Deliveroo Regulatory News (ROO)

5 April 2024

Deliveroo plc ("Deliveroo" or "the Company")

Conversion of B Shares, Share Redesignation and Total Voting Rights

Conversion of B Shares and Share Redesignation

The Company announces that pursuant to Article 60 of the Company's Articles of Association, all of the 102,508,168 issued and outstanding B Ordinary Shares of £0.005 each (the B Shares), will automatically convert into A Ordinary Shares of £0.005 each of equivalent number at 11.59 pm on 7 April 2024 (the B Share Conversion).

Following the B Share Conversion the Company will redesignate its issued and outstanding A Ordinary Shares and will therefore have one class of shares in issue, being Ordinary Shares of £0.005 each (the Redesignation). Each Ordinary Share will have the same rights and will be subject to the same restrictions as those which are attached to each A Ordinary Share immediately prior to the Redesignation.

Shareholders do not need to take any action regarding the Redesignation, which will be automatically processed by our transfer agent, and existing share certificates will continue to be valid. If shareholders have any questions or require further information relating to the Redesignation, they should contact the Company's Registrar, Equiniti.

The Company has notified the Financial Conduct Authority and the London Stock Exchange and has applied for the 102,508,168 Ordinary Shares arising from the B Share Conversion and Redesignation to be admitted to the standard segment of the Official List and to trading on the London Stock Exchange. It is expected that admission will occur at 8.00 am on Monday, 8 April 2024.

For the purposes of Rule 9 of the Takeover Code, the Company confirms that no Shareholder (together with persons acting in concert with it) will become interested in shares carrying 30% or more of the voting rights in the Company as a result of the B Share Conversion and Redesignation.

Total Voting Rights

The Company's resulting issued share capital will comprise 1,626,660,019 Ordinary Shares and that number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. The Company does not hold any shares in Treasury.