Software that empowers local Takeaway Restaurants

Nasdaq First North Growth Market is a registered SME growth market, in accordance with the Directive on Markets inFinancial Instruments (EU 2014/65) as implemented in the national legislation of Denmark, Finland and Sweden, operated byan exchange within the Nasdaq group. Issuers on Nasdaq First North Growth Market are not subject to all the same rules asissuers on a regulated main market, as defined in EU legislation (as implemented in national law). Instead, they are subject toa less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in an issuer on NasdaqFirst North Growth Market may therefore be higher than investing in an issuer on the main market. All issuers with sharesadmitted to trading on Nasdaq First North Growth Market have a Certified Adviser who monitors that the rules are followed.The respective Nasdaq exchange approves the application for admission to trading.

FINANCIAL AND CERTIFIED ADVISER SELLING AGENT

Software that empowers local Takeaway Restaurants

Online Ordering, Payment and Marketing solution

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Company Description – OrderYOYO A/S | 2

OrderYOYO A/S (the “Company” or “OrderYOYO”) is a Danish public limited liability company incorporated under the laws of the Kingdom of Denmark with company registration number CVR 36704608.

Initial Public Offering of 4,367,647 Offer SharesOffer price: DKK 13.60 per Offer Share

This Company Description (the “Company Description”) has been prepared in connection with an application for admissionto trading of the Company’s existing shares (the “Existing Shares”) and an initial public offering (the “Offering”) of 4,367,647new shares (“Offer Shares”) of nominally DKK 0.01 each. The offer price for an Offer Share corresponds to DKK 13.60 (the“Offer Price”) and the gross proceeds from the Offering will be DKK 59.4m. Prior to the first day of trading, the registeredshare capital of the Company will be nominal DKK 480,095.10 and consist of 48,009,510 Existing Shares of nominally DKK0.01 each, all of which are fully paid. The Company has one share class at the first day of trading.

If the Offer Shares are not fully subscribed for during the subscription period, the Offering will not be completed. TheOffering is not guaranteed, but prior to publication of this Company Description, the Company has obtained subscriptionundertakings for a total amount of DKK 37.5m from pre-subscribers (the “Pre-subscribers”). Pre-subscribers will beallocated the full amount of subscribed shares in connection with the allocation of Offer Shares. The Company has prior tothe Offering carried out a Private Placement (the “Private Placement”) of DKK 20m to certain Private Placement Investors(the “Private Placement Investors”) for a total of 1,470,588 Private Placement Shares (the “Private Placement Shares”) at aprice per share equal to the Offer Price of DKK 13.60 per share. The gross proceeds from the Offering and the PrivatePlacement are DKK 79.4m corresponding to a total of 5,838,235 Shares. The Existing Shares, Offer Shares and PrivatePlacement Shares are jointly referred to as (the “Shares”) in the Company. In connection with the Offering and the PrivatePlacement, two existing shareholders have sold 1,838,235 Existing Shares corresponding to a value of DKK 25m. For moreinformation regarding the sale of Existing Shares please refer to section 10.3 Sale of existing shares.

The Offer Price is fixed. The offer period (the “Offer Period”) is expected to begin on June 11, 2021 and end on June 24, 2021.The Offer Shares will be delivered electronically against payment under temporary ISIN code DK0061553914 to investors’accounts with VP Securities A/S (“VP Securities”). The temporary ISIN will not be applied for trading on Nasdaq First NorthGrowth Market Denmark but will only be registered in VP Securities for the purpose of subscribing for new shares. Thetemporary ISIN code will be merged with the permanent ISIN code DK0061553831. It is expected that delivery against cashpayment of the Offer Shares will take place on or around June 30, 2021 (the “Closing Date”).

Prior to the Offering, the Shares have not been publicly traded. The Company has applied for admission to trading for allShares on Nasdaq First North Growth Market Denmark (“First North”) under the ticker YOYO. First day of trading is expectedto be on July 2, 2021. The Offer Shares will have the same rights as the Existing Shares and will rank pari passu in everyrespect.

Investing in the Offer Shares involves significant risks. Potential investors are advised to seek independent advice on legal,financial, accounting and tax matters that apply to the individual investor before deciding to invest in the Offering. Referenceis made to section 4 Risk factors for a review of the risk factors that could have an impact on potential investors’ investmentin the Offering.

The distribution of this Company Description is only intended to be for the use by investors in Denmark. The distribution ofthis Company Description is, in certain jurisdictions, restricted by law and this Company Description may not be used for thepurpose of, or in connection with, any offer or solicitation to anyone in any jurisdiction in which such offer or solicitation isnot authorized or to any person to whom it is unlawful to make such offer or solicitation. This Company Description does notconstitute an offer of or an invitation to subscribe for Offer Shares in any jurisdiction in which such offer or invitation wouldbe unlawful. Persons into whose possession this Company Description comes shall inform themselves of and observe allsuch restrictions. The Company does not accept any legal responsibility for any violation by any person, of any suchrestrictions.

Certified Adviser

This Company Description is dated June 11, 2021

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TABLE OF CONTENTS1 Liability Statement 4

2 Key information about the Company 5

3 Certain information about the Company Description 11

4 Risk factors 14

5 Industry overview 21

6 Company overview 30

7 Solution overview 42

8 Expectations for the Future 48

9 Corporate Governance 51

10 Current share capital and ownership structure 64

11 Selected financial information 69

12 Comments on selected financial information 72

13 Capitalization, indebtedness and working capital 74

14 Legal consideration and supplementary information 75

15 Information concerning the Offer Shares 79

16 Terms and conditions of the Offering 81

17 Glossary 86

18 Subscription form 88

19 Articles of association 90

20 Addresses 95

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1.1 LIABILITY STATEMENT FROM THE BOARD OF DIRECTORS AND CEO

We declare that, to the best of our knowledge, the information provided in this Company Description isaccurate and that, to the best of our knowledge, this Company Description is not subject to anyomissions that may serve to distort the picture this Company Description is to provide, and that allrelevant information in the minutes of Board meetings, auditors’ records and other internal documents isincluded in this Company Description.

Copenhagen, June 11, 2021

1. Liability Statement

Board of Directors of OrderYOYO A/S

Ulla Brockenhuus-SchackBoard member

Preben DamgaardNielsen

Board member

Jesper JohansenChairman

Theis Regner RiberSøndergaardBoard member

See end of document for digital signatures from the Board of Directors & Executive Management

Liability Statement

Jacob Christian BrattingPedersen

Board member

Executive Management of OrderYOYO A/S

Søren GammelgaardCEO

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2. Key information about the Company

Strong ARR growth 2018A - 2023F (mDKK)

The market for online takeaway food hasincreased significantly in recent years, and todayonline ordering has become the preferredordering-channel among end-users.

OrderYOYO has been on a significant growthtrajectory over the past years and has anambitious strategic plan to accelerate thegrowth even further in existing (Denmark, UKand Ireland) and new markets. OrderYOYO thustaps into a significant online takeaway marketwith a European market size addressable forOrderYOYO of DKK +50bn.

Key information about the Company

VisionBe the preferred digital

business partner for local takeaway

restaurants

MissionInspire and empower

local takeaway restaurants to engage

with end-users

OrderYOYO’s Vision and Mission

3045

104125-135

175-200

275 - 300

18A 19A 20A 21B 22F 23F

2.1 BACKGROUND

OrderYOYO is a leading European onlineordering, payment and marketing softwaresolution provider. OrderYOYO’s solution isoffered as Software-as-a-Service (SaaS) andenables small independent takeawayrestaurants to build their own-branded onlinepresence. This helps takeaway restaurants driveonline takeaway orders through their owntailored software solution in the individualtakeaway restaurant’s own brand and name.OrderYOYO offers an integrated end-to-endsoftware solution that includes a brandedwebsite and mobile app, order, payment andmenu management systems, businessintelligence and user data analytics, Googleoptimization, social media promotion tools,email marketing and B2B customer support.

Founded in 2015, OrderYOYO is on a mission toinspire and empower local takeawayrestaurants to engage directly with their end-users by being their preferred digital businesspartner.

OrderYOYO currently supports over 4,000restaurants in Denmark, UK and Ireland, helpingthem fulfill more than 500,000 orders a monthas of March 2021. OrderYOYO is one of thefastest-growing businesses in Europe, increasingrevenue over 80% YoY since 2018 and reachingDKK 113m ARR March 2021 run-rate with a GMVrun rate of DKK 1.3bn as of March 2021, whilemaintaining profitability.

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It is OrderYOYO’s ambition to reinforce itsmarket-leading position and expects an end-user run-rate revenue of DKK 3.7-4.0bn and arun-rate ARR of DKK 275-300m as of December2023. OrderYOYO employs more than 140employees in the three markets Denmark, UKand Ireland with offices in each market. With~57% of ARR coming from the largest Europeantakeaway market (UK), OrderYOYO is well-positioned to execute on its ambitions.


Burger Palace

Burgerpalace.dk Food portal

Burgerpalace.dk White-label solution powered by OrderYOYO

Food portal

Own branded website and appFull suite optimized online ordering and

marketing capabilities to brand and promote restaurant to own end-users

Food PortalListing of restaurant on food portal

1Consumer/end-user searches on Google for “Burger Palace”

2Consumer chooses between Burger Palace’s own website or a food portal

OrderYOYO’s white-label online ordering, payment and marketing software solution including branded website and app enables Restaurants Partners to execute all transactions directly with end-users

Headcounts split by unit (March 2021)

143

110

23

Commercial

TechnologyOther

14-35%Commisison to

Food Portal

5-9%Commission to

OrderYOYO

The continued growth journey will be led byOrderYOYO’s experienced Management Teamwith extensive knowledge in the software andtakeaway industry and the board of directorsconsisting of partners from Vækstfonden, SeedCapital and Damgaard Company.

2.2 REASONS FOR THE OFFERING

Over the past five years, OrderYOYO hasinvested more than DKK 100m in creating amarket-leading position within the market forwhite-label online ordering, payment andmarketing software solutions for the takeawayrestaurant industry. With more than 4,000Restaurant Partners, OrderYOYO handles morethan 500,000 orders per month in the coremarkets Denmark, UK and Ireland.

OrderYOYO generates a healthy operatingprofit, however, the market opportunity isdeemed so attractive that the Company seeks toincrease the investments in building an evenstronger market-leading position in Europe andto invest even further in the development of thenext generation white-label online ordering,payment and marketing software solution fortakeaway restaurants.

OrderYOYO ensures that each Restaurant Partner has a successful and optimized online marketing strategy,

including Google optimization

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Own your businessGoogle is your new street address, and

your website is your new storefront

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The primary reasons behind the Offering are toboost the growth and internationalizationstrategy, especially through investments withinthree key areas; (i) invest in sales and marketingactivities in existing markets, (ii) invest in marketentry in new selected European markets, (iii),invest in product development to furtherenhance functionalities and to continuouslydeliver state-of-the-art solutions to empowerlocal takeaway restaurants to engage with theirown loyal end-users.

2.3 USE OF PROCEEDS

The DKK 79.4m gross proceeds from theOffering and the Private Placement will be usedto further expand OrderYOYO’s market-leadingsolution. From the gross proceeds, 88% will beallocated to operational investments. Theoperational proceeds will be allocated asfollows.

Investments in sales and marketing inexisting markets (35%)

Investments in market entry in new selectedEuropean markets (33%)

Investments in product development (20%)

The remaining 12% of the gross proceeds areallocated to IPO costs, which covers items suchas advisor fees, VAT, taxes, etc.

2.3.1 Invest in sales and marketing inexisting markets

OrderYOYO serves more than 4,000 RestaurantPartners with white-label online ordering,payment and marketing software solutions inDenmark, UK and Ireland.


Even though this corresponds to a market-leading position in these markets, the Companyhas, especially in the UK market – the largesttakeaway market in Europe – a significantopportunity for further growth.

OrderYOYO has identified more than 27,000restaurants within OrderYOYO’s core RestaurantPartner segment in UK. Currently, OrderYOYOserves approximately 10% of these RestaurantPartners.

In addition, increased investments in existingRestaurant Partners through enhanced sales,account management, marketing specialists andsystems will be an integral part of realizingOrderYOYO’s growth potential.

OrderYOYO expects to allocate 35% of the grossproceeds to invest in sales and marketing inexisting markets.

2.3.2 Invest in market entry in newselected European markets

OrderYOYO’s internationalization strategy is tofocus and gain market leadership in selectedcountries through operational excellence ratherthan a defocused entry strategy into numerouscountries. In the period from 2022 to 2023,Germany and Sweden are the two main marketsidentified and deemed attractive forOrderYOYO.

In total, Germany and Sweden hold a potentialof more than 25,000 takeaway restaurants inOrderYOYO’s key segment. Attractiveness ofnew markets is based on market size, onlinefood ordering penetration and access to localtalent.

OrderYOYO expects to allocate 33% of the grossproceeds to invest in market entry in newselected European markets.

March 2015Founded

May 2016477 active Restaurant Partners

+110k completed orders

July 2017+1,000 active Restaurant Partners

+770k completed orders

March 2019+3,000 active Restaurant Partners

+3.9m completed orders

March 2021+4,000 active Restaurant Partners

+13.4m completed orders

OrderYOYO has experienced strong growth since the foundation in 2015

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2.3.3 Invest in product development

OrderYOYO’s mission is to inspire and empowerlocal takeaway restaurants to engage with theirend-users.

OrderYOYO’s product offering will continuouslybe developed to ensure that the softwaresolutions offered to the Restaurant Partners arebest-in-class.

OrderYOYO expects to allocate 20% of the grossproceeds to invest in product development tofurther enhance functionalities and tocontinuously deliver state-of-the art solutions.

2.4 CORPORATE STRUCTURE

OrderYOYO A/S fully owns the subsidiariesOrderYOYO Ltd. (UK), OrderYOYO Ireland Ltd.(Ireland) and OrderYOYO Deutschland GmbH(Germany). There are no current activities inGermany.

Corporate structure OrderYOYO A/S


OrderYOYO A/SDenmark

100%OrderYOYO Ltd.

100%OrderYOYOIreland Ltd.

100%OrderYOYO

Deutschland GmbHPe

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We are entering a new decade of celebrating Local Takeaway Heroes

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3. Certain information about the Company Description

This Company Description has been drawn upunder the responsibility of the Issuer and hasbeen reviewed by Nasdaq.

3.1 APPLICABLE LEGISLATION

This Company Description has been preparedfor the Offering in compliance with the rulesand requirements of Nasdaq First North GrowthMarket, dated September 1, 2019. As the capitalraise with the Offering amounts to less thanEUR 8m, there is no requirement to prepare aProspectus in accordance with the ConsolidatedAct no. 1767 of November 27, 2020 on CapitalMarkets, as amended (the “Danish CapitalMarkets Act”). In addition, the Private Placementof Private Placement Shares is exempted fromrequirement to prepare a Prospectus based onthe exemption in article 1(4),(b) in theprospectus regulation (Regulation (EU)2017/1129 of the European Parliament and ofthe Council of 14 June 2017 on the prospectusto be published when securities are offered tothe public or admitted to trading on a regulatedmarket). The sale of Existing Shares prior to theOffering is exempted from requirement toprepare a prospectus based on the exemptionin article 1(4),(d) of the same regulation. TheCompany Description is available onOrderYOYO’s website (www.orderyoyo.com)

3.2 LANGUAGE

This Company Description has been prepared inthe English language only.

3.3 DISTRIBUTION

The distribution of this Company Description isonly intended to be for the use by and is onlydirected at investors in Denmark. Thedistribution of this Company Description may berestricted by law in certain jurisdictions. ThisCompany Description may not be used for thepurpose of, or in connection with, any offer orsolicitation to anyone in any jurisdiction in whichsuch offer or solicitation is unlawful.

This Company Description does not constitutean offer or an invitation to subscribe for OfferShares in any jurisdiction in which such offer orinvitation would be unlawful. The Companydoes not accept any legal responsibility for anyviolation by any person, subject to suchrestrictions. No action has been taken, or will betaken, by the Company to allow a public offeringin any country other than Denmark.

Neither the Existing Shares, Private PlacementShares nor the Offer Shares have been, or willbe, registered under the United States SecuritiesAct of 1933, as amended (“Securities Act”). TheShares may not be offered or sold, directly orindirectly, in or into the United States or topersons residing there. Moreover, the Offeringis not made to persons resident in Australia,Hong Kong, Japan, Canada, New Zealand, SouthAfrica, Switzerland, or Singapore or to personswhose participation would require thepublication of a prospectus, registration orother measures. Any application to subscribefor the Offer Shares in violation of theserestrictions may be void.

Persons who receive copies of the CompanyDescription are required to inform themselvesabout, and comply with, such restrictions. Anyfailure to comply with the restrictions describedmay result in a violation of securitiesregulations.

3.4 FORWARD-LOOKING STATEMENTS

The Company Description contains certainforward-looking statements based on thecurrent views and expectations by the Board ofDirectors and the Executive Management, aswell as assumptions made by the Board ofDirectors and the Executive Management, whichmay constitute statements regarding the future.

Certain information about the Company Description

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These statements regarding the future events,financial results, operational performance,business strategy and the plans and objectivesof the Board of Directors, and ExecutiveManagement can generally be identified byterminology such as “believes”, “expects”,“targets”, “aims”, “intends”, “plans”, “seeks”,“will”, “anticipates”, “would”, “could”, “estimates”or similar expressions or the negatives thereof.

Forward-looking information does notconstitute a guarantee of future results orperformance. Such statements regarding thefuture involve known and unknown risks,uncertainties and other important factors thatcould cause the actual result, performance orachievements to differ materially from anyfuture results, performance or achievementsexpressed or implied by such statementsregarding the future. Factors that could causethe Company's future results or performance todiffer from what is expressed in the forward-looking statements include, but are not limitedto, those described in the section “Risk Factors”.If one or more of the risk factors described inthis Company Description materializes, it mayhave a material adverse effect on theCompany's business, position, results ofoperations or objectives.

In addition, even if the Company's result ofoperations, financial position and cash flows,and the development of the industry in which itoperates, are consistent with the forward-looking statements contained in this CompanyDescription, those results or developments maynot be indicative of results or developments insubsequent periods.

Forward-looking statements in this CompanyDescription apply only in respect of theCompany Description Date. The Company doesnot intend or assume any obligation to updateany statements regarding the future containedin this Company Description, except as may berequired by law or the rules of First NorthGrowth Market. All subsequent written and oralstatements regarding the future attributable tothe Company or persons acting on its behalf areexpressly qualified in their entirety by thecautionary statements referred to above andcontained in this Company Description.

3.5 MARKET AND INDUSTRY INFORMATION

This Company Description contains historicalmarket data and industry forecasts, includinginformation related to the size of the markets, inwhich the Company operates.

This information is primarily based on internalreports which have been prepared by externalconsulting firms on behalf of the Company. Theinternal reports are based on different sources,including companies providing businessintelligence products and services, literature,market reports, company websites and otherpublicly available information such as NPDGroup, Statistics Denmark, MCA, andEuromonitor as well as the Company’sknowledge of the markets.

Professional data suppliers state sources ofhistorical data and aggregated by methodsbelieved to be reliable, but that they do notguarantee the accuracy and completeness ofthis information.

Similarly, market research, while believed to bereliable, have not been independently verifiedby the Company and the Company does notguarantee the historical information is accurate.

Market statistics are inherently subject touncertainty and are not necessarily reflective ofactual market conditions. Such statistics arebased on market research, which itself is basedon sampling and subjective judgements by boththe researchers and the respondents, includingjudgements about what type of products andtransaction should be included in the relevantmarket or market segment definitions.

The Company makes no representation as tothe accuracy of such information that wasextracted or derived from these externalsources. Thus, any development in theCompany's activities may deviate from themarket developments stated in this CompanyDescription. The Company does not assume anyobligation to update such information. As aresult, prospective investors should be awarethat market information and industry forecastsfrom third parties, including informationregarding the size of the markets in which theCompany operates, in this Company Description(and projections, assumptions and estimatesbased on such information) may not be reliableindicators of the Company's future performanceand the future performance of the industry inwhich it operates. Such indicators arenecessarily subject to a high degree ofuncertainty and risk due to the limitationsdescribed above and to a variety of otherfactors, including those described under "RiskFactors“, included elsewhere in this CompanyDescription.


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The Company confirms that information fromthird parties have been accurately cited andreproduced. To the best of the Company’sknowledge and belief the information publishedby such third parties, no facts have beenomitted which would render the informationprovided inaccurate or misleading.

3.6 COMPANY VIEWS AND OPINIONS

This Company Description makes use of anarray of sources to provide transparency andinformation to the investor and/or reader. If nosource of information is stated, the informationand views are from the Company itself.


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4. Risk factors

4.1 INTRODUCTION

Investing in the Company's shares involves ahigh degree of financial risk. Prospectiveinvestors should carefully consider allinformation included in this CompanyDescription, including the risks described below,before they decide to invest in the Company.This section addresses both general risksassociated with the industry in which theCompany operates, and the specific risksassociated with its business. If any such riskswere to materialize, the Company's business,results of operations, cash flows, financialposition and/or prospects could be materiallyand adversely affected, resulting in a decline inthe value of the Shares and a loss of part or allof the prospective investor's investment.Further, this section describes certain risksrelating to the Offering and the Shares whichcould also adversely impact the value of theShares. It is advised that prospective investorsseek independent advice on legal, financial,accounting and tax matters that apply to theindividual investor before deciding to participatein the Offering. With respect to forward-lookingstatements that involve risks and uncertainties,please refer to section 3.4 Forward-lookingstatements.

The risks and uncertainties discussed below arethose that the Management currently views asmaterial in terms of the Company, but theserisks and uncertainties are not the only onesthat it faces. Additional risks and uncertainties,including risks that are not known to theCompany at present or that the Managementcurrently deems immaterial, may also arise orbecome material in the future, which could,individually or in the aggregate, have materiallyand adversely effect on the Company'sbusiness, results of operations, cash flows,financial position and/or prospects resulting in adecline in the value of the Shares and a loss ofpart or all the prospective investor's investment.

The most material risks, as currently assessedby the Management, considering the expectedmagnitude of their negative impact on theCompany and the Company's business are setout first in each category of risk factors below:

4.2 BUSINESS MODEL RISKS

4.2.1 Geographical risk

OrderYOYO is currently active in Denmark, UKand Ireland. It is the ambition to expand thebusiness to other geographical markets such as- but not limited to - Germany and Sweden inthe coming years. The business model of theCompany is not a "one-fits-all-model". Every newgeographical market has its own characteristics,to which the Company will need to adjust itsbusiness model in order to become successfulin the new market.

If the Company is unable to fully execute on theopportunities of a new geographical marketand/or unable to adjust its business model to fitthe new market, or if the Company fails toallocate sufficient resources both financially, interms of time and staff with relevant localinsight, there is a risk that the marketpenetration will not be sufficiently deep for theexpansion to become successful. Managementdeems the risk to be high with a mediumprobability to occur.

Risk factors

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4.2.2 Segment risk

OrderYOYO’s software solution is specificallytailored to the segment of smaller independenttakeaway restaurants.

This type of takeaway restaurant has a limitednumber of resources available to manage adigital solution as well as to handle regulatoryrequirements such as requirements forhandling of personal data and for utilizingonline marketing tools efficiently.

The focus on this segment demands largeinvestments into operations and ongoingengagement and dialogue with the individualRestaurant Partners. This demands a focusedexecution by OrderYOYO to remain operatingprofitable while maintaining and growing thecustomer base. There is a risk that the Companymay lose Restaurant Partners, if the Companyfails to satisfy the needs and expectations forsupport and assistance to the individualRestaurant Partner, while at the same timegrowing the customer base.

Equally, there is a risk that serving the individualRestaurant Partners may take up too manyindividual resources at the Company impactingthe profitability of the customer relationship.Management deems the risk to be high with alow probability to occur.

