds less than 20% of the Hyperinflation accounting
goods or services from DH Group customers (e.g. restau- voting rights, other qualitative factors are considered in The financial information of the Group’s subsidiaries in Ar-
rants). Accordingly, DH Group deducts vouchers and dis- order to assess whether significant influence over an entity gentina, Lebanon, Türkiye and Ghana is restated on a his-
counts granted to orderers, equal to a consideration paya- exists. toric cost approach using the consumer price index (CPI).
ble to the customer, from revenue.
Similarly, for entities in which DH Group holds less than 50% LEVEL OF PRICE INDEX FOR GROUP ENTITIES WITH
Revenue recognition of delivery services of the voting rights or in which voting rights are not sub- HYPERINFLATIONARY FUNCTIONAL CURRENCY
As the demand for logistic services not offered by restau- stantive, other rights are considered to assess whether DH
rant- or quick commerce-partners (“own delivery”) is evolv- Group controls the entity. Change during
reporting Change during
ing, courier models are continuously being adapted to period previous period
market demand and towards efficiency with consideration DH Group applies judgment in the determination of signif-
of the regulatory environment. The adaptation of delivery icant influence or control. Relevant factors like the number National CPI Argentina 211.4% 94.8%
models considers changes to the responsibilities of parties of qualifying board seats, total number of board seats, as National CPI Lebanon 1 192.3% 122.0%
involved in delivering the service and therefore judgement well as substantive voting and veto rights are considered National CPI Türkiye 64.8% 64.3%
is required in weighting all facts and circumstances for de- in determining the appropriate method of accounting. National CPI Ghana 23.2% 54.1%
termination of being a principal or an agent for these ser-
1 The Group ceased its operations in Lebanon in August 2023.
vices. DH Group assessed to operate as a principal for most Determination of lease term and implicit interest rate
of its delivery services as it is generally primarily responsi- Lease contracts entered into by entities occasionally include Recognition and measurement of other provisions
ble for carrying out the delivery and controls the delivery extension options. DH Group applies judgment on whether Recognition and measurement of other provisions are
service before it is transferred to the orderer. exertion of extension options is reasonably certain. The subject to uncertainties in respect of future price increas-
Group also applies judgment in determining the interest es as well as in respect of the extent, date, and probabil-
Goodwill allocation rate implicit in the lease. ity of utilization of the respective provision (refer to Sec-
A business combination is a transaction in which an acquir- tion F.11.).
er obtains control of one or more businesses. Within the Classification of share-based payments as equity-settled
scope of the first-time consolidation of such a business, all DH Group classifies share-based payment programs, which Particularly legal matters, such as regulatory rider risks and
acquired assets and liabilities are recognized in the state- enable the Group to settle in equity shares or in cash, antitrust risk, often require the consideration of multifold
ment of financial position at fair value at the acquisition generally as equity-settled awards. The Group assesses aspects and are subject to substantial uncertainties. Accord-
date. A debit difference between the acquisition cost and that it intends and has an ability to settle by means of ingly, management’s assessment of the probability of the
the fair value of identifiable assets, liabilities and contin- equity instruments and therefore does not recognize a presence of an obligation from a past event, its probability
gent liabilities is shown as goodwill. A credit difference is present obligation to settle in cash (refer to Section H.2.). of future outflow of resources and the respective amount
recorded in the consolidated statement of profit and loss of the obligation are associated with significant estimation
and other comprehensive income. Evaluation of closely related criterion uncertainties. Internal and external counsels are generally
DH Group applies judgment in determining whether deriv- involved in the determination of the estimate for identified
Determining an appropriate method for allocating good- atives embedded in hybrid contracts are closely related to legal risks. Assumptions may include input factors such as
will to CGUs for impairment testing requires assessment of the host contract, considering both the nature of the host the number of riders in a particular jurisdiction or the fu-
specific facts and circumstances that may involve significant contract and the nature of the underlying of the derivative. ture revenue of a legal entity. As jurisdiction as well as in-
judgments. dividual legal matters are developing, estimates are reas-
sessed as of each reporting date and adjusted as needed.
Upon resolution of a legal proceeding, DH Group may incur
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different charges than the recorded provisions for such Amortization of intangible assets with finite useful lives Interests and penalties are recognized depending on their
matters. Refer to Section F.11. for further information about Delivery Hero has a significant amount of intangible assets character. The detection risk is inconsiderable for the rec-
assumptions and estimation uncertainties at the reporting with finite useful lives. This relates particularly to intangible ognition of uncertain tax positions, i.e. it is assumed that
date that have a significant risk of resulting in a material assets from trademarks and customer relationships (refer tax authorities will examine the tax position and have all
adjustment to the carrying amount. to Section F.1. for carrying amounts). Assumptions and es- relevant information available. Refer to Section H.5. Con-
timates are required to determine the useful life as the tingencies for further information about assumptions and
Recognition of deferred tax assets basis for the appropriate amortization charge. The useful estimation uncertainties at the reporting date that have a
An excess of deferred tax assets is recognized only if it is lives are regularly reviewed by Delivery Hero management significant risk of resulting in a material adjustment to the
probable that future tax benefits can be realized based on and adjusted if necessary. The determination of the useful carrying amount.
tax budgets. The existence of taxable profits in future re- life of acquired trademarks and customer relationships is
porting years, and thus the actual usability of deferred tax based on the individual customer churn rate of the busi- Significant valuation estimates are reported to the Group’s
assets, can vary from the estimate made at the date of rec- ness. At the reporting date, assumptions and estimation Audit Committee.
ognizing deferred tax assets. Deferred tax assets on tax loss uncertainties giving rise to a substantial risk of material
carryforwards or temporary differences are recognized adjustment primarily related to the useful life reassessment Further information on the assumptions and estimates
based on estimated future taxable income (refer to Section of the Yemeksepeti trademark. made is provided in the respective notes to the Consolidat-
F.6. for further information about assumptions and estima- ed Financial Statements. All assumptions and estimates are
tion uncertainties at the reporting date that have a signifi- Measurement of fair values based on the conditions prevailing and assessments at the
cant risk of resulting in a material adjustment to the carry- Several of the Group’s accounting policies require the meas- reporting date.
ing amount). urement of fair values for both financial and non-financial
assets and liabilities. Significant measurement uncertainties
Goodwill impairment testing are specifically relevant to the measurement of assets and C. Changes in accounting policies, new
Determination of a CGU’s recoverable amount for the pur- liabilities in business combinations (refer to Section D.2.), standards and interpretations that have
pose of impairment testing requires assumptions and esti- share-based payments (refer to Section H.2.) and financial not yet been applied
mates, in particular on the Weighted Average Cost of Cap- instruments (refer to Section H.3.).
ital (WACC), future development of EBITDA and revenue 1. Changes in Significant Accounting Policies
growth per annum over the planning period. While man- IFRIC 23 – Uncertainty over Income Tax Treatments Deferred tax related to assets and liabilities arising
agement believes that the assumptions and estimates used IFRIC 23 clarifies how to apply the recognition and meas- from a single transaction
are appropriate, any unforeseeable changes to these as- urement requirements in IAS 12 where uncertainty over The Group has adopted Deferred Tax related to Assets and
sumptions could affect the Group’s financial position and income tax treatments exists. Recognition and measure- Liabilities arising from a Single Transaction (Amendments to
financial performance. ment of income tax positions require the use of assump- IAS 12) from January 1, 2023. The amendments narrow the
tions, including whether an entity should consider uncer- scope of the initial recognition exemption to exclude trans-
Further information on the assumptions and estimates tain treatments separately or together with other actions that give rise to equal and offsetting temporary
made is listed in the respective note disclosure. All assump- uncertainties, the application of probable vs. expected differences – e.g. leases and decommissioning liabilities.
tions and estimates are based on the conditions prevailing value for the measurement of the uncertainty as well as the For leases and decommissioning liabilities, an entity is re-
and assessments at the reporting date. Refer to Section determination of period-to-period changes in tax positions. quired to recognise the associated deferred tax assets and
F.1.b) for further information about assumptions and esti- If it is considered probable that a tax position will be chal- liabilities from the beginning of the earliest comparative
mation uncertainties at the reporting date that have a sig- lenged by the local tax authority as well as where a tax period presented, with any cumulative effect recognized as
nificant risk of resulting in a material adjustment to the audit is investigating a specific tax position, which is ex- an adjustment to retained earnings or other components
carrying amount. pected to result in a tax cash payment, a liability is recog- of equity at that date. For all other transactions, an entity
nized applying the best estimate, interests and penalties.
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applies the amendments to transactions that occur on or PUBLISHED FINANCIAL REPORTING STANDARDS THAT HAVE NOT YET BEEN APPLIED
after the beginning of the earliest period presented.
Amendments to standards / new standards Application date Anticipated effects
Global minimum top-up tax No significant
The Group adopted International Tax Reform – Pillar Two Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback January 1, 2024 effect expected
Model Rules (Amendments to IAS 12) upon their release on Amendments to IAS 1 Presentation of Financial Statements:
No significant
Classification of Liabilities as Current or Non-current;
May 23, 2023. The amendments provide a temporary man- Non-current Liabilities with Covenants January 1, 2024 effect expected
datory exception from deferred tax accounting for the Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial No significant
top-up tax, which is effective immediately, and require Instruments: Disclosures: Supplier Finance Arrangements January 1, 2024 1 effect expected
new disclosures about the Pillar Two exposure (refer to Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: No significant
Section G.11.). Lack of Exchangeability January 1, 2025 1 effect expected
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In March 2023, Delivery Hero entered into a limited part- FAIR VALUES OF THE ASSETS AND LIABILITIES OF b) Acquisition of non-controlling interests
nership agreement with the closed-ended venture capital WORLDCOO. S.L. AT DATE OF ACQUISITION On June 16, 2023, Delivery Hero closed a share purchase
investment fund Middle East Venture Fund IV, SCSp. The agreement to acquire the remaining non-controlling inter-
fund was formed to invest in high-growth technology com- Fair values est of 37.0% in Hungerstation Holding Limited for a consid-
EUR million at date of acquisition
panies in the Middle East. DH will contribute capital of up eration of € 276.8 million.
to $ 20.0 million. Based on DH’s weight in the fund (28.55%) Trade and other receivables 0.2
and its relevance in decision-making among the limited Cash and cash equivalents 0.1 On September 27, 2023, the Group acquired the remaining
partners, DH assesses that it has significant influence over Provisions and liabilities –1.6
0.2% non-controlling interest in Woowa Brothers Corp.
the fund. In August 2023, Delivery Hero, through its subsid- (Woowa) for a total consideration of € 11.0 million.
Trade payables –0.4
iary Glovoapp23 S.A., invested in Instaleap Europe S.L., a
Net assets –1.7
joint venture that offers online sales channel solutions to Furthermore, the Group acquired additional non-con-
retailers combining software and logistics. Consideration transferred 10.6 trolling interest in Glovoapp 23 S.A. (Glovo), which resulted
Goodwill 12.3 in an increase of the shareholding by 0.1% to 99.2% on an
2. Acquisitions and Divestitures undiluted basis.
During the year 2023, the Delivery Hero Group completed Goodwill consists primarily of non-separable components,
the acquisitions presented below: such as positive business prospects and employee know- The overall effect on equity included under “Changes in own-
how, and is not deductible for tax purposes. The goodwill ership interest without loss of control” in the Consolidated
a) Acquisition of subsidiaries was allocated to Glovo platform CGU. Statement of changes in Equity amounted to € 287.7 million
On March 14, 2023, the Group acquired 100% shares in and mainly related to the acquisitions of non-controlling
Worldcoo S.L. for a total consideration of € 10.6 million, Combined trade receivables from third parties with a gross interests of the above-mentioned transactions.
including € 2.6 million related to a contingent considera- value of € 0.2 million were acquired and are assessed as
tion arrangement. Worldcoo S.L. is a company based in being fully recoverable.
Spain operating a fundraising system for social and coop-
erative projects for non-governmental organizations. With Since the date of acquisition, the acquired entity has con-
this transaction DH intents to increase its positive impact tributed € 0.3 million towards Group revenues and a net
on society and to build a competitive advantage through a loss of € 0.4 million. If the acquisitions had been consoli-
solid network of non-governmental organizations. dated as of January 1, 2023, the entity would have contrib-
uted € 0.5 million to Group’s revenue and a net loss of
The total consideration for the acquisition is allocated be- € 1.4 million to the Group’s net result.
tween the recognized assets and assumed liabilities in ac-
cordance with IFRS 3.45 as follows:
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c) Acquisitions in the previous year FAIR VALUES OF THE ASSETS AND LIABILITIES OF GLOVO AT d) Divestitures
Glovo transaction DATE OF ACQUISITION As of August 24, 2023, Delivery Hero closed the transaction
On July 4, 2022, the Group obtained control over Glovo by to dispose of the Sweetheart Kitchen business, operating
acquiring 50.2% of the voting shares, resulting in a total Fair values at date of within the Integrated Vertical segment for a total purchase
EUR million acquisition1
shareholding of 94.5%. The transaction is classified as a price of $ 1.7 million.
business combination achieved in stages according to Intangible assets 123.6
IFRS 3. The previously held equity interest was 44.3% of Property, plant and equipment 59.8 3. Disclosures on Participations Pursuant to
the voting stock. Furthermore, Delivery Hero entered into Trade and other receivables 138.6
IFRS 12
forward purchase agreements to acquire non-controlling a) Subsidiaries
Other assets 66.1
interest in Glovo (4.6% of the voting shares). Applying On December 31, 2023, DH Group had 307 fully consolidat-
Deferred tax assets –
the anticipated acquisition method, a total of 99.1% of the ed subsidiaries.
Cash and cash equivalents 137.8
voting interest was considered in the recognition of the
business combination. Provisions and liabilities 1 –319.8 Refer to Section H.12. for a complete list of the Group’s
Trade payables –512.9 subsidiaries.
Fundamental changes in the macroeconomic situation, up- Deferred tax liabilities –22.4
dated outlook for the quick commerce business and the Net assets 1
–329.2 b) Non-controlling interest (NCI)
competitive landscape since announcing of the transac- Previously held equity interest 233.0 During 2023, Delivery Hero acquired the remaining
tions led to impairment losses in 2022 regarding Glovo non-controlling interest of 37.0% in Hungerstation Hold-
Consideration transferred 564.8
acquisition on the level of Glovo platform and Glovo Dmart ing Limited for a consideration of € 276.8 million. The
Non-controlling interest 28.8
CGUs. Refer to the Intangible assets note (section F.1) re- accumulated non-controlling interests of Hungerstation
Goodwill1 1,155.8
garding the 2023 impairment results on the level of Glovo Holding Limited as of the acquisition date amounted to
platform and Glovo Dmart CGUs. 1 Adjusted for an additional VAT liability (€ 18.4 million) identified as of the € 41.3 million.
acquisition date and increasing derived goodwill correspondingly, resulting in
consequential additional goodwill impairment of equal amount in 2022.
The final1 accounting for the Glovo transaction is presented Following the sale of Sweetheart Kitchen in August 2023,
below: Delivery Hero has no NCI in Sweetheart Kitchens, Dubai as
of December 31, 2023 (previous year: 19.8%). The accumu-
lated non-controlling interests of Sweetheart Kitchen as of
the acquisition date amounted to negative € 16.0 million.
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The acquisition of additional non-controlling interest in hence the investment was fully written off in 2021. Since commission revenue (percentage based on net Gross Mer-
Glovo in 2023 resulted in an increase of the shareholding the end of 2022, the business has been in liquidation. In Au- chandise Value incl. VAT) and individually charged delivery
in Glovo by 0.1% to 99.2% on an undiluted basis leaving a gust 2023, Delivery Hero, through its subsidiary Glovoapp23 fees. Integrated Verticals capture orders where Delivery
non-material NCI of 0.8%. The accumulated non-controlling S.A., invested into Instaleap Europe S.L., a joint venture that Hero acts as a principal (mostly Dmarts). The segment rev-
interests of Glovo as of the acquisition date amounted to offers online sales channel solutions to retailers combining enue in the Integrated Verticals segment is included based
€ 16.9 million. software and logistics. on the revenue recognized from these orders on the basis
of Gross Merchandise Value (GMV) net of VAT.
c) At-Equity Accounted Investees FINANCIAL INFORMATION OF INDIVIDUALLY IMMATERIAL
As of December 31, 2023, DH Group has interests in two JOINT VENTURES The profitability of the operating segments is measured on
joint ventures and seven associates, none of which was the basis of adjusted EBITDA. Adjusted EBITDA is defined
material (previous year: none material) to the Group. EUR million 2023 2022 as earnings from continuing operations before income
taxes, financial result, depreciation and amortization ac-
Share of profit / loss attributable to
Individually immaterial associates DH Group 0.0 –2.5 cording to management reporting, and non-operating
In March 2023, Delivery Hero entered into a limited part- earnings effects. Non-operating earnings effects comprise,
nership agreement with a venture capital investment fund in particular (i) expenses for share-based compensation,
(Middle East Venture Fund IV, SCSp) for which DH assesses E. Operating segments (ii) expenses for services related to corporate transactions,
that it has significant influence. financing measures and certain legal matters, (iii) expens-
1. Segmentation Principles es for reorganization measures and (iv) other non-operat-
The table below includes aggregate financial information The Management Board of the Company represents the ing expenses, and income, especially the result from dis-
of individually immaterial associates: Group’s chief operating decision maker (CODM). In line posal of tangible and intangible assets, the result from sale
with the management approach, the operating segments and abandonment of subsidiaries, impairments of good-
FINANCIAL INFORMATION OF INDIVIDUALLY IMMATERIAL are identified on the basis of the management reporting will, allowances for other receivables, and non-income
ASSOCIATES structure. Management reporting is the basis for the allo- taxes. Adjusted EBITDA excludes depreciation from right-
cation of resources and the evaluation of the performance of-use assets under IFRS 16. Refer to Section E.2.b) for
EUR million 2023 2022 of the operating segments by the Management Board. further details.
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2. Segment Information and Reconciliation Revenue is split across the segments as follows:
of Segment Information
a) Segment revenue BREAKDOWN OF REVENUE ACCORDING TO REPORTABLE SEGMENTS
The revenue with external customers reported to the
CODM generally equals the measurement of the revenue Change
recognized in the consolidated statement of profit and EUR million 2023 2022 EUR million %
loss and other comprehensive income with the following
exceptions: Asia 3,729.4 3,803.6 –74.2 –2.0
MENA 2,700.8 2,218.4 482.4 21.7
– Intersegment consolidation adjustments: intercompany Europe 1,522.4 980.5 541.9 55.3
commission fees charged to the Integrated Vertical oper- Americas 651.0 681.6 –30.6 –4.5
ations for the listing services on the platforms as well as Integrated Verticals 2,126.1 1,734.7 391.4 22.6
recharges for logistics services from other DH entities Intersegment consolidation adjustments –266.4 –199.9 –66.5 33.2
are included in the segment revenue of the respective
Total Segment Revenue 10,463.2 9,218.9 1,244.4 13.5
geographical segment. The intersegment revenue is
Reconciliation effects 328.4 153.3 175.1 >100
eliminated to derive the Total Segment Revenue.
Vouchers –849.8 –794.8 –54.9 6.9
– Discounts and vouchers to users of the platforms that
are treated as marketing expenses for management re- Revenue 9,941.9 8,577.3 1,364.6 15.9
porting are deducted from revenue in accordance with
IFRS 15 in the consolidated statement of profit and loss
and other comprehensive income.
– Reconciliation effects, which in 2023 comprised IFRS ad-
justments for (i) logistic revenues of Glovo Spain, Poland,
Ukraine, Serbia and the Ivory Coast (in 2022 Glovo Spain,
Poland, Ukraine, and Georgia), reflected net of related
costs in the management reporting, whereas presented
on a gross basis under IFRS 15 in the consolidated state-
ment of profit and loss and other comprehensive in-
come; and (ii) net presentation of buy-and-sell activities
of Glovo Spain and Portugal in the management report-
ing, whereas presented on a gross basis in accordance
with IFRS 15 in the consolidated statement of profit
and loss and other comprehensive income for 2022 and
2023.
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Management adjustments included (i) expenses for servic- including reductions in headcount and contract termina- Spain 330.5 607.8
es related to corporate finance, corporate transactions, fi- tion costs (previous year: € 24.2 million). Other countries 1,266.8 2,072.4
nancing measures and certain legal matters of € 83.7 mil- Total 7,227.9 8,727.9
lion (previous year: € 170.8 million), thereof € 40.4 million Other reconciliation items in 2023 mainly related to
expenses for antitrust and other legal matters (previous non-operating income and expenses including goodwill Non-current assets do not include financial instruments,
year: € 107.3 million), € 37.8 million expenses recognized impairment losses of € 857.8 million (previous year: deferred tax assets, or assets for employee benefits.
for earn-out liabilities and other bonus arrangements in € 760.9 million), allocated to the CGU of Glovo platform,
connection with acquisitions in previous years (previous Glovo Dmart, LatAm platform, Europe platform and Eu-
year: € 37.9 million); (ii) expenses for reorganization meas- rope Dmart (refer to Section F.1. for further details), as
ures of € 64.1 million, mainly with respect to the optimiza- well as other non-income tax expenses of € 20.5 million
tion measures such as restructuring carried out in both (previous year: € 15.6 million).
central functions and local business units, and mainly
1 A country is considered material if representative of >10% of the respective performance metric or at least the three largest countries.
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1. Intangible Assets
a) Reconciliation of carrying amount
Intangible assets decreased by € 1,429.1 million in the
current year. This decrease was primarily due to goodwill
impairments (€ 894.6 million, before an opposite curren-
cy translation effect of € 36.7 million), unfavorable foreign
currency effects (€ 270.5 million) on goodwill, brands and
other intangible assets, impairment of the Yemeksepeti
brand (€ 140.4 million, MENA), as well as amortization
charges (€ 237.9 million). The decrease was partly offset
by additions of internally generated intangible assets
(€ 106.3 million).
