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 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.

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.