•

The board of directors of DoorDash, Inc. (“DoorDash”), and the board of directors of Deliveroo plc (“Deliveroo”) are pleased to announce that they have reached agreement on the terms of a recommended final* cash offer to be made by DoorDash for the entire issued and to be issued share capital of Deliveroo (the “Acquisition”).

•	Under the terms of the Acquisition, each Deliveroo Shareholder will be entitled to receive:

•	The Acquisition values the entire issued and to be issued ordinary share capital of Deliveroo at approximately £2.9 billion on a fully diluted basis, and represents a premium of approximately:

-

44 per cent. to the Closing Price of 125 pence per Deliveroo Share on 4 April 2025 (being the last Business Day prior to DoorDash’s offer letter to Deliveroo in respect of the Acquisition);

-

29 per cent. to the Closing Price of 140 pence per Deliveroo Share on 24 April 2025 (being the last Business Day prior to the commencement of the Offer Period); and

-

40 per cent. to 129 pence, being the three month Volume Weighted Average Price to 24 April 2025 (being the last Business Day prior to the commencement of the Offer Period).

*

DoorDash confirms that the financial terms of the Acquisition are final and will not be increased, except that DoorDash reserves the right to increase the consideration payable under the Acquisition and/or otherwise improve the terms of the Acquisition if there is an announcement on or after the date of this Announcement of a possible offer or a firm intention to make an offer for Deliveroo by any third party. DoorDash reserves the right (with the consent of the Takeover Panel, if required), and while the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer.

•	The terms of the Acquisition imply an enterprise value of Deliveroo of approximately £2.4 billion.

•	The terms of the Acquisition imply an EV / EBITDA multiple of approximately 13.4x based on the mid-point of Deliveroo’s Full Year 2025 adjusted EBITDA guidance range which remains £170-190 million.

•

DoorDash confirms that the financial terms of the Acquisition are final* and will not be increased, except that DoorDash reserves the right to increase the consideration payable under the Acquisition and/or otherwise improve the terms of the Acquisition if there is an announcement on or after the date of this Announcement of a possible offer or a firm intention to make an offer for Deliveroo by any third party. DoorDash reserves the right (with the consent of the Takeover Panel, if required), and while the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer.

•	It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

•

DoorDash is a leading global technology company that connects local businesses to their communities and consumers. It operates in over 30 countries, partners with over 500,000 local businesses on its marketplaces, serves over 42 million monthly active users, and creates uniquely flexible earnings opportunities for millions of people annually.

•

DoorDash has consistently improved its offering for local businesses, consumers and couriers. Its strong execution has allowed it to build a leadership position in the United States. DoorDash’s execution and product focus has helped drive step-change growth in European geographies. DoorDash takes a multi-decade view to its growth strategy and plans to continue investing in the opportunity to power local commerce globally.

•

Deliveroo has built one of the leading local commerce platforms across its key geographies. Deliveroo has built its business through relentless daily improvement of its highly-compelling consumer value proposition. By partnering with approximately 176,000 local businesses, innovating in new categories such as grocery and retail, in addition to its core restaurant proposition and investing in operational excellence, Deliveroo provides a leading selection and high-quality experience for its approximately 7 million monthly active consumers.

•	DoorDash and Deliveroo have complementary geographic operations and the Enlarged Group will have a global presence in over 40 countries, serving approximately 50 million monthly active users. In 2024, the two companies together generated a total Gross Order Value of approximately $90 billion.

•	DoorDash and Deliveroo are driven by a common mission to empower local commerce, offer a differentiated consumer experience, and build multi-category platforms that serve local economies across the globe.

•

DoorDash and Deliveroo operate in complementary geographic regions; Deliveroo operates in nine countries, all of which are new for DoorDash. Bringing together both companies’ existing footprints will enable the Enlarged Group to operate in countries with a combined population exceeding 1 billion people. Deliveroo has been particularly successful operating in cities and large urban centres, while DoorDash has demonstrated success across urban, suburban and rural areas.

•	DoorDash and Deliveroo are both deeply committed to continuously improving the consumer experience. Deliveroo’s focus on improving its consumer value proposition closely aligns with DoorDash’s focus on improving the combination of selection, quality and affordability provided to consumers.

•

Similarly, DoorDash and Deliveroo are aligned in their dedication to serving merchants across multiple categories in local commerce, enabling local businesses to connect with consumers in their communities, solving mission-critical challenges such as consumer acquisition and demand generation and an exceptional logistics experience. These shared principles drive more orders and more revenue for merchants, resulting in greater earnings opportunities for couriers. DoorDash and Deliveroo both have a strong record of protecting and strengthening independent work, including by combining attractive flexible work with greater security for couriers.

•	This shared vision provides a strong foundation upon which the Enlarged Group intends to build further improvements in consumer retention, order frequency and the consumer experience overall.

•

DoorDash has a proven operating playbook and best-in-class product suite, which it has successfully applied to Wolt’s operations to accelerate product innovation and resulting business performance. Similarly, DoorDash is confident it can build on Deliveroo’s existing strengths to create leading experiences for consumers, local businesses, and couriers in each of the countries in which Deliveroo operates.

•	DoorDash is excited to invest in growing local commerce globally, including investing in Deliveroo’s business in the UK and other Deliveroo geographies and to continue to drive growth.

•

The Enlarged Group’s expanded geographic footprint, enhanced local and regional institutional knowledge and stronger operational capabilities will help strengthen Deliveroo’s positioning in its key geographies in which DoorDash does not operate. Combining Deliveroo’s local leadership and teams with DoorDash’s global operating experience and substantial financial and talent capital, positions the Enlarged Group to operate more efficiently and continue to execute its strategy. Deliveroo operates on a consistent technology and management structure across its countries, allowing the Enlarged Group to swiftly implement best practices and drive operational efficiencies. DoorDash has consistently used its scale and operating discipline to reinvest in innovation, affordability for consumers, services for merchants, and growth for local communities, and will bring the same approach to the Enlarged Group.

•

The Deliveroo Board, wanting to adhere to the highest standards of governance, has formed the Deliveroo Independent Committee to consider the Acquisition and determine on behalf of the Deliveroo Board whether to recommend Scheme Shareholders vote in favour of the Scheme (or accept the Takeover Offer, if applicable). The Deliveroo Independent Committee comprises all Deliveroo Directors other than Will Shu and Tom Stafford, recognising the significant shareholding of Will Shu and Tom Stafford’s association with a significant shareholder of Deliveroo.

•

The Deliveroo Independent Committee, who have been so advised by Goldman Sachs as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Deliveroo Independent Committee, Goldman Sachs has taken into account the commercial assessments of all Deliveroo Directors. Goldman Sachs is providing independent financial advice to the Deliveroo Independent Committee for the purposes of Rule 3 of the Code.

•

Accordingly, the Deliveroo Independent Committee intends to recommend unanimously that Scheme Shareholders vote (or procure the voting) in favour of the Scheme at the Court Meeting and that Deliveroo Shareholders vote (or procure the voting) in favour of the Resolutions at the General Meeting (or, if DoorDash exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer), as each Deliveroo Director holding Deliveroo Shares (in a personal capacity or through a nominee), including Will Shu, has irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings, amounting in aggregate to 96,727,659 Deliveroo Shares (representing, in aggregate, approximately 6.462 per cent. of the Deliveroo Shares in issue on the Last Practicable Date).

•	The Deliveroo Independent Committee benefitted from the views and experience of Will Shu and Tom Stafford when considering the terms of the Acquisition. Both are fully supportive of, and in agreement with, the Deliveroo Independent Committee Recommendation and the Acquisition.

•

In addition to the irrevocable undertakings from the Deliveroo Directors referred to above, DoorDash has also received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and Resolutions at the General Meeting (or, if DoorDash exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) from DST Global and Greenoaks in respect of a total of 134,215,341 Deliveroo Shares (representing, in aggregate, approximately 8.967 per cent. of the Deliveroo Shares in issue on the Last Practicable Date).

•	In total therefore, DoorDash has received irrevocable undertakings with respect to 230,943,000 Deliveroo Shares (representing, in aggregate, approximately 15.429 per cent. of the Deliveroo Shares in issue on the Last Practicable Date).

•	Full details of the irrevocable undertakings received by DoorDash are set out in Appendix III to this Announcement.

•

Deliveroo is an award-winning delivery service founded in 2013 by Will Shu and Greg Orlowski. Deliveroo works with approximately 176,000 of the best-loved restaurants, grocers and retail partners, as well as over 130,000 riders with a goal to provide the best on-demand delivery experience in the world. Deliveroo served approximately 7 million monthly active consumers in 2024.

•	Deliveroo is headquartered in London, with offices around the globe. Deliveroo operates across 9 countries: Belgium, France, Italy, Ireland, Kuwait, Qatar, Singapore, United Arab Emirates and the United Kingdom.

•	For the fiscal year ended 31 December 2024, Deliveroo reported £7.1 billion GTV (+8% vs 2023 in constant currency), revenue of approximately £2.0 billion and adjusted EBITDA of approximately £140 million. Free cash flow (including Hong Kong) was £85.5 million (vs £(38.4) million in 2023).

•	As at 24 April 2025, being the last Business Day prior to the commencement of the Offer Period, Deliveroo’s market capitalisation was £2.2 billion. Deliveroo’s shares are publicly listed on the London Stock Exchange under the symbol ROO.

•

DoorDash is a local commerce platform that connects consumers to the best of their neighbourhoods, helps local businesses of all kinds grow and innovate, and gives people fast, flexible ways to earn. Founded in 2013 and now in over 30 countries around the world, DoorDash is a global platform dedicated to keeping commerce thriving in the communities where it operates.

•	Since its launch in 2013, DoorDash has expanded organically and inorganically to serve over 42 million monthly active users in over 30 countries, including over 22 million DashPass and Wolt+ members.

•

DoorDash’s shares are publicly listed on NASDAQ under the symbol DASH. As at 2 May 2025, being the last practicable date before the date of this Announcement, its market capitalisation was $93.1 billion. For the fiscal year ended 31 December 2024, DoorDash reported revenue of approximately $10.7 billion.

•

If any dividend or other distribution or return of capital is announced, declared, made, payable or is paid in respect of the Deliveroo Shares on or after the date of this Announcement and with a record date prior to the Effective Date, DoorDash will reduce the consideration payable under the Acquisition in respect of each Deliveroo Share by the amount of all or part of any such dividend or other distribution or return of capital, except where Deliveroo Shares are or will be acquired pursuant to the Acquisition on a basis which entitled DoorDash to receive such dividend or other distribution or return of capital, provided that, to the extent such dividend or other distribution or return of capital is cancelled, the consideration shall not be subject to change. If DoorDash makes such a reduction in consideration in respect of a dividend or other distribution or return of capital, Deliveroo Shareholders will be entitled to receive and retain such dividend or other distribution or return of capital.

•

It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The purpose of the Scheme is to provide for DoorDash to become the owner of the entire issued and to be issued ordinary share capital of Deliveroo. However, DoorDash reserves the right (with the consent of the Takeover Panel, if required), and while the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer.

•	The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include:

•

the approval of the Scheme by a majority in number of Scheme Shareholders representing at least 75 per cent. in value of Scheme Shares present, entitled to vote and voting, either in person or by proxy at the Court Meeting;

•

the approval of the Resolutions by the requisite majority of Deliveroo Shareholders at the General Meeting;

•

the sanction of the Scheme by the Court;

•

the Scheme becoming Effective by no later than the Long Stop Date; and

•

the receipt of regulatory and antitrust approvals as further described in this Announcement.

•

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with associated Forms of Proxy, will be posted to Deliveroo Shareholders within 28 days of this Announcement (or such later time as may be agreed by the Takeover Panel) and the Court Meeting and the General Meeting are each expected to be held as soon as possible thereafter, giving the required notice for such meetings.

•	The Scheme is currently expected to become Effective during Q4 2025, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

DoorDash Elizabeth Jarvis-Shean (Chief Corporate Affairs Officer) Ali Musa (Director, Corporate Communications) Andy Hargreaves (Vice President, Investor Relations)	ali.musa@doordash.com andy.hargreaves@doordash.com
J.P. Morgan (Financial Adviser to DoorDash) Dwayne Lysaght Matthew Gehl Neil Dalal Jonty Edwards Valentina Proverbio	Tel: +44 (0) 203 493 8000

FGS Global (PR Adviser to DoorDash) Faeth Birch Dorothy Burwell Harry Worthington	Tel: +44 (0) 207 251 3801 doordash@fgsglobal.com
Deliveroo Joe Carberry, VP Policy & Communications Rohan Chitale / Tim Warrington, Investor Relations	joe.carberry@deliveroo.co.uk investors@deliveroo.co.uk
Goldman Sachs (Lead Financial Adviser and Corporate Broker to Deliveroo) Anthony Gutman Jane Dunlevie Owain Evans Bertie Whitehead Cara Pazdon	Tel: +44 (0) 207 774 1000
Allen & Company LLC (Financial Adviser to Deliveroo) Nancy Peretsman Omar Isani	Tel: +1 212 832 8000
Barclays (Financial Adviser and Corporate Broker to Deliveroo) Nicola Tennent Rob Mayhew	Tel: +44 (0)20 7623 2323
Brunswick (Communications Adviser to Deliveroo) Susan Gilchrist Rosie Oddy	Tel: +44 (0) 207 404 5959 deliveroo@brunswickgroup.com

1.	Introduction

2.	The Acquisition

•	44 per cent. to the Closing Price of 125 pence per Deliveroo Share on 4 April 2025 (being the last Business Day prior to DoorDash’s offer letter to Deliveroo in respect of the Acquisition);

*

DoorDash confirms that the financial terms of the Acquisition are final and will not be increased, except that DoorDash reserves the right to increase the consideration payable under the Acquisition and/or otherwise improve the terms of the Acquisition if there is an announcement on or after the date of this Announcement of a possible offer or a firm intention to make an offer for Deliveroo by any third party. DoorDash reserves the right (with the consent of the Takeover Panel, if required), and while the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer.

•	29 per cent. to the Closing Price of 140 pence per Deliveroo Share on 24 April 2025 (being the last Business Day prior to the commencement of the Offer Period); and

•	40 per cent. to 129 pence, being the three month Volume Weighted Average Price to 24 April 2025 (being the last Business Day prior to the commencement of the Offer Period).

3.

Dividends

4.	Recommendation

5.	Background to and reasons for the Acquisition

6.	Background to and reasons for the recommendation

•

For consumers, Deliveroo offers a highly compelling consumer value proposition, centred on delivering great selection, an outstanding consumer experience, and compelling value.

•

For merchants, Deliveroo provides opportunities to accelerate their growth through access to its logistics platform, innovations, and approximately 7 million monthly active consumers.

•

For riders, Deliveroo offers highly flexible work, attractive earnings, and security.

•

delivering substantial GTV growth, with GTV in 2024 being approximately 90% higher than in 2020 (including Hong Kong);

•

delivering growth in new verticals, including expansion into grocery (which it has scaled to over a £1 billion GTV per annum business since launch in 2018) and retail to ensure Deliveroo is better able to bring people the food and products they love;

•

delivering daily and continuous improvements to the consumer value proposition through relentless focus on improving the user experience, including the enhanced Plus loyalty programme, improvements to the delivery experience, sharpening price/value, and continuing to increase selection; and

•

delivering strong financial performance, including revenue in 2024 being approximately 80% higher than in 2020 and a first full year of profit in 2024 and positive cash generation (in each case, including Hong Kong).

