GrubHub DEFM14AProxy related to merger

The accompanying proxy statement/prospectus incorporates important business and financial information about Grubhub from documents that are not included in or delivered with the accompanying proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing, or by telephone, from Grubhub at the following address and telephone number:

In addition, if you have any questions concerning the Transaction, the Merger Agreement, the Grubhub Stockholder Meeting or the accompanying proxy statement/prospectus, or if you would like additional copies of the accompanying proxy statement/prospectus (at no charge) or need help submitting a proxy to have your Grubhub Shares voted, please contact Innisfree M&A Incorporated, Grubhub’s proxy solicitor. Grubhub Stockholders may call toll-free at (877) 717-3936; banks and brokers may call collect at (212) 750-5833. You will not be charged for any of these documents.

See “Where You Can Find More Information” beginning on page 320 of the accompanying proxy statement/prospectus for further information.

This proxy statement/prospectus, which forms part of the registration statement on Form F-4 filed by Just Eat Takeaway.com with the U.S. Securities and Exchange Commission, constitutes a prospectus of Just Eat Takeaway.com under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to the New Just Eat Takeaway.com Shares (which will be represented by the New Just Eat Takeaway.com ADSs) to be issued to Grubhub Stockholders as the merger consideration. This proxy statement/prospectus also constitutes a proxy statement for Grubhub under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended. In addition, it constitutes a notice of meeting with respect to the Grubhub Stockholder Meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated 12 May 2021. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such information. The mailing of this proxy statement/prospectus to Grubhub Stockholders shall not create any implication to the contrary.

A prospectus will be approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”), as competent authority under the EU Prospectus Regulation (as defined herein) and, separately, by the Financial Conduct Authority of the United Kingdom (the “FCA”), as competent authority under the UK Prospectus Regulation (as defined herein ) (the “European Prospectus”). The European Prospectus will be issued solely in connection with the admission to listing and trading of the New Just Eat Takeaway.com Shares on Euronext Amsterdam (the “NL Admission”) and the admission to listing on the UK Official List and to trading on the London Stock Exchange’s main market for listed securities of the New Just Eat Takeaway.com Shares (the “UK Admission”). The European Prospectus does not constitute or form part of an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities by any person. No New Just Eat Takeaway.com Shares nor any other securities in Just Eat Takeaway.com have been marketed to, nor are available for purchase, in whole or in part, by the public in the part of the Kingdom of the Netherlands located in Europe (“the Netherlands”) or the United Kingdom of Great Britain and Northern Ireland (“United Kingdom” or “UK”) or elsewhere in connection with the UK Admission or the NL Admission, save for the holders of all issued and outstanding Grubhub Shares.

Just Eat Takeaway.com is required to obtain the approval of the General Meeting (as defined herein) for the Transaction pursuant to Dutch law and Rule 10 of the Listing Rules. On 25 August 2020, Just Eat Takeaway.com published an FCA-approved shareholder circular (the “Circular”). The Circular contained material information in connection with the Transaction and the resolutions set out in the notice of Extraordinary General Meeting of Just Eat Takeaway.com (the “Resolutions”). On 7 October 2020, Just Eat Takeaway.com held the Extraordinary General Meeting (as defined herein) and obtained the Just Eat Takeaway.com Shareholder Approval (as defined herein).

All brands, unless otherwise noted, referred to herein are trademarks owned or licensed by the Just Eat Takeaway.com Group or the Grubhub Group, as applicable.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus have been taken from Just Eat Takeaway.com Group’s consolidated financial statements, the historical Just Eat Group’s consolidated financial statements and the Grubhub Group’s consolidated financial statements included in or incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus also contains the unaudited pro forma condensed combined financial information of the Just Eat Takeaway.com Group as of and for the year ended 31 December 2020 after giving effect to the Just Eat Acquisition and the Transaction (the “Pro Forma Financial Information”). See “Just Eat Takeaway.com Group Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 255 of this proxy statement/prospectus.

For additional information on the presentation of financial information in this proxy statement/prospectus, see the Just Eat Takeaway.com Group’s consolidated financial statements beginning on page F-5 of this proxy statement/prospectus, the historical Just Eat Group’s consolidated financial statements beginning on page F-72 of this proxy statement/prospectus and the Grubhub Group’s consolidated financial statements incorporated by reference into this proxy statement/prospectus.

Certain parts of this proxy statement/prospectus contain non-IFRS financial measures and ratios, including adjusted EBITDA and adjusted EBITDA margin as used by the Just Eat Takeaway.com Group (the “non-IFRS financial measures”). These are not recognized measures of financial performance or liquidity under IFRS. They are presented as the Just Eat Takeaway.com Group believes that they and similar measures are used in the industry in which the Just Eat Takeaway.com Group operates as a means of evaluating a company’s operating performance and liquidity. However, the non-IFRS financial measures presented herein may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles. Accordingly, undue reliance should not be placed on the non-IFRS financial measures contained in this proxy statement/prospectus and they should not be considered in isolation or as a substitute for operating profit or loss, profit or loss for the year, cash flow or other financial measures computed in accordance with IFRS. Although certain of these data have been extracted or derived from the Just Eat Takeaway.com Group’s consolidated financial statements, these data have not been audited or reviewed by the Just Eat Takeaway.com Group’s independent auditors.

Adjusted EBITDA, as used by the Just Eat Takeaway.com Group, is defined as profit or loss for the period before depreciation and amortization, finance income and expense, share-based payments, share of results of associates and joint ventures, acquisition and integration related expenses, income tax expense and other gains and losses, and, when presented at the segment level, which represents the Just Eat Takeaway.com Group’s measure of segment performance under IFRS 8, Operating Segments, also excludes Head Office costs, which are not allocated to the segments. The Just Eat Takeaway.com Group believes adjusted EBITDA is a useful measure for investors as it is the main measure used by its CODM to assess the performance of the business and segments and to allocate resources. Adjusted EBITDA is used internally for forecasting and budgeting and measuring its operating performance because it excludes depreciation, amortization, finance income and expenses, share-based payments, share of results of associates and joint ventures, acquisition and integration related expenses, income tax expense and other gains or losses, which do not reflect the day-to-day commercial performance of the business and, as a result, enables assessment of the underlying operational performance per segment and effectiveness of the strategy applied and the Just Eat Takeaway.com Group believes it enhances the comparability of profit or loss across segments and across periods for the Just Eat Takeaway.com Group as a whole. Adjusted EBITDA is derived from the Just Eat Takeaway.com Group’s consolidated financial statements, however, it is not a measure calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies. Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS. Limitations include the following:

Accordingly, adjusted EBITDA should not be considered as an alternative to profit or loss for the period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Just Eat Takeaway.com Group—Results of Operations” beginning on page 214 of this proxy statement/prospectus for a reconciliation of adjusted EBITDA for the Just Eat Takeaway.com Group to loss for the period as measured pursuant to IFRS.

Adjusted EBITDA margin, as used by the Just Eat Takeaway.com Group, is defined as adjusted EBITDA as a percentage of revenue (as defined in the statement of profit or loss and other comprehensive income or loss) for the relevant period. The Just Eat Takeaway.com Group believes adjusted EBITDA margin is a useful measure for investors as it is used by the Just Eat Takeaway.com Group and its CODM, together with adjusted EBITDA, to assess the underlying operational performance of the businesses, adjusting for non-cash and non-operating items. Adjusted EBITDA margin is used internally for purposes of forecasting, budgeting and measuring its operating performance because it excludes items that are either non-cash, relate to the Just Eat Takeaway.com Group’s investments in associates and joint ventures and gains or losses on disposal, or do not reflect the day-to-day commercial performance of the business and, as a result, provides a measure of the underlying performance of the business and the Just Eat Takeaway.com Group believes adjusted EBITDA margin enhances the comparability of profit or loss across segments and across periods for the Just Eat Takeaway.com Group as a whole while controlling for variance in revenue across such segments or periods. Adjusted EBITDA margin has limitations as a financial measure (including the limitations identified above with respect to adjusted EBITDA), should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS.

Unless explicitly stated otherwise, references to adjusted EBITDA and adjusted EBITDA margin in this proxy statement/prospectus are references to adjusted EBITDA and adjusted EBITDA margin as used by the Just Eat Takeaway.com Group. However, references to adjusted EBITDA in documents filed by Grubhub with the SEC which are incorporated by reference into this proxy statement/prospectus shall refer to adjusted EBITDA as used by the Grubhub Group unless stated otherwise (see “—Presentation of Financial and Other Information—Key Non-GAAP Measures of the Grubhub Group—Adjusted EBITDA” beginning on page x of this proxy statement/prospectus).

Certain parts of this proxy statement/prospectus contain non-GAAP financial measures and ratios, including adjusted EBITDA as used by the Grubhub Group (the “non-GAAP financial measures”). These are not recognized measures of financial performance or liquidity under GAAP. They are presented as Grubhub believes that they and similar measures are used in the industry in which the Grubhub Group operates as a means of evaluating a company’s operating performance and liquidity. However, the non-GAAP financial measures presented herein may not be comparable to other similarly titled measures of other companies and are not measurements under GAAP or other generally accepted accounting principles. Accordingly, undue reliance should not be placed on the non-GAAP financial measures contained in this proxy statement/prospectus and they should not be considered in isolation or as a substitute for financial measures computed in accordance with GAAP. Although certain of these data have been extracted or derived from the Grubhub Group’s consolidated financial statements, these data have not been audited or reviewed by the Grubhub Group’s independent auditors.

Adjusted EBITDA, as used by the Grubhub Group, is defined as net income (loss) adjusted to exclude acquisition, restructuring and certain legal costs, income taxes, net interest expense, depreciation and amortization and stock-based compensation expense. Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP. The Grubhub Group’s adjusted EBITDA may not be comparable to similarly titled measures of other organizations because other organizations may not calculate adjusted EBITDA in the same manner.

Grubhub believes adjusted EBITDA is an important measure upon which management assesses the Grubhub Group’s operating performance. Grubhub uses adjusted EBITDA as a key performance measure because Grubhub

The Grubhub Group’s use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Grubhub Group’s results as reported under GAAP. Some of these limitations are:

In evaluating adjusted EBITDA as presented by the Grubhub Group, you should be aware that in the future the Grubhub Group will incur expenses similar to some of the adjustments used in the calculation of adjusted EBITDA. The presentation of adjusted EBITDA should not be construed as indicating that the Grubhub Group’s future results will be unaffected by these expenses or by any unusual items. When evaluating the Grubhub Group’s performance, you should consider adjusted EBITDA alongside other financial performance measures, including net income (loss) and other GAAP results.

References to adjusted EBITDA (i) in this proxy statement/prospectus shall refer to adjusted EBITDA as used by the Grubhub Group only when explicitly identified as such and (ii) in documents filed by Grubhub with the SEC which are incorporated by reference into this proxy statement/prospectus shall refer to adjusted EBITDA as used by the Grubhub Group unless stated otherwise.

Certain parts of this proxy statement/prospectus contain reference to the non-IFRS financial measure underlying EBITDA as used by the Just Eat Group (the “JE non-IFRS financial measure”). This is not a recognized measure of financial performance or liquidity under IFRS. It is presented as Just Eat Takeaway.com believes that it and similar measures are used in the industry in which the Just Eat Group operated prior to the Just Eat Acquisition as a means of evaluating a company’s operating performance and liquidity. However, the JE non-IFRS financial measure presented herein may not be comparable to other similarly titled measures of other companies and is not a measurement under IFRS or other generally accepted accounting principles. Accordingly, undue reliance should not be placed on the JE non-IFRS financial measure contained in this proxy statement/prospectus and it should not be considered in isolation or as a substitute for profit or loss for the year, cash flow or other financial measures computed in accordance with IFRS. Although certain of these data have been extracted or derived from the historical Just Eat Group’s consolidated financial statements, these data have not been audited or reviewed by the Just Eat Group’s independent auditors. Except as otherwise provided, underlying EBITDA, as used by the Just Eat Group, is defined as profit or loss for the period before investment revenue and finance costs, taxation, depreciation, amortization and asset impairment charges, share-based payment charges, acquisition transaction and integration costs, foreign exchange gains and losses, share of results of associates and joint ventures and other gains and losses. Underlying EBITDA was used by the Just Eat Group’s CODM to assess internal performance, as it excludes items that are either non-cash, relate to investment, or do not reflect the day-to-day commercial performance of the business, and therefore provides a measure of the underlying performance of the business and is considered to enhance the comparability of profit or loss across

Accordingly, underlying EBITDA should not be considered as an alternative to profit or loss for the period. Unless explicitly stated otherwise, references to underlying EBITDA in this proxy statement/prospectus are references to underlying EBITDA as used by the Just Eat Group.

The Just Eat Takeaway.com Group is organized on a country level for the purpose of conducting its activities and each country is identified as an operating segment. Four of the operating segments meet the quantitative criteria pursuant to IFRS 8, Operating Segments for reportable segments (United Kingdom, Germany, Canada and the Netherlands) following the Just Eat Acquisition and consolidation of the Just Eat Group into the Just Eat Takeaway.com Group from 15 April 2020, prior to which there were two reportable segments (Germany and the Netherlands) that met the quantitative thresholds. This increase from two to four reportable segments became effective in the year ended 31 December 2020.

The other countries have been combined into an “all other segments” category which is named “Rest of the World,” and was referred to as “Other Leading Markets” prior to the Just Eat Acquisition. The Rest of the World comprises: Australia, Austria, Belgium, Bulgaria, Denmark, France, Ireland, Israel, Italy, Luxembourg, New Zealand, Norway, Poland, Portugal, Romania, Spain and Switzerland. With respect to the countries included in the Rest of the World during the periods under review, (i) the Just Eat Takeaway.com Group did not have operations in Australia, Denmark, Ireland, Italy, New Zealand, Norway and Spain during the years ended 31 December 2019 and 2018, such periods being prior to consolidation of the Just Eat Group into the Just Eat Takeaway.com Group from 15 April 2020, (ii) the Just Eat Takeaway.com Group did not have operations in France during the year ended 31 December 2019, such period being after the Just Eat Takeaway.com Group previously discontinued operations in France in February 2018 and prior to consolidation of the Just Eat Group into the Just Eat Takeaway.com Group from 15 April 2020 and (iii) as a result of acquisitions, the Just Eat Takeaway.com Group entered Israel in September 2018, Switzerland in June 2018 and Bulgaria and Romania in February 2018. Just Eat Takeaway.com has non-controlling interests in businesses in Brazil (iFood) and Mexico (ECAC). iFood is classified as an associate for accounting purposes, while Just Eat Takeaway.com’s participation in ECAC is classified as a joint venture, therefore neither business is consolidated. ECAC operations ceased on 4 December 2020 and, as per 31 December 2020, the business has been closed down. As the operating segments serve only external consumers, there is no revenue from transactions with other operating segments. See Note 10 to the Just Eat Takeaway.com Group’s consolidated financial statements beginning on page F-34 of this proxy statement/prospectus for additional detail.

Until 31 December 2019, Head Office was allocated to the segments. Beginning in the year ended 31 December 2020, Head Office is no longer allocated to the segments. The segment data in the Just Eat Takeaway.com Group’s consolidated financial statements have been recast accordingly. Head Office relates to non-allocated expenses and includes all central operating expenses such as staff costs and project expenses for global support teams like legal, finance, business intelligence, human resources, the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board. Not included in Head Office are costs of global IT and product functions, which are allocated to countries and therefore included in each segment’s adjusted EBITDA.

Grubhub has one reportable segment, which has been identified based on how the CODM of Grubhub manages the business, makes operating decisions and evaluates operating performance.

Just Eat Takeaway.com publishes its consolidated financial statements in euro, while Grubhub publishes its consolidated financial statements in U.S. dollars. In this proxy statement/prospectus, references to “€,” “euro.” “Euro,” or “EUR” are to the single currency adopted by participating member states of the European Union (the “EU”) relating to Economic and Monetary Union, references to “$,” “U.S. dollars,” “Dollars” or “USD” are to the lawful currency of the United States, references to “£,” “pounds sterling,” “British pounds sterling” or “GBP” are to the lawful currency of the United Kingdom, references to “Cdn$” or “Canadian dollars” are to the lawful currency of Canada, references to “Swiss franc” or “CHF” are to the lawful currency of Switzerland, references to “Polish Zloty” or “PLN” are to the lawful currency of Poland, references to “Israeli New Shekel” or “ILS” are to the lawful currency of Israel, references to “Bulgarian Lev” or “BGN” are to the lawful currency of Bulgaria, references to “Romanian Leu” or “RON” are to the lawful currency of Romania, references to “Australian dollar” are to the lawful currency of Australia and references to “Danish Krone” are to the lawful currency of Denmark.

References to the “Euro-Dollar exchange rate” refer to the Euro—U.S. dollar exchange rate as quoted by the Bloomberg Composite Rate on such date at the time of LSE market close, except where another time is specified, in which case it refers to the Euro—U.S. dollar exchange rate as quoted by the Bloomberg Composite Rate on such date at such specified time.

The financial information set forth in this proxy statement/prospectus has been rounded for ease of presentation. In addition, percentages in tables may be calculated on the basis of such financial information prior to such rounding. As a result, percentages in tables may differ from the percentage that would be calculated based upon the rounded financial information presented or may not add up to 100% and the totals of other numerical figures, including certain financial data, shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. Financial information has been rounded to the nearest million in all cases, unless otherwise stated.

References to market share are Just Eat Takeaway.com’s estimates based on the latest available data from a number of internal and external sources. Sources used by Just Takeaway.com include: data and web traffic monitoring (Google Trends), app download and use data (App Annie), credit card use data and email receipt analysis (Fox Intelligence).

Statements included in this proxy statement/prospectus and in documents incorporated by reference into this proxy statement/prospectus regarding the Transaction, the expected timetable for the Transaction, the benefits of the Transaction, future opportunities for the Enlarged Group and any other statements regarding Just Eat Takeaway.com’s, Grubhub’s or the Enlarged Group’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “positioned,” “possible,” “potential,” “predict,” “project,” “provide,” “should,” “strategy,” “will,” “would” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual future financial condition, performance and results to differ materially from the plans, goals, expectations and results expressed in the forward-looking statements and other financial and/or statistical data within this proxy statement/prospectus.

Key factors that could cause the failure of the Transaction to be completed or, if completed, that could have an adverse effect on the results of operations, cash flows and financial position of the Enlarged Group and any anticipated benefits of the Transaction, and that could cause actual results to differ materially from those projected in the forward-looking statements include, but are not limited to, the following:

For a further discussion of these and other risks, contingencies and uncertainties applicable to the Just Eat Takeaway.com Group, the Grubhub Group and the Enlarged Group, see “Risk Factors” beginning on page 34 of this proxy statement/prospectus and the discussion of risks in Grubhub’s Annual Report on Form 10-K for the year ended 31 December 2020 and in Grubhub’s other filings with the SEC incorporated by reference into this proxy statement/prospectus.

Due to these risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of a document incorporated by reference, as applicable. All subsequent written or oral forward-looking statements attributable to Just Eat Takeaway.com or Grubhub or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section of the proxy statement/prospectus. Just Eat Takeaway.com and Grubhub are not required to and do not undertake any obligation to update or revise publicly any forward-looking statements or other data or statements contained within this proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable federal securities law.

The following questions and answers are intended to address briefly some commonly asked questions regarding the Transaction and matters to be addressed at the Grubhub Stockholder Meeting. These questions and answers may not address all questions that may be important to Grubhub Stockholders. To better understand these matters, and for a description of the legal terms governing the Transaction, you should carefully read this entire proxy statement/prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 320 of this proxy statement/prospectus.

See “The Merger Agreement—Conditions to the Mergers” beginning on page 166 of this proxy statement/prospectus for a discussion of the conditions to Completion, and “The Merger Agreement—Termination of the Merger Agreement” beginning on page 168 of this proxy statement/prospectus for a discussion of the rights of each of Just Eat Takeaway.com and Grubhub to terminate the Merger Agreement.

Following Completion, the Enlarged Group’s future prospects will, in part, be dependent upon its ability to integrate the Just Eat Takeaway.com Group and the Grubhub Group successfully, without disruption to their respective existing businesses. Unanticipated events, liabilities, tax impacts or unknown pre-existing issues may arise or become apparent which could result in the costs of integration being higher than the realizable benefits, resulting in a material adverse effect on the business, results of operations, financial condition and/or prospects of the Enlarged Group following Completion and the value of New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares. No assurance can be given that the integration process will deliver all or substantially all of the expected benefits. See “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may be unable to integrate successfully or achieve the expected benefits of any prior or future acquisitions, or may be unable to identify and acquire suitable acquisition candidates” beginning on page 47 of this proxy statement/prospectus.

It is also possible that the process of integrating the existing businesses of the Just Eat Takeaway.com Group and the Grubhub Group takes longer or is more costly than anticipated, including as a result of increased regulatory and compliance burdens, or could result in the disruption of the respective businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of the Enlarged Group following Completion to maintain relationships with restaurants, consumers and employees, and adversely affect the current control environment of the Just Eat Takeaway.com Group and/or the Grubhub Group. See “—Risks Relating to the Transaction—The Just Eat Takeaway.com Group and the Grubhub Group will incur significant transaction-related costs in connection with the Transaction” and “—Risks Relating to the New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs—Completion will result in the Just Eat Takeaway.com Group becoming subject to U.S. regulations which are different from the regulations to which the Just Eat Takeaway.com Group is currently subject. Current and future U.S. regulations could have an adverse effect on the results of operations, business and financial position of the Just Eat Takeaway.com Group following the Transaction” beginning on page 39 and 70, respectively, of this proxy statement/prospectus.

Furthermore, the due diligence conducted by Just Eat Takeaway.com and Grubhub in connection with the Transaction may not have revealed all relevant considerations, liabilities or regulatory issues in relation to each other, including the existence of facts that may otherwise have impacted the determination of the consideration per Grubhub Share or the formulation of a business strategy subsequent to the Transaction. In addition, information provided during the due diligence process may have been incomplete, inadequate or inaccurate, and there can be no assurance that all material issues that may be present inside the Just Eat Takeaway.com Group, the Grubhub Group or their respective businesses were identified in the course of the due diligence process, or that factors external to the Just Eat Takeaway.com Group, the Grubhub Group and their respective businesses and outside of their respective control will not arise later. As part of the due diligence process, Just Eat Takeaway.com and Grubhub each made subjective judgments regarding the results of operations, consolidated financial condition and prospects of the other party, including certain financial projections based on the due diligence conducted (including, in the case of Grubhub’s financial projections regarding Just Eat Takeaway.com’s potential future performance, publicly available equity analyst forecasts; see “Grubhub Proposal I: Adoption of the Merger Agreement—Certain Unaudited Prospective Financial Information Prepared by Grubhub” beginning on page 101 of this proxy statement/prospectus). If material issues arise that were not identified in the course of the due diligence process, or the process of integrating the existing businesses of the Just Eat Takeaway.com Group and the Grubhub Group takes longer or is more costly than anticipated or results in the disruption of the respective businesses, the Enlarged Group may not realize all of the expected benefits of the Transaction.

The Grubhub Group is dependent on the continued availability and service of senior management personnel. The Enlarged Group’s success in North America following Completion will depend in part upon its ability to retain executive officers and other key senior management personnel and employees of the Grubhub Group. In this context, it is noted that at the Extraordinary General Meeting of 7 October 2020, Just Eat Takeaway.com Shareholders did not adopt a supplement to Just Eat Takeaway.com's remuneration policy. As a result, Just Eat Takeaway.com will be unable to provide Mr. Maloney, in his capacity as member of the Management Board of Just Eat Takeaway.com, with a remuneration package generally consistent with his remuneration as chief executive officer of Grubhub, which may impact the ability of Just Eat Takeaway.com to retain Mr. Maloney if he remains subject to the existing remuneration policy. Furthermore, other employees of the Grubhub Group may believe there is uncertainty about their roles within the Enlarged Group following Completion, which uncertainty may inhibit the Enlarged Group's ability to retain those employees following Completion. In addition, certain of Grubhub’s equity incentive and other compensation arrangements contain change in control clauses providing for outstanding equity awards to vest or compensation or benefits to be provided to Grubhub’s executive officers in connection with certain terminations of employment on or following a change in control of Grubhub, including a termination by the executive officers for “good reason.” If completed, the Transaction would constitute a change in control of Grubhub for purposes of these equity incentives and other compensation arrangements, thereby giving rise to vesting of certain outstanding equity awards and other payments in the event of certain terminations of employment (including for “good reason”). See “Grubhub Proposal I: Adoption of the Merger Agreement—Treatment of Grubhub Equity Awards—Interests of Grubhub’s Directors and Executive Officers in the Transaction” beginning on page 120 of this proxy statement/prospectus. Such uncertainty, the potential early vesting of equity awards and availability of payments may inhibit the Enlarged Group’s ability to retain those executive officers and other key senior management personnel and employees following Completion.

Accordingly, there can be no assurance that executive officers and other key senior management personnel and employees can be retained either prior to or following Completion to the same extent that the Grubhub Group has previously been able to attract and retain its employees, which could have an adverse effect on the results of operations, business and financial position of the Grubhub Group and, following Completion, the Enlarged Group. See “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Each of the Just Eat Takeaway.com Group and the Grubhub Group relies on, and following Completion, the Enlarged Group will rely on, the skills and experience of its management and other key personnel, and the loss of any of these team members and qualified personnel could have a material adverse impact on business operations” beginning on page 44 of this proxy statement/prospectus.

Parties with which the Just Eat Takeaway.com Group or the Grubhub Group does business may experience uncertainty associated with the Transaction, including with respect to current or future business relationships with the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group. The business relationships of the Just Eat Takeaway.com Group and the Grubhub Group may be subject to disruption as restaurants and suppliers may attempt to negotiate changes in existing business relationships or consider entering into business relationships with third parties. These disruptions could have an adverse effect on the businesses, financial condition, results of operations and/or prospects of the Enlarged Group following Completion, including an adverse effect on the Enlarged Group’s ability to realize the anticipated benefits of the Transaction. The risk and adverse effect of such disruptions could be exacerbated by a delay in Completion or termination of the Merger Agreement. Additionally, certain contracts entered into by the Just Eat Takeaway.com

The Merger Agreement subjects the Just Eat Takeaway.com Group and the Grubhub Group to restrictions on their respective business activities and obligates them to generally operate their businesses in the ordinary course prior to Completion. See “The Merger Agreement—Conduct of Business” beginning on page 153 of this proxy statement/prospectus for a discussion of these restrictions. These conduct of business restrictions could prevent the Just Eat Takeaway.com Group and the Grubhub Group from pursuing attractive business opportunities that arise prior to Completion and are outside the ordinary course of business, or otherwise have an adverse effect on the results of operations, business and financial position of the Just Eat Takeaway.com Group or the Grubhub Group and, consequently, following Completion, of the Enlarged Group.

The Merger Agreement contains provisions that make it more difficult for Grubhub to pursue alternatives to the Transaction and limit the ability of Grubhub to terminate the Merger Agreement prior to Completion. These provisions include a general prohibition on Grubhub from soliciting alternatives to the Transaction and, subject to certain exceptions, entering into discussions relating to an alternative to the Transaction. The Merger Agreement also contains provisions that make it more difficult for the Grubhub Board to withhold, withdraw or qualify the recommendation that Grubhub Stockholders approve the Merger Agreement proposal.

Subject to certain rights of Just Eat Takeaway.com to match the terms of proposed alternative transactions, the Grubhub Board may withhold or withdraw the recommendation or terminate the Merger Agreement in order to accept a superior proposal only if the Grubhub Board determines in good faith that the failure to withhold or withdraw the recommendation would be inconsistent with its fiduciary duties under applicable law. See “The Merger Agreement—No Solicitation of Takeover or Alternative Proposals” beginning on page 156 of this proxy statement/prospectus.

Following approval of the Merger Agreement proposal by the Grubhub Stockholders, Grubhub’s right to terminate the Merger Agreement in response to a superior proposal will be eliminated.

In certain cases, upon termination of the Merger Agreement following a withholding, withdrawal or qualification of the recommendation of the Grubhub Board, Grubhub will be required to pay to Just Eat Takeaway.com a termination fee of $144 million. If the Merger Agreement is terminated and Grubhub determines to seek another business combination, Grubhub may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Transaction.

See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Expenses and Termination Fees” beginning on pages 168 and 169, respectively, of this proxy statement/prospectus.

Litigation in connection with the Transaction has been filed against Grubhub and the Grubhub Board, and Just Eat Takeaway.com and/or Grubhub may be subject to further legal proceedings in connection with the Transaction. The outcome of any litigation in connection with the Transaction is uncertain. Even if such legal proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the Just Eat Takeaway.com Group’s or the Grubhub Group’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting Completion, such injunction may delay or prevent the Transaction from being completed, or from being completed within the

In the Transaction, each Grubhub Share will be converted into the right to receive New Just Eat Takeaway.com ADSs representing 0.6710 of a New Just Eat Takeaway.com Share (the “exchange ratio”). No fractional New Just Eat Takeaway.com ADSs will be issued in the Transaction, and Grubhub Stockholders will receive cash in lieu of fractional New Just Eat Takeaway.com ADSs.

Because the exchange ratio is fixed and will only be adjusted in certain limited circumstances (including reclassifications, stock splits or combinations, exchanges or readjustments of shares, or stock dividends, reorganization, recapitalization or similar transactions involving Just Eat Takeaway.com or Grubhub), the value of the merger consideration will depend on the market price of Just Eat Takeaway.com Shares at Completion. The exchange ratio will not be adjusted for changes in the market price of Just Eat Takeaway.com Shares or Grubhub Shares or in currency exchange rates between the date of signing the Merger Agreement and Completion. In addition, there will be a lapse of time between the date on which Grubhub Stockholders vote on the Merger Agreement proposal at the Grubhub Stockholder Meeting and the date on which Grubhub Stockholders entitled to receive New Just Eat Takeaway.com ADSs actually receive such New Just Eat Takeaway.com ADSs.

