Just Eat Takeaway.Com | LSE: JET Online Food Delivery Research Overview

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Just Eat Takeaway.com | LSE: JET Online Food Delivery Research Overview

September 2020 Disclaimer

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2 Table of Contents

I. Online Food Delivery Industry Overview 4

II. Just Eat Takeaway.com (‘JET’) Investment Case 14

III. Grubhub (‘GRUB’) Acquisition Case 28

Appendices A. TEV / GMV or TEV / Gross Profit? 39 B. Why is the hybrid model superior to logistics-only? 49 C. How strong is JET’s position in the UK? 73 D. What is necessary to improve GRUB’s position? 76 E. What are the best data sources? 91

3 I. Online Food Delivery Industry Overview

4 Online Food Delivery Started 20 Years Ago With the Marketplace Model

Online Food Delivery Pioneers

Netherlands United Kingdom United States Est. 2000 Est. 2001 Est. 2004 Marketplace Model

5 Network Effects Are Strong

More Consumers

More More Investment Restaurants

More More Consumers Consumers

More Marketing

6 Strong Network Effects Drove Attractive Economics

Historical Online Food Delivery Margins(1)

63%

51%

29%

TKWY JE GRUB Netherlands United Kingdom United States

Note(s): (1) According to company filings, based on FY16 EBITDA and revenue 7 Strong Network Effects Supported Strong Competitive Positions

Historical Relative Size(1)

9x Takeaway.com

8x Grubhub 7x Just Eat 6x

2x Just Eat hungryhouse Eat24 1x

- Netherlands United Kingdom United States

Note(s): (1) According to Google Trends, based on LTM search frequency as of December 2015 8 Logistics-Based Competitors Entered Between 2011 and 2015

Logistics-Based Competitors

Est. 2011 Est. 2012 Est. 2013

Est. 2013 Est. 2015

9 Logistics-Based Competitors Grew Rapidly by Subsidizing Consumers and Introducing New Selection Subsidies

New Selection

QSRs High-End Suburbs

10 Incumbents Chose Different Strategies

Grubhub Just Eat Takeaway.com Modest investment in Late to introduce logistics, Built in-house delivery nationwide delivery followed by outsourced capability across all capability and scattered approach countries Continued focus on Continued focus on Focused on areas with growing EBITDA per growing short-term greatest competitive risk order EBITDA and selection improvement Offered delivery with no fee to create best consumer proposition

Focus on Focus on Short-Term Market Profits Leadership

11 Marketplace Incumbents Have Significant Structural Advantages Over Logistics-Only Competitors

Large existing user base to drive utilization of 1 couriers

2 Better selection from marketplace

3 Lower delivery fees from marketplace

4 Network effects from established scale business

See Appendix – p. 49

12 Track Record of JET Mgmt. Shows Effectiveness of Hybrid Strategy

Google Trends(1)

Netherlands Germany Poland

Mar-19 Mar-20 Mar-16 Mar-17 Mar-18 Mar-20 Mar-16 Mar-17 Mar-18 Mar-19 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20

Sep-15 Sep-16 Sep-17 Sep-18 Sep-19 Sep-15 Sep-16 Sep-17 Sep-18 Sep-19 Sep-15 Sep-16 Sep-17 Sep-18 Sep-19 Thuisbezorgd Deliveroo Lieferando Deliveroo Pyszne PizzaPortal Uber Eats Uber Eats Glovo JET Grew Profits While Aggressively Defending Market Leadership

Note(s): (1) According to Google Trends as of 9/21/2020 13 II. JET Investment Case

14 JET Leveraging Hybrid Structural Advantages to Drive Market Leadership in Europe and North America

Note(s): According to company filings 15 JET Is the Clear Market Leader Across 90%+ of Its GMV

% of Market JET Segment GMV(1) Position(2)

United Kingdom 33% #1

Germany 19% #1

Canada 11% #1

The Netherlands 9% #1

Other 28% 90%+ of GMV

Italy 4% #1 from Spain 4% #1 #1 Positions France 4% #3 Australia/New Zealand 4% #2 Israel 3% #1 Belgium 2% #1 Poland 2% #1 Austria 2% #1 Other 4% #1

Note(s): (1) According to company filings and CRC estimates, based on FY19 GMV; (2) According to CRC estimates 16 JET Hybrid Model Allows It to Generate Growth with Profitability

JET Revenue and Profit(1)

€1.9B

€1.6B

€1.1B

€0.8B

€0.6B €0.4B €0.3B €0.2B €0.2B €0.2B €0.1B €0.1B €0.2B €0.1B €0.0B €0.0B

FY13 FY14 FY15 FY16 FY17 FY18 FY19 LTM 1H20 Revenue EBITDA

Note(s): (1) According to company filings, shown on a pro forma basis for JE / TKWY merger 17 JET Has Huge Growth Potential

JET Growth Opportunity Pop. Penetration(1) Order Frequency(2) TAM(4)

