Review of Listing Venues

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

Just Eat Takeaway.com N.V. ("Just Eat Takeaway.com") is providing a further update in relation to the post-offer statements of intent made at the time of its offer for Just Eat plc pursuant to Rules 2.7(c)(iv) and 24.2 of the Code (the "Stated Intentions"). The Stated Intentions were as set out in the announcement made by Just Eat Takeaway.com (then named Takeaway.com N.V.) on 5 August 2019, in the offer document published by Just Eat Takeaway.com on 20 November 2019 and 20 December 2019 and as subsequently updated in the announcement made by Just Eat Takeaway.com on 31 January 2020 pursuant to Rule 19.6(b) of the Code.

The Stated Intentions included a statement that Just Eat Takeaway.com intended to apply for the delisting of its shares from Euronext Amsterdam, such delisting to become effective as soon as possible under applicable Dutch law and the rules, regulations and announcements of Euronext Amsterdam. The delisting was envisaged to occur, subject to review by Euronext Amsterdam, on or around the date that is 20 trading days after 3 February 2021, being the date 12 months after the listing and admission to trading of Just Eat Takeaway.com’s shares on the Premium Segment of the London Stock Exchange's Main Market for listed securities.

On 10 June 2020, Just Eat Takeaway.com announced that it had agreed to acquire Grubhub Inc. (“Grubhub”) in an all-share transaction currently expected to complete in the first half of 2021, subject to a vote of Grubhub shareholders and to other conditions. Under the rules of the U.S. Securities and Exchange Commission, Just Eat Takeaway.com is required to register and list in the U.S. the shares being offered to Grubhub shareholders.

In light of the enlarged and more globalised investor base that Just Eat Takeaway.com will have following completion of the Grubhub acquisition, and in the interests of both Just Eat Takeaway.com and its shareholders, Just Eat Takeaway.com now intends to take a period of time in which to determine the optimal listing venues for its long term future. As part of this assessment, Just Eat Takeaway.com will consider, amongst other things, liquidity and trading volumes across the listings it will have in Amsterdam, London and New York, which will take time to find a natural home following a material acquisition such as Grubhub.

Just Eat Takeaway.com intends to delay any decision on the structure of its listing venues whilst it completes its review. This is in order to minimise disruption for its shareholders. It therefore no longer intends to delist its shares from Euronext Amsterdam as soon as possible and it will remain listed at both the London Stock Exchange and Euronext Amsterdam until otherwise decided.

Following discussions with FTSE Russell, Just Eat Takeaway.com expects that its assigned nationality will be reviewed in the semi-annual review to be announced in August 2021.