The potential impact of a fixed exchange ratio on the value of the merger consideration has been evidenced, as the value of the merger consideration has fluctuated since the date of the announcement of Just Eat Takeaway.com’s proposal to merge with Grubhub and will continue to fluctuate from the date of this proxy statement/prospectus to Completion and thereafter. The closing price per share of Grubhub Shares on the NYSE as of 9 June 2020, the last trading day before the public announcement of Just Eat Takeaway.com’s proposal to merge with Grubhub, was $57.92, and the closing price per share has fluctuated as high as $84.34 and as low as $57.92 since that date and 20 April 2021. The closing price of Just Eat Takeaway.com Shares on Euronext Amsterdam and the London Stock Exchange as of 9 June 2020, the last trading day before the public announcement of Just Eat Takeaway.com’s proposal to merge with Grubhub, was €98.60 / £87.74, respectively, and the closing price per share has fluctuated as high as €109.65 / £99.80 and as low as €74.14 / £63.82, respectively, since that date and 20 April 2021.

Accordingly, at the time of the Grubhub Stockholder Meeting, the value of the merger consideration will not be known. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in the Just Eat Takeaway.com Group’s and the Grubhub Group’s respective operations, prospects and financial position, foreign exchange fluctuations, any potential shareholder litigation related to the Transaction, market assessments of the likelihood of Completion, the timing of the Transaction, regulatory considerations and the anticipated dilution to holders of Just Eat Takeaway.com Shares and any unsponsored Just Eat Takeaway.com ADSs as a result of the issuance of the merger consideration.

Just Eat Takeaway.com Shareholders and Grubhub Stockholders are urged to obtain current market quotations for any unsponsored Just Eat Takeaway.com ADSs, Just Eat Takeaway.com Shares and Grubhub Shares. See “Comparative Per Share Market Price” beginning on page 138 of this proxy statement/prospectus for the implied value of the merger consideration proposed for each Grubhub Share as of 9 June 2020, the last trading day of Just Eat Takeaway.com Shares before the public announcement of the Merger Agreement.

When considering the recommendation of the Grubhub Board that Grubhub Stockholders adopt the Merger Agreement, Grubhub Stockholders should be aware that directors and executive officers of Grubhub have certain interests in the Transaction that may be different from, or in addition to, the interests of Grubhub Stockholders generally. These interests include the treatment of Grubhub equity compensation awards in the Transaction; the receipt of payments and benefits upon a termination without cause or for good reason in connection with or following the Transaction, including the potential acceleration of certain equity awards, positions as directors,

If the Transaction is not completed for any reason, including as a result of the Grubhub Stockholders failing to approve the applicable proposals, the ongoing business of the Grubhub Group may be adversely affected and, without realizing any of the benefits of having completed the Transaction, the Grubhub Group would be subject to a number of risks, including the following:

If the Transaction is not completed, the risks described above may materialize and may have an adverse effect on the Grubhub Group’s results of operations, business, financial position and stock price.

The Just Eat Takeaway.com Group and the Grubhub Group expect to incur significant costs associated with the Transaction and combining the operations of the two businesses. The significant costs associated with the Transaction include, among others, fees and expenses of financial advisors (certain of which are described under “Grubhub Proposal I: Adoption of the Merger Agreement—Opinion of Grubhub’s Financial Advisor” beginning on page 94 of this proxy statement/prospectus) and other advisors and representatives, retention, severance and change in control costs relating to employees of the Grubhub Group (which are described under “Grubhub Proposal I: Adoption of the Merger Agreement—Treatment of Grubhub Equity Awards—Interests of Grubhub’s Directors and Executive Officers in the Transaction” beginning on page 120 of this proxy statement/prospectus), costs of defending any potential shareholder litigation related to the Transaction, filing fees due in connection with filings required under the HSR Act and the joint voluntary notice filed with CFIUS, and filing fees and

Certain conditions to Grubhub’s obligations to complete the Transaction, including the absence of events or circumstances having a material adverse effect on Just Eat Takeaway.com and its subsidiaries, the performance by Just Eat Takeaway.com, Merger Sub and Merger Sub II of their respective obligations under the Merger Agreement required to be performed on or prior to Completion, that the representations and warranties of Just Eat Takeaway.com, Merger Sub I and Merger Sub II are true and correct as of the first effective time (subject to certain materiality qualifications) and delivery by Just Eat Takeaway.com of an officer’s certificate certifying as to the foregoing conditions, may be waived, in whole or in part, either unilaterally or by agreement of Just Eat Takeaway.com and Grubhub (in each case, to the extent legally permissible). If one or more conditions to the Transaction are waived by Grubhub, Grubhub will evaluate whether waiver of such condition or conditions is material and amendment of this proxy statement/prospectus and resolicitation of proxies would be warranted. In the event that any such waiver does not require resolicitation of stockholders, the parties will have the discretion to complete the Transaction without seeking further stockholder approval.

On 10 June 2020, at a meeting of the Grubhub Board, Evercore rendered its oral opinion, subsequently confirmed by delivery of a written opinion that, based upon and subject to the assumptions, qualifications and limitations and other matters set forth therein, as of such date, the exchange ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of Grubhub Shares, other than excluded shares. Grubhub has not obtained, and will not obtain, an updated opinion from Evercore. Evercore provided its opinion to the Grubhub Board (in its capacity as such) for the information and benefit of the Grubhub Board in connection with its evaluation of the Transaction. Changes in the operations and prospects of Grubhub and Just Eat Takeaway.com, general market and economic conditions and other factors, many of which are beyond the control of Grubhub and Just Eat Takeaway.com, may alter the value of Grubhub or Just Eat Takeaway.com or the prices of Grubhub Shares or Just Eat Takeaway.com Shares by Completion. See “—Risks Relating to the Transaction—The exchange ratio is fixed and will not be adjusted in the event of any change in the market price of Just Eat Takeaway.com Shares or Grubhub Shares. Because the market price of Just Eat Takeaway.com Shares may fluctuate, the value of the merger consideration that Grubhub Stockholders will receive in the Transaction is uncertain” beginning on page 38 of this proxy statement/prospectus. The opinion does not speak as of the time of Completion or as of any date other than the date of the opinion. For a description of the opinion rendered by Evercore, see “Grubhub Proposal I: Adoption of the Merger Agreement—Opinion of Grubhub’s Financial Advisor” beginning on page 94 of this proxy statement/prospectus.

Following Completion, each Grubhub Stockholder will become a holder of New Just Eat Takeaway.com ADSs with a percentage ownership of Just Eat Takeaway.com after the Transaction that is significantly smaller than the Grubhub Stockholder’s percentage ownership of Grubhub prior to the Transaction. Based on the number of Grubhub Shares and Just Eat Takeaway.com Shares (excluding treasury shares) outstanding as of 20 April 2021, and the total number of Grubhub Shares issuable under outstanding Grubhub equity awards that are expected to be settled for New Just Eat Takeaway.com ADSs in connection with the Transaction, it is expected that, immediately after Completion, former Grubhub Stockholders will own approximately 30% of Just Eat Takeaway.com’s outstanding share capital. Consequently, former Grubhub Stockholders will have significantly less influence over the management and policies of the Just Eat Takeaway.com Group than they currently have over the management and policies of the Grubhub Group.

The Pro Forma Financial Information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Transaction and the Just Eat Acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Enlarged Group will experience after Completion. The unaudited pro forma adjustments are based upon the best available information and certain assumptions that Just Eat Takeaway.com believes to be reasonable. For example, the estimated purchase price allocation included in the Pro Forma Financial Information is provisional and based on information currently available. The actual fair values used in the purchase price allocation will be determined upon Completion and may vary materially from these provisional estimates. In addition, Just Eat Takeaway.com’s share price and exchange rates at the time of Completion would each have a material impact on the total acquisition price, and the accuracy of the Pro Forma Financial Information. The Pro Forma Financial Information does not reflect any adjustment for liabilities or related costs of any integration and similar activities, or benefits, including potential benefits that may be derived in future periods, from the Transaction. See “Just Eat Takeaway.com Group Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 255 of this proxy statement/prospectus.

Online food delivery services are highly competitive and prone to rapid changes. The Just Eat Takeaway.com Group and the Grubhub Group currently face and, following Completion, the Enlarged Group will continue to face competition in each of the jurisdictions in which they operate from other online food delivery marketplaces as well as independent restaurants and regional and national chain restaurants, including those that offer their own online ordering services, delivery services and/or their own mobile applications. For example, in the U.S., the Grubhub Group faces, and following Completion, the Enlarged Group will face, competition from DoorDash, Inc. (which completed its initial public offering (an “IPO”) on 9 December 2020), as well as the Uber Eats segment of Uber Technologies, Inc. and Postmates Inc., which was acquired by Uber Technologies, Inc. on 1 December 2020. In the UK and the EU, the Just Eat Takeaway.com Group principally faces, and following Completion, the Enlarged Group will principally face, competition from Deliveroo Holdings plc (which completed its IPO on 31 March 2021), the Uber Eats segment of Uber Technologies, Inc., Glovoapp23, S.L. and Wolt Enterprises Oy. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may face increased competition from DoorDash, Inc. and Deliveroo Holdings plc. The vast majority of restaurants that participate on the Just Eat Takeaway.com Group’s, the Grubhub Group’s or, following Completion, the Enlarged Group’s platforms can simultaneously work with or switch to one or more of their

Larger competitors, including those formed as a result of consolidation or new market entrants, particularly if they have greater financial resources, could undertake extensive marketing campaigns aimed at increasing consumers’ awareness, website visits, mobile application downloads and orders through such competitors’ online platforms, which may compel the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group to increase their own marketing expenditures in order to maintain their market share, or could lead to their losing market share (notwithstanding their efforts to maintain their market share). Increased competition by larger competitors could also adversely impact the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group to the extent that it results in downward pressure on the commission rates that they are able to charge restaurants and/or the fees that they are able to charge consumers.

In particular, the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may be forced to compete with companies with significantly greater financial resources or infrastructure. This may include large data or mobile services providers, such as Google, logistical, delivery or transportation companies, such as Amazon and Uber, or other large technology companies, retailers or supermarket chains, if and to the extent that such companies choose to compete actively in, or devote substantial additional financial resources to, the sectors and markets in which the Just Eat Takeaway.com Group and the Grubhub Group operate and, following Completion, the Enlarged Group will operate.

In addition to the risk of competition from new entrants or existing online food delivery marketplaces, the success of different business models in the food delivery and pick-up industry, such as logistics-focused food delivery companies (that is, companies that partner with restaurants to provide logistics and deliver food on their behalf) might attract and retain current or potential consumers of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s services. For example, in certain of the jurisdictions in which the Just Eat Takeaway.com Group and the Grubhub Group operate and, following Completion, the Enlarged Group will operate, on-demand delivery service companies are active, which can connect consumers to delivery personnel who are able to pick up and deliver a potentially broad range of food and other products and services as requested by the consumer.

Just Eat Takeaway.com believes that it operates in a “winner takes most” industry. Just Eat Takeaway.com believes that a single online food delivery marketplace that is able to achieve clear leadership (which Just Eat Takeaway.com defines as an online food delivery marketplace with a large consumer base that in absolute terms is multiple times larger than that of any other competitor) is thereby increasingly able to benefit from network effects (that is, more restaurant choices driving more consumer traffic and more consumer traffic driving more restaurant additions to the platform and hence more restaurant choices).

In a number of the markets in which the Just Eat Takeaway.com Group currently operates, a clear market leader has not yet emerged, even in certain jurisdictions in which it currently has a leading position in terms of GMV. In such jurisdictions, it is possible that the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s competitors will be able to achieve clear market leadership before they do, such as through significant marketing expenditure or by initiating other actions to strengthen their brands. Should a competitor in a particular market achieve clear market leadership with the network effects expected to arise from such a position, Just Eat Takeaway.com would expect the business and prospects of the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group in that market to suffer. If this risk were to materialize, this could lead to a loss of, or failure to increase, market share or otherwise materially adversely affect the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects.

The Just Eat Takeaway.com Group’s and the Grubhub Group’s success each depends on, and following Completion, the Enlarged Group’s success will depend on, the quality and user-friendliness of their websites and mobile applications and the quality of their back-end technology infrastructure. To remain competitive, Just Eat Takeaway.com believes that each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group will need to continuously enhance and improve the functionality and features of their websites and mobile applications to maintain a convenient, efficient and reliable user experience for consumers, restaurants and drivers. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may be unable to keep pace with developments in their websites and mobile applications or their back-end technology infrastructure and other trends or disruptive innovations in the e-commerce industry relative to their competitors, such as the development of predictive software or variants of artificial intelligence. For example, the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not sufficiently develop or assess consumer behavior analysis or identify emerging consumer trends. Any such failure may lead to the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group losing market share to their competitors to the extent that their competitors roll out more popular websites and/or mobile applications and software more consistently, or more quickly, than the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group is able to do so. See “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not be able to establish, maintain or expand its leadership positions and establish, maintain or increase its profitability in some or all of the jurisdictions in which it currently operates, including as a result of competition” beginning on page 41 of this proxy statement/prospectus.

In addition, the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group may fail to adequately manage and execute other opportunities for innovation. Any failure to keep pace with technological developments could affect the ability of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group to retain consumers, restaurants and drivers and have a material adverse effect on the pursuit of their strategic goals, as well as on their business, results of operations, financial condition and/or prospects.

The Just Eat Takeaway.com Group’s and the Grubhub Group’s brands are, and following Completion, the Enlarged Group’s brands will continue to be, a key part of their value proposition relative to actual and potential competitors, and therefore, any failure to maintain brand appeal is a potential business threat. The threat is heightened by the fact that the Just Eat Takeaway.com Group generally focuses its platforms on a single brand in each market. Each of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s brands could suffer as a result of a range of events beyond their control, such as a food poisoning incident (including as a result of food hygiene standards) or an allergic reaction involving one or more of the restaurants on its platforms (whether or not the food was ordered via its platforms), violation of food safety rules by restaurants on its platforms, failure by restaurants on their platforms to comply with the EU food information regulations, to the extent applicable (see “—Legal and Regulatory Risks—The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group operate in certain countries with stringent food safety laws and laws related to the sales of alcohol, in each case, applicable to restaurants listed on their respective platforms and such laws may also apply to the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group, which could result in increased compliance costs as well as liability for, and material damage to their reputations as a result of, non-compliance with such laws” beginning on page 60 of this proxy statement/prospectus), other health scares involving restaurants generally, data breaches, traffic accidents caused by, or involving, drivers recognizably associated with any of the Just Eat Takeaway.com Group’s, the Grubhub Group’s or, following Completion, the Enlarged Group’s brands, whether or not employed or engaged by the Just Eat Takeaway.com Group, the Grubhub Group or,

In addition, the Just Eat Takeaway.com Group’s and the Grubhub Group’s operations depend on, and following Completion, the Enlarged Group’s operations will depend on, various third parties to provide services, in particular telecommunications, internet and cloud providers, as well as banks and payment service providers used by the Just Eat Takeaway.com Group or the Grubhub Group and their consumers (see “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Any disruptions to each of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s IT systems and related infrastructure, including due to system outages or supply chain failures affecting telecommunications, internet service providers, payment service providers or technology manufacturers upon which they depend, may adversely affect their performance” beginning on page 45 of this proxy statement/prospectus). Notwithstanding the redundant architectures and resilience measures that have been designed into the Just Eat Takeaway.com Group’s and the Grubhub Group’s operational systems and, following Completion, will be designed into the Enlarged Group’s operational systems, there remains a risk that potential system outages or cyber-attacks may affect the operation of telecommunications, cloud or internet services, as well as any unannounced action by telecommunications, cloud or internet service providers. As consumers and restaurants may attribute any performance failure or payment problem relating to a food delivery order to the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group and their brands, regardless of the cause of the failure or problem, consumers may become dissatisfied with the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s value proposition. In addition, as the Just Eat Takeaway.com Group’s and the Grubhub Group’s hybrid business models are premised on connecting restaurants and consumers, in many cases they rely on restaurants to deliver food, rather than the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group performing this function directly or through third parties. Accordingly, delays in deliveries by restaurants, or the Just Eat Takeaway.com Group’s, the Grubhub Group’s or, following Completion, the Enlarged Group’s inability to offer a uniform food delivery experience, could adversely affect perceptions of their value proposition.

Negative publicity as a result of any of the foregoing could have a material adverse effect on the Just Eat Takeaway.com Group’s or, following Completion, the Enlarged Group’s reputation and the reputation of their brands. This risk is heightened by the fact that the Just Eat Takeaway.com Group operates, and following Completion, the Enlarged Group will operate, in an industry that is impacted by dynamic social change and public expectation, such as food safety, allergens and workers’ rights. The effect of negative publicity could be exacerbated to the extent dissatisfaction with the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group is disseminated via social media due to its immediacy and accessibility as a means of communication.

The Just Eat Takeaway.com Group’s performance, success and ability to fulfil its strategic objectives is substantially dependent on retaining its current executives, members of its management and key personnel, who are experienced in the markets and the businesses in which it operates. In particular, the Just Eat Takeaway.com Group is dependent on the skills and experience of Just Eat Takeaway.com’s founder and current chief executive officer (“CEO”), Jitse Groen, who plays a key role in setting the Just Eat Takeaway.com Group’s and, following Completion, will play a key role in the Enlarged Group’s strategic direction. The unexpected departure of Just Eat Takeaway.com’s chief financial officer (“CFO”), Brent Wissink, and chief operational officer (“COO”), Jörg Gerbig, or of Grubhub’s CEO and founder and, following Completion, the head of the Enlarged Group’s North American operations, Matt Maloney, could also have a material adverse effect on the Just Eat Takeaway.com

There can be no assurance that the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group will be able to retain their executives, members of management and other key personnel (see “—Risks Relating to the Transaction—Uncertainties associated with the Transaction may cause a loss of the Grubhub Group’s senior management personnel and other key employees, which could have an adverse effect on the results of operations, business and financial position of the Grubhub Group and, following Completion, the Enlarged Group” beginning on page 36 of this proxy statement/prospectus). If the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group are unable to find adequate replacements or to attract, retain and incentivize senior executives, other key employees or new qualified personnel, such inability could have a material adverse effect on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects.

Despite the resilience and disaster recovery capabilities of the Just Eat Takeaway.com Group’s and the Grubhub Group’s IT systems and infrastructure, there is no assurance that the IT systems underlying the Just Eat Takeaway.com Group’s and the Grubhub Group’s platforms, or that will underlie the Enlarged Group’s platforms following Completion, will not temporarily fail. Any failure of, or disruptions to, such IT systems may adversely affect the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s performance.

Although the Just Eat Takeaway.com Group operates two fully functional data centers (housed in external co-location facilities) in the Netherlands and Germany to support the historical Takeaway.com operating markets, thus ensuring near technical and geographical redundancy, any system outages affecting the operation of telecommunications or the internet may restrict the ability of consumers to access the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s platforms or restaurants and the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s ability to receive and process orders. In addition, the Just Eat Takeaway.com Group operates certain of its e-commerce workloads in the cloud to support the historical Just Eat operating markets, taking advantage of high availability infrastructure and software designs to provide a highly resilient service protecting its ability to receive, process and accept payment for orders. Any outages that affect the operation of the cloud may additionally therefore affect the efficiency of the service provided by the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group. Any such failures in services provided by the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group or third party telecommunications providers, co-location providers, internet service providers or cloud and payment services providers could adversely affect the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects.

The Grubhub Group relies on cloud providers to provide a reliable network backbone with the speed, data capacity, security and hardware necessary for reliable internet access and services. The Grubhub Group also relies on a third-party payment processor and encryption and authentication technology licensed from third parties that is designed to effect secure transmission of personal information provided by its consumers. If the Grubhub Group’s payment processor, a cloud provider or another third party, does not perform adequately, terminates its relationship with the Grubhub Group or refuses to renew its agreement with the Grubhub Group on commercially reasonable terms, the Grubhub Group and, following Completion, the Enlarged Group may have difficulty finding an alternate provider on similar terms and in an acceptable timeframe, its and, following Completion, the Enlarged Group’s costs may increase and its and, following Completion, the Enlarged Group’s, business and results of operations could be harmed.

The Just Eat Takeaway.com Group and the Grubhub Group rely on several commercial devices to connect restaurants to their platforms. These devices provide the interface for restaurants to receive, fulfill or reject orders. In the case of the Just Eat Takeaway.com Group, such devices are custom designed, sourced from specific suppliers and are distributed widely across their restaurant estates. Whilst the Just Eat Takeaway.com Group and

Like all online services, the Just Eat Takeaway.com Group’s and the Grubhub Group’s platforms are, and following Completion, the Enlarged Group’s platforms will be, vulnerable to computer viruses, break-ins, phishing attacks, ransomware attacks, attempts to overload their servers with distributed denial-of-service (“DDoS”) attacks, credential stuffing attacks, misappropriation of data through website scraping or other attacks or similar disruptions from unauthorized use of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s computer systems. Despite the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s resilience and disaster recovery procedures, the occurrence of any of the foregoing with respect to the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s platforms or any third-party service providers which the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group currently or in the future rely upon could lead to interruptions, delays or website shutdowns, potentially causing lost business, temporary inaccessibility of critical data, or account details, including personal data, being stolen or released. The coverage under the insurance policies of the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group may not be adequate to reimburse the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group for losses caused by security incidents, or other adverse consequences related to a security incident.

In the normal course of business, the Just Eat Takeaway.com Group and the Grubhub Group have discovered various security threats and incidents that may involve the information of its diners, delivery partners, restaurant partners, employees, vendors and/or contractors. For example, the Just Eat Takeaway.com Group experienced a potentially coordinated series of severe DDoS attacks in March 2020 affecting several hundred thousand orders. Likewise, the Grubhub Group has experienced various security threats and incidents, including, for example, malware identified on company systems or machines, phishing and social engineering efforts directed at its employees, and non-compliance with internal security requirements and procedures that have impacted data stored on its systems. In addition, the Grubhub Group has experienced incidents of fraud on its platform by unauthorized parties who log into Grubhub accounts. Although none of these threats and incidents resulted in regulatory inquiries, litigation, or a material impact on the reputation, business operations or financial performance of the Just Eat Takeaway.com Group or the Grubhub Group, respectively, any future security incident could have a material adverse impact on the respective reputation, business operations, or financial performance of the Just Eat Takeaway.com Group and the Grubhub Group. Each of the Just Eat Takeaway.com Group and the Grubhub Group has undertaken steps to enhance its respective data security programs, which include adding additional protective security layers around the data, improving security protocols that govern access to systems, and further reducing security risks through risk assessments and regular testing. The Just Eat Takeaway.com Group and the Grubhub Group have committed and, following Completion, the Enlarged Group will continue to commit, considerable resources to continually enhance the security of their systems, such efforts may not be sufficient.

Compromised security measures and performance or security failures of some of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s services or of third-party service providers’ services which the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group currently or in the future rely upon may adversely affect the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s competitive position, relationships with

The growth that the Just Eat Takeaway.com Group and the Grubhub Group have experienced, and any future growth that, following Completion, the Enlarged Group may experience, may pose various challenges to the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group, such as finding suitable personnel on every operational level, including qualified IT personnel, customer services employees and sales agents. Notwithstanding the degree of scalability built into the Just Eat Takeaway.com Group’s and the Grubhub Group’s platforms, the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not be able to scale and adapt their existing technology and network infrastructure as their businesses grow. Any failure by the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group to expand their operations and staff successfully may have an adverse effect on their reputation, business and/or results of operations.

Where the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group grow their operations by expanding their businesses into new markets or offering new services, they may not be able to do this in a cost-effective and/or timely manner. New business endeavors launched or expanded by the Just Eat Takeaway.com Group, such as its Delivery services, which is intended to complement the main business activities of the Just Eat Takeaway.com Group, or the development of business-to-business food delivery services, such as City Pantry and Takeaway Pay, may not be favorably received by corporate customers, consumers or restaurants or by governments or regulators, or may not become profitable. In addition, entering into new geographical markets, such as the Just Eat Takeaway.com Group’s entry into the Israeli, Bulgarian and Romanian markets, or growing the business in existing markets may prove more costly or time-consuming than expected, and consumers and restaurants in such markets may be less receptive to the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s value proposition than anticipated based on their expectations from, and experience in, their other markets. The entry into new markets and geographical regions will also expose the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group to additional integrity, financial, compliance, currency and geopolitical risks, including corruption, nepotism, bribery, money laundering and terrorism financing, political instability, and conflicts with or between countries in certain regions.

Any such expansion of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s operations may also require significant additional investment, together with operations and resources, which may strain their management, personnel, financial and operational resources. The lack of market acceptance of such efforts or the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s inability to generate sufficient revenue from such expanded services, products or operations to offset their costs could have a material adverse effect on their business, results of operations, financial condition and/or prospects.

While the Just Eat Takeaway.com Group has historically established its market position in most of its largest markets predominantly through organic growth, it has undertaken acquisitions (in addition to the Transaction) and it, the Grubhub Group and, following Completion, the Enlarged Group may continue to do so in order to

In particular, Just Eat Takeaway.com recently completed the Just Eat Acquisition, which was a transformative transaction and for which the process of integrating the two businesses is ongoing. Just Eat Takeaway.com may encounter difficulties integrating Just Eat into its existing business. The failure to meet the challenges involved in integrating the historical Just Eat operations into the Just Eat Takeaway.com Group’s business may exacerbate the risks Just Eat Takeaway.com faces in integrating Grubhub or any future business it acquires and could cause an interruption of, or a loss of momentum in, the Just Eat Takeaway.com Group’s activities and could have a material adverse effect on its business, financial condition and results of operations.

In addition, the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may fail to discover material liabilities prior to an acquisition for which they may be responsible, or they may not be able to retain acquired key staff members, restaurants or consumers. Any failure to efficiently and effectively integrate acquired businesses, including as a result of the Transaction or a prior acquisition, may result in less growth than the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group anticipated and may have an adverse material effect on their business, results of operations, financial condition and/or prospects. See “—Risks Relating to the Transaction—The Transaction subjects the Enlarged Group and its investors to potential significant risks as a result of the integration process, including adherence to additional regulatory requirements, and no assurance can be given that the integration process will deliver all or substantially all of the expected benefits” beginning on page 35 of this proxy statement/prospectus.

Any acquisition may also require substantial marketing efforts in order to raise restaurant and consumer awareness in the relevant market and to reach and broaden the addressable market. Despite such efforts and investments, consumer and restaurant awareness and acceptance for the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s platforms may not increase or increase at a slower pace than anticipated, which could adversely affect progress towards profitability and/or cash flows. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may also need to record impairment charges related to potential write-downs of acquired assets, goodwill or other intangible assets in relation to prior or future acquisitions.

The Just Eat Takeaway.com Group and, following Completion, the Enlarged Group can also not be certain that they will be able to identify and acquire, on reasonable terms, if at all, suitable acquisition candidates. With consolidation being likely to continue as an industry trend, the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group could be faced with increasing competition for attractive acquisition candidates. Failure to identify and/or acquire suitable acquisition candidates or the acquisition of unsuitable candidates could impair the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s ability to achieve their strategic goals. Compliance with antitrust or any other regulations may delay proposed acquisitions or prevent Just Eat Takeaway.com or, following Completion, the Enlarged Group from closing acquisitions, if at all. If this risk were to materialize, this could adversely affect the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects.

The Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s business could be materially and adversely affected by the outbreak of a widespread epidemic or pandemic, including the long-term continuation or escalation of the COVID-19 outbreak. Such events could result in

In December 2019, an outbreak of a new strain of coronavirus, COVID-19, was identified in Wuhan, China, and has since spread globally, including in the United Kingdom, continental Europe and the United States, where the Just Eat Takeaway.com Group’s and the Grubhub Group’s operations are primarily concentrated. On 11 March 2020, the World Health Organization confirmed that its spread and severity had escalated to the level of a pandemic. Since the effects of the COVID-19 pandemic took hold internationally in the first quarter of 2020, the Just Eat Takeaway.com Group and the Grubhub Group observed initial downside as government lockdowns were announced, restaurants closed and consumers reacted with heightened caution. In addition, governments in certain of the markets where the Grubhub Group operates introduced emergency orders that limit the commission that the Grubhub Group can charge its restaurant partners during the pandemic in order to aid the restaurant sector. For example, in May 2020, the New York City Council passed legislation imposing a 20% cap on fees, consisting of a 15% cap on commissions for delivery services and an additional 5% cap on all other charges, including marketing charges, and in August 2020 extended the duration of such restrictions until 90 days after restaurants are allowed to operate at full indoor capacity. As such, emergency orders or legislation limiting the commission that the Grubhub Group can charge its restaurant partners remain in place in certain markets, and additional restrictions may be put in place limiting the commission that the Grubhub Group can charge its restaurant partners in the future. Within the Just Eat Takeaway.com Group’s markets, commission restrictions have been introduced in one market and may be introduced in additional markets—on 19 December 2020, a regulation came into effect in Ontario, Canada which caps fees charged to non-chain restaurants by third parties for food and beverage delivery services and related services while the restaurants are prohibited from offering indoor dining. The regulation provides caps of (i) 15% of the cost of the delivery order for food and beverage delivery services; (ii) 20% of the cost of the delivery order for food and beverage delivery services and related services; and (iii) 10% of the cost of the order for marketplace orders (including pickup and restaurant delivery orders). The Ontario regulation is unlikely to have an immediate material effect on SkipTheDishes (“Skip”), the Just Eat Takeaway.com Group’s Canadian business, because Skip has proactively and voluntarily been providing rebates on commissions for independent restaurants and select brands subject to indoor dining prohibitions in Ontario, at a level that would generally result in compliance by Skip under the regulation. However, there can be no assurance that further limits on commissions will not be enacted.

