Amsterdam, 12 August 2020

Half Year 2020 Results

Revenue up 44% to €1 billion, adjusted EBITDA1 of €177 million2

Statement of Jitse Groen, CEO of Just Eat Takeaway.com N.V.: "Just Eat Takeaway.com is in the fortunate position to benefit from continuing tailwinds. The United Kingdom, Germany, Canada, the Netherlands, Australia, and Brazil are performing particularly strongly. Our businesses have healthy gross margins, and all our segments are adjusted EBITDA positive. On the back of the current momentum, we started an aggressive investment programme, which we believe will further strengthen our market positions. We are convinced that our order growth will remain strong for the remainder of the year."

  • The most important drivers of the network effects supporting the business model improved significantly. In the last twelve months, Just Eat Takeaway.com added a record number of new restaurants and Active Consumers. At the same time the number of Orders per Returning Active Consumer and the churn also improved, leading to a significant acceleration of top-line growth.
  • Just Eat Takeaway.com processed 257 million orders2 in the first six months of 2020, representing a 32% increase compared with the first half of 2019, driven by strong accelerated order growth in the second quarter of 2020 compared with the first quarter of 2020.
  • Revenue² grew by 44% to €1 billion in the first six months of 2020, compared with €715 million in the first half of 2019.
  • Adjusted EBITDA² for Just Eat Takeaway.com increased by 133% to €177 million in the first six months of 2020, compared with €76 million in the first half of 2019. This strong improvement was mainly driven by gross margin growth.
  • Loss for the period² was €158 million in the first six months of 2020, compared with a loss of €27 million in the first half of 2019. The loss was mainly driven by amortisation, advisory, transaction and integration related expenses connected to the combination of Just Eat and Takeaway.com and the proposed transaction with Grubhub.
  • The integration with Just Eat is on track and progressing well. To benefit from global brand recognition, all of Just Eat Takeaway.com's brands now share the same logo. Furthermore, in the first week of June, the Swiss business was successfully migrated to Just Eat Takeaway.com's central European IT platform and other markets will follow in due course.
  • Management believes the Just Eat brands, despite their current strong growth, have seen underinvestment in recent years. To strengthen, expand or recapture market-leading positions throughout our territories, we have embarked on an aggressive investment programme and will invest significantly in the United Kingdom, Canada, Australia, Italy, Spain, France and several other ex-Just Eat markets.
  • In Brazil, iFood continued its strong momentum with revenue² growth of 261%3. Order growth almost doubled year-on-year, reaching just short of 200 million orders in the first six months of 2020.
  • On 10 June 2020, the Company announced the proposed all-share transaction with Grubhub. It is currently expected that the Company's shareholder circular will be published towards the end of August
    2020 and the EGM will be held in October 2020. Subject to satisfaction of conditions, completion of the transaction is anticipated to occur in the first half of 2021.
  1. Profit or loss for the period before depreciation, amortisation, finance income and expenses, share-based payments, share of results of associates and joint ventures, acquisition related transaction and integration costs and income tax expense
  2. The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period
  3. On a constant currency basis

1

Just Eat Takeaway.com N.V. (LSE: JET, AMS: TKWY), hereinafter the "Company", or together with its group companies "Just Eat Takeaway.com", one of the world's largest online food delivery marketplaces, hereby reports its financial results for the first six months of 2020.

Performance highlights, aggregate of Just Eat and Takeaway.com businesses as combined from 1 January

Like-for-like1

(% change, except where

Millions unless stated otherwise

H1 2020

H1 2019

indicated)

Restaurants (# thousands)2

207

157

32%

Active Consumers2

54

44

21%

Returning Active Consumers, %2

69%

66%

3pp

Orders per Returning Active Consumer (#)

13.6

13.2

0.4

Orders

257

195

32%

United Kingdom

77

65

18%

Germany3

49

28

76%

Canada

37

23

59%

Netherlands

23

18

24%

Rest of the World4

71

61

18%

Average Order Value (€)

22.20

20.60

1.60

Gross Merchandise Value (GMV)

5,702

4,013

42%

  1. The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period
  2. Number as at 30 June
  3. The aggregated German orders, including Q1 2019 orders for the acquired brands foodora.de, Lieferheld.de and Pizza.de (hereafter "the German Businesses"), would be
  1. million for H1 2019, resulting in 34% order growth
  1. Rest of World comprises Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal, Romania, Spain and Switzerland

Like-for-like1

in millions €

H1 2020

H1 2019

(% change)

Revenue

1,031

715

44%

United Kingdom

303

236

28%

Germany

161

80

102%

Canada

228

154

49%

Netherlands

80

57

40%

Rest of the World

259

188

37%

Gross profit

630

472

34%

Adjusted EBITDA1

177

76

133%

United Kingdom

127

87

46%

Germany

58

(1)

n.m.

Canada

29

2

n.m.

Netherlands

38

31

23%

Rest of the World

7

5

47%

Head office

(82)

(48)

70%

Loss before income tax

(121)

(7)

n.m.

Loss for the period

(158)

(27)

487%

1 The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period

2

CFO update and financial review

The financial information included in the CFO update and financial review is derived from the condensed consolidated financial statements.

Condensed consolidated statement of profit or loss and other comprehensive income for the six months ended 30 June

Like-for-like1

in millions €

H1 2020

H1 2019

(% change)

Revenue

1,031

715

44%

Cost of sales

(401)

(243)

64%

Gross Profit

630

472

34%

Staff costs

(234)

(179)

31%

Other operating expenses

(229)

70%

(389)

Depreciation and amortisation expense

(35)

151%

(85)

Operating (loss) / profit

(78)

29

(358%)

Share of results of associates and joint ventures

(31)

(31)

(2%)

Finance income

6

0

n.m.

Finance expense

(18)

(11)

49%

Gain on joint venture disposal

-

6

n.a.

Consolidated

H1 2020

H1 2019

(% change)

675

179

276%

(255)

(46)

457%

420

133

214%

(159)

(49)

218%

(90)

134%

(210)

(15)

317%

(62)

(11)

(21)

49%

(9)

-

n.a.

7

0

n.m.

(13)

(8)

58%

-

6

n.a.

Loss before income tax

(121)

(7)

n.m.

(26)

(23)

(14%)

Income tax expense

(37)

(20)

92%

(33)

(10)

241%

Loss for the period

(158)

(27)

487%

(59)

(33)

(81%)

Other comprehensive income / (loss)

2

(1)

n.m.

2

(1)

n.m.

Total comprehensive loss for the period

(156)

(28)

464%

(57)

(34)

(71%)

1 The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period

Like-for-like1

Consolidated

H1

H1 2019

H1

H1 2019

in millions €

2020

(% change)

2020

(% change)

(% change)

(% change)

Commission revenue

875

628

39%

584

169

245%

Other revenue

202

127

59%

115

15

n.m.

Vouchers and discounts

(46)

(40)

13%

(24)

(5)

377%

Revenue

1,031

715

44%

675

179

276%

1 The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period

Just Eat Takeaway.com reports a like-for-like total revenue of €1,031 million in the first six months of 2020, a 44% increase from €715 million in the first half of 2019.

Commission revenue was €875 million in the first six months of 2020, representing 85% of revenue compared with 88% in the first half of 2019. Commission revenue grew at a slower pace than GMV due to temporary commission relief measures provided to restaurants in certain markets following the coronavirus pandemic.

