Just Eat Regulatory News (JE.)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED STATES.

FOR IMMEDIATE RELEASE19 December 2019

Disclosure under Rule 2.10(a) of the Takeover Code in respect of theINCREASED AND FINAL ALL-SHARE OFFERforJUST EAT PLCbyTAKEAWAY.COM N.V.

Earlier today, Takeaway.com announced an increased and final all-share offer (the "Takeaway.com Increase Announcement") in which Takeaway.com confirmed that it had received commitments from Just Eat shareholders to tender currently-untendered Just Eat Shares to the Increased Takeaway.com Offer in respect of a total of, in aggregate, 188,173,779 Just Eat Shares, representing approximately 27.55 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement).

Takeaway.com is pleased to confirm that it has received further commitments from additional Just Eat Shareholders to tender currently-untendered Just Eat Shares to the Increased Takeaway.com Offer in respect of a total of, in aggregate, a further 34,017,999 Just Eat Shares, representing approximately 4.98 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement). Further details of these commitments (including the circumstances in which they will fall away) are set out in Appendix I to this announcement.

Taken together with the valid acceptances and further commitments described in the Takeaway.com Increase Announcement, Takeaway.com has therefore received valid acceptances and further commitments in respect of a total of 314,641,871 Just Eat Shares, representing approximately 46.07 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement).

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Takeaway.com Increase Announcement.

Enquiries:

Takeaway.com Jitse Groen, CEOBrent Wissink, CFOJoerg Gerbig, COO

Joris Wilton, Investor Relations +31 (0) 6 143 154 79E: Joris.Wilton@takeaway.com

Media:Charles Armitstead / Ben Foster +44 (0) 20 7096 3184E: Takeaway@teneo.com

BofA Securities (Financial adviser to Takeaway.com) Ference Lamp +44 (0) 20 7628 1000Peter LuckGeoff IlesKieran Millar

Gleacher Shacklock (Financial adviser to Takeaway.com) Tim Shacklock +44 (0) 20 7484 1150Dominic LeeJames DawsonLewis Robinson

Lazard (Financial adviser to the Takeaway.com Supervisory Board) Wouter Han +31 (0) 2 056 111 60Liam Tjong-A-Tjoe

Slaughter and May and De Brauw Blackstone Westbroek N.V. are retained as legal advisers to Takeaway.com. NautaDutilh N.V. is retained as legal adviser to the Takeaway.com Supervisory Board.

Important notice related to financial advisers

BofA Securities, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Takeaway.com in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Takeaway.com for providing the protections afforded to its clients or for providing advice in relation to the Just Eat Takeaway.com Combination or any other matters referred to in this announcement.

Gleacher Shacklock LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Takeaway.com and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Takeaway.com for providing the protections offered to clients of Gleacher Shacklock or for providing advice in relation to the Just Eat Takeaway.com Combination, the contents of this announcement or any matters referred to herein.

Lazard is acting exclusively as financial adviser to the Takeaway.com Supervisory Board and no one else in connection with the Just Eat Takeaway.com Combination and will not be responsible to anyone other than the Takeaway.com Supervisory Board for providing the protections afforded to clients of Lazard or for providing advice in relation to the Just Eat Takeaway.com Combination, the contents of this announcement or any other matter referred to herein. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Just Eat Takeaway.com Combination, this announcement, any statement contained herein or otherwise.

Further information

This announcement is provided for information purposes only. It is not intended to and does not constitute or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Just Eat Takeaway.com Combination or otherwise, nor will there be any sale, issuance, exchange or transfer of securities of Takeaway.com or Just Eat pursuant to the Just Eat Takeaway.com Combination or otherwise in any jurisdiction in contravention of applicable law.

The Increased Takeaway.com Offer will be subject to English law and to the applicable requirements of the City Code, the Panel, the Listing Rules, the London Stock Exchange and the FCA.

