Investor presentation

November 2019
Compelling and certain value at a premium to Takeaway.com’s offer

Offer 710p per share in cash

Implied Premium:

to Just Eat’s share price on 21 October 20191 20%

to the value of the Takeaway.com offer on 21 October 20192 20%

Acceptance Condition 75%

First Closing Date 11 December 2019 3

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
3. The Offer is initially open for acceptance until 1pm on 11 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 1pm on 10 January 2020 (unless extended with the consent of the Panel).

2
Prosus can justify the premium as we are uniquely positioned to address
the market opportunity and challenges faced by Just Eat

1 Prosus is a leading global operator and investor in Food Delivery with a proven track record

2 Food delivery is going through a global transformation, with own-delivery key to success

Just Eat is facing significant competitive pressure and requires investment in own-delivery,
3 marketing, product and technology

4 Market is underestimating the impact of the required transformation on Just Eat’s financials

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

3
Prosus is a leading global consumer internet group

TOP 10
PURE PLAY
INTERNET STOCK
77
LEADERSHIP POSITIONS3
c. €100bn
MARKET capitalisation1

US$18bn >1.5bn
REVENUES FY’192 CUSTOMERS ACROSS4

30% c.90
REVENUE GROWTH FY’192 MARKETS4

Source: Company information

1. CapitalIQ as of November 2019
2. Revenue based on economic interest basis. Revenue growth represents year-on-year organic FY’18-FY’19 growth
in local currency excluding M&A
3. Excl. leadership positions of the Group’s investments held in Ventures; information per Prosus listing prospectus
4. Information per Prosus listing prospectus 4
We helped build some of the world’s leading internet businesses

A global leader Operations in

in classifieds 18 markets1

Over 900m
350m transactions
users1 processed1

38 >US$30bn
Countries2 total payment value1

Food Delivery

36 market leading
More than positions across 44
1bn3 countries4
Weixin and
WeChat users >4bn
people covered4
#1 online
platform in China5
>650k4
restaurant partners

Source: Company information

1. Based on Prosus listing prospectus
2. Countries with lower than 1,000 daily unique listers (7 in total) excluded from ‘active country’ list, based on Prosus listing prospectus
3. Combined MAU of Weixin and WeChat based on Prosus listing prospectus
4. Based on latest disclosure from Delivery Hero, iFood and Swiggy
5. Based on share of mobile internet usage (as per QuestMobile), based on Prosus listing prospectus 5
Prosus’s portfolio companies are leaders in their markets…

A leader in Brazil A leader in India A leader in 34 of 41 countries

In >800 cities In >500 cities In >4,000 cities

>130k restaurant partners >130k restaurant partners c.390k restaurant partners

20m monthly orders c.210k own-delivery partners Covering 1.2bn people

>20% own-delivery orders >95% own-delivery orders 40% own-delivery orders1

1. Q3 2019 delivery order mix

6
…and exhibit superior growth

Order growth1,2
Prosus portfolio

+320%

+122%

+92%

+35%
+22% +21% +16%
+10%
+10%
Swiggy iFood Delivery Hero Meiutan Yume Takeaway.com Just Eat Grubhub

1. FY2019 vs FY2018 for Swiggy (latest publicly disclosed information); six months ended in June 2019 vs June 2018 for iFood
2. Q3 2019 vs Q3 2018 for Delivery Hero, Takeaway.com (adjusted for acquisition of assets in Germany and Israel), Yume no Machi (quarter ending 31 August), Just Eat, Grubhub; Meituan Q2 2019 vs Q2 2018 (latest reported)
7
The food sector is evolving rapidly, moving from marketplace to own-
delivery and beyond. We are at the forefront of this transformation

Customer needs
Broader restaurant selection …best addressed by innovative,
own-delivery focused model
Increased food variety

Faster and more reliable delivery times

Significantly expanded TAM
Better delivery experience
Increased control over

+
customer experience

Stronger value added to

restaurants
Restaurant needs
Wider customer base Focus on continuous
Improved kitchen utilisation innovation, including cloud
kitchens, private brands etc.
Reliable delivery partner