To the knowledge of the Just Eat Takeaway.com Group and the Grubhub Group, all of the current fee caps in the U.S. are expected to end as the impact of the COVID-19 pandemic wanes; however, the Just Eat Takeaway.com Group and the Grubhub Group cannot reasonably estimate the duration of any such restrictions. In addition, any permanent or long-term regulations that limit the commission the Just Eat Takeaway.com Group and the Grubhub Group can charge their restaurant partners could have a material adverse effect on their and, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects. However, as a consequence of the COVID-19 pandemic, social distancing, government action and consumers’ desires for safer alternatives, an upside for the industry became apparent through increased consumer sign-ups and restaurant sign-ups, greater consumer order frequency and higher average order values (“AOV”). Although this has, in some respects, positively impacted, and continues in some respects to positively impact, performance across the majority of markets in which the Just Eat Takeaway.com Group and the Grubhub Group operate and indicates a degree of resilience enjoyed by the online takeaway industry, the performance to date has been dependent on government policy and there remain lockdown scenarios where such resilience and performance may not be possible. Therefore past performance and resiliency should be considered with caution.

In addition, epidemics or pandemics and disease outbreaks, including the COVID-19 pandemic, have resulted in, and may continue to result in, significant disruption of global financial markets, which could reduce the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s ability to access capital and could negatively impact the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s liquidity in the future. As a result of such epidemics or pandemics, the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s restaurant partners may also face difficulties accessing credit, which may increase liquidity problems and

The Just Eat Takeaway.com Group has incurred net losses since its inception, including net losses of €170 million, €121 million and €7 million for the years ended 31 December 2020, 2019 and 2018, respectively. The Grubhub Group has incurred net losses in recent periods, including net losses of $156 million and $19 million for the years ended 31 December 2020 and 2019, respectively. In addition, the Just Eat Takeaway.com Group’s and the Grubhub Group’s operating expenses may increase over time, particularly as they make investments to scale and expand their businesses. These investments may not result in increased revenue or higher growth and may prove more expensive than the Just Eat Takeaway.com Group or the Grubhub Group currently anticipates.

In addition, the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may encounter unforeseen or unpredictable factors, including unforeseen operating expenses, complications or delays. While each of the Just Eat Takeaway.com Group’s and the Grubhub Group’s respective revenue has grown in recent years, this growth rate may not be sustainable, and if their revenue declines or fails to grow at a rate faster than increases in their operating expenses, the Just Eat Takeaway.com Group and the Grubhub Group may not achieve or maintain profitability in future periods.

See, also, “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not continue to grow at historical rates and may not be able to achieve or maintain profitability across their businesses” beginning on page 50 of this proxy statement/prospectus.

As a result of the COVID-19 pandemic, the Just Eat Takeaway.com Group and the Grubhub Group have seen trends towards increasing Orders and the increasing adoption of online payments as the preferred method of payment of its consumers accelerate due to a shift of consumer behavior. Consequently, despite certain adverse impacts from the COVID-19 pandemic (see “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Public health issues such as a major pandemic or epidemic, including the long-term continuation or escalation of the COVID-19 outbreak, may have an adverse impact on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s business” beginning on page 48 of this proxy statement/prospectus) the impact of the COVID-19 pandemic on the Just Eat Takeaway.com Group’s business and the Grubhub Group’s business has, in some respects, been positive. However, the Just Eat Takeaway.com Group cannot reasonably estimate the duration of the pandemic or future changes in consumer spending patterns as a result of the continuation or conclusion of the pandemic. To the extent that the Just Eat Takeaway.com Group’s and the Grubhub Group’s financial results for the year ended 31 December 2020 may have been positively impacted by COVID-19, such results may not be indicative of results for future periods.

The Just Eat Takeaway.com Group’s and the Grubhub Group’s businesses have grown rapidly since their founding in 2000 and 1999, respectively. However, this historical rate of growth is likely to decline in the future. In some more mature markets, such as the Netherlands, the UK and Denmark, the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group could be confronted with saturating markets that result in declining growth rates of new consumers, even while the Just Eat Takeaway.com Group, the

The Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s success will also depend, to a substantial extent, on the willingness of consumers to continue, and to increase, their use of online services and online food delivery marketplaces as a method of ordering food, rather than to use telephone-based and walk-in services, or other online options, provided by local restaurants and other competitors. The Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s success also depends on the willingness of restaurants to utilize an online food marketplace. Independent restaurants and chains may opt to provide their own mobile and online ordering solutions, or to continue to rely on traditional offline ordering processes, primarily through the use of paper menus, advertisements and the placement of orders over the telephone. In addition, not all restaurants are willing to offer delivery services, thereby limiting the potential number of restaurants that may participate on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s platforms, although in certain cases such restaurants participate on the platforms on a pick-up basis. This could have a material impact on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s ability to grow their consumer and restaurant network.

In all of their markets, the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s growth and ability to achieve or maintain profitability across their businesses, may likewise be constrained by consumers’ failure to increase or maintain the frequency of Orders via their platforms. There may be limited uptake or slower adoption of online food delivery marketplaces, with early adopters already on the platform and other consumers potentially not following suit. As a result, the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s value proposition may become less attractive to restaurants, which may result in fewer restaurants participating on the platform, leading to less consumer traffic and less restaurant choice.

Despite the Just Eat Takeaway.com Group’s positive adjusted EBITDA (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Just Eat Takeaway.com Group—Key Non-IFRS Financial Measures” beginning on page 213 of this proxy statement/prospectus) for the year ended 31 December 2020, the Just Eat Takeaway.com Group recorded a net loss for the period, which was mainly driven by acquisition related transaction and integration expenses of €67 million and €35 million, respectively, finance expenses of €30 million, share-based payments of €23 million and share of losses of associates and joint ventures of €16 million (see “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—The Just Eat Takeaway.com Group has a history of net losses and the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group could continue to incur substantial net losses in the future, and may not become profitable in the future” beginning on page 50 of this proxy statement/prospectus).

There can be no assurance that the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group will be able to successfully translate marketing expenditure into Orders, or that they will achieve profitability in markets where the Just Eat Takeaway.com Group and the Grubhub Group are currently not profitable (particularly to the extent they are unable to maintain Order volumes and commission rates that generate revenue exceeding marketing expenditure). Any failure to do so would have an impact on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects. Ultimately, as each of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s markets has its own unique dynamics, success in any one market may not translate to success in other markets, and different approaches may be necessary in order to achieve or maintain profitability.

Any of the foregoing factors could impact the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s ability to achieve or maintain profitability across their businesses and their financial or operational performance, and their ability to achieve or maintain profitability across their businesses, may be better or worse than currently anticipated. Moreover, the markets in which the Just Eat Takeaway.com Group and the Grubhub Group are active and, following Completion, the Enlarged Group will be active, may develop in a manner different from that anticipated by them. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group are subject to the risk that the assumptions underlying their growth strategy may not be accurate and that, consequently, their actual results may differ materially from current expectations or the financial and operational objectives set by them. Any failure by the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group to implement or continue their growth strategy successfully may have a material adverse effect on the business, results of operations, financial conditions and/or prospects of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group.

In recent years, both the Just Eat Takeaway.com Group and the Grubhub Group have made substantial investments in their own logistical food delivery service businesses and the rollout of their technologies and processes and the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group plan to continue to invest in such businesses in the future.

The Just Eat Takeaway.com Group’s and the Grubhub Group’s roll-out of their own logistical food delivery service businesses has necessitated greater investments in people-related costs, as a logistical food delivery service business model structurally has greater requirements than those associated with online food delivery platforms that are not responsible for making deliveries themselves. Such costs include those related to the acquisition of couriers, software that is used for order forecasting and the management of courier dispatching and, in the case of the Just Eat Takeaway.com Group training of and equipment for couriers, such as e-bikes, couriers’ jackets, delivery bags and other equipment. Although the Just Eat Takeaway.com Group and the Grubhub Group take, and following Completion, the Enlarged Group will take such costs into consideration when determining their delivery commission rates, commission rates are not substantial enough in themselves to cover all such costs without additional customer delivery charges. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not be able to charge commission rates or customer delivery charges in all of their markets, in the future, at a level that would make the provision of their own logistical food delivery services profitable, particularly given increasing competition and the possibility of changing consumer preferences. Furthermore, it is also possible that the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not be able to generate a sufficient number of Orders to optimize the utilization rates of couriers, which is necessary to make logistical food delivery services profitable.

Due to increasing online penetration and the pace of growth of online food ordering and courier churn, the Just Eat Takeaway.com Group and the Grubhub Group seek and following Completion, the Enlarged Group will seek to find enough potential couriers to ensure that they are able to respond to all online orders from their

A number of factors contribute to other uncertainties related to the logistical food delivery service businesses, which will continue to be relevant to the Enlarged Group following Completion. The factors which could impact overall profitability and sustainability of a logistical food delivery service business in a given market include: the extent to which consumers favor restaurants that deliver themselves, as opposed to restaurants for which the Just Eat Takeaway.com Group carries out the delivery, the degree to which logistical processes can be optimized, the extent to which efficiencies can be achieved in areas where restaurant, courier and customer demand densities are sub-optimal, external conditions affecting the pricing of couriers, restaurant commissions and delivery fees, and the need to develop solutions in new markets which exhibit different supply, demand and regulatory conditions.

Other operational risks, including potential accidents caused by or involving couriers or the failure to deliver products on time or at all (due to factors such as traffic or technology failure), may impact the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s appeal or result in liabilities, which in turn may negatively affect revenues and/or their reputation.

The materialization of the risks described above could have a material adverse effect on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and/or, following Completion, the Enlarged Group’s business, reputation, financial condition, results of operations and/or prospects.

The Just Eat Takeaway.com Group relies and, following Completion, the Enlarged Group will continue to rely upon certain restaurant management systems which facilitate the receiving and processing of online orders by restaurants on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s platforms. In the event of any software failure in any of these restaurant management systems, the ability of the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group to service the restaurants in their existing networks and expand their networks of restaurants may be materially adversely affected. The Just Eat Takeaway.com Group is in the process of improving disaster recovery so as to reduce this risk, but there can be no guarantee that such efforts will reduce or eliminate the risk of software failures. The Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s risk profile around restaurant software will continue to evolve as they seek to grow their restaurant solutions business with investments such as Practi. See “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Any disruptions to each of the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s IT systems and related infrastructure, including due to system

The Just Eat Takeaway.com Group relies, and following Completion, the Enlarged Group will continue to rely upon the suppliers of restaurant devices which facilitate the receiving and processing of online orders by restaurants on the Just Eat Takeaway.com Group’s platforms and, following Completion, the Enlarged Group’s platforms. If any of these suppliers were to terminate its supply relationship with the Just Eat Takeaway.com Group or, following Completion, the Enlarged Group or become unable for any reason to supply the Just Eat Takeaway.com Group or, following Completion, the Enlarged Group with the requisite numbers of restaurant devices, the ability of the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group to service the restaurants in their existing networks and expand their network of restaurants may be materially adversely affected. Furthermore, in the event of product damage or failure in a particular delivery of restaurant devices, there may be consequential constraints upon the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s ability to supply such devices to restaurants that utilize them.

Any inability to overcome supply constraints to meet higher levels of demand from an expanding network of restaurants may have a material adverse effect on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s reputation, business, financial condition and/or results of operations. The Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s risk profile around restaurant devices will continue to evolve as they seek to grow their restaurant solutions business and expand their network of restaurants.

The Just Eat Takeaway.com Group participates and, following Completion, the Enlarged Group will participate in and may expand through joint ventures and other collaborative activities with third parties, such as iFood in Brazil. Moreover, the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s strategy for entering a new country, particularly in developing markets, may require or be restricted to the purchase of a partial or a controlling interest in an existing entity, whilst retaining that entity’s management, in order to leverage local market knowledge.

There are certain risks associated with joint venture partners, including the risk that joint venture partners may: (i) have economic or business interests or goals that are inconsistent with those of the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group; (ii) veto proposals in respect of joint venture operations; (iii) be unable or unwilling to fulfil their obligations under the joint venture or other agreements; or (iv) experience financial or other difficulties.

The materialization of the risk described above could have a material adverse effect on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s business, financial condition, results of operations and/or prospects.

The Just Eat Takeaway.com Group’s and the Grubhub Group’s successes depend on, and following Completion, the Enlarged Group’s success will also depend on, potential and existing consumers’ ability to search for and find their online platforms. Returning and new consumers often rely on online search engines, such as Google, Yahoo and Bing, when contemplating ordering food delivery online. Therefore, higher rankings in such search engines generally result in higher visibility, more visits to the Just Eat Takeaway.com Group’s, the

Furthermore, a large part of the Just Eat Takeaway.com Group’s and the Grubhub Group’s marketing budgets are, and following Completion, a large part of the Enlarged Group’s marketing budget will be, spent on search engine marketing or pay-per-click marketing. In general, pricing for pay-per-click marketing is dynamic and depends on bidding on a keyword-by-keyword, or keyword group, basis. The cost per acquisition for the Just Eat Takeaway.com Group and the Grubhub Group can be, and following Completion, the cost per acquisition for the Enlarged Group may be, influenced by competition or by changes to search engines’ terms of service with regard to pricing of pay-per-click campaigns. This will especially be the case if the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s competitors in a given market have greater financial resources and, hence, can outspend the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group in pay-per-click marketing. See “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may not be able to establish, maintain or expand its leadership positions and establish, maintain or increase its profitability in some or all of the jurisdictions in which it currently operates, including as a result of competition” beginning on page 41 of this proxy statement/prospectus.

The Just Eat Takeaway.com Group’s and the Grubhub Group’s business depends, and following Completion, the Enlarged Group’s business will depend, to a high degree, on consumer behavior with regard to using online food delivery services. Unexpected weather patterns may affect demand for the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s food delivery services at any time throughout the year. While colder, rainy or otherwise more inclement weather typically increases Orders (although, particularly harsh weather may preclude the ability for delivery to take place), warmer or sunnier weather typically decreases Orders. If there are any material periods that are sunnier and/or warmer than historically normal for that period of the year, that could have a material adverse effect on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s business, results of operations and/or financial condition.

In the year ended 31 December 2020, 85% (pro forma for the Just Eat Acquisition) of all Orders through the Just Eat Takeaway.com Group’s websites or through its mobile application were paid for by means of debit or credit card or other forms of cashless payment (“Online Payments”) and 96% of all Orders through the Grubhub Group’s websites or through its mobile application were paid for by Online Payments in the same period. The Just Eat Takeaway.com Group and the Grubhub Group depend on and, following Completion, the Enlarged Group will depend on, third parties, in particular their payment service provider partners and their consumers’ and their own banks, in order to offer Online Payment options to consumers and to provide payment processing services. Any third party’s unwillingness or inability to provide payment processing services for debit

With regard to credit card payments, the Just Eat Takeaway.com Group and the Grubhub Group face, and following Completion, the Enlarged Group will face, an additional payment collection risk. As the Just Eat Takeaway.com Group and the Grubhub Group collect, and following Completion, the Enlarged Group will collect, the full merchandise value of each Order paid via an Online Payment on behalf of the relevant restaurant, they may have to bear financial risks related to credit card fraud. Any widespread occurrence of credit card fraud could materially impact the profitability of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group.

A small minority of the restaurants on the Just Eat Takeaway.com Group’s platforms only accept, and following Completion, on the Enlarged Group’s platforms are expected to only accept, cash payments, and for such restaurants, there can be no assurance that the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group will be able to collect all amounts due. The Just Eat Takeaway.com Group had a loss allowance for trade receivables of €6 million as at 31 December 2020 (increasing from €2 million as at 31 December 2019). To the extent that the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group fail to collect substantial amounts due from restaurants, this could have a material adverse effect on their business, results of operations, financial condition and/or prospects.

A deterioration in economic conditions in any of the markets in which the Just Eat Takeaway.com Group or the Grubhub Group operate or, following Completion, the Enlarged Group will operate, may have an adverse effect on the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group (as applicable). For example, there is no certainty regarding the potential scale and severity of the economic effect of COVID-19. See “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Public health issues such as a major pandemic or epidemic, including the long-term continuation or escalation of the COVID-19 outbreak, may have an adverse impact on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s business” beginning on page 48 of this proxy statement/prospectus.

In relation to the UK’s exit from the EU on 31 January 2020 (“Brexit”), the UK and the EU Commission announced on 24 December 2020 that they had reached agreement on a draft EU-UK Trade and Cooperation Agreement (“TCA”). The TCA covers a number of topics, including trade in goods and in services, digital trade, intellectual property, social security coordination, law enforcement and judicial cooperation in criminal matters, thematic cooperation and participation in EU programmes. On 29 December 2020, the Council of the EU (the “Council”) adopted, by written procedure, the decision on the signing of the TCA and its provisional application as of 1 January 2021, pending the formal approval of the European Parliament and the adoption of the decision on the conclusion of the TCA by the Council. The UK Parliament ratified the UK’s entry into, and implementation of, the TCA on 30 December 2020 pursuant to the European Union (Future Relationship) Act 2020. As at the date of this proxy statement/prospectus, the TCA remains subject to final approvals from the European Parliament and the Council. Uncertainty regarding the final terms and permanent application of the TCA will remain until the completion of the EU approval process.

As a result of the UK formally leaving the EU, and notwithstanding the agreement of the TCA, the UK has entered into a period of economic and market disruption and political and legal uncertainty. It is not possible to ascertain how long this period will last and the effect it will have on the UK or in the EU in general. None of the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group can predict when or if political stability will return. Since the decision by the UK electorate to leave the EU, there has been volatility and disruption of the capital, currency and credit markets, including the market for debt and equity securities. A further weakening of the pound sterling may, as a result of certain investments and expenditures of the Just Eat Takeaway.com Group not denominated in pound sterling, have a material adverse effect on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s results. In addition, the Just Eat

Such circumstances can be expected to influence consumers’ purchasing behavior and could, for example, cause consumers to cook at home rather than to purchase takeaway food (although consumers may also purchase takeaway food rather than eat out). These changes in consumer behavior could lead to lower overall Orders through the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s platforms. In addition, changes in economic conditions may lead to higher costs associated with the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s operations, such as in relation to food, labor and energy, which could affect consumer spending behavior and the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s results of operations. In addition, there can be no assurance that macroeconomic conditions will not impair the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s ability to obtain financing in the future, and thereby impede the expansion of their operations.

The Just Eat Takeaway.com Group and the Grubhub Group face, and following Completion, the Enlarged Group will face, certain inherent risks due to the geographic scope and the nature of their businesses. As at the date of this proxy statement/prospectus, the Just Eat Takeaway.com Group operates in seventeen countries in Europe (the Netherlands, the UK, Germany, France, Spain, Italy, Denmark, Ireland, Norway, Belgium, Austria, Poland, Switzerland, Bulgaria, Romania, Portugal and Luxembourg), Israel, Australia, New Zealand, Canada, Brazil and Colombia and the Grubhub Group operates throughout the United States. As a result, the Just Eat Takeaway.com Group and the Grubhub Group are exposed to laws and regulations which vary, and sometimes conflict, from one jurisdiction to another. The Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s ability to comply with existing laws and regulations applicable to their businesses across the multiple jurisdictions in which they operate and to predict and adapt to changes in those jurisdictions, is important to their success. Any uncertainty or changes in applicable laws or regulations, in particular in relation to payment services, competition, the internet, e-commerce, consumer protection, cookies, privacy, electronic marketing, platform regulation and legislation or rules relating to the right to be forgotten, or the takeaway restaurant industry specifically, in one or more of the markets in which the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group operate, could have a material adverse effect on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s reputation, business, results of operations, financial condition and/or prospects.

Government regulation of the “gig economy” (a labor market characterized by the prevalence of short-term missions or freelance work as opposed to permanent jobs) has evolved considerably over the past few years and continues to do so. The Just Eat Takeaway.com Group, in certain of the historical Just Eat markets (the UK, Canada, Ireland, Italy, New Zealand and Australia), and the Grubhub Group have adopted and, following Completion, the Enlarged Group will adopt, an independent contractor model where they engage independent contractors directly as delivery drivers, such that their delivery drivers are not employees of the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group, which classification remains subject to evolving government regulation and judicial interpretation. As of 31 December 2020, the Just

Due to uncertainties in the interpretation of applicable law, as well as constant legislative evolution, this sector has been subject to scrutiny and, in some cases, the commencement of class actions with workers claiming they should have been treated as employees or workers rather than self-employed contractors. For example, in July 2018, a courier on the Skip network filed a putative class action case alleging that all couriers providing services on the Skip network in Canada are employees and not independent contractors. The relevant court has not yet determined if the claim will be accepted as a class action and, if so, which couriers would be included in any such class. In addition, in 2016, two private-hire drivers engaged by Uber in London filed claims in the UK Employment Tribunal arguing that they should be classified as workers rather than self-employed contractors while logged into the Uber smartphone application. Their claims were upheld and, consequently, the claimants were entitled to certain statutory rights, including the right to the national minimum wage, the right to receive paid annual leave and the benefit of certain statutory protections afforded to “whistleblowers.” Uber subsequently filed successive appeals to the UK Employment Appeal Tribunal and the UK Court of Appeal before finally appealing to the UK Supreme Court. In February 2021, the UK Supreme Court dismissed Uber’s final appeal and upheld the drivers’ classification as “workers.” It is possible that the UK Supreme Court’s decision may inform the outcome of subsequent proceedings involving similar claims by individuals active in the United Kingdom’s “gig economy,” which may include the delivery drivers engaged by the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group in the United Kingdom.

As an example of the changing regulatory landscape in the United States, on 1 January 2020, California Assembly Bill 5 (“AB5”) came into effect, which codifies a test to determine whether a worker is an employee or independent contractor under California law. In November 2020, a California ballot initiative was passed to supersede AB5. Specifically, Proposition 22 (“Prop 22”) exempts app-based workers, including delivery drivers, from being classified as employees and provides for certain minimum compensation levels, as well as certain other requirements. Prop 22 is now in effect, and therefore the Grubhub Group’s costs related to drivers have increased in California. This cost increase could lead the Grubhub Group and, following Completion, the Enlarged Group, to charge higher diner fees and higher restaurant commissions, which in turn could lower order volume. Other states where the Grubhub Group operates may consider legislation similar to Prop 22, which would be expected to increase the Grubhub Group’s and, following Completion, the Enlarged Group’s costs related to drivers in such jurisdictions and could similarly adversely impact results of operations.

In addition, in February 2021, the European Commission (the “EC”) launched the first phase of a consultation designed to address challenges experienced by those engaged in platform work within the EU. This includes the work carried out by drivers engaged by the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group in the EU. The consultation seeks social partners’ views on whether EU-wide measures are required to address, among other things, platform workers’ employment status, working conditions, access to social protection and access to collective representation and bargaining. The consultation may lead to EU-wide legislative reform which may affect the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s ability to operate its current independent contractor model within the EU.

In certain jurisdictions, the independent contractor model operated by the Just Eat Takeaway.com Group has been subject to direct regulatory challenge. For example, in Australia, Just Eat Takeaway.com’s subsidiary Menulog Pty. Ltd. (“Menulog”) received a position paper from the Australian Taxation Office (the “ATO”) on 11 September 2019 stating that the couriers engaged by Menulog should be considered employees rather than independent contractors. Menulog has challenged this based on the legislation and recent case law. The ATO provided Menulog in April 2021 with a Draft Decision Paper in which it reiterates its previous decision and stipulates that the guidance should be applied retrospectively. Menulog continues to evaluate its approach towards, and any potential objections to, the Draft Decision Paper. As a further example, in Italy, Just-Eat Italy S.r.l. (“Just-Eat Italy”) received orders from the public prosecutor and labor, social security and public insurance inspectors on 24 February 2021 that state that couriers engaged by Just-Eat Italy should be considered “workers”, known in Italy as ‘co.co.co.’, instead of independent contractors. In connection thereto, Just-Eat Italy was

As a result of uncertainties surrounding the interpretation of applicable law and the evolving legislative and regulatory landscape concerning the “gig economy”, there is a risk that the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s independent contractor models in Australia, Canada, Ireland, Italy, New Zealand, the UK and the US may be subject to further challenge. Successful challenges may result in the couriers engaged by the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group being reclassified as employees or workers rather than self-employed contractors, and/or becoming entitled to additional employment-related benefits and protections. The Just Eat Takeaway.com Group and the Grubhub Group are growing and, following Completion, the Enlarged Group may continue to grow their delivery services. As a result, to the extent such growth involves engaging additional independent contractors, the effects of any such successful challenges may be material. It is also possible that the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group, may be subjected to fines and/or other sanctions in respect of their independent contractor models. Such events could have a material and adverse effect on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects.

The Just Eat Takeaway.com Group’s and the Grubhub Group’s operations involve, and following Completion, the Enlarged Group’s operations will involve, the processing of personal data of consumers, restaurant owners and contracted couriers. In its capacity as an online food delivery marketplace and as a facilitator of Online Payments, such as PayPal or iDeal, the Just Eat Takeaway.com Group acts, and following Completion, the Enlarged Group will act, as an intermediary or agent, as applicable, between restaurants, consumers purchasing from these restaurants, and entities controlling the payment methods that the consumers choose to use (such as iDeal, PayPal or credit and debit card issuers). In furtherance of the services the Just Eat Takeaway.com Group and the Grubhub Group provide, and following Completion, the Enlarged Group will provide, the Just Eat Takeaway.com Group and the Grubhub Group receive, and following Completion, the Enlarged Group will receive, personal data of consumers, restaurant owners and contracted couriers.Such personal data includes identification data, location data, and payment transaction data that consumers supply when they wish to make a payment for an order (such as the consumer’s name and, in some cases, payment method details), or in the case of restaurant owners and contracted couriers, bank routing and account information so that they can hold a business account and receive payments from the Just Eat Takeaway.com Group and the Grubhub Group.

Consequently, the Just Eat Takeaway.com Group and the Grubhub Group are subject, and following Completion, the Enlarged Group will be subject, to the privacy rules of the countries in which they operate, including, in the EU, Regulation (EU)2016/679 (the “EU General Data Protection Regulation” or “EU GDPR”). Any failure to comply with applicable data protection and privacy laws may harm the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s reputation or lead to investigations, sanctions, penalties, proceedings or actions against the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group by governmental agencies or other persons, including class action litigation in certain jurisdictions. In addition, the Just Eat Takeaway.com Group and the Grubhub Group face, and following Completion, the Enlarged Group will face, the possibility of security breaches, which themselves may result in a violation of applicable data protection and privacy laws (see “—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Compromised security measures and performance failures due to hacking,

Stringent food safety laws and laws related to the sales of alcohol imposed by the countries where the Just Eat Takeaway.com Group and the Grubhub Group operate (including, in the EU, EU laws implemented in national legislation) apply to the restaurants that are listed on the Just Eat Takeaway.com Group’s and the Grubhub Group’s platforms and, following Completion, on the platforms to be operated by the Enlarged Group. This includes laws with respect to the identification of allergen-related information, additives and/or ingredients in the foods that are sold on, and age verification of customers who order alcoholic beverages on, the Just Eat Takeaway.com Group’s or the Grubhub Group’s platforms. Such laws may also apply to the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group, which could result in increased compliance costs, including as a result of non-compliance. In certain markets the Just Eat Takeaway.com Group and the Grubhub Group provide allergen-related food information to consumers on its platforms on behalf of restaurants. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group cannot rule out the possibility that they may be held liable for non-compliance with the laws and regulations relating to the provision of food information, or due to the provision of inaccurate information. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group cannot rule out that any non-compliance would result in material damage to their reputation, in particular if there should be a case of injury or death connected with any such non-compliance. See “Additional Information—Regulatory—Food Information Regulation” beginning on page 191 of this proxy statement/prospectus.

The Just Eat Takeaway.com Group is and will continue to be affected by and, following Completion, the Enlarged Group will be affected by, the revised Payment Services Directive 2015/2366/EU (“PSD II”) and its implementation in the European countries in which they operate because they operate regulated payment services in multiple countries in the European Economic Area (“EEA”). PSD II was implemented in the Netherlands, entering into force on 19 February 2019. The Just Eat Takeaway.com Group relies on an intra-group licensed payment service provider for its payment services under PSD II in respect of all EEA countries (other than Bulgaria and Romania) where Takeaway.com historically operated prior to the Just Eat Acquisition. In the applicable EEA countries where Just Eat historically operated prior to being acquired by Takeaway.com (except for France, where the Just Eat Takeaway.com Group relies on a separate exemption), the Just Eat Takeaway.com Group relies on an exemption under PSD II, the so-called commercial agent exemption, and therefore the payment services it provides are not regulated and do not require a license. For the historical operations of Just Eat, the Just Eat Takeaway.com Group may continue to rely on this exemption because it receives payments as a commercial agent authorized via an agreement to negotiate or conclude the sale of goods on behalf of the restaurants and does not act as a commercial agent on behalf of the consumers. Takeaway.com Payments B.V. has obtained a license from the Dutch Central Bank (De Nederlandsche Bank N.V., the “DNB”) in accordance with PSD II and as payment institution falls under the supervision of the DNB. Should Takeaway.com Payments B.V.’s license be revoked by the DNB in the future, or other enforcement measures be taken by DNB, such as imposing penalties and/or forcing the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group to cease offering certain payment facilities, the Just Eat Takeaway.com Group’s and, following

In addition, the Just Eat Takeaway.com Group, in the countries where payments are not facilitated by Takeaway.com Payments B.V., and the Grubhub Group are, and, following Completion, the Enlarged Group will be, subject to the Payment Card Industry (“PCI”) and Data Security Standard (the “Standard”). The Standard is a comprehensive set of requirements for enhancing payment account data security that was developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures. The Grubhub Group is, and, following Completion, the Enlarged Group will be, required by payment card network rules to comply with the Standard, and their failure to do so may result in fines or restrictions on their ability to accept payment cards. Under certain circumstances specified in the payment card network rules, the Grubhub Group or, following Completion, the Enlarged Group may be required to submit to periodic audits, self-assessments or other assessments of their compliance with the Standard. Such activities may reveal that the Grubhub Group or, following Completion, the Enlarged Group have failed to comply with the Standard. If an audit, self-assessment or other test determines that the Grubhub Group or, following Completion, the Enlarged Group need to take steps to remediate any deficiencies, such remediation efforts may distract their management teams and require costly and time consuming remediation efforts. In addition, even if the Grubhub Group and, following Completion, the Enlarged Group comply with the Standard, there is no assurance that they will be protected from a security breach.