The Just Eat Takeaway.com Combination will be implemented solely pursuant to the terms of the Revised Offer Document (or, in the event that the Just Eat Takeaway.com Combination is to be implemented by means of a Scheme, the Scheme Document), which, together with the Revised Form of Acceptance, will contain the full terms and conditions of the Just Eat Takeaway.com Combination and the Increased Takeaway.com Offer, including details of how to accept the Increased Takeaway.com Offer. Just Eat Shareholders are advised to read the Revised Offer Document (including the related Revised Form of Acceptance) (and/or, in the event that the Just Eat Takeaway.com Combination is to be implemented by way of a Scheme, the Scheme Document) and any Just Eat Takeaway.com Supplementary Prospectus carefully once these become available because they will contain important information in relation to the Just Eat Takeaway.com Combination, the Existing Takeaway.com Shares, the New Takeaway.com Shares and the Combined Group. Any decision in respect of the Increased Takeaway.com Offer, or other response in relation to the Just Eat Takeaway.com Combination, by Just Eat Shareholders should be made only on the basis of the information contained in the Revised Offer Document (and/or, in the event that the Just Eat Takeaway.com Combination is to be implemented by way of a Scheme, the Scheme Document) and any Just Eat Takeaway.com Supplementary Prospectus, which will be made available on Takeaway.com's website at Error! Hyperlink reference not valid..

Any vote in respect of resolutions to be proposed at the Takeaway.com EGM by Takeaway.com Shareholders should be made only on the basis of information contained in the Takeaway.com Circular, any Takeaway.com Supplementary Circular, the Just Eat Takeaway.com Prospectus and any Just Eat Takeaway.com Supplementary Prospectus.

The Existing Takeaway.com Shares and New Takeaway.com Shares are not being offered to the public by means of this announcement.

This announcement does not constitute a prospectus or prospectus exempted document.

Takeaway.com reserves the right to elect (with the consent of the Panel) to implement the acquisition of the Just Eat Shares by way of a Scheme as an alternative to the Increased Takeaway.com Offer. In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Increased Takeaway.com Offer, subject to appropriate amendments to reflect, amongst other things, the change in structure by which the Just Eat Takeaway.com Combination is to be implemented and compliance with all applicable laws.

Restricted Jurisdictions

The release, publication or distribution of this announcement, in whole or in part, in, into or from Restricted Jurisdictions, including the United States, may be restricted by law and therefore any persons into whose possession this announcement, and/or any accompanying document and/or any other information referred to herein come should inform themselves about and observe any applicable restrictions. In particular, the ability of persons who are not resident in the United Kingdom or the Netherlands to accept the Increased Takeaway.com Offer or to hold and vote Takeaway.com Shares may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. In particular, this document should not be released, published, distributed, forwarded or transmitted, in whole or in part, in, into or from any Restricted Jurisdiction, including the United States. To the fullest extent permitted by applicable law, the companies and other persons involved in the Just Eat Takeaway.com Combination disclaim any responsibility or liability for any violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with English law and the City Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and/or the Netherlands.

Unless otherwise determined by Takeaway.com or required by the City Code, and permitted by applicable law and regulation, the Just Eat Takeaway.com Combination will not be made available directly or indirectly in, into or from the United States or any other Restricted Jurisdiction where to do so would violate the laws of that jurisdiction. No person may vote in favour of the Just Eat Takeaway.com Combination by any use, means, instrumentality or form, and the Just Eat Takeaway.com Combination will not be capable of acceptance, from or within the United States or any other Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any documentation relating to the Just Eat Takeaway.com Combination are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States or any other Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Unless otherwise permitted by applicable law and regulation, the Increased Takeaway.com Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of the United States or any other Restricted Jurisdiction and the Increased Takeaway.com Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Just Eat Takeaway.com Combination, Existing Takeaway.com Shares, New Takeaway.com Shares or this announcement to persons who are not resident in the United Kingdom or the Netherlands or the ability of those persons to hold such securities may be affected by the laws or regulatory requirements of the relevant jurisdiction in which they are resident. Persons into whose possession this announcement comes who are not resident in the United Kingdom or the Netherlands should inform themselves of, and observe, any applicable requirements. Just Eat Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Takeaway.com Shares may not be offered, sold or delivered, directly or indirectly, in, into or from the United States or any other Restricted Jurisdiction or to, or for the account or benefit of, any person to whom it is unlawful to make such offer or solicitation, except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions, or otherwise permitted under applicable securities laws of those jurisdictions.

Further details in relation to Just Eat Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom and/or the Netherlands are contained in the Original Offer Document.

Just Eat Shareholders in the United States should note that the Just Eat Takeaway.com Combination relates to the shares of a UK-incorporated company and is proposed to be made by means of a contractual offer within the meaning of Part 28 of the Companies Act 2006 provided for under, and governed by, the law of England and Wales. The Increased Takeaway.com Offer will be made in compliance with all applicable laws and regulations, including the US Securities Act and the US Exchange Act.