90.0 $592B

70-80% Long-Term Target

~7x

33% 30.0 25% ~2% 15% Penetration 11% 9% ---Benchmarks(3)--- 0.7 2.0 2.0 2.0 3.0 $10B

JET GMV Restaurant Sales(5)

Note(s): (1) According to company filings, calculated as Active Consumers divided by 15+ population (sourced from Eurostat, StatCA, US Census Bureau, Australian Bureau of Statistics, New Zealand Bureau of Statistics and Israel Democracy Institute); (2) According to company filings, represents monthly order frequency, based on orders divided by Active Consumers divided by 12; UK = United Kingdom, CN = China, NL = Netherlands, SK = South Korea, NYC = New York City, ME = Middle East; (3) According to CRC estimates; (4) Pro forma FY19 GMV according to company filings; (5) According to Euromonitor International, based on restaurant sales in JET markets, excludes restaurant sales in Latam markets 18 Simple Math on Growth

15+ Pop x % of Pop x Freq x AOV x Take = Revenue

JET FY19(1) 450M 11% 0.7 per month €20.69 18% €1.6B

JET Potential (2) 450M 35% 2.5 per month €20.69 20% €19.6B % Increase 0% 218% 249% 0% 10% 1,156%

Benchmarks(2) UK ~25% SK ~2 CN ~30% CN ~2 NL ~33% NYC ~2 ME ~3

Path to 10x Increase in Sales

Note(s): (1) According to company filings and CRC estimates; (2) According to CRC estimates; UK = United Kingdom, CN = China, NL = Netherlands, SK = South Korea, NYC = New York City, ME = Middle East 19 JET Can Invest for Growth and Generate Strong Long-Term Profits

Online Food Delivery Margins(1)

50%+ 50%+ 50%+ 50%+ 48% 44% 45%

JET UK (2) JET NL(2) JET DK(3) DHER FI(3) DHER SE(3) DHER TU(3) GRUB NYC(4)

Note(s): (1) Based on EBITDA margins; (2) According to company filings, based on 1H20 results; (3) According to historical company commentary; (4) Based on CRC estimates 20 JET Normalized Margins Likely Over 40%

% of 1H20 Potential (1) (2) (3) JET Segment Revenue(1) Margin(2) Margin(3) Rationale

See NL margin - UK margin should be United Kingdom 32% 44% 50% higher LT due to greater scale

23% achieved in 2Q20 despite significant Canada 21% 19% 25% S&M spend for ~100% 2Q20 order growth

See NL margin - DE margin should be Germany 15% 36% 50% higher LT due to greater scale

48% achieved in 1H20 despite significant S&M The Netherlands 8% 48% 50% spend + upfront investments in logistics

Other 25% 7% 40%

Italy 4% n/a 45% Spain 4% n/a 45% France 4% n/a 30%

Australia/New Zealand 4% n/a 30% Margins forecast based on mix of Belgium 2% n/a 45% logistics and size of market Poland 1% n/a 45% Israel 1% n/a 45% Austria 1% n/a 45% Other 3% n/a 45%

Total JET 100% 21% 42%

Note(s): (1) According to company filings and CRC estimates for individual Other markets; (2) According to company filings, adjustments made for restaurant support initiatives implemented by JE prior to TKWY having control of the business; (3) CRC estimates 21 JET Has Fantastic Founder-Led Management

The Team Track Record(1)

Owns 10% (€1.4B), Cumulative Total Shareholder Return >95% of net worth 450

400

350

300

250 Notable Achievements 200

1 20-year track record in industry 150

(2) 2 Most profitable marketplace globally (NL) 100

3 #3 to #1 in DE, besting DHER(2) 50

Cumulative Cumulative TotalShareholder Return Since IPO (Indexed to 100) - 4 Successful rollout of owned-delivery

5 Acquired largest global marketplace business (JE)(2) JET MSCI World

Note(s): (1) According to S&P Capital IQ as of 9/24/2020; (2) According to CRC estimates 22 JET Could Generate ~10x Return Over 10 Years

Current (1) Future(2) Assumption

35% Pop. Penetration GMV €13.1B €97.8B(3) 2.5 Orders per Month Revenue €2.5B €19.6B 20% Take Rate

Normalized EBIT €0.9B €6.8B 35% Margin

Normalized FCF €0.7B €5.3B 22% ETR x P / FCF 19.1x 25.0x(4) Equity Value excl. iFood €13.1B €133.4B (+) Value of iFood Stake €1.0B €1.0B Equity Value €14.1B €134.4B Equity Value / Share €94.88 €904.00 MOIC 9.5x 10-Year IRR 25%

Note(s): (1) According to S&P Capital IQ as of 9/24/2020, based on CRC NTM estimates; (2) According to CRC estimates; (3) Assumes 15+ population of 450M and AOV of €20.69; (4) CRC assumption 23 JET Stock Has Dramatically Underperformed Other COVID Beneficiaries

