Investor presentation

DECEMBER 2019
Disclaimer
This presentation has been prepared by Prosus N.V. (Prosus) and MIH Food Delivery Holdings B.V. (MIH) in connection with the increased cash offer by MIH for the issued and to be issued ordinary share capital of Just Eat plc (Just Eat) (the Increased Offer). This presentation is provided for information purposes only. It is not
intended to and does not constitute or form part of, an offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to an offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to an offer in any jurisdiction in contravention of any applicable laws. The terms of the Increased Offer are set out in the formal offer documentation. In considering the offer, shareholders of Just Eat should only
rely on the information contained, and procedures described, in such documentation.

THE RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION OF THIS PRESENTATION IN JURISDICTIONS OTHER THAN THE UNITED KINGDOM MAY BE RESTRICTED BY LAW AND THEREFORE ANY PERSONS WHO ARE SUBJECT TO THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED KINGDOM SHOULD INFORM
THEMSELVES ABOUT AND OBSERVE ANY APPLICABLE REQUIREMENTS. ANY FAILURE TO COMPLY WITH APPLICABLE REQUIREMENTS MAY CONSTITUTE A VIOLATION OF THE LAWS AND/OR REGULATIONS OF ANY SUCH JURISDICTIONS.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR
CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A RESTRICTED JURISDICTION) AND UNLESS OTHERWISE DETERMINED BY PROSUS AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE
ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

This presentation does not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate Prosus, MIH or Just Eat or the business prospects of the enlarged group following the acquisition of Just Eat by MIH. The information set out in this presentation is not intended to form the basis of
any contract. By reading this presentation, you agree to the conditions set out on this page. This presentation (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation, solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. You should conduct your own independent analysis of Prosus, MIH, Just Eat and the Increased Offer, including consulting your own independent advisers in order to make an independent determination of
the suitability, merits and consequences of the Increased Offer. You should not base any behaviour in relation to financial instruments related to Prosus. MIH or Just Eat securities or any other securities and investments on information contained in this presentation.

Nothing in this presentation is intended as a profit forecast or estimate for any period and no statement in this presentation should be interpreted to mean that cash flow from operations, income of persons (where relevant), earnings or earnings per share or dividend per share for Prosus, MIH or Just Eat, as appropriate, for the
current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Prosus, MIH or Just Eat, as appropriate.

This presentation contains certain statements that are or may be forward looking statements. Forward-looking statements are prospective in nature and are not based on current or historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections about future events, and are
therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward looking statements. All statements other than statements of historical facts included in this presentation may be forward
looking statements. Without limitation, forward looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “is expected”, “objective”, “outlook”, ”risk”, “seeks”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “will look to”, “budget”,
“strategy”, “would look to”, “scheduled”, “goal”, “prepares”, “forecasts”, “cost-saving”, “is subject to”, “synergy”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”,
“probably” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and should be considered in light of various important factors. While these forward-looking statements represent our judgments and future expectations, a number of risks, uncertainties and other
important factors could cause actual developments and results to differ materially from our expectations. The key factors that could cause our actual results performance, or achievements to differ materially from those in the forward-looking statements include, among others, changes to IFRS and the interpretations, applications
and practices subject thereto as they apply to past, present and future periods; ongoing and future acquisitions, changes to domestic and international business and market conditions such as exchange rate and interest rate movements; changes in the domestic and international regulatory and legislative environments; changes to
domestic and international operational, social, economic and political conditions; the occurrence of labour disruptions and industrial action and the effects of both current and future litigation.
No forward-looking or other statements have been reviewed by the auditors of Prosus, MIH or Just Eat. All forward looking statements contained in this presentation and all subsequent oral or written forward-looking statements attributable to Prosus, MIH or Just Eat or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Each forward-looking statement speaks only as of the date of this presentation. None of Prosus, MIH or Just Eat, or any of their respective members, associates or directors, officers or advisers and any person acting on behalf of one or more of them, provides any representation, warranty, assurance or guarantee that the
occurrence of the events expressed or implied in any forward looking statements in this presentation will actually occur. Other than in accordance with their legal or regulatory obligations (including under the City Code, the Listing Rules and the Disclosure Guidance and Transparency Rules), no member of the Prosus group is under,
or undertakes, any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Certain figures contained in this presentation, including financial information, may have been subject to rounding adjustments and foreign exchange conversions. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this presentation may not conform exactly to the total figure given.

