FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the Code)

1. KEY INFORMATION

(a) Name of exempt principal trader:

UBS Investment Bank, London

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Just Eat plc

(c) Name of the party to the offer with which exempt principal trader is connected:

Just Eat plc

(d) Date dealing undertaken:

08 October 2019

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer?

If it is a cash offer or possible cash offer, state 'N/A'

Yes,

Takeaway.com NV

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

EUR 0.04

Buy

33405

6.28588 GBP

6.21000 GBP

EUR 0.04

Sell

48535

6.35389 GBP

6.21000 GBP

(b) Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

EUR 0.04

CFD

Long

257

6.2484046692607 GBP

EUR 0.04

CFD

Long

968

6.24264462809917 GBP

EUR 0.04

CFD

Long

1113

6.267269 GBP

EUR 0.04

CFD

Long

20000

6.248487 GBP

EUR 0.04

CFD

Long

10847

6.258251 GBP

EUR 0.04

CFD

Long

1775

6.24742535211268 GBP

EUR 0.04

CFD

Long

3365

6.249832 GBP

EUR 0.04

CFD

Short

574

6.2596 GBP

EUR 0.04

CFD

Short

20000

6.254 GBP

EUR 0.04

CFD

Short

2504

6.285879 GBP

EUR 0.04

CFD

Short

5493

6.238253 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none '

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state 'none'

None

Date of disclosure:

09 October 2019

Contact name:

Wendy Dent

Telephone number:

+44 (0)207 568 1245

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.

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JUST EAT plc published this content on 09 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2019 10:25:09 UTC