Welcome
to the
talabat IPO

• For the month of September 2024, talabat had more than 6 million active customers, more than 65,000 active Partners and more than 119,000 active riders, making us the largest platform in the countries in which we operate, with the highest number of orders, largest relative category share, and widest geographic reach amongst our peers in the MENA region.
• talabat’s technology connects customers, partners and riders in eight countries in the MENA region, which have a population of over 185 million and an addressable population of over 71 million^*.
• talabat capitalises on the region’s high urbanisation, growing population and rising online penetration rate in the food and grocery and retail segments, offering localised services that meet the diverse needs of our customers.

    ^*According to OC&C data

• talabat’s business model benefits from powerful local network effects, which fuel a virtuous cycle of growth, improvements to service quality and deepening of platform loyalty – the “talabat flywheel”. As talabat’s value proposition attracts more customers to join its platform, the platform receives more orders. Greater customer demand attracts more Partners, who benefit from more sales due to higher customer volume. More Partners means a more diverse selection for our customers. More customers and Partners on the talabat platform attract more riders, which in turn leads to a better delivery experience, increased coverage for our partners and better fleet utilisation and efficiency.
• talabat is focused on continuously delivering an attractive value proposition to customers, across three critical dimensions:
  • • Selection: Over 56,300 Restaurants, 9,500 Local Shops, and more than 155 cuisines and non-food categories on the platform.
    • Experience: Focused on convenience, reliability and personalisation, with customers benefitting from a 99% order success rate and an average delivery time of less than 30 minutes, in each case, for the month of September 2024.
    • Value: Targeted and personalised promotions and discounts to customers, granting them annual savings which are funded by Partners, business-to-business partnerships and bank partnerships.

• talabat has a strong track record of delivering profitable growth, with GMV for cohorts of customers acquired since 2019 having increased by approximately 4x over a period of 5 years, and a cash conversion rate exceeding 90% for the period between 1 January and 29 September 2024.

• Gross Merchandise Value (GMV) totalled AED 22.3 billion in 2023, representing a 24% CAGR between 2021 and 2023. In the period between 1 January and 29 September 2024, talabat’s GMV was AED 19.8 billion compared to GMV of AED 16.3 billion for the comparable period of 2023, reflecting a period-on-period increase of 21.3%.
• Revenue totaled AED 8.0 billion in 2023, up 26.6% year-on-year. In the period between 1 January and 29 September 2024, talabat’s revenue amounted to AED 7.6 billion compared to AED 5.8 billion for the comparable period of 2023, reflecting a period-on-period increase of 32.0%.
• Adjusted EBITDA totaled AED 1.3 billion for the period between 1 January and 29 September 2024 up 63.4% year-on-year.
• Adjusted Free Cash Flow amounted to AED 1.1 billion in 2023, up 79.2% year-on-year. In the period between 1 January and 29 September 2024, talabat’s Adjusted Free Cash Flow amounted to AED 1.3 billion compared to AED 752.6 million for the comparable period of 2023, reflecting a period-on-period increase of 68.1%.
• Adjusted Free Cash Flow Margin as a percentage of GMV was 5.0% and 6.4% for the year 2023 and the period between 1 January and 29 September 2024, respectively.
• Q4 2024 dividend of AED 367.25 million (c. USD 100 million) intended to be paid in April 2025. FY2025 dividend of AED 1,469 million (c. USD 400 million) intended to be distributed in October 2025 and April 2026, in respect of the financial results for the year ending 31 December 2025.

• talabat’s technology is the engine that drives our business, supported by over 480+ talented product, design, engineering, and data technologists across its tech hubs.
• Our machine learning models allow us to introduce and cross-sell verticals, as well as initiatives such as talabat Pro and talabat Rewards, at the right time for customers to benefit.
• Our understanding of customers helps us understand the next set of Partners and deals to introduce in each geography, allowing us to seamlessly bridge the gap between customer demand and Partner interest.
• Being part of Delivery Hero, talabat has the ability to leverage its global reach, experience and expertise to enhance its own capabilities and benefit from innovation around the world. Our access to, and use of, technology owned by Delivery Hero gives us industry-leading innovation capabilities and tailored solutions for our customers, Partners and riders.

• talabat’s success to date has been driven by its experienced management team, dedicated to building the best order experience for every constituent using its marketplace. We are proud to have over 40 years combined c-suite management experience in our ranks.
• Our local and regional organisational structure provides significant operational leverage and allows talabat to maintain an efficient selling, general and administrative cost base. By empowering our regional teams, we foster innovation, ensure consistency in planning and execution, and effectively implement best practices across our markets.

