Just Eat plc Annual Report and Accounts 2018 Serving the world’s greatest menu. Brilliantly. Just Eat plc Annual Rep ort and Accounts 2018 WorldReginfo - a02ec4ce-89df-4109-b927-277f31c51911 Serving the world’s greatest menu. Brilliantly. Just Eat plc (LSE: JE) operates a leading global hybrid marketplace for online food delivery. Headquartered in London, we use proprietary technology to offer a quick and efficient digital ordering service for over 26 million customers and more than 100,000 Restaurant Partners across the UK, Australia & New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil. Financial highlights Revenue1 KPI Underlying EBITDA1,2 KPI Profit before tax +43% +6% £101.7m 2018 £779.5m 2018 £173.9m 2018 £101.7m 2017 £546.3m 2017 £163.5m 2017 £(76.0)m 2016 £375.7m 2016 £115.3m 2016 £91.3m 2015 £247.6m 2015 £59.7m 2015 £34.6m 2014 £157.0m 2014 £32.6m 2014 £57.4m Basic earnings per share Adjusted basic earnings per share2 Net operating cash inflow 12.1p +1% -6% 2018 12.1p 2018 17.0p 2018 £157.3m 2017 (15.2)p 2017 16.8p 2017 £166.7m 2016 10.7p 2016 12.2p 2016 £97.0m 2015 3.8p 2015 6.6p 2015 £74.2m 2014 9.8p 2014 4.2p 2014 £38.1m 1. Highlights that are key performance indicators are detailed further on page 19. 2. Refer to page 145 for further detail on Alternative Performance Measures and reconciliation to statutory figures. WorldReginfo - a02ec4ce-89df-4109-b927-277f31c51911 Business highlights Strategic report 02 At a glance 04 Chair’s statement • Revenue up 43% ahead of prior year; 06 Our business model 2 uEBITDA up 6% after investing £51 million 08 Our markets in strategic initiatives 12 2018 strategic performance review 19 Our key performance indicators • 26 million active customers driving strong 20 Principal risks and uncertainties order growth of 28% to 221 million, with order 29 Our People 34 Sustainability frequency up 5% Corporate governance • Outstanding SkipTheDishes growth in Canada 38 Corporate governance introduction reaching full national coverage and reaching 40 Our Board breakeven during Q4 42 Report of the Board 52 Report of the Audit Committee 60 Report of the Nomination Committee • Strong UK growth with orders up 17%; 64 Report of the Remuneration Committee consolidated #1 UK position through 68 Annual report on remuneration successful integration of HungryHouse Financial statements • Targeted roll-out of delivery in Australia 86 Independent auditor’s report and UK demonstrating a clear route 94 Consolidated income statement 95 Consolidated statement of other to profitability comprehensive income 96 Consolidated balance sheet 97 Consolidated statement of changes in equity >> See page 12 for more detail 98 Consolidated cash flow statement 99 Notes to the consolidated financial statements 134 Company balance sheet 135 Company statement of changes in equity 135 Company cash flow statement 136 Notes to the Company financial statements 138 Directors’ report 143 Listing of subsidiaries and associated undertakings 145 Alternative Performance Measures 153 Glossary of terms 156 Company information 157 Five-year summary 01 WorldReginfo - a02ec4ce-89df-4109-b927-277f31c51911 STRATEGIC REPORT At a glance Serving the world’s greatest menu. Brilliantly. We operate a leading global hybrid marketplace for online food delivery. Founded in 2001, Just Eat is a pioneer of the online takeaway food delivery market and continues to lead innovation across the industry. As a market leader our brands connect millions of customers with more than 100,000 local Restaurant Partners serving over 100 different cuisines, providing an unrivalled choice of food that people love. Why invest in Just Eat? • Market-leading positions • Underlying structural • Product innovation >> Read more on page 03 growth markets • Diversified revenue base >> Read more on page 08 • Experienced • Strong margin leverage leadership team • Highly cash-generative • Sustainable double-digit >> Read more on page 40 operating model top-line growth >> Read more on page 06 >> Read more on pages 12 to 18 100k+ 26m+ £19.05 Restaurant Partners Active customers Average order value 8.4 £4.2bn 3,600+1 Average order frequency Value of food purchased Just Eat team 1. This figure represents closing FTE figures for 2018. 02 WorldReginfo - a02ec4ce-89df-4109-b927-277f31c51911 Four power brands Strategic report across 13 countries Our international footprint generates a diversified revenue base. Norway Denmark UK Ireland Switzerland1 France Spain Italy Canada Mexico2 Brazil3 Australia New Zealand 1. Switzerland operates under the Eat.ch brand. 2. Mexico operates under the Sin Delantal brand. 