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660939 JustEast_Prospectus_Cov.indd 1-3 25/03/2014 21:12

Admission to the High Growth Segment of the Main Market of the London Stock Exchange isprimarily intended for high growth companies, which are likely to have a lower proportion ofsecurities in public hands at admission than companies admitted to the Official List. HighGrowth Segment securities are not admitted to the Official List of the Financial ConductAuthority (“Official List”). Therefore the Company has not been required to satisfy the eligibilitycriteria for admission to listing on the Official List and is not required to comply with theFinancial Conduct Authority’s Listing Rules. The London Stock Exchange has not examined orapproved the contents of this document. A prospective investor should be aware of the risks ofinvesting in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with an independent financial adviser.

A copy of this document, which comprises a prospectus (the “Prospectus”) relating to JUST EAT plc(the “Company”), prepared in accordance with the prospectus rules of the Financial Conduct Authority(“FCA”) made pursuant to section 73A of the Financial Services and Markets Act 2000, as amended(“FSMA”), has been filed with the FCA and made available to the public in accordance with Rule 3.2 ofthe Prospectus Rules. This document has been approved as a prospectus by the FCA undersection 87A of the FSMA.

Application has been made to the London Stock Exchange for all of the Ordinary Shares, currently inissue and to be issued pursuant to the Offer described in this document, to be admitted to trading on theHigh Growth Segment of the London Stock Exchange plc’s (“London Stock Exchange”) Main Market(“Admission”). Admission to the London Stock Exchange’s Main Market constitutes admission to tradingon a regulated market. As at the date of this document, no Ordinary Shares are admitted to trading on aregulated market. Conditional dealings in the Ordinary Shares are expected to commence on the LondonStock Exchange at 8.00am (London time) on 3 April 2014. It is expected that Admission will becomeeffective and that unconditional dealings on the London Stock Exchange in the Ordinary Shares willcommence at 8.00am (London time) on 8 April 2014. Any dealings in the Ordinary Shares before thecommencement of unconditional dealings will be on a “when issued” basis and of no effect if Admissiondoes not take place and such dealings will be at the sole risk of the parties concerned. No application hasbeen, or is currently intended to be, made for such Ordinary Shares to be admitted to listing or dealt withon any other stock exchange.

Prospective investors should read the whole of this document and, in particular, Part II (RiskFactors) for a discussion of certain risks and other factors that should be considered inconnection with any investment in the Ordinary Shares.

JUST EAT PLC

(incorporated and registered in England and Wales under theCompanies Act 2006 with registered number 06947854)

Offer of 138,502,501 Ordinary Shares of £0.01 each at an Offer Priceof 260p per Ordinary Share and

admission to trading on the High Growth Segment ofthe Main Market of the London Stock Exchange

Joint Global Co-ordinatorand Joint Bookrunner

Key Adviser, Joint Global Co-ordinatorand Joint Bookrunner

Goldman Sachs International J.P. Morgan Cazenove

Co-lead ManagerOakley Capital

Advisers to JUST EATTorch Partners

EXPECTED ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSIONIssued and fully paid

Number Amount

563,592,935 £5,635,929

The Company intends to issue 38,461,538 new Ordinary Shares (“New Ordinary Shares”) under theOffer and the Selling Shareholders intend to sell in aggregate 100,040,963 existing Ordinary Shares(“Existing Ordinary Shares”) under the Offer (the New Ordinary Shares and the Existing OrdinaryShares, together the “Offer Shares”).

The Offer Shares will, upon Admission, rank pari passu in all respects with each other and with allOrdinary Shares then in issue and will rank in full for all dividends and other distributions declared inrespect of the Ordinary Shares following Admission.

The distribution of this document and the offer, issue and sale of the Ordinary Shares in certainjurisdictions may be restricted by law and therefore persons into whose possession this document maycome should inform themselves about and observe any such restrictions. Any failure to comply withthese restrictions may constitute a violation of the securities laws of any such jurisdiction. No actionhas been or will be taken by the Company, Goldman Sachs International (“Goldman Sachs”),J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P.MorganCazenove (“J.P.Morgan Cazenove”) or Oakley Capital Limited (“Oakley”) that would permitpossession or distribution of this document or any other material relating to the Ordinary Shares in anycountry or jurisdiction where action for that purpose is required, other than in the United Kingdom. Thisdocument does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, OrdinaryShares in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the“Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of theUnited States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred,directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act and in compliance with any applicablesecurities laws of any state or other jurisdiction of the United States. The Offer Shares are beingoffered and sold (i) outside the United States in reliance on Regulation S under the Securities Act(“Regulation S”) and (ii) in the United States only to persons the sellers reasonably believe to be“qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act (“Rule 144A”)in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act.Prospective investors are hereby notified that the sellers of the Ordinary Shares may be relying uponthe exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

Neither the US Securities and Exchange Commission, nor any securities regulatory authority of anystate of the United States, has approved the Ordinary Shares or passed upon the adequacy oraccuracy of this document. Any representation to the contrary is a criminal offense in the UnitedStates.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT ASECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEWHAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHERANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR ASECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED INANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVENAPPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, ORCAUSE TO BE MADE, TO ANY PROSPECTIVE INVESTOR, CUSTOMER OR CLIENT ANYREPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

TABLE OF CONTENTS

Page

Part I SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Part II RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Part III IMPORTANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Part IV DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS . . . . . 32

Part V EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS . . . . . . . . . 33

Part VI INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Part VII BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Part VIII DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE . . . . . . . . . . . 54

Part IX SELECTED FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Part X OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Part XI CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

Part XII HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

Part XIII PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

Part XIV DETAILS OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

Part XV TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

Part XVI ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

Part XVII GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208

Part XVIII DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209

[THIS PAGE INTENTIONALLY LEFT BLANK]

PART I

SUMMARY

Summaries are made up of disclosure requirements known as ‘Elements’. These elements arenumbered in Sections A — E (A.1 — E.7).

This summary contains all the Elements required to be included in a summary for this type of securitiesand Issuer. Because some Elements are not required to be addressed, there may be gaps in thenumbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securitiesand Issuer, it is possible that no relevant information can be given regarding the Element. In this case ashort description of the Element is included in the summary with the mention of ‘not applicable’.

Section A — Introduction and Warnings

A.1 Introduction and warnings This summary should be read as an introduction to theprospectus.

Any decision to invest in the securities should be basedon consideration of the prospectus as a whole by theinvestor.

Where a claim relating to the information contained in aprospectus is brought before a court, the plaintiff investormight, under the national legislation of the MemberStates, have to bear the costs of translating theprospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who havetabled the summary, including any translation thereof, butonly if the summary is misleading, inaccurate orinconsistent when read together with the other parts ofthe prospectus or it does not provide, when read togetherwith the other parts of the prospectus, key information inorder to aid investors when considering whether to investin such securities.

A.2 Consent for intermediaries Not applicable. No consent is given for the use of thisdocument for any resale or final placement of securitiesby financial intermediaries.

Section B — Issuer

B.1 Legal and commercial name JUST EAT plc.

B.2 Domicile, legal form,applicable legislation andcountry of incorporation

The Company is a public limited company, incorporatedin England and Wales with registered number 06947854and its registered office situated in England. TheCompany operates under the Companies Act.

B.3 Key factors of the Company’scurrent operations andprincipal activities

JUST EAT operates the world’s largest onlinemarketplace for restaurant delivery based on averagesearch volume in 2013, according to the Google keywordresearch tool. JUST EAT provides consumers oftakeaway food with an easy and secure way to order fromtakeaway restaurants in their local area. Takeawayrestaurants contract with the Group to join the JUST EATplatform and have their menu made accessible to

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consumers. JUST EAT’s websites and mobile apps allowconsumers to search for local takeaway restaurants,place orders online and pay online or by cash on delivery.The online orders are transmitted to and accepted bytakeaway restaurants via JustConnect Terminals(“JCTs”), which send confirmations to consumers,following which the takeaway restaurants prepare anddeliver the food.

The Company primarily derives its revenue fromcommissions charged to restaurants on the value of ordersplaced through its platform, which were on averageapproximately 10.7% for the year ended 31 December2013. In addition, takeaway restaurants that join the JUSTEAT network pay sign-up fees of up to approximately£850, depending on their geographical market.Restaurants may also pay JUST EAT fees for ordersplaced by credit or debit card, which the restaurants maychoose to pass on to consumers, or for additional services,such as promotional top-placement marketing on theCompany’s platform, and merchandise, such as JUST EATbranded packaging and menus. In certain countries, JUSTEAT charges consumers a fixed fee on orders paid for bycredit or debit card. For the year ended 31 December2013, 87.5% of JUST EAT’s revenue was order-driven(consisting of commission revenue and payment card feerevenue, which together constitute B2C revenue).

B.4a Significant recent trendsaffecting the Company and itsindustry

JUST EAT operates in the takeaway food market. Thedelivery part of this market is estimated by the Company tohave been worth £58 billion globally in 2013. In recentyears, the takeaway food market has been growing fasterthan GDP, with online ordering growing much faster, fuelledby the adoption of e-commerce and increased smartphone/tablet penetration, according to “Consumer Foodservice inthe UK” by Euromonitor and EIU. The online channel shiftexperienced in the ordering of takeaway food is similar tothe migration towards the use of the Internet by consumersin other highly fragmented markets, such as restaurantbookings, travel and hospitality, tickets for liveentertainment and classified advertising.

The global takeaway market has grown in value from 2010to 2013 at a CAGR of 1.6%, according to Euromonitor. Thisgrowth has been driven by changing lifestyles, with busierdaily routines resulting in an increasing number ofconsumers ordering food with increasing frequency fromtakeaway restaurants offering an array of food varieties,instead of cooking at home. The online ordering channelhas grown significantly faster than the overall takeawaymarket, driven by general e-commerce adoption andincreased mobile usage, in addition to the value propositionthat online takeaway aggregators such as JUST EAT offerto both consumers and participating restaurants.

The Directors believe the online takeaway industrybenefits from strong and favourable market dynamics and

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expect growth in the online takeaway market to continue,driven by general e-commerce adoption and theincreasing use and penetration of mobile devices.

B.5 Description of the Group The Company is the holding company of the Group andhas 24 wholly owned subsidiaries and investments in fourentities which are not wholly owned. The Group’s keyoperations are Just-Eat.dk ApS, Just Eat Holding Limited,Just-Eat.co.uk Limited and Eat Online Sa.

B.6 Interests in the Company andvoting rights

As at 2 April 2014, being the latest practicable date priorto publication of this document (the “Latest PracticableDate”), insofar as is known to the Company, the followingpersons had an interest which represents 3% or more ofthe voting share capital of the Company (assuming that aproposed share capital re-organisation has taken placeand taking into account the number of Existing OrdinaryShares to be sold, and the number of New OrdinaryShares to be issued, in connection with the Offer andassuming that the Over-allotment Option has not beenexercised):

Shareholder

Number of OrdinaryShares (as at theLatest Practicable

Date) held

Percentageof voting

sharecapital

SM Trust(1) . . . . . . . . . . . . . . . . . 134,472,442 23.9%

Index Ventures(2) . . . . . . . . . . . . 118,373,488 21.0%

Vitruvian Partners(3) . . . . . . . . . . 61,580,327 10.9%

Redpoint Ventures(4) . . . . . . . . . 34,023,695 6.0%

Greylock I LP . . . . . . . . . . . . . . . 23,799,939 4.2%

(1) STM Fidecs Trust Company Limited is the holder of registered legaltitle to the Ordinary Shares beneficially owned by SM Trust.

(2) Index Ventures is a venture capital advisory group that holds itsinterests in the Ordinary Shares through: Index Ventures Growth I(Jersey), LP; Index Ventures Growth I Parallel Entrepreneur Fund(Jersey), LP; Index Ventures V (Jersey), LP; Index Ventures VParallel Entrepreneur Fund (Jersey), LP; and Yucca (Jersey) SLP.

(3) Vitruvian Partners LLP is an independent private equity firm thatholds its interests in the Ordinary Shares through Munch S.à r.l.

(4) Redpoint Ventures is a growth equity and venture capital firm thatholds its interests in the Ordinary Shares through Redpoint Omega,LP and Redpoint Omega Associates LLC.

So far as the Company is aware, no person or persons,directly or indirectly, jointly or severally, own or exerciseor could exercise control over the Company.

There are no differences between the voting rightsenjoyed by the shareholders described above and thoseenjoyed by any other holder of Ordinary Shares.

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B.7 Selected historical financialinformation

Consolidated income statement

The table below sets out the consolidated incomestatements of the Group for the years ended31 December 2013, 2012 and 2011.

Year ended 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)Revenue . . . . . . . . . . . . . . . . . . . . . . . 96,753 59,770 33,765Cost of sales . . . . . . . . . . . . . . . . . . . . (9,988) (5,062) (3,156)

Gross Profit . . . . . . . . . . . . . . . . . . . . 86,765 54,708 30,609Long term employee incentive

costs . . . . . . . . . . . . . . . . . . . . . . (1,731) (1,624) (231)Exceptional items . . . . . . . . . . . . . . (968) (7,547) (450)Other administrative expenses . . . (77,286) (54,679) (31,428)

Administrative expenses . . . . . . . . . . (79,985) (63,850) (32,109)Share of results of joint ventures and

associates . . . . . . . . . . . . . . . . . . . . 11 (521) (257)

Operating profit/(loss) . . . . . . . . . . . 6,791 (9,663) (1,757)Other gains . . . . . . . . . . . . . . . . . . . . . 3,363 6,946 —Finance income . . . . . . . . . . . . . . . . . 172 206 99Finance costs . . . . . . . . . . . . . . . . . . . (145) (117) (74)

Profit/(loss) before tax . . . . . . . . . . . 10,181 (2,628) (1,732)Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,410) (1,877) 497

Profit/(loss) for the year . . . . . . . . . 6,771 (4,505) (1,235)

Underlying EBITDA1 . . . . . . . . . . . . . 14,077 2,278 99

(1) “Underlying EBITDA” means earnings before finance income andcosts, taxation, depreciation and amortisation (“EBITDA”) andadditionally excludes the Group’s share of depreciation andamortisation of joint ventures and associates, long term employeeincentive costs, exceptional items, currency translation differencesand ‘other gains and losses’ (being profits or losses arising on thedisposal of operations).

The table below presents a reconciliation of profit/(loss)for the year to Underlying EBITDA for the years ended31 December 2013, 2012 and 2011.

Year ended 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)Profit/(loss) for the year . . . . . . . . . . . . 6,771 (4,505) (1,235)

Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,410 1,877 (497)Finance costs . . . . . . . . . . . . . . . . . . . 145 117 74Finance income . . . . . . . . . . . . . . . . . . (172) (206) (99)Other gains . . . . . . . . . . . . . . . . . . . . . (3,363) (6,946) —

Operating profit/(loss) . . . . . . . . . . . . . 6,791 (9,663) (1,757)Depreciation — Subsidiaries . . . . . . . 2,708 1,760 1,114Amortisation — Subsidiaries . . . . . . . 919 529 155Depreciation and amortisation —

Joint Ventures and associates . . . . 421 361 44Long term employee incentive

costs . . . . . . . . . . . . . . . . . . . . . . . . . 1,731 1,624 231Foreign currency (gains)/losses . . . . . 539 120 (138)Exceptional items . . . . . . . . . . . . . . . . 968 7,547 450

Underlying EBITDA . . . . . . . . . . . . . . . 14,077 2,278 99

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Consolidated balance sheet

The table below sets out the consolidated balance sheetsof the Group as at 31 December 2013, 2012 and 2011.

As at 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)Non-current assetsGoodwill . . . . . . . . . . . . . . . . . . . . . . . . 10,245 6,957 4,587Other intangible assets . . . . . . . . . . . 3,424 3,342 1,334Property, plant and equipment . . . . . 5,481 5,013 2,861Investments . . . . . . . . . . . . . . . . . . . . . — — 6,918Investments in joint ventures and

associates . . . . . . . . . . . . . . . . . . . . 7,749 7,167 7,247Deferred tax assets . . . . . . . . . . . . . . 940 772 1,026

27,839 23,251 23,973

Current assetsInventories . . . . . . . . . . . . . . . . . . . . . . 743 435 42Trade and other receivables . . . . . . . 3,872 4,492 2,432Current tax assets . . . . . . . . . . . . . . . 241 — —Cash and cash equivalents . . . . . . . . 61,620 50,026 7,858

66,476 54,953 10,332

Total assets . . . . . . . . . . . . . . . . . . . . 94,315 78,204 34,305

Current liabilitiesTrade and other payables . . . . . . . . . (33,381) (25,020) (11,024)Current tax liabilities . . . . . . . . . . . . . . (1,093) (1,564) (91)Borrowings . . . . . . . . . . . . . . . . . . . . . — — (63)Deferred revenue . . . . . . . . . . . . . . . . (3,982) (2,442) (1,715)Provision for liabilities . . . . . . . . . . . . — (718) (485)

(38,456) (29,744) (13,378)

Net current assets/(liabilities) . . . . 28,020 25,209 (3,046)

Non-current liabilitiesDeferred tax liabilities . . . . . . . . . . . . . (442) (703) (1,360)Deferred revenue . . . . . . . . . . . . . . . . (1,212) (1,287) (751)Provision for liabilities . . . . . . . . . . . . (101) — (645)Other long-term liabilities . . . . . . . . . . (498) — —

(2,253) (1,990) (2,756)

Total liabilities . . . . . . . . . . . . . . . . . . (40,709) (31,734) (16,134)

Net assets . . . . . . . . . . . . . . . . . . . . . 53,606 46,470 18,171

Total equity . . . . . . . . . . . . . . . . . . . . 53,606 46,470 18,171

Consolidated statement of cash flows

The table below sets out extracts from the consolidatedstatements of cash flows of the Group for the years ended31 December 2013, 2012 and 2011.