4.2.3 Customer lifetime may be lowerthan expected

The business model of OrderYOYO isdependent on revenue from a large base ofsmaller customers. For each customer a whitelabel solution is developed. If the customerlifetime is shorter than expected the profitabilityof a customer relationship will decrease due tothe onboarding costs of each customer.

Customers of the Company are constantlytargeted by various players in the marketoffering different types of digital solutions. Dueto the size and characteristics of the individualtakeaway restaurants they may not always bewell-positioned to fully distinguish between thedifferent types of digital solutions offered tothem and the commercial benefit of suchsolutions. Even though the Company offers aquality solution targeted at the individualtakeaway restaurant at a competitive price, thismay lead to increased customer mobility andlower customer loyalty. Management considersthis risk to be low with a medium probability tooccur.

4.3 INDUSTRY RISKS

4.3.1 Competition

OrderYOYO's core activity consists of theprovision, development, operation and supportof a white label online ordering, payment andmarketing software solution including abranded website and mobile app.

OrderYOYO holds a market leading position inthe market for white label solutions in Europewith presence in Denmark, UK and Ireland.Although OrderYOYO is well established in thesemarkets, OrderYOYO may lose its competitiveposition to existing players in the same segmentor to new players entering the same segment.Such new players may be new companies withsimilar characteristics as the Company itself orexisting industry players such as food portals orother providers of software not active in thesegment today.

Management assesses that the risk ofcompetition is highest from upcoming newplayers with characteristics like the Companyitself as well as from existing software providersboth within the segment currently, or who mayenter into the segment. The risk of competitionfrom food portals is assessed to be lower, as thefood portals' business model is deemeddifferent than OrderYOYO’s.

The white-label solution offered by OrderYOYOprovides the restaurants with an opportunity forcontrolling their own digital brand identity, end-user data and customize their marketing effortsat considerably lower commissions than theones paid to food portals. The solution targetsthe individual takeaway restaurant, whereas thefood portals' focus is on the end-user withaggregation of several restaurants into theportal.

Due to the difference in business modelsincluding the level of commissions paid to thefood portals by the restaurants, Managementconsiders the risk for the food portals enteringthe same segment as the Company to be lowerthan for other types of competitors such as theones mentioned above.

Overall, Management considers this risk to bemedium with a medium probability to occur.

Risk factors

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4.3.2 Execution risk

OrderYOYO has grown rapidly over a relativelyshort period of time with a significant growth ofits customer base. The rapid growth may lead toan increased risk that the Company will not beable to onboard and educate employees fastenough and with sufficient quality to serve theRestaurant Partners with the necessary speedand level of competence that the RestaurantPartners expect.

This may lead to unsatisfied customers or lossof customers. By remaining operatingprofitable, OrderYOYO has the financial meansavailable to act agile as required by thesituation. However, although Management payshigh attention to constantly ensuring sufficientstaffing and sufficient education of staff tosupport the increased business, some riskremains. Management considers this risk to bemedium with a medium probability to occur.

4.3.3 Market development

There are no guarantees that the market willdevelop as expected, or that OrderYOYO willbenefit significantly from any marketadvancements.

The market for online takeaway orders hasincreased significantly in recent years. Theoutbreak of the COVID 19-pandemic hasresulted in a surge in online takeaway ordersaccelerating the growth even further. Inaddition, the independent takeaway market hasin general shown strong resilience againsteconomic downturns. Nonetheless, there is arisk that once the global pandemic is undercontrol and the countries in which OrderYOYOoperates return to normal, the level of businessfor online food services may either decreasecompared to 2020 and 2021, stabilize or mayincrease at a slower pace.

In the event of negative market developmentsregardless of reason, adverse effects could beimposed on OrderYOYO’s business, earningsand financial position. Management considersthis risk to be medium with a mediumprobability to occur.

4.3.4 Product development

OrderYOYO has a clear product developmentroadmap. However, despite thoroughcommercial and financial pre-analysis,OrderYOYO cannot be certain that all current orexpected development projects will materializeinto increased sales or improved profitability.Management considers this risk to be low with alow probability to occur.

4.3.5 Regulatory risk

As all other global companies, OrderYOYO issubject to numerous laws, regulations and rulesincluding in respect of data protection,compliance and consumer protection.

Changes to existing laws, regulations and rules,or introduction of new ones, may have anegative (or positive) impact on the Company'sability to provide its services and may requirefurther investments or result in increased coststo be compliant.

As part of its business model, OrderYOYO actsas commercial agent for the RestaurantPartners in respect to online ordering andpayments for orders concluded between anend-user and a Restaurant Partner. This entailsthat OrderYOYO receives payments on behalf ofthe Restaurant Partner based on a power ofattorney and then transfers the PartnerRestaurant's revenue in accordance withspecifications in the contract betweenOrderYOYO and the Restaurant Partner.Currently, the handling of such payments is notsubject to legislation or regulation concerninghandling of payments. However, given the largeand increasing number of payments handledthrough OrderYOYO's solution daily, any futurelegislation that will negatively impact thehandling of such payments may have anadverse effect on the Company and may causeincreased costs for the Company to becompliant in case such cost cannot berecharged to the Restaurant Partners.Management deems the risk to be low with alow probability to occur.

4.4 OPERATIONAL RISK

4.4.1 Risk related to handling of personaldata

OrderYOYO collects, controls and processespersonal data as a part of its business, forexample, in relation to takeaway end-users,restaurants and employees. Given the nature ofthe business, OrderYOYO is handling a largeamount of personal data relating to end-usersin terms of the information entered into thesolution, when ordering and paying for foodonline. The processing of personal data must bein accordance with applicable data protectionlegislation. Such data protection legislation setsout requirements in relation to the collection,processing and responsibility for the contentand protection of personal data.

Risk factors

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In relation to the operation on the Europeanmarket, the handling of personal data isgoverned by the General Data ProtectionRegulation (Regulation (EU) 2016/679 of theEuropean Parliament and the Council) (GDRP).The GDPR entails strict sanctions for breach ofthe regulation, where fines may amount to thehigher of EUR 20m and four percent of thecompany’s global turnover.

Furthermore, the Company can risk claims fordamages in case of breach of the GDPR or otherrelevant data protection regulation.

Even though the Company has taken measuresto ensure compliance with the GDPR or otherapplicable data protection legislation, there isalways a risk that the measures taken areinsufficient.

If the Company does not handle personal datain a way that meets current requirements,applications, or interpretations regarding thehandling of personal data, including GDPR, itmay have a negative impact on the Company’searnings through increased costs. Given thesegment the Company operates in, anymishandling of personal data including leakageof personal data may, apart from regulatoryimpact, have significant impact on thereputation of OrderYOYO and the confidencefrom end-users and Restaurant Partners inusing the solution by OrderYOYO.

This may potentially have an adverse effect onthe business of the Company. Managementdeems the risk to be high with a low probabilityto occur.

4.4.2 IT Security and risk of system downtime

As a SaaS solution provider, it is essential thatOrderYOYO's solutions are always working.OrderYOYO has established a capableorganization to always maintain operations.Breakdowns during which end-users are unableto access or fully use the Restaurant Partner'ssolution for shorter or longer periods couldnegatively impact the Company’s ability to retainexisting end-users and attract new end-usersand Restaurant Partners. This could have anegative effect on OrderYOYO’s revenue,financial position and reputation.

In addition, there is a risk of a data breach andunauthorized access from cyber-attacks. In thecase of cyber-attacks, there is a risk that end-users might be unable to use the solution forshorter or longer periods. Consequently, databreaches and unauthorized access mightrelease an investigation from authorities.

This could result in fines and prosecution fromcustomers with demand for financialcompensation, which may have a negative effecton The Company’s business and reputation.Management considers this risk to be mediumwith a low probability to occur.

4.4.3 Patents, trademarks andintellectual property rights

As a one-brand-company primarily operatingbusiness-to-business, the IPR strategy ofOrderYOYO is to secure protection of theprimary business identifier. This implies thatprimarily trademarks and domain names areimportant and have been secured accordingly.The Company is not registered as owners ofother registered IPR such as designs, utilitymodels or patents. For a description of theprotective measures taken, please refer tosection 14.4 Patents, trademarks and otherintellectual property rights.

Despite the measures taken to preventinfringement or misuse of the Company'strademarks or intellectual property rights, thereis a risk that the measures taken are notsufficient to prevent violations of the Company'srights. Any infringement or misuse may causeincreased costs, loss of revenue and damage toreputation and brand as well as result inlitigation costs. Management deems the risk tobe low with a low probability to occur.

4.5 FINANCIAL RISK

4.5.1 Currency risks

The Company's primary business is currentlyfocused on Denmark, UK and Ireland. Due tothe activities in UK and Ireland, OrderYOYO isexposed towards fluctuations in the GBP andthe EUR. As the DKK is pegged to the EUR, themain currency risk is related to GBP. TheCompany currently performs no hedging ofexchange rate fluctuations other than naturalhedging through revenue and costs in the samecurrency.

With OrderYOYO's increasing internationalactivities and the plan for expansion into otherEuropean markets, the risk of losses in theevent of exchange rate fluctuations will increaseas Restaurant Partners are invoiced in localcurrency. While the Company may mitigate thisrisk by introducing an active hedging strategy asthe need arises, there is no guarantee that theCompany will be able to mitigate the risk fully.

Risk factors

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If hedging is introduced the cost for the hedgingmay impact the results of the operations of theCompany. Management deems the risk to bemedium with a medium probability to occur.

4.5.2 Liquidity risks

OrderYOYO is expected to be in a continuedgrowth and internationalization phase in thecoming years through growth in existingmarkets and entry into new geographicalmarkets. Such expansion requires access tocapital in the short and mid-term. It is theCompany's strategy to continue growing andexpand into additional markets as marketopportunities are deemed feasible.

Despite the proceeds from the Offering as wellas the existing capital base of the Company,there can be no assurance that this will provideOrderYOYO with sufficient capital and liquidityto reach its strategic goals. Furthermore, therecan be no assurance that such additional capitalwill be available to the Company or available oncommercially favorable terms. There is a riskthat the Company will have insufficient liquidityto execute on its growth strategy and may berequired to raise additional capital or reconsiderits strategy for growth. Additional capitalincreases may dilute the shareholders of theCompany and could negative impact the price ofthe Shares. Management deems the risk to below with a low probability to occur.

4.6 RISK RELATED TO THE OFFERING ANDTHE SHARES

4.6.1 Development of the share price

Prior to the Offering there is no public marketfor the Company's Shares. There is a risk that anactive and liquid trading market may notdevelop, or if developed, will not be sustainedafter the Offering.

If an active and liquid market does not developor remain developed, there is a risk that theliquidity and trading price of the Shares couldbe materially affected, and investors may havedifficulty selling their Shares. The market priceof the Shares may vary from the Offer Price andmay be higher or lower than the price paid byinvestors. There may be fluctuations in thetrading price of the Shares as a result of manyfactors, including external factors such asfinancial results varying from expectations,changes in expectations to future performance,economic downturns, changes in business orregulatory conditions, or changes in geopoliticalconditions.

There is also a risk that the global securitiesmarket experiencing significant price andvolume fluctuations may have a materialadverse effect on the market price of theShares, which may lead to investors not beingable to sell their Shares for at least the OfferPrice.

4.6.2 The offering of the Shares

The Offer Shares are applied for admission totrading on Nasdaq First North Growth MarketDenmark. The admission as well as thecontinued admission to trading on Nasdaq FirstNorth Growth Market Denmark is subject to alladmission requirements for the Company’sShares being met, as described in section 2.3 inthe Nasdaq First North Growth Market Rulebookand set forth by Nasdaq First North GrowthMarket, before the first day of trading andcontinues to be complied with. If suchrequirements are not met, the application willbe rejected by Nasdaq Copenhagen. Withdrawalof the Offering can also occur as a decisionmade by the Company. This event can takeplace any time prior to the announcement ofthe result of the Offering. In the event of awithdrawal, such information will be announcedimmediately through Nasdaq First NorthGrowth Market Denmark.

First North Growth Market is a multilateraltrading platform operated by Nasdaq and doesnot have the same legal status as a regulatedmarket. Companies trading on First NorthGrowth Market are subject to regulatoryframework that is less extensive than theframework applicable to companies trading onthe regulated market. However, on both theregulated market and First North GrowthMarket, the Market Abuse Regulation applies.Investing in a company listed on First NorthGrowth Market may include more risk thaninvesting in a company listed on a regulatedmarket, and investors risk losing part or all theirinvestment.

4.6.3 Sale of Shares by existingshareholders

There is a risk that after the Offering, the marketprice of the Shares may decline as a result ofsale of Shares in the market or the perceptionthat such sales could occur. Such sales may aswell make it difficult for the Company to issuenew shares in the future if deemed appropriate.

Risk factors

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Sale of a large portion of Shares by members ofthe Company’s Board of Directors, ExecutiveManagement, Management Team or by otherdependent or independent Major Shareholders,or the perception that such sales could occur,may cause a decline in the market price of theShares.

Prior to the Offering, all Major Shareholdershave agreed to enter into lock-up agreements.For an overview of lock-up agreements enteredinto please refer to section 16.15 Lock-upagreements.

4.6.4 Shareholders with significantinfluence

At the date of this Company Description, theCompany is owned directly and indirectly by sixMajor Shareholders (for overview of ownershipstructure please refer to section 10.6Ownership). After the Offering, the MajorShareholders will own 84.30% of the Shares.These Major Shareholders will have the ability toinfluence or determine the outcome of specificmatters submitted to the shareholders forapproval. These matters could include electionor dismissal of members of the Board ofDirectors, policy on dividends and amendmentsto the Company’s articles of association.

As a result, the Major Shareholders may havethe ability to influence the future direction ofthe Company.

The interest of the Major Shareholders withsignificant influence could differ from theinterest of other shareholders and may not bealigned with the interest of minorityshareholders.

4.6.5 Offering of additional shares

The Company may decide to raise additionalcapital in the future to pursue growthopportunities, invest in current businessventures or for other purposes deemedrelevant and necessary by the Board ofDirectors. In its pursuit to raise additionalcapital, the Company may decide to issueadditional equity, which may result in dilution ofthe Shares.

4.6.6 Future dividends

The Company’s ability to pay dividends willdepend, among other things, on its financialcondition, working capital requirements and theavailability of distributable profits and reserveand cash available, and other factors as theBoard of Directors may deem relevant. TheCompany has no intention to pay dividends inthe coming years. The Company is in a growthphase and intends to reinvest any profit inactivities to continue the growth. Dividends aredecided by the Annual General Meetingfollowing a proposal from the Board ofDirectors.

4.6.7 Unsecured subscriptionundertakings

The Company has obtained subscriptionundertakings for a total of DKK 37.5m in sharevalue from Pre-subscribers in the Offering, aswell as undertakings for DKK 20.0m from PrivatePlacement Investors. No compensation will begiven to the Pre-subscribers or PrivatePlacement Investors for their respectiveundertakings, and same terms and conditionsas for other investors in the Offering applies tothe Pre-subscribers’ investments and the PrivatePlacement Investors. The subscriptionundertakings and the Private Placements arenot secured by e.g., blocked funds or pledge ofcollateral, bank guarantee or similararrangement.

Risk factors

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Up to 90% of orders are recurring orders from loyal consumers

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5. Industry overview

Industry overview

All information presented in the Industryoverview is based on industry data and internalknowledge of OrderYOYO.

5.1 INTRODUCTION TO INDUSTRYOVERVIEW

The market for online takeaway food hasincreased significantly in recent years, with theCOVID-19 pandemic accelerating the growtheven further. Historically, the takeaway markethas been dominated by direct analog orderingthrough phone-calls and walk-ins. Today, onlineordering has become the preferred ordering-channel among end-users.

Food portals have successfully penetrated themarket over the last decade. This as a result ofrestaurant-owners wanting to outsource thedigitalization of the takeaway process due to thelack of internal resources available. However,food portal fees are substantial and food portalstransfer the end-user relationship from therestaurant to the portal.

OrderYOYO has introduced an alternativeoffering enabling and supporting theindependent takeaway restaurants to build theirown-branded online presence through uniquelytailored online ordering, payment andmarketing software solutions delivered asSoftware-as-a-Service.

OPERATING IN A HIGH

GROWTH MARKET

VIABLE ALTERNATIVE

TO FOOD PORTALS

MARKET LEADER IN

CORE MARKET

WHITE-LABEL SOLUTION FOR

GROWTH

OrderYOYO has a clearly defined formula for success in a rapidly evolving market

Rapid growth within restaurant digitalization, online ordering and the

takeaway market

OrderYOYO’s solution reduces restaurants’

costs and increases their end-user control

OrderYOYO focuses on small and local takeaway

restaurants - which the solution is tailored for

OrderYOYO’s white-label solution is highly scalable,

with a seamless RP onboarding process

OrderYOYO’s SaaS solution ensures thatrestaurant-owners can control their own digitalbrand identity, engage directly with their ownloyal end-users, control end-user data andcustomize marketing efforts, while payingconsiderably lower fees than the fees paid tofood portals.

OrderYOYO operates in the market for onlinefood services with a global addressable marketvalued at DKK 141bn. OrderYOYO holds amarket leading position within the white-labelsoftware solution segment in Europe, withpresence in Denmark, UK and Ireland.

Recently, food portals have been criticized byrestaurant-owners for taking up a large share ofthe handled end-user revenue (GrossMerchandise Value - GMV). OrderYOYO issolving this problem by creating the alternativefor restaurant-owners to take control over theirown business and end-user relations onlinethrough their own-branded digital solution.

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5.2 DIRECT ONLINE ORDERING HAS STRONGVALUE PROPOSITION COMPARED TO OTHERORDERING CHANNELS

Direct online ordering, as the solution providedby OrderYOYO, is the most attractive orderingchannel for restaurants.

Takeaway orders are completed either online oroffline. Online, end-users order through therestaurant’s own website, app or through anexternal food portal. Offline orders are typicallydone over the phone or walk-ins. Offline ordersare time-consuming and error-prone for therestaurants compared to online ordering givingthe restaurant a strong incentive to promoteonline ordering.

End-users increasingly convert from offlineordering to online ordering. Only 17% orderedonline in 2010, while this number increased to55% in 2018. When end-users convert fromoffline ordering to online ordering, direct onlineordering is well-positioned to serve these end-users.

The number of online orders hasincreased from 17% of total orders in 2010to 55% in 2018

Source: NPD Group

5.2.1 Direct online ordering cuts costs andgives access to key end-user data

Having a strong digital presence is vital for everyrestaurant. With their own digital solution,restaurants can provide all necessaryinformation to their end-users. They can createtheir own food universe, and they can eliminatethe high commission rates paid to external foodportals.

The focus of smaller restaurants is to operatethe restaurant, and it is often troublesome andoutside their restaurant’s core competencies tomanage their online presence. WithOrderYOYO's white-label software solution,managing a restaurant’s online presencebecomes easy and optimized but still tailor-made to the restaurant's brand identity.

In addition to direct online offerings, therestaurant have control over end-user datawhich can be used for retargeting purposes.

Nevertheless, for the restaurant’s website orapp to be an effective sales channel, it requirescontinuous awareness and marketing to secureend-users’ focus. OrderYOYO’s ongoingengagement with its Restaurant Partnersensures the continuous optimization of theRestaurant Partners’ marketing activities.

5.2.2 Food portals charge highcommission rates between 14-35%

Food portals are aggregators of multiplerestaurants enabling the end-user to discoverand choose between a wide compilation ofdifferent takeaway restaurants. Initially, foodportals improved the takeaway market as theyaddressed the growing demand for onlineordering. At first, they reduced the operationalburden for restaurants as they may offerlogistics and marketing services to generatehigh end-user revenues.

However, critical drawbacks for restaurants arepresent when they collaborate with foodportals. Food portals claim very highcommission rates of 14-35% on every returningorder and the restaurants do not have anydirect end-user relationship or data access asthe end-user is a customer of the food portaldirectly.

Especially for recurring end-users, i.e., end-usersordering at the same restaurant repeatedly, thefood portals’ commission rates are prohibitivelyhigh. It is not uncommon that up to 90% oforders through the specific Restaurant Partner’ssolution powered by OrderYOYO comes fromthe Restaurant Partner’s loyal recurring end-users.

Industry overview

83% 81% 74% 68% 64% 60%46% 45%

17% 19% 26% 32% 36% 40%54% 55%

'10 '11 '12 '13 '14 '15 '17 '18

Offline ordering Online ordering

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“OrderYOYO is a B2B software solution, not a B2C marketplace or aggregator. As a result, many of you have likely used OrderYOYOwithout knowing it when you place orders at your favorite local takeaway.”

- Søren Gammelgaard, CEO

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Industry overview

Significant cut in commission rates withown-branded solution powered byOrderYOYO

5.2.3 Direct analog offline ordering isprone to error

Direct analog offline (particularly via phone)ordering is highly prone to human errors.Restaurants do not get any end-user insights asend-user data is limited. Also, offline orderingdoes not address younger end-users who preferonline ordering. Restaurants have a significantincentive to convert phone orders to directonline orders. This minimizes the operationalburden, human errors and improves end-usersatisfaction.

5.2.4 The ordering channels will co-exist,but direct online ordering will gainmarket share

Food portals and white-label solutions such asOrderYOYO are not competitors.

Rather food portals and white-label solutionssuch as OrderYOYO are complements that willcontinue to coexist as restaurants will utilizeboth food portals and white-label solutions.

However, it is beneficial for restaurants to aimat moving a large share of their orders towardsdirect online ordering solutions.

By utilizing direct online ordering, restaurantskeep the relationship with their own loyal end-users, while paying a significantly lowercommission rate than food portal commissionrates. With lower commission rates, RestaurantPartners obtain higher profit margins.

5.3 STRONG UNDERLYING MARKET DRIVERSSECURING CONTINUED MARKET GROWTH

In recent years, the number of independentrestaurants offering online takeaway hasincreased. Once restaurants offer onlinetakeaway, it accounts for an increasing amountof their revenue. The online ordering market isexpected to continue its rapid growth.

In addition, a majority of online orders areorders from recurring end-users, i.e., end-usersthat are loyal to the specific restaurant. Theseloyal end-users should order directly and notthrough a food portal. Up to 90% of ordersthrough the Restaurant Partners’ own solutionspowered by OrderYOYO stems from loyalrecurring end-users.

Direct offline (e.g. phone, “walk-in”)

✓ Addresses growing demand for online ordering

✓ Elimination of human error

✓ Lower commissions on orders (5-9%)

✓ Generates end-user data for retargeting

X Limited use among younger end-users

X Error-prone

X No end-user data available for retargeting

X Lower basket size

Restaurants aim to move orders away from other channels without

discontinuing these channels

Direct online Food Portals

Direct offline pain points OrderYOYO solution Food Portals pain points

X Higher commissions on orders (14-35%)

X Lower usage among older end-users

X Restaurants have no direct end-user relationship for retargeting

Direct online ordering has clear value proposition versus other alternatives

91-95%Left to the restaurant

65-86%Left to the restaurant

Food portal

CommissionCommission

Commission

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43% of end-users who have ordered onlineexpect to increase online orders vs. phoneorders, and end-users are willing to orderdirectly from a restaurant’s website instead ofexternal food portals. More specifically 28% ofexclusive food portal end-users are open tostart ordering more directly. On top, ~50% ofend-users ordering online through foodportals are looking to place an order with aspecific restaurant already decided upon. Allstatistics in favor of direct online ordering.

5.4 COMPETITIVE LANDSCAPE

5.4.1 OrderYOYO has defined four clearadvantages over its competitors

Clearly defined Restaurant Partnersegment. Focusing entirely onindependent takeaway restaurants,OrderYOYO has a more clearly definedtarget Restaurant Partner segment thanmany competitors. This allows OrderYOYOto target sales efforts and tailor the solutionspecifically to this segment. Othercompetitors target multiple segments,meaning that their products must meet arange of customer cases.