Other revenue includes online payment fees, delivery charges, restaurant placement fee revenue and merchandise.

3

Vouchers and discounts amounted to €46 million in the first six months of 2020, compared with €40 million in the first half of 2019, representing a 13% increase, well below order and revenue growth. This was achieved predominantly through a lower issuance of vouchers and discounts in the United Kingdom.

Cost of sales and gross margin

Cost of sales grew by 64% in the first six months of 2020. This increase was primarily driven by continued expansion of our Delivery4 service offering. Delivery related expenses amounted to €314 million, an increase of 67% versus the first half of last year and representing 78% of our cost of sales. Although there was a significant increase in delivery expenses, delivery expenses per order decreased due to improved efficiencies. Excluding the impact of delivery expenses, cost of sales increased by 40% in the first half of 2020, roughly in line with GMV growth. These effects led to a gross margin of 61% in the first six months of 2020, compared with 66% in the first half of 2019. Excluding the impact of Delivery, the gross margin was 91%.

Staff costs

Staff costs were €234 million in the first six months of 2020, representing a 31% increase compared with the first half of 2019. Share-based payments costs were €18 million in the first six months of 2020 compared with €7 million in the same period of 2019. Excluding share-based payments, the staff costs were €216 million, which is an increase of 26% compared to the same period last year. Our staff related investments were primarily driven by more than doubling our delivery operations staff to support our large expansion of this offering. In addition, we continued expanding the technology and product teams, as well as increasing customer service staff to support our growth. Staff costs exclude courier wages, which are classified as cost of sales.

Other operating expenses

Other operating expenses comprise marketing expenses and other operating expenses.

Like-for-like1

H1

H1 2019

in millions €

2020

(% change)

Marketing expenses

165

164

1%

Other operating expenses

224

65

245%

Total other operating expenses

389

229

70%

Consolidated

H1

H1 2019

2020

(% change)

97

68

43%

113

22

414%

210

90

133%

1 The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period

Marketing expenses

Marketing expenses increased by 1% to €165 million in the first six months of 2020, compared with €164 million in the first half of 2019. This result demonstrates the strength of our brands and the scalability of marketing costs, as consumers, orders and revenue all grew strongly, while our marketing remained flat.

In mid-March, at the start of the coronavirus lockdown measures, marketing investments were reduced due to i) uncertainty about the impact of coronavirus on consumer behaviour, and ii) lower relevance of outdoor advertising. In addition, the UEFA Euro2020 football tournament was postponed to 2021, resulting in our sponsorship costs for the tournament being deferred.

As of May, marketing investments resumed, primarily via TV and social media with the message that "restaurants are open". In addition, we launched campaigns to support healthcare workers with free or discounted food.

Other operating expenses

Other operating expenses were €224 million in the first six months of 2020, an increase of 245% compared with the same period last year. This increase was mainly driven by €142 million of expenses due to advisory fees in connection with the Just Eat combination and proposed Grubhub transaction.

4 Delivery refers to delivery services for restaurants that do have their own delivery capability

4

Depreciation and amortisation expenses

Depreciation and amortisation expenses were €85 million in the first six months of 2020, up from €35 million in the first half of 2019. This increase related primarily to amortisation of intangible assets of €34 million recognised as a result of the acquisition of Just Eat.

Share of results of associates and joint ventures

Our share of results of associates and joint ventures was consistent on a like-for-like basis at €31 million for the first six months of both 2020 and 2019. The losses relate to our share of losses in iFood, a Brazilian associate, of €20 million (H1 2019: €26 million) and in our Mexican joint venture of €11 million (H1 2019: €5 million). These interests were both acquired as part of the combination with Just Eat.

In the first half of 2020, we invested €50 million in both iFood (€44 million) and our Mexican joint venture (€6 million).

Finance income and expenses

Net finance expense remained relatively constant at €12 million for the first six months of 2020, compared with €11 million for 2019.

Income tax expense

Just Eat Takeaway.com's current income tax expense amounted to €43 million in the first six months of 2020 compared with €26 million in the first half of 2019. In addition, Just Eat Takeaway.com recognised a deferred tax benefit amounting to €6 million in the first six months of 2020, compared with a €6 million deferred tax benefit in the first half of 2019. As a result, income tax expense was €37 million in the first six months of 2020, compared with €20 million like-for-like in the first half of 2019, mostly due to the utilisation of capitalised tax losses carried forward in Germany and Canada.

Loss for the year

As a result of the factors described above, Just Eat Takeaway.com realised a net loss after tax of €158 million in the first six months of 2020.

EBITDA bridge

The adjusted EBITDA attributed to segments reconciled to the net loss for the period like-for-like is as follows:

in millions €

H1 2020

H1 2019

Loss before income tax

(121)

(7)

Add back items not included in Adjusted EBITDA:

Net finance expenses

12

11

Share-based payments

18

7

Gain on joint venture disposal

-

(6)

Share of results of associates and joint ventures

31

31

Depreciation and amortisation expense

85

35

Acquisition related transaction and integration costs

152

5

Segment Adjusted EBITDA

177

76

5

Condensed consolidated statement of financial position

2020

2019

in millions €

30 June

31 December

Non-current assets

9,649

1,522

Current assets

196

87

Cash and cash equivalents

525

50

Total assets

10,370

1,659

Share capital and share premium

8,798

1,323

Other reserves

108

40

Accumulated deficits

(288)

(230)

Total shareholders' equity

8,618

1,133

Non-controlling interests

4

-

Total equity

8,622

1,133

Non-current liabilities

1,130

283

Current liabilities

618

243

Total equity and liabilities

10,370

1,659

Non-current assets, mainly consisting of goodwill, other intangible assets and investments in associates and joint ventures were €9.6 billion as at 30 June 2020, up from €1.5 billion as at 31 December 2019. This increase was primarily driven by the increase in goodwill and other intangible assets related to the Just Eat acquisition. The acquisition of Just Eat has been accounted for on a provisional basis and is expected to be finalised for our full year 2020 results.

Cash and cash equivalents increased to €525 million as at 30 June 2020, from €50 million as at 31 December 2019. The balance included €33 million restricted cash held by Stichting Derdengelden Takeaway.com on behalf of third parties including restaurants, consumers and certain group entities (31 December 2019: €18 million).

Shareholders' equity increased to €8.6 billion as at 30 June 2020, from €1.1 billion as at 31 December 2019, driven by the issuance of €7.1 billion in shares in relation to the Just Eat acquisition and the issuance of shares as part of an accelerated bookbuild offering. The allocation of total comprehensive losses to shareholders' equity on a consolidated basis was €57 million for the first six months of 2020.

The solvency ratio, defined as total equity divided by total assets, was 83% at 30 June 2020, up from 68% at 31 December 2019, mainly driven by the increase of equity.

Non-current liabilities increased to €1.1 billion as at 30 June 2020, from €283 million as at 31 December 2019, driven by the issuance of convertible bonds amounting to €300 million and increased deferred tax liabilities arising on the Just Eat acquisition.