•

targeting mid-teens GTV growth per annum in constant currency; and

•

adjusted EBITDA margin (as % of GTV) target of 4%+ in the medium-term.

•

at 180 pence per Deliveroo share, the terms of the Acquisition represent an attractive:

o

premium of approximately 44 per cent. to the closing price of 125 pence per Deliveroo Share on 4 April 2025 (being the last Business Day prior to DoorDash’s offer letter to Deliveroo in respect of the Acquisition);

o

premium of approximately 29 per cent. to the Closing Price of 140 pence per Deliveroo Share on 24 April 2025 (being the last Business Day prior to the commencement of the Offer Period);

o

premium of approximately 40 per cent. to 129 pence, being the three month Volume Weighted Average Price to 24 April 2025 (being the last Business Day prior to the commencement of the Offer Period); and

o

EV / EBITDA multiple of approximately 13.4x based on the mid-point of Deliveroo’s Full Year 2025 adjusted EBITDA guidance range which remains £170-190 million.

•

the Acquisition will provide an opportunity for Deliveroo Shareholders to realise value for their current investment upfront in cash;

•

the certainty of receiving 180 pence per Deliveroo Share in cash upfront must be weighed against the returns that the Deliveroo Directors expect will be generated over time from the delivery of Deliveroo’s standalone strategy, taking into account the inherent risks associated with continued successful execution; and

•

potential external factors that could impact Deliveroo, including increased competition. The industry is consolidating around a few large, global players who have strong positions in some of the largest markets in the world. The scale of the largest players allows them to invest more in product, technology and the overall consumer value proposition, utilising the free cash flow generation of their most profitable markets to invest heavily in their other markets. The Deliveroo Directors believe in management’s ability to continue to grow the business profitably and to reach the company’s full potential, but there is a belief that there will be increased needs to invest, given the investment profile of the largest players. This is more difficult to do as a standalone, smaller player and thus raises the risk profile.

7.	Irrevocable undertakings

8.	Information on DoorDash

9.	Information on Deliveroo

10.	Management, people, research and development and locations of Deliveroo

11.

Financing

12.	Offer-related arrangements

(a)	DoorDash has agreed to use all reasonable endeavours to procure the satisfaction of the Regulatory Conditions as soon as reasonably practicable following the date of this Announcement and in any event in sufficient time to enable the Effective Date to occur by the Long Stop Date;

(b)	DoorDash and Deliveroo have agreed to certain customary undertakings to cooperate in relation to such regulatory clearances and authorisations; and

(c)	DoorDash has agreed to provide Deliveroo with certain information for the purposes of the Scheme Document and otherwise assist with the preparation of the Scheme Document.

(a)	if agreed in writing between DoorDash and Deliveroo;

(b)

upon service of written notice by DoorDash to Deliveroo if: (i) a Deliveroo Board Recommendation Change occurs; (ii) if the Court Meeting, the General Meeting or the Sanction Hearing are not held on or before the 22nd day after the expected date of such meeting or hearing as set out in the Scheme Document; or (iii) any Condition which is incapable of waiver has become incapable of satisfaction by the Long Stop Date, in circumstances where the invocation of the relevant Condition is permitted by the Takeover Panel;

(c)	14 days following service of written notice by Deliveroo to DoorDash if a Deliveroo Independent Committee Recommendation Change occurs;

(d)	if the Acquisition is withdrawn, terminates or lapses in accordance with its terms;

(e)

upon service of written notice by either DoorDash or Deliveroo to the other if: (i) a competing offer becomes effective or is declared or becomes unconditional; or (ii) the Scheme is not approved at the Court Meeting, the Resolutions to be proposed at the General Meeting are not passed or the Court refuses to sanction the Scheme; or

(f)	if the Effective Date has not occurred by the Long Stop Date.

13.	Structure of the Acquisition

(a)	approval of the Scheme by a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by such holders at the Court Meeting; and

(b)	approval of the Resolutions by the requisite majority of votes cast at the General Meeting (to be held directly after the Court Meeting).

(a)	the receipt of certain regulatory and antitrust approvals, being the EU Antitrust Condition, the UK Antitrust Condition, the Italian FDI Condition and the EU FSR Condition; and

(b)	the other Conditions being satisfied or (where applicable) waived.

(a)

the Court Meeting is not held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between DoorDash and Deliveroo, or (in a competitive situation) as may be specified by DoorDash with the consent of the Takeover Panel and, if required, that the Court may allow);

(b)

the General Meeting is not held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date as may be agreed between DoorDash and Deliveroo, or (in a competitive situation) as may be specified by DoorDash with the consent of the Takeover Panel and, if required, that the Court may allow);

(c)	the Scheme does not become Effective on or before the Long Stop Date.

14.	Deliveroo Share Plans

15.	De-listing and re-registration

16.	Disclosure of interests in Deliveroo

(a)	had an interest in, or right to subscribe for, relevant securities of Deliveroo;

(b)	had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Deliveroo;

(c)	had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Deliveroo; or

(d)	had borrowed, lent or entered into any financial collateral arrangements in respect of any Deliveroo Shares.

17.	Documents available for inspection

•	this Announcement;

•	the irrevocable undertakings referred to in paragraph 6;

•	the Confidentiality Agreement;

•	the Clean Team Agreement;

•	the Clean Team and Joint Defence Agreement;

•	the Co-operation Agreement;

•	the documents entered into in relation to the financing of the Acquisition referred to in paragraph 10 above; and

•	consent letters from each of J.P. Morgan, Goldman Sachs, Allen & Company LLC and Barclays.

18.

General

DoorDash Elizabeth Jarvis-Shean (Chief Corporate Affairs Officer) Ali Musa (Director, Corporate Communications) Andy Hargreaves (Vice President, Investor Relations)	ali.musa@doordash.com andy.hargreaves@doordash.com
J.P. Morgan (Financial Adviser to DoorDash) Dwayne Lysaght Matthew Gehl Neil Dalal Jonty Edwards Valentina Proverbio	Tel: +44 (0) 203 493 8000
FGS Global (PR Adviser to DoorDash) Faeth Birch Dorothy Burwell Harry Worthington	Tel: +44 (0) 207 251 3801 doordash@fgsglobal.com
Deliveroo Joe Carberry, VP Policy & Communications Rohan Chitale / Tim Warrington, Investor Relations	joe.carberry@deliveroo.co.uk investors@deliveroo.co.uk
Goldman Sachs (Lead Financial Adviser and Corporate Broker to Deliveroo) Anthony Gutman Jane Dunlevie Owain Evans Bertie Whitehead Cara Pazdon	Tel: +44 (0) 207 774 1000
Allen & Company LLC (Financial Adviser to Deliveroo) Nancy Peretsman Omar Isani	Tel: +1 212 832 8000
Barclays (Financial Adviser and Corporate Broker to Deliveroo) Nicola Tennent Rob Mayhew	Tel: +44 (0)20 7623 2323
Brunswick (Communications Adviser to Deliveroo) Susan Gilchrist Rosie Oddy	Tel: +44 (0) 207 404 5959 deliveroo@brunswickgroup.com

1.	The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by not later than 11:59 p.m. on the Long Stop Date.

2.	The Scheme will be subject to the following Conditions:

(i)

its approval by a majority in number of Scheme Shareholders who are on the register of members of Deliveroo at the Voting Record Time and who are present, entitled to vote and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment of any such meeting) and who represent 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and

(ii)

the Court Meeting and any separate class meeting which may be required (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as: (A) DoorDash and Deliveroo may agree; or (B) (in a competitive situation) as may be specified by DoorDash with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow);

(i)

the passing of the Resolutions by the requisite majority of Deliveroo Shareholders at the General Meeting (or any adjournment thereof); and

(ii)

the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as: (A) DoorDash and Deliveroo may agree; or (B) (in a competitive situation) as may be specified by DoorDash with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow); and

(i)

the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to DoorDash); and

(ii)

the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as: (A) DoorDash and Deliveroo may agree; or (B) (in a competitive situation) as may be specified by DoorDash with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow).

3.

In addition, except as stated in Part B below and subject to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Sanction Hearing) or, where relevant, waived prior to the Scheme being sanctioned by the Court:

(a)

Insofar as the Acquisition constitutes, or is deemed to constitute, a concentration with a Community dimension within the scope of Council Regulation (EC) 139/2004 (as amended) (the “EUMR”), one of the following having occurred:

(i)

the European Commission (the “Commission”) indicating that the arrangement notified does not fall within the scope of the EUMR pursuant to Article 6(1)(a) of the EUMR; or

(ii)

the Commission indicating that the concentration is compatible with the internal market pursuant to Articles 6(1)(b), (including in conjunction with Article 6(2)), 8(1) or 8(2) of the EUMR unconditionally or on terms reasonably satisfactory to DoorDash, or having been deemed to have done so pursuant to Article 10(6); or

(iii)

if the Commission makes a referral in whole or in part under Article 4(4) or Article 9 of the EUMR, or is deemed to have made such a referral, to a competent authority of one or more Member States whose laws prohibit the parties from completing the Acquisition before clearance is obtained under national merger control, such clearance being obtained (or being deemed to be obtained) whether unconditionally or on terms reasonably satisfactory to DoorDash from the competent authority or authorities of the relevant Member State or States (and the Commission as applicable, where such referral has been made in part), or any relevant waiting periods having expired (provided that if the Commission makes a referral of the whole of the concentration under Article 4(4) or Article 9 of the EUMR to the competent authority or authorities of one or more Member States whose laws in each case do not prohibit the parties from completing the Acquisition before clearance is obtained under national merger control, this Condition 3(a)(iii) shall be deemed to be satisfied),

(b)

Insofar as the Acquisition constitutes, or is deemed to constitute, a relevant merger situation within the meaning of Part 3 of the Enterprise Act 2002 (the "EA") one of the following having occurred:

(i)

following submission of a CMA Briefing Paper to the Competition and Markets Authority (“CMA”) and with respect to the Acquisition:

(A)

the CMA's position as most recently communicated to the parties being that it has no further questions in respect of the Acquisition; and

(B)

as at the date on which all other Conditions are satisfied or waived, the CMA not having: (I) requested submission of a Merger Notice; or (II) given notice to either party that it is commencing a Phase 1 Investigation; or

(ii)

where the CMA has commenced an investigation following the submission of a CMA Briefing Paper or a Merger Notice, the CMA either:

(A)

having confirmed on terms reasonably satisfactory to DoorDash that the Acquisition or any matter arising therefrom or related thereto will not be subject to a Phase 2 reference under the EA or on any other statutory basis (a “Phase 2 CMA Reference”), or the applicable time period for the CMA to make a Phase 2 CMA Reference having expired without the CMA having made such a Phase 2 CMA Reference; or

(B)

in the event that a Phase 2 CMA Reference is made in relation to the Acquisition, the CMA either:

(I)

concluding in a report published in accordance with Section 38 of the EA that neither the Acquisition nor any matter arising from or relating to the Acquisition nor any part of it has or is expected to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services; or

(II)

allowing the Acquisition and any matter arising from or relating to the Acquisition to proceed on terms reasonably satisfactory to DoorDash,

(c)

Insofar as the Acquisition constitutes, or is deemed to constitute a notifiable acquisition under Italian Law Decree (decreto legge) No. 21 of March 15, 2012, as converted into law and amended by Italian Law No. 56 of May 11, 2012 as subsequently amended and supplemented, and including the relevant implementing decrees, including among others Italian Prime Ministerial Decrees No. 179 of December 18, 2020, and No. 180 of December 23, 2020, adopted from time to time in relation to the abovementioned laws and regulations (the “Italian FDI Law”), one of the following having occurred:

(i)

any declaration from the Italian Presidency of the Council of Ministers (the “Italian FDI Authority”) concluding that the Acquisition falls outside the scope of application of the applicable Italian FDI Law;

(ii)

an express decision from the Italian FDI Authority which authorizes or does not prevent the completion of the Acquisition; or

(iii)

the expiry of the applicable review period (or of any extension thereof), as applicable under Italian FDI Law, without the issuance of any explicit decision with respect to the Acquisition which is deemed to be an official waiver (silenzio assenso) authorizing, pursuant to the Italian FDI Law, the completion of the Acquisition,

(d)

insofar as the Acquisition constitutes or is deemed to constitute a notifiable acquisition under Regulation (EU) 2022/2560 of the European Parliament and of the Council on foreign subsidies distorting the internal market (the “EU FSR”), or the Commission requests such notification under Article 21(5) of the EU FSR, any of the following having occurred:

(i)

the Commission declaring that the Acquisition does not fall within the scope of the EU FSR; or

(ii)

the Commission either declaring that there are insufficient indications to initiate an in-depth investigation and closing a preliminary review pursuant to Article 10(4) of the EU FSR or not initiating an in-depth investigation within the relevant period provided for in Article 24 of the EU FSR; or

(iii)

the Commission not adopting a decision specified in Article 25(3) of the EU FSR within the time period specified in Article 25(4) of the EU FSR, following an in-depth investigation; or

(iv)

following an in-depth investigation, the Commission either issuing a no objection decision pursuant to Article 11(4) (in conjunction with Article 25(3)(b)); or a decision on terms reasonably satisfactory to DoorDash pursuant to Article 11(3) (in conjunction with Article 25(3)(a) of the EU FSR),

(e)

all notifications, filings or applications which are necessary or considered appropriate or desirable by DoorDash having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations deemed reasonably necessary or appropriate by DoorDash in any jurisdiction for or in respect of the Acquisition (including, without limitation, its implementation and financing) and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Deliveroo or any other member of the Wider Deliveroo Group by any member of the Wider DoorDash Group having been obtained in terms and in a form reasonably satisfactory to DoorDash from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Deliveroo Group or the Wider DoorDash Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Deliveroo Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(f)

save as set in respect of Conditions 3(a) to 3(e), no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order (and in each case not having withdrawn the same) which would or might reasonably be expected to (in any case to an extent or in a manner which is materially adverse in the context of the Acquisition or the Wider Deliveroo Group taken as a whole):

(i)

require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider DoorDash Group or by any member of the Wider Deliveroo Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Deliveroo Group or any member of the Wider DoorDash Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any material part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii)

except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that DoorDash elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider DoorDash Group or the Wider Deliveroo Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Deliveroo Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii)

impose any material limitation on, or result in a material delay in, the ability of any member of the Wider DoorDash Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Deliveroo or on the ability of any member of the Wider Deliveroo Group or any member of the Wider DoorDash Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Deliveroo Group;

(iv)

result in any member of the Wider Deliveroo Group or any member of the Wider DoorDash Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v)

make the Acquisition or its implementation void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise interfere with to a material extent the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment to the terms of the Acquisition;

(vi)

impose any material limitation on, or result in material delay in, the ability of any member of the Wider DoorDash Group or any member of the Wider Deliveroo Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider DoorDash Group and/or the Wider Deliveroo Group;

(vii)

require any member of the Wider Deliveroo Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider Deliveroo Group or the Wider DoorDash Group is a party;

(viii)

require any member of the Wider DoorDash Group or any member of the Wider Deliveroo Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider DoorDash Group or any member of the Wider Deliveroo Group, which in each such case or together is material and adverse in the context of the Wider Deliveroo Group, taken as a whole, or in the context of the Acquisition; or

