Cat Rock Capital Releases Presentation on Grubhub and Just Eat Takeaway.com

Grubhub Has Significant Intrinsic and Strategic Value to Long List of Logical Owners

US Same-Day Delivery a $2.6 trillion Addressable Market with 79% Annual Growth

Grubhub One of Only Four Independent Scaled Same-Day Delivery Platforms in US

Clear Case for Just Eat Takeaway.com to Focus on European Same-Day Delivery Opportunity

Research Published for Benefit of Just Eat Takeaway.com Shareholders and Board

Cat Rock Capital Management LP (together with its affiliates and controlling persons, “Cat Rock Capital”), a long-term oriented investment firm and holder of approximately 14.0 million shares in the capital of Just Eat Takeaway.com NV (“Just Eat Takeaway.com”, “JET”, or “the Company”) (LSE: JET, AMS: TKWY, NASDAQ: GRUB), representing circa 6.5% of Just Eat Takeaway.com’s outstanding shares, today published a presentation on the strategic value of Grubhub and its implications for Just Eat Takeaway.com. The presentation is available for download at JustEatMustDeliver.com.

Alex Captain, Founder and Managing Partner, Cat Rock Capital Management LP, commented:

“As one of Just Eat Takeaway.com’s largest and longest-standing shareholders, we shared our view last month that JET should refocus its business on Europe and unlock the significant value of Grubhub through consolidation with a US-focused company.

“Since sharing our views last month, we have had a productive dialogue with JET management. We agree with the Company’s intention to participate in US consolidation and favor timely action that refocuses JET on its enormous European same-day delivery opportunity.

“Today, we are sharing our research on the significant strategic opportunities for Grubhub publicly for the benefit of JET’s shareholders and Board. Cat Rock has spent over six years researching the online food delivery sector and has been a shareholder of JET and its predecessor companies for over four years. Our views on JET’s strategy reflect our enthusiasm for the Company’s long-term prospects and value assuming focused execution and pragmatic strategic action.

“Same-day delivery is the future of e-commerce globally. In the US alone, same-day delivery has a $2.6 trillion addressable market and has been growing at 79% per year since 2017.⁽¹⁾

“Grubhub is one of only four scaled independent same-day delivery networks in the United States, which gives it significant strategic and intrinsic value. Today, Grubhub has over 32 million customers generating ~$10 billion of sales,⁽²⁾ a partner base of over 300,000 restaurants,⁽³⁾ and a logistics network consisting of ~200,000 couriers delivering ~$7 billion of food across over 4,000 cities.⁽⁴⁾

“Same-day delivery allows physical retailers to offer faster delivery times than traditional e-commerce players, making them far more competitive as consumers increasingly shop online.

“Grubhub’s same-day logistics network across over 4,000 US cities has incredible value to a broad range of e-commerce and physical retailers,⁽⁵⁾ including Amazon.com, Walmart, Target/Shipt, Instacart, and Kroger, among others. Moreover, Grubhub’s restaurants and customers also have significant value to a broad range of US-focused technology companies like Uber, Lyft, Booking.com, Square, and Toast.

“The pace of change in online food delivery is staggering, particularly as the COVID-19 pandemic altered consumer behavior and unlocked enormous new market opportunities. JET should adapt its strategy to the changes that have occurred in the 17 months since announcing the Grubhub deal, which have increased the strategic value of same-day logistics platforms and expanded the addressable market for online food delivery.

“We believe Just Eat Takeaway.com should act expeditiously to refocus its business on Europe, where it is the clear market leader in online food delivery and best-positioned to capture the incredibly large same-day delivery opportunity.

“We welcome continued dialogue with Just Eat Takeaway.com’s Board and shareholders regarding our research and perspectives. With focused execution, JET will be the future of same-day delivery in Europe, and we could not be more excited about the Company’s prospects.”

The Cat Rock presentation and past releases are available at JustEatMustDeliver.com.

White & Case LLP and Loyens & Loeff N.V. serve as legal advisor to Cat Rock Capital.

About Cat Rock Capital Management LP

Cat Rock Capital Management LP is a long-term focused investment firm that manages capital on behalf of pension funds, endowments, foundations, and other institutional investors. It seeks to invest in a select number of high-quality companies, with a long-term approach that emphasizes deep fundamental research. Cat Rock Capital is based in Connecticut, USA and was founded in 2015 by Alex Captain.

