EQS-Adhoc: Delivery Hero enters into a business combination agreement with Uber Technologies and into a sale and purchase agreement with SSW Partners regarding certain businesses

AD-HOC RELEASE

Public disclosure of inside information pursuant to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation – MAR)

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

Delivery Hero enters into a business combination agreement with Uber Technologies and into a sale and purchase agreement with SSW Partners regarding certain businesses

Berlin, July 16, 2026 – Today, Delivery Hero SE (“Delivery Hero” or the “Company”) (ISIN DE000A2E4K43, Frankfurt Stock Exchange: DHER) entered into a business combination agreement (the “BCA”) with Uber Technologies, Inc. (“Uber”) and its Delaware affiliate, Uber International Technologies II Corporation (the “Bidder”). The BCA is based on the Bidder’s intention, announced today, to launch a voluntary public takeover offer (the “Offer”) for all outstanding shares in the Company (the “DH Shares” and each a “DH Share”) against payment of a cash consideration of EUR 41.50 per DH Share (the “Offer Price”). The Offer Price represents a premium of approximately 127% on the unaffected three-month volume-weighted average share price prior to May 8, 2026 and of approximately 34% on the three-month volume-weighted average share price prior to today’s announcement.

At the same time, Delivery Hero and certain of its subsidiaries entered into a sale and purchase agreement (the “SPA”) with an acquisition vehicle of New York-based investment firm SSW Partners, LP (the “Purchaser”), regarding the sale of certain business operations of the Delivery Hero group (the “Sale”) in Austria, Chile, Cyprus, the Czech Republic, Ecuador, Greece, Moldova, Norway, Poland, Portugal, Romania, Spain, Sweden and Türkiye (the “Target Businesses”) for consideration of approximately EUR 1.4 billion.

Business Combination

By entering into the BCA and through the consummation of the Offer, Delivery Hero and Uber intend to combine Uber’s global technology platform and mobility network with Delivery Hero’s leading local delivery brands, deep vendor relationships and its fast-growing quick commerce capabilities. Delivery Hero and Uber are confident that the Offer has the potential to accelerate innovation and to expand choice, value and convenience for its customers, partners and riders over time.

Uber committed to support Delivery Hero’s corporate culture, to maintain Delivery Hero’s headquarters in Berlin as well as Delivery Hero’s operational hubs in the regions, to have Delivery Hero independently and exclusively managed by its management board under the supervision of the Company’s supervisory board and with agreed commitments to protect its Berlin workforce and headquarters, in each case for the next three years. Uber also committed to use commercially reasonable efforts to invest EUR 2 billion in Germany through 2031. Uber intends, upon closing of the Offer, to be represented in the supervisory board of Delivery Hero with two representatives, including the chair, while at least two independent members continue to remain on the board for so long as Delivery Hero shares are listed on the regulated market.

The Offer will be subject to a minimum acceptance threshold of 50% of all DH Shares, other than treasury shares held by the Company, plus one DH Share (inclusive of shares owned by Uber), the receipt of merger control and other regulatory clearances, including with respect to the Sale, as well as other customary conditions. The BCA also contains customary termination rights and reciprocal break fees. Uber has already received an irrevocable tender commitment in relation to the Offer from a major shareholder in the amount of 16.68%, as a result of which Uber, together with its indirect shareholding of 24.77% and holding of instruments of 11.74%, would increase its total economic interest to a total of more than 53%. Completion of the Offer is expected to occur in the second half of 2027.

In the BCA, the Company agreed – subject to compliance with applicable law and fiduciary duties – that, within 60 calendar days of the completion of the Offer, the Company shall issue to Uber new shares from authorized capital (genehmigtes Kapital) against a cash contribution per share equal to the Offer Price with exclusion of shareholders’ subscription rights. The number of shares to be issued shall not exceed 10% of the Company’s share capital.

Finally, the Bidder agreed not to enter into a domination or profit and loss transfer agreement with the Company for the next three years.

Against this background, the management board and the supervisory board of the Company welcome the Offer and plan to support it, subject to their duties of care and their fiduciary duties and the review of the offer document to be published by the Bidder. At this time, they consider the Offer and the Sale to be in the best interest of the Company, its shareholders, employees and other stakeholders.

Sale of Target Businesses

The Sale of the Target Businesses is effected on consideration of approximately EUR 1.4 billion. Closing of the Sale will be subject to a number of conditions precedent, including the satisfaction of all offer conditions pertaining to the Offer, the completion of the separation of the Target Businesses from the business retained by Delivery Hero, as well as regulatory approvals including merger control, certain foreign direct investment, foreign subsidies and financial services regulatory clearances in specified jurisdictions. Closing is expected to occur at the time of the completion of the Offer in the second half of 2027.

Delivery Hero and certain of its subsidiaries will provide certain transitional services to the Purchaser and certain target companies, and vice versa, in each case for a maximum term of 24 months from closing.

The Company will use the proceeds from the Sale and the post-completion capital increase to satisfy and discharge Delivery Hero’s indebtedness becoming due and payable as a result of a change of control, including indebtedness associated with equity awards, retention payments and convertible bonds. Uber committed to provide a shareholder loan for any remaining indebtedness accelerated at completion of the Offer.

Disclaimer

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, South Africa, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Delivery Hero SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom (the “UK”), this announcement is only addressed to and directed at persons who are “qualified investors” as defined under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (POATR) and who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). In the UK, this document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. In the UK, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” or “should,” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Delivery Hero SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

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Investor Relations Enquiries

ir@deliveryhero.com

Media Enquiries

press@deliveryhero.com

Responsible Person for this Publication:

Andrea Ferraz Estrada

VP of Investor Relations and Corporate Communications