Groupon, Inc. (GRPN): Nasdaq/NYSE listing notice — Groupon notifies Nasdaq of audit committee non-compliance; cure period until June 2024

June 21, 2023, Groupon, Inc. (“Groupon” or the “Company”) notified the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Listing Rule”), but that it intends to regain compliance within the cure period provided by section (c)(4)(B) of the Listing Rule. The Listing Rule requires the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company to be composed of at least three members, each of whom must meet independence requirements under the Nas

Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2023 The appointment of Deloitte & Touche LLP as Groupon’s independent registered public accounting firm for the 2023 fiscal year was ratified with the following vote: For Against Abstentions 21,768,027 79,300 464,764

Amendment of the Groupon, Inc. 2011 Incentive Plan (the “A&R 2011 Incentive Plan”) to Allow for the Vesting and Exercise of the Senkypl Options A proposal to approve an amendment of the A&R 2011 Incentive Plan to allow for the vesting and exercise of the Senkypl Options (as defined in the proxy statement) prior to the first anniversary of the grant date of such options was approved with the following vote: For Against Abstentions Broker Non-Votes 14,877,292 1,075,567 57,066 6,302,166

Election of Directors Groupon's five director nominees were elected to the Board and will serve as directors until Groupon's next annual meeting of stockholders or until their respective successors are elected and qualified. The directors were elected with the following vote: For Withheld Broker Non-Vote Dusan Senkypl 15,686,038 323,887 6,302,166 Jan Barta 15,699,098 310,827 6,302,166 Robert Bass 15,142,058 867,867 6,302,166 Eric Lefkofsky 13,685,033 2,324,892 6,302,166 Theodore Leonsis 13,549,624 2,460,301 6,302,166

Advisory Approval of Groupon's Named Executive Officer Compensation A proposal to conduct an advisory non-binding resolution approving the compensation of Groupon’s named executive officers, as disclosed in the proxy statement was approved with the following vote: For Against Abstentions Broker Non-Votes 13,259,512 2,686,538 63,875 6,302,166

Amendment of the A&R 2011 Incentive Plan to Increase the Number of Authorized Shares Thereunder A proposal to approve a separate amendment to the A&R 2011 Incentive Plan to increase the number of authorized shares thereunder was approved with the following vote: For Against Abstentions Broker Non-Votes 13,638,094 2,322,297 49,534 6,302,166