Just Eat Takeaway.Com LSE: JET | AMS: TKWY

Just Eat Takeaway.com LSE: JET | AMS: TKWY | NASDAQ: GRUB

Company Update

July 2021 Disclaimer

The author of this deck, Cat Rock Capital Management Limited (“Cat Rock Capital”), is a private fund manager. This deck, and its content, distribution and use, is subject to the terms specified at www.JustEatMustDeliver.com.

At the time of publication of this deck, funds managed by Cat Rock Capital has a disclosable interest in 10.0 million shares in the capital of Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY, NASDAQ: GRUB) (the “Company”). It is possible that there will be developments in the future that cause Cat Rock Capital to modify this economic interest at any time or from time to time. This may include a decision to sell all or a portion of its holdings of such securities in open market transactions or otherwise (including via short sales), purchase additional such securities (in open market or privately negotiated transactions or otherwise) or trade in options, puts, calls or other derivative instruments relating to such securities. Cat Rock Capital also reserves the right to take any actions with respect to its investment in the Company as it may deem appropriate, including, but not limited to, communication with the board of directors, management and other investors.

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1 Situation Overview

1.1 JET communication with investors has been a disaster.

2.2 JET is a high-quality business with significant growth.

3.3 JET is now massively undervalued.

4.4 JET and its assets also have significant strategic value.

5.5 The path forward is clear.

2 (1) Broken Communication

3 JET communication with the market has been a disaster

JET Share Price vs. Consensus Adj. EBITDA JET Share price in € Adj. EBITDA in millions of €

120 1H20 Results 2020 Results 1H21 Update 500 “We have commented on the “So, if you… annualize [the 4Q20 “…for the full year 2021, we expect U.K. We believe… that tens EBITDA loss] for 2021, you will Just Eat Takeaway.com, including 400 of millions of euros need to get to the right number… call it, Grubhub, to generate an adjusted be invested in the U.K.” -€60mm, -€80mm...” 110 EBITDA margin in a range of -1% to – JET CEO – JET Investor Relations -1.5% of GTV [-€280mm to -€450mm]” 300 – JET CEO

200 100

100

90 -

(100)

80 (200)

(300) 70

(400)

60 (500) Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21

Share Price FY21e Adj. EBITDA

Source(s): S&P Capital IQ, as of 7/23/2021 4 JET communication problem is clear to analysts

Representative Sell-Side Feedback:

❑ “They are not clear with their communication...”

❑ “The main issue is the lack of communication or miscommunication from the company…”

❑ “…management could’ve communicated [the investment] much better…”

❑ “People feel tricked by these guys… there is zero clarity…”

Source(s): representative feedback from CRC calls with 13 different sell-side analysts representing major brokerage firms 5 JET stock has therefore significantly underperformed

JET Relative Stock Performance

Indexed to 100

450

400

350

300

250

200

150

100

JET DHER HFG MEIT

Source(s): S&P Capital IQ, as of 7/23/2021 6 JET bizarrely downplays the potential of its own investments (logistics)

Logistics Commentary Before After

“To be very clear, anybody that claims “You have to be really big to get some they can run logistics at a profit or sort of a margin out of [logistics]. And as anything else in Europe, yes, we will be far as I can tell, Just Eat Takeaway is very interested in hiring these people the only company that's really big in because we don't know how to do that.” most of these markets.” – CEO, FY19 – CEO, FY20

“We've been very vocal that with “And the other piece I talked about Reality: Logistics logistics, you can't make any money in earlier, in the end, you need to have the Europe.” density and the scale to really like get to grows the market – CEO, GRUB M&A Call a potential profit pool for delivery and should generate because, yes, you need to be pretty significant long-term large. And we are best placed to actually profits for scaled #1. “And it should also not be the case that exploit on that situation. And that's why most of our business is logistics in we're also even further investing in Europe because we would not be able market share because that scale and to return any EBITDA.” density will actually put us in a position – CEO, 1H20 to be the best player to actually exploit potential profit pool of this.” – COO, FY20

