Just Eat Takeaway com N : Shareholder circular containing the agenda and convocation of the EGM 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This document is a circular for the purposes of Rule 13 of the Listing Rules. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, lawyer, accountant or other independent financial advisor authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial advisor in the relevant jurisdiction.

If you have sold or transferred all of your holding of Just Eat Takeaway.com Shares, please send this Circular and the accompanying documents (other than documents personalised to you), as soon as possible, to the purchaser or the transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or the transferee. However, this Circular should not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holding of Just Eat Takeaway.com Shares, you should retain these documents and contact the bank, stockbroker or other agent through which the sale or transfer was effected.

Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom and the Netherlands should seek appropriate advice before taking any action. The distribution of this Circular and any accompanying documents into jurisdictions other than the United Kingdom and the Netherlands may be restricted by law. Any person not in the United Kingdom or the Netherlands into whose possession this Circular and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Just Eat Takeaway.com N.V.

(Incorporated under the laws of, and domiciled in, the Netherlands with registered number 08142836)

AGENDA AND SHAREHOLDER CIRCULAR:

PROPOSED DISPOSAL OF SHARES IN IFOOD

AND IF-JE HOLDINGS,

PROPOSED TRANSFER OF LISTING,

PROPOSED APPOINTMENTS TO THE MANAGEMENT BOARD

AND THE SUPERVISORY BOARD,

AND

CONVOCATION OF EXTRAORDINARY GENERAL MEETING

You should read the whole of this document and all documents incorporated into it by reference in their entirety. Your attention is drawn to the Explanatory Statement from Just Eat Takeaway.com which is set out in Part III (Explanatory Statement) of this Circular and which recommends that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. Part IV of this document entitled "Risk Factors" includes a discussion of certain risk factors which should be taken into account when considering the matters referred to in this document.

A notice convening an extraordinary general meeting of Just Eat Takeaway.com to be held at Hotel Jakarta, Javakade 766, 1019 SH Amsterdam, the Netherlands at 13:00 CET on 18 November 2022 (the "Extraordinary General Meeting") is set out at Part I (Convocation of Extraordinary General Meeting) of this document, along with the agenda to the Extraordinary General Meeting. The explanatory notes for the Extraordinary General Meeting are set out in Part II (Explanatory Notes for Extraordinary General Meeting) of this document.

This document is a circular relating to: (i) the definitive agreement the Company has entered into with Just Eat Holding, Movile and Prosus pursuant to which Just Eat Holding will dispose of its

33.3259% interest in each of the iFood Companies (the "Transaction"); (ii) the proposed transfer of Just Eat Takeaway.com Shares from the category of a "Premium Listing (commercial company)" on the Official List and to the category of a "Standard Listing (shares)" on the Official List (the "Proposed Transfer of Listing"); and (iii) the appointment of certain members to the Management Board and Supervisory Board. This document has been prepared in accordance with the Listing Rules and approved by the Financial Conduct Authority of the United Kingdom.

This document is not a prospectus and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of Just Eat Takeaway.com since the date of this document or that the information in it is correct as of any subsequent time.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, is acting as financial advisor and sponsor exclusively for Just Eat Takeaway.com in connection with the Transaction and for no one else and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to clients of BofA Securities or for providing advice in connection with the Transaction, the contents of this document or any transaction, arrangement or other matter referred to herein.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as lead financial advisor exclusively for Just Eat Takeaway.com and no one else in connection with the Transaction and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to clients of Lazard or for providing advice in connection with the Transaction or any other matters referred to in this document. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Transaction, this document, any statement contained herein or otherwise.

Oakley Advisory Limited ("Oakley") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as lead financial advisor exclusively for Just Eat Takeaway.com and no one else in connection with the Transaction and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to clients of Oakley or for providing advice in connection with the Transaction.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial advisor exclusively for Just Eat Takeaway.com and no one else in connection with the Transaction and will not be responsible to anyone other than Just Eat Takeaway.com for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in connection with the Transaction.

Apart from the responsibilities, if any, which may be imposed on BofA Securities, Lazard, Oakley or Gleacher Shacklock by FSMA or the regulatory regime established thereunder, neither BofA Securities, Lazard, Oakley or Gleacher Shacklock nor any of their respective affiliates accepts any responsibility whatsoever for, or makes any warranty or representation, express or implied, in respect of, the contents of this Circular, including its accuracy, completeness or verification or concerning any other statement made or purported to be made by any of them, or respectively on their behalf, in connection with the Company or the Transaction and nothing in this Circular is or shall be relied upon as a promise or representation in this respect, whether as to the past or to the future. Each of BofA Securities, Lazard, Oakley and Gleacher Shacklock and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to herein) which they might otherwise have in respect of this Circular or any such statement.