(ix)

otherwise materially adversely affect all or any of the business, value, assets, liabilities, profits, operational performance, financial or trading position or prospects of any member of the Wider Deliveroo Group or any member of the Wider DoorDash Group;

(g)

each Governmental Entity, which regulates or licences any member of the Deliveroo Group or any other body corporate in which any member of the Deliveroo Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Deliveroo Group is required, or any Governmental Entity, whose prior approval of, consent to or non-objection to the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to DoorDash), and in each case the impact of which would be, or might reasonably be expected to be, materially adverse to the Wider Deliveroo Group, taken as a whole;

(h)

all material notifications, filings or applications which are necessary or considered appropriate or desirable by DoorDash having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Acquisition and all Authorisations deemed reasonably necessary by DoorDash in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act in respect of the Acquisition having been obtained in a form reasonably satisfactory to DoorDash from all appropriate Third Parties and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective or otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case in a way that would be materially adverse to the Wider Deliveroo Group, taken as a whole;

(i)

except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Deliveroo Group is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition would or might reasonably be expected to result in (in each case to an extent or in a manner which is materially adverse in the context of the Wider Deliveroo Group taken as a whole):

(i)

any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)

the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)

any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being materially adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv)

any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v)

the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Deliveroo Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or materially adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)

any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)

any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii)

the financial or trading position or prospects of, any such member being materially prejudiced or materially adversely affected; or

(ix)

the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

(j)

except as Disclosed, no member of the Wider Deliveroo Group having since 31 December 2024:

(i)

except for shares issued or transferred out of treasury pursuant to awards under the Deliveroo Share Plans issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Deliveroo Shares out of treasury (except, where relevant, as between Deliveroo and wholly-owned subsidiaries of Deliveroo or between the wholly-owned subsidiaries of Deliveroo);

(ii)

recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution or return of capital (whether payable in cash or otherwise) other than dividends (or other distributions or returns of capital whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Deliveroo to Deliveroo or any of its wholly-owned subsidiaries;

(iii)

other than pursuant to the Acquisition (and except for transactions between Deliveroo and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Deliveroo and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv)

except for transactions between Deliveroo and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Deliveroo and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)

except for transactions between Deliveroo and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Deliveroo issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness;

(vi)

entered into or varied any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business;

(vii)

entered into, materially varied, authorised or proposed entry into or variation of the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Deliveroo Group, save to the extent consistent with past practice;

(viii)

established any share option scheme, incentive scheme or other benefit in respect of the Wider Deliveroo Group;

(ix)

purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Deliveroo and wholly-owned subsidiaries of Deliveroo or between the wholly-owned subsidiaries of Deliveroo);

(x)

waived, compromised or settled any claim other than in the ordinary course of business;

(xi)

terminated or varied the terms of any agreement or arrangement between any member of the Wider Deliveroo Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Deliveroo Group taken as a whole;

(xii)

save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Deliveroo Group;

(xiii)

been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)

(other than in respect of a member of the Wider Deliveroo Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)

(except for transactions between Deliveroo and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Deliveroo) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi)

entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xvii)

otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (h),

(k)

except as Disclosed, since 31 December 2024 there having been:

(i)

no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, shareholders’ equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Deliveroo Group which is material in the context of the Wider Deliveroo Group taken as a whole;

(ii)

no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against, any member of the Wider Deliveroo Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Deliveroo Group taken as a whole;

(iii)

no enquiry, review or investigation by any Third Party against or in respect of any member of the Wider Deliveroo Group (or any person in respect of which any such member has responsibility or liability) having been threatened in writing, announced, implemented or instituted or remaining outstanding against or in respect of any member of the Wider Deliveroo Group, in each case, which might reasonably be expected to have a material adverse effect on the Wider Deliveroo Group taken as a whole;

(iv)

no contingent or other liability having arisen or become apparent to DoorDash or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider Deliveroo Group to an extent which is material in the context of the Wider Deliveroo Group taken as a whole;

(v)

no steps having been taken and no omissions having been made which result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Deliveroo Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Deliveroo Group taken as a whole; and

(vi)

no member of the Wider Deliveroo Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Deliveroo Group taken as a whole; and

(l)

except as Disclosed, DoorDash not having discovered that:

(i)

any financial, business or other information concerning the Wider Deliveroo Group announced publicly and delivered by or on behalf of Deliveroo through a regulatory news service prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Deliveroo Group taken as a whole;

(ii)

any member of the Wider Deliveroo Group, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Deliveroo Group taken as a whole;

(iii)

any past or present member, director, officer or employee of the Wider Deliveroo Group, or any other person for whom any such person is liable or responsible, has, in a manner that would cause any member of the Wider Deliveroo Group to be liable for such actions, not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv)

any past or present member, director, officer or employee of the Wider Deliveroo Group, or any other person for whom any such person is liable or responsible, has, in a manner that would cause any member of the Wider Deliveroo Group to be liable for such actions, engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v)

any asset of any member of the Wider Deliveroo Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vi)

no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Deliveroo Group, including: (A) any member of the Wider Deliveroo Group losing its title to any intellectual property or any intellectual property owned by the Wider Deliveroo Group being revoked, cancelled or declared invalid; (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Deliveroo Group being terminated or varied; or (C) any claim being filed suggesting that any member of the Wider Deliveroo Group infringed the intellectual property rights of a third party or any member of the Wider Deliveroo Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Deliveroo Group taken as a whole; or

(vii)

in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider Deliveroo Group, in a manner or to an extent which would or might reasonably be expected to cause any member of the Wider Deliveroo Group to be liable for such actions and is material in the context of the Wider Deliveroo Group, taken as a whole: (A) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (B) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (C) is likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (A), (B) or (C) which such liability or requirement would be material to the Wider Deliveroo Group taken as a whole.

1.	Subject to the requirements of the Takeover Panel, DoorDash reserves the right in its sole discretion to waive, in whole or in part:

(a)

all or any of the Conditions set out in Part A of this Appendix I except Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be waived; and

(b)

the deadlines in any of Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii). If such deadline specified in the relevant Condition is not met, DoorDash shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition, or extended the relevant deadline.

2.

The Conditions set out in paragraphs 2(a)(i), 2(b)(i) and 3 (inclusive) of Part A of this Appendix I must be fulfilled or waived (to the extent capable of waiver) by no later than the appointed time of the Sanction Hearing. The Acquisition will lapse if it does not become Effective by 23:59 p.m. on the Long Stop Date. DoorDash shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of Conditions 2 or 3 of Part A of this Appendix I by a date earlier than the latest date for the fulfilment or waiver of that Condition specified above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

3.

Subject to paragraph 4 below, under Rule 13.5(a) of the Code, DoorDash may only invoke a Condition so as to cause the Acquisition and/or the Scheme not to proceed, to lapse or to be withdrawn with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to DoorDash in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4.	Conditions 1 and 2 of Part A of this Appendix I (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5.	If the Takeover Panel requires DoorDash to make an offer or offers for any Deliveroo Shares under the provisions of Rule 9 of the Code, DoorDash may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

6.	Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

1.	DoorDash reserves the right to implement the Acquisition through any other entity wholly-owned by DoorDash from time to time.

2.

The Deliveroo Shares shall be acquired by DoorDash fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, payable or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made or paid in each case by reference to a record date falling on or after the Effective Date.

3.

If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend or other distribution or return of capital is authorised, announced, declared, paid or made or becomes payable in respect of Deliveroo Shares and with a record date on or prior to the Effective Date, DoorDash will reduce the consideration payable under the Acquisition in respect of each Deliveroo Share by the amount of all or part of such dividend or other distribution or return of capital except where Deliveroo Shares are or will be acquired pursuant to the Acquisition on a basis which entitles DoorDash to receive such dividend or other distribution or return of capital, provided that, to the extent that such dividend or distribution is cancelled, the consideration shall not be subject to change. If DoorDash makes such a reduction in consideration in respect of a dividend or other distribution or return of capital, Deliveroo Shareholders will be entitled to receive and retain that dividend or other distribution or return of capital. Any such reduction referred to in this paragraph 3 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

4.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Deliveroo Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

5.

Unless otherwise determined by DoorDash or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

6.

The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and will be subject to the applicable requirements of, and such further terms as may be required to comply with, the applicable requirements of the FCA, the London Stock Exchange, the Court and the provisions of the Code.

7.

This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

8.	The consideration payable for the Acquisition will be paid or delivered subject to any deduction or withholding on account of tax that is required by applicable law in any relevant jurisdiction.

1.	As at the close of business on the Last Practicable Date, Deliveroo had in issue 1,510,437,068 ordinary shares of £0.005 each, each carrying one vote. Deliveroo holds 13,634,415 shares in treasury. The total number of voting rights in Deliveroo is therefore 1,496,802,653.

2.	The fully diluted ordinary share capital of Deliveroo as at the Last Practicable Date is based on:

(a)

1,496,802,653 Deliveroo Shares in issue as at the close of business on the Last Practicable Date, excluding shares held in treasury; and

(b)

an additional 136,542,941 Deliveroo Shares that may be issued on or after the date of this Announcement to satisfy the exercise of awards and options under the Deliveroo Share Plans, including awards and options disclosed in the 2024 Deliveroo Remuneration Report which are subject to approval by Deliveroo Shareholders at the Deliveroo annual general meeting scheduled for 20 May 2025, less

(c)

40,486,462 Deliveroo Shares held by the Deliveroo employee benefit trust which are held in order to satisfy the employee entitlements to shares under the Deliveroo Share Plans.

3.

The value attributed to the entire issued and to be issued ordinary share capital of Deliveroo is calculated based on the cash consideration payable by DoorDash to Scheme Shareholders under the terms of the Acquisition of 180 pence for each Scheme Share, multiplied by the fully diluted share capital of Deliveroo set out in paragraph 2 above.

4.	The enterprise value of Deliveroo implied by the terms of the Acquisition is based on:

(a)

the value of Deliveroo’s entire issued and to be issued ordinary share capital set out in paragraph 3 above; less

(b)

cash, cash equivalents and other treasury deposits of £579 million, which represents the 31 December 2024 position of £668 million, less £89 million spent on the share buyback programme over the period from 1 January 2025 to its suspension announced on 28 April 2025; plus

(c)

capitalized lease liabilities of £50 million as at 31 December 2024; plus

(d)

legal provisions of £70 million as at 31 December 2024.

5.	The implied enterprise value multiple for Deliveroo of approximately 13.4x is calculated by reference to:

(a)

Deliveroo’s enterprise value set out in paragraph 4 above; divided by

(b)

the mid-point of Deliveroo's Full Year 2025 adjusted EBITDA guidance of £170 million to £190 million.

6.	All percentages of Deliveroo’s issued share capital are stated as at close of business on the Last Practicable Date and are based on the 1,496,802,653 Deliveroo Shares in issue as at the close of business on the Last Practicable Date, excluding shares held in treasury.

7.

Unless otherwise stated, financial information relating to Deliveroo has been extracted from the Annual Report and Accounts of Deliveroo for the financial year ended 31 December 2024. As announced on 10 March 2025, Deliveroo has now exited its Hong Kong operations and therefore, except where stated, all information excludes Hong Kong.

8.	The Enlarged Group Gross Order Value for 2024 is calculated using DoorDash’s reported Gross Order Value plus Deliveroo’s reported Gross Transaction Value.

9.	Unless otherwise stated, all prices for Deliveroo Shares are the relevant Closing Price for the Deliveroo Shares as at the relevant date.

10.	The Volume Weighted Average Prices are derived from Bloomberg data and have been rounded to the nearest two decimal places.

11.	The exchange rate of US$1.3278:£1 for the conversion of US dollars into pounds sterling has been derived from Bloomberg and is based on the exchange rate as at 5.00 p.m. (London time) on the Last Practicable Date.

Name		Number of Deliveroo Shares in respect of which the undertaking is given				Percentage of Deliveroo’s existing issued share capital1
Will Shu			95,762,495				6.398	%
Claudia Arney			618,800				0.041	%
Rick Medlock			235,800				0.016	%
Dame Karen Jones DBE			51,282				0.003	%
Dominique Reiniche			51,282				0.003	%
Peter Jackson			8,000				0.001	%
Total			96,727,659				6.462	%

(a)	if DoorDash announces, with the consent of the Takeover Panel, that it does not intend to proceed with the Acquisition and does not intend to pursue any new acquisition of Deliveroo;

(b)

if the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of the Takeover Panel or lapses in accordance with its terms, unless: (i) such withdrawal or lapse is as a result of DoorDash exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme or vice-versa; or (ii) a new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced by DoorDash within five Business Days of such lapse or withdrawal, on terms at least as favourable as the terms of the Scheme; or

(c)

if a competing offer for Deliveroo is made, then on the later of: (i) the date on which such competing offer for the issued and to be issued ordinary share capital of Deliveroo is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme); and (ii) the Offer Period coming to an end.

Name		Number of Deliveroo Shares				Per cent. of Deliveroo Shares in issue
DST Global V, L.P.			51,435,405				3.436	%
DST Global V Co-Investment Fund, L.P.			13,893,311				0.928	%
DST Investments XIV, L.P.			13,893,092				0.928	%
DST Global V Co - Invest, L.P.			2,348,068				0.157	%
Greenoaks Capital Opportunities Fund, L.P.			52,645,465				3.517	%
Total			134,215,341				8.967	%

(a)

if DoorDash announces, with the consent of the Takeover Panel, that it does not intend to proceed with the Acquisition and does not intend to pursue any new acquisition of Deliveroo and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced in accordance with Rule 2.7 of the Code within 10 Business Days of such announcement;

(b)	if the Scheme (or Takeover Offer, as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced by DoorDash within 10 Business Days of such lapse or withdrawal;

(c)

if a competing offer for Deliveroo is made, then on the later of: (i) the date on which such competing offer for the issued and to be issued ordinary share capital of Deliveroo is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme); and (ii) the Offer Period coming to an end; or

(d)

if a third party announces a firm intention to make a competing offer which provides for consideration of not less than: (a) in the case of DST Global, five per cent. greater than; and (b) in the case of Greenoaks, greater than, that offered under the Acquisition and DoorDash does not increase the consideration offered under the Acquisition to an amount equal to or greater than such consideration within 10 Business Days of the announcement of such competing proposal.

●

GTV growth anticipated to be high-single digits percentage growth (in constant currency).

●

Adjusted EBITDA expected to be in the range of £170-190 million, as Deliveroo makes targeted investments to capture future growth opportunities.

(a)	no material change to the existing strategy or operation of the Deliveroo Group's business, including the business or operating model;

(b)	no material adverse change to the Deliveroo Group's ability to meet customer, supplier and partner needs and expectations based on current practice;

(c)	no material unplanned asset disposals, merger and acquisition or divestment activity conducted by or affecting the Deliveroo Group;

(d)	no material change to the present management of the Deliveroo Group; and

(e)	no material change in capital allocation policies of the Deliveroo Group.