The Increased Offer is being made to Just Eat Shareholders resident in the United States in reliance on, and in compliance with, the applicable tender offer rules of the US Exchange Act 1934 as amended, and the rules and regulations promulgated thereunder (the US Exchange Act), including the “Tier II” exemption provided by Rule
14d-1(d) under such Act, and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. The Increased Offer is being made in the United States by MIH and no-one else.
In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, MIH, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Just Eat other than pursuant to the Increased Offer, before or during the
period in which the Increased Offer remains open for acceptance (or, if the Increased Offer is implemented by way of a scheme, until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn). If such purchases or arrangements to purchase were to be made they would be made outside the United States
either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and the United States, will be reported to a
Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. In addition, in accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, J.P. Morgan Cazenove and Morgan Stanley & Co. International plc and their affiliates may
continue to act as exempt principal traders in Just Eat Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the United Kingdom and the United
States, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, it will also be publicly disclosed in the United States.

Neither the SEC nor any US state securities commission has approved or disapproved the Increased Offer, or passed upon the fairness of the Increased Offer or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.
No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in
which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

2
Compelling value and greatest certainty from Prosus’s Increased Offer

Revised Offer 740p per share in cash

Implied Premium:

Premium to Just Eat’s share price on 21 October 2019 of 589p1 26%

Premium to the implied value of the Takeaway.com offer on 21

25%
October 2019 of 594p2
Illustrative premium assuming the 15% premium on announcement
44% (26%, on top of 15%
of the Takeaway.com offer in July remained embedded in Just Eat’s
embedded in price)1,2
share price as at 21 October 2019 (512p)1,3

Acceptance Condition 50% + 1 share

Spanish Antitrust Approval Obtained

Next Closing Date 27 December 2019 4

1. Closing Price of 589p per Just Eat Share on 21 October 2019 (last business day before Prosus’s firm offer announcement)
2. Value of the Takeaway.com Offer of 594 pence per Just Eat Share based on Takeaway.com’s Closing Price of €71.00 on 21 October 2019 multiplied by the Takeaway.com exchange ratio of 0.9744, and based on exchange rate of £:€ of £1:€1.165
3. Illustrative premium of 44% calculated by assuming that the 15% premium stated by Takeaway.com on announcement of their offer remained embedded in the Just Eat closing share price on 21 October 2019. Calculated by reversing the 15% premium on announcement of the Takeaway.com offer out of the 589p Takeaway.com share price on
21 October 2019, to establish an illustrative unaffected Just Eat share price for that day of 512p, which, compared to Prosus’s increased cash offer of 740p (which represented a 26% premium on announcement) implies a 44% premium
4. The Offer is initially open for acceptance until 1.00pm on 27 December 2019. MIH Food Delivery Holdings B.V. reserves the right (but shall not be obliged, other than as may be required by the City Code) at any time or from time to time to extend the Offer after such time. The latest date and time by which the Offer may be declared or become
unconditional as to acceptances is 1.00pm on 10 January 2020 (unless extended with the consent of the Panel)
3
Attractive premium over Just Eat’s price and Takeaway.com’s offer

1
+26% +44% +25% >731p +10%
premium to share price illustrative premium premium to the value of Just Eat’s Board premium to Prosus’s
as of 21 October 2019 assuming 15% premium Takeaway.com’s offer of recommended value of first offer to Just Eat’s
which compares from Takeaway.com’s 594p as of 21 October Takeaway.com’s offer at Board of 670p
favourably with offer embedded in Just 2019, still announcement date
precedent UK premia Eat’s share price on recommended by
21 October 2019 Just Eat’s Board

Just Eat price of 589p on the day

before our offer (21 October 2019)
already included a premium from
the Takeaway.com offer

Just Eat is an attractive business but requires investment

We take this into account when assessing the targeted return on investment for our shareholders and
the price we can justify

1. Illustrative premium of 44% calculated by assuming that the 15% premium from 731p value of Takeaway.com’s offer at announcement to Just Eat’s closing price of 636p on 26 July 2019 was embedded in the Just Eat closing share price on 21 October 2019 of 589p, to which Prosus’s increased cash offer of 740p came at a premium of 25.6%

