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DECK TEMPLATE V1.0 INVESTOR PRESENTATION May 2019 NASDAQ: GRPN / [email protected] Forward-Looking Statements The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations. The words "may," will," should," "could," "expect," anticipate," "believe,“ "estimate," intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, risk related to volatility in our operating results; execution of our business and marketing strategies; retaining existing customers and adding new customers; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments and any potential adverse impact from the United Kingdom's likely exit from the European Union; retaining and adding high quality merchants; our voucherless offerings; cybersecurity breaches; reliance on cloud-based computing platforms; competing successfully in our industry; changes to merchant payment terms; providing a strong mobile experience for our customers; maintaining our information technology infrastructure; delivery and routing of our emails; claims related to product and service offerings; managing inventory and order fulfillment risks; litigation; managing refund risks; retaining and attracting members of our executive team; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR and regulation of the Internet and ecommerce; classification of our independent contractors; protecting our intellectual property; maintaining a strong brand; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness, including refinancing our credit facility; global economic uncertainty; our common stock, including volatility in our stock price; our convertible senior notes; and our ability to realize the anticipated benefits from the hedge and warrant transactions. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's Annual Report on Form 10-K for the year ended December 31, 2018, our Quarterly Reports on Form 10-Q, and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting the company's Investor Relations web site at http://investor.groupon.com or the SEC's web site at www.sec.gov. Groupon's actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance. You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations the date of this presentation unless otherwise expressly stated. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations. Additional information relating to certain of our financial measures contained herein is available in our most recent earnings release and at our website at investor.groupon.com. 2 Groupon Is a Clear Leader in Local E-commerce SUBSTANTIAL SCALE IN UNDER-PENETRATED LOCAL MARKET • Strong brand awareness supported by offline advertising campaigns % • Mobile-first platform well-positioned Top 5 ~75 for continued offline-to-online shift E-commerce Of Transactions • Advanced analytics allow us to Brand1 On Mobile2 leverage our substantial Local transactional and consumer purchase data to connect users with great Local deals at scale • Product innovation, customer growth, and cost efficiencies driving potential 5-star Top 10 for shareholder returns through App with more than 200 U.S. App3 sustainable Adjusted EBITDA growth Million Downloads2 (1) Verto Analytics, “E-commerce Properties, December 2018,” U.S. Adults, ages 18+ (2) For the quarter ended March 31, 2019 3 (3) Ages 25-54; comScore 2017 U.S. Mobile App Report, “Mobile Metrix, U.S., 18+, June 2017” Largest Small and Medium Sized Businesses (SMB) Local Advertising Platform of Its Kind 1M+ 90% 29% Merchants of Merchants Have Of Merchants Served To Date 20 Employees Are Sole Globally Or Fewer1 Proprietors1 (1) AbsolutData, Q3 2017 Merchant Business Partnership Survey, July 2017 (conducted By Groupon) 4 Serving the Under-Served SMB Merchants Need…. Groupon Offers... • More customers — on the right • Large, diverse marketplace where tens of days, at the right times millions of customers come to discover and save on things to do, eat, see and buy • Support in leveraging online marketing • High-touch service model Deep domain expertise in Local and leading online • Effective marketing with marketing capabilities measurable ROI • Extensive data & analytics • Cash flow conservation Deep insight into Local consumer spending, including strategies direct feedback from customers • Pay-for-Performance cost model Customer acquisition and loyalty campaigns with no up-front ad spend 5 Significant Size and Scale Advantage 75% Global Business country of transactions on mobile1 footprint 47.2M active customers worldwide2 1.5B+ units sold3 $20B+ pumped into local businesses3 $30B+ saved for consumers life-to-date in North America3 (1) For the quarter ended March 31, 2019 (2) Trailing twelve months, as of March 31, 2019 6 (3) Life-to-date as of March 31, 2019 Best-In-Class Mobile App Applause Retailers Mobile App Most Visited Retail Mobile Apps2 Top-rated retail Sentiment Index1 Top Retail Mobile Apps by Unique Visitors (000s) app in the U.S., Groupon 83 88,109 according to mobile Applause, and ModCloth 80 the third most Rue La La 78 JackThreads 38,312 visited retail 76 JD 70 app in the U.S., LivingSocial 68 behind Amazon 34,681 B&N (Nook) 67 and Walmart, Showroomprive 64 according to Evine 62 32,613 comScore BrandAlley 61 Privalia 56 30,477 Carfax 54 Apple Store 51 American Eagle 47 29,095 Office Depot 42 (1) ARC from Applause, How Customers Rate the Mobile Retail App Leaders, 2016. To qualify for inclusion, individual retailers needed to transact 40% or more of their total 2015 sales via their mobile apps. 7 (2) Mobile Metrix Media April 2018 Thriving Things to Do Business • Growing business that generated more than $1 billion in Gross Billings in 2018 • Differentiated supply covering everything from major travel attractions to unique local experiences • Supply sourced through direct relationships with strategic partners (e.g Live Nation, MLB) and local merchants and supplemented with third-party inventory (e.g. Viator, GolfNow) • Clear path to voucherless via ticketing integrations 8 Focusing on Our Key Priorities for 2019 Customer Experience Open Platform Enhance the customer experience Extend Groupon's open platform by and increase conversion by supplementing Groupon-sourced expanding frictionless technologies, inventory with third-party such as card-linking and booking, and partnerships and increasing improving our mobile experience distribution of Groupon content International Operational Rigor Continue to realize our potential in Maintain a culture of operational International by driving product efficiency parity, enhancing supply, and investing in brand and marketing 9 Progress on Our Key Priorities 2018 Wins What’s Next Customer • Live card-linking partnerships with Visa, • Rebrand Groupon+ as Cash Back Offers MasterCard, and American Express with ~7m Experience • Make booking a requirement for certain cards enrolled life-to-date1 service categories, such as fine dining • 7,000 merchant locations active with card-linked • Roll out loyalty offers to health and beauty deals1 • Begin converting our traditional deep • Booked tens of millions of diners, concert goers, discounted deals to card-linked redemption spa visitors, and more over the course of 2018 with booking units growing in the double
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