6

Condensed consolidated statement of cash flows for the six months ended 30 June

Consolidated

in millions €

H1 2020

H1 2019

Net cash generated by / (used in) operating activities

108

(48)

Net cash generated by / (used in) investing activities

35

(493)

Net cash generated by financing activities

333

510

Net cash and cash equivalents generated / (used)

476

(31)

Effects of exchange rate changes of cash held

in foreign currencies

(1)

1

Net increase / (decrease) in cash and cash equivalents

475

(30)

Net cash generated by operating activities amounted to €108 million in the first six months of 2020, compared with net cash used in operating activities of €48 million in the first half of 2019. The change was mainly driven by the positive operating results, offset by the costs associated with the Just Eat acquisition.

Net cash generated by investing activities was €35 million in the first six months of 2020, an increase of €528 million compared with the first half of 2019, which included the cash paid to acquire the German Businesses.

Net cash generated by financing activities was €333 million in the first six months of 2020, compared with €510 million in the first half of 2019. The main drivers in 2020 were (i) the issuance of new shares proceeds though an accelerated bookbuild offering of shares of €400 million, (ii) the issuance of a convertible bonds of €300 million and (iii) the repayment on our revolving credit facility ("RCF") of €343 million.

7

Segment information

Five operating segments

Following the combination of Just Eat and Takeaway.com, the Company will have five operating segments: United Kingdom, Germany, Canada, Netherlands and Rest of the World, which comprises Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal, Romania, Spain and Switzerland. We have non-controlling interests in businesses in Brazil and Mexico. Brazil is classified as an associate for accounting purposes, while our participation in the Mexican entity is classified as a joint venture, therefore neither business is consolidated, and their results are recognised as a single line item below operating results. As the five operating segments serve only external customers, there is no inter-segment revenue.

Head office and allocations

Head office is no longer allocated to segments and will be reported separately. Head office relates to non- allocated expenses and includes all central operating expenses such as staff costs and project expenses for global support teams like legal, finance, business intelligence, human resources and board. Not included in Head office are costs of global IT and product functions, which are allocated to countries and therefore included in segment adjusted EBITDA. Previous periods for measures like adjusted EBITDA (margin) have been restated for the former Takeaway.com businesses to show comparable figures.

The Head office expense was €82 million for the first six months of 2020, compared with €48 million in the first half of 2019.

United Kingdom

H1 20201

H1 20191

(% change, except where

Millions unless stated otherwise

indicated)

Orders

77

65

18%

Delivery %

8.2%

6.5%

1.7pp

Gross Merchandise Value (GMV)

1,772

1,380

28%

Revenue

303

236

28%

Gross profit

222

182

22%

Adjusted EBITDA

127

87

46%

Adjusted EBITDA margin (%)2

42%

37%

5pp

1 The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period

2As percentage of revenue

In the United Kingdom, Just Eat Takeaway.com processed 77 million orders in the first six months of 2020, representing a growth rate of 18% compared with the first half of 2019, with strong growth in both Marketplace5 and Delivery. GMV increased by 28% year-on-year, outperforming order growth by 10 percentage-points. This was driven by higher average order values during coronavirus lockdown periods. Revenue in the United Kingdom grew by 28% to €303 million in the first six months of 2020, from €236 million in the first half of 2019. To support restaurants during the coronavirus outbreak, €13 million of temporary commission relief was provided.

Gross profit increased by 22% for the first six months of 2020 against the same period last year. Gross margin declined to 73% in the first six months of 2020, from 77% in the first half of 2019, mainly caused by continuous investments in Delivery. We commenced a new partnership with McDonald's early in 2020, as well as an exclusive partnership with Greggs, the UK's leading bakery.

Adjusted EBITDA increased to €127 million in the first six months of 2020, compared with €87 million in the first half of 2019, an increase of 46%. Improved marketing as a percentage of revenue, driven by higher

5 Marketplace refers to the intermediary role to transmit order from consumers to restaurants, where restaurants deliver themselves

8

average order value and limited marketing spend resulted in an adjusted EBITDA margin of 42% in the first six months of 2020 compared with 37% in the first half of 2019.

Germany

H1 2020

H1 2019

(% change, except where

Millions unless stated otherwise

indicated)

Orders1

49

28

76%

Delivery %

6.3%

5.1%

1.2pp

Gross Merchandise Value (GMV)

1,096

579

89%

Revenue

161

80

102%

Gross profit

118

58

103%

Adjusted EBITDA

58

(1)

n.m.

Adjusted EBITDA margin (%)2

36%

(1%)

37pp

  1. The aggregated German orders, including Q1 2019 orders for the German Businesses, would be 37 million for H1 2019, resulting in 34% order growth
  2. As percentage of revenue

Orders processed in Germany grew by 76% to 49 million in the first six months of 2020 compared with the first half of 2019. The increase in orders was driven by both the strong organic growth and the acquisition of the German Businesses. GMV grew by 89% in the first six months of 2020, faster than orders, driven by higher average order values following the coronavirus, which drove more families and households to use Lieferando.de.

Revenue in Germany grew to €161 million in the first six months of 2020, from €80 million in the first half of 2019, representing a 102% increase. Gross profit more than doubled year-on-year, with the gross margin remaining stable despite an increasing share of Delivery orders. This was due to (i) the introduction of delivery fees and (ii) improved efficiency of our Delivery network.

Adjusted EBITDA improved to €58 million in the first six months of 2020, compared with minus €1 million in the first half of 2019. This significant adjusted EBITDA improvement was driven by increased scale, improvements in our Delivery business and marketing synergies achieved through the integration of the German Businesses, demonstrating the scalable nature of our business and the potential of the German market.

Canada

H1 20201

H1 20191

(% change, except where

Millions unless stated otherwise

indicated)

Orders

37

23

59%

Delivery %

96.6%

97.1%

-0.5pp

Gross Merchandise Value (GMV)

776

466

67%

Revenue

228

154

49%

Gross profit

80

54

49%

Adjusted EBITDA

29

2

n.m.

Adjusted EBITDA margin (%)2

13%

1%

12pp

  1. The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period
  2. As percentage of revenue

In Canada, orders grew by 59% and reached 37 million in the first six months of 2020, compared with 23 million orders in the first half of 2019. Consistent with our other markets, higher average order values during coronavirus lockdown periods resulted in GMV growth of 67%.

Both revenue and gross profit grew by 49% in the first six months of 2020, which was 10% behind order growth. This was caused by the temporary support initiatives provided to our restaurants during the

9

coronavirus lockdown. Excluding these initiatives, revenue and gross profit growth would have been in line with order growth for the first six months of the year.

Adjusted EBITDA increased to €29 million in the first six months of 2020, compared with €2 million in the first half of 2019. Consequently, the adjusted EBITDA margin was 13% in the first six months of 2020, compared with 1% in the first half of 2019. The improved adjusted EBITDA margin was driven by our additional scale and efficiencies in marketing and staff costs.

Netherlands

H1 2020

H1 2019

(% change, except where

Millions unless stated otherwise

indicated)

Orders

23

18

24%

Delivery %

6.9%

4.6%

2.3pp

Gross Merchandise Value (GMV)

534

394

36%

Revenue

80

57

40%

Gross profit

61

47

32%

Adjusted EBITDA

38

31

23%

Adjusted EBITDA margin (%)1

48%

54%

-6pp

1 As percentage of revenue

In the Netherlands, Just Eat Takeaway.com processed 23 million orders in the first six months of 2020, representing a growth rate of 24% compared with the first half of 2019. Driven by higher average order values, GMV grew by 36% during the period, outperforming order growth by 12 percentage-points.