(a)	no material effect from changes to existing prevailing macroeconomic, fiscal / inflationary conditions in the markets or regions in which the Deliveroo Group operates;

(b)	no material adverse change to the Deliveroo Group's market environment, including in relation to consumer demand or competitive environment;

(c)	no material adverse events that have a significant impact on the Deliveroo Group's major partners or suppliers;

(d)	no material disruption or changes to rider supply in the markets in which the Deliveroo Group operates;

(e)	no material changes of the value of pound sterling above the average foreign exchange rates that have applied during the three-month period ended 31 March 2025;

(f)	no material adverse events that would have a significant impact on the Deliveroo Group including information technology/cyber infrastructure disruption or significantly adverse weather events;

(g)	no material new litigation or regulatory investigations, and no material unexpected developments in any existing litigation or regulatory investigation, each in relation to any of the Deliveroo Group's operations, products or services; and

(h)	no material change in legislation, taxation or regulatory requirements impacting the Deliveroo Group's operations, expenditure or its accounting policies.

Acquisition	the recommended final* cash acquisition by DoorDash of the entire issued and to be issued ordinary share capital of Deliveroo to be effected by means of the Scheme (or by way of a Takeover Offer under certain circumstances described in this Announcement) on the terms and subject to the conditions set out in the Scheme Document and, in either case, where the context requires, any subsequent variation, revision, extension or renewal thereof;
Amended Deliveroo Articles	the articles of association of Deliveroo, as amended to incorporate provisions requiring, amongst other things, any Deliveroo Shares issued after the Scheme Record Time (other than to DoorDash and/or its nominees) to be automatically transferred to DoorDash on the same terms as the Acquisition (other than to timings and formalities), such proposed amendments to be set out in full in the notice of the General Meeting;
Announcement	this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Authorisations	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions and approvals;
Barclays	Barclays Bank plc, acting through its Investment Bank;
Bridge Facility Agreement	means the bridge facility agreement entered into between DoorDash and J.P. Morgan Chase Bank, N.A. dated 6 May 2025;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;
Clean Team Agreement	means the clean team agreement dated 9 April 2025 between Deliveroo and DoorDash;
Clean Team and Joint Defence Agreement	means the clean team and joint defence agreement dated 17 April 2025 between Deliveroo, DoorDash, White & Case LLP and Latham & Watkins LLP;
Closing Price	the closing middle market quotation for a Deliveroo Share as derived from Bloomberg on that day;
Code	the City Code on Takeovers and Mergers;
Companies Act	the UK Companies Act 2006, as amended;
Conditions	the conditions to the Acquisition, which are set out in Part A of Appendix I to this Announcement and to be set out in the Scheme Document;

Confidentiality Agreement	the confidentiality agreement dated 9 April 2025 between DoorDash and Deliveroo;
Co-operation Agreement	the co-operation agreement dated on or around the date of this Announcement between DoorDash and Deliveroo;
Court	the High Court of Justice of England and Wales;
Court Meeting	the meeting or meetings of Scheme Shareholders (or the relevant class or classes thereof) to be convened by an order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purposes of considering, and if thought fit, approving the Scheme (with or without amendment) and any adjournment, postponement or reconvention thereof;
Court Order	the order of the Court sanctioning the Scheme under section 899 of the Companies Act;
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities in respect of which Euroclear UK & International Limited is the Operator (as defined in the Regulations);
Dealing Disclosure	an announcement pursuant to Rule 8 of the Code containing details of dealings in relevant securities;
Deliveroo	Deliveroo plc;
Deliveroo Board	the board of directors of Deliveroo from time to time;
Deliveroo Board Recommendation Change	means: (i) the Scheme Document does not include the Deliveroo Independent Committee Recommendation or the Statement of Support; (ii) it is publicly announced that the Deliveroo Independent Committee Recommendation will not be included in the Scheme Document, is or will be withdrawn or is adversely modified; (iii) Deliveroo makes an announcement that it will not convene the Court Meeting or the General Meeting or that it intends not to post the Scheme Document (otherwise than as a result of the Acquisition being implemented by way of a Takeover Offer) or will not implement the Scheme once approved by the Scheme Shareholders; (iv) a competing transaction is announced and such competing transaction is recommended by the Deliveroo Independent Committee; (v) any failure by Deliveroo to include the Statement of Support in the Scheme Document; (vi) a public statement is made by Will Shu or Tom Stafford which directly contradicts the Statement of Support, or that they no longer intend to make the Statement of Support or that they intend to adversely modify or qualify such support; or (vii) a competing transaction is announced and such competing transaction is publicly supported by Will Shu or Tom Stafford;
Deliveroo Directors	the directors of Deliveroo from time to time;
Deliveroo Group	Deliveroo and its subsidiaries and subsidiary undertakings;

Deliveroo Independent Committee	the committee of the board of directors of Deliveroo comprising all of the Deliveroo Directors, save for Will Shu and Tom Stafford, and constituted for the purposes of considering the Acquisition;
Deliveroo Independent Committee Recommendation	means a unanimous and unconditional recommendation from the Deliveroo Independent Committee to Deliveroo Shareholders in respect of the Acquisition: (i) to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting; or (ii) in the event of a swich to a Takeover Offer, to accept the Takeover Offer;
Deliveroo Independent Committee Recommendation Change	means limbs (i) to (iv) (inclusive) of the definition of Deliveroo Board Recommendation Change;
Deliveroo Profit Forecast	has the meaning given in Appendix IV of this Announcement;
Deliveroo Share Plans	(a) the unapproved options granted by Deliveroo to certain individuals on or before 31 March 2021; (b) the Deliveroo Incentive Plan, as amended from time to time; and (c) the Restricted Stock Units granted by Deliveroo to certain individuals on or before 31 March 2021;
Deliveroo Shareholders	the holders of Deliveroo Shares;
Deliveroo Shares	the ordinary shares of £0.005 each in the capital of Deliveroo;
Disclosed	the information which has been disclosed: (a) by or on behalf of Deliveroo to DoorDash or any other member of the Wider DoorDash Group (or their respective officers, employees agents or advisers) on or before the date of this Announcement; (b) in the annual report and accounts of the Deliveroo Group for the financial year ended 31 December 2024; (c) in filings made with the Registrar of Companies and appearing on Deliveroo’s file at Companies House within the two years ending on the date of this Announcement; (d) in any public announcement to a regulatory news service made by Deliveroo prior to the date of this Announcement; or (e) in this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk;
DoorDash	DoorDash, Inc.;
DoorDash Group	DoorDash and its subsidiaries and subsidiary undertakings;
DST Global	DST Global V, L.P., DST Global V Co - Invest, L.P., DST Global V Co-Investment Fund, L.P. and DST Investments XIV, L.P.;
Effective	in the context of the Acquisition: (a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;

Effective Date	the date upon which the Acquisition becomes Effective;
Enlarged Group	the enlarged group following the Acquisition, comprising the DoorDash Group and the Deliveroo Group;
EU Antitrust Condition	has the meaning given in paragraph 3(a) of Part A to Appendix I;
EU FSR Condition	has the meaning given in paragraph 3(d) of Part A to Appendix I;
Excluded Shares	Deliveroo Shares which, at the relevant time are: (a) registered in the name of or beneficially owned by DoorDash or any member of the Wider DoorDash Group (or their respective nominee(s)); or (b) held in treasury by Deliveroo;
FCA	the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy	the forms of proxy in connection with the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;
FSMA	the Financial Services and Markets Act 2000, as amended from time to time;
General Meeting	the general meeting of Deliveroo Shareholders to be convened for the purpose of considering, and, if thought fit, approving the Resolutions, notice of which shall be contained in the Scheme Document and any adjournment, postponement or reconvention thereof;
Goldman Sachs	Goldman Sachs International;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any minister or instrumentality, subdivision, court or tribunal, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
Greenoaks	Greenoaks Capital Opportunities Fund, L.P.;
ISIN	International Securities Identification Number;
Italian FDI Condition	has the meaning given in paragraph 3(c) of Part A to Appendix I;
J.P. Morgan	J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Cazenove;
J.P. Morgan Cazenove	J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority);

Last Practicable Date	2 May 2025, being the Business Day immediately prior to the date of this Announcement;
London Stock Exchange	London Stock Exchange Group plc;
Long Stop Date	6 May 2026 or such later date (if any) as: (a) DoorDash and Deliveroo may agree; or (b) (in a competitive situation) as may be specified by DoorDash with the consent of the Takeover Panel and, in each case (if required), the Court may allow;
Offer Document	the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document (including any form of acceptance) to be sent to (among others) the Deliveroo Shareholders setting out, among other things, the full terms and conditions of the Takeover Offer, including, as the context requires, any revised or supplementary offer document;
Offer Period	the offer period (as defined by the Code) relating to Deliveroo which commenced on 25 April 2025;
Official List	the official list maintained by the FCA pursuant to Part VI of FSMA;
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Registrar of Companies	the Registrar of Companies in England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
relevant securities	has the same meaning as in the Code;
Resolutions	the special resolutions to be proposed at the General Meeting in connection with the adoption of the Amended Deliveroo Articles and such other matters as may be necessary to implement the Acquisition;
Restricted Jurisdiction	any jurisdiction (other than the United Kingdom) where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;
Sanction Hearing	the hearing of the Court at which the Court Order is sought and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Acquisition between Deliveroo and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which the Court may approve or impose and Deliveroo and DoorDash may agree;
Scheme Document	the document to be sent to (amongst others) Deliveroo Shareholders and persons with information rights containing, amongst other things, the Scheme, the terms and conditions of the Scheme, the notices convening the Court Meeting and the General Meeting;

Scheme Record Time	the time and date to be specified in the Scheme Document;
Scheme Shareholders	holders of Scheme Shares from time to time;
Scheme Shares	the Deliveroo Shares:
	(a)        in issue at the date of the Scheme Document;
	(b)       (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and
	(c)      (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time either on the terms that the original or any subsequent holder thereof is bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme,
	in each case other than any Excluded Shares;
Statement of Support	means an unconditional expression of support from each of Will Shu and Tom Stafford in respect of the Acquisition and Deliveroo Independent Committee Recommendation in substantially the form set out in the Announcement (or with such changes as may be approved by DoorDash);
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer	should the Acquisition be implemented by way of a takeover offer (as defined in section 974 of the Companies Act 2006), the offer to be made by or on behalf of DoorDash to acquire the entire issued and to be issued ordinary share capital of Deliveroo and, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
UK Antitrust Condition	has the meaning given in paragraph 3(b) of Part A to Appendix I;
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;

United States or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
Volume Weighted Average Price	the volume weighted average of the per share trading prices of Deliveroo Shares on the London Stock Exchange as reported through Bloomberg;
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlements to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting;
Wider Deliveroo Group	Deliveroo, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Deliveroo and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent; and
Wider DoorDash Group	DoorDash and its subsidiary undertakings, associated undertakings and any other body corporate partnership, joint venture or person in which DoorDash and/or such undertakings (aggregating their interests) have direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any member of the Wider Deliveroo Group).

(a)	all times referred to are to London time unless otherwise stated;

(b)	all references to £ or pence are to the lawful currency of the United Kingdom;

(c)	all references to $ are to the lawful currency of the United States;

(d)	references to the singular include the plural and vice versa, unless the context otherwise requires;

(e)

“subsidiary”, “subsidiary undertaking” and “undertaking” have the meanings given by the Companies Act and “associated undertaking” has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose;

(f)	a reference to “includes” shall mean “includes without limitation”, and references to “including” and other similar terms shall be construed accordingly; and

(g)

all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

Table of Contents
1.	Interpretation	1
2.	Publication of the Announcement and the Terms of the Transaction	8
3.	Undertakings in relation to Clearances and Regulatory Conditions	8
4.	Scheme Document	11
5.	Implementation of the Transaction	12
6.	Switching to an Offer	13
7.	Target Share Plans and employee retention-related matters	14
8.	Directors’ and Officers’ Insurance	14
9.	Termination	15
10.	Code	16
11.	Warranties and undertaking	16
12.	Notices	17
13.	Remedies and Waivers	18
14.	Variations	19
15.	Severance and Validity	19
16.	Entire Agreement	19
17.	No Rights Under Contracts (Rights of Third Parties) Act 1999	19
18.	Assignment	20
19.	Fees and Expenses	20
20.	No Partnership	20
21.	Further Assurance	20
22.	Counterparts	20
23.	Governing Law and Jurisdiction	20
24.	Agent for Service of Process	20

Schedule 1

Target Share Plans and Employee Proposals

22

(1)	DoorDash, Inc. a Delaware corporation with a place of business at 303 2nd Street, South Tower, 8th Floor, San Francisco, California, 94107 (the “Bidder”); and

(2)	Deliveroo plc, a company incorporated in England and Wales (registered no. 13227665), whose registered office is at The River Building, Level 1, Cannon Bridge House, 1 Cousin Lane, London, United Kingdom, EC4R 3TE (the “Target”).

(A)

The Bidder and the Target intend to announce, following execution of this Agreement, a firm intention by the Bidder to make a recommended offer for the entire issued and to be issued share capital of the Target pursuant to Rule 2.7 of the Code on the terms and subject to the conditions set out in the Announcement (as defined below) (the “Transaction”).

(B)

The Parties intend that the Transaction will be implemented by way of a Scheme (as defined below), but the Bidder reserves the right, as set out in (and subject to the terms and conditions of) the Announcement and this Agreement, to elect to implement the Transaction by way of an Offer (as defined below).

(C)	The Parties have agreed to take certain steps to effect the implementation and conduct of the Transaction and wish to enter into this Agreement to record their respective rights, commitments and obligations relating to such matters.