4
Prosus can justify the premium as we are uniquely positioned to address
the market opportunity and challenges faced by Just Eat

1 Just Eat is facing significant and increasing competitive pressure

2 Further downside for Just Eat’s stock price highlighted by Menulog and Grubhub examples

Critical importance of own-delivery capabilities and downside risk from underinvestment

3
demonstrated by divergent performance within Just Eat’s own portfolio

4 Takeaway.com offer carries significant risks for Just Eat Shareholders

5 Combination with Takeaway.com would not address Just Eat’s challenges

5
1
Market share loss to own-delivery challengers continues across core
Just Eat markets

UK share of Italy share of Spain share of France share of

Daily Active Users1 Daily Active Users1 Daily Active Users1 Daily Active Users1

100%
91%
91%
84%

75%

Replace with UK
50% 51% 48%
47%
Share loss
acceleration
32%
25% Share loss
acceleration
13%

0%
Nov-16 Nov-19 Nov-16 Nov-19 Nov-16 Nov-19 Nov-16 Nov-19

Source: SimilarWeb (Android only)

1. Based on respective shares of Just Eat, Deliveroo, Uber Eats and Glovo, where applicable; all charts shown on the same scale
6
2
Just Eat’s track record in Australia and New Zealand starkly demonstrates
how underinvestment can erode value

Intensifying competition… ...underinvestment and material value erosion

Share of Google search interest in Australia for selected peers 4

100%
£421m acquisition
of Menulog by Just
100%

75%
Eat in May 2015

1
“ The rapid evolution of this market and the transformation
underway in our business has led us to re-evaluate the
carrying value of goodwill associated with the 2015 acquisition
Menulog. We have recorded a non-cash, IFRS-based
impairment charge of £180.4 million.
Just Eat FY2017 Press Release ”
50%

28%
Menulog invests
25% <£10m in strategic Leadership
growth initiatives in loss, revenue
20181 decline2,
Deliveroo and 75% value
Uber Eats enter destruction3
0%
Australia
May-15 Dec-19 <£10m
in 2015 – 2016
Menulog Deliveroo Uber Eats
2
Menulog market positions based on Just Eat disclosure

Source: Press releases, company filings, Google Trends

Notes:
1. <£10 million investment in Menulog by Just Eat is calculated as their £19 million investment in Canada and Australia announced in Just Eat’s 2018 annual report, less the £12 million uEBITDA loss in Canada reported in their 2018 annual report
2. Revenue decline from £46.8m in 2017 to £46.7m in 2018 on the constant currency basis
3. Based on Menulog’s broker valuation of £104 million as compared to £421m original investment. Menulog’s broker valuation of £104 million is the arithmetic average of the value assigned to Australia and New Zealand by those brokers available to Pluto which provide an SOTP valuation of Just Eat dated after 31 July 2019 (that being the date of
Just Eat’s H1 2019 results). These brokers include Barclays (01 August 2019), Exane BNP Paribas (30 October 2019) and Macquarie (06 August 2019). The minimum ANZ valuation estimate per the consensus is £76 million, the maximum is £128 million, and the arithmetic average is £104 million. In accordance with Rule 28.8(c) of the City Code,
the consensus estimates are not shown with the agreement or approval of Just Eat
4. Based on respective shares of the shown players
7
2
Grubhub situation is highly comparable and illustrates further potential
downside

Grubhub’s situation is highly comparable to

that of Just Eat in the UK… …and is a cautionary tale of what may come

UK
UK share of US share of
Incumbent
market leader   100%
Daily Active Users3 Daily Active Users3

91%
Marketplace
model heritage  
75%
History of strong
profitability  
Disrupted by 50% 47%
competition
45%

Growth
slowdown 23% 11% 25%
(since 2016)1
19%

Margin
compression 16% 13%
(since 2016)2 0%
Nov-16 Nov-19 Nov-16 Nov-19

Source: Company information, SimilarWeb (Android only) Just Eat Deliveroo Uber Eats Grubhub4 Doordash Uber Eats
1. Just Eat UK: year-on-year order growth slowdown from 31% in 2016 to 8% in Q3 2019. Grubhub: year-on-year order growth slowdown from 21% in 2016 to 10% in Q3 2019
2. Just Eat UK: EBITDA margin decrease from 51% in 2016 to 35% in H1 2019 (latest available). Grubhub: EBITDA margin decrease from 29% in 2016 to 16% in H1 2019 Postmates
3. Based on respective shares of the shown players in the respective geographies; all charts shown on the same scale
4. Including Eat24 users