Revenue in the Netherlands grew by 40% to €80 million in the first six months of 2020, from €57 million in the first half of 2019. This increase was driven by order growth of 24%, a higher share of Delivery orders and the introduction of a delivery fee for Delivery orders.

Gross margin reduced by 5 percentage-pointsyear-on-year to 77% in the first six months of 2020, from 82% in the first half of 2019, driven by further roll-out of our Delivery network. In addition, benefits from the introduction of delivery fees were offset by higher courier cost per hour due to changes in Dutch legislation.

Adjusted EBITDA increased to €38 million in the first six months of 2020, compared with €31 million in the first half of 2019. The adjusted EBITDA margin was 48% in the first six months of 2020, compared with 54% in the corresponding period in 2019, reflecting the impact of higher share of Delivery orders.

Rest of the World

H1 20201

H1 20191

(% change, except where

Millions unless stated otherwise

indicated)

Orders

71

61

18%

Delivery %

15.5%

7.9%

7.6pp

Gross Merchandise Value (GMV)

1,524

1,194

28%

Revenue

259

188

37%

Gross profit

149

131

14%

Adjusted EBITDA

7

5

47%

Adjusted EBITDA margin (%)2

3%

3%

0pp

  1. The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2019 to provide comparable information for the full six month period
  2. As percentage of revenue

Rest of the World comprises Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal, Romania, Spain and Switzerland. The Mexican business has not been consolidated as opposed to previous reports of Just Eat. The reason is that Just Eat

10

Takeaway.com does not have a controlling interest in the company. Consequently, it has been presented as an investment in a joint venture.

Across the Rest of the World, Just Eat Takeaway.com processed 71 million orders in the six months 2020, an increase of 18% compared with the first half of 2019. GMV grew by 28% during the period, outpacing order growth, driven by higher average order values due to changes in consumer ordering habits during coronavirus lockdown.

Revenue in the Rest of the World grew by 37% to €259 million in the first six months of 2020, from €188 million in the first half of 2019, outpacing GMV growth mainly driven by increase in delivery fee and online payment revenues.

Gross profit increased by 14% for the first half of 2020 and reached €149 million against the same period last year. Gross margin declined by 12 percentage-points compared with last year mainly driven by rapid growth of our Delivery business.

Adjusted EBITDA increased to €7 million in the first six months of 2020, compared with €5 million in the first half of 2019. This resulted in an adjusted EBITDA margin of 3% in the first six months of 2020.

11

Just Eat transaction

On 31 January 2020, the Company's public offer on Just Eat plc became unconditional in all respects. The initial enforcement order, which the CMA had imposed on 30 January 2020, was lifted on 15 April 2020 and on 23 April 2020 the CMA approved the Just Eat acquisition. As a result, the Just Eat business was consolidated from 15 April 2020.

Grubhub transaction

On 10 June 2020, the Company announced it had entered into a definitive agreement with Grubhub for the Company to acquire 100% of the shares of Grubhub in an all-share transaction (the "Transaction"). The Transaction represents Just Eat Takeaway.com's entry into online food delivery in the United States ("US") and builds on the strategic rationale for its recent acquisition of Just Eat. A combined Just Eat Takeaway.com and Grubhub (the "Enlarged Group") will become the world's largest online food delivery company outside China measured by GMV and revenues, with strong brands connecting restaurant partners with their customers in 25 countries. The Enlarged Group will be built around four of the world's largest profit pools in online food delivery: the US, the United Kingdom, the Netherlands and Germany, increasing the Enlarged Group's ability to deploy capital and resources to strengthen its competitive positions in all its markets. The Enlarged Group has strong leadership positions in almost all countries in which it is present and will become a significant player in North America. Just Eat Takeaway.com owns the leading Canadian business SkipTheDishes. The Enlarged Group will be one of the few profitable players in the industry and processed approximately 593 million orders in 2019 with more than 70 million combined active consumers globally.

The Transaction is subject to the approval of the Company's shareholders. It is currently expected that the Company will publish a shareholder circular towards the end of August 2020 and convene an extraordinary general meeting to be held in October 2020. Subject to satisfaction of conditions, completion of the Transaction is anticipated to occur in the first half of 2021.

12

Outlook

In the second half of 2020, we will continue to focus on building the best offering for our restaurants, consumers and couriers, thereby fueling the network effects which have driven our success to date. To improve our market positions, and as announced last year, we will further invest in our Delivery network, our restaurant salesforce and marketing to optimally serve our consumers. We expect to devote considerable time and resources to a smooth and effective integration of Just Eat Takeaway.com and the preparation for the completion of the Grubhub transaction. We are excited about the opportunities that lie ahead for the company.

Principal risks and uncertainties

The risks outlined in the 2019 Annual Report continued to apply in the first six months of 2020 and are expected to apply for the remaining half of the financial year. We have however reassessed these risks and slightly rephrased the risk and/or shifted the focus. The key operational risks we face are as follows:

  • Increased competition from current competitors or new entrants, impacting our ability to maintain and improve our competitive position
  • New (disruptive) technologies
  • Maintaining our reputation and consumer awareness of our single brand in each market
  • High dependency on senior management and other key employees
  • High IT system and IT employee dependency
  • Non-compliancewith laws and regulations (e.g. related to Takeaway.com Payments)
  • Non-compliancewith privacy regulations in the EU and outside
  • Failing to adhere to internal standards on integrity and/or failing to have a common understanding of the combined group's standard operating procedures
  • Failing to provide reliable financial reporting
  • Geopolitical challenges in respect of new markets
  • Inability to successfully and efficiently integrate new businesses with our existing operations

In addition, the following risk has been added as a result of the acquisition of Just Eat:

  • Failing to exercise adequate control over joint ventures (and non-wholly owned subsidiaries and participations)

Just Eat Takeaway.com has had an internal audit function in place since the end of 2017. The Management Board, having responsibility for risk management with oversight from the Supervisory Board, believes that Just Eat Takeaway.com's risk management framework operated effectively in the first half of 2020. The Management Board believes that all the aforementioned risks were effectively mitigated within the boundaries of our risk appetite and is not aware of any incidents that substantially impacted the business during this period.

The Management Board, 11 August 2020

Jitse Groen, CEO

Brent Wissink, CFO

Jörg Gerbig, COO

Investor Relations:

Joris Wilton

  1. Joris.Wilton@takeaway.com
  1. +31 6 143 154 79

Media:

  1. press@takeaway.com

For more information, please visit our corporate website: https://justeattakeaway.com

13

About Just Eat Takeaway.com N.V.

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

Headquartered in Amsterdam, the Company is focused on connecting consumers and restaurants through its platforms. With over 205,000 connected restaurants, 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 Kingdom, Germany, the Netherlands, Canada, Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal, Romania, Spain and Switzerland, as well as through partnerships in Mexico, Colombia and Brazil.

Analyst and investor conference call and audio webcast

Jitse Groen, Brent Wissink and Jörg Gerbig will host an analyst and investor conference call to discuss the half year 2020 results at 10:30 am CET on Wednesday 12 August 2020. Members of the investor community can follow the audio webcast on https://www.justeattakeaway.com/investors/results-and-reports/.