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There will be no public offering of securities to be issued pursuant to the Increased Takeaway.com Offer in the United States.

Securities to be issued pursuant to the Increased Takeaway.com Offer have not been, and will not be, registered under the US Securities Act and may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Such securities will only be made available in the United States to qualified institutional buyers (as defined in Rule 144A under the US Securities Act) or accredited investors (as defined in Rule 501(a) under the US Securities Act) in transactions that are exempt from the registration requirements of the US Securities Act. Such shareholders will be required to make such acknowledgements and representations to, and agreements with, Takeaway.com as Takeaway.com may require to establish that they are entitled to receive such securities. A person who receives securities pursuant to the Increased Takeaway.com Offer may not resell such securities without registration under the US Securities Act or without an applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act).

Securities to be issued pursuant to the Increased Takeaway.com Offer have not been, and will not be, registered or qualified under the securities laws of any state or jurisdiction in the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available or such registration or qualification requirements have been complied with.

For purposes of the US Exchange Act, the Increased Takeaway.com Offer is being made pursuant to Section 14(e) and Regulation 14E under the US Exchange Act and benefits from exemptions available to "Tier II" tender offers. Accordingly, the Increased Takeaway.com Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d) of the US Exchange Act, do not apply. In accordance with normal UK practice and Rule 14e-5 under the US Exchange Act, Takeaway.com, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Just Eat outside the Increased Takeaway.com Offer during the period in which the Increased Takeaway.com Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at Error! Hyperlink reference not valid..

Financial information included in this announcement and the Takeaway.com Offer Document has been or will be prepared in accordance with accounting standards applicable in the UK and the Netherlands, as applicable, and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its Just Eat Shares pursuant to the Just Eat Takeaway.com Combination may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as non-US and other, tax laws. Each Just Eat Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Just Eat Takeaway.com Combination applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Just Eat is organised under the laws of England and Wales. Takeaway.com is organised under the laws of the Netherlands and all of the officers and directors of Just Eat and Takeaway.com are residents of countries other than the United States. It may not be possible to sue Takeaway.com or Just Eat, or any of their respective directors, officers or affiliates, in a non-US court for violations of US securities laws. It may be difficult to compel Takeaway.com, Just Eat and their respective directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a US court.

Forward looking statements

This announcement contains certain statements about Takeaway.com and Just Eat that are or may be forward looking statements, including with respect to the Combination involving Takeaway.com and Just Eat. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Takeaway.com and Just Eat about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, forward looking statements often include words such as "targets", "plans", "believes", "hopes", "continues", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "will look to", "budget", "strategy", "would look to", "scheduled", "goal", "prepares", "forecasts", "cost-saving", "is subject to", "synergy", "projects" or words or terms of similar substance or the negative thereof.

By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that the Just Eat Takeaway.com Combination will not be pursued or consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Just Eat Takeaway.com Combination if it is pursued, adverse effects on the market price of Takeaway.com's or Just Eat's ordinary shares or the Takeaway.com Convertible Bonds and on Takeaway.com's or Just Eat's operating results because of a failure to complete the Just Eat Takeaway.com Combination, failure to realise the expected benefits of the Combination, negative effects relating to the announcement of the Just Eat Takeaway.com Combination or any further announcements relating to the Just Eat Takeaway.com Combination or the consummation of the Combination on the market price of Takeaway.com's or Just Eat's ordinary shares or the Takeaway.com Convertible Bonds, significant transaction costs and/or unknown liabilities, the Combined Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), general economic and business conditions that affect the Combined Group following the consummation of the Just Eat Takeaway.com Combination, changes in global, political, economic, business, competitive, market and regulatory forces (including exposures to terrorist activities, the repercussions of the UK's referendum vote to leave the European Union, the UK's exit from the European Union and Eurozone instability), future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

All forward looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Each forward-looking statement speaks only as of the date of this announcement. Neither Takeaway.com nor Just Eat, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the City Code, the Listing Rules and the Disclosure Guidance and Transparency Rules), neither the Takeaway.com Group nor the Just Eat Group is under, or undertakes, any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

Except as otherwise set out herein, nothing in this announcement (including any statement of estimated costs savings or synergies) is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Takeaway.com or Just Eat, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Takeaway.com or Just Eat, as appropriate.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of an offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at Error! Hyperlink reference not valid., including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Just Eat Shareholders, persons with information rights and other relevant persons for the receipt of communications from Just Eat may be provided to Takeaway.com during the Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.