Year ended 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)Net cash from operating activities . . . . 19,213 10,103 4,885Net cash used in investing activities . . (7,681) (3,140) (14,552)Net cash from financing activities . . . . 13 35,167 12,643

Net increase in cash and cashequivalents . . . . . . . . . . . . . . . . . . . . . 11,545 42,130 2,976

Cash and cash equivalents at the endof the year . . . . . . . . . . . . . . . . . . . . . 61,620 50,026 7,858

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The summary below presents certain significant changes inJUST EAT’s financial condition and results of operationsduring the years ended 31 December 2013, 2012 and 2011.

JUST EAT’s revenue was £96.8 million, £59.8 million and£33.8 million for the years ended 31 December 2013, 2012and 2011, respectively. Revenue for the year ended31 December 2013 increased by 61.9% compared to2012, primarily due to an increase in the number of ordersand average revenue per order. Revenue for the yearended 31 December 2012 increased by 77.0% comparedto 2011, primarily due to the increase in the number oforders as a result of growth in the number of takeawayrestaurants in the JUST EAT network and the increase inthe number of consumers transacting through JUST EAT,particularly as the JUST EAT brand has grown.

JUST EAT’s administrative expenses were £80.0 million,£63.9 million and £32.1 million for the years ended31 December 2013, 2012 and 2011, respectively. Theincrease in administrative expenses during the periodsunder review was primarily due to the increase in salarycosts, mainly as a result of the expansion of the UKbusiness and the related increase in full time employees ofthe Company. In addition, marketing costs increased duringthe periods under review due to the Company’s decision toinvest in the JUST EAT brand both in the UK and in JUSTEAT’s overseas operations.

JUST EAT had operating profit of £6.8 million for the yearended 31 December 2013 and operating losses of£9.7 million and £1.8 million for the years ended31 December 2012 and 2011, respectively. Theimprovement in the operating result for the year ended31 December 2013 compared to 2012 was primarily due tothe growth in revenue (particularly in the UK) and leveragingof the Group’s cost base. The increase in operating lossesof £7.9 million for the year ended 31 December 2012compared to 2011 was mainly due to impairment charges of£7.3 million primarily relating to the Dutch business.

Underlying EBITDA was £14.1 million, £2.3 million and£0.1 million for the years ended 31 December 2013, 2012and 2011, respectively. Growth in Underlying EBITDAduring the periods under review reflected growth in theUK and Denmark, offset by negative Underlying EBITDAin a number of other countries where the Company hasbeen implementing its strategy of incurring greater coststo expand its network of takeaway restaurants, buildbrand awareness and increase the scale of the business.

JUST EAT has generated positive net cash fromoperating activities during each of the periods underreview. Net cash from operating activities amounted to£19.2 million, £10.1 million and £4.9 million for the yearsended 31 December 2013, 2012 and 2011, respectively.The increases in net cash from operating activities duringthe periods under review were mainly due to the growthin number of orders and the increasing proportion oforders paid for by credit or debit card, for which JUSTEAT collects payment on behalf of the takeawayrestaurants.

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There has been no significant change in JUST EAT’sfinancial condition or results of operations since31 December 2013.

B.8 Selected unaudited pro formafinancial information

The unaudited pro forma statement of net assets set outbelow has been prepared to illustrate the effect of the Offeron the Group’s net assets as if the Offer had taken place on31 December 2013. This unaudited pro forma statement ofnet assets has been prepared for illustrative purposes onlyand, because of its nature, addresses a hypotheticalsituation and, therefore, does not represent the Group’sactual financial position or results. The unaudited pro formastatement of net assets is compiled on the basis set outbelow from the IFRS consolidated balance sheet of theCompany as at 31 December 2013. It may not, therefore,give a true picture of the Group’s financial position or resultsnor is it indicative of the results that may, or may not, beexpected to be achieved in the future. The pro formafinancial information has been prepared on the basis set outin the notes below and in accordance with Annex II to theProspectus Directive Regulation.

As at31 December

2013(1)

AdjustmentsIPO

Proceeds(2)

UnauditedPro

Forma(3)(4)

£‘000 £‘000 £‘000Non-current assetsGoodwill . . . . . . . . . . . . 10,245 — 10,245Other intangible

assets . . . . . . . . . . . . 3,424 — 3,424Property, plant and

equipment . . . . . . . . . 5,481 — 5,481Investments in joint

venture . . . . . . . . . . . 7,353 — 7,353Investments in

associates . . . . . . . . . 396 — 396Deferred tax assets . . . 940 — 940

27,839 — 27,839

Current assetsInventories . . . . . . . . . . 743 — 743Trade and other

receivables . . . . . . . . 3,872 — 3,872Current tax assets . . . . 241 — 241Cash and cash

equivalents . . . . . . . . 61,620 94,030 155,650

66,476 94,030 160,506

Total assets . . . . . . . . 94,315 94,030 188,345

Current liabilitiesTrade and other

payables . . . . . . . . . . (33,381) — (33,381)Current tax liabilities . . (1,093) — (1,093)Deferred revenue . . . . . (3,982) — (3,982)

(38,456) — (38,456)

Net current assets . . . 28,020 94,030 122,050

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As at31 December

2013(1)

AdjustmentsIPO

Proceeds(2)

UnauditedPro

Forma(3)(4)

£‘000 £‘000 £‘000

Non-current liabilitiesDeferred tax

liabilities . . . . . . . . . . (442) — (442)Deferred revenue . . . . . (1,212) — (1,212)Provisions for

liabilities . . . . . . . . . . (101) — (101)Other long term

liabilities . . . . . . . . . . (498) — (498)

(2,253) — (2,253)

Total liabilities . . . . . . (40,709) — (40,709)

Net assets . . . . . . . . . . 53,606 94,030 147,636

(1) The financial information has been extracted from the historicalfinancial information set out in Part XII (Historical FinancialInformation).

(2) The adjustment reflects an estimate of the proceeds of the Offer of£100.0 million, after deduction of estimated fees and expenses of£6.0 million (which do not include £1.4 million of expenses thatwere charged to the income statement during the year ended 31December 2013).

(3) The unaudited pro forma statement of net assets does notconstitute financial statements within the meaning of section 434 ofthe Companies Act.

(4) The unaudited pro forma statement of net assets does not reflectany trading results or other transactions undertaken by the Groupsince 31 December 2013.

B.9 Profit forecast or estimate Not applicable. No profit forecast or estimate is includedin this document.

B.10 Nature of any qualifications inaudit report

Not applicable. No qualifications are included in any auditreport on the historical financial information included inthis document.

B.11 Explanation in respect ofinsufficient working capital

Not applicable. The Company is of the opinion that,taking into account the proceeds of the Offer, JUST EAThas sufficient working capital for its present requirements,that is, for at least twelve months following the date ofpublication of this document.

Section C — Securities

C.1 Type and class of securitiesbeing offered and admitted totrading

The Offer comprises Ordinary Shares in the capital of theCompany.

When admitted to trading, the Ordinary Shares will beregistered with ISIN GB00BKX5CN86.

C.2 Currency The Ordinary Shares are denominated in pounds sterling(“GBP” or “£”).

C.3 Issued share capital The issued share capital of the Company immediatelyfollowing Admission will comprise 563,592,935 OrdinaryShares each with a nominal value of £0.01 in issue (all ofwhich will be fully paid or credited as fully paid).

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C.4 Rights attached to theOrdinary Shares

The Ordinary Shares rank equally in all respects andhave the following rights attaching to them:

• on a show of hands at a general meeting everymember present in person has one vote and everyproxy or representative present who has been dulyappointed by a member entitled to vote has one vote;and on a poll every member (whether present inperson or by proxy or representative) has one voteper Ordinary Share;

• the right to receive dividends on a pari passu basis;and

• if the Company is wound up, with the sanction of aspecial resolution and any other sanction required bylaw and subject to the Companies Act, the liquidatormay divide among the members in specie the wholeor any part of the assets of the Company and for thatpurpose may value any assets and determine howthe division shall be carried out as between themembers or different classes of members.

C.5 Restrictions on freetransferability of thesecurities

There are no restrictions on the free transferability of theOrdinary Shares set out in the constitutional documentsof the Company.

C.6 Admission to trading onregulated market

Application has been made to the London StockExchange for admission of the Ordinary Shares to theHigh Growth Segment of the Main Market operated bythe London Stock Exchange. It is expected thatconditional dealings in the Ordinary Shares willcommence on 3 April 2014 with Admission taking placeon 8 April 2014. No application has been, or is currentlyintended to be, made for the Ordinary Shares to beadmitted to listing or dealt in on any other stockexchange.

The Company intends to apply for admission to theOfficial List at a future date. At the date of this document,the Company considers that the only requirement underthe Listing Rules that it may be unable to meet, in orderto satisfy the eligibility requirements for admission to thepremium listing segment of the Official List of the FCA, isthe requirement under Listing Rule 6.1.19R that asufficient number of the Company’s shares are distributedto the public in one or more EEA states. In the future, theCompany anticipates that it will be able to meet therequirements of Listing Rule 6.1.19R as a result of itscurrent shareholders selling shares in the Company tomembers of the public in one or more EEA states.

C.7 Dividend policy The Offer Shares will rank in full for dividends or otherdistributions declared in respect of Ordinary Shares afterAdmission. The Company intends to retain any earningsto expand the growth and development of its businessand, therefore, does not anticipate paying dividends inthe foreseeable future.

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Section D — Risks

D.1 Key risks related to theCompany and its industry

Prior to making an investment decision in relation to theOrdinary Shares, prospective investors should consider,together with the other information contained in thisdocument, the factors and risks attaching to aninvestment in the Company, including the following risks:

• Consumer acceptance of ordering takeaway foodonline and through aggregator portals may not besustained or improve, and may affect the Company’sability to attract and retain consumers and takeawayrestaurants and maintain or increase the number oforders received.

• Takeaway restaurants may not continue to acceptthe value proposition of online aggregator portals likeJUST EAT, such that the number of takeawayrestaurants that sign up to the JUST EAT platformmay not increase.

• The Company relies on its interdependent ITsystems to manage the process of online takeawayfood ordering, and a failure in any one of them,especially with respect to a significant number ofJCTs, may disrupt the efficiency and functioning ofthe Company’s operations.

• The Company is dependent on the reputation of andvalue associated with its brands, which are critical toretaining existing and attracting new consumers andtakeaway restaurants to JUST EAT.

• The Company faces competition from othercompanies and potential new entrants to the industryor the markets in which the Company currentlyoperates, and competitive pressures or theCompany’s inability to adapt effectively and quicklyto a changing competitive landscape could affectdemand for the Company’s services and thereby itsprices, fees and margins.

• Changes to search engines’ algorithms or terms ofservices could cause the Company’s websites to beexcluded from or ranked lower in organic searchresults, which could significantly reduce theCompany’s ability to direct higher margin consumertraffic to its platform, thereby increasing consumeracquisition costs.

• The Company is subject to risks relating to thereceipt and processing of online payments, includingrisks in relation to regulations, compliancerequirements and exposure to fraud.

• The Company is responsible for the cash that it holdson behalf of takeaway restaurants arising frompayments made by credit or debit card, and any lossof cash through bank failures or other factors beyondJUST EAT’s control may have a material adverseeffect on the Company’s reputation, business andfinancial condition.

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D.3 Key risks related to theOrdinary Shares

• Future sales or issues of Ordinary Shares, or thepossibility or perception of such future sales orissues, may affect the market price of the OrdinaryShares.

• An active or liquid market for the Ordinary Sharesmay not develop, and consequently investors mayhave difficulty selling their Ordinary Shares or maynot be able to sell their Ordinary Shares at or abovethe Offer Price.

• The market price of the Ordinary Shares may bevolatile, which could cause the value of aninvestment in the Ordinary Shares to decline.

Section E — Offer

E.1 Total net proceeds andestimate of total expenses

The Company expects to receive net proceeds ofapproximately £94.0 million, after estimated expenses ofapproximately £6.0 million (which do not include£1.4 million of expenses that were charged to the incomestatement during the year ended 31 December 2013).

The Selling Shareholders expect to receive net proceedsof approximately £249.5 million, after estimated totalexpenses of approximately £10.6 million.

No expenses will be charged to investors.

E.2a Reasons for the Offer and useof proceeds

The Directors believe that the Offer will provide additionalcapital to support the development and growth of JUSTEAT and that Admission will enhance JUST EAT’s profileand increase JUST EAT’s brand recognition andcredibility. In addition, the Offer will create a market in theOrdinary Shares for existing Shareholders and providethe Selling Shareholders with a partial realisation of theirinvestment in the Company.

The Company intends to use the net proceeds it receivesfrom the Offer for general corporate purposes, includingto support growth in the business following Admission. Inparticular the Company intends to seek opportunities toacquire complementary businesses within existingterritories, to expand into one or more additionalterritories or to acquire related technologies to supportthe growth of its core business. Until the Company usesthe net proceeds of the Offer for a particular purpose, itintends to invest such proceeds in short term, interestbearing securities or similar deposits.

E.3 Terms and conditions of theOffer

The Offer comprises an offer of:• 38,461,538 New Ordinary Shares to be issued by the

Company; and

• 100,040,963 Existing Ordinary Shares to be sold bythe Selling Shareholders.

Under the Offer, all Offer Shares will be sold at the OfferPrice, which will be determined by the Company and theMajor Selling Shareholders in consultation with the JointBookrunners. A number of factors will be considered indeciding the Offer Price and the bases of allotment under

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the Offer, including the level and nature of demand for OfferShares and the objective of encouraging the development ofan orderly after-market in the Ordinary Shares.

The Offer comprises an offer to certain institutional andprofessional investors in the United Kingdom andelsewhere outside the United States in reliance onRegulation S and in the United States only to QIBs inreliance on Rule 144A or another exemption from theregistration requirements of the Securities Act.

Over-allotment Shares (representing up to 7.5% of themaximum number of Offer Shares) will be made availableto the Stabilisation Manager pursuant to the Over-allotment Option.

Admission is expected to become effective, andunconditional dealings in the Ordinary Shares areexpected to commence on the London Stock Exchange,at 8.00 a.m. on 8 April 2014. It is expected that dealingsin the Offer Shares will commence on a conditional basison the London Stock Exchange at 8.00 a.m. on 3 April2014. The earliest date for settlement of such dealingswill be 8 April 2014. All dealings in Ordinary Shares priorto the commencement of unconditional dealings will beon a “when issued basis”, will be of no effect if Admissiondoes not take place, and will be at the sole risk of theparties concerned.

The Offer is subject to the satisfaction of conditionscontained in the Underwriting Agreement which arecustomary for transactions of this type, includingAdmission becoming effective by no later than 8.00 a.m.on 8 April 2014 or such later time and/or date as theparties to the Underwriting Agreement may agree (notbeing later than 30 June 2014) and on the UnderwritingAgreement not having been terminated prior toAdmission.

None of the Offer Shares may be offered for subscription,sale or purchase or be delivered, or be subscribed, soldor delivered, and this document and any other offeringmaterial in relation to the Offer Shares may not becirculated, in any jurisdiction where to do so would breachany securities laws or regulations of any such jurisdictionor give rise to an obligation to obtain any consent,approval or permission, or to make any application, filingor registration.

E.4 Material interests to the Offer Not applicable. There is no interest, including anyconflicting interest, that is material to the Offer.

E.5 Name of persons offering tosell the securities:

JUST EAT plc and Appleby Trust (Jersey Trust) Limited;Carlos Morgado; Clare Morgado; David Buttress; GemmaButtress; Greylock I LP; Index Ventures Growth I (Jersey)LP; Index Ventures Growth I Parallel Entrepeneur Fund(Jersey), LP; Index Ventures V (Jersey) LP; IndexVentures V Parallel Entrepreneur Fund (Jersey), LP;Klaus Nyengaard; Mathew Braddy; Michelle Braddy;Michael Wroe; Rachel Wroe; Munch S.à r.l.; RasmusWolff; Redpoint Omega, LP; Redpoint Omega

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Associates LLC; the SM Trust (STM Fidecs TrustCompany Limited is the registered holder); and Yucca(Jersey) SLP

Lock-up arrangements: The Company is subject to a 180 day lock-up periodfollowing Admission, during which time it may not issue ordispose of any Ordinary Shares.

The Major Selling Shareholders are subject to a 180 daylock-up period following Admission, during which timethey may not dispose of any interest in their OrdinaryShares without the consent of the Joint Global Co-ordinators.

The Director shareholders and the Senior Managershareholders who are selling Ordinary Shares inconnection with the Offer are subject to a 360 day lock-upperiod following Admission, during which time they maynot dispose of any interest in their Ordinary Shareswithout the consent of the Joint Global Co-ordinators.

All lock-up arrangements are subject to certain customaryexceptions.

E.6 Amount and percentage ofdilution

38,461,538 New Ordinary Shares will be issued pursuantto the Offer. The Ordinary Shares other than the NewOrdinary Shares will represent 93.2% of the total issuedOrdinary Shares immediately following Admission.

E.7 Estimated expenses chargedto investor

Not applicable. No expenses will be charged to theinvestors by the Company or the Selling Shareholders inrespect of the Offer.

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PART II

RISK FACTORS

An investment in the Ordinary Shares is subject to a number of risks. Accordingly, prospectiveinvestors should consider the following risks and uncertainties together with all the other informationset out in this document prior to making any investment decision. If any of the following risks actuallymaterialises, the Company’s business, financial condition, results of operations and prospects could bematerially adversely affected and the value of the Ordinary Shares could decline.

Prospective investors should consider carefully whether an investment in the Ordinary Shares issuitable for them in light of the information in this document and their personal circumstances.

Prospective investors should note that the risks relating to the Company, its industry, and the OrdinaryShares summarised in the section of this document headed “Summary” are the risks that JUST EATbelieves to be the most essential to an assessment by a prospective investor of whether to consider aninvestment in the Ordinary Shares. However, as the risks which the Company faces relate to eventsand depend on circumstances that may or may not occur in the future, prospective investors shouldconsider not only the information on the key risks summarised in the section of this document headed“Summary” but also, amongst other things, the risks and uncertainties described below.