1.	Interpretation

1.1	In this Agreement:

(a)

for so long as the Transaction is being implemented by means of the Scheme, the conditions to the implementation of the Transaction (including the Scheme) as set out in Part A of Appendix 1 of the Announcement and to be set out in the Scheme Document; and

(b)

for so long as the Transaction is being implemented by means of an Offer, the conditions referred to in (a) above, as amended by replacing the Scheme Conditions with the Acceptance Condition, and to be set out in the Offer Document,

(a)

if the Transaction is implemented by means of the Scheme, the Scheme becomes effective in accordance with its terms; or

(b)

if the Transaction is implemented by means of the Offer, the Offer becomes or is declared unconditional in all respects;

(a)

such shareholder resolutions of the Target as are necessary to approve, implement and effect the Scheme and the Transaction; and

(b)

a shareholder resolution of the Target to amend the articles of association of the Target by the adoption of a new article under which any Target Shares issued or transferred after the General Meeting shall either be subject to the Scheme or (after the Effective Date) shall be immediately transferred to the Bidder (or as it may direct) in exchange for the same consideration as would be due under the Scheme;

(b)

if the Target Independent Committee publicly announces that it no longer intends to make the Target Independent Committee Recommendation or that it intends to withdraw or adversely modify or qualify such recommendation;

(c)

any announcement by the Target prior to the publication of the Scheme Document by the Target that:

(i)

the Target Independent Committee no longer intends to make the Target Independent Committee Recommendation or intends to adversely modify or adversely qualify such recommendation;

(ii)

it shall not convene the Court Meeting or the General Meeting (except where a Switch has occurred); or

(iii)

it intends not to publish the Scheme Document or, if different, the circular convening the General Meeting (except where a Switch has occurred);

(d)

prior to the publication of the Scheme Document by the Target, any withdrawal, adverse qualification or adverse modification of the Target Independent Committee Recommendation without the Bidder’s prior written consent, it being understood that the issue of any holding statement(s) by the Target Independent Committee following a change of circumstances shall not constitute such a withdrawal, material adverse qualification or adverse modification (so long as any such holding statement contains an express statement that such recommendation is not withdrawn, materially adversely qualified or materially adversely modified);

(e)

if, after the Scheme has been approved by the Target Shareholders and/or the Resolutions have been approved by Target Shareholders at the General Meeting, the Target Independent Committee announces that it shall not implement the Scheme (other than: (i) in connection with an announcement of an Offer or revised offer by the Bidder or one of its concert parties for the Target in connection with a Switch; or (ii) because the Bidder has invoked any of the Conditions (with the consent of the Panel)); or

(f)

a third party announces a firm intention under Rule 2.7 of the Code to make an offer or revised offer (whether or not it is subject to the satisfaction or waiver of any pre‑conditions) for the Target which is recommended by the Target Independent Committee;

(g)

any failure by the Target to include the Statement of Support in the Scheme Document and, if different, the circular convening the General Meeting, or where a Switch has occurred, Will Shu and Tom Stafford not consenting to the Statement of Support being included in the Offer Document;

(h)

if either Will Shu and Tom Stafford publicly announces that they no longer intend to make the Statement of Support or that they intend to withdraw or adversely modify or qualify such support;

(i)

any announcement prior to the publication of the Scheme Document by the Target that Will Shu or Tom Stafford no longer intends to make the Statement of Support or intends to adversely modify or adversely qualify such support;

(j)

prior to the publication of the Scheme Document by the Target, any withdrawal, adverse qualification or adverse modification of the Statement of Support without the Bidder’s prior written consent, it being understood that the issue of any holding statement(s) by Will Shu or Tom Stafford following a change of circumstances shall not constitute such a withdrawal, material adverse qualification or adverse modification (so long as any such holding statement contains an express statement that such support is not withdrawn, materially adversely qualified or materially adversely modified);

(k)

the making of any public statement by either Will Shu or Tom Stafford which directly contradicts the Statement of Support; or

(l)

a third party announces a firm intention under Rule 2.7 of the Code to make an offer or revised offer (whether or not it is subject to the satisfaction or waiver of any pre‑conditions) for the Target which is publicly supported by Will Shu or Tom Stafford;

1.2	In this Agreement, except where the context otherwise requires:

(a)

references to “this Agreement” or to “any other agreement or document referred to in this Agreement” is a reference to this agreement or such other document or agreement as amended, varied, supplemented, replaced or novated (in each case, other than in breach of the provisions of this Agreement or such other agreement or document) from time to time;

(b)

the expressions “acting in concert” and “concert parties” shall be construed in accordance with the Code;

(c)

any reference in this Agreement to a document being in “agreed form” means that the document in question has been agreed between or on behalf of the Bidder and the Target;

(d)

the expressions “body corporate”, “subsidiary” and “subsidiary undertaking” shall have the meaning given in the Companies Act;

(e)

any reference in this Agreement to “Clauses” and “Schedules” are, unless otherwise stated, to clauses and schedules of this Agreement and references to “paragraphs” are to paragraphs of the relevant Schedule.  The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.  Any reference to this Agreement includes the Schedules;

(f)

the expression “offer” shall have the meaning given in the Code; and the expression “takeover offer” shall have the meaning given in section 974 of the Companies Act;

(g)

references to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established;

(h)

references to “include” or “including” are to be construed as being by way of illustration or emphasis and shall not limit or prejudice to the generality of any foregoing words;

(i)

references to “other” and “otherwise” shall not be limited by any foregoing words where a wider construction is possible;

(j)

references to a “person” include any individual, corporation, partnership, limited liability company, unincorporated body, firm, partnership, association, joint venture, trust, organisation, government, committee, department, authority or other body, or any agency or political subdivision thereof or any other entity, whether or not having separate legal personality;

(k)

a reference to “writing” or “written” means any method of reproducing words in a legible form, and, for the avoidance of doubt, include email except where otherwise expressly stated;

(l)

headings and the table of contents are for convenience only and shall not affect the interpretation of this Agreement;

(m)

unless the context otherwise requires, words in the singular include the plural (and vice versa) and references to any gender includes references to all other genders;

(n)

references in this Agreement to any statute or statutory provision or to any secondary legislation made thereunder shall be construed as a reference to such primary or secondary legislation as the same may have been, or may from time to time be, amended, varied, supplemented, replaced or re‑enacted, provided that, as between the Parties, no such amendment, variation, supplement, replacement or re‑enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

(o)

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates the English legal term in that jurisdiction;

(p)

(i) the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and

(q)

any reference to a “day” (including within the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;

(r)

references to times are to London time;

(s)

if a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day; and

(t)

references to “£” and “pounds sterling” are to the lawful currency of England.

2.	Publication of the Announcement and the Terms of the Transaction

2.1

The obligations of the parties under this Agreement, other than this Clause 2.1, Clauses 10 to 20 (inclusive) and 22 to 24 (inclusive) and all related provisions of Clause 1, shall be conditional on the release of the Announcement through a Regulatory Information Service at or before 23:59 pm on the date of this Agreement or such later time and date as the Parties may agree (and, where required by the Code, the Panel may approve). This Clause 2.1, Clauses 10 to 20 (inclusive) and 22 to 24 (inclusive) and all related provisions of Clause 1 shall take effect on and from execution of this Agreement.

2.2

The terms of the Transaction shall be as set out in the Announcement, together with  such other terms as the Parties may agree in writing (save in the case of an improvement to the terms of the Transaction in favour of the Target Shareholders, which will be at the absolute discretion of the Bidder) and, where required by the Code, approved by the Panel.

2.3

The terms of the Transaction at the date of posting of the Scheme Document shall be as set out in the Scheme Document.  In the event that the Transaction is implemented by way of an Offer in accordance with the provisions of Clause 6, the terms of the Transaction shall be set out in the announcement of the Switch and in the Offer Document.

3.	Undertakings in relation to Clearances and Regulatory Conditions

3.1

Subject to Clause 3.2, the Bidder undertakes to the Target, to the extent permitted by Applicable Law and without prejudice to Bidder’s ability to invoke any of the Regulatory Conditions (with the consent of the Panel, if required) or their obligations under the Code, to co-operate with the Target and its professional advisers and promptly to prepare and file all necessary documentation to secure the Clearances as soon as is reasonably practicable and use all reasonable endeavours to procure the satisfaction of the Regulatory Conditions (excluding any Regulatory Conditions that have been waived by the Bidder in writing) as soon as is reasonably practicable and, in any event, in sufficient time to enable the Effective Date to occur by the Long Stop Date. Nothing in this Clause 3 shall require the Bidder to propose, discuss, negotiate, offer, accept, agree or commit to any Remedies which may be required by any Relevant Authority in connection with its assessment of the Transaction contemplated in this Agreement to the extent any such Remedies are material in the context of the combined business of the Bidder and the Target.

3.2	Except where otherwise required by Applicable Law or a Relevant Authority, the Bidder shall in consultation with the Target:

(a)

subject to Clause 3.1, determine and control the strategy for obtaining the relevant Clearances, satisfying the Regulatory Conditions and for engagement with any Relevant Authority including, if it becomes reasonably apparent to the Bidder (which shall promptly inform the Target of this fact together with any other relevant details) or to the Target (which shall promptly inform the Bidder of this fact together with any other relevant details) that Remedies will or are likely to be required to secure the relevant Clearances and to satisfy the Regulatory Conditions:

(i)

the timing and sequencing of any discussion, offer or agreement of Remedies with the Relevant Authorities; and

(ii)

the determination of Remedies agreed with Relevant Authorities;

(b)

contact and correspond with the Relevant Authorities in relation to such Clearances (including submitting and preparing all filings, notices and applications to the Relevant Authorities (in draft form where appropriate) set out in Appendix 1 to the Announcement as soon as practicable following the date of the Announcement; and

(c)

be responsible for the payment of all filing fees to the Relevant Authorities required in connection with the Clearances. Each Party shall be responsible for the legal fees concerning their respective legal advisors.

3.3

If the Target is contacted by a Relevant Authority in relation to the Clearances, it shall not respond to such Relevant Authority without having discussed and agreed the substance of the response with Bidder (unless not permitted by Applicable Law in the relevant circumstances and in any event subject to Clause 3.4(b) below) provided that Bidder’s agreement shall not be unreasonably withheld or delayed.

3.4	Except where otherwise required by Applicable Law, the Target shall:

(a)

provide the Bidder, in a timely manner and in any event before any applicable deadline or due date, with such information and assistance as may be reasonably required for:

(i)

the Bidder to determine in which jurisdictions any merger control, regulatory or other filing, notification or submission with a Relevant Authority may be necessary, expedient or appropriate for the purposes of obtaining the Clearances;

(ii)

the Bidder (and, where required, each Party) to make any filings, notifications or submissions to the Relevant Authorities as may be necessary or appropriate in connection with the obtaining of the Clearances (or for inclusion in any responses to any requests for further information consequent upon such filings, notifications or submissions); and

(iii)

all such other assistance as may reasonably be required for the purposes of obtaining the Clearances; and

(b)

ensure that all information necessary (and that is in the possession of, or reasonably obtainable by it):

(i)

for any such filings, notifications, applications or submissions (including draft versions) and responding to any information requests (whether written or oral) from any Relevant Authorities; and

(ii)

for the identification, structuring and preparation of any Remedies,

3.5	Without prejudice to the generality of Clauses 3.1 to 3.4, and except to the extent that to do so is prohibited by Applicable Law or a Relevant Authority:

(a)

each Party shall provide such co-operation as is reasonably required by the other in connection with the preparation of filings, notifications, applications or submissions (as required) referred to in Clause 3.5(b) and in relation to the preparation of any other submissions, material correspondence or material communications to any Relevant Authority in connection with the Clearances;

(b)

the Bidder shall provide, or procure the provision of, draft copies of all filings, submissions, material correspondence and material communications (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications) intended to be sent or communicated to any Relevant Authority or otherwise in relation to obtaining any Clearances to the Target and its legal advisers at such time as will allow the Target a reasonable opportunity to provide comments on such filings, submissions, material correspondence and material communications before they are submitted, sent or made (taking due consideration of any reasonable and timely comments or suggested amendments which the Target may have in relation to any such submissions or material communications) and the Bidder shall provide the Target with copies of all such filings, submissions, material correspondence and material communications in the form finally submitted or sent (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications), subject to arrangements to protect the confidentiality of confidential and/or commercially sensitive information from the Bidder as detailed in Clause 3.9;

(c)

the Bidder shall have regard in good faith to reasonable comments made in a timely manner by the Target on draft copies of filings, submissions, applications, material correspondence and material communications provided pursuant to Clause 3.5(b);

(d)

each Party shall notify the other Party, and provide copies (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications), in a timely manner of any material correspondence or material communications from any Relevant Authority in relation to obtaining any Clearance; and

(e)

the Bidder shall keep the Target reasonably informed as to the progress of any notification submitted pursuant to Clause 3.4(a) and 3.4(b) and shall reasonably consider requests by the Target or its legal advisers to attend material meetings or material calls with any Relevant Authority or other persons or bodies (unless prohibited by the Relevant Authority, Applicable Law or other person or body) relating to obtaining any Clearance.

3.6	Each Party undertakes to keep the other Party informed promptly of:

(a)

any fact, circumstance or developments it becomes aware of  or which are material or potentially material to the obtaining of a Clearance; and

(b)

the satisfaction of the Regulatory Conditions,

3.7	The Bidder undertakes to Target not to withdraw a filing, submission or notification made to any Relevant Authority pursuant to Clause 3.4(a) or 3.4(b) without the prior written consent of the Target (such consent not to be unreasonably withheld, conditioned or delayed).

3.8	Subject to its obligations pursuant to Clause 3.1, nothing in this Clause 3 shall require the Bidder to be obliged to agree to or take any action or comply with any condition which would be adverse to the Bidder’s business activities, financial condition, assets or results.

3.9	If a provision of this Agreement obliges the Bidder or the Target to disclose any information to the other in connection with securing the Clearances:

(a)

that is personally identifiable information of a director, partner, officer or employee of the disclosing party or any member of the Target Group or Bidder Group (as applicable), unless that information can reasonably be anonymised (in which case the disclosing party shall provide the relevant information on an anonymous basis);

(b)

which is competitively sensitive according to Applicable Law (as ultimately determined by the Bidder’s external legal advisers in relation to the Bidder’s information and the Target’s external legal advisers in relation to the Target’s information, subject in each case to consultation with the other Party’s external legal advisers);

(c)

which the disclosing party is prohibited from disclosing by Applicable Law (including, for the avoidance of doubt, any applicable antitrust laws) or the terms of an existing contract, as ultimately determined by the Bidder’s external legal advisers in relation to the Bidder’s information and the Target’s external legal advisers in relation to the Target’s information, subject in each case to consultation with the other Party’s external legal advisers; or

(d)

where such disclosure would result in the loss of privilege that subsists in relation to such information (including legal professional privilege),

4.	Scheme Document

4.1	If the Transaction is implemented by means of the Scheme, the Bidder agrees to:

(a)

as soon as reasonably practicable upon request, provide the Target (and/or its legal advisers) all such information about itself, its directors and the Bidder Group and shall request and, to the extent it receives shall provide, such information any other person acting in concert with the Bidder, as may reasonably be requested and which is required by the Target and/or its legal advisers (including any information required by the Code or under other Applicable Law) for inclusion in the Scheme Document or in any other documentation required to be produced by the Target in connection with the Scheme;

(b)

as soon as reasonably practicable upon request, provide the Target with all such other assistance and access (including to personnel) as may be reasonably required in connection with the preparation of the Scheme Document and any other document required under the Code or other Applicable Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, the Bidder’s relevant professional advisers; and

(c)

to procure that each relevant Bidder Responsible Person accepts responsibility, as applicable and in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document and any other document required by the Code or other Applicable Law to be published in connection with the Scheme, relating to themselves (and their close relatives (as defined in the Code)) related trusts and companies and persons connected with them), the Bidder Group, persons acting in concert with the Bidder, the financing of the Transaction, information on the Bidder’s future plans for the Target Group, its business and its management, employees and pensions scheme, any statements of opinion, belief or expectation of the Bidder or the Bidder Directors in relation to the Transaction following the Effective Date and any other information in the Scheme Document for which an offeror and/or any directors of an offeror are required to accept responsibility under the Code or other Applicable Law.

4.2

The Bidder shall correct any information provided by it for use in the Scheme Document or any other document to be prepared in connection with the Scheme to the extent that such information has become false or misleading as promptly as reasonably practicable after it becomes aware that such information has become false or misleading, and shall notify the Target as promptly as reasonably practicable after it becomes aware that such information has become false or misleading.

5.	Implementation of the Transaction

5.1	The Parties intend that the Scheme Document shall be published and dispatched as soon as reasonably practicable and in any event within 28 days of the Announcement (or such later date as the parties may jointly agree, each acting reasonably, and with the consent of the Panel).

5.2	Where the Transaction is being implemented by way of the Scheme, the Bidder undertakes:

(a)

to deliver a notice in writing to the Target by no later than 8.00 p.m.  on the Business Day immediately preceding the Sanction Hearing confirming either:

(i)

the satisfaction and/or waiver of all Conditions (other than the Scheme Approval Conditions); or

(ii)

its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Bidder reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction and why the Bidder considers such an event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition; and

(b)

to instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to the Bidder and to the extent that all Conditions other than the Scheme Approval Conditions have been satisfied and/or waived prior to or on the date of the Sanction Hearing.  The Bidder shall provide such documentation or information as may reasonably be required by the Target’s counsel or the Court in relation to such undertaking.

