NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE

Increased Takeaway.com Offer for Just Eat is unconditional as to acceptances

Takeaway.com N.V. (AMS: TKWY), hereinafter the "company", or together with its group companies "Takeaway.com", the leading online food delivery marketplace in Continental Europe, had at 1.00 p.m. today received valid acceptances representing approximately 80.4 per cent. of the voting rights of Just Eat. Accordingly, Takeaway.com is pleased to announce that the Acceptance Condition has been satisfied and that the Increased Takeaway.com Offer has become unconditional as to acceptances.

Statement from Jitse Groen, CEO of Takeaway.com:

"I am thrilled that our offer for Just Eat has now formally reached an acceptance level of 80.4%. I wish to thank everybody involved, but especially the Just Eat staff for their patience, in what must have been an uncertain time. Just Eat Takeaway.com is a dream combination and I am very much looking forward to leading the company for many years to come.”

Further details:

1. Level of acceptances

As at 1.00 p.m. today Takeaway.com had received valid acceptances of the Increased Takeaway.com Offer in respect of 549,231,901 Just Eat Shares, representing approximately 80.4 per cent. of the voting rights of Just Eat.

The percentage of Just Eat Shares referred to in this announcement in respect of which valid acceptances have been received is based on a total of 683,096,963 Just Eat Shares in issue (excluding shares held in treasury).

2. Continuation of Increased Takeaway.com Offer

The Increased Takeaway.com Offer will remain open for acceptance until further notice, and not less than 14 calendar days' notice will be given in respect of the closure of the Increased Takeaway.com Offer. The Takeaway.com EGM approved the required resolutions for the Combination on 9 January 2020. Takeaway.com expects that the Increased Takeaway.com Offer will be declared wholly unconditional no later than 31 January 2020.

A further update on the timing of the Increased Takeaway.com Offer being declared wholly unconditional and settlement of the Increased Takeaway.com Offer will be provided in due course.

Just Eat shareholders who have not yet accepted the Increased Takeaway.com Offer are urged to do so as soon as possible.

About Just Eat Takeaway.com

Just Eat Takeaway.com (LSE: JET, AMS: TKWY) is a leading global online food delivery marketplace.

Headquartered in Amsterdam, Just Eat Takeaway.com is focused on connecting consumers and restaurants through its platforms. With over 634,000 connected partners, Just Eat Takeaway.com offers consumers a wide variety of food choice. Just Eat Takeaway.com mainly collaborates with delivery restaurants. In addition, Just Eat Takeaway.com provides its proprietary restaurant delivery services for restaurants that do not deliver themselves.

The combination of Just Eat and Takeaway.com has rapidly grown to become a leading online food delivery marketplace with operations in the United States, United Kingdom, Germany, the Netherlands, Canada, Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Poland, Slovakia, Spain and Switzerland, as well as through partnerships in Colombia and Brazil.

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