YTD Share Price Performance vs. 2Q20 Revenue Growth

160% 140% 150% 140% 140% 131% 120%

120% 100%

100% 80% 80% 62% 60% 60% 45%

40% Growth Revenue 2Q20

40% YTD Share Price Performance Price Share YTD

20% 15% 20%

- - Shopify Teladoc HelloFresh Amazon Netflix JET (3) YTD Share Price Performance(1) 2Q20 Revenue Growth(2)

Note(s): (1) According to S&P Capital IQ as of 9/24/2020, dividend-adjusted; (2) According to company filings; (3) Based on company filings and CRC estimates 24 JET Stock Is Cheap Relative to Other Fast Growers

TEV / CY20e Gross Profit vs. 2Q20 Revenue Growth

90x 120%

80x 76x 100%

70x 80%

60x 60%

50x 40% 41x 38x 40x 20%

30x 24x -

23x 21x 2Q20 Revenue Growth Revenue 2Q20

TEV / CY20e Gross Profit Gross CY20e / TEV 20x (20%) 15x 13x 10x 9x 9x 10x (40%)

- (60%) (3) (3)(4) (3)(4)(5)

TEV / CY20e Gross Profit (1) 2Q20 Revenue Growth(2)

Note(s): (1) Based on S&P Capital IQ (for capitalizations) and Visible Alpha (for estimates) as of 9/24/2020; (2) According to company filings; (3) Gross profit based on CRC estimates; (4) Adjusted for ownership stake in iFood (valued at €1bn); (5) GRUB gross profit adjusted to align with JET reporting 25 JET Has Never Been Cheaper Despite COVID Tailwind

TEV / NTM Revenue(1)

12x

10x

~5x Rev 8x

- 11/11/16 5/11/17 11/11/17 5/11/18 11/11/18 5/11/19 11/11/19 5/11/20

Note(s): (1) According to Bloomberg as of 9/24/2020, based on historical TKWY TEV / revenue multiple prior to 1/31/20, data from 1/31/20 to 3/27/20 unavailable due to JE / TKWY merger, not adjusted for ownership stake in iFood (valued at €1bn) 26 Conclusions

1 JET has massive growth potential – revenue could increase 10x if penetration hits 35% and frequency hits 2.5x per month

2 JET has proven profitability and is cheap on normalized FCF ➔ ~19x NTM Normalized FCF

3 JET equity could deliver ~10x return over time given growth and profitability potential

27 III. GRUB Investment Case

28 GRUB Deal Has Strong Rationale

Growth: Double TAM and significantly extend growth 1 runway

2 Profits: Acquire additional profits at attractive terms

Strategy: Significantly increases competition in 3 core market of major global competitor

29 GRUB Deal Doubles TAM at an Attractive Price

JET / JET + GRUB Valuation(1) vs. TAM(2)

$1.2T

2x Increase in TAM

$0.6T

$22.6B $15.3B

JET JET+ GRUB Valuation TAM

Note(s): (1) TEV according to S&P Capital IQ as of 9/24/2020, adjusted for JET’s ownership stake in iFood (valued at €1bn); (2) According to Euromonitor International, includes all markets outside of Latam, based on restaurant spend, which includes sales of food and drinks including VAT, but excluding sales tax 30 GRUB Deal Grows Business at Good Value

GRUB Deal Valuation

Purchase Price(1) $7.3 billion Est. NTM Revenue(2) $1.9 billion TEV / Revenue 3.8x

P / Normalized FCF @ $1.50 per Order (2) 24.8x @ 6% GMV Margin(2) 17.2x @ 25% Revenue Margin(2) 19.1x ~20x Normalized FCF Organic Revenue Growth for 30%+ Rev Growth Prior 3 Year Average 32% 2Q20 41% 2Q20 excl. Commission Caps(3) ~60%

Note(s): (1) Based on TEV at the time of the merger announcement; (2) Based on CRC estimates, assumes 21% effective tax rate; (3) Assumes 60% of $100mm of COVID-19-related support spend was accounted for as a reduction to revenue 31 GRUB Deal Further Impairs Outlook for Loss-Making Competitors

Uber Eats Financials(1)

$1,383M

$759M

$363M

JET US Entry Only

($355M) Adds to Pressure ($601M)

($1,372M)

FY17 FY18 FY19 Adjusted Net Revenue Segment Adjusted EBITDA

Note(s): (1) According to company filings, excludes Corporate G&A and Platform R&D costs, as well as, other items 32 GRUB Core Markets Look Like Europe

1 High population density, urban

2 Significant base of marketplace restaurants

3 Established marketplace incumbent

33 GRUB Stepped Up Investments in 2H19

GRUB EBITDA per Order(1)