1. RISKS RELATING TO THE COMPANY

1.1 Consumer acceptance of ordering takeaway food online and through aggregator portalsmay not be sustained or may not improve.

The online purchase of takeaway food is relatively new and rapidly evolving. The Company’s successwill depend to a substantial extent on the willingness of consumers to continue, and increase, their useof online services, and of online aggregator portals in particular, as a method of buying takeaway food,rather than using telephone-based and walk-in services or other online options provided by localrestaurants. If demand for online ordering of takeaway food decreases compared to current levels orconsumer acceptance does not increase in line with JUST EAT’s expectations, the Company’sbusiness, financial condition, results of operations and prospects could be materially adverselyaffected.

Maintaining and enhancing the numbers of consumer visits to and orders placed on the Company’splatform is critical to the Company’s success. Factors important to maintaining and increasing thenumber of orders on the Company’s platform include the Company’s ability to:

• maintain a convenient, efficient and reliable user experience for both consumers andtakeaway restaurants;

• attract new consumers and takeaway restaurants to the platform;

• offer a broad range of takeaway restaurants within a consumer’s local area;

• maintain and monitor its relationships with the takeaway restaurants in its network;

• manage new and existing technologies and sales channels, including mobile devices;

• increase awareness of its brands and platform through marketing and promotional activities;

• obtain or increase purchases from repeat consumers; and

• assure its consumers of the security of its platform for online purchases.

Any failure to properly manage these factors could negatively impact the Company’s ability to attractand retain consumers and takeaway restaurants and maintain or increase the number of ordersreceived, which could have a material adverse effect on the Company’s business, financial condition,results of operations and prospects.

1.2 Takeaway restaurants may not continue to accept the value proposition of onlineaggregator portals like JUST EAT.

As the online takeaway food business continues to evolve, the Company’s success will also dependsubstantially on the willingness of takeaway restaurants to join the JUST EAT network as a method of

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attracting consumers and processing orders efficiently, rather than creating their own websites andmobile apps or relying solely on telephone orders or walk-in services. If the number of takeawayrestaurants that sign up to the platform does not increase or restaurants’ acceptance of JUST EAT’svalue proposition is not sustained in line with expectations, the Company’s business, financialcondition, results of operations and prospects could be materially adversely affected.

1.3 The Company’s IT systems are interdependent and a failure in any one of them maydisrupt the efficiency and functioning of the Company’s operations.

The Company’s business model relies on the systematic interaction between its websites and mobileapps with JustConnect Terminals (“JCTs”) in operation at the takeaway restaurants in its network. TheCompany is reliant, therefore, on numerous IT systems to manage the entire process, from the placingof and payment for orders online by consumers to the receipt of and confirmation of those orders bythe takeaway restaurants. A failure of any individual IT system, and in particular any failure withrespect to a significant number of JCTs, would impact the Company’s ability to receive, process andaccept payment for orders. In addition, the different IT systems are dependent on each other to be ableto complete their processes, and a failure of any of the core IT systems may result in the inability ofother IT systems to function properly and/or failures of other IT systems, which could in turn result inconsumer orders not being captured on the Company’s platform or processed by the takeawayrestaurants. The efficient operation of the Company’s business and IT systems is critical, therefore, toattracting and retaining takeaway restaurants and consumers.

The Company relies to a significant degree on the efficient and uninterrupted operation of its computerand communications systems and those of third parties, including the internet and GPRS connectivity.Consumer access to the Company’s platform, the ease with which a consumer is able to navigate andorder on the platform and the speed with which the order is received and confirmed for processing bythe takeaway restaurants are factors which affect the attractiveness of the Company’s services to bothconsumers and restaurants. Any failure of the internet or GPRS connectivity or any failure of current ornew computer and communication systems or software systems could result in consumer orders notbeing captured on the Company’s platform or processed by takeaway restaurants. While the Companyhas disaster recovery and business continuity contingency plans, no assurance can be given that, if aserious disaster affecting the Company’s systems or operations occurred, such plans would besufficient to enable the Company to continue or recommence trading without a loss of business.

Furthermore, the Company has, from time to time, experienced minor operational failures in itssystems and technologies which have resulted in order errors such as incorrect items and delays orfailures in communicating orders to takeaway restaurants but none of these instances to date have hada material impact on JUST EAT’s business. The Company expects operational issues to continue tooccur from time to time due to a combination of one or more of the following: equipment failures,computer server or system failures, platform outages, human error (including any errors made bytakeaway restaurants in their handling of JCTs), network outages, software performance problems andpower failures. The Company contracts with a nearshoring IT Company based in Kiev, Ukraine andany disruption to its operations as a result of recent protests and political hostilities in Ukraine couldadversely affect the Group’s IT development projects.

If the Company is unable to meet demand or service expectations due to the occurrence of one ormore of the aforementioned issues, the Company’s business, financial condition and results ofoperations may be materially adversely affected.

1.4 The Company is dependent on the reputation of and value associated with its brands.

Developing and maintaining the reputation of, and value associated with, the Company’s brands is ofcentral importance to the success of the Company. Brand identity is a critical factor in retaining existingand attracting new consumers and takeaway restaurants. The Company is highly reliant on directtraffic, “organic” (i.e., listings not dependent on advertising or other payments) and paid internetsearches, which all depend to a varying extent on the strength of the JUST EAT brand. The Companyhas devoted and will continue to devote time and resources to marketing and customer relations, butits marketing efforts and other promotional activities may not achieve expected results.

Promotion and enhancement of the Company’s brands is also expected to depend on the Company’ssuccess in providing a positive experience for consumers ordering takeaway food online and anefficient and effective service for takeaway restaurants seeking orders through the additional channel.

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Any failure by the Company or the restaurants in its network to offer a high quality and efficientexperience and excellent customer service to consumers could damage the Company’s reputation andbrands and result in the loss of consumer confidence. Unfavourable publicity concerning the Company,its takeaway restaurants or the industry could also damage the Company’s brands. In particular, anyviolation of food hygiene or food labelling regulations by the takeaway restaurants in the JUST EATnetwork, as well as systemic problems in the takeaway food industry, such as food contamination, candamage JUST EAT’s reputation or brand. There can also be no assurance that a violation of otherregulations by takeaway restaurants, such as those relating to money laundering and tax evasion, willnot damage the Company’s reputation and brand by association.

Moreover, the Company relies heavily on social media such as Facebook and Twitter for brandpromotion and marketing, and any negative publicity or reputational damage may be acceleratedthrough social media due to its immediacy and accessibility as a means of communication, which maymaterially adversely affect the Company’s business, financial condition and results of operations.

1.5 The Company faces competition from other companies and potential new entrants to theindustry or the markets in which the Company currently operates.

The takeaway food market is highly competitive. Consumers have many choices for takeaway food,including online takeaway food aggregator portals, independent restaurants and restaurant chainsoffering online ordering services, as well as local restaurants offering telephone-based and walk-intakeaway food services.

JUST EAT faces competition from a number of other online takeaway food aggregator portals in theUK, Denmark and its other countries of operation. The Company also faces competition fromindependent restaurants and restaurant chains that offer online ordering services through their ownwebsites and mobile apps, such as Domino’s Pizza or similar chains. Moreover, new competitors mayemerge, or similar businesses that are currently established in other countries may choose to enter orexpand in the Company’s countries of operation.

Some of these competitors and new entrants may have brands that are or become more widelyrecognised by consumers than the Company’s brand, and they may also have substantially greaterfinancial, marketing, technical or other resources. The Company’s competitors may also merge or formstrategic partnerships. These factors could adversely impact the Company’s competitive position.

In addition, the Company competes with a wide range of local restaurants offering telephone-basedand walk-in takeaway food services, often for an established local consumer base. These may includeexisting takeaway restaurants in JUST EAT’s network. The Company may fail to increase its marketshare if consumers’ buying behaviour does not shift towards increased online ordering.

The Company competes for consumers and takeaway restaurants mainly on the basis of the quality ofits service offering, including the convenience and functionality of its IT platform, the size and variety ofits network of restaurants and the strength of its brand. If the Company fails to compete effectively inany of these areas, it may lose existing consumers and restaurants and fail to attract new consumersand restaurants.

Competitive pressures from one or more of the Company’s competitors or the Company’s inability toadapt effectively and quickly to a changing competitive landscape could affect demand for theCompany’s services and thereby its prices, fees and margins, which may have a material adverseeffect on the Company’s business, financial condition, results of operations and prospects.

1.6 Changes to search engines’ algorithms or terms of services could cause the Company’swebsites to be excluded from or ranked lower in organic search results.

A significant number of consumers access the Company’s websites by clicking on a link contained insearch engines’ organic search results. Transactions effected by these consumers result in highergross margins to the Company as there are lower associated direct costs. Search engines do notaccept payments to rank websites in their organic search results and instead rely on algorithms todetermine which websites are included in the results of a search query.

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The Company endeavours to enhance the relevance of the Company’s websites to common consumersearch queries and thereby improve the rankings of the Company’s websites in organic search results,a process known as “search engine optimisation” or “SEO”. Search engines frequently modify theiralgorithms and ranking criteria to prevent their organic search results from being manipulated, whichcould impair the Company’s SEO activities. These algorithms and ranking criteria may be confidentialor proprietary information, and the Company may not have complete information on the methods usedto rank its websites. If the Company is unable to quickly recognise and adapt its techniques to suchmodifications in search engine algorithms or if the effectiveness of the Company’s SEO activities isaffected for any other reason, the Company may need to increase its spending on other forms ofmarketing or may potentially suffer a significant decrease in traffic to its websites, which could have amaterial adverse effect on its business, financial position, results of operations and prospects.

Search engines may also prohibit the use of any software, process or service which sends automatedqueries to determine the ranking of a website or webpage (an important tool in developing successfulSEO techniques), or the use of particular methods deemed by the search engine to be manipulative ordeceptive. A violation of a search engine’s terms of services may result in a website’s exclusion fromthat search engine’s organic search results. If a search engine were to modify its terms of service orinterpret existing or modified terms of service in a manner such that the Company’s SEO practiceswere deemed to violate such terms, the Company’s websites could be excluded from the searchengine’s organic search results. Such an exclusion could significantly reduce the Company’s ability todirect higher margin consumer traffic to the Company’s platform, thereby increasing consumeracquisition costs, and materially adversely affect the Company’s business, financial condition, resultsof operations and prospects.

1.7 The Company is subject to risks relating to the receipt and processing of online payments.

Consumers who order through JUST EAT’s websites or mobile apps may choose from a range ofpayment methods, including credit cards and debit cards. The Company pays fees and other chargesfor the processing of credit and debit card payments, which may increase over time and raise operatingcosts and lower margins. The Company relies on third parties to provide these payment processingservices in relation to credit and debit card payments, and if these companies become unwilling orunable to provide these services or increase the costs of providing such services, the Company’soperations may be disrupted or become unreliable and its operating costs, including paymentprocessing fees, could increase.

Furthermore, the Company is subject to payment card association operating rules, certificationrequirements, Payment Card Industry Data Security Standards (“PCI-DSS”), regulations concerningpayment service providers and rules governing electronic funds transfers. JUST EAT has recentlymoved from the requirement to comply with level 2 standards under the PCI-DSS to level 1, which areamong the most difficult to comply with. The Company is currently undergoing an audit to verify itscompliance with this standard given its new status. These rules, requirements, standards or regulationscould change or be reinterpreted to make them difficult or impossible to comply with, which could resultin the Company becoming subject to fines or higher transaction fees and in extreme cases losing itsability to accept credit or debit card payments from consumers, process electronic funds transfers orfacilitate other types of online payments. Moreover, if the Company offers new payment options to itsconsumers, it may become subject to additional regulations and compliance requirements.

In addition, allowing payment to be made by credit and debit cards exposes the Company to the risk offraud and the associated costs to business. High levels of payment card fraud could result in theCompany having to comply with additional requirements or pay higher payment processing fees orfines or, ultimately, losing its card payment processing licence. Furthermore, permitting further onlinepayment options may increase the risk of fraud. Any of the foregoing could have a material adverseeffect on the Company’s business, financial condition and results of operations.

1.8 The Company is responsible for the cash that it holds on behalf of takeaway restaurantsarising from payments made by credit or debit card.

When a consumer chooses to make payment online using a credit or debit card, JUST EAT collectsthe full order value on behalf of the takeaway restaurant. JUST EAT receives the cash for this paymentafter approximately three working days from the payment card company and then, on the next payment

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date, transfers to the takeaway restaurant an amount equal to the online payments collected less JUSTEAT’s commissions (for both cash and payment card orders) and other fees. Payment to takeawayrestaurants is made twice per month and, until such payment is made, JUST EAT is responsible for thecash that it holds on behalf of the takeaway restaurants. For the year ended 31 December 2013, 59%of all orders were paid for by credit or debit card. Any loss of cash through bank failures or otherfactors beyond JUST EAT’s control may have a material adverse effect on the Company’s reputation,business and financial condition. Any failures in the controls relating to processes by which JUST EATreconciles cash in-hand on behalf of takeaway restaurants and payment due to restaurants could alsohave a similar material adverse effect.

1.9 The Company’s payment card fee revenue may decline if it is required to lower feescharged for card payments.

Payment card fees are charged by JUST EAT on each order placed through JUST EAT that is paid forby credit or debit card. The fee covers the charges incurred by JUST EAT from the payment serviceprovider, and often includes a surcharge, thereby generating a margin for JUST EAT. Payment cardfee revenue comprised 12% of revenue for the year ended 31 December 2013. From June 2013,following the introduction of new regulations in Denmark, JUST EAT has been required to charge, andhas charged, payment card fees that are equal to the fees charged by the payment service provider,with no additional surcharge. If JUST EAT were to decide to adopt this practice, or be required to doso, in its other countries of operation, including the UK, this revenue stream may be reduced in thefuture.

1.10 The number of orders placed through JUST EAT’s platform fluctuates on a seasonal basis.

Demand for takeaway food is seasonal and subject to weather conditions, particularly in areas such asthe UK and northern Europe where the seasons are more pronounced. Order numbers across thetakeaway food industry are typically higher during autumn and winter, when consumers are less likelyto dine out due to the shorter daylight hours and likelihood of bad weather; conversely, orders declinein number during the warmer spring and summer months, when conditions are more conducive todining out or other alternatives such as barbeques. Unexpected or atypical fluctuations in weather,particularly extended periods of warm conditions, may have a significant negative effect, therefore, onthe number of orders placed through JUST EAT’s websites and mobile apps and could materiallyadversely affect the Company’s business, financial condition and results of operations.

1.11 The Company may face online security breaches and service disruptions due to hacking,viruses, fraud and malicious attack.

The Company relies on encryption and authentication technology to provide the security necessary toeffect the secure transmission of information from its consumers, such as credit or debit card numbers.The Company cannot guarantee absolute protection against unauthorised attempts by third parties orits current or former employees to access its IT systems, including malicious third party applicationsthat may interfere with or exploit security flaws in its products and services. Viruses, worms and othermalicious software programmes could, amongst other things, jeopardise the security of informationstored in a user’s computer or in the Company’s computer systems or attempt to change the internetexperience of users by interfering with the Company’s ability to connect with its users. Hackers mayalso act in a coordinated manner to launch denial of service attacks or other coordinated attacks thatmay cause the Company’s JCTs, websites or other systems to experience service outages or otherinterruptions or result in the creation of fraudulent transactions. If any compromise in the Company’ssecurity measures were to occur, or if the Company’s websites or other systems were to experienceservice outages or other interruptions, the Company’s reputation may be harmed and its business,financial condition and results of operations may be materially adversely affected.

1.12 The Company is subject to risks relating to data protection.

The Company processes personal data, some of which may be sensitive, as part of its business. TheCompany may be subject to investigative or enforcement action by the Information Commissioner’sOffice in the UK or similar regulatory authorities in the Company’s other countries of operation, legalclaims and reputational damage if it acts or is perceived to be acting inconsistently with the terms of itsprivacy policy, consumer expectations or the law.

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From time to time, concerns may be expressed about whether the Company’s products and servicescompromise the privacy of consumers using the platform. Concerns about the Company’s collection,use or sharing of personal information or other privacy-related matters, even if unfounded, coulddamage the Company’s reputation.

In addition, there can be no assurance that advances in computer capabilities, new discoveries in thefield of cryptography, or other events or developments will not result in a compromise or breach of theprocesses used by the Company to protect consumer transaction data. Such personal data couldbecome public if there were a security breach in respect of such data and, if one were to occur, theCompany could face liability under data protection laws and lose the goodwill of its consumers, whichmay have a material adverse effect on the Company’s business, financial condition, results ofoperations and prospects.

1.13 The Company relies on a single supplier for the JCTs which facilitate the receiving andprocessing of online orders by takeaway restaurants.

The Company currently is dependent upon a single supplier, VeriFone, for the supply of the JCTs thatare installed in the majority of takeaway restaurants contracted with JUST EAT. If VeriFone were toterminate its supply relationship with the Company, or if VeriFone itself becomes unable for any reasonto supply the Company with the requisite numbers of JCTs, the ability of the Company to service therestaurants in its existing network and expand its network of takeaway restaurants may be materiallyadversely affected. Furthermore, in the event of product damage or failure in a particular delivery ofJCTs from VeriFone, there may be consequential constraints upon the Company’s ability to supplyJCTs to takeaway restaurants. Any inability to overcome supply constraints to meet higher levels ofdemand from an expanding network of takeaway restaurants may have a material adverse effect onthe Company’s business, financial condition and results of operations.

1.14 The Company may not keep pace with new technological and product developments.

The Company’s success depends in part upon its ability to store, retrieve, process and managesubstantial amounts of information. To achieve its strategic objectives and remain competitive, theCompany must continue to develop and enhance its information systems and technological productofferings. This may require the acquisition of equipment and software and the development, eitherinternally or through independent consultants, of new proprietary software and products such asenhanced mobile apps for consumers or improved order processing systems for takeaway restaurants.The Company may be unable to continue to design, develop, implement or utilise, in a cost-effectivemanner, information systems and products that provide the capabilities necessary for the Company tocompete effectively. Any failure to keep pace with changes in the online takeaway food industry oradapt to technological developments, or the development and introduction of a superior product by acompetitor, could mean that the Company fails to capture what may become an increasingly importantpart of the online takeaway food market and this may have a material adverse effect on the Company’sbusiness, financial condition, results of operations and prospects.