7 JET also entered grocery despite talking down the opportunity

Grocery Commentary Before After

“Regarding grocery, that is just to fool all “Lieferando.de opens up to grocery the analysts into thinking that things are delivery. It will allow its more than 12 going well. There are no margins on million users to order almost everything grocery.” related to food and select supermarket – CEO, 1H20 articles. On average, deliveries are expected to take 20- 30 minutes. The company will work with major grocery “We think the opportunity is relatively chains and local convenience Reality: Grocery is small, especially because it's currently stores...Just Eat Takeaway.com is also being driven by people not being able to investigating a similar approach in other an exciting new go out.” key markets such as the UK and the market that JET is – CEO, 1Q21 Netherlands.” ideally suited to – Press Release dated May 12, 2021 address (just like “...there's no network effect between DoorDash in the US). somebody looking for a carton of milk and then accidentally ordering a poké bowl.” – CEO, 1Q21

8 (2) Fantastic Business

9 JET is a gem

1.1 Clear market leader in 90% of GMV with huge growth runway

2.2 Hybrid model that offers best selection, price, and unit economics

3.3 Experienced, aligned management with strong operating record

10 Clear market leader in attractive countries

Category Market (1) (2) (3) Country % of GTV Position Share United Kingdom 32% #1 52% Germany 20% #1 99% Canada 14% #1 45% Netherlands 8% #1 79% Main Countries 74% #1 67%

Austria #1 54% Belgium #1 41% Denmark #1 71% Ireland #1 75% Israel #1 81% JET has #1 Italy #1 48% position in markets Luxembourg #1 n/a representing Poland #1 65% Spain #1 40% ~90% of GMV Switzerland #1 44% Leading Rest of World Countries ~15% #1 n/a

Australia #2 42% Bulgaria #2 37% France #3 18% New Zealand #2 19% Norway #2 23% Portugal #2 5% Romania #2 22% Other Rest of World Countries ≤10% #2/3 n/a Source(s): Company filings; Company disclosures; Cardlytics; YipitData; Google Trends; SimilarWeb; App Annie Note(s): (1) 1H21 GTV metrics per Company filings; (2) Category Position metrics per Company disclosures, YipitData, Google Trends, SimilarWeb, App Annie; (3) Market Share metrics per Cardlytics for UK (as of April 2021), per YipitData for DE (as of June 2021), per App Annie for BE (past 30 days, as of 7/19/21), and per Google Trends (past 30 days, as of 7/15/21) for remaining markets 11 Track-record of strong organic growth

JET Revenue and Profit(1) € in millions

3,029 63%

2,398 54%

1,557 35% 1,115 27% 786

256 159 188 217

(71)

FY17 FY18 FY19 FY20 1H21e LTM Pro Forma Revenue Pro Forma Adjusted EBITDA Pro Forma, cFX Revenue Growth

Only 13% population penetration(2) with 0.8x monthly order frequency(3)→ massive growth opportunity

Source(s): Company filings; CRC estimates Note(s): (1) FY17-FY20 per Company filings; 1H21e LTM represents CRC estimate, assuming 1H21 Adjusted EBITDA is -€150mm, excluding GRUB; (2) per JET’s March 12 2021 investor presentation, based on FY20 figures; (3) CRC estimate calculated based on reported FY20 Orders and Active Consumers (pro forma for JE acquisition) JET growth is great but short-term profits have disappointed

4Q20 Trading Update “While 4Q order growth and revenue exceeded expectations, the magnitude of 2H investment was greater than expected (c€100m).” – Morgan Stanley, Jan. 15, 2021

1Q21 Trading Update “The 1Q21 results were good. Group orders of 200.1m were +2.3% ahead of Visible Alpha consensus. The outperformance was broad-based. Group order growth accelerated again, the fourth sequential improvement.” – Jefferies, Apr. 13, 2021

2Q21 Trading Update “Adj. EBITDA for the full-year is expected to be around -€360mn, significantly below our forecast for adj. EBITDA of +€29mn.” – RBC, Jul. 15, 2021

Source(s): Wall Street equity research 13 But JET logistics transition is far more efficient than comps

Peer Adj. EBITDA / GMV Margin vs. Logistics Mix DHER iFood(1) JET(2)

61%

37% 35% 36%

25% 26%

18% 15% 15% 10% 11% 5% 5%

3.2% 2.9% 2.5% 2.0% (0.1%) (1.5%) (2.2%) (1.6%) (1.2%) (1.6%) (5.8%) (4.6%) (8.2%)