The Just Eat Takeaway.com Group and the Grubhub Group are, and following Completion, the Enlarged Group will be, subject to pricing regulations in the jurisdictions in which they operate. The implementation of European Directive 2011/83/EU on consumer rights has in the past affected and may continue to affect the Just Eat Takeaway.com Group’s operations. For example, in 2018, the Just Eat Takeaway.com Group terminated its payment services fees in Belgium, and the overall impact on the Just Eat Takeaway.com Group’s revenue resulting from the elimination of this processing fee has only been partially offset by the Just Eat Takeaway.com Group’s introduction on 1 October 2018 of a €0.19 administration fee chargeable to restaurants in Belgium, regardless of method of payment.

Additionally, fees and commissions charged by online food delivery marketplaces and other business practices of online platforms are currently under increased scrutiny and are expected to continue to be subject to political and public debate in the jurisdictions in which the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group operate. This increased scrutiny may lead to changes in platform regulation or legislation, negative publicity or investigations or litigation commenced by governmental authorities or other parties. For example, in July 2019, the EC enacted Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services (“Regulation (EU) 2019/1150”), which imposes certain transparency obligations on online intermediation services and online search engines by requiring marketplaces to disclose the main parameters, including paid ranking, if applicable, used to rank goods and services on their sites. Regulation (EU) 2019/1150 has in the past affected and may continue to affect the form and content of the Just Eat Takeaway.com Group’s terms and conditions. Moreover, as a result of discussions with the Dutch Competition Authority in 2020, the Just Eat Takeaway.com Group was required to provide disclosure to consumers relating to the “TopRank” service that allows restaurants to pay for higher search result positions in the Just Eat Takeaway.com Group’s platforms, which disclosure the Just Eat Takeaway.com Group has sought to provide through the explanation offered by the Just Eat Takeaway.com Group on a separate page on its platform describing how the ranking is constructed, including the role of sponsoring therein.

Further changes in platform regulation, legislation or related litigation resulting from such increased scrutiny may require changes to certain business practices of the Just Eat Takeaway.com Group, the Grubhub Group and,

The Just Eat Takeaway.com Group and the Grubhub Group are, and following Completion, the Enlarged Group will be, subject to the competition laws of the countries they operate in and such laws may restrict the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s ability to agree with restaurants on a price guarantee (that is, the guarantee that restaurants do not charge consumers a lower price for the same food if ordered directly through the restaurant’s own online order channels, or if applicable via another online platform, as opposed to if ordered via the Just Eat Takeaway.com Group’s, the Grubhub Group’s or, following Completion, the Enlarged Group’s platforms). Competition authorities in a number of the markets in which the Just Eat Takeaway.com Group and the Grubhub Group are active and, following Completion, the Enlarged Group will be active have considered the impact of such price guarantees. For example, in 2015, the German competition authority found certain price clauses in a different industry to be in breach of the applicable competition rules. However, this decision was overturned by the Higher Regional Court of Düsseldorf in June 2019. The judgment is now being appealed by the German competition authority before the German Federal Court. Accordingly, there is a risk that the price guarantee clauses in agreements between certain restaurants and the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group, could be found to violate competition laws. Any such violations of competition law could result in fines, the relevant terms or the agreements themselves being unenforceable, consequential amendments to agreements, claims for damages and reputational damage, each of which could potentially have a material adverse effect on the Just Eat Takeaway.com Group’s, the Grubhub Group’s or, following Completion, the Enlarged Group’s business, results of operations, financial condition and/or prospects.

Further, in October 2019, the Grubhub Group announced a series of growth initiatives to drive diner acquisition and retention, including a significant expansion of non-partnered restaurants listed on the Grubhub Group’s platform in addition to restaurants that have entered into partnerships with the Grubhub Group. In 2020, non-partnered restaurants represented less than four percent (4%) of the Grubhub Group’s total revenue. However, non-partnered restaurants may not want to be included on the Grubhub Group’s or, following Completion, the Enlarged Group’s platforms and, if included, may request to be removed. In addition, there is a risk that, if included, non-partnered restaurants may bring legal claims against the Grubhub Group or, following Completion, the Enlarged Group relating to their inclusion on the Grubhub Group’s or, following Completion, the Enlarged Group’s platforms. There is also a risk that state or local law is enacted to prevent platforms like those of the Grubhub Group or, following Completion, the Enlarged Group from including non-partnered restaurants on their platforms. For example, the California Legislature passed legislation, California Assembly Bill 2149 (“AB 2149”), which became effective on 1 January 2021. AB 2149 prohibits, among other things, food delivery logistics platforms from facilitating deliveries from restaurants in California without the restaurants’ prior consent. Similar prohibitions have also been enacted in other jurisdictions within the United States. To the extent that the Grubhub Group or, following Completion, the Enlarged Group are required to remove non-partnered restaurants from their platforms for any reason, this may adversely affect their ability to attract and retain consumers and could directly and adversely affect the Grubhub Group’s or, following Completion, the Enlarged Group’s business, financial condition and results of operations.

The Just Eat Takeaway.com Group and the Grubhub Group are, and following Completion, the Enlarged Group will be, subject to the tax laws and regulations of different jurisdictions. Given that tax laws and regulations are subject to frequent change and their meaning is not always clear-cut or definitive, the tax positions taken by the Just Eat Takeaway.com Group or the Grubhub Group are sometimes based on their interpretations of such laws and regulations. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group cannot guarantee that such interpretations will not be questioned or challenged by the relevant authorities. More generally, any failure to comply with the tax laws or regulations applicable to the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group may result in reassessments, late payment interest, fines and penalties. In addition, the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s effective average tax rate and tax costs from period to period will be affected by many factors, including changes in tax legislation, global mix of earnings, the tax characteristics of their income, the timing and recognition of impairments, acquisitions and dispositions, integration of businesses, including the Transaction, and intercompany transfers of intangibles, adjustments to their reserves related to uncertain tax positions, changes in valuation allowances and tax treatment of riders. Also, a material change in applicable laws and regulations, or in their interpretation or enforcement, may force the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group to alter their business strategy, leading to additional costs or loss of revenue. As future developments, including initiatives relating to the taxation of the digital economy and taxation of self-employed individuals, are uncertain and partly beyond management’s control, assumptions are necessary to estimate future tax costs, taxable profits as well as the period in which deferred tax assets will recover. See “The Just Eat Takeaway.com Group and the Grubhub Group face, and following Completion the Enlarged Group will face, risks associated with the independent contractor model, which is subject to evolving government regulation of, and judicial intervention in, the “gig economy.” Changes in government regulation of or successful challenges to the independent contractor model used by the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group in certain markets may require the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group to change their existing business models and operations” beginning on page 57 of this proxy statement/prospectus. Any significant increase in the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s tax burden due to the factors described above is likely to have a material adverse effect on their results of operations, business, financial condition and/or prospects. In addition, the Just Eat Takeaway.com Group’s and the Grubhub Group’s tax returns are subject to regular review and examination. The Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group cannot guarantee that any tax audit or tax dispute to which they may be subject in the future will result in a favorable outcome. There is a risk that any such audit or dispute could result in additional taxes payable by the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group. In any such case, substantial additional tax liabilities and ancillary charges could be imposed on the Just Eat Takeaway.com Group, the Grubhub Group or, following Completion, the Enlarged Group, which could increase their effective tax rate.

In addition, the Grubhub Group is and, following Completion, the Enlarged Group will be subject to varying state tax laws in the United States. If the Grubhub Group or, following Completion, the Enlarged Group is deemed an agent for the restaurants in its network under state tax law, the Grubhub Group or, following Completion, the Enlarged Group may be deemed responsible for collecting and remitting sales taxes directly to certain states. It is possible that one or more states could seek to impose sales, use or other tax collection obligations on the Grubhub Group or, following Completion, the Enlarged Group with regard to such food sales. These taxes may be applicable to past sales. A successful assertion that the Grubhub Group or, following Completion, the Enlarged Group should be collecting additional sales, use or other taxes or remitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses, which would harm the business and results of operations of the Grubhub Group and, following Completion, the Enlarged Group.

In 2012, the Just Eat transfer pricing arrangements were updated, in line with the OECD Transfer Pricing Guidelines, to reflect the commercial and economic reality of its headquarters being established in the UK, whereas previously Just Eat was headquartered in Denmark. An Advanced Pricing Agreement (“APA”) was submitted to the Danish and UK competent authorities to obtain certainty over the position taken. Subsequently, the Danish Tax Authority opened a local transfer pricing audit into the periods covered by the APA and in January 2018 issued a formal notice of assessment from their findings, making a claim that the taxable income for fiscal year 2013 should be increased in relation to intellectual property income, equaling an additional tax payment of £126 million, including penalties and interest (which have continued to accrue since then). The Just Eat Takeaway.com Group strongly disagrees with the claim made by the Danish Tax Authority and has appealed the assessment through the Mutual Agreement Process (the “MAP”) between Her Majesty’s Revenue and Customs and the Danish Tax Authority. During the MAP, the two tax authorities enter into discussions with the intention of resolving the transfer pricing dispute. Just Eat’s case was formally accepted into the MAP in April 2018. Under the MAP, the tax authorities have two years to reach a resolution. As a resolution has not been reached, the Just Eat Takeaway.com Group is able to refer the case to an independent arbitration panel which will consider the facts and reach its own conclusion. As the tax authorities appear to be making progress regarding Just Eat’s case, the Just Eat Takeaway.com Group has not yet requested that the matter be referred to arbitration but reserves the right to do so should the tax authorities not make progress with the matter within a reasonable timeframe. The Just Eat Takeaway.com Group expects the outcome to be a full elimination of the potential double taxation, but there is no guarantee of such outcome. Such an outcome may result in a reallocation of income between the UK and Denmark with different tax rates applying over a different period, with net interest charges. The net interest charges may be substantial and may adversely affect the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s financial position.

The Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s intellectual property rights, whether developed organically or acquired as a result of an acquisition (in particular, website domain names and trademarks), are crucial for the operation of their businesses. These intellectual property rights protect the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s brands and are and will be at the core of their efforts to raise consumer awareness for their services and are thus directly related to their reputation. Each of the Just Eat Takeaway.com Group and the Grubhub Group are, and following Completion, the Enlarged Group will be, dependent on their ability to protect and promote their intellectual property rights, specifically their trademarks.

The Just Eat Takeaway.com Group and the Grubhub Group cannot guarantee that third parties will not infringe upon the Just Eat Takeaway.com Group’s, the Grubhub Group’s or, following Completion, the Enlarged Group’s trademark rights, or that a third party will not purchase domain names that are identical to the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s domain names, with the exception of its extension. In addition, each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may be unable to adequately register and protect its trademarks or purchase at a reasonable price relevant domain names as it enters new markets.

Should the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s trademarks be challenged or infringed upon, or should they be unable to adequately register and protect trademarks or purchase domain names when entering new markets, this may have an adverse effect on the Just Eat Takeaway.com Group’s, the Grubhub Group’s and, following Completion, the Enlarged Group’s brands and, as a result, on their businesses, results of operations and/or financial condition.

While the Just Eat Takeaway.com Group relies and, following Completion, the Enlarged Group is expected to rely, primarily on cash flow from operations and, where required, existing cash reserves to fund its business and financial obligations (for example, interest payments), it may not always generate sufficient cash flow to finance acquisitions and major transitional projects in the medium to long-term. Consequently, the execution of the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s growth strategy may require access to external sources of capital. For example, Just Eat Takeaway.com issued the Convertible Bonds 2019 in 2019, the Convertible Bonds 2020 in 2020 and the Convertible Bonds 2021 in 2021, respectively. Any limitations on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s access to capital on satisfactory terms, or at all, could impair their ability to execute their growth strategy in the future and could reduce their liquidity and ability to make dividend distributions.

No assurance can be given that financing will continue to be available to the Just Eat Takeaway.com Group and, following Completion, the Enlarged Group on acceptable terms, or at all. Limitations on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s access to capital, including on their ability to issue debt and equity, could result from events or causes beyond their control, such as significant increases in interest rates, increases in the risk premium generally required by investors, decreases in the availability of credit or the tightening of terms required by lenders. Any limitations on the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s ability to secure additional capital, continue their existing finance arrangements or refinance existing obligations could limit their liquidity, financial flexibility or cash flows and affect their ability to execute their strategic plans, which could have a material adverse effect on their businesses, results of operations, financial condition and/or prospects.

Just Eat Takeaway.com is currently in compliance with all covenants under the Just Eat Facility and the Convertible Bonds, and Grubhub is currently in compliance with all covenants under the Grubhub Senior Notes. However, an event of default under any of the Just Eat Facility, the Convertible Bonds or, following Completion, the Grubhub Senior Notes that is not cured or waived in accordance with its terms could result in lenders representing 66.6% of commitments accelerating the Just Eat Facility, the acceleration of the Convertible Bonds and/or, following Completion, the acceleration of the Grubhub Senior Notes. An acceleration of any of the foregoing would cause the outstanding amount owed under the Just Eat Facility (nil as at 31 December 2020), the Convertible Bonds (€250 million and €300 million aggregate principal amount of the Convertible Bonds 2019 and the Convertible Bonds 2020, respectively, as at 31 December 2020 and €1,100 million aggregate principal amount of the Convertible Bonds 2021 issued on 9 February 2021) or the Grubhub Senior Notes ($500 million as at 31 December 2020), as applicable, to become immediately due and payable. There may not be sufficient cash flow available to fully repay Just Eat Takeaway.com’s or, following Completion, the Enlarged Group’s outstanding debt under the Just Eat Facility, the Convertible Bonds or the Grubhub Senior Notes when due upon an acceleration or on the maturity date. Just Eat Takeaway.com and, following Completion, the Enlarged Group may not be able to secure additional capital or refinance on satisfactory terms, or at all, which could limit their liquidity, financial flexibility or cash flows and affect their ability to execute their strategic plans, which could have a material adverse effect on their businesses, results of operations, financial condition and/or prospects.

Following Completion, a substantial portion of the Enlarged Group’s consolidated revenue will be denominated in euro, pounds sterling and U.S. dollars, with the remainder denominated in the local currencies of

If the Transaction is completed, Grubhub Shares will be exchanged for New Just Eat Takeaway.com ADSs. Unlike Grubhub Shares, as a consequence of the listing of the New Just Eat Takeaway.com Shares on the LSE and Euronext Amsterdam and the listing of Just Eat Takeaway.com ADSs on Nasdaq, Just Eat Takeaway.com Shares are quoted in pounds sterling on the LSE and in euro on Euronext Amsterdam, while New Just Eat Takeaway.com ADSs will be quoted in U.S. dollars on Nasdaq. Dividends (if any) in respect of New Just Eat Takeaway.com Shares underlying New Just Eat Takeaway.com ADSs will be declared in euro (or pounds sterling for holders of Just Eat Takeaway.com CDIs) and converted into U.S. dollars by the depositary bank for New Just Eat Takeaway.com ADSs. Fluctuations in the exchange rate between euro and U.S. dollars will affect, among other matters, the U.S. dollar value of New Just Eat Takeaway.com Shares and of any dividends in respect of such shares, including any such shares represented by New Just Eat Takeaway.com ADSs. In addition, the Just Eat Takeaway.com Group presents, and following Completion, the Enlarged Group will present, their consolidated financial statements in euro. Consequently, the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s financial results in any given period may be materially affected by both Transaction Effects and the effect of translation of its foreign operations’ respective functional currencies to euro, the presentation currency of the Just Eat Takeaway.com Group’s consolidated financial statements.

Just Eat Takeaway.com is conducting a review to determine the optimal listing venues for its long term future. As part of this assessment, Just Eat Takeaway.com is considering, among other things, liquidity and trading volumes across the listings it has in Amsterdam and London and, following Completion, on Nasdaq. Therefore, Just Eat Takeaway.com no longer intends to delist the Just Eat Takeaway.com Shares from Euronext Amsterdam as soon as possible, and Just Eat Takeaway.com will remain listed on Euronext Amsterdam until a further decision has been made. Following completion of its review of listing venues, Just Eat Takeaway.com may determine to delist the Just Eat Takeaway.com Shares from Euronext Amsterdam.

The Convertible Bonds 2019 currently in issue are listed on Euronext Amsterdam. Under the terms and conditions of the Convertible Bonds 2019, a delisting of the Just Eat Takeaway.com Shares from Euronext Amsterdam would trigger an event of default (if not cured for a period of 30 days after receipt of written notice from the Trustee (as defined in the terms and conditions of the Convertible Bonds 2019) specifying the default and that such default be remedied). Should a future delisting of the Just Eat Takeaway.com Shares from Euronext Amsterdam occur, Just Eat Takeaway.com will take such action as may be necessary to ensure compliance with the terms and conditions of the Convertible Bonds 2019. In order to ensure compliance with the terms and conditions of the Convertible Bonds 2019, before delisting from Euronext Amsterdam, Just Eat Takeaway.com would be required to either (i) obtain the approval of an Extraordinary Resolution by persons who are registered as the owners of the Convertible Bonds 2019 on the register of the Convertible Bonds 2019 maintained by ABN AMRO Bank N.V. (acting as Registrar) (the “2019 Bondholders”) representing not less than 75% of the aggregate principal amount of outstanding Convertible Bonds 2019 or (ii) obtain the prior written approval of Stichting Trustee Takeaway.com (which approval can be given if, in the opinion of Stichting Trustee Takeaway.com, it is not materially prejudicial to the interest of the 2019 Bondholders).

If Just Eat Takeaway.com determines to delist the Just Eat Takeaway.com Shares from Euronext Amsterdam, Just Eat Takeaway.com expects it will take the necessary steps when appropriate. However, there can be no assurance that Just Eat Takeaway.com will be able to ensure compliance with such terms and conditions in a timely manner or at all. In addition, in the event of a future delisting of the Just Eat Takeaway.com Shares from Euronext Amsterdam, such delisting may result in Just Eat Takeaway.com Shareholders whose Just Eat Takeaway.com Shares trade on Euronext Amsterdam concluding that to continue to hold Just Eat Takeaway.com Shares that trade solely on the London Stock Exchange or in the form of ADSs on Nasdaq is impractical or difficult due to listing, tax or other considerations or—in the case of index funds—Just Eat Takeaway.com not

Just Eat Takeaway.com has issued the Convertible Bonds, which may during their lifetime convert into new Just Eat Takeaway.com Shares. The Convertible Bonds may be converted into, in aggregate, 13,934,536 Just Eat Takeaway.com Shares, which would result in Just Eat Takeaway.com’s issued share capital increasing by approximately 9% relative to the number of existing Just Eat Takeaway.com Shares in issue as at 20 April 2021, the last practicable trading day before the date of this proxy statement/prospectus. Any time that any Convertible Bonds are converted into Just Eat Takeaway.com Shares, holders of existing Just Eat Takeaway.com Shares (who are not also converting holders of such Convertible Bonds) will suffer an immediate dilution as a result of such conversions. Just Eat Takeaway.com may in the future again seek to raise capital through public or private debt, or equity financings, which may involve the issuance of Just Eat Takeaway.com Shares or debt securities convertible into Just Eat Takeaway.com Shares or rights to acquire these securities. In addition, Just Eat Takeaway.com may in the future seek to issue additional Just Eat Takeaway.com Shares or Just Eat Takeaway.com ADSs as consideration for, or otherwise in connection with, the acquisition of new businesses. Furthermore, Just Eat Takeaway.com may issue new Just Eat Takeaway.com Shares in the context of any new arrangements involving employees and/or Just Eat Takeaway.com Management Board nominees.

In the case of a future issuance of Just Eat Takeaway.com Shares for cash, the then-existing Just Eat Takeaway.com Shareholders are generally entitled to full statutory preemption rights under Dutch law. By virtue of Just Eat Takeaway.com’s listing on the premium listing segment of the UK Official List, Just Eat Takeaway.com Shareholders are also entitled to the benefit of preemption rights as provided for under the Listing Rules. Subject to the Listing Rules, these rights may be limited or excluded either by virtue of Dutch law, the Articles, a resolution of the General Meeting upon the proposal of the Just Eat Takeaway.com Management Board, which proposal has been approved by the Just Eat Takeaway.com Supervisory Board or by a resolution of the Just Eat Takeaway.com Management Board subject to the approval of the Just Eat Takeaway.com Supervisory Board if the Just Eat Takeaway.com Management Board has been designated by the General Meeting as the corporate body authorized to limit or exclude preemption rights. Any such issuance of additional Just Eat Takeaway.com Shares may dilute a Just Eat Takeaway.com Shareholder’s interest in Just Eat Takeaway.com if such investor does not participate, or is not eligible to participate, in any such issuances on a basis pro rata to their then-existing shareholdings.

Furthermore, any additional debt or equity financing which the Just Eat Takeaway.com Group may need may not be available on terms favorable to it or at all, which could adversely affect the Just Eat Takeaway.com Group’s and, following Completion, the Enlarged Group’s future plans and the market price of the New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs. Any additional offering or issuance of Just Eat Takeaway.com Shares or Just Eat Takeaway.com ADSs or the perception that an offering or issuance may occur could also have a negative impact on the market price of the New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs and could increase the volatility in the trading price of the New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs.

The market price of New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares could decline if a substantial number of either Just Eat Takeaway.com ADSs or Just Eat Takeaway.com Shares is sold by Just Eat Takeaway.com or significant Just Eat Takeaway.com Shareholders in the public market, or if there is an anticipation in the market that such sales could occur. Any sale of Just Eat Takeaway.com ADSs or Just Eat

Grubhub Stockholders receiving New Just Eat Takeaway.com ADSs in connection with the Transaction may sell those New Just Eat Takeaway.com ADSs immediately in the public market. It is likely that some Grubhub Stockholders, including some of its larger shareholders, will sell their New Just Eat Takeaway.com ADSs, for reasons such as the Enlarged Group’s business profile or market capitalization no longer fitting their investment objectives, or they consider holding New Just Eat Takeaway.com ADSs to be impractical or difficult due to listing, tax or other considerations. The sales of significant numbers of New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares, or the perception in the market that this will occur, may decrease the market price of New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares.

In the event of an increase in Just Eat Takeaway.com’s share capital, Just Eat Takeaway.com Shareholders are generally entitled to full preemptive rights, unless these rights are limited or excluded either by virtue of Dutch law, the Articles, a resolution of the General Meeting upon the proposal of the Just Eat Takeaway.com Management Board, which is subject to the approval of the Just Eat Takeaway.com Supervisory Board, or by a resolution of the Just Eat Takeaway.com Management Board subject to the approval of the Just Eat Takeaway.com Supervisory Board if the Just Eat Takeaway.com Management Board has been designated by the General Meeting as the corporate body authorized to limit or exclude preemption rights. In addition, certain Just Eat Takeaway.com Shareholders outside the Netherlands may not be able to exercise preemptive rights, and therefore suffer dilution, unless local securities laws have been complied with.

In particular, any Just Eat Takeaway.com Shareholders that are U.S. persons may not be able to exercise their preemptive rights or participate in a rights offer, as the case may be, unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements is available. Just Eat Takeaway.com cannot assure investors that any registration statement would be filed so as to enable the exercise of such holders’ preemptive rights or participation in a rights offer.

Just Eat Takeaway.com intends to retain any profits to expand its growth and development and, following Completion, the Enlarged Group’s business and, therefore, does not anticipate paying dividends to the Just Eat Takeaway.com Shareholders in the foreseeable future. See “Description of Just Eat Takeaway.com Shares—Dividends and Other Distributions—Dividend Policy” beginning on page 275 of this proxy statement/prospectus.

Distribution of dividends may only take place after the adoption of the annual accounts referred to in Section 2:391 BW (the “Annual Accounts”) by the General Meeting, which show that the distribution is allowed. Just Eat Takeaway.com may only make distributions to the Just Eat Takeaway.com Shareholders insofar as Just Eat Takeaway.com’s equity exceeds the sum of the paid-in and called-up share capital increased by the reserves as required to be maintained by Dutch law or by the Articles. The Just Eat Takeaway.com Management Board determines, with the approval of the Just Eat Takeaway.com Supervisory Board, whether all or part of the profit shall be added to the reserve, and any profit remaining thereafter shall be at the disposal of the General Meeting.

Just Eat Takeaway.com is a holding company with no material, direct business operations that conducts its business mainly through its subsidiaries. As a result, Just Eat Takeaway.com is dependent on loans, dividends and other payments from these subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of dividends. Just Eat Takeaway.com’s ability to pay dividends will depend directly on Just Eat Takeaway.com’s subsidiaries’ distributions to it. The amount and timing of such distributions will depend on the laws of such subsidiaries’ respective jurisdictions. The distribution by Just Eat Takeaway.com of an interim dividend and the distribution of dividends in the form of Just Eat Takeaway.com Shares are subject to the prior approval of the Just Eat Takeaway.com Supervisory Board. See “Description of Just Eat Takeaway.com

Just Eat Takeaway.com is, and following the Transaction will remain, incorporated under the laws of the Netherlands. Accordingly, Just Eat Takeaway.com’s corporate structure, as well as the rights and obligations of the Just Eat Takeaway.com Shareholders, may be different from the rights and obligations of shareholders of companies organized under the laws of other jurisdictions. The exercise of certain shareholders’ rights by Just Eat Takeaway.com Shareholders outside the Netherlands may be more difficult and costly to pursue than the exercise of rights in a company organized under the laws of other jurisdictions. Resolutions of the General Meeting may be adopted with majorities different from the majorities required for adoption of equivalent resolutions in companies organized under the laws of other jurisdictions. Any action to contest any of Just Eat Takeaway.com’s corporate actions must be filed with, and will be reviewed by, a Dutch court, in accordance with Dutch law. See “Comparison of Shareholder Rights” beginning on page 289 of this proxy statement/prospectus for a discussion of the different rights associated with Just Eat Takeaway.com Shares and Grubhub Shares.

In addition, holders of New Just Eat Takeaway.com ADSs will be able to exercise the shareholder rights for the New Just Eat Takeaway.com Shares represented by such New Just Eat Takeaway.com ADSs through the depositary bank, but only to the extent contemplated by the deposit agreement. Only registered holders of Just Eat Takeaway.com Shares are afforded the rights of shareholders under Dutch law and the Articles. The depositary bank holds New Just Eat Takeaway.com Shares represented by New Just Eat Takeaway.com ADSs through a custodian. As such custodian is a participant in the Euroclear Nederland securities settlement system, Euroclear Nederland (or its nominee) is the registered holder of the New Just Eat Takeaway.com Shares represented by New Just Eat Takeaway.com ADSs. Consequently, the holders of New Just Eat Takeaway.com ADSs must rely on the depositary bank to exercise the rights of a shareholder via its custodian and Euroclear Nederland.

Holders of New Just Eat Takeaway.com ADSs are entitled to present New Just Eat Takeaway.com ADSs to the depositary bank for cancellation and withdraw the corresponding number of underlying New Just Eat Takeaway.com Shares (to the extent contemplated by the deposit agreement), but would be responsible for fees relating to such exchange. Fees and charges are also payable by New Just Eat Takeaway.com ADS holders in relation to certain other depositary services. See “Description of Just Eat Takeaway.com American Depositary Shares” beginning on page 278 of this proxy statement/prospectus for a discussion of the terms of New Just Eat Takeaway.com ADSs and the material rights of owners of New Just Eat Takeaway.com ADSs.

Upon Completion, Grubhub Stockholders will become holders of New Just Eat Takeaway.com ADSs or, if such holders elect to convert their New Just Eat Takeaway.com ADSs into New Just Eat Takeaway.com Shares, New Just Eat Takeaway.com Shares. The Just Eat Takeaway.com Group’s business differs from that of the Grubhub Group, and the Just Eat Takeaway.com Group’s results of operations, as well as the market price of New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs, may be affected by factors different from those affecting the Grubhub Group’s results of operations and the market price of Grubhub Shares. In addition, the market price of New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares may fluctuate significantly following Completion and holders of New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares could lose the value of their investment in such Just Eat Takeaway.com securities. General fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares, regardless of the Just Eat Takeaway.com Group’s actual operating performance.

Following Completion, as a result of the registration of New Just Eat Takeaway.com Shares with the SEC, the Just Eat Takeaway.com Group will be subject to U.S. securities laws and other U.S. federal, state and local laws and regulations (including tax laws), including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), with respect to the Just Eat Takeaway.com Group’s worldwide activities and the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) as a foreign private issuer. These regulations are different from the regulations to which the Just Eat Takeaway.com Group is currently subject and therefore pose an increased compliance burden on the Just Eat Takeaway.com Group and, particularly where supplemented by new regulations, could lead to higher costs and greater complexity, and potential reputational damage, regulatory sanctions or fines in connection with inadvertent breach. The enactment of unduly onerous and restrictive regulation may adversely affect Just Eat Takeaway.com’s share price and could have a material adverse effect on the results of operations, business and/or financial condition of the Just Eat Takeaway.com Group. While the Just Eat Takeaway.com Group continuously seeks to improve its systems of internal controls and to remedy any weaknesses identified, there can be no assurance that the policies and procedures will be followed at all times or effectively detect and prevent violations of applicable laws.