Media and wires call

Jitse Groen will host a media and wires call to discuss the half year 2020 results at 8:30 am CET on Wednesday 12 August 2020. The press can join the conference call at +31 20 531 5843.

Financial calendar

For more information, please visit https://www.justeattakeaway.com/investors/financial-calendar/

Additional information on https://justeattakeaway.com

  • Just Eat Takeaway.com Analyst Presentation H1 2020
  • Our media kit including photos of the Management Board and industry-related photos for download at https://www.justeattakeaway.com/media/media-kit/

Market Abuse Regulation

This press release contains inside information as meant in clause 7(1) of the Market Abuse Regulation.

Unaudited figures

All figures in this document are unaudited.

Accounting Principles

Just Eat Takeaway.com's half year 2020 results are prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS-EU") and with Part 9 of Book 2 on the Dutch Civil Code. In preparing the financial information in this document, the same accounting principles are applied as in the Company's 2019 Annual Report.

Forward Looking Statements

This release contains "forward-looking statements" regarding Grubhub, Just Eat Takeaway.com or their respective management's future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement; the ability to obtain regulatory approvals and meet other closing conditions to the proposed merger on a timely basis or at all, including the risk that regulatory approvals required for the proposed

14

merger are not obtained on a timely basis or at all or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the proposed merger; the ability to obtain approval by Grubhub stockholders and Just Eat Takeaway.com shareholders on the expected schedule or at all; difficulties and delays in integrating Grubhub's and Just Eat Takeaway.com's businesses; risks that the proposed merger disrupts Grubhub's or Just Eat Takeaway.com's current plans and operations; failing to fully realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion of management's attention from ongoing business operations; uncertainty as to the value of the Just Eat Takeaway.com ordinary shares to be issued in connection with the proposed merger; uncertainty as to the long-term value of the common stock of the combined company following the proposed merger; the continued availability of capital and financing following the proposed merger; the outcome of any legal proceedings that may be instituted against Grubhub, Just Eat Takeaway.com or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Grubhub's and Just Eat Takeaway.com's control. These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Grubhub's and Just Eat Takeaway.com's businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Grubhub and Just Eat Takeaway.com's future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat Takeaway.com's business and operations. In some cases, you can identify forward-looking statements because they contain words such as "anticipates," "believes," "contemplates," "could," "seeks," "estimates," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions and the negatives of those terms.

While forward-looking statements are Grubhub's and Just Eat Takeaway.com's current predictions at the time they are made, you should not rely upon them. Forward-looking statements represent Grubhub's and Just Eat Takeaway.com's management's beliefs and assumptions only as of the date of this release, unless otherwise indicated, and there is no implication that the information contained in this release is made subsequent to such date. For additional information concerning factors that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements and risk factors included in Grubhub's filings with the Securities and Exchange Commission (the "SEC"), including Grubhub's Annual Report on Form 10-K filed with the SEC on February 28, 2020, Grubhub's Quarterly Reports on Form 10-Q and any further disclosures Grubhub makes in Current Reports on Form 8-K. Grubhub's SEC filings are available electronically on Grubhub's investor website at investors.grubhub.com or the SEC's website at www.sec.gov. For additional information concerning factors that could cause future results to differ from those expressed or implied in the forward- looking statements, please refer to Just Eat Takeaway.com's non-exhaustive list of key risks and cautionary statements included in Just Eat Takeaway.com's Annual Report, which is available electronically on Just Eat Takeaway.com's investor website at www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat Takeaway.com assume no obligation to update these forward-looking statements or this release, or to update, supplement or correct the information set forth in this release or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

Market share estimates contained in this press release are based on outside sources, such as specialised research institutes, in combination with management estimates.

15

Additional Information and Where to Find It

In connection with the proposed merger, Just Eat Takeaway.com will file with the SEC a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement will include a preliminary proxy statement of Grubhub/prospectus of Just Eat Takeaway.com which, when finalized, will be sent to the stockholders of Grubhub seeking their approval of the respective merger-related proposals. Also in connection with the proposed merger, Just Eat Takeaway.com will file with the Netherlands Authority for the Financial Markets ("AFM") and/or the UK Financial Conduct Authority ("FCA") a prospectus for the listing and admission to trading on Euronext Amsterdam and/or the admission to listing on the FCA's Official List and to trading on the London Stock Exchange's Main Market for listed securities of the shares to be issued in connection with the proposed merger (the "Prospectus"). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents and any other documents filed with or furnished to the SEC by Grubhub or Just Eat Takeaway.com free of charge through the website maintained by the SEC at www.sec.gov, from Grubhub at its website, investors.grubhub.com, or from Just Eat Takeaway.com at its website www.justeattakeaway.com. The Prospectus, as well as any supplement thereto, will be made available on the website of Just Eat Takeaway.com at its website www.justeattakeaway.com.

Participants in the Solicitation

Grubhub, Just Eat Takeaway.com and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information about Grubhub's directors and executive officers is available in Grubhub's proxy statement dated April 9, 2020 for its 2020 Annual Meeting of Stockholders. To the extent holdings of Grubhub securities by directors or executive officers of Grubhub have changed since the amounts contained in the definitive proxy statement for Grubhub's 2020 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge from the sources indicated above, and from Grubhub by going to its investor relations page on its corporate website at investors.grubhub.com. Information about Just Eat Takeaway.com's directors and executive officers and a description of their interests are set forth in Just Eat Takeaway.com's 2019 Annual Report, which may be obtained free of charge from Just Eat Takeaway.com's website, www.justeattakeaway.com. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Grubhub or Just Eat Takeaway.com using the sources indicated above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended and applicable United Kingdom, Dutch and other European regulations.

16

Condensed Consolidated Financial Statements

17

Condensed consolidated statement of profit or loss and other comprehensive loss

for the period ended 30 June

in millions

Note

H1 2020

H1 2019

Revenue

4

675

179

Cost of sales

5

(255)

(46)

Gross profit

420

133

Staff costs

5

(159)

(49)

Other operating expenses

5

(210)

(90)

Depreciation and amortisation expenses

(62)

(15)

Operating loss

(11)

(21)

Share of results of associates and joint ventures

11

(9)

-

Finance income

7

-

Finance expense

(13)

(8)

Gain on joint venture disposal

-

6

Loss before income tax

(26)

(23)

Income tax expense

6

(33)

(10)

Loss for the period

(59)

(33)

Loss attributable to:

Equity shareholders

(59)

(33)

Non-controlling interests

-

-

Other comprehensive (loss) / income

Change in value of shares consideration for business combination

3

323

-

Foreign currency translation loss related to foreign operations

(321)

(1)

Other comprehensive income / (loss) that may subsequently be

reclassified to profit or loss

2

(1)

Other comprehensive income / (loss) for the period

2

(1)

Total comprehensive loss for the period

(57)

(34)

Total comprehensive loss attributable to:

Equity shareholders

(57)

(34)

Non-controlling interests

-

-

Loss per share

Basic loss per share

(0.45)

(0.69)

Diluted loss per share

(0.45)