1.15 The Company is dependent on its Executive Directors and senior management team aswell as certain other key personnel and the loss of their services could materiallyadversely affect its business.

The Company depends upon the continued services and performance of its Executive Directors, seniormanagement team and other key personnel. These individuals, amongst other things, play a key role inmaintaining the Company’s culture, technology systems and marketing activities, as well as in settingthe Company’s strategic direction. The unexpected departure or loss of any of them could have amaterial adverse effect on the business, financial condition and results of operations of the Company,and there can be no assurance that the Company will be able to attract or retain suitable replacementsfor such personnel in a timely manner or at all. The Company may also incur significant additionalcosts in recruiting and retaining suitable replacements.

1.16 The Company’s growth may place significant demands on its management andinfrastructure.

The growth of the Company’s business to date has placed, and its future growth is expected tocontinue to place, significant demands on the Company’s management and its technological,

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operational and financial infrastructure. Continued growth could also strain the Company’s ability tomaintain reliable service levels for consumers and takeaway restaurants; develop and improve itsoperational, financial and management controls; enhance its reporting systems and procedures andrecruit, train and retain employees. In addition, the Company’s business and IT systems may beunable to accommodate a significant increase in the number of consumers, takeaway restaurants ororders if the Company cannot scale its JCT and other IT systems effectively across a wider network. Ifthe Company is unable to accommodate a substantial increase in orders, its growth strategy may bematerially adversely affected.

As the Company’s operations grow further, it will need to continue to improve and upgrade its systemsand infrastructure. This expansion will require the Company to commit substantial financial, operationaland technical resources in anticipation of an increase in the size of the business, with no assurancethat the volume of business will increase.

1.17 The Company’s operations in certain countries outside of the UK and Denmark may notprogress to profitability as planned.

In the years ended 31 December 2011, 2012 and 2013, Underlying EBITDA was negative for the Othersegment of JUST EAT’s business that represents countries outside of the UK and Denmark. SegmentUnderlying EBITDA for the Other segment was negative £6.3 million for the year ended 31 December2011 compared to negative £13.1 million for the year ended 31 December 2012 and negative £11.8million for the year ended 31 December 2013. The negative Underlying EBITDA during the periodsunder review reflect JUST EAT’s strategy of incurring greater expenditures in operations in certaincountries to expand its network of takeaway restaurants, build brand awareness and increase scale inorder to gain a competitive advantage in the market. There can be no assurance, however, that theCompany will be able to implement its strategy effectively or that the business model it established inthe UK and Denmark can be successfully replicated or scaled in other countries. If JUST EAT is unableto implement its strategy or replicate and scale its business model effectively, its Other operatingsegment may continue to have negative Underlying EBITDA, which could have a material adverseeffect on its business, financial condition and results of operations.

1.18 The Company’s entry into new business areas or overseas markets may not besuccessful.

The Company may continue to grow its operations by expanding its business in new overseas marketsor offering new services to its existing consumers and takeaway restaurants.

The Company may not be able to do this in a cost-effective or timely manner. Furthermore, any newbusiness or website launched by the Company that is not favourably received by consumers coulddamage the Company’s reputation or brands.

Such expansion of the Company’s operations would also be likely to require significant additionalinvestment, together with operations and resources, which would strain the Company’s management,financial and operational resources. The lack of market acceptance of such efforts or the Company’sinability to generate satisfactory revenues from such expanded services, products or operations tooffset their costs could have a material adverse effect on the Company’s business, financial condition,results of operations and prospects.

1.19 Any expansion by the Company through merger and acquisition activity may beunsuccessful.

The Company may expand through mergers and acquisitions. In the right circumstances, JUST EAT’sacquisition strategy is to expand by acquiring complementary businesses within existing geographiesand entering new geographies via the acquisition of market leaders with positions of scale in thosecountries. In identifying potential merger and acquisition targets, the Company would make every effortto ensure appropriate due diligence is carried out, but acquisitions would necessarily leave theCompany exposed, at least to some degree, to any operational failings of the target company, toadditional regulatory requirements if expanding into new countries and potentially to overpaying for anysuch target. Any payment for such target company with Ordinary Shares could also dilute the interestsof Shareholders.

In addition, merger and acquisition activity, including the difficulties involved in integrating companies,businesses or assets, may divert financial and management resources from the Company’s core

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business, which could have a material adverse effect on the Company’s business, financial condition,results of operations and prospects. The Company may also carry out opportunistic acquisitions thatare not in line with its stated acquisition strategy, and there is no assurance that any acquisitions willbe made at all. In addition, there can be no assurance that any mergers or acquisitions willsuccessfully achieve their aims, and any mergers or acquisitions that are unsuccessful or do notproceed according to plan may result in impairment charges.

1.20 The Company is subject to risks associated with plans to acquire the remaining interest inits joint venture operations in France.

The Company’s operations in France are currently conducted through its 50% interest in a jointventure, and it plans to acquire the remaining interests during the period from 2014 to 2017. Thetransition from being a joint venture partner to fully acquiring and operating the business in France,including the difficulties involved in assuming control, integrating operations and harmonising differentIT operating platforms, may be more costly and time-consuming than expected, which could have amaterial adverse effect on the Company’s business, financial condition, results of operations andprospects.

1.21 The Company is subject to risks associated with operating with joint venture partners.

The Company participates in and may expand through joint ventures and other collaborative activitieswith third parties. Moreover, the Company’s strategy for entering a new country, particularly indeveloping markets, may require or be restricted to the purchase of a partial or a controlling interest inan existing entity, whilst retaining that entity’s management, in order to leverage local marketknowledge. There can be no assurance that the Company will always have a controlling interest in anycompany it acquires or joint venture it enters into or that it will not lose a controlling interest. The loss ofa controlling interest may occur as a result of, for example, the possible imposition of, or changes in,foreign ownership restrictions.

There are certain risks associated with joint venture partners, including the risk that joint venturepartners may:

• have economic or business interests or goals that are inconsistent with those of theCompany;

• veto proposals in respect of joint venture operations;

• be unable or unwilling to fulfil their obligations under the joint venture or other agreements; or

• experience financial or other difficulties.

Joint ventures, including the difficulties involved in integrating companies, businesses or assets andharmonising different IT operating platforms, may divert financial and management resources from theCompany’s core business, which could have a material adverse effect on the Company’s business,financial condition, results of operations and prospects.

1.22 If the Company fails to maintain its culture, or if the Company is unable to attract, train,motivate and retain qualified personnel, its business, financial condition and results ofoperations may be materially adversely affected.

The Company is reliant on its staff for the management, operation, development, maintenance, repair,upgrading and expansion of its business, operations and systems. The Company must train itsemployees so that they have up-to-date knowledge of various aspects of the Company’s operationsand motivate its employees to meet the Company’s demand for high quality services. If the Companyfails to provide adequate training to its employees, or if the Company fails to motivate its employees orotherwise fails to maintain its culture, the quality of its services may deteriorate and its brands andrelationships with consumers and takeaway restaurants may be materially adversely affected.

The Company’s ability to recruit, retain and motivate suitably qualified and experienced staff isimportant for the Company’s on-going success. The Company may be unable to recruit and retainsufficient personnel of the right calibre or may incur significant expense in attracting and retainingpersonnel, which may have a material adverse effect on the Company’s business, financial conditionand results of operations.

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Any significant disagreements between the Company and its employees could disrupt the Company’soperations and increase its operating costs, which could have a material adverse effect on theCompany’s business, financial condition and results of operations.

1.23 The Company may not have adequate protection for its intellectual property rights.

The business and IT systems underpinning the order placement and processing functions of theCompany’s platform and other bespoke intellectual property are not protected by patents or registereddesign rights, which means that JUST EAT cannot preclude or inhibit competitors from entering thesame market if they develop the same or similar technology independently. The Company isparticularly reliant, therefore, on copyright, trade secret protection and confidentiality and licenseagreements with its employees, suppliers, consultants and others to protect its intellectual propertyrights. Although the Company has taken steps consistent with industry practice to reduce these risks,such steps may be inadequate.

The Company is particularly reliant on the intellectual property rights it holds in respect of its brand,which comprises the JUST EAT name used both as plain words and in its stylised form together withthe JUST EAT logo. The Company’s portfolio of registered trade marks protects both the JUST EATname and the JUST EAT name and logo in addition to a number of other trade marks. JUST EAT alsoowns a number of domain name registrations, including www.just-eat.co.uk and www.just-eat.dk. TheCompany’s legal team manages the registration and administration of the Group’s domain nameportfolio, with assistance from a third party domain name management company. If the Company orthe third party fails to register, renew or enforce JUST EAT’s intellectual property rights, or there is anyunauthorised use or significant impairment of the Company’s intellectual property rights, the value of itsproducts and services could be diminished, the Company’s competitive position could be adverselyaffected and its business may suffer.

In addition, third parties may independently discover the Company’s trade secrets or accessproprietary information or systems and, in such cases, the Company may not be able to rely on anyintellectual property rights to prevent the use of such trade secrets, information or systems by suchparties. Costly and time-consuming litigation could be necessary to determine and enforce the scope ofthe Company’s proprietary rights and the outcome of such litigation could not be guaranteed. Failure toprevent the use of such secrets, information or systems by such third parties could materially adverselyaffect the Company’s competitive business position, financial condition and results of operations.

1.24 The Company may be affected by an increase in governmental regulation of the internet,online retail and electronic marketing.

The application or modification of existing laws or regulations, or adoption of new laws and regulationsrelating to the internet (including data protection) and online retail and marketing operations couldmaterially adversely affect the manner in which the Company currently conducts its business. The lawof the internet remains largely unsettled, even in areas where there has been some legislative action.For example, a 2012 report by the European Commission proposed a comprehensive review of privacyprotection in the European Union. The regulation proposed in the report includes rules that broaden thedefinition of personal data, strengthen the rights of data subjects, enhance penalties for non-compliance and continue to restrict the transfer of personal data to countries outside the EU. Theproposed regulation would also limit what would be considered valid consent on behalf of an individual,introduces a “right to be forgotten” (a broadened right by individuals to have their data deleted at theirrequest) and substantially increases the enforcement powers of the European Commission. Theproposed regulation, if enacted, could materially adversely affect JUST EAT’s operations in the EU andthe parts of the Company’s platform that are accessed by EU residents.

As another example, the UK’s Privacy and Electronic Communications Regulations 2003 wereamended in 2011 to increase website operators’ obligations with regard to the use of cookies (whichcan be used to enable retail functionality and to track user behaviour).

In addition, the growth and development of the market for online retail may lead to more stringentcustomer protection laws, such as in relation to card payment processing requirements, which mayimpose additional burdens on the Company and increase its costs of business. All of the above mayhave a material adverse effect on the Company’s business, financial condition, results of operationsand prospects.

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1.25 The Company may be affected by an increase in governmental regulation of the takeawayrestaurant industry.

Increased or changing regulations relating to the food business may affect the operations of takeawayrestaurants in the JUST EAT network. For example, the Food Information Regulations (EU 1169/2011),which are due to come into force on 1 December 2014, provide that “food business operators” mustprovide certain information about allergens on non-prepacked foods, which would include takeawayfood, such that takeaway restaurants would be required to know the allergen content of their dishes.Compliance with such new regulations may require significant investment by takeaway restaurants.Should the Company decide to assist the restaurants in complying with these regulations, it may alsoneed to commit significant employee resources and costs, which may have a material adverse effecton its business, financial condition and results of operations.

Moreover, changes in tax rates, tax laws or HMRC’s published practice in relation to the taxation oftakeaway restaurants, or changes in or interpretation of or misinterpretation of the law or HMRC’spublished practice, or any failure by takeaway restaurants to manage tax risks adequately, could resultin increased charges, financial loss and penalties for the restaurants, which may in turn have a materialadverse effect on the Company’s financial condition.

1.26 The Company’s operations are subject to the laws and regulations of numerous nationaland local authorities.

JUST EAT has operations in 13 countries, as a result of which the Company incurs, and expects tocontinue to incur, substantial costs and expenditures and commits a significant amount ofmanagement’s time and resources to comply with increasingly complex and restrictive laws andregulations. Changes in such laws and regulations may constrain the Company’s ability to provideservices to consumers and takeaway restaurants or increase the costs of providing such services.Furthermore, a failure to comply with applicable laws and regulations could result in substantial fines,claims relating to violations of social, labour or other legislation or revocation of licences, which couldhave a material adverse effect on the Company’s business, financial condition and results ofoperations.

1.27 The Company is exposed to political and legal risks in the different countries in which itoperates, including a heightened risk associated with operating in developing markets.

The Company is subject to risks associated with operating in developing markets, where the political,economic and legal systems and economic conditions are generally less predictable than in countrieswith more developed institutional structures, including increased risks associated with inflation,recession and currency and interest rate fluctuations; reduced intellectual property protection; aninability to enforce judgments; difficulty in adequately establishing, staffing and managing operations;risk of non-compliance and business integrity issues; changes in regulation and governmental policiesand the consistency with which such regulations and policies are interpreted or enforced; and risk ofpolitical and social instability, including war, civil disturbance and terrorism. There can be no assurancethat the foregoing risks will not have a material adverse effect on the Company’s business, financialcondition, results of operations and prospects.

1.28 The Company may be adversely affected by tax disputes or tax audits or by changes in taxlegislation or the interpretation of such legislation in the UK.

JUST EAT’s tax returns are subject to regular review and examination. The Company cannotguarantee that any tax audit or tax dispute to which it may be subject in the future will result in afavourable outcome for the Company. There is a risk that any such audit or dispute could result inadditional taxes payable by JUST EAT as well as negative publicity and reputational damage. In anysuch case, substantial additional tax liabilities and ancillary charges could be imposed on theCompany, which could increase JUST EAT’s effective tax rate.

JUST EAT’s effective tax rate, which was 34% for the year ended 31 December 2013, may also beaffected by changes in, or the interpretation of, tax laws, including those tax laws relating to theutilisation of capital allowances, net operating losses and tax loss or credit carry forwards, as well aschanges in management’s assessment of certain matters, such as the ability to realise deferred tax

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assets. JUST EAT’s effective tax rate in any given financial year reflects a variety of factors that maynot be present in the succeeding financial year or years. An increase in JUST EAT’s effective tax ratein future periods could have a material adverse effect on the Company’s financial condition and resultsof operations.

1.29 Fluctuations in currency exchange rates may significantly impact the presentation of theCompany’s financial results.

A substantial portion of the Company’s consolidated revenue is denominated in sterling and DanishKrone, with the remainder of the Company’s consolidated revenue denominated in the local currenciesof the other countries in which the Company operates. The Company generally seeks to match thecurrency of its revenue and expenses for its operations in each jurisdiction to reduce its exposure tocurrency fluctuations but, in limited circumstances, the revenue and expenses may be in differentcurrencies and, therefore, subject to foreign exchange risk. In addition, the Company presents itsconsolidated financial statements in sterling. Consequently, the presentation of the consolidatedfinancial statements may be materially affected by movements in foreign exchange rates andparticularly by Danish Krone/sterling and Euro/sterling exchange rates.

2. RISKS RELATING TO THE OFFER AND THE ORDINARY SHARES

2.1 Future sales or issues of Ordinary Shares, or the possibility or perception of such futuresales or issues, may affect the market price of the Ordinary Shares.

Following Admission, sales by any Shareholders or issuances by the Company of Ordinary Sharesmay significantly reduce the Company’s share price. Subject to certain limited exceptions, the Directorsand certain Shareholders will be prevented from selling Ordinary Shares held by them for a period of360 days and 180 days, respectively, following Admission. Similarly, the Company will be restricted,subject to certain limited exceptions, for a period of 180 days from Admission from issuing OrdinaryShares. On the expiry of these periods, the Company may issue Ordinary Shares and the Directorsand relevant Shareholders will be free (subject to applicable law) to sell the Ordinary Shares held bythem. The potentially increased supply of Ordinary Shares on the market may have a material adverseeffect on the market price of the Ordinary Shares.

Similarly, sales of additional Ordinary Shares by the Directors or significant Shareholders andissuances of additional Ordinary Shares by the Company may affect the confidence of the market inthe Ordinary Shares and cause the market price of the Ordinary Shares to fall.

2.2 An active or liquid market for the Ordinary Shares may not develop.

Prior to the Offer, there has been no public trading market for the Ordinary Shares. The Offer Price willbe agreed between the Joint Global Co-ordinators, the Company and the Major Selling Shareholdersand may not be indicative of the market price for the Ordinary Shares following Admission. Althoughthe Company has applied for admission to trading on the High Growth Segment of the London StockExchange’s Main Market, there can be no assurance that an active trading market for the OrdinaryShares will develop or, if developed, that it will be maintained. The failure to develop an active tradingmarket may affect the liquidity of the Ordinary Shares and the Company cannot assure Shareholdersthat the market price of the Ordinary Shares will not decline below the Offer Price. Consequently,investors may have difficulty selling their Ordinary Shares or may not be able to sell their OrdinaryShares at or above the Offer Price.

2.3 The market price of the Ordinary Shares may be volatile, which could cause the value ofan investment in the Ordinary Shares to decline.

