1Q13 Earnings Deck May, 2013

2

The statements contained in this presentation that refer to plans and expectations for the next quarter or the future are forward- looking statements that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The risks and uncertainties that could cause our results to differ materially from those included in the forward-looking statements include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy; responding to changes in the market; effectively dealing with challenges arising from our international operations; retaining existing customers and adding new customers; retaining existing merchant partners and adding new merchant partners; incurring expenses as we expand our business; competing against smaller competitors and competitors with more financial resources than us; maintaining favorable terms with our business partners; maintaining a strong brand; managing inventory and order fulfillment; integrating our technology platforms; managing refund risks; retaining our executive team; litigation; regulations, including the CARD Act and regulation of the Internet; tax liabilities; tax legislation; maintaining our information technology infrastructure; security breaches; protecting our intellectual property; handling acquisitions, joint ventures and strategic investments effectively; seasonality; payment-related risks; customer and merchant partner fraud; global economic uncertainty; compliance with rules and regulations associated with being a public company; and our ability to raise capital if necessary. 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 and subsequent Quarterly Reports on Form 10-Q, 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 as of May 8, 2013. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this presentation 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.

Forward-Looking Statements

3

Mission: To be the world’s commerce operating system,

increasing consumer buying power while driving more business to merchants through price and discovery.

Areas of Focus

4

Having evolved from one city to over one thousand, from a few customers to over 41 million, we are now focused on our next phase of evolution, building a local platform worldwide.

There are three areas we’re focused on to capitalize on this opportunity:

Mobile

Pull

One Playbook

~60M local merchants worldwide, ~18M in our core categories,

we have only featured >500,000 to date

1

(1) Localeze/Neustar & Factual.com Business Listings

Mobile: continuing to transform our business

5

More than 40 million people worldwide have downloaded our mobile apps so far Over 7 million downloaded our mobile apps in Q1 alone

In March 2013, 45% of North American transactions were completed on mobile devices, compared with

nearly 30% in March 2012; International mobile mix is lower, but growing at a faster rate

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

January ‘11

January ‘13

October ’12

July ’12

April ’12

January ’12

October ‘11

July ’11

April ’11

March ‘13

North America Mobile Transaction Mix Monthly, January 2011 to March 2013 (% of transactions)

Pull: meeting customer demand by expanding beyond email (“Push”) to search (“Pull”)

6

IPO March 2013

Nearly 40,000 active deals in North America

In the first quarter, less than 45% of our transactions in North America came from email

Over 50% of our local transaction volume in North America comes not from new deals that we feature on any given day, but from our Deal Bank inventory

In March, over 60% of the merchant contracts we signed in North America opted to feature in our Pull marketplace, with a monthly recurring deal

~1,000 active deals worldwide

One Playbook: rolling out technology internationally that has driven improvement in North America

7

North America International World-class customer and

merchant satisfaction Customer and merchant

satisfaction below N.A., but making continued progress

(1) Shading is for illustrative purposes only; rollout of technology/tools is in various stages of progress globally. (2) Based on customer and merchant satisfaction scores per ForeSee Customer and Merchant Satisfaction Surveys, March 2013 (surveys commissioned by Groupon); North America scores

comprise the U.S. score, and International is comprised of the average of the scores of the international countries surveyed.

Sales Workbench

Lead management interface for contacting merchants

Coffee

Sales intelligence dashboard, includes return on investment calculator

SmartDeals / Deal Bank

Personalization algorithm and relevancy engine / Perpetual inventory system

Deal Wizard

Contract configuration and capacity management

Quantum Lead

Next-gen lead management system

2

2

1

Non-Financial Metrics

8

Units

Unit Sales grew 4% YoY

globally in 1Q13, to 45M

-18%

+37%

Active Customers

44%

41.0

58%

39.5

1Q12

60% 59%

41.7

42%

56%

38.0

40%

2Q12 4Q12 3Q12

40%

1Q13

60%

36.9

41%

International North America

Spend per Average Active Customer

156 151 152 151

175

149

138 129

1Q12

148

2Q12 1Q13 4Q12 3Q12

Active Deals

IPO March 2013

Nearly 40,000 active deals in NA,

up from ~1,000 worldwide at the time of the IPO

YoY by Segment

197

NA

Intl

(1) Units reflect vouchers and products ordered before cancellations and refunds. (2) Active customers reflect the total number of accounts who have purchased Groupons during the trailing twelve months. (3) Spend per average active customer reflects the total gross billings generated in the trailing twelve months per average active customer over that period. (4) Active deals reflect the number of daily featured and Deal Bank deals offered on average at the end of the quarter.