Scale. OrderYOYO has one of the largestRestaurant Partner bases in Europe. It iscommon for takeaway restaurants to adoptwhite-label solutions suggested and used bysimilar takeaway restaurants in thetakeaway restaurant environment.OrderYOYO’s large Restaurant Partner basecan therefore be used to drive a flywheeleffect of sign-ups.

Strong Restaurant Partner service andoperational support. OrderYOYO investsin helping its Restaurant Partners increasedirect orders through ongoing optimizationof the Restaurant Partners’ online presenceand through continuous marketing support.Additionally, OrderYOYO acts as anoperational partner to its RestaurantPartners. Competitors provide more limitedafter-sales support. OrderYOYO’sRestaurant Partner service keepsRestaurant Partners engaged and increaseend-user revenue, ultimately benefitingOrderYOYO.

Ongoing innovation. OrderYOYO investssignificant amounts, on an ongoing basis, indeveloping a range of solutions to helpRestaurant Partners grow direct end-userrevenue.

Industry overview

OrderYOYO core competitors are other white-label providers that focus on takeawayrestaurants

Exclusive focus on

takeaway

Exclusive focus onlarge chain

Exclusive focus on dine-in

Exclusive focus on independents

Flipdish

VITA MOJO

RITUAL

NemTakeAway

WEEVI

OMNIFI

Zonal Wi5 Shoprocket

Orderswift

StoreKit

Core competitors

Olo

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We do NOT do delivery

We do SOFTWAREour Restaurant Partners do their own delivery

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5.5 SELECTED EUROPEAN ADDRESSABLEMARKET VALUED AT DKK +50BN

OrderYOYO is on a mission to inspire andempower local takeaway restaurants to engagewith end-users by being their preferred digitalbusiness partner.

OrderYOYO is not a logistic provider but asoftware solution provider to local takeawayrestaurants with their own delivery capabilities.Even though delivery is a key growth driver forthe takeaway industry, a large part ofrestaurants have (and have always had) theirown delivery solution. For these restaurantsdelivery is not new – and own delivery is aprerequisite for OrderYOYO’s customersegment.

Takeaway food ordering is a very localphenomenon. End-users typically lives within afew miles to their local takeaway restaurants. Inaddition, online ordering and food delivery havea high degree of predictability on volume andtiming.

OrderYOYO delivers software to takeawayrestaurants that enables the restaurants tocontrol their own delivery.

OrderYOYO’s addressable market consists oftakeaway restaurants with their own deliverycapabilities driving end-user revenue of morethan DKK 141bn globally in 2019. In Europe,OrderYOYO’s addressable market correspondsto a GMV of more than DKK 50bn.

OrderYOYO is well-established in UK, which isthe largest European market. The marketaddressable for OrderYOYO consists ofrestaurants with own delivery capabilities isvalued at DKK 21.6bn.

Additionally, OrderYOYO is present in the DKK2.2bn Danish addressable market and the DKK1.5bn Irish addressable market. OrderYOYO stillhas significant potential to continue its growthin Denmark, Ireland and UK. Only 10% of theaddressable UK market has been penetrated,whereas the market penetration is 38% forDenmark and 28% for Ireland.

Industry overview

OrderYOYO excels in its existing markets, while targeting new European markets with anaddressable market of more than DKK 50bn measured by GMV and +50,000 restaurantswith own delivery

UNITED KINGDOM

21.6bnAddressable Market Size (DKK)

27k Addressable restaurants



DENMARK



IRELAND



SWEDEN


4kAddressable restaurants

POLAND


24kAddressable restaurants

GERMANY

SPAIN



2,700Restaurants

750Restaurants

550Restaurants

Source: Statistics Denmark, MCA, Euromonitor, Company data & analysis

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Looking beyond the geographies whereOrderYOYO is already present, Germany isviewed to hold the largest potential forOrderYOYO and a natural choice as the nextmarket to enter. The addressable Germanmarket is valued at DKK 19.3bn with ~24kaddressable restaurants.

5.6 COVID-19 HAS HAD A POSITIVEFOOTPRINT ON THE ONLINE TAKEAWAYINDUSTRY

The COVID-19 pandemic has accelerated growthin the online takeaway market. ~40% of end-users have increased takeaway spend duringCOVID-19, and 58% expect to order about thesame or more takeaway.

In addition and more importantly forOrderYOYO, the COVID-19 pandemic has madeit very clear for the individual takeawayrestaurants that the food portal business modelis expensive and dilutes the restaurants’engagement with its own loyal end-users. Thishas increased demand for white-label solutionslike OrderYOYO’s. An increased demand that isexpected to prevail also post-COVID 19.

Industry overview

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OrderYOYO has strengthened their Restaurant Partners by saving them

more than DKK 300m and continues to deliver on the promise

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6. Company overview

6.1 COMPANY INTRODUCTION

Founded in 2015, OrderYOYO is on a mission toinspire and empower local takeawayrestaurants to engage directly with their end-users by being their preferred digital businesspartner.

OrderYOYO enables restaurants to create theirown-branded digital presence through a white-label online ordering, payment and marketingsoftware solution including own-brandedwebsite and app. OrderYOYO has alreadyconquered the Danish, UK and Irish market andis the frontrunner to become the leadingEuropean player in this market.

Dual headquartered in Copenhagen, Denmarkand Manchester, UK, OrderYOYO offersrestaurants an alternative to phone orders andfood portals by helping the restaurants drivetheir online presence including online orderingand building strong end-user relationshipsthrough their own-branded website and app.

Company overview

OrderYOYO provides restaurants a cost-efficient, professional and tailormade onlineidentity while allowing them to establish,maintain and utilize end-user relationshipsonline.

6.2 THE ORDERYOYO SOLUTION

A professional and modern digital presence isessential for takeaway restaurants today. End-users expect that they are able to order onlinein an easy and convenient way. OrderYOYOensures that all takeaway restaurants can havea state-of-the-art digital solution.

However, many small local takeawayrestaurants have scarce resources. Therestaurants typically do not have the inhousecapabilities to operate an online orderingsolution, manage a website, an app and createand manage marketing campaigns. All this isaddressed and managed when entering apartnership with OrderYOYO providing therestaurant with its own online presence andmarketing solution powered by OrderYOYO.

March 2021 Key SaaS metrics

ARR run rate (DKK) ARR growth rate ARR churn

113m 169% ~5%Annual Recurring Revenue run-rate

as of March 2021 March 2020 to March 2021

ARR growthLevel +2 - churn rate (yearly)

Net GMV Retention Rate CAC payback Period

207 6Average end-user revenue index

after 12 monthsPayback time in months per new

Restaurant Partner

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OrderYOYO offers a white-label online ordering,payment and marketing software solutionincluding an own-branded website and app.This enables independent takeaway restaurantsto have a strong online presence that fit into therestaurant’s own brand identity. It is significantlymore cost-effective as commission rates areonly 5-9% compared to 14-35% when orders areplaced through a food portal.

The large difference in commission ratesbetween OrderYOYO's solution and food portalsbecome even more profound when looking atrecurring, loyal end-users’ online ordering, i.e.,orders from end-users that already havedecided specifically to order online from theirpreferred takeaway restaurant. These end-usersare fundamentally the takeaway restaurant'sloyal customers - not the food portals’ - andpaying commission rates between 14-35% forthe takeaway restaurant's own end-users isexpensive. The majority of a takeawayrestaurant's online orders are recurring ordersfrom loyal end-users. Up to 90% of ordersthrough the Restaurant Partners’ own solutionpowered by OrderYOYO stems from loyalrecurring end-users.

Moreover, when end-users place orders on theRestaurant Partners own website or app,restaurants extract valuable end-user data. Thiscan be used to analyze end-user behavior andcreate a stronger relationship between therestaurant and end-user. End-user data is usedto establish and increase end-user loyalty.

In addition, OrderYOYO offers a broad range ofmarketing assistance. The marketing tools coverboth digital marketing and physical marketingmaterial. It enables Restaurant Partners toseamlessly navigate and launch successful andcost-effective marketing campaigns.

A focused and optimized Google strategy iscentral for Restaurant Partners’ online success.Google is the starting point for a large part ofend-users’ online ordering process. As a GooglePremier Partner, OrderYOYO is an expert atimproving Google visibility, claiming Google MyBusiness (GMB) for the Restaurant Partners,optimizing Restaurant Partners’ marketingcampaigns and securing Restaurant Partnersappear on top of Google searches. ControllingGMB and appearing on top of Google searchesis vital for website traffic and thereby end-userrevenues that benefit both Restaurant Partnersand OrderYOYO.

Company overview

Company ARR split in present countriesMarch 2021

6.3. ORDERYOYO’S RESTAURANT PARTNERS

OrderYOYO operates a usage-based SaaSmodel, streamlining OrderYOYO to theRestaurant Partners’ success through a usage-based commission structure.

6.3.1 Incentivized pricing model

OrderYOYO’s pricing model is based on weeklycommission rates, which is divided into fiveGMV levels. When Restaurant Partners increasetheir end-user revenue (GMV), the weeklycommission rate decreases – giving theRestaurant Partners incentive to grow withOrderYOYO.

OrderYOYO’s invoices are issued weekly,concurrently with restaurant GMV pay-outs toensure full transparency. The levels of GMV andassociated weekly commission rates arespecified in the following table:

Level 1 vs. level +2 split based on ARR –March 2021

Commission rate paid by Restaurant Partners per week

Level 1 (GMV below DKK 1,499) 9% 9% 9%

Level 2(GMV DKK 1,500 – 4,999) 9% 9% 8%

Level 3(GMV DKK 5,000 – 9,999) 8% 8% 7%

Level 4(GMV DKK 10,000 – 19,999) 7% 7% 6%

Level 5 (GMV above DKK 20,000) 6% 6% 5%

95%Level +2 RPs

98%Level +2 RPs

98%Level +2 RPs

57% 27% 16%

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In addition to a commission rate OrderYOYO ischarging end-users a handling fee per order ofDKK 1.75 in Denmark, 0.40 EUR in Ireland and0.40 GBP in UK.

Lastly, OrderYOYO offers additional marketingactivities to Restaurant Partners whenRestaurant Partners sign up for additionalmarketing campaigns such as Google AdWordsand direct e-mail campaigns. The solution is soldon a subscription basis under the label GrowthFees.

6.4 STRONG BUSINESS CASE

Since the foundation in 2015, OrderYOYO hasexperienced significant growth in its RestaurantPartner base while achieving a highly desirablefinancial position.

OrderYOYO’s solution has strong traction asRestaurant Partners obtain higher profitmargins while gaining ownership over their end-users. This has inspired and empowered over4,000 Restaurant Partners to engage with theirend-users through their own unique solutionpowered by OrderYOYO.

6.4.1 Strong ARR growth from DKK 45m in2019 to DKK 104m in 2020

In just one year, OrderYOYO has been able toincrease ARR from DKK 45m in 2019 to DKK104m in 2020. By the end of 2021, OrderYOYOexpects an ARR of DKK 125-135m.

OrderYOYO has significantly increaseduplift to existing customers and newsales (DKKm)

OrderYOYO has increased its focus on growingexisting Restaurant Partners. ARR from existingRestaurant Partners has increased 103% during2020. New Restaurant Partners have added 44%in ARR growth from 2019. These new RestaurantPartners are expected to show similar growthtrend in 2021 as 2019 existing RestaurantPartners did in 2020.

6.4.2 ~5% churn for Restaurant Partnerswith weekly end-user revenues aboveDKK 1,500

In addition to the strong ARR and ARR growthrates, OrderYOYO also has substantialRestaurant Partner stickiness. RestaurantPartners with a weekly end-user revenue largerthan DKK 1,500 (level +2) has a ~5% yearly churnproving that once Restaurant Partnersimplement and receive orders throughOrderYOYO’s solution, they have a lowprobability to churn.

OrderYOYO’s stickiness is a result ofOrderYOYO’s strong net GMV retention. Twelvemonths after Partner Restaurants implementOrderYOYO’s solutions, their GMV doubles onaverage.

Restaurant Partners with weekly end-userrevenues lower than DKK 1,500 (level 1) have achurn rate of 8% per month. The relatively highchurn rate for this type of Restaurant Partnersdoes not have a high effect on ARR since theRestaurant Partners have weekly end-userrevenue lower than DKK 1,500. Level 1Restaurant Partners constitutes only a smallpart of ARR (4% of total ARR stems from level 1RPs).

Restaurant Partners that do not move abovelevel 1 are viewed as trials that do not lead to anongoing successful partnership. The higherRestaurant Partner churn for level 1 is atestament of the need for an engagedpartnership between OrderYOYO and theRestaurant Partner. Without a strongcooperation growing GMV for the RestaurantPartner is difficult. In such cases OrderYOYO hasan active approach to ending partnerships.

Going forward, OrderYOYO will focus even moreon securing end-user revenues for level 1Restaurant Partners, bringing them from trial-basis to an ongoing partnership. Increasingend-user revenues for level 1 RestaurantPartners will cause the Restaurant Partners todiscover the benefits of OrderYOYO’s solutionwhich will reduce churn rates.

Company overview

45

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ARR 2019A – 2021B (mDKK)

ARR December run-rate

6.4.3 Positive EBITDA reached in 2020

In 2020, OrderYOYO had a positive EBITDA ofDKK 12.7m compared to DKK -21.5m in 2019.

OrderYOYO is an asset-light business withapproximately 60% of the cost base related tostaff. Payments from orders is handled andcollected by OrderYOYO and subsequentlydistributed to Restaurant Partners minusOrderYOYO’s fees. This ensures thatOrderYOYO has very limited accounts receivablerisk.

Historical and expected financialdevelopment

45

104

125-135

19A 20A 21B

Net GMV Retention Rate - end-user revenues increases on average 107% 12 months after implementing OrderYOYO’ssolution

6.5 STRONG VALUE PROPOSITION FORRESTAURANTS’ OWN-BRANDED SOLUTION

The white-label software solution powered byOrderYOYO provides the Restaurant Partnerswith several vauable benefits giving RestaurantPartners a strong incentive to increase ordersthrough their own-branded solution.

Build direct end-user relationships.With OrderYOYO’s online ordering, paymentand marketing software solution, end-usersorder directly through the RestaurantPartner’s own web or app. By ordering direct,the relationship is directly between therestaurant and the end-user. This enablesthe restaurant to engage directly with theend-user through OrderYOYO’s marketingsolution. Up to 90% of orders through theRestaurant Partners’ own ordering solutionspowered by OrderYOYO stems from loyalrecurring end-users. Restaurant Partners cancontact their end-users directly andcustomize the offers they promote. End-userdata gives Restaurant Partners betterknowledge of their end-users and makes itpossible to adjust services accordingly.

Company overview

DKKm FY18A FY19A FY20A FY21B

GMV 453 740 1,186 1,400-1,500

ARR 30 45 104 125-135

EBITDA -22.5 -21.5 12.7 5.0-10.0

100118

131143

207

0M +3M +6M +9M +12M

Net GMV Retention Rates based on the period from February 2019 to March 2021

GMV and ARR December run-rateFull-year EBITDA

First full month

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“Through my partnership with OrderYOYO, my restaurant has advanced to become one of

the best performing across Ireland & UK”

- Jack Weng, owner of Kitchen Legend (IE)

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6.6 VALUE CREATION

OrderYOYO’s value proposition forRestaurant Partners

6.6.1 Professional online ordering,payment and marketing solution

In the small independent restaurant segment,restaurant owners primarily focus onoperations. Resources spent on e.g., creating oroptimizing a website, are therefore most oftennot prioritized. OrderYOYO offers a digitalsolution, facilitating the restaurant owners’needs for a digital presence through a websiteand an app.

Company overview

Additionally, 50% of end-users visit a foodportal to order from a specific restaurant. Ifend-users enter a food portal with the aim ofordering from a specific restaurant, therestaurant risks the end-user ends upordering from another restaurant. This foodportal risk is eliminated with the restaurant’sown-branded solution.

Build restaurant brand. The OrderYOYOwhite-label solution lets Restaurant Partnersbuild their own independent brand. With anindividual website and app, restaurants canset themselves apart instead of being “one ofmany” on a food portal. When RestaurantPartners create an individual online solution,they can push their own marketing material.

Reduce costs. With OrderYOYO, RestaurantPartners reduce costs. When RestaurantPartners use OrderYOYO’s white-labelsolution, commission rates are reduced asOrderYOYO’s commission rates areconsiderably lower than commission ratescharged by food portals. OrderYOYO’scommission rates range from 5-9%, whilefood portal commission rates range from 14-35%.

Professional website/app and ordering system

Lower commission and

higher profits

End-user relationship

Optimized marketing

solution

OrderYOYO provide Takeaway Restaurants with all the necessary modern softwaresolutions to serve the end-users handled through a customized website and app

..all handled through a customized website and app solution powered by OrderYOYO

Ordering solution with proven and optimized end-user flowThe online ordering solution is tailored to each Restaurant Partnerincluding menu management, delivery capabilities, opening hours etc.

Payment solution to securely handle all online ordersOrderYOYO handles all online payments from the end-users

Marketing solution ensures Google optimization and strongdigital profileFull suite of tailored marketing solutions designed to help RestaurantPartners to grow their end-user reach and increase online orders. Theonline marketing solution includes Google optimization; customizedGoogle Ads, local search strategies and campaigns to ensure top rankingon Google and securing Google My Business for the Restaurant Partner

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Thereby, small, independent restaurantsachieve a more professional look to theirtakeaway storefront and brand identity, whileletting OrderYOYO handle the digitalpresence, for the convenience of restaurantowners.

OrderYOYO’s solution supports restaurantswith regards to marketing spend inconnection to Google (GMB, SEO and SEM),SoMe, e-mail marketing and flyers. This isapplied to increase the Restaurant Partner’srevenue and profit.

6.6.2 End-user relationship

End-users’ relationship and loyalty is increasedthrough direct online sales. OrderYOYOprovides Restaurant Partners the tools to decidetheir own marketing and promotion strategy,resulting in increased awareness and brandidentity when selling directly to the end-usersonline.

OrderYOYO builds and facilitates RestaurantPartners’ online takeaway storefront.OrderYOYO’s solution allows RestaurantPartners to securely and compliant access andanalyze end-user data. Collected data canprovide value in terms of analyzing end-users’trends and behavioral patterns. Results for theRestaurant Partner includes optimization ofinternal operational processes, productdevelopment and an uplift of sales based onordered menus and extra side-order choices.

In addition, OrderYOYO offers several marketingtools to convert this data into focusedmarketing strategies.

With access to marketing tools and data, it ispossible for Restaurant Partners to utilize end-user data to target specific end-users at theright time, and thereby increasing theeffectiveness of marketing resources. This issupported by the optimization of the RestaurantPartners’ position on, e.g., Google.

6.6.3 Lower commission rates and higherprofits

Moving end-users from food portals to an own-branded digital solution result in lowercommission rates for the restaurant. Wherefood portals charge 14-35% of the end-userrevenue, OrderYOYO charges 5-9% with theirwhite-label solution. Restaurant Partners willpay less the more they grow.

OrderYOYO encourages Restaurant Partners togrow in terms of number of orders and end-user revenue while increasing their own profits.On average, Restaurant Partners, more thandouble their end-user revenue 12 months afterentering a partnership with OrderYOYO.Additionally, level +2 Restaurant Partners havechurn rates of less than 5%.

Company overview

Accumulated total orders powered by OrderYOYO’s software

2015 2016 2017 2018 2019 2020 2021Year

12m

10m

8m

6m

4m

2m

0m

Ord

ers

Total orders

+13.4mMar ‘21

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OrderYOYO handles all payments from the end-users and transfers the last week's payments tothe Restaurant Partners every Tuesday.

The Restaurant Partners receive the total end-user revenue (GMV) minus the commission ratewhich the Restaurant Partners pay OrderYOYO.This structure ensures that OrderYOYO alwaysgets paid and does not have any outstandingreceivables from the Restaurant Partners. Basedon the weekly GMV through the OrderYOYOsolution, Restaurant Partners pay OrderYOYO acost-effective commission rate.

Restaurant Partner. OrderYOYO allowsRestaurant Partners to focus on operating theirrestaurant. The digital presence and marketingis powered by OrderYOYO.

End-user relationship. OrderYOYOensures that the Restaurant Partners can utilizetheir relationship with their loyal recurring end-users to increase revenue and secure recurringorders in a cost-efficient way. Through foodportals, all information regarding end-users isowned and used by the food portal.

6.7 BREAKING DOWN THE OYDERYOYOBUSINESS MODEL

OrderYOYO provides a usage-based SaaS white-label online ordering, payment and marketingsoftware solution for restaurants, making iteasier for restaurants to operate their digitalbusiness while paying OrderYOYO a commissionbased on end-user revenues significantly lowerthan commission rates at food portals.

End-user online search. The end-usersearches specifically on a restaurant, such as“Burger Palace”. OrderYOYO ensures theRestaurant Partner’s personal website is rankedin the top of the Google search, by assisting theRestaurant Partner with SEM, SEO and GMB. Allto ensure that the end-user is using theRestaurant Partner’s own website instead of afood portal.

End-user online ordering. When usinga food portal to search for a burger, there aremultiple restaurants to choose from. Byensuring that the end-users use the RestaurantPartners’ website or app, the RestaurantPartners increase the possibility of the end-users ordering takeaway from their restaurant.

Company overview

1

2

3

Burger Palace

Food Por-tal

14%-35%CommissionFood portals app or web

5%-9%CommissionRestaurant

branded app or web

1Online ordering Cost Data

5%Commission

(when maturedwith OrderYOYO)

Food Portal

Recurring end-user - OrderYOYO

Retargeted recurring end-user

OrderYOYO’s solution ensures the end-user orders directly from

Burger Palace website or app empowered by

OrderYOYO

4

Search online2 3 4

RPs

RPs

Restaurant Partners (RPs)End-user

OrderYOYO business model overview with Burger Palace as an example

Up to 90% of orders through the Restaurant Partners’ own solutions powered by OrderYOYO stems from loyal recurring end-users.

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OrderYOYO’s Restaurant Partners has summited

Mount Everest 28 times in stacked pizza boxes served

- going for 29 and beyond!

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6.8 ORDERYOYO’S SOLUTIONS ARETAILORED FOR THE SMALLER RESTAURANTS

OrderYOYO focuses on a segment of therestaurant ecosystem defined as Quick ServiceRestaurants (91% of 2021 Q1 GMV). In addition,OrderYOYO serves selected Restaurant Partnersin the Small Branded Restaurant Groupscategory (7% of 2021 Q1 GMV) and Click andCollect category (2% of 2021 Q1 GMV).

Quick Service Restaurants (QSR) have a strongfocus on takeaway and are independent localrestaurants.

The QSR segment has a clear need fordigitalization, a need for marketing support, anda desire to directly serve new and existing end-users. By building and optimizing restaurants’digital presence, OrderYOYO offers smallerrestaurants a viable alternative to online foodportals in a time when the traditional servicemodels of independent takeaway restaurantsare under pressure.

Additionally, the QSR segment has limited digitalexposure and online history. Therefore, they arein great need of a digital business partner suchas OrderYOYO.

OrderYOYO’s core competencies is a perfect fitfor this type of restaurant. QSRs need a partnerwho can equip them with an online ordering,payment and marketing solution enabling themto increase sales to their loyal recurring end-users directly from their website and app tocircumvent the high commission rates chargedby food portals.

OrderYOYO also serves selected RestaurantPartners within the Small Branded RestaurantGroups category. This category has alreadyachieved to build a brand and they seek formore cost-effective solutions and a way to gainownership over end-user data. Small BrandedRestaurant Groups are in need of a businesspartner that can increase the share of ordersmade directly through their own website andapp powered by OrderYOYO.