3. Just Eat operates in Brazil via its associate, iFood. >> Read more about our market opportunities on page 08 Annual Report and Accounts 2018 Just Eat plc 03 WorldReginfo - a02ec4ce-89df-4109-b927-277f31c51911 STRATEGIC REPORT Chair’s statement The past year has seen strong performance by Just Eat. Total revenue increased by 43% to £779.5 million, Underlying EBITDA ("uEBITDA") was up by 6% to £173.9 million and profit before tax was £101.7 million after investing £51 million in our strategic initiatives. Our adjusted earnings per share grew by 1% to 17.0 pence. Furthermore, the Group continued to be highly cash generative, with £157.3 million of net operating cash inflow. These results were driven by 221 million orders this year, which was an increase of 28%. This performance surpassed our expectations thanks to the strategic initiatives we took during the year as part of our hybrid strategy. These initiatives included developing our marketplace Mike Evans into a world-class experience for both hungry customers Chair and busy Restaurant Partners as well as the targeted roll-out of our delivery services to complement our marketplace. In fact, in many ways, 2018 has been a transformational year for the business. Strongly These results were achieved during this transformation thanks to an enormous amount of hard work by our people, loyalty from our customers, great service from our positioned for Restaurant Partners and support from our shareholders. I would like to thank them all. With their help, our unrivalled marketplace reach, and the targeted the future roll-out of our delivery platform, we have created a unique hybrid food delivery service. This gives our growing customer base the best of both worlds with Summary access to more choice and better service than ever. • The past year has seen strong Of course there is more to do – and we are excited about performance by Just Eat our plans for the future. Later in this Strategic Report, we talk about some of the initiatives we already have • This is an exciting time for food delivery underway and others we have planned. This is an exciting markets around the world time for food delivery markets around the world. We want to capitalise on that by serving customers in each of our • The investments we have made in 2018 markets as best as we can, drawing on the resources of give us an excellent platform to execute the Group as a whole. Just one example is our roll-out of our strategy at pace in 2019 the SkipTheDishes technology from Canada into the UK and Australia enabling our success in delivery as well as marketplace. We completed our aquistion of Flyt Limited in December 2018. Flyt is a leading software platform that helps restaurant groups and restaurant suppliers globally to integrate their point of sale (“POS”) systems with third party services. Bringing Flyt into our Group will help us accelerate the roll-out of delivery with Quick Service Restaurants and Branded Restaurant Groups both in the UK and globally. 04 Just Eat plc Annual Report and Accounts 2018 WorldReginfo - a02ec4ce-89df-4109-b927-277f31c51911 Our people and culture The Board is fully committed to compliance with both Strategic report The success of our business through these changes the letter and the spirit of the UK Corporate Governance is a testament to our people. We continue to add great Code. Details of the work of our Board and its Committees people to our world-class team who share our vision, during the year are set out in the Corporate Governance values and culture. This includes the teams from our review commencing on page 38 of this report. acquired businesses which are now part of our diverse, We are honoured to continue to be part of the FTSE4Good engaged and inclusive workplace. As well as SkipTheDishes Index Series, which measures the performance of in Canada, HungryHouse in the UK has now been integrated companies demonstrating strong environmental, social into the business. and governance ("ESG") practices. In Just Eat, how we The rest of the Board and I engage with our Executive Team do business is a key part of our success and we will and people more generally to ensure that the culture and continue to work hard to do better in these areas. values in the business align with our strategy. To enhance this engagement further, in December, we appointed Listening to our shareholders’ views Roisin Donnelly as our Non-executive Director specifically In addition to our management roadshows and Capital designated in relation to workforce engagement. In a Markets Day, during the past year we have proactively business like Just Eat, such engagement is key and I am engaged with over 20 of our largest shareholders at pleased to say that the new role has been embraced by a Non-executive Director level. This included both Roisin and management alike, with the full support of our consultations on remuneration and a shareholder the rest of the Board. roadshow that I led personally. The extensive input we >> See page 29 for more detail about people and culture received was comprehensively reported to and fully discussed by the Board and Remuneration Committee Governance and leadership as appropriate.