Delivery Hero : Corporate Governance Statement 2023

Delivery Hero| Annual Report 2023

Company| Combined Management Report | Consolidated Financial Statements | Further Information

CORPORATE

GOVERNANCE

- 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

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,

Group Corporate­ Governance Statement

(Sections­ 289f, 315d of the German

­Commercial Code (HGB))

For Delivery Hero SE (also referred to as the "Company"), good corporate governance is an essential prerequisite for, and a reflection of, responsible and transparent leadership. As a multinational group (the Company together with its consolidated subsidiaries also referred to as the "Delivery Hero Group"), we attach particular importance to management geared toward long-term success, cooperation between the Management Board, Supervisory Board and employees based on trust, as well as sustainable value creation and corporate control. The Management Board and the Supervisory Board of Delivery Hero SE are committed to the principles of strong and responsible corporate

governance­and, in this regard, aim to meet the highest standards and the values of the Company. In addition to applicable law, the Management Board and Supervisory Board are guided in particular by the recommendations of the German Corporate Governance Code. The Supervisory Board and the Management Board report annually on the corporate governance of the Company together with the Group Corporate Governance Statement in accordance with ­Sections 289f, 315d of the German Commercial Code (HGB), which is available on the Company's website at

Corporate Governance Statement. In accordance with Principle 23 of the GCGC, this declaration is the central instrument of corporate governance reporting pursuant to Sections 289f, 315d of the German Commercial Code (HGB).

Declaration of Compliance pursuant to

­Section 161 of the German Stock Corporation Act (AktG)

The Declaration of Compliance will be permanently ­available on the Company's website at Declaration ofCompliance.

Declaration of Compliance 2023

Declaration by the Management Board and the Super­ visory Board of Delivery Hero SE regarding the recommendations of the Government Commission German Corporate Governance Code pursuant to section 161 AktG

Management Board and Supervisory Board of Delivery Hero SE declare:

Delivery Hero SE (also the "Company") has complied since the publication of the last declaration of compliance in December 2022 with the recommendations of the Government Commission German Corporate Governance Code in the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 (the "GCGC"), with the exception of the recommendations listed below.

In addition, the Company will continue to comply with the recommendations of the GCGC in the future subject to the following deviations:

Emmanuel Thomassin, as Chief Financial Officer of the
Company, and Pieter-Jan Vandepitte as Chief Operating
Officer of the Company, the Supervisory Board has not
yet developed guidelines for the succession planning for
the Management Board members. To that extent, a devi-
ation is declared regarding this recommendation. The
Supervisory Board continuously monitors the need for
long-term succession planning and is committed to
developing­	guidelines for the succession planning for
the members of the Management Board in line with the
specific needs of the Company to comply with this rec-
ommendation of the GCGC in the future.
- Pursuant to Section B.3 of the GCGC, the first-time ap-
pointment of Management Board members shall be for
a period of not more than three years. Deviating from
this, the Supervisory Board of the Company appointed
Pieter-Jan Vandepitte in the financial year 2021 as a
member of the Management Board for an initial period
of five years. The term of his initial appointment ends on
April 30, 2026. Pieter-Jan Vandepitte has been Chief Op-
erating Officer of the Company since August 1, 2015.
During this time, he has already proven himself as a
leader and demonstrated that he is closely familiar with
the Delivery Hero Group, its structures, values and objec-
tives and the cooperation with the members of the Man-
agement Board. Over the past years, the Supervisory
Board has gained a comprehensive picture of Pieter-Jan
Vandepitte's working methods, experience and knowl-
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 first-time appointment of Pieter-Jan Vandepitte as a Management Board member continues in the financial year 2023, the Company declares, to that extent, a deviation regarding this recommendation.

• Section F.2 of the GCGC recommends that the consolidat- ed financial statements and the group management re- port shall be made publicly accessible within 90 days from the end of the financial year, while mandatory in- terim financial information shall be made publicly acces- sible within 45 days from the end of the reporting peri- od. Due, among other things, to a large number of M&A activities of the Company and the resulting need for in- tegration within the group, the Company has so far only published its financial reports within the statutory dead- lines. In order to maintain a high quality of the financial reporting, the Company will continue to publish the con- solidated financial statements and the group manage- ment report as well as the mandatory interim financial information within the statutory deadlines. Consequent- ly, the Company hereby declares a deviation from the respective recommendations. However, the Company is constantly seeking to improve its reporting system to comply with these recommendations of the GCGC in the future.
• Until December 31, 2023:
  Pursuant to Section G.1 indent 1, half-sentence 2 of the GCGC, the compensation system of the Management Board shall in particular specify the amount of total re- muneration that may not be exceeded (maximum remu- neration). In accordance with this recommendation, the Supervisory Board of the Company has resolved amend- ments to the compensation system for Management 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