FY17 FY18 FY19 FY20 FY17 FY18 FY19 FY20 FY17 FY18 FY19 FY20 1H21

GMV Margin GMV Margin GMV Margin Logistics Orders as % of Total Logistics Orders as % of Total Logistics Orders as % of Total

Source(s): Company filings; Company disclosures Note(s): (1) iFood Logistics Orders as % of Total per Prosus/Naspers disclosure; (2) JET 1H21 assumes GMV is ~6% lower than reported GTV; assumes 1H21 Adjusted 14 EBITDA is -€150mm, excluding GRUB JET profits and unit economics are also far better than peers’

Peer Adj. EBITDA / GMV Margin(1) Adj. EBITDA as % of GMV

5.0%

(5.0%)

(10.0%)

(15.0%)

(20.0%) JET DASH ROO DHER UE excl. Corporate UE incl. Corporate

FY17-FY21e

60%+ of JET orders have software/payments margins (from marketplace orders) vs. 0-5% for peers(2)

Source(s): Company filings; Company disclosures; Visible Alpha Note(s): (1) DHER FY21 GMV and Adjusted EBITDA based on mid-point of guidance; ROO FY21 GTV based on mid-point of guidance, FY21 Adjusted EBITDA based on consensus according to Visible Alpha (as of 7/23/21) ; DASH FY21 Marketplace GOV and Adjusted EBITDA based on mid-point of guidance; UE FY21 Gross Bookings and Adjusted EBITDA based on consensus according to Visible Alpha; JET GMV and Adjusted EBITDA represent CRC estimates; (2) except for DHER, which derives ~40% of total orders from marketplace orders 15 JET logistics investments are working

JET Orders(1) Orders in millions Logistics as % of total:

9% 17% 22% 36%

+61% Total Orders: 412 +35% CAGR

Logistics Orders: +24% 149 CAGR +117% CAGR

257

204 58

168 34 14 264 Marketplace Orders: +20% CAGR 199 154 169

1H18 1H19 1H20 1H21

Marketplace Orders Logistics Orders

Source(s): Company filings Note(s): (1) pro forma for JE and DHER Germany acquisitions 16 JET has started gaining UK share – especially city-by-city

UK Orders Market Share Total UK London Glasgow

100% 100% 100%

JET investment JET investment JET investment program begins program begins program begins 80% 80% 80%

60% 60% 60%

40% 40% 40%

20% 20% 20%

- - -

Jul-19 Jul-20

Jan-19 Jan-20 Jan-21

Mar-19 Mar-20 Mar-21

Nov-19 Nov-20

Sep-19 Sep-20

Nov-19 Nov-20

Sep-19 Sep-20

Mar-19 Mar-20 Mar-21

Sep-19 Nov-19 Sep-20 Nov-20

May-19 May-20 May-21

May-20 May-19 May-21

May-19 May-20 May-21 JE UE ROO JE UE ROO JE UE ROO

JET grew UK orders 55% in June 2021 vs. ROO at 33% – first time ever

Source(s): YipitData 17 JET underlying UK share gains are significantly higher

ROO White Label & Grocery UBER Promos ROO / UBER City Expansion ❑ ROO orders include white ❑ Far higher proportion of Uber ❑ ROO & Uber Eats city label and grocery orders Eats orders have promotions expansion flattering market vs. peers share performance, but that ❑ In June 2021, 12% of ROO will soon come to an end orders were grocery orders(1) Promo Orders as % of Total(1) 60% UE changed email ❑ Important to look at market ❑ Ex-grocery, ROO grew orders format, hiding promo intensity share performance on a (1) 25% in June 2021 , 45% ‘same-store’ basis compared to JET order growth ? of 55% 30% London Order Share(1)

15% 100% JET investment program begins - 80%

60%

Jul-20 Jul-19

Apr-19 Oct-19 Apr-20 Oct-20 Apr-21

Jan-20 Jan-21 Jan-19 40% JE UE ROO 20%

❑ 4 of top 5 Uber Eats queries Jul-20

on Google in UK are related to Jul-19

Jan-21 Jan-19 Jan-20

Mar-19 Mar-20 Mar-21

Sep-19 Nov-19 Sep-20 Nov-20

May-20 May-21 promo codes(2) May-19 JE UE ROO

Source(s): YipitData Note(s): (1) Orders per YipitData; (2) Google search results per Google Trends 18 (3) Deeply Undervalued