Lastly, OrderYOYO serves few selectedRestaurants Partners in the Click and Collectsegment. This segment is typically restaurantsor cafes that have had a strong focus on dine-inbut now wish to add takeaway to their offeringas this can increase their end-user revenues.COVID-19 has had a strong effect on thissegment as it has pushed them to offertakeaway while dine-in possibilities have beenrestricted. This is not a core segment forOrderYOYO and only selected key RestaurantPartners are customers of OrderYOYO.

Company overview

OrderYOYO’s solution is tailored for smaller restaurant operators offering takeaway

LOCAL CAFÉS

WALK-IN ON ”MAIN STREET”

Burger King

Domino’s Pizza

Papa John’s

Shake Shack

Restaurant Petrus

Daphne’s

YES NO

DIN

E-IN

QUICK SERVICE RESTAURANTS (QSR)

TRADITIONAL FINE DINING

Jasmin Rice

Proper PizzaHillBilly’s

Abra Kebabra

Nando’s

Esland Poké

Big Easy

CLICK & COLLECT

Beshoff Bros

Burger Palace

SMALL BRANDED RESTAURANT GROUPS

WedoOliOli

TAK

EAW

AY

NEED FOR DIGITAL BUSINESS PARTNER

Primary targets Secondary targets

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6.9 ORGANIZATION AND CULTURE

6.9.1 OrderYOYO’s core values

A strong corporate culture is crucial for thebusiness to succeed. Therefore, OrderYOYO hasmade sure to have well-defined core values.These values are built around four core pillars;Passion, Action, Compassion and One Team.These are further described in the figure below.

6.9.2 High employee satisfaction

These core values are, according toManagement, the reason why OrderYOYO candrive a best-in-class employee satisfaction rate.

OrderYOYO’s employee satisfaction (out of 10)

6.9.3 Engagement of employees andRestaurant Partners

Employee and Restaurant Partner satisfaction isat the heart of OrderYOYO. Various trainingactivities are therefore available for the staff toengage both employees and RestaurantPartners.

Leadership academy. Next tier managertraining in strategy and management toensure strong employee engagement andmaintain high employee satisfaction score.

Restaurant Partner growth academy.Training all the Restaurant Partner-facingemployees to ensure high RestaurantPartner satisfaction rate.

People engagement. Constantly takingthe temperature of Employee Engagementthrough Peakon surveys with key focus onthe senior management.

HR supportive software. Leveraging HRsoftware (HiBob, Peakon amongst others) tobuild a strong, transparent and supportiveorganizational culture.

We are ONE TEAM of vastly different talents, capabilities, personalities and skill sets working in unison

Building relationships is a prerequisite to having genuine COMPASSION to help others succeed

Failure is not an option, but we fail, learn, measure and share everyday by taking ACTION

Takeaway restaurants are our core focus and at the heart of our PASSION for what we do

8.9

People with all backgrounds are treated equally at

OrderYOYO

My manager cares about my opinions

I see how my work contributes

to positive outcomes for our

customers

8.9 8.3

Company overview

OrderYOYO’s core values

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Helped local takeaway heroes serve

36 million mealsand still counting

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7. Solution overview

MySuite consists of four modules, MyOrdering,MyBusiness, MyGrowth and MyCare. The fourpillars form a full solution for OrderYOYO’sRestaurant Partners as it gives them an onlineordering, payment and marketing solutiontailored to the individual Restaurant Partners’brand and needs.

MySuite enables Restaurant Partners to analyzeand improve digital performance based on theend-user behavior. Additionally, MySuite comeswith various marketing tools designed to growthe Restaurant Partners’ end-user base.

With OrderYOYO, Restaurant Partners candigitally manage their restaurant through theMyBusiness app or website.

7.1 FLEXIBLE STRUCTURE TO SUPPORTGROWTH AND EXPANSION

OrderYOYO’s SaaS solution is developed in ahighly flexible structure to support growth andexpansion. Scalability and security is crucial forthe OrderYOYO software solution. Hence, theentire solution has been built to rapidly scaleacross the key geographies, whilst retainingstrict data security and compliance.

To support the growth and expansion plans,development of OrderYOYO’s core solution, theorder system MyOrdering, is essential. Thisensures that OrderYOYO, and thereby itsRestaurants Partners, have control over theentire infrastructure and value chain at all time.

7.2 MYSUITE GATHERS ALL ORDERYOYO’SSOLUTIONS

OrderYOYO offers a palette of softwaresolutions that helps independent restaurantowners grow their digital presence.

Solution overview

MySuite

MyOrdering MyBusiness

MyGrowth MyCare

OrderYOYO’s solution, MySuite, is built upon four key modulesPe

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7.2.1 MyOrdering

MyOrdering is the solution that handles all end-user orders including payments, while beinghighly scalable in terms of third-partyintegrations.

MyOrdering is tailored to each RestaurantPartner’s order and delivery capabilities.MyOrdering is an integral part of the websiteand app provided and powered by OrderYOYO.If a Restaurant Partner already has its ownwebsite and/or app the MyOrdering solutioncan be easily integrated into existing websites orapps.

MyOrdering gives Restaurant Partners a simpleoverview of their orders. Whether theRestaurant Partners have their own deliveryfleet or a third-party delivery provider, theorders are easily connected to the deliveryprovider.

When end-users place their orders, thisgenerates key data points on end-user behaviorin the MyOrdering system. These key datapoints can all be viewed in a structured,compliant and intuitive way in the MyBusinessinterface, giving the Restaurant Partnersrelevant end-user insights.

Key data points are valuable for RestaurantPartners and one of several advantages of usingOrderYOYO. With ownership of key end-userdata points, Restaurant Partners can, e.g., sendpush notifications, promotions or special offersto loyal end-users.

7.2.2 MyBusiness

MyBusiness enables the Restaurant Partners tomanage their restaurant online. With theMyBusiness app and website, RestaurantPartners can manage every digital aspect oftheir business, such as opening hours, Googleoptimization, analytics dashboard, menu items,business goals, etc.

The MyBusiness app comes with an analyticsinterface where Restaurant Partners easily canmonitor their digital performance.

Besides the dashboards giving RestaurantPartners a strong overview of currentperformance, the MyBusiness solution alsooffers the possibility of a complete overview oforder types, most sold items and populardelivery locations.

With these powerful data insights on end-userbehavior, Restaurant Partners have the ability toevaluate marketing strategies and determinehow future marketing campaigns can bedesigned and optimized. With MyBusiness,Restaurant Partners can take charge of theirdigital strategy and grow their online presence.

MyBusiness - a full suite of Data Management Solutions

7.2.3 MyGrowth

MyGrowth is a full suite of tailored marketingsolutions designed to help Restaurant Partnersto grow their end-user reach and increaseorders. The online marketing solution includecustomized Google Ads, local search strategiesand campaigns to ensure top ranking onGoogle.

SoMe strategies and campaigns are included tobuild the Restaurant Partners’ online brand andeCRM through e-mails and push notificationswith local brand content and design for brandrecognition, awareness and campaigns.

Manage Digital BusinessManage own digital performance, through simple yet functional view of their digital performance

Take Charge

A complete overview of order types, most sold items and popular delivery locations

Improve

By tracking order performance and marketing campaigns from the marketing suite

Solution overview

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With MyCare, OrderYOYO provides highly-trained Restaurant Partner care, allowingRestaurant Partners to focus on their corecompetencies. The MyCare team continuouslymonitors systems, gives Restaurant Partnersproactive follow-ups and accommodateschanges to Restaurant Partners’ onlinepresence.

7.3 GOOGLE PREMIER PARTNER

A focused and optimized Google strategy iscentral for Restaurant Partners’ onlinesuccess – Google is the starting point for themajority of end-users’ online orderingprocess.

As a Google Premier Partner OrderYOYOholds the capabilities and Google relations toensure that each Restaurant Partner has asuccessful and optimized Google strategy.

Each Restaurant Partner’s Google strategycomprises three elements:

Google My Business (GMB). GMB is theRestaurant Partners’ online storefront. GMBis unique for the Restaurant Partner andshows centrally in the Google universewhen searching for the Restaurant Partner.Taking ownership of GMB to ensure that theGoogle search-result links to the RestaurantPartner’s own website is crucial and centralin all Google strategies. OrderYOYO ensuresthat GMB is claimed, optimized andcontinuously managed for the RestaurantPartners.

Search engine marketing (SEM). Whenend-users search for specific RestaurantPartners the Restaurant Partner’s websitehas to show up at the top of the shownadvertisements, instead of the food portalslinking the name of the Restaurant Partners.OrderYOYO ensures that marketing onGoogle is optimized for the RestaurantPartner.

Search engine optimization (SEO). Inaddition to advertisements on Google, theRestaurant Partners’ also needs to be topranked in the Google Search universe, whichis ensured by OrderYOYO.

Additionally, OrderYOYO offers a multichannelapproach through offline marketing solutionstailored to the takeaway Restaurant Partner toprovide the end-users with a seamless customerexperience.

MyGrowth marketing solutions are offered toRestaurant Partners on subscription on top ofbaseline marketing already offered byOrderYOYO as part of a partnership. See section7.4 Marketing.

7.2.4 MyCare

Successful onboarding is essential to kick-startthe Restaurant Partners’ growth journey withOrderYOYO.

Through the MyCare solution, new RestaurantPartners are swiftly onboarded, active accountmanagement is offered, and RestaurantPartners receive proactive advice.

A dedicated MyCare team onboard newRestaurant Partners to the OrderYOYO solutionsuite. The MyCare team ensures that RestaurantPartners receive a smooth start to their digitaljourney by helping Restaurant Partners set upeverything they need, such as proprietary orderand payment solutions, web domains andsearch engine optimization.

If Restaurant Partners require marketing advice,dedicated sales and account managers canadvise and design tailored marketing campaignsto grow and foster the Restaurant Partners’ end-user base.

MyCare delivers supporting tools andspecialist functions to help RestaurantPartners build, brand and grow theironline business

Sales and Account ManagementAdvisory of tailored marketing campaigns

through full suite marketing solution

Restaurant Partner CareConstant system monitoring and

proactive follow ups

OnboardingHelping Restaurant Partners set up

their online business

Solution overview

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“As a restaurant owner, it takes both time and resources that I don’t have to create and maintain a dedicated website and app, which also has an ordering system/ordering module. With OrderYOYO you get the whole package: website, app and design. The product works as it shall. Simple and functional.“

- Sercan Yücel, owner of Burger Palace (DK)

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OrderYOYO offers a full suite of tailoredmarketing solutions to RestaurantPartners to growth their online presenceand enhance end-user ordering

7.5 YOYO ACADEMY

With the YOYO Academy, OrderYOYO publishesarticles to help Restaurant Partners grow asuccessful digital business and increase theirend-user revenue. The articles include videotutorials, how-to guides and guides with insightsinto improved performance.

The purpose of the OrderYOYO Academy is toempower Restaurant Partners offering tools toimprove their product, performance and digitalpresence through highly functional e-learningtools on how to get the best out of theOrderYOYO solution.

In addition to assist current OrderYOYORestaurant Partners in growing their business,the YOYO Academy also serves as a strong leadprovider for OrderYOYO. In the YOYO Academy,potential OrderYOYO Restaurant Partners cansee several of the benefits they will enjoy if theypartner with OrderYOYO.

7.4 MARKETING

OrderYOYO offers as an integrated part of thesolution a full suite of marketing solutions,allowing Restaurant Partners to only focus ontheir core competencies; operating theirrestaurant. The marketing palette is split intofive categories.

Google marketing. In addition to theGoogle My Business services, OrderYOYOalso assists with Google Ads and SEO.

Furthermore, through Google it is possible toreach a specific target group. Google Adscan, therefore, have a substantial valuecreation when employed correctly. As aGoogle Premier Partner, Google’s highestrank, Google acknowledges OrderYOYO is anexpert at maximizing the value of Googleand meeting the performance standardsrequired by Google. Companies can not buya Google Premier Partner status it can onlybe achieved through qualifications andknowledge.

App notification. When RestaurantPartners use the app solution offered byOrderYOYO, they can engage with end-usersdirectly and send them tailormade pushnotifications. When deployed correctly, pushnotifications drives up the app usage andincreases repeated order flows.

Enhanced email marketing. RestaurantPartners can create and enhance emailmarketing campaigns aimed at keeping theend-users informed about the latestdevelopments and grow recurring sales.

Dynamic social media presence. WithOrderYOYO’s solution, Restaurant Partnerscan run targeted advertising campaigns onkey social media platforms. This grows theend-user base and increases the onlinepresence.

Tailored printed offerings. OrderYOYOhas key partnerships with print providersoffering Restaurant Partners flyers, menusand stickers with the aim of driving end-users to their online storefront and promotetheir latest offerings.

Dynamic social media presence Targeted campaigns on social media

Enhanced email marketing Keep end-users informed about latest

developments and drive recurring sales

Google marketingOrderYOYO ensures Restaurant Partners

are fully visible on Google

App notificationEngage with end-users directly via the

app

Solution overview

Tailored printed offerings Provide Restaurant Partners with flyers, menus and stickers to promote latest

offerings

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YOYO Academy provides RestaurantPartners with skills and knowledge tomanage and grow their digital business

7.6 TECHNOLOGICAL ARCHITECTUREDEVELOPED TO HANDLE SCALE ANDGROWTH

OrderYOYO has spent the last six yearsdeveloping and improving the solution toensure that it can scale and grow toaccommodate the expected development inorders in the coming years.

All the core solutions are developed to ensurethat OrderYOYO always has complete controlover the infrastructure and value chain by usingthe Microsoft cloud platform, Azure.

The solution must be available at all times. Theentire solution has been built to scale across thekey geographies while retaining strict datasecurity and compliance.

By using a cloud solution, OrderYOYO has aflexible architecture that supports the rapidgrowth OrderYOYO has experienced in recentyears and expects to experience in the comingyears.

OrderYOYO has demonstrated the ability to addnew components to the solution whenintroducing the MyBusiness app. RestaurantPartners can easily tailor their website or appuser interface to fit their design identity, alignedwith OrderYOYO's vision to empower the localtakeaway restaurants.

OrderYOYO is making the most efficient use ofavailable resources by leveraging strong andsuperior third-party resources, such asmarketing-, payment-, support-, contractsigning- and CRM-systems.

Insights into the OrderYOYOsolution

Detailed analyses on trends

Tips and insights into restaurant best practices

Solution overview

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8.1 FOCUS ON EUROPE

OrderYOYO has over the past six years built aEuropean market leading position in the marketfor white label online ordering, payment andmarketing solutions for takeaway restaurantsthrough focus on strong and deep marketpenetration in selected markets.

OrderYOYO intends to continue this focusedmarket leading penetration strategy throughincreased investments in the existing marketsand through investments in selected newEuropean markets.

The strategy is expected to result in a growth inRestaurant Partners equivalent to an annualizedcompound growth rate (CAGR) of more than59% from 2020 to 2023. This significant increasein Restaurant Partners will have a highly positiveeffect on both end-user revenues (GMV) andARR over the coming years.

OrderYOYO expects through this strategy tobecome a true European market leader in termsof market share and market presence.OrderYOYO’s investment efforts into thisstrategy, is summarized in the following threekey pillars to success.

8. Expectations for the Future

8.1.1 Focus on existing markets - investmore in UK market

UK market has by far the largest market oftakeaway restaurants in Europe. With approx.79,000 restaurants, more than 27,000 areaddressable by OrderYOYO.

OrderYOYO currently has a 10% market share inUK market. This poses significant opportunitiesfor going deeper into the UK market and investeven more in acquiring Restaurant Partners aswell as investing even more in existingRestaurant Partners to drive growth.OrderYOYO expects to grow ARR in the UKmarket from DKK 64m (March 2021) to morethan DKK 200m by December 2023.

8.1.2 New European Markets

OrderYOYO has the opportunity to create a trulyEuropean market leader and become thepreferred white-label-solution provider all overEurope.

OrderYOYO will initiate the market expansioninto Germany in H1 2022 and expects to enterSweden early 2023. The strategy is to go deep ineach new entered market and prepareconcurrently for further European launches.

Expectations for the Future

PRODUCT FEATURES

Execute on current road map to bring even more

value to Restaurant Partners

ORGANIZATIONAL INVESTMENTS

Build strong local country organizations to execute on

market potential

GROW BUSINESS

Accelerate market entries to new territories and invest further in the Restaurant

Partners’ growth potential

Preparations and Acceleration Drivers

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Entering new countries involve preparation ofeach market entry ahead of launch. Thisincludes the understanding of specific marketneeds, behavioral patterns, use of paymentsystems, etc. Additionally, understandingcountry specific and relevant third-partyintegrations is necessary as part of the productfeature development.

Organizational investments are highly necessarywhen entering new markets. Therefore, strongcountry organizations are crucial, and CountryManagers will be key to hire and onboard inevery new market. To support this, sales,onboarding and support functions must be builtinto this organizational setup.

Strong end-user revenue (GMV) 2018A –2023F (mDKK)

December run-rate GMV figures

8.2 FINANCIAL IMPACT & FTEs

8.1.3 Strong Annualized ARR

OrderYOYO expects to achieve an ARR ofapproximately DKK 275-300m in 2023. This willbe achieved through a more conservative futureARR growth rate from 2021 to 2023, with a CAGRof 48%, than achieved from 2018 to 2020, with aCAGR of 82%.

This development is a result of a strong increasein both end-user revenue (GMV) and RestaurantPartner retention rate. In 2020, the annualizedGMV was approximately DKK 1.2bn. This isexpected to grow to DKK 3.7-4.0bn in 2023corresponding to a CAGR of approximately~50%. OrderYOYO will continue to invest inproduct enhancements, however, forconservative reasons, no productivity gains havebeen budgeted.

Strong ARR development 2018A – 2023F(mDKK)

December run-rate ARR figures

3045

104125-135

175-200

275-300

18A 19A 20A 21B 22F 23F

DKKm 2020A 2021B 2022F 2023F

GMV 1,186 1.400-1.500 2.250-2.500 3.700-4.000

ARR 104 125-135 175-200 275-300

EBITDA 12.7 5-10 10-15 20-25

FTEs 114 194 293 431

Expectations for the Future

GMV and ARR December run-rateFull-year EBITDA

18A 19A 20A 21B 22F 23F

473735

1,186

1,400 -1,500

3,700 –4,000

2,250 –2,500

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“OrderYOYO is busier than our food portals – for every 15 orders we get from a food portal we get 30 through the tools provided by OrderYOYO”

- Shafi, owner of Grillo’s (UK)Pe

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9. Corporate Governance

9.1 BOARD OF DIRECTORS

OrderYOYO’s Board of Directors currentlyconsists of five members, including theChairman. The primary objective of the Board ofDirectors is to supervise the work of theExecutive Management and the direction of theoverall strategy. The Executive Management isresponsible for planning, leading and controllingthe day-to-day operations of the Company.

All Board members are elected for a term of 12months at the Annual General Meeting and maybe reelected. In case of parity of votes, theChairman has the casting vote. The businessaddress for the current members of the Boardof Directors is Masnedøgade 26, 2100København Ø, Denmark.

Overview of Board of Directors and independency assessment before the Offering

Name PositionBoard member

sinceIndependency

assessment Shares %

Jesper Johansen Chairman 2016 Not independent1) 5,588,299 11.64%

Preben Damgaard NielsenBoard

Member2016 Not independent2) 8,214,060 17.11%

Ulla Brockenhuus-SchackBoard

Member2016 Not independent3) 12,894,608 26.86%

Theis Regner Riber Søndergaard

Board Member

2016 Independent 133,606 0.28%

Jacob Christian BrattingPedersen

Board Member

2018 Not independent4) 9,500,596 19.79%

Corporate governance

The Company is ultimately governed by the Board of Directors. The Board consists of the followingmembers.

1) Jesper Johansen is a major shareholder in the Company through SOFIDA ApS, of which he owns 100%2) Preben Damgaard Nielsen is a major shareholder in the Company through Damgaard Company A/S, of

which he owns 100%3) Ulla Brockenhuus-Schack is Managing Partner in Seed Capital4) Jacob Christian Bratting Pedersen is Partner in Vækstfonden

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9.1.1 Description of the Board of Directors

Jesper JohansenChairman of the Board since 2016

Description: With a background in ManagementConsulting, Investment Banking and Private Equity Jesperworks as professional investor primarily in technologycompanies. In the last decade, Jesper has acted as chairmanand board member in a large number of highly successfulDanish companies including Mofibo, Plenti, Secunia,Libratone, RESON, Edulab and Endomondo amongst others.

Educational background: M.Sc. in Finance fromCopenhagen Business School.

Shares: Jesper is the owner of SOFIDA ApS, that uponcompletion of the Offering owns 10.7% of OrderYOYO A/S’shares.


Involvement with the commitments to companies over the past five years

Company Position Time periodOrderYOYO A/S Chairman 20-06-2016 - Present

SOFIDA ApS Management 05-11-2007 - Present

JJ HOLDING AF 1. MAJ 2000 ApS Management 02-08-2006 - Present

7 DAYS ApS Chairman 12-02-2021 - Present

7 DAYS ApS Board Member 02-07-2020 - 11-02-2021

Friheden Invest Holding ApS Board Member 31-01-2020 - 20-04-2020

FRIHEDEN INVEST A/S Board Member 15-05-2017 - 20-04-2020

EDULAB ApS Chairman 27-02-2019 - 02-03-2020

EASYTRANSLATE A/S Board Member 02-05-2019 - 25-06-2019

Homemate ApS Board Member 25-04-2019 - 25-06-2019

Carl Jensen A/S Board Member 16-11-2015 - 25-06-2019

Plenti ApS Chairman 14-03-2016 - 11-09-2017

MOFIBO BOOKS ApS Chairman 31-10-2014 - 20-05-2016

Endomondo ApS Board member 28-04-2014 - 05-01-2015

Secunia ApS Chairman 15-10-2010 - 11-09-2015

Libratone A/S Chairman 19-03-2014 - 26-06-2014

Teledyne RESON A/S Board member 02-09-2010 - 14-03-2013

Jesper Johansen has had the following merger, liquidation or bankruptcy during the past five years

Company Status Board member Comments

MAALTIDET A/S Merger: 30-10-201910-05-2019 to 25-06-2019

Acquired by Homemate

Plenti Aps Merger: 23-03-201814-03-2016to 11-09-2017

Acquired by TDC

High Ground Capital A/S Declaration: 12-01-201816-02-2016 to 31-08-2017

Solvent liquidation

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Preben Damgaard NielsenBoard Member since 2016

Description: Founder and CEO of Damgaard Data whichwas acquired by Microsoft in 2002. Additionally, Preben hasbeen a board member in some of the most well-knownDanish companies, such as TDC, Rockwool and Bang &Olufsen. Preben has extensive knowledge as boardmember in stock listed companies and currently sits on theboard of listed AO Johansen. Preben acts as a professionalbusiness angel and investor.Educational background: B.Sc. in Business Administrationand HD Diploma Organization, Informatics & Managementfrom Copenhagen Business School.

Shares: Preben is the owner of Damgaard Company A/S,that upon completion of the Offering owns 15.9% ofOrderYOYO A/S’ shares.