actually received for a given financial year. The maximum	Berlin, in December 2023
compensation for the Chair of the Management Board is
set at € 12 million and for the ordinary members of the	Delivery Hero SE
Management Board at € 9 million. The Managent Board
service agreements which are valid currently, until De-	On behalf of the Supervisory Board
cember 31, 2023, were already concluded prior to the
introduction of Section 87a (1) sentence 2 no. 1 AktG and
the Annual General Meeting on June 16, 2021, which
voted on the Management Board compensation system,	Dr Martin Enderle
and do not contain a provision on maximum remunera-
tion. Since such Management Board service agreements
are grandfathered and the GCGC does not require any
adjustment of current contracts, the Company declares	The Management Board
to that extent a deviation with regard to this recommen-
dation of the GCGC.
- From January 1, 2024:
The Supervisory Board has resolved a new compensation	Niklas Östberg	Emmanuel Thomassin
system for the members of the Management Board and
submitted this compensation system to the Annual Gen-
eral Meeting on June 14, 2023 for approval. Pursuant to
Section 87a (1) sentence 2 no. 1 AktG, this new compen-
sation system also provides for a maximum compensa-
tion which limits the total amount of compensation ac-
tually received for a given financial year. The maximum	Pieter-Jan Vandepitte
compensation for the Chair of the Management Board is
set at € 12 million and for the ordinary members of the
Management Board at € 9 million. The Supervisory Board
has entered into new Management Board service agree-
ments with the members of the Management Board with
effect from January 1, 2024. These Management Board
service agreements contain the aforementioned provi-
sions on maximum compensation. In this respect, the
Company will comply with recommendation G.1, indent
1, half-sentence 2 of the GCGC in the financial year 2024.

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Delivery Hero| Annual Report 2023

Company| Combined Management Report | Consolidated Financial Statements | Further Information

Compensation Report, compensation system

The compensation system for the members of the Management Board pursuant to Section 87a (1) and (2) Sentence 1 of the German Stock Corporation Act (AktG), applicable in the financial year 2023, was approved by the Annual General Meeting on June 16, 2021. Furthermore, the Annual General Meeting on June 16, 2021 adopted the resolution pursuant to Section 113 (3) of the German Stock Corporation Act (AktG) on the compensation of the members of the Supervisory Board. This compensation system and the resolution can be accessed at Compensation. Also at  Compensation the 2022 Compensation Report and the corresponding audit report pursuant to Section 162 of the German Stock Corporation Act (AktG) are available. For information regarding the compensation of the members of the Management Board and the Supervisory Board and the members of the committees in the financial year 2023, please refer to the detailed compensation report, which can also be found on the Company's website at  AGM and additionally at  Compensation. The compensation report also contains specific information on the Company's existing stock option programs and similar securities-based incentive systems.

The Supervisory Board has adopted a new compensation system for the members of the Management Board pursuant to Section 87a (1) and (2) Sentence 1 of the German Stock Corporation Act (AktG) which was approved by the Annual General Meeting on June 14, 2023. This new compensation system has been in effect from January 1, 2024, and can be accessed at  Compensation.

Corporate governance and relevant disclosures on corporate governance practices

Standards of good and responsible corporate governance

Good corporate governance according to the guiding principle of the "reputable businessperson" serves to sustainably increase the Company's value and promotes the trust in our enterprise's management and supervision among national and international investors, financial markets, business partners, employees and the public. Accordingly, the Company's Management Board, Supervisory Board and executives ensure that our corporate governance policies are actively practiced and continuously developed in all areas of the enterprise.

Corporate governance at Delivery Hero SE is determined in particular by the applicable laws, the recommendations of the GCGC as well as the Company's Articles of Association and the internal rules of procedure and policies.

The Management Board and the Supervisory Board attach great value to an open corporate and management culture. Positive interpersonal relations within the Company as well as the Delivery Hero Group are of paramount importance for the Company's economic success and the satisfaction of its customers, employees, partners and shareholders. A detailed description of our corporate social responsibility can be found in the Non-Financial Report for the Group, which is also available on the Company's website at  NFR.