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Customer /
Internally supplier base
generated and other
Licenses and intangible intangible
EUR million Goodwill similar rights Trademarks Software assets assets Total
COST
As of Jan. 1, 2023 7,446.4 14.8 663.0 118.3 162.0 772.1 9,176.4
Additions through business combinations 12.3 – – 1.2 – 0.0 13.5
Disposals due to deconsolidation – – – – –4.8 –0.0 –4.8
Additions – 0.1 0.1 6.1 106.3 0.4 112.9
Reclassifications – –1.0 0.0 –0.0 0.0 1.0 –
Disposals –1.3 0.9 –0.1 –2.3 –1.4 –2.7 –6.9
Translation differences –384.8 9.1 –32.8 –3.2 –4.4 –36.8 –452.9
As of Dec. 31, 2023 7,072.6 24.0 630.1 120.1 257.7 734.1 8,838.5
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Customer /
Internally supplier base
generated and other
Licenses and intangible intangible
EUR million Goodwill1 similar rights Trademarks Software assets assets Total
COST
As of Jan. 1, 2022 5,993.8 10.3 475.1 79.2 96.7 725.7 7,380.7
Additions through business combinations 1 1,328.5 2.7 82.4 22.4 1.0 38.4 1,475.4
Disposals due to deconsolidation –1.4 – –0.1 –0.0 –0.3 – –1.8
Additions – –1.0 0.0 10.2 63.1 0.2 72.5
Reclassification to assets (disposal groups) held for sale – –1.6 0.2 4.6 –5.3 1.8 –0.3
Disposals –0.1 –2.5 –0.0 –1.8 –1.1 –0.5 –6.1
Translation differences 144.1 7.0 105.4 3.8 7.9 6.3 274.5
As of Dec. 31, 2022 7,464.9 14.9 663.0 118.3 162.1 771.9 9,195.0
1 Adjusted.
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b) Breakdown of goodwill led to plan adjustments which were key drivers for the im- The following table shows the key planning assumptions
As of December 31, 2023 and 2022, goodwill net of impair- pairments on the level of the respective CGUs. in 2022:
ment losses was allocated as follows:
The total impairment expense for 2023 amounted to IMPAIRMENT TESTING PARAMETERS PER CGU
ALLOCATION OF GOODWILL TO CASH GENERATING UNITS € 894.6 million (2022: € 760.9 million 1). In 2023, currency (PREVIOUS YEAR)
effects of € 36.7 million had an opposite effect, mitigating
EUR million Dec. 31, 2023 Dec. 31, 2022 the total impairment expense. Woowa
platform
% Group
Woowa platform Group 4,240.1 4,486.7
The fair value less costs of disposal of the CGUs (catego-
Glovo platform Group 333.3 810.6 rized as Level 3 in the fair value hierarchy) was calculated Revenue growth p. a. in planning period (CAGR) 15.1
Talabat Group 332.0 343.6 by applying the discounted cash flow method. The basis for Average EBITDA margin in planning period 26.6
Woowa B-mart Group 269.6 285.2 determining the expected future cash flow is a detailed Terminal value revenue growth 1.0
LatAm Group – 219.9 planning period of five years for each CGU. For perpetuity, EBITDA margin after end of planning period 30.0
Subtotal 5,175.0 6,146.1 the expected future cash flows (before interest and taxes) Average discount rate in planning period / WACC 10.1
Goodwill of other CGUs 310.4 483.1
of each CGU were determined under consideration of
CGU-specific revenue growth and adjusted EBITDA growth
Total 5,485.4 6,629.2
assumptions. The planning process for each CGU is based on a structured
bottom-up approach that is carried out once a year. The
The goodwill of DH Group has primarily decreased as of The following table shows the key planning assumptions overall process is directed by central management via top-
December 31, 2023, compared to the previous year, as a in 2023: down target-setting in the form of country-/company-
result of the impairment losses recognized in the context specific KPIs. The respective local management then pre-
of the goodwill impairment testing and due to currency IMPAIRMENT TESTING PARAMETERS PER CGU pares the budget and adjusts it in an iterative process
effects. together with central management. The business plan is
Woowa prepared by central management.
platform
In line with the requirements of IAS 36.11-12, Delivery Hero % Group
assessed indicators for possible impairments as of June 30, Local management teams use cohort models for revenue
2023. Due to a challenging market environment and high Revenue growth p. a. in planning period (CAGR) 6.6 planning. The cohort models analyze the past order behav-
inflation rates, a goodwill impairment loss of € 18.3 million Average EBITDA margin in planning period 30.4 ior of (local) end customers and apply statistical methods
was recognized on the level of Europe Dmart CGU. Terminal value revenue growth 1.0 to forecast the future behavior of existing end customers.
EBITDA margin after end of planning period 40.0 Future revenue from new end customers is derived from
Additionally, in the course of the 2023 annual impairment Average discount rate in planning period / WACC 11.3
the planned marketing expenses and the development of
test, the recoverable amount of a CGU was assessed as be- estimated acquisition costs per new end customer. The
ing below its carrying amount, leading to an impairment main assumptions of the cohort models include the cus-
in the CGUs Glovo platform (€ 495.8 million, Europe), LatAm tomer retention / reorder rate, customer activity rate, aver-
platform (€ 238.2 million, Americas), Europe platform age order size, and commission rates.
(€ 129.7 million, Europe) and Glovo Dmart (€ 12.6 million,
Integrated Verticals), respectively. The ongoing challenging The equity component of 2023 WACC is based on a uniform
market environment, including increasing costs of capital, risk-free base rate of 2.75% for the euro area (previous
year: 2.00%) and a CGU-specific risk premium between
1 Adjusted for an additional goodwill impairment relating to additional goodwill as part of the Glovo transaction on July 4 , 2022 (refer to Section D.2.c) for further details).
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8.70% and 41.90% (previous year: 10.0% to 33.1%). The 2. Property, Plant and Equipment
risk premium contains mainly adjustment components for
country risk as well as market risk. Additionally, CGU- CHANGES IN PROPERTY, PLANT AND EQUIPMENT
specific risk premiums are applied to the free cash flows,
which depend on the age of the CGU and decline towards Advance
Land, buildings and payments for
maturity or depending on the default risk derived from leasehold Operating property,
the rating. Furthermore, an entity-specific risk factor (beta improve- and office plant and
EUR million ments equipment equipment Total
factor) of 1.2 (previous year: 1.0) is used across all CGUs.
Tax rates of between 15.0% and 35.0% are applied de- COST
pendent on the CGU / country. In line with the application As of Jan. 1, 2023 820.5 504.0 37.8 1,362.4
of IFRS 16, a market-based debt ratio and interest rate is Disposals due to deconsolidation –10.5 –2.3 0.0 –12.8
included in the WACC.
Additions 230.0 79.3 47.5 356.8
Reclassifications 30.6 6.2 –36.8 0.0
As part of the annual impairment testing in 2023, a sensi-
Disposals –138.3 –52.1 –3.1 –193.5
tivity analysis was conducted with regard to headroom,
defined as the difference between a CGU’s fair value and its Translation differences –44.5 –33.3 –1.4 –79.1
net assets. Management noted that a possible change in As of Dec. 31, 2023 887.8 501.8 44.2 1,433.7
the assumptions shown in the below table could lead to a
situation where the net assets of the respective CGU exceed ACCUMULATED DEPRECIATION
the fair value. The following summarizes the total head- As of Jan. 1, 2023 –270.7 –286.7 0.0 –557.4
room for material CGUs as well as the reduction of the Disposals due to deconsolidation 7.2 1.2 – 8.4
terminal value EBITDA margin or the increase of WACC that
Depreciation –183.0 –133.1 – –316.1
would fully consume the remaining headroom.
Impairment losses –0.3 –0.9 – –1.2
Reclassification –1.7 1.8 – 0.0
HEADROOM ANALYSIS FOR SELECTED CGU’S
Disposals 80.4 26.3 – 106.7
Reduction Translation differences 33.8 38.8 – 72.5
of terminal
Headroom value As of Dec. 31, 2023 –334.4 –352.7 0.0 –687.1
in EUR EBITDA Increase
CGU million margin WACC Carrying amount as of Dec. 31, 2023 553.3 149.2 44.2 746.7
Carrying amount as of Jan. 1, 2023 549.8 217.3 37.8 804.9
Woowa platform Group 1,606.50 13.4% 3.2%
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Advance
Buildings and payments for
leasehold Operating property,
improve- and office plant and
EUR million ments equipment equipment Total
COST
As of Jan. 1, 2022 609.4 375.4 25.3 1,010.1
Additions through business combinations 61.5 46.1 0.3 107.9
Disposals due to deconsolidation –4.2 –1.6 0.0 –5.7
Additions 207.3 115.9 61.1 384.3
Reclassifications 28.4 14.0 –42.4 –
Disposals –99.4 –57.2 –5.6 –162.2
Translation differences 17.5 11.4 –0.9 28.0
As of Dec. 31, 2022 820.5 504.0 37.8 1,362.4
ACCUMULATED DEPRECIATION
As of Jan. 1, 2022 –160.6 –168.4 0.0 –329.0
Additions through business combinations –12.1 –19.0 – –31.0
Disposals due to deconsolidation 2.0 0.2 – 2.2
Depreciation –168.3 –143.7 – –312.0
Impairment losses –0.2 –0.1 – –0.3
Reclassifications –0.5 0.5 0.0 0.0
Disposals 61.2 31.5 – 92.8
Translation differences 7.8 12.2 0.0 20.0
As of Dec. 31, 2022 –270.7 –286.7 0.0 –557.4
Carrying amount as of Dec. 31, 2022 549.8 217.3 37.8 804.9
Carrying amount as of Jan. 1, 2022 448.7 207.0 25.3 681.0
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The decrease in property, plant and equipment is charac- – 2.9 million shares (previous year: 2.9 million shares) in 4. Other Assets
terized by conservative investments in operating and of- Just Eat Takeaway.com N.V. (Just Eat Takeaway.com), Other assets are composed as follows:
fice equipment in 2023, pronounced by lower investments which are measured at their fair value of € 13.78 per
in Dmart- and office infrastructure compared with 2022. share as of December 31, 2023 (in total € 39.7 million; OTHER ASSETS
In 2023, the depreciation of right-of-use assets amount to previous year: € 56.9 million ).
€ 142.0 million (previous year: €137.8 million) while the – 102.8 million shares (previous year: 102.8 million shares) EUR million Dec. 31, 2023 Dec. 31, 2022
majority relates to buildings classified as right-of-use as- in Deliveroo plc that are measured at their fair value of
Advance payments / prepaid
sets with a depreciation of €129.2 million (previous year: £ 1.28 per share as of December 31, 2023 (in total expenses 108.1 136.3
125.1 million). € 152.1 million; previous year: € 101.5 million). Value-added-tax receivables 94.6 89.9
Net defined benefit asset 8.3 10.3
Currency translation differences include hyperinflation-re- Furthermore, investments include minority stakes in sever-
Transaction costs capitalized 6.3 7.1
lated adjustments on property, plant and equipment of al non-listed entities. These investments are recognized at
Miscellaneous other assets 64.2 24.9
€ 66.6 million and reflect adjustments to assets attributable their fair value at December 31, 2023 of € 159.7 million
to the hyperinflationary economies of Argentina, Türkiye, (previous year: € 345.6 million). All investments are ac- Total 281.5 268.5
and Ghana. counted for at fair value through profit and loss in accord- thereof current 255.3 230.2
ance with IFRS 9. thereof non-current 26.2 38.3
As of December 31, 2023, the Group held land worth
€ 51.6 million, of which € 11.8 million was pledged as se- Non-current security deposits consist predominately of rent The transaction costs capitalized were paid in connection
curity for a bank loan. deposits given to lessors. with the revolving credit facility that was agreed as part of
the term loan agreement. They are amortized on a straight-
3. Other Financial Assets Derivative financial instruments comprise mainly the de- line basis over the contractual term. Miscellaneous other
Other financial assets are composed as follows: rivatives that were bifurcated from the host contract in assets included commercial partnerships with restaurants
connection with the term loan agreements DH entered and corporates.
OTHER FINANCIAL ASSETS into in May 2022, which are accounted for as financial
assets at fair value through profit and loss and are classi-
EUR million Dec. 31, 2023 Dec. 31, 2022 fied as non-current. The fair value of the derivatives
amounted to € 16.4 million as of December 31, 2023 (pre-
Investments 358.4 509.5
vious year: € 29.5 million). The derivative financial instru-
Non-current security deposits 27.1 32.6 ment identified within the interest rate swap agreement
Derivative financial instruments 22.8 30.7 associated with the USD term loan tranche entered into
Non-current loans granted 3.4 2.1 in January 2023 is measured at fair value through profit
Non-current bank deposits 1.5 13.6 and loss. It is classified as current and amounts to € 4.9 mil-
Total 413.2 588.6 lion as of December 31, 2023 (refer to Section F.10 Liabil-
thereof non-current 408.3 588.6
ities to Banks for further details).
thereof current 4.9 –
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5. Deferred Income Taxes level of Delivery Hero SE in compliance with local mini- assets for temporary differences of € 264.2 million (previous
Deferred tax assets and liabilities as of December 31, 2023 mum taxation rules. There is a total net deferred tax lia- year: € 241.9 million), for trade tax loss carryforwards of
and 2022 are as follows: bility of € 80.9 million on the level of Delivery Hero SE € 940.5 million (previous year: € 664.7 million), for corpo-
(previous year: € 39.7 million). ration tax loss carryforwards of € 5,149.8 million (previous
DEFERRED TAX ASSETS AND LIABILITIES year: € 4,086.9 million), and for interest carryforwards of
The change in deferred tax assets and liabilities results from € 33.1 million. The trade tax loss carryforwards as well as
Dec. 31, 2023 Dec. 31, 2022 the effects presented below: the temporary differences have no limitations on utiliza-
EUR million Assets Liabilities Assets Liabilities tion. The limitation on utilization of corporation tax loss
CHANGE IN DEFERRED TAX ASSETS AND LIABILITIES carryforwards is as follows:
Deferred taxes 309.4 562.7 241.0 524.8
Offsetting –300.6 –300.6 –236.4 –236.4 EUR million Dec. 31, 2023 Dec. 31, 2022 EXPIRATION OF TOTAL CORPORATION TAX LOSS
CARRYFORWARDS
Total 8.8 262.1 4.6 288.4
Deferred tax assets 8.8 4.6
The increase in deferred tax assets and liabilities (before Deferred tax liabilities 262.1 288.4 EUR million Dec. 31, 2023 Dec. 31, 2022
offsetting) results mainly from the additional recognition Net deferred tax liability
recognized 253.3 283.8 Total corporation tax loss
of deferred tax assets on tax loss carryforwards, which be- carryforwards 5,149.8 4,086.9
came recoverable with the recognition of deferred tax lia- Year-on-year change –30.5 22.3
Expiration
bilities connected to the Convertible Bonds IV as described thereof recognized in profit or
loss (income) –139.3 –27.8 Within five years 1,967.9 1,231.9
below. The increase in deferred tax liabilities was partially
thereof recognized in OCI 1
–4.2 26.8 After five years 651.6 427.1
offset by the release of deferred tax liabilities as a result of
the amortization and impairment of intangible assets iden- thereof recognized in equity 2
113.0 –1.9 Eligible to be carried forward
indefinitely 2,530.4 2,427.8
tified in previous acquisitions. Deferred tax assets on lease thereof (de-)recognized upon
acquisitions / divestments 3 0.0 25.2
liabilities amount to € 78.4 million (previous period:
€ 82.8 million), while deferred tax liabilities resulting from 1 Includes deferred tax changes (income) from foreign currency translation In addition, corporate tax loss carryforwards in connec-
the recognition of right-of-use assets amount to € 80.6 mil- differences of € 16.2 million, mainly in South Korea, Türkiye and Argentina tion with futures / forward transactions (Section 15 (4)
(previous year: (expense) of € 3.4 million) and deferred tax changes (expense)
lion (previous period: € 85.5 million). mainly from hyperinflation effects on intangible assets of € 13.1 million in German Income Tax Law) for which no deferred tax asset
Türkiye (previous year: € 23.4 million).
is recognized amount to € 208.8 million (previous year:
2 Includes deferred tax liabilities recognized related to the issuance of
In 2023, Delivery Hero issued the Convertible Bonds IV. Convertible Bonds IV (€ 122.6 million), less the derecognition of deferred tax € 208.8 million).
liabilities related to the partial buyback of the Convertible Bonds I and II of
Deferred tax liabilities of € 122.6 million were initially rec- € 6.0 million, previously recognized within non-current trade and other
ognized directly in equity in accordance with IAS 12. Fur- payables (previous year: € 1.9 million), and the correction of prior period
effects of € 3.6 million related to the convertible bonds.
thermore, Delivery Hero partially bought back the Con- 3 Related in 2022 to deferred tax liabilities on intangible assets and deferred tax
vertible Bonds I and II. Due to that, deferred tax liabilities assets on tax loss carryforwards identified in the acquisition of Glovo (net
€ 22.5 million) and deferred tax liabilities on intangible assets in the
of € 6.3 million were derecognized, out of which € 6.0 mil- acquisitions of Hugo (€ 0.6 million) and Alpha Dianomes S.A./Inkat S.A.
lion were derecognized in equity and € 0.3 million were (€ 2.1 million).
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EUR million Deferred tax assets Deferred tax liabilities Change during the year thereof recognized in profit (+) or loss (–)
ASSETS
NON-CURRENT ASSETS
Intangible assets 0.2 221.9 60.4 63.6
Property, plant and equipment 6.8 96.1 –3.4 –3.0
thereof IFRS 16 right-of-use assets – leasing 80.6
Other financial assets 22.8 16.9 18.7 18.5
Other assets 4.4 0.9 5.9 5.9
CURRENT ASSETS
Inventories 0.7 0.6 –1.1 –1.1
Trade and other receivables 6.5 9.4 –1.6 –1.6
Other assets 9.4 0.7 –9.5 –9.5
Cash and cash equivalents 1.7 0.2 –2.2 –2.2
Assets (disposal groups) classified as held for sale – 0.1 0.8 0.8
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities – 21.3 –4.4 –4.4
Pension provisions 0.3 – –0.7 –0.7
Other provisions 3.5 1.3 –1.5 –1.3
Trade and other payables 63.8 182.9 –98.5 14.5
thereof IFRS 16 lease liabilities non-current 62.0
Other liabilities – 9.0 –9.2 –9.2
CURRENT LIABILITIES
Financial liabilities – 0.1 –0.1 –0.1
Other provisions 3.9 0.3 1.2 1.3
Trade and other payables 27.0 1.1 1.9 1.9
thereof IFRS 16 lease liabilities current 16.4
Other liabilities 2.1 0.0 8.5 8.5
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ALLOCATION OF DEFERRED TAX ASSETS AND LIABILITIES TO BALANCE SHEET ITEMS (PREVIOUS YEAR)
EUR million Deferred tax assets Deferred tax liabilities Change during the year thereof recognized in profit (+) or loss (–)
ASSETS
NON-CURRENT ASSETS
Intangible assets 2.0 284.1 –33.3 22.3
Property, plant and equipment 6.0 91.9 –4.5 –4.5
thereof IFRS 16 right-of-use assets – leasing 85.5
Other financial assets 11.9 24.6 –21.6 –21.6
Trade and other receivables – – –0.1 –0.1
Other assets 0.3 2.8 –2.5 –2.5
CURRENT ASSETS
Inventories 1.7 0.6 –0.6 –0.6
Trade and other receivables 3.1 4.4 –1.4 –1.4
Other assets 18.6 0.4 18.4 18.4
Cash and cash equivalents 3.8 0.2 6.9 6.9
Assets (disposal groups) classified as held for sale – 1.0 –1.0 –1.0
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities – 16.9 –16.9 –16.9
Pension provisions 1.0 0.0 –6.7 –6.7
Other provisions 3.7 0.0 1.9 1.9
Trade and other payables 61.9 82.5 20.3 18.0
thereof IFRS 16 lease liabilities non-current 60.5
Other liabilities 0.2 – 1.0 1.0
CURRENT LIABILITIES
Other provisions 3.5 1.0 1.9 1.9
Trade and other payables 27.9 4.0 26.0 26.4
thereof IFRS 16 lease liabilities current 22.3
Other liabilities 4.2 10.6 –9.4 –9.3
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No deferred tax liabilities on temporary differences relating 7. Trade and Other Receivables The nominal value is € 1.00 per share. The subscribed cap-
to interests in subsidiaries of € 92.3 million (previous year: Trade and other receivables are composed as follows: ital of Delivery Hero SE as of December 31, 2023 was fully
€ 79.0 million) were recognized since the parent is able to paid-up.
control the timing of the reversal of the temporary differ- TRADE AND OTHER RECEIVABLES
ences and it is not probable that the temporary differences The change in subscribed capital is summarized as follows:
will be reversed in the foreseeable future. EUR million Dec. 31, 2023 Dec. 31, 2022
SUBSCRIBED CAPITAL
6. Inventories Receivables from payment service
provider 483.3 399.0
Inventories are composed as follows: EUR 2023
Trade receivables 133.6 122.1
Receivables from riders 36.1 34.9 Subscribed capital on January 1 265,086,455
INVENTORIES
Current given deposits 25.4 20.4 thereof treasury shares 7,794,307
EUR million Dec. 31, 2023 Dec. 31, 2022 Current loans granted 6.5 3.2 Issuances for non-cash contribution 5,574,042
Current bank deposits 4.7 52.0 Issuances for cash contribution –
Dmart inventories 109.5 98.6
Miscellaneous 22.3 26.7 Registered capital on December 31 270,660,497
Rider equipment 20.9 28.7
Total 711.9 658.3 thereof treasury shares 727,863
Miscellaneous 13.1 14.0
Total 143.5 141.3
8. Cash and Cash Equivalents The increase in subscribed capital is attributable to nine
Inventories of the Group consist mainly of Dmart inventories Cash and cash equivalents are composed as follows: capital increases mainly in connection with (i) 0.8 million
and rider equipment. Miscellaneous comprises packages, new shares to acquire further non-controlling interest in
bags, and other items that are provided to restaurants. CASH AND CASH EQUIVALENTS Glovo; (ii) 0.4 million due to the settlement of awards from
Glovo’s and Woowa’s share-based payment program; (iii)
The amount of inventories recognized as an expense dur- EUR million Dec. 31, 2023 Dec. 31, 2022 4.3 million due to the issuance of the restricted stock units
ing the period was € 1,511.0 million (previous year: under the existing share-based incentive program.