Meaningful incremental revenue

8
Historically, Just Eat had an excellent financial profile and leading portfolio…

Group United Kingdom

80% 80%

No.1 in 13 of 13
60% 60%
geographies1

52%
51% 53% 50%

40% 40%
38%
31%
34%

20% 20%
19%

0% 0%
Mar-14 Dec-14 Sep-15 Jun-16 Mar-14 Dec-14 Sep-15 Jun-16

YoY order growth EBITDA margin

YoY order growth EBITDA margin

Source: Company disclosure

1. Just Eat FY16 results presentation
9
…but intensified competition from own-delivery challengers in the UK…

UK share of UK share of London share of

daily average users1 app downloads1 Google search interest2

100% 100% 100%

91%

85%
75% 75% 75%

53%
50% 50% 50% 50%
45%
43%

25% 25% 25%

0% 0% 0%
Nov-16 Nov-19 Nov-16 Nov-19 Nov-15 Nov-19

1. Based on respective shares of Just Eat, Deliveroo and Uber Eats (source: SimilarWeb, data on Android platform)
2. Based on respective shares of Just Eat, Deliveroo and Uber Eats (source: Google Trends)
10
…and across other core markets…

Australia share of Italy share of Spain share of France share of

Google search interest1 Google search interest1 Google search interest1 Google search interest1

100%
98% 96% 94%

75% 79%

50% 51%

41%

32%
25%
19%

0%
Nov-15 Nov-19 Nov-15 Nov-19 Nov-15 Nov-19 Nov-15 Nov-19

Source: Google Trends

1. Based on respective shares of Just Eat, Deliveroo, Uber Eats and Glovo
2. Menulog in Australia, Alloresto in France for historical data
11
…resulted in weakening financial performance and loss of leadership positions

Group United Kingdom

80% 80%

No.1 in 7/8 of 13
geographies1
60% 60%

50%
51%

Marketplace order
growth of 3.8%
40% 40%
in H1 19
38%
35%

20% 20% Other position:

19% 16%
16%

8%

0% 0%
Mar-14 Feb-15 Jan-16 Dec-16 Nov-17 Oct-18 Sep-19 Mar-14 Feb-15 Jan-16 Dec-16 Nov-17 Oct-18 Sep-19

YoY order growth EBITDA margin YoY order growth EBITDA margin

Source: Company disclosure

1. Just Eat’s position in Switzerland unclear based on public disclosure

12
Just Eat’s global peers have been impacted by similar challenges

Share of Google search

interest decline1 Margin compression LTM share price reaction3
100%
100
75%

50% 9% 80

60
25%
2019 guided EBITDA margin
decline vs 2018A2 40 -61%
0%
Nov-16 Nov-19 20
Grubhub Doordash Uber Eats Postmates Nov-18 Nov-19

100%
100
75%

50% 16% 80

60
2019A operating profit margin -57%
25% 40
decline vs 2018A
0% 20
Nov-16 Nov-19 Nov-18 Nov-19
Yume No Machi Uber Eats

Sources: Company filings, CapitalIQ as of 08/11/2019, Google Trends

1. USA and Japan, based on respective shares of search interest for selected companies (Source: Google Trends)
2. 2019 guided EBITDA estimate based on mid point of guidance range for Q4 ($15-25m) and actual Q3 2019 last 9 months EBITDA
3. Rebased to 100 (November 2018)
13
Prosus has proven ability to support own-delivery led transformation, as
demonstrated in Brazil (in partnership with Just Eat)

Before After

Significant multi-year
iFood market leading
investment led by Prosus
incumbent in Brazil
($400m announced in 2018)

Built out own-delivery capabilities from

100% marketplace scratch in 1 year, reaching >20%
own-delivery order share and growing

Top line growth accelerated to

Proven profitability
122% in H1 2019

Pressure from aggressive own-

delivery challengers Rappi and
Positive market share dynamics
Uber Eats led to market share
loss

Source: Company information

14
Just Eat requires substantial investment in own-delivery, marketing,
product and technology

4.9% own-delivery
H1 2019

€350m
$200m+ Announced investment in
strategic growth initiatives
$100m Investment in marketing
in 20195

and delivery in 2018

Invested by
£51m shareholders in 2018
Investment in strategic
growth initiatives in
$400m multi-year
2018 investment programme
announced2

1. Own-delivery orders excluding Canada in H1 2019

2. Prosus and Innova Capital have committed to invest $400m of new capital into Movile to use for further investment in iFood’s growth, product development and geographical expansion
3. Q2 2019 delivery order mix
4. Q3 2019 delivery order mix
5. Including €250m investment announced in December 2018 following the sale of German assets to Takeaway.com and additional €100m investment in H2 2019 announced in June 2019. In August 2018, Delivery Hero announced €80m planned investment in growth initiatives in H2 2018
15
Economic impact from the required transformation is underestimated

Economic impact of the urgent transformation required… …is not reflected in the current market consensus forecasts

Group EBITDA Margin1 UK EBITDA Margin2

Revenue per order should increase from
higher commission and delivery fees 51%
49%