Compliance, compliance management and the Code of Conduct of Delivery Hero SE

For Delivery Hero SE, compliance is set up to foster a sustainable corporate culture of integrity, responsibility and effective risk management. To ensure that its business is conducted in full compliance with the law and internal pol- icies, the Delivery Hero Group has set up a compliance management system to systematically prevent, detect and

react appropriately to conflicts of interest, corruption, financial crimes, fraud, breaches of antitrust regulations and other violations of the law.

To provide employees with guidance in their decision mak- ing, the Company has developed a Code of Conduct that defines the standards of conduct of the Delivery Hero Group and constitutes a significant component of the compliance management system. The Company expects all employees to adhere to the Code of Conduct and report violations, or potential violations, of the law, the Code of Conduct or other internal policies. The Company offers employees and third parties means of reporting - also anonymously through its whistle-blower system. The Compliance department investigates reported incidents and, if necessary, initiates appropriate measures.

The compliance management system is subject to continuous review and development by the Management Board in cooperation with the relevant departments. The Management Board bears overall responsibility for the proper functioning of the compliance management system; the Supervisory Board and the Internal Audit department monitor the system's appropriateness and effectiveness.

Risk management and internal control system

Within Delivery Hero SE, the Risk Management System ("RMS") is designed to support the enterprise in the early detection, management and monitoring of significant risks for the Delivery Hero Group and their impact on the business strategy.

As part of the business strategy, sustainability targets based on internal and external sustainability data are considered in the risk management process and overall RMS. The RMS manages and streamlines the group-wide risk management process, controls all risk management-related activities and ensures a comprehensive view of all significant

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Delivery Hero| Annual Report 2023

Company| Combined Management Report | Consolidated Financial Statements | Further Information

risks of the Delivery Hero Group. Further details about key objectives, the risk strategy, the duties of central risk man- agement, the recipients of the Risk and Opportunity Report and information on Delivery Hero SE's RMS can be found in the Risk and Opportunity Report in the Combined Group Management Report.

An objective of the group-wide internal control system ("ICS") is presented in the subsection "Internal control system for financial reporting" of the Risk and Opportunity Report in the Combined Group Management Report.

Furthermore, the ICS is designed to ensure compliance with internal policies, statutory rules and regulations, to protect company assets, and to achieve business strategies and goals by reducing financial and operational risks. Controls are designed to enable the permanent monitoring and management of the risks. The achievement of the Delivery Hero Group's sustainability targets is supported by established controls in the assessment and monitoring of sustainability data.

Both the RMS and the ICS are evaluated for appropriateness and effectiveness by the Internal Audit function. The systems are constantly being further developed. The reporting recipients of the ICS are equivalent to the RMS. The compliance management system is integrated into the RMS and ICS and follows the Delivery Hero Group's risk position.

Internal auditing system

The Internal Audit acts independently and reports functionally to the Audit Committee of the Supervisory Board as well as administratively to the General Counsel. It is separate and distinct from the Management Board of Delivery Hero SE, the Governance, Risk & Compliance (GRC) depart- ment, and the external auditors.

The primary objective of Internal Audit is to assist members of the Management Board and the Supervisory Board of Delivery Hero SE in the effective discharge of their responsibilities by providing them with analyses, appraisals, rec- ommendations, and information concerning the activities reviewed. It also aims to promote effective controls at a reasonable cost aligned with the company's strategic ob- jectives. This is accomplished by providing risk-based and objective assurance, advice, and insight at the direction of the Chief Audit Executive.

Internal auditing serves to promote responsible corporate governance in accordance with the standards and code of ethics of the Institute of Internal Auditors (IIA) and the German Institute for Internal Auditing (DIIR). The Internal Audit team provides the Audit Committee of the Supervisory Board with a quarterly report on its activities. These reports contain, among other things, an account of the current status of the various audits conducted under the annual audit plan, significant findings of completed audits, and any outstanding issues relating to the implementation of management action plans.

Duties, composition and working methods of the Management Board and the Supervisory Board as well as of the Supervisory Board's committees.

Dualistic management and control structure

The company form of a European public company (Societas Europaea, SE) expresses Delivery Hero SE's self-image as an internationally oriented Company with European roots.