5.3	The Bidder agrees (subject to any restriction under Applicable Law) that if it intends to seek the permission of the Panel to invoke a Condition, it will, so far in advance as is reasonably practicable and prior to approaching the Panel, notify the Target of its intention.

6.	Switching to an Offer

6.1

The Parties intend as at the date of this Agreement that the Transaction will be implemented by way of the Scheme. However, the Bidder shall be entitled, with the consent of the Panel, to elect at any time to implement the Transaction by way of the Offer, rather than the Scheme (a “Switch”) but only if:

(a)

the Target provides its prior written consent in respect of the Switch (an “Agreed Switch”);

(b)

a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) under Rule 2.7 of the Code for the entire issued, and to be issued, share capital of the Target, which would result in any person other than the Bidder and/or persons acting in concert with the Bidder acquiring control (as defined in the Code) of the Target;

(c)

a Target Board Adverse Recommendation Change occurs; or

(d)

the Target adjourns one or more of the General Meeting, Court Meeting or the Sanction Hearing, in each case without the prior written consent of the Bidder and other than if such adjournment is caused by logistical or practical reasons beyond the Target’s reasonable control.

6.2	In the event of an Agreed Switch, unless otherwise agreed between the Parties or required by the Panel and provided none of the circumstances referred to in Clauses 6.1(b) to 6.1(d) have arisen:

(a)

the Acceptance Condition shall be set at 75 per cent. of the Target Shares to which the Offer relates (or such other percentage as may be required by the Panel or as may be agreed between the Parties in writing) after (to the extent necessary) consultation with the Panel, being in any case more than 50 per cent. of the Target Shares;

(b)

the Bidder shall:

(i)

consult with Target in a timely manner the form and content and timing of publication of joint announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch;

(ii)

prepare, as soon as reasonably practicable the Offer Document and related form of acceptance; and

(iii)

allow the Target reasonable opportunity to provide comments on the content and timing of publication of, the Offer Document and the related form of acceptance, and shall consider in good faith comments proposed by the Target and received by the Bidder within a reasonable period prior to publication;

(c)

the Bidder agrees to seek the Target’s approval of the contents of the information on the Target or otherwise for which the Target Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Target a reasonable opportunity to consider such document in order to give its approval of such information (such approval not to be unreasonably withheld, conditioned or delayed);

(d)

the Bidder shall not take any action (including publishing an ACIN or specifying in the Offer Document an unconditional date which is earlier than Day 60 (as defined in the Code)) which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of any Acceptance Condition, prior to midnight on Day 60 (or such later date as it set in accordance with Rule 31.3 of the Code) and the Bidder shall ensure that the Offer remains open for acceptance until such time;

(e)

the Bidder shall not, without the prior written consent of Target, make any acceleration statement (as defined in the Code);

(f)

if at any time during the period between the publication of the Offer Document and 5.00 p.m. on the second day prior to Day 39 (as defined in the Code), it becomes reasonably expected that any outstanding Clearance is not likely to be obtained (or waived, if applicable) prior to Day 60 (as defined in the Code, the Bidder shall promptly consult with the Target as to whether a suspension to the offer timetable should be sought pursuant to Rule 31.4(a) of the Code and, if agreed between the Parties, seek, jointly with the Target, the consent of the Panel to suspend the offer timetable in accordance with the terms of the Code;

(g)

the Bidder agrees that, subject to the terms of this Agreement, the Offer shall be made in accordance with the terms and conditions set out in the Announcement (with any modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of a switch from the Scheme to the Offer);

(h)

the Bidder shall keep Target informed, on a regular and confidential basis and in any event within two (2) Business Days following a written request from the Target, of the number of Target Shareholders that have: (i) validly accepted the Offer; (ii) validly withdrawn their acceptance of the Offer; and/or and (iii) incorrectly submitted their acceptance or withdrawal of the Offer, and in each case the identity of such shareholders and the number of Target Shares to which such forms relate; and

(i)

the Bidder shall ensure that, other than the Acceptance Condition, the only conditions to the Offer shall be the Conditions (it being agreed that the Scheme Conditions will also be excluded), unless the Parties agree otherwise in writing or with any modification or amendments to such terms and conditions as may be required by the Panel.

6.3	The Parties agree that in the case of any Switch, save as expressly set out in this Clause 6:

(a)

all the provisions of this Agreement shall continue to apply; and

(b)

all the provisions of this Agreement relating to the Scheme and Scheme Document and its implementation shall apply to the Offer, Offer Document and its implementation mutatis mutandis with the minimum amendment as is reasonably required to account for the different implementation method, save as set out in this Clause 6.

6.4

The Bidder warrants that it is not, at the date of the Agreement, and undertakes (for so long as this Agreement is in force) that it shall not become, without the prior written consent of the Target and following the date of this Agreement, required to make a mandatory offer for the Target pursuant to Rule 9 of the Code.

7.	Target Share Plans and employee retention-related matters

7.1	The provisions of Schedule 1 shall apply in respect of the Target Share Plans and certain Target Employee retention-related matters.

8.	Directors’ and Officers’ Insurance

8.1

To the extent permitted by Applicable Law, for six years following the Effective Date, the Bidder shall procure that the members of the Target Group honour and fulfil their respective obligations (if any) existing as at the date of this Agreement to indemnify their respective current and former directors and officers and to advance expenses, and provide all reasonable assistance to such current or former directors and officers to the extent they need to make a claim against any directors’ and officers’ insurance policy (including any associated run off cover), in each case with respect to matters existing or occurring at or prior to the Effective Date.

8.2

The Bidder acknowledges that the Target may purchase, at any time prior to or following the Effective Date, directors’ and officers’ liability insurance cover for both current and former directors and officers of the Target and any member of the Target Group, including directors or officers who retire or whose employment is terminated as a result of the Transaction, for acts or omissions up to and including the Effective Date, in the form of run-off cover for a period of six years following the Effective Date. Such insurance cover shall be with reputable insurer(s) and provide cover, in terms of quantum and scope, substantially equivalent to and in any event no less favourable than that provided under the Target Group’s directors’ and officers’ liability insurance as at the date of this Agreement.

9.	Termination

9.1	Subject to Clauses 9.2 and 9.3, this Agreement shall terminate with immediate effect (save for termination of this Agreement by the Target pursuant to Clause 9.1(c)(i)) and all rights and obligations of the Parties under this Agreement shall cease:

(a)

if agreed in writing between the Parties;

(b)

if the Announcement is not released at or before the time specified in Clause 2.1 (unless prior to that time the Parties have agreed another time and date in accordance with Clause 2.1, in which case, such other time and date shall apply for the purposes of this Clause 9.1(b));

(c)

upon service of written notice by the Target to the Bidder, if one or more of the following occurs:

(i)

a Target Independent Committee Adverse Recommendation Change occurs (and in the event that the Target serves written notice to the Bidder in respect of the termination of this Agreement following the occurrence of a Target Independent Committee Adverse Recommendation Change, this Agreement shall terminate on the day that is 14 days following the date on which the Target Independent Committee Adverse Recommendation Change occurs); or

(ii)

if the Transaction is being implemented by way of Scheme, if the Scheme is not approved by the requisite Target Shareholders at the Court Meeting and/or the Resolutions are not passed at the General Meeting or the Court makes a final determination not to sanction the Scheme;

(d)

upon service of written notice by the Bidder to the Target, if one or more of the following occurs:

(i)

a Target Board Adverse Recommendation Change occurs; or

(ii)

if the Transaction is being implemented by way of Scheme, if the Scheme is not approved by the requisite Target Shareholders at the Court Meeting and/or the Resolutions are not passed at the General Meeting or the Court makes a final determination not to sanction the Scheme;

(iii)

if the Transaction is being implemented by way of Scheme and other than where an Agreed Switch has occurred the Court Meeting, the General Meeting or the Sanction Hearing is/are not held on or before the 22nd day after the expected date of such meeting or hearing as set out in the Scheme Document (or such later date, if any: (A) as may be agreed in writing between the Parties; or (B) as may be specified by the Bidder with the consent of the Panel, and in each case that (if so required) the Court may allow)); or

(iv)

any Condition which is incapable of waiver has become incapable of satisfaction by the Long Stop Date, in circumstances where the invocation of the relevant Condition is permitted by the Panel;

(e)

if the Transaction (whether implemented by way of the Scheme or Offer, as case may be) lapses, terminates or is withdrawn on or prior to the Long Stop Date and, where required, with the consent of the Panel (other than where such withdrawal, lapse or termination is: (A) as a result of an Agreed Switch; or (B)  otherwise to be followed within five Business Days (or such other period as the Parties may agree) by an announcement under Rule 2.7 of the Code made by the Bidder or a person acting in concert with the Bidder (or deemed to be acting in concert with the Bidder) to implement the Transaction by a different offer or scheme on substantially the same or improved terms);

(f)

unless otherwise agreed by the Parties in writing or required by the Panel, if the Effective Date has not occurred by the Long Stop Date; or

(g)

upon service of written notice by the Bidder to Target or Target to the Bidder, if a Competing Proposal completes, becomes effective or is declared or becomes unconditional in all respects.

9.2	Termination of this Agreement shall be without prejudice to the rights of any of the Parties which have arisen prior to termination, including any claim in respect of a breach of this agreement.

9.3	This Clause 9 and Clauses 10 to 21 (inclusive) and 23 to 24 (inclusive) and all related provisions of Clause 1 shall take effect on and from execution of this Agreement shall survive termination of this Agreement.

10.

Code

10.1

Nothing in this Agreement shall in any way limit the Parties' obligations (or the obligations of the Parties’ respective boards of directors or other members of the Target Group or the Bidder Group) under the Code or any other Applicable Law and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.

10.2

The Parties agree that, if the Panel determines that any provision of this Agreement that requires the Target or the Target Directors to take or not to take action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.

10.3	Nothing in this Agreement shall oblige the Target or the Target Directors to recommend an Offer or a Scheme proposed by the Bidder, any member of the Bidder Group or any other person acting in concert with the Bidder.

11.	Warranties and undertaking

11.1	Each Party warrants to the other Party, on the date of this Agreement, that:

(a)

it has the requisite power and authority to enter into and perform its obligations under this Agreement;

(b)

the obligations expressed to be assumed by it hereunder are valid and binding and enforceable against it in accordance with their terms; and

(c)

the execution and delivery of, and performance of its obligations under, this Agreement will not:

(i)

result in any breach of any provision of its constitutional documents;

(ii)

result in a breach of, or constitute a default under, any instrument which is material in the context of the Transaction to which it is a party or by which it is bound; or

(iii)

result in a breach of any order, judgment, or decree of any court or governmental agency to which it is a party or by which it is bound.

11.2	The Bidder warrants to the Target on the date of this Agreement that no resolutions or approvals of its shareholders are required to enter into and implement the Transaction.

11.3	Neither Party shall have any claim against the other Party pursuant to Clauses 11.1 or 11.2 for misrepresentation or breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement).

11.4

The Bidder acknowledges and agrees that any information and/or assistance provided by any of the Target’s directors, officers, employees or advisers (each a “Target Representative”) to the Bidder and/or any member of the Bidder Group or any of their respective directors, officers, employees or advisers (each a “Recipient”), whether before, on or after the date of this Agreement: (i) pursuant to the obligations of the Target under or otherwise in connection with this Agreement or the Transaction Documents; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant Target Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Recipients may suffer as a result of the provision of any such information and/or assistance, save in each case for loss or damage to the extent resulting from such Target Representative’s fraud or fraudulent misrepresentation.

12.

Notices

12.1	Any communication in any form to be given or made by a Party in connection with this Agreement must be in writing and must be given by one of the following methods:

(a)

by hand (including by courier or process server) to the address of the addressee;

(b)

by pre-paid registered post to the address of the addressee; or

(c)

by email to the email address of the addressee,

12.2	The relevant address and specified contact details for each of the Parties at the date of this Agreement are as follows:

Target:
Address:	The River Building, Level 1, Cannon Bridge House, 1 Cousin Lane, London EC4R 3TE
For the attention of:	[***]
Email:	[***]

with a copy to (which shall not constitute notice) to:
Address:	White & Case LLP
	5 Old Broad Street
	London, EC2N 1DW
	United Kingdom
For the attention of:	[***]
Email:	[***]

Bidder:
Name:	DoorDash, Inc.
Address:	303 2nd Street, South Tower, 8th Floor, San Francisco, CA 94107
Attention:	[***]
Email:	[***]
	[***]

with a copy to (which shall not constitute notice) to:
Address:	Latham and Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF, United Kingdom
For the attention of:	[***]
Email:	[***]

12.3	Any such notice shall be deemed to be received and therefore to have been given:

(a)

in the case of a notice given by hand (including by courier or process server), at the time when the notice is left at the relevant address;

(b)

in the case of a notice given by registered mail, one Business Day after posting; or

(c)

if sent by email, at the time of transmission.

12.4	All amendments to a Party’s notice details for the purposes of this Clause 12 shall be made by notice to the other Party given in accordance with this Clause 12.

13.	Remedies and Waivers

14.	Variations

15.	Severance and Validity

15.1	If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Applicable Law of any jurisdiction, that shall not affect or impair:

(a)

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b)

the legality, validity or enforceability under the Applicable Law of any other jurisdiction of that or any other provision of this Agreement,

16.	Entire Agreement

16.1	The provisions of this Agreement shall be supplemental to and shall not prejudice the terms of the Transaction Documents, which shall remain in full force and effect notwithstanding the execution of this Agreement.

16.2

This Agreement, together with the Transaction Documents, constitutes the whole agreement between the Parties and supersede any prior written or oral arrangement, understanding or agreement between them relating to the Transaction. All terms implied by law are excluded to the fullest extent permitted by law.

16.3

Each Party acknowledges and confirms that it has not entered into this Agreement or any of the Transaction Documents on the basis of any representation, warranty, undertaking or other statement whatsoever (for the purposes of this Clause 16, a “Statement”), other than as expressly set out in this Agreement or the relevant Transaction Document.

16.4	Each Party agrees that the only rights and remedies available to it arising out of or in connection with a Statement shall be for breach of contract as expressly provided in this Agreement or the relevant Transaction Document.

16.5	Nothing in this Clause 16 shall operate to limit or exclude any liability for fraud.

17.	No Rights Under Contracts (Rights of Third Parties) Act 1999

17.1

Each of the third parties to whom Clauses 8 or 11.4 applies may under the Contracts (Rights of Third Parties) Act 1999 enforce the terms of Clauses 8 or 11.4 (as applicable). This right is subject to: (i) the rights of the parties to rescind or vary this Agreement without the consent of any other person and; (ii) the other terms and conditions of this Agreement.

17.2	Except as set out in Clause 17.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.	Assignment

19.	Fees and Expenses

20.	No Partnership

21.	Further Assurance

22.	Counterparts

23.	Governing Law and Jurisdiction

23.1	This Agreement, including any non-contractual obligations arising out of or in connection with this Agreement, is governed by and shall be construed in accordance with English law.

23.2

The Parties agree that the courts of England shall have exclusive jurisdiction to hear and determine any Proceedings arising out of or in connection with this Agreement and, for such purposes, irrevocably submit to the jurisdiction of such courts.  Nothing in this paragraph shall (or shall be construed so as to) limit the right of the Parties to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings by the Parties in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.