Following Admission, the trading price of the Ordinary Shares may be subject to wide fluctuations inresponse to many factors, including those referred to in this section, as well as stock marketfluctuations and general economic conditions that may materially adversely affect the market price ofthe Ordinary Shares. Publicly traded securities from time to time experience significant price andvolume fluctuations that may be unrelated to the operating performance of the companies that haveissued them. In addition, the market price of the Ordinary Shares may prove to be highly volatile. Themarket price of the Ordinary Shares may fluctuate significantly in response to a number of factors,some of which are beyond the Company’s control, including:

• variations in operating results in the Company’s reporting periods;

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• any shortfall in revenue or profitability or any increase in losses from the levels expected bymarket analysts or Shareholders;

• increases in capital expenditure compared to expectations;

• failure to make efficiency improvements;

• changes in financial estimates by securities analysts;

• changes in market valuations of similar companies;

• announcements by the Company of significant contract gains or losses, acquisitions, strategicalliances, joint ventures or new initiatives;

• regulatory matters;

• additions or departures of key personnel; and

• future issues or sales of Ordinary Shares.

Any or all of these events or others could result in material fluctuations in the price of the OrdinaryShares and investors may lose part or all of their investment in the Ordinary Shares.

The Offer Price might not be indicative of prices that will prevail in the trading market and investorsmay not be able to resell the Ordinary Shares at or above the price paid.

A public perception that the Company is an internet, e-commerce or technology company may result inthe price of the Ordinary Shares moving in line with other shares in companies of this nature.Traditionally, the share prices of internet, e-commerce and technology companies have tended to bemore volatile than share prices of companies operating in other industries.

2.4 The proposed listing of the Ordinary Shares on the High Growth Segment of the MainMarket of the London Stock Exchange will afford investors a lower level of regulatoryprotection than a listing on the premium segment of the Official List of the FinancialConduct Authority

Application will be made for the Ordinary Shares to be admitted to trading on the High GrowthSegment of the Main Market of the London Stock Exchange. High Growth Segment securities are notadmitted to the Official List of the Financial Conduct Authority and, therefore, the Company has notbeen required to satisfy the eligibility criteria for admission to listing on the Official List and is notrequired to comply with the Financial Conduct Authority’s Listing Rules. A High Growth Segment listingwill afford investors in the Company a lower level of regulatory protection than that afforded toinvestors in a company that is listed on the premium segment of the Official List, which is subject toadditional obligations under the Listing Rules. Moreover, a High Growth Segment listing will not permitthe Company to gain FTSE indexation, which may have an adverse effect on the valuation of theOrdinary Shares.

2.5 The Company is subject to risks associated with the lower minimum free float requirementfor admission to the High Growth Segment

Admission to trading on the High Growth Segment of the Main Market of the London Stock Exchangeis primarily intended for companies which are likely to have a lower proportion of securities in publichands at admission than companies admitted to the Official List. In order to be eligible for admission, atleast 10% of the number of securities to be admitted (having a value of at least £30 million) must be inpublic hands, compared to the 25% minimum free float required for a listing on the premium segmentof the Official List of the Financial Conduct Authority. The lower minimum free float requirement forcompanies listing on the High Growth Segment may affect the liquidity of the Ordinary Shares and theCompany cannot assure Shareholders that the market price of the Ordinary Shares will not declinebelow the Offer Price. With reduced liquidity of the Ordinary Shares, investors may have difficultyselling their Ordinary Shares or may not be able to sell their Ordinary Shares at or above the OfferPrice.

In addition, the lower minimum free float requirement for admission to trading on the High GrowthSegment may result in a higher percentage of Ordinary Shares being held by the Company’s existing

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Shareholders following Admission than would otherwise be the case for a listing on the Official List.The Company’s existing Shareholders may be in a position to influence the outcome of matters relatingto the Company, including appointments to the Board and the approval of significant transactions,including change of control transactions. The interests of these Shareholders may be different from theinterests of the Company or the other Shareholders. In particular, this control may have the effect ofmaking certain transactions more difficult without the support of the Directors and existingShareholders, and may have the effect of delaying or preventing an acquisition or other change incontrol of the Company. If the existing Shareholders’ interests were to conflict with those of otherShareholders, it may have a material adverse effect on the value of the Ordinary Shares and JUSTEAT’s business, financial condition, results of operations and prospects.

2.6 Future issues of Ordinary Shares may dilute the holdings of Shareholders.

Other than the proposed offering of Ordinary Shares, the Company has no current plans for an offeringof Ordinary Shares and, as described above, will be unable to do so for a fixed period after Admission(subject to certain limited exceptions). It is possible, however, that the Company may decide to offeradditional Ordinary Shares in the future, either to raise capital or for other purposes. Subject to anyapplicable statutory pre-emption rights, any future issues of Ordinary Shares may have a dilutive effecton the holdings of Shareholders and could have a material adverse effect on the market price ofOrdinary Shares as a whole.

2.7 An investment in Ordinary Shares by an investor whose principal currency is not sterlingmay be affected by exchange rate fluctuations.

The Ordinary Shares are, and any dividends to be paid in respect of them will be, denominated insterling. An investment in Ordinary Shares by an investor whose principal currency is not sterlingexposes the investor to foreign currency exchange rate risk. Any depreciation of sterling in relation tosuch foreign currency will reduce the value of the investment in the Ordinary Shares or any dividendsin relation to such foreign currency.

2.8 The rights, including the pre-emptive rights, of US and other non-UK holders of OrdinaryShares may be limited or not capable of exercise, which could have a material adverseeffect on the Company’s business as well as on the liquidity and price of the OrdinaryShares.

The Company could undertake future equity issues that could have a material adverse effect on themarket price of the Ordinary Shares and may reduce the percentage ownership and voting interests ofShareholders. Moreover, the Company may issue new shares that have rights, preferences orprivileges senior to those of the Ordinary Shares.

In the case of certain increases in the Company’s share capital, the existing holders of the OrdinaryShares generally would be entitled to pre-emption rights pursuant to the Companies Act 2006 unlesssuch rights have been waived by a special resolution of the Shareholders at a general meeting or, incertain circumstances, pursuant to the Articles. Holders of Ordinary Shares outside theUnited Kingdom may not be able to exercise their pre-emption rights in respect of Ordinary Sharesunless exemptions from any overseas securities law requirements are available and the Companydecides to comply with local law and regulations. In particular, US holders of the Ordinary Shares maynot be able to exercise pre-emption rights unless the Ordinary Shares or other securities issued by theCompany are registered under the Securities Act or an exemption from the registration requirements isavailable. The Company cannot assure prospective investors that any exemption from such overseassecurities law requirements would be available to enable US and other non-UK holders to exercisesuch pre-emption rights or, if available, that the Company will utilise any such exemption.

2.9 There is no guarantee that dividends will be paid by the Company.

There can be no assurance as to the payment of dividends to Shareholders or, if the Company doespay dividends, the amount of such dividends. The Company intends to retain any earnings to expandthe growth and development of its business and, therefore, does not anticipate paying dividends in theforeseeable future.

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PART III

IMPORTANT INFORMATION

1. NOTICE TO PROSPECTIVE INVESTORS

J.P. Morgan Cazenove has been appointed as Key Adviser. Goldman Sachs and J.P. MorganCazenove, have been appointed as Joint Global Co-ordinators and Joint Bookrunners in connectionwith the Offer and Oakley has been appointed as Co-Lead Manager and are each authorised by thePrudential Regulation Authority (“PRA”) and regulated by the FCA and PRA in the United Kingdom andOakley, which is authorised and regulated by the FCA in the United Kingdom. Goldman Sachs and J.P.Morgan Cazenove are acting exclusively for the Company and no one else in connection with the Offerand will not regard any other person (whether or not a recipient of this document) as a client in relationto the Offer and will not be responsible to anyone other than the Company for providing the protectionsafforded to their respective clients or for providing advice in relation to the Offer or any other matterreferred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs,J.P. Morgan Cazenove and Oakley by the FSMA or the regulatory regime established thereunder,none of Goldman Sachs, J.P. Morgan Cazenove or Oakley accepts any responsibility whatsoever, andmakes no representation or warranty, express or implied, in relation to the contents of this document,including its accuracy, completeness or for any other statement made or purported to be made by it oron behalf of it, the Company, the Directors, the Selling Shareholders or any other person, in connectionwith the Company, the Ordinary Shares, the Selling Shareholders or the Offer and nothing in thisdocument shall be relied upon as a promise or representation in this respect, whether as to the past orthe future. Each of Goldman Sachs, J.P. Morgan Cazenove and Oakley accordingly disclaims all andany liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above),which it might otherwise have in respect of this document or any such statement.

Prospective investors should rely solely on the information contained in this document (and anysupplementary prospectus produced to supplement the information contained in this document) whenmaking a decision as to whether to purchase Offer Shares. No person has been authorised to give anyinformation or make any representation other than those contained in this document and, if given ormade, such information or representation must not be relied upon as having been so authorised by theCompany, the Directors, Goldman Sachs, J.P. Morgan Cazenove or Oakley. In particular, the contentof JUST EAT’s websites do not form part of this document and prospective investors should not rely onsuch content. Without prejudice to any obligation of the Company to publish a supplementaryprospectus pursuant to section 87G(1) of the FSMA and Rule 3.4 of the Prospectus Rules, neither thedelivery of this document nor any issue or sale made under this document shall, under anycircumstances, create any implication that there has been no change in the business or affairs of theCompany or of the Company and its subsidiaries taken as a whole (the “Group” or “JUST EAT”) sincethe date of this document or that the information contained herein is correct as at any time subsequentto the date of this document.

Without prejudice to any legal or regulatory obligation on the Company to publish a supplementaryprospectus neither the delivery of this document, nor Admission, shall under any circumstances createany implication that there has been no change in the affairs of the Company or the Group since thedate of this document or that the information contained herein is correct at any time subsequent to thedate of this document.

The contents of this document should not be construed as legal, business or tax advice. Eachprospective investor should consult his, her or its own legal adviser, independent financial adviser ortax adviser for legal, financial or tax advice.

Investors in the Offer shall be deemed to have made certain representations, warranties, undertakings,agreements and acknowledgments. See “Terms and conditions of the Offer — Representations,warranties, undertakings, agreement and acknowledgments” in Part XIV (Details of the Offer) of thisdocument.

In connection with the Offer, the Underwriters and any of their respective affiliates acting as an investorfor its or their own account(s) may subscribe for or purchase Ordinary Shares and, in that capacity,may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Ordinary

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Shares, any other securities of the Company or other related investments in connection with the Offeror otherwise. Accordingly, references in this document to the Ordinary Shares being issued, offered,subscribed, sold, purchased or otherwise dealt with should be read as including any issue, offer or saleto, or subscription, purchase or dealing by, the Underwriters or any of them and any of their affiliatesacting as an investor for its or their own account(s). The Underwriters do not intend to disclose theextent of any such investment or transactions otherwise than in accordance with any legal or regulatoryobligation to do so.

2. FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements regarding the financial condition, results ofoperations, cash flows, dividends, financing plans, business strategies, operating efficiencies orsynergies, budgets, capital and other expenditures, competitive positions, growth opportunities, plansand objectives of management and other matters relating to JUST EAT. Statements in this documentthat are not historical facts are hereby identified as “forward-looking statements”. In some instances,these forward-looking statements can be identified by the use of forward-looking terminology, includingthe terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or othervariations or comparable terminology. Such forward-looking statements, including, without limitation,those relating to the future business prospects, revenue, interest costs and income, in each caserelating to the Company wherever they occur in this document, are necessarily based on assumptionsreflecting the views of the Company, involve a number of risks and uncertainties that could causeactual results to differ materially from those suggested by the forward-looking statements and speakonly as at the date of this document.

Important factors which may cause actual results to differ include, but are not limited to, thosedescribed in Part II (Risk Factors).

Save as required by law, or by the High Growth Segment Rulebook, the Prospectus Rules or theDisclosure and Transparency Rules, the Company undertakes no obligation to release publicly theresults of any revisions to any forward-looking statements in this document that may occur due to anychange in the Directors’ expectations or to reflect events or circumstances after the date of thisdocument.

3. SOURCING OF INFORMATION

Certain information in this document has been sourced from third parties. Save as set out below,where information in this document has been sourced from third parties, the source of such informationhas been clearly stated adjacent to the reproduced information.

All information contained in this document which has been sourced from third parties has beenaccurately reproduced and, as far as the Company is aware and is able to ascertain from informationpublished by the relevant third party, no facts have been omitted which would render the reproducedinformation inaccurate or misleading.

All references to market data, industry statistics and forecasts and other information in this documentconsist of estimates based on data and reports compiled by industry professionals, organisations,analysts, publicly available information or the Company’s own knowledge of its sales and markets.

Market data and statistics are inherently predictive and speculative and are not necessarily reflective ofactual market conditions. Such statistics are based on market research, which itself is based onsampling and subjective judgments by both the researchers and the respondents, including judgmentsabout what types of products and transactions should be included in the relevant market. In addition,the value of comparisons of statistics for different markets is limited by many factors, including that(i) the markets are defined differently, (ii) the underlying information was gathered by different methodsand (iii) different assumptions were applied in compiling the data. Accordingly, the market statisticsincluded in this document should be viewed with caution and no representation or warranty is given byany person as to their accuracy.

Certain market and industry data contained in this document has been extracted from “Take-AwayMarket: Sizing the Consumer Opportunity in UK, France, Denmark and Canada”, an independentreport (the “Callcredit Report”) published in January 2014 by Callcredit Information Group(“Callcredit”). At the time of publication of the Callcredit Report, Callcredit was a portfolio company ofVitruvian Partners, a shareholder of the Company.

28

4. PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless stated otherwise, financial information relating to the Group for the financial years ended31 December 2013, 2012 and 2011 has been extracted without material adjustment from the financialinformation in Part XII (Historical Financial Information), which has been prepared in accordance withInternational Financial Reporting Standards as adopted by the European Commission for use in theEuropean Union (“IFRS”).

Unless stated otherwise, the financial information in this document assumes that the share capital re-organisation described in paragraph 4.2 of Part XVI (Additional Information) has taken place and thatthe Over-allotment Option is not exercised.

This document contains certain financial measures that are presented in, or derived from measuresthat are presented in, the Group’s financial statements, which are prepared in accordance with IFRS,but which themselves are not measures that are recognised under IFRS. These measures include thefollowing:

“Underlying EBITDA” means earnings before finance income and costs, taxation, depreciation andamortisation (“EBITDA”) and additionally excludes the Group’s share of depreciation and amortisation ofjoint ventures and associates, profits or losses on disposal of operations, long term employee incentivecosts, exceptional items and foreign exchange gains and losses. In respect of the results of the Group’soperating segments, it also excludes intra-group franchise fee arrangements and incorporates anallocation of Group technology and other central costs. Underlying EBITDA is the main measure ofprofitability used by the Chief Operating Decision Maker (“CODM”) to assess and manage theperformance of the Company’s operating segments and thus management believe it is helpful to alsopresent Underlying EBITDA on a consolidated basis. Underlying EBITDA and the related ratiospresented in this document are unaudited supplementary measures of the Group’s performance andliquidity that are not required by, or presented in accordance with IFRS. Management believes that theadditional items excluded from the definition of Underlying EBITDA should be excluded for the followingreasons:

• profit or loss on disposal of operations do not form part of the core operation of the businessas the Group is not in the business of acquiring and disposing businesses for a profit;

• the Group’s share of depreciation and amortisation of joint ventures are excluded on the basisthat the Group does not exclusively wholly acquire businesses, but where deemedappropriate form strategic partnerships, and with such partnerships forming part of the coreoperations of the Group, it is deemed that the depreciation and amortisation related to theseventures should be excluded;

• long term employee incentive costs are excluded on the basis that they can vary dependingon the timing of grants to employees;

• impairment charges are excluded on the basis that they inherently represent accelerateddepreciation and amortisation;

• acquisition related expenses are excluded because of their one-off nature; and

• foreign exchange gains and losses due are excluded due to their unpredictability (in theabsence of hedge accounting) and the distorting effect when attempting to assess the trueoperational performance of the Group as a whole, including its foreign entities.

Furthermore, Underlying EBITDA is not a measure of the Group’s financial performance or liquidityunder IFRS and should not be considered as an alternative to gross profit, operating profit/(loss) or anyother performance measures derived in accordance with IFRS or as an alternative to cash flow fromoperating activities. Underlying EBITDA may not be indicative of the Group’s historical operatingresults, nor is it meant to be predictive of future results. The Underlying EBITDA figures for the financialyears ended 31 December 2013, 2012 and 2011 have been derived from the historical financialinformation contained in Part XII (Historical Financial Information). Where information has beenderived, it has been calculated by adding together and/or subtracting figures which are extractedwithout material adjustment either from the income statements that appear in Part XII (HistoricalFinancial Information) or the notes thereto.

The Company has presented these unaudited supplementary measures because they are used by theGroup in managing its business. In addition, the Directors believe that Underlying EBITDA is commonly

29

reported by comparable businesses and used by securities analysts, investors and other parties incomparing the performance of businesses on a consistent basis without regard to interest, taxes,depreciation or amortisation, which can vary significantly depending upon accounting methods(particularly when acquisitions have occurred) or other non-operating factors. Underlying EBITDA aspresented herein will not, however, be comparable to similarly titled measures disclosed by othercompanies. Prospective investors should not consider these non-GAAP measures in isolation or as asubstitute for operating profit/(loss) as determined by IFRS, or as an indicator of the Group’s operatingperformance or of cash flows from operating activities as determined by IFRS. Investors should not usethis measure as a substitute for the analysis of the Company’s results as reported in the incomestatement or cash flow statement.

Some of the limitations of Underlying EBITDA as a measure are:

• it does not reflect the Group’s cash expenditures or future requirements for capitalexpenditure on contractual commitments;

• it does not reflect changes in, or cash requirements for, the Group’s working capital needs;

• although depreciation and amortisation are non-cash charges, the assets being depreciatedand amortised will often have to be replaced in the future, and Underlying EBITDA measuresdo not reflect any cash requirements for such replacements; and

• other companies in the Group’s industry may calculate Underlying EBITDA measuresdifferently than the Group does, limiting their usefulness as a comparative measure.

Because of these limitations, Underlying EBITDA should not be considered as a measure ofdiscretionary cash available to the Group to invest in the growth of its business. The Companycompensates for these limitations by relying primarily on the Group’s IFRS results and usingUnderlying EBITDA only as a supplementary measure of performance. Accordingly, undue relianceshould not be placed on the Underlying EBITDA data contained in this document.

