Just Eat Takeaway.com | LSE: JET Online Food Delivery Research Overview September 2020 Disclaimer The author of this deck, Cat Rock Capital Management LP (“Cat Rock Capital”), is a private fund manager. This deck, and its content, distribution and use, is subject to the terms specified at www.JustEatDoesDeliver.com. At the time of publication this deck, funds and accounts managed by Cat Rock Capital are is long 6.8 million shares of Just Eat Takeaway.com N.V. (LSE: JET) (AMS: TKWY) (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. Cat Rock Capital is publishing this deck solely for the information of other shareholders in the Company. This deck is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014. No information in this deck should be construed as recommending or suggesting an investment strategy. Nothing in this deck or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance. This deck is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this deck constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in the Company, Takeaway or any other company by Cat Rock Capital or any fund or other entity managed directly or indirectly by Cat Rock Capital in any jurisdiction. This deck does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual person who may access or review this deck and may not be taken as advice on the merits of any investment decision. Any person who is in any doubt about the matters to which this deck relates should consult an authorised financial adviser or other person authorised under the UK Financial Services and Markets Act 2000. To the best of Cat Rock Capital’s ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources that Cat Rock Capital believes to be accurate and reliable. However, such information is presented “as is”, without warranty of any kind, whether express or implied. All expressions of opinion are subject to change without notice, and Cat Rock Capital does not undertake to update or supplement any of the information, analysis and opinion contained herein. This deck contains certain forward-looking statements and information that are based on Cat Rock Capital’s beliefs as well as assumptions made by, and information currently available to, Cat Rock Capital. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “project” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of the Company, Takeaway or any other company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Cat Rock Capital herein are based on assumptions that Cat Rock Capital believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by Cat Rock Capital or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Any historic financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in these materials should be relied upon as a promise or representation as to the future. In relation to the United Kingdom, this deck is directed only at, (i) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Permitted Recipients”). Persons who are not Permitted Recipients must not act or rely on the information contained in this deck. This deck does not address the merits of the transaction from the point of view of stockholders of Grubhub Inc.. The distribution of this deck in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions. Cat Rock Capital disclaims all responsibility where persons access this deck in breach of any law or regulation in the country of which that person is a citizen or in which that person is residing or is domiciled. Cat Rock Capital is subject to supervision by, and registered with, the U.S. Securities and Exchange Commission. 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 5x 4x 3x 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 Sep-15 Strategy Hybrid of Effectiveness Shows Mgmt. JET of Record Track Mar-16 Uber Eats Thuisbezorgd Sep-16 Netherlands Mar-17 Sep-17 Mar-18 Deliveroo Note(s): (1) According to Google According to Google as(1) Trends of 9/21/2020 Note(s): Sep-18 JET Mar-19 Sep-19 Defending Market Leadership Mar-20 Grew Sep-15 Google Trends Google Profits While Aggressively Profits While Mar-16 Uber Eats Lieferando Sep-16 Mar-17 Germany Sep-17 Mar-18 Deliveroo Sep-18 Mar-19 Sep-19 (1) Mar-20 Sep-15 Mar-16 Glovo Pyszne Sep-16 Mar-17 Poland Sep-17 Mar-18 PizzaPortal Sep-18 Mar-19 Sep-19 Mar-20 13 II.