CT-CAT-ROCK-CAPITAL

Cat Rock Capital Management LP (together with its affiliates, “Cat Rock Capital”), a long-term oriented investment firm and holder of approximately 14.8 million shares in the capital of Just Eat Takeaway.com NV (“Just Eat Takeaway.com”, “JET”, or “the Company”) (LSE: JET, AMS: TKWY), representing circa 6.9% of Just Eat Takeaway.com’s outstanding shares, today published an open letter to JET shareholders in advance of the Company’s 4^th May 2022 Annual General Meeting (“AGM”). Cat Rock urges shareholders to VOTE AGAINST JET’s CFO and legacy Supervisory Board. This letter is included below and is also available at JustEatMustDeliver.com , along with the associated presentation.

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

“We have been JET shareholders for close to five years and are deeply committed to the Company’s long-term success. JET is our only online food delivery investment.

“JET shareholders have been punished by a -75% stock price decline in less than two years. JET shareholders suffered this massive destruction of equity value despite the Company growing +97% organically and maintaining clear market leadership across many of the world’s largest economies.

“We believe JET’s equity value has decoupled from its fundamentals because of a complete loss of trust in the Management and Supervisory Boards’ capital allocation and financial management.

“JET management made a capital allocation mistake when it decided to buy Grubhub in June 2020 with minimal synergies only two months after tripling the Company’s size with the Just Eat acquisition. However, this €6 billion deal cannot explain the -€16 billion of equity value that has been destroyed in less than two years.

“Instead, we believe the bulk of the value destruction occurred because JET management gave investors a misleading financial outlook in advance of the two Grubhub shareholder votes, leading to two massive profit downgrades in 2021 and shattering investor trust in management.

“JET needs a new CFO to restore credibility with the capital markets and a new Supervisory Board to quickly refocus the business on Europe, use the proceeds of divestitures to strengthen JET’s capitalization, and actively evaluate other strategic options.

“JET is a high-quality business with fantastic growth prospects and valuable assets. The Company needs a new Supervisory Board and CFO to unlock its great potential, and we urge shareholders to join us in VOTING AGAINST JET’s legacy Supervisory Board and CFO at the upcoming Annual General Meeting.”

The full text of Cat Rock’s letter is included below. The letter and associated presentation are available at the following website: JustEatMustDeliver.com .

OPEN LETTER TO JUST EAT TAKEAWAY.COM SHAREHOLDERS

25 April 2022

Dear Fellow Just Eat Takeaway.com Shareholders:

As you may know, Cat Rock Capital (“we” or “Cat Rock”) is a long-term oriented investment fund based in the United States that owns 14.8 million shares of Just Eat Takeaway.com NV (“JET” or “the Company”), representing approximately 6.9% of total shares outstanding.

Cat Rock has been an investor in JET and its predecessor companies for almost five years. We have researched the global online food delivery market for close to seven years. JET is our largest investment as a fund and our only current investment in the space.

We believe JET is an incredibly high-quality business with significant growth potential, and we are deeply and passionately committed to the Company’s success.

We are writing because JET will be holding its Annual General Meeting (“AGM”) on May 4^th where shareholders will vote on the reappointment of JET’s Management Board and Supervisory Board for the upcoming year.

We believe that JET’s CFO and Supervisory Board have failed all stakeholders, and we urge shareholders to join us in VOTING AGAINST CFO Brent Wissink and the legacy members of JET’s Supervisory Board.

Failure of Leadership

JET’s Management and Supervisory Boards have overseen a catastrophic destruction of equity value in the past two years. Since the announcement of the Grubhub acquisition in June 2020, JET stock has fallen -75% and the Company’s market value has fallen by almost -€16 billion.⁽¹⁾

Tragically, JET’s share price collapsed even as the Company delivered strong operational performance. JET’s Gross Transaction Value (“GTV”) increased +97% organically over the past two years,⁽²⁾ and the Company significantly strengthened its competitive position by rapidly scaling logistics. While JET’s logistics investments drove a -1.2% EBITDA-to-GTV loss in 2021,⁽³⁾ the Company’s efficiency in scaling logistics compares favorably to peers like iFood and Delivery Hero that generated ~3% EBITDA-to-GTV losses over 3-4 years to achieve the ~35% logistics penetration core JET achieved in 2021.⁽⁴⁾

JET’s equity value has decoupled from its fundamentals because of a complete loss of trust in the Management and Supervisory Boards’ capital allocation and financial management.

