14 April 2022

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

Notifications of transactions by Persons Discharging Managerial Responsibility ("PDMR")

This announcement is made in accordance with the Market Abuse Regulation ('MAR') and relates to Adam Miller, Chief Financial Officer, being granted conditional share awards on 12 April 2022 under the Company's: (i) Annual Bonus Deferred Share Plan (the "DSP Award"); and (ii) Deliveroo Incentive Plan (the "PSP Award").

The Annual Bonus is delivered one-half in cash with the remaining half deferred into shares (the DSP Award), which will vest after three years subject to continued employment. The Annual Bonus is subject to stretching performance conditions to align with the delivery of the Company's annual budget commitments and, through deferral via the DSP Award, ensures that a substantial amount of the Annual Bonus remains aligned with long term creation of value for shareholders. 

The PSP Awards made under the Deliveroo Incentive Plan are subject to stretching performance targets based on a total shareholder return (TSR) matrix covering both absolute and relative TSR, to maintain strong alignment with the long-term performance of the Company and the interests of shareholders. Performance is measured over three years with a further two-year post vesting holding period. The performance targets for the PSP Awards are set out on page 126 of the Company's 2021 Annual Report and Accounts (the "2021 Annual Report").

As highlighted in the Remuneration Committee's annual statement in the 2021 Annual Report, the Remuneration Committee decided that the IPO share price of £3.90 should be used to calculate the number of shares granted to the CFO under both of the DSP and PSP awards to mitigate against windfall gains. This approach in using the IPO share price rather than the current share price reduces the face value of these share awards (and the 2021 annual bonus payment) to a more conservative level.

For further details of the Annual Bonus/DSP and Deliveroo Incentive Plan/PSP, please see the Company's 2021 Annual Report. It should be noted that the Remuneration Committee determined to grant the awards in April to be within the 42 day period following the announcement of our FY2021 preliminary financial results, in accordance with the rules of the relevant share plans.

The attached notification, which has been made in accordance with the requirements of the EU Market Abuse Regulation (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018), provides further detail.