(0.69)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

18

Condensed consolidated statement of financial position

Note

2020

2019

in millions €

30 June

31 December

Assets

Goodwill

3, 8

4,600

1,097

Other intangible assets

3

3,294

376

Property and equipment

107

36

Other non-current assets

12

11

Investments in associates and joint ventures

11

1,635

-

Deferred tax assets

1

2

Total non-current assets

9,649

1,522

Trade and other receivables

106

44

Other current assets

90

43

Cash and cash equivalents

525

50

Total current assets

721

137

Total assets

10,370

1,659

Note

2020

2019

in millions €

30 June

31 December

Shareholders' equity

Share capital

9

6

2

Share premium

9

8,792

1,321

Accumulated deficits

9

(288)

(230)

Foreign currency translation reserve

9

(309)

12

Other reserves

3, 9

417

28

Total shareholders' equity

8,618

1,133

Non-controlling interests

9

4

-

Total equity

8,622

1,133

Borrowings

10

476

223

Deferred tax liabilities

584

43

Other liabilities

3

-

Lease liability

67

17

Total non-current liabilities

1,130

283

Borrowings

10

9

20

Lease liability

18

10

Trade and other payables

235

61

Current tax liabilities

68

42

Other liabilities

288

110

Total current liabilities

618

243

Total liabilities

1,748

526

Total equity and liabilities

10,370

1,659

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

19

Condensed consolidated statement of changes in equity

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

20

Condensed consolidated statement of cash flows for the period ended 30 June

in millions

H1 2020

H1 2019

Loss for the year

(59)

(33)

Adjustments:

Depreciation and amortization expense

62

15

Gain on joint venture disposal

-

(6)

Share of results of associates and joint ventures

9

-

Expense related to share-based payments

16

1

Finance expense / (income) recognised in profit or loss

6

8

Other non-cash items

1

1

Income tax expense / (income) recognised in profit or loss

33

10

68

(4)

Movement in working capital

(Increase) in inventories

(5)

(2)

(Increase) in trade, other receivables and other current assets

(16)

(20)

(Decrease) in trade and other payables

72

(9)

Increase / (decrease) in other liabilities

13

(9)

Net cash generated by / (used in) operations

132

(44)

Interest paid

(6)

(3)

Income taxes paid

(18)

(1)

Net cash generated by / (used in) operating activities

108

(48)

in millions

H1 2020

H1 2019

Cash flows from investing activities

Investment in other intangible assets

(16)

(1)

Investment in property and equipment

(9)

(4)

Repayments / (proceeds) of loans carried at amortised cost

-

2

Cash acquired on acquisition

110

-

Cash outflow on acquisition, net of cash acquired

-

(489)

Funding provided to associates and joint ventures

(50)

-

Investment in equity instruments

-

(7)

Proceeds / (repayment) from sale of investment in joint venture

-

6

Net cash generated by / (used in) investing activities

35

(493)

Cash flows from financing activities

Proceeds from issue of ordinary shares

401

419

Transaction costs related to issue of ordinary shares

(12)

-

Principal elements of lease payments

(7)

(3)

Proceeds from borrowings

432

244

Transaction costs related to the borrowings

(6)

-

Repayments of borrowings

(475)

(150)

Net cash generated by financing activities

333

510

Net increase / (decrease) in cash and cash equivalents

476

(31)

Cash and cash equivalents at beginning of year

50

89

Effects of exchange rate changes of cash held in foreign currencies

(1)

1

Cash and cash equivalents at end of year

525

59

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

21

Notes to the condensed consolidated interim financial statements

1. General

Just Eat Takeaway.com N.V., hereinafter the "Company", or together with its direct and indirect subsidiaries the "Just Eat Takeaway.com", is a leading online food delivery marketplace focused on connecting consumers and restaurants through its platform.

Just Eat Takeaway.com N.V. is a public limited liability company incorporated and domiciled in Amsterdam, the Netherlands. The company is the ultimate parent of the group and its ordinary shares are quoted on Euronext Amsterdam (ticker symbol: TKWY) and on the London Stock Exchange since 3 February 2020 (ticker symbol: JET). The Company is registered in the Commercial Register of the Chamber of Commerce in Amsterdam, the Netherlands under number 08142836.

Amounts in the notes are in €' millions unless related to number and/or nominal values of shares, number and fair value of shares, number and fair value elements of share options, or stated otherwise.

  1. 2. Basis of preparation

  2. Statement of compliance

These condensed consolidated interim financial statements (hereafter: "interim financial statements") for the six months ended 30 June 2020 have been prepared in accordance with IAS 34 'Interim Financial Reporting', and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended 31 December 2019 and any public announcements made by the Company during the interim reporting period. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Standards as endorsed by the European Union. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Just Eat Takeaway.com's financial position and performance since the last annual financial statements.

These interim financial statements were authorised for issue by the Management Board and Supervisory Board on 11 August 2020.

(b) Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2019 unless set out below. A number of new standards are effective from 1 January 2020, but they do not have a material effect on the Company's financial statements.

(c) Standards issued but not yet effective

A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2020 and earlier application is permitted; however, the Company has not early adopted any of the forthcoming new or amended standards in preparing these interim financial statements.

3. Business combinations

On 31 January 2020, the recommended all-share combination between Just Eat plc and Takeaway.com N.V. (as per that date renamed into Just Eat Takeaway.com N.V.) was declared wholly unconditional. As of this date, the imposed hold separate order by the CMA came into effect, requiring that the businesses continue to be run independently until the CMA's investigation had been concluded. On 15 April 2020, the CMA revoked the hold separate order, and as of this date the Company obtained control of Just Eat.

As of the control date, the Company combined its businesses with Just Eat. The total consideration of €7.1 billion consists of an issuance of 82.8 million ordinary shares. Between the date of the issuance of the

22

ordinary shares and the control date, Just Eat was accounted for as an equity investment against fair value. The fair value gain of €0.3 billion has been accounted for through Other Comprehensive Income. The total consideration amounts to €7.4 billion. In 2020, the total consideration was transferred.

The following table provides the provisional information on the acquisition fair value of each major class of consideration transferred. At 15 April 2020, the fair value of the consideration paid was based on the share price of €89.68 per share.

in millions €

Total

Equity payment (82.8 million ordinary shares)

7,429

Total consideration

7,429

Intangible assets

3,062

Investments in associates

1,723

Property & equipment

12

Deferred tax asset

46

Other non-current assets

2

Inventories

8

Trade and other receivables

75

Current tax asset

18

Cash and cash equivalents

110

Trade and other payables

(102)

Current tax liability

(5)

Other liabilities

(170)

Deferred tax liability

(615)

Long term liabilities

(347)

Total fair value of net identifiable assets and liabilities

3,817

Goodwill recognised (provisional)

3,612

The initial accounting for the acquisition of Just Eat has only been provisionally determined as at the end of the interim reporting period.

The provisional purchase price allocation is based on an estimation of the identifiable assets acquired and liabilities assumed. This estimation requires the Managing Directors to estimate the future cash flows expected to arise from the assets and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise, or significant changes may occur during the measurement period. The main reason for being provisional is the settlement of liabilities. The Managing Directors believe that the assumptions used in the provisional purchase price allocation are appropriate as at 30 June 2020. The measurement period will end on 15 April 2021 and so far, no changes were made to the provisional amounts recorded.

Goodwill recorded in connection with the acquisition represents future economic benefits specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. Goodwill has been determined based on the value in use method. The goodwill is not deductible for tax purposes.

The primary reasons for the business combination with Just Eat were to create one of the largest food delivery companies in the world, with scale, strategic vision and industry-leading capabilities, to acquire leading positions in attractive markets and a diversified geographic presence, to expand the product offering, and to create significant value through economies of scale.