Investment in Inventory and $1.75 Loyalty Begins $1.63 $1.57

$1.28 $1.23 $1.09 $0.98

$0.58 $0.45

$0.23

1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20

Note(s): (1) According to company filings 34 Investments Are Working

Restaurant Inventory(1) Share of New Diner Adds (1)(2)

450,000 30%

400,000 Investment Begins 29% Investment Begins

350,000 28% 27% 300,000 26% 250,000 25% 200,000 24% 150,000 23%

100,000 22%

50,000 21%

- 20%

Note(s): (1) According to YipitData; (2) Includes Tier 1-3 markets only 35 Pro Forma JET + GRUB Could Double in a Year

JET + GRUB Near-Term Potential Upside One Year Current(1) Forward(2) % Change

Capitalization Share Price €94.88 €187.22 97% Market Cap €20.3B €40.1B 97% TEV (3) €19.4B €39.1B 102%

Financials NTM Revenue €4.2B €5.2B 25% NTM Normalized FCF (4) €1.1B €1.4B 25% Margin 35% 35%

Multiples TEV / NTM Revenue 4.6x 7.5x 62% TEV / NTM Normalized FCF 17.0x 27.5x 62%

Organic Revenue Growth Prior 3 Year Average 33% 2019 28% 2Q20 53%

Note(s): (1) According to S&P Capital IQ as of 9/24/20, based on CRC estimates; (2) According to CRC estimates and assumptions; (3) Adjusted for JET’s ownership stake in iFood (valued at €1bn); (4) Assumes effective tax rate of 23% 36 JET Can Be Meituan of Western World with US Success

Long-Term Upside Potential

$45T

$575B

$14T

$173B

$23B

Meituan(1)(2) JET + GRUB(1)(2)(3) Valuation GDP

Note(s): (1) TEV according to S&P Capital IQ as of 9/24/2020; (2) GDP according to The World Bank; (3) Represents combined GDP of countries in which JET + GRUB operates, including Brazil and Mexico 37 Conclusion – GRUB Deal Is a Masterstroke

1 Growth: Doubles JET addressable market and extends growth runway

2 Profit: Adds to JET revenue, gross profit, and normalized cash flow at attractive price

3 Strategy: Hampers global ambitions and viability of loss-making competitors

38 Appendix A: TEV / GMV or TEV / Gross Profit?

39 TEV / GMV Is Not the Right Valuation Framework

Promotional Activity Varies Chain Order Mix Varies

TKWY vs. DHER – Example(1) JE UK vs. UK Comp – Example(2) Vouchers as % of GMV Chain Orders as % of Total Orders Vouchers as % of Revenue

76% 15%

15% 3% 3%

TKWY DHER JE UK UK Competitor 1

Note(s): (1) According to company filings, based on FY19 results; (2) According to YipitData, based on February 2020 orders 40 “Free Food” GMV May Have Negative Economic Value (1)

1 Companies can boost GMV by paying customers to use their service via vouchers

Former Industry Executive “I jokingly call promotional spend crack. It’s a great way to rent growth. If I put out strong promo on Friday, I know it will help numbers, but the minute I can’t fund that anymore, the business goes away.”

JET Company Commentary “Regarding vouchering, vouchering is what we see all our competitors do. The cohorts on vouchers are 1 order. It's a waste of money, and it will just increase the revenue, and you will all applaud it because the revenue will go up. But it doesn't make any sense…You’re essentially [giving] people free food.”

41 “Free Food” GMV May Have Negative Economic Value (2)

2 Companies agree to deliver food on uneconomic terms – offering extremely low commissions to chain restaurants

Chain Orders as % of Total(1)

48% Former Industry Executive 41% “Chain orders from the larger chains have negative unit 17% economics.”

GRUB Competitor 1 Competitor 2

Note(s): According to YipitData, based on LTM orders as May 2020 42 Businesses That Sell a $1 for 85¢ Tend to Fail

Gross Profit Separates the Wheat from the Chaff – not eyeballs or other volume-based metrics

43 TEV / Gross Profit Measures Real Economic Value

1 Differentiates between food giveaways and real orders

Normalizes for differences in revenue for 2 marketplace and logistics orders

Consistent with valuation methodology for most 3 other growth assets

Gross Profits Are Necessary for Long-Term Profits!

44 Uber Eats Has Been Deeply Unprofitable as It Has Grown

Uber Eats Segment Financials(1)

$1,383M +82%

$759M +109% $363M

($355M) ($601M)

($1,372M)

FY17 FY18 FY19 Adjusted Net Revenue Segment Adjusted EBITDA

Note(s): (1) According to company filings 45 Uber Eats Is Far Less Efficient Than Online Food Delivery Peers

Uber Eats(1) Just Eat Takeaway.com(1)(2)

+28% $1,383M +82% €1,584M Growth Growth $759M €1,227M $363M €917M

($355M) ($601M) 14% €159M €188M €217M (99%) Margin ($1,372M) Margin FY17 FY18 FY19 FY17 FY18 FY19