Cash 1,100.5 1,603.0
€ 1,392.7 million).
Cash equivalent 558.8 814.8 b) Authorized and conditional capital
In 2023, reversal of write-offs continued to exceed write- Total 1,659.4 2,417.8 The authorized and conditional capital of Delivery Hero SE
offs of inventories to net realizable value. As a result, net as of December 31, 2023 consists of 183,613,021 shares
reversals of € 9.1 million (previous year: € 2.3 million net Cash comprises bank balances, cash on hand, and checks. (previous year: 152,607,805 shares). At Delivery Hero SE’s
reversals) were recognized in expense as significant im- Cash equivalents are short-term liquid investments such as Annual General Meeting 2023, the existing Authorized Cap-
provements in unit economics were made due to opera- money market funds and Paypal accounts. ital 2022 / I was reduced to 1,300 shares, the Authorized
tional efficiencies. The write-offs and any consequential Capital 2022 / II was fully canceled and new Authorized
reversals are included in cost of sales. Restricted cash and cash equivalents amounted to € 2.2 mil- Capital 2023 / I and Authorized Capital 2023 / II, each in the
lion as of the reporting date (previous year: € 1.6 million). amount of 13,338,986 shares with the option to exclude
subscription rights of up to 10% of the share capital in the
9. Equity case of a capital increase in exchange for cash contribution,
a) Subscribed capital was created. In addition, Authorized Capital 2023 / III in the
Between January 1, 2023, and December 31, 2023 the num- amount of 7,036,000 shares was created to generate shares
ber of shares increased from 265,086,455 to 270,660,497 for employee participation programs under the exclusion
in the course of nine capital increases. of subscription rights. The Annual General Meeting 2023
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further approved the creation of new Conditional Capital d) Retained earnings and other reserves
2023 / I and Conditional Capital 2023 / II, each in the amount Other comprehensive income for the period developed as
of 13,338,986 shares with the option to exclude subscrip- follows:
tion rights of up to 10% of the shares capital for the issu-
ance of convertibles or bonds with warrants. DEVELOPMENT OTHER COMPREHENSIVE INCOME / LOSS
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10. Liabilities to Banks Upon initial recognition, the fair values of the derivatives 11. Other Provisions
Liabilities to banks comprise the liability component of amounted to € 8.6 million for the Dollar Term Facility and Provisions for legal risks primarily include provisions for
the syndicated term loan DH entered into in May 2022 € 6.7 million for the Euro Term Facility. They are included antitrust, rider reclassification risks in several jurisdictions,
comprising a $ 825 million US Dollar term facility (“Dollar in other non-current financial assets. and provisions for other legal and tax risks. Legal risk pro-
Term Facility”) and a € 300 million term facility (“Euro visions of € 277.1 million 1 were assumed in connection with
Term Facility” and, together with the Dollar Term Facility, Concurrently with the signing of the Term Facilities, the DH the Glovo acquisition in July 2022. Part of the non-current
the “Term Facilities”) that is classified as a financial liabil- Group entered into a revolving credit facility (“RCF”) in the provisions of the previous year (€ 143.0 million) was reclas-
ity at amortized cost. amount of € 425 million with a consortium of banks. During sified from non-current to current provisions during 2023,
2023, the aggregate principal amount of the RCF was in- as the cash outflow is expected within one year due to new
The Term Facilities’ maturity date is August 12, 2027. The creased twice by a total of € 55 million, resulting in a total payment enforcement legislation.
Dollar Term Facility bears interest at a rate of Term SOFR amount of € 480 million.
plus 5.75% p.a. and is repaid in consecutive quarterly in- The provisions for legal risks are recognized based on man-
stallments of 0.25% of the aggregate principal amount. The The RCF was utilized by way of ancillary guarantee and agement’s best estimate for the obligations. The underlying
Euro Term Facility bears interest at a rate of EURIBOR plus letter of credit facilities in the amount of € 241.1 million as risks involve diverse and partially complex legal aspects and
5.75% p.a. with repayment of the aggregate principal of December 31, 2023. Guarantees and letters of credit in are subject to substantial uncertainties. The Group may in-
amount at maturity date. Interests for both tranches are the amount of € 155.9 million were issued under these cur actual charges other than the recorded provisions for
payable on a quarterly basis. ancillary facilities as of December 31, 2023. The RCF and such matters.
the instruments issued under the ancillary facilities were
A floor has been agreed for the Term SOFR and the EURIBOR fully undrawn as of December 31, 2023. Restoration obligations arise from lease arrangements for
rate at 0.5% and 0.0%, respectively. In addition, on January office premises and Dmarts in several countries. Settlement
18, 2023, Delivery Hero entered into an interest rate swap As collateral for the term facilities bank accounts of the of these liabilities is contingent on the underlying lease
arrangement with a notional amount of $ 400 million to borrowers, the equity interests in the subsidiaries which terms. DH Group expects to settle the liabilities over the
hedge a portion of the floating interest rate on the Dollar are party to the loan agreements and certain intercompany next seven years.
Term Facility. Under the swap arrangement, the base rate receivables were pledged. As of December 31, 2023, the
(Term SOFR) was fixed at an interest rate of 3.29% for pledged bank accounts held cash and cash equivalents of Personnel provisions comprise short-term employee bene-
the period from February 12, 2024, to November 12, 2025. € 315.5 million. fits and termination benefits in accordance with IAS 19,
The swap arrangement is classified as a stand-alone deriv- mainly bonuses.
ative financial instrument measured at fair value (refer to In March 2024, Delivery Hero announced the successful
Section F.3 Other Financial Assets for further details). amendment and extension of the existing Term Facilities Miscellaneous encompassed other provisions for share-
and RCF, including a more favourable interest rate. Refer to based payments classified as a cash-settled, restructuring
The term facilities both include several early prepayment Section I “Subsequent events” for further details. of certain business operations of the Group, and an array
features as embedded derivatives. An optional prepay- of individually immaterial items.
ment feature that entitles Delivery Hero to repay the Term
Facilities early during their term has been evaluated as
not being closely related to the host contract. Together
with the floor features for Term SOFR and EURIBOR, the
prepayment options for both term facilities were bifurcat-
ed from the host contract and are accounted for at fair
value through profit or loss in accordance with IFRS 9.
1 Adjusted for an additional VAT liability (€ 18.4 million) identified as of the Glovo acquisition date.
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Restoration
EUR million Legal risks obligation Personnel Miscellaneous 1 Total
1 Adjusted.
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12. Trade and Other Payables The convertible loan included in non-current financial lia-
Trade and other payables are composed as follows: bilities relates to an unsecured convertible loan agreement
Delivery Hero entered into on July 14, 2022 with a nominal
TRADE AND OTHER PAYABLES amount of € 70.0 million bearing 2.5% interest. The aggre-
gate principal amount is repayable upon maturity on July
EUR million Dec. 31, 2023 Dec. 31, 2022 9, 2025. The convertible loan agreement substantially mod-
ified an existing convertible loan liability assumed as part
CURRENT FINANCIAL LIABILITIES
of the Glovo acquisition in 2022.
Liabilities to restaurants 768.1 652.3
Liabilities for outstanding invoices 298.7 256.7 The convertible loan agreement includes an early repay-
Trade payables 293.7 320.6 ment option and an extension option for Delivery Hero as
Contingent and non-contingent purchase price obligations 50.2 169.0 well as a conversion right for the lender to convert the
Lease liabilities 105.7 115.1 nominal amount at an issue price of € 48.28 per share into
Liabilities to riders 57.0 48.6
shares of the subsidiary Glovoapp23 S.A. and a feature to
convert interest payments into shares of Glovoapp23 S.A.,
NCI put liability 46.2 16.1
conditional on the DH share price exceeding an agreed
Accrued interest liability 42.0 36.1
threshold. The liability component is classified as financial
Wallet liabilities 18.9 20.1
liability at amortized cost.
Security deposits received 3.2 3.7
Miscellaneous 20.2 11.3 The conversion right is not classified as an equity instru-
Total current financial liabilities 1,704.0 1,649.6 ment in accordance with IAS 32. Together with the repay-
ment and extension features, the conversion features are
NON-CURRENT FINANCIAL LIABILITIES bifurcated from the host contract and are accounted for as
Lease liabilities 322.9 316.7 a single compound derivative based on their interdepend-
Convertible loan 80.3 72.0 ence at fair value through profit or loss in accordance with
Contingent and non-contingent purchase price obligations 9.7 50.1 IFRS 9. Upon initial recognition, the fair value of the deriv-
NCI put liability 3.0 286.4 ative amounted to € 1.2 million. It is included in other
Derivative financial instruments 20.2 20.7
non-current financial assets.
Security deposits received 3.7 3.8
The decrease in current contingent and non-contingent
Miscellaneous 3.0 12.0
purchase price obligations was mainly related to the pay-
Total non-current financial liabilities 442.8 761.7
ment of earn-out liabilities in connection with the acquisi-
tion of InstaShop and Hugo, which amounted to € 81.0 mil-
lion and € 60.1 million respectively.
The NCI put liability to acquire remaining outstanding transfer of Delivery Hero shares issued at the closing date
Woowa shares decreased by € 242.2 million due to the of the Woowa transaction and currently represented as
exercise of options by former Woowa Management in treasury shares in equity.
March 2023 and fair value measurement effects attributed
to the decrease of the DH share price in 2023. Delivery Hero In addition, Glovo NCI put liability to acquire outstanding
will acquire the remaining Woowa shares over the course Glovo shares decreased by € 11.1 million due to exercise of
of four years after closing (March 4, 2021) against the options in 2023 and fair value measurement effects.
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13. Convertible Bonds The Convertible Bonds IV were issued at 100% of their According to IAS 32, the conversion right within the Con-
The financial liability in connection with issued convertible nominal value with a semi-annually payable coupon of vertible Bonds IV constitutes an equity instrument, which
bonds is composed as follows: 3.25% p.a. The initial conversion price amounts to € 57.75, is included in equity in the amount of € 403.6 million after
representing a conversion premium of 40.0% above the deduction of the issuance cost. The liability component is
CONVERTIBLE BONDS reference price of € 41.25. The Convertible Bonds IV were classified as a financial liability at amortized cost. It amount-
placed solely with institutional investors in certain juris- ed to € 589.6 million after deduction of issuance cost upon
EUR million Dec. 31, 2023 Dec. 31, 2022 dictions via private placement. Shareholders’ subscription initial recognition. The difference to the nominal amount
rights were excluded. The convertible bonds are trading of € 410.4 million is accrued as interest expense of the fi-
Convertible Bonds I 1,122.9 1,575.9
on the non-regulated open market segment (Freiverkehr) nancial liability over the respective term of the tranches
thereof tranche A due in of the Frankfurt Stock Exchange. using the effective interest method. The early redemption
January 2024 286.7 751.8
features of Delivery Hero and the early redemption rights
thereof tranche B due in
January 2027 836.2 824.1
Delivery Hero is entitled to redeem the Convertible Bonds of the bondholders constitute embedded derivatives that
IV at any time (i) on or after September 11, 2028 if the stock are, however, not separated from the host contracts in ac-
Convertible Bonds II 1,166.2 1,373.5
exchange price per Delivery Hero share amounts to at least cordance with IFRS 9, as they are evaluated as being close-
thereof tranche A due in
July 2025 480.2 701.8 150% of the then-relevant conversion price over a certain ly related. The values of these embedded derivatives are
period or (ii) if 20% or less of the aggregate principal interdependent.
thereof tranche B due in
January 2028 686.0 671.6 amount of the aggregate principal amount of the Convert-
Convertible Bonds III 1,190.3 1,172.9 ible Bonds IV remain outstanding. Delivery Hero received gross proceeds amounting to
€ 1.0 billion from the Convertible Bonds IV.
thereof tranche A due in
April 2026 720.4 708.2 Holders of the Convertible Bonds IV are entitled to uncon-
thereof tranche B due in ditionally require an early redemption of their Convertible Buyback of convertible bonds
March 2029 469.9 464.7 Bonds IV at their principal amount plus accrued interest on Following the placement of the Convertible Bonds IV,
Convertible Bonds IV due August 21, 2028. Delivery Hero completed a partial buyback of the Compa-
in February 2030 623.5 – ny’s outstanding Convertible Bonds I maturing in 2024 and
Financial liability in connection The bondholder holds a conditional put right if an investor Convertible Bonds II maturing in 2025. In total, Convertible
with convertible bonds 4,102.9 4,122.3
gains indirect or direct voting rights of 30% or more Bonds I in a nominal value of € 476.4 million and Convert-
(“change of control”). If such a change of control occurs, ible Bonds II in a nominal value of € 250.0 million were
the bondholder has the right to declare those bonds that acquired for a cash payment of € 675.1 million in total in-
Placement on February 21, 2023 – Convertible Bonds IV have not yet been converted or redeemed to be due. In that cluding commission. The financial liability component de-
On February 21, 2023, Delivery Hero issued senior, unse- case, the bonds are redeemed at their principal amount creased by € 470.3 million and € 235.1 million for Convert-
cured convertible bonds maturing in February 2030 in a plus interest accrued. ible Bonds I and Convertible Bonds II, respectively. The
principal amount of € 1.0 billion, divided into 10,000 bonds related equity components decreased by € 30.7 million in
in a nominal amount of € 100,000 each (the “Convertible total. The buybacks resulted in a gain of € 61.0 million and
Bonds IV”). The Convertible Bonds IV are initially converti- were included in net interest result. Following the repur-
ble into approximately 17.3 million new or existing ordinary chase, the bonds were canceled.
no-par value registered shares of Delivery Hero.
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EUR million Dec. 31, 2023 Dec. 31, 2022 Taxes and charges comprise primarily VAT payables, with-
holding taxes, and payroll taxes.
NON-CURRENT OTHER
LIABILITIES
Received payments 32.4 36.1 Liabilities to employees relate primarily to wages and sal-
aries of € 28.3 million (previous year: € 30.1 million)
Other long-term employee
benefits – 3.7 and accrued vacation of € 57.7 million (previous year:
Miscellaneous 3.7 4.6 € 53.4 million).
Total non-current other liabilities 36.1 44.4
15. Income Tax Liabilities and Receivables
CURRENT OTHER LIABILITIES Income tax liabilities arose in group entities with positive
Taxes and charges 212.5 202.7
taxable income or from local withholding tax obligations
on intercompany group charges.
Liabilities to employees 88.6 86.4
Deferred income 44.8 39.2
Contract liabilities 32.4 37.9
Social security liabilities 26.9 29.2
Other long-term employee
benefits (current portion) 13.8 28.7
Miscellaneous 28.9 29.4
Total current other liabilities 447.9 453.5
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1. Revenue
Revenue is composed as follows:
Commission fees 4,099.2 3,681.3 417.9 11.4 Asia 1,343.6 2,385.9 3,729.4 1,520.6 2,283.0 3,803.6
Delivery fees 1 2,423.3 2,201.5 221.8 10.1 MENA 1,268.8 1,431.9 2,700.8 1,075.3 1,143.1 2,218.4
Dmarts 1,947.6 1,559.6 388.0 24.9 Europe 990.2 532.2 1,522.4 641.3 339.2 980.5
Advertising and listing Americas 378.0 273.1 651.0 413.9 267.8 681.6
fees 1,259.7 1,042.8 216.9 20.8
Integrated Verticals 10.4 2,115.7 2,126.1 6.2 1,728.5 1,734.7
Payment fees 530.4 509.9 20.6 4.0
Intersegment consolidation
Service fees 197.8 91.4 106.5 >100 adjustments –266.4 –199.9
Subscription fees 91.4 49.5 41.9 84.7 Vouchers –849.8 –794.8
Other 242.2 236.2 6.0 2.5 Reconciliation effects 1 328.4 153.3
Less vouchers –849.8 –794.8 –55.0 6.9 Revenue 9,941.9 8,577.3
Revenue 9,941.9 8,577.3 1,364.5 15.9 1 Reconciliation effects in 2023 comprised IFRS adjustments for (i) logistic revenues of Glovo Spain, Poland, Ukraine, Serbia, and Ivory Coast (in 2022 Glovo Spain, Poland,
Ukraine and Georgia), that are reflected as net of related costs in the management reporting, whereas presented on a gross basis under IFRS 15 in the consolidated
1 Fees charged separately for delivery services. statement of profit and loss and other comprehensive income; and (ii) net presentation of buy-and-sell activities of Glovo Spain and Portugal in the management
reporting, whereas on a gross basis in accordance with IFRS 15 in the consolidated statement of profit and loss and other comprehensive income for 2022 and 2023.
The growth in revenue across the Group was characterized Total Segment Revenue predominately comprises revenue
by organic growth as well as by inorganic effects, mainly from the platform business (commission based), revenue
related to acquisitions in 2022, predominantly through the from the sale of goods in the Integrated Vertical segment
integration of Glovo into the Group 1. (mainly Dmart sales) and other non-commission based rev-
enue.
Revenue from advertising and listing fees includes Adtech
products, such as premium placement. Refer to Section E.2.a) for the development of revenue per
segment.
In the following table, revenue is further disaggregated by
segment and its source, commission vs. non-commission
revenue.
1 Revenue of Glovo is included for twelve months in 2023 vs. six months in 2022.
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2. Cost of Sales The largest item in cost of sales remained delivery expens- 3. Marketing Expenses
Cost of sales is comprised as follows: es, increasing in connection with the continuous roll-out Marketing expenses are composed as follows:
of own delivery services. The delivery models adapt in
COST OF SALES many markets to the use of third party logistics services MARKETING EXPENSES
instead of hiring drivers. Delivery expenses included own
Change delivery personnel of € 196.6 million (previous year: Change
EUR € 199.9 million) as well as external riders and other oper- EUR
EUR million 2023 2022 million % EUR million 2023 2022 million %
ating delivery expenses of € 4,299.5 million (previous year:
€ 3,840.8 million).
Delivery expenses –4,496.0 –4,040.7 –455.3 11.3 Restaurant acquisition –626.5 –597.0 –29.5 4.9
Dmarts –1,602.7 –1,325.7 –277.0 20.9 Customer acquisition –499.3 –525.8 26.4 –5.0
Dmarts costs of goods sold increased, reflecting the growth
Fees for payment Amortization of
services –430.3 –424.9 –5.4 1.3 of that business segment, resulting from an increased cus- customer / supplier
tomer demand, higher average order value connected to base –80.0 –80.1 0.1 –0.1
Server hosting –128.1 –140.7 12.6 –8.9
basket size initiatives, and improvements in product assort- Amortization of
Picker cost –87.8 –92.0 4.2 –4.5 trademarks –55.9 –51.9 –4.0 7.7
ment and diversification.
Purchase and Other marketing
depreciation of expenses –196.5 –210.8 14.3 –6.8
terminals and other Dmarts-related costs predominantly comprised merchan-
POS systems –74.3 –103.8 29.5 –28.4 Total –1,458.2 –1,465.6 7.4 –0.5
dise sold net of rebates of € 1,466.8 million (previous year:
Cost of sale from buy
and sell activities −49.2 −26.2 −23.0 87.6 € 1,174.8 million), as well as inventory write-offs and se-
Expenses for data lected personnel costs. In 2023, reversals of inventory Marketing expenses slightly decreased year-over-year, re-
transfer –28.1 –26.2 –1.9 7.4 write-offs in the amount of € 24.3 million (previous year: sulting in a noteworthy improvement in marketing efficien-
Other Integrated € 24.9 million) exceeded inventory write-offs to net realiz- cy while continuing to invest in early-stage markets and
Verticals –27.7 –99.2 71.5 –72.1
able value of € 15.2 million (previous year: € 22.6 million). stronger market positions in competitive markets.
Rider equipment –24.3 –34.0 9.7 –28.6
Other goods and Picker costs relate to the physical collection of the order Restaurant acquisition refers to costs for acquisition and
merchandise –8.5 –6.6 –1.9 28.8
units mainly in Dmarts but also in other grocery stores. general support to restaurants’ sales.
Other cost of sales –12.0 –25.5 13.5 –53.0
Total –6,969.2 –6,345.5 –623.6 9.8
Customer acquisition costs included TV, radio, and offline
marketing of € 192.9 million (previous year: € 185.8 mil-
Cost of sales grew in absolute terms but remained below lion), search engine marketing (SEM) and optimization
the revenue growth (+15.9%) from 2022 to 2023, thus con- (SEO) of € 148.6 million (previous year: € 155.7 million) and
tributing to an improved gross profit margin. The increase other customer acquisition costs of € 157.9 million (previ-
in cost of sales was primarily attributed to the inorganic ous year: € 184.3 million), mainly social media, display, and
contribution of Glovo1. mobile marketing.
1 Glovo is included for twelve months in 2023 vs. six months in 2022.
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Other marketing expenses mainly included personnel 5. General Administrative Expenses The decrease in share-based payment expenses primarily
costs for salaries and wages, expenses for influencers, General administrative expenses are composed as follows: results from adjusted granting, whereby the grant is lim-
vendor branding, marketing tools and research, as well as ited to one tranche per respective year, and the simulta-
sponsorships. GENERAL ADMINISTRATIVE EXPENSES neous granting of the second to fourth tranches for the
following years no longer applies, the LTIP plan contrib-
4. IT Expenses Change uted € 185.0 million of expenses in 2023 (previous year:
IT expenses are composed as follows: EUR € 227.5 million). Additionally, a one-time share-based pay-
EUR million 2023 2022 million %
ment expense of €30.0 million in connection with the
IT EXPENSES acquisition of Woowa was included in the comparative
Personnel expenses –625.4 –598.8 –26.6 4.4
period (2022). For further information on the Group’s
Depreciation,
Change amortization and share-based payment programs, refer to Section H.2.
impairment –442.7 –280.9 –161.8 57.6
EUR
EUR million 2023 2022 million % Share-based payment Depreciation, amortization, and impairment increased
expenses –247.4 –325.9 78.5 –24.1
year-over-year, mainly due to an impairment expense of the
Personnel expenses –500.8 –412.6 –88.2 21.4 Consulting and audit
expenses –65.9 –105.4 39.5 –37.5 Yemeksepeti brand following a review of the recoverability
Other non-personnel
IT expenses –86.8 –104.7 17.9 –17.1 Other (non-income) of the brand, which resulted in an impairment expense of
Total –587.6 –517.3 –70.3 13.6
taxes –60.7 –48.5 –12.2 25.2 €140.4 million in 2023. To a minor extent, depreciation and
Other office expenses –59.8 –58.2 –1.7 2.9 amortization also grew, following the increased number of
IT expenses are primarily associated with research and de- Travel expenses –46.8 –43.9 –2.9 6.7 internally generated intangible assets and right-of-use as-
velopment (€ 449.9 million; previous year: € 407.7 million). Insurances –20.2 –20.4 0.2 –0.9 sets from lease contracts capitalized. The depreciation ex-
The increase was mainly attributed to the Glovo’s acquisi- Telecommunications –15.0 –14.4 –0.6 3.8
penses for right-of-use assets amounted to € 142.0 million
tion effect and continuing investments to focus on platform (previous year: € 137.8 million) and the depreciation ex-
Other HR and
and product innovation. Other non-personnel IT expenses recruiting costs –9.7 –13.7 3.9 –28.7 penses for internally generated intangible assets amount
decreased due to non-recurring server and license expens- Bank charges –7.8 –7.7 –0.0 0.5 to € 40.9 million (previous year: € 27.7 million).
es incurred in 2022. Refer to Section A.6. of the Combined Rent and lease
Management Report for further information on research expenses –7.5 –14.3 6.8 –47.7 The cost of other (non-income) taxes increased mainly due
and development. Miscellaneous –135.4 –192.6 57.2 –29.7 to the Digital Services Tax incurred in certain Glovo markets.
Total –1,744.2 –1,724.6 –19.5 1.1
Largest item in miscellaneous expenses relates to provi-
sions for antitrust risks.
The increase in personnel expenses during the reporting
period was impacted by the inorganic effects of the Glovo
acquisition1, the restructuring measures executed through-
out 2023, as well as by earn-out and other bonus arrange-
ments’ costs for € 39.4 million (previous year: € 33.1 million)
in connection with acquisitions in the previous periods.
1 Glovo is included for twelve months in 2023 vs. six months in 2022.
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6. Other Operating Income 7. Other Operating Expenses and Goodwill 8. Net Interest Result
Other operating income is composed as follows: Impairment Net interest result was composed as follows:
Other operating expenses are composed as follows:
OTHER OPERATING INCOME NET INTEREST RESULT
OTHER OPERATING EXPENSES AND GOODWILL
Change IMPAIRMENT Change
EUR EUR
EUR million 2023 2022 million % Change EUR million 2023 2022 million %
EUR
Proceeds received EUR million 2023 2022 1 million % Amortization of
under commercial financial liabilities
disputes 45.7 – 45.7 n/a measured at
Impairment of amortized costs –286.7 –182.1 –104.6 57.4
Gain from sale of rider goodwill 1 –857.8 –760.9 –96.9 12.7
equipment 10.1 12.7 –2.7 –21.0 Other interest
Loss from disposal of expenses –49.5 –20.0 –29.6 >100
Gain from disposal of subsidiaries /
subsidiaries / investments –17.3 –56.9 39.7 –69.7 Interest expense from
investments 5.8 0.3 5.5 >100 discounting of lease
Miscellaneous –10.2 –8.1 –2.1 26.2 liabilities –22.8 –22.3 –0.5 2.1
Gain from the release
of liabilities – 10.3 –10.3 –100.0 Total other operating Interest and similar
expenses and good- income 126.7 45.2 81.5 >100
Miscellaneous 15.0 22.5 –7.5 –33.5 will impairment –885.3 –825.9 –59.4 7.2
Total –232.2 –179.1 –53.1 29.7
Total 76.5 45.9 30.6 66.7
1 Adjusted.
Amortization of financial liabilities measured at amortized
In 2023, proceeds received under commercial disputes of Goodwill impairment losses recognized in 2023 related to costs include effective interest from convertible bonds and
€ 45.7 million are related to final awards granted under the cash generating units (CGU) of Glovo platform, Glovo the syndicated term loan. The increase in 2023 was driven
commercial disputes. The gain from disposal of subsidiar- Dmart, LatAm platform, Europe platform and Europe mainly by the syndicated term loan entered in May 2022
ies / investments of € 5.8 million is related to the disposal Dmart. The challenging market environment, including in- (eight months in 2022 versus twelve months in 2023) and
of stakes in Tabby Inc. creasing costs of capital and higher inflation rates, were the by the issuance of a new convertible bond (“Convertible
key drivers for the impairments losses identified (refer to Bond IV”) in February 2023.
In 2022, the gain from the release of liabilities of € 10.3 mil- section F.1.b) for further details). In the previous year,
lion referred to the release of a contingent consideration goodwill impairment losses were allocated to the CGUs of Other interest expense increased mainly due to the reclas-
liability in connection with the acquisition of Zomato UAE Glovo platform, Glovo Dmart, LatAm platform, InstaShop, sification of provisions for legal risks from long term to
in 2019. Türkiye, Honest Food and LatAm Dmart. short term following changes in legislation (refer to section
F.11. for further details), interest accrued on purchase price
Loss from disposal of subsidiaries / investments mainly in- liabilities related to acquisitions of the previous period, as
cluded € 15.6 million disposal losses from the Sweetheart well as commitment fees for the revolving credit facility.
Kitchen business and € 1.4 million deconsolidation losses
in connection with the ceased business activities in Japan. In 2023, interest and similar income reflected mainly the
gain resulting from the buyback of convertible bonds
(€ 61.0 million) and interest income on cash balances ben-
efiting from rising interest rates (€ 50.2 million).
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9. Other Financial Result The application of IAS 29 for Türkiye, Argentina, and Leb- The effective income tax expense is reconciled as follows:
Other financial result was composed as follows: anon, 1 which continued to be evaluated as a hyperinfla-
tionary economies, and the first-time application of IAS 29 TAX RATE RECONCILIATION
OTHER FINANCIAL RESULT for Ghana resulted in a total net loss on the net monetary
position of € 7.3 million (previous year: net gain of EUR million 2023 2022 1
Change € 42.6 million).
Earnings before income taxes 1 –2,162.6 –2,852.3
EUR
EUR million 2023 2022 million % Income tax using the Company´s
10. Share of Profit or Loss of Associates
domestic tax rate (2023: 30.175%; 2022:
Foreign currency result –143.7 –50.1 –93.6 >100
and Joint Ventures Accounted for Using 30.175%) 1 652.6 860.7
the Equity Method ADJUSTMENTS
Result from remeas-
urement of financial In the previous year, the result reflected in particular the
instruments FVtPL –125.0 –152.7 27.7 –18.1 Deviations between the Company´s
pro rata losses from Glovo before its acquisition in July 2022. domestic and foreign tax rates 1 –8.7 –115.7
Result on net In 2023, it included primarily impairments, as well as the
monetary position Change in deferred taxes due to
(hyperinflation) –7.3 –42.6 35.3 –82.9 contribution from individually non-significant investments tax rate change 2 0.3 –3.8
Result from disposal of accounted for using the equity method. Deviations due to withholding tax
investments and other expenses –60.2 –35.0
financial assets –1.0 –14.0 13.0 –92.9 Non-deductible operating expenses –128.7 –112.9
11. Income Taxes
Result from other Tax-exempt income 10.3 134.8
investments 8.6 1.9 6.7 >100 Income tax expense was composed as follows:
Tax effects from adding and deducting
Miscellaneous 2.3 0.3 2.0 >100 for local taxes –8.0 –8.1
INCOME TAX EXPENSE
Total –266.1 –257.2 –8.9 3.4 Effects from partnerships and German
fiscal unities for corporate and trade tax
Change purposes –3.4 –0.5
In 2023, the other financial result includes valuation effects EUR Effects from the non-recognition
EUR million 2023 2022 million % of deferred tax assets on tax loss
from fair value adjustments of financial instruments ac- carryforwards and temporary differences 3 –239.6 –348.2
counted at fair value through profit and loss, as detailed Current income taxes –281.4 –169.0 –112.4 66.5 Other income taxes –0.7 –2.7
below: Previous-period deferred income taxes –0.6 1.8
Current period income
taxes –274.7 –172.3 –102.4 59.4
Previous-period current income taxes –6.7 3.3
– € 164.2 million loss (previous year: loss of € 631.4 mil- Previous period
income taxes –6.7 3.3 –10.0 >100 Effects from equity-accounted investees –3.1 –33.4
lion) from the fair value remeasurement of investments
in public and non-public entities. Deferred income Permanent differences 1 –343.6 –482.1
taxes 139.3 27.8 111.5 >100 Other tax effects –2.0 0.5
– € 33.8 million gain (previous year: gain of € 307.8 mil-
lion) from the remeasurement of the NCI put liability to Income tax expense –142.1 –141.2 –0.9 0.6 Income taxes –142.1 –141.2
acquire the remaining outstanding Woowa shares.
1 Adjusted.
– € 12.4 million revaluation loss (previous year: gain of 2 Mainly results from the adjusted tax rate for the calculation of deferred tax
€ 47.9 million) of derivative financial instruments. liabilities on intangible assets within the purchase price allocation of Woowa.
In 2023, the effect was netted off with the effect from the adjusted tax rate in
– € 17.8 million revaluation gain (previous year: gain of the United Arab Emirates.
€ 31.8 million) from other financial instruments. 3 Includes positive effects from the recognition of additional deferred tax assets
on tax loss carryforwards on the level of Delivery Hero SE of € 61.9 million
(previous period: reversal of deferred tax assets of € 14.0 million).
1 The Group ceased its minor operations in Lebanon during the second half of 2023.
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Non-deductible operating expenses result mainly from top-up tax may apply where the effective tax rate in a juris- H. Other disclosures
voucher expenses and rider expenses that are non-deduct- diction falls below 15%.
ible in most countries in Latin America as well as non-de- 1. Employee Benefits
ductible interest expenses. In 2022, the liquidation losses The Group has assessed the potential future impact based Pensions and similar obligations comprise the following:
within Delivery Hero SE additionally contributed to the on a simplified approach (IFRS income minus dividend in-
non-deductible operating expenses as material effect. come) relying on 2023 financial information. If the legisla- PENSIONS AND SIMILAR OBLIGATIONS
tion was applicable in 2023, the simplified Pillar 2 top-up
In 2023, permanent differences mainly include fair value tax relating to the Group’s operations in Bahrain, Qatar and EUR million Dec. 31, 2023 Dec. 31, 2022
adjustments of financial assets, the reversal of the NCI put UAE would amount to approx. € 20 million. While it is ex-
Provisions for pensions 1.8 2.4
liability following the acquisition of the remaining Woowa pected that countries will raise their corporate income tax
shares, as well as effects from goodwill impairment and the rates to 15%, the actual top-up tax amounts payable in Similar obligations 19.4 14.8
hyperinflation effects of Türkiye and Argentina. In 2022, Germany are likely to decrease in subsequent years. Total 21.2 17.2
permanent differences included primarily fair value adjust-
ments of financial instruments (especially investments, the Disclosures relating to changes in enacted tax laws in The provision for pensions reflects the excess of the present
NCI put liability to acquire the remaining Woowa shares, Germany value of defined benefit obligation over the corresponding
and the shares in Glovo in the course of its reclassification On March 22, 2024, the German Federal Council approved fair value of plan assets (if applicable) of a defined benefit
from an associate accounted for using the equity method the mediation result on the Growth Opportunities Act plan.
to a consolidated subsidiary), effects from goodwill impair- (Wachstumschancengesetz), thereby also agreeing to the
ment, the termination of the collar-loan transactions, as improved loss carryforward. For the assessment periods Provisions for similar obligations include statutory required
well as the hyperinflation effects of Türkiye and Argentina. 2024 to 2027 the corporate tax loss carryforward exceeding one-time end-of-service payments. The increase is primar-
the base amount of € 1 million will be increased to 70% of ily related to the years of service completed by employees.
The tax rate of the Group is 30.175% and corresponds to the total amount of corporate tax income. Starting from
the tax rate of Delivery Hero SE. It comprises the tax rate the assessment period 2028, the previous percentage limit In accordance with statutory requirements, the DH Group
for corporate income tax inclusive of the solidarity sur- of 60% applies again to minimum profit taxation. Based on maintains defined benefit plans among others in Korea and
charge of 15.825% and the trade tax rate of 14.35%. Tax the assumption that the passive taxable temporary differ- Türkiye. In Korea, beneficiaries are entitled to one month’s
rates within the group range from 0% to 35%. ences at the Delivery Hero SE level will essentially reverse salary for each year of employment after one year of con-
within the next seven years, and that the application of the tinuous employment. The payment is measured on the
Global minimum top-up tax adjusted percentage limit over this 7-year period is subject average monthly pay during the final three months of em-
The OECS’s global anti-base erosion model rules, referred to a pro-rata application, the legislative change would re- ployment and is awarded as a lump sum. The retirement
to as Pillar 2 legislation, has been enacted or substantively sult in a reduction of the net deferred tax liabilities of ap- age in Korea is 60 years. In Türkiye, lump sum termination
enacted in various jurisdictions the Group operates in. As prox. € 6 million. indemnities are provided to each employee who has com-
the Pillar 2 rules will apply to multinational groups with pleted one year of service and whose employment is ter-
total revenues of € 750 million or more in at least two of minated due to retirement or for reasons other than resig-
the four preceding years, the Group is in the scope of Pillar nation or misconduct.
2 rules upon enactment. According to the German Gesetz
zur Umsetzung der Richtlinie (EU) 2022 / 2523 des Rates zur The provision is determined using the projected unit cred-
Gewährleistung einer globalen Mindestbesteuerung und it method. The actuarial assumptions underlying the calcu-
weiterer Begleitmaßnahmen dated December 21, 2023, the lation are summarized below:
legislation becomes effective for the Group’s financial year
beginning January 1, 2024. Under these rules, additional
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ACTUARIAL ASSUMPTIONS The present value of the defined benefit obligation changed The following table shows a reconciliation for the net de-
as follows: fined benefit assets and liabilities:
% 2023 2022
CHANGE IN THE PRESENT VALUE OF THE DEFINED BENEFIT RECONCILIATION FOR THE NET DEFINED BENEFIT ASSETS
Actuarial interest rate 2.91–24.60 3.00–16.60 OBLIGATION AND LIABILITIES
Salary trend 1.00–22.60 1.00–14.20
Mortality – males 0.03–0.73 0.03–0.73 EUR million 2023 2022 EUR million 2023 2022
Mortality – females 0.01–0.33 0.01–0.33
DBO on Jan. 1 36.6 32.2 Fair value of the planned assets on
Dec. 31 (+) 61.9 44.4
Service cost 24.0 15.0
Sensitivities of the present value of the defined benefit ob- Defined Benefit Obligations on
ligations (DBO) are presented below: Pension benefits –11.9 –7.2 Dec. 31 (–) –55.4 –36.6
Interest expense (income) 1.9 0.7 Net defined benefit asset (+) /
liability (–) 6.5 7.9
SENSITIVITIES OF THE PRESENT VALUE OF THE DEFINED Actuarial (gains) / losses 5.0 –3.6
BENEFIT OBLIGATIONS Currency translation –0.2 –0.6 represented by
As of December 31, 2023, DH Group has € 8.1 million net Net defined benefit liability
DBO on the basis of the current (remaining Group) –1.6 –2.4
discount rate assumption 1.8 2.4 plan assets recognized in the consolidated statement of
Net defined benefit asset (+) /
DBO given an increase in the
financial position (previous year: € 10.3 million). Plan assets liability (–) 6.5 7.9
discount rate of 1 percentage point 1.2 2.3 comprise solely cash and cash equivalents as well as equi-
DBO given a decrease in the ty-linked bonds. The fair value of the plan assets changed Contributions of € 22.0 million are expected to the pension
discount rate of 1 percentage point 2.4 2.7
as follows: plans for the 2024 financial year.
DBO on the basis of the current
salary trend assumption 1.8 2.4
CHANGE OF THE FAIR VALUE OF THE PLAN ASSETS In 2023, € 15.3 million (previous year: € 14.4 million) were
DBO given an increase in the salary
trend of 1 percentage point 2.4 2.7 recognized as an expense for defined contribution plans.
EUR million 2023 2022
DBO given a decrease in the salary
trend of 1 percentage point 1.2 2.3 2. Share-Based Payments
Fair value of plan assets on Jan. 1 44.4 –
The DH Group has been operating share-based payment
Interest income 2.3 0.0 programs since 2011. As of December 31, 2023, the Group
Return on plan assets excluding had the following share-based payment arrangements.
amounts already recognized as
interest income 0.1 0.0
Pension payments made –5.8 – a) LTIP
Contributions to plan assets 23.5 44.4
Terms and conditions
In 2018, Delivery Hero SE issued a long-term incentive plan
Currency translation –2.6 –
(LTIP) consisting of two types of awards: Restricted Stock
Fair value of the plan assets on
Dec. 31 61.9 44.4 Plan (RSP) and Stock Option Program (SOP). Eligible partic-
ipants are the Management Board, managing directors of
certain subsidiaries, 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 annual tranches
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
(four in total) that are awarded to the participants in a sin- subject to a 24-month cliff. In 2021, Delivery Hero updated The options outstanding as of December 31, 2023 had
gle agreement in year one. In 2023, Delivery Hero adjusted the LTIP Terms and Conditions for the employees, reducing strike prices between € 28.68 and € 122.14 (previous year:
from granting four consecutive annual tranches simultane- the cliff to 12 months. 1 Participants who had an existing € 35.30 and € 122.14) and a weighted average remaining
ously to granting discrete annual awards. LTIP package at this time were able to roll over to the new contractual life of 39 months (previous year: 43 months).
LTIP terms and conditions. Bad leavers lose all vested and
Each year, a number of RSUs and stock options are allocat- unvested awards. A good leaver retains all vested RSUs and The plan contributed € 185.0 million of expenses in 2023
ed to the respective beneficiary. Each annual tranche is vested stock options. The SOP contains a revenue-based (previous year: € 227.5 million).
determined by dividing the granted award amount (a) by performance target.
the fair market value of one RSU derived from the 30-day b) Hero Grant
average DH share price prior to the annual grant date The awards will be settled in shares. Even though Delivery Terms and conditions
and / or (b) by the fair market value of one stock option, Hero has the right to settle in cash equal to the fair value Since 2020, the Hero Grant is issued as a one-time grant
whereby the strike price of each option is determined of the shares at the settlement date, DH does not intend to with different amounts to certain Delivery Hero employees
based on the three-month average price per share before exercise this right. for various reasons (e.g. a substitute for discretionary bo-
the annual grant date. nus payments). Under this program, Delivery Hero commit-
Measurement of fair values ted itself to issue RSUs on the basis of a certain euro
Each tranche awarded vests quarterly over one year after The grant date fair value of the awards is a contractually amount. The number of RSUs is determined by dividing the
the contractual grant date. The first award was generally fixed euro value. granted award amount by the fair market value of one RSU
derived from the 30-day average DH share price prior to
LTIP RECONCILIATION OF OUTSTANDING OPTIONS AND RSU the grant date. The Hero Grant is usually subject to a twelve-
month vesting and cliff period; in certain cases, up to two
2023 2022 years respectively. The awards will be settled in shares.
Weighted Weighted
Number of average Number of Number of average Number of
options exercise price RSUs options exercise price RSUs Measurement of fair values
The grant date fair value of the awards is the contractually
Outstanding as of January 1 4,139,743 51.88 3,427,601 2,921,897 57.68 769,611 fixed euro value. Such fair value does not incorporate divi-
Granted during the year 1 1,224,000 35.61 5,368,900 1,231,330 38.29 3,584,072 dend expectations. A total of 951,589 RSUs were granted
Forfeited during the year –24,901 45.20 –677,042 –13,484 68.63 –462,688
in 2023 (previous year: 1,340,798 RSUs).
Exercised / released during the year – n/a –2,974,071 – n/a –463,394
The plan contributed € 34.5 million of expenses in 2023
Outstanding as of December 31 5,338,842 48.18 5,145,388 4,139,743 51.88 3,427,601
(previous year: € 35.8 million).
Exercisable as of December 31 – n/a – – n/a –
1 The reduction of the cliff period does not apply to Management Board members, where still the 24-month cliff period persists.