All references to “pounds”, “pounds sterling”, “sterling”, “£”, “pence”, and “p” are to the lawful currencyof the United Kingdom. The Group prepares its financial statements in pounds sterling.

Percentages in tables have been rounded and accordingly may not add up to 100%. Certain financialdata has been rounded. As a result of this rounding, the totals of data presented in this document mayvary slightly from the actual arithmetic totals of such data.

5. DEFINITIONS

Certain terms used in this document, including capitalised terms and certain technical terms, aredefined and explained in Part XVIII (Definitions).

Reference to any statute or statutory provision includes a reference to that statute or statutoryprovision as from time to time amended, extended or re-enacted.

6. STABILISATION

In connection with the Offer, Goldman Sachs (the “Stabilisation Manager”) or its affiliates may, forstabilisation purposes, over-allot or effect other transactions which stabilise or maintain the marketprice of the Ordinary Shares at a level which might not otherwise prevail in the open market. Suchtransactions may be effected on the London Stock Exchange or otherwise. Such stabilisingtransactions, if commenced, may be discontinued at any time and must be brought to an end after alimited period. Save as required by law, the Stabilisation Manager, who will act as stabilising agent forany such transactions, does not intend to disclose the extent of any over-allotments or stabilisationtransactions.

In connection with the Offer, the Major Selling Shareholders have granted to the Stabilisation Manageran option, exercisable for 30 days after commencement of conditional dealings of the Ordinary Shareson the London Stock Exchange, to make available additional Ordinary Shares up to an aggregateamount of 7.5% of the total number of Offer Shares (excluding for these purposes such additional

30

shares) at the Offer Price to cover over-allotments, if any, made in connection with the Offer and tocover short positions resulting from stabilisation transactions. If exercised, the Over-allotment Optionwill be exercised so as to require the Major Selling Shareholders (as a whole) to sell an equal numberof Ordinary Shares. In addition, Index Ventures V (Jersey) LP agreed to lend stock to the StabilisationManager for the purpose of enabling over-allotments and facilitating settlement for a period of up to 30days after settlement of the Offer.

7. AVAILABLE INFORMATION FOR INVESTORS IN THE UNITED STATES

The Company has agreed that, for so long as any Ordinary Shares remain outstanding and are“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will,during any period in which it is neither subject to Section 13 or 15(d) of the US Securities ExchangeAct of 1934 (the “Exchange Act”), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder,provide to any holder or beneficial owner of these restricted securities or prospective investordesignated by such holder or beneficial owner, in each case upon the request of such holder,beneficial owner or prospective investor, the information required to be provided by Rule 144A(d)(4)under the Securities Act.

8. ENFORCEMENT OF JUDGEMENTS

The Company is a public company incorporated under the laws of England and Wales. The Directorsare citizens or residents of countries other than the United States and all or substantially all of theassets of such persons and the Company are located outside the United States. As a result, it may bedifficult for investors to effect service of process within the United States upon the Company or suchpersons or to enforce outside of the United States judgements obtained against the Company or suchpersons in the United States, including without limitation judgements based upon the civil liabilityprovisions of the United States federal securities laws or the laws of any state or territory within theUnited States. In addition, an award or awards of punitive damages in actions brought in the UnitedStates or elsewhere may be unenforceable in the United Kingdom. Investors may also have difficultiesenforcing, in original actions brought in courts in jurisdictions outside the United States, liabilities underUnited States securities laws.

31

PART IV

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors

Name Position

John Hughes, CBE Non-Executive ChairmanDavid Buttress Group Chief Executive OfficerMichael Wroe Group Chief Financial OfficerBenjamin Holmes Non-Executive DirectorMichael Risman Non-Executive DirectorFrederic Coorevits Non-Executive DirectorLaurel Bowden Non-Executive DirectorAndrew Griffith Senior Independent Non-Executive DirectorGwyn Burr Independent Non-Executive Director

Company Secretary

Tony Hunter

Registered Office

Masters House, 107 Hammersmith Road, London, W14 0QH

Joint Global Co-ordinator and Joint Bookrunner Key Adviser, Joint Global Co-ordinator andJoint Bookrunner

Goldman Sachs International J.P. Morgan Securities plcPeterborough Court 25 Bank Street133 Fleet Street Canary WharfLondon EC4A 2BB London E14 5JP

Co-Lead Manager Advisers to the Company

Oakley Capital Limited Torch Partners3 Cadogan Gate 33 Cavendish SquareLondon SW1X 0AS London W1G 0PW

Legal Advisers to the Company as to Englishlaw and United States law

Legal Advisers to the Key Adviser, JointGlobal Co-ordinators, Joint Bookrunners andCo-Lead Manager as to English and UnitedStates Law

Herbert Smith Freehills LLP Linklaters LLPExchange House One Silk StreetPrimrose Street London EC2Y 8HQLondon EC2A 2EG

Legal Advisers to SM Trust, IndexVentures, Vitruvian Partners, RedpointVentures and Greylock IL

Dechert LLP160 Queen Victoria StreetLondon EC4V 4QQ

Auditor and Reporting Accountant Registrar

Deloitte LLP Equiniti LimitedAbbots House Aspect HouseAbbey Street Spencer RoadReading RG1 3DB Lancing Business Park

LancingWest Sussex BN99 6DA

32

PART V

EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS

Expected Timetable of Principal Events

All references to time in this document are to the time in London, United Kingdom, unless otherwisestated. Each of the times and dates in the table below are indicative only and may be subject tochange.

Date

Announcement of Offer Price 7.00 am on 3 April

Commencement of conditional dealings on London Stock Exchange 8.00 am on 3 April

Prospectus published 3 April

Admission and commencement of unconditional dealings in Ordinary Shares onLondon Stock Exchange 8.00 am on 8 April

CREST accounts credited in respect of the New Ordinary Shares 8 April

It should be noted that if Admission does not occur, all conditional dealings will be of no effectand any such dealings will be at the sole risk of the parties concerned.

Offer Statistics

Offer Price (per Ordinary Share) 260p

Number of Ordinary Shares in issue immediately prior to Admission1 525,131,397

Number of New Ordinary Shares to be issued by the Company pursuant to the Offer 38,461,538

Percentage of the Company’s issued share capital to be issued pursuant to the Offer 6.8%

Number of Existing Ordinary Shares to be offered by the Selling Shareholderspursuant to the Offer2 100,040,963

Number of Offer Shares subject to the Over-allotment Option 10,387,687

Number of Ordinary Shares in issue following Admission 563,592,935

Expected market capitalisation of the Company3 £1,465 million

Estimated net proceeds of the Offer receivable by the Company4 £94.0 million

Estimated net proceeds of the Offer receivable by the Selling Shareholders2,5 £249.5 million

1 Assuming the share capital re-organisation described in paragraph 4.2 of Part XVI (Additional Information) has taken place.2 Assuming Over-allotment Option is not exercised.3 Based on the Offer Price. The market capitalisation of the Company at any given time will depend on the market price of the

Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share will equal or exceed theOffer Price.

4 After deduction of the estimated commissions, fees and expenses of the Offer payable by the Company, expected to beapproximately £6.0 million (which do not include £1.4 million of expenses that were charged to the income statement duringthe year ended 31 December 2013).

5 After deduction of the estimated commissions, fees and expenses of the Offer payable by the Selling Shareholders,expected to be approximately £10.6 million.

33

PART VI

INDUSTRY OVERVIEW

1. INDUSTRY OVERVIEW

JUST EAT operates in the takeaway food market. The delivery part of this market is estimated by theCompany to have been worth £58 billion globally in 2013. In recent years, the takeaway food markethas been growing faster than GDP, with online ordering growing much faster, fuelled by the adoption ofe-commerce and increased smartphone/tablet penetration (source: EIU and Euromonitor “ConsumerFoodservice in the UK”). The online channel shift experienced in the ordering of takeaway food issimilar to the migration towards the use of the Internet by consumers in other highly fragmentedmarkets, such as restaurant bookings, travel and hospitality, tickets for live entertainment andclassified advertising.

The Directors believe the online takeaway industry benefits from strong and favourable marketdynamics and expect growth in the online takeaway market to continue, driven by general e-commerceadoption and the increasing use and penetration of mobile devices.

1.1 Total Addressable Market

The markets in which the Company currently operates, namely the UK, Denmark, France, Canada,Belgium, Brazil, Ireland, Italy, the Netherlands, Norway, Spain, Switzerland and India are estimated torepresent a total annual takeaway order value (for delivery) of £20.0 billion (excluding India) in 2013,whilst total delivery takeaway order value in the non-JUST EAT markets set forth in Table 1 (whichrepresent markets considered by management to be receptive to online takeaway), is estimated by theDirectors to have been £38.0 billion per annum in 2013.

Table 1: Total Delivery Takeaway Order Value by Country (2013)

Country Total annual delivery takeaway order value (£m)

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,406Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,313Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,642Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,127Ireland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233Italy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,739Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,066Norway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 370Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,601Switzerland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 603

Current JUST EAT footprint(1) . . . . . . . . . . . . . . . . . . . . . . . 19,965

Country Total annual delivery takeaway order value (£m)

Non-JUST EAT marketsUSA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,644Other non-JUST EAT markets(2) . . . . . . . . . . . . . . . . . . . . . . . 20,354

Total non-JUST EAT market . . . . . . . . . . . . . . . . . . . . . . . . 37,998

Source: Callcredit Report (for UK, Denmark, France and Canada), JUST EAT management (for othermarkets)

(1) Excludes India(2) The total order value for other non-JUST EAT markets comprises estimated total order values for Australia, Finland,

Germany, Hong Kong, SAR, China, Japan, Korea, Mexico, Singapore, South Africa and Sweden

34

The global takeaway market has grown in value from 2010 to 2013 at a CAGR of 1.6% and is expectedto grow at a CAGR of 2.3% from 2014 to 2017, according to Euromonitor. This growth has been drivenby changing lifestyles, whereby busier daily routines are resulting in an increasing number ofconsumers ordering food with increasing frequency from takeaway restaurants offering an array of foodvarieties, instead of cooking at home.

1.2 Online Ordering of Takeaway FoodThe online ordering channel has grown significantly faster than the overall takeaway market, driven bygeneral e-commerce adoption and increased mobile usage, in addition to the value proposition thatonline takeaway aggregators such as JUST EAT offer to both consumers and participating restaurants.

In the UK, JUST EAT’s largest single market, overall e-commerce penetration has increased (as apercentage of total retail spend) from 6.6% in 2009 to 10.4% in 2013, a 58% increase (source:Euromonitor).

Table 2: e-Commerce Penetration in the UK: Online as a Percentage of Total Retail Spend(2009-2013)

6.6%7.6%

8.6%9.5%

10.4%

2009 2010 2011 2012 2013

UK Online spend as a % of total retail spend

Source: Euromonitor

Mobile penetration has also increased significantly, with smartphone and tablet penetration ofhouseholds in the UK increasing from 27% and 2% respectively in 2011 to 51% and 24% respectivelyin 2013 (source: Ofcom Technology Tracker). Furthermore, the importance and growth of the onlineand mobile channels have also been demonstrated by comScore, who estimate that at the end of June2013, year-on-year e-commerce spending increased 16% and m-commerce spending increased by24%, compared to overall consumer spending growth of 5%.

This increase in the proportion of online retail spend to total retail spend has been reflected in a similarshift towards online takeaway ordering. The Callcredit Report estimates that, as of November 2013, theonline penetration of takeaway ordering, measured as the number of consumers who have orderedtakeaway food online as a percentage of the total number of consumers who have ordered takeawayfood was 58% in Denmark (the JUST EAT territory with the highest proportion of online ordering oftakeaway food), 32% in Canada, 28% in the UK and 20% in France.

Table 3: Online Penetration of Takeaway Ordering as a Percentage of the Total Number of CustomersOrdering Takeaway Food in Key Markets (2013)

58.3%

31.7%28.0%

19.7%

FranceUKCanadaDenmark

Online penetration (%)¹

35

Source: Callcredit Report

1 Online penetration measured as the number of consumers who have ordered takeaway food online as a percentage of thetotal number of consumers who have ordered takeaway food

The Directors expect the proportion of takeaway ordering online to continue to increase and believethat the channel shift from telephone to online ordering experienced by Domino’s Pizza in the UK mayreflect the potential increase in online penetration for the broader industry.

Table 4: Domino’s Pizza UK: Proportion of Orders Placed Online or by Mobile Devices

27.8%

35.8%

44.3%

55.7%

65.5%

20%

30%

40%

50%

60%

70%

2009 2010 2011 2012 2013

% of UK delivered sales

Source: Domino’s Pizza Q4 trading update (2009-13)Note: Represents digital penetration as of H1 each year

Furthermore, the Directors believe that the increasing propensity of consumers to use their mobiledevices to purchase goods and services has the potential to accelerate the online penetration oftakeaway ordering. In the UK, JUST EAT’s largest single market, approximately 45% of search queriesleading to the Company’s website already originate from smartphones, representing growth ofapproximately 71% compared to the prior year, according to Google Analytics in December 2013. Inaddition, according to internal company data, UK mobile and tablet orders (as a percentage of totalorders) have increased from approximately 3% in January 2011 to approximately 54% in December2013.

Table 5: JUST EAT Non-Desktop Orders (Monthly from Dec 2009–Dec 2013)

0%

10%

20%

30%

40%

50%

60%

2009 2010 2011 2012 2013

% of Non-Desktop Orders

Source: JUST EAT management

1.3 Competition

JUST EAT competes with a range of online and offline participants in the takeaway food business,including other online takeaway food aggregator portals (e.g., hungryhouse.com in the UK), localindependent restaurants, as well as independent restaurants and restaurant chains offeringconventional or online ordering services or both (e.g., Domino’s Pizza in the UK).

36

The following chart illustrates spontaneous brand awareness, which measures the percentage ofconsumers for whom a given brand is the first brand that comes to mind when a customer is asked anunprompted question about a category, for JUST EAT in the UK for the periods indicated.

Table 6: Spontaneous Brand Awareness in the UK (Aug 2012–Dec 2013)

0%

10%

20%

30%

40%

50%

Aug-12 Oct-12 Dec-12 Feb-13 Apr-13 Jun-13 Aug-13 Oct-13 Dec-13

Just-Eat¹ Pizza Hut Domino's Papa John’s Hungry House

Source: YouGov — “JUST EAT” brand tracking — Wave 17 (evaluation December 2013)Question asked: “Now please think about brands which enable you to order take-away food fordelivery. Which brands can you think of?” — analysis based on 1,101 responses

1 JUST EAT pro-forma for Fillmybelly acquisition

1.4 Competitive Position of JUST EAT in Selected Markets

Management commissioned Callcredit, an independent third party research firm, to estimate the sizeand breakdown of the takeaway market in the four key geographies (Denmark, UK, France, andCanada) in which JUST EAT operates.

A three stage method was adopted to perform the analysis for each country:

1. Consumer research was carried out using established providers to assess take-awaybehaviours and preferences;

2. Consumer research findings were combined with demographic data to estimate market size,with external checks performed to test the robustness and veracity of the market sizeestimates;

3. Market size estimates were combined with JUST EAT customer data to investigate existingmarket penetration levels.

United Kingdom

The Directors believe that there are over 42,000 takeaway restaurants offering delivery and another47,000 takeaway restaurants offering collection in the UK as at November 2013. According to theCallcredit Report, the total annual delivery takeaway order value in the UK in 2013 was estimated at£4.4 billion, of which the online delivery takeaway order value was estimated at £1.3 billion per annum.

The Callcredit Report indicates that whilst the online ordering channel has already been established,significant growth opportunities exist in the form of further online penetration in the delivery andcollection takeaway market. Given the Company’s existing approximate 50% share of consumersalready ordering takeaway online according to the Callcredit Report, the Directors believe that JUSTEAT is well positioned to attract new users as online takeaway penetration continues to increase. TheDirectors believe that the majority of the remaining approximate 50% of the market represents chains(predominantly Domino’s), rather than aggregators.

Denmark

The Directors believe that there are over 2,500 takeaway restaurants in Denmark as at November2013. According to the Callcredit Report, the total annual delivery takeaway order value in Denmark in2013 was estimated at approximately £190 million, of which the online delivery takeaway order valuewas estimated at approximately £130 million per annum.

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JUST EAT currently has an approximate 64% share of the online delivery market, according to theCallcredit Report. The Callcredit Report also indicates that a significant portion of the deliverytakeaway market is already accessed via the online ordering channel and therefore, the Directorsbelieve that the potential for growth in online ordering is likely to be more limited than the potential forgrowth in certain other geographies such as the UK.

France

The Directors believe that there are over 10,500 takeaway restaurants in France as at November 2013.According to the Callcredit Report, the total annual delivery takeaway order value in France in 2013was approximately £2.3 billion, of which the online delivery takeaway order value was estimated atapproximately £620 million.

The Callcredit Report indicates that whilst the online ordering channel is already established, significantfurther opportunity for additional online penetration in the delivery takeaway market still exists. JUSTEAT currently enjoys an established position in this market, with an approximate 10% share of theonline delivery market by number of active customers according to the Callcredit Report.

The Directors believe that the market size stated above may be over-stated due to the methodologyemployed in the Callcredit Report. In French, there is no single translation for “takeaway” but rather thisterm includes repas livrés (delivered meals), plats à emporter (takeaway meals) and traiteur (preparedmeals for take-away, which includes supermarket traiteur counters). Given this definitional ambiguity,there is potential for over-estimation of the delivery takeaway market size in the analysis in theCallcredit Report.

Canada

The Directors believe that there are over 11,700 takeaway restaurants in Canada, while the totalannual delivery takeaway order value was estimated at approximately £2.6 billion as at November2013. Of this, the Callcredit Report indicates that the online delivery takeaway order value wasapproximately £1.0 billion per annum.