1 2

3 4

Financial Summary - Consolidated

9

1Q12 3Q12 2Q12

$1,520

$559 $638

$1,355

$568

$1,287

$569

$1,218

4Q12 1Q13

$601

$1,408

Gross Billings Revenue

Gross Billings & Revenue USD, Millions

$40

$46

$25

$(13)

$21

1Q12 3Q12 2Q12 4Q12 1Q13

Operating Income (Loss) USD, Millions

+4% Y/Y

+8% Y/Y

Expense Summary - Consolidated

10

1Q13

$119

4Q12

$135

3Q12

$182

2Q12

$282

1Q12

$222

Cost of Revenue USD, Millions

1Q13 4Q12 3Q12

$50 $71

1Q12 2Q12

$88 $61

$117

Marketing USD, Millions

1Q12

$284 $288 $300 $308 $308

3Q12 1Q13 2Q12 4Q12

Selling, General & Administrative

USD, Millions Stock Compensation and Acquisition-Related USD, Millions

$30 $27 $25

2Q12 4Q12 1Q13 1Q12 3Q12

$28 $25

21% 24% 32% 44% 37% 21% 16% 12% 10% 8%

51% 53% 51% 48% 51% 5% 4% 4% 4% 5%

% of Revenue

-10%

0%

10%

20%

30%

40%

50%

60%

$(10)

$-

$10

$20

$30

$40

$50

1Q12 2Q12 3Q12 4Q12 1Q130%

10%

20%

30%

40%

50%

$-

$10

$20

$30

$40

$50

1Q12 2Q12 3Q12 4Q12 1Q13

Financial Summary – Segment

11

1Q13

$340

4Q12

$375

3Q12

$292

2Q12

$260

1Q12

$239

North America USD, Millions

Segment Operating Income and Margin

$43

1Q13

$40

$17

$39 $41

1Q12 3Q12 4Q12

$262 $263 $277 $308 $321

1Q13 4Q12 3Q12 2Q12 1Q12

$29

1Q13

$27

$(3)

$11 $10

1Q12 2Q12 3Q12 4Q12

Segment Operating Income (Loss) and Margin

+23% Y/Y

9% 9%

(1)%

4% 4%

-9% Y/Y

17% 17% 13% 12%

5%

Gross Billings and Revenue

International USD, Millions

Gross Billings and Revenue

(1) Represents segment revenue less cost of revenue and operating expenses, excluding stock-based compensation and acquisition-related expense (benefit), net, in absolute dollars and as a percentage of segment revenue.

1 1

+42% Y/Y

$681 $719

$552 $548 $554

$726 $802

$666 $738

$801

-18% Y/Y

Gross Billings Revenue Gross Billings Revenue

2Q12

0%

5%

10%

15%

20%

25%

30%

35%

40%

$-

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

1Q12 2Q12 3Q12 4Q12 1Q131Q12 2Q12 3Q12 4Q12 1Q13

Financial Summary - Category

12

$1,520

12%

59%

56%

$1,287

31% 36%

52%

$1,218

3Q12 4Q12

13% 12%

2Q12

$1,355

13%

1Q12

65%

21%

66%

23% 28%

13%

1Q13

$1,408

Gross Billings USD, Millions

Gross Profit and Gross Margin USD, Millions

1Q13

9%

2Q12 3Q12

$379 $387

22%

68%

4Q12

16%

10%

1Q12

$440 $433

9%

17%

74%

16%

9% 10%

$356

69%

23%

74% 74%

32% 27% 34%

32% 23%

Travel & Other Goods Local Gross Margin % of Billings

(1) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.

1

1

Financial Summary – Local

13

North America USD, Millions

International USD, Millions

57%

$140 $149 $123 $119

$146

$429 $413

$356

$430 $450

33%

36% 35%

28%

32%

0%

10%

20%

30%

40%

50%

60%

$-

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

1Q12 2Q12 3Q12 4Q12 1Q13

$186 $170 $140 $124 $136

$466

$423

$328

$369 $379

40% 40% 43%

34% 36%

0%

10%

20%

30%

40%

50%

60%

$-

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

1Q12 2Q12 3Q12 4Q12 1Q13

Gross Profit Billings Gross Margin % of Billings

1

(1) Local represents deals from local merchants, deals with national merchants, and through local events (i.e., GrouponLive deals). (2) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.