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c) DH SOP Measurement of fair values Beneficiaries of the DH SOP were able to exercise their eq-
Terms and conditions As in the previous year, no additional awards were granted uity-settled rights within one exercise window in 2023 (one
The beneficiaries of the DH SOP are members of the man- in 2023. in 2022). The weighted average share price of the exercised
agement bodies of the DH Group. The beneficiaries of DH options on the date of the respective exercise windows was
SOP received option rights, entitling them to subscribe to The grant date fair value of the DH SOP awards was deter- € 35.12 (previous year: € 41.79).
shares in Delivery Hero SE subject to certain conditions. The mined on the date of reclassification from cash-settled to
awards vest gradually over a period of up to 48 months, equity-settled, share-based payment awards on May 29, 2017 The range of exercise prices for options outstanding at the
subject to individual cliff provisions of generally 12 to 24 using an option pricing model (Black-Scholes model). The end of the year was € 6 to € 18 (previous year: € 6 to € 18).
months. If a beneficiary leaves the company before com- key inputs used in the measurement of the fair value were
pleting the vesting requirements, the individual forfeits its as follows: share price of € 23.39, volatility of 36.21%, exer- The weighted average remaining contractual life for the
rights under the program. cise price of € 1 to € 18, weighted average expected life of share options outstanding as of December 31, 2023 was
37 months, no expected dividends, and a risk-free interest two months (previous year: 13 months).
The Group will settle by means of equity instruments and rate of 0.0%. The expected volatility was derived by applying
classified the program as an equity-settled, share-based a standard peer group. The share price was derived from Since the awards of the DH SOP are fully vested, the total
payment arrangement. In the event of certain exit events the Naspers financing round that took place in May 2017. expense for the period was € 0.0 million (previous year
(e.g. a change of control), the program conditions provide The measurement resulted in the weighted average fair val- expense of € 0.0 million).
for a cash settlement by the Group. However, the occur- ue of € 13 per option.
rence of such an event is currently considered unlikely. d) Virtual Share Program 2017
Terms and conditions
DH SOP RECONCILIATION OF OUTSTANDING SHARE OPTIONS In 2017, Delivery Hero granted virtual share options to em-
ployees under the Virtual Share Program (VSP 2017), which
2023 2022 entitles the beneficiaries to a compensation based on the
Weighted Weighted appreciation in DH SE shares over strike price as specified
Number of average Number of average
options exercise price options exercise price in the individual contracts, subject to certain conditions. In
2019, management changed the settlement method of the
Outstanding as of January 1 182,171 16.72 196,447 16.69 program from equity-settled to cash-settled.
Forfeited / Cancelled during the year – n/a –1,094 16.67
Granted during the year – n/a – n/a The awards vest successively over a period of 48 months,
Exercised during the year –46,974 16.63 –13,182 16.19
subject to individual cliff provisions between 12 and
24 months. If a beneficiary leaves the company before com-
Outstanding as of December 31 135,197 16.75 182,171 16.72
pleting the vesting requirements, the individual forfeits its
Exercisable as of December 31 – n/a – n/a
rights under the program.
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In 2023 the fair value is determined using an option pric- six months, no expected dividends and a risk-free interest e) Woowa Share-based Payment Program
ing model (Black-Scholes model). The key inputs used in rate of 3.52%. The expected volatility used is based on the Terms and conditions
the measurement of the fair value were as follows: share implied volatility derived from market option prices. The In connection with the Woowa transaction in March 2021,
price of € 25.01, volatility of 83.60%, weighted average measurement resulted in a weighted average fair value of the Group inherited the Woowa share option program.
strike price of € 16.85, weighted average expected life of € 10.25 per option. Woowa granted equity-settled share options to Woowa’s
key management to purchase Woowa shares at a pre-
VIRTUAL SHARE PROGRAM 2017 RECONCILIATION OF OUTSTANDING OPTIONS determined price (exercise price).
2023 2022 As part of the Woowa transaction, it was agreed that the
Weighted Weighted Woowa management will receive a cash equivalent or, ul-
Number of average Number of average
options exercise price options exercise price timately, a fixed number of Delivery Hero shares for the
issued Woowa shares upon exercise of the stock options.
Outstanding as of January 1 102,063 16.85 104,313 16.86
Forfeited during the year – n/a – n/a In November 2021, management changed the settlement
Granted during the year – n/a – n/a intent from cash- to equity-settled.
Exercised during the year –300 16.67 –2,250 17.28
Measurement of fair values
Outstanding as of December 31 101,763 16.85 102,063 16.85
The fair value was determined using an option pricing mod-
Exercisable as of December 31 – n/a – n/a
el (Black-Scholes model). The key inputs used in the meas-
urement of the fair value were as follows: share price of
The options outstanding as of December 31, 2023 had € 116.95 and € 63.46, weighted volatility of 88.7%, weight-
strike prices ranging from € 16.67 to € 17.67 (previous year: ed average strike price of € 23.55, weighted average expect-
€ 16.67 to € 17.67) and a weighted average remaining con- ed life of 31 months and a risk-free interest rate of −0.81%.
tractual life of six months (previous year: 18 months). Ben- The measurement resulted in a weighted average fair value
eficiaries of the VSP 2017 were able to exercise their op- of € 96.85.
tions within one exercise window in 2023 (one in 2022).
The weighted average share price of the exercised options
on the date of the respective exercise windows was € 36.32
(previous year: € 44.19).
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The following table is based on the options converted into In the third quarter of 2022, beneficiaries had the option
Delivery Hero shares: of either converting vested Glovo virtual shares using the
abovementioned conversion factor of 0.68 or to convert at
WOOWA SHARE-BASED PAYMENT PROGRAM RECONCILIATION OF OUTSTANDING OPTIONS a later point in time with an updated conversion factor. For
all future conversions, the updated conversion factor will
2023 2022 be determined at the respective settlement window (every
Weighted Weighted six months until December 31, 2025) applying the price
Number of average Number of average
options exercise price options exercise price mechanism stipulated in the share purchase agreement.
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i) Other Share-Based Compensation Arrangements In 2023, a total expense of € 2.6 million was recognized for
VESOP SWHK the ESPP (previous year: € 1.0 million).
In 2020, Sweetheart Kitchen Holding Co Ltd granted to des-
ignated executives and employees virtual shares which can As part of the ESPP, Delivery Hero rewards participants who
be converted into Delivery Hero shares. The option pro- registered in the first two enrollment periods with two ad-
gram is accounted for as an equity-settled share-based pay- ditional free bonus shares as a one-time registration bonus
ment arrangement. Due to the disposal of the the Sweet- (Two Free Enrollment Shares). The Two Free Enrollment
heart Kitchen business, no further expenses will be Shares were delivered to the participants and credited to
recognized for the VESOP SWHK at group level. an account established by the service provider together
with the shares purchased under the ESPP. These bonus
Total expense for the period was € 0.2 million (previous shares are fully vested and are not subject to a cliff or vest-
year: € 0.8 million). ing period. The Two Free Enrollment Shares are fully equat-
ed with the shares purchased by the participants and are
Employee Share Purchase Plan entitled for the Matching Shares.
At the end of 2020, an Employee Share Purchase Plan (ESPP)
was introduced for the benefit of employees of Delivery The expenses considered at the grant dates in 2023 for the
Hero SE. In the meantime, the program has been rolled out Two Free Enrollment Shares amount to € 0.1 million (pre-
to other subsidiaries. vious year: € 0.2 million).
Under the ESPP, employees are able to invest a part of their 3. Financial Instruments
salaries in Delivery Hero shares. For every two shares pur- a) Fair value disclosures
chased under the ESPP that are held for a minimum of two The tables below show the carrying amounts and fair values
years while being employed with Delivery Hero, the partic- of financial assets and financial liabilities, including their
ipants shall be entitled to one free additional share (Match- levels in the fair value hierarchy.
ing Shares). In 2022, Delivery Hero updated the ESPP Terms
and Conditions for the employees, reducing the holding The following abbreviations are used for the measurement
period for the entitlement of the Matching Shares to one categories:
year. The participants are free to sell or transfer the pur-
chased shares under this program also within the holding – FAaAC: Financial assets at amortized cost
period, but this will revoke the entitlement to the Matching – FLaAC: Financial liability at amortized cost
Shares. Due to the fluctuation in the share price of Delivery – FVtPL: Financial instruments at fair value through profit
Hero SE, the matching ratio was amended from 2:1 to 1:1 or loss
for those employees whose Matching Shares with a two-
year holding period were released between January 2023
and October 2023.
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CARRYING AMOUNTS OF FINANCIAL INSTRUMENTS AND THEIR FAIR VALUES INCLUDING HIERARCHY ACCORDING TO IFRS 13
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CARRYING AMOUNTS OF FINANCIAL INSTRUMENTS AND THEIR FAIR VALUES INCLUDING HIERARCHY ACCORDING TO IFRS 13 (PREVIOUS YEAR)
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Fair Value Measurement The fair values of contingent purchase price obligations
The fair value is not disclosed for some current financial resulting from business combinations are estimated taking
assets and current financial liabilities because their carry- into account the underlying contingency as agreed with the
ing amount is a reasonable approximation of fair value seller in a particular business combination.
due to their short-term nature. The fair values of some
non-current financial assets approximate their carrying Starting in January 2020, Delivery Hero used Blue Chip
amount, as there were no significant changes in the mea Swaps to transfer USD-denominated funds to the Group’s
surement inputs since their fair value was determined Argentine subsidiaries to fund ongoing operations. The
upon initial recognition. transactions generate fair value gains from the disposal of
financial instruments corresponding to the difference be-
To determine the fair values of the Level 3 investments, the tween the official USD-ARS exchange rate and the implicit
prior sale of company stock method, discounted cash flows rate of the trade. During 2023, the volume of transactions
techniques, and multiples method are applied, while other, decreased significantly due to a lower demand for ARS fund-
additional information is considered as applicable. The pri- ing, generating fair value gains of € 0.5 million (previous
or sale of company stock method considers any prior arm’s year: € 10.2 million), recognized in other financial result.
length sales of the equity securities. The discounted cash
flows technique considers the present value of expected DH Group recognizes transfers between levels of the fair
payments, discounted using a risk-adjusted discount rate. value hierarchy at the end of the reporting period during
The multiples method takes into account publicly available which the change has occurred.
peer group metrics, such as revenue, in relation to market
capitalization. Level 3 financial instruments measured at fair value
Total gains and losses from the change in Level 3 instru-
The fair values of the bifurcated derivatives associated with ments measured at fair value are recognized in other finan-
the Convertible Bonds II were determined based on a bino- cial result.
mial option pricing model using the share price and vola-
tility of the DH share as well as credit spreads and a risk-free The sensitivity of the fair values to the inputs into the val-
interest rate as key input parameters. uation techniques is discussed in the Price risk in Market
risk section below.
The fair values of the bifurcated derivatives in the term loan
facilities were determined based on an option pricing mod-
el using the credit risk-adjusted euro and USD composite
curve, the risk-free interest rate, and the implicit volatility
of EURIBOR and SOFR as key input parameters.
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The reconciliation of Level 3 instruments measured at fair Net income / loss by measurement category
value is as follows: The net gains and losses recognized for individual meas-
urement categories are as follows:
RECONCILIATION OF FAIR VALUE HIERARCHY LEVEL 3
NET INCOME / LOSS ON FINANCIAL INSTRUMENTS
Assets Liabilities RECOGNIZED IN THE CONSOLIDATED STATEMENT OF PROFIT
Derivative AND LOSS AND OTHER COMPREHENSIVE INCOME
Investments Other financial Contingent
Investments – held for sale – financial instruments – purchase price
EUR million Level 3 Level 3 assets Level 3 obligations EUR million 2023 2022
Gains / losses recorded in profit or loss –256.3 –39.4 – – –15.7 Total –414.5 –509.1
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non-current current
Trade and Trade and
other Convertible Liabilities Other other Convertible Liabilities Other
EUR million payables bonds to banks liabilities payables bonds to banks liabilities
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In the prior year, changes in liabilities arising from financ- Furthermore, the Group cooperates with known online
ing activities including both changes arising from cash payment providers, such as Mastercard, PayPal, and Adyen.
flows and non-cash changes were as follows: The receivables from online payment providers amounted
to € 483.3 million as of December 31, 2023 (previous peri-
CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES (PREVIOUS YEAR) od: € 399.0 million). They were short term in nature and
carried very low credit risk at the reporting date. Therefore,
non-current current the expected losses on all these balances are considered
Liabilities immaterial at the reporting date.
of disposal
Trade group
Trade and payables classified as The DH Group considers that these balances have low cred-
other Convertible Liabilities Other and other Liabilities Other held for
EUR million payables bonds to banks liabilities payables to banks liabilities sale it risk based on the external credit ratings of the counter-
parties. As these financial assets are determined to have
As of Jan. 1, 2022 935.6 4,159.6 – 37.1 1,206.9 2.2 335.3 4.7 low credit risk at the reporting date, the Group assumes
Changes from financing that the credit risk on these financial instruments has not
cash flows –3.8 –37.3 1,045.7 – – –2.2 – –
increased significantly since initial recognition. Therefore,
Changes arising from
obtaining and losing the 12-month expected credit losses on all these balances
control 140.3 – – – 276.9 5.0 21.3 –4.7 are considered immaterial at the reporting date and have
The effects of changes in not been recognized.
foreign exchange rates –42.5 – – – – – – –
Others –267.9 – – 7.3 165.8 7.7 96.9 – Trade receivables
As of Dec. 31, 2022 761.7 4,122.3 1,045.7 44.4 1,649.6 12.8 453.5 – The Group uses an allowance matrix to measure the expect-
ed credit losses of trade receivables from restaurants and
b) Risk Management default risk and, as in the previous year, manages it active- riders. The provision matrix is calculated based on the ac-
The DH Group is exposed to credit risk, liquidity risk, and ly by conducting any necessary credit checks and by opti- tual credit loss experience, which takes into account the
market risk. The DH Group actively monitors these risks and mizing the payment processes. historical experience as well the economic conditions as of
manages them using a Risk Management system. The Risk the reporting date and represents a fair estimate for the
Management function is exercised in the Governance, The maximum default risk corresponds to the carrying expected losses. It is updated regularly to reflect current
Risk & Compliance (GRC) department. Further information amount of the financial assets. The Group does not require expectations. The expected losses in relation to trade re-
regarding the nature and extent of risks arising from finan- collateral with respect to its financial assets. ceivables from large multinational chain restaurants are
cial instruments is disclosed in the risk report included in estimated to be 0.6% based on their credit ratings of at
the combined management report. Cash and cash equivalents and other financial assets least BBB+. Trade receivables are derecognized if they are
As of December 31, 2023, the Group held € 1,659.4 million more than 180 days past due, have been fully provided for
Credit risk (previous year: € 2,417.8 million) in cash and cash equiv- (in the current year and previous years), or if there is no
The credit or default risk is the risk that the business part- alents, mainly at banks. In addition, the Group held reasonable expectation of their recovery.
ners are unable to fulfill their payment obligations. As in € 74.3 million in deposits and other, similar receivables
the previous year, such risks relate mainly to current trade (previous year: € 138.7 million) with financial institutions. The Group determines the expected credit losses for its
receivables from a broad base of customers, mainly restau- Most of these balances are held with banks which are trade receivables from restaurants as follows:
rants. The DH Group is not exposed to a major default risk rated A+ to BBB+.
from any single customer. The DH Group monitors the
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EXPECTED CREDIT LOSSES TRADE RECEIVABLES FROM RESTAURANTS The movement in the loss allowance account for impair-
ment on trade and rider receivables developed as follows:
Past due as of December 31, 2023 (in days)
Large CHANGE LOSS ALLOWANCE ACCOUNT
Carrying multinational
EUR million amount chains Current < 30 30–60 61–90 > 90
EUR million 2023 2022
Gross carrying amount 144.4 30.6 71.9 16.5 5.7 4.3 15.4
January 1 –29.1 –16.1
Weighted average loss rate 0.6% 0.6% 4.6% 9.2% 22.4% 51.6%
Amounts derecognized 32.2 25.9
Loss allowance –10.8 –0.2 –0.4 –0.8 –0.5 –1.0 –7.9
Net remeasurement of allowance
account –30.8 –38.9
December 31 –27.7 –29.1
The expected credit losses for trade receivables from res-
taurants in the previous period were as follows:
Receivables in the amount of € 32.7 million are still subject
EXPECTED CREDIT LOSSES TRADE RECEIVABLES FROM RESTAURANTS (PREVIOUS YEAR) to enforcement activities (previous year: € 40.9 million).
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The following table presents contractual (undiscounted) Concurrently with the revolving credit facility (RCF) and the
interest and principal payments for the DH Group’s financial syndicated term loan (comprising a $ 825 million US dollar
liabilities. The maturity is based on the contractual payment term facility “Dollar Term Facility” and a € 300 million EURO
terms. term facility “Euro Term Facility” together the “Term Facil-
ities”) granted in May 2022, certain qualitative covenants
FUTURE CASH OUTFLOWS were determined. Among those, a minimum liquidity level
for the Group was stipulated. In case of an infringement to
Type of liability Contractual cash flow the minimum level of Group liquidity, the RCF may be ter-
Carrying minated. During the reporting period, the Group met all
EUR million amount Total < 1 year 1–5 years > 5 years covenants.
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The following table shows the significant effects on profit The volatility of foreign exchange rates and depreciation of Price risk
or loss that would result if the foreign currencies had ap- currencies against the euro were especially noted for the Price risk in the Group arises on investments, derivatives,
preciated or depreciated by 10% as of the reporting date. Turkish lira and Argentinian peso. Argentina has been re- contingent purchase price obligations and the NCI put lia-
ported as a hyperinflationary economy under IAS 29 since bility measured at fair value through profit or loss as a re-
SENSITIVITY ANALYSIS OF FOREIGN 2018 and Türkiye since 2022 (refer to Section B.17.b). The sult of changes in interest rates, equity prices, contingen-
EXCHANGE RATE CHANGES economies of Venezuela, Lebanon, and Ghana were also cies, volatility of equity prices, and credit spreads.
considered as hyperinflationary under IAS 29. However, the
Change Dec. 31, 2023 Dec. 31, 2022 functional currency of Delivery Hero’s operations in Vene- As of December 31, 2023, the effect on the profit or loss in
EUR million 10% –10% 10% –10% zuela is the US dollar. Lebanon was reported as a hyperin- response to changes in the inputs into the fair value meas-
flationary economy under IAS 29 since 2021; however, urements would be as follows: (+) means a positive effect
EUR / USD 95.2 –95.2 84.4 –84.4
Delivery Hero seized its operations in Lebanon in August on profit or loss and (−) means a negative effect on profit
AED / KRW –29.5 29.5 – – 2023. Ghana was reported as a hyperinflationary economy or loss.
EUR / THB 28.4 –28.4 34.8 –34.8 under IAS 29 for the first time in 2023.
EUR / HKD 22.4 –22.4 17.2 –17.2
EUR / MYR –19.0 19.0 17.1 –17.1
AED / EUR 15.5 –15.5 11.8 –11.8
SENSITIVITY ANALYSIS OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS
EUR / SGD 15.5 –15.5 8.5 –8.5
ARS / USD –11.9 11.9 –0.2 0.2
Volatility
AED / SAR 9.4 –9.4 –0.1 0.1 December 31, 2023 Contingencies Interest rates Equity price equity prices Credit spreads
EUR million + / −10% + / −100bp + / −10% + / −100bp + / −100bp
Derivative financial instruments n/a −1.87 / +2.08 +0.24 / −0.25 −0.07 / +0.07 −6.98 / +9.27
Investments n/a +0.34 / −0.34 +21.63 / −21.63 n/a n/a
NCI put liability n/a +0.06 / −0.06 +1.70 / −1.73 −0.00 / +0.00 n/a
Contingent purchase price obligations −0.00 / +0.09 +0.08 / −0.08 n/a n/a n/a
SENSITIVITY ANALYSIS OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS
(PREVIOUS YEAR)
Volatility
December 31, 2022 Contingencies Interest rates Equity price equity prices Credit spreads
EUR million + / −10% + / −100bp + / −10% + / −100bp + / −100bp
Derivative financial instruments n/a −0.61 / +1.75 −1.65 / +2.23 +0.23 / −0.27 −6.25 / +6.94
Investments n/a +0.42 / −0.42 +41.39 / −41.39 n/a n/a
NCI put liability n/a +0.29 / −0.29 −24.07 / +24.66 −0.18 / +0.18 n/a
Contingent purchase price obligations −1.67 / +1.82 +0.74 / −0.76 n/a n/a n/a
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4. Capital Management 5. Contingencies The uncertainty primarily exists in some markets in Europe
For the purpose of DH Group’s capital management, capital Arbitration Dubai and Latin America. For jurisdictions where a reclassifica-
includes subscribed capital, capital reserves, and all other In May 2019, the Group became party to an arbitration tion combined with an outflow of economic benefits is
equity reserves attributable to the owners of the parent as proceeding in Dubai where the minority shareholder in assessed to be more likely than not, provisions are recog-
well as debt instruments. The primary objective of DH another local Group company had requested monetary nized accordingly.
Group’s capital management is to safeguard the Group’s damages for unfair prejudice, including significant lawyer,
ability to continue as a going concern and to reduce the appraiser, and expert fees, following the Group’s attempt In 2023, authorities in Spain initiated investigations with
cost of capital for the Group. to exercise the contractual call option for approximately respect to the classification of couriers. The investigations
half of the minority shareholding. The arbitration tribunal relate to the new business model that Glovo has been run-
The capital management strategy, including policies and issued a partial award on relief to be granted in September ning there since August 2021. If based on the investiga-
processes of capital management, focuses on the monitor- 2022 and the final award in May 2023. In line with the final tions, the courier fleet would be reclassified to an employ-
ing of cash and cash equivalents and debt from external award, DH acquired the entire outstanding non-controlling ee status, the Group could face claims in Spain for social
financing. As of December 31, 2023, the sources of external interest for a net consideration encompassing the underly- security contributions, late payment charges and fines, as
financing are predominantly convertible bonds issued by ing valuation of the minority stake after setting off DH well as VAT claims in an overall range between approx.