The Callcredit Report indicates that whilst the online ordering channel is already established, significantopportunity remains for further online penetration in the delivery takeaway market. JUST EAT currentlyhas an approximate 5% share of the online delivery market according to the Callcredit Report. TheDirectors believe that the majority of the remaining 95% of the market is attributable to restaurantchains in Canada, rather than online delivery aggregators.

Table 7: JUST EAT Reach of Key Markets (2013)

Country

Total marketactive

customers (m)(1)

Total marketactive online

customers (m)(2),(4)

JUSTEAT active

customers (m)(3)

JUSTEAT share as a

% of marketactive onlinecustomers(4)

JUSTEAT share as a

% of marketactive

customers

UK . . . . . . . . . . . . . . . . 24.6 6.9 3.4 50% 14%France . . . . . . . . . . . . 12.7 2.5 0.3 10% 2%Denmark . . . . . . . . . . . 1.2 0.7 0.5 64% 39%Canada . . . . . . . . . . . . 12.3 3.9 0.2 5% 2%

Source: Callcredit: “Take-Away Market: Sizing the Consumer Opportunity in UK, France, Denmark andCanada”, November 2013

(1) Defined as individuals who order delivered takeaway food(2) Defined as individuals who order takeaway food online(3) Defined as individuals who ordered takeaway food on JUST EAT in the last 12 months(4) The Directors believe that with regard to France and Canada, where there are significantly fewer takeaway restaurants

offering delivery services through online ordering, the total market for active online customers has been significantlyoverstated in the Callcredit Report and, consequently, JUST EAT’s market share for active online customers has beensignificantly understated.

38

Part VII

BUSINESS OVERVIEW

1. INTRODUCTION

JUST EAT operates the world’s largest online marketplace for restaurant delivery based on averagesearch volume in 2013, according to the Google keyword research tool. By enabling an easy andsecure way to order takeaway food (food for delivery or collection) from local takeaway restaurants, theCompany seeks to fulfil its mission to empower consumers to love their takeaway experience. JUSTEAT’s websites and mobile apps enable consumers to find an extensive array of local takeawayrestaurants and place orders directly through the JUST EAT platform. JUST EAT has market-leadingpositions in the majority of the 13 countries in which it operates (based on Google search traffic),including in its largest markets — the UK, Denmark, France, Canada, Ireland and Spain.

JUST EAT encourages consumers to shift from telephone based takeaway ordering to its onlineplatform by offering breadth of choice, ratings and reviews, ease of use and a more efficient consumerexperience when ordering from local takeaway restaurants.

JUST EAT provides takeaway restaurants with a cost effective channel for consumer acquisition aswell as a robust technology platform that can enhance both restaurant productivity during peakordering hours and kitchen utilisation during off-peak ordering hours.

The benefits offered by JUST EAT to both consumers and takeaway restaurants create network effectsthat are self-reinforcing: more consumers are drawn to the platform due to the number of takeawayrestaurants, which in turn attracts even more takeaway restaurants to the platform. The Directorsbelieve that having a leading competitive position in a given local market drives these network effects.

As a result, the Company is well placed to benefit from the combination of underlying growth in thefood delivery market and an ongoing shift towards online ordering. The number of orders placedthrough the JUST EAT platform grew from approximately 14 million during the year ended31 December 2011 to 40 million during the year ended 31 December 2013, at a CAGR of 70%, and thenumber of takeaway restaurants in the JUST EAT network increased from 16,985 as at 31 December2011 to 36,415 as at 31 December 2013. Over the same period, revenue increased at a CAGR of 69%to £96.8 million.

For the year ended 31 December 2013, JUST EAT had revenue of £96.8 million, Underlying EBITDAof £14.1 million and profit before tax of £10.2 million. The Company has generated positive UnderlyingEBITDA in the UK since 2010 and, on a consolidated basis, since 2011.

2. HISTORY AND DEVELOPMENT

The first JUST EAT website was launched in Denmark on 1 August 2001 and, by the end of 2002, theCompany was processing on average more than 250 orders per day. By the beginning of 2004, thewebsite had over 500 takeaway restaurants in its network and first achieved profitability.

In 2006, JUST EAT launched in the UK under the leadership of David Buttress, who subsequentlybecame Group CEO in 2013. Based on share of search traffic in 2013 and JUST EAT’s estimated 50%share of consumers ordering takeaway food online in the UK (according to the Callcredit Report), theDirectors believe that the Company’s UK business is a market leader. The UK business is the largestof the JUST EAT operations in terms of the number of takeaway restaurants and orders.

The Company’s global headquarters moved from Denmark to the UK in 2008.

In July 2009, JUST EAT raised £5 million from a Series A investment round led by Index Ventures.This investment enabled the Company to expand into other markets internationally, including Canada,and further develop its UK and Irish businesses. In February 2011, JUST EAT raised an additional£15 million from a Series B investment, with participation by Greylock IL and Redpoint Ventures. Thisinvestment enabled JUST EAT to acquire operations including joint ventures and associates in France,Italy and Switzerland. A third Series C round of investment in April 2012 was led by Vitruvian Partnersand raised £35 million for the Company.

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Since its inception, JUST EAT has invested significant management, operational and financialresources in developing its network of takeaway restaurants, consumer offerings, business processes,technology infrastructure and brand, as well as international expansion. The Company currentlyoperates in the UK, nine other countries in Europe (Denmark, France, Spain, Ireland, Italy,Switzerland, Belgium, the Netherlands and Norway), Canada, Brazil and India.

Since 2009, the original founders of JUST EAT have not been involved in its operations and, after2011, have held no ownership interests in JUST EAT.

3. THE JUST EAT BUSINESS

3.1 Overview of business operations

JUST EAT provides consumers of takeaway food with an easy and secure way to order from takeawayrestaurants in their local area. Takeaway restaurants contract with the Group to join the JUST EATplatform and have their menus made accessible to consumers. JUST EAT’s websites and mobile appsallow consumers to search for local takeaway restaurants, place orders online and pay online or bycash on delivery. The online orders are transmitted to and accepted by takeaway restaurants viaJustConnect Terminals (“JCTs”), which send confirmations to consumers, following which thetakeaway restaurants prepare and deliver the food.

The Company primarily derives its revenue from commissions charged to restaurants on the value oforders placed through its platform, which were on average approximately 10.7% for the year ended31 December 2013. In addition, takeaway restaurants that join the JUST EAT network pay sign-up feesof up to approximately £850, depending on their geographical market. Restaurants may also payJUST EAT fees for orders placed by credit or debit card, which they may choose to pass on toconsumers, or for additional services, such as promotional top-placement marketing on the Company’splatform, and merchandise, such as JUST EAT branded packaging and menus. In certain countries,JUST EAT charges consumers a fixed fee on orders paid for by credit or debit card. For the yearended 31 December 2013, 87.5% of JUST EAT’s revenue was order driven (consisting of commissionrevenue and payment card fee revenue, which together constitute B2C revenue).

When a consumer chooses to make payment online, JUST EAT collects the full order value on behalfof the takeaway restaurant. JUST EAT receives the cash for this payment from the payment cardcompany after approximately three working days and then, on the next payment date, transfers to thetakeaway restaurant an amount equal to the online payments received less JUST EAT’s commissionsfor both cash and payment card orders and other fees. Payment to takeaway restaurants is made twiceper month in most of the countries in which JUST EAT operates.

3.2 Service to consumers

JUST EAT’s websites and mobile apps have an intuitive, user-friendly interface that allows consumersto find and choose their preferred takeaway restaurants and food. Restaurant search results, menusand consumer reviews are displayed in a consistent format and consumers can quickly view details forseveral takeaway restaurants. The Directors believe that the Company’s online aggregation andcomparison services simplify the ordering experience for consumers of takeaway food.

The following table sets forth the number of orders placed through JUST EAT for the years ended31 December 2013, 2012 and 2011.

Number of orders for theyear ended 31 December

2013 2012 2011

(‘000)

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,109 17,095 9,033Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,144 3,834 3,478Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,918 4,336 1,386

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,171 25,265 13,897

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3.2.1 Key benefits for consumers of takeaway food

The Directors believe that the key elements of JUST EAT’s value proposition to consumers are asfollows:

• Informed choice

The JUST EAT platform hosts a wide range of local takeaway restaurants, typically offering avariety of cuisines with multiple takeaway restaurants for each cuisine. Consumers can viewfull menus for food and beverages for each takeaway restaurant and read consumer reviewsand ratings of the takeaway restaurants before ordering. JUST EAT currently has four millionreviews on its platform, covering a range of topics from food quality to speed of delivery.Accordingly, the JUST EAT platform offers consumers immediate access to more informationthan they would otherwise be able to obtain, such as over the phone, from directories or fromadvertising leaflets.

• Convenience

JUST EAT offers a quick and easy way for consumers to order takeaway food. Consumerscan choose to pay cash on delivery or online with a credit or debit card, and can generallystore card and address/contact details, as well as details of previous orders and favourites, forfuture ease of ordering. JUST EAT’s mobile apps allow consumers to also order while on thego.

• Ordering experience

Unlike traditional telephone ordering, ordering through JUST EAT avoids delays or frustrationfrom engaged telephone lines or any confusion that can arise in telephone conversation. If theconsumer chooses to pay with a credit or debit card, details are taken by JUST EAT ratherthan the takeaway restaurant, for a more secure and centralised transaction. JUST EAT alsooffers customer service, both online through order support and chat, and offline through callcentres.

3.3 Service to takeaway restaurants

The JUST EAT network offers takeaway restaurants access to a large number of consumers whopurchase takeaway food. The Directors believe that membership in the network improves transactionalefficiency and also has a discernible impact on order volume and average order value and, thereby,total transaction value for takeaway restaurants, which justifies the costs of joining the network. For theyears ended 31 December 2013, 2012 and 2011, total transaction value for takeaway restaurants inthe JUST EAT network amounted to £682.4 million, £417.3 million and £232.8 million, respectively.

The following table sets forth the number of takeaway restaurants in the JUST EAT network as at31 December 2013, 2012 and 2011.

Number of takeaway restaurantsas at 31 December

2013 2012 2011

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,017 15,317 10,236Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,920 1,890 1,690Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,478 12,732 5,059

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,415 29,939 16,985

3.3.1 Key benefits for takeaway restaurants

The Directors believe that the key elements of JUST EAT’s value proposition to takeaway restaurantsare as follows:

• Increased orders and higher average order value

JUST EAT offers takeaway restaurants an additional channel for attracting consumers from awider potential audience. In the UK, for the year ended 31 December 2013, the top 10% oftakeaway restaurants measured by their volume of activity on the JUST EAT platformreceived on average 422 orders per month through JUST EAT, while the top 85% of

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takeaway restaurants on the platform received on average 138 orders per month throughJUST EAT. In addition, the average value of an order placed online is approximately 30%higher than the average value of an order placed over the telephone.

• Efficiency

The Company provides takeaway restaurants with an easy-to-use system through which theyreceive a clear print-out of consumer orders, thereby reducing communication errors and thenumber of staff required to process orders. The systems used by JUST EAT also enabletakeaway restaurants to process orders more quickly and efficiently than they can withtelephone ordering. This added efficiency is particularly beneficial during peak orderingperiods (evenings of Friday to Sunday), when UK takeaway restaurants receive on average26,000 orders per hour, compared to 10,000 orders per hour during quiet periods (Monday toThursday).

• Better marketing

Takeaway restaurants in the JUST EAT network benefit from the Company’s extensive online,television and other marketing campaigns. In addition, takeaway restaurants can offertargeted discounts through JUST EAT to drive sales volume during slower periods.Restaurants also have the opportunity to purchase top-placement rankings in search resultson the JUST EAT platform to better attract the attention of potential consumers.

• Scale benefits

Takeaway restaurants benefit from the scale of JUST EAT’s operations, which enable theCompany to develop and provide order management technology for the restaurants thatwould be difficult and costly for such restaurants to develop independently. In addition, JUSTEAT’s scale gives it purchasing power with respect to merchandise such as brandedpackaging and menus, so that takeaway restaurants can purchase these items from JUSTEAT at comparatively lower prices than those set by other merchandise suppliers. Throughconsumer reviews on the platform and industry conferences hosted by the Company,takeaway restaurants can also learn about consumer preferences and review feedback,helping them to develop their businesses accordingly.

3.4 Contractual arrangements

In all of JUST EAT’s countries of operation, takeaway restaurants that wish to join the JUST EATplatform are generally required to enter into contracts with the Company containing terms andconditions substantially based on each country’s standard form or forms. Each standard contractcontains a right to terminate for any reason on between 30 to 90 days’ notice (depending on thecountry) by the takeaway restaurant and on between zero and 90 days’ notice by the Company.Certain of the standard contracts also permit one or both parties to terminate only after expiration of aminimum initial term, or allow one or both parties to terminate on shorter notice in certaincircumstances, such as breach of certain material obligations by, or insolvency of, the other party.

4. STRENGTHS OF THE JUST EAT BUSINESS

The Directors believe that the Company’s key strengths are:

4.1 Compounded benefits from underlying growth of the takeaway food market and ongoingshift towards online ordering

JUST EAT’s most established countries of operation, the UK and Denmark, have experiencedsustained growth in the takeaway food market, supported by evolving consumer behaviour (such as areduced willingness to cook at home) and expanded consumer appetites for more diverse cuisines. Inaddition, the Directors believe that the penetration of online ordering within the overall takeaway foodmarket is steadily increasing, driven by general e-commerce adoption trends as well as the specificbenefits that JUST EAT offers to both consumers and takeaway restaurants.

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4.2 Attractive local markets in key countries of operation

JUST EAT has market-leading positions in the majority of the 13 countries in which it operates,including in its largest markets — the UK, Denmark, France, Canada, Ireland and Spain. The Directorsbelieve that these countries are among the world’s most attractive markets for takeaway food, as theyare characterised by factors such as ideal weather conditions for takeaway ordering (long cold winterswith diminished daylight hours), a fragmented market of largely independent takeaway restaurants andfewer established restaurant chains offering competing takeaway services, as well as high levels ofinternet penetration and e-commerce adoption. In the UK in particular, where the fragmentedrestaurant base is particularly suited to JUST EAT’s business model, consumer preferences for variedcuisines have encouraged the growth and diversification of the takeaway industry. For the year ended31 December 2013, the top ten takeaway restaurants measured by volume of activity on the JUSTEAT platform represented less than 1% of orders and commission revenue in the UK and less than 5%in Denmark, and the top 10% of restaurants represented less than 40% of total transaction value andcommission revenue in the UK and in Denmark.

4.3 Competitive advantages for the local market leader through strong network effects

The Directors believe that having a leading competitive position in a given local market drives strongernetwork effects, creating a self-reinforcing business model. More consumers are drawn to the platformdue to the number of takeaway restaurants, which in turn attracts even more takeaway restaurants tothe platform. These network effects create a virtuous circle that helps to build the JUST EAT brand anddrive consumer engagement in the JUST EAT marketplace. As a result, JUST EAT’s competitiveadvantages in those markets where it is the leader are further reinforced.

4.4 Strength of the JUST EAT online presence driving consumer traffic

JUST EAT has an established online presence, which helps to drive consumer traffic to the platform.JUST EAT generally appears in the top three in search results for “takeaway food” and relatedtakeaway food searches (e.g., “Chinese, Leeds”). The Company seeks to enhance its online visibilityand raise brand awareness through pay-per-click (“PPC”) marketing (also known as search enginemarketing (“SEM”)) and search engine optimisation (“SEO”), and has in-house experts to undertakesuch marketing activities in a cost effective manner. PPC marketing focuses on sponsored or paidlistings that are generated in response to search engine queries (i.e., paid search), while SEO focuseson enhancing the rankings and relevance of JUST EAT’s websites in organic search results. Onaverage, the Company is bidding on more than 3.5 million active keywords at any given time. JUSTEAT’s social media presence, with 2.2 million Facebook fans worldwide and over 40,000 Twitterfollowers, is also useful for enhancing brand awareness and attracting consumer traffic to the JUSTEAT platform.

4.5 Strength of the JUST EAT brand driving consumer traffic

The Directors believe that JUST EAT’s brand awareness is a key driver of website and mobile apppopularity and helps drive consumer traffic to the JUST EAT platform. The JUST EAT brand hasbenefited from award-winning creative positioning delivered through coordinated multi-media and multi-channel marketing initiatives, and the strength of the brand is reflected by the percentage of orders(approximately 80% for the year ended 31 December 2013 and approximately 88% for the threemonths ended 31 December 2013 in the UK) that are made through free traffic to the websites.

The Company has invested in television commercials and other advertising with both the immediateeffect of directing consumers to the site and the longer term benefit of increased brand recognition.Top-of-mind awareness, which measures the percentage of consumers for whom a given brand is thefirst brand that comes to mind when a customer is asked an unprompted question about a category,increased for JUST EAT in the takeaway food category from 20% in August 2012 to 39% in December2013 (in the UK). JUST EAT branding, such as signage on takeaway restaurant windows and logos onfood packaging and menus, not only acts as a cost effective marketing tool but is increasingly viewedby takeaway restaurants as an asset due to JUST EAT’s brand credibility. By marketing throughtakeaway restaurants in this manner, the Company can benefit from increased brand visibility at little tono additional cost.

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4.6 Low consumer acquisition costs and predictable consumer usage supporting attractiveunit economics

According to the Company’s calculations, the cost per active account for the year ended December2013 was approximately £3.70 in the UK, compared to average revenue per order during the sameperiod of approximately £2.10. Consumer acquisition costs are kept low through cost effective PPCmarketing activities and the growing use of mobile apps, which generate an additional source of freetraffic.

JUST EAT’s platform has a high and stable conversion rate of visits to orders, which in the UK was28% for the year ended 31 December 2013, helping to lower the average consumer acquisition cost.Moreover, consumer re-order rates are stable and predictable, with approximately 50% of consumersreturning to the platform after their first order and continuing to order on average 10 times per yearthereafter in the UK. As a result, the Company has typically received relatively rapid payback for itsconsumer acquisition costs and derives high average lifetime values from its consumers. JUST EAT’sbusiness model, therefore, benefits from attractive unit economics.