Publication on website and availability of hard copies

A copy of this announcement and the documents required to be published by Rule 26 of the City Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), on Takeaway.com's website at http://corporate.takeaway.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of Takeaway.com's website is not incorporated into, and does not form part of, this announcement.

Takeaway.com Shareholders and Just Eat Shareholders may request a hard copy of this announcement by contacting Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA during business hours on 0371 384 2030 if calling from the United Kingdom or +44 (0) 121 415 7047 if calling from the Netherlands or any other country outside the United Kingdom (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)). If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. Takeaway.com Shareholders and Just Eat Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Just Eat Takeaway.com Combination should be in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

Unless otherwise indicated, all references to time in this announcement are to London time.

 APPENDIX I

DETAILS OF ADDITIONAL COMMITMENTS TO TENDER

Additional commitments to tender Just Eat Shares

Takeaway.com has received additional commitments to accept (or procure the acceptance of) the Increased Takeaway.com Offer from the following holders or controllers of Just Eat Shares in respect of the following interests of Just Eat that have not already been tendered to the Takeaway.com Offer:

The commitments given by the above persons require them to accept or procure the acceptance of the Increased Takeaway.com Offer within 48 hours of the Takeaway.com Increase Announcement. The commitments also include an undertaking not to exercise any withdrawal rights in respect of any Just Eat Shares tendered to the Takeaway.com Offer, including any Just Eat Shares tendered before the commitment was given.

The commitment given by Farallon Capital Europe LLP. is given on a best efforts basis, as Farallon Capital Europe LLP holds its exposure in Just Eat via cash-settled derivatives.

The commitment given by Pelham Capital Ltd. includes an undertaking to vote in favour of the Takeaway.com Resolutions at the Takeaway.com EGM in respect of certain Takeaway.com Shares that it holds or controls.

These commitments will cease to be binding in the event that: (i) the Increased Takeaway.com Offer is withdrawn or lapses; or (ii) a third party makes an offer for Just Eat that exceeds £9.60 per Just Eat Share (or equivalent).

Copies of these further commitments will be made available on Takeaway.com's website at https://corporate.takeaway.com.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1. all references to Just Eat Shares are to Just Eat ordinary shares of £0.01 each and references to Takeaway.com Shares are to Takeaway.com ordinary shares of €0.04 each;

2. as at the close of business on 18 December 2019, being the last Business Day prior to the date of this announcement, Just Eat had in issue 683,027,787 Just Eat Shares and Takeaway.com had in issue 61,203,979 Takeaway.com Shares. The ISIN for Takeaway.com Shares is NL0012015705 and for Just Eat Shares is GB00BKX5CN86. The ISIN for the Takeaway.com Convertible Bonds is XS1940192039;

3. the aggregated number of valid acceptances and further commitments received by Takeaway.com in respect of the Increased Takeaway.com Offer (being 314,641,871 Just Eat Shares, representing approximately 46.07 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement)) comprises:

(i) valid acceptances in respect of a total of 92,450,093 Just Eat Shares, representing approximately 13.53 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement), which Takeaway.com may count towards the satisfaction of the Acceptance Condition. So far as Takeaway.com is aware, none of these acceptances have been received from persons acting in concert with Takeaway.com. These acceptances are assumed by Takeaway.com to include acceptances given pursuant to the irrevocable undertakings described in the Original Offer Document (but Takeaway.com has not been able to verify this); and

(ii) commitments from Just Eat shareholders to tender currently-untendered Just Eat Shares to the Increased Takeaway.com Offer in respect of a total of, in aggregate, 222,191,778 Just Eat Shares, representing approximately 32.53 per cent. of the existing issued share capital of Just Eat on 18 December 2019 (being the last Business Day before the date of this announcement), further details of which are given in Appendix I to this announcement and Appendix II to the Takeaway.com Increase Announcement. Takeaway.com understands that none of the Just Eat Shares to which these commitments relate had, as at 18 December 2019 (being the last Business Day before the date of this announcement) been tendered to the Increased Takeaway.com Offer (but Takeaway.com has not been able to verify this); and

4. certain figures included in this announcement have been subject to rounding adjustments.