44%
40% 42%

Transformation
Gross Profit and EBITDA margins should impact is
decrease given incremental delivery and 28% underestimated

other costs 21%

20%
17% 18%

Transformation
impact is
Capital requirements should increase due underestimated
to requirement to build logistics
infrastructure
2017 2018 2019E 2020E 2021E 2017 2018 2019E 2020E 2021E

Actuals Forecasts
1. Just Eat consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Just Eat’s H1 2019 Results statement) as of 8 November 2019 (the last practicable date prior to the publication of the Offer Document) and includes group level estimates from the following analysts(excluding connected advisors): Arete Research
Services (04 November 2019), Barclays (01 August 2019), Berenberg (09 August 2019), Credit Suisse (22 October 2019), Exane BNP Paribas (30 October 2019), HSBC (22 October 2019), Investec (18 September 2019), Jefferies (13 August 2019), Liberum (23 October 2019), Macquarie (02 October 2019), Numis Securities (31 October 2019), Peel
Hunt (21 October 2019), RBC Capital Markets (24 October 2019). Group EBITDA margin is calculated as consensus group EBITDA divided by consensus group revenue. The minimum / maximum / arithmetic mean group EBITDA margin per the consensus is as follows: 2019: 10.2% / 18.9% / 17.0%, 2020: 14.9% / 20.0% / 18.2%, 2021: 16.1% /
23.8% / 20.0%. 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.
2. The Just Eat consensus UK EBITDA margin forecast comprises those analysts from the list in footnote (1) that have published EBITDA margin forecasts for the UK. These analysts are: Barclays (01 August 2019), Credit Suisse (22 October 2019), Jefferies (13 August 2019), Liberum (23 October 2019), Numis (31 October 2019). UK EBITDA margin
is calculated as consensus UK EBITDA divided by consensus UK revenue. The minimum / maximum / arithmetic mean UK EBITDA margin per the consensus is as follows: 2019: 39.9% / 40.5% / 40.2%, 2020: 38.8% / 45.1% / 41.5%, 2021: 42.0% / 47.0% / 44.1%
16
Takeaway.com trading near all-time highs with outlier valuation

Enterprise Value / 2020E revenue1,2,3 Share price as of 26 July 2019 as % of all-time high5

8.4x Broker consensus

target price is only
a 2.4%4 premium 97.2%
to the unaffected
share price
78.9%
71.4%

3.9x 50.9%
3.6x

2.4x

Source: FactSet, CapitalIQ, Company information

1. Data as of 8/11/2019, market data and GrubHub and Delivery Hero consensus from Capital IQ. Enterprise values calculated as per offer document.
2. Just Eat consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Just Eat’s H1 2019 Results statement) as of 8 November 2019 (the last practicable date prior to the publication of the Offer Document) and includes group level estimates from the following analysts(excluding connected advisors): Arete Research Services
(04 November 2019), Barclays (01 August 2019), Berenberg (09 August 2019), Credit Suisse (22 October 2019), Exane BNP Paribas (30 October 2019), HSBC (22 October 2019), Investec (18 September 2019), Jefferies (13 August 2019), Liberum (23 October 2019), Macquarie (02 October 2019), Numis Securities (31 October 2019), Peel Hunt (21 October
2019), RBC Capital Markets (24 October 2019). The minimum / maximum / arithmetic mean 2020 group revenue per the consensus is as follows: £1,191m / £1,458m / £1,279m. 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.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 8 November 2019 (the last practicable date prior to the publication of the Offer Document) and includes group level estimates from the following analysts (excluding connected advisors): Barclays (09
October 2019), Credit Suisse (October 2019), Deutsche Bank (09 October 2019), Exane BNP Paribas (30 October 2019), HSBC (23 October 2019), ING Bank (09 October 2019), Jefferies (09 October 2019), Macquarie, (18 October 2019) and RBC Capital Markets (09 October 2019).The last day before commencement of the Just Eat offer period. The minimum
/ maximum / arithmetic mean 2020 group revenue per the consensus is as follows: €509m / €589m / €554m. 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
4. Takeaway.com consensus target price comprises all analyst notes detailed in footnote 3. The minimum / maximum / arithmetic mean target price is as follows: €70.00 / €105.00 / €85.58. in accordance with Rule 28.8(c) of the City Code, the target prices are not shown with the agreement or the approval of Takeaway.com.
5. The last day before commencement of the Just Eat offer period 17
Compelling and certain value at a premium to Takeaway.com’s offer

1 Prosus is a leading global operator and investor in Food Delivery with a proven track record

2 Food delivery is going through a global transformation, with own-delivery key to success

Just Eat is facing significant competitive pressure and requires investment in own-delivery,
3 marketing, product and technology

4 Market is underestimating the impact of the required transformation on Just Eat’s financials

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

18
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