The capital allocation problem is clear. JET management should not have decided to buy Grubhub in 2020 with minimal synergies only two months after tripling its size with the Just Eat acquisition.⁽⁵⁾ However, this €6 billion deal does not explain the -€16 billion of equity value destruction.⁽⁶⁾ Instead, the loss of trust that occurred in securing shareholder approval for the Grubhub deal explains the bulk of JET’s share price collapse.

Betrayal of Trust

JET’s Management and Supervisory Boards torpedoed the Company’s share price by providing a misleading outlook on the Company’s profitability in advance of the Grubhub shareholder votes in October 2020 and June 2021.⁽⁷⁾ These misleading financial disclosures led to two massive profit downgrades in 2021 and the complete loss of trust in the Company’s financial guidance.⁽⁸⁾

JET management told shareholders that a UK turnaround would cost “tens of millions of euros” as late as August 2020,⁽⁹⁾ even though a COVID-driven acceleration in logistics and the McDonald’s contract had dramatically increased investment requirements for the Company. As a result, JET shareholders (Cat Rock included) approved the Grubhub deal in October 2020 believing that JET had plenty of financial capacity to fund the new acquisition, with consensus 2021 EBITDA expectations of close to +€400m.⁽¹⁰⁾ It was only in early 2021 that management disclosed that profits had disappeared, with 2021 EBITDA expected to be -€60m to -€80m instead of the roughly +€400m expected at the time of the Grubhub shareholder vote.⁽¹¹⁾

Grubhub shareholders then approved the transaction in June 2021 believing that JET’s 2021 losses would be “somewhere, call it, minus €60m to minus €80m on EBITDA”.⁽¹²⁾ Only 35 days after this second shareholder vote, JET management disclosed that actual losses would be almost five-times higher , at -€280m to -€450m.⁽¹³⁾

Price of Trust Deficit

JET management’s betrayal of investor trust has driven the Company’s stock to an unthinkably low valuation. Today, JET trades at just 2.3x 2022e EBITDA based on management’s 5% EBITDA-to-GTV guidance.⁽¹⁴⁾ JET trades at roughly the same absolute price that Prosus bid in 2019 for Just Eat alone,⁽¹⁵⁾ even though the business today has over five times as much GTV.⁽¹⁶⁾ JET has only a €0.9 billion net market capitalization if its stake in iFood is valued at the same multiple as Zomato,⁽¹⁷⁾ even though JET will have approximately €30 billion of 2022 GTV.⁽¹⁸⁾

JET shareholders have suffered this incredible underperformance as the equities of other comparable online food delivery businesses have flourished. DoorDash, for example, achieved a value of $16 billion on 19 June 2020,⁽¹⁹⁾ just days after JET management announced its acquisition of Grubhub. Since then, DoorDash’s value has increased by approximately +120% to $35 billion while JET’s value has declined by -75% to just $6 billion.⁽²⁰⁾ If JET’s stock had performed in line with DoorDash, it would trade at roughly €215 per share today instead of close to €25,⁽²¹⁾ representing 9x underperformance in less than two years.

JET management cannot argue that the Company’s public market performance is due to short-term volatility. JET’s stock price has fallen -18% over the past five years ,⁽²²⁾ while the average company in the MSCI World Index has appreciated by +69%.⁽²³⁾ This woeful result occurred even as JET benefitted from pandemic-related tailwinds.

JET management’s betrayal of trust torpedoed the Company’s share price even as the business delivered outstanding fundamental performance. Over the past five years, JET grew revenue approximately +400% organically while generating over €1.2 billion of cumulative EBITDA.⁽²⁴⁾ JET is the clear #1 online food delivery business in major markets like the UK, Germany, Netherlands, Canada, Italy, Switzerland, Poland, Ireland, Austria, and Belgium.⁽²⁵⁾ It benefits from a hybrid marketplace-logistics model with structurally better unit economics than its competitors. Its market-leading positions are cemented by high retention, network effects, scale effects, and dominant brand awareness. Online food delivery is a secular growth industry with enormous adjacent opportunities like grocery and retail.

