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Expert Corporate Governance Service (ECGS)
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Delivery Hero - AGM 12 June 2019

Item 3a: We recommend to oppose the discharge of the Chairman of the Supervisory Board and its Remuneration Committee, Dr. Martin Enderle. The remuneration system for the Management Board has not yet been put to shareholder approval and we have concerns over the structure and certain features of the Management Board members' remuneration.

Items 5 and 6: We recommend to oppose two capital measures due to our concerns over the potential maximum dilution level.

Item 10: The Supervisory Board and the Management Board propose to amend § 12 of the Company's Articles of Association which stipulates that the consent of the Supervisory Board is required in the event of the institution or termination of a court case or arbitration proceeding involving an amount in controversy of more than EUR 1,000,000. We consider that a formal resolution of the Supervisory Board is an additional safeguard that should not unneccesarily be abandoned and recommend shareholders to oppose this proposed amendment to the Articles of Association.

Item 11: We recommend to oppose the Share Option Plan 2019. We are concerned that no absolute performance target exists and note that - although the Company may settle the options in cash - no maximum cap exists except in cases of extraordinary developments.

Underlying
Delivery Hero AG

Delivery Hero SE is a Germany-based company, which is primarily engaged in the food industry. The Company operates as a provider of online food delivery services from restaurants and cafes. The Company offers pizza, burger, organic food, vegan cuisine, and Asian dishes, among others. Its portfolio of brands comprises Foodpanda, Lieferheld, Foodora, PedidosYa, Clickdelivery, Talabat, Yemeksepeti, Donesi, Pauza, Hungerstation, Hellofood, Otlob and others. The Company operates globally, on the territory of more than 40 countries, comprising Europe, the Middle East, North Africa, Asia, and the Americas. The Company's services are available through Web version and mobile application.

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Proxinvest
Proxinvest

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