Notes

(1) According to CRC calculations; sales figure based on 2021 estimated online sales as per eMarketer (April 2021) and estimated addressable offline sales as per Morgan Stanley report, “Why Amazon Same-Day May Be Coming, and the On-Demand Battle is Set to Begin,” 2 June 2021; growth rate based on CRC estimated growth in same-day delivery sales; same-day delivery sales include estimated sales for Amazon Restaurants, Caviar, DoorDash, Eat24, Grubhub, Postmates, Uber Eats, Waitr, Yelp, Amazon Fresh, Fresh Direct, Instacart, Kroger, Prime Now, Shipt (Target), Walmart Grocery, Whole Foods Prime, GoPuff; DoorDash sales based on reported Marketplace GOV, as per Company filings and Visible Alpha consensus (for 2021 estimate); Grubhub sales based on reported Gross Transaction Value, as per Company filings and Visible Alpha consensus (for 2021); Gopuff sales according to The Information, “Gopuff Revenue Triples, but Growing Competition to Test Expansion,” 26 April 2021; other company sales based on sales estimates from YipitData; Amazon and Walmart sales include all online grocery deliveries, whether they be same-day deliveries or not, but exclude general merchandise items delivered same-day.

(2) Number of customers as per JET Capital Markets Day presentation dated 21 October 2021; sales represent 3Q21 annualized Gross Transaction Value as per JET Q3 2021 trading update.

(3) JET Capital Markets Day presentation dated 21 October 2021.

(4) Number of couriers based on CRC estimate; food value based on Gross Transaction Value and logistics mix as per JET Q3 2021 trading update; number of cities as per JET June 2021 investor presentation.

(5) JET June 2021 investor presentation.

DISCLAIMER

Cat Rock Capital Management LP and certain of its affiliates and controlling persons (collectively, “Cat Rock Capital”), is publishing this announcement solely for the information of other shareholders in Just Eat Takeaway.com NV (“Just Eat Takeaway.com”). This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance. This announcement is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this announcement constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in Just Eat Takeaway.com or any other company by Cat Rock Capital or any fund or other entity managed directly or indirectly by Cat Rock Capital in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. This announcement is not intended to provide the sole basis for evaluation of, and does not purport to contain all information that may be required with respect to, any potential investment in the Company. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under the UK Financial Services and Markets Act 2000. To the best of Cat Rock Capital’s ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources that Cat Rock Capital believes to be accurate and reliable. However, such information is presented “as is”, without warranty of any kind, whether express or implied, and Cat Rock Capital has not independently verified the data contained therein. All expressions of opinion are subject to change without notice, and Cat Rock Capital does not undertake to update or supplement any of the information, analysis and opinion contained herein. This announcement, and its content, distribution and use, is subject to the terms specified at www.JustEatMustDeliver.com.

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements and information that are based on Cat Rock Capital’s beliefs, as well as assumptions made by, and information currently available to, Cat Rock Capital. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “project” and similar expressions (or their negative) are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of Just Eat Takeaway.com or any other company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Cat Rock Capital herein are based on assumptions that Cat Rock Capital believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by Cat Rock Capital or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Neither Cat Rock Capital nor any of its directors, officers, employees, advisers or representatives shall have any liability whatsoever (for negligence or misrepresentation or in tort or under contract or otherwise) for any loss howsoever arising from any use of information presented in this announcement or otherwise arising in connection with this announcement. Any historical financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in this announcement should be relied upon as a promise or representation as to the future. Nothing in this announcement should be considered as a profit forecast.

PERMITTED RECIPIENTS

In relation to the United Kingdom, this announcement is being issued only to, and is directed only at, (i) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of Just Eat or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Permitted Recipients”). Persons who are not Permitted Recipients must not act or rely on the information contained in this announcement.

DISTRIBUTION

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. The distribution of this announcement in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions. Cat Rock Capital disclaims all responsibility where persons access this announcement in breach of any law or regulation in the country of which that person is a citizen or in which that person is residing or is domiciled. Cat Rock Capital is subject to supervision by, and registered with, the U.S. Securities and Exchange Commission.

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