As an SE with its registered office in Germany, the Company is subject to the European and German SE regulations as well as to the German Stock Corporation Act (AktG). The Company has a dual management system that assigns the management of the enterprise to the Management Board and advice and monitoring of the Management Board to the Supervisory Board. The Management Board and the Supervisory Board cooperate on a basis of trust to the benefit of the enterprise and are in regular contact with one another.

Duties, lines of authority, and composition of the Management Board

As the Management Board of Delivery Hero SE, Niklas ­Östberg (Chair of the Management Board, Chief Executive Officer), Emmanuel Thomassin (Chief Financial Officer) and Pieter-Jan Vandepitte (Chief Operating Officer) are personally responsible for managing the Company's business divisions assigned to them. In doing so, the Management Board is obligated to act in the Company's interest and committed to its sustainable value creation. Niklas Östberg, Emmanuel Thomassin and Pieter-Jan Vandepitte lead the Company in a spirit of partnership and, in coordination with the Supervisory Board, are jointly responsible for the corporate strategy and its day-to-day implementation in accordance with applicable laws, the Articles of Association of the Company and the Rules of Procedure of the Management Board. The management of all business divisions is aligned with the targets set by the resolutions of the Management Board. Irrespective of the distribution of business responsibilities, the members of the Management Board are jointly responsible for managing the Company. They work together in a collegial manner and inform each other on an ongoing basis of significant measures and transactions in their respective business divisions.

The Rules of Procedure of the Management Board laid 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. In particular, they contain regulations on the working methods of the Management Board members and on the cooperation with the Supervisory Board. They also contain, inter alia, a catalog of matters requiring Supervisory Board approval, set out the quorum and the majorities required for the passing of Management Board resolutions and determine the matters that are subject to the decision of the entire Management Board. Management Board meetings are held on a regular basis, usually every week. The Management Board, especially the chair, maintains regular contact with the chair of the Supervisory Board.

The Management Board discusses the current state of strategy implementation with the Supervisory Board at regular intervals. It informs the Supervisory Board regu- larly, promptly and comprehensively with regard to all questions of strategy, planning, business development, risk exposure, risk management and compliance that are of relevance to the Delivery Hero Group. In this context, the Management Board addresses deviations in the course of business development from established plans and agreed targets, indicating the reasons for them. The Supervisory Board may at any time request a report from the Management Board on matters concerning the Company, on its legal and business relations with affiliated compa- nies, and on business operations at these companies which may have a significant influence on the situation of the Company.

When making decisions, Management Board members may not pursue any personal interests. During their term of office, they are subject to a comprehensive non-compete clause and must not exploit business opportunities of the Delivery Hero Group for their own gain. Each member of the Management Board must immediately disclose any conflicts of interest to the Supervisory Board. All transactions between Delivery Hero SE or other companies of the Delivery Hero Group on the one hand, and Management Board members as well as related parties and companies

with which they have a personal relationship on the other, must comply with standard industry practices and may be subject to prior approval by the Supervisory Board. Management Board members may pursue secondary employ- ment, especially more than two supervisory board or comparable mandates at listed companies outside the Delivery Hero Group, with the approval of the Supervisory Board only.

The Supervisory Board is aware of the particular importance of diversity in the Company's management. It firmly believes that management and supervisory bodies with a diverse composition open up diversified perspectives that in turn enable decision-making processes that contribute to a sustainable increase in performance. As regards the composition of the Management Board, the Supervisory Board - even though professional and technical qualifications are always the decisive criterion - attempts to take the international character and various core sectors of the Company's business model into consideration as appropriately as possible while at the same time honoring the principle of diversity, particularly with regard to professional experience and the expertise of the candidates. Even though performance and qualifications are the paramount factors when selecting Management Board members, such members shall not be older than 65 years at the time of their appointment.

Niklas Östberg and Emmanuel Thomassin were first appointed as members of the Management Board in the financial year 2018 following the change of legal form to an SE. Pieter-Jan Vandepitte was first appointed as a member of the Management Board in the financial year 2021. As a rule, the first-time appointment of Management Board members should not exceed a maximum period of three years. However, the Supervisory Board first appointed Pieter-Jan Vandepitte as a member of the Company's Management Board in the financial year 2021 for a term of five years. The members of the Supervisory Board hereby expressed their confidence in Pieter-Jan Vandepitte,

who, as Chief Operating Officer of the Company since August 2015, had already proven himself as a leader and demonstrated that he is very familiar with the Delivery Hero Group, its structures, values and objectives, and the cooperation with the members of the Management Board. A premature re-appointment prior to one year before the end of an appointment period with simultaneous termination of the current appointment shall happen only if special circumstances apply.