8
2
Just Eat shareholder returns suffered recently with further downside
in future
Shareholder returns …with further downside risk as
suffered recently… illustrated by Grubhub’s valuation
150
Just Eat total shareholder returns
Pre-Offer price Based on Grubhub’s
(rebased to 100)1
(as at 21 October current valuation
2019) (illustrative)

EV /
100 Revenue 3.2x2 2.7x3
2020E

21-Oct-19
(15.6%)
Share
price 589p 502p4
50
Increased investment that Just
Eat’s Board acknowledged “may
impact” profitability” is not
reflected in its current share price
trading on bid speculation Prosus offer
premium +26% +48%

0
Oct-17 Jun-18 Feb-19 Oct-19
Source: Company information, Capital IQ, FactSet
1. Since 21 October 2017
2. Just Eat’s enterprise value / 2020E revenue of 3.2x as at 21 October 2019 is based on: Just Eat’s enterprise value of approximately £4,105 million is calculated as Just Eat’s equity value of approximately £4,050 million (based on total shares outstanding of 687 million as per the Just Eat H1 2019 report and share price of £6.89 as at 21 October
2019) plus net debt of £118 million, and other adjustments of £(63) million and 2020E revenue reflects the arithmetic average broker consensus of £1,296 million. Just Eat broker consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Just Eat’s H1 2019 results statement) as at 21 October 2019 and includes
group level estimates from the following analysts: Arete Research Services (10 October 2019), Barclays (1 August 2019), Berenberg (9 August 2019), Credit Suisse (2 August 2019), Investec (18 September 2019), Jefferies (13 August 2019), Liberum (3 September 2019), Macquarie (2 October 2019), Numis Securities (16 October 2019), Peel
Hunt (31 July 2019) and RBC Capital Markets (7 August 2019). Estimates from Goldman Sachs and UBS have been excluded from the consensus as they are connected advisors to Just Eat. Estimates from J.P. Morgan Cazenove and Morgan Stanley have been excluded as they are connected advisors to Prosus. Estimates from Bank of America
Merrill Lynch have been excluded as they are a connected advisor to Takeaway.com. The minimum 2020E group revenue estimate per the consensus is £1,220 million, the maximum is £1,458 million, and the arithmetic average is £1,296 million; and in accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with
the agreement or the approval of Just Eat
3. Grubhub’s enterprise value / 2020 revenue of 2.7x as at 10 December 2019 is based on: Grubhub’s enterprise value of US$4,007 million is calculated as Grubhub’s equity value of US$3,690 million (based on diluted shares outstanding of 94.5 million and share price of US$39.04 as at 10 December 2019) plus net debt of US$317 million. 2020
revenue reflects the Capital IQ broker consensus of US$1,461 million.Calculated by multiplying Just Eat’s consensus 2020E revenue of £1,276 million by 2.7x to obtain an illustrative enterprise value of £3,501 million. Applying Just Eat’s enterprise to equity value bridge of £55 million results in an illustrative equity value of £3,446 million. Dividing
by Just Eat’s fully diluted shares of 687 million results in an illustrative share price of 502 pence per share. This calculation is illustrative and should not be interpreted as a valuation estimate or profit forecast under the Takeover Code
9
3
Critical importance of investment into own-delivery capabilities
demonstrated by divergent performance within Just Eat’s own portfolio

Own-delivery
focus     
Share of own-
delivery 100% >20% 7.9% 7.9% 7.9%
(outside Canada) (outside Canada) (outside Canada)

H1 2019
y-o-y order +83% +122% +9% +22% +22%
growth (Europe total) (Europe total)

100%
100% 91% 91% 84%
75% 77%
47%
Share of 50% 48%
Daily Active 36% 51%
32%
Users1 25%