Under current Dutch tax law, dividends paid on Just Eat Takeaway.com Shares and/or New Just Eat Takeaway.com ADSs are in principle subject to Dutch dividend withholding tax at a rate of 15% under the Dutch Dividend Withholding Tax Act (“Regular Dividend Withholding Tax”), unless a domestic or treaty exemption or reduction applies. On 25 March 2021, the Dutch State Secretary for Finance submitted a proposal of law to the Dutch parliament pursuant to which an alternative withholding tax (“Alternative Withholding Tax”) will be imposed on dividends paid to related entities in low-tax jurisdictions, effective 1 January 2024. An entity is related if (i) it holds, directly or indirectly, a qualifying interest in Just Eat Takeaway.com, (ii) Just Eat Takeaway.com directly or indirectly holds a qualifying interest in the entity or (iii) it is an entity in which a third party holds a direct or indirect qualifying interest while that third party also holds a qualifying interest in Just Eat Takeaway.com. An entity is also considered related to Just Eat Takeaway.com if the entity is part of a collaborating group (samenwerkende groep) of entities that jointly directly or indirectly holds a qualifying interest in Just Eat Takeaway.com. The term qualifying interest means a directly or indirectly held interest - either by an entity individually or jointly if an entity is part of a collaborating group - that enables such entity or such collaborating group to exercise a definite influence over another entity’s decisions, such as Just Eat Takeaway.com, and allows it to determine the other entity’s activities. The Alternative Withholding Tax will be imposed at the highest Dutch corporate income tax rate in effect at the time of the distribution (currently 25%). The Alternative Withholding Tax will be reduced, but not below zero, with any Regular Dividend Withholding Tax imposed on distributions. As such, based on currently applicable rates, the overall effective rate of withholding of Regular Dividend Withholding Tax and Alternative Withholding Tax will not exceed the highest corporate income tax rate in effect at the time of the distribution (currently 25%). The proposal of law is subject to amendment during the course of the legislative process and it needs to be approved by both chambers of the Dutch parliament before it can enter into force.

Just Eat Takeaway.com is not currently required to comply with the rules of the SEC implementing Section 404 of Sarbanes-Oxley, and therefore is not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. Following Completion, however, Just Eat Takeaway.com will be required to comply with the SEC’s rules implementing Section 404 of Sarbanes-Oxley,

In connection with the preparation of this proxy statement/prospectus, Just Eat Takeaway.com has identified material weaknesses in the design and operating effectiveness of its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Material weaknesses were identified by Just Eat Takeaway.com with respect to Internal Control—Integrated Framework (2013 Framework) issued by the COSO, particularly regarding the documentation required to evidence the existence and effectiveness of the associated controls, as follows: (i) control environment, as Just Eat Takeaway.com did not maintain evidence of an effective control environment to enable the identification and mitigation of risks of accounting errors, (ii) risk assessment, as Just Eat Takeaway.com did not design and implement an effective risk assessment to identify and communicate appropriate objectives and fraud, and to identify and assess changes in the business that could affect the Just Eat Takeaway.com Group’s system of internal controls, (iii) control activities, as Just Eat Takeaway.com did not design and implement effective control activities across substantially all financial statement account balances and disclosures, (iv) information and communication, as Just Eat Takeaway.com did not have sufficient documentation to evidence the processes and controls in place to ensure the adequate review over financial reporting as well as the identification and evaluation of the severity of internal control deficiencies, including material weaknesses and (v) monitoring activities, as Just Eat Takeaway.com did not have the evidence to support the effectiveness of monitoring controls to ascertain whether the components of internal control are present and functioning.

As a consequence of these material weaknesses, errors were identified in the Just Eat Takeaway.com Group’s consolidated financial statements, which have been amended as included in this proxy statement (the errors do not lead to retroactive adjustments of the Just Eat Takeaway.com Group’s previously published statutory consolidated accounts under applicable accounting standards). Although Just Eat Takeaway.com does have oversight and compliance processes in place, these processes are currently not sufficiently formalized. If Just Eat Takeaway.com is unable to remediate these material weaknesses, or if Just Eat Takeaway.com identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, Just Eat Takeaway.com may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in Just Eat Takeaway.com and, as a result, Just Eat Takeaway.com’s stock price and ability to access the capital markets in the future.

Just Eat Takeaway.com is in the process of implementing measures designed to improve its internal control over financial reporting and remediate the control deficiencies that led to these material weaknesses. In particular, Just Eat Takeaway.com has engaged an external advisor to assist with Just Eat Takeaway.com’s design and execution of its Sarbanes-Oxley compliance program, including with respect to (i) performing its risk assessment and scoping to identify relevant controls that will be designed, implemented, and tested by management with the assistance of outside advisors, (ii) establishing compliant risk and control matrices for applicable processes across the Just Eat Takeaway.com Group markets (including process flow diagrams and process narratives) and (iii) designing or reassessing existing entity-level controls and, as necessary, implementing enhancements to such controls.

Just Eat Takeaway.com cannot assure you that the measures taken to date by Just Eat Takeaway.com, and actions that Just Eat Takeaway.com may take in the future, will be sufficient to remediate the control deficiencies that led to these material weaknesses in its internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. In addition, neither the Just Eat Takeaway.com Management Board nor an independent registered public accounting firm has performed an evaluation of its internal control over financial reporting in accordance with the provisions of Sarbanes-Oxley. Had Just Eat Takeaway.com or its

A substantial portion of the Just Eat Takeaway.com Group’s assets are located outside the United States. In addition, a majority of the Just Eat Takeaway.com Managing Directors and the Just Eat Takeaway.com Supervisory Directors are not residents of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult or impossible for holders of New Just Eat Takeaway.com Shares or New Just Eat Takeaway.com ADSs to effect service of process within the United States upon Just Eat Takeaway.com, the Just Eat Takeaway.com Managing Directors or the Just Eat Takeaway.com Supervisory Directors or to enforce judgments obtained in U.S. courts against Just Eat Takeaway.com or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against Just Eat Takeaway.com or such persons in courts in jurisdictions outside the United States.

There is doubt as to whether certain non-U.S. courts (including the courts of the Netherlands) would accept jurisdiction and impose civil liability if proceedings were commenced in such non-U.S. jurisdictions (including the Netherlands) predicated solely upon U.S. securities laws. Also, there can be no assurance that civil liabilities predicated upon federal or state securities laws of the United States will be enforceable in the Netherlands or any other jurisdiction. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in the Netherlands. See “Service of Process and Enforceability of Civil Liabilities” beginning on page 318 of this proxy statement/prospectus.

Despite Just Eat Takeaway.com’s efforts, the depositary bank may not receive voting materials for the New Just Eat Takeaway.com Shares represented by New Just Eat Takeaway.com ADSs in time to ensure that holders of such New Just Eat Takeaway.com ADSs can either instruct the depositary bank to vote New Just Eat Takeaway.com Shares underlying their New Just Eat Takeaway.com ADSs or withdraw such shares to vote them in person or by proxy. In addition, the depositary bank’s liability to holders of New Just Eat Takeaway.com ADSs for failing to execute voting instructions, or for the manner in which voting instructions are executed, will be limited by the deposit agreement. As a result, holders of New Just Eat Takeaway.com ADSs may not be able to exercise their rights to give voting instructions, or to vote in person or by proxy, and may not have any recourse against the depositary bank or Just Eat Takeaway.com if New Just Eat Takeaway.com Shares underlying their New Just Eat Takeaway.com ADSs are not voted as they have requested or if New Just Eat Takeaway.com Shares underlying their New Just Eat Takeaway.com ADSs cannot be voted.

The deposit agreement expressly limits the obligations and liability of Just Eat Takeaway.com and the depositary bank. Neither Just Eat Takeaway.com nor the depositary bank will be liable to the extent that it performs its respective obligations specifically set out in the deposit agreement or the applicable New Just Eat Takeaway.com ADSs without negligence or bad faith.

In addition, the terms of the deposit agreement do not independently impose any obligation on either Just Eat Takeaway.com or the depositary bank to participate in any action, suit or other proceeding in respect of any of the New Just Eat Takeaway.com Shares or New Just Eat Takeaway.com ADSs, which in its opinion may involve it in expense or liability, unless it is indemnified to its satisfaction. Notwithstanding the foregoing, U.S. federal securities and other applicable laws may otherwise obligate Just Eat Takeaway.com or the depositary bank to participate in any such action, suit or other proceeding and no disclaimer of liability under U.S. federal

The deposit agreement provides that, subject to the depositary bank’s right to require a claim to be submitted to arbitration, as an owner of New Just Eat Takeaway.com ADSs, holders of New Just Eat Takeaway.com ADSs irrevocably agree that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall have exclusive jurisdiction to hear and determine any dispute arising from or related to the deposit agreement, including claims under the Securities Act. Any person or entity purchasing or otherwise acquiring any New Just Eat Takeaway.com ADSs, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to such provisions. While Just Eat Takeaway.com believes that this choice of forum provision is enforceable, the enforceability of similar federal court choice of forum provisions has been challenged in legal proceedings in the United States, and it is possible that a court could find the provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. If a court were to find the choice of forum provision contained in the deposit agreement to be inapplicable or unenforceable in an action, Just Eat Takeaway.com may incur additional costs associated with resolving such action in other jurisdictions. If upheld, this choice of forum provision may increase the cost to and limit the ability of holders of New Just Eat Takeaway.com ADSs to bring a claim in a judicial forum that they find favorable for disputes with Just Eat Takeaway.com, the depositary bank or their respective directors, officers or employees, which may discourage such lawsuits against Just Eat Takeaway.com, the depositary and their respective directors, officers or employees.

In addition, the depositary bank may, in its sole discretion, require that any dispute or difference arising from the relationship created by the deposit agreement, New Just Eat Takeaway.com Shares, New Just Eat Takeaway.com ADSs or the transactions contemplated thereby be referred to and finally settled by an arbitration conducted under the terms described in the deposit agreement, although the arbitration provisions of the deposit agreement do not preclude holders of New Just Eat Takeaway.com ADSs from pursuing claims under the Securities Act or the Exchange Act in federal courts.

Holders of New Just Eat Takeaway.com ADSs will not be deemed to have waived Just Eat Takeaway.com’s compliance with the federal securities laws and the regulations promulgated thereunder.

The deposit agreement governing the New Just Eat Takeaway.com ADSs representing the New Just Eat Takeaway.com Shares provides that, subject to the depositary’s right to require a claim be submitted to arbitration, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall have exclusive jurisdiction to hear and determine any dispute arising from or relating in any way to the deposit agreement and in that regard, to the fullest extent permitted by applicable law, holders of New Just Eat Takeaway.com ADSs irrevocably waive the right to a jury trial in any lawsuit or proceeding against Just Eat Takeaway.com or the depositary bank arising out of or relating to the New Just Eat Takeaway.com Shares or other deposited securities, the New Just Eat Takeaway.com ADSs or Just Eat Takeaway.com ADRs issued in connection thereto, the deposit agreement or any transaction contemplated therein, including any claim under U.S. federal securities laws. However, no condition, stipulation or provision of the deposit agreement or New Just Eat Takeaway.com ADSs shall relieve Just Eat Takeaway.com or the depositary bank from their respective obligations to comply with the Securities Act and Exchange Act.

If Just Eat Takeaway.com or the depositary bank were to oppose a demand for jury trial based on such jury trial waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances

If holders or beneficial owners of New Just Eat Takeaway.com ADSs, including purchasers of New Just Eat Takeaway.com ADSs in secondary market transactions, bring a claim against Just Eat Takeaway.com or the depositary bank in connection with matters arising under the deposit agreement or the New Just Eat Takeaway.com ADSs, including claims under federal securities laws, such holders or beneficial owners may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting or discouraging lawsuits against Just Eat Takeaway.com or the depositary bank. If a lawsuit is brought against Just Eat Takeaway.com or the depositary bank under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes compared to that of a jury trial, including results that could be less favorable to the plaintiff(s) in any such action.

As a foreign private issuer under the Exchange Act, Just Eat Takeaway.com will be exempt from certain rules under the Exchange Act, and will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers. In addition, Just Eat Takeaway.com will not be required to comply with Regulation FD, which restricts the selective disclosure of material non-public information, and will be exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the Just Eat Takeaway.com Management Board and Just Eat Takeaway.com Supervisory Board, officers and principal shareholders will also be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning Just Eat Takeaway.com than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by Just Eat Takeaway.com in accordance with Dutch law, which may differ in substance or timing from such disclosure requirements under the Exchange Act.

Further, as a foreign private issuer, under the applicable exchange rules Just Eat Takeaway.com will be subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of certain Nasdaq listing requirements, including, for example, certain internal governance controls as well as board, committee and director independence requirements. Just Eat Takeaway.com will be required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under Nasdaq listing standards in its annual report on Form 20-F filed with the SEC or on its website. As a Dutch corporation expected to be listed on Nasdaq, Just Eat Takeaway.com is expected to follow its home country practice with respect to executive sessions, quorum and the code of conduct. Unlike the requirements of Nasdaq, the corporate governance practices and requirements in the Netherlands do not require Just Eat Takeaway.com to hold regular executive sessions where only independent directors shall be present, prescribe a quorum requirement in its articles of association or adopt a code of conduct containing specific items outlined by the Nasdaq Listing Rules. Accordingly, holders of New Just Eat Takeaway.com ADSs may not have the same protections afforded to shareholders of companies that are required to comply with all of the Nasdaq corporate governance requirements. For further description of the home country practices that Just Eat Takeaway.com intends to follow in lieu of Nasdaq corporate governance requirements, see “Grubhub Proposal I: Adoption Of The Merger Agreement — Listing of New Just Eat Takeaway.com Shares, Listing of New Just Eat Takeaway.com ADSs and Delisting and Deregistration of Grubhub Shares — Nasdaq Rules” beginning on page 127 of this proxy statement/prospectus.

Prior to the Transaction, the existing unsponsored Just Eat Takeaway.com ADSs are not listed on any U.S. stock exchange. Just Eat Takeaway.com has applied to list the New Just Eat Takeaway.com ADSs on Nasdaq. The price of the New Just Eat Takeaway.com ADSs may fluctuate significantly due to general market or economic conditions. Furthermore, an active trading market for the New Just Eat Takeaway.com ADSs may never develop or, if developed, it may not be sustained. If an active public market for New Just Eat Takeaway.com ADSs does not develop, the market price and liquidity of New Just Eat Takeaway.com ADSs may be adversely affected. Grubhub Stockholders may be unable to sell their New Just Eat Takeaway.com ADSs unless a market can be established and sustained.

While Just Eat Takeaway.com Shares are included in the Financial Times Stock Exchange Group (the “FTSE”) FTSE 100 Index and the FTSE All-Share Index, there is no guarantee that FTSE will not publish new guidance in the future regarding non-UK incorporated companies. In addition, new laws and regulations, or amendments to existing laws and regulations, that could result in the removal of the Just Eat Takeaway.com Shares from the FTSE UK Index Series, may be introduced. If these or other circumstances were to arise, such that the Just Eat Takeaway.com Shares were no longer included in the FTSE 100 Index and the FTSE All-Share Index, this could have a negative impact on the market price of New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs. As announced in the Just Eat Takeaway.com press release dated 12 January 2021, following discussions with FTSE Russell, Just Eat Takeaway.com expects that its assigned nationality for the purpose of inclusion of the Just Eat Takeaway.com Shares in the FTSE UK Index Series will be reviewed in FTSE Russell’s semi-annual review to be announced in August 2021.

You should read and consider risk factors specific to the Grubhub Group’s business that will also affect the Enlarged Group following Completion. These risks are described in Part I, Item 1A of Grubhub’s Annual Report on Form 10-K for the fiscal year ended 31 December 2020, as updated from time to time in subsequent filings with the SEC, and in other documents that are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 320 of this proxy statement/prospectus for the location of information incorporated by reference in this proxy statement/prospectus.

This proxy statement/prospectus is being provided to Grubhub Stockholders in connection with the solicitation of proxies by the Grubhub Board to be voted at the Grubhub Stockholder Meeting and at any adjournments or postponements of the Grubhub Stockholder Meeting. At the Grubhub Stockholder Meeting, Grubhub will ask the Grubhub Stockholders to vote on the adoption of the Merger Agreement. Adoption of the Merger Agreement is a condition to the obligations of Just Eat Takeaway.com and Grubhub to complete the Transaction and requires the affirmative vote (in person (which in this case means via virtual attendance at the Grubhub Stockholder Meeting) or by proxy) of the holders of a majority of all of the Grubhub Shares entitled to vote thereon as of the Grubhub record date.

The Merger Agreement provides that, on the terms and subject to the conditions in the Merger Agreement, and in accordance with the DGCL, Merger Sub I will be merged with and into Grubhub (the “initial merger”), with Grubhub continuing as the surviving company in the initial merger (the “initial surviving company”). Immediately thereafter, the initial surviving company will merge with and into Merger Sub II (the “subsequent merger” and, together with the initial merger, the “mergers”), with Merger Sub II continuing as the surviving company in the subsequent merger (the “final surviving company”). A copy of the Merger Agreement is attached as Annexes A-1, A-2 and A-3 to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the legal document that governs the Transaction. For a summary of the Merger Agreement, see “The Merger Agreement” beginning on page 147 of this proxy statement/prospectus.

At the first effective time, each issued and outstanding Grubhub Share (other than any Grubhub Shares owned by Grubhub, Just Eat Takeaway.com, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned subsidiary of Just Eat Takeaway.com), will be converted into one share of common stock, par value $0.0001 per share, of the initial surviving company (the “initial surviving company stock”). Each such share of initial surviving company stock will immediately thereafter be automatically exchanged for the right to receive (1) New Just Eat Takeaway.com ADSs representing 0.6710 Just Eat Takeaway.com Shares, plus (2) cash in lieu of fractional New Just Eat Takeaway.com ADSs, plus (3) any dividends or other distributions to which such holder is entitled pursuant to the Merger Agreement, and otherwise subject to adjustments to prevent dilution in accordance with the Merger Agreement. At the second effective time, each share of initial surviving company stock issued and outstanding immediately prior to the second effective time will be cancelled and shall cease to exist and no consideration will be paid or payable in respect thereof. Each New Just Eat Takeaway.com ADS will represent one-fifth of one Just Eat Takeaway.com Share. For the avoidance of doubt, no fractional New Just Eat Takeaway.com ADSs will be issued in the Transaction, and Grubhub Stockholders will receive cash in lieu of fractional New Just Eat Takeaway.com ADSs.

Based on the closing price of a Just Eat Takeaway.com Share on Euronext Amsterdam of €98.60 and the Euro-Dollar exchange rate of 1.13585, in each case, on 9 June 2020, the last trading day of the Just Eat Takeaway.com Shares before the public announcement of the Merger Agreement, the merger consideration represented approximately $75.15 in value per Grubhub Share. Based on the closing price of a Just Eat Takeaway.com Share on Euronext Amsterdam of €92.08 and the Euro-Dollar exchange rate of 1.2036, in each case, on 20 April 2021, the most recent practicable trading day prior to the date of this proxy statement/prospectus, the merger consideration represented approximately $74.37 in value for each Grubhub Share. Because the Merger Agreement provides for a fixed number of New Just Eat Takeaway.com ADSs and New Just Eat Takeaway.com Shares underlying those New Just Eat Takeaway.com ADSs to be issued as part of the consideration payable in exchange for each Grubhub Share, the value of the merger consideration that Grubhub Stockholders will receive will depend on the market price of New Just Eat Takeaway.com Shares underlying such New Just Eat Takeaway.com ADSs and the Euro-Dollar exchange rate at the time the Transaction is completed. As a result, the value of the merger consideration that Grubhub Stockholders will receive upon Completion could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the Grubhub Stockholder Meeting.

In the ordinary course of business, and from time to time, the Grubhub Board and Grubhub management have evaluated and considered a variety of financial and strategic opportunities for Grubhub as part of their

In March 2019, at the initiative of Just Eat’s then-chief financial officer, members of Grubhub management and members of Just Eat management engaged in preliminary discussions regarding a potential strategic transaction between the two companies. In connection with these discussions, Grubhub and Just Eat entered into a mutual confidentiality agreement (which included a customary standstill provision) on 29 March 2019 to enable the sharing of limited, initial due diligence materials between the companies. However, following these exploratory conversations and before commencing more comprehensive due diligence, in May 2019 the parties mutually agreed to end the discussions. In July 2019, Takeaway.com N.V. announced a proposal to acquire Just Eat, which was ultimately completed on 31 January 2020.

In June 2019, a representative of Company A reached out to members of Grubhub management to have a preliminary conversation regarding a potential strategic transaction between the two companies. On 8 July 2019, Grubhub and Company A entered into a mutual confidentiality agreement, which contained a customary mutual standstill provision, with a customary “fall away” provision providing that a party’s standstill obligations would terminate in certain circumstances, including upon the other party entering into a binding agreement related to a change of control of such company.

Following entry into the confidentiality agreement, Grubhub management engaged in a number of discussions with Company A regarding a potential strategic transaction. These discussions continued intermittently until early November 2019 and included meetings among members of the respective management teams of Grubhub and Company A and the exchange of preliminary due diligence information necessary to analyze both a potential strategic transaction and the likelihood of securing regulatory approvals required for a transaction between Grubhub and Company A. Discussions between representatives of Grubhub and Company A were on hold between November 2019 and February 2020, at which time discussions started again as described below.

In November 2019, Grubhub engaged Evercore to act as financial advisor to Grubhub and the Grubhub Board in connection with Grubhub assessing and preparing for potential shareholder activism and, if relevant, a potential strategic transaction. An engagement letter between Grubhub and Evercore was subsequently signed on 11 February 2020. The Grubhub Board selected Evercore based on its understanding of Grubhub’s business, industry knowledge and relevant experience.

On 8 January 2020, a Wall Street Journal article reported that Grubhub was considering strategic alternatives, including engaging in a process to sell the company. The following day, Grubhub responded to the report by issuing a public statement denying that it was engaged in a process to sell the company.

On 7 February 2020, the chief executive officer of Company A met, at his request, with Mr. Maloney and orally conveyed Company A’s nonbinding proposal to acquire Grubhub in an all-stock transaction with an implied value of $60 per Grubhub Share based on Company A’s then-current trading price per share (“Company A’s 7 February proposal”). The closing price per Grubhub Share on the NYSE on 6 February 2020, the last full trading day prior to Company A’s 7 February proposal, was $54.62. Mr. Maloney informed the chief executive officer of Company A that he would discuss Company A’s 7 February proposal with the Grubhub Board.

On 13 February 2020, the Grubhub Board met, together with Grubhub management and representatives from Evercore and Kirkland & Ellis LLP (“K&E”), outside legal counsel to Grubhub, to discuss Company A’s 7 February proposal. One Grubhub director, Mr. Arthur Francis Starrs III, recused himself from all discussions and decisions of the Grubhub Board regarding potential strategic alternatives involving Grubhub at the 13 February meeting and for all subsequent meetings of the Grubhub Board on this topic due to potential confidential information sharing considerations in light of his role as chief executive officer of Pizza Hut, a division of Yum! Brands. At the meeting, the Grubhub Board decided to form an ad hoc advisory committee (the “M&A Committee”) consisting of Messrs. David Fisher, Lloyd Frink and Brian McAndrews, to assist the Grubhub Board in its evaluation of a potential strategic transaction. Representatives of K&E reviewed with the

Later on 13 February 2020, Mr. Maloney conveyed to Company A’s chief executive officer the Grubhub Board’s determination that Company A’s 7 February proposal was insufficient to form a basis for further discussion with Company A at that time.

On 15 February 2020, Company A’s chief executive officer delivered to Mr. Maloney a letter restating Company A’s 7 February proposal to acquire Grubhub in an all-stock, fixed-exchange ratio transaction having an implied value of $60 per Grubhub Share based on Company A’s then-current trading price per share. There were no substantive differences between Company A’s 7 February proposal and the offer contained in the 15 February letter.

On 19 February 2020, Mr. Maloney delivered to Company A’s chief executive officer a letter reviewed by the Chairman of the Grubhub Board reiterating the Grubhub Board’s determination that Company A’s 7 February proposal was insufficient.

On 25 February 2020, Company A’s chief executive officer discussed Grubhub’s rejection of Company A’s 7 February proposal with Mr. Maloney and conveyed that Company A would submit a proposal with a revised range.

On 28 February 2020, in the ordinary course of reviewing strategic opportunities unrelated to the discussions with Company A, members of Grubhub management met with members of Just Eat Takeaway.com management to discuss the possibility of a strategic transaction between the parties. On 1 March 2020, Grubhub sent a draft confidentiality agreement (which included a customary standstill provision) to Just Eat Takeaway.com.

On 6 March 2020, Company A’s chief executive officer told Mr. Maloney that, due to COVID-19 and market dynamics, Company A was pausing discussions with Grubhub regarding a potential strategic transaction.

On 3 April 2020, Company A’s chief executive officer contacted Mr. Maloney to discuss the impact of COVID-19 on their respective businesses and inform him that Company A was interested in restarting discussions regarding a potential strategic transaction between Company A and Grubhub.

On 5 April 2020, Grubhub and Company A extended the term of their mutual confidentiality agreement, including the mutual standstill provision, in order to continue discussions regarding a potential strategic transaction. Following the execution of the extension to the mutual confidentiality agreement, members of management of Company A and Grubhub discussed updates to their respective businesses following the impact of COVID-19, and Company A resumed its preliminary due diligence of Grubhub.

On 15 April 2020, management of Company A delivered to management of Grubhub a verbal offer (“Company A’s 15 April proposal”), to acquire Grubhub in an all-stock transaction at a fixed exchange ratio that implied a value of $46.60 per Grubhub Share based on Company A’s then-current trading price per share, but reflected an increase to the implied exchange ratio, which would result in an improved pro forma fully-diluted ownership of Company A for Grubhub Stockholders as compared to Company A’s 7 February proposal. The closing price per Grubhub Share on the NYSE on 14 April 2020, the last full trading day prior to Company A’s 15 April proposal, was $41.80. A formal written offer letter reiterating Company A’s 15 April proposal was delivered to Grubhub by Company A on 16 April 2020.

On 21 April 2020, the M&A Committee met, together with representatives of Grubhub management, K&E and Evercore, to discuss Company A’s 15 April proposal. Representatives of Evercore reviewed with the M&A Committee certain preliminary financial analyses with respect to the terms of Company A’s 15 April proposal. Representatives of K&E also provided an overview of regulatory considerations associated with a potential combination with Company A. Following discussion, including regarding the implied values of Company A’s

On 22 April 2020, the Grubhub Board met, together with representatives of Grubhub management, to, among other things, discuss Company A’s 15 April proposal. At this meeting, members of Grubhub management reviewed with the Grubhub Board the non-public, internal financial projections regarding Grubhub’s potential future performance prepared by Grubhub management in connection with the Transaction (the “Grubhub financial projections”) (see the section entitled “—Certain Unaudited Prospective Financial Information Prepared by Grubhub” beginning on page 101 of this proxy statement/prospectus). Following the M&A Committee’s recommendation, the Grubhub Board instructed Grubhub management to conduct due diligence on Company A’s business while negotiating for additional value and closing certainty relating to regulatory considerations. The Grubhub Board also discussed at this meeting other potential strategic transactions, including a potential transaction with Just Eat Takeaway.com, which, at that time, had not entered into a confidentiality agreement with Grubhub. The Grubhub Board directed management to progress the confidentiality agreement with Just Eat Takeaway.com and, once executed, engage in preliminary discussions regarding a potential transaction.

Following the 22 April 2020 Grubhub Board meeting, members of Grubhub and Company A management, together with representatives of K&E and Company A’s legal counsel, conducted several due diligence calls focusing on regulatory review of a potential strategic transaction between the two parties. The parties also discussed Company A’s liquidity and business in the context of COVID-19, as well as potential synergies in a transaction between Grubhub and Company A.

On 29 April 2020, the M&A Committee met, together with Grubhub management and representatives from K&E and Evercore. At the meeting, members of management provided an update on the status of due diligence into Company A’s liquidity and business in the context of COVID-19. Representatives of Evercore provided an update on the status of discussions with Company A as well as interactions with Just Eat Takeaway.com and reviewed with the Grubhub Board certain preliminary financial analyses with respect to Company A. Following discussions regarding the potential merits and downsides of a transaction, the M&A Committee determined that, in order for the proposed transaction with Company A to be more attractive than Grubhub executing on its standalone plan, the offer would need to deliver increased value to Grubhub Stockholders and obtain for Grubhub Stockholders a greater share of the synergies that would be generated by a combined company. The M&A Committee directed Grubhub management to make a counterproposal to Company A for an all-stock transaction at a fixed exchange ratio that implied a price per Grubhub Share of $64.76, based on Company A’s then-current trading price per share. The closing price per Grubhub Share on the NYSE on 28 April 2020, the last full trading day prior to this M&A Committee meeting, was $46.33.

Also on 29 April 2020, Grubhub and Just Eat Takeaway.com entered into a mutual confidentiality agreement, which contained a customary standstill provision and a related “fall away” provision providing that the standstill obligations would terminate in certain circumstances, including Grubhub entering into a binding agreement related to a change of control of Grubhub.

On 30 April 2020, a representative of Grubhub management conveyed to a representative of Company A’s management the terms of Grubhub’s counterproposal reflecting a higher exchange ratio, consistent with the M&A Committee’s recommendation.

On 4 May 2020, Mr. Maloney spoke with Mr. Groen regarding a potential strategic transaction involving Grubhub and Just Eat Takeaway.com. Mr. Maloney indicated to Mr. Groen that Grubhub had received interest regarding a potential strategic transaction involving Grubhub and, given similarities between the Grubhub and Just Eat Takeaway.com business models and potential strong strategic fit, encouraged Just Eat Takeaway.com to submit an initial indication of interest.

On 6 May 2020, at Grubhub’s direction, representatives of Evercore provided to Company A’s financial advisor certain financial information regarding Grubhub, including the Grubhub financial projections, which had been reviewed by the Grubhub Board at the 22 April meeting.

