Deliveroo : 2022 Annual General Meeting - Form of Proxy

DELIVEROO PLC

ATTENDANCE CARD

Notice of Availability

The 2023 Annual General Meeting (AGM) will take place at 9:30 am on Wednesday, 24 May 2023 at Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR. Shareholders are able to attend the AGM in person or alternatively can view our AGM live via webcast.

The Notice of Meeting for the 2023 AGM sets out in full the resolutions for consideration by shareholders, together with explanatory notes and further information on the Directors standing for election. The 2022 Annual Report and Accounts and 2023 Notice of Annual General Meeting (Notice) are available at www.corporate.deliveroo.co.uk, or you can request a copy from Equiniti, contact details overleaf. The Chair's Letter to Shareholders appears at the front of the Notice and contains important information about our AGM, we encourage all shareholders to read it.

Shareholder Reference Number

AGM arrangements

We encourage shareholders to attend via our live webcast. Please note that if you do wish to attend the AGM in person, we ask that you register your intention to attend in advance of the Meeting by emailing the Company Secretary at [e-mail]. As set out in the Notice, only holders of Ordinary Shares (or their corporate representatives) are entitled to attend and vote at the AGM. Alternatively, shareholders can appoint a proxy to attend, speak and vote instead of them. Informing us of your planned attendance (or that of your proxy) will allow us to ensure that the Meeting takes place in a manner which promotes the safety, health and wellbeing of our shareholders and employees, as this is of paramount importance to us. In order to be able to facilitate the attendance of shareholders, please note that additional guests (other than carers attending with shareholders) will not be permitted to attend.

We strongly encourage you to appoint the Chair of the meeting as your proxy and return your completed Proxy Form in the prepaid envelope. Alternatively, you can vote online at www.sharevote.co.uk.

You should bring this Attendance Card with you, if you have registered to attend the AGM in person.

DELIVEROO PLC 2023 ANNUAL GENERAL MEETING PROXY FORM

You can lodge your proxy vote online at www.sharevote.co.uk using the below numbers or by completing and sending this form back in the enclosed prepaid envelope. Before completing the Proxy Form, please read the explanatory notes overleaf.

Voting ID			Shareholder Reference
		Number
Task ID

I/We appoint the Chair of the meeting, or the following person: as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the 2023 AGM of Deliveroo plc (the Company) to be held at 9.30 am on Wednesday, 24 May 2023, and at any adjournment thereof.

Name of Proxy

No. of shares authorised

Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to note 8.

Resolutions

I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an 'X'.

For

Against

Withheld

For

Against

Withheld

1. To receive the Annual Report and Accounts for the financial year ended 31 December 2022
2. To approve the Directors' Remuneration Report
3. To re-elect Claudia Arney as a Director
4. To re-elect Will Shu as a Director
5. To elect Scilla Grimble as a Director
6. To re-elect Peter Jackson as a Director
7. To re-elect Karen Jones, DBE as a Director
8. To re-elect Rick Medlock as a Director
9. To re-elect Dominique Reiniche as a Director
10. To re-elect Tom Stafford as a Director

					11.	To re-appoint Deloitte LLP as auditor of the Company
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					12.	To authorise the Audit and Risk Committee to determine
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						and fix the auditor's remuneration
					13.	To authorise the Company and its subsidiaries to make
	political donations and incur political expenditure
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					14.	To authorise the Directors' to allot shares
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					15.	To disapply pre-emption rights (Special Resolution)
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					16.	To disapply pre-emption rights for acquisition and
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			specified capital investments (Special Resolution)
					17.	To authorise the Company to purchase its own shares
						(Special Resolution)
					18.	To authorise the Company to call a general meeting on
	not less than 14 clear days' notice (Special Resolution)
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PLEASE COMPLETE THIS FORM AND RETURN IT TO EQUNITI, FOLLOWING THE INSTRUCTIONS SET OUT OVERLEAF

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or duly authorised officer, stating their capacity (e.g. director, secretary).

DELIVEROO PLC

NOTES FOR COMPLETION OF THE PROXY FORM

1. This Proxy Form must be lodged with the Registrars, Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, no later than 9:30 am on Monday, 22 May 2023. A prepaid envelope is enclosed for the return of your completed Proxy Form.
2. This is not a summary of the matters covered in the 2023 Notice of Annual General Meeting (Notice) and should not be regarded as a substitute for reading the Notice. You should read the Notice in conjunction with this Proxy Form before taking any decisions in relation to the business to be considered at the AGM.
3. You are entitled to appoint a proxy or proxies, who need not be a member of the Company or the Chair of the meeting, to exercise all or any of your rights to attend, ask questions and vote at a general meeting of the Company. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided. If no name is inserted in the space provided, the Chair of the meeting will be deemed to be your proxy.
4. You can submit your proxy online by accessing our Registrars' website at www.sharevote.co.uk and registering your intention to vote in this way. For details on appointing a proxy using the CREST voting facility by CREST participants, please see the explanatory Notes to the Notice.
5. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9:30 am on 22 May 2023.
6. In the case of joint holders, the signature of any one holder will suffice. If multiple instructions are received, the vote of the senior holder who tenders a vote will be accepted to the exclusion of the vote of the other joint holders, seniority being determined by the order in which the names stand in the Register of Members.
7. A corporation should execute this Proxy Form under its common seal or in accordance with Section 44 of the Companies Act 2006 or signed on its behalf by a duly authorised officer or attorney.

1. To appoint more than one proxy, you should photocopy this form. Please indicate, next to the proxy holder's name, the number of shares in relation to which the proxy is authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms should be signed and returned in the same envelope.
2. Any alterations to this form should be initialled.
3. Your proxy may vote as they choose on any resolution for which you do not give an instruction and on any amended resolutions or other procedural issues that might arise at the meeting.
4. The vote 'Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a vote 'Withheld' is not a vote in law and will not be counted in the calculation of the proportions of votes 'For' and 'Against' a resolution.
5. The appointment of a proxy does not prevent shareholders from attending the meeting in person or electronically and voting. Please refer to the Chair's Letter to Shareholders and the Notice for more information on the AGM arrangements this year. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
6. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. For details on how to change your proxy instructions or revoke your proxy appointment, see the notes to the Notice.
7. This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The issuer and Equiniti accept no liability for any instruction that does not comply with these conditions.
8. This form should not be used for any comments, changes of address or other notifications or enquiries.

If you have any queries completing this form please contact Equiniti, on [phone]. Lines are open 8:30 am to 5:30 pm, Monday to Friday (excluding public holidays in England and Wales). Please use the country code when calling outside the UK.