Despegar Mergers and Acquisitions Presentation Deck

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Consumer

Published

June 2020

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#1#2DESPEGAR Disclaimer This presentation includes forward-looking statements. We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business and our market. Many important factors could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including (among others): political, social and macroeconomic conditions in Latin America; currency exchange rates and inflation; current competition and the emergence of new market participants in our industry; government regulation; our expectations regarding the continued growth of internet usage and e-commerce in Latin America; failure to maintain and enhance our brand recognition; our ability to maintain and expand our supplier relationships; our reliance on technology; the growth in the usage of mobile devices and our ability to successfully monetize this usage; our ability to attract, train and retain executives and other qualified employees; and our ability to successfully implement our growth strategies. We operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this presentation. In particular, the ongoing COVID- 19 pandemic, and governments' extraordinary measures to limit the spread of the virus, are disrupting the global economy and the travel industry, and consequently adversely affecting our business, results of operation and cash flows. As conditions are recent, uncertain and changing rapidly, it is difficult to predict the full extent of the impact that the pandemic will have. The words "believe," "may," "should," "aim," "estimate," "continue," "anticipate," "intend," "will," "expect" and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, capital expenditures, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or to revise any forward-looking statements after the date of this presentation because of new information, future events or other factors, except as required by law. In light of the risks and uncertainties described above, the future events and circumstances discussed in this presentation might not occur or come into existence and forward-looking statements are thus not guarantees of future performance. This presentation includes industry, market and competitive position data and forecasts that we have derived from publicly available information, independent consultant reports, industry publications, official government information, other third-party sources and our internal data and estimates. The inclusion of market estimations in this presentation is based upon information obtained from third-party sources and our understanding of industry conditions. Although we believe that this information is reliable, the information has not been independently verified by us.Trademarks and service marks appearing in this presentation are the property of their respective holders. Information in this presentation relating to Best Day has been provided by Best Day. Although we have undertaken due diligence in connection with our acquisition, we cannot assure you that figures regarding Best Day are accurate. 2#3DESPEGAR New deal conditions allow Despegar to preserve liquidity No cash disbursement at closing Enterprise Value ¹ & Ownership Acquired Payment Terms Board and Key Executives Expected Closing Original Purchase & Sale Agreement $136 M 100% ownership 1st Payment -65% @ Closing 2nd Payment - 6.3% @ 24 months after Closing 3rd Payment - 28.7% @ 36 months after Closing Continuity of the CEO and Key Executives Current Board President will continue as Member of the Board of Best Day Closing expected during 1H20, subject to customary closing conditions, including approval of relevant antitrust authorities Revised Terms Purchase & Sale Agreement Base consideration $56.5 M Additional earnout from $0 to $20 M 100% ownership Zero disbursement at closing 100% of Purchase Price to be paid @ 36 months Earnout (if any) to be paid @ 48 months No changes Closing expected in 3020, subject to customary closing conditions, including approval of relevant antitrust authorities 1: The Purchase price will be adjusted for net indebtedness and working capital, as of the closing date, which will be set in U.S. dollars and payable 36 months following the closing date. 3#4#5Best Day Acquisition Review 70% of Sales Online and 95% of Revenues From Hotels, Packages and Other Travel Products Best 2019 Figures Day B2C Focus 2/3 of revenues B2B 1/3 of revenues Revenue: U$S 140 million EBITDA: U$S 8 million Cross-platform Travel Agency Online channel in Mexico, Argentina, USA, Colombia, Brazil, and Chile In-house owned and operated call center Asset-light Offline channel with approx. 200 Kiosks in MX In-destination services for Best Day and other customers Presence in Mexico & Dominican Republic Top sellers in Cancun / Riviera Maya Partnerships with more than 140 travel companies (mainly USA & CAN) White labels for major travel vendors and Strategic Partnerships Customizes and manages the online platform and booking systems of its partners More than 70 partnerships with key players in the market (airlines, hotels, retails stores, banks) Hotel Wholesaler Aggregator Leader in Mexico, Top 3 in Latam, +20 years experience REMINDER ● BestDay Strong Brand High Brand Recognition in Mexico Deep Local Understanding 35 years of Experience with unique insight into Mexico as destination Significant Scale Consolidates over 6m customers annually Win-Win Value Proposition Increases inventory in higher value add products, while introducing In Destination Services business All financial and operating data is for 2019. Due to COVID-19, the 2019 financial and operating data is not indicative of future performance. Like other companies in the travel and hospitality business, Best Day has suffered a substantial decline in bookings and revenues as a result of COVID-19. No assurances can be given as to the timing of any recovery or as to the levels that will be achieved in any recovery. 01 5#6DESPEGAR Strategic Fit Geographical footprint Considerable increase of Despegar's presence in key market Mexico adding the #2 player in brand awareness among travel agencies Unique Core Competencies 70% of sales online and 95% of Revenues from Hotels, Packages and Other travel Products New Capabilities Enhancing our value proposition to customers with In Destination Services Expanding on our B2B business by stepping up on both Partners and Products. ● Poten Potential Synergies REMINDER Enhance B2C vertical profitability by leveraging on Despegar's operational expertise and superior IT product, Marketing expertise and Regional travel content. 6

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