23

From the date control was obtained, the revenues of Just Eat amounted to €370 million and the net income of Just Eat amounted to €87 million. The combined revenue and loss of the period of Just Eat Takeaway.com and the acquired businesses would have amounted to €1,031 million and €154 million respectively, if control had been obtained on 1 January 2020.

Total acquisition costs for completed and announced acquisitions amounted to €58 million in the first half year of 2020 (first half year of 2019: €5 million).

4. Revenue

in millions €

H1 2020

H1 2019

Commission revenue

584

169

Other revenue

115

15

Vouchers and discounts

(24)

(5)

Revenue

675

179

Other revenue includes online payment fees, delivery charges, restaurant placement fee revenue and merchandise sales.

5. Expenses

in millions €

H1 2020

H1 2019

Delivery staff costs

181

29

Other delivery costs

12

1

Online payment services costs

33

9

Order management costs

24

6

Merchandise costs

5

1

Total cost of sales

255

46

Wages and salaries

107

37

Social charges and premiums

12

5

Pension premium contributions

4

1

Share-based payments

16

1

Temporary staff expenses

20

5

Total staff costs

159

49

Marketing expenses

68

97

Other operating expenses

113

22

Total other operating expenses

210

90

Other operating expenses include expenses that are neither directly attributable to cost of sales, staff costs, nor the financing of Just Eat Takeaway.com.

6. Income tax expense

Income tax expense is recognised at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management's best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognised in full in the interim period. As such, the effective tax rate in the interim financial statements may differ from management's estimate of the effective tax rate for the annual financial statements.

24

The Company's consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2020 was (140%) (six months ended 30 June 2019: (43%)). The change in effective tax rate was caused mainly by the effect of non-deductible acquisition costs and unrecognised deferred tax assets for tax losses.

Income tax expense amounted to €33 million in the first six months of 2020 compared with €10 million in the first half of 2019, mostly due to the utilisation of capitalised tax losses carried forward in Germany and Canada.

in millions €

H1 2020

H1 2019

Current tax expenses

(41)

(1)

Deferred tax benefits / (expenses)

8

(9)

Total tax recognised directly in profit or loss

(33)

(10)

7. Operating segments

Just Eat Takeaway.com's internal management reporting is focused on countries (being the operating segments) in which we operate. The reportable segments have been reassessed compared to year-end (31 December 2019) because of the business combination becoming effective during the reporting period.

The Management Board assesses the performance of operating segments based on the measures of segment orders, segment revenue, and segment adjusted EBITDA, as well as other operating KPIs. Just Eat Takeaway.com has five operating segments: United Kingdom, Germany, Canada, the Netherlands and Rest of the World. The Rest of the World segment includes businesses with similar operating characteristics (revenue and marketing activities). The following countries are included in this segment: Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal, Romania, Spain and Switzerland. Head office relates to non-allocated expenses and includes all central operating expenses such as staff costs and project expenses for global support teams like legal, finance, business intelligence, human resources and board. Not included in Head office are costs of global IT and product functions, which are allocated to countries and therefore included in segment adjusted EBITDA. As the five operating segments serve only external customers, there is no inter-segment revenue. Interest income and expenses and tax are not allocated to the segments. There is no measure of segment assets and liabilities provided to the Management Board, as most fixed assets and working capital of Just Eat Takeaway.com are managed on a consolidated basis.

25

in millions €

H1 2020

H1 2019

Revenue

United Kingdom

154

-

Germany

161

80

Canada

117

-

Netherlands

80

57

Rest of the World

163

42

Revenue

675

179

Marketing expenses

United Kingdom

(11)

-

Germany

(28)

(38)

Canada

(6)

-

Netherlands

(9)

(7)

Rest of the World

(39)

(23)

Head office

(4)

-

Marketing expenses

(97)

(68)

Adjusted EBITDA

United Kingdom

-

63

Germany

58

(1)

Canada

18

-

Netherlands

38

31

Rest of the World

(3)

(11)

Head office

(39)

(17)

Adjusted EBITDA

135

2

The adjusted EBITDA attributed to segments reconciled to the net loss for the period is as follows:

in millions €

H1 2020

H1 2019

Loss before income tax

(26)

(23)

Add back items not included in Adjusted EBITDA:

Net finance expenses

6

8

Share-based payments

16

1

Gain on joint venture disposal

-

(6)

Share of results of associates and joint ventures

9

-

Depreciation and amortisation expense

62

15

Acquisition related transaction and integration costs

68

7

Segment Adjusted EBITDA

135

2

26

8. Goodwill

2020

2019

in millions €

30 June

31 December

Opening balance

1,097

128

Arising on acquisitions

3,612

964

Foreign exchange movements

(109)

5

Balance at the end of the period

4,600

1,097

The Company concluded that there has been no material deterioration in any of the key assumptions made during the last annual impairment review based on current strategy and financial projection, and that there are no indicators of any impairment of goodwill during the six months ended 30 June 2020. As in previous years, a full annual impairment review will be undertaken at year-end.

9. Issued capital

The Company had issued 148,719,548 ordinary shares at nominal value €0.04, amounting to an issued share capital of €6 million as at 30 June 2020 (31 December 2019: 61,206,450 ordinary shares at nominal value €0.04, amounting to an issued share capital of €2 million). All ordinary shares have been issued and paid up.

2020

2019

30 June

31 December

Opening balance

61,206,450

43,218,234

Issued during the year:

Capital raise in form of accelerated bookbuilding

4,600,000

8,350,000

Equity payment for German Businesses

-

9,500,000

Equity payment for Just Eat

82,843,120

-

ESOP shares vested

43,522

101,300

ESOP options exercised

26,456

36,916

Closing balance

148,719,548

61,206,450

The 87.5 million ordinary shares issued during the period mainly relate to the issuance of 4.6 million shares with a value of €400 million by means of an accelerated bookbuild in April 2020 as well as issuance of a total of 82.8 million ordinary shares for the combination of Just Eat and Takeaway.com. The total issuance costs for the accelerated bookbuild offering amounted to €6 million. In addition, in 2020 ordinary shares were issued due to the vesting of shares and the exercise of share options under share plans.

10. Non-current borrowings

The non-current borrowings consist of:

2020

2019

in millions €

30 June

31 December

2019 convertible notes (2,500 notes at €100,000 par value)

222

223

2020 convertible notes (3,000 notes at €100,000 par value)

245

-

Revolving credit facility

9

-

Borrowings

476

223

On 30 April 2020, the Company issued convertible bonds at 100% of their nominal value. The bonds have an interest rate of 1.25% payable semi-annually in arrears in equal instalments on 30 April and 30 October each year, commencing on 30 October 2020. The bonds have a maturity of six years and a minimum denomination of €100,000 each. The set factor conversion price of the convertible bond was set at €121.80, representing a conversion premium of 40% above the issue price per new share.

27

in millions €

H1 2020

Proceeds from issue of convertible notes (3,000 notes at €100,000 par value)

300

Transaction costs

(6)

Net proceeds

294

Amount classified as equity (net of transaction costs of €966 thousand)

(51)

Accrued interest

2

Carrying amount of liability at 30 June 2020

245

The notes are convertible into 2,463 thousand ordinary shares of the Company in April 2025 at the option of the holder, which is a rate of 821 shares for every convertible note; unconverted notes become repayable on demand.

