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Response to Speculation

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

The Board of Just Eat (the “Board”) notes the press speculation regarding discussions between Just Eat and Takeaway.com N.V. in relation to a possible combination of the businesses. The Board confirms that Just Eat is in discussions regarding a possible combination of Just Eat with Takeaway.com (the “Possible Combination”).

There can be no certainty as to whether any transaction will take place or the terms on which any combination may be agreed. A further announcement will be made if and when appropriate.

The Possible Combination may be implemented by way of an offer for Just Eat by Takeaway.com. Accordingly until further notice, for the purposes of the Code, Just Eat will be treated as an offeree company. In accordance with Rule 2.6(a) of the Code, Takeaway.com will have until no later than 5.00pm on 24 August 2019 to announce either a firm intention to make an offer for Just Eat in accordance with Rule 2.7 of the Code or 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 (“Takeover Panel”) in accordance with Rule 2.6(c) of the Code.

Just Eat plc

Chris Dyett, Natalia Dyett, Investor Relations +44 (0)20 3667 6948
Ralph Charlton, Jo de Koning, Corporate Communications press@just-eat.com

Goldman Sachs International (Lead financial adviser and corporate broker to Just Eat)

Anthony Gutman +44 (0) 20 7774 1000
Nick Harper
Clif Marriott
Duncan Stewart (Corporate broking)

Oakley Advisory (Lead financial adviser to Just Eat)

Christian Maher +44 (0) 20 7766 6900
Christian Craggs
Marc Jones

UBS (Financial adviser and corporate broker to Just Eat)

Rahul Luthra +44 (0) 20 7568 8000
Craig Calvert
Sandip Dhillon

Brunswick Group LLP (PR adviser to Just Eat)

Sarah West +44 (0) 20 7404 5959
David Litterick

About Just Eat

Just Eat plc (LSE: JE) operates a leading global hybrid marketplace for online food delivery. Headquartered in London, we use proprietary technology to offer a quick and efficient digital ordering service for over 26 million customers and more than 100,000 Restaurant Partners across the UK, Australia & New Zealand, Canada, Denmark, France, Ireland, Italy, Mexico, Norway, Spain, Switzerland and Brazil.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Oakley Advisory, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Just Eat and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Eat for providing the protections afforded to clients of Oakley Advisory, or for providing advice in connection with the matters referred to in this announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to Just East and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any person other than Just Eat as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Publication of this announcement

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Eat’s website at www.justeatplc.com, by no later than 12 noon (London time) on 29 July 2019. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Important notice

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Rule 2.9

As at the date of this announcement, Just Eat plc has 681,888,709 ordinary shares of 1 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the ordinary shares is GB00BKX5CN86.

Market Abuse Regulation

This press release contains inside information as meant in article 7(1) of the Market Abuse Regulation.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8.

A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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