Delivery Hero SE as well as a syndicated term loan on Com- counterclaim damages, interests as well as legal and arbi- € 260.0 million and € 430.0 million. Furthermore, the Group
pany level and, to a smaller extent bank loans and convert- tration costs payable by the minority shareholder to DH. became aware of an investigation into the classification of
ible loans taken out by the subsidiaries Glovo, Woowa, and The arbitration proceedings are now closed. couriers in Argentina. If the self-employed status of couri-
some entities in Greece and Latin America. ers was disputed as a result, the Group could face potential
Rider Status payments for social security contributions, late payment
The monitored metrics as of the respective financial year Group subsidiaries operate their own logistics business interest, and fines that are expected to be below € 10.0 mil-
end are included in the table below: models considering the applicable laws in each market. lion. The Group has not recognized any provision, since a
reclassification of both courier fleets has been assessed as
CAPITAL MANAGEMENT A key challenge of the delivery industry is the legal status not probable.
of Riders (i.e. food couriers) who operate deliveries as
EUR million Dec. 31, 2023 Dec. 31, 20221 self-employed professionals or freelancers. While DH In May 2023, a new regulation came into force in Portugal
strives for full compliance in each market, the legal status that established criteria to define the legal status of plat-
Cash and cash equivalents 1,659.4 2,417.8
of platform workers is a matter under dispute at a regula- form workers. Glovo conducted a substantial revision of its
Convertible bonds and loans 4,183.2 4,194.3 tory level, as the features of this relatively new type of ser- business model in the market that resulted in the imple-
Borrowings 1,030.9 1,058.4 vice providers often do not fall within traditional definitions mentation of several changes that ensure riders in Portugal
Net debt 3,554.7 2,835.0 of an employee or a self-employed person. As a conse- continue to be classified as self-employed under the new
Equity 1 1,649.4 3,773.7 quence, the freelancer status of Riders could be disputed regulation. Portuguese authorities have approached Glovo
Debt-to-equity ratio 3.2 1.4 by Riders themselves or by local authorities seeking the to inquire about its business model, reviewed and chal-
payment of employee-related payments such as social se- lenged the legal status of a number of riders. As of the
1 Adjusted.
curity contributions. balance sheet date, the relevant courts did not yet issue any
decision. Delivery Hero assesses that the Group could face
Group subsidiaries, supported by the Group’s central legal claims, encompassing fines and social security contribu-
and tax functions, regularly review the local business mod- tions, between € 1.2 million and € 9.0 million if the entire
els to ensure that these risks are controlled. Furthermore, fleet of riders in Portugal were to be reclassified to an em-
local and central public policy teams work together to ployee status.
promote industry-specific regulations that provide legal
certainty in relation to the legal status of food couriers.
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In addition, since 2021 the Group has been subject to an Arbitration about Earn-Out Payments – New business models in a new industry on the one hand
investigation by social security authorities in Latin America, In May 2023, the Group became party to an arbitration and limited experience by tax authorities in this regard
in which the authorities request payment of social security proceeding in which the sellers of a previously acquired on the other hand.
charges for a period of two years. In the past, the risk that entity challenged the revised size of earn-out payments – Value contributions of intangible assets and involved en-
the subsidiary would have to pay the requested charges has after the acquired entity was closed and the share purchase tities is often difficult to quantify from a transfer pricing
been assessed as being more likely than not and a provision agreement terminated. The arbitration process is still in the perspective.
for legal disputes was recorded accordingly. In the second very early stages. Delivery Hero assesses its chance to de- – Complex organizational structure (central, regional, and
half of 2023, the assessment changed and the Group con- feat the claim as more likely than not but estimates that the local level).
siders its chances of succeeding against the authority as Group could face claims in the amount of € 6.0 million. – Different operational requirements and development
more likely than not. The Group could face claims of up to stages of local operating entities.
€ 12.6 million if the period under inspection were to be Tax – Uncertainty about growth prospects and profitability
extended up to the balance sheet date. Entities included in DH Group are taxable in a number of due to limited financial history.
countries worldwide and maintain various supply and ser- – Only limited industry-related comparable data available.
Ongoing Investigations by Competition Authorities vice relationships with each other. Uncertainty in the as-
The Group was investigated by competition authorities in sessment of income tax positions from these relationships Additional Contingencies
several countries in relation to the use of exclusivity claus- arises to the extent that the individual tax authorities may Additional contingent liabilities as of the reporting date in
es and loyalty rebates, which resulted in two material con- have different views of these relationships. connection with IAS 37 amounted to € 37.2 million (previ-
tingencies. One investigation is still ongoing and the sub- ous year: € 23.7 million) and to € 36.2 million (previous
sidiary is cooperating with the competition authority. In the Tax authorities in many countries scrutinize intercompany year: € 1.8 million) in connection with IAS 12. Contingencies
other, the competition authority recommended fines, but transactions during transfer pricing audits for every com- in connection with IAS 12 mainly relate to the risk of a
administrative proceedings were entered into and a nulli- pany that operates on an international level, i.e. cross-bor- partial disallowance of costs for tax purposes in MENA
fication of the competition authority’s decision was ob- der. Disputes between tax authorities and taxpayers often (€ 25.6 million).
tained in favor of the Group. The competition authority is arise regarding the functional profiles of the involved par-
now appealing this nullification decision and the proceed- ties and their value contributions, especially since transfer 6. Earnings Per Share
ings are still pending. Delivery Hero could face costs of pricing is not an exact science but requires the exercise of Basic earnings per share were calculated based on the net
approx. € 6.4 million but believes that it has a good chance judgment on the part of both the tax administration and result attributable to ordinary shareholders and the
of success and assesses that it is more likely that no present taxpayer. It must also reflect all economic and business weighted average number of ordinary shares outstanding
obligation exists. challenges and be adapted in a manner consistent with the (in thousands).
independent arm’s length principle. This often leads to con-
Litigation on Partnership with a Payment Service trary opinions regarding the appropriate transfer pricing
Provider method and regularly results in significant unilateral trans-
In December 2022, Delivery Hero filed legal proceedings fer pricing adjustments and, thus, double taxation. This risk
against a major electronic payments processing player for is particularly relevant in the digital economy, where trans-
wrongful termination of a financial partnership between actions are often complex.
the parties. In October 2023, the same player made a coun-
terclaim against Delivery Hero in the same set of proceed- For the Group specifically, the main aspects that are inher-
ings and with respect to the same contract. The trial is ex- ent to and unavoidable in the Group’s business model and
pected to take place sometime in the first half of 2025. which could lead to transfer pricing disputes between the
Delivery Hero could face claims up to € 36.3 million but Group and tax authorities based on the Group’s intercom-
consideres it more likely than not to be able to successfully pany transfer pricing model comprise:
defend the counterclaim should it proceed to trial.
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DILUTED AND BASIC EARNINGS PER SHARE 7. Disclosures on the Cost-of-Sales Method
DH Group classifies expenses by their function, referred
Change to as the cost-of-sales method. In 2023, these functions
2023 2022 1 Absolute % included expenses for raw materials, supplies, consuma-
bles, and purchased goods of € 1,941.1 million (previous
Net result1 EUR million –2,304.7 –2,993.5 688.8 –23.0
year: € 1,706.1 million), expenses for purchased services
Net result attributable to non-controlling interests EUR million –7.2 14.9 –22.1 >100 of € 4,214.2 million (previous year: € 3,772.7 million), ex-
Net result attributable to shareholders of the parent EUR million –2,297.5 –3,008.4 710.9 –23.6 penses for salaries and wages of € 1,969.4 million (previ-
number in
ous year: € 1,902.8 million), expenses for social security
Weighted average number of ordinary shares thousands 268,213 266,766 1,447 0.5 of € 264.2 million (previous year: € 227.3 million), expens-
Diluted and basic earnings per share 1 EUR –8.57 –11.28 2.71 –24.0 es for defined contribution plans of € 15.3 million (previ-
Net result attributable to shareholders of the parent EUR million –2,297.5 –3,008.4 710.9 –23.6 ous year: € 14.3 million), and expenses for depreciation
number in and amortization of € 476.9 million (previous year:
Weighted average number of ordinary shares thousands 268,213 266,766 1,447 0.5 € 476.8 million).
Diluted and basic earnings per share 1 EUR –8.57 –11.28 2.71 –24.0
1 Adjusted.
8. Headcount
In 2023, the DH Group employed an average of 47,981 peo-
ple in their operations (previous year: 51,118 employees).
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES (BASIC) The distribution by employee groups is presented below:
Weighted average number of ordinary shares as of January 1 266,766 245,865 2023 2022
Effect of treasury shares held –10,281 6,939
Effect of shares issued for the year 11,946 13,552 Delivery 19,832 22,607
Effect of mandatorily convertible financial instruments –218 410 Sales 11,854 12,940
Weighted average number of ordinary shares as of December 31 268,213 266,766 Marketing 1,514 1,475
Business support 3,910 3,753
Product development 5,897 5,225
The following equity instruments were not taken into ac- Administration 4,974 5,118
count in determining the diluted earnings per share be- Total 47,981 51,118
cause their effect would have been anti-dilutive.
NUMBER OF POTENTIAL ORDINARY SHARES Total personnel expenses in 2023 amounted to € 2,248.9 mil-
lion (previous year: € 2,144.4 million).
in thousands Dec. 31, 2023 Dec. 31, 2022
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EUR million 2023 2022 Chief Executive Officer of Boats Group LLC; Boats Group LLC (member of the Board of Directors)
Patrick Kolek Group Chief Operating Officer of Naspers
Deputy Chairman Limited and Prosus N.V. until March 2023 Skillsoft Corp. (chair of the Board of Directors)
Audit services 3.4 3.7
NDH LLP (member of the Board of Directors)
Other audit services 0.2 0.0
Toposware Inc. (member of the Advisory Board)
Other services 0.0 0.0
Sunlight Financial Holdings, Inc. (member of the Board of Directors) until
Total 3.7 3.7 Managing member at December 2023
JLG Advisors LLC
Youth INC (member of the Board of Directors) until February 2023
Operating partner at
In 2023, the fees for audit services included services for the Jeanette L. Gorgas Tiger Infrastructure Partners LP Encore Leadership LLC (member of the Advisory Board) until January 2023
previous year of € 0.3 million. Gabriella Ardbo
Engarås Employee at DH Group None
The audit services include the audit of the consolidated and Nils Engvall Employee at DH Group None
annual financial statements of Delivery Hero SE and reviews Dimitrios Tsaousis Employee at DH Group Altura Hector S.A. (member of the Board of Directors)
of interim consolidated financial statements.
Other audit services, amounting to € 0.2 million, relate to c) Key management personnel transactions In 2023, the total remuneration of the Management Board
the audit of the separate, combined non-financial report. The members of the Management Board and the mem- amounted to € 1.4 million (previous year: € 1.4 million). In
bers of the Supervisory Board represent key management the financial year 2023, 1,011,826 new stock options were
To a minor extend, other services relate to the review of personnel. granted under the LTIP in the total amount of € 7.7 million
readiness for the application of Corporate Sustainability to members of the Management Board. The expenses re-
Reporting Directive (CSRD) and the provision of database The remuneration of the Management Board and the Su- lated to share-based compensation with regard to the Man-
access to publicly accessible capital market data. pervisory Board in 2023 is as follows: agement Board members in 2023 amounted to € 11.5 mil-
lion (previous year: € 13.4 million).
10. Related-Party Disclosures REMUNERATION OF KEY MANAGEMENT PERSONNEL
The members of the Management Board and the Supervi- The total remuneration of the Supervisory Board in 2023
sory Board as well as their close family members were con- EUR million 2023 2022 amounted to € 1.0 million (previous year: € 1.0 million),
sidered to be related parties of Delivery Hero SE in accord- including the salary of employee representatives within the
Short-term employee benefits 2.4 2.4
ance with IAS 24. Supervisory Board for the duration of their activity as mem-
Expenses related to share-based bers of a supervisory body. In the financial year 2023,
compensation 11.5 13.4
a) Members of the Management Board 70 shares in the form of RSUs were granted under the LTIP
in the total amount of less than € 0.1 million to members
Name Occupation of the Supervisory Board. The expenses related to share-
based compensation with regard to the Supervisory Board
Niklas Östberg Chief Executive Officer
members in 2023 amounted to less than € 0.1 million (pre-
Emmanuel Thomassin Chief Financial Officer vious year: less than € 0.1 million).
Pieter-Jan Vandepitte Chief Operating Officer
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Further information regarding Section 314 (1) No. 6a HGB The result from transactions with other related parties is Right-of-use assets recognized in the Group’s consolidated
can be found in the compensation report, which is included composed as follows: statement of financial positions evolved as follows:
in the Corporate Governance Statement and part of the
Combined Management Report. RESULT FROM TRANSACTIONS WITH OTHER RELATED CHANGE RIGHT-OF-USE ASSETS
PARTIES
d) Other related-party transactions EUR million 2023 2022
Other related-party transactions comprise exchanges of DH EUR million 2023 2022
As of Jan. 1 410.2 337.4
Group with related entities, primarily associated compa-
Interest income from associates 0.0 0.1 Depreciation charge
nies, joint ventures, and entities controlled by key manage-
Interest income from joint ventures 2.3 1.2 for the year –142.0 –137.8
ment personnel. Transactions usually include purchases or
Income from transactions with thereof buildings –129.2 –125.1
sales of goods, rendering or receiving of services, and fi- associates 0.6 0.3 thereof vehicles and
nance arrangements. All outstanding balances with these office equipment –12.8 –12.7
Expenses from transactions with
related parties are priced on an arm’s length basis. related entities 0.4 0.5
Additions to
Expenses from transactions with right-of-use assets 239.9 257.4
As of December 31, 2023, receivables and liabilities to oth- associates 32.2 0.0
Derecognition of
er related parties are composed as follows: Expenses from transactions with right-of-use assets –120.1 –46.8
joint ventures 0.1 –
As of Dec. 31 388.0 410.2
RECEIVABLES AND LIABILITIES TO OTHER RELATED PARTIES
thereof buildings 371.4 387.3
Expenses from transactions with associates primarily relate
EUR million Dec. 31, 2023 Dec. 31, 2022 to third-party logistics services provided by Zone Elite In- thereof vehicles and
office equipment 16.7 23.0
vestment LLC (Zone) to subsidiaries in the United Arab Emir-
Receivables from associates 0.6 0.5
ates (€ 29.7 million). As of December 31, 2023, the amounts
Receivables from joint ventures 29.2 26.7 due from Zone amounted to € 0.2 million and amounts due Amounts reflected in the consolidated statement of profit
Liabilities to associates 2.5 0.0 to Zone amounted to € 2.3 million. No bad debt expense and loss and other comprehensive income and consolidat-
on trade receivables from Zone is recognized in 2023. Fur- ed statement of cash flows were as follows:
Receivables from joint ventures include a credit facility with thermore, the associate Toku Pte. Ltd. (Toku) provided
Inversiones CMR S.A.S. (Colombia) with an interest rate of cloud communication services to subsidiaries in Asia during IMPACT OF LEASE RELATIONS
Libor + 4.17% p.a. expiring in July 2024, for which a bad the year (€ 2.4 million). As of December 31, 2023, the
debt provision has been recognized in the current and pre- amounts due to Toku amounted to € 0.1 million. EUR million 2023 2022
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OTHER COMMITMENTS
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GERMANY:
Delivery Hero (India) UG (haftungsbeschränkt) & Co. KG (formerly Jade 1343. GmbH & Co. Siebte Verwaltungs KG), Berlin (DE) 100.00 EUR 100.00
Delivery Hero (Pakistan) UG (haftungsbeschränkt) & Co. KG (formerly Jade 1343. GmbH & Co. Neunte Verwaltungs KG), Berlin (DE) 100.00 EUR 100.00
Delivery Hero (Philippines) UG (haftungsbeschränkt) & Co. KG (formerly Jade 1343. GmbH & Co. 13. Verwaltungs KG), Berlin (DE) 100.00 EUR 100.00
Delivery Hero Austria GmbH, Berlin (DE) 1 100.00 EUR 100.00
Delivery Hero Finco Germany GmbH (formerly B22-H143 Vorrats-GmbH), Berlin (DE) 1 100.00 EUR 100.00
Delivery Hero Germany GmbH (formerly Youco B21-H130 Vorrats GmbH), Berlin (DE) 1 100.00 EUR 100.00
Delivery Hero Germany Kitchens GmbH (formerly Youco B21-H287 Vorrats-GmbH), Berlin (DE) 1 100.00 EUR 100.00
Delivery Hero Germany Logistics GmbH (formerly Youco B21-H132 Vorrats-GmbH), Berlin (DE) 100.00 EUR 100.00
Delivery Hero HF Kitchens GmbH (formerly Honest Food Company GmbH), Berlin (DE) 100.00 EUR 100.00
Delivery Hero Kitchens Holding GmbH, Berlin (DE) 100.00 EUR 100.00
Delivery Hero Local Verwaltungs GmbH, Berlin (DE) 100.00 EUR 100.00
Delivery Hero Stores Holding GmbH (formerly Foodora Services Germany GmbH), Berlin (DE) 100.00 EUR 100.00
DH Financial Services Holding GmbH (formerly Delivery Hero Payments GmbH), Berlin (DE) 100.00 EUR 100.00
DX Ventures GmbH, Berlin (DE) 1 100.00 EUR 100.00
Foodpanda GmbH, Berlin (DE) 1 100.00 EUR 100.00
Foodpanda GP UG (haftungsbeschränkt), Berlin (DE) 100.00 EUR 100.00
Honest Food Kitchens Germany GmbH (formerly YouCo B21-H251), Berlin (DE) 100.00 EUR 100.00
Jade 1343. GmbH & Co. Vierte Verwaltungs KG (Bangladesh), Berlin (DE) 100.00 EUR 100.00
Juwel 220. V V UG (haftungsbeschränkt) (Trustee), Berlin (DE) 100.00 EUR 100.00
RGP Local Holding I GmbH, Berlin (DE) 100.00 EUR 100.00
RGP Trust GmbH, Berlin (DE) 100.00 EUR 100.00
Shiver Nebula GmbH, Berlin (DE) 100.00 EUR 100.00
Sweetheart Kitchen Operations GmbH (formerly UG), Berlin (DE) 60.00 EUR 60.00
Valk Fleet Holding GmbH & Co. KG, Berlin (DE) 100.00 EUR 100.00
Valk Fleet Verwaltungs GmbH, Berlin (DE) 100.00 EUR 100.00
1 The company is making use of the exemption in accordance with Section 264 (3) of the German Commercial Code (HGB) for the 2023 financial year with regard to the disclosure of its annual financial statements.
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INTERNATIONAL:
Alpha Dianomes Single Member S.A., Koropi (GR) 100.00 EUR 100.00
Aravo S.A., Montevideo (UY) 100.00 UYU 100.00
Baedaltong Co, LLC, Seoul (KR) 100.00 KRW 100.00
Batal Al Tawsil for Delivery Services Ltd., Baghdad (IQ) 100.00 IQD –
Bongoa Iberica 57 S.L., Barcelona (ES) 98.56 EUR 97.96
B-robotics Corp., Seoul (KR) 82.28 KRW –
Carriage Holding Company Ltd, Abu Dhabi (AE) 100.00 AED 100.00
Carriage Logistics General Trading Company WLL, Kuwait City (KW) 100.00 KWD 100.00
Carriage Logistics WLL, Manama (BH) 100.00 BHD 100.00
Carriage Trading and Services Company WLL, Doha (QA) 100.00 QAR 100.00
Clickdelivery S.A.C., Lima (PE) 100.00 PEN 100.00
Delivery Hero Logistics Czech Republic s.r.o. (formerly Dámejídlo.cz. Logistiks s.r.o.), Prag (CZ) 100.00 CZK 100.00
Delivery Hero Czech Republic s.r.o. (formerly Damejidlo cz. s.r.o.), Prag (CZ) 100.00 CZK 100.00
Dark Stores MENA Holding Ltd, Abu Dhabi (AE) 100.00 AED 100.00
Dark Stores Saudi Trading Company Ltd, Riyadh (SA) 100.00 SAR 100.00
Delivery Hero (Cambodia) Co Ltd, Phnom Penh (KH) 100.00 USD 100.00
Delivery Hero (Cyprus) Ltd (formerly AA Foody Cyprus Ltd), Nicosia (CY) 100.00 EUR 100.00
Delivery Hero (DH E-Commerce) Ecuador S.A.S (formerly Delivery Hero (DH E-Commerce) Ecuador S.A.), Quito (EC) 100.00 USD 100.00
Delivery Hero (Lao) Sole Co Ltd, Vientiane (LA) 100.00 LAK 100.00
Delivery Hero (Singapore) Pte. Ltd (formerly Foodpanda Singapore Pte. Ltd), Singapore (SG) 100.00 SGD 100.00
Delivery Hero (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 100.00
Delivery Hero APAC Pte. Ltd, Singapore (SG) 100.00 SGD 100.00
Delivery Hero Bulgaria EOOD (formerly Foodpanda Bulgaria EOOD), Sofia (BG) 98.56 BGN 97.96
Delivery Hero Carriage AD – SOLE PROPRIETORSHIP LLC, Dubai (AE) 100.00 AED 100.00
Delivery Hero Carriage DB LLC (formerly Carriage Food Delivery Services LLC), Dubai (AE) 100.00 AED 100.00
Delivery Hero Carriage Kuwait for Delivery of Consumables SPC, Kuwait City (KW) 100.00 KWD 100.00
Delivery Hero Cloud Kitchens (Thailand) Co Ltd, Bangkok (TH) 100.00 THB 100.00
Delivery Hero Costa Rica Limitada (formerly Appetito Veintiquatro Ltda), San José (CR) 100.00 CRC 100.00
Delivery Hero Denmark ApS, Risskov (DK) 100.00 DKK 100.00
Delivery Hero Dmart (Cambodia) Co Ltd, Phnom Penh (KH) 100.00 USD 100.00
Delivery Hero Dmart (Lao) Sole Co Ltd, Vientiane (LA) 100.00 LAK 100.00
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JOINT VENTURES
iFood Columbia
(Inversiones CMR S.A.S.) (CO) 49.00%
Instaleap Europe S.L. (ES) 49.00%
ASSOCIATES
Zone Elite Investment LLC (UAE) 30.07%
Nosh Services Ltd. (KY) 21.80%
BIO-LUTIONS International AG (DE) 20.02%
Toku Pte. Ltd. (SG) 17.42%
WhyQ Pte. Ltd. (SG) 16.74%
Middle East Venture Fund IV, SCSp (LU) 28.55%
DIGITAL SERVICES SG FOUR PTE. LTD. (SG) 14.50%
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RESPONSIBILITY
STATEMENT
We hereby confirm that, to the best of our knowledge and
in accordance with the applicable principles, the consoli-
dated financial statements give a true and fair view of the
assets, liabilities, financial position, and profit or loss of the
Group, and the combined management report includes a
fair review of the Group’s business development, including
its performance and financial position, and also describes
significant opportunities and risks relating to the Group’s
anticipated development.