Company Position Time periodOrderYOYO A/S Board Member 20-06-2016 - Present

Fellowmind B.V. CEO 01-03-2021 - Present

Damgaard Family Invest IV ApS CEO 10-12-2018 - Present

DGH I ApS Management 29-06-2016 - Present

EJENDOMSSELSKABET TESCH ALLE ApS Management 28-10-2015 - Present

DAMGAARD GROUP HOLDING A/S Management 15-12-2009 - Present

GALLERI BO BJERGGAARD INTERNATIONAL ApS Management 19-02-2009 - Present

DAMGAARD FAMILY INVEST ApS CEO 07-11-2006 - Present

KATRINE DAMGAARD INVEST ApS CEO 07-11-2006 - Present

MARKUS DAMGAARD INVEST ApS CEO 07-11-2006 - Present

OLIVIA DAMGAARD INVEST ApS CEO 07-11-2006 - Present

DAMGAARD GROUP A/S CEO 29-03-2006 - Present

DAMGAARD COMPANY A/S CEO 04-08-2000 - Present

PD INTERNATIONAL INVEST ApS Management 06-05-1999 - Present

EJENDOMSSELSKABET OKTANTEN ApS Management 29-12-2008 - 21-10-2020PD ESTATE INTERNATIONAL ApS (Opløst ved Fusion, 20-02-2020)

Management 13-12-2019 - 20-02-2020

THE CLOSET ApS (Opløst ved Fusion, 20-02-2020) CEO 01-07-2013 - 20-02-2020

BBIP ApS Management 30-12-2016 - 20-12-2019

DGH II ApS (Opløst efter Likvidation, 24-01-2020) Management 29-06-2016 - 08-01-2019

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Company Position Time periodDamgaard Family Invest IV ApS Board Member 05-10-2020 - Present

KATRINE DAMGAARD INVEST ApS Board Member 05-10-2020 - Present

MARKUS DAMGAARD INVEST ApS Board Member 05-10-2020 - Present

OLIVIA DAMGAARD INVEST ApS Board Member 05-10-2020 - Present

PROACTIVE A/S Board Member 04-06-2020 - Present

FORMUEPLEJE HOLDING A/S Board Member 30-04-2020 - Present

Dixa ApS Chairman 04-02-2019 - Present

SAXO BANK A/S Board Member 13-09-2018 - Present

Too Good To Go ApS Chairman 25-04-2017 - Present

Too Good To Go Holding ApS Chairman 25-04-2017 - Present

TEMPLAFY ApS Chairman 17-01-2017 - Present

Scalepoint Technologies Denmark A/S Board Member 01-01-2017 - Present

Scalepoint Technologies Holding A/S Board Member 01-12-2016 - Present

CONFIGIT A/S Board Member 26-04-2016 - Present

Configit Holding A/S Board Member 26-04-2016 - Present

Nordic Cloud Technologies Aps Board Member 15-07-2013 - Present

7N A/S Chairman 26-02-2012 - Present

DAMGAARD GROUP HOLDING A/S Board Member 15-12-2009 - Present

Musceteers Holding A/S Chairman 31-07-2008 - Present

AO INVEST A/S Board Member 16-03-2007 - Present

BRØDRENE A. & O. JOHANSEN A/S Board Member 16-03-2007 - Present

DAMGAARD GROUP A/S Board Member 29-03-2006 - Present

DAMGAARD COMPANY A/S Board Member 04-08-2000 - Present

PROACTIVE A/S Chairman 30-05-2005 - 03-06-2020

Dixa ApS Board Member 11-07-2017 - 03-02-2019

Paperflow ApS Board Member 26-11-2015 - 19-07-2017

CONFIGIT BUILD A/S Board Member 26-04-2016 - 29-05-2017

Too Good To Go Holding ApS Board Member 16-11-2016 - 24-04-2017

TEMPLAFY ApS Board Member 24-09-2015 - 16-01-2017


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Preben Damgaard Nielsen has had the following merger, liquidation or bankruptcy during the past five years

Company Status Management Board member Comments

BBIP ApS Liquidation: 01-03-2021 30-12-2016 –20-12-2019

Acquired by Ole Thrane

Ejendomsselskabet Oktanten ApS

Liquidation: 21-10-2020 29-12-2008 –21-10-2020

In solvent liquidation

PD Estate International Aps Merger: 20-02-2020 13-12-2019 –20-02-2020

Fusion, Solvent liquidation

The Closet ApS Merger: 20-02-2020 1-7-2013 –20-02-2020


DGH II ApS Liquidation: 24-01-2020 29-6-2016 –08-01-2019

Solvent liquidation

DAMGAARD FAMILY INVEST II ApS

Declaration: 25-06-2018 22-12-2014 –25-06-2018

Solvent liquidation

Plenti ApS Fusion: 23-03-2018 03-03-2017 –11-09-2017

Acquired by TDC

Too Good To Go ApS Merger: 15-08-2017 25-04-2017 –15-08-2017


GALLERI BB HOLDING ApS Merger: 10-02-2017 19-02-2009 –10-02-2017


DGH III ApS Declaration: 10-01-2017 29-06-2016 –10-01-2017

Solvent liquidation

DAMGAARD GROUP HOLDING II ApS

Cleavage: 29-06-2016 04-09-2013 –29-06-2016

Cleavage, Solvent liquidation

BILLIG VVS ApS Merger: 13-01-2017 27-08-2015 –13-01-2017

Acquired by BrødreneA & O Johansen

CIRQUE HOLDING A/S Liquidation: 10-12-2019 16-12-2013 –22-11-2016

Solvent liquidation

PROACTIVE INNOVATION A/S

Declaration: 01-06-2016 24-04-2009 –01-06-2016

Solvent liquidation

CIRQUE A/S Merger: 06-03-2017 16-12-2013 –31-03-2016

Acquired by TDC

CIRQUE BREDBÅND A/S Merger: 02-11-2016 16-12-2013 –31-03-2016

Acquired by TDC

CIRQUE SYSTEMS A/S Merger: 06-03-2017 16-12-2013 –31-03-2016

Acquired by TDC


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Ulla Brockenhuus-SchackBoard Member since 2016

Description: Ulla is Managing Partner at Seed Capitalwhere she is responsible for the partner team, support staffand five current Seed Capital investments. Ulla hasextensive experience within the innovation environment,which includes positions as Board Member in companiessuch as Active Owners Denmark, Veo Technologies, Vivinio,Tattoodo and many more.

Educational background: MBA in Strategy and Innovationfrom Columbia Business School.

Shares: Ulla is Managing Partner at Seed Capital that uponcompletion of the Offering owns 23.9% of OrderYOYO A/S’shares.

Involvement with the commitments to companies over the past five yearsCompany Position Time periodOrderYOYO A/S Board Member 20-06-2016 - Present

Seed Capital Denmark III 2021 K/S Managing Partner 04-04-2021 - Present

Seed Capital Denmark IV K/S CEO 07-07-2020 - PresentSeed Capital Management IV I/S Chairman 14-05-2020 - PresentUBS4 ApS Management 24-04-2020 - PresentSeed Capital Denmark II 2019 K/S Managing Partner 22-02-2019 - PresentTATTOODO ApS Board Member 20-06-2019 - PresentVeo Technologies ApS Board Member 10-05-2017 - PresentSEED Capital Denmark III K/S CEO 01-06-2015 - PresentSEED Capital Management III I/S Board Member 01-06-2015 - PresentUBS3 ApS Management 26-05-2015 - PresentEXPANITE A/S Board Member 17-04-2013 - PresentEXPANITE TECHNOLOGY A/S Board Member 17-04-2013 - PresentTIVOLI A/S Board Member 30-04-2009 - PresentBrancheforeningen for Aktive Ejere i Danmark Board Member 05-03-2008 - PresentUBS2 ApS Management 18-11-2004 - PresentUBS ApS Management 22-10-1999 - PresentWilliam Demant Fonden Board Member 19-04-2012 - 25-03-2020WILLIAM DEMANT INVEST A/S Board Member 19-04-2012 - 25-03-2020TONSSER ApS Board Member 11-05-2017 - 30-11-2018PreSeed Ventures A/S Management 19-05-2003 - 22-05-2017AMMINEX EMISSIONS TECHNOLOGY A/S Board Member 26-11-2012 - 28-11-2016MOFIBO BOOKS ApS Board Member 01-12-2014 - 20-05-2016Seed Capital Denmark II K/S Managing Partner 29-01-2012 - PresentMary Fonden H.K.H. Kronprinsesse Marys Fond Board Member 2007 - Present

Seed Capital Management I/S, Managing Partner 01-12-2004 - Present


Ulla Brockenhuus-Schack has had the following merger, liquidation or bankruptcy during the past five yearsCompany Status Time period Comments

SEED Capital Denmark K/S

Solvent liquidated 01-12-2004 to 29-10-2018 Solvent liquidation

DTU-INVEST K/S Solvent liquidated 19-05-2003 to 09-05-2016 Solvent liquidation

SL-10 A/S Bankruptcy: 13-03-2018 08-12-2015 to 31-01-2016Bankruptcy due to failure of the company to secure further funding

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Theis Regner Riber Søndergaard Board Member since 2016

Description: Theis is a highly-talented serial entrepreneur.Theis has co-founded companies such as Vivino,Fusentasterne and BullGuard and currently serves as ChiefProduct Officer at the world’s most popular winecommunity, Vivino. Theis has extensive experience fromgrowing IT start-ups having expanded BullGuard from 2 to100 employees in 7 years.

Educational background: Danish School of Journalism.

Shares: Upon completion of the Offering Theis owns 0.2%of OrderYOYO A/S’ shares.


Company Position Time periodOrderYOYO A/S Board Member 30-08-2016 - Present

Too Good To Go ApS Board Member 18-09-2018 - Present

Too Good To Go Holding ApS Board Member 18-09-2018 - Present

VIVINO ApS Management 22-09-2015 - Present


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Jacob Christian Bratting PedersenBoard Member since 2018

Description: Jacob has several years of experience withinthe venture capital market, as Partner at Northcap andcurrently Partner at VF Venture (Vækstfonden). Jacob holdsseveral Board Member seats in SaaS companies currentlyincluding eloomi, Monsido, Tame, raffle.ai and Neurons Inc.

Educational background: MSc in Business Administrationand Commercial Law at Copenhagen Business School.

Shares: Jacob is Partner at VF Venture, owned byVækstfonden, that upon completion of the Offering owns19.0% of OrderYOYO A/S’ shares.


Company Position Time periodOrderYOYO A/S Board Member 16-03-2018 Present

Tame ApS Board Member 31-03-2021 Present

MACETTO ApS CEO 16-05-2012 Present

NEURONS INC. ApS Board Member 23-10-2020 Present

raffle.ai ApS Board Member 24-01-2020 Present

BILLETTO ApS Board Member 27-05-2019 Present

VÆKSTFONDEN Board Member 04-09-2018 Present

MONSIDO ApS Board Member 03-09-2018 Present

eloomi A/S Vice Chairman 01-01-2018 Present

BLACKWOOD SEVEN A/S Board Member 11-10-2017 Present

SIGMA ESTIMATES A/S Chairman 01-01-2020 05-10-2020

SIGMA ESTIMATES A/S Board Member 07-08-2017 31-12-2019

BILLETTO ApS Chairman 18-09-2017 26-05-2019

eloomi A/S Board Member 07-07-2017 31-12-2017

NCP-IVS III GP ApS Management 16-05-2012 15-06-2017

Kolibri Technology A/S Chairman 11-05-2016 15-06-2017

LINKFIRE ApS Board Member 11-09-2015 15-06-2017

COLEGO A/S Board Member 15-03-2016 12-06-2017

Kolibri Forsikringsagentur ApS Management 05-05-2016 01-09-2016

COLEGO A/S Management 15-03-2016 17-05-2016

Kolibri Technology A/S Board Member 06-09-2013 11-05-2016


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Søren GammelgaardCEO/CFO since 2017

Description: Søren has been CEO since 2019 and CFO since2017 at OrderYOYO. Søren brings more than 10 years of C-level experience to his current position with CFO experiencefrom companies such as Profil Optik, ISS and LEO Pharma.

Educational background: M.Sc. in Finance & Accountingfrom Copenhagen Business School.

Shares: Søren is the owner of Note Bleue ApS that uponcompletion of the Offering owns 0.4% of OrderYOYO A/S’shares. In addition, Søren holds 1,674,583 warrants – ofwhich 472,129 can be exercised at a strike price of DKK 1.22and the remaining 1,202,454 can be exercised at a strikeprice of DKK 13.60.

9.2 DESCRIPTION OF THE MANAGEMENT TEAM

The management team of the Company possesses extensive leadership practice, and comprehensiveknowledge of operating large technology companies focusing on the global take away market. Themanagement team consists of the following key individuals:

[INSERT PICTURE]


Søren Gammelgaard has had the following merger, liquidation or bankruptcy during the past five years

Company Status Management Comments

Soga ApS Dissolution30-12-2016 –17-10-2019

Solvent liquidation

4MW ApS Dissolution06-01-2017 –17-10-2019

Solvent liquidation

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Jesper JakobsenCountry Manager, Denmark since 2019

Description: With more than 10 years of experience servingas a Director in Just Eat, Jesper brings a deep understandingof the takeaway market. As Country Manager, Jesper isresponsible for executing the sales and operationalactivates in the Danish market supporting the growthstrategy of OrderYOYO.

Educational background: Higher commercial certificatefrom Business College Syd.

Shares: Jesper currently owns no shares in OrderYOYO A/S,but holds 531,145 warrants that can be exercised at a strikeprice of DKK 1.22.

Ralf SohlCTO as of August 2021

Description: Ralf Sohl has been engaged as new CTO and will join the Company the 1 August 2021. Ralf is an experienced technical advisor within product strategies, commercial execution and the underlying technicalstructures and designs. Ralf brings more than 15 years of hands-on CTO experience and leadership in building teams and digital products.

Educational background: Computer Science (AP).

Shares: Ralf currently owns no shares in OrderYOYO A/Sbut will be granted 708,194 warrants at a strike price of DKK13.60 when joining the Company.

Kristian BrønsbjergCCO, UK/Ireland Country Manager since 2020

Description: With more than 6 years experience as SalesDirector for Denmark & Norway at Just Eat and priorcommercial leadership roles in FMCG, Kristian is an expertat executing sales and commercial activities in the onlinefoodservice industry.

Educational background: Executive MBA fromCopenhagen Business School, Marketing & MarketingManagement from Copenhagen Business School, GraduateDiploma in Business Administration.

Shares: Kristian currently owns no shares in OrderYOYOA/S, but holds 973,767 warrants – of which 708,194 can beexercised at a strike price of DKK 1.22 and the remaining265,573 can be exercised at a strike price of DKK 13.60.

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9.3 EXECUTIVE MANAGEMENT ANDMANAGEMENT TEAM

9.3.1 Executive Management

The CEO (Executive Management) is responsiblefor the daily operations of OrderYOYO. Further,the Executive Management, together with theFinance department, ensures that theCompany’s bookkeeping follows the applicablerules and regulations, and that theadministration of the Company’s assets iscarried out in an appropriate manner.

9.3.2 The Management Team

In addition to the Executive Management,OrderYOYO’s Management Team comprisesvarious specialist functions with experiencedmanagement within each function;Development, Product, Finance, Sales andMarketing. OrderYOYO has a strong andexperienced Management Team with dedicatedexperts in sales, commercial and technology aswell as significant experience in the online takeaway market.

9.4 BOARD PRACTICES AND GOVERNANCE

OrderYOYO has well-established processes forcorporate governance and internal control. Aspart of the Company’s governance structure, theBoard of Directors has compiled detailedinstructions for the Executive Managementclearly stating the distribution of responsibilitiesbetween the Executive Management and theBoard of Directors, the internal division ofresponsibilities in the Executive Management,and the obligations of the Board of Directorsand the Executive Management respectively.

The Board of Directors holds the ultimateresponsibility for the Company and thesupervision of the Executive Management. Thearticles of association state that the Board ofDirectors is elected by the Company’sshareholders at the annual general meeting.Board members are elected for one-year terms.The outcome of a given subject is determinedbased on majority of votes.

In addition to the Annual General Meeting andquarterly Board meetings, the Board ofDirectors gather as the Chairman of the Boardof Directors deems necessary, and whenrequested by a director or manager.

The Board of Directors is responsible forensuring that the Company is managed in anappropriate manner in accordance with Danishlegislation.

The Board of Directors is responsible forensuring that bookkeeping and administrationof assets is done in a satisfactory manner.Further, the Board of Directors is responsiblefor ensuring that the financial position is alwaysappropriate in relation to the operation of theCompany.

9.4.1 Statement on past records

For the previous five years, none of themembers of the Board of Directors and theExecutive Management have been;

• convicted of fraudulent offenses,• been involved in any official public

incrimination and/or sanction, or• been disqualified by the courts from acting

as a member of the administrative,managerial or supervisory body of acompany.

In addition, none of the members of the Boardof Directors and the Executive Managementhave served as officer in a company that hasentered bankruptcy, receivership or liquidation– except for the specific situations provided insection 9.1.1 Description of the Board ofDirectors.


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9.5 WARRANTS

The Company has implemented a long-termwarrant program with the purpose toincentivize and align interests of managementand the shareholders of the Company goingforward.

Prior to completion of the IPO the Company willsettle and discontinue its current warrantprogram and implement a new program alongthe lines of the current program in connectionwith the IPO.

9.5.1 Post-IPO Warrants

On 30 June 2021, 3,179,495 Warrants ("IPOWarrants") will be issued to ExecutiveManagement and key employees (the “IPOWarrant Program”). The IPO Warrant Programwill be introduced on materially the same termsas the current Pre-IPO Warrant Program (asdefined below) with issuance of the IPO WarrantProgram being subject to completion of the IPO.

On 30 June 2021, the Board of Directors will begranted an authorisation by the generalmeeting of the Company to issue a total of (i)1,711,468 IPO Warrants which each grants theright to subscribe for one Share at a price ofDKK 1.22 per share of nominally DKK 0.01 and(ii) 3,974,628 IPO Warrants which each grantsthe right to subscribe for one Share at a price ofDKK 13.60 per share of nominally DKK 0.01. Thetotal authorisation therefore corresponds to5,686,096 IPO Warrants and the Board ofDirectors are authorised to increase theCompany's share capital up to nominal DKK56,860.96 as a result of the exercise of IPOWarrants. The authorisation will be valid for 5years from completion of the IPO.


Name Number of warrants Strike priceRight to subscribe for shares of nominally (DKK)

Søren Gammelgaard 472,129 DKK 1.22 4,721.29

Søren Gammelgaard 1,202,454 DKK 13.60 12,024.54

Kristian Brønsbjerg 708,194 DKK 1.22 7,081.94

Kristian Brønsbjerg 265,573 DKK 13.60 2,655.73

Ralf Sohl1) 708,194 DKK 13.60 7,081.94

Jesper Jakobsen 531,145 DKK 1.22 5,311.45

1) Ralf Sohl will be granted 708,194 warrants at a strike price of DKK 13.60 when joining the Company on 1 August 2021

The Board of Directors will upon completion ofthe IPO have utilized part of its authorisation byissuing 3,179,495 IPO Warrants allocated inaccordance with the table below:

The Board of Directors will hereafter beauthorised to issue a total of additional2,506,601 IPO Warrants. It is the intention of theCompany to utilize these IPO Warrants forattracting and retaining future highly skilledemployees and members of Management. RalfSohl will be granted 708,194 warrants at a strikeprice of DKK 13.60 when joining the Companyon 1 August 2021 after which the authorizationof Board of Directors to issue IPO Warrants willbe reduced to 1,798,407 IPO Warrants.

The terms of the granted warrants are set out insection 6 in the Company's articles ofassociation as reflected in section 19 Articles ofassociation.

9.5.2 Pre-IPO Warrants

As of the date hereof, the Company has a pre-IPO warrant program in place (the "Pre-IPOWarrants") which will discontinue in connectionwith the IPO.

The agreements governing the terms of the Pre-IPO Warrants contain a provision on acceleratedvesting and exercise of the Pre-IPO Warrants inconnection with completion of an exit or an IPO.Such agreements also contain an option for theCompany to settle Pre-IPO Warrants by way of acash settlement. According to the terms andconditions of the Pre-IPO warrant program, thewarrant holders will have an exercise window of10 working days during which all allocated Pre-IPO Warrants may be exercised. The exercisewindow will have lapsed prior to the first day oftrading.

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As of 30 June 2021, it is expected that 573,645Pre-IPO Warrants will be cash-settled, whereas1,854,746 Pre-IPO Warrants will be exercisedresulting in a maximum nominal capital increaseof DKK 18,547.46 prior to the Offering, andwhereas 1,711,468 Pre-IPO Warrants will not beexercised within the exercise period and suchwarrants will lapse without furthercompensation on 30 June 2021 and be replacedby IPO warrants (parallel warrants). As a result,after 30 June 2021, the Pre-IPO Warrantsprogram will have been fully terminated.

The above-mentioned actions have been takeninto consideration in the determination of theOffer Price.

9.6 REMUNERATION POLICY

9.6.1 Remuneration and bonus for the CEO

In 2021, the CEO will receive an annual basesalary of DKK 1.2m. In addition, the CEO iseligible to receive a performance bonus of up toDKK 375,000. As a one-off, the CEO will receive afunding bonus of DKK 2.4m to be paid at thetime of completion of the IPO on Nasdaq FirstNorth Growth Market Denmark – and certainIPO Warrants with a strike price of DKK 13.60 asdescribed above. Following the IPO, the CEO willbe eligible for a stay-on bonus of DKK 2.5m tobe paid out 31 December 2021, subject tocontinued employment.

9.6.2 Remuneration for the member of theBoard of Directors

The Chairman of the Board of Directors hassince 1 July 2019 and up until the IPO on NasdaqFirst North Growth Market Denmark beenentitled to a monthly compensation of DKK50,000. The aggregated amount will be paid outat the time of the IPO after which this monthlycompensation will cease.

The current members of the Board of Directorshave previously been compensated with Pre-IPOWarrants which will be exercised and convertedto shares in the Company prior to the IPO as setout in section 9.5 Warrants.

Apart from the warrants granted to theChairman of the Board of Directors, it isexpected that no current members of the Boardof Directors will receive any renumerationneither in cash nor in warrants. However, it isexpected that future members of the Board ofDirectors will receive a minor grant of IPOWarrants as part of their onboarding. Suchgrant of IPO Warrants will be subject to thewarrant terms in section 6.1 of the articles ofassociation.

9.7 FINANCIAL CALENDAR


Half-year report 2021 25.08.2021

Annual report 2021 22.03.2022

Annual General Meeting 20.04.2022

Half-year report 2022 22.08.2022

Annual report 2022 20.03.2023

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10. Current share capital and ownership structure

10.1 SHARE CAPITAL INFORMATION

Prior to Offering, the Company has 48,009,510Existing Shares with each share having a valueof nominally DKK 0.01 amounting to a totalshare capital of DKK 480,095.10. With referenceto Section 10.7, the Company has 40,000,000Existing Shares with a nominal value of DKK 0,01each corresponding to a total share capital ofDKK 400,000.00 as of the date of this CompanyDescription. Following the completion of theOffering, Private Placement, merger of shareclasses and the exercise of Pre IPO Warrants,the share capital will increase to DKK 538,477.45corresponding to 53,847,745 shares of anominal value of DKK 0,01 each.

Prior to the Offering, six Major Shareholderstogether own 95.70% of the Existing Shares inthe Company, the rest is distributed betweenminor shareholders. Prior to the Offering, T.Paulsen Holding IVS and T. Angelo Holding ApShave entered into undertakings concerning thesale of 919,117 Existing Shares and 919,118Existing Shares respectively. The undertakingsare conditional upon completion of the Offeringand will be settled at the same time as thePrivate Placement Shares. After the IPO the sixMajor Shareholders will together own 84.30% ofthe Shares.

To the knowledge of the Company and theBoard of Directors, the Company is not directlyor indirectly owned or controlled by any otherentity or person other than the statedshareholders in section 10.6 Ownership.

Additionally, to the knowledge of the Companyand the Board of Directors, there are noarrangements which may cause or prevent achange of control in the Company.

To the knowledge of the Board of Directors,there are no existing or potential conflicts ofinterests between the duties to the Company,Executive Management, key employees or theBoard of Directors and their private interest orother duties other than as disclosed in section14.3 Related parties transactions. To theknowledge of the Board of Directors, there areno arrangements or understandings with majorshareholders, customers or other individuals towhich any person in management or Board ofDirectors was employed or appointed.