24.	Agent for Service of Process

24.1	The Bidder appoints Vistra Trust Company Limited of 7th Floor, 50 Broadway, London SW1H 0DB as its agent for service of process in England.

24.2

If the person appointed as agent for service of process in Clause 24.1 ceases to act as such, the Bidder shall immediately appoint another person to accept service of process on its behalf in England and notify the Target of such appointment.  If it fails to do so within ten (10) Business Days, the Target shall be entitled by notice to the Bidder to appoint a replacement agent for service of process.

Executed by Tia Sherringham   Acting for and on behalf of DoorDash, Inc.

) ) )

/s/ Tia Sherringham …………………………………………… Signature

1.	Definitions and Interpretation

1.1	In this Schedule 1, the terms and expressions listed in this paragraph 1 shall have the meanings set out in this paragraph 1.

2.	Outstanding Awards

2.1

The following table sets out the number of Target Shares subject to options and awards that are either: (i) outstanding under the Target Share Plans as at the date of this Agreement; or (ii) expected to be granted in May and June 2025 including, without limitation, the Relevant Awards (together the “Awards”):

2.2	There are no outstanding dividend or dividend equivalent awards outstanding under any of the Target Share Plans.

3.

General

3.1

Target and the Bidder acknowledge and agree that the Scheme Record Time shall take place after the Sanction Hearing, to allow those participants in Target Share Plans who acquire Target Shares on or before the Sanction Hearing and to have those Target Shares acquired by Bidder and dealt with through the Scheme;

3.2	Subject to confidentiality and regulatory requirements, Target and Bidder will (and will procure that their respective advisers will):

(a)

co-operate and Target shall provide such details in relation to the Target Share Plans and Awards as are reasonably required by the Bidder in order to facilitate the implementation of the arrangements set out in this Schedule 1; and

(b)

use reasonable endeavours to ensure that, so far as is reasonably possible, the proposals to be put to the Participants are formulated with a view to maintaining any reliefs available in respect of Employment Taxes and/or corporation taxes.

3.3	Target will, or will procure that its advisors will:

(a)

prepare, in a form to be agreed between Target and Bidder, Rule 15 Letters to each of the Participants in the Target Share Plans to inform them of the impact of the Scheme on their Awards and any actions they may need to take in connection with their Awards as a result of the Scheme and to  enable Bidder to satisfy its obligations under Rule 15 of the Takeover Code; and

(b)

send, or arrange for the sending of, such Rule 15 Letters to the Participants as soon as reasonably practicable after the Scheme Document has been posted (or at such later time as Target and Bidder agree).

3.4

At the Target General Meeting, Target will propose an amendment to the articles of association of Target by the adoption and inclusion of a new article pursuant to which, subject to the Scheme becoming effective, any Target Shares issued following the Scheme Record Time will be automatically sold and transferred to the Bidder for consideration that is equivalent to the consideration offered for the Target Shares acquired under the Scheme (save that if there is any reorganisation of, or material alteration to, the Target’s share capital after the Scheme Record Time, the value of any such consideration may be adjusted in an appropriate manner to reflect such reorganisation or alteration).

3.5

Any bonus, vesting or exercise of Awards or other payments described in this Schedule 1 will be subject to the usual deductions for applicable taxes and National Insurance contributions (or equivalent taxes, levies and social security charges in other jurisdictions), where such taxes or contributions are required to be withheld.

3.6

Bidder acknowledges that Target and/or its advisers may make any submission to the Panel which it deems necessary to implement the arrangements referred to in this Schedule 1, having consulted with Bidder before making such submission, and Bidder agrees to co-operate as soon as possible and in good faith in the making of any such submission.

4.	Operation of the Target Share Plans by Target prior to the Effective Date

4.1

Bidder acknowledges and agrees that at any time prior to the Effective Date, the Target Board (and, where appropriate, the Target Remuneration Committee) may determine the treatment for Awards held by leavers as they consider reasonable and appropriate in accordance with the rules of the Target Share Plans and Target’s normal practice, modified as the Target Remuneration Committee considers reasonable and appropriate to take account of the Transaction or any change in regulation and subject to Rule 21.1 of the Takeover Code and shall take all actions as they consider necessary to implement the proposals in relation to the Target Share Plans as outlined in this Schedule 1.

4.2

Bidder acknowledges that after the date of this Agreement, subject to any applicable dealing restrictions or other regulatory requirements, the Target Remuneration Committee intends to grant Awards under the DIP in accordance with its established practice, the rules of the DIP and the remuneration policy of Target. Other than as described in paragraph 5 the Target Remuneration Committee only intends to grant further Awards under any Target Share Plans in accordance with its established practice including as to timing and level of awards.

5.	Share Plan Proposals

5.1

The Bidder acknowledges that it is the intention of the Target that PSP Awards are granted over Target Shares to the Target executive directors at 400% of each individual's salary and an RSP Award is granted over Target Shares to the Target CFO at 300% of her salary (together the “Relevant Awards”) as soon as practicable after shareholder approval of the Target Remuneration Policy at the Target annual general meeting to be held in May 2025.

(a)

It is intended that the value of and number of Target Shares over which the Relevant Awards will be granted will be referenced to the Target share price of £1.287 used for the purposes of granting the PSP Awards to other participants in March 2025 (the “March Grant Price”) in recognition that the Relevant Awards were proposed as part of the Target’s annual award cycle for the current financial year.

(b)

If it is not possible to grant the Relevant Awards on the basis of the March Grant Price, the Bidder agrees that arrangements will be put in place to provide value to the Target executive directors to take account of the difference between the March Grant Price and the Target share price used to determine the number of Target Shares over which the Relevant Awards are granted.

(c)

The Relevant Awards, if granted, will be subject to paragraphs 5.2 to 5.5 (inclusive) of this Part 1 of Schedule 1.

5.2	The Bidder acknowledges that the Target Remuneration Committee shall exercise its discretion pursuant to the DIP such that a portion of Awards that are outstanding but have not vested on the Court Sanction Date shall vest as follows:

(a)

DSP Awards, all such unvested Awards shall vest in full;

(b)

PSP Awards, the unvested portion that will vest shall be determined by:

(i)

first, applying the applicable performance conditions on such basis as the Target Remuneration Committee considers appropriate; and

(ii)

second, calculating the number of Target Shares in respect of which the relevant PSP Award will vest on the date of the Court Sanction Date (using the formula x / y, where x is the number of months that have elapsed since the start of the relevant performance period of the PSP Award, and y is the number of total number of months in the performance period of the PSP Award),

(c)

the RSP Award for the CFO that forms part of the Relevant Awards shall vest in accordance with the formula in paragraph 5.2(b)(ii).

(d)

RSP Awards, all unvested awards shall lapse on the Court Sanction Date and shall be replaced by an award of equivalent value over Bidder shares of common stock in accordance with paragraph 5.4.

5.3

Bidder acknowledges that based on information available to the Target Remuneration Committee as at the date of this Agreement, it is the current intention of the Target Remuneration Committee that performance conditions applicable to the PSP Awards will be satisfied as to 95% for the PSP Awards granted in 2023, 68.1% for the PSP Awards granted in 2024 and 100% for the PSP Awards granted in 2025.

5.4

The Bidder acknowledges that if and to the extent that any Award is held by a Participant who remains in employment and is not under notice of termination at 11:59 p.m. on the Court Sanction Date was either an RSP Award which has not vested prior to the date of the Court Sanction Date and lapsed in accordance with paragraphs 5.2(c) and (d) or an outstanding PSP Award which has not vested prior to the date of the Court Sanction Date and does not vest in accordance with the exercise of the Target Remuneration Committee’s discretion described in paragraph 5.2(b) above, the relevant unvested portion of such Award (each an “Unvested DIP Award”) shall be replaced by an award of equivalent value over Bidder shares of common stock  (a “Replacement DoorDash Award”). Each Replacement DoorDash Award shall be granted pursuant to the Bidder’s 2020 Equity Incentive Plan (the “EIP”) and:

(a)

shall not be subject to any performance conditions;

(b)

shall vest over the period which the remaining portion of the Award it replaces would have vested, but on a quarterly basis in line with the normal quarterly vesting dates applicable under the EIP, subject to the participant’s continued employment and the leaver provisions specified in the EIP;

(c)

shall be granted on or as soon as practicable after the Effective Date (and in any event no later than 30 days after the Effective Date) over such number of Bidder shares of common stock calculated using an appropriate exchange ratio which reflects the Offer Price and the Bidder average closing share price of the month prior to the grant date of the Replacement DoorDash Award rounded down to the nearest whole share of Bidder common stock.

5.5	The Target and the Bidder note that in the Rule 15 Letters to be sent to Participants in the DIP, it will be proposed that:

(a)

in relation to those Participants that hold Awards comprising share options:

(i)

such share options held by Participants that have either vested and are outstanding or are outstanding but vest in accordance with paragraph 5.2 above on the Court Sanction Date may be exercised with effect from the date of the Court Sanction Date;

(ii)

should the Participants agree to the proposal in paragraph 5.5(a)(i) then a Cashless Exercise Facility will be made available to them in respect of their outstanding and vested share options;

(iii)

if the Participants holding share options do not accept the proposal outlined in paragraphs 5.5(a)(i)and 5.5(a)(ii) above, outstanding and vested share options will lapse if they are not exercised by the date that is six months after the Court Sanction Date; and

5.6	Target hereby confirms that:

(a)

as at the date of this Agreement, all Unapproved Options have vested and the number of Target Shares subject to outstanding Unapproved Options is as set out in paragraph 2 and no further Unapproved Options will be granted;

(b)

the Target Remuneration Committee has, in respect of Unapproved Options granted that are outstanding and vested on the date of the Court Sanction Date, determined that such Unapproved Options may be exercised from the relevant date of vesting up to and including the Court Sanction Date (or such earlier date as applicable to the relevant Unapproved Option pursuant to its terms) in accordance with the terms of each Unapproved Option.  To the extent an Unapproved Option is not exercised on or before the Court Sanction Date, such Unapproved Option shall lapse immediately thereafter.

5.7	Target and Bidder hereby agree that, in the Rule 15 Letters to be sent to Participants that hold Unapproved Options, the following proposals will be made:

(a)

the Unapproved Options held by Participants that are outstanding and vested on the date of the Court Sanction Date may be exercised prior to and with effect from the date of the Court Sanction Date;

(b)

should the Participants agree to the proposal in paragraph 5.7(a) then a Cashless Exercise Facility will be made available to them in respect of their outstanding and vested Unapproved Options; and

(c)

if the Participants holding Unapproved Options do not accept the proposal outlined in paragraphs 5.7(a) and 5.7(b) above, outstanding and vested Unapproved Options will lapse if they are not exercised by the Court Sanction Date.

5.8	Target hereby confirms that:

(a)

as at the date of this Agreement, the number of Target Shares subject to outstanding RSUs is as set out in paragraph 2;

(b)

no further RSUs will be granted; and

(c)

the RSUs will automatically vest in full immediately prior to the Court Sanction Date in accordance with the terms of each agreement relating to the RSUs.

6.	Employee Benefit Trust

6.1	As at 30 April 2025, the Employee Benefit Trust (“EBT”) held 40,486,462 Target Shares.

6.2	The Bidder acknowledges that the EBT trustee may, in the ordinary course, and at the direction of the Target, continue to subscribe for Target Shares for the purpose of satisfying Awards under the Target Share Plans.

6.3

The Bidder and Target acknowledge that the expectation is that the Target will recommend that the trustee of the EBT use the Target Shares held in the EBT to satisfy the vesting and / or exercise of outstanding Awards in priority to the issue of new Target Shares or to the transfer out of treasury of Target Shares held by the Target.

1.	Definitions and Interpretation

1.1	In this Part 2 of Schedule 2, the terms and expressions listed in this paragraph 1 shall have the meanings set out in this paragraph 1.

(a)

any termination taking effect after the Effective Date by reason of the Continuing Employee’s redundancy, as defined by applicable law;

(b)

a termination taking effect after the Effective Date by reason of the Continuing Employee’s resignation where: (i) the Continuing Employee’s role has been substantially diminished as a result of the Target ceasing to be a listed company; or (ii) without the Continuing Employee's express written consent there is a material reduction in the Continuing Employee's compensation, benefits and allowance (including pensions and benefits) package and incentive opportunities  (acknowledging that such opportunities need not be in the same form of cash or equity) taken together as a whole.

2.	Employee Proposals

2.1

The Bidder acknowledges and agrees that prior to the Effective Date, the Target may carry out annual (or other periodic) pay reviews, one-off bonus awards, including awards made on hiring, pay negotiations and appraisals, recruitment and promotion rounds in the ordinary course of business and consistent with past practice provided that the Bidder shall be consulted in respect of any proposed material changes to the compensation or any recruitment, promotion or compensation decisions impacting an employee in grade L7 or higher.

2.2

The Bidder will, for the Target Employees who remain in employment within the Bidder Group (the “Continuing Employees”) for the twelve-month period immediately following the Effective Date, observe the existing material terms and conditions of employment of the Continuing Employees (whether based in the United Kingdom or elsewhere) of the Target Group, in accordance with Applicable Laws. For the avoidance of doubt the parties agree that an amendment to an individual's job title or reporting line will not be considered a change to a material term and condition of employment for these purposes.

2.3	The Bidder agrees, in respect of each Continuing Employee, that for the 12-month period immediately following the Effective Date it shall, or shall cause the relevant employing entity in the Bidder Group to:

(a)

maintain at least the same contractual base salary or wage rate as was provided to each such Continuing Employee immediately before the Effective Date; and

(b)

provide a compensation and benefits (including pension benefits) package, and incentive opportunities (but such opportunities need not be in the same form of cash or equity as it currently provided by the Target) which, taken together as a whole, are no less favourable in the aggregate than those provided to such Continuing Employee immediately before the Effective Date.

2.4

The Bidder agrees that, if any Continuing Employee is the subject of a Qualifying Termination or gives or receives notice as a result of a Qualifying Termination, in each case at any time from and including the Effective Date until the end of the calendar day falling 12 months after the Effective Date (provided that notice is served on or after the Effective Date) such Continuing Employee will, at a minimum, in addition to their contractual and statutory entitlements:

(a)

receive the greater of:

(i)

an enhanced redundancy package (inclusive of statutory redundancy) consisting of:

(A)

a cash payment equal to one week of their respective base salary for each six months that the Continuing Employee has been employed by the Target Group; and

(B)

a cash payment equal to three weeks of their respective base salary; and

(ii)

the statutory redundancy package applying in the country that the Continuing Employee is resident;

(b)

receive any bonus entitlement (to the extent that the relevant employee was eligible to receive a bonus had there been no termination or notice of termination) calculated on a pro-rata basis to the date of cessation of active employment, excluding any period where the Continuing Employee is on “garden leave” or similar in any jurisdiction;

(c)

not be entitled to any acceleration of vesting of their Replacement DoorDash Awards;

(d)

where outplacement support would have been available to such Continuing Employee in accordance with the Target’s practice prior to the Effective Date, receive reasonable and appropriate outplacement support commensurate to their seniority, on similar terms to the Target’s practice immediately before the Effective Date; and

(e)

if applicable, receive a reasonable and appropriate contribution towards legal fees (as determined by the Bidder, acting reasonably) if they enter into a settlement agreement in connection with the termination of their employment and local law or custom requires the employee to obtain independent legal advice on the terms of that settlement agreement.

