Just Eat Takeaw Regulatory News (JET)

Prosus N.V.

(Incorporated in the Netherlands)

(Legal Entity Identifier: 635400Z5LQ5F9OLVT688)

AEX and JSE Share Code: PRX ISIN: NL0013654783

(Prosus)

ACQUISITION OF THE REMAINING 33.3% STAKE IN iFOOD FROM JUST EAT

Shareholders are advised that Prosus N.V. (Prosus) has entered into an agreement through its affiliate MIH Movile Holdings B.V. (Movile) to acquire the remaining 33.3% stake in iFood Holdings B.V. (iFood) and IF-JE Holdings B.V., from minority shareholder Just Eat Holding Limited (Just Eat) for €1.5bn in cash, plus a contingent consideration of up to a maximum of €300m in cash. The contingent consideration may become payable if the food delivery sector re-rates on a GMV and Gross Profit multiple basis over the next twelve months. This acquisition consists of the sale by Just Eat of shares representing 33.3% of each of iFood and IF-JE Holdings B.V., which together own the iFood business. As part of the transaction, Just Eat will also acquire, for no additional consideration, IF-JE Holdings B.V.'s 49% interest in El Cocinero a Cuerda S.A., a company incorporated under the laws of Spain.

The agreement and implementation of the transaction are subject to approval by the Just Eat Takeway.com N.V. shareholders. The agreement also contains covenants, warranties, undertakings and indemnities by the parties, customary for transactions of this nature, including that Movile would be entitled to a termination fee of €35m under certain circumstances. The transaction is expected to become effective following the requisite approval being obtained from the Just Eat Takeaway.com N.V. shareholders and the agreement becoming unconditional in accordance with its terms. Following implementation of the transaction, Prosus and its subsidiary, Movile (a Brazilian long-term investor in technology companies), will fully own iFood.

As at 30 June 2022, and as set out in the unaudited condensed consolidated interim financial statements of Just Eat Takeaway.com N.V. for the 6 month period ended 30 June 2022, the value of the carrying amount of Just Eat's interest in iFood was €1.744 billion. The loss attributable to Just Eat's interest in iFood was €62 million, as disclosed in Just Eat Takeaway.com N.V.'s audited, consolidated annual financial statements as at and for the year ended 31 December 2021, which were prepared in accordance with the International Financial Reporting Standards.

Just Eat is a wholly owned subsidiary of Just Eat Takeaway.com N.V., whose shares are listed and traded on Euronext Amsterdam (AMS: TKWY), its CREST depository interests (CDIs) are listed and traded on the London Stock Exchange (LSE: JET), and its American Depositary Shares (ADSs) are quoted and traded on the OTC Markets via a sponsored Level I Programme (ticker: JTKWY).

El Cocinero a Cuerda S.A. is a holding company of Sindelantal, a food delivery business in Mexico, that ceased its operational activities in December 2020.

The acquisition will be funded from existing cash resources.

Prosus first invested in iFood through Movile in 2013. Starting as an online food ordering website in Brazil, iFood rapidly developed into an industry leader with a reputation for innovation. iFood stands out among the first to develop own-delivery, which is now profitable. Today, iFood is a leading platform business which includes grocery, quick commerce, and fintech. The nearly decade-long commitment from Prosus has helped to enable iFood's success.

Prosus has a strong track record of investing in, transforming and scaling food delivery businesses in some of the world's highest growth markets. Today, Prosus has a broad global perspective on the food delivery industry with a presence in 57 markets globally. Prosus is well-positioned at the forefront of the transformation that is happening across the food delivery value chain; from how food is sourced, to how it is prepared and consumed. Prosus has built a leading global portfolio of online food delivery companies, including iFood in Latin America, Swiggy in India, and Delivery Hero, which has a presence in more than 50 countries. Prosus is also an active investor in adjacent businesses including Flink, Foodics, Oda and Sharebite.

The transaction is consistent with Prosus' strategy to invest where it has high conviction, and is a natural next step in the long-standing relationship between Prosus and iFood. Prosus believes this represents a great opportunity to secure full ownership of a high performing, cornerstone asset in the attractive Brazilian Food Delivery sector. 

Amsterdam, the Netherlands

19 August 2022

JSE sponsor to Prosus

Investec Bank Limited

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About Prosus

Prosus is a global consumer internet group and one of the largest technology investors in the world. Operating and investing globally in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich communities.

The group is focused on building meaningful businesses in the online classifieds, food delivery, payments and fintech, and education technology sectors in markets including India and Brazil. Through its ventures team, Prosus invests in areas including health, logistics, blockchain, and social commerce. Prosus actively seeks new opportunities to partner with exceptional entrepreneurs using technology to improve people's everyday lives.

Every day, billions of customers use the products and services of companies that Prosus has invested in, acquired or built, including 99minutos, Airmeet, Aruna, AutoTrader, Autovit.ro, Azos, BandLab, Bibit, Biome Makers, Borneo, Brainly, BUX, BYJU'S, Bykea, Captain Fresh, Codecademy, Collective Benefits, Creditas, DappRadar, DeHaat, dott, EduMe, ElasticRun, eMAG, Endowus, Eruditus, EVERY, Facily, Flink, Foodics, Good Glamm Group, GoodHabitz, GoStudent, Honor, iFood, Imovirtual, Klar, Kovi, LazyPay, letgo, Luno, Mensa Brands, Meesho, merXu, Movile, Oda, OLX, Otodom, OTOMOTO, PaySense, PayU, Pharmeasy, Platzi, Property24, Quick Ride, Red Dot Payment, Republic, Shipper, ShopUp, SoloLearn, Stack Overflow, Standvirtual, Superside, Swiggy, Thndr, Tonik, Ula, Urban Company, Wayflyer, and Wolt.

Hundreds of millions of people have made the platforms of Prosus's associates a part of their daily lives. For listed companies where we have an interest, please see: Tencent, Delivery Hero, Remitly, Trip.com, Udemy, Skillsoft, Sinch, and SimilarWeb.

Today, Prosus companies and associates help improve the lives of more than two billion people around the world.

Prosus has a primary listing on Euronext Amsterdam (AEX:PRX) and secondary listings on the Johannesburg Stock Exchange (XJSE:PRX) and a2X Markets (PRX.AJ). Prosus is majority-owned by Naspers.

For more information, please visit www.prosus.com.