Due to the term of appointment until April 30, 2026, the age structure and the long-standing commitment of the Management Board members currently in office, the Supervisory Board has not yet developed guidelines for the succession of Management Board members. The Supervisory Board continuously monitors the need for long-term succession planning and is committed to developing guidelines for the succession planning for the members of the Management Board in line with the specific needs of the Company.

Duties, lines of authority and composition of the Supervisory Board

The Supervisory Board is responsible for regularly advising and monitoring the Management Board in its management of the enterprise. The Supervisory Board performs its functions in accordance with statutory provisions, the Articles of Association of the Company and its own rules of proce- dure. It is involved in decisions of fundamental importance for the enterprise and - for the benefit of the enterprise - works closely and in a spirit of trust with the other governing bodies of the Company, especially the Management Board.

The Articles of Association of the Company stipulate that the Supervisory Board consists of six members. The Supervisory Board comprises six members, three of whom are employee representatives.

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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 year were1:

• Dr Martin Enderle (member and Chair since May 29, 2017)
• Patrick Kolek (member since June 3, 2017, Deputy Chair since July 13, 2018)
• Jeanette L. Gorgas (member since June 18, 2020)
• Gabriella Ardbo Engarås (member since June 18, 2020)
• Nils Engvall (member since June 18, 2020)
• Dimitrios Tsaousis (member since November 2, 2021)

The Supervisory Board has adopted rules of procedure for itself that govern in particular the working methods and the division of responsibilities of the Supervisory Board and its committees. The chair of the Supervisory Board coordinates the work of the Supervisory Board and represents the interests of the Supervisory Board externally. In accordance with the suggestion in Section A.6 GCGC, he is - to an appropriate extent - prepared to hold discussions with investors on issues specific to the Supervisory Board. The Supervisory Board holds at least two meetings per calendar half-year, with further meetings convened as and when necessary. Meetings held, and resolutions passed, in writ- ing, by telephone or by means of electronic media are per- missible. In general, the Supervisory Board passes its resolutions by a simple majority of the members participating in the vote; in the event of a tie, the chair shall have the casting vote. The Supervisory Board discusses the business development, strategic planning and significant investments on a regular basis. The Supervisory Board also regularly assesses how effectively the Supervisory Board as a whole and its committees fulfill their tasks. The evaluation is based on a survey using electronic questionnaires that reflect current requirements of the applicable German law and the GCGC and contain questions addressing all aspects of the Supervisory Board's work. The Supervisory Board then discusses the results in a meeting and decides upon any necessary improvements. The self-evaluation was last

conducted in cooperation with an external consultant in October 2022.

The Supervisory Board members undertake the training and development measures required for their duties on their own responsibility and are supported in this by the Company. The Company offers regular training by external lawyers and Company employees on topics such as capital market law and corporate governance. Furthermore, the Company has developed a comprehensive onboarding program for new Supervisory Board members, which can also be attended by existing Supervisory Board members. In addition to presentations on the Delivery Hero Group's business model and structure of the enterprise, the onboarding program includes presentations by employees in particular from the Finance, Investor Relations, Strategy, Governance, Risk and Compliance, and Internal Audit de- partments. In this context, the members of the Supervisory Board have the opportunity to bilaterally discuss current issues relating to the business divisions of the Management Board with the respective members of the Management Board and other executives. With regard to the specific activities of the Supervisory Board in the financial year 2023, please refer to the Report of the Supervisory Board.

In accordance with the recommendations of the GCGC, the Supervisory Board has set up four committees: an Audit Committee, a Remuneration Committee, a Nomination Committee and a Strategy Committee. Each committee comprises three members. The chair of each committee reports regularly and comprehensively to the full Supervisory Board on the work of the committee.