Adj. Net Revenue Segment Adj. EBITDA Revenue Adjusted EBITDA

Delivery Hero(1) Grubhub(1) +90% 1,400 €1,230M $1,312M +30% Growth Growth

900 $1,007M €646M €391M $683M 400

(100) 14% $184M $234M $186M (€83M) (€100M) Margin (35%) (600) (€431M) FY17 FY18 FY19 Margin FY17 FY18 FY19

Revenue Segment Adj. EBITDA Revenue Adj. EBITDA

Note(s): (1) According to company filings; (2) Pro forma for 10bis, DHER Germany, and Just Eat transactions 46 Gross Margin Accounting Needs to Be Normalized

Uber Eats’ Gross Profit Build(1)

Gross Bookings (-) Sales Taxes (-) Restaurant Earnings (-) Driver Earnings (-) Driver Incentives (-) Market-Wide Promotions Revenue Uber’s segment-level (-) Excess Driver Incentives (‘EDI’) disclosures stop at (-) Driver Referrals Adjusted Net Revenue, so Adjusted Net Revenue (-) Cost of Sales (excl. EDI) investors mistakenly Credit Card Fees equate Adjusted Net Chargebacks Hosting Revenue with Gross Profit Insurance (-) End-User Discounts, Promos, Refunds, Loyalty Included in S&M (-) Operations and Support Costs Customer Support Restaurant Support Driver Support / Logistics Operations Gross Profit

Note(s): According to company filings and CRC estimates 47 Uber Financials Highlight Questionable Economics of Uber Eats

FY19 Consol. Uber Gross Profit(1) FY19 Segment-Level Profitability(1)

$12,897M ($6,060M) Rides Eats

$10,622M

$262M $7,099M ($2,500M) Eats gross margin likely 21.4% much lower than Margin consolidated gross margin

($1,834M)

$2,071M $2,765M $1,383M

($1,372M) ANR CoR Other Reported Promos O&S True GP & Refunds GP Adjusted Net Revenue Segment Adjusted EBITDA

Uber Eats Could Have Zero or Negative Gross Profit

Note(s): (1) According to company filings and CRC’s definition of gross profit, ANR represents Adjusted Net Revenue, CoR represents Cost of Revenue (excl. Excess Driver Incentives), O&S represents Operations and Support Costs 48 Appendix B: Why is the hybrid model superior to logistics-only?

49 Online Food Delivery Framework

Best Consumer Proposition Wins

50 Online Food Delivery Consumer Proposition

Selection

Fees

User Experience

51 Survey Data Supports This Conclusion

Most Important Features of Takeaway Apps(1) Most important features in deciding Most important features that would which takeaway app to use… encourage consumers to order more… % of Respondents % of Respondents

40% 30%

32%

22% 21%

12%

9% 12% 7% 8% 7%

Restaurant Ease of use Low fees Short Accurate Order Lower fees Better Shorter delivery Higher quality More accurate selection delivery delivery tracking restaurant time of service delivery time times times selection

Note(s): (1) According to RBC consumer survey (May 2018), based on responses from consumers in the UK, results summarized by CRC 52 Hybrid Model Dominates Logistics-Only on Customer Proposition

Hybrid Logistics-Only

Selection

Fees

53 Especially in Markets With Lots of Marketplace Restaurants

Marketplace Restaurants as % of Total(1)(2)

More Marketplace Restaurants More Logistics Restaurants

70% 64% 60% DE statistics 56% depressed due to 53% low penetration of 50% leading marketplace platform

40% 37% 36% 36% 35% 30% 30% 24% 20% 18% 13% 12% 10% 10% 7% 7% 6%

- DE NL UK NYC AU FR US CA % of Limited Service Restaurants* % of Total Restaurants ______*Limited Service Restaurants include restaurants with historically higher delivery demand

Note(s): (1) Marketplace restaurants based on marketplace restaurant count of leading marketplace platform according YipitData and CRC estimates; (2) Limited-Service restaurants and Total Restaurants according to Euromonitor International, Total Restaurants equivalent to sum of Limited-Service Restaurants and Full-Service Restaurants 54 No Coincidence That Incumbent Marketplaces Clearly Lead in Geographies With Lots of Marketplace Restaurants LTM Google Search Frequency Share(1)

More Marketplace Restaurants More Logistics Restaurants

100% 90% 80% 70% 60% 50% 40% 30% 20% 10% - DE NL UK NYC AU FR US CADCA Leading Marketplace Platform Logistics Platform #1 #2 #3

Note(s): (1) According to Google Trends as of 9/21/2020 55 Restaurants Choose Marketplace for Several Reasons

1 Need to service direct orders with no commission

2 Pay lower commissions through marketplace

Labor is fungible (and often cheaper!) – utilize waiters, cooks, 3 and family members for delivery, often paying them “under the table”, potentially below minimum wage