2

Financial Summary – Goods

14

North America USD, Millions

International USD, Millions

$18 $15 $28 $23 $12

$78 $93

$152

$241

$165

24%

16% 18%

9% 8%

0%

10%

20%

30%

40%

50%

60%

70%

80%

$(25)

$25

$75

$125

$175

$225

$275

1Q12 2Q12 3Q12 4Q12 1Q13

$53 $60 $60 $56 $47

$207 $199

$223

$301

$227

26% 30%

27%

19% 21%

0%

10%

20%

30%

40%

50%

60%

70%

80%

$-

$50

$100

$150

$200

$250

$300

$350

1Q12 2Q12 3Q12 4Q12 1Q13

Gross Profit Billings Gross Margin % of Billings 1

(1) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.

Financial Summary – Travel and Other

15

North America USD, Millions

International USD, Millions

57%

$11 $10 $9 $10 $14

$46 $43 $45

$48

$66

24% 24% 21%

20% 22%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

$-

$10

$20

$30

$40

$50

$60

$70

$80

1Q12 2Q12 3Q12 4Q12 1Q13

$31 $30 $25 $24 $24

$128

$116 $114

$132

$120

25% 26%

22%

18% 20%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

$-

$20

$40

$60

$80

$100

$120

$140

1Q12 2Q12 3Q12 4Q12 1Q13

Gross Profit Billings Gross Margin % of Billings (1) Gross margin is defined as gross profit as a percent of gross billings in order to eliminate the differences in gross versus net presentation of revenue.

1

Financial Summary – Cash Flow

16

Operating Cash Flow (TTM) USD, Millions

Free Cash Flow (TTM) USD, Millions

57% 2

$310 $330

$300

$171

$95

$(25)

$25

$75

$125

$175

$225

$275

$325

$375

$425

1Q12 2Q12 3Q12 4Q12 1Q13(1) TTM represents the trailing twelve month period. (2) Free cash flow is a non-GAAP financial measure. See appendix for a reconciliation to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities.”

$356

$393 $370

$267

$192

$(25)

$25

$75

$125

$175

$225

$275

$325

$375

$425

1Q12 2Q12 3Q12 4Q12 1Q13

1

Other Financial Highlights

17

($ millions) 12/31/11

GAAP EPS $(0.01)

EPS excluding stock-based compensation and acquisition-related expense, net

$0.03

Operating Cash Flow $9M

Operating Cash Flow TTM $192M

Free Cash Flow $(6)M

Free Cash Flow TTM $95M

Cash and Cash Equivalents

$1,166M

1Q 2013

(1) Earnings per share excluding stock-based compensation and acquisition-related expense, net is a non-GAAP financial measure. See appendix for a reconciliation to the most comparable U.S. GAAP financial measure, “Net loss per share.”

(2) Free cash flow is a non-GAAP financial measure. See appendix for a reconciliation to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities.”

1

2

2

Appendix

18

Non–GAAP Reconciliation EPS excluding Stock-Based Compensation and Acquisition-Related Expense, net (in thousands, except share and per share amounts)

19

Three Months Ended March 31, 2013

Net loss attributable to common stockholders $(3,922)

Stock-based compensation 29,907

Acquisition-related expense, net 68

Income tax effect of adjustments (9,113)

Net income attributable to common stockholders, excluding stock-based compensation and acquisition-related expense, net

$16,870

Diluted shares 658,800,417

Incremental diluted shares (1) 12,175,734

Adjusted diluted shares 670,976,151

Diluted net loss per share $(0.01)

Impact of stock-based compensation and acquisition-related expense, net and the related income tax effects

0.04

Diluted earnings per share, excluding stock-based compensation and acquisition-related expense, net

$0.03

The following is a reconciliation of earnings per share excluding stock-based compensation and acquisition-related expense, net to the most comparable U.S. GAAP financial measure, “Net loss per share”:

(1) Outstanding equity awards are not reflected in the diluted loss per share calculation for the three months ended March 31, 2013 because the effect would be antidilutive. However, those awards have been reflected in the calculation of diluted earnings per share excluding stock-based compensation and acquisition-related expense, net for the three months ended March 31, 2013 because they have a dilutive effect on that calculation.

Non–GAAP Reconciliation Free Cash Flow (in thousands, except share and per share amounts)

20

Three Months Ended March 31, 2013

Net cash provided by operating activities $8,760

Purchases of property and equipment and capitalized software (14,468)

Free Cash Flow $(5,708)

The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities”:

1Q12 2Q12 3Q12 4Q12 1Q13

Net cash provided by operating activities (TTM) $356,221 $392,517 $370,194 $266,834 $191,880

Purchases of property and equipment and capitalized software (TTM) (45,932) (62,401) (69,778) (95,836) (97,221)

Free Cash Flow (TTM) $310,289 $330,116 $300,406 $170,998 $94,659

The following is a reconciliation of free cash flow (TTM) to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities (TTM)”: