Year ended 31 December
		2020				2019				2018
		(€'000,000, except per share data)
Revenue			2,042				416				232
Operating loss			(107	)			(78	)			-	(1)
Total comprehensive loss for the period			(185	)			(103	)			(14	)
Earnings/Loss per share(2)			(1.07	)			(1.99	)			(0.32	)

(1)	The Just Eat Takeaway.com Group did not report operating loss as a metric over the year ended 31 December 2018.

(2)	Basic and diluted loss per share.

		As at 31 December
		2020				2019				2018
		(€'000,000)
Total assets			10,355				1,659				417
Total shareholders' equity			8,499				1,133				139

		Year ended 31 December
Consolidated cash flow data		2020				2019				2018
		(€'000,000)
Net cash used in operating activities			177				(64	)			(3	)
Net cash used in investing activities			15				(497	)			(130	)
Net cash generated by financing activities			292				520				133
Net (decrease) / increase in cash and cash equivalents			484				(41	)			(0	)

		Year ended 31 December
		2019				2018(2)				2018(3)
		(£m)
Revenue			997.3				779.5				781.2
Gross profit			620.6				562.6				566.5
Profit/Loss for the period			(159.2	)			79.9				83.3
Earnings/Loss per share (pence)(1)			(23.4	)			12.1				12.1

(1)	Basic and diluted loss per share.

(2)	As reported in the Just Eat Group's consolidated financial statements for the year ended 31 December 2018 and extracted from Note 2 to the Just Eat Group's consolidated financial statements for the year ended 31 December 2019.

(3)	As restated and extracted from the comparative information of the Just Eat Group's consolidated financial statements for the year ended 31 December 2019.

		As at 31 December
		2019				2018(1)				2018(2)
		(£m)
Total assets			1,195.7				1,233.7				1,227.1
Equity attributable to shareholders of the Just Eat Group			631.5				790.9				795.9

(1)	As reported in the Just Eat Group's consolidated financial statements for the year ended 31 December 2018 and extracted from Note 2 to the Just Eat Group's consolidated financial statements for the year ended 31 December 2019.

(2)	As restated and extracted from the comparative information of the Just Eat Group's consolidated financial statements for the year ended 31 December 2019.

		Year ended 31 December
Consolidated cash flow data		2019				2018(1)				2018(2)
		(£m)
Net cash from operating activities			100.8				157.3				170.9
Net cash used in investing activities			(276.5	)			(348.7	)			(357.0	)
Net cash generated from financing activities			151.2				111.5				106.1
Net (decrease) / increase in cash and cash equivalents			(24.5	)			(79.9	)			(80.0	)

(1)	As reported in the Just Eat Group's consolidated financial statements for the year ended 31 December 2018 and extracted from Note 2 to the Just Eat Group's consolidated financial statements for the year ended 31 December 2019.

(2)	As restated and extracted from the comparative information of the Just Eat Group's consolidated financial statements for the year ended 31 December 2019.

		Year ended 31 December
		2020				2019				2018
		($'000, except per share data)
Revenues			1,819,982				1,312,151				1,007,257
Income (loss) from operations			(148,970	)			(6,283	)			84,963
Net income/loss (1)			(155,861	)			(18,566	)			78,481
Net income (loss) per share attributable to common stockholders			(1.69	)			(0.20	)(2)			0.88	(2)

(1)	Attributable to common stockholders.

(2)	Basic net income (loss) per share attributable to common stockholders.

		As at 31 December
		2020				2019				2018
		($'000)
Total assets			2,388,919				2,374,978				2,065,708
Total equity			1,416,797				1,493,570				1,442,339

		Year ended 31 December
Consolidated cash flow data		2020				2019				2018
		($'000)
Net cash provided by operating activities			134,994				182,622				225,527
Net cash provided by (used in) investing activities			(124,747	)			(148,417	)			(594,004	)
Net cash provided by (used in) financing activities			(27,271	)			129,267				346,685
Net (decrease) / increase in cash and cash equivalents			(17,024	)			163,472				(21,792	)

						Adjustments
		Just Eat Takeaway.com Group				Grubhub Group				Grubhub Group Transaction Accounting Adjustments				Unaudited pro forma Enlarged Group
		(€m)
Total assets			10,355				1,928				5,641				17,924
Total equity			8,504				1,137				4,864				14,505

						Adjustments												Adjustments
		Just Eat Takeaway. com Group				Just Eat Group (1)				Just Eat Acquisition Transaction Accounting Adjustments				Unaudited pro forma Just Eat Takeaway.com Group				Grubhub Group				Grubhub Group Transaction Accounting Adjustments				Unaudited pro forma Enlarged Group
		(€m)
Revenues			2,042				359				-				2,401				1,596				-				3,997
Operating loss			(107	)			(73	)			(26	)			(206	)			(143	)			(117	)			(466	)
Loss for the period			(151	)			(110	)			(21	)			(282	)			(178	)			(99	)			(559	)

(1)	For the period 1 January 2020 to 15 April 2020.

•	The implementation of the Transaction is subject to the satisfaction or waiver, where applicable, of a number of conditions.

•

The Transaction subjects the Enlarged Group and its investors to potential significant risks as a result of the integration process, and adherence to additional regulatory requirements, and no assurance can be given that the integration process will deliver all or substantially all of the expected benefits.

•

Uncertainties associated with the Transaction may cause a loss of the Grubhub Group's senior management personnel and other key employees, which could have an adverse effect on the results of operations, business and financial position of the Grubhub Group and, following Completion, the Enlarged Group.

•

Each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not be able to establish, maintain or expand its leadership positions and establish, maintain or increase its profitability in some or all of the jurisdictions in which it currently operates, including as a result of competition.

•	If the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group do not continue to innovate or otherwise meet consumer expectations, they may not remain competitive and their businesses and results of operations could suffer.

•

The success of each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group depends on their reputation and the reputation and consumer awareness of their brands, which may be negatively impacted by negative publicity relating to them, any of their brands, the restaurants on their platforms or the food delivery industry in general.

•

Each of the Just Eat Takeaway.com Group and the Grubhub Group relies on, and following Completion, the Enlarged Group will rely on, the skills and experience of its management and other key personnel, and the loss of any of these team members and qualified personnel could have a material adverse impact on business operations.

•

Any disruptions to each of the Just Eat Takeaway.com Group's, the Grubhub Group's and, following Completion, the Enlarged Group's IT systems and related infrastructure, including due to system outages or supply chain failures affecting telecommunications, internet providers, payment service providers or technology manufacturers upon which they depend, may adversely affect their performance.

•	Compromised security measures and performance failures due to hacking, viruses, fraud and other malicious attacks could adversely affect the Just Eat Takeaway.com Group's, the Grubhub Group's and, following Completion, the Enlarged Group's reputation.

•

The Just Eat Takeaway.com Group's, the Grubhub Group's and, following Completion, the Enlarged Group's entry into new business areas or markets may not be successful and may expose the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group to additional risks and uncertainties.

•	Each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may be unable to integrate successfully or achieve the expected benefits of any prior or future acquisitions, or may be unable to identify and acquire suitable acquisition candidates.

•

The Just Eat Takeaway.com Group's and the Grubhub Group's operations are and will be subject to, and following Completion, the Enlarged Group's operations will be subject to, numerous legal and regulatory regimes and their businesses could be harmed by changes to, or interpretation or application of, the laws and regulations of each of the jurisdictions in which they operate.

•

The Just Eat Takeaway.com Group and the Grubhub Group face, and following Completion the Enlarged Group will face, risks associated with the independent contractor model, which is subject to evolving government regulation of, and judicial intervention in, the "gig economy". Changes in government regulation of or successful challenges to the independent contractor model used by the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group in certain markets may require the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group to change their existing business models and operations.

•

To the extent that the Just Eat Takeaway.com Group's and, following Completion, the Enlarged Group's cash flow demands may change in executing their growth strategies in the medium to long-term, they will be more dependent on external sources of capital, and access to such additional sources could be restricted for a variety of reasons.

•

Future issuances of Just Eat Takeaway.com Shares, Just Eat Takeaway.com American depositary shares representing Just Eat Takeaway.com Shares or debt securities convertible into Just Eat Takeaway.com Shares, or the perceived likelihood thereof, could lower the market price of New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs and adversely affect Just Eat Takeaway.com's ability to raise capital in the future. Further share issuances could also dilute the interests of holders of New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs.

Announcement of the Transaction	10 June 2020
Convocation of Extraordinary General Meeting	25 August 2020
Extraordinary General Meeting to approve the Transaction and authorize the issue of Just Eat Takeaway.com Shares	14:00 CET on 7 October 2020
Publication of this Prospectus	12 May 2021
Effectiveness of the Form F-4	12 May 2021
Grubhub Stockholder Meeting to approve the Transaction	10 June 2021
Completion of the Transaction	H1 2021
Admission to listing and trading of New Just Eat Takeaway.com Shares on Euronext Amsterdam	H1 2021
Admission of New Just Eat Takeaway.com Shares to listing on the UK Official List and to trading on the London Stock Exchange's main market for listed securities	H1 2021
Admission of the New Just Eat Takeaway.com ADSs to listing and trading on Nasdaq	H1 2021

(i).	the approval of the Merger Agreement proposal by holders of a majority of the outstanding Grubhub Shares entitled to vote as of the Grubhub record date;

(ii).

the approval for listing of the American depositary shares representing the New Just Eat Takeaway.com Shares (the "New Just Eat Takeaway.com ADSs") on the New York Stock Exchange ("NYSE") or the Nasdaq Global Select Market ("Nasdaq") (the "ADS Admission") (subject to official notice of issuance);

(iii).

the approval for admission of New Just Eat Takeaway.com Shares to listing on the UK Official List and to trading on the London Stock Exchange's main market for listed securities, and to listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange, subject in each case only to the issue of such New Just Eat Takeaway.com Shares upon Completion;

(iv).

the absence of a material adverse effect on Just Eat Takeaway.com or Grubhub, respectively, since the date of the Merger Agreement;

(v).	the absence of any legal restraints that prevent, make illegal or prohibit Completion or the issuance of the merger consideration;

(vi).

effectiveness (1) declared by the SEC of the Registration Statement, (2) declared by the SEC of the registration statement on Form F-6 relating to New Just Eat Takeaway.com ADSs (the "ADS Registration Statement") and (3) of the registration statement on Form 8-A relating to the registration under the Exchange Act of the New Just Eat Takeaway.com ADSs to be issued as the merger consideration (and

(vii).

the approval of this Prospectus by the AFM and FCA, in each case if then applicable, and if then applicable, the AFM's approval of this Prospectus having been notified to the FCA in accordance with applicable rules and regulations;

(viii).

accuracy of the representations and warranties made in the Merger Agreement by the other parties, subject to certain exceptions; and

(ix).

performance by the other parties in all material respects of all obligations required to be performed by them under the Merger Agreement that are required to be performed on or prior to Completion.

•

the Just Eat Takeaway.com Group may experience negative reactions from the financial markets, its shareholders and its other stakeholders, including negative impacts on the market price of its securities;

•

the Just Eat Takeaway.com Group may experience negative reactions from its consumers, restaurant partners and employees of the Just Eat Takeaway.com Group;

•

the Just Eat Takeaway.com Group will be required to pay its costs relating to the Transaction, whether or not Completion occurs;

•

the Just Eat Takeaway.com Group may be required to pay the Grubhub Group a cash termination fee of $144 million as prescribed by the Merger Agreement;

•

the Merger Agreement places certain restrictions on the conduct of the business of the Just Eat Takeaway.com Group prior to Completion, which may have prevented the Just Eat Takeaway.com Group from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities between the signing of the Merger Agreement and the abandonment of the Transaction;

•

matters relating to Transaction preparation (including integration planning) require substantial commitments of time and resources by Just Eat Takeaway.com management, which may result in the distraction of Just Eat Takeaway.com's management from ongoing business operations between the signing of the Merger Agreement and the abandonment of the Transaction; and

•

the Just Eat Takeaway.com Group may be subject to litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against Just Eat Takeaway.com to perform its obligations under the Merger Agreement.

1.

Adjusted EBITDA: Adjusted EBITDA, as used by the Just Eat Takeaway.com Group, is defined as profit or loss for the period before depreciation and amortization, finance income and expense, share-based payments, share of results of associates and joint ventures, acquisition and integration related expenses, income tax expense and other gains and losses, and, when presented at the segment level, which represents the Just Eat Takeaway.com Group's measure of segment performance under IFRS 8,

2.	Adjusted EBITDA Margin: Adjusted EBITDA as a percentage of revenue (as defined in the statement of profit or loss and other comprehensive income or loss) for the relevant period.

		Year ended 31 December
		2020				2019				2018
		(€'000,000, except EBITDA Margin)
Adjusted EBITDA(1)			191				12				(11	)
Adjusted EBITDA Margin			9	%			3	%			(5	)%

(1)	The following table reconciles the loss before income tax to Adjusted EBITDA

		Year ended 31 December
		2020				2019				2018
		(€'000,000)
Loss before income tax			(147	)			(88	)			(35	)
Share based payments			23				3				3
Finance income			(3	)			0				-
Finance expenses			29				16				1
Share of results of associates and joint ventures			16				-				-
Other gains and losses			(2	)			(6	)			-
Share of loss joint ventures			-				-				0
Depreciation and amortization expenses			172				38				8
Non-recurring items(1)			102				49				12
Adjusted EBITDA			191				12				(11	)

(1)	Non-recurring items mainly relate to acquisition-related costs and integration-related costs, which mainly relate to expenditures for external professionals on acquisitions (such as consultants, legal advisors, bankers etc.) and integration of the acquired business and employees.

Date		Euro				U.S. dollar (High)				U.S. dollar (Low)				U.S. dollar (Average)				U.S. dollar (Period end)
First quarter of 2021			1.00				1.2327				1.1717				1.2051				1.1730
2020			1.00				1.2298				1.0688				1.1472				1.2216
2019			1.00				1.1543				1.0899				1.1178				1.1213
2018			1.00				1.2510				1.1218				1.1782				1.1467

		Just Eat Takeaway.com Shares				Grubhub Shares				Implied Per Share Value of Merger Consideration
9 June 2020		€	98.60			$	57.92			$	75.15

•	were not intended as statements of fact, but rather as a way of allocating the risk between the parties to the Merger Agreement if those statements prove to be inaccurate;

•	have been qualified in some cases by certain confidential disclosures that were made by each party in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement; and

•	may apply standards of materiality in a way that is different from what may be viewed as material by Just Eat Takeaway.com Shareholders or Grubhub Stockholders.

•	Each issued and outstanding share of capital stock of Merger Sub I will be converted into and become one validly issued, fully paid and non-assessable share of Grubhub;

•	Each Grubhub Share held in treasury or owned by Just Eat Takeaway.com or any of its subsidiaries (including Merger Sub I and Merger Sub II) will be cancelled, retired and cease to exist, and no merger consideration will be delivered in exchange therefor; and

•

Each issued and outstanding Grubhub Share will cease to be outstanding, be cancelled and cease to exist and will automatically be converted into one share of common stock, par value $0.0001 per share, of the initial surviving company (the "initial surviving company stock"), and each such share of initial surviving company stock will immediately thereafter be automatically exchanged for the right to receive (1) New Just Eat Takeaway.com ADSs representing 0.6710 Just Eat Takeaway.com Shares, plus (2) cash in lieu of fractional New Just Eat Takeaway.com ADSs, plus (3) any dividends or other distributions to which such holder is entitled pursuant to the Merger Agreement, and otherwise subject to adjustments to prevent dilution in accordance with the Merger Agreement.

•	organization, standing, corporate power, ownership of subsidiaries and organizational documents;

•	capital structure, including the number of shares of capital stock of Grubhub and equity-based awards outstanding;

•	Grubhub's authority to execute and deliver and, subject to the Grubhub Stockholder Approval, perform its obligations under, and to complete the transactions contemplated by, the Merger Agreement, and the enforceability of the Merger Agreement against Grubhub;

•

absence of conflicts with, or violations of, organizational documents (subject to the Grubhub Stockholder Approval), applicable law and certain contracts as a result of Grubhub entering into the Merger Agreement, performing its obligations thereunder, completing the mergers and the other transactions contemplated thereby and compliance with the terms of the Merger Agreement;

•

the determination by the Grubhub Board that: (i) the Merger Agreement and transactions contemplated therein are fair and in the best interest of Grubhub and Grubhub Stockholders, (ii) it was advisable for Grubhub to enter into the Merger Agreement and consummate the transactions contemplated thereby, (iii) the Merger Agreement is adopted and the execution, delivery and performance of the Merger Agreement approved, (iv) the Grubhub Board recommends that the Grubhub Stockholders adopt the Merger Agreement and (v) the Merger Agreement be submitted to Grubhub Stockholders for adoption;

•	government consents and approvals required in connection with the transactions contemplated by the Merger Agreement;

•	SEC documents, financial statements, accounting practices, internal controls, disclosure controls, compliance with NYSE listing requirements and absence of undisclosed liabilities;

•

other than in connection with the transactions contemplated by the Merger Agreement and related matters, the conduct of Grubhub and its subsidiaries' business in the ordinary course in all material respects since 31 December 2019 through the date of the Merger Agreement and, since 31 December 2019, Grubhub has not taken certain actions that during the period from the signing of the Merger Agreement until Completion would require Just Eat Takeaway.com's approval under the Merger Agreement;

•	absence of a material adverse effect since 31 December 2019 through the date of the Merger Agreement;

•	absence of certain litigation or other actions pending or, to the knowledge of Grubhub, threatened against Grubhub or any of its subsidiaries;

•	compliance with applicable laws and permits, including sanctions and export control laws;

•	tax matters;

•	employee benefits and labor matters, including matters related to employee benefit plans, and compliance with the Employee Retirement Income Security Act of 1974, as amended;

•	environmental matters;

•	intellectual property matters;

•	inapplicability of "moratorium," "control share acquisition," "fair price," "interested shareholder," "affiliate transaction," "business combination" or other similar antitakeover statutes to the Merger Agreement, the mergers or the other transactions contemplated thereby;

•	owned and leased real property;

•	material contracts;

•	insurance matters;

•	receipt of an opinion from Evercore Group L.L.C., a financial advisor;

•	broker's fees and expenses payable in connection with the mergers;

•	the required vote of the Grubhub Stockholders in favor of the adoption of the Merger Agreement (the "Grubhub Stockholder Approval");

•	accuracy of information supplied or to be supplied in this Prospectus, the Circular and the Registration Statement;

•	compliance with anti-corruption laws; and

•	absence of related party transactions, other than employment-related contracts.

•	organization, standing, corporate power, ownership of subsidiaries and organizational documents;

•	capital structure, including the number of shares of capital stock of Just Eat Takeaway.com and equity-based awards outstanding;

•	authority to execute and deliver and perform their respective obligations under, and to complete the transactions contemplated by, the Merger Agreement, and the enforceability of the Merger Agreement against Just Eat Takeaway.com, Merger Sub I and Merger Sub II;

•

absence of conflicts with, or violations of, organizational documents, applicable law and certain contracts as a result of Just Eat Takeaway.com entering into the Merger Agreement, performing its obligations thereunder, completing the mergers and the other transactions contemplated thereby and compliance with the terms of the Merger Agreement;

•

determination by the Management Board and Supervisory Board that the Merger Agreement and transactions contemplated therein, including the issuance of New Just Eat Takeaway.com ADSs and the New Just Eat Takeaway.com Shares, are fair to and in the best interests of Just Eat Takeaway.com and its business enterprise and that it is advisable for Just Eat Takeaway.com to enter into the Merger Agreement, to adopt the Merger Agreement and approve the execution, delivery and performance by Just Eat Takeaway.com of the Merger Agreement and the transactions contemplated thereby and the recommendation that the Just Eat Takeaway.com Shareholders vote in favor of (1) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a BW, (2) the resolution to delegate authority to the Management Board to issue the New Just Eat Takeaway.com Shares, (3) the terms of the Merger Agreement (the matters in (1)-(3), the "transaction proposals"), (4) the appointment of the Grubhub Management Board nominee to the Management Board and the Grubhub Supervisory Board nominees to the Supervisory Board (the "Grubhub Management Board nominee" and the "Grubhub Supervisory Board nominees" being defined in the section entitled "—The Supervisory Board and Management Board Following the Transaction" and such nominations, collectively, the "board nominations") and (5) the delegation of authority to exclude or limit pre-emptive rights in relation to the issuance of the New Just Eat Takeaway.com Shares (the matter in (5), the "pre-emptive rights authorization");

•	government consents and approvals required in connection with the transactions contemplated by the Merger Agreement;

•

public reports and other documents in compliance with the Listing Rules, FCA rules and regulations, regulations, orders and decrees promulgated under Book 2 BW and the Commercial Registers Act 2007, regulations, orders and decrees promulgated under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) (the "FMSA"), regulations promulgated by the AFM and absence of undisclosed liabilities;

•

other than in connection with the transactions contemplated by the Merger Agreement, the conduct of Just Eat Takeaway.com and its subsidiaries' business in the ordinary course in all material respects, since 31 December 2019 through the date of the Merger Agreement, and, since 31 December 2019, Just Eat Takeaway.com has not taken certain actions that during the period from the signing of the Merger Agreement until Completion would require Grubhub's approval under the Merger Agreement;

•	absence of a material adverse effect since 31 December 2019 through the date of the Merger Agreement;

•	absence of certain litigation or other actions pending or, to the knowledge of Just Eat Takeaway.com, threatened against Just Eat Takeaway.com or any of its subsidiaries;

•	compliance with applicable laws and permits, including sanctions and export control laws;

•	tax matters;

•	employee benefits and labor matters, including matters related to employee benefit plans, and compliance with the Employee Retirement Income Security Act of 1974, as amended;

•	environmental matters;

•	intellectual property matters;

•	inapplicability of "moratorium," "control share acquisition," "fair price," "interested shareholder," "affiliate transaction," "business combination" or other similar antitakeover statutes to the Merger Agreement, the mergers or the other transactions contemplated thereby;

•	material contracts;

•	broker's fees and expenses payable in connection with the mergers;

•	ownership and operations of Merger Sub I and Merger Sub II;

•	absence of share ownership in Grubhub;

•	the required votes of the Just Eat Takeaway.com Shareholders in favor of the transaction proposals and the board nominations (the "Just Eat Takeaway.com Shareholder Approval");

•	accuracy of information supplied or to be supplied in the Registration Statement, the Circular, and this Prospectus;

•	compliance with anti-corruption laws; and

•	absence of related party contracts and transactions, other than employment-related contracts.

•	any effect generally affecting any of the industries or markets in which such party operates;

•	changes in laws or changes in accounting requirements or principles (or changes in interpretation, implementation or enforcement thereof);

•

general economic regulatory or political conditions (or changes therein), including any government shutdown or slowdown, or conditions (or changes therein) in the financial, credit or securities markets (including changes in interest rates, currency exchange rates, monetary policy or fiscal policy), in any country or region in which such party or its subsidiaries conduct business;

•	any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war, curfews, riots, demonstrations or public disorders or any escalation or worsening of acts of terrorism, armed hostilities, war, riots, demonstrations or public disorders;

•

any epidemic, pandemic or disease outbreak (including COVID-19), or any COVID-19 measures or any change in such COVID-19 measures or interpretations thereof. "COVID-19 measures" means any quarantine, "shelter in place," "stay at home," workforce reduction, social distancing, shut down, closure, sequester, safety or similar law, directive, guidelines or recommendations promulgated by any industry group or any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief and Economic Security Act, as signed into law by the President of the United States on 27 March 2020 and the Families First Coronavirus Response Act, as signed into law by the President of the United States on 18 March 2020;

•	the announcement, pendency or performance of the Merger Agreement and transactions contemplated thereby, including the impact on any relationships with consumers, suppliers, distributors, collaboration partners, employees or regulators;

•	the taking of any action expressly required by the Merger Agreement or taken at the written request of, or with the prior consent of, the other party;

•

changes in the market price or trading volume of such person's securities, except that this clause in the Merger Agreement will not prevent or otherwise affect a determination that any change, event, circumstance, occurrence, effect, development or state of facts underlying such change to market prices or trading volumes has resulted in or contributed to a material adverse effect;

•	the failure of such person to meet any internal, analysts' or other earnings estimates or financial projections or forecasts for any period, or any changes in credit ratings and any changes in any analysts

•	with respect to Grubhub only, any litigation or claim brought or threatened against any party or its directors, officers or employees relating to the transactions contemplated by the Merger Agreement and the Voting and Support Agreement.

•

issue, deliver, sell, grant, pledge, dispose of or encumber any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to acquire or subscribe for any shares of its capital stock, or any rights, warrants or options to purchase any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, evidencing the right to acquire or subscribe for or having a value determined by reference to, any shares of its capital stock, except for (1) the issuance of shares of common stock required to be issued pursuant to the exercise of options or the vesting and settlement of restricted stock units ("RSUs") and (2) transactions among Grubhub and its wholly owned subsidiaries not involving any Grubhub securities;

•

redeem, purchase or otherwise acquire any shares of its capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests, except for (1) acquisitions by Grubhub of Grubhub Shares in connection with withholding to satisfy tax obligations with respect to options or RSUs, (2) acquisitions by Grubhub of options or RSUs in connection with the forfeiture of such equity awards or (3) acquisitions by Grubhub of Grubhub Shares in connection with the net exercise of options;

•

(1) establish a record date for, declare, authorize, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests, other than dividends paid by any subsidiary of Grubhub to Grubhub or any wholly owned subsidiary of Grubhub that do not result in the payment of a material amount of tax or directly result in the loss of a material tax asset (excluding an adjustment to the tax basis in the equity of such subsidiary or similar tax asset), (2) adjust, split, combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests or (3) enter into any agreement with respect to the voting of its equity interests;

•

incur any indebtedness except for (1) indebtedness not to exceed $10 million in the aggregate outstanding at any time, (2) indebtedness other than for borrowed money incurred in the ordinary course of business, (3) indebtedness under Grubhub's revolving credit facility not to exceed the maximum amount of the commitments available thereunder as of the date of the Merger Agreement, (4) indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness; provided that (a) the aggregate principal amount of such indebtedness does not exceed the aggregate principal amount of such existing indebtedness (plus the amount of any accrued or unpaid interest or fees related thereto), (b) such indebtedness is on prevailing market terms or terms substantially consistent with, or more beneficial to Grubhub and its subsidiaries than, such existing indebtedness and (c) the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby would not conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of such indebtedness (except to the extent provided in such existing indebtedness) or (5) indebtedness among Grubhub and any of its wholly owned subsidiaries or among any of such subsidiaries;

•	enter into or make any loans, capital contributions or advances to or investments in any person (other than Grubhub or any wholly owned subsidiary of Grubhub) except in the ordinary course of business;

•

sell, assign, pledge, lease (as lessor), license, mortgage, or otherwise subject to any lien (other than certain permitted liens) or otherwise dispose of any of its properties or assets (including intellectual property) that are material to Grubhub and its subsidiaries taken as a whole, except (1) sales of products or services and licenses of intellectual property in the ordinary course of business, (2) dispositions of inventory, equipment or other assets that are not material to the business of Grubhub or any of its subsidiaries or are no longer used or useful in the conduct of the business of Grubhub or any of its subsidiaries or (3) transfers, sales, licenses or other transactions among Grubhub and its wholly owned subsidiaries that do not result in the payment of a material amount of tax or directly result in the loss of a material tax asset (excluding an adjustment to the tax basis in the equity of such subsidiary or similar tax asset);

•	make or authorize capital expenditures except in the ordinary course of business;

•	make any acquisition of the capital stock or assets or division of any other person for consideration in excess of $10 million in any transaction or $30 million in all such acquisitions or enter into or acquire any interest in any joint venture or similar agreement;

•

except as required to comply with any contract or benefit plan of Grubhub or its subsidiaries in effect on the date of the Merger Agreement or to be implemented in accordance with provisions of the Merger Agreement, as contemplated by the terms of the Merger Agreement or, solely in respect of clauses (1) and (2) hereinafter, in the ordinary course of business with respect to individuals whose annualized base compensation is less than $150,000, (1) increase the compensation or benefits of, or grant any awards under any bonus incentive, performance or other compensation arrangements to, any current or former director, officer, employee or other individual service provider of Grubhub or its subsidiaries, (2) terminate or hire any director, officer, employee or other individual service provider of Grubhub or its subsidiaries, other than terminations for "cause" (as reasonably determined by Grubhub in accordance with past practices), (3) establish, adopt, terminate or amend any material benefit plan of Grubhub or its subsidiaries or any collective bargaining agreement or other labor contract of Grubhub or its subsidiaries, (4) take any action to accelerate the vesting or payment of compensation or benefits under any Grubhub benefit plan or (5) grant any severance, retention, change in control or termination compensation or benefits or increase such compensation or benefits;

•

make or change any material tax election, file any material amended tax return, settle or compromise any audit or proceeding relating to taxes that involves a material amount of taxes, or enter into any "closing agreement" within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. law) with respect to any material tax;

•	make any material change to its accounting methods, principles or practices, except as required by changes in U.S. GAAP or applicable laws and regulations or applicable authorities or in connection with the preparation of the Circular or this Prospectus or any amendments or supplements thereto;

•	amend the Grubhub organizational documents or organizational documents of any Grubhub subsidiary;

•	adopt a plan or agreement of complete or partial liquidation, dissolution, reorganization or reincorporation in another jurisdiction;

•	except for actions taken in the ordinary course of business, enter into, modify, amend, waive, fail to enforce (in each case in any material respect), assign or terminate any material contract;

•	enter into, modify or amend any related party transaction that would be required to be disclosed in Grubhub's Form 10-K or in a Grubhub proxy statement pertaining to an annual meeting of shareholders;

•

except as permitted by the Merger Agreement with respect to litigation related to the mergers, waive, release, assign, settle or compromise any claim or action, other than waivers, releases, assignments, settlements or compromises that do not create obligations of Grubhub or any of its subsidiaries other than the payment of monetary damages (1) equal to or lesser than the amounts reserved with respect thereto on Grubhub's consolidated balance sheet as of 31 March 2020 or (2) not in excess of $25 million in the aggregate; or

•	agree in writing to take any of the foregoing actions or fail to take any action that would result in the foregoing.

•

issue, deliver, sell, grant, pledge, dispose of or encumber any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to acquire or subscribe for any shares of its capital stock, or any rights, warrants or options to purchase any shares of its capital stock, or any securities or rights convertible into, exchangeable or exercisable for, evidencing the right to acquire or subscribe for or having a value determined by reference to, any shares of its capital stock, except for (1) the issuance of Just Eat Takeaway.com Shares required to be issued pursuant to the exercise of Just Eat Takeaway.com options or the vesting and settlement of other equity-based awards of Just Eat Takeaway.com, in each case outstanding on the date hereof or granted after the date hereof not in violation of the Merger Agreement, (2) the issuance of Just Eat Takeaway.com options and other equity-based awards of Just Eat Takeaway.com in the ordinary course of business, (3) transactions among Just Eat Takeaway.com and its wholly owned subsidiaries not involving any Just Eat Takeaway.com securities and (4) the issuance of Just Eat Takeaway.com Shares upon conversion of any of the Convertible Bonds in accordance with the terms thereof as in effect as of the date of the Merger Agreement;

•

redeem, purchase or otherwise acquire any shares of its capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests, except for (1) acquisitions by Just Eat Takeaway.com of Just Eat Takeaway.com Shares in connection with withholding to satisfy tax obligations with respect to options, (2) acquisitions by Just Eat Takeaway.com of equity awards (including options) in connection with the forfeiture of such equity awards or (3) acquisitions by Just Eat Takeaway.com of Just Eat Takeaway.com Shares in connection with the net exercise of options;

•

(1) establish a record date for, declare, authorize, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests, other than dividends paid by any subsidiary of Just Eat Takeaway.com to Just Eat Takeaway.com or any wholly owned subsidiary of Just Eat Takeaway.com that do not result in the payment of a material amount of tax or directly result in the loss of a material tax asset (excluding an adjustment to the tax basis in the equity of such subsidiary or similar tax asset), (2) adjust, split, combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests or (3) enter into any agreement with respect to the voting of its equity interests;

•

incur any indebtedness except for (1) indebtedness other than for borrowed money incurred in the ordinary course of business, (2) indebtedness under Just Eat Takeaway.com's revolving credit facility not to exceed the maximum amount of the commitments available thereunder as of the date of the Merger Agreement (including the amount of the uncommitted "accordion feature") (3) indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness of Just Eat Takeaway.com or any of its subsidiaries or of Grubhub or any of its subsidiaries; provided that (a) the aggregate principal amount of such indebtedness does not exceed the aggregate principal amount of such existing indebtedness (plus the amount of any accrued or unpaid interest or fees related thereto), (b) such indebtedness is on prevailing market terms or terms substantially consistent with, or more beneficial to Just Eat Takeaway.com and its subsidiaries than, such existing indebtedness and (c) the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby would not conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of such indebtedness (except to the extent provided in such existing indebtedness), (4) indebtedness incurred to fund any amounts payable in connection with, or as a result of, the transactions contemplated by the Merger Agreement, (5) indebtedness among Just Eat Takeaway.com and any of its wholly owned subsidiaries or among any of such subsidiaries or (6) other indebtedness not to exceed $300 million in the aggregate outstanding at any time;

•	make any acquisition of the capital stock or assets or division of any other person;

•	make any material change to its accounting methods, principles or practices, except as required by changes in IFRS or applicable laws and regulations or applicable authorities or in connection with the registration of Just Eat Takeaway.com Shares to be issued pursuant to the Merger Agreement;

•

amend the Just Eat Takeaway.com organizational documents or, except as would not reasonably be expected to have a material adverse effect on Just Eat Takeaway.com or prevent or materially delay or impair the ability of Just Eat Takeaway.com, Merger Sub I or Merger Sub II to complete the mergers, organizational documents of any Just Eat Takeaway.com subsidiary;

•

adopt a plan or agreement of complete or partial liquidation, dissolution, reorganization or reincorporation in another jurisdiction, other than transactions involving Just Eat Takeaway.com's subsidiaries other than Merger Sub I or Merger Sub II if such transactions would not reasonably be expected to have a material adverse effect on Just Eat Takeaway.com or prevent or materially delay or impair the ability of Just Eat Takeaway.com, Merger Sub I or Merger Sub II to complete the mergers; or

•	agree in writing to take any of the foregoing actions or fail to take any action that would result in the foregoing.

•

initiate, seek, solicit or knowingly encourage (including by way of furnishing any non-public information), knowingly induce or knowingly facilitate or take any other action which would reasonably be expected to lead to the making, submission or announcement of any takeover proposal, with respect to such party;

•

engage or participate in negotiations or discussions with, or provide any non-public information or non-public data to, any person (other than the parties to the Merger Agreement and their respective officers, directors, employees or representatives) relating to any takeover proposal or grant any waiver or release under any standstill or other agreement (except that if the Grubhub Board or the Management Board and the Supervisory Board, as applicable, determines or determine in good faith (after consultation with outside counsel) that the failure to grant any waiver or release would be inconsistent with such party's directors' fiduciary duties under applicable law, such party may waive any such standstill provision in order to permit a third party to make a takeover proposal); or

•	resolve to take any of the actions described in the preceding two bullet points.

•	contact the person who has made such takeover proposal and its representatives in order to clarify the terms of such takeover proposal so that such party's board or boards, as applicable, may inform itself or themselves about such takeover proposal;

•

furnish information concerning its business, properties or assets to the person who made such takeover proposal and its representatives pursuant to a confidentiality agreement that meets certain requirements set forth in the Merger Agreement (provided that all such information has previously been furnished to the other party to the Merger Agreement or is furnished to the other party prior to or substantially concurrently with the time it is furnished to such person); and

•	negotiate and participate in discussions and negotiations with the person who has made such takeover proposal and its representatives concerning such takeover proposal.

•

promptly (and in any case within one Business Day) provide the other party notice of (1) the receipt of any takeover proposal, including a copy of such takeover proposal, and (2) any inquiries, proposals or offers received by, any requests for non-public information from, or any discussions or negotiations sought to be initiated or continued concerning a takeover proposal or that would reasonably be expected to lead to a takeover proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of any such substantive materials;

•	promptly (and in any case within one Business Day) make available to the other party copies of all substantive written materials provided by such party to the third party but not previously made available to the other party; and

•	keep the other party informed on a reasonably prompt basis (and, in any case, within one Business Day of any significant development) of the status and material details (including amendments and proposed amendments) of any such takeover proposal or other inquiry, offer, proposal or request.

•

merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving such party or any of its subsidiaries, pursuant to which any person (or the stockholders of such person) or group would own or control, directly or indirectly, 20% or more of the voting power of such party;

•

sale, lease, license, dissolution or other disposition, directly or indirectly, of assets of such party (including the equity interests of any of its subsidiaries) or any subsidiary of such party representing 20% or more of the consolidated assets, revenues or EBITDA of such party and its subsidiaries, taken as a whole, as of or for the fiscal year ending, as appropriate, 31 December 2019, or to which 20% or more of such party's revenues, earnings or assets on a consolidated basis are attributable, taken as a whole, as of or for the fiscal year ending, as appropriate, 31 December 2019;

•	issuance or sale or other disposition of such party's securities representing 20% or more of the voting power of such party;

•

tender offer, exchange offer or any other transaction or series of transactions in which any person (or the stockholders of such person) or group will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of party's securities representing 20% or more of the voting power of such party; or

•	any combination of the foregoing.

•	withhold or withdraw (or qualify or modify in any manner adverse to Just Eat Takeaway.com), or propose publicly to withhold or withdraw (or qualify or modify in any manner adverse to Just Eat Takeaway.com), the Grubhub recommendation;

•	adopt, approve, recommend or declare advisable, or propose publicly to adopt, approve, recommend or declare advisable, a Grubhub takeover proposal;

•	fail to include the Grubhub recommendation in the Registration Statement;

•

if any Grubhub takeover proposal structured as a tender offer or exchange offer is commenced, fail to recommend against acceptance of such tender offer or exchange offer by Grubhub Stockholders within ten Business Days of the commencement thereof (or any material modification thereto) pursuant to Rule 14d-2 promulgated under the Exchange Act;

•	fail to publicly reaffirm the Grubhub recommendation within ten Business Days after receiving a written request to do so from Just Eat Takeaway.com if any Grubhub takeover proposal or any material modification

•	cause or permit Grubhub to enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or other contract with respect to any Grubhub takeover proposal.

•	the receipt, existence or terms of any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to, a takeover proposal or any matter relating thereto;

•	any event or circumstance arising in connection with obtaining regulatory approvals;

•

any change in the market price, or change in trading volume, of the capital stock of any party (however the events or circumstances giving rise or contributing to such change may be deemed to constitute an intervening event or be taken into accounting in determining whether an intervening event has occurred); or

•

the fact that any party or any of their respective subsidiaries exceeds or fails to meet internal, analysts' or other earnings estimates or financial projections or forecasts for any period, or any changes in credit ratings and any changes in any analysts' recommendations or ratings with respect to Grubhub, Just Eat Takeaway.com or any of their respective subsidiaries (however, the events or circumstances giving rise or contributing thereto may be deemed to constitute an intervening event or be taken into account in determining whether an intervening event has occurred).

•	withhold or withdraw (or qualify or modify in any manner adverse to Grubhub), or propose publicly to withhold or withdraw (or qualify or modify in any manner adverse to Grubhub), the Just Eat Takeaway.com recommendation;

•	adopt, approve, recommend or declare advisable, or propose publicly to adopt, approve, recommend or declare advisable, a Just Eat Takeaway.com takeover proposal;

•	fail to include the Just Eat Takeaway.com recommendation in the Registration Statement;

•

if any Just Eat Takeaway.com takeover proposal structured as a public offer (openbaar bod) is commenced, or if the intention to make such an offer is announced, fail to recommend against acceptance of such offer by Just Eat Takeaway.com Shareholders within ten Business Days of the commencement or announcement, as applicable, thereof (or any material modification thereto);

•

fail to publicly reaffirm the Just Eat Takeaway.com recommendation within ten Business Days after receiving a written request to do so from Grubhub if any Just Eat Takeaway.com takeover proposal or any material modification thereto shall have been publicly made, sent or given to Just Eat Takeaway.com Shareholders (or, if sooner, prior to the Extraordinary General Meeting); or

•	cause or permit Just Eat Takeaway.com to enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or other contract with respect to any Just Eat Takeaway.com takeover proposal.

•

take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to complete the mergers to be satisfied as promptly as reasonably practicable and to consummate and make effective as promptly as reasonably practicable, the mergers and other transactions contemplated by the Merger Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents;

•	obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the mergers and the other transactions contemplated by the Merger Agreement;

•	execute and deliver any additional instruments necessary, proper or advisable to complete the transactions contemplated by the Merger Agreement; and

•	defend or contest in good faith any action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect, the completion of the mergers and other transactions contemplated by the Merger Agreement;

•	executing settlements, undertakings, consent decrees, stipulations or other agreements with any governmental authority or with any other person;

•	selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of Just Eat Takeaway.com and its subsidiaries;

•	agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of Grubhub and its subsidiaries contemporaneously with or subsequent to Completion;

•	permitting Grubhub to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of Grubhub or any of its subsidiaries,

•	terminating existing relationships, contractual rights or obligations of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;

•	terminating any joint venture or other arrangement of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;

•	creating any relationship, contractual right or obligation of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;

•	agreeing to change or modify any course of conduct, or otherwise limit freedom of action, regarding the operations or governance of Grubhub or Just Eat Takeaway.com or their respective subsidiaries;

•

effectuating any other change or restructuring of Grubhub or Just Eat Takeaway.com or their respective subsidiaries (and, in each case, entering into agreements or stipulating to the entry of any judgment by, or filing appropriate applications with, the Federal Trade Commission, the U.S. Department of Justice, CFIUS or any other governmental authority in connection with any of the foregoing and, in the case of actions by or with respect to Grubhub, by consenting to such action by Grubhub);

•

taking any actions or making any behavioral commitments that may limit or modify Grubhub's, Just Eat Takeaway.com's or their respective subsidiaries' rights of ownership in, or ability to conduct the business of, or with respect to one or more of their respective operations, divisions, businesses, product lines, specific products, categories of products, consumers, specific assets or categories of assets; and

•	defending through litigation any claim asserted in court or administrative or other tribunal by any person (including any governmental authority) in order to avoid entry of, or to have vacated or terminated any restraint that would prevent Completion prior to the end date.

•

cooperate in all respects with the other party, including furnishing such necessary information and assistance as the other may reasonably request, in connection with any filing or submission with a governmental authority in connection with the transactions contemplated by the Merger Agreement and in connection with any investigation or other inquiry by or before a governmental authority relating to the transactions contemplated by the Merger Agreement, including any proceeding initiated by a private person;

•

give prompt notice to the other party of and, if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication received from a governmental authority or any private person whose consent is or may be required in connection with the transactions contemplated by the Merger Agreement (or who alleges as much) in connection with the transactions contemplated by the Merger Agreement;

•

prior to submitting certain materials to a governmental authority or private person whose consent is or may be required in connection with the transactions contemplated by the Merger Agreement (or who alleges as much) in connection with the transactions contemplated by the Merger Agreement, allow the other party to review and discuss such materials in advance of submission, and consider in good faith the comments of the other party in connection with, any such materials;

•	keep one another reasonably informed as to the status of and the processes and proceedings relating to obtaining such consents and approvals; and

•

not independently participate in any substantive meeting, hearing, proceeding or discussions with or before a governmental authority in connection with the transactions contemplated by the Merger Agreement, without giving the other party or their counsel reasonable prior notice, and if permitted by such governmental authority, the opportunity to attend or participate.

•	annual base salary or base wages that are no less favorable than those provided to such employee immediately before the First Effective Time;

•	cash and equity incentive compensation opportunities that are no less favorable than what was provided to such employee immediately before the First Effective Time;

•

employee benefits that are comparable in the aggregate to those provided to such employee immediately before the First Effective Time (excluding defined benefit pension, post-employment health and welfare benefits, equity-based compensation and change of control, retention or other one-off awards); and

•

with respect to each continuing employee whose employment terminates during the continuation period severance pay and benefits at levels equal to the greater of those provided under (x) Grubhub severance policies and (y) Just Eat Takeaway.com's severance policies that are applicable to similarly situated employees of Just Eat Takeaway.com.

•	cooperation between Just Eat Takeaway.com and Grubhub in the preparation of the Registration Statement, the registration statement on Form 8-A for the New Just Eat Takeaway.com ADSs, the ADS Registration Statement, the Circular and this Prospectus;

•	cooperation among the parties in connection with public announcements;

•	confidentiality and access by each party to certain information about the other party during the period prior to Completion;

•	the establishment by Just Eat Takeaway.com of a sponsored ADR program for the Just Eat Takeaway.com issuance of New Just Eat Takeaway.com ADSs;

•

Just Eat Takeaway.com to cause, (1) a sufficient number of New Just Eat Takeaway.com ADSs issued as the merger consideration and to be approved for listing on the NYSE or Nasdaq, subject to official notice of issuance and (2) the New Just Eat Takeaway.com Shares to be approved for admission to (a) listing on the UK Official List and to trading on the London Stock Exchange's main market for listed securities and (b) listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange;

•	cooperation between Just Eat Takeaway.com and Grubhub in connection with any litigation or claim brought or threatened relating to the transactions contemplated by the Merger Agreement; and

•	cooperation between Just Eat Takeaway.com and Grubhub to delist the Grubhub Shares from the NYSE and terminate its registration under the Exchange Act following Completion.

•	receipt of the Grubhub Stockholder Approval;

•

receipt of Just Eat Takeaway.com Shareholder approval of (a) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a BW, (b) the resolution to delegate authority to the Management Board to issue the New Just Eat Takeaway.com Shares and (c) the terms of the Merger Agreement, in each case, by a majority of the votes validly cast by Just Eat Takeaway.com Shareholders at a General Meeting (clauses (a), (b) and (c) together, the "Just Eat Takeaway.com Transactions Approvals");

•

binding nominations for the appointment of the Grubhub Management Board nominee and the Grubhub Supervisory Board nominees not having been overruled by more than half of the votes validly cast, such number of votes representing more than one-third of Just Eat Takeaway.com's issued share capital, at a

•

the expiration or termination of the applicable waiting period under the HSR Act (the "HSR Condition"), satisfaction of the condition relating to the UK Competition and Markets Authority ("CMA") (the "CMA Condition") and receipt of written notification from CFIUS indicating the Transaction is not subject to further review or expiration of any applicable waiting period;

•	the absence of any legal restraints that prevent, make illegal or prohibit Completion;

•	the approval for listing of the New Just Eat Takeaway.com ADSs issuable as the merger consideration on the NYSE or Nasdaq (subject to official notice of issuance);

•

the approval for admission of the New Just Eat Takeaway.com Shares to (1) listing on the UK Official List and to trading on the London Stock Exchange's main market for listed securities and (2) listing and trading on Euronext Amsterdam, in each case to the extent any Just Eat Takeaway.com Shares are then listed on such exchange;

•

effectiveness (1) declared by the SEC of the Registration Statement, (2) declared by the SEC of the ADS Registration Statement and (3) of the registration statement on Form 8-A (and the absence of any stop order suspending the effectiveness of such registration statements or any proceedings seeking such a stop order); and

•	the approval of this Prospectus by the AFM and the FCA, in each case if then applicable, and if then applicable, the AFM's approval of this Prospectus having been notified to the FCA in accordance with applicable rules and regulations.

•

the representations and warranties of Grubhub relating to organization, standing, corporate power, authority, noncontravention, opinion of financial advisor, brokers, and Grubhub Stockholder Approval being true and correct in all material respects as of the First Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);

•

the representation and warranty of Grubhub relating to capitalization being true and correct, except for any de minimis inaccuracies taking into account the size of Grubhub, as of the First Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);

•

each other representation and warranty of Grubhub being true and correct (disregarding any "materiality" or "material adverse effect" qualifiers) as of the First Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect;

•	Grubhub having performed in all material respects all obligations required to be performed by it under the Merger Agreement that are required to be performed on or prior to Completion;

•	the absence of a material adverse effect on Grubhub since the date of the Merger Agreement; and

•	receipt of an officer's certificate executed by the chief executive officer, chief financial officer or general counsel of Grubhub certifying that the five preceding conditions have been satisfied.

•

the representations and warranties of Just Eat Takeaway.com, Merger Sub I and Merger Sub II relating to organization, standing, corporate power, authority, noncontravention, brokers, and Just Eat Takeaway.com Shareholder approvals being true and correct in all material respects as of the First Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);

•

the representation and warranty of Just Eat Takeaway.com, Merger Sub I and Merger Sub II relating to capitalization being true and correct in all respects, except for any de minimis inaccuracies taking into account the size of Just Eat Takeaway.com, as of the First Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date);

•

each other representation and warranty of Just Eat Takeaway.com, Merger Sub I and Merger Sub II being true and correct (disregarding any "materiality" or "material adverse effect" qualifiers) as of the First Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date),

•	Just Eat Takeaway.com, Merger Sub I and Merger Sub II having performed in all material respects all obligations required to be performed by it under the Merger Agreement that are required to be performed on or prior to Completion;

•	the absence of a material adverse effect on Just Eat Takeaway.com since the date of the Merger Agreement; and

•	receipt of an officer's certificate executed by the chief executive officer or chief financial officer of Just Eat Takeaway.com certifying that the five preceding conditions have been satisfied.

•	by mutual written consent of Just Eat Takeaway.com and Grubhub; or

•	by either Just Eat Takeaway.com or Grubhub in the event that:

•

the First Effective Time has not occurred on or before 31 December 2021 (the "end date"), however, no party may terminate the Merger Agreement if the First Effective Time has not occurred by the end date if the Transaction has not been completed due, in whole or part, to a breach by such party of its representations and warranties or failure to perform its obligations under the Merger Agreement;

•

a legal restraint that enjoins, restrains, prevents or prohibits Completion becomes final and unappealable, unless the legal restraint is due, whole or in part, to such party's failures to perform its obligations under the Merger Agreement, including its obligations to use its reasonable best efforts to complete the Transaction and the other transactions contemplated by the Merger Agreement as promptly as practicable (as described above in "—Efforts to Complete the Transaction");

•

the Grubhub Stockholder Approval is not obtained at the Grubhub Stockholder Meeting;

•

the Just Eat Takeaway.com Shareholder Approval is not obtained at the Extraordinary General Meeting;

•

the other party breaches or fails to perform any of its covenants or agreements in the Merger Agreement, or if the other party's representations or warranties fail to be true and correct, in either case, such that the applicable conditions to the terminating party's obligations to complete the Transaction would not then be satisfied and such breach is not reasonably capable of being cured by the end date or, if reasonably capable of being cured, has not been cured within 30 days after giving written notice to the other party of such breach, except that no party may terminate the Merger Agreement for this reason if such party is then in material breach of any covenant or agreement in the Merger Agreement or if such party's representations or warranties are not true and correct such that the applicable conditions to the other party's obligations to complete the Transaction would not then be satisfied;

•

prior to obtaining the approval of the other party's shareholders required to complete the Transaction, the board or boards, as applicable, of the other party effects or effect an adverse recommendation change (as described above in "—Recommendation of the Grubhub Board" and "—Recommendation of the Just Eat Takeaway.com Boards"); or

•

prior to obtaining approval of the party's stockholders or shareholders required to complete the Transaction, in order to enter into an alternative acquisition agreement (as described above in "—Recommendation of the Grubhub Board" and "—Recommendation of the Just Eat Takeaway.com Boards").

•	Grubhub terminates the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal;

•	the Grubhub Board, or any committee thereof, effects a Grubhub adverse recommendation change prior to obtaining the Grubhub Stockholder Approval and Just Eat Takeaway.com terminates the Merger Agreement as a result of such change in recommendation; or

•

(1) the Merger Agreement is terminated because the Transaction has not occurred by the end date, the Grubhub Stockholder Approval is not obtained at the Grubhub Stockholder Meeting or Grubhub breached its obligations under the Merger Agreement, (2) prior to such stockholder vote (in the case of a termination due to the failure to obtain the Grubhub Stockholder Approval) or termination (in all other cases) and after the date of the Merger Agreement, a Grubhub takeover proposal that contemplates acquiring a majority of the capital stock or assets of Grubhub was made known to Grubhub or the Grubhub Board or was publicly disclosed and has not been abandoned or withdrawn (which abandonment or withdrawal shall be public if such Grubhub takeover proposal has been publicly disclosed) prior to the Grubhub Stockholder Meeting or termination of the Merger Agreement and (3) within 12 months after such termination, Grubhub completes or enters into a definitive agreement with respect to and subsequently completes, any Grubhub takeover proposal of such type.

•	Just Eat Takeaway.com terminates the Merger Agreement in order to enter into a definitive agreement providing for a superior proposal;

•	the Management Board or Supervisory Board, or any committee thereof, effects an adverse recommendation change prior to obtaining Just Eat Takeaway.com Shareholder Approval and Grubhub terminates the Merger Agreement as a result of such change in recommendation; or

•

(1) the Merger Agreement is terminated because the Transaction has not occurred by the end date, the Just Eat Takeaway.com Shareholder Approval is not obtained at the Extraordinary General Meeting or Just Eat Takeaway.com breached its obligations under the Merger Agreement, (2) prior to such shareholder vote (in the case of a termination due to the failure to obtain Just Eat Takeaway.com Shareholder Approval) or termination (in all other cases) and after the date of the Merger Agreement, a Just Eat Takeaway.com takeover proposal that contemplates acquiring a majority of the capital stock or assets of Just Eat Takeaway.com was made known to Just Eat Takeaway.com or the Just Eat Takeaway.com Boards or was publicly disclosed and has not been abandoned or withdrawn (which abandonment or withdrawal shall be public if such Just Eat Takeaway.com takeover proposal has been publicly disclosed) prior to the Extraordinary General Meeting or termination of the Merger Agreement and (3) within 12 months after such termination, Just Eat Takeaway.com completes or enters into a definitive agreement with respect to and subsequently completes, any Just Eat Takeaway.com takeover proposal of such type.

•

in favor of (1) the resolution to pursue the transactions contemplated by the Merger Agreement under Section 2:107a BW, the resolution to delegate authority to the Management Board to issue the New Just Eat Takeaway.com Shares and the resolution to approve the terms of the Merger Agreement, (2) the board nominations and (3) approval of the delegation of authority to exclude or limit pre-emptive rights in relation to the issuance of the New Just Eat Takeaway.com Shares;

•	in favor of, at the request of Grubhub, any other matter submitted by Just Eat Takeaway.com related to the transactions contemplated by the Merger Agreement (with the Just Eat Takeaway.com Boards recommending that Just Eat Takeaway.com Shareholders vote to approve such matter);

•	against any Just Eat Takeaway.com takeover proposal or any agreement providing for any Just Eat Takeaway.com takeover proposal or any other matter submitted for shareholder approval at the Extraordinary General Meeting related to a Just Eat Takeaway.com takeover proposal;

•

against any proposal, action or agreement that would reasonably be expected to (1) prevent or nullify any provision of the Voting and Support Agreement, (2) result in a material breach of any covenant, representation, warranty or any other obligation or agreement contained in the Merger Agreement or the Voting and Support Agreement, (3) result in any Condition not being satisfied or (4) prevent or materially delay, frustrate or impede the approval, implementation or consummation of any of the transactions contemplated by the Merger Agreement, or any of the documentation or transactions included in, contemplated by, or in connection with, the Merger Agreement or the Voting and Support Agreement.

		As of 31 March 2021
		Just Eat Takeaway.com Group (unaudited)		Just Eat Takeaway.com Group as adjusted for the Transaction (unaudited) (4)(5)
€m
Total current debt (including current portion of non-current debt)		33		33
Guaranteed		-		-
Secured		-		-
Unguaranteed/unsecured(1)		33		33
Total non-current debt (excluding current portion of non-current debt)		1,512		1,512
Guaranteed		-		-
Secured		-		-
Unguaranteed/unsecured (2)		1,512		1,512
Shareholders' equity		9,188		15,242
Share capital		6		9	(4a)
Legal reserves(3)		381		381
Other reserves(3)		8,801		14,852	(4b)
Total capitalization		10,733		16,787

(1)

Current unguaranteed/unsecured debt comprises Lease liabilities due within one year and Current borrowings, consisting of amounts outstanding on the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021, each as defined in the "Risk Factors" section of this Prospectus. The Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021 constitute direct, unconditional, unsubordinated and unsecured obligations of the Just Eat Takeaway.com Group. Further information on the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021 is provided in Notes 22 and 32 of the 2020 Just Eat Takeaway.com Consolidated Financial Statements, incorporated by reference into this Prospectus.

(2)

Non-current unguaranteed/unsecured debt comprises Lease liabilities due after one year and Non-current borrowings, consisting of amounts outstanding on the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021, each as defined in the "Risk Factors" section of this Prospectus. The Convertible Bonds 2019, the Convertible Bonds

(3)	Legal Reserves and Other Reserves do not include accumulated deficits.

(4)

Under the terms of the Transaction, each Grubhub Share will be converted into the right to receive New Just Eat Takeaway.com ADSs representing 0.6710 Just Eat Takeaway.com Shares. This results in the issuance of up to 66,080,380 New Just Eat Takeaway.com Shares, based on Grubhub's fully diluted shares outstanding as of 20 April 2021, calculated in accordance with the treasury stock method. This represents a preliminary purchase consideration of €6,085 million based on the closing market price of Just Eat Takeaway.com Shares on Euronext Amsterdam on 20 April 2021, which was €92.08.

a.

The adjustment to share capital of €3 million consists of the issuance of up to 66,080,380 New Just Eat Takeaway.com Shares (with a nominal value €0.04), based on Grubhub’s fully diluted shares outstanding on 20 April 2021, calculated in accordance with the treasury stock method.

b.

The adjustment to Other reserves of €6,051 million consists of the surplus consideration on the issuance of the New Just Eat Takeaway.com Shares of €6,082 million less €31 million transaction costs related to the issuance to be paid by Just Eat Takeaway.com and capitalized as Other reserves.

(5)

The Just Eat Takeaway.com Group's total capitalization in the table above does not include adjustments to incorporate Grubhub's current and non-current debt which will be acquired in the Transaction. As at 31 December 2020, calculated on an IFRS basis and under Just Eat Takeaway.com's accounting policies, these amounts comprised:

a.

Current unguaranteed/unsecured debt comprising Grubhub's Lease liabilities due within one year of €15 million.

b.

Non-current guaranteed debt comprising the non-current portion of amounts outstanding of €402 million under the Grubhub Senior Notes. The Grubhub Senior Notes are guaranteed on a senior unsecured basis by Grubhub.

c.

Non-current unguaranteed/unsecured debt comprising Grubhub's Lease liabilities due after one year of €84 million.

		As of 31 March 2021
		Just Eat Takeaway.com Group (unaudited)		Just Eat Takeaway.com Group as adjusted for the Transaction (unaudited) (5)(6)
€m
A. Cash		1,543		1,540
B. Cash equivalents		-		-
C. Trading Securities		-		-
D. Liquidity (A+B+C)		1,543		1,540
E. Current Financial Receivable		-		-
F. Current Bank debt		-		-
G. Current portion of non-current debt (1)		12		12
H. Other current financial debt (2)		21		21
I. Current financial debt (F+G+H)		33		33
J. Net current financial indebtedness (I-E-D)		(1,510)		(1,507)
K. Non-current banks loans		-		-
L. Bonds issued (3)		1,447		1,447
M. Other non-current loans (4)		65		65
N. Non-current financial indebtedness (K+L+M)		1,512		1,512
O. Net financial indebtedness (J+N)		2		5

(1)

Current portion of non-current debt comprises the Current borrowings, consisting of amounts outstanding on the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021, each as defined in the "Risk Factors" section of this Prospectus. Further information on the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021 is provided in Notes 22 and 32 of the 2020 Just Eat Takeaway.com Consolidated Financial Statements, incorporated by reference into this Prospectus.

(2)	Other current financial debt comprises Lease liabilities due within one year.

(3)

Bonds issued comprises Non-current borrowings, consisting of amounts outstanding on the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021, each as defined in the "Risk Factors" section of this Prospectus. Further information on the Convertible Bonds 2019, the Convertible Bonds 2020 and the Convertible Bonds 2021 is provided in Notes 22 and 32 of the 2020 Just Eat Takeaway.com Consolidated Financial Statements, incorporated by reference into this Prospectus.

(4)	Other non-current loans comprise Lease liabilities due after one year.

(5)

The adjustment to Cash represents costs relating to the Transaction which will be paid by the Just Eat Takeaway.com Group totaling €67 million, of which €35 million has been expensed and €29 million has been prepaid and recorded as under Other current assets as at 31 March 2021, resulting in an adjustment to Cash of €3 million.

(6)

The Just Eat Takeaway.com Group's indebtedness in the table above does not include adjustments to include Grubhub's net financial indebtedness which will be acquired in the Transaction. As at 31 December 2020, calculated on an IFRS basis and under Just Eat Takeaway.com's accounting policies, these amounts comprised:

a.

Cash of €239 million.

b.

Other current financial debt comprising of Lease liabilities due within one year of €15 million.

c.

Bonds issued comprised of an aggregate principal amount of €402 million of the Grubhub Senior Notes issued and outstanding as of 31 December 2020. The Grubhub Senior Notes are guaranteed on a senior unsecured basis by Grubhub.

d.

Other non-current loans comprising Grubhub's Lease liabilities due after one year of €84 million.

•	Lease arrangements - Just Eat Takeaway.com applies the short-term lease recognition exemption to its short-term leases (i.e., <1 year). Expected future commitments totaled €16 million as at 31 March 2021.

•	Commitments for expenditure - Just Eat Takeaway.com has commitments for expenditure as at 31 March 2021 for an amount of €137 million mainly related to marketing and sponsoring contracts, IT contracts and excluding leasehold improvements.

•

Lease commitments - At 31 March 2021, Just Eat Takeaway.com has entered into new lease arrangements for offices in Berlin, Amsterdam, Sydney and Madrid that had not commenced as at that date. The lease payments amount to €8 million, €5 million, €4 million and €2 million annually, with initial lease terms of 10 years, 5 years, 5 years and 10 years, respectively.

•

Restaurants. The total number of restaurants listed on the Just Eat Takeaway.com Group's platforms as at a particular date. The Just Eat Takeaway.com Group believes the total number of restaurants is a useful measure for investors because growth in the number of restaurants on the Just Eat Takeaway.com Group's platforms enhances and diversifies the offering to consumers, in turn attracting more consumers, and, as such, promotes network effects and positively impacts performance. The Just Eat Takeaway.com Group's management uses the total number of restaurants listed on the Just Eat Takeaway.com Group's platforms internally to evaluate market position and penetration, and to assess the value proposition to consumers.

•

Active Consumers. Unique consumer accounts (identified by a unique email address) from which at least one Order has been placed on the Just Eat Takeaway.com Group's platforms in the preceding 12 months. Some individual consumers may have more than one account and therefore count as more than one Active Consumer if they used multiple email addresses to order food. Similarly, it is possible that multiple consumers may use the same email address, in which case such consumers would only be counted as a single Active Consumer. The Just Eat Takeaway.com Group believes, however, that it is unlikely that there is a significant number of individual consumers with multiple accounts, each of which is active. The Just Eat Takeaway.com Group believes Active Consumers is a useful measure for investors because it indicates the Just Eat Takeaway.com Group's market position and level of penetration in a particular market, and allows investors to assess the level of engagement with the Just Eat Takeaway.com Group's platforms based on growth in Active Consumers. The Just Eat Takeaway.com Group's management uses Active Consumers, as a key revenue driver, to evaluate operating performance and as a valuable measure of the size of its engaged base of consumers.

•

Orders. The number of Orders by consumers that were processed through the Just Eat Takeaway.com Group's websites and mobile applications (that is, excluding orders processed through third party websites). The Just Eat Takeaway.com Group believes the number of Orders is a useful measure for investors because revenue from commissions, the primary source of revenue for the Just Eat Takeaway.com Group, is generated from Orders, growth of which leads to greater GMV and therefore greater commissions. The Just Eat Takeaway.com Group's management uses Orders to assess performance, including across segments or periods, while controlling for changes in commission rates.

•

Delivery Share. Delivery Share is calculated as a percentage equal to (i) the number of Orders for Delivery by the Just Eat Takeaway.com Group ("Delivery Orders") in a particular period divided by (ii) the total number of Orders in such period. Delivery Orders have fundamentally different unit economics to Orders which are delivered by the restaurants themselves, so the Just Eat Takeaway.com Group believes Delivery Share is a useful measure for investors as it provides insight into one of the main drivers of adjusted EBITDA margin in each market.

•

Orders per Returning Active Consumer. Orders per Returning Active Consumer is calculated as the number of Orders by a Returning Active Consumer during the period divided by the average number of Returning Active Consumers (where "Returning Active Consumer" is defined as Active Consumers who have ordered more than once in the preceding 12 months) during the period. The Just Eat Takeaway.com Group believes the number of Orders per Returning Active Consumer is a useful measure for investors because growth of such Orders reflects continued user activation and engagement and may lead to reduced marketing costs per Order. The Just Eat Takeaway.com Group's management uses Orders per Returning Active Consumer to assess consumer retention and engagement, and to implement supply- or demand-based initiatives to continuously improve this metric and generate more Orders.

•

Average Order Value. Average Order Value represents GMV divided by the number of Orders in a particular period. The Just Eat Takeaway.com Group believes Average Order Value is a useful measure for investors because it gives insight into structural differences in the cost of food between markets, which impacts revenue from commissions, the primary source of revenue for the Just Eat Takeaway.com Group, as it is based on the GMV of merchandise (food) sold via Orders. The Just Eat Takeaway.com Group's management uses Average Order Value primarily for forecasting purposes.

•

Gross Merchandise Value (GMV). GMV consists of total value of merchandise (food) sold via Orders in a particular period. GMV includes commissionable value and therefore does not include service or Delivery fees charged by the Just Eat Takeaway.com Group, nor does it include tips which the Just Eat Takeaway.com Group collects on behalf of couriers. The Just Eat Takeaway.com Group believes GMV is a useful measure for investors because revenue from commissions, the primary source of revenue for the Just Eat Takeaway.com Group, is based on the GMV of merchandise (food) sold via Orders and the Just Eat Takeaway.com Group's management uses GMV to assess performance, including across segments or periods, while controlling for changes in commission rates.

		Combined(1)												Actual
in millions		Year ended 31 December												Year ended 31 December
Total Orders		2020				2019				2018				2020				2019				2018
United Kingdom			179				133				123				141			NA		(3)		NA		(3)
Germany(4)			112				69				33				112				69				33
Canada			86				48				31				69			NA		(3)		NA		(3)
The Netherlands			49				38				33				49				38				33
Rest of the World(5)			162				125				91				139				52				28
Total Orders			588				413				310				510				159				94

		Combined(1)												Actual
in millions		Year ended 31 December												Year ended 31 December
Delivery Share (%)		2020				2019				2018				2020				2019				2018
United Kingdom			15	%			8	%			U/A	(2)			17	%		NA		(3)		NA		(3)
Germany(4)			7	%			5	%			U/A	(2)			7	%			6	%			U/A	(2)
Canada			100	%			100	%			U/A	(2)			100	%		NA		(3)		NA		(3)
The Netherlands			8	%			5	%			U/A	(2)			8	%			5	%			U/A	(2)
Rest of the World(5)			20	%			9	%			U/A	(2)			21	%			6	%			U/A	(2)
Total			26	%			18	%			12	%			30	%			5	%		NA

(1)

The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. Due to the scale of the Just Eat Group, these figures are presented on the basis of combined results of the Just Eat Group and the Just Eat Takeaway.com Group as if the Just Eat Acquisition had been completed on 1 January 2018 to provide comparable information for the periods presented. The actual results of the Just Eat Group for the periods prior to the completion of the Just Eat Acquisition have been added to the actual results of the Just Eat Takeaway.com Group for such periods. These figures do not adjust for any acquisitions during the periods presented other than the Just Eat Acquisition.

(2)

Delivery Share information with respect to the year ended 31 December 2018 is not available at the segment level or on a combined basis, in accordance with note (1) above, because such metric was formally implemented to track the business and financial performance of the Just Eat Takeaway.com Group after the end of such period.

(3)	The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2019 and 2018.

(4)	The Acquired German Businesses were consolidated into the Just Eat Takeaway.com Group from 1 April 2019. These figures do not reflect the operations or results of the Acquired German Businesses prior to 1 April 2019.

(5)	See "—Segmental Just Eat Takeaway.com Group Results of Operations" for information regarding the markets comprising the Rest of the World during the periods under review.

		Combined(1)												Actual
in billions		Year ended 31 December												Year ended 31 December
GMV (€)(2)		2020				2019				2018				2020				2019				2018
United Kingdom			4.0				2.8				2.5				3.1			NA		(3)		NA		(3)
Germany(4)			2.5				1.5				0.7				2.5				1.5				0.7
Canada			1.7				1.0				0.6				1.1			NA		(3)		NA		(3)
The Netherlands			1.2				0.8				0.7				1.2				0.8				0.7
Rest of the World(5)			3.5				2.5				1.9				3.1				0.7				0.4
Total			12.9				8.6				6.4				11				3.0				1.8

(1)

The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. Due to the scale of the Just Eat Group, these figures are presented on the basis of combined results of the Just Eat Group and the Just Eat Takeaway.com Group as if the Just Eat Acquisition had been completed on 1 January 2018 to provide comparable information for the periods presented. These figures do not adjust for any acquisitions during the periods presented other than the Just Eat Acquisition.

(2)	Transactions in currencies other than euro are initially recognized at the rates of exchange prevailing at the dates of the transactions and, at the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.

(3)	The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2018 and 2019 and during the six-month period ended 30 June 2019.

(4)	The Acquired German Businesses were consolidated into the Just Eat Takeaway.com Group from 1 April 2019. These figures do not reflect the operations or results of the Acquired German Businesses prior to 1 April 2019.

(5)	See "—Segmental Just Eat Takeaway.com Group Results of Operations" for information regarding the markets comprising the Rest of the World during the periods under review.

		Combined(1)												Actual
		Year ended 31 December												Year ended 31 December
Average Order Value (€)(2)		2020				2019				2018				2020				2019				2018
United Kingdom			22.34				21.36				20.63				22.28			NA		(3)		NA		(3)
Germany(4)			22.67				20.90				20.39				22.67				20.90				20.39
Canada			20.37				20.22				20.50				20.38			NA		(3)		NA		(3)
The Netherlands			23.54				21.42				20.61				23.54				21.42				20.61
Rest of the World(5)			21.55				19.82				21.09				21.54				14.99				15.65
Average Order Value(6)			22.00				20.69				20.72				22.08				19.10				19.02

(1)

The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. Due to the scale of the Just Eat Group, these figures are presented on the basis of combined results of the Just Eat Group and the Just Eat Takeaway.com Group as if the Just Eat Acquisition had been completed on 1 January 2018 to provide comparable information for the periods presented. These figures do not adjust for any acquisitions during the periods presented other than the Just Eat Acquisition.

(2)	Transactions in currencies other than euro are initially recognized at the rates of exchange prevailing at the dates of the transactions and, at the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.

(3)	The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2019 and 2018.

(4)	The Acquired German Businesses were consolidated into the Just Eat Takeaway.com Group from 1 April 2019. These figures do not reflect the operations or results of the Acquired German Businesses prior to 1 April 2019.

(5)	See "—Segmental Just Eat Takeaway.com Group Results of Operations" for information regarding the markets comprising the Rest of the World during the periods under review.

(6)	Weighted average, calculated as total GMV during the applicable period divided by the total number of Orders during such period.

€ in millions		Year ended 31 December
​		2020				2019				2018
Commission revenue			1,654				372				210
Consumer Delivery fees			231				—	(1)			—	(1)
Other revenue			157				44				22
Revenue			2,042				416				232

(1)	The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have consumer Delivery fee revenue during the years ended 31 December 2019 and 2018.

​		Year Ended 31 December												2019 to 2020			2018 to 2019
in millions €		2020				2019				2018				% change			% change
Revenue			2,042				416				232			391	%		79	%
Courier costs			(712	)			(70	)			(22	)		n.m.			226	%
Order processing costs			(193	)			(41	)			(22	)		368	%		85	%
Staff costs			(464	)			(112	)			(56	)		313	%		101	%
Other operating expenses			(608	)			(233	)			(159	)		161	%		47	%
Depreciation and amortization expense			(172	)			(38	)			(8	)		360	%		373	%
Operating loss			(107	)			(78	)			(34	)		37	%		130	%
Share of results of associates and joint ventures			(16	)			—				(0	)		n.m.			n.m.
Finance income			3				0				0			n.m.			n.m.
Finance expense			(29	)			(16	)			(1	)		80	%		n.m.
Other gains and losses			2				6				—			( 60	)%		n.m.
Loss before income tax			(147	)			(88	)			(35	)		67	%		149	%
Income tax (expense) / benefit			(4	)			(27	)			21			(85	) %		228	%
Loss for the period			(151	)			(115	)			(14	)		31	%		n.m.
Other comprehensive income / (loss)			(34	)			12				(0	)		(383	)%		n.m.
Total comprehensive loss for the period			(185	)			(103	)			(14	)		84	%		n.m.

		Year ended 31 December
in millions €		2020				2019				2018
Loss for the period			(151	)			(115	)			(14	)
Income tax expense (benefit)			4				27				(21	)
Loss before income tax			(147	)			(88	)			(35	)
Add back items not included in adjusted EBITDA:
Share-based payments			23				3				3
Finance income			(3	)			(0	)			-
Finance expense			29				16				1
Share of results of associates and joint ventures			16				-				-
Other gains and losses(1)			(2	)			(6	)			-
Share of loss joint ventures			-				-				0
Depreciation and amortization expenses			172				38				8
Acquisition related transaction and integration costs			102				49				12
Adjusted EBITDA			191				12				(11	)

​		Year ended 31 December
in millions €		2020				2019				2018
Revenue			2,042				416				232
Loss for the period			(151	)			(115	)			(14	)
Net margin (%)			(7	)%			(28	)%			(6	)%

​		Year ended 31 December
in millions €		2020				2019				2018
Revenue			2,042				416				232
Adjusted EBITDA			191				12				(11	)
Adjusted EBITDA margin (%)			9	%			3	%			(5	)%

		Year Ended 31 December
in millions €		2020				2019
Revenue:
Commission revenue			1,654				372
Consumer Delivery fees			231			NA		(1)
Other revenue			157				44
Revenue			2,042				416

		Year ended 31 December
in millions €		2020				2019
Courier costs			712				70
Order processing costs			193				41
Total Order fulfillment costs			905				111

		Year ended 31 December
in millions €		2020				2019
Staff costs:
Wages and salaries			313				83
Social charges and premiums			43				13
Pension premium contributions			13				2
Share-based payments			23				3
Temporary staff expenses			72				11
Total staff costs			464				112

		Year ended 31 December
in millions €		2020				2019
Marketing expenses:			369				143
Other operating expenses:			239				90
Total other operating expenses			608				233

		Year Ended 31 December
in millions €		2019				2018
Revenue:
Commission revenue			372				210
Consumer Delivery fees		NA		(1)		NA		(1)
Other revenue			44				22
Revenue			416				232

		Year ended 31 December
in millions €		2019				2018
Courier costs			70				22
Order processing costs			41				22
Total order fulfillment costs			111				44

		Year ended 31 December
in millions €		2019				2018
Staff costs:
Wages and salaries			83				40
Social charges and premiums			13				7
Pension premium contributions			2				1
Share-based payments			3				3
Temporary staff expenses			11				5
Total staff costs			112				56

		Year ended 31 December
in millions €		2019				2018
Marketing expenses:			143				120
Other operating expenses:			90				39
Total other operating expenses			233				159

		Year ended 31 December												Year ended 31 December
in millions €		2020				2019				(% change)				2019				2018				(% change)
United Kingdom(1)
Revenue			576			NA				NA				NA				NA				NA
Adjusted EBITDA			143			NA				NA				NA				NA				NA
- Adjusted EBITDA margin			25	%
Germany(2)
Revenue			374				205				82	%			205				83				147	%
Adjusted EBITDA			128				19			>500%					19				(24	)			181	%
- Adjusted EBITDA margin			34	%			9	%		25pp					9	%			(29	)%		38pp
Canada(1)
Revenue			404			NA				NA				NA				NA				NA
Adjusted EBITDA			42			NA				NA				NA				NA				NA
- Adjusted EBITDA margin			10	%		NA				NA				NA				NA				NA
The Netherlands
Revenue			174				119				47	%			119				96				23	%
Adjusted EBITDA			76				64				20	%			64				59				9	%
- Adjusted EBITDA margin			44	%			54	%		(10)pp					54	%			61	%		(7)pp
Rest of the World(3)
Revenue			514				92				460	%			92				53				73	%
Adjusted EBITDA			(58	)			(25	)			(138	)%			(25	)			(12	)			(114	)%
- Adjusted EBITDA margin			(11	)%			(27	)%		16pp					(27	)%			(22	)%		(5)pp
Head Office
Adjusted EBITDA			(140	)			(46	)			(202	%)			(46	)			(34	)			(36	)%
Total
Revenue			2,042				416				391	%			416				232				79	%
Adjusted EBITDA			191				12			>500%					12				(11	)			202	%

(1)

The Just Eat Group was consolidated into the Just Eat Takeaway.com Group from 15 April 2020. The Just Eat Takeaway.com Group did not have operations in the United Kingdom or Canada during the years ended 31 December 2018 and 2019.

(2)

The Acquired German Businesses were consolidated into the Just Eat Takeaway.com Group from 1 April 2019.

(3)

See "—Segmental Just Eat Takeaway.com Group Results of Operations" for information regarding the markets comprising the Rest of the World during the periods under review.

								31 December(1)
€ in millions		Maturity Date		Interest Rate				2020(1)				2019				2018
Convertible Bonds 2019 (2,500 bonds at €100,000 par value)		January 2024			2.25	%			235				228				—
Convertible Bonds 2020 (3,000 bonds at €100,000 par value)		April 2026			1.25	%			248				—				—
Takeaway.com Revolving Credit Facility(2)		NA		NA					—				15				—
Just Eat Facility(3)		March 2025		LIBOR + 0.75% to 1.35%					—				—				—
Bridge Facility(4)									—				—				150
Total Borrowings(5)									483				243				150

(1)	Balance sheet data for the years ended 31 December 2020, 2019 and 2018 has been derived from the Just Eat Takeaway.com Group's consolidated financial statements.

(2)	Terminated in April 2020.

(3)

At 31 December 2019, Just Eat had access to a committed £350 million revolving credit facility, expiring in November 2023. On 9 March 2020, the facility was amended and extended. The facility level was increased to two tranches , one of £267.5 million and one of €307.6 million, and the term extended to 9 March 2025. The facility also includes an option to increase the commitments under the facility by a further £200 million (subject to bank credit committee approval) and an option to extend the facility by two further years (subject to bank credit committee approval). Following the Just Eat Acquisition there was a mechanism to add obligors from the wider Just Eat Takeaway.com Group to the facility. All approvals from the banks were given at the time of the amendments, subject to know-your-customer verifications and the acceding companies meeting the conditions pursuant to the revolving credit facility.

(4)	Repaid in full in January 2019.

(5)	The Convertible Bonds 2021, consisting of €600 million aggregate principal amount of Tranche A Convertible Bonds and €500 million aggregate principal amount of Tranche B Convertible Bonds, were issued on 9 February 2021.

​		Year ended 31 December
in millions €		2020			2019			2018
Net cash generated by / (used in) operating activities		177			(64	)		(3	)
Net cash generated by / (used in) investing activities		15			(497	)		(130	)
Net cash generated by financing activities		292			520			133
Net increase / (decrease) in cash and cash equivalents		484			(41	)		0
Effects of exchange rate changes of cash held in foreign currencies		(5	)		1			—
Total net increase / (decrease) in cash and cash equivalents		479			(40	)		0

		Year ended 31 December
€ in millions		2020				2019				2018
Cash and cash equivalents excluding Stichting Derdengelden			488				32				78
Cash balances held by Stichting Derdengelden(1)			41				18				12
Total Cash and Cash Equivalents			529				50				90

		Total				Less than 1 Year				1-5 Years				Thereafter
Long-term Debt Obligations(1)			590				9				581				0
Just Eat Facility			0				0				0				0
Lease Obligations(2)			108				24				63				21
Purchase Obligations(3)			20				19				1				0
Other Long-Term Liabilities(4)			80				4				32				44
Total Cash Obligations(5)			798				56				677				65

(1)

For more information about the Just Eat Takeaway.com Group's long-term debt, see Note 22 to the 2020 Just Eat Takeaway.com Consolidated Financial Statements. The undiscounted cash flows represented both interest and principal cash flows. The nominal amount of the Convertible Bonds may be converted into Just Eat Takeaway.com Shares.

(2)	Lease obligations represent estimated payments primarily related to real estate, delivery bikes and vehicles. See Notes 26 and 29 to the 2020 Just Eat Takeaway.com Consolidated Financial Statements.

(3)	Purchase obligations relate primarily to media contracts, sponsorship and IT contracts and exclude leasehold improvements.

(4)

At 31 December 2020, the Just Eat Takeaway.com Group had a lease contract for a new Berlin office that has not yet commenced. The property is currently under construction and is expected to be available in July or August 2021. The lease payments amount to €8 million annually, with a duration of 10 years.

(5)	Total cash obligations are based on future payments contractually or otherwise committed to by 31 December 2020 and related to leases, purchases and debt.

(€ in millions)		Assets 31 December 2020			Liabilities 31 December 2020
Euro		52			56
Canadian dollars		36			15
British pound sterling		26			44
U.S. dollars		13			6
Danish Krone		1			26

•

Adoption of IFRS 17 Insurance contracts;

•

Amendments to IAS 37 Onerous Contracts – Cost of fulfilling a contract;

•

Amendments to IAS 16 Proceeds before Intended Use;

•

Amendments to IFRS 3 Reference to the Conceptual Framework;

•

Amendments to IAS 1 Classification of Liabilities as Current or Non-current;

•

Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture;

•

Annual Improvements to IFRS Standards 2018-2020 Cycle: Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases, and IAS 41 Agriculture;

•

Amendments to IFRS 4 Insurance contracts - deferral of IFRS 9; and

•

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest rate benchmark reform - phase 2.

	Topic		Just Eat Limited 2019 Annual Report and Accounts
	Operating and Financial Review		pp. 3-5 ("Strategic Performance Review"), pp. 90-95 ("Alternative performance measures")

		Year Ended 31 December,												% Change
		2020				2019				2018				2019 to 2020				2018 to 2019
Active Diners			31,417,000				22,621,000				17,688,000				39	%			28	%
Daily Average Grubs			622,700				492,300				435,900				26	%			13	%
Gross Food Sales (in millions)		$	8,668.9			$	5,913.6			$	5,056.8				47	%			17	%

(1)	Totals of percentage of revenues may not foot due to rounding

(2)	For an explanation of Adjusted EBITDA as a measure of the Grubhub Group's operating performance and a reconciliation to net earnings, see "Non-GAAP Financial Measure-Adjusted EBITDA" below.

		Year Ended 31 December												% Change
		2020				2019				2018				2019 to 2020				2018 to 2019
		(in thousands)
Revenue		$	1,819,982			$	1,312,151			$	1,007,257				39	%			30	%

		Year Ended 31 December												% Change
		2020				2019				2018				2019 to 2020				2018 to 2019
		(in thousands)
Operations and support		$	1,169,126			$	675,471			$	454,321				73	%			49	%
Percentage of revenues			64	%			51	%			45	%

		Year Ended 31 December												% Change
		2020				2019				2018				2019 to 2020				2018 to 2019
		(in thousands)
Sales and marketing		$	402,503			$	310,299			$	214,290				30	%			45	%
Percentage of revenues			22	%			24	%			21	%

		Year Ended 31 December												% Change
		2020				2019				2018				2019 to 2020				2018 to 2019
		(in thousands)
Technology (exclusive of amortization)		$	122,949			$	115,297			$	82,278				7	%			40	%
Percentage of revenues			7	%			9	%			8	%

		Year Ended 31 December												% Change
		2020				2019				2018				2019 to 2020				2018 to 2019
		(in thousands)
General and administrative		$	132,553			$	101,918			$	85,465				30	%			19	%
Percentage of revenues			7	%			8	%			8	%

		Year Ended 31 December												% Change
		2020				2019				2018				2019 to 2020				2018 to 2019
		(in thousands)
Depreciation and amortization		$	141,821			$	115,449			$	85,940				23	%			34	%
Percentage of revenues			8	%			9	%			9	%

		Year Ended 31 December												% Change
		2020				2019				2018				2019 to 2020			2018 to 2019
		(in thousands)
Interest expense - net		$	27,988			$	20,493			$	3,530				37	%	nm
Percentage of revenues			2	%			2	%			0	%

		Year Ended 31 December
		2020				2019				2018
		(in thousands)
Income tax (benefit) expense		$	(21,097	)		$	(8,210	)		$	2,952
Percentage of revenues			(1	) %			(1	) %			0	%

•	adjusted EBITDA does not reflect the Grubhub Group's cash expenditures for capital equipment or other contractual commitments;

•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect capital expenditure requirements for such replacements;

•	adjusted EBITDA does not reflect changes in, or cash requirements for, the Grubhub Group's working capital needs; and

•	other companies, including companies in the same industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

		Year Ended 31 December
		2020				2019				2018
		(in thousands)
Net income (loss)		$	(155,861	)		$	(18,566	)		$	78,481
Income taxes			(21,097	)			(8,210	)			2,952
Interest expense, net			27,988				20,493				3,530
Depreciation and amortization			141,821				115,449				85,940
EBITDA			(7,149	)			109,166				170,903
Merger, acquisition, restructuring and certain legal costs(1)			31,975				4,105				7,578
Stock-based compensation(2)			84,485				72,879				55,261
Adjusted EBITDA		$	109,311			$	186,150			$	233,742

		Year Ended 31 December
		2020				2019				2018
		(in thousands)
Net cash provided by operating activities		$	134,994			$	182,622			$	225,527
Net cash used in investing activities			(124,747	)			(148,417	)			(594,004
Net cash provided by (used in) financing activities			(27,271	)			129,267				346,685

•	an increase in accrued expenses of $91.6 million during the year ended 31 December 2020, primarily related to increases in diner gift card liabilities, accrued advertising costs and taxes payable compared to an increase of $25.2 million during the year ended 31 December 2019;

•

an increase in income tax receivable of $18.5 million during the year ended 31 December 2020 primarily due to an increase in net operating losses, including a $9.7 million net operating loss carryback benefit resulting from the CARES Act enacted in March 2020, compared to a decrease of $6.0 million during the year ended 31 December 2019;

•

a decrease in accounts receivable of $6.9 million during the year ended 31 December 2020 compared to an increase of $11.6 million for the year ended 31 December 2019 primarily due to the timing of the receipt of processor payments to the Grubhub Group at year-end and a decrease in corporate receivables as a result of the impact of COVID-19 on corporate ordering; and

•	an increase in prepaid expenses and other assets of $22.6 million during the year ended 31 December 2020 primarily due to an increase in deferred sales commissions and prepaid advertising and software services compared to an increase of $13.9 million during the year ended 31 December 2019.