0%
Jun-17 Nov-19 Nov-16 Nov-19 Nov-16 Nov-19 Nov-16 Nov-19 Nov-16 Nov-19
SkipTheDishes Foodora iFood Uber Eats Just Eat Deliveroo Just Eat Glovo Just Eat Uber Eats
Zomato DoorDash Glovo Rappi Uber Eats Deliveroo Uber Eats Glovo Deliveroo
Uber Eats

Source: SimilarWeb (Android only)

1. Based on respective shares of the shown players in the respective geographies; all charts shown on the same scale
10
4 Takeaway.com’s stock is priced with little room for execution missteps
Enterprise Value / 2020E revenue1,2,3,4,5 Share price as % of all-time high1

9.5x

95.5% 95.1%

66.2%

4.0x
3.2x
2.7x 26.6%

Source: FactSet, Capital IQ, Company information

1. Data as at 10 December 2019, Just Eat as of 21 October 2019. Market data and Delivery Hero consensus from Capital IQ.
2. Delivery Hero’s enterprise value / 2020E revenue is based on Delivery Hero’s enterprise value of €8,250 million is calculated as Delivery Hero’s equity value of €9,625 million (based on total shares outstanding of 195.2 million and share price of €49.30 as at 10 December 2019) plus net debt of €(715) million, and other adjustments of €(676) million.
2020E revenue reflects the Capital IQ broker consensus of €2,054 million.
3. Just Eat’s enterprise value / 2020E revenue as at 21 October 2019 is based on: Just Eat’s enterprise value of approximately £4,105 million is calculated as Just Eat’s equity value of approximately £4,050 million (based on total shares outstanding of 687 million as per the Just Eat H1 2019 report and share price of £6.89 as at 21 October 2019) plus net
debt of £118 million, and other adjustments of £(63) million and 2020E revenue reflects the arithmetic average broker consensus of £1,296 million. Just Eat broker consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Just Eat’s H1 2019 results statement) as at 21 October 2019 and includes group level estimates
from the following analysts: Arete Research Services (10 October 2019), Barclays (1 August 2019), Berenberg (9 August 2019), Credit Suisse (2 August 2019), Investec (18 September 2019), Jefferies (13 August 2019), Liberum (3 September 2019), Macquarie (2 October 2019), Numis Securities (16 October 2019), Peel Hunt (31 July 2019) and RBC
Capital Markets (7 August 2019). Estimates from Goldman Sachs and UBS have been excluded from the consensus as they are connected advisors to Just Eat. Estimates from J.P. Morgan Cazenove and Morgan Stanley have been excluded as they are connected advisors to Prosus. Estimates from Bank of America Merrill Lynch have been excluded as
they are a connected advisor to Takeaway.com. The minimum 2020E group revenue estimate per the consensus is £1,220 million, the maximum is £1,458 million, and the arithmetic average is £1,296 million; and in accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Just Eat
4. Takeaway.com’s enterprise value / 2020 revenue of 9.5x is based on Takeaway.com’s enterprise value of €5,260 million is calculated as Takeaway.com’s equity value of €5,073 million (based on total shares outstanding of 61.2 million as per the Just Eat Scheme Document and share price of €86.91 as at 10 December 2019) plus net debt of €166
million, and other adjustments of €21 million. 2020 revenue reflects the arithmetic average broker consensus of €556 million as defined above. Takeaway.com consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Takeaway.com’s H1 2019 results statement) as at 6 December 2019 (the last practicable date prior to
the publication of this Document) and includes group level estimates from the following analysts: Barclays (9 October 2019), Credit Suisse (19 November 2019), Deutsche Bank (9 October 2019), Exane BNP Paribas (26 November 2019), HSBC (23 October 2019), ING Bank (2 December 2019), Jefferies (9 October 2019), Macquarie, (18 October 2019)
and RBC Capital Markets (9 October 2019). Estimates from Goldman Sachs and UBS have been excluded from the consensus as they are connected advisors to Just Eat. Estimates from J.P. Morgan Cazenove and Morgan Stanley have been excluded as they are connected advisors to Prosus. Estimates from Bank of America Merrill Lynch have been
excluded as they are a connected advisor to Takeaway.com. The minimum 2020 group revenue estimate per the consensus is €509 million, the maximum is €589 million, and the arithmetic average is €556 million. In accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of
Takeaway.com.
5. Grubhub’s enterprise value / 2020 revenue of 2.7x as at 10 December 2019 is based on: Grubhub’s enterprise value of US$4,007 million is calculated as Grubhub’s equity value of US$3,690 million (based on diluted shares outstanding of 94.5 million and share price of US$39.04 as at 10 December 2019) plus net debt of US$317 million. 2020 revenue
reflects the Capital IQ broker consensus of US$1,461 million. 11
4 Meaningful downside risk to the valuation of the combined entity