JET’s stock price will only recouple with its significant fundamental value if JET shareholders can trust its financial management and Supervisory Board.

Path Forward

The problem at JET is clear – JET management made a capital allocation mistake by buying Grubhub, then lost investor trust by providing misleading financial disclosures in advance of shareholder votes on the deal.

The solution at JET is equally clear – the Company needs a new Supervisory Board that will take quick strategic action to focus the business and strengthen its capitalization, and a CFO that will rebuild its credibility with the capital markets.

JET shareholders have a unique opportunity to get JET back on track at the upcoming Annual General Meeting.

We urge fellow shareholders to join us in VOTING AGAINST CFO Brent Wissink and JET’s legacy Supervisory Board (Chair Adriaan Nuhn, Vice-Chair Corinne Vigreux, Ron Teerlink, and Jambu Palaniappan).

If more than 50% of votes are cast against the reappointment of JET’s CFO and legacy Supervisory Board, the two remaining Supervisory Board members (David Fisher and Lloyd Frink) will be responsible for nominating new Supervisory Board members. JET shareholders will have an opportunity to approve the appointment of permanent additions to JET’s Management Board following the nomination thereof by the Supervisory Board.

We believe that voting AGAINST JET’s CFO and legacy Supervisory Board will clear the way for the action necessary to allow JET to achieve its great potential as the world’s best online food delivery company.

Please note that while the official deadline for casting votes is Thursday, April 28^th , certain sub-custodians in the Netherlands have inexplicably imposed a deadline as early as April 19^th . We are deeply concerned that this unnecessarily early and artificial deadline could deprive shareholders of their right to vote and to amend their votes through the official deadline of April 28^th , and we will monitor this issue closely leading up to the AGM. If you or your firm face difficulties casting or amending your votes before April 28^th , please email us at info@catrockcap.com .

WE URGE SHAREHOLDERS TO VOTE AS SOON AS POSSIBLE AND TO CHECK WITH THEIR PRIME BROKERS TO CONFIRM THAT THEIR VOTES HAVE BEEN RECEIVED BY THE COMPANY’S VOTE COUNTER (ABN AMRO).

Conclusion

JET is an incredibly high-quality business with valuable assets and fantastic growth prospects. Its bargain-basement equity value reflects shareholders’ justified disappointment with and distrust of management.

JET needs a reset, and the upcoming AGM is an excellent opportunity to unlock the Company’s incredible potential. We hope you decide to join us in helping JET get back on track.

Best Regards,

Alex Captain
Founder and Managing Partner
Cat Rock Capital Management LP

Appendix: Cat Rock Capital’s Just Eat Takeaway.com Annual General Meeting Vote Ballot
2.b. APPROVE REMUNERATION REPORT – For
2.c. ADOPT FINANCIAL STATEMENTS AND STATUTORY REPORTS – For
3. AMEND REMUNERATION POLICY FOR MANAGEMENT BOARD – For
4.a. APPROVE DISCHARGE OF MANAGEMENT BOARD – Against
4.b. APPROVE DISCHARGE OF SUPERVISORY BOARD – Against
5.a. REELECT JITSE GROEN TO MANAGEMENT BOARD – Abstain
5.b. REELECT BRENT WISSINK TO MANAGEMENT BOARD – Against
5.c. REELECT JORG GERBIG TO MANAGEMENT BOARD – For
6.a. REELECT ADRIAAN NUHN TO SUPERVISORY BOARD – Against
6.b. REELECT CORINNE VIGREUX TO SUPERVISORY BOARD – Against
6.c. REELECT DAVID FISHER TO SUPERVISORY BOARD – For
6.d. REELECT LLOYD FRINK TO SUPERVISORY BOARD – For
6.e. REELECT JAMBU PALANIAPPAN TO SUPERVISORY BOARD – Against
6.f. REELECT RON TEERLINK TO SUPERVISORY BOARD – Against
7. GRANT BOARD AUTHORITY TO ISSUE SHARES – Against
8. AUTHORIZE BOARD TO EXCLUDE PREEMPTIVE RIGHTS FROM SHARE… – Against
9. AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF ISSUED SHARE CAPITAL – For

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

About Cat Rock Capital Management LP

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

Notes

(1) S&P Capital IQ, 22 April 2022; return calculated from 9 June 2020; change in market value based on change in share price from 9 June 2020 to 22 April 2022 and pro forma diluted share count of 214m shares.