4 Control customer experience and interaction

High population density makes delivery economic for 5 restaurants

56 Marketplace Selection Continues to Increase

Number of Marketplace Restaurants(1)(2) United Kingdom Netherlands NYC Metro Based on JE marketplace restaurants Based on TKWY marketplace restaurants Based on GRUB marketplace restaurants 40k 9k 14k

8k 35k 12k 7k 30k 10k 6k 25k 5k 8k 20k 4k 6k 15k 3k 4k 10k 2k 2k 5k 1k

- - -

Note(s): (1) According to YipitData as of July 2020; (2) JE and TKWY marketplace restaurant counts based on YipiData and CRC estimates 57 Logistics-Only Competitors Acknowledge Superiority of Hybrid

Deliveroo, June 2018

Uber Eats, February 2019

58 But Hybrid Initiatives Have Failed to Gain Traction

United Kingdom Competitor 1 Executive, May 2020 “[Competitor 1] launched Marketplace+ in the UK in mid-2018, but over 2 years, marketplace orders have reached just ~10% of [Competitor 1]’s orders.”

Former Competitor 2 Executive, March 2020 “BYOC represents a relatively small number of restaurants in the UK, and I’d guess a low-single- digit percentage of orders.” [Note: [Competitor 2] BYOC orders actually include orders delivered by [Competitor 2]]

Netherlands Former Competitor 1 Executive, September 2020 “[Competitor 1] launched BYOC in the Netherlands in early 2019, but it hasn’t gone anywhere.”

United States / New York Former Competitor 1 Executive, June 2020 “[Competitor 1] hasn’t really made any progress in developing a marketplace offering.”

59 Data Shows Incumbents Have Dramatically Better Hybrid Proposition

Number of Marketplace Restaurants(1)(2) United Kingdom Netherlands NYC Metro

40k 9k 14k 8k 35k 12k 30k 7k 10k 6k 25k 5k 8k 20k 4k 6k 15k 3k 4k 10k 2k 5k 1k 2k

- - -

Jan-19 Jan-18 Jan-19 Jan-20 Jan-18 Jan-20

Jan-18 Jan-19 Jan-20

Sep-18 Sep-19 Sep-18 Sep-19

Sep-18 Sep-19

May-18 May-19 May-20 May-18 May-19 May-20

May-18 May-19 May-20 JE Competitor 1 TKWY Competitor 1 GRUB Comp 1 Comp 2

Note(s): (1) According to YipitData as of July 2020; (2) JE and TKWY marketplace restaurant counts based on YipiData figures and CRC estimates 60 Why New Entrants Fail to Build Marketplace

1 Restaurants have limited driver and cook capacity

2 Deep dependence on relationship with #1 player

Focus on driving direct orders vs. additional 3 aggregator orders

Operational complexity of operating multiple 4 platforms

61 Competitors Acknowledge Difficulty of Competing

UK Competitor 1 Executive, May 2020

“There’s a real challenge in scaling up the marketplace business because of Just Eat’s position, and the challenge is more on the consumer side than on the restaurant side.

The challenge we have at [UK Competitor 1] is that Just Eat owns the towns and cities where marketplace restaurants are more prevalent. The only way to expand in these areas is to do it in a really aggressive, unsustainable way – use heavy promotions, spend a ton on marketing, etc.

A consumer has been ordering from the same restaurant on Just Eat for the past 10 years, they’re likely to go back to Just Eat after using a voucher from [UK Competitor 1].”

62 Network Effects Create Sustainably Strong Business

More Consumers

More More Investment Restaurants

More More Consumers Consumers

More Marketing

But only when you offer the best selection…

1 JE didn’t offer the best selection in Australia / New Zealand, France, and Central London

2 GRUB (and Uber Eats) didn’t offer the best selection outside of core Tier 1 markets in the US

63 Mature Markets Are Harder to Disrupt

Online Food Delivery Math Mature Market (e.g. UK) Immature Market (e.g. US)

Example with 20% Initial Market Growth(1) Example with 50% Initial Market Growth(1) (w/ Equal Split of Net Adds) (w/ 40/60 Split of Net Adds in Favor of Challenger)

350 New 700 New Customers Customers 300 600

250 500 125 325 200 180 400 450 New 150 Customers 300 New 20 100 35 200 Customers

25 175

NumberofCustomers NumberofCustomers 50 55 275 50 100 75 85 25 75 95 - - t t + 1 t + 10 t t + 1 t + 10

Leader Challenger Leader Challenger

Leader Remains Much Larger Challenger Overtakes Leader After 10 Years After 10 Years

Note(s): (1) According to CRC estimates 64 Online Food Delivery Math Is Supported by High Customer Retention

Customer Stickiness Means Competition is Focused on New Users, Which Are Harder to Find in Mature Markets

Note(s): According to TKWY February 2020 investor presentation 65 Hungryhouse Case Study

Former Just Eat Executive, January 2019

“Hungryhouse couldn’t compete because we had far more restaurants and better brand awareness. Even though they spent a lot of money on vouchering and free commissions, they still weren’t able to combat the network effects we had.