10.1.1 Share class and voting rights

After 30 June 2021, the Company will have oneshare class. All Shares will have equal rights. TheOffer Shares are issued with a nominal value ofDKK 0.01 per Share.

Each Share gives the shareholder one vote atthe Company’s annual general meeting.

10.1.2 Authorization to issue warrants

The Board of Directors will in the period until 30June 2026 be authorized to issue up to1,711,468 IPO Warrants on one occasion at astrike price of DKK 1.22 and further to issue upto 3,974,628 warrants on one or more occasionsat a strike price of DKK 13.60. Each IPO Warrantentitles the holder to subscribe for 1 share ofnominally DKK 0.01 in the Company.

At the same time the Board of Directors will beauthorised to adopt the capital increases relatedto the exercise of the IPO Warrants up tonominally DKK 56,860.96, and to further carryout the necessary consequential amendmentsof the articles of association of the Company.The authorisation will allow the Board ofDirectors to issue IPO Warrants to members ofthe management board and employees,including employees whose employment havenot yet begun, of the Company and theCompany's subsidiaries.

Current share capital and ownership structure

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Issue of IPO Warrants shall be carried out inaccordance with the warrant terms specified inschedule 1 to the articles of association. For thenew shares issued by the exercise of warrants,the terms set out in the Warrant Terms insection 6. of the articles of association shallapply. The Board of Directors can determine theadditional terms for IPO Warrants in connectionwith the Board of Directors' exercise of theauthorisation.

On 30 June 2021, the Board of Directors willpartly utilize the above authorisation by way ofissue of IPO Warrants as set out in section 9.5Warrants. At the same time, the Board ofDirectors will decide to implement the capitalincrease related to the exercise of warrants.After completion of the IPO, the remainingauthorisation will amount to issuance of2,506,601 IPO Warrants and to execute therelated increase of the share capital with up tonominally DKK 25,066.01.

10.2 AUTHORIZATIONS TO EXECUTECAPITAL INCREASES

In the period until 31 December 2021, the Boardof Directors is authorised to execute the IPOand increase the Company's share capital withand/or without pre-emption rights for theCompany’s existing shareholders by up to anominal amount of DKK 138,477.45. The capitalincrease shall be effected by cash payment atmarket price or by issue of bonus shares at aprice that might be below market price.

In the period until 30 June 2026, the Board ofDirectors will be authorised on one or moreoccasions to increase the share capital withoutpre-emptive rights for the existing shareholdersby cash contribution; contribution in kind;and/or conversion of debt by issuance of newshares of no more than nominal DKK102,554.00. The subscription is to be made atmarket price.

In the period until 30 June 2026, the Board ofDirectors will be authorised to increase thecompany’s share capital in one or more issuesof new shares with pre-emption rights for thecompany’s existing share-holders by up to anominal amount of DKK 102,554.00. The capitalincrease shall take place at a price to bedetermined by the Board of Directors, whichmay be below marked price and may beeffected by cash payment, conversion of debt orby contribution in kind.

10.3 SALE OF EXISTING SHARES

The current shareholders, T. Paulsen HoldingIVS and T. Angelo Holding ApS, has each enteredinto separate share transfer agreementsregarding sale of Existing Shares at a purchaseprice of DKK 12.5m each, corresponding to atotal amount of DKK 25m. The closing of thesale of these Existing Shares are conditionalupon completion of the Offering and will besettled together with settlement of the NewShares.

10.4 PRIVATE PLACEMENT

As all existing Major Shareholders and PreSeedVentures A/S have entered into lock-upagreements, the Company has, in order to fulfillfree float requirements of 10%, prior to theOffering concluded a Private Placement tocertain Private Placement Investors of a total of1,470,588 Private Placement Shares at a priceper share equal to the Offer Price. The grossproceeds from the Private Placement amount toDKK 20m. The Private Placement is conditionalupon completion of the Offering and will besettled together with settlement of the OfferShares.

The Company has prior to the Offering obtaineda Private Placement of DKK 20m from PrivatePlacement Investors for a total of 1,470,588 newshares. The Private Placement is conditionalupon completion of the Offering and will besettled at the same time as the Offer Shares.

10.5 TREASURY SHARES

As at the date of this Company Description, theCompany does not hold any treasury shares.

However, at an extraordinary general meetingheld 10 June 2021, the Board of Directors wereauthorized to acquire 7,000 treasury shares at anominal value of DKK 0.01, in connection withthe admission to trading of the Company'sShares, a price of DKK 13.60 per shareamounting to a nominal value of DKK 70.00.These shares have been acquired in the PrivatePlacement and will be settled as part of thesettlement of the Private Placement on June 302021, subject to completion of the IPO.

Upon settlement and following the admission totrading, the shares will be granted to employeesof OrderYOYO as a token of appreciation fortheir hard work and dedication, which hasfueled the success of OrderYOYO.


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10.6 OWNERSHIP


1) the Board of Directors where authorized to acquire 7,000 treasury shares at a nominal value of DKK 0.01, in connection with the admission to trading of the Company's Shares, a price of DKK 13.60 per share amounting to a nominal value of DKK 70.00. These shares have been acquired in the Private Placement and will be settled as part of the settlement of the Private Placement on June 30, 2021, subject to completion of the IPO.

Upon distribution of the IPO-grant to employeesexpected to be completed no later than August2021, the company will hold a limited number oftreasury shares not distributed to employees aspart of the IPO-grant. Current members of theManagement Team are not eligible to receivethe IPO-grant.

Thus, each employee engaged on a continuousbasis by OrderYOYO on 1 July 2021, will receivean IPO-grant of 50 shares allowing them toparticipate in the continued success of theCompany.

Pre-IPO Post-IPO

Shareholder # of shares Percent # of shares PercentT. Paulsen Holding IVS 2,776,710 5.78% 1,857,593 3.45%T. Angelo Holding ApS 6,972,774 14.52% 6,053,656 11.24%PreSeed Ventures A/S 1,657,218 3.45% 1,657,218 3.08%SEED Capital Denmark III K/S 12,894,608 26.86% 12,894,608 23.95%Damgaard Company A/S 8,214,060 17.11% 8,581,707 15.94%SOFIDA ApS 5,588,299 11.64% 5,772,123 10.72%Vækstfonden 9,500,596 19.79% 10,235,889 19.01%Note Bleue Aps 236,065 0.49% 236,065 0.44%Theis Søndergaard 133,606 0.28% 133,606 0.25%Edgaras Bubelis 35,574 0.07% 35,624 0.07%

Total (Existing Shareholders) 48,009,510 100.00% 47,458,089 88.13%

Private Placement 1) 1,470,538 2.73%

BankInvest 1,470,588 2.73%

New shareholders 3,448,530 6.40%

Total 48,009,510 100.00% 53,847,745 100.00%

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Overview of warrants

1) Ralf Sohl will be granted 708,194 warrants at a strike price of DKK 13.60 when joining the Company on 1 August 20212) Ralf Sohl will be granted 708,194 warrants out of the 2,506,601 warrants from the new warrant program. After Ralf Sohl have been granted the warrants the remaining number of warrants are 1,798,407.

Name Number of warrants

Strike price (DKK) Vesting period Exercise window

Right to subscribe for shares of nominally DKK 0.01 each upon full exercise

Nominal capital increase in the company as a consequence of full exercise

Total exercise price (DKK)

Warrants can be exercised after the end of the vesting period. The Company's exercise window is 14 business days following the publication of the Company's half-yearly report or annual report (or quarterly report of if the Company should initiate publishing its quarterly reports) whatever comes first after the end of the full vesting period. The warrants must be exercised no later than at 12 months after the end of the vesting period.

472,129 4,721 575,997.38 Søren Gammelgaard 472,129 1.22

23/48 of the warrants are vested. The remaining warrants will vest on a monthly basis on the last day of each month in the subsequent 25 months following the IPO

Søren Gammelgaard 1,202,454

13.60

Fully vested as of the date of the IPO and exercisable 60 months hereafter.

1,202,454 12,025 16,353,374.40

Jesper Jakobsen531,145

1.22

14/48 of the warrants are vested.

531,145 5,311 647,996.90

The remaining warrants will vest on a monthly basis on the last day of each month in the subsequent 34 months following the IPO

Kristian Brønsbjerg708,194

1.22

9/48 of the warrants are vested. The remaining warrants will vest on a monthly basis on the last day of each month in the subsequent 39 months following the IPO

708,194 7,082 863,996.68

Kristian Brønsbjerg 265,573 13.60

1/48 of the Warrants will vest on a monthly basis on the last day of each month in the subsequent 48 months

265,573 2,656 3,611,792.80

Ralf Sohl 1) 708,194 13.60

1/48 of the Warrants will vest on a monthly basis on the last day of each month in the subsequent 48 months

708,194 7,082 9,631,438.40

Total 3,887,689 3,887,689 38,877 31,684,596.56

Remaining warrant authorization 2) 1,798,407 1,798,407

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10.7 DEVELOPMENT IN SHARE CAPITAL


Date Company Event Investor Shareprice

(DKK)

Nom. value

per share (DKK)

Nom. change

DKK

Nom. share

capital post

change (DKK)

Number of shares

Total value of capital

raise(DKK)

June 20, 2016

iWaiterAppApS*

Capital increase by cash contribution and conversion of debt1)

See below

360/500** 1,0 39,469.00 108,644.00 108,644 16,644,672

February 1, 2017

OrderYOYO ApS

Capital increase by cash contribution2)

See below

350 1,0 18,571.00 127,215.00 127,215 6,499,850

August 7, 2017

OrderYOYO ApS


See below

350 1,0 14,286.00 141,501.00 141,501 5,000,100

March 16, 2018

OrderYOYO ApS


See below

500 1,0 40,000.00 181,501.00 181,501 20,000,000

January 21, 2019

OrderYOYO ApS

Capital increase by cash contribution 5)

See below

500 1,0 40,000.00 221,501.00 221,501 20,000,000

February 6, 2020

OrderYOYO ApS

Capital increase by cash contribution 6)

See below

400 1,0 22,500.00 244,001.00 22,500 9,000,000

April 16, 2021

OrderYOYO A/S

Share split 1:100 7) - 0,01 - 244,001.00 24,400,100 -

April 16, 2021

OrderYOYO A/S

Capital increase by issuance of bonus shares proportionally 8)

See below

- 0,01 155,999.00 400,000.00 40,000,000 -

June 30, 2021 (expectedly)

OrderYOYOA/S

Capital increase by issue of bonus shares (merger of share classes) and exercise of Pre-IPO

Warrants) 9)

- 0,01 80,095.10 480,095.10 48,009,510 -

June 30, 2021 (expectedly)

OrderYOYO A/S

Capital increase upon completion of the Offering and Private

Placement) 10)

See below

13.60 0,01 58,382.35 538,477.45 53,847,745 79,400,000

1) Subscribed by: Seed Capital III Denmark K/S: 20,110 shares (16.111 shares at DKK 360 per share and 3,999 shares at DKK 500 per share), T. Angelo Holding ApS: 5,961 shares by cash contribution (3,183 shares) and conversion of debt (2,778 shares) at DKK 360 per share, Damgaard Company A/S: 10,999 shares at DKK 500 per share and SOFIDA ApS: 2,399 shares at DKK 500 per share.

2) Subscribed by: Seed Capital III Denmark K/S: 9,689 shares, T. Angelo Holding ApS: 1,615 shares, Damgaard Company A/S: 4,845 shares and SOFIDA ApS: 2,422 shares.

3) Subscribed by: Seed Capital III Denmark K/S: 7,454 shares, T. Angelo Holding ApS: 1,242 shares, Damgaard Company A/S: 3,726 shares and SOFIDA ApS: 1,864 shares.

4) Subscribed by: Seed Capital III Denmark K/S: 10,000 shares, Vækstfonden: 20,000 shares, Damgaard Company A/S: 6,000 shares and SOFIDA ApS: 4,000 shares.



7) At the ordinary general meeting held 16 April 2021, the shareholders in OrderYOYO resolved to complete a share split. Consequently, the nominal value of the shares changed from DKK 1,00 to DKK 0,01.

8) At the ordinary general meeting held 16 April 2021, the shareholders in OrderYOYO resolved to increase the share capital from DKK 244,001 to DKK 400,000 through issuance of bonus shares proportionally to the existing shareholders. At the same time, it was decided to convert the Company from an ApS to an A/S.

9) On 30 June 2021, the share capital will be i) increased with nominally DKK 61,548.64 by issue of bonus shares (merger of share classes) and ii) increased with nominally DKK 18,547.46 by exercise of certain Pre-IPO Warrants.

10) On 30 June 2021, the share capital will be i) increased with nominally DKK 43,676.47 upon completion of the Offering and ii) increased with nominally DKK 14,705,88 upon completion of the Private Placement from 18 new private investors.

*Name change from iWaiterApp ApS to OrderYOYO ApS on June 15, 2016.** Price per share rounded to DKK 500 from DKK 500.00145 for the purpose of this Company Description.

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11. Selected financial information

OrderYOYO’s financial performance for thefinancial years of 2019 and 2020 is presentedbelow. This information is based on theCompany’s audited financial reports.

OrderYOYO’s annual reports have been auditedby Deloitte.

The Company’s financial reports have beenprepared in accordance with the provisions ofthe Danish Financial Statements Act forenterprises in reporting class C.

OrderYOYO’s annual reports are available onthe Company’s website at:

https://www.orderyoyo.com

Consolidated profit and loss statement for OrderYOYO A/S

DKK’000 2020 2019

Gross profit 35,442 7,575

Staff costs (34,194) (34,932)

Depreciation, amortization and impairment losses (756) (210)

Other operating expenses 0 (101)

Operating profit/loss 492 (27,668)

Other financial income 0 1,229

Other financial expenses (4,084) (1,853)

Profit/loss before tax (3,592) (28,292)

Tax on profit/loss for the year 2,522 3,026

Profit/loss for the year (1,070) (25,266)

Selected financial information

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Consolidated balance sheet for OrderYOYO A/S

DKK’000 2020 2019Assets

Completed development project 1,642 0

Development projects in progress 8,687 0

Intangible assets 10,329 0

Other fixtures and fittings, tools and equipment 1,577 905

Property, plant and equipment 1,577 905

Deposits 422 372

Fixed asset investments 422 372

Fixed assets 12,328 1,277

Manufactured goods and goods for resale 648 665

Inventories 648 665

Trade receivables 1,294 3,978

Other receivables 2,578 1,104

Income tax receivables 2,522 3,026

Prepayments 1,720 951

Receivables 8,114 9,059

Cash 24,657 7,331

Current assets 33,419 17,055

Total assets 45,747 18,332


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Consolidated balance sheet for OrderYOYO A/S

DKK’000 2020 2019Equity and liabilities

Contributed capital 244 222

Reserve for development costs 8,056 0

Retained earning (11,768) (12,914)

Equity (3,468) (12,692)

Other payables 24,195 18,446

Non-current liabilities other than provisions 24,195 18,446

Current portion of non-current liabilities other than provisions 2,208 2,175

Trade payables 6,334 2,455

Other payables 16,478 7,948

Current liabilities other than provisions 25,020 12,578

Liabilities other than provisions 49,215 31,024

Equity and liabilities 45,747 18,332


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12. Comments on selected financial information

The following section describes thedevelopment in the major financial itemsbetween FY2019 and FY2020 in order to providean overview of the Company’s financial positionand general financial trend.

Please note that only selected financial itemshave been commented in this section. For a fulloverview of OrderYOYO’s financial statements,please see section 11 Selected financialinformation of this Company Description. Fordetails on capitalization and indebtedness,please see section 13 Capitalization,indebtedness and working capital.

12.1 PROFIT AND LOSS STATEMENT

12.1.1 Annual Recurring Revenue

Revenue measured as Annual RecurringRevenue showed strong growth in 2020 to DKK104m compared to DKK 45m in 2019 –equivalent to a growth of 130%. Through focuson helping existing Restaurant Partners growtheir online business even further, ARR upliftfrom existing Restaurant Partners has increased103% during 2020. New Restaurant Partnershave added 44% in ARR growth from 2019.

12.1.2 Gross profit

OrderYOYO’s gross profit increased by 368%from FY2019 to FY20200, amounting to a totalgross profit for FY2020 of DKK 35.4m, mainlydriven by growth in revenue and increasedefficiency.

12.1.3 Staff expenses

Staff expenses were unchanged from 2019 to2020 from DKK 34.9m in FY2019 to DKK 34.2min FY2020, underlying the increased efficiencyand commercial focus in the Company.

12.1.4 EBITDA

In FY2020, OrderYOYO had consolidatedpositive EBITDA (before non-recurring items) ofDKK 12.7m compared to DKK -21.5m in 2019.Reaching a positive EBITDA in 2020 is a strongproof of concept of the OrderYOYO businessmodel.

12.1.5 Profit/Loss for the year

OrderYOYO’s consolidated loss after tax for theyear amounted to DKK -1.1m in FY2020compared to DKK -25.3m in 2019 – animprovement of more than DKK 24m for theyear.

12.2 BALANCE SHEET – ASSETS

12.2.1 Intangible assets

Intangible assets increased by DKK 10.3m from2019 to 2020 due to activated internaldevelopment costs related to the ordering andmarketing software solution.

12.2.2 Cash

OrderYOYO ended 2020 with a strong cashposition of DKK 24.7m compared to DKK 7.3m in2019.

12.2.3 Contingent assets

OrderYOYO has a deferred tax asset thatamounts to DKK 10.8m which has not beencapitalized. OrderYOYO expects to be able toutilize the tax asset over the coming years.

Comments on selected financial information

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12.3 BALANCE SHEET – LIABILITIES

12.3.1 Total non-current liabilities

Interest-bearing debt increased from DKK 20.6min 2019 to DKK 26.4m in 2020. Only debtprovider to the Company is Vækstfonden.Please see section 14 Legal considerations andsupplementary information for furtherdescription.

Comments on selected financial information

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13. Capitalization, indebtedness and working capital

13.1 CAPITALIZATION

As of 31 March 2021, total shareholder’s equityin OrderYOYO A/S amounted to DKK -0.3m andinterest-bearing debt amounted to DKK 6.8m.

13.2 NET INDEBTEDNESS

As of 31 March 2021, the Company’s cash andcash equivalents amounted to DKK 19.6mwhereas the Company’s debt amounted to DKK26.4m. This corresponds to a net debt level ofDKK 6.8m.

13.3 WORKING CAPITAL STATEMENT

It is the assessment of the Board of Directorsand the Executive Management that OrderYOYOhas sufficient funds to support working capitaland continue its activities through the currentoperation and equity.

The Board of Directors further assesses that thecash flows from ongoing operations will providesufficient working capital for the Company’scontinuing operations for at least twelvemonths following the first day of trading.

Shareholder's Equity and Liabilities 31 March 2021DKK’000

EquityShare capital 244Reserve for development expenditures 3,452Retained earnings -4,036Shareholder's Equity -340

Interest-bearing debtTotal debt 26,403Total interest-bearing debt 26,403

Cash and cash equivalentsCash at bank 19,630Net interest-bearing debt 6,773

Capitalization, indebtedness and working capital

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14. Legal considerations and supplementary information

14.1 CHANGES IN CORPORATE STRUCTURE

Prior to the IPO on Nasdaq First North GrowthMarket Denmark, the Company has inpreparation adjusted its corporate structure.

At the ordinary general meeting of the Companyheld 16 April 2021, it was approved to amendthe nominal value of the shares from nominalDKK 1.00 to nominally DKK 0.01. At the sametime, it was approved to increase theCompany's share capital by a nominal amountof DKK 155,999.00 from a nominal amount ofDKK 244,001.00 to a nominal amount of DKK400,000.00 by the issuance of new bonus sharesand to convert the Company from a privatelimited company to a public limited company.Finally, it was approved to authorise the Boardof Directors to increase the share capital. Forfurther details, please refer to section 10.2Authorisations to execute capital increases.

Upon completion of the IPO, an extraordinarygeneral meeting and a board meeting is to beheld on 30 June at which an issue of bonusshares will be executed in order to merge theCompany's three existing share classes A, B andC into one share class to be listed. After themerger of the share classes, all shares in theCompany will carry equal rights and obligations

14.2 MATERIAL CONTRACTS

14.2.1 Loan agreements with Vækstfonden

The Company has entered into three loanagreements with Vækstfonden, who is also aMajor Shareholder of the Company. Theprincipal amount of the loans amount to DKK25m in aggregate.

The first loan of DKK 10m was granted on 25October 2017 with later amendments.

Repayment of the loan is to take place quarterlystarting 1 July 2022. The loan is to be fully repaidon 1 July 2024.

The second loan of DKK 10m was granted on 1October 2018 with later amendments.Repayment of the loan is to take place quarterlystarting 1 July 2022. The loan is to be fully repaidon 1 October 2024.

The third loan of DKK 5m was granted on 8 April2020 with later amendment. Repayment of theloan is to take place quarterly starting 1 July2022. The loan is to be fully repaid on 1 July2025.

The loans all contain change of control clausesaccording to which Vækstfonden may choose todemand early repayment of the loans in theevent a transfer of 25% or more of the ExistingShares held by existing shareholders prior tothe IPO, in accordance with conditionsstipulated in the agreements with Vækstfonden.

Each of the loans contain the right forVækstfonden to receive extra payments basedon a performance scheme and/or an exit-scheme defined in the loan agreements. Theexit schemes exist of an amount equal to 5% ofthe added value of the Company based on theExisting Shares, however capped at 20% of theprincipal amount of each loan (DKK 2m, 2m and1m, respectively for the three loans). All exit-and performance scheme payments inaggregate are covered by the cap.

Legal considerations and supplementary information

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14.2.2 Customers

The Company uses its own set of standardizedterms and conditions, which are accepted by allRestaurant Partners upon entering into anagreement for the services provided by theCompany. The terms and conditions are slightlyadjusted for each geographical market for localregulatory reasons, but are otherwise identicalfor all Restaurant Partners.

In accordance with these terms and conditionsthe Company does not take on any significantliabilities or guarantees in respect of either thefunctionalities of the Solution, nor payments forlosses and/or damages. Additionally, theCompany disclaims all liability towards theRestaurant Partners to the extent permittableunder applicable mandatory law. The terms andconditions contain a non-terminable period of12 months, after which the agreement may beterminated by the Restaurant Partner by giving3 months' written notice or by the Company bygiving 1 month's written notice.

No specific customer is considered material tothe Company as all customers are onboardedon broadly identical terms.

14.2.3 End-users

All end-users ordering through specificrestaurant Partners’ solutions powered byOrderYOYO are required to accept the terms ofuse by the Company. The terms of use are asimple, transparent and streamlined set ofterms with few local adjustments so as toaccount for compliance with local requirementsunder Danish, English and Irish mandatory lawsuch as relating to consumer protection. End-users accept the local terms of use in theirrespective country, and the contractingOrderYOYO-entity is the local legal entity locatedin such country.

14.2.4 Suppliers

The Company makes use of various external ITsuppliers including IT development and supportconsultants both as part of the Company's corebusiness activities as well as for internal groupadministrative purposes.

Most of these contracts are based on thesuppliers's standard terms and conditions andconsidered market standard.

Although the agreements are important toOrderYOYO, other sources of supply exist, whichwill enable OrderYOYO to change its supplywithout causing material effect to the business.Regardless, the Company highlights theimportance of the supplier agreements enteredinto with NoA Ignite Denmark A/S, Ciklum ApS,Zarrasoft s.p.z.o.o and Microsoft IrelandOperations Limited.

The Company has entered into contracts withNoA Ignite Denmark A/S, Ciklum ApS andZarrasoft s.p.z.o.o, who all provide developmentand support services on a consultancy basis.The consultants are primarily used for thepurpose of developing the solution offered bythe Company as well as for providing technicalsupport to the Company or to end-users. Theagreements concluded with these external ITconsultants are primarily based on thesuppliers’ standard terms and conditions, mostof which provide for a flexible model accordingto which the services are charged on a time andmaterial spent basis.