Talabat Holding plc (“talabat” or the “Company”) is the leading on-demand online food ordering, delivery, takeaway and groceries and convenience retail marketplace in the MENA region, with operations in the UAE, Kuwait, Qatar, Bahrain, Egypt, Oman, Jordan and Iraq. Its online marketplace provides a convenient, personalised and simple way of ordering food, groceries and other products from a wide selection of active restaurants and other groceries and retail vendors (who are collectively referred to as “Partners”). For the month of September 2024, talabat’s platform had more than 6 million active customers, more than 65,000 active Partners and more than 119,000 active riders.

Through its online food ordering offering (“Food Vertical”), customers order food from talabat’s Partner restaurants (“Restaurants”). Through its groceries and convenience retail offering (“Groceries and Retail Vertical”), customers are provided with access to everyday essentials, including but not limited to groceries, pharmacy products, beverages, snacks, household items, and personal care products, primarily sourced from various local Partners, such as grocery stores, pharmacies, and flower shops (“Local Shops”), and through its own warehousing and distribution centres designed for the fulfilment of online, on-demand orders of convenience products and groceries (“tMarts”).

Empowering its communities. talabat proudly delivers to the region that delivers. We’re the Orange Ones.

talabat has the widest geographic reach amongst its peers in the MENA region, with operations in the UAE, Kuwait, Qatar, Bahrain, Egypt, Oman, Jordan and Iraq, and a total addressable population of approximately 71.1 million (in each case based on OC&C market analysis). It has number one category positions across its eight markets with more than 6 million active customers, more than 65,000 active Partners and more than 119,000 active riders, for the month of September 2024.

talabat’s future growth strategy is focused on five key pillars:

1. Our aim is to enhance our product offering and increase market penetration:
   • We believe that there remains ample room to expand the average number of monthly orders per capita through our platform. The way we think about it is simple: there are 90 meal occasions in a month – breakfast, lunch, and dinner – 30 days a month. In 2023, the food service total addressable category, grocery and retail total addressable category, and other adjacent product categories total addressable category amounted to approximately USD 21 billion, USD 95 billion and USD 8 billion, respectively, across all of our markets, according to OC&C. Our aim is to increase our penetration within these markets, which for the year 2023 was 22%, 1% and 1%, respectively, in each of those total addressable categories. Additionally, OC&C estimates that the addressable population, as of 31 December 2023, in our non-GCC markets was approximately 54 million, which signifies a substantial opportunity for growth by increasing the penetration of our product offerings in these markets.We, therefore, believe that continuing to build out our existing offering will help us support long-term sustainable growth across our Food Vertical and Groceries and Retail Verticals, pushing us forward toward our goal of being the platform of choice for our customers, Partners, and riders.
2. We plan to continue to invest in FinTech and Customer Loyalty Programmes:
   • At talabat, we are continually exploring initiatives to enhance customer engagement, with a particular focus on our “FinTech” and customer loyalty offerings.We plan to continue investing into our “FinTech” operations by enhancing our payment acceptance capabilities both in terms of performance and cost saving, expanding usage of talabat Postpaid into existing and new markets.We also plan to continue to leverage our extensive loyalty programme and subscription service, talabat pro, with a view to increasing order frequency. talabat pro provides benefits such as free delivery and exclusive deals for a fixed monthly or yearly fee. This subscription model has proven effective in boosting customer engagement and retention, with over 20% increase in order frequency amongst talabat pro subscribers for the month of September 2024.
3. We plan to maintain and enhance the effectiveness of our advertising offerings:
   • We provide Partners with a range of innovative advertising solutions (“AdTech products”) designed to increase their visibility and broaden their customer reach. We consider our advertising products to be a beneficial proposition for our Partners, which significantly contributed to a reduction in their customer acquisition costs. Partners on our platform benefit from sophisticated targeting tools that allow them to reach the right customers (i.e., those most likely to generate the best return-on-investment).Our plan is to maintain and enhance the effectiveness of our advertising offerings, and we intend to continually innovate and develop new features, which include: (i) automation, (ii) targeted advertisements, and (iii) algorithmic efficiency. These advancements aim to ensure that our advertising solutions remain effective and valuable for our Partners, supporting their growth and success within our platform.
4. We plan to enter into adjacent product categories:
   • We are focused on expanding beyond core food delivery services. Our Grocery and Retail Vertical has become a significant and rapidly growing part of our operations, showcasing our ability to enter and scale new verticals. Leveraging our platform, we are pursuing further diversification. Our Grocery and Retail Vertical is a key element of this strategy, meeting the demand for fast delivery of everyday essentials and paving the way for growth into additional product categories, including beauty and cosmetics, health products, flowers, and pet essentials.Additionally, we plan to continue rolling out more tMarts. We believe this aligns with our objective of being the platform of choice for our customers. tMarts provide our customers with the convenience of ordering groceries and essentials through the same platform they use for Restaurant deliveries.
5. We intend to pursue targeted investments, acquisitions, and strategic partnerships:
   • To complement our organic growth strategy, we expect to continue to selectively pursue investments and acquisitions that we believe will enhance customer experience, as well as solidify and extend our category leadership position, such as our planned acquisition of InstaShop. We have pursued a strategy of making strategic alliances with suitable partners (e.g. “Zomato” in the UAE and “Otlob” in Egypt), and we expect to continue to do so in the future. We intend to focus on investments, acquisitions, and alliances that we believe will enhance the experience of existing customers, attract new customers to our platform, and broaden our product offerings.