On 12 May 2020, financial media reported that Grubhub had received a takeover proposal from a publicly traded competitor in the online food delivery industry. Throughout the course of the subsequent negotiations described below, there were various media reports regarding potential transactions involving Grubhub and a number of third parties. Grubhub did not comment on any of these reports.

On the same day, the Grubhub Board met, together with representatives of Grubhub management, K&E and Evercore, to discuss Company A’s 9 May proposal and the status of discussions with Just Eat Takeaway.com. Representatives of Evercore reviewed with the Grubhub Board certain preliminary financial analyses with respect to Company A and Company A’s 9 May proposal, and representatives of K&E provided an overview of regulatory considerations associated with a potential combination with Company A. Following discussions regarding the potential growth of Company A and sharing of synergies, the Grubhub Board directed Grubhub management to make a counterproposal (“Grubhub’s 12 May counterproposal”) at a fixed exchange ratio that implied a value of $65.58 per Grubhub Share (compared to the closing price per Grubhub Share on the NYSE on 11 May 2020 of $46.79) based on Company A’s then-current stock price. As part of Grubhub’s 12 May counterproposal, the Grubhub Board instructed Grubhub management to negotiate for better value than presented by Company A’s 9 May proposal and to request contract terms with respect to Company A’s commitments to obtain regulatory approvals that would give Grubhub certainty with respect to Company A’s obligation to close a transaction and would also provide appropriate remedies for Grubhub in the event a transaction was not consummated.

On the same day, members of Grubhub management discussed Grubhub’s 12 May counterproposal with members of Company A’s management. Following these discussions, representatives of each of Grubhub and Company A conducted further due diligence and engaged in several discussions regarding regulatory matters.

On 13 May 2020, representatives of Grubhub and Just Eat Takeaway.com, as well as BofA Securities, financial advisor to Just Eat Takeaway.com, held a due diligence call regarding Grubhub’s financial and operational metrics, including the impact of COVID-19 on Grubhub’s business.

On 15 May 2020, representatives of Company B, a party with a large online food delivery business, contacted Evercore to express an interest in a potential transaction with Grubhub.

Also on 15 May 2020, a representative of Company A’s management spoke to a representative of Grubhub’s management to convey Company A’s revised proposal (“Company A’s 15 May proposal”). Company A’s 15 May proposal reflected a fixed exchange ratio that implied a value of $61.69 per Grubhub Share (compared to the closing price per Grubhub Share on the NYSE on 14 May 2020 of $54.72) based on Company A’s then-current stock price, as well as a high-level outline of regulatory covenants, including an obligation for Company A to use its “best efforts” to obtain regulatory approvals, subject to to-be-defined caps on certain divestiture and other remedies that Company A would be required to accept in order to obtain regulatory approvals, and a reverse termination fee in the event the transaction did not close because of a failure to obtain regulatory approvals.

On 17 May 2020, Mr. Maloney conveyed to Company A’s chief executive officer that, based on the Grubhub Board’s prior discussions of Company A’s 9 May proposal, Company A’s 15 May proposal did not deliver sufficient value or certainty to Grubhub Stockholders. During this discussion, Company A’s chief executive officer verbally communicated an improved indication of interest (“Company A’s 17 May proposal”) for an all-stock transaction at a fixed exchange ratio that implied a value of $62.50 per Grubhub Share (compared to the closing price per Grubhub Share on the NYSE on 15 May 2020 of $54.97) based on Company A’s then-current trading price per share as of 15 May 2020. However, the remainder of Company A’s 17 May proposal (including, notably, terms relating to regulatory certainty) was unchanged from Company A’s 15 May proposal. Company A’s chief executive officer presented Company A’s 17 May proposal as Company A’s “best and final” proposal.

On 18 May 2020, Mr. Groen delivered to Mr. Maloney a letter containing Just Eat Takeaway.com’s nonbinding proposal (“Just Eat Takeaway.com’s 18 May proposal”) to acquire Grubhub in an all-stock

On 19 May 2020, at a regularly scheduled meeting, the Grubhub Board received an update from representatives of Grubhub management, K&E and Evercore regarding the indications of interests received from Just Eat Takeaway.com and Company A, as well as Company B’s potential interest in a strategic transaction with Grubhub. Representatives of Evercore reviewed with the Grubhub Board certain preliminary financial analyses with respect to Just Eat Takeaway.com and Company A. Following discussion regarding the intrinsic value of the respective parties’ stock and conditionality involved in a transaction with either party, the Grubhub Board directed Grubhub management and representatives of Evercore to seek an indication of interest from Company B and to improve and clarify the terms of Just Eat Takeaway.com’s 18 May proposal, in particular with respect to the governance of a combined company and listing of the stock to be issued as merger consideration. In addition, the Grubhub Board directed Grubhub management to continue negotiations with Company A regarding the potential regulatory framework of a transaction.

On the same day, a member of Company A’s management conveyed to Grubhub management that Company A’s 17 May proposal continued to be Company A’s “best and final” proposal with respect to the implied value per Grubhub Share. In the following days, representatives of Grubhub and Company A engaged in discussions regarding the potential regulatory framework of a transaction between Grubhub and Company A.

On 20 May 2020, representatives of Grubhub and Just Eat Takeaway.com, as well as Evercore, financial advisor to Grubhub, and BofA Securities and Goldman Sachs, financial advisors to Just Eat Takeaway.com, held a due diligence call regarding Grubhub’s financial and operational metrics.

On the same day, Grubhub and Company B entered into a mutual confidentiality agreement, which contained a customary standstill provision and a related “fall away” provision providing that the standstill obligations would terminate in certain circumstances, including upon Grubhub entering into a binding agreement related to a change of control. On the following day, Grubhub provided Company B initial preliminary due diligence materials.

On 21 May 2020, consistent with the direction provided by the Grubhub Board on 19 May 2020 and at the direction of Grubhub management, representatives of Evercore conveyed Grubhub’s counterproposal (“Grubhub’s 21 May counterproposal”) on value to representatives of BofA Securities and Goldman Sachs, Just Eat Takeaway.com’s financial advisors, reflecting an all-stock transaction at a fixed exchange ratio having an implied value of $77.50 per Grubhub Share (compared to the closing price per Grubhub Share on the NYSE on 20 May 2020 of $57.52). Representatives of Evercore also conveyed Grubhub’s requests for (i) appropriate representation on the Just Eat Takeaway.com Supervisory Board and the Just Eat Takeaway.com Management Board following a potential transaction; (ii) stock consideration in the form of American depositary shares (“ADSs”) listed in the United States; (iii) closing certainty related to the vote of the Just Eat Takeaway.com Shareholders on a potential transaction, including a reverse termination fee payable by Just Eat Takeaway.com in the event of a failure to obtain shareholder approval and a voting and support agreement to be entered into by Mr. Groen’s affiliates; and (iv) an obligation to use “best efforts” to obtain regulatory approvals, coupled with a reverse termination fee payable by Just Eat Takeaway.com in the event of a failure to obtain necessary regulatory approvals.

On 22 May 2020, Mr. Maloney had a conversation with Mr. Groen to further discuss Grubhub’s 21 May counterproposal, with Mr. Maloney reiterating the competitive nature of the transaction process. Later that day, Mr. Groen verbally communicated to Mr. Maloney an improved offer for an all-stock transaction at a fixed exchange ratio with an implied value of $70 per Grubhub Share (compared to the closing price per Grubhub Share on the NYSE of 22 May 2020 of $57.35).

On 24 May 2020, Mr. Groen reaffirmed via email to Mr. Maloney the terms verbally communicated on 22 May 2020. In his email (“Just Eat Takeaway.com’s 24 May proposal”), Mr. Groen also responded to the other elements of Grubhub’s 21 May counterproposal, offered to add two Grubhub representatives to the Just Eat

On the same day, at the direction of the Grubhub Board, representatives of Evercore contacted Company B’s financial advisor to discuss Company B’s due diligence of Grubhub and request an initial indication of value as a precursor to engaging in more detailed discussions.

On 25 May 2020, the M&A Committee met, together with representatives of Grubhub management, K&E and Evercore, to discuss the status of the ongoing discussions with Just Eat Takeaway.com, Company A and Company B. Representatives of Evercore reviewed with the M&A Committee certain preliminary financial analyses with respect to Company A’s 17 May proposal and Just Eat Takeaway.com’s 24 May proposal. Members of the M&A Committee discussed the relative certainty of transactions between Grubhub and each of Company A and Just Eat Takeaway.com, as well as the relative strategic values of the two potential transactions (including the relative synergies implied by each proposal). Among other things, the M&A Committee noted the benefits of a potential combination with Just Eat Takeaway.com due to its having a similar operating strategy to Grubhub, including focusing on long-term profitable growth and connecting restaurants and diners through their respective online marketplaces. The M&A Committee supported continued engagement by Grubhub management and Evercore with each of Company A and Just Eat Takeaway.com.

On the same day, at the direction of the M&A Committee, representatives of Evercore conveyed to BofA Securities and Goldman Sachs, Just Eat Takeaway.com’s financial advisors, Grubhub’s willingness to engage in further discussions based on the terms of Just Eat Takeaway.com’s 24 May proposal.

On 26 May 2020, at the direction of the M&A Committee, representatives of Evercore conveyed to Company A’s financial advisor Grubhub’s willingness to engage in further discussions based on Company A’s 17 May proposal, subject to the parties reaching agreement on an appropriate contractual framework to address the regulatory considerations. Company A indicated its readiness to engage in due diligence and further discussions regarding the appropriate regulatory framework.

On the same day, at the direction of the M&A Committee, Evercore delivered a draft Merger Agreement prepared by K&E to BofA Securities and Goldman Sachs, Just Eat Takeaway.com’s financial advisors. K&E’s initial draft of the Merger Agreement contemplated terms consistent with Just Eat Takeaway.com’s 24 May proposal, including a voting and support agreement to be entered into by affiliates of Mr. Groen in support of the proposed transaction.

On 27 May 2020, representatives of Grubhub and Just Eat Takeaway.com held a due diligence call to review Just Eat Takeaway.com’s business, strategy, market positioning and financial outlook.

On 28 May 2020, the Grubhub Board met, together with representatives of Grubhub management, K&E and Evercore, to discuss the status of the ongoing negotiations with Just Eat Takeaway.com, Company A and Company B. Representatives of Evercore reviewed with the Grubhub Board certain preliminary financial analyses with respect to Company A’s 17 May proposal and Just Eat Takeaway.com’s 24 May proposal. Representatives of K&E also provided an overview of regulatory and other considerations regarding closing certainty (including the need for Just Eat Takeaway.com shareholder approval of the transaction) associated with a potential combination with each of Just Eat Takeaway.com and Company A. Following discussion, including regarding the financial terms of each proposal relative to Grubhub’s standalone plan as reflected in the Grubhub financial projections, the Grubhub Board directed Grubhub management to continue the ongoing discussions with both Just Eat Takeaway.com and Company A, while continuing to encourage Company B to submit an indication of interest.

On 28 May and 29 May, respectively, at the direction of Grubhub management, representatives of Evercore granted Company A and Just Eat Takeaway.com access to an electronic data room maintained by Grubhub containing financial and business information to facilitate each party’s due diligence review of Grubhub. Included in the electronic data room were the Grubhub financial projections (which had previously been provided to Company A).

Over the course of the following days, representatives of Grubhub, K&E, Wilson Sonsini Goodrich & Rosati (“WSGR”), outside legal counsel to Grubhub, and Grubhub’s economic advisors continued to engage with representatives of Company A and its legal and economic advisors regarding a framework to address regulatory considerations.

On 1 June 2020, representatives of Grubhub and Company A held a due diligence call regarding tax and accounting matters. On the same day, Just Eat Takeaway.com granted Grubhub access to an electronic data room maintained by Just Eat Takeaway.com containing financial and business information to facilitate Grubhub’s due diligence review of Just Eat Takeaway.com.

Also on 1 June 2020, the chief executive officer of Company B reached out to Mr. Maloney to request additional highly sensitive due diligence materials, which Grubhub determined not to provide both because Company B had not provided an indication of value despite repeated requests to do so and because those additional materials had not been provided to Company A or Just Eat Takeaway.com.

On 3 June 2020, Grubhub management delivered to a representative of Company A a draft contractual regulatory covenant that outlined the efforts it expected Company A to undertake to obtain regulatory approvals as well as an increased reverse termination fee that would be payable to Grubhub in the event approvals were not obtained.

Also on 3 June 2020, the M&A Committee met, together with representatives of Grubhub management, K&E, WSGR and Evercore, to discuss the status of discussions with Just Eat Takeaway.com, Company A and Company B. Representatives of Evercore reviewed with the M&A Committee certain preliminary financial analyses with respect to Company A’s 17 May proposal and Just Eat Takeaway.com’s 24 May proposal. A representative of WSGR provided an update to the M&A Committee on negotiations over a potential regulatory framework with Company A. Following discussion, including regarding the financial terms of each proposal relative to Grubhub’s standalone plan as reflected in the Grubhub financial projections, and the need to risk-adjust the implied value of Company A’s 17 May proposal to account for the heightened regulatory risk and future business prospects associated with a transaction involving Company A, the M&A Committee directed Grubhub management to work towards a transaction with Just Eat Takeaway.com on improved financial terms, while continuing discussions with Company A to see if an acceptable regulatory contractual framework could be agreed.

On the same day, Mr. Maloney spoke with Mr. Groen to inform him that the Grubhub Board was interested in the strategic opportunity presented by a combination with Just Eat Takeaway.com, but urged him to improve the financial terms of Just Eat Takeaway.com’s 24 May proposal. During this discussion, Mr. Groen informed Mr. Maloney that, given Mr. Maloney’s familiarity with Grubhub’s business and the food delivery market in the United States generally, Mr. Maloney would be well suited to join the Just Eat Takeaway.com Management Board and to run the combined company’s operations in North America, including the United States and Canada.

On 4 June 2020, Company A’s legal advisors delivered to K&E a draft merger agreement, which, among other things, provided for an alternative regulatory framework that differed substantially from the draft Grubhub management provided to Company A on 3 June and that in Grubhub’s view, did not sufficiently protect Grubhub against regulatory risk. The proposal also included, among other things, limitations on Company A’s obligations to obtain regulatory approvals that were unacceptable to Grubhub.

Also on 4 June 2020, representatives of BofA Securities and Goldman Sachs, financial advisors to Just Eat Takeaway.com, communicated to representatives of Evercore, financial advisor to Grubhub, Just Eat Takeaway.com’s revised proposal (“Just Eat Takeaway.com’s 4 June proposal”) which implied that Grubhub Stockholders would own approximately 29.6% of the pro forma fully-diluted equity of a combined company.

Later that day, Just Eat Takeaway.com’s legal counsel, Cravath, Swaine & Moore LLP (“Cravath”), delivered a markup of the draft Merger Agreement to K&E. Cravath’s markup of the draft Merger Agreement contemplated, among other things, a mutual “force the vote” provision whereby neither Grubhub nor Just Eat

On 5 June 2020, representatives of Grubhub management met with the Just Eat Takeaway.com Supervisory Board to conduct additional due diligence.

Later that same day, the Grubhub Board met, together with representatives of Grubhub management, K&E and Evercore, to discuss the status of negotiations with Just Eat Takeaway.com, Company A and Company B. Representatives of Evercore reviewed with the Grubhub Board certain preliminary financial analyses with respect to Company A’s 17 May proposal and Just Eat Takeaway.com’s 4 June proposal. Representatives of Evercore reported that Company B had not yet provided an initial indication of value and continued to insist upon reviewing highly sensitive diligence materials that had not been shared with Just Eat Takeaway.com or Company A before providing any indication on value. The Grubhub Board also reviewed and discussed Grubhub’s standalone plan and reaffirmed that the Grubhub financial projections continued to represent their best estimates of Grubhub’s likely performance on a standalone basis. The Grubhub Board discussed the implied value of the proposals from each of Company A and Just Eat Takeaway.com as well as the implied values of each transaction based on the synergy estimates and discounted cash flow analysis on a risk-adjusted basis to account for the heightened regulatory risk associated with a transaction involving Company A. Representatives of Evercore and Grubhub management also discussed with the Grubhub Board that negotiations of definitive agreements with Just Eat Takeaway.com were progressing more quickly than those with Company A and that a signed agreement could be reached in the coming days, thereby minimizing the likelihood of further leaks and the negative impact of any such leaks on a potential transaction with either counterparty. Members of the Grubhub Board noted the higher implied value, the more favorable regulatory profile, overall greater deal certainty and the fact that a combination with Just Eat Takeaway.com would be a compelling strategy for global success as among the reasons that a transaction with Just Eat Takeaway.com was a preferable transaction. As part of its consideration of the proposals, the Grubhub Board discussed whether they could respond to an unsolicited transaction proposal received after announcing a transaction with Just Eat Takeaway.com as well as certain governance terms of Just Eat Takeaway.com’s 4 June proposal, including representation on the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board. Following consideration of the terms of each proposal and likely timing for entering into a definitive agreement for each transaction, the Grubhub Board expressed support for pursuing a transaction with Just Eat Takeaway.com. After the discussion, the Grubhub Board directed Grubhub management to continue to work toward signing a definitive agreement with Just Eat Takeaway.com while continuing to engage in discussions with Company A in an effort to obtain the best possible terms from each counterparty and to maintain competitive tensions.

On the same day, K&E delivered to Cravath a markup of the draft Merger Agreement and a voting and support agreement to be entered into by affiliates of Mr. Groen in support of the proposed transaction. K&E’s markup of the draft Merger Agreement contemplated a unilateral “force the vote” provision whereby Just Eat Takeaway.com could not terminate the Merger Agreement in the event of an alternative superior proposal and a “reverse” termination fee equal to 1% of Just Eat Takeaway.com’s market capitalization payable by Just Eat Takeaway.com in the event the Just Eat Takeaway.com Shareholders voted against the transaction.

On the same day, K&E delivered to Company A’s legal advisors an issues list laying out the key differences between the regulatory framework proposed by Grubhub in its draft regulatory contractual covenant delivered to Company A on 3 June 2020 and the regulatory framework proposed by Company A in its draft merger agreement dated 4 June 2020.

On 6 June 2020, K&E delivered to Company A’s legal advisors an issues list regarding the draft merger agreement (other than the regulatory framework) that Company A delivered on 4 June.

On 7 June 2020, the Grubhub Board met, together with representatives of Grubhub management, K&E and Evercore, to discuss the status of negotiations with Just Eat Takeaway.com and Company A. Representatives of Evercore updated the Grubhub Board that Grubhub management was continuing to engage with Company A on a proposed transaction to obtain the best possible terms from each counterparty and to maintain competitive tensions while expeditiously progressing discussions with Just Eat Takeaway.com as discussed at the 5 June

Later that day, Cravath delivered a markup of the draft Merger Agreement to K&E. Cravath’s markup of the draft Merger Agreement contemplated, among other things, the removal of the unilateral “force the vote” provision applicable to Just Eat Takeaway.com and the removal of the “reverse” termination fee payable by Just Eat Takeaway.com in the event the Just Eat Takeaway.com Shareholders voted against the transaction.

On 8 June 2020, K&E delivered a markup of the draft Merger Agreement to Cravath, which reinserted a 1% fee payable by Just Eat Takeaway.com in the event Just Eat Takeaway.com Shareholders failed to approve the transaction in the absence of an alternative proposal or a change in the Just Eat Takeaway.com Boards’ recommendation, among other fee triggers, but accepted that each of Grubhub and Just Eat Takeaway.com would be permitted to terminate the Merger Agreement to enter into an alternative superior proposal, subject to payment of the termination fee.

On 8 June 2020, K&E discussed Company A’s draft merger agreement with Company A’s legal counsel. Later that day, Company A’s legal counsel provided a revised proposal in response to Grubhub’s issues list dated 3 June regarding the regulatory framework for a transaction with Company A. The following day, K&E delivered a markup of the draft merger agreement to Company A.

On 9 June 2020, members of management of each of Grubhub and Just Eat Takeaway.com discussed the unresolved issues with respect to a transaction, including with respect to the exchange ratio and closing conditions relating to regulatory approvals and circumstances under which a termination fee would be payable by Just Eat Takeaway.com. On the same day, Just Eat Takeaway.com proposed an exchange ratio of ADSs representing 0.6710 Just Eat Takeaway.com Shares for each Grubhub Share, which would result in Grubhub Stockholders owning approximately 30.0% of the pro forma fully-diluted equity of the combined company and an implied value of $75.15 per Grubhub Share based on Just Eat Takeaway.com’s then-current trading price per share (compared to the closing price per Grubhub Share on the NYSE on 9 May 2020 of $57.92). Over the remainder of 9 June and 10 June 2020, Grubhub management, Just Eat Takeaway.com management, K&E and Cravath negotiated the final terms of the Merger Agreement, the Voting and Support Agreement and other ancillary documents.

On 10 June 2020, the Grubhub Board met, together with representatives of Grubhub management, K&E and Evercore, to consider the approval of a potential transaction with Just Eat Takeaway.com pursuant to which Just Eat Takeaway.com would acquire Grubhub in an all-stock transaction with a fixed exchange ratio of 0.6710 New Just Eat Takeaway.com ADSs for each Grubhub Share that would result in Grubhub Stockholders owning approximately 30.0% of the pro forma fully-diluted equity of the combined company. Representatives of K&E also reviewed with the Grubhub Board the letter that had been provided by representatives of Evercore that both disclosed certain relationships between Evercore and Grubhub and between Evercore and Just Eat Takeaway.com

On the same day, the Wall Street Journal reported that Just Eat Takeaway.com was nearing an agreement to acquire Grubhub and Just Eat Takeaway.com confirmed that it was in advanced discussions regarding a transaction.

Later in the day, the parties exchanged executed copies of the Merger Agreement and the Voting and Support Agreement, and the parties announced the Transaction.

On 2 July 2020, the CMA indicated in a response to a briefing paper submitted by Just Eat Takeaway.com in relation to the Transaction that it had no further questions.

On 7 July 2020, the FTC granted early termination of the waiting period under the HSR Act with respect to the Transaction.

On 25 August 2020, Just Eat Takeaway.com made available to Just Eat Takeaway.com Shareholders the Circular relating to the Transaction and convocation of an Extraordinary General Meeting to be held on 7 October 2020.

Over the course of July and August 2020, Grubhub and Just Eat Takeaway.com discussed the anticipated timing of the filing of the draft registration statement on Form F-4 to register the New Just Eat Takeaway.com Shares to be issued as the merger consideration under the Securities Act, as well as the anticipated timing of Completion. On 2 September 2020, the parties agreed to amend the Merger Agreement to extend the End Date (as defined in the Merger Agreement) from 10 June 2021 to 31 December 2021 to provide additional certainty for the parties regarding the timing of the necessary steps to Completion, including the registration of the New Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs under the Securities Act. In approving this amendment, the Grubhub Board further determined that this first amendment to the Merger Agreement (the “first Merger Agreement amendment”) was fair to, advisable and in the best interest of Grubhub and its stockholders; resolved to recommend that the Grubhub Stockholders adopt the Merger Agreement (as amended by the first Merger Agreement amendment); and directed that the Merger Agreement (as amended by the first Merger Agreement amendment) be submitted to the Grubhub Stockholders for adoption.

On 3 September 2020, CFIUS informed Grubhub and Just Eat Takeaway.com that it had concluded its review of the Transaction and had determined that there were no unresolved national security concerns with respect to the Transaction.

On 4 September 2020, Grubhub, Just Eat Takeaway.com and the Merger Subs executed and delivered the first Merger Agreement amendment, a copy of which is attached as Annex A-2 to this proxy statement/prospectus.

On 7 October 2020, Just Eat Takeaway.com held the Extraordinary General Meeting and obtained the Just Eat Takeaway.com Shareholder Approval.

On 12 March 2021, Grubhub, Just Eat Takeaway.com and the Merger Subs executed and delivered the second Merger Agreement amendment, a copy of which is attached as Annex A-3 to this proxy statement/prospectus.

The Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board carefully evaluated the Merger Agreement and the transactions contemplated thereby. On 10 June 2020, the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board each adopted resolutions approving the terms of, and the transactions contemplated by, the Merger Agreement and resolved to unanimously recommend the Transaction for approval by the Just Eat Takeaway.com Shareholders.

In the course of reaching their respective decisions on 10 June 2020, the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board consulted with Just Eat Takeaway.com’s management and its financial and legal advisors and considered a variety of substantive factors, both positive and negative, and the potential benefits and detriments of the Transaction to Just Eat Takeaway.com, Just Eat Takeaway.com’s stakeholders and the Just Eat Takeaway.com Shareholders. The Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board believed that, taken as a whole, the following factors supported their respective decisions to approve the Merger Agreement (not necessarily in order of relative importance):

The foregoing discussion of information and factors considered by the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board is not exhaustive, but the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board believe it includes the material factors considered by the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board. In view of the wide variety of factors considered in connection with their evaluation of the Transaction and the complexity of these matters, the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Just Eat Takeaway.com Management Board and the Just Eat Takeaway.com Supervisory Board viewed their position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by them. In addition, in considering the factors described above, individual directors may have given different weights to different factors.

The factors contained in this explanation of Just Eat Takeaway.com’s reasons for the Transaction and other information presented in this section of the proxy statement/prospectus contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Cautionary Information Regarding Forward-Looking Statements and Risk Factor Summary” beginning on page xiv of this proxy statement/prospectus.

At a meeting on 10 June 2020, with the assistance of its legal and financial advisors, the Grubhub Board evaluated the Merger Agreement and the transactions contemplated thereby, including the Transaction, and

Throughout the process of considering the Transaction, in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Transaction, and in forming its recommendation to Grubhub Stockholders that Grubhub Stockholders vote “FOR” the Merger Agreement proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal, the Grubhub Board consulted with Grubhub’s senior management and legal and financial advisors and considered a number of factors, including, but not limited to the strategic and other factors outlined below.

In the judgment of the Grubhub Board, however, these potential risks were significantly offset by the potential benefits of the Transaction discussed above. Accordingly, the Grubhub Board (i) determined that the Merger Agreement and the transactions contemplated therein are fair to and in the best interest of Grubhub and the Grubhub Stockholders, (ii)  declared it advisable, that Grubhub enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Transaction, (iii) adopted the Merger Agreement and approved the execution, delivery and performance by Grubhub of the Merger Agreement and the transactions contemplated thereby, including the Transaction, (iv) resolved to recommend that the Grubhub Stockholders vote “FOR” the Merger Agreement proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal, and (v) directed that the Merger Agreement be submitted to the Grubhub Stockholders for adoption.

The explanation of the reasoning of the Grubhub Board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement/prospectus entitled “Cautionary Information Regarding Forward-Looking Statements and Risk Factor Summary” beginning on page xiv of this proxy statement/prospectus.

In February 2020, Grubhub retained Evercore to act as financial advisor to Grubhub and the Grubhub Board in connection with Grubhub’s preparation for potential shareholder activism and to provide strategic and financial advice and assistance in connection with a potential merger or sale of all or a majority of the equity, business or assets of Grubhub. As part of this engagement, Grubhub requested that Evercore evaluate the fairness, from a financial point of view, of the exchange ratio pursuant to the Merger Agreement to the holders of Grubhub Shares, other than excluded shares.

At a meeting of the Grubhub Board held on 10 June 2020, Evercore rendered to the Grubhub Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the exchange ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of Grubhub Shares, other than excluded shares.

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the managements of each of Grubhub and Just Eat Takeaway.com that they were not aware of any facts or circumstances that would make such information provided by such management inaccurate or misleading. With respect to the Grubhub financial projections, the counterparty financial projections, and the estimated cost synergies, Evercore assumed with Grubhub’s consent that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Grubhub as to the future financial performance of Grubhub and Just Eat Takeaway.com and the other matters covered thereby. Evercore relied, at the direction of Grubhub, on the assessments of the management of Grubhub as to Just Eat Takeaway.com’s ability to achieve the estimated cost synergies and assumed with Evercore’s consent, that the estimated cost synergies would be realized in the amounts and at the times estimated. Evercore expressed no view as to the Grubhub financial projections, the counterparty financial projections and the estimated cost synergies, or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Transaction would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to Evercore’s analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Transaction would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Grubhub, Just Eat Takeaway.com or the consummation of the Transaction or reduce the contemplated benefits to the holders of Grubhub Shares of the Transaction.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Grubhub Shares, other than excluded shares, from a financial point of view, of the exchange ratio pursuant to the Merger Agreement. Evercore did not express any view on, and Evercore’s opinion does not address, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Grubhub, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Grubhub or Just Eat Takeaway.com, or any class of such persons, whether relative to the exchange ratio or otherwise. Evercore was not asked to, nor did it express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Transaction as compared to other business or financial strategies that might be available to Grubhub, nor did it address the underlying business decision of Grubhub to engage in the Transaction. Evercore did not express any view on, and Evercore’s opinion does not address, what the value of the New Just Eat Takeaway.com ADSs or the New Just Eat Takeaway.com Shares actually would be when issued or the prices at which Grubhub Shares, the New Just Eat Takeaway.com ADSs or the Just Eat Takeaway.com Shares will trade at any time, including following announcement or consummation of the Transaction. Evercore’s opinion did not constitute a recommendation to the Grubhub Board or to any other persons in respect of the Transaction, including as to how any holder of Grubhub Shares should vote or act in respect of the Transaction. Evercore did not express any opinion as to the prices at which Grubhub Shares, Just Eat Takeaway.com ADSs, or the Just Eat Takeaway.com Shares would trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Grubhub or the Transaction or as to the impact of the Transaction on the solvency or viability of Grubhub or the ability of Grubhub to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Grubhub and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Grubhub Board on 10 June 2020 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before 9 June 2020 (the last trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Grubhub and Just Eat Takeaway.com. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

In calculating the implied exchange ratios as reflected in the financial analyses described below, Evercore used the ranges of implied share prices of Grubhub Shares and Just Eat Takeaway.com Shares and divided the lowest implied share price for a Grubhub Share by the highest implied share price for a Just Eat Takeaway.com Share converted from EUR to USD at a EUR/USD exchange rate of 1.1355x as of 9 June 2020 (the “Exchange Rate”), for the low end of the exchange ratio range, and divided the highest implied share price for a Grubhub Share by the lowest implied share price for a Just Eat Takeaway.com Share converted to USD at the Exchange Rate, for the high end of the exchange ratio range.