This document is dated 7 October 2022.

CONTENTS

PRESENTATION OF INFORMATION	1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	3
LETTER TO SHAREHOLDERS	4
PART I	CONVOCATION OF EXTRAORDINARY GENERAL MEETING	6
PART II	EXPLANATORY NOTES FOR EXTRAORDINARY GENERAL MEETING	9
PART III	EXPLANATORY STATEMENT	15
PART IV	RISK FACTORS	21
PART V	PRINCIPAL TERMS OF THE PURCHASE AGREEMENT	24
PART VI	HISTORICAL FINANCIAL INFORMATION RELATING TO THE IFOOD
	SHARES	27
PART VII	UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THE
	JUST EAT TAKEAWAY.COM GROUP	28
PART VIII PROFIT FORECAST	33
PART IX	ADDITIONAL INFORMATION	35
PART X	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE	AND
	ADVISORS	49
PART XI	DEFINITIONS	50
ANNEX 1 - KEY DIFFERENCES BETWEEN PREMIUM AND STANDARD LISTING	56

PRESENTATION OF INFORMATION

FORWARD-LOOKING STATEMENTS

This document (including information incorporated by reference into this document) contains or incorporates by reference forward-looking statements concerning Just Eat Takeaway.com, the Group and the iFood Companies that are subject to risks and uncertainties. All statements other than statements of historical fact included in this document may be forward-looking statements. Generally, words such as "will", "may", "should", "could", "estimates", "continue", "believes", "expects", "aims", "targets", "projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each case, their negative or other variations or similar or comparable expressions identify forward-looking statements.

These forward-looking statements are based on the current beliefs, expectations and assumptions of the management of Just Eat Takeaway.com. Although the management of Just Eat Takeaway.com believe that these statements are reasonable, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond Just Eat Takeaway.com's or the iFood Companies' ability to control or estimate precisely. Actual results may differ materially from those expressed in the forward-looking statements. Neither Just Eat Takeaway.com nor the iFood Companies can give any assurance that such forward-looking statements will prove to be correct. You are cautioned not to place undue reliance on these forward-looking statements.

Each forward-looking statement speaks only as of the date of the particular statement. Just Eat Takeaway.com does not undertake any obligation to update or revise publicly any forward-looking statement set out herein, whether as a result of new information, future events or otherwise, except as required by the Financial Conduct Authority, the Listing Rules and the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation, the rules of the London Stock Exchange or otherwise by applicable law.

Important factors that could cause the actual operating results or the financial condition of Just Eat Takeaway.com and/or the Group to differ materially from those expressed or implied by forward-looking statements in this document include, but are not limited to, the factors indicated in Part IV (Risk Factors) of this document.

The statements above relating to forward-looking statements should not be construed as a qualification to the working capital statement set out in paragraph 10 of Part IX (Additional Information) of this document.

PRO FORMA FINANCIAL INFORMATION

In this document, any reference to "pro forma" financial information is to information which has been extracted without adjustment from the unaudited financial information contained in Part VII (Unaudited Pro Forma Financial Information relating to the Just Eat Takeaway.com Group) of this document.

The unaudited pro forma financial information has been prepared for illustrative purposes only and, by its nature, addresses a hypothetical situation. It does not, therefore, represent the Group's actual financial position or results. Future results of operations may differ materially from those presented in the unaudited pro forma financial information due to various factors.

ROUNDING

Percentages in tables have been rounded and accordingly may not add up to 100%. Certain financial data has also been rounded. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.

CURRENCY

Unless otherwise indicated, all references in this document to "euro", "EUR" or "€" are to the lawful currency of the European Economic and Monetary Union. Just Eat Takeaway.com prepares its financial statements in euro. Unless otherwise indicated, all references in this document to "US dollars", "USD", "USD$", "US$" or "$" are to the lawful currency of the United States of America. Unless otherwise indicated, all references in this document to "sterling", "pounds sterling", "GBP" or "£" are to the lawful currency of the United Kingdom.

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NO PROFIT FORECASTS OR ESTIMATES

Unless otherwise stated, no statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per share for Just Eat Takeaway.com or the Group for the current or future financial years would necessarily match or exceed the historical published figures.

INCORPORATION BY REFERENCE

The content of Just Eat Takeaway.com's website and the content of any website accessible from hyperlinks on Just Eat Takeaway.com's website, is not incorporated into, and does not form part of, this document and investors should not rely on such information. This is without prejudice to the documents incorporated by reference into this document (as set out in paragraph 16 of Part IX (Additional Information)) which will be made available on Just Eat Takeaway.com's website.

DEFINITIONS

Capitalised terms have the meaning ascribed to them in Part XI (Definitions) of this Circular.

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