Delivery Hero SE
Pieter-Jan Vandepitte
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INDEPENDENT
AUDITOR’S REPORT
To Delivery Hero SE, Berlin The combined management report contains cross-referenc- cross-references that are not provided for by law and
es that are not provided for by law and which are marked which are marked as unaudited. Our audit opinion does
as unaudited. In accordance with German legal require- not extend to the cross-references and the information
Report on the Audit of the Consolidated ments, we have not audited the cross-references and the to which the cross-references refer.
Financial Statements and of the Combined information to which the cross-references refer.
Management Report Pursuant to Section 322 (3) sentence 1 HGB, we declare that
In our opinion, on the basis of the knowledge obtained in our audit has not led to any reservations relating to the
Opinions the audit, legal compliance of the consolidated financial statements
We have audited the consolidated financial statements of and of the combined management report.
Delivery Hero SE, Berlin, and its subsidiaries (the Group), – the accompanying consolidated financial statements
which comprise the consolidated statement of financial comply, in all material respects, with the IFRSs as adopt- Basis for the Opinions
position as of December 31, 2023, and the consolidated ed by the EU, and the additional requirements of Ger- We conducted our audit of the consolidated financial state-
statement of profit or loss and other comprehensive in- man commercial law pursuant to Section 315e (1) HGB ments and of the combined management report in accord-
come, consolidated statement of changes in equity and [Handelsgesetzbuch: German Commercial Code] and, in ance with Section 317 HGB and the EU Audit Regulation
consolidated statement of cash flows for the financial year compliance with these requirements, give a true and fair No 537 / 2014 (referred to subsequently as “EU Audit Reg-
from January 1 to December 31, 2023, and notes to the view of the assets, liabilities, and financial position of ulation”) and in compliance with German Generally Accept-
consolidated financial statements, including a summary of the Group as of December 31, 2023, and of its financial ed Standards for Financial Statement Audits promulgated
significant accounting policies. In addition, we have audit- performance for the financial year from January 1 to De- by the Institut der Wirtschaftsprüfer [Institute of Public
ed the management report of the Company and the Group cember 31, 2023, and Auditors in Germany] (IDW). Our responsibilities under
(hereinafter: “combined management report”) of Delivery – the accompanying combined management report as a those requirements, principles and standards are further
Hero SE, including the remuneration report (compensation whole provides an appropriate view of the Group’s posi- described in the “Auditor’s Responsibilities for the Audit of
report) contained in the appendix to the combined man- tion. In all material respects, this combined manage- the Consolidated Financial Statements and of the Com-
agement report along with the related disclosures, which ment report is consistent with the consolidated financial bined Management Report” section of our auditor’s report.
are referred to using a qualified reference, for the financial statements, complies with German legal requirements We are independent of the group entities in accordance
year from January 1 to December 31, 2023. and appropriately presents the opportunities and risks with the requirements of European law and German com-
of future development. Our opinion on the combined mercial and professional law, and we have fulfilled our
In accordance with German legal requirements, we have management report does not cover the content of those other German professional responsibilities in accordance
not audited the content of those components of the com- components of the combined management report spec- with these requirements. In addition, in accordance with
bined management report specified in the “Other Informa- ified in the “Other Information” section of the auditor’s Article 10 (2)(f) of the EU Audit Regulation, we declare that
tion” section of our auditor’s report. report. The combined management report contains we have not provided non-audit services prohibited under
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Article 5 (1) of the EU Audit Regulation. We believe that the For impairment testing, the carrying amount of the respec- of CGUs selected according to risk criteria as well as the
evidence we have obtained is sufficient and appropriate to tive CGU is compared with its recoverable amount. If the discount rates used with those responsible for planning.
provide a basis for our opinions on the consolidated finan- carrying amount exceeds the recoverable amount, an im-
cial statements and on the combined management report. pairment loss is recognized. The recoverable amount is the We analyzed the budget approved by the Management
higher of the CGUs’ fair value less costs to sell and its value Board and acknowledged by the Supervisory Board on
Key Audit Matters in the Audit of the in use. The annual impairment testing date was Novem- which the impairment testing of goodwill was based. We
Consolidated Financial Statements ber 30, 2023. also reconciled the Company’s overall budget with external
Key audit matters are those matters that, in our profession- market analyses. Using external market data and analyst
al judgment, were of most significance in our audit of the Impairment testing of goodwill is complex and based on a estimates, we assessed the measurements of selected indi-
consolidated financial statements for the financial year range of assumptions that require judgment. This includes vidual companies within relevant CGUs based on elements
from January 1 to December 31, 2023. These matters were in particular the assumptions for achieving the estimated selected according to risk criteria.
addressed in the context of our audit of the consolidated surplus cash flows during the 5-year planning horizon as
financial statements as a whole, and in forming our opinion well as in a sustainable state, and the long-term growth We evaluated the accuracy of the Company’s previous fore-
thereon, we do not provide a separate opinion on these rates of revenue and adjusted EBITDA for each CGU as well casts by comparing selected budgets of previous financial
matters. as the discount rates used. years with actual results and by analyzing deviations.
As a result of the impairment tests performed, the Compa- We compared the assumptions and data underlying the
Impairment testing ny identified a required impairment loss of EUR 894.6 mil- discount rate, in particular the risk-free rate, the compa-
of goodwill lion. Furthermore, the Company’s sensitivity analysis indi- ny-specific risk premiums such as country risks and the beta
cated that a reasonably possible change in the discount rate coefficient, with our own assumptions and publicly availa-
Please refer to Section B.5 and F.1 of the notes to the con- or the planned EBITDA margin would cause an impairment ble data.
solidated financial statements for information on the ac- of goodwill of one CGU.
counting policies applied and the assumptions made. To assess the methodically and mathematically correct
There is the risk for the consolidated financial statements implementation of the valuation method, we verified the
The Financial Statement Risk that the existing impairment loss is not recognized in the Company’s valuation using our own calculations and ana-
Goodwill was reported in the amount of EUR 5,485.4 mil- amount required. There is also the risk that the related lyzed deviations. In order to take account of forecast un-
lion as of December 31, 2023, and represents a considerable disclosures in the notes are not appropriate. certainty, we also investigated the impact of possible
share of assets. changes to the capitalization rate within ranges and for
Our Audit Approach individual companies selected according to risk criteria
Goodwill is tested for impairment annually at the level of First, we used the information obtained during our audit on the fair value based on the long-term planned revenue
the cash generating units (CGUs) to which goodwill has to assess for which CGUs there were indications of a need and adjusted EBITDA for each CGU by calculating alterna-
been allocated. If impairment triggers arise during the fi- for impairment. With the involvement of our valuation ex- tive scenarios and comparing these with the Company’s
nancial year, an event-driven goodwill impairment test is perts, we then assessed the appropriateness of significant measurements.
also carried out during the year. assumptions and the valuation method used by the Com-
pany. To this end, we discussed the estimated surplus cash Finally, we assessed whether the disclosures in the notes
flows during the 5-year planning horizon as well as in a on the impairment testing of goodwill were appropriate.
sustainable state, and the assumed long-term growth rates This also included an assessment of the appropriateness of
of revenue and adjusted EBITDA for individual companies disclosures in the notes according to IAS 36.134(f) on
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sensitivity in the event of a reasonably possible change in Revenue is one of Delivery Hero’s main performance indica- Our Observations
the key assumptions used for measurement. tors of objective achievement and also represents a key de- The approach for recognizing revenue is appropriate.
cision-making basis. In this respect, both internal and exter-
Our Observations nal decisions are made based on revenue generated in the
The calculation method used for impairment testing of financial year and based on current revenue development. Recognition and measurement of
goodwill is appropriate and in line with the accounting provisions relating to risks in connection
policies to be applied. There is the risk for the financial statements that revenue with the legal social security classification
from commissions, delivery fees and the sale of foods and of riders (food couriers) in Spain
The assumptions and data used by the Company for meas- other products for everyday use, which are typically auto-
urement are reasonable overall. matically generated, platform-based mass transactions, is Please refer to Sections B.12, B.16 b) and F.11 of the notes
recorded through manual entries or that revenue from ad- to the consolidated financial statements for information on
The related disclosures in the notes are appropriate. vertising, subscription models and other services is record- the accounting policies applied and the assumptions made.
ed without there being an underlying service or delivery. For further comments on rider-related risks, please refer to
Section C.4a in the combined management report.
Existence of Our Audit Approach
revenue We evaluated the design and setup of internal controls The Financial Statement Risk
concerning revenue recognition, especially to ensure the The provisions of Delivery Hero SE as of December 31, 2023,
Please refer to Section B.03 of the notes to the consolidat- existence of revenue and to verify manual revenue entries. include potential third-party claims in conjunction with
ed financial statements for information on the accounting Based on the resulting findings, we assessed the effective- current investigations being conducted by Spanish social
policies applied. Explanatory notes on revenue are provid- ness of selected controls. security authorities on the legal social security classification
ed in Section G.1 in the notes to the consolidated financial of riders under an old business model at subsidiary Glovo
statements. Our further audit procedures varied for the respective sub- Spain. A contingent liability of EUR 260 to 430 million for
sidiaries and included, among other activities, the following: another investigation in 2023 is disclosed in the notes,
The Financial Statement Risk which concerns the classification of riders as part of the
The Group’s revenue in financial year 2023 amounted to – Reconciling sales transactions for advertising, subscrip- business model operated since August 2021.
EUR 9,941.9 million (PY: EUR 8,577.3 million). Delivery Hero tion models and other services – which were selected
generates revenue mainly from commissions for food or- using a statistical method – with underlying agreements A requirement for recognizing provisions is that a present
ders in the marketplace business, income from delivery and incoming payments. external obligation exists that is expected to result in an
fees, the sale of foods and other products for everyday use – Using data analysis routines, especially for platform-based outflow of resources embodying economic benefits and
and non-commission-based income, such as advertising revenue, to ensure the existence of sales revenue can be estimated reliably. The amount of the provision is
services, subscription models and other services. Delivery – Reconciling manual sales entries for platform-based mass the best estimate of the amount required to settle the
Hero operates globally in more than 70 countries. Revenue transactions with evidence supporting services rendered obligation.
is generated almost exclusively abroad, especially in the or deliveries.
Asia and MENA (Middle East and North Africa) regions. The If the possibility of an outflow of resources is considered to
basic data underlying revenue is recorded in different IT be unlikely but possible, then a contingent liability is be
systems depending on the region. disclosed in the notes and, if practicable, supplemented
with disclosures on the estimate of the financial effects as
well as on uncertainties regarding the amount and due
dates of the outflows.
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The recognition and measurement of the recognized pro- Material uncertainty about the ability of individ- Other Information
visions as well as disclosures on contingent liabilities in ual subsidiaries to continue as a going concern Management and / or the Supervisory Board are / is respon-
conjunction with current investigations being conducted We refer to the disclosures in Section B.3 “Going concern sible for the other information. The other information com-
by Spanish social security authorities are consequently basis of accounting” in the notes to the consolidated finan- prises the following components of the combined manage-
based on estimates requiring judgment that are made by cial statements and the information in Section C “Risks and ment report, whose content was not audited:
the Management Board. opportunities” of the combined management report, in
which management comments that the consolidated an- – the Company’s and Group’s separate combined non-fi-
There is the risk for the consolidated financial statements nual financial statements were prepared on a going con- nancial report, which is referred to in the combined
that the probability of the outflow of resources is inaccu- cern basis. Regarding the existing going-concern risk at management report,
rately estimated and provisions are not recognized or not subsidiary Glovoapp Spain Platform S.L.U., Spain (“Glovo – the combined corporate governance statement for the
in the amount required, as well as the risk that the disclo- Spain”), management describes that at this subsidiary there Company and the Group referred to in the combined
sures in the notes on contingent liabilities are inaccurate. are risks regarding the legal status of riders, which could management report, and
entail a back payment of social insurance contributions and – information extraneous to management reports and
Regarding the going concern risk at the subsidiary Glovo the payment of fines. In this regard, we also refer to our marked as unaudited.
Spain, please refer to the section entitled “Material uncer- comments in the section entitled “Key Audit Matters in the
tainty about the ability of individual subsidiaries to contin- Audit of the Consolidated Financial Statements – Recogni- The other information also includes the remaining parts of
ue as a going concern”. tion and measurement of provisions relating to risks in the annual report. The other information does not include
connection with the legal social security classification of the consolidated financial statements, the combined man-
Our Audit Approach riders in Spain”. Should these risks materialize, the pay- agement report information audited for content and our
To audit the provisions and the disclosures in the notes on ments arising therefrom could not be paid without the auditor’s report thereon.
contingent liabilities for possible claims in conjunction with Parent Company’s support. Management also describes
current investigations being conducted by Spanish social that the Parent Company, Delivery Hero SE, has issued sub- Our opinions on the consolidated financial statements and
security authorities regarding the social security classifica- sidiary Glovo Spain a letter of comfort limited in terms of on the combined management report do not cover the
tion of riders, we involved our Spanish social security spe- amount until May 2025, which covers the expected operat- other information, and consequently we do not express an
cialists and interviewed, among other persons, the Chair- ing losses as well as possible payment obligations for cer- opinion or any other form of assurance conclusion thereon.
person of the Audit Committee, the Management Board, tain amounts set aside for legal risks. As described in the
local management as well as contacts at Corporate Ac- disclosures under B.3 “Going concern basis of accounting” In connection with our audit, our responsibility is to read
counting, Corporate Compliance and Corporate Legal. We of the notes to the consolidated financial statements and the other information and, in so doing, to consider wheth-
obtained written information from the lawyers working for in Section C “Risks and opportunities” of the combined er the other information
Delivery Hero and also queried selected lawyers working management report, these events and conditions indicate
for Delivery Hero. Furthermore, we analyzed written corre- considerable uncertainty that may cast significant doubt on – is materially inconsistent with the consolidated financial
spondence with relevant authorities and evaluated the the subsidiary’s ability to continue its business activities and statements, with the combined management report in-
underlying documents. which represents a risk that could affect the subsidiary’s formation audited for content or our knowledge ob-
ability to continue as a going concern within the meaning tained in the audit, or
Our Observations of Section 322 (2) sentence 3 HGB. Our opinions on the – otherwise appears to be materially misstated.
The assumptions made by the Management Board are consolidated financial statements and the combined man-
reasonable. agement report have not been modified in this regard.
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Responsibilities of Management and the The Supervisory Board is responsible for overseeing the are considered material if, individually or in the aggregate,
Supervisory Board for the Consolidated Group’s financial reporting process for the preparation of they could reasonably be expected to influence the eco-
Financial Statements and the Combined the consolidated financial statements and of the combined nomic decisions of users taken on the basis of these con-
Management Report management report. solidated financial statements and this combined manage-
Management is responsible for the preparation of consol- ment report.
idated financial statements that comply, in all material re- Furthermore, management and the Supervisory Board are
spects, with IFRSs as adopted by the EU and the additional responsible for the preparation of the remuneration report We exercise professional judgment and maintain profes-
requirements of German commercial law pursuant to Sec- contained in the combined management report by quali- sional skepticism throughout the audit. We also:
tion 315e (1) HGB and that the consolidated financial state- fied reference, including the related disclosures, in accord-
ments, in compliance with these requirements, give a true ance with the requirements of Section 162 AktG. In addi- – Identify and assess the risks of material misstatement of
and fair view of the assets, liabilities, financial position, and tion, they are responsible for such internal control as they the consolidated financial statements and of the com-
financial performance of the Group. In addition, manage- have determined necessary to enable the preparation of bined management report, whether due to fraud or er-
ment is responsible for such internal control as they have the remuneration report, including the related disclosures, ror, design and perform audit procedures responsive to
determined necessary to enable the preparation of consol- that is free from material misstatement, whether due to those risks, and obtain audit evidence that is sufficient
idated financial statements that are free from material mis- fraud (i.e., fraudulent financial reporting and misappropri- and appropriate to provide a basis for our opinions. The
statement, whether due to fraud (i.e., fraudulent financial ation of assets) or error. risk of not detecting a material misstatement resulting
reporting and misappropriation of assets) or error. from fraud is higher than the risk of not detecting a ma-
Auditor’s Responsibilities for the Audit of the terial misstatement resulting from error, as fraud may
In preparing the consolidated financial statements, man- Consolidated Financial Statements and of the involve collusion, forgery, intentional omissions, misrep-
agement is responsible for assessing the Group’s ability to Combined Management Report resentations, or the override of internal controls.
continue as a going concern. They also have the responsi- Our objectives are to obtain reasonable assurance about – Obtain an understanding of internal control relevant to
bility for disclosing, as applicable, matters related to going whether the consolidated financial statements as a whole the audit of the consolidated financial statements and of
concern. In addition, they are responsible for financial re- are free from material misstatement, whether due to fraud arrangements and measures (systems) relevant to the
porting based on the going concern basis of accounting or error, and whether the combined management report audit of the combined management report in order to
unless there is an intention to liquidate the Group or to as a whole provides an appropriate view of the Group’s design audit procedures that are appropriate in the cir-
cease operations, or there is no realistic alternative but to position and, in all material respects, is consistent with cumstances, but not for the purpose of expressing an
do so. the consolidated financial statements and the knowledge opinion on the effectiveness of these systems.
obtained in the audit, complies with the German legal – Evaluate the appropriateness of accounting policies
Furthermore, management is responsible for the prepara- requirements and appropriately presents the opportuni- used by management and the reasonableness of esti-
tion of the combined management report that, as a whole, ties and risks of future development, as well as to issue mates made by management and related disclosures.
provides an appropriate view of the Group’s position and an auditor’s report that includes our opinions on the con- – Conclude on the appropriateness of management’s use
is, in all material respects, consistent with the consolidated solidated financial statements and on the combined man- of the going concern basis of accounting and, based on
financial statements, complies with German legal require- agement report. the audit evidence obtained, whether a material uncer-
ments, and appropriately presents the opportunities and tainty exists related to events or conditions that may cast
risks of future development. In addition, management is Reasonable assurance is a high level of assurance, but is significant doubt on the Group’s ability to continue as a
responsible for such arrangements and measures (systems) not a guarantee that an audit conducted in accordance with going concern. If we conclude that a material uncertain-
as they have considered necessary to enable the prepara- Section 317 HGB and the EU Audit Regulation and in com- ty exists, we are required to draw attention in the audi-
tion of a combined management report that is in accord- pliance with German Generally Accepted Standards for Fi- tor’s report to the related disclosures in the consolidated
ance with the applicable German legal requirements, and nancial Statement Audits promulgated by the Institut der financial statements and in the combined management
to be able to provide sufficient appropriate evidence for the Wirtschaftsprüfer (IDW) will always detect a material mis- report or, if such disclosures are inadequate, to modify
assertions in the combined management report. statement. Misstatements can arise from fraud or error and our respective opinions. Our conclusions are based on
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
the audit evidence obtained up to the date of our audi- We communicate with those charged with governance re- with the requirements of Section 328 (1) HGB for the elec-
tor’s report. However, future events or conditions may garding, among other matters, the planned scope and tim- tronic reporting format (“ESEF format”). In accordance
cause the Group to cease to be able to continue as a ing of the audit and significant audit findings, including any with German legal requirements, this assurance work ex-
going concern. significant deficiencies in internal control that we identify tends only to the conversion of the information contained
– Evaluate the overall presentation, structure and content during our audit. in the consolidated financial statements and the combined
of the consolidated financial statements, including the management report into the ESEF format and therefore
disclosures, and whether the consolidated financial We also provide those charged with governance with a relates neither to the information contained in these ren-
statements present the underlying transactions and statement that we have complied with the relevant inde- derings nor to any other information contained in the file
events in a manner that the consolidated financial state- pendence requirements, and communicate with them all identified above.
ments give a true and fair view of the assets, liabilities, relationships and other matters that may reasonably be
financial position and financial performance of the thought to bear on our independence, and where applica- In our opinion, the rendering of the consolidated financial
Group in compliance with IFRSs as adopted by the EU ble, the actions taken or safeguards applied to eliminate statements and the combined management report con-
and the additional requirements of German commercial independence threats. tained in the electronic file made available, identified above
law pursuant to Section 315e (1) HGB. and prepared for publication purposes complies, in all ma-
– Obtain sufficient appropriate audit evidence regarding From the matters communicated with those charged with terial respects, with the requirements of Section 328 (1)
the financial information of the entities or business ac- governance, we determine those matters that were of most HGB for the electronic reporting format. Beyond this assur-
tivities within the Group to express opinions on the con- significance in the audit of the consolidated financial state- ance opinion and our audit opinion on the accompanying
solidated financial statements and on the combined ments of the current period and are therefore the key audit consolidated financial statements and the accompanying
management report. We are responsible for the direc- matters. We describe these matters in our auditor’s report combined management report for the financial year from
tion, supervision and performance of the group audit. unless law or regulation precludes public disclosure about 1 January to 31 December 2023, contained in the “Report
We remain solely responsible for our opinions. the matter. on the Audit of the Consolidated Financial Statements and
– Evaluate the consistency of the combined management the Combined Management Report” above, we do not ex-
report with the consolidated financial statements, its press any assurance opinion on the information contained
conformity with [German] law, and the view of the Other Legal and Regulatory Requirements within these renderings or on the other information con-
Group’s position it provides. tained in the file identified above.