2.5	The Bidder acknowledges that:

(a)

the Target operates annual bonus arrangements that are conditional on financial and/or individual performance;

(b)

bonus determinations in respect of any financial year ending before the Effective Date will be undertaken by the Target; and

(c)

in respect of the financial year in which the Effective Date occurs:

(i)

bonus determinations for the period up to the Effective Date will be undertaken by the Target Remuneration Committee on or before the Effective Date on a pro rata basis; and

(ii)

bonus determinations for the remainder of that financial year shall be undertaken by the Bidder, taking into consideration the Target’s bonus performance criteria,

2.6	The parties acknowledge and agree that for any subsequent financial years after the year in which the Effective Date occurs, the Bidder will offer Target Employees appropriate incentive opportunities in accordance with the incentive arrangements operated by the Bidder from time to time.

2.7

The Bidder consents for the purposes of Rule 21.1 of the Code to the Target, for the purpose of protecting the business to be acquired pursuant to the Acquisition, making cash retention awards, up to a maximum aggregate of £9,000,000, to Target Employees whose retention is considered of importance to the continuing operation of the business.

1.	WARRANTIES

(a)

I am the registered holder and/or beneficial owner of (or I am otherwise able to control the exercise of all rights in respect of) the number of ordinary shares of 0.5 pence each in the capital of the Target shown under the heading “Target Shares” in Schedule 1 (“Target Shares” which expression shall be deemed to include any shares in the capital of the Target: (i) attributable to or derived from the Target Shares or into which the Target Shares may be converted, subdivided or consolidated as a result of any reorganisation of the share capital of the Target; and/or (ii) in which I acquire an interest as a registered holder and/or beneficial owner);

(b)

I am able to transfer (or procure the transfer of) the Target Shares free of any lien, charge, option, equity or encumbrance;

(c)

I have no other interests in, nor am I able to control the exercise of voting rights attaching to, any shares or securities of the Target, other than as set out in Schedule 1, and references to interests shall have the meaning given in the Code;

(d)

save as set out in Schedule 1, I do not have any options, warrants, convertibles or other rights to subscribe for, purchase or otherwise acquire ordinary shares in the capital of Target; and

(e)

I have full power and authority to enter into and perform each of my obligations under this undertaking to vote in favour, or procure the voting in favour, of the Scheme (if the Acquisition is proceeding by way of Scheme) or accept, or procure the acceptance of, the Offer (if the Acquisition is proceeding by way of an Offer) in respect of the Target Shares.

2.	UNDERTAKINGS

2.1

Subject in all cases to paragraph 2.2, I hereby irrevocably undertake to the Offeror that at all times before the Court Order sanctioning the Scheme is filed with the Registrar of Companies (if the Acquisition is proceeding by way of Scheme) or before the Offer becomes unconditional in all respects (if the Acquisition is proceeding by way of an Offer) or this undertaking lapses in accordance with paragraph 4 (whichever is earlier), I:

(a)

shall not sell, transfer, charge, encumber, grant any option over or otherwise dispose of, or permit any of the foregoing in relation to, any Target Shares, other than pursuant to the Scheme or my acceptance of the Offer (as applicable);

(b)

shall not accept, or give any undertaking in respect of any Target Shares in respect of, any offer or other transaction made in competition with or which might otherwise frustrate the Acquisition or vote any Target Shares in favour of any other scheme of arrangement relating to the acquisition of any shares in the Target by a third party or other transaction made in competition with the Acquisition, nor exercise (nor procure the exercise of) the voting rights attached to the Target Shares for any resolution which would otherwise be reasonably expected to frustrate, impede or delay the Acquisition unless directed to vote against such resolution by the Offeror, in which case I shall vote against it;

(c)

other than pursuant to the Offer or Scheme (as applicable), shall not enter into any agreement or arrangement or permit any agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise, or solicit or encourage any person:

(i)

to do any of the acts referred to in paragraphs 2.1(a) to 2.1(b); or

(ii)

in relation to, or operating by reference to, the Target Shares; or

(iii)

which, in relation to the Target Shares, would or might restrict or impede me from voting in favour of the Scheme or accepting the Offer (as applicable),

(d)

shall not acquire or otherwise deal in any shares or other securities of the Target or any interest therein (including any derivatives referenced to such securities) unless the Panel determines, and confirms to you, that, in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “acting in concert” set out in the Code;

(e)

shall exercise (or procure the exercise of) the voting rights attached to the Target Shares on any resolution which would assist implementation of the Scheme or the Offer if it were passed or rejected at a general, class or other meeting of Target shareholders only in accordance with the Offeror’s directions (including the requisition or joining in the requisition of any general or class meeting of Target);

(f)

for so long as the Acquisition is being implemented by way of the Scheme:

(i)

I shall exercise (or procure the exercise of) all voting rights attaching to the Target Shares to vote in favour of all resolutions to approve the Scheme, and any related matters, proposed at any general or class meeting (“GM”) and Court convened meeting (“Court Meeting”) of the Target to be convened and held in connection with the Scheme, or at any adjournment of any such meeting;

(ii)

in respect of any Target Shares held in certificated form, I shall return (or procure the return of) executed versions of the forms of proxy enclosed with the formal document setting out the terms and conditions of the Scheme (the “Scheme Document”) or otherwise sent to me, duly completed and voting in favour of the resolutions to approve the Scheme, and any related matters, in accordance with the instructions printed thereon so as to be received by Target’s registrars by no later than 5.00 p.m. on the tenth Business Day after the date of dispatch of the Scheme Document to Target shareholders (or, in respect of any Target Shares in which I acquire an interest after such time, by no later than the earlier of: (A) 5.00 p.m. on the fifth Business Day after becoming the registered and/or beneficial holder of such shares, if later; and (B) the final time for receipt of instructions by Target’s registrars as set out in the Scheme Document); and

(iii)

in respect of any Target Shares held in uncertificated form, I shall instruct (or procure that my nominee, broker or custodian instructs) the CREST sponsor to duly complete and submit the CREST proxy instructions voting in favour of the resolutions to approve the Scheme, and any related matters, in accordance with the instructions set out in the Scheme Document by no later than 5.00 p.m. on the tenth Business Day after the date of dispatch of the Scheme Document to Target shareholders (or, in respect of any Target Shares in which I acquire an interest after such time, by no later than the earlier of: (A) 5.00 p.m. on the fifth Business Day after becoming the registered and/or beneficial holder of such shares, if later; and (B) the final time for receipt of instructions by Target’s registrars as set out in the Scheme Document); and

(iv)

I shall not revoke the terms of any form of proxy or proxy instruction submitted in accordance with paragraph 2.1(f)(i), either in writing or by attendance at any GM or Court Meeting (or any adjournment thereof) or otherwise.

2.2

To the extent applicable, paragraph 2.1 shall not restrict me from: (i) being issued with and/or acquiring Target Shares under, or exercising any of my rights in respect of, the Target Share Plans; (ii) selling or disposing of such number of Target Shares as may reasonably be required in order to cover my liability for tax and employee national insurance or other employee social security contributions arising as a result of or otherwise in respect of the vesting or exercise of any awards to which I am entitled under the Target Share Plans; (iii) agreeing to the amendment of any of my options granted under the Target Share Plans; (iv) accepting the grant of awards under the Target Share Plans; or (v) taking any action set out in a Relevant Proposal (as defined below).

2.3

I shall complete a decision form in relation to the acceptance of any proposal made by or on behalf of the Offeror to holders of options over shares in the Target in compliance with Rule 15 of the Code (a “Relevant Proposal”) in respect of the options referred to in Schedule 1 (and any other options in respect of the shares in the Target which may be granted to me) not later than 5.00 p.m. on the tenth Business Day after the dispatch of such Relevant Proposal to the holders of options or otherwise ensure that any shares in the Target arising on the exercise of options or vesting of awards prior to the effective date of the Scheme participate in the Scheme.

2.4

I acknowledge that the Offeror shall have the right and may elect at any time (with the consent of the Panel and whether or not the Scheme Document has then been despatched) to implement the Acquisition by way of a takeover offer within the meaning of section 974 of the Companies Act 2006 (the “Offer”) (as further defined in paragraph 8), as opposed to by way of a Scheme, provided that such takeover offer is made on terms at least as favourable as the terms of the Scheme.

2.5	If the Acquisition is implemented by way of an Offer, I hereby irrevocably undertake that:

(a)

I shall accept the Offer in respect of the Target Shares in accordance with the procedure for acceptance set out in the offer document sent to Target shareholders in connection with the Acquisition (the “Offer Document”) by no later than 5.00 p.m. on the tenth Business Day after the Offer Document is sent to the Target’s shareholders (or, in respect of any Target Shares in which I acquire an interest after such time, by no later than the earlier of: (i) 5.00 p.m. on the fifth Business Day after becoming the registered and/or beneficial holder of such shares, if later; and (ii) the final time for receipt of acceptances in respect of the Offer); and

(b)

although the terms of the Offer will confer a right of withdrawal on accepting shareholders, I shall not withdraw any acceptances of the Offer.

3.	DOCUMENTATION

3.1	I consent to:

(a)

the inclusion of references to me and details of this undertaking and my holdings of, interests in, rights to subscribe for and short positions in relevant securities of the Target being included in the Announcement, any offer document or scheme document published in connection with the Acquisition, any other announcement made, or document issued, by or on behalf of the Offeror in connection with the Acquisition  and any other related or ancillary document as required by the Code;

(b)

this undertaking being disclosed to the Panel; and

(c)

this undertaking being available for inspection as required by Rule 26.2 of the Code and any other applicable laws or regulations, including, without limitation, being made available on the Offeror’s and Target’s respective websites.

3.2

I shall give you all information and any assistance in relation to this undertaking as you may reasonably require for the preparation of the Scheme Document or Offer Document (including through the provision of all information required to be included in the Scheme Document or Offer Document concerning me, my close family relatives any related trusts by no later than close of business on the fifth Business Day before the publication date of such document), and all related and ancillary documents in order to comply with the requirements of the Code, the Financial Conduct Authority or the London Stock Exchange plc and any other legal or regulatory requirement or body and shall immediately notify you in writing of any material change in the accuracy or import of any information previously supplied to you by me for such purpose.

3.3	I acknowledge that I am obliged to make appropriate disclosure under Rule 2.10 of the Code promptly after becoming aware that I will not be able to comply with the terms of this undertaking or no longer intend to do so.

4.	LAPSE OF UNDERTAKING

4.1	Save in respect of paragraphs 5 and 4.2, the provisions of this undertaking shall lapse if:

(a)

the Announcement is not released by 11.59 p.m. on 6 May 2025 or such later time and date as may be agreed between the Offeror and the Target;

(b)

following the release of the Rule 2.7 Announcement, immediately if (A) the Offeror announces that it does not intend to continue to proceed with the Acquisition and does not intend to pursue any new acquisition of the Target, or (B) the Scheme (or Offer, as applicable) is withdrawn with the consent of the Panel or lapses in accordance with its terms, provided that this sub-section (B) shall not apply:

(i)

where the Scheme is withdrawn or lapses as a result of the Offeror exercising its  right to implement the Acquisition by way of an Offer rather than a  Scheme or vice-versa; or

(ii)

if the lapse or withdrawal is followed within five Business Days by an announcement under Rule 2.7 of the Code by the Offeror (or a person acting in concert with it) of a firm intention to implement the Acquisition either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Companies Act 2006 or takeover offer (within the meaning of section 974 of the Companies Act 2006) in each case on terms at least as favourable as the terms of the Scheme;

(c)

if any competing offer for the issued and to be issued ordinary share capital of the Target is made, on the later of: (i) such competing offer being declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme); and (ii) the Deliveroo offer period coming to an end.

4.2

If this undertaking lapses, (i) I shall have no claim against the Offeror and (ii) the Offeror shall have no claim against me in respect of any breaches occurring following such lapse provided always that nothing in this paragraph 4.2 shall release me from any liabilities that have accrued prior to or on such lapse. This undertaking shall not oblige the Offeror to release the Announcement.

5.	CONFIRMATION

6.	POWER OF ATTORNEY

6.1	In order to secure the performance of my obligations under this undertaking, I irrevocably appoint, severally, each officer of the Offeror from time to time as my attorney on my behalf and in my name or that of the attorney:

(a)

if I fail to comply with any of my undertakings under paragraph 2, to do all things and to execute all deeds and other documents as may be necessary or desirable to ensure compliance with such undertakings or proposal, in respect of the Target Shares; and

(b)

to execute and deliver any indemnities for missing share certificates, notices, instructions, agreements, deeds or other documents (including amendments thereto) and to do all acts and things as may be necessary for the performance of my obligations under this undertaking.

6.2

I agree that this power of attorney is given by way of security and is irrevocable in accordance with section 4 of the Powers of Attorney Act 1971 until this undertaking lapses in accordance with paragraph 4. This power of attorney shall at any time take effect as if it had individually named the persons who are at that time the directors of the Offeror. Any action authorised under this power of attorney may be taken by an attorney acting alone. I undertake to ratify everything which an attorney, acting in accordance with the terms of this power of attorney, may do or purport to do.

7.

GENERAL

7.1

Nothing in this undertaking shall constitute an obligation for me, in my capacity as director of the Target, to take any action which is not permitted by Practice Statement No. 29 issued by the Panel with respect to Rule 21.2 of the Code. You recognise that, in my capacity as a director of the Target, I owe statutory and fiduciary duties to the Target and I have duties under the Code (together, the “Legal Duties”) and accordingly nothing in this undertaking will require or oblige me to do or refrain from doing any act or thing which would have the effect of contravening those Legal Duties.

7.2	The covenants and undertakings contained in this undertaking and each part of them are entirely separate, severable and separately enforceable so that each covenant and undertaking and each part of them shall be deemed to be a separate covenant and undertaking.

7.3	Any time, date or period mentioned in this undertaking may be extended by mutual agreement between me and the Offeror, but as regards any time, date or period originally fixed or as extended, time shall be of the essence.

7.4	The parties to this undertaking do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

7.5	In the case where the Target Shares are registered in the name of any other person, I shall procure that such person complies with the terms of this undertaking and I shall do all acts and things necessary to implement my obligations under this undertaking.

7.6

I acknowledge that, if I fail to comply with any of my undertakings under this undertaking or breach any of my other obligations under this undertaking, damages alone would not be an adequate remedy, and accordingly that Offeror shall be at liberty to seek the remedy of specific performance, injunction or any other form of equitable relief.

7.7	This undertaking will bind my estate and personal representatives.

8.	INTERPRETATION

8.4	unless otherwise defined, terms bear the meanings given to them in the Announcement.

9.	GOVERNING LAW

9.1	This undertaking, and any non-contractual obligations arising out of or in relation to it or its formation, shall be governed by and construed in accordance with English law.

9.2

The English courts have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with this undertaking (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with this undertaking) and I irrevocably submit to the exclusive jurisdiction of the English courts for all purposes in connection with this undertaking.

EXECUTED and delivered as a DEED by [NAME OF INDIVIDUAL]	In the presence of:
Signature	Signature of witness
	Name of witness (print)
	Occupation of witness (print)
	Address of witness (print)

1.	TARGET SHARES

	Name and address of registered holder		Name and address of beneficial holder		No. of Target Shares

2.	OTHER INTERESTS IN SHARES AND SECURITIES OF TARGET

	Name and address of holder of interest		Nature of interest		No. and class of share in the capital of Target