The Supervisory Board of the Company has set objectives regarding its composition and has determined a profile of skills and competencies for the body as a whole, which in particular seeks to ensure the following:

The Supervisory Board members should collectively possess the knowledge, skills and professional experience necessary for the proper discharge of their duties - supervising and advising the Management Board. Furthermore, the legal gender quota is to be considered. The individual members of the Supervisory Board should possess the knowledge, skills and professional qualifications and experience they need to properly and diligently fulfill the duties and responsibilities assigned to them. At least one member of the Supervisory Board and the Audit Committee must have expertise in the field of accounting. At least one additional member of the Supervisory Board and the Audit Committee must have expertise in the field of financial auditing. Each Supervisory Board member is required to have general knowledge of the field in which the Delivery Hero Group operates, either through practical experience, intensive training, corporate investment management or through longtime advisory activities. The chairs of the Supervisory Board's committees should each have specific knowledge within the respective committee and experience in drawing up agendas as well as sound knowledge in preparing and chairing meetings. In addition, all members of the Supervisory Board must have sufficient time available to discharge their duties to supervise and advise the Management Board. No more than two former members of the Management Board shall be members of the Supervisory Board.

Each member of the Supervisory Board is obliged to observe the enterprise's best interest. They may neither pursue personal interests in their decisions nor exploit business opportunities of the Delivery Hero Group for their own benefit. No candidates shall be proposed for election as members of the Supervisory Board to the Annual General Meeting who, at the same time, are members of the governing bodies of, or exercise advisory functions at, significant competitors of the Delivery Hero Group, or hold any 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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conflict of interest. Supervisory Board members must disclose possible conflicts of interest to the Chair of the Supervisory Board immediately. The Chair of the Supervisory Board must disclose an own conflict of interest to the Deputy Chair of the Supervisory Board. Conflicts of interest that have occurred are handled appropriately; the Supervisory Board provides information about them and how they were addressed in its report to the Annual General Meeting. Material and not merely temporary conflicts of interest involving a Supervisory Board member shall result in the termination of the Supervisory Board member's mandate.

The Supervisory Board shall reflect a well-balanced level of diversity, particularly in respect of the internationality of its members, their experience and different career paths and professional backgrounds. The Supervisory Board has set a target for the quota of women and men on the Supervisory Board (for further details in this regard, please refer to the section about the targets on the appointment of women in management roles).

Bearing in mind the Delivery Hero Group's international 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 experience may be acquired in particular through management tasks in a globally operating company or by working as an advisor.

The Supervisory Board shall include what it considers to be an appropriate number of independent members. If shareholder representatives and employee representatives are considered separately, more than half of the Supervisory Board members in each of these groups shall be independent of the Company and the Management Board as defined

in Section C.7 sentence 2 and sentence 3 GCGC. If the Company has a controlling shareholder and the Supervisory Board comprises six members or less, at least one shareholder representative shall be independent of the controlling shareholder. At present, there is an age limit of 70 years and a term limit of twelve years for Supervisory Board members, from which, however, deviations can be made in justified individual cases, since the most important factor for the appointment as a member of the Supervisory Board is the candidate's professional and technical qualifications.

The chair of the Supervisory Board, the chair of the Audit Committee and the chair of the Remuneration Committee shall be independent from the Company and the Management Board. The chair of the Audit Committee shall also be independent from controlling shareholders.

The Supervisory Board is convinced that the composition described ensures independent and efficient advice and supervision of the Management Board. The implementation status of the profile of required skills and expertise is disclosed below in the form of a qualification matrix.

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SUPERVISORY BOARD OF DELIVERY HERO SE: QUALIFICATION MATRIX 2023

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

1) Personnel Requirements and Diversity

- Nationality

German

US-American

US-American

Swedish

Swedish

Greek

- Age

58

53

55

31

38

51

- Gender

Male

Male

Female

Female

Male

Male

- First appointment

2017

2017

2020

2020

2020

2021

- Term of office

2024

2024

2024

2024

2024

2024

- Committee memberships

4

4

3

1

-

-

- Independence1

2) Skills and Competencies

- Experience in managing or

supervising­

a medium or large

sized international company

- Experience in strategic planning as well as the evaluation, development and implementation of a business strategy

- Experience in crisis management

• Expertise regarding sustainability issues relevant to the enterprise

• Climate and environment

- greenhouse gases

- sustainable packaging solutions

- sustainable business partners

- food waste

• Workforce, safety and human rights

- working conditions

- diversity and inclusion

- employee development

- health and safety

1 Pursuant to the German Corporate Governance Code.

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SUPERVISORY BOARD OF DELIVERY HERO SE: QUALIFICATION MATRIX 2023 (CONTINUATION)

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

2) Skills and Competencies

• Responsible governance and ethics
• • customer privacy and data protection
  • fair business conduct and

compliance

- food safety and quality

• Knowledge of the food delivery business
• Knowledge of relevant markets in

which the Delivery Hero group competes

• Knowledge in the fields of

marketing, sales, technology and digitalization

• General knowledge in the field

of accounting

• General knowledge in the fields of

controlling and risk management

• General knowledge of legal and

corporate governance standards

- Expertise in the field of accounting

- Expertise in the field of auditing

• General knowledge in the field

in which Delivery Hero operates

3) Long-standing international business experience in the main markets of Delivery Hero

- Europe

- Latin America

- Asia-Pacific Region

- Middle East (MENA)

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The Supervisory Board reviews the continuation of target achievement regarding the composition of the Supervisory Board and the fulfillment of the profile of skills and competencies at regular intervals.