(2) JET FY21 annual report, 2 March 2022.

(3) JET FY21 annual report, 2 March 2022.

(4) JET 2020 full year results presentation, 10 March 2021; DHER FY20 annual report, 28 April 2021.

(5) JET press release, Hold separate order for Just Eat Takeaway.com lifted by the CMA , 16 April 2020; JET press release, Just Eat Takeaway.com to combine with Grubhub , 10 June 2020; JET 1H20 interim results, 12 August 2020; JET FY19 annual report, 12 March 2020; change in size of business based on FY19 Gross Merchandise Value (“GMV”) for the combined Just Eat Takeaway.com business relative to FY19 GMV of the standalone Takeaway.com business.

(6) JET press release, Just Eat Takeaway.com to combine with Grubhub , 10 June 2020; S&P Capital IQ, 22 April 2022; change in market value based on change in share price from 9 June 2020 to 22 April 2022 and pro forma diluted share count of 214m shares.

(7) “We have commented on the U.K. We believe…that tens of millions of euros need to be invested in the U.K.”, JET 1H 2020 earnings call, 12 August 2020; “So, if you…annualize [the 4Q20 EBITDA loss] for 2021, you will get to the right number. So that’s somewhere, call it, minus €60m, minus €80m on the EBITDA.”, JET FY20 earnings call, 10 March 2021; “…what we’re currently seeing is in line with Q4…we have not changed the outlook for the business, so that’s the same.”, JET Q1 2021 trading update call, 13 April 2021; “…for the full year 2021, we expect Just Eat Takeaway.com, including Grubhub, to generate an Adjusted EBITDA margin of -1% to -1.5% of GTV [-€280m to -€450m].”, JET Q2 2021 trading update, 15 July 2021.

(8) S&P Capital IQ, 22 April 2022; based on change in consensus FY21 Adjusted EBITDA following JET Q4 2020 trading update, 13 January 2021, and JET Q2 2021 trading update, 15 July 2021.

(9) JET 1H 2020 earnings call, 12 August 2020.

(10) S&P Capital IQ, 7 October 2020.

(11) JET FY20 earnings call, 10 March 2021.

(12) JET FY20 earnings call, 10 March 2021.

(13) JET Q2 2021 trading update, 15 July 2021.

(14) S&P Capital IQ, 22 April 2022; JET Q1 2022 trading update, 20 April 2022; based on JET FY22 GTV guidance and JET long-term EBITDA-GTV margin guidance of “greater than 5.0%”; JET enterprise value adjusted for its 33% stake in iFood (valued at €3bn).

(15) Prosus press release, Final Increased Cash Offer for Just Eat plc , 19 December 2019; S&P Capital IQ, 22 April 2022.

(16) JET FY21 annual report, 2 March 2022; JET 1H21 interim results, 17 August 2021; TKWY FY20 annual report, 17 March 2021.

(17) S&P Capital IQ, 22 April 2022; JET FY21 results presentation, 2 March 2022; Zomato Q3 FY22 shareholder letter, 10 February 2022; iFood value deducted from JET enterprise value, iFood valued based on iFood’s annualized 2H21 GTV and Zomato’s EV / 2H21 annualized ‘India Food Delivery GOV’ multiple.

(18) JET Q1 2022 trading update, 20 April 2022; based on Company guidance.

(19) Axios, DoorDash valued at $16 billion after new funding round , 18 June 2020.

(20) S&P Capital IQ, 22 April 2022; DoorDash return based on change in equity value from 19 June 2020 to 22 April 2022; JET return based on change in share price 9 June 2020 to 22 April 2022.

(21) S&P Capital IQ, 22 April 2022; DoorDash return applied to JET share price on 9 June 2020.

(22) S&P Capital IQ, 22 April 2022.

(23) S&P Capital IQ, 22 April 2022; MSCI World Index return reflects the total return, net of dividends, for the MSCI World Index (EUR).

(24) Company filings, including historical Just Eat and Grubhub filings; based on CRC estimates.

(25) JET Capital Markets Day presentation, 21 October 2021.

DISCLAIMER

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

FORWARD LOOKING STATEMENTS

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

PERMITTED RECIPIENTS

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

DISTRIBUTION

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

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