The convertible bond may be converted into ordinary shares of the Company. The Company will have the option to redeem all, but not some only, of the convertible bonds at their principal amount plus any accrued interest from 15 May 2023 (being the day falling three years and fifteen days after the Issue Date), should the value of an ordinary share of the Company exceed 150% of the conversion price over a certain period, and from 15 May 2024 (being the day falling four years and fifteen days after the Issue Date), should the value of an ordinary share of the Company exceeds 130% of the conversion price over a certain period. At early redemption notice bondholders have the option to convert the bonds into ordinary shares.

11. Investments in Associates and Joint ventures

An associate is an entity over which we have significant influence. Significant influence is where we have the power to participate in the financial and operating policy decisions of the investee, but do not control or have joint control over those decisions. A joint venture is an entity where we hold control jointly with a third party.

The considerations made in determining significant influence and sharing of control are similar to those necessary to determine control over subsidiaries.

The results, assets and liabilities of associates and joint ventures are incorporated in these financial statements using the equity method of accounting.

The investment in an associate or joint venture is initially recognised at cost. At the acquisition date, any excess of the cost of acquisition over our share of the net fair value of the identifiable assets and liabilities of the associate is recognised as goodwill. Goodwill is included within the carrying amount of the investment. Under the equity method, the carrying amount of the investment is adjusted to recognise changes in our share of net assets subsequent to acquisition. The consolidated income statement reflects our share of the results of operations of the associates and joint ventures. Any change in other comprehensive income of those investees is presented as part of consolidated other comprehensive income. In addition, when there has been a change recognised directly in the equity of the investee, our share of any changes is recognised, when applicable, in the consolidated statement of changes in equity. Profits and losses resulting from transactions between us and our associates or joint ventures are eliminated to the extent of our interest in the associate.

As a result of the Just Eat acquisition, the Company has investments in two associates, iFood Holdings B.V. ("iFood") and IF-JE Holdings B.V. ("IF-NL"), and a joint venture, El Cocinero a Cuerda SL ("ECAC").

Both investments in associates are 33% owned, with the remaining 67% owned by Movile Internet Movel S.A. (Movile), or parties connected to Movile. Both entities are accounted for using the equity method as the Company is considered to have significant influence through representation on the companies' board of directors and through the voting rights given by share ownership. Only iFood is considered to be material. iFood operates a marketplace for online food delivery. iFood is incorporated and has its principal place of

28

business in Brazil, an area of significant growth potential and complementary to our strategic objectives. IF- NL is a holding company with its principal place of residence in the Netherlands.

The joint venture ECAC is the primary investment of IF-NL, a Mexican online food marketplace business. IF- NL owns 49% of ECAC, the remaining 51% is owned directly by Just Eat Takeaway.com.

During the current and comparative periods, no dividends have been received from associated undertakings. Funding payments were made to iFood of €44 million and €6 million to ECAC following the Just Eat acquisition.

12. Basic and diluted loss per share

Weighted average numbers of ordinary shares

The weighted average numbers of ordinary shares used in the calculation of basic and diluted loss per share are as follows:

H1 2020

H1 2019

For the purpose of basic loss per share

132,010,223

54,427,522

For the purpose of diluted loss per share

132,010,223

54,427,522

13. Related party transactions

Key management personnel's long-term incentives

Amounts recognised as long-term incentive costs during the period in respect of key management personnel were €1.4 million (H1 2019: €0.3 million).

Other transaction with related parties

Funding payments of €50 million were made in the first six months of 2020, compared with €nil for 2019. Payments of €44 million were made to iFood and €6 million to our Mexican joint venture. Other than these, there were no significant related party transactions in the six month period ended 30 June 2020.

14. Contingent liabilities

Possible gig economy class action

In 2018, a courier filed a statement of claim alleging that all couriers providing services on the SkipTheDishes network in Canada are employees and not independent contractors. It is difficult to assess the merits or potential quantum with certainty and we have involved external legal counsel to assist us in concluding that a successful claim against us is not probable.

EU state aid

In 2019, the European Commission ("EC") published its final decision regarding a state aid investigation into the Group Financing Exemption contained within the United Kingdom's Controlled Foreign Company ("CFC") legislation. The final decision confirmed the European Commission believed the Financing Exemption did constitute illegal state aid if certain criteria were met. We have applied to the Court of Justice of the European Union ("CJEU") to annul the decision. The UK government, along with a number of other affected companies, has submitted similar annulment applications. The maximum potential cash exposure has been calculated to be €17 million, plus €1 million interest, should the EC's decision be upheld. On 17 December 2019, a discovery assessment from HMRC was received in relation to state aid, covering the period to 31 December 2015, for €2 million. On the basis that we believe that it is more likely than not that the EC's decision will be annulled by the CJEU, nothing has been recognised on the balance sheet in relation to this assessment.

15. Events after the reporting period

There have been no events subsequent to the balance sheet date that require disclosure.

29

Key Performance Indicators

2020

2019

2019

2018

30 June

30 June

31 December

31 December

Restaurants ('000)

207

157

173

138

Active Consumers (in millions)

54

44

48

40

Like-for-like1

Total orders (in millions)

H1 2020

H1 2019

2019

2018

United Kingdom

77

65

133

123

Germany

49

28

69

33

Canada

37

23

48

31

Netherlands

23

18

38

33

Rest of the World

71

61

125

90

Total Orders

257

195

413

310

Like-for-like1

Average order value (€)

H1 2020

H1 2019

2019

2018

United Kingdom

23.08

21.29

21.36

20.63

Germany

22.27

20.74

20.90

20.39

Canada

20.99

20.00

20.22

20.50

Netherlands

23.38

21.32

21.42

20.61

Rest of the World

21.44

19.81

19.82

21.09

Average Order Value

22.20

20.60

20.69

20.72

Like-for-like1

Total GMV (€ million)

H1 2020

H1 2019

2019

2018

United Kingdom

1,772

1,380

2,839

2,533

Germany

1,096

579

1,452

665

Canada

776

466

978

630

Netherlands

534

394

814

674

Rest of the World

1,524

1,194

2,469

1,927

Total GMV

5,702

4,013

8,552

6,429

1 The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2018 to provide comparable information for the full six month period

30

Key Financial Indicators

Like-for-like1

Key Financial Indicators (in millions )

H1 2020

H1 2019

2019

2018

Revenue

1,031

715

1,557

1,115

United Kingdom

303

236

509

436

Germany

161

80

205

83

Canada

228

154

325

201

Netherlands

80

57

119

96

Rest of the World

259

188

399

299

Gross profit

630

472

1,009

813

Marketing expenses

(165)

(164)

(316)

(282)

Adjusted EBITDA

177

76

217

188

United Kingdom

127

87

213

230

Germany

58

(1)

19

(24)

Canada

29

2

24

(10)

Netherlands

38

31

64

59

Rest of the World

7

5

17

16

Head office

(82)

(48)

(120)

(83)

Loss for the period

(158)

(27)

(96)

(112)

1 The Just Eat business was consolidated from 15 April 2020. These figures are presented as if the combination was completed on 1 January 2018 to provide comparable information for the full six month period

31

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Just Eat Takeaway.com NV published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2020 05:02:15 UTC