People maybe placed one order with them because of a voucher, but then they went back to Just Eat because the selection was better.

It’s hard to get the flywheel going, particularly on the demand side. A £5 voucher doesn’t work. Eventually the restaurants you’ve signed wonder why they should bother with another platform because they’re not getting many orders.”

66 Dozens of Examples of Failed Attempts to Disrupt Strong Incumbents

Company Countries Date of Exit Dine In UK Nov-15 Valk Fleet UK Apr-16 Delivery Cube UK Apr-16 Take Eat Easy BE, FR, UK Jul-16 Just Eat BE, LU, NL Aug-16 Takeaway.com UK Aug-16 Pronto UK Sep-16 Jinn UK Oct-17 Takeaway.com FR Feb-18 Hungryhouse UK Feb-18 foodora AU, FR, IT, NL Aug-18 Delivery Hero BR Sep-18 Amazon Restaurants UK Nov-18 Uber Eats AT Feb-19 foodora AT Feb-19 Amazon Restaurants US Jun-19 Deliveroo DE Aug-19 Glovo EG, PR, TU, UY Jan-20 foodora CA Apr-20 Uber Eats CZ, EG, HN, RO, SB, UA, UY May-20

67 Logistics Grew Faster In the Past Five Years by Expanding the Market

Emergence of Logistics

Marketplace Only

68 Logistics Opened Untapped Demand

Marketplace Takeaway / self-delivery restaurants

vs.

Logistics Chains/QSRs & high-end restaurants

69 Incumbents Chose Different Strategies

Focus on Focus on Short-Term Market Profits Leadership

70 Takeaway.com Now Applying Its Strategy to Just Eat

1 Offer the best consumer proposition

2 Focus on market leadership ➔ LT profit will come

Run the business like an owner – focus on details of 3 execution

Same Formula Planned for Grubhub

71 Conclusions

1 Best consumer proposition wins

2 Hybrid model offers best consumer proposition

JET has proven strategy for winning with hybrid 3 model

72 Appendix C: How strong is JET’s position in the UK?

73 Just Eat Starting From Very Strong Position in the UK

UK Order Market Share(1) Google Trends Share(1) Email Receipt Share(1)(2)

66% 64% 66%

57%

25% 21% 17% 18% 19% 18% 15% 13%

Overall Ex-London Overall Ex-London Just Eat Deliveroo Uber Eats Just Eat Deliveroo Uber Eats

Note(s): (1) According to Google Trends, based on LTM search frequency as of 9/21/20; (2) According to YipitData, based on LTM orders through July 2020 74 Clear Path to Even Stronger Market Position in the UK

Competitor Major Exposure Solution

Aggressively expand London selection (1) London Reduce fees Increase marketing

Rollout MCD across UK London(1) Aggressively expand London selection (2) + McDonald’s Reduce fees Increase marketing

Dim Future Prospects for Deliveroo and Uber Eats in the UK

Note(s): (1) According to CRC discussions with former executives; (2) According to YipitData 75 Appendix D: What is necessary to improve GRUB’s position in the US?

76 Negative Initial Market Reaction to GRUB Deal

JET Share Price(1)

€105 Before deal announcement 100

95 -18% 1-Week Return 90

Note(s): (1) According to S&P Capital IQ 77 JET Valuation Now Seems to Embed Negative Value for GRUB

JET Value Loss Historical Current TEV / TEV / Value Revenue Revenue Lost

NTM Revenue(1) €4.2B €4.2B €4.2B x TEV / Revenue(2) 8.0x 4.6x (3.4x) TEV €33.4B €19.4B (€14.0)B (-) Net Debt and Other (3) 1.0 1.0 - Market Cap(4) €34.3B €20.3B (€14.0)B

Note(s): (1) According to CRC estimates, revenue for JET + GRUB; (2) According to Bloomberg, unadjusted for ownership stake in iFood; (3) Includes value associated with ownership stake in iFood (valued at €1bn); (4) According to S&P Capital IQ as of 9/24/2020 78 GRUB Has a Long History of Profitable Growth

GRUB Summary Financials(1)

$1,312M

$1,007M

$683M

$493M

$362M

$254M $234M $170M $184M $186M $119M $144M $79M $104M $10M $40M

FY12PF (2) FY13PF (2) FY14 FY15 FY16 FY17 FY18 FY19 Revenue Adjusted EBITDA

Note(s): (1) According to company filings; (2) Pro forma for Grubhub / Seamless merger 79 GRUB Seems to Be Loathed by Investors Nevertheless

Persistently High Short Interest Depressed Valuation vs. Peers

GRUB Share Price and Short Interest Ratio(1) TEV / CY20e GP(1)(2) vs. 1H20 Org Rev Growth(3) 160 35% 35x 120% 32x 30x 140 100% 30% 30x