Evercore performed a discounted cash flow analysis of Grubhub to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Grubhub was forecasted to generate during Grubhub’s second, third and fourth quarter of fiscal year 2020 and fiscal years 2021 through 2024 based on the Grubhub financial projections (the “Grubhub Projections DCF”). Evercore calculated terminal values for Grubhub by applying terminal year multiples ranging from 16.0x to 20.0x to the estimated terminal year adjusted EBITDA of Grubhub as reflected in the Grubhub financial projections (which analysis implied perpetuity growth rates for Grubhub for the period after 31 December 2024 ranging from 6.8% to 9.2%). The cash flows and terminal values in each case were then discounted to present value as of 31 March 2020 using discount rates ranging from 9.0% to 11.0%, which were based on an estimate of Grubhub’s weighted average cost of capital, and the mid-year cash flow discounting convention. Evercore derived a range of illustrative enterprise values for Grubhub by adding the ranges of present values for the cash flows and terminal values and the estimated present value as of 31 March 2020 of the tax savings of Grubhub attributed to its net operating losses calculated by applying the same range of discount rates referred to above. Evercore then subtracted from the range of illustrative enterprise values it calculated Grubhub’s net debt (defined as total debt, including lease liabilities, less cash and cash equivalents) as of 31 March 2020, as calculated based on Grubhub’s public filings and information provided to Evercore by Grubhub management and approved for Evercore’s use by Grubhub management to derive a range of illustrative equity values for Grubhub. Evercore then divided the range of illustrative equity values it derived for Grubhub by the number of fully diluted outstanding Grubhub Shares, calculated using the treasury stock method, as provided to Evercore by Grubhub management and approved for Evercore’s use by Grubhub management. This analysis indicated a range of implied share prices per Grubhub Share of approximately $40.63 to approximately $55.58.

For reference purposes only and using the same method as described above for the Grubhub Projections DCF, Evercore also performed a discounted cash flow analysis of Grubhub based on the Grubhub financial projections and taking into account 50% of the estimated cost synergies (the “Grubhub Projections Plus Synergies DCF”). Evercore calculated a range of implied values of synergies by applying multiples ranging from 10.0x to 12.0x to the estimated cost synergies and dividing the resulting range by 50%. Evercore then calculated the implied value of the synergies per Grubhub Share by dividing the range of implied synergies by the number of fully diluted outstanding Grubhub Shares, calculated using the treasury stock method, as provided to Evercore by Grubhub management and approved for Evercore’s use by Grubhub management. Evercore then added to the implied share prices of Grubhub Shares (as calculated above) the implied value of the synergies per Grubhub Share. This analysis indicated a range of implied share prices per Grubhub Share of approximately $43.20 to approximately $58.67.

Evercore performed a discounted cash flow analysis of Just Eat Takeaway.com to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Just Eat Takeaway.com was forecasted to generate during Just Eat Takeaway.com’s fiscal years 2020 through 2029 based on the counterparty financial

Utilizing the approximate implied share price reference ranges derived for Grubhub Shares using the Grubhub Projections DCF and Just Eat Takeaway.com using the Counterparty Projections DCF, as described above, Evercore calculated the following implied exchange ratio range, compared to the exchange ratio of 0.6710x pursuant to the Merger Agreement and the exchange ratio of 0.4320x based on price per Just Eat Takeaway.com Share as of 11 May 2020 (the “Undisturbed Date”), the last trading date prior to rumors of a potential transaction involving Grubhub being published on Bloomberg:

For reference purposes only, utilizing the approximate implied share price reference ranges derived for Grubhub Shares using the Grubhub Projections Plus Synergies DCF and Just Eat Takeaway.com using the Counterparty Projections DCF, as described above, Evercore calculated the following implied exchange ratio range, compared to the exchange ratio of 0.6710x pursuant to the Merger Agreement and the exchange ratio of 0.4320x based on price per Just Eat Takeaway.com Share as of the Undisturbed Date:

For reference purposes only, Evercore reviewed selected public market trading price targets for the Grubhub Shares prepared and published by equity research analysts that were publicly available as of 9 June 2020. These price targets, which ranged from $30.00 to $79.00 per Grubhub Share with a mean price target of $48.76 and median price target of $49.00 per Grubhub Share, reflected analysts’ estimates of the future public market trading price of the Grubhub Shares at the time the price target was published. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Grubhub Shares and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Grubhub and future general industry and market conditions.

For reference purposes only, Evercore reviewed selected public market trading price targets for the Just Eat Takeaway.com Shares prepared and published by equity research analysts that were publicly available as of 9 June 2020. These price targets, which ranged from €60.00 to €130.00 per Just Eat Takeaway.com Share with a mean price target of €98.61 and median price target of €108.13 per Just Eat Takeaway.com Share, reflect analysts’ estimates of the future public market trading price of the Just Eat Takeaway.com Shares at the time the price target was published. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Just Eat Takeaway.com Shares and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Just Eat Takeaway.com and future general industry and market conditions.

For reference purposes only, Evercore reviewed historical trading prices of Grubhub Shares during the twelve-month period ended 9 June 2020, noting that the low and high closing prices during such period ranged from approximately $30.13 to approximately $79.73 per Grubhub Share, respectively.

For reference purposes only, Evercore reviewed historical trading prices of Just Eat Takeaway.com Shares during the twelve-month period ended 9 June 2020, noting that the low and high closing prices during such period ranged from approximately €62.30 to approximately €101.30 per Just Eat Takeaway.com Share, respectively.

For reference purposes only, Evercore reviewed and analyzed premia paid in transactions above $1 billion involving publicly traded U.S.-based companies as the target announced during the time from 1 January 2010 to 5 June 2020. Based on its professional judgment and experience and the premia reviewed in the selected transactions, Evercore applied reference ranges of premia of 15.0% to 25.0% to the closing price of Grubhub Shares as of the Undisturbed Date. This analysis implied a share price reference range of approximately $53.81 to $58.49 for Grubhub.

For reference purposes only, utilizing the implied price per share reference ranges derived for Grubhub Shares using the premia paid analysis and using the Just Eat Takeaway.com Share price of $108.30 as of the Undisturbed Date, Evercore calculated the following implied exchange ratio range, compared to the exchange ratio of 0.6710x pursuant to the Merger Agreement and the exchange ratio of 0.4320x based on the Just Eat Takeaway.com Share price as of the Undisturbed Date:

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Grubhub Board. In connection with the review of the Transaction by the Grubhub Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor

Evercore prepared these analyses for the purpose of providing an opinion to the Grubhub Board as to the fairness, from a financial point of view, of the exchange ratio pursuant to the Merger Agreement to the holders of Grubhub Shares, other than excluded shares. These analyses do not purport to be appraisals or to reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Grubhub Board (in its capacity as such) in connection with its evaluation of the proposed Transaction. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Grubhub Board or Grubhub’s management or that any specific amount of consideration constituted the only appropriate consideration in the Transaction for the holders of Grubhub Shares.

Pursuant to the terms of Evercore’s engagement letter with Grubhub, Grubhub has agreed to pay Evercore a fee for its services in the amount of approximately $46 million, of which $250,000 was paid as a retainer fee upon execution of Evercore’s engagement letter with Grubhub, $3 million was paid upon delivery of Evercore’s opinion and the balance of which will be payable contingent upon the consummation of the Transaction. Grubhub has also agreed to reimburse Evercore for its actual, reasonable, out-of-pocket and documented expenses (including external legal fees, expenses and disbursements) and to indemnify Evercore against certain liabilities arising out of its engagement.

Other than as described in the paragraph above with respect to the $250,000 that was paid to Evercore upon execution of Evercore’s engagement letter with Grubhub as a retainer fee, during the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to Grubhub and Evercore has not received any compensation from Grubhub during such period. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to Just Eat Takeaway.com and Evercore has not received any compensation from Just Eat Takeaway.com during such period. Evercore may provide financial advisory or other services to Grubhub and Just Eat Takeaway.com in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Grubhub, Just Eat Takeaway.com, potential parties to the Transaction and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Grubhub or Just Eat Takeaway.com.

Grubhub engaged Evercore to act as a financial advisor based on Evercore’s qualifications, understanding of Grubhub’s business, industry knowledge, relevant experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Neither Grubhub nor Just Eat Takeaway.com generally publishes its business plans and strategies or makes external disclosures of its anticipated financial position or results of operations, except that Grubhub has provided estimated ranges of certain expected financial results and operational metrics for the then-current fiscal quarter and fiscal year in its regular earnings press releases and accompanying investor materials. This approach is due to a variety of reasons, including the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates required for such projections. Grubhub and Just Eat Takeaway.com are especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. Accordingly, undue reliance should not be placed on the unaudited prospective financial information summarized below.

In connection with its evaluation of the Transaction, Grubhub management prepared certain non-public, internal financial projections regarding Grubhub’s potential future performance (the “Grubhub financial projections”). As part of the due diligence investigation of Just Eat Takeaway.com undertaken by Grubhub and its advisors, Grubhub requested from Just Eat Takeaway.com non-public forecasts and projections as to Just Eat Takeaway.com’s potential future performance prepared or adopted by Just Eat Takeaway.com’s management. Just Eat Takeaway.com informed Grubhub that it does not as a matter of course make public forecasts or projections, and instead Just Eat Takeaway.com directed Grubhub to use publicly available equity analyst forecasts as the basis for information on Just Eat Takeaway.com’s potential future performance. Grubhub in turn used forecasts developed based on these analyst forecasts, subject to certain adjustments based on Grubhub management’s assumptions and due diligence review, as the basis of its financial projections regarding Just Eat Takeaway.com’s potential future performance (the “counterparty financial projections” and, together with the Grubhub financial projections, the “financial projections”). Grubhub management also prepared estimates of certain cost synergies estimated to be potentially realizable by a combined company in connection with the Transaction (the “estimated cost synergies”). The estimated cost synergies are not reflected in the Grubhub financial projections or counterparty financial projections, but are summarized in the section entitled “—Certain Estimated Cost Synergies Prepared by Grubhub” beginning on page 105 of this proxy statement/prospectus. Neither Just Eat Takeaway.com nor any officer or director of Just Eat Takeaway.com was involved in the preparation of, or commented on, the counterparty financial projections or estimated cost synergies, and the estimated cost synergies are not necessarily indicative of the benefits of the Transaction expected by Just Eat Takeaway.com.

Grubhub management provided the financial projections and estimated cost synergies to the Grubhub Board in connection with the Grubhub Board’s evaluation of the Transaction. Grubhub management also provided the financial projections and estimated cost synergies to Evercore for use in connection with its financial analyses described in the section entitled “—Opinion of Grubhub’s Financial Advisor” beginning on page 94 of this proxy statement/prospectus and provided the Grubhub financial projections to Just Eat Takeaway.com and its financial advisors for use in connection with Just Eat Takeaway.com’s due diligence process.

The inclusion of the financial projections and estimated cost synergies in this proxy statement/prospectus should not be regarded as an indication that any of Grubhub, Just Eat Takeaway.com or their respective affiliates, advisors, officers, directors or representatives consider the financial projections or estimated cost synergies to be predictive of actual future events, and the financial projections and estimated cost synergies should not be relied upon as such. The financial projections and estimated cost synergies are not being included in this proxy statement/prospectus to influence your decision on whether to vote in favor of any proposal. None of Grubhub, Just Eat Takeaway.com or their respective affiliates, advisors, officers, directors or representatives can give you any assurance that actual results will be consistent with the financial projections or estimated cost synergies. Grubhub advised recipients of the Grubhub financial projections and estimated cost synergies that Grubhub’s internal financial forecasts and assumptions with respect to the Grubhub financial projections and estimated cost synergies, upon which such projections and estimates were based, are subjective in many respects. While presented with numerical specificity, the Grubhub financial projections and estimated cost synergies were based on many variables and assumptions known to Grubhub at the time of preparation that are inherently uncertain and may be beyond the control of Grubhub. In addition, Grubhub advised recipients of the counterparty financial projections that the counterparty financial projections were developed by using publicly available equity analyst forecasts, subject to certain adjustments based on Grubhub management’s assumptions and due diligence review. These equity analyst forecasts may have been prepared by analysts based on variables and assumptions that are inherently uncertain and beyond the control of Just Eat Takeaway.com. Important factors that may affect actual results and cause the financial projections or estimated cost synergies not to be achieved include, but are not

Although the Grubhub financial projections were prepared on an accounting basis consistent with Grubhub’s audited financial statements, they were not prepared under any comprehensive set of accounting rules or principles or with a view toward public disclosure or toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The financial projections and estimated cost synergies have been prepared by, and are the responsibility of, Grubhub. None of Crowe LLP (the Grubhub Group’s independent auditor), Deloitte Accountants B.V. (the Just Eat Takeaway.com Group’s independent auditor), Deloitte LLP (Just Eat Group’s independent auditor) nor any other independent accountants have compiled, examined, or performed any procedures with respect to the prospective financial information or estimated cost synergies contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information or estimated cost synergies. The Crowe LLP report incorporated by reference in this proxy statement/prospectus relates to the Grubhub Group’s previously issued audited financial statements, the Deloitte Accountants B.V. report included in this proxy statement/prospectus relates to Just Eat Takeaway.com Group’s previously issued audited financial statements and the Deloitte LLP report included in this proxy statement/prospectus relates to the Just Eat Group’s previously issued audited financial statements. None of the auditor reports included in or incorporated by reference into this proxy/statement extends to the financial projections or estimated cost synergies and should not be read to do so.

For these reasons, as well as the basis and assumptions on which the financial projections or estimated cost synergies were compiled, the inclusion of specific portions of the financial projections or estimated cost synergies in this proxy statement/prospectus should not be regarded as an indication that such financial projections or estimated cost synergies will be an accurate prediction of future events, and they should not be relied on as such. Except as required by applicable securities laws, neither Grubhub nor any of its affiliates, advisors, officers, directors or representatives intends to update or otherwise revise the financial projections, estimated cost synergies or the specific portions presented herein to reflect circumstances existing after the respective dates when the applicable financial projections or estimated cost synergies were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement/prospectus are cautioned not to place undue, if any, reliance on the specific portions of the financial projections or estimated cost synergies set forth below. In addition, neither Grubhub nor any of its affiliates, advisors, officers, directors or representatives has made, makes or is authorized in the future to make any representation to any shareholder or other person regarding Grubhub’s or Just Eat Takeaway.com’s ultimate performance compared to the information contained in the financial projections or estimated cost synergies or that the financial projections or estimated cost synergies will be achieved, and any statement to the contrary should be disregarded. Neither Grubhub nor its financial advisor assumes any responsibility for the validity, reasonableness, accuracy or completeness of the financial projections or estimated cost synergies. Grubhub has made no representation to Just Eat Takeaway.com, and Just Eat Takeaway.com has made no representation to Grubhub, in the Merger Agreement or otherwise, concerning the financial projections or estimated cost synergies.

Grubhub management prepared certain projections regarding Grubhub’s future operations for fiscal years 2020 through 2024, on a stand-alone basis, assuming Grubhub would continue as an independent company, without giving effect to the consummation of the Transaction. Therefore, the Grubhub financial projections do not give effect to the Transaction or any changes to Grubhub’s operations or strategy that may be implemented after the consummation of the Transaction, including any potential benefits to be realized as a result of the Transaction, or to any costs incurred in connection with the Transaction. Furthermore, the Grubhub financial projections do not take into account the effect of any failure of the Transaction to be consummated and should not be viewed as relevant or continuing in that context.

The Grubhub financial projections were provided by Grubhub management to the Grubhub Board in connection with the Grubhub Board’s evaluation of the Transaction, and were also provided to Evercore for use in connection with Evercore’s financial analyses described in the section entitled “—Opinion of Grubhub’s Financial Advisor” beginning on page 94 of this proxy statement/prospectus, and to Just Eat Takeaway.com and its financial advisors for use in connection with Just Eat Takeaway.com’s due diligence process.

The Grubhub financial projections were based on numerous variables and assumptions, including the following key assumptions:

Adjusted EBITDA and levered free cash flow are non-GAAP financial measures. This information was not prepared for public disclosure. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. Additionally, non-GAAP financial measures as presented by Grubhub may not be comparable to similarly titled measures reported by other companies. In the view of Grubhub management, the Grubhub financial projections were prepared on a reasonable basis based on the information available to Grubhub management at the time of their preparation.

As part of the due diligence investigation of Just Eat Takeaway.com undertaken by Grubhub, Grubhub requested from Just Eat Takeaway.com non-public forecasts and projections as to Just Eat Takeaway.com’s potential future performance prepared or adopted by Just Eat Takeaway.com’s management, but Just Eat Takeaway.com informed Grubhub that it does not as a matter of course make public forecasts or projections as to its potential future performance. Instead, Just Eat Takeaway.com directed Grubhub to use publicly available

The counterparty financial projections were provided by Grubhub management to the Grubhub Board in connection with the Grubhub Board’s evaluation of the Transaction, and were also provided to Evercore for use in connection with Evercore’s financial analyses described in the section entitled “—Opinion of Grubhub’s Financial Advisor” beginning on page 94 of this proxy statement/prospectus.

The counterparty financial projections were based on numerous variables and assumptions, including the following key assumptions:

Other than directing Grubhub to use publicly available equity analyst forecasts, neither Just Eat Takeaway.com nor any officer or director of Just Eat Takeaway.com was involved in the preparation of, or commented on, the counterparty financial projections or the assumptions that were used in connection with the counterparty financial projections.

Adjusted net revenue, adjusted EBITDA and unlevered free cash flow are non-IFRS financial measures. This information was not prepared for public disclosure. Non-IFRS financial measures should not be considered a

In connection with its evaluation of the Transaction, Grubhub management prepared estimates of certain cost synergies estimated to be potentially realizable by a combined company in connection with the Transaction. Neither Just Eat Takeaway.com nor any officer or director of Just Eat Takeaway.com was involved in the preparation of, or commented on, the estimated cost synergies, and the estimated cost synergies are not necessarily indicative of the benefits of the Transaction expected by Just Eat Takeaway.com. Grubhub management estimated that approximately $50 million of estimated cost synergies could be potentially realizable on an annual basis following Completion, including cost synergies related to employee compensation and benefits, technology, credit card processing and general and administrative costs. The estimated cost synergies were provided to the Grubhub Board in connection with the Grubhub Board’s evaluation of the Transaction. Grubhub management also provided the estimated cost synergies to Evercore for use in connection with its financial analyses described in the section entitled “—Opinion of Grubhub’s Financial Advisor” beginning on page 94 of this proxy statement/prospectus.

The estimated cost synergies assumed that the expected benefits of the Transaction would be realized, including that no restrictions, terms or other conditions would be imposed in connection with the receipt of any necessary governmental, regulatory or other approvals or consents in connection with the consummation of the Transaction. No assurance can be given that the integration process will deliver all or substantially all of the expected benefits of the Transaction. See “Risk Factors—Risks Relating to the Business of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group—Each of the Just Eat Takeaway.com Group, the Grubhub Group and, following Completion, the Enlarged Group may be unable to integrate successfully or achieve the expected benefits of any prior or future acquisitions, or may be unable to identify and acquire suitable acquisition candidates” beginning on page 47 of this proxy statement/prospectus. In addition, see the section above entitled “—Certain Unaudited Prospective Financial Information Prepared by Grubhub” beginning on page 101 for further information regarding the uncertainties underlying the estimated cost synergies.

Pursuant to Merger Agreement, Just Eat Takeaway.com will take all actions necessary to cause (i) the size of the Just Eat Takeaway.com Supervisory Board to be increased by two Just Eat Takeaway.com Supervisory Directors, to be selected by Grubhub, to be appointed as members of the Just Eat Takeaway.com Supervisory Board upon the first effective time (the “Grubhub Supervisory Board nominees”) and (ii) the size of the Just Eat Takeaway.com Management Board to be increased by one Just Eat Takeaway.com Managing Director, selected by Grubhub, to be appointed as a member of the Just Eat Takeaway.com Management Board upon the first effective time (the “Grubhub Management Board nominee”), in each case, subject to applicable law, obtaining the necessary approvals by the Just Eat Takeaway.com Shareholders of the nomination of the Grubhub Supervisory Board nominees or the Grubhub Management Board nominee, as applicable, and continued service of the Grubhub Supervisory Board nominees or the Grubhub Management Board nominee, as applicable, as directors on the Grubhub Board immediately prior to Completion and provided that Just Eat Takeaway.com will not be required to take any actions that would result in the resignation of members from, or the appointment of any persons other than the Grubhub Supervisory Board nominees and the Grubhub Management Board nominee to, the Just Eat Takeaway.com Supervisory Board or the Just Eat Takeaway.com Management Board, as applicable. Grubhub has selected Matthew Maloney to be the Grubhub Management Board nominee and Lloyd Frink and David Fisher to be the Grubhub Supervisory Board nominees. On 7 October 2020, the Just Eat Takeaway.com Shareholders adopted the necessary resolutions for the appointment of the Grubhub Supervisory Board nominees to the Just Eat Takeaway.com Supervisory Board and the appointment of the Grubhub Management Board nominee to the Just Eat Takeaway.com Management Board in each case effective upon Completion and for a term until the end of Just Eat Takeaway.com’s annual General Meeting held in 2021. At Just Eat Takeaway’s annual General Meeting for 2021, which is expected to be held on 12 May 2021, it is

Upon the first effective time, the directors of Merger Sub I immediately prior to the first effective time will be the directors of the initial surviving company and the officers of Grubhub immediately prior to the first effective time will be the officers of the initial surviving company, in each case until the earlier of their death, resignation or removal in accordance with the applicable certificate of incorporation and bylaws.

Upon the second effective time, the directors of Merger Sub II immediately prior to the first effective time will be the directors of the final surviving company and the officers of the initial surviving company immediately prior to the second effective time will be the officers of the final surviving company, in each case until the earlier of their death, resignation or removal in accordance with the applicable certificate of incorporation and bylaws.

Information concerning the executive officers and the historical compensation paid by Grubhub to its directors and executive officers is contained in Grubhub’s Annual Report on Form 10-K for the fiscal year ended 31 December 2020, which is incorporated by reference into this proxy statement/prospectus. See also “Where You Can Find More Information” beginning on page 320 of this proxy statement/prospectus.

Merger Sub I was incorporated on 9 June 2020 and the director of Merger Sub I did not receive compensation for his services as a director of Merger Sub I in 2020. Merger Sub II was incorporated on 9 June 2020 and the director of Merger Sub II did not receive compensation for his services as a director of Merger Sub II in 2020. For information concerning the directors and historical compensation paid by Just Eat Takeaway.com to its directors, see “Information about the Management and Compensation of Just Eat Takeaway.com—Just Eat Takeaway.com’s Remuneration of Just Eat Takeaway.com Supervisory Directors and Just Eat Takeaway.com Managing Directors” beginning on page 238 of this proxy statement/prospectus.

Completion is conditioned upon the expiration or termination of the applicable waiting period under the HSR Act (the “HSR Condition”), satisfaction of the condition relating to the UK Competition and Markets Authority (“CMA”) (the “CMA Condition”) and receipt of written notification from CFIUS indicating the Transaction is not subject to review or such review has concluded without unresolved national security concerns or, if CFIUS has referred review of the Transaction to the President of the United States, receipt of notice from the President of the United States of their determination not to suspend or prohibit the Transaction or expiration of the applicable waiting period without any determination by the President of the United States.

In connection with the receipt of governmental consents related to antitrust or CFIUS approval, each party agreed to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to antitrust law or by CFIUS and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any laws that may be required by any governmental authority with competent jurisdiction so as to enable the parties to consummate the transactions contemplated by the Merger Agreement as promptly as reasonably practicable and in any event prior to the end date (as described in “The Merger Agreement—Termination of the Merger Agreement” beginning on page 168 of this proxy statement/prospectus). Additionally, Just Eat Takeaway.com has agreed to promptly take all actions necessary to secure, as soon as practicable, the expiration or termination of any applicable waiting period under antitrust laws and obtain CFIUS approval, and all approvals or expiration of applicable waiting periods under any other applicable law. Just Eat Takeaway.com has also agreed to resolve any objections asserted with respect to the transactions contemplated by the Merger Agreement under any applicable law raised by any government authority that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, none of the obligations of the parties shall (1) require any party to the Merger Agreement to take, accept or agree to, (2) permit Grubhub or any of its subsidiaries, without the prior written consent of Just Eat Takeaway.com to take, accept or agree to or (3) require

Just Eat Takeaway.com will, after consulting with and considering in good faith the views of Grubhub, direct and control all matters in connection with respect to antitrust laws, CFIUS approval or any other applicable law raised by a governmental authority seeking a restraint on the transactions contemplated by the Merger Agreement.

Additional information about each party’s commitments to take certain specified actions, subject to certain exceptions and limitations, in connection with obtaining regulatory approvals are described under “The Merger Agreement—Efforts to Complete the Transaction” beginning on page 162 of this proxy statement/prospectus.

Pursuant to the requirements of the HSR Act, Just Eat Takeaway.com and Grubhub filed Notification and Report Forms with respect to the Transaction with the FTC and DOJ on 24 June 2020 and requested early termination of the HSR Act waiting period. The FTC granted early termination of the HSR Act waiting period on 7 July 2020, thereby satisfying the HSR Condition.

On 24 June 2020, Just Eat Takeaway.com filed a briefing paper with the CMA. On 2 July 2020, in response to the briefing paper, the CMA indicated that it had no further questions as of such date regarding the Transaction, thereby satisfying the CMA Condition.

On 21 July 2020, Just Eat Takeaway.com and Grubhub filed the joint voluntary notice with CFIUS. Approval from CFIUS was received on 3 September 2020.

As a result of the foregoing, all regulatory approvals required for Completion have been obtained and Just Eat Takeaway.com and Grubhub do not contemplate making any other material governmental filings in relation to the Transaction. It is presently contemplated that if any such additional governmental approvals or actions are later required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained and there can be no assurances as to the absence of any litigation challenging the regulatory approvals received. Subject to certain conditions described below, if the first effective time has not occurred on or before 31 December 2021 or if a legal restraint preventing the Completion becomes final and nonappealable, either Just Eat Takeaway.com or Grubhub may terminate the Merger Agreement. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 168 of this proxy statement/prospectus.

The following discussion is a summary of the anticipated material U.S. federal income tax consequences of the Transaction to U.S. holders (as defined below) of Grubhub Shares and the ownership and disposition of Just Eat Takeaway.com Shares and New Just Eat Takeaway.com ADSs received by U.S. holders in the Transaction. This discussion is based on the Code, applicable Treasury Regulations, judicial authority and administrative rulings, all as of the date of this proxy statement/prospectus, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. No ruling has been sought from the IRS with respect to any of the U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position.

The U.S. federal income tax consequences of the holding and disposal of the New Just Eat Takeaway.com ADSs are the same as the U.S. federal income tax consequences of the holding and disposal of the Just Eat Takeaway.com Shares. Any reference in this section made to the New Just Eat Takeaway.com ADSs should be deemed to include a reference to the underlying Just Eat Takeaway.com Shares.

This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. holder as a result of the Transaction or as a result of the ownership and disposition of New Just Eat Takeaway.com ADSs received in the Transaction. This discussion does not take into

This discussion assumes that the U.S. holders of Grubhub Shares hold such shares, and, after the consummation of the Transaction, their New Just Eat Takeaway.com ADSs, as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address the consequences to U.S. holders subject to special tax rules, such as:

U.S. holders that are subject to special provisions under the Code, including U.S. holders described immediately above, should consult their tax advisors regarding the tax consequences of the Transaction and the ownership and disposition of New Just Eat Takeaway.com ADSs.

This discussion does not address the tax consequences to you if you will become a “five-percent transferee shareholder” of Just Eat Takeaway.com within the meaning of the applicable Treasury Regulations under Section 367 of the Code. In general, a five-percent transferee shareholder is a person who will own directly, indirectly, or constructively through attribution rules, at least five percent of either the total voting power or total value of all outstanding New Just Eat Takeaway.com ADSs immediately after the Transaction. If you believe you could become a five-percent transferee shareholder of Just Eat Takeaway.com, you should consult your tax advisor about the special rules and time sensitive tax procedures, including the requirement to file a gain recognition agreement, which might affect your ability to obtain tax-free treatment in the Transaction.

As used in this discussion, a “U.S. holder” means a beneficial owner of Grubhub Shares or, after the Transaction, New Just Eat Takeaway.com ADSs, who is for U.S. federal income tax purposes:

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Grubhub Shares or, after the Transaction, New Just Eat Takeaway.com ADSs, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the Transaction and the ownership and disposition of New Just Eat Takeaway.com ADSs received in the Transaction.

PLEASE CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE TRANSACTION AND THE OWNERSHIP AND DISPOSITION OF NEW JUST EAT TAKEAWAY.COM ADSS RECEIVED IN THE TRANSACTION, INCLUDING, WITHOUT LIMITATION, THE APPLICABLE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES TO YOU OF THE TRANSACTION AND THE OWNERSHIP AND DISPOSITION OF NEW JUST EAT TAKEAWAY.COM ADSS.

The following discussion regarding the U.S. federal income tax consequences of the Transaction to U.S. holders assumes that the Transaction will be consummated as described in the Merger Agreement and this proxy statement/prospectus and that, following the consummation of the Transaction, Just Eat Takeaway.com will, and will cause the final surviving company to, comply with certain reporting requirements set forth in the Treasury Regulations under Section 367(a) of the Code.