Proposals submitted by the Supervisory Board to the Annual General Meeting for the election of Supervisory Board members take these objectives into account while, at the same time, aiming for continuous fulfillment of the profile of skills and competencies for the body as a whole. Each candidate proposal to the Annual General Meeting is accompanied by a curriculum vitae, providing information on the relevant knowledge, skills and professional experience as well as an overview of the material activities performed in addition to the Supervisory Board mandate. The curricula vitae of all Supervisory Board members are updated continuously, but at least once a year, and published on the Company's website at  Team.

For further information, please refer to the objectives of the Supervisory Board of Delivery Hero SE with respect to its composition, which can be found on the Company's website at  Objectives.

Composition and working methods of the

Audit Committee

The Audit Committee is, inter alia, responsible for preparing resolutions of the Supervisory Board relating to the audit and the approval of the Annual Financial Statement and the approval of the Consolidated Financial Statements, as well as for the Management Board's draft proposal for the appropriation of net retained profits and the Supervisory Board's proposal to the Annual General Meeting for the election of an auditor. In addition, the Audit Committee deals in particular with the monitoring of accounting, the accounting process, the appropriateness and effectiveness of the internal control system, the risk management system and the internal audit system, as well as with the audit of the financial statements - particularly the selection and independence of the auditor, the quality of the audit and the additional services performed by the auditor - and

compliance. The Audit Committee also reviews the audit reports and the auditor's findings and makes recommendations to the Supervisory Board in this regard. On behalf of the Supervisory Board, the Audit Committee shall also be responsible (i) for the approval of material transactions between the Company on the one hand and a member of the Management Board or a related party within the meaning of Section 138 of the German Insolvency Code (Insol- venzordnung) or a relative within the meaning of Section 15 of the German General Tax Code (Abgabenordnung) of a member of the Management Board on the other, and (ii) for the approval of transactions with related parties pursuant to Section 111b (1) of the German Stock Corporation Act (AktG).

The members of the Audit Committee in the 2023 financial year were:

• Patrick Kolek (member and Chair since August 1, 2018)
• Dr Martin Enderle (member until July 13, 2018 and since August 1, 2018, Deputy Chair since June 16, 2021)
• Jeanette L. Gorgas (member since October 19, 2021)

As Chair of the Audit Committee and certified public ac- countant, Patrick Kolek possesses the expertise required according to Sections 100 (5) and 107 (4) of the German Stock Corporation Act (AktG) in the fields of accounting and financial auditing along with special knowledge and experience in the application of accounting standards and internal control procedures. In addition, according to his own assessment and that of the Supervisory Board, Patrick Kol- ek is independent. Furthermore, he is not a former member of the Company's Management Board. As Deputy Chair, Dr Martin Enderle has the necessary expertise in the field of accounting. This is due, in particular, to his many years of practical experience as managing director and CEO of numerous companies. In addition, he gained various experience in financial auditing during his mandate as a member of the supervisory board of Rocket Internet SE and his long-standing mandate on the Supervisory Board and Audit Committee of Delivery Hero SE. The members of the Audit

Committee as a whole are familiar with the sector in which the Company operates.

Composition and working methods of the Remuneration Committee

The compensation system for the Management Board as well as the amount and appropriateness of the compensation of the individual Management Board members and the compensation system for the Supervisory Board are reviewed and - if necessary - revised by the Remuneration Committee. In this regard, the Remuneration Committee supports the activities of the full Supervisory Board.

The members of the Remuneration Committee in the 2023 financial year were:

• Dr Martin Enderle (member until July 13, 2018, member and Chair since August 1, 2018)
• Patrick Kolek (member since August 1, 2018, Deputy Chair since June 16, 2021)
• Gabriella Ardbo Engarås (member since June 18, 2020)

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