NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

The Management Board of Takeaway.com N.V. (“Takeaway.com”) notes the recent announcement by Just Eat plc (“Just Eat”) and confirms that it is in discussions with Just Eat regarding a possible all-share combination of Takeaway.com with Just Eat.

Any transaction may be structured as an offer for Just Eat by Takeaway.com but there can be no certainty that any offer will be made, nor as to the terms of any such offer should one be made.

In accordance with Rule 2.6(a) of the Code, Takeaway.com is required, by no later than 5.00 p.m. (London time) on 24 August 2019, being 28 days after today’s date, either to announce a firm intention to make an offer for Just Eat in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

A further announcement will be made in due course.