19 JET is now trading at only 12x normalized earnings with 30-40% growth

Long-Term Margin Guidance JET Normalized Valuation Adj. EBITDA as % of GMV € in millions Market Cap JET realized margins(1) United Kingdom: 9.1% (2018) Share Price 71.26 Netherlands: 8.8% (2018) (x) Shares O/S 215 Canada: 4.3% (2H19) Market Cap 15,287 (-) iFood(6) (2,300) 6.5% Adjusted Market Cap 12,987

Normalized FY21 Net Income 5.0% Adjusted EBITDA (Normalized) (5) 5.0% 4.5% (7) 4.3% SBC and D&A 0.2% Effective Tax Rate(8) 22.0% Net Income Conversion 3.7%

FY21 GMV (9) 29,000 (x) Net Income Conversion 3.7% Normalized FY21 Net Income 1,086

Normalized Valuation Adjusted Market Cap 12,987 (2) (3) (4) (5) (/) Normalized Net Income 1,086 DHER UE excl. GRUB JET (assumed) Corporate Normalized P / E 12.0x

Source(s): S&P Capital IQ, as of 7/23/2021; Company filings; Wall Street equity research Note(s): (1) reflects potential LT profitability; Canada margin far from steady-state given 39% growth in 2H19; (2) DHER reflects LT Adjusted EBITDA margin target, per presentation (5/18/21); (3) UE excludes Corporate and reflects LT revenue take rate target (% of Gross Bookings) and LT Adjusted EBITDA margin target (% of revenue), per 4Q20 investor presentation (2/10/21); (4) GRUB reflects LT Adjusted EBITDA per order of $1.50 as a % of AOV, per 4Q20 earnings press release (2/3/21); (5) represents CRC assumption; (6) reflects highest bid received for the asset, per FY20 results press release (3/10/21); (7) reflects SBC and Capex as a % of GMV in FY20; (8) reflects weighted average tax rate; (9) reflects mid-point of GTV guidance range, as of 7/15/21 20 JET is actually trading well below Prosus’ bid for JE in 2019

Prosus Bid Prosus Bid Prosus Bid € in millions (Dec 2019) (GMV Adjusted) (GRUB Worth $0) Implied JET Value (1) Implied JE Purchase Price (TEV) 6,483 (+) TKWY TEV 5,260 Implied JET TEV 11,743 23,571 23,571 (-) Current JET Net Debt (2) (21) (21) (21) Implied JET Market Cap 11,722 23,550 23,550 (/) Current JET Shares O/S (3) 149 149 215 Implied JET Share Price 79 158 110 % Upside to Current Share Price 10% 122% 54%

Memo: Current Share Price 71.26 71.26 71.26

Supplemental Run-Rate GMV 9,078 18,222 18,222 % Change 101% 101%

Implied TEV / Run-Rate TEV 1.3x 1.3x 1.3x

Prosus’ 2019 equivalent bid is a 54% premium even if we assume GRUB’s ~$10B of GMV is worthless(4)

Note(s): (1) JE Offer Price, Net Debt and Shares Outstanding, and TKWY Net Debt and Shares Outstanding, according to Prosus offer document, published on 12/10/19; FX reflects FX rate as of 7/23/21; (2) Current JET Net Debt reflects FY20 year-end net debt; (3) Current JET Shares Outstanding reflects shares 21 outstanding prior to GRUB acquisition in Dec 2019 and GMV Adjusted calculations; (4) GRUB GMV reflects GRUB’s run-rate GMV as of 2Q21 JET is trading at a massive discount to peers

Peer GMV vs. TEV $ in billions DASH TEV / GMV is ~4x that of JET

❑ JET is more dominant than DASH (ex. US)(3): ❑ DASH US share: 60% ❑ JET UK share: 52% ❑ JET DE share: 99% ❑ JET CA share: 45% 37 ❑ JET NL share: 79% 34 ❑ JET growth is comparable to DASH (ex. US)(4): ❑ DASH FY21e GMV growth: 48% ❑ JET FY21e order growth: >45% 15