Takeaway.com before Takeaway.com after Combined entity Just Eat

the Germany deal the Germany deal + Takeaway.com

Orders split1 Orders split3 Orders split5

Netherlands Netherlands Germany

Others
Others Others
Netherlands
27%
69% ANZ
37%
Canada UK
Germany Germany

Share Price2 Share Price4 Share Price

€45 €84 ?
Share price increase: +86%7
Low Competition Markets6 Organic order growth8:
• Netherlands: +18%
• Germany: +22%

Source: FactSet, Capital IQ, Company information 4. Takeaway.com share price as of 26 July 2019 7. From 20 December 2018 to 26 July 2019
1. 9 months ending September 2018, latest available reporting 5. Pro-forma estimates based on H1 2019 reported financials for Just Eat and Takeaway.com 8. H1 2019 vs H1 2018, adjusted for Germany acquisition
2. Takeaway.com share price as of 20 December 2018 6. Low Competition Markets defined as markets where the leader holds over 80% of market share (based on
3. H1 2019, latest available reporting. Pro-forma adjusted for the acquisition of Delivery Hero German assets Google Trends data)

12
5 Takeaway.com’s playbook from Netherlands / Germany would not work in the UK

London London Amsterdam Berlin

40%

Share of top 50
restaurants on
delivery
platforms1
12%
8% 8%

Takeaway.com has limited

experience of competing against
Uber Eats at scale
1. Number of restaurants served by the platform among Tripadvisor top 50 restaurants in each city as of 8 December 2019

13
5
Misalignment between Just Eat and Takeaway.com highlight operational
execution risk

Which own-delivery capabilities will be rolled out? Will this impact profitability?

? “ “
Leveraging our world- Investment in growth levers and
class Skip technology
and operational know-
how to build own-
Yes? strategic initiatives will accelerate
revenue growth and, depending on
their nature and timing, may impact
delivery capabilities our profitability in the future

” ”
“ Scoober is active in currently 82

No?
?
cities – no material negative

“ Intended roll-out of
Takeaway.com’s highly
impact on the bottom line
expected from a further roll-out
successful Scoober
restaurant delivery services
in the UK, to fend off own-
”
delivery challengers

”
Sources: Just Eat Defense Circular, Takeaway.com presentations and press releases
14
Prosus’s Increased Offer clearly superior for Just Eat shareholders

Prosus’s increased all-cash offer Recommended competing all-stock offer

740p per share 680p per share

(current value)3

 Compelling and certain value

 Relies on shares valued at above sector
multiples with little room for execution
missteps


26% premium to Just Eat’s share price on 21
October 2019 which already included a premium
from the Takeaway.com offer1
 Significant market and execution risk with
limited synergies
44% illustrative premium assuming 15%
 premium from Takeaway.com offer embedded in
Just Eat’s share price on 21 October 20192  Lower deal certainty: 75%+1 acceptance
condition, subject to shareholder approval

 Higher deal certainty: 50%+1 acceptance

condition, antitrust approval obtained

1. Last Business Day before the date of the Offer Announcement

2. Illustrative premium of 44% calculated by assuming that the 15% premium from 731p value of Takeaway.com’s offer at announcement to Just Eat’s closing price of 636p on 26 July 2019 was embedded in the Just Eat closing share price on 21 October 2019 of 589p, to which Prosus’s increased cash offer of 740p came at a premium of 25.6%
3. Value of Takeaway.com’s offer as of 10 December 2019. Value of Takeaway.com’s offer at announcement date (26 July 2019) recommended by Just Eat’s Board was 731p per the Takeaway.com Rule 2.7 announcement

15
If you require any further information, please visit our website
www.prosus.com
or alternatively email Eoin Ryan (Head of Investor Relations)
at InvestorRelations@prosus.com