Grubhub has received an opinion from Kirkland & Ellis LLP to the effect that the Transaction (1) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code and (2) will not result in gain being recognized under Section 367(a)(1) of the Code (other than for any Grubhub Stockholder that would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Just Eat Takeaway.com following the Transaction that does not enter into a five-year gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8(c)). Such opinion is based upon (i) representations, warranties and covenants provided by Grubhub, Just Eat Takeaway.com and other relevant parties and certain assumptions, and (ii) the assumption that such representations, warranties and covenants continue to be true and accurate as of the effective time of the Transaction. If the Transaction so qualifies, and provided, as described below, that the fair market value of Just Eat Takeaway.com, at the time of the Transaction, equals or exceeds the fair market value of Grubhub, as specially determined for purposes of Section 367(a) of the Code, then the Transaction will have the following U.S. federal income tax consequences to you if you are a U.S. holder:

The parties’ obligations to complete the Transaction are not conditioned upon the receipt of an opinion of counsel that the Transaction will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS were to successfully challenge the qualification of the Transaction as a tax-free reorganization and if you are a U.S. holder, you would generally be required to recognize gain or loss based on the difference between (a) the fair market value as of Completion, of any New Just Eat Takeaway.com ADSs received in the Transaction, plus cash received in lieu of a fractional New Just Eat Takeaway.com ADS and (b) your tax basis in the Grubhub Shares surrendered in the Transaction, as calculated separately for each block of Grubhub Shares you held. Any gain or loss so recognized would generally be long-term capital gain if you had held Grubhub Shares for more than one year at the time the Transaction is completed, as determined separately for each block of Grubhub Shares you held. Generally, in such event, your tax basis in the New Just Eat Takeaway.com ADSs you received in the Transaction would equal their fair market value as of Completion, and your holding period for the New Just Eat Takeaway.com ADSs would begin on the day after Completion.

Section 367(a)(1) of the Code and the applicable Treasury Regulations promulgated thereunder provide that when a U.S. holder exchanges stock in a U.S. corporation for stock in a non-U.S. corporation in a transaction that would otherwise qualify as a tax-free reorganization, the U.S. holder is required to recognize gain, but not loss, realized on such exchange unless certain requirements are met. In this case, the principal requirement is that the fair market value of Just Eat Takeaway.com, at the time of the Transaction, must equal or exceed the fair market value of Grubhub, as specifically determined for purposes of Section 367(a)(1) of the Code (the “substantiality test”). Based on the exchange ratio, and taking certain required adjustments into account with data available as of the date hereof, Grubhub and Just Eat Takeaway.com believe that the substantiality test should be satisfied and that Section 367(a)(1) of the Code should not apply to the Transaction.

If Section 367(a)(1) of the Code were to apply to the Transaction, if you are a U.S. holder you would recognize gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the date of Completion of any New Just Eat Takeaway.com ADSs received in the Transaction, plus cash received in lieu of a fractional New Just Eat Takeaway.com ADS, over your tax basis in the Grubhub Shares surrendered in the Transaction, as calculated separately for each block of Grubhub Shares you held. Any gain so recognized would generally be long-term capital gain if you had held the Grubhub Shares for more than one year at the time the Transaction is completed, as determined separately for each block of Grubhub Shares you held.

Subject to the discussion in “—Material U.S. Federal Income Tax Consequences—U.S. Federal Income Tax Consequences to U.S. Holders of Holding New Just Eat Takeaway.com ADSs—Passive Foreign Investment Company Rules” beginning on page 111 of the accompanying proxy statement/prospectus, if you are a U.S. holder, any cash distribution paid on New Just Eat Takeaway.com ADSs out of its current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be included in the gross income as dividend income (without reduction for any Dutch income taxes withheld from the distribution). Because Just Eat Takeaway.com has historically not kept track of, and Just Eat Takeaway.com does not intend to

Subject to certain holding period requirements and other conditions (and assuming that Just Eat Takeaway.com is not a passive foreign investment company for U.S. federal income tax purposes (a “PFIC”) for the taxable year in which the dividend is paid or the preceding taxable year), dividends paid to certain non-corporate U.S. holders may qualify for preferential rates of taxation if either (a) Just Eat Takeaway.com is eligible for the benefits of the United States-Netherlands Income Tax Treaty or (b) New Just Eat Takeaway.com ADSs are readily tradable on an established securities market in the U.S. Under applicable IRS authority, stock is considered for this purpose to be readily tradable on an established securities market in the U.S. if the stock is listed on Nasdaq, as the New Just Eat Takeaway.com ADSs are expected to be.

Subject to certain significant conditions and limitations, any Dutch taxes paid on or withheld from distributions from Just Eat Takeaway.com and not refundable to you (if any) may be credited against your U.S. federal income tax liability. For foreign tax credit purposes, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends Just Eat Takeaway.com pays with respect to the New Just Eat Takeaway.com ADSs will generally constitute “passive category income.” Any dividends Just Eat Takeaway.com pays to you will generally constitute non-U.S. source income for foreign tax credit limitation purposes. The rules relating to the determination of the foreign tax credit are complex, and you should consult your advisors regarding the availability of a foreign tax credit in your particular circumstances. See the section entitled “—Material Dutch Tax Consequences—Dutch Tax Consequences of Holding New Just Eat Takeaway.com ADSs—Withholding Tax” beginning on page 114 of the accompanying proxy statement/prospectus for a discussion of Dutch withholding taxes on distributions.

The amount of any dividend paid or other distribution made in euros will, for U.S. federal income tax purposes, be the U.S. dollar value of the euros distributed by Just Eat Takeaway.com, calculated by reference to the exchange rate on the date the dividend or other distribution is includible in your income, regardless of whether the payment is in fact converted to U.S. dollars on the date of receipt. Generally, you should not recognize any foreign currency gain or loss if the euros are converted into U.S. dollars on the date the payment is received. However, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you actually convert the payment into U.S. dollars will be treated as ordinary income or loss. Such currency exchange gain or loss (if any) will generally be income or loss from U.S. sources for foreign tax credit limitation purposes.

Subject to the discussion in “—Material U.S. Federal Income Tax Consequences—U.S. Federal Income Tax Consequences to U.S. Holders of Holding New Just Eat Takeaway.com ADSs—Passive Foreign Investment Company Rules” beginning on page 111 of the accompanying proxy statement/prospectus, if you are a U.S. holder you will generally recognize capital gain or loss on the sale or other taxable disposition of New Just Eat Takeaway.com ADSs in an amount equal to the difference between (a) the amount of cash plus the fair market value of any property received and (b) your adjusted tax basis in such New Just Eat Takeaway.com ADSs. Any such capital gain or loss will be long-term capital gain or loss if, at the time of the sale or other disposition, the New Just Eat Takeaway.com ADSs have been held for more than one year. Preferential tax rates apply to long-term capital gains if you are an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains if you are a corporation. Deductions for capital losses are subject to significant limitations under the Code.

The source of any such gain or loss is generally determined by reference to the residence of the holder, such that it will generally be treated as U.S. source income for foreign tax credit limitation purposes in the case of a sale, exchange, or other taxable disposition by a U.S. holder. You should consult your tax advisors regarding the U.S. federal income tax consequences of receiving currency other than U.S. dollars upon the disposition of your New Just Eat Takeaway.com ADSs.

In general, a non-U.S. corporation will be a PFIC for any taxable year if (a) 75% or more of its gross income consists of passive income or (b) 50% or more of the average quarterly value of its assets consists of

If you own New Just Eat Takeaway.com ADSs during any taxable year in which, contrary to Grubhub and Just Eat Takeaway.com’s expectations, Just Eat Takeaway.com is a PFIC, you may be subject to certain reporting obligations with respect to New Just Eat Takeaway.com ADSs, including reporting on IRS Form 8621. A failure to file such form may result in penalties and may suspend the running of the statute of limitations on the tax return.

You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of holding and disposing of New Just Eat Takeaway.com ADSs if Just Eat Takeaway.com becomes classified as a PFIC, including the possibility of making a mark-to-market or other election and the applicability of annual filing requirements.

If you are a U.S. holder, in general, information reporting requirements will apply to dividends or other distribution you receive of New Just Eat Takeaway.com ADSs and the proceeds you receive on the disposition of New Just Eat Takeaway.com ADSs effected within the United States (and, in certain cases, outside the United States), in each case, other than if you are an exempt recipient (such as a corporation). Backup withholding (currently at a rate of 24%) may apply to such amounts if you fail to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the exchange agent or your broker) or you are otherwise subject to backup withholding. Backup withholding is not an additional U.S. federal tax. Any amounts withheld under the backup withholding tax rules generally will be allowed as a refund or credit against your U.S. federal income tax liability, if any, provided you furnish required information to the IRS in a timely manner.

This section outlines the Dutch tax consequences for Grubhub Stockholders who exchange their Grubhub Shares for New Just Eat Takeaway.com ADSs and the Dutch tax consequences of the holding and disposal of the New Just Eat Takeaway.com ADSs following the mergers. It does not present a comprehensive or complete description of all aspects of Dutch tax law which could be relevant to a holder of New Just Eat Takeaway.com ADSs (referred to as an “ADS Holder”). For Dutch tax purposes, an ADS Holder may include an individual or entity not holding the legal title to the New Just Eat Takeaway.com ADSs, but to whom, or to which, the New Just Eat Takeaway.com ADSs are, or the income from the New Just Eat Takeaway.com ADSs is, nevertheless attributed based either on this individual or entity owning a beneficial interest in the New Just Eat Takeaway.com ADSs or on specific statutory provisions. These include statutory provisions attributing New Just Eat Takeaway.com ADSs to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds the New Just Eat Takeaway.com ADSs.

This section is intended as general information only and Grubhub Stockholders and prospective ADS Holders should consult their own tax adviser regarding the tax consequences of any acquisition, holding or disposal of New Just Eat Takeaway.com ADSs.

This section is based on Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date of this proxy statement/prospectus, including the tax rates applicable on that date, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect.

Any reference in this section made to Dutch taxes, Dutch tax or Dutch tax law should be construed as a reference to any taxes of any nature levied by or on behalf of the Netherlands or any of its subdivisions or taxing authorities or to the law governing such taxes, respectively.

Any reference made to a treaty for the avoidance of double taxation concluded by the Netherlands includes the Tax Regulation for the Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk), the Tax Regulation for the State of the Netherlands (Belastingregeling voor het land Nederland), the Tax Regulations for the Netherlands and Curacao (Belastingregeling Nederland Curaçao), the Tax Regulations for the Netherlands and St. Maarten (Belastingregeling Nederland Sint Maarten) and the Agreement between the Taipei Representative Office in the Netherlands and the Netherlands Trade and Investment Office in Taipei for the avoidance of double taxation.

This section does not describe any Dutch tax considerations or consequences that may be relevant where a Grubhub Stockholder or ADS Holder:

A Grubhub Stockholder will not be subject to Dutch dividend withholding tax with respect to (i) the exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs pursuant to the mergers and (ii) cash payments in lieu of fractional entitlements to New Just Eat Takeaway.com ADSs received as part of the mergers.

Any dividends or other distributions declared or made by Just Eat Takeaway.com after the first effective time, with a record date after the first effective time, to Grubhub Stockholders following, and promptly upon, their surrender of their Grubhub Shares in exchange for New Just Eat Takeaway.com ADSs, may be subject to Dutch dividend withholding tax (see “Material Dutch Tax Consequences—Dutch Tax Consequences of Holding New Just Eat Takeaway.com ADSs—Withholding Tax” beginning on page 114 of this proxy statement/prospectus).

Generally, a Grubhub Stockholder will not be subject to Dutch taxes on income or capital gains as a result of (i) the exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs pursuant to the mergers and (ii) any cash payment in lieu of fractional entitlements to New Just Eat Takeaway.com ADSs received as part of the mergers. This may be different for the following categories of Grubhub Stockholders:

An ADS Holder is generally subject to Dutch dividend withholding tax at a rate of 15% on dividends distributed by Just Eat Takeaway.com, including dividends distributed on the New Just Eat Takeaway.com ADSs. Generally, Just Eat Takeaway.com is responsible for the withholding of such dividend withholding tax at source.

Subject to certain exceptions under Dutch domestic law, Just Eat Takeaway.com may not be required to transfer to the Dutch tax authorities the full amount of Dutch dividend withholding tax due in respect of dividends distributed by Just Eat Takeaway.com, if Just Eat Takeaway.com has received a profit distribution from a qualifying foreign subsidiary as described in Section 11 of the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting

If an ADS Holder is resident or deemed to be resident in the Netherlands, such ADS Holder is generally entitled to a credit for any Dutch dividend withholding tax against such holder’s Dutch tax liability and to a refund of any residual Dutch dividend withholding tax.

Depending on specific circumstances, an ADS Holder resident in a country other than the Netherlands may be entitled to exemptions from, reduction of, or full or partial refund of, Dutch dividend withholding tax under Dutch law, EU law, or treaties for the avoidance of double taxation.

An ADS Holder that is resident (i) in an EU member state, (ii)in a state that is a party to the Agreement on the European Economic Area (“EEA”) (EU member states, Iceland, Liechtenstein and Norway) or (iii) in a designated third state with which the Netherlands has agreed to an arrangement for the exchange of information on tax matters, is entitled to a full or partial refund of Dutch dividend withholding tax incurred in respect of the New Just Eat Takeaway.com ADSs if the final tax burden in respect of the dividends distributed by Just Eat Takeaway.com of a comparable Dutch resident ADS Holder is lower than the withholding tax incurred by the non-Dutch resident ADS Holder. The refund is granted upon request, and is subject to conditions and limitations. No entitlement to a refund exists if the disadvantage for the non-Dutch resident ADS Holder is entirely compensated in such holder’s state of residence under the provisions of a treaty for the avoidance of double taxation concluded between this state of residence and the Netherlands.

this ADS Holder will generally be eligible for a refund of Dutch dividend withholding tax on dividends distributed by Just Eat Takeaway.com.

For purposes of the above, a “Qualifying ADS Holder” is an entity that (i) is resident in a jurisdiction with which the Netherlands can exchange information in line with the international standard on exchange of information and (ii) holds its New Just Eat Takeaway.com ADSs as a portfolio investment, i.e., its New Just Eat Takeaway.com ADSs are not held with a view to establish or maintain lasting and direct economic links between the ADS Holder and Just Eat Takeaway.com and the New Just Eat Takeaway.com ADSs do not allow the ADS Holder to participate effectively in the management or control of the Just Eat Takeaway.com.

An ADS Holder who is resident in the United States for purposes of the 1992 treaty for the avoidance of double taxation between the United States and the Netherlands, as amended most recently by the Protocol signed 8 March 2004 (the “Treaty”) (a “US ADS Holder”) and who is entitled to the benefits of the Treaty, will be entitled to an exemption from or a reduction of Dutch dividend withholding tax as follows:

According to Dutch domestic anti-dividend stripping rules, no credit against Dutch tax, exemption from, reduction, or refund of Dutch dividend withholding tax will be granted if the recipient of the dividends paid by Just Eat Takeaway.com is not considered to be the beneficial owner (uiteindelijk gerechtigde) of those dividends.

The DWTA provides for a non-exhaustive negative description of a beneficial owner. According to the DWTA, an ADS Holder will not be considered the beneficial owner of the dividends if as a consequence of a combination of transactions:

The description of certain Dutch tax consequences in this section is only intended for the following ADS Holders:

Dutch Resident Individuals engaged or deemed to be engaged in an enterprise or in miscellaneous activities (resultaat uit overige werkzaamheden) are generally subject to Dutch income tax at statutory progressive rates with a maximum of 49.5% on any benefits derived or deemed to be derived from the New Just Eat Takeaway.com ADSs, including any capital gains realized on any disposal of the New Just Eat Takeaway.com ADSs, where those benefits are attributable to:

Generally, the New Just Eat Takeaway.com ADSs held by a Dutch Resident Individual who is not engaged or deemed to be engaged in an enterprise or in miscellaneous activities, or who is so engaged or deemed to be engaged but the New Just Eat Takeaway.com ADSs are not attributable to that enterprise or miscellaneous activities, will be subject to an annual Dutch income tax imposed on a fictitious yield on the New Just Eat Takeaway.com ADSs under the regime for savings and investments (inkomen uit sparen en beleggen). Irrespective of the actual income or capital gains realized, the annual taxable benefit from a Dutch Resident Individual’s assets and liabilities taxed under this regime, including the New Just Eat Takeaway.com ADSs, is set at a percentage of the positive balance of the fair market value of these assets, including the New Just Eat Takeaway.com ADSs, and the fair market value of these liabilities on 1 January each year. As of 1 January 2021, the percentage increases: (i) from 1.8978% over the first EUR 100,000 of such positive balance; (ii) to 4.5014% over any excess positive balance between EUR 100,000 up to and including EUR 1,000,000; and (iii) to a maximum of 5.6900% over any excess positive balance of EUR 1,000,000 or higher.

Dutch Resident Corporate Entities are generally subject to Dutch corporate income tax at statutory rates up to 25% on any benefits derived or deemed to be derived from the New Just Eat Takeaway.com ADSs, including any capital gains realized on their disposal.

An ADS Holder other than Dutch Resident Individuals or Dutch Resident Corporate Entities will not be subject to Dutch taxes on income or capital gains derived from the acquisition, ownership and disposal or transfer of the New Just Eat Takeaway.com ADSs, other than withholding tax as described above, unless:

Under certain specific circumstances, Dutch taxation rights may be restricted for non-Dutch residents ADS Holders pursuant to treaties for the avoidance of double taxation.

No Dutch gift tax or inheritance tax is due in respect of any gift of the New Just Eat Takeaway.com ADSs by, or inheritance of the New Just Eat Takeaway.com ADSs on the death of, an ADS Holder, unless:

For purposes of Dutch gift or inheritance tax, amongst others, a person that holds the Dutch nationality will be deemed to be resident in the Netherlands if such person has been resident in the Netherlands at any time during the ten years preceding the date of the gift or such person’s death. Additionally, for purposes of Dutch gift tax, amongst others, a person not holding the Dutch nationality will be deemed to be resident in the Netherlands if such person has been resident in the Netherlands at any time during the twelve months preceding the date of the gift. Applicable tax treaties may override deemed residency.

No other Dutch taxes, including taxes of a documentary nature, such as capital tax, stamp or registration tax or duty, are payable by, or on behalf of, the ADS Holder by reason only of the Transaction or the acquisition, ownership or disposition of the New Just Eat Takeaway.com ADSs.

An ADS Holder will not become a resident or deemed resident of the Netherlands by reason only of the Transaction or the acquisition, holding, ownership or disposition of the New Just Eat Takeaway.com ADSs.

The Transaction will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3, Business Combinations (“IFRS 3”). IFRS requires that one of the two companies in the Transaction be designated as the acquirer for accounting purposes based on the evidence available. Just Eat Takeaway.com will be treated as the acquiring entity for accounting purposes. In identifying Just Eat Takeaway.com as the acquiring entity for accounting purposes, Just Eat Takeaway.com and Grubhub took into account (i) the background of the Transaction, (ii) the Merger Agreement, (iii) the anticipated share ownership and voting rights of the Enlarged Group, (iv) the intended corporate governance structure of the Enlarged Group, (v) the designation of certain senior management positions, and (vi) the relative market values, size, and profitability of the combining companies. In assessing the size of each of the companies, Just Eat Takeaway.com and Grubhub management evaluated various metrics, including, but not limited to, revenue, loss before taxation, total assets and market capitalization. No single factor was the sole determinant in the overall conclusion that Just Eat Takeaway.com is the acquirer for accounting purposes; rather, all factors were considered in arriving at such conclusion. Accordingly, Just Eat Takeaway.com will, in accordance with the fair value concepts defined in IFRS 13, Fair Value Measurement (“IFRS 13”), record assets acquired, including identifiable intangible assets, and liabilities assumed from the Grubhub Group at their respective fair values as of the acquisition date, with limited exceptions to this recognition and measurement principle. Any excess of the purchase consideration over the fair value of identifiable net assets acquired is recognized as goodwill.

As of the date of this proxy statement/prospectus, Just Eat Takeaway.com has prepared provisional estimates of fair value for all of the Grubhub Group’s assets to be acquired and liabilities to be assumed. Upon Completion, Just Eat Takeaway.com will conduct a detailed valuation of all assets and liabilities of the Grubhub Group as of the date of Completion, at which point the actual fair values will be determined and may vary materially from provisional estimates.

Just Eat Takeaway.com has appointed the exchange agent to process the payment of the merger consideration, including the exchange of Grubhub Shares for New Just Eat Takeaway.com ADSs, in accordance with the Merger Agreement.

Immediately following the first effective time and prior to the second effective time, and in accordance with the provisions of Section 2:94b of the Dutch Civil Code (Burgerlijk Wetboek), Just Eat Takeaway.com shall cause the exchange agent, solely in its capacity as such, to contribute, for the account and benefit of the former Grubhub Stockholders, all of the issued and outstanding shares of the initial surviving company stock that were issued to the exchange agent for the account and benefit of the former Grubhub Stockholders to Just Eat Takeaway.com as a contribution in kind (inbreng op aandelen anders dan in geld). In consideration of this contribution in kind, at the first effective time and prior to the second effective time, Just Eat Takeaway.com will (i) issue (uitgeven) and deliver (leveren) to the exchange agent for immediate delivery to the depositary bank or its nominee, solely in its capacity as such, a number of New Just Eat Takeaway.com Shares equal to the number of New Just Eat Takeaway.com ADSs issuable pursuant to the Transaction and (ii) cause to be issued and delivered to the exchange agent for the account and benefit of the former Grubhub Stockholders (A) receipts representing the New Just Eat Takeaway.com ADSs issuable pursuant to the Merger Agreement and (B) cash in an amount sufficient to make all requisite payments of (x) cash in lieu of fractional shares and (y) dividends or other distributions to which such holders are entitled, in each case without interest (subject to any applicable withholding tax) and in accordance with the Merger Agreement.

As soon as practicable after the first effective time (and in no event later than five (5) Business Days after the first effective time), Just Eat Takeaway.com will cause the exchange agent to mail to each Grubhub Stockholder as of the Grubhub record date: (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title to any certificates representing Grubhub Shares shall pass, only upon delivery of such certificates or affidavits of loss in lieu of such certificates to the exchange agent and (ii) instructions explaining the procedure for surrendering Grubhub stock certificates (or affidavits of loss in lieu of such certificates), if any, or book-entry shares in exchange for the merger consideration. Upon surrender of a Grubhub stock certificate (or affidavit of loss in lieu of such certificate) or receipt of an “agent’s message” by the exchange agent in the case of book-entry shares to the exchange agent in accordance with the terms of the letter of transmittal duly executed, the holder of a Grubhub Share which was converted into the merger consideration will be entitled to receive, subject to any required withholding taxes, the merger consideration, together with (x) cash in lieu of any fractional New Just Eat Takeaway.com ADSs to which such holder is entitled and (y) any dividends or other distributions to which such holder is entitled, in each case without interest (subject to any applicable withholding tax), for each Grubhub Share surrendered, and any certificates representing Grubhub Shares surrendered will be cancelled. Unless requested otherwise by Grubhub, the New Just Eat Takeaway.com ADSs to be delivered as merger consideration will be eligible for settlement through The Depository Trust Company (“DTC”) and issued in uncertificated book-entry form through the procedures of DTC unless a physical New Just Eat Takeaway.com ADS is requested or otherwise required by applicable law.

Grubhub Stockholders will be entitled to receive all dividends or other distributions declared or made by Just Eat Takeaway.com after the first effective time, with a record date after the first effective time. However, no dividends or other distributions will be paid to the holder of any unsurrendered Grubhub Share until the holder of such Grubhub Share surrenders such share. Following the surrender of such share, the holder of whole New Just Eat Takeaway.com ADSs issued in exchange will be paid without interest (subject to any applicable law or withholding tax), (1) promptly, the amount of any dividends or other distributions with a record date after the first effective time and paid with respect to such whole New Just Eat Takeaway.com ADS and (2) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the first effective time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole New Just Eat Takeaway.com ADS.

Upon Just Eat Takeaway.com’s reasonable determination Just Eat Takeaway.com may, or upon Grubhub’s reasonable request to the extent reasonably practicable Just Eat Takeaway.com will, permit (but not obligate) Grubhub Stockholders to elect to receive a number of Just Eat Takeaway.com Shares (or Just Eat Takeaway.com CDIs) equal to the exchange ratio for each outstanding Grubhub Share in lieu of New Just Eat Takeaway.com ADSs issuable as the merger consideration. As of the date of this proxy statement/prospectus, neither Just Eat Takeaway.com nor Grubhub intends to make such election available to Grubhub Stockholders.

Just Eat Takeaway.com and the exchange agent are entitled to deduct and withhold any applicable taxes from any merger consideration that would otherwise be payable pursuant to the Merger Agreement.

In connection with the Transaction, each option that represents the right to acquire Grubhub Shares (each, a “Grubhub option”) that is outstanding immediately prior to the first effective time, whether or not then vested or exercisable, will, at the first effective time, be converted into an option to acquire Just Eat Takeaway.com ADSs (each, an “assumed option”). The number of Just Eat Takeaway.com ADSs underlying each assumed option will equal the product of (i) the number of Grubhub Shares subject to such Grubhub option as of immediately prior to the first effective time and (ii) the exchange ratio divided by the ADS ratio, rounded down to the nearest number of whole Just Eat Takeaway.com ADSs. The exercise price per share of each assumed option will be

In addition, each restricted stock unit award with respect to Grubhub Shares (each, a “Grubhub RSU”) that is outstanding immediately prior to the first effective time will, at the first effective time, be converted into a restricted stock unit with respect to a number of Just Eat Takeaway.com ADSs (each, an “assumed RSU”) equal to the product of (i) the number of Grubhub Shares subject to such Grubhub RSU immediately prior to the first effective time and (ii) the exchange ratio divided by the ADS ratio, rounded to the nearest number of whole Just Eat Takeaway.com ADSs. Each assumed RSU will otherwise be subject to the other terms and conditions that applied to the corresponding Grubhub RSU immediately prior to the first effective time.

Just Eat Takeaway.com may substitute Just Eat Takeaway.com Shares for Just Eat Takeaway.com ADSs as the security underlying the assumed options or assumed RSUs. In such case, the number of Just Eat Takeaway.com Shares underlying such assumed options or assumed RSUs will equal the product of (i) the number of Grubhub Shares subject to such Grubhub option or Gruhhub RSU as of immediately prior to the first effective time and (ii) the exchange ratio, rounded down to the nearest number of whole Just Eat Takeaway.com Shares in the case of assumed options or rounded to the nearest number of whole Just Eat Takeaway.com Shares in the case of assumed RSUs, and the exercise price per share of each assumed option will be equal to (x) the exercise price per share of the corresponding Grubhub option divided by (y) the exchange ratio, rounded up to the nearest whole cent. Upon the exercise of an assumed option or settlement of an assumed RSU, the Just Eat Takeaway.com Shares underlying such assumed options or assumed RSUs, as applicable, may be deposited in Stichting Administratiekantoor Takeaway.com (the “STAK”). The STAK will hold such Just Eat Takeaway.com Shares on behalf of the former holder of the assumed option or assumed RSU, as applicable, and will exercise all voting rights with respect to such Just Eat Takeaway.com Shares. The former holder will receive one STAK depository receipt, for each deposited Just Eat Takeaway.com Share. Each STAK depository receipt will entitle the holder thereof to all economic benefits of the underlying Just Eat Takeaway.com Shares and, subject to any blackout or restrictions under applicable law, entitle such holder to direct the STAK to sell the underlying Just Eat Takeaway.com Shares and transfer the proceeds to such holder. If Just Eat Takeaway.com does not elect to deposit the underlying Just Eat Takeaway.com Shares into the STAK, such awards will be settled in Just Eat Takeaway.com Shares. The determination of whether to settle the assumed awards in Just Eat Takeaway.com Shares or STAK depository receipts will be made by Just Eat Takeaway.com in its sole discretion, provided that Just Eat Takeaway.com acts reasonably in making such determination. As of the date of this proxy statement/prospectus, Just Eat Takeaway.com intends on settling Grubhub assumed awards in STAK depository receipts.

In considering the recommendation of the Grubhub Board with respect to the Merger Agreement and the Transaction, you should be aware that Grubhub’s directors and executive officers have economic interests in the Transaction that are different from, or in addition to, those of Grubhub Stockholders generally. These interests may create potential conflicts of interest. The Grubhub Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Transaction, and in reaching both its determination that the Transaction is in the best interests of Grubhub and the Grubhub Stockholders, and its decision to approve and declare advisable the Merger Agreement and the Transaction. These material interests are summarized below:

Equity awards held by Grubhub’s directors and executive officers that are outstanding immediately prior to the first effective time will generally be subject to the following treatment as of the first effective time in accordance with the Merger Agreement:

The amounts described in the table below represent the expected value of the equity awards held by Grubhub’s directors and executive officers. The amounts below have been calculated assuming that (i) as required under SEC rules, the closing share price of a Grubhub Share on Completion is $62.19 (the “estimated closing value”), which is equal to the average closing price of a Grubhub Share over the first five business days

Each Grubhub RSU and Grubhub option held by Grubhub’s executive officers will (i) at the first effective time, be converted into an assumed RSU or assumed option, as applicable, and remain subject to all terms and conditions applicable to corresponding awards and (ii) immediately become fully vested upon a termination by Just Eat Takeaway.com without cause or by the executive for good reason (a “qualifying termination”) that occurs during a period ending 12 months after Completion. In addition, outstanding Grubhub options held by Grubhub’s executive officers will also be subject to a one-year post termination exercise period following a qualifying termination.