JET DASH

TEV(1) FY21e GMV(2)

Source(s): S&P Capital IQ, as of 7/23/21; Company disclosures; Cardlytics; YipitData; Google Trends; Visible Alpha Note(s): (1) net debt per latest company filings; TEV calculation values JET investments at highest offer received for stake in iFood; (2) FY21e GMV reflects guidance, except for JET standalone GMV, which reflects CRC estimate; (3) DASH share metric represents June 2021 Orders share per YipitData; JET share metrics per Cardlytics for UK (as of April 2021), per YipitData for DE (as of June 2021), and per Google Trends (past 30 days, as of 7/15/21) for remaining markets; (4) DASH has not provided FY21 order growth guidance; DASH GMV growth represents mid-point of DASH’s FY21 Marketplace GOV growth guidance; JET order growth represents JET’s FY21 order growth guidance, excluding GRUB 22 JET is trading at its lowest valuation ever (75%+ discount to 2019 levels)

JET Forward Sales Multiple TEV / NTM Revenue (x)

12x

10x

2.6x 2x

Source(s): Bloomberg; CRC estimates for NTM Revenue from 6/18/21 to 7/23/21 23 (4) Strategic Value

24 GRUB has significant strategic value

Market Capitalization $39bn(1) $1.8tn $89bn

GRUB as % of Market Capitalization 13% <1% 6% (@ $5bn)

❑ Enter online food ❑ Acquire scaled ❑ Consolidate delivery to counter same-day delivery competition DASH network ❑ Already bid in ❑ Drive frequency ❑ Enter online food 2020 delivery – Rationale ❑ Acquire new complement to ❑ Regulatory hurdles customers Whole Foods lowered by relative growth and TAM ❑ Drive frequency expansion to include grocery

Source(s): S&P Capital IQ, as of 7/23/21; Crunchbase Note(s): (1) Instacart’s Market Capitalization represents Instacart’s post-money valuation, as of its March 2021 private financing per Crunchbase 25 iFood has significant value

❑ JET has already received a €2.3bn bid

❑ Prosus owns 55% and has openly said it is interesting in buying JET stake

GMV & YoY Growth Market Share(1)

€ in millions 100% iFood begins 133% heavy investment in logistics in 2019 80% 3,881

91% 87% 60%

2,200

40%

1,182 754 20%

2017 2018 2019 2020 - Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21

GMV cFX GMV Growth iFood Uber Eats Rappi PedidosYa

Source(s): GMV and Growth per Company filings; Market Share per App Annie Note(s): (1) represents share of Weekly Active Users per App Annie 26 JET overall has significant strategic value

27 Analysts concur

“The base logic for a suitor is very clear…[JET’s] relative valuation multiple means direct competitors have strong M&A currency.” – Jefferies report, 20 July 2021

Additional Analyst Commentary “Just Eat Takeaway is a logical and hugely accretive deal for DoorDash to pursue to add an international expansion angle, and the most obvious way for DASH to justify its currently high premium-valuation, in our view.” – Arete, Jan. 29, 2021

“Just Eat Takeaway is a “Strategic Asset”…Prosus’s ambition for their food delivery business can only be accomplished thru M&A! Adding Just Eat Takeaway would make Prosus the dominant global delivery company!...Post closing of the GRUB acquisition Just Eat Takeaway would [also] make a great fit for Delivery Hero…DASH is [also] lurking in the wings as a strategic buyer of assets.” – Hedgeye, Jun. 8, 2021

Source(s): Jefferies equity research reported titled “Online Food Delivery: Embrace The Masters Of The Dark-Store Arts”, dated 7/20/2021; Arete equity research report titled “DoorDash: A Game of Chess:, dated 1/29/21; Hedgeye equity research report titled “JET: A Strategic Asset”, dated 6/8/21 28 (5) Path Forward

29 Path forward for JET is clear

1.1 Fix communication – explain investments and provide rationale

2.2 Clean house – sell assets to retire the 30% of equity issued for GRUB

3.3 Explore mergers with other global players to drive shareholder value