In 2023, the food service total addressable category, grocery total addressable category, and other adjacent product categories total addressable category amounted to approximately AED 77 billion (equivalent to USD 21 billion), AED 349 billion (equivalent to USD 95 billion) and AED 29 billion (equivalent to USD 8 billion), respectively, across all of talabat’s markets, according to OC&C. talabat’s aim is to increase its penetration within these markets, which for the year 2023 was 22%, 1% and 1%, respectively, in each of those total addressable categories.

talabat capitalises on the MENA region’s urbanisation rate, growing population and rising online penetration rate in the food and grocery and retail industry, offering localised services that meet the diverse needs of its customers. talabat’s aim is to deliver to its customers the best experience and selection of food, grocery and retail products at the greatest value for money. talabat believes that its value proposition, across the markets in which it operates, has enabled it to grow at scale, deliver profitable growth and achieve category leadership.

Before making any decision on whether to invest in the talabat offering, interested parties should familiarize themselves with the UAE Prospectus and other relevant offering documents available on the Company’s dedicated IPO website: https://ipo.talabat.com. You may also wish to discuss any investment decisions with your financial advisor.

talabat believes it has several competitive strengths that make it a compelling investment opportunity, which are included below and described in greater detail in the UAE Prospectus:

• Leaders in a highly attractive and under-penetrated market
• talabat’s business model fuels growth, service quality and platform loyalty
• An attractive financial profile with a robust growth track record
• Pioneers in technological innovation and have the ability to leverage the reach, experience and expertise of Delivery Hero
• A passionate and highly experienced management team with a proven execution track record

The Offering comprises 3,493,236,093 Shares split into two tranches:

First Tranche (1): Open to Individual Subscribers, Eligible Employees and other investors (including natural persons, companies and establishments) who do not participate in the Second Tranche and who hold a NIN with the DFM and have a bank account.

5% of the Offer Shares, representing 174,661,805 Shares are allocated to the First Tranche.

Second Tranche (2): Open to Professional Investors as described in the “Definitions and Abbreviations” section of the UAE Prospectus.

95% of the Offer Shares, amounting to 3,318,574,288 Shares, are allocated to the Second Tranche.

• The offer period for the talabat IPO will commence on 19 November 2024 and will close for First Tranche Subscribers on 27 November 2024, and for Second Tranche Subscribers on 28 November 2024.
• The final price will be announced on 29 November 2024 and all investors will thereafter be informed of their allocations. All successful First Tranche investors will be informed of their allocations on 6 December 2024 via SMS. Admission of the Shares to trading on DFM is expected to take place on or around 10 December 2024.

The minimum application size for subscribers in the First Tranche is AED 5,000 with any additional application to be made in increments of AED 1,000. There is no maximum application size for subscribers in this Tranche. The minimum application size for the Second Tranche is AED 5,000,000. There is no maximum application size for the Second Tranche Subscribers.

• talabat intends to pay a minimum dividend in the amount of AED 367.25 million (equivalent to USD 100 million) in April 2025 in respect of the financial results of the fourth quarter of 2024. The Company intends to pay a minimum dividend in the amount of AED 1,469 million (equivalent to USD 400 million) in two instalments in October 2025 and April 2026 in respect of the financial results for the year ending 31 December 2025. Following such distribution, the Company intends to pay dividends twice each calendar year, with an interim payment based on the first-half financial results being paid in October of that calendar year, and a second payment following full-year financial results being paid in April of the following calendar year, in each case with a target net income payout of 90%.
• This dividend policy is designed to reflect the Company’s expectation of strong cash flow and expected long-term earnings potential, while allowing the Company to retain sufficient capital to fund ongoing operating requirements and continued investment for long-term growth. This dividend policy is subject to the consideration of the Board of Directors of the cash management requirements of the Company’s business for operating expenses, financing expenses and anticipated capital expenditures. In addition, the Company expects that the Board of Directors will also consider market conditions, the then current operating environment in the Company’s markets, and the Board of Directors’ outlook for the Company’s business.