– Perform audit procedures on the prospective informa- Report on the Assurance on the Electronic
tion presented by management in the combined man- Rendering of the Consolidated Financial We conducted our assurance work on the rendering of the
agement report. On the basis of sufficient appropriate Statements and the Combined Management consolidated financial statements and the combined man-
audit evidence we evaluate, in particular, the significant Report Prepared for Publication Purposes in agement report contained in the file made available and
assumptions used by management as a basis for the pro- Accordance with Section 317 (3a) HGB identified above in accordance with Section 317 (3a) HGB
spective information, and evaluate the proper derivation We have performed assurance work in accordance with and the IDW Assurance Standard: Assurance Work on the
of the prospective information from these assumptions. Section 317 (3a) HGB to obtain reasonable assurance about Electronic Rendering of Financial Statements and Manage-
We do not express a separate opinion on the prospec- whether the rendering of the consolidated financial state- ment Reports Prepared for Publication Purposes in Accord-
tive information and on the assumptions used as a basis. ments and the combined management report (hereinafter ance with Section 317 (3a) HGB (IDW AsS 410 (06.2022)).
There is a substantial unavoidable risk that future events the “ESEF documents”) contained in the electronic file Our responsibility in accordance therewith is further de-
will differ materially from the prospective information. „deliveryherose-2023-12-31-de.zip“ (SHA256-Hash value: scribed below. Our audit firm applies the IDW Standard on
230dd19ea3977d0ebe020380db50770e2023fba396e- Quality Management 1: Requirements for Quality Manage-
cf8a021d390503f3bcc80) made available and prepared for ment in Audit Firms (IDW QS 1).
publication purposes complies in all material respects
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
The Company’s management is responsible for the prepa- – Evaluate the technical validity of the ESEF documents, the ESEF format – including the versions to be entered in
ration of the ESEF documents including the electronic ren- i.e. whether the file made available containing the ESEF the German Company Register [Unternehmensregister] –
dering of the consolidated financial statements and the documents meets the requirements of Commission Del- are merely electronic renderings of the audited consolidat-
combined management report in accordance with Section egated Regulation (EU) 2019 / 815, as amended as of the ed financial statements and the audited combined manage-
328 (1) sentence 4 item 1 HGB and for the tagging of the reporting date, on the technical specification for this ment report and do not take their place. In particular, the
consolidated financial statements in accordance with Sec- electronic file. ESEF report and our assurance opinion contained therein
tion 328 (1) sentence 4 item 2 HGB. – Evaluate whether the ESEF documents provide an XHTML are to be used solely together with the examined ESEF doc-
rendering with content equivalent to the audited consol- uments made available in electronic form.
In addition, the Company’s management is responsible for idated financial statements and the audited combined
such internal control that they have considered necessary management report.
to enable the preparation of ESEF documents that are free – Evaluate whether the tagging of the ESEF documents German Public Auditor Responsible for the
from material intentional or unintentional non-compliance with Inline XBRL technology (iXBRL) in accordance with Engagement
with the requirements of Section 328 (1) HGB for the elec- the requirements of Articles 4 and 6 of the Commission The German Public Auditor responsible for the engagement
tronic reporting format. Delegated Regulation (EU) 2019 / 815, as amended as of is Milan Lucas.
the reporting date, enables an appropriate and complete
The Supervisory Board is responsible for overseeing the machine-readable XBRL copy of the XHTML rendering. Berlin, April 23, 2024
process of preparing the ESEF documents as part of the
financial reporting process. Further Information pursuant to Article 10 KPMG AG
of the EU Audit Regulation Wirtschaftsprüfungsgesellschaft
Our objective is to obtain reasonable assurance about We were elected as group auditor at the Annual General
whether the ESEF documents are free from material inten- Meeting on July 14, 2023. We were engaged by the Super- [signature] [signature]
tional or unintentional non-compliance with the require- visory Board on August 8, 2023. We have been the group Lucas Heidgen
ments of Section 328 (1) HGB. We exercise professional auditor of Delivery Hero SE without interruption since fi- Wirtschaftsprüfer Wirtschaftsprüfer
judgment and maintain professional skepticism throughout nancial year 2017. [German Public Auditor] [German Public Auditor]
the assurance work. We also:
We declare that the opinions expressed in this auditor’s
– Identify and assess the risks of material intentional or report are consistent with the additional report to the Audit
unintentional non-compliance with the requirements of Committee pursuant to Article 11 of the EU Audit Regula-
Section 328 (1) HGB, design and perform assurance pro- tion (long-form audit report).
cedures responsive to those risks, and obtain assurance
evidence that is sufficient and appropriate to provide a
basis for our assurance opinion. Other Matter – Use of the Auditor’s Report
– Obtain an understanding of internal control relevant to Our auditor’s report must always be read together with
the assurance on the ESEF documents in order to design the audited consolidated financial statements and the au-
assurance procedures that are appropriate in the circum- dited combined management report as well as the exam-
stances, but not for the purpose of expressing an assur- ined ESEF documents. The consolidated financial state-
ance opinion on the effectiveness of these controls. ments and combined management report converted to
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INDEPENDENT ASSURANCE
PRACTITIONERʼS REPORT 1
To Delivery Hero SE, Berlin This responsibility includes the selection and application of Quality Management 1: Requirements for Quality Manage-
appropriate non-financial reporting methods and making ment in Audit Firms (IDW QMS 1 (09.2022)).
We have performed a limited assurance engagement on assumptions and estimates about individual non-financial
the combined separate non-financial group report of disclosures of the group that are reasonable in the circum-
Delivery Hero SE, Berlin (hereinafter the “parent company”) stances. Furthermore, management is responsible for such Responsibility of the Assurance Practitioner
for the period from January 1, 2023 to December 31, 2023 internal control as they consider necessary to enable the Our responsibility is to express a conclusion with limited as-
(hereinafter the “report”). preparation of a report that is free from material misstate- surance on the report based on our assurance engagement.
ment, whether due to fraud (manipulation of the report)
or error. We conducted our limited assurance engagement in ac-
Responsibilities of Management cordance with International Standard on Assurance En-
Management of the parent company is responsible for the The EU Taxonomy Regulation and the Delegated Acts issued gagements (ISAE) 3000 (Revised): “Assurance Engagements
preparation of the report in accordance with Sections 315c thereunder contain wording and terms that are still subject Other Than Audits or Reviews of Historical Financial Infor-
in conjunction with 289c to 289e HGB [“Handelsgesetz- to considerable interpretation uncertainties and for which mation” issued by the IAASB. This standard requires that
buch”: German Commercial Code] and Article 8 of Regula- clarifications have not yet been published in every case. we plan and perform the assurance engagement to obtain
tion (EU) 2020 / 852 of The European Parliament and of the Therefore, management has disclosed their interpretation limited assurance about whether any matters have come
Council of June 18, 2020 on establishing a framework to of the EU Taxonomy Regulation and the Delegated Acts to our attention that cause us to believe that the parent
facilitate sustainable investment and amending Regulation adopted thereunder in section “EU Taxonomy Information” companyʼs report is not prepared, in all material respects,
(EU) 2019 / 2088 (hereinafter the “EU Taxonomy Regula- of the report. They are responsible for the defensibility of in accordance with Sections 315c in conjunction with 289c
tion”) and the Delegated Acts adopted thereunder, as well this interpretation. Due to the immanent risk that indeter- to 289e HGB and the EU Taxonomy Regulation and the Del-
as for making their own interpretation of the wording and minate legal terms may be interpreted differently, the legal egated Acts issued thereunder as well as the interpretation
terms contained in the EU Taxonomy Regulation and the conformity of the interpretation is subject to uncertainties. by management disclosed in section “EU Taxonomy Infor-
delegated acts adopted thereunder as set out in section mation” of the report.
“EU Taxonomy Information” of the report.
Independence and Quality Assurance of the In a limited assurance engagement, the procedures per-
Assurance Practitioner’s firm formed are less extensive than in a reasonable assurance
We have complied with the independence and quality as- engagement, and accordingly, a substantially lower level of
surance requirements set out in the national legal provi- assurance is obtained. The selection of the assurance pro-
sions and professional pronouncements, in particular the cedures is subject to the professional judgment of the as-
Professional Code for German Public Auditors and Char- surance practitioner.
tered Accountants (in Germany) and the IDW Standard on
1 Our engagement applied to the German version of the combined separate non-financial report 2023. This text is a translation of the independent assurance practitioner’s report issued in German language, whereas the German text is authoritative.
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In the course of our assurance engagement we have, In determining the disclosures in accordance with Article 8 using the information contained in this assurance report,
among other things, performed the following assurance of the EU Taxonomy Regulation, management is required each recipient confirms having taken note of provisions
procedures and other activities: to interpret undefined legal terms. Due to the immanent of the General Engagement Terms (including the limita-
risk that undefined legal terms may be interpreted differ- tion of our liability for negligence to EUR 4 million as
– Risk analysis, including media research, to identify rele- ently, the legal conformity of their interpretation and, ac- stipulated in No. 9) and accepts the validity of the attached
vant information on Delivery Hero SE’s sustainability per- cordingly, our assurance engagement thereon are subject General Engagement Terms with respect to us.
formance in the reporting period to uncertainties.
– Evaluation of the design and the implementation of sys- Berlin, April 24, 2024
tems and processes for the collection, processing and
monitoring of disclosures, including data consolidation, Assurance Opinion KPMG AG
on environmental, employee and social matters, respect Based on the assurance procedures performed and the ev- Wirtschaftsprüfungsgesellschaft
for human rights, and combating corruption and bribery idence obtained, nothing has come to our attention that [Original German version signed by:]
– Inquiries of group-level personnel who are responsible causes us to believe that the report of Delivery Hero SE,
for determining disclosures on concepts, due diligence Berlin for the period from January 1, 2023 to December 31, Lucas Krayl
processes, results and risks, performing internal control 2023 has not been prepared, in all material respects, in Wirtschaftsprüfer Wirtschaftsprüfer
functions and consolidating disclosures accordance with Sections 315c in conjunction with 289c to [German Public Auditor] [German Public Auditor]
– Inspection of selected internal and external documents 289e HGB and the EU Taxonomy Regulation and the Dele-
– Analytical procedures for the evaluation of data and of gated Acts issued thereunder as well as the interpretation
the trends of quantitative disclosures as reported at by management as disclosed in section “EU Taxonomy In-
group level by the sites formation” of the report.
– Evaluation of local data collection, validation and report-
ing processes as well as the reliability of reported data
based on a sample of selected local entities in Argentina, Restriction of Use
South Korea, Spain and Turkey This assurance report is solely addressed to Delivery Hero SE.
– Assessment of the overall presentation of the disclosures
– Evaluation of the process for the identification of taxon- Our assignment for Delivery Hero SE and professional lia-
omy-eligible economic activities and the corresponding bility is governed by the General Engagement Terms for
disclosures in the report Wirtschaftsprüferinnen, Wirtschaftsprüfer and Wirtschafts
prüfungsgesellschaften (German Public Auditors and Public
Audit Firms) (Allgemeine Auftragsbedingungen für Wirt
schaftsprüferinnen, Wirtschaftsprüfer und Wirtschafts
prüfungsgesellschaften) in the version dated January 1,
2017 ( General Engagement Terms). By reading and
216
FURTHER
INFORMATION
FURTHER
INFORMATION
GRI, SASB, TCFD CONTENT INDEX 219
IMPRINT229
1 Foundation 2021
Statement Delivery Hero has reported the information cited in this GRI content index for the
of use period 01/01/2023–31/12/2023 with reference to the GRI Standards. 77
2-2c Approach used for consolidating the information of all entities The non-financial data is consolidated at a Group level by the relevant team at DH Central. 196–205
2-3a Reporting period and frequency of reporting January 1, 2023–December 31, 2023, annually –
2-3b Reporting period for financial reporting January 1, 2023–December 31, 2023 –
2-4 Restatements of information from previous reporting periods Update of the carbon footprint for 2022 62–63
Policy and practice for seeking external assurance and involvement of highest
2-5a governance body and senior executives Information on Supervisory Board's review of Non-Financial Report 12–13
Relationship between the organization and the assurance provider Information provided in external assurance report 215–216
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Significant fluctuations in the number of employees during the reporting The global average headcount figure has decreased by 6.1% compared to the
2-7e period and between reporting periods previous reporting year. 86
Total number of workers who are not employees and whose work is
2-8a controlled by the organization 64–65
2-8b Methodologies and assumptions used to compile non-employee workers’ data 64–65
Significant fluctuations in the number of non-employees workers during
2-8c the reporting period and between reporting periods –
Governance
Description of governance structure, incl. committees of highest governance
2-9a body 10–17
List of committees of the highest governance body that are responsible for
decisionmaking on and overseeing the management of the organization’s
2-9b impacts on the economy, environment, and people 16
Description of composition of the highest governance body and its
2-9c committees 11–17
Description of the nomination and selection processes for the highest
2-10a governance body and its committees 14–17
Description of criteria used for nominating and selecting highest governance
2-10b body members 22–27
The chair of the highest governance body also being a senior executive in
2-11a the organization The chair of the highest governance body is not a senior executive in the organization –
In case of chair also being a senior executive: Explanation of their function
within the organization’s management, the reasons for this arrangement,
2-11b and how conflicts of interest are prevented and mitigated. Not applicable for Delivery Hero –
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Delivery Hero | Annual Report 2023 Company | Combined Management Report | Consolidated Financial Statements | Further Information
Description of process and frequency for senior executives or other The highest governance body is regularly updated on the management of the
employees to report back to the highest governance body on the manage- organization’s impacts on the economy, environment, and people by the respective
2-13b ment of the organization’s impacts on the economy, environment, and people senior executives responsible for the topic. –
Responsibility of highest governance body for reviewing and approving the The highest governance body reviews the Annual Report, which entails this Non-
reported information, including the organization’s material topics, and financal Report before publication. The Senior Vice President of People, Culture &
2-14a description of the process for reviewing and approving the information Sustainability is approving the material topics presented in this report. –
If applicable: Explanation of highest governance body not being responsible
for reviewing and approving the reported information, including the
2-14b organization’s material topics Not applicable for Delivery Hero –
Process for the highest governance body to ensure that conflicts of
2-15a interest are prevented and mitigated 16–24
2-15b Disclosure of conflicts of interest to stakeholders No conflict of interest have been identified in the reporting year. –
Description of whether and how critical concerns are communicated to the
2-16a highest governance body 29
Total number and the nature of critical concerns that were communicated to
2-16b the highest governance body during the reporting period 20–21
Measures taken to advance the collective knowledge, skills, and experience
2-17 of the highest governance body on sustainable development 25–27
Description of processes for evaluating the performance of the highest
governance body in overseeing the management of the organization’s
2-18a impacts on the economy, environment, and people 12–14, 16, 21
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2-23a Description of policy commitments for responsible business conduct 20, 64, 67–68
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Description of how the stakeholders who are the intended users of the We have send out employee surveys (in certain markets) in the past to evaluate the
grievance mechanisms are involved in the design, review, operation, and trust and usage of the whistleblower platform, and we aim to do this further in the
2-25d improvement of these mechanisms future in a timely manner. –
We have recently started a feedback process to evaluate the effectiveness of the
confidentiality and non-retaliation of the stakeholders who have been involved in the
internal investigation procedures. The annonymous survey mentioned above is also a
Description of how the organization tracks the effectiveness of the grievance way for us to track effectiveness of the grievance mechanisms. We also have an
mechanisms and other remediation processes, and report examples of their internal compliance maturity assesment done periodically to evaluate how mature
2-25e effectiveness, including stakeholder feedback and robust our compliance procedures are and how we can improve it. –
2-27d Description of determination of significant instances of non-compliance See chapter on Contingencies 190–191
DHSE is a member of five business association which represent Delivery Hero’s
interest in various areas of Delivery Hero’s Commercial activities:
- Deutsches Aktieninstitut (DAI);
- Deutscher Investor Relations Verband (DIRK);
- Bitkom, European Tech Alliance (EUTA);
- Bundesverband Deutsche Startups e.V.
2-28a Membership associations - Delivery Platforms Europe (dpe) coalition –
Stakeholder Engagement
2-30a Percentage of total employees covered by collective bargaining agreements Global information is currently unavailable
Description of working conditions and employment terms of employees not
covered by collective bargaining agreement are covered by similar agree-
2-30b ments 64–65, 115–116
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Description of actual and potential, negative and positive impacts on the Please see the section on the respective material topic for more information on this.
economy, environment, and people, including impacts on their human rights We are working to increase this information as part of our efforts to meet the
3-3a for each material topic requirements for the upcoming EU reporting regualations (CSRD). –
Please see the section on the respective material topic for more information on this.
Any the negative impacts the organization is involved in through its activities We are working to increase this information as part of our efforts to meet the
3-3b or as a result of its business relationships, and description of thereof requirements for the upcoming EU reporting regualations (CSRD). –
3-3c Policies or commitments regarding the material topic Please see the section on the respective material topic for more information on this. 61
3-3d Description of actions taken to manage the material topic and related impacts Please see the section on the respective material topic for more information on this. 61
3-3e Information on tracking the effectiveness of the actions Please see the section on the respective material topic for more information on this. 61
See section on materiality assessment for more information. We are in ongoing
exchanges with our stakeholders, i.e. NGOs and investors and have constant dialogues
Description of how engagement with stakeholders has informed the actions with riders and our restaurant partners, whose feedback influences our actions taken.
taken (3-3-d) and how it has informed whether the actions have been effective One way to inform our stakeholders is through publications, i.e. the Non-Financial
3-3f (3-3-e) Report or the CDP questionnaire, about the effectiveness of our actions. 61
205 Anti-Corruption
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301 Materials
103-1, 103-2, 103-3 Management approach 63
Global information currently unavailable. We are still in the process of developing
301-1 Material consumption our data collection on material consumption. –
302 Energy
305 Emissions
306 Waste
401 Employment
401-1 New employee hires and employee turnover Global information is currently unavailable due to ongoing roll-out of HR tool. –
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404-2 Programs for upgrading employee skills and transition assistance programs 65–66
406 Anti-discrimination
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(1) Data processing capacity, (2) percentage outsourced TC-IM-000.B Global Information currently unavailable.
(1) Amount of data storage, (2) percentage outsourced TC-IM-000.C Global Information currently unavailable.
TCFD DISCLOSURE
Source:
Topic Recommended Disclosure 2023 CDP Climate Change Response
a. Describe the board’s oversight of climate-related risks and opportunities. C1.1, C1.1a, C1.1b
Governance
b. Describe management’s role in assessing and managing climate-related risks and opportunities. C1.2
a. D
escribe the climate-related risks and opportunities the organization has identified over the short, medium, and long term. C2.1a, C2.2a, C2.3a, C2.4a
Strategy b. D
escribe the impact of climate-related risks and opportunities on the organization’s businesses, strategy, and financial planning C2.3a, C2.4a, C3.1, C3.2, C3.3, C3.4
c. Describe the resilience of the organization’s strategy, taking into consideration different climate-related scenarios,
including a 2°C or lower scenario C3.1, C3.2, C3.3, C3.4
a. Describe the organization’s processes for identifying and assessing climate-related risks. C2.1, C2.2, C2.2a
Risk Management b. Describe the organization’s processes for managing climate-related risks. C2.1, C2.2
c. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization’s
overall risk management. C2.1, C2.2
a. D
isclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy C2.1a, C2.1b, C2.2, C2.3a, C2.4a, C4.2,
and risk management process. C4.2a
Metrics and Targets
b. D
isclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks. C6.1, C6.3, C6.5
c. Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets. C4.1, C4.1a, C4.1b, C4.2, C4.2b
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Date
Imprint
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This document includes – in the applicable financial reporting framework not clearly defined – supplemental financial measures that are or may be alternative performance measures (non-GAAP-measures). These supplemental financial measures should not
be viewed in isolation or as alternatives to measures of Delivery Hero Group’s net assets and financial positions or results of operations as presented in accordance with the applicable financial reporting framework in its Consolidated Financial Statements.
Other companies that report or describe similarly titled alternative performance measures may calculate them differently.
Due to rounding, some figures in this and other documents or statements may not add up precisely to the sums indicated, and percentages presented may not precisely reflect the absolute figures to which they relate.
We also publish this document in German. In the event of any discrepancies, the German version of the document shall prevail over the English translation.
For technical reasons, there may be differences between the accounting records appearing in this document and those published pursuant to legal requirements.
230