As the external IT consultants, covered by theagreements with NoA Ignite Denmark A/S,Ciklum ApS and Zarrasoft s.p.z.o.o, contribute tothe development of the solution offered by theCompany, which comprises a critical part of theCompany's core business, the Company is veryfocused on ensuring that the intellectualproperty rights to all developments etc.provided by any external IT consultant istransferred to the Company. Please refer tosection 14.4 Patents, trademarks and otherIntellectual Property Rights.

The Company has also entered into a strategiccooperation with Microsoft Ireland OperationsLimited, who provides the server infrastructurethat the solution offered by the Company buildsupon. The cooperation with Microsoft is basedon a standard online subscription agreement.

14.3 RELATED PARTY TRANSACTIONS

The Company's related parties include theCompany's Board of Directors, the ExecutiveManagement, and affiliates to the said persons,and the Company’s Major Shareholders.

Related parties also include companies in whichthese persons and shareholders have significantinfluence. For information about remunerationfor functions undertaken for the Company bymembers of the Board of Directors andExecutive Management please refer to section9.6 Remuneration policy.


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The Company has entered into three loansagreements with Vækstfonden, who is also aMajor shareholder of the Company. For adescription of the loans please refer to section14.2 Material contracts.

The Company and its shareholders havegranted a number of securities in favor ofVækstfonden as security for the loans toVækstfonden. These include:

• T. Angelo Holding ApS has provided apersonal guarantee in the amount of DKK750,000.

• Thor Stein Angelo (ultimate beneficial ownerof T. Angelo Holding ApS) has provided asecondary guarantee backing the personalguarantee of DKK 750,000 provided by T.Angelo Holding ApS.

• SOFIDA ApS and Damgaard Holding A/S haveprovided counter guarantees backing theguarantees of DKK 750,000 provided by T.Angelo Holding ApS and Thor Stein Angelo.

• A company pledge issued by OrderYOYO ofDKK 14.5m has been registered with theDanish Registration Court in favor ofVækstfonden.

• A company pledge issued by OrderYOYO inmovables in the amount of DKK 10.5m(trademark and lease agreement) has beenregistered with the Danish Registration Courtin favor of Vækstfonden.

14.4 PATENTS, TRADEMARKS AND OTHERINTELLECTUAL PROPERTY RIGHTS

As a one-brand-company primarily operatingbusiness-to-business, the IPR strategy ofOrderYOYO is to secure protection of theprimary business identifier. This implies thatprimarily trademarks and domain names areimportant and have been secured accordingly.The Company is not registered as owners ofother registered IPR such as designs, utilitymodels or patents.

The primary business identifier is ORDERYOYO.The name has been secured in classes 9, 35 and42 within the EU.

Relevant social media accounts with Facebook,Instagram and LinkedIn have been secured.

Software is developed either by employees ofthe Company subject to employee contracts orby contracted developers working for theCompany, but under the umbrella of externalsuppliers. All rights of such work by third partieshave been contractually transferred and belongto the Company with no rights for the thirdparty to use the results in their own interest orotherwise register them as an object ofintellectual property. As for transfer of rightsrelating to creations and software developmentcarried out by employees of the Company, suchrights automatically pass on to the employer asset out in employment contracts.

14.5 GDPR

The Company is operating a centralized andstreamlined GDPR and data securityorganization anchored with the Company andtailor made for the Company's operations, withspecific focus on documenting e.g., data flowswithin and around the companies in the groupas well as for specific purposes of theprocessing. The Company has drafted andimplemented various mandatory and otherappropriate GDPR related documentation andprocedures, including both a range of grouppolicies as well as specific pieces of mandatorydocumentation applicable for each relevantcompany in the OrderYOYO-group in respect oftheir roles as data controllers as well as dataprocessors.

Furthermore, the Company has implementedspecific measures and procedures to ensureproper separation and classification of personaldata related to each company in the group'sroles as data controllers and data processors.

14.6 REAL ESTATE

The Company does not own any real propertyand has not entered into any subleaseagreements.

The Company and group companies haveentered into five commercial lease agreementsregarding offices in Denmark and UK. The leaseagreements are individually negotiated onterms which do not materially deviate frommarket standards.

The lease agreements relate to:

• Lease agreement entered into between theCompany and Commercial Real EstateDenmark P/S regarding an office atMasnedøgade 26, DK-2100 København Ø;


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• Lease agreement entered into between theCompany and Byggeselskab Mogens deLinde A/S regarding an office atHaslegårdsvej 8-12, DK-8210 Aarhus V;

• Lease agreement between (i) JAUPP Limited,(ii) OrderYOYO UK and (iii) the Companyregarding Office 1 on the Fourth Floor, 56Princess Street, Manchester M1 6HS.

• Lease agreement entered into between (i)JAUPP Limited, (ii) OrderYOYO UK and (iii) theCompany regarding Office 2 on the FourthFloor, 56 Princess Street, Manchester M16HS.

• Lease agreement entered into between (i)JAUPP Limited, (ii) OrderYOYO UK and (iii) theCompany regarding Office 3 on the FourthFloor, 56 Princess Street, Manchester M1 6HS

The lease agreement for Masnedøgade 26, DK-2100 København Ø is non-terminable for bothparties until 30 June 2023. After this date it maybe terminated by either party by given sixmonths' prior written notice.

The lease agreement for Office 1, 56 PrincessStreet, Manchester M1 6HS contains a tenantbreak right in June 2021. However, theconditions for exercising the tenant break areon unfavorable terms making it unlikely to beexercised by the Company in practice. If thebreak is not exercised, the lease will be non-terminable by the Company until the end of thecontractual term, i.e., 31 May 2023.

14.7 LEGAL AND ARBITRATIONPROCEEDINGS

The Company has not been and currently is notinvolved in any legal or arbitration proceedings,which may significantly affect the Company'sposition, including any such proceedings whichare pending or threatening of which theCompany is aware.


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15. Information concerning the Offer Shares

15.1 TYPE AND CLASS OF THE SHARES

The Company will only have one class of Shares.An application has been submitted for the OfferShares, Private Placement Shares together withthe Existing Shares to be admitted to trading onNasdaq First North Growth Market Denmarkunder the ISIN DK0061553831.

15.2 GOVERNING LAW AND JURISDICTION

The Shares are issued in accordance withDanish law. This Company Description has beenprepared in compliance with the rules issued byNasdaq First North Growth Market Denmark.

Any disputes that may arise as a result of theOffering is subject to the exclusive jurisdiction ofthe Danish courts.

15.3 REGISTRATION OF SHARES

The Offer Shares and Private Placement Sharesare dematerialized and registered in book entryform electronically with VP Securities,Weidekampsgade 14, DK-2300 Copenhagen S,Denmark. All Shares are registered on accountwith account-holding banks in VP Securities.Investors that are not residents of Denmarkmay use a Danish bank directly or their ownbank’s Danish correspondent bank as theiraccount-holding bank.

All Shares are registered in the name of theholder in the Company’s register ofshareholders. The Company’s register ofshareholders is kept by VP Securities.

15.3.1 Tax considerations

Investors should be aware that tax legislation ofthe investor’s Member State and of the issuer’scountry of incorporation may have an impact onthe income received from the securities.

Potential shareholders are advised to consulttheir tax advisors regarding the applicabletaxation related to the Offering.

15.4 CURRENCY

The Shares are denominated in DKK (DanishKroner).

15.5 RIGHTS ATTACHED TO THE SHARES

15.5.1 Dividend rights

Each Share entitles its holder to receivedistributed dividends in proportion to theirentitlement in the Company.

The Offer Shares and Private Placement Shareswill have the same rights and rank pari passuwith the Existing Shares, including in respect ofeligibility to receive dividends and participate inshare buybacks. Upon the issuance andregistration of the Offer Shares to be issued bythe Company pursuant to the Offering with theDanish Business Authority, the Offer Shares andPrivate Placement Shares will be entitled toreceive dividends to the extent any dividendsare declared and payable with respect to theOffer Shares and Private Placement Shares.

The Company’s dividends, if declared, are paidin Danish Kroner to the shareholder’s accountset up through VP Securities. No restrictions ondividends or special procedures apply toholders of Shares who are not residents ofDenmark.

Dividends not claimed by shareholders will beforfeited in favor of the Company, normallyafter three years, under the general rules ofDanish law on statute of limitations.

Information concerning the Offer Shares

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15.5.2 Voting rights

The Offer Shares and Private Placement Sharesare issued with a nominal value of DKK 0.01 ormultiples thereof. Each Share gives the holderthe right to one vote at General Meetings. NoMajor Shareholders have different voting rights.

15.5.3 Pre-emption rights

If the shareholders of the Company at a GeneralMeeting resolve to increase the share capital ofthe Company by cash contribution, section 162of the Danish Companies Act will apply. Underthat section, shareholders have a pre-emptiveright to subscribe for new shares in proportionto their existing shareholdings. However, thepre-emptive right may be derogated from by amajority comprising at least two-third of thevotes cast, as well as at least two-thirds of theshare capital represented at the generalmeeting, provided the share capital increasetakes place at market price or nine-tenths of thevotes cast, as well as at least nine-tenths of theshare capital represented at the generalmeeting if the share capital increase takes placebelow market price, unless (i) such capitalincrease is directed at certain but not allshareholders (in which case all shareholdersmust consent); or (ii) such capital increase isdirected at the Company’s employees wherebya majority comprising at least two-thirds of thevotes cast, as well as at least two-thirds of theshare capital represented at the generalmeeting is required. Further, the pre-emptiverights may be derogated from by an exercise ofthe board of directors of a valid authorization inthe articles of association of the Company.

15.5.4 Dissolution and liquidation

In the event of a dissolution and liquidation ofthe Company, the shareholders will be entitledto participate in the distribution of assets inproportion to their nominal shareholdings afterpayment of the Company’s creditors.

15.5.5 Redemption and conversionprovision

Except as provided for in the Danish CompaniesAct, no shareholders are under an obligation tohave his or her Shares redeemed in part or inwhole by the Company or any third party, andnone of the Shares carry any redemption orconversion rights or any other special rights.

Pursuant to section 70 of the Danish CompaniesAct, shares the Company may be redeemed inwhole or in part by a shareholder holding morethan nine-tenths of the Shares and thecorresponding voting rights of the Company.

Further, pursuant to section 73 of the DanishCompanies Act, a minority shareholder mayrequire that a majority shareholder holdingmore than nine-tenths of the Shares and thecorresponding voting rights redeem theminority shareholder’s Shares.

15.6 NEGOTIABILITY OF THE SHARES

The Shares are negotiable instruments, and norestriction under Danish law applies to thetransferability of the Shares.

The Company’s articles of association do notcontain any transfer restrictions.

15.7 RESOLUTIONS, AUTHORIZATIONS ANDAPPROVALS OF THE OFFERING

The decision to apply for the Shares to betraded on Nasdaq First North Growth MarketDenmark and approval of this Companydescription has been made by the Board ofDirectors at a board meeting held on 10 June2021. First day of trading is expected to be 2 July2021 under the condition that shares are heldby a minimum of 300 qualified shareholdersand that the free float requirement of 10% forthe Company’s shares is met by the first day oftrading, at the latest. The Shares will be tradedunder the ticker YOYO and with the ISINDK0061553831.

Information concerning the Offer Shares

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16. Terms and conditions of the Offering

16.1 EXPECTED TIMETABLE OF THE OFFERING

16.2 TERMS OF THE OFFERING

The Offering consists of a public offering toretail and institutional investors in Denmark.The Company is offering 4,367,647 new shares,corresponding to a subscription amount of DKK59.4m.

16.3 SUBSCRIPTION UNDERTAKINGS

The Company has received irrevocablesubscription undertakings from Pre-subscribersto subscribe for Offer Shares at the Offer Pricefor a total of DKK 37.5m in share valuecorresponding to 63% of the Offering.

16.4 OFFER PERIOD

The Offer Period begins on June 11, 2021 at9:00 CET and ends at June 24, 2021 at 23:59 CET.Early closure of the Offering will not beadmitted.

16.5 SUBMISSION OF APPLICATIONS TOSUBSCRIBE

Applications to subscribe for Offer Shares in theOffering should be made either by submittingthe application form enclosed in this CompanyDescription to the investor’s own account-holding bank or by subscribing through e-banking if your custodian bank provides this,during the Offer Period. Applications arebinding and cannot be altered or canceled.Applications should be made for the number ofOffer Shares or for an aggregate amountrounded to the nearest Danish Kroner amount.Only one application will be accepted from eachaccount in VP Securities.

Timetable of the Offering

Date Event

June 11, 20219:00 (CET)

The Offer Period begins

June 24, 202123:59 (CET)

The Offer Period ends

June 28, 20219:00 (CET)

Result of the Offering is announced

June 30, 2021

The Offering is complete, and the Offer Shares have been settled. Registration of the Shares with the Danish Business Authority and VP Securities has been finalized

July 2, 2021

The Shares have first day of trading on First North Growth Market Denmark under permanent ISIN conditional on final completion

July 5, 2021Temporary ISIN and permanent ISIN are merged in VP Securities

Pre-subscribers in the Offering

Investors # of shares

Subscription amount

(DKK)BankInvest1) 1,470,588 19,999,996.80

Vækstfonden2) 735,293 9,999,984.80

Damgaard Company A/S3) 367,647 4,999,999.20

SOFIDA ApS4) 183,824 2,500,006.40

Total 2,757,352 37,499,987.20

1) BankInvest holds shares through KapitalforeningenBankInvest Select, Small Cap Danske Aktier KL and is considered independent from the Company.

2) Vækstfonden is a major shareholder and is represented in the board of directors through Jacob Christian BrattingPedersen (Partner at Vækstfonden). Vækstfonden is not considered independent from the Company.

3) Damgaard Company A/S is a major shareholder and owned by board member Preben Damgaard Nielsen. DamgaardCompany A/S is not considered independent of the Company.

4) SOFIDA ApS is a major shareholder and owned by chairman of the board Jesper Johansen. SOFIDA ApS is not considered independent of the Company.

Terms and conditions of the Offering

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For orders to be accepted, the applicationform must be submitted to the investor’s ownaccount-holding bank in complete andexecuted form in due time to allow theinvestor’s own account-holding bank toprocess and forward the application to ensurethat it is in the possession of Danske Bank nolater than 23:59 Central European Time onJune 24, 2021. Subscription applications formore than DKK 250,000 must include nameand address of the subscriber.

16.5.1 Subscription using Nordnet

Persons who are account customer at NordnetAB may apply for the acquisition of sharesthrough Nordnet’s Online Service. Applicationwith Nordnet can be made until June 24, 2021at 23:59 CET. Please note that applicationsthrough Nordnet can be amended or withdrawnuntil the end of the Offer Period. In order not tolose the right to allotment, account customersat Nordnet are to have enough cash equivalentsavailable at the account during the period from23:59 CET on June 24, 2021 until the settlementday, which is estimated to be June 30, 2021.More information regarding the applicationprocess is available at www.nordnet.dk.

Provided that the Offering is completed, theOffer Shares will be allocated to investorsfollowing the allocation plan described below.Customers who have applied for the acquisitionof shares through Nordnet’s Online Service willreceive the decision on the allotment of sharesby the delivery of the allotted shares to theaccount designated by the customer. Paymentfor the allotted shares will be chargedsimultaneously from the account designated bythe customer. This is estimated to take placeJune 30, 2021.

16.6 ALLOCATION PLAN, REDUCTION OFPURCHASES AND PRE-ALLOTMENTINFORMATION

16.6.1 Purchase by Major Shareholders,Board of Directors and ExecutiveManagement

The Major Shareholders, members of the Boardof Directors, or members of the ExecutiveManagement participate in the Offering.

Through SOFIDA ApS, Chairman, JesperJohansen will subscribe 183,824 shares.

Through Damgaard Company A/S, Boardmember, Preben Damgaard will subscribe367,647 shares.

Vækstfonden will subscribe 735,293 shares.

16.6.2 Pre-allotment information

In the event that the total number of OfferShares applied for in the Offering exceeds thenumber of Offer Shares, reduction will be madeas follows:

• with respect to applications for amounts ofup to and including DKK 250,000, reductionswill be made mathematically; and

• with respect to applications for amounts ofmore than DKK 250,000, individualallocations will be made.

Grant Thornton will allocate the Offer Sharesafter agreement upon such allocations with theBoard of Directors.

• 2,757,352 Offer Shares will be allocated tothe Pre-subscriber from whom the Companyhas received an irrevocable subscriptionundertaking for a total of DKK 37.5m.

Following the expiration of the Offer Period,investors will normally receive a statementindicating the number of Offer Shares allocated,if any, and the equivalent value at the OfferPrice, unless otherwise agreed between theinvestor and the relevant account-holding bank.Applications to subscribe for shares in theoffering may not result in an allocation of sharesshould the offering be oversubscribed.

If the total application in the Offering exceedsthe number of Offer Shares, a reduction will bemade. In such event, Grant Thornton reservesthe right to require documentation to verify thateach application relates to a single account in VPSecurities.

Further, Grant Thornton reserve the right torequire documentation to verify the authenticityof all orders, to demand the name of eachsubscriber, to pass on such information to theCompany and to make individual allocations ifthere are several orders that are determined tohave originated from the same purchaser. Tothe extent several orders are determined tohave originated from the same purchaser, onlythe largest order in Danish Kroner will be takeninto consideration, and all other others will berejected.


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Upon completion of the Offering, theCompany’s share capital will be DKK 538,477.45divided into 53,847,745 Shares with a nominalvalue of DKK 0.01 each.

16.7 MINIMUM AND/OR MAXIMUMSUBSCRIPTION AMOUNTS

The minimum subscription amount is 280 OfferShares of nominally DKK 0.01 equivalent to asubscription order of DKK 3,808.00. Nomaximum purchase amount applies to theOffering. However, the number of shares islimited to the number of Offer Shares in theOffering.

16.8 WITHDRAWAL OF THE OFFERING

Completion of the Offering is conditional uponthe Offering not being withdrawn. The Offeringmay be withdrawn by the Company at any timebefore the announcement of the result of theOffering take place. The application foradmission to trading may also be rejected ifNasdaq Copenhagen is not satisfied that therewill be a sufficient number of qualifiedshareholders of the Offer Shares or if conditionsfor free float are not satisfied. Any withdrawal ofthe Offering will be announced immediatelythrough Nasdaq First North Growth MarketDenmark. Should there be insufficientsubscribers for the offer shares the applicationwill be rejected by Nasdaq Copenhagen. Thenthe Offering may be withdrawn.

16.9 INVESTORS’ WITHDRAWAL RIGHTS

In the event that the Company is required topublish an amendment to this CompanyDescription or amend the Offer Price, betweenthe date of publication of this CompanyDescription and the close of the Offer Period at23:59 CET on June 24, 2021, the Company willmake an announcement via First North GrowthMarket Denmark and publish an amendment tothis Company Description with an updatedtimetable for completion of the Offering.Investors, including pre-subscribers, who havesubmitted orders to subscribe Offer Shares inthe Offering shall have two trading daysfollowing the publication of the relevantamendment within which the investors canwithdraw their offer to subscribe Offer Shares inthe Offering in its entirety. The Offer Period willonly be extended if the announcementcontaining significant information is publishedlater than two trading days before the end ofthe Offer Period.

Should the investor not withdraw theapplication within two trading days afterpublication of the relevant amendment, thesubmitted subscription application for thespecified number of Offer Shares is binding withthe new offer price, given such an offer pricehas been specified.

If the submitted subscription application insteadspecifies an order amount, the order is bindingat the specified amount with a new number ofOffer Shares adjusted for the new offer price,rounded down to the nearest number of OfferShares.

The right to withdraw an application tosubscribe Offer Shares in the Offering in thesecircumstances will be available to all investors inthe Offering provided the obligation to publishan amendment to this Company Descriptionwas triggered before completion of the OfferPeriod and provided no Offer Shares have beendelivered.

16.10 PAYMENT AND REGISTRATION OF THEOFFER SHARES

The Shares are dematerialized and will beregistered in book entry form electronically withVP Securities, Weidekampsgade 14, DK-2300Copenhagen S, Denmark. All Shares areregistered on accounts with account-holdingbanks in VP Securities. Investors that are notresidents of Denmark may use a Danish bankdirectly or their own bank’s Danishcorrespondent bank as their account-holdingbank.

Payment for and settlement of the Offer Sharesare expected to take place on June 30, 2021 (i.e.the Closing Date), against payment inimmediately available funds in Danish Kroner inbook entry form to investors’ accounts with VPSecurities. The Offer Shares will be issued toinvestors following registration of the capitalincrease with the Danish Business Authority onthe Closing Date.

The account-holding bank will normally send astatement to the name and address registeredin VP Securities showing the number of OfferShares purchased or subscribed for by theinvestor unless otherwise agreed between theinvestor and the relevant account-holding bank.This statement also constitutes evidence of theinvestor’s holding.

All Shares are registered in the name of theholder in the Company’s register ofshareholders. The Company’s register ofshareholders is kept by VP Investor Services.


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All dealings in the Offer Shares prior tosettlement of the Offering will be for theaccount of and at the sole risk of the partiesinvolved.

16.11 PUBLICATION OF THE RESULT OF THEOFFERING

The result of the Offering will be announcedthrough First North Growth Market Denmark onJune 28, 2021, at 9:00 CET

16.12 PRICING

The Board of Directors has specified theCompany’s valuation based on a comprehensiverelative valuation methodology withconsideration of the current market sentiment,the Company’s growth and risk profile, theCompany’s future revenue and the Board ofDirectors’ and the Executive Management’sexpectations for future growth opportunities.

The Offer Price for the Offer Shares is fixed atDKK 13.60 per share and is determined by theabove-mentioned valuation.

16.13 UNDERWRITING AND SETTLEMENT

The Offering is not subject to any underwritingagreements. The Company has chosen DanskeBank to be the settlement agent for theOffering. The settlement agreement betweenDanske Bank and the Company has certainconditions for which the Company deems to bestandard practice. In the event that one or moreof these conditions are not fulfilled up until thepublication of the Offering, the Company maychoose to withdraw from the Offering.

16.14 ADMISSION TO TRADING

The Shares are expected to be admitted totrading on Nasdaq First North Growth MarketDenmark. The admission, as well as thecontinued admission to trading on Nasdaq FirstNorth Growth Market Denmark, are subject toall admission requirements set forth by FirstNorth Growth Market Denmark, for theCompany’s Shares are met before the first dayof trading.

First North Growth Market is a multilateraltrading platform operated by Nasdaq and doesnot have the same legal status as a regulatedmarket. Companies trading on Nasdaq FirstNorth Growth Market are regulated by adifferent regulatory framework that do not havethe same legal requirements for trading as theregulated market.

However, on both the regulated market andNasdaq First North Growth Market, the MarketAbuse Regulation applies.

Investing in a company listed on Nasdaq FirstNorth Growth Market includes more risk thaninvesting in a public listed company on aregulated market, and investors risk losing partor all of the investment.

16.15 LOCK-UP AGREEMENTS

Prior to the Offering, the Existing MajorShareholders and PreSeed Ventures A/S haveagreed to enter into lock-up agreements inconnection with the Offering for the ExitingShares. The lock-up agreements obligate theExisting Major Shareholders and PreSeedVentures A/S not to pledge, sell, contract to sell,sell any option or contract to purchase,purchase any option or contract to sell, grantany option, right or warrant to purchase, lend orotherwise transfer or dispose of (or publiclyannounce such action), directly or indirectly,transfer the Shares or votes in the Companywithout the prior written joint consent of GrantThornton acting as Certified Advisor and theBoard of Directors for the Company during thelock-up periods specified below. Such consentmay be granted if deemed reasonable andnecessary due to specific matters, e.g., for taxreasons and is not to be reasonable withheld ordelayed by the Certified Advisor (the "Lock-UpObligation”).