80% 120 25% 25x 60% 100 21x 20% 19x 20x 19x 40% 80 16x 20% 15% 15x 14x

60 Short Short Interest Ratio

Share Share Price ($ share) per - TEV / CY20e TEV / GrossCY20e Profit 10% 10x 9x 40 8x 1H20 Organic Revenue Growth (20%)

5% 20 5x (40%)

- - - (60%) (4)(5) (4)(5)(6)

Short Interest Ratio Share Price

Note(s): (1) Share price and capitalizations according to S&P Capital IQ as of 9/4/2020, (2) Estimates according to Visible Alpha as of 9/4/2020; (3) According to company filings; (4) TEV adjusted for ownership stake in iFood (valued at €1bn); (5) Gross profit based on CRC estimates, (6) Gross profit adjusted to align with JET reporting 80 The Reason Is Clear – Historical Share Loss

Note(s): According to Second Measure 81 GRUB Has Lost Share for Three Key Reasons

GRUB grew profits while competitors maximized 1 investments

GRUB failed to invest in expanding selection (e.g. late 2 to add chains, late to add non-partnered restaurants)

3 GRUB failed to invest in expanding coverage (e.g. late to expand to greenfield suburban areas)

82 GRUB Had A Selection Disadvantage Until Recently

Number of Restaurants(1)

450,000

400,000

350,000

300,000

250,000

200,000

150,000

100,000

50,000

GRUB Competitor 1 Competitor 2 Competitor 3

Note(s): (1) According to YipitData 83 GRUB Has Been Far Less Promotional Historically

Promotional Activity(1) Free Delivery Promos Food Discount Promos

Free Delivery Orders as % of Total Discounted Orders as % of Total 90% 35%

80% 30% 70% 25% 60%

50% 20%

40% 15% 30% 10% 20% 5% 10%

- -

GRUB - MD Only Competitor 1 Competitor 2 GRUB - MD Only Competitor 1 Competitor 2

Note(s): (1) According to YipitData, ‘GRUB - MD Only’ only includes GRUB’s owned-delivery orders 84 None of These Drivers of Share Loss Are Permanent

Problem Solution

Profit Invest Aggressively

Add Chains Selection Add Non-Partnered Restaurants

Attack Suburbs Coverage Especially Around Core Markets

85 GRUB Actually Has Structural Competitive Advantages in Core Markets

Hybrid Marketplace + Logistics

Logistics

86 Hybrid Model Offers Better Selection, Pricing, and Profit

Marketplace offers restaurants with proven Selection consumer demand

Marketplace delivery fees are lower Pricing

Marketplace orders have established profitability Profit

87 GRUB Has Two Distinct Segments of Its Business

Core Leading Markets Other Markets

New York Los Angeles Chicago Dallas-Forth Worth Philadelphia Houston Boston Miami

High Margin Lower Margin #1 Position #2/3 Position ~2/3 of Orders ~1/3 of Orders

Note(s): According to CRC estimates 88 Food Delivery Is Local, GRUB Has Strong Positions in Its Core Geographies LTM Google Trends Share in Key Cities

53%

40% 38% 38%

30% 28% 29% 24% 24% 22% 20% 17%

10% 10% 10% 7%

New York Chicago Philadelphia Boston Grubhub DoorDash Uber Eats Postmates

Note(s): Based on Google Trends city-level data over the past 12 months (6/10/20) 89 GRUB Has the Best Consumer Proposition In Its Core Markets

Average Delivery Fee(1) Marketplace Restaurants(1)

NY Metro – Example NY Metro – Example

$6.82 11,449

$4.82 $4.53

N/A

$1.63 1,976

86 - -

GRUB Competitor Competitor Competitor Competitor GRUB Competitor Competitor Competitor Competitor 1 2 3 4 1 2 3 4

Note(s): (1) According to YipitData as of February 2020 90 Appendix E: What are the best data sources?

91 Many Data Sources for Tracking Online Food Delivery

92 Results Often Conflict

Google Trends Share(1) App DAU Share(2)

#1 Position 53% 51%

#2 Position 33% 29%

18% 16%

SkipTheDishes Uber Eats DoorDash SkipTheDishes Uber Eats DoorDash

Note(s): (1) According to Google Trends as of 9/21/2020, based on YTD 2020 search frequency; (2) According to app data vendor as of 9/21/2020, based on YTD 2020 daily active users 93 Common Data Reliability Issues

1 App vs. desktop measurement

2 Small or unrepresentative sample

3 Ride-sharing or grocery vs. restaurant delivery

Limited history or unproven correlation to business 4 metrics

94 We Have Found Google Trends to Be One of the Most Reliable Sources

1 Proven utility across all markets

2 Massive, ubiquitous sample

3 Robust historical data

4 Consistent measurement across geographies

5 Natural correlation to brand strength and gross adds

95 Disclaimer