The initial lock-Up Obligation shall apply fromthe first day of trading and for 12 monthsthereafter expiring on 1 July, 2022 for anyExisting Shares held by any of the Existing MajorShareholders and PreSeed Ventures A/S, whohave entered into the lock-up agreements. Inthe period between the date of expiry of theinitial Lock-Up Obligation and 18 months afterthe admission to trading ending 1 January, 2023(second expiry date), the Existing MajorShareholders and PreSeed Ventures A/S will belocked-up with respect to 50% of the ExistingShares thus releasing the other 50% of theExisting Shares.

In the period between the second expiry dateand 24 months after the admission to tradingending 1 July 2023, the Existing MajorShareholders and PreSeed Ventures A/S will belocked-up with respect to the remaining 25% ofthe Existing Shares thus releasing additional25% of the Existing Shares.


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After the expiry of the Lock-Up Obligationending 1 July 2023, all Existing Shares held bythe Existing Major Shareholders and PreSeedVentures A/S are released from the Lock-UpObligation.

As an exemption, the Existing MajorShareholders and PreSeed Ventures A/S shall bereleased from all Lock-Up Obligations, and thusshall not apply any prior written consent ofGrant Thornton in the following situations:

• Any disposal of Shares in connection with astructured bid or take-over offer where aninvestor has already obtained control overthe Company or wants to obtain control overthe Company.

• Any disposal of Shares in accordance withany order made by a court of competentjurisdiction or required by law or regulation.

• In case the Company's shares are admittedto trading and listing on Nasdaq Copenhagenmain market or any other regulatedmarketplace or multilateral trading facility orequivalent other than Nasdaq First NorthGrowth Market Denmark.

16.16 DILUTION

The Existing Shares will be diluted by the issueof 5,838,235 Offer Shares and Private PlacementShares in the Offering corresponding to a totalnominal value of DKK 58,382.35. Following thecompletion of the Offering and PrivatePlacement, the Existing Shares will make up89.16% of the Company’s total share capital.

16.17 COSTS RELATED TO THE OFFERING

The Company’s costs associated with theadmission to trading on Nasdaq First NorthGrowth Market Denmark and the Offering areexpected to amount to approx. DKK 9.5m. Suchcosts primarily relate to costs for auditors,financial and legal advisors, NasdaqCopenhagen A/S operating First North GrowthMarket, and design, printing and distribution ofthis Company Description as well as costsrelated to Management presentations andhandling fees of 0.25% of the value of allocatedOffer Shares, paid to account-holding banks.The gross proceeds from the issuance of OfferShares and Private Placement Shares isexpected to amount to DKK 79.4m beforeexpenses connected with the Offering. Afterpayment of these expenses, the Company willreceive net proceeds of approx. DKK 69.9m.


Shareholders with lock-up agreement

Shareholder # of shares

T. Paulsen Holding IVS 1,857,593

T. Angelo Holding ApS 6,053,656

PreSeed Ventures A/S 1,657,218

Vækstfonden 9,500,596

SEED Capital III K/S 12,894,608

Damgaard Company A/S 8,214,060

SOFIDA ApS 5,588,299

Total 45,766,030Pe

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Glossary

17. Glossary

Abbreviation/Term Explanation

API Application Programming Interface

ARRAnnual Recurring Revenue; in this Company Description ARR is December annualised if nothing else is stated

Board of DirectorsJesper Johansen (chairman), Preben Damgaard Nielsen (board member), Jacob Christian Bratting Pedersen (board member), Theis Regner Riber Søndergaard(board member), Ulla Brockenhuus-Schack (board member)

CAC Customer Acquisition Cost

CAGR Compound Annual Growth Rate

CEO, CFO, CCO, CTOChief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Technology Officer

Certified Adviser Grant Thornton (see below)

Company Description This Company Description

Company Description Date June 11, 2021

CRM Customer Relationship Management

CVR The registration number of a Danish business

DKKm Million Danish Kroner

EBITDA Earnings Before interest, Tax, Depreciation and Amortization

End-user Consumers ordering takeaway from takeaway restaurants

Executive Management Søren Gammelgaard, CEO

Existing SharesAll Company shares (53,847,745 shares) without Offer Shares (4,367,647 shares) and Private Placement Shares (1,470,588 shares) for a total number of 48,009,510 shares.

FTE Full Time Equivalent

Grant Thornton Grant Thornton Statsautoriseret Revisionspartnerselskab, CVR no. 34209936

GMB Google My Business

GMV Gross Merchandise Value

iOS iPhone Operating System

IPO Initial Public Offering

ISIN International Securities Identification Number

KPI Key Performance Indicator

Major Shareholders

T. Paulsen Holding IVS, SEED Capital Denmark III K/S, SOFIDA ApS, DamgaardCompany A/S, Vækstfonden, T. Angelo Holding ApS (The persons and entities that, directly or indirectly, owns 5% or more of the total shareholding in the Company pre-IPO)

Management TeamSøren Gammelgaard (CEO/CFO), Kristian Brønsbjerg (CCO), Ralf Sohl (CTO) and Jesper Jakobsen (Country Manager, Denmark )

Management Board of Directors and Management Team

MRR Monthly Recurring Revenue

Nasdaq CopenhagenNasdaq Copenhagen A/S, CVR no. 19042677. Operator of Nasdaq First North Growth Market Denmark

Offer Shares New shares

Offering An initial public offering

OrderYOYO/The Company OrderYOYO A/S, CVR no: 36704608

PreSeed Ventures A/SPreSeed Ventures A/S on behalf of The Danish Agency for Institutions and Educational Grants (SIU)

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Abbreviation/Term Explanation

RP Restaurant Partner

SaaS Software-as-a-Service

SEO, SEM Search Engine Optimization, Search Engine Marketing

SharesThe Existing Shares, Offer Shares and Private Placement Shares are jointly referred to as Shares

UK United Kingdom include England, Scotland, Wales and Northern Ireland

VAT Value Added Tax (in danish: moms)

VP Securities VP SECURITIES A/S, CVR no. 21599336

Glossary

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Subscription form – OrderYOYO A/S

Subscription of Offer Shares in OrderYOYO A/S, CVR no. 36704608

For the subscription to be accepted, it must be submitted to the investor’s own account-holding bank incomplete and executed form in due time to allow the investor’s own accounting holding bank to processand forward the subscription to ensure that it is in the possession of Danske Bank no later than 23:59 CETon June 24, 2021.

The Company Description is dated June 11, 2021. The Company Description is published on the Company’sand Nasdaq First North Growth Market Denmark’s website after Nasdaq First North Growth MarketDenmark’s approval of admission to trading of the Company’s Shares. Admission as well as continuedadmission to trading on Nasdaq First North Growth Market Denmark is subject to all admissionrequirements for the Company’s shares set forth by Nasdaq First North Growth Market Denmark are metbefore the first day of trading.

A subscription shall as a minimum be for 280 Offer Shares equivalent to DKK 3,808.00.

In the event that the total number of Offer Shares applied for in the Offering exceeds the number of OfferShares, allocation of shares will be reduced in accordance with section 16.6.2 “Pre-allotment information” inthe Company Description. Submission of a subscription form during the Offer Period does not guaranteethe allocation of Offer Shares in full or in part. Pre-subscribed orders will be allocated in full.

Settlement of the Offering will be effectuated providing payment in Danish kroner. Payment is expected totake place June 30, 2021. Any trading with the Offer Shares prior to the settlement is solely at the involvedparties’ own expense and risk.

On the terms and conditions stated in the Company Description dated June 11, 2021, I/we hereby submit asubscription to purchase Offer Shares in the Company and simultaneously confirm to have received a copyof the Company Description and that I/we have based the investment decision solely on the contents of theCompany Description. Only one subscription form for each custody account with VP Securities A/S (VP) willbe accepted.

I/we accept that Danske Bank A/S may demand information about my/our name, address and order, andare entitled to pass on such information to the Company, its Certified Adviser and the investor’s custodybank. I/we hereby undertake to pay the equivalent of the Offer Shares allocated at the fixed Offer Price.

Offering of 4,367,647 Offer Shares of nominally DKK 0.01 each

Offer Period:

Offer Price: 13.60 per Offer Share

Settlement: Delivery of shares in temporary ISIN against payment

Payment: Expected to take place June 30, 2021

ISIN: Temporary ISIN for the new shares: DK0061553914Permanent ISIN for the Shares: DK0061553831

Settlement agent: Danske Bank A/S, Holmens Kanal 2-12, 1092 Copenhagen K

June 11, 2021, 9:00 CET to June 24, 2021, 23:59 CET

18. Subscription form

Subscription form

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Subscription form – OrderYOYO A/S

The undersigned hereby applies for subscription of the following number of shares OR order amount in DKK in OrderYOYO A/S:

Number of Offer Shares (minimum 280)OR

Order amount in DKK (minimum 3,808.00)

Fill out where the allotted and paid for shares are to be delivered (fill out only one alternative):

VP custody account number Bank

Settlement account number Bank

Last name/Company First Name CPR no./CVR.no.

Street address (or equivalent) Telephone/mobile phone

Postal code City Country E-mail

Place and date Signature (authorized company signature, if applicable)

Subscriber information:

Fields below is only to be filled out when opening a new VP custody account:

Civil registration (CPR) number / Company registration (CVR) number

Name

Address

Postal code and city

Phone number

Position

Existing account number for settlement (if any)

Subscription form

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Articles of association

19. Articles of association

1. NAME1.1 The name of the company is

OrderYOYO A/S.

1.2 The secondary name of the company isOrderYOYO take-away systems A/S.

2. OBJECT2.1 The company's objects are to carry out -

directly or via shareholdings in othercompanies - development, production,sale and marketing of online ordering,payment and marketing software andother software for restaurants, cateringand takeaway industry.

3. CAPITAL OF THE COMPANY3.1 The share capital of the company is DKK

538,477.45 distributed on shares ofnominally DKK 0.01 or multiple hereof.

3.2 The share capital is fully paid up.

4. SHARES AND REGISTER OF SHAREHOLDERS4.1 The company's shares are issued in the

names of the holders and shall beregistered in the name of the holders inthe company's register of shareholders.

4.2 The register of shareholders is handledby VP Securities A/S, CVR no. 21 59 9336, on behalf of the company.

4.3 The shares are negotiable instruments.No restrictions shall apply as to thetransferability of the shares.

4.4 No shares carry any special rights.

4.5 No shareholder shall be obliged to havethe shares redeemed fully or partly.

4.6 The shares are registered with andissued in dematerialised form via theDanish central securities depositary, VPSecurities A/S, CVR no. 21 59 93 36.Rights concerning the shares shall benotified to VP Securities A/S inaccordance with applicable rules.

5. INCREASE OF SHARE CAPITAL5.1 In the period until 31 December 2021,

the board of directors is authorised toincrease the company's share capitalwith and/or without pre-emption rightsfor the company’s existing shareholdersby up to a nominal amount of DKK138,477.45. The capital increaseshall be effected by cashpayment at market price or by issueof bonus shares at a price thatmight be below market price.

5.1.1[On 30 June 2021, the board ofdirectors decided to exercise theauthorisation in item 5.1 by way ofincrease of the company's share capitalof nominally DKK 138,477.45 byissue of total 13,847,745 shares ofnominally DKK 0.01 each.The authorzation has,thus, been utilzed in full.]

5.2 In the period until 30 June 2026, theboard of directors is authorised on oneor more occasions to increase the sharecapital without pre-emptive rights forthe existing shareholders by cashcontribution; contribution in kind;and/or conversion of debt by issuanceof new shares of no more than nominalDKK 102,554.00. The subscription is to

be made at market price.

5.3 In the period until 30 June 2026, theboard of directors is authorised toincrease the company’s share capital inone or more issues of new shares withpre-emption rights for the company’sexisting shareholders by up to anominal amount of DKK 102,554.00. Thecapital increase shall take place at aprice to be determined by the board ofdirectors, which may be below markedprice and may be effected by cashpayment, conversion of debt or bycontribution in kind.

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5.4 The new shares issued pursuant toarticles 5.1, 5.2 and 5.3, shall havethe same rights as the existing shares ofthe company. The new shares shall benegotiable instruments and issued inthe holder's name and shall beregistered in the company's register ofshareholders. The shares shall be fullypaid up. No shareholder shall beobliged to have the shares redeemedfully or partly. The new shares shall giverights to dividends and other rights inthe company from the time which isdetermined by the board of directors inconnection with the decision to increasethe share capital.

5.5 The capital increases that the board ofdirectors are authorized to executepursuant to section 5.2 and 5.3 cannotexceed a total nominal amount of DKK102,554.00. The board of directors arealso authorised to amend theseArticles of Association as requiredin connection with its utilization ofsuch authority.

6. WARRANTS6.1 The board of directors is until 30 June

2026 authorised to issue up to 5,686,096warrants on one or more occasions,and to adopt the capital increaserelated to the exercise of warrantsand further to carry out theconsequential amendments of thearticles of association of theCompany. Warrants can be issued tothe board of directors, members of theexecutive management and employeesthe company and its subsidiaries,including to employees whoseemployment have not yet begun.For warrants issued pursuant to thisauthorisation and for the related capitalincreases the following apply; onewarrant entitles the right to subscribefor 1 share of nominally DKK 0.01; themaximum nominal capital increaseto be subscribed on the basis of theissued warrants amounts to DKK56,860.96 in total; partial paymentcannot be carried out; the Company’sshareholders shall not have pre-emptiverights to the issued warrants and theshareholders shall not have pre-emptiverights to the shares which aresubscribed based on the warrantsconcerned; there shall not apply generalrestrictions in the pre-emptive rights ofthe shares in subsequent

capital increases; thesubscription price in event ofexercise of the warrants isdetermined by the company’sboard of directors at the time of thegrant of warrants, and thesubscription price may be lowerthan market price; the new sharesshall be registered in the holder’sname and shall be recorded in theCompany’s shareholders register;and that the new shares shall benegotiable instruments. Issue ofwarrants shall also be carried out inaccordance with the warrant termsspecified in appendix 1, whichconstitute an integrated appendixto the articles of association. Theboard of directors can determinethe additional terms for warrants inconnection with the board ofdirectors' exercise of the authorisation.

6.2 [The board of directors has on 22 June2021 partially exercised theauthorisation in Article 6.1 and hasissued 3,179,495 warrants toemployees, executive managementand board members. The maximumcapital increase to be subscribed onthe basis of these warrants isnominally DKK 31,794.95 and theminimum capital increase is nominallyDKK 0.01. The board of directorsis hereafter authorised to issue theremaining 2,506,601 warrantscorresponding to an increase of theCompany’s share capital of nominallyDKK 25,066.01]

7. THE GENERAL MEETING, AUTHORITY, PLACE AND NOTICE OF MEETING7.1 The general meeting of the company

shall be held at the registered addressof the company or in GreaterCopenhagen or on a location decidedby the board of directors. The ordinarygeneral meeting shall be held annuallynot later than 4 months after theend of the accounting year.

7.2 General meetings are convened bygiving four weeks and minimum twoweeks’ notice by notice on thecompany's website and by e-mail to allshareholders registered in thecompany's register of shareholderswho have requested notice by email.The notice must state the time andplace of the general meeting and theagenda specifying the business to betransacted at the general meeting.


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If any motion to amend these articlesof association is to be considered bythe general meeting, the mostessential contents of the motion mustbe specified in the notice to convenethe general meeting. If the generalmeeting is to pass a resolution undersections 77(2) or 92(1) or (5) or 107(1)or (2) of the Danish Companies Act,the notice to convene the meetingmust contain the full wording of themotion to amend the articles ofassociation.

7.3 No later than two weeks before theholding of the general meeting, theagenda and the complete motionsand, in respect of the annualgeneral meeting, also the auditedannual report must be made availablefor inspection by the shareholders.

7.4 The annual general meeting must beheld every year in time for the auditedand adopted annual report to bereceived by the DanishBusiness Authority no later than fivemonths after expiry of the financialyear. The audited and adopted annualreport must be filed with the DanishBusiness Authority after the adoptionwithout undue delay.

7.5 Extraordinary general meetings shallbe held when requested by the boardof directors or by the company’sauditor. Furthermore, anextraordinary general meeting shall beheld when requested by shareholderspossessing no less than five per centof the share capital. Such request shallbe submitted in writing to the board ofdirectors and be accompanied by aspecific proposal for the business tobe transacted. The board of directorsconvenes an extraordinary generalmeeting no later than two weeks aftersuch request has been made.

7.6 Any motions from the shareholders tobe considered at the annual generalmeeting must be presented in writingto the board of directors at least sixweeks before the general meeting. If amotion is submitted to the board ofdirectors less than six weeks beforethe holding of the general meeting,the board of directors will decidewhether the motion has beensubmitted in time to be included onthe agenda after all.


7.7 A shareholder’s right to attend ageneral meeting and to vote shall bedetermined by the shares held by theshareholder at the record date. Therecord date is one week before thegeneral meeting. A shareholder’sshareholding and voting rights aredetermined on the record date basedon the shareholder's ownership in theregister of shareholders as well as anynotice of ownership received by thecompany for inclusion in the registerof shareholders.

7.8 A shareholder who is entitled toattend the general meeting inaccordance with section 7.7 above andwho wishes to attend the generalmeeting shall request an admissioncard no later than three days beforethe general meeting.

7.9 The general meeting shall be chairedby a chairman elected by the board ofdirectors. The chairman makesdecision on all questions regarding theprocess and voting at the generalmeeting.

7.10 The company must maintain a minutebook of the proceedings at generalmeetings, including the resolutionsadopted, and the minutes must besigned by the chairman of themeeting. No later than two weeksafter the general meeting the minutesof the general meeting or a certifiedcopy thereof must be made availablefor inspection by the shareholders.

7.11 All documents prepared for use by orfor a general meeting of the companyin connection with or after the generalmeeting, including the notice and theminutes, will be prepared in Englishand to the extent required by law orotherwise decided by the board ofdirectors, in Danish.

7.12 The general meeting is held in Englishor Danish, as decided by the Board ofDirectors. Furthermore, the Board ofDirectors may decide to offersimultaneous interpretation intoDanish.

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8. THE GENERAL MEETING, AGENDA8.1 At the ordinary general meeting, the

following business shall be transacted:

1. Election of chairman of themeeting.

2. The board of directors' report onthe Company's activities during thepast account year.

3. Presentation and approval of theannual accounts and consolidatedannual accounts, if any, with auditreport and annual report.

4. Resolution as to the appropriationof profits or the covering of lossesaccording to the approved annualaccounts.

5. Election of board members.

6. Election of auditor.

7. Motions or resolutions, if any, fromthe board of directors or theshareholders.

9. THE GENERAL MEETING, VOTING RIGHTSAND RESOLUTIONS

9.1 Each share of nominally DKK 0.01 isentitled to one vote.

9.2 At general meetings, all resolutionsshall be passed by a simple majority ofvotes. In the event of an equality ofvotes, the election of the chairman ofthe meeting the election of membersto the board of directors theappointment of the auditor and thelike must be determined by drawing oflots.

9.3 Shareholders may attend generalmeetings in person or by proxy andmay, in both cases, be accompaniedby an advisor. Proxies may exercisevoting rights on behalf of shareholderssubject to presenting a written orelectronic and dated instrument ofproxy.

9.4 A shareholder entitled to attend ageneral meeting are able to vote inwriting by postal vote in accordancewith the rules of the DanishCompanies Act. Postal votes must bereceived no later than 10 a.m. twobusiness days before the generalmeeting. Postal votes cannot berevoked.

9.5 The board of directors may decidethat in addition to physical attendanceat the general meeting, shareholdersmay be given the right to attendelectronically in the general meeting,including voting electronically, withoutbeing physically present at the generalmeeting.

In addition, the board of directors maydecide that the general meeting shallbe held electronically without accessto physical attendance. If the board ofdirectors decides to conduct anelectronic general meeting, furtherdetails on the procedures forelectronic attendance will be providedon the company’s website and in thenotice to convene the generalmeeting.

10. CORPORATE LAUNGUAGE10.1 In addition to Danish, the company

also has English as corporatelanguage. Meetings of the board ofdirectors may be held in English.

10.2 Company announcement shall beprepared in English and, if decidedby the board of directors, in Danish.

11. ELETRONIC COMMUNICATION11.1 All communication from the company

to the individual shareholders maytake place electronically by posting onthe company's website or by email.General notices shall be published onthe company's website and in suchother manner as may beprescribed by applicable laws. Thecompany may as an alternative chooseto send notices, etc., by ordinary post.The company's website shall alsocontain information aboutrequirements to the systems used andthe procedures applying to the use ofelectronic communication.

11.2 The company must request registeredshareholders for an electronic addressto which notices can be sent, and it isthe responsibility of each shareholderto ensure that the company is inpossession of a proper electronicaddress. The company is not obligedto verify such contact information orto send notices in any other way.

11.3 Communication from a shareholder tothe company may take place by emailor by ordinary mail.

12. BOARD OF DIRECTORS12.1 The Board of Directors is responsible

for the overall management of theCompany. The general meeting electsa board of directors consisting of 5-7members elected for one year at atime. Re-election of board membersmay take place.


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12.2 The board of directors elects aChairperson – and potentially a deputychariman - among its members.

12.3 A member of the executive boardcannot be elected chairman of theboard of directors.

12.4 The board of directors is quoratewhen more than half of its membersare represented. Resolutions by theboard of directors are passed by asimple majority of votes. In case of anequality of votes, the chairman, or inher/his absence the deputy chairman,if so elected, shall have a casting vote.

12.5 The chairman of the board of directorsmust convene a board meetingwhenever deemed necessary byhim/her or whenever required by amember of the board of directors or amember of the executive board.

12.6 The board of directors shall lay downrules of its proceedings.

13. EXECUTIVE MANGEMENT13.1 A management board shall be

appointed consisting of 1-3 managersto be in charge of the day-to-daymanagement of the Company.

14. DIVIDEND14.1 Dividend shall be paid out to

shareholders by transfer through VPSecurities A/S and is deposited at theregistered dividend accounts at VPSecurities A/S.

15. POWER TO BIND THE COMPANY15.1 The Company shall be bound by i) the

joint signatures of two members ofthe board of directors, ii) by the jointsignatures of the executive managingdirector of the company and thechairman of the board, or iii) by thejoint signatures of the entire board ofdirectors.

16. AUDITING16.1 The Company's accounts shall be

audited by one or two state-authorised public accountants to beelected by the ordinary generalmeeting for one year at a time. Re-election may take place.

16.2 The company's annual report andinterim reports shall be prepared andsubmitted in English. The Board ofDirectors may resolve to supplementthe annual report and interim reportsof the company with a Danishtranslation or a summary in Danish.

17. ACCOUNTING YEAR17.1 The Company's accounting year shall

be from January 1st to December 31st.


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OrderYOYO A/S

Masnedøgade 26DK-2100 København Ø

+45 92 45 44 40www.orderyoyo.com

Financial and Certified AdviserGrant Thornton

Stockholmsgade 45DK-2100 Copenhagen

+45 33 11 02 20www.grantthornton.dk

Legal AdviserAccura Advokatpartnerselskab

Tuborg Boulevard 1DK-2900 Hellerup+45 39 45 28 00www.accura.dk

AuditorDeloitte Statsautoriseret

Revisionsaktieselskab

Weidekampsgade 6DK-2300 København S

+45 89 41 41 41www.deloitte.dk

Settlement & Issuing AgentDanske Bank A/S

Holmens Kanal 2-12DK-1092 Copenhagen

+45 33 44 00 00www.danskebank.com

20. Addresses

Addresses

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Software that empowers local Takeaway Restaurants

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