4.7 Strong and active relationships with takeaway restaurants

JUST EAT maintains strong and active relationships with its takeaway restaurants through regularvisits and phone calls by members of the sales team and dedicated telephone support centres. Theserelationships are underpinned by each restaurant’s initial investment upon signing up to the JUST EATnetwork, as well as the restaurants’ ongoing contractual arrangements with the Company, each ofwhich the Directors believe encourages active participation and engagement by both parties. Bydeveloping long-term relationships with takeaway restaurants, JUST EAT can also use its industryknowledge and experience to help professionalise the industry by, for example, introducing moreadvanced order management technology, thereby allowing takeaway restaurants to deliver betterservice to consumers.

4.8 Efficient, established and scalable technology platform

The systems used by the Company both enhance the consumer experience of ordering online anddeliver business with speed and efficiency to takeaway restaurants. The Directors believe that theCompany’s installed base of JCTs and highly scalable back-end systems hosted by Amazon WebServices provide a competitive advantage to JUST EAT over other online takeaway food businesses,in terms of the completeness, accuracy and efficiency of the systems and the ability to scale acrossmany takeaway restaurants.

The Company’s JCTs are in use in nearly all of JUST EAT’s takeaway restaurants in the UK andDenmark. JUST EAT installed JCTs across its network of takeaway restaurants from an early stageand, in the Directors’ belief, significantly earlier than its competitors’ use of equivalent devices. Toachieve a comparable installed base and scalable systems of similar complexity would be difficult,costly and time-consuming. The Directors believe, therefore, that this early implementation andwidespread roll-out represents a significant competitive advantage.

Certain features of JCTs make them particularly well suited to providing fast and reliable service toconsumers and more efficient and cost effective service to takeaway restaurants. JCTs provide aclosed loop system for the takeaway restaurant to send an order confirmation to the consumer. Theclosed loop system also allows JUST EAT to monitor the status of orders in progress for betterinformation about takeaway restaurant operations. The quick response time between order andconfirmation through JCTs helps takeaway restaurants to deliver better customer service and achievegreater operating efficiency, by reducing order processing times. Moreover, the units require onlyGPRS connectivity, which reduces the need for broadband infrastructure and provides for fast andeasy implementation across takeaway restaurants.

4.9 Strong track record of growth and profitability in the UK and Denmark

JUST EAT has demonstrated a strong track record of revenue growth in the UK and Denmark. Overthe three-year period ended 31 December 2013, JUST EAT’s revenue in the UK increased to £68.8million compared to £21.4 million and its revenue in Denmark increased to £11.5 million compared to£8.8 million, reflecting a CAGR of 79% and 14%, respectively. Moreover, the Directors expect thepercentage of takeaway orders placed online to increase in the UK, from 20% as at November 2013 tolevels more comparable to the 49% observed in Denmark.

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The margin potential of the JUST EAT model can be seen in Denmark, where the market is wellestablished in terms of online penetration and where the Company enjoys a solid leadership position.For the year ended 31 December 2013, the Denmark business generated a segment UnderlyingEBITDA margin of 40.2%. In the UK, JUST EAT’s segment Underlying EBITDA margin has increasedover the past three financial years, to 37.1% for the year ended 31 December 2013 compared to33.4% for 2012 and 22.5% for 2011. As online penetration increases in the takeaway food market andthe Company’s marketing and other operations become more cost effective, the Directors believe thatthere is potential for Underlying EBITDA margins in the UK to expand further.

4.10 Significant opportunity for revenue growth in the Company’s other markets

The Directors believe that JUST EAT has strong growth opportunities across its less establishedcountries of operations (i.e., countries other than the UK and Denmark). Since 2007, the Company hasexpanded internationally, having entered 11 countries through a combination of organic developmentand acquisitions. In the majority of these countries, JUST EAT has established a leading presence. Inaddition, the growth to date of the number of orders and takeaway restaurants in these countriesreinforces the Directors’ belief that the Company can continue to make use of its scalable technologyplatform and sales and marketing best practices, amongst other abilities, to further develop thesebusinesses.

4.11 Potential to expand into takeaway food collection

The Directors believe that the Company can further expand its addressable market by allowingordering for collection in addition to delivery. This represents another potential market for JUST EAT,and would expand the network to those restaurants that do not offer delivery services. With theincreasing popularity of JUST EAT’s mobile apps, the Directors anticipate that ordering for collectionwill become a growing part of the Company’s business.

4.12 Strong cash generation driven by attractive and growing margins, favourable workingcapital dynamics and low capital expenditure requirements

JUST EAT benefits from a business model that minimises credit risk and has favourable workingcapital dynamics, whereby the Company receives cash from card transactions within approximatelythree working days on average and distributes payment to takeaway restaurants twice a month in mostcountries net of commissions and fees. For the year ended 31 December 2013, 59% of all orders werepaid for by credit or debit card. The Company generally receives cash from card transactions in anamount that exceeds the payment amount to be distributed to its takeaway restaurants. Accordingly,the Company has very low bad debt. In addition, the Company is able to recoup the majority of itscapital expenditure requirements, as takeaway restaurants subsidise the cost of JCTs through theconnection fee charged by JUST EAT.

4.13 Experienced management team

JUST EAT’s strong track record of growth has been delivered by its established and experiencedmanagement team. The Company’s senior management team has significant expertise acrossfunctional areas such as information technology, technology product development and marketing. TheChief Executive Officer, David Buttress, led the UK business from launch in 2006, while the ChiefFinancial Officer, Mike Wroe, joined the business in 2008 and has extensive experience in CFO andFinance Director roles. The Directors believe that the management team’s expertise and continuity areimportant advantages in a rapidly growing market.

5. JUST EAT’S STRATEGY

The principal elements of the Company’s strategy are to:

5.1 Continue to improve the consumer experience to maintain JUST EAT’s leading marketpositions

JUST EAT intends to grow its leading positions in the market for online takeaway food by enhancingthe consumer experience in the following ways:

• More choice in takeaway restaurants

By expanding its network of takeaway restaurants, the Company can broaden and diversifythe range of choices available to consumers across existing and new local markets.

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• Improved technology platform

The Company intends to improve the JUST EAT user interface through new websitefunctionalities, as well as enhanced offerings for mobile devices, such as regularly updatedand improved mobile apps that can store previous order details and enable ordering forcollection.

• More information and improved ordering experience

Moreover, JUST EAT intends to maintain its focus on customer service. It is seeking toenhance the consumer’s ability to keep track of timing for the overall process of placing anorder, receiving the order confirmation, and being informed of the processing and deliverystatuses. In addition to information about the status of orders, the Company is consideringintroducing features to allow consumers to access more information about the takeawayrestaurants themselves, such as more reviews, nutrition and allergy information, and detailsrelating to other dietary requirements. The use of email communications that are tailored toconsumers’ demonstrated preferences can provide further informed choice.

5.2 Enhance offering to takeaway restaurants

The Company intends to continue to enhance its offering to takeaway restaurants in the followingways:

• Increase order volume and order value

As the business expands, JUST EAT intends to deliver higher order volumes to takeawayrestaurants by virtue of the informed choice, convenience and ordering experience that itsplatform offers to consumers of takeaway food. JUST EAT also intends to help generatehigher average order values through upselling to consumers, and to further develop itspromotions platform to encourage more ordering activity during quiet periods. Finally, theCompany will seek to make use of its valuable database of user information to generateincreased order volumes and increase its engagement with consumers, for example, throughtargeted email newsletters announcing new local takeaway restaurants.

• Better tools for takeaway restaurants

JUST EAT intends to offer better tools for takeaway restaurants to enhance their business,such as new models of JCTs, more advanced electronic point-of-sale (“EPOS”) systems forin-store order management and order status tracking, as well as the Partner Centre, wheretakeaway restaurants can order merchandise from JUST EAT and otherwise monitor theirlevel of business activity with the Company. As a first step towards being able to offer theEPOS tool to takeaway restaurants, JUST EAT recently acquired Meal 2 Order.com Limited.

• Better marketing and more targeted promotions

JUST EAT will also continue to develop marketing strategies that benefit its network, such asadditional opportunities for on-platform advertising by takeaway restaurants. The Companywill continue to assist takeaway restaurants to even out supply and demand imbalances fortakeaway food, by encouraging restaurants to offer special promotions during quiet periods(i.e., Monday to Thursday).

The Directors believe that, as a result of these initiatives, takeaway restaurants will view the JUST EATplatform as increasingly important and value enhancing for their businesses.

5.3 Continue transition to mobile based order platform

The Company intends to continue its transition to a mobile-first strategy, as increasing numbers ofconsumers are favouring mobile devices for online purchases. For the year ended 31 December 2013,43.8% of the orders received in the UK were placed from mobile devices, either through theCompany’s mobile apps or mobile websites. The Company intends to continue to upgrade its

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technology on a regular basis, for example by releasing enhanced apps for the iPhone and iPad, inorder to continue to provide a convenient, efficient and reliable service for the increasing proportion ofconsumers for whom mobile has become the preferred platform for conducting e-commercetransactions.

5.4 Continue to build the JUST EAT brand

The Company intends to continue to increase brand awareness through coordinated online and othermarketing initiatives, which should help to drive existing consumer re-order rates by helping the brandto remain top-of-mind, as well as enabling JUST EAT to acquire new consumers and attract moretakeaway restaurants. In particular, JUST EAT plans to continue to raise its profile by focusing itsmarketing efforts on further television advertising campaigns, and by continuing to deliver betterservice to consumers through its customer care team. The Company’s SEO marketing is also aimed atincreasing free traffic by enhancing the rankings of the JUST EAT websites on popular search engines.

5.5 Improve operational efficiency and margins

JUST EAT plans to continue to improve its profitability by pursuing operational excellence andcapturing further margin potential. In addition to sharing technology costs by further integrating theexisting JUST EAT platforms, the Company intends for other costs, including marketing expenditure, todecrease as a percentage of revenue. The Directors also expect that continuing investment in brandawareness and enhanced SEO and PPC marketing strategies will help to drive free or lower cost trafficand may potentially lower overall consumer acquisition costs. Where appropriate, the Company willalso improve its order management system to maintain cost discipline, for example with regard to thenumber and location of order management staff.

5.6 Strengthen competitive position in existing markets and potentially expand into newcountries via selective acquisitions

JUST EAT intends to pursue opportunities to strengthen and develop its business. The Company plansto grow within its existing countries of operation by continuing to invest in technology, marketing andthe sales team, as well as through newer initiatives such as enhancing the network’s ability to allowconsumers to order food for collection in addition to delivery and by acquiring and integratingcomplementary businesses. In the right circumstances, JUST EAT may potentially expand by enteringnew geographies via the acquisition of market leaders with positions of scale in those countries. TheCompany is also prepared to strengthen its business by divesting operations, if doing so is likely to bevalue-enhancing.

6. MARKETING AND PROMOTION

The JUST EAT brand is one of the Company’s most important assets. JUST EAT’s marketingcampaigns are directed at both consumers of takeaway food and takeaway restaurants, with the goalof attracting more consumers to the platform and more restaurants to the network. The Company hasadopted a “challenger” brand marketing strategy that uses both conventional and more innovativemarketing channels to create a comprehensive brand identity. According to an online survey conductedby YouGov in December 2013, approximately 73% of all UK adults who have ordered takeaway food atleast once every three months are aware of the JUST EAT brand. The same survey found that JUSTEAT overtook Domino’s Pizza as highest ranked for top-of-mind awareness when the same set ofconsumers was asked to name a takeaway food service, with 39% now naming JUST EAT as the topbrand.

For the year ended 31 December 2013, JUST EAT spent £23 million on marketing. The Companyemploys an in-house team to implement its marketing strategies in a cost effective manner. TheDirectors believe that investment in television advertising, in particular, can help to lower consumeracquisition costs by generating more direct-to-site and organic search traffic.

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6.1 Marketing to consumers

6.1.1 Online and other digital marketing

For the year ended 31 December 2013, approximately 80% (and approximately 88% for the threemonths ended 31 December 2013) of the Company’s orders in the UK were acquired through non-paidtraffic to the websites, i.e., organic searches for terms such as “JUST EAT” or “takeaway food”, as wellas direct visits to the website. JUST EAT’s digital marketing team is seen as an industry leader and isoften invited to speak at industry conferences. In 2013, the digital marketing team won a number ofawards, including the IQ Talent Award and Best Social Customer Service Strategy at the Social Buzzawards.

• SEO

Search engines are an important source of traffic for JUST EAT and potential consumers can arrive atthe Company’s websites through organic search results or through sponsored listings. Search enginessuch as Google do not charge websites to appear in organic search results but rather rank websitesaccording to an algorithm. The more highly ranked the website, the greater the probability that a userwill visit that website rather than a competing lower ranked website. SEO activities are focused onenhancing the rankings and relevance of JUST EAT’s websites in organic search results that aredelivered to internet users in response to search queries. Visitors to the websites originating fromorganic search results entail minimal direct costs to the Company and, as a result, SEO activities are aparticularly cost effective means of consumer acquisition, although changes in search engines’algorithms (particularly Google’s) can, from time to time, result in reduced rankings on certain searchterms. JUST EAT has developed significant internal expertise in this area of online marketing.

• PPC (SEM) marketing

JUST EAT has a dedicated PPC marketing team that uses a bid management tool to managecampaigns on search engines, including Google and Bing. In contrast to SEO, PPC marketing focuseson sponsored or paid listings that are generated in response to search engine queries (i.e., paidsearch). For the year ended 31 December 2013, PPC marketing comprised 31% of the Company’smarketing expenditure.

The Company purchases sponsored listings on search engines’ results pages for certain relevantkeyword searches. A website’s position within the paid search results table for particular keywords isdetermined by the revenue earned by the search engine from the listing. The search engine will displaythe sponsored listing from which it will earn the greatest revenue at the top of the sponsored listingstable, typically on the top or right hand side of the search results page. A search engine’s revenue isdetermined by the bid price for the search term (i.e., cost per click) multiplied by the click-through rateof the sponsored listing (i.e., the predicted propensity of internet users to actually click on thesponsored link). The click-through rate is in part influenced by brand awareness, since greater brandawareness will generally lead to a higher click-through rate. This means that well recognised brandscan potentially attract visitors at a lower cost per click than lesser known brands because wellrecognised brands will generally attract increased volumes of clicks. The relevance of the explanatorytext used beneath the actual link can also improve the click through rate and consequently reduceconsumer acquisition costs through PPC marketing.

• Social media marketing

As at 31 December 2013, JUST EAT had 2.2 million Facebook fans worldwide and over 40,000followers on Twitter. JUST EAT’s social media accounts are used to respond to customer servicequeries and, more broadly, to communicate quickly and directly with consumers to stimulate onlinementions of the brand. The Company’s social media presence also enables “dual screen” marketing toviewers of JUST EAT television advertisements who are also engaged with JUST EAT on their mobiledevices. In addition, the Company sends out weekly newsletter emails and other emailcommunications, including promotions and discounts, to the consumers in its database.

Following the launch in 2013 of JUST EAT apps for iPhone and Android, the Company has marketedthem under various slogans. The digital marketing team won the 2013 IQ Talent Award for thiscampaign in the UK.

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6.1.2 Television

JUST EAT’s television advertising campaigns are targeted at its core consumer demographics ofstudents, young professionals and technology-literate families and scheduled at times when they aremore likely to be feeling hungry. In addition to raising brand awareness, television advertising mayresult in an almost immediate response from viewers to order from JUST EAT via mobile devices orcomputers, and also allows the Company to monitor the effect of its advertising on consumers after it isbroadcast.

For the year ended 31 December 2013, television marketing comprised 31% of the Company’smarketing expenditure.

JUST EAT commenced its first television marketing campaign in the UK in November 2009. The firsttwo segments of the advertisements continued to be broadcast throughout 2010, and a second wavewas broadcast until February 2012.

Following the launch of the “Don’t cook, JUST EAT” re-brand campaign in September 2012, a newseries of television advertisements was broadcast across 11 countries in which JUST EAT operates. In2013, the Company went beyond normal television media to engage in “dual screen” marketing,staging a live televised “kidnapping” of a celebrity chef, during which viewers were invited to interactwith the chef via their mobile devices. The “Don’t cook, JUST EAT” campaign has won multipleadvertising and digital marketing awards, including the Sunday Times Tech Track Brand of the Year in2012 and Re-brand of the Year and the Chairman’s Award at the Drum Marketing Awards in 2013.

6.1.3 Other offline marketing

JUST EAT has adopted innovative and award-winning offline marketing strategies. In November 2012,the Company entered the figurehead of the “Don’t cook, JUST EAT” campaign, “Mr Mozzarella”, into aparliamentary by-election in Corby, in the UK. The campaign, which attracted national media attention,won the 2013 International Silver SABRE Award for best guerrilla campaign, the significance of whichis reflected by the fact that the SABRE awards attract more entries from around the world than anyother PR award. JUST EAT also markets through branded cars for its sales team and additionaladvertising on buses, taxis and other dedicated outdoor spaces.

6.2 Marketing through takeaway restaurants

The Company benefits from the use of JUST EAT branded merchandise and signage by takeawayrestaurants, usually at little or no additional cost, which gives JUST EAT a significant high streetpresence and visibility with minimal marketing expenditure. A number of takeaway restaurants displayeither or both of a “JUST EAT” sticker in their window and a “JUST EAT” sign above their doors. AsJUST EAT can use its greater purchasing power (relative to independent takeaway restaurants) toenable restaurants to purchase packaging, menu leaflets, delivery bags and other merchandise atcomparatively lower prices than they would find elsewhere, the Company also receives predominantlyfree publicity through the JUST EAT branding on that merchandise.

6.3 Marketing to takeaway restaurants

JUST EAT markets to takeaway restaurants in order to expand the JUST EAT network and offerconsumers more choice in takeaway food. The Company has a team of over 150 sales peopleworldwide to recruit new takeaway restaurants to the network and maintain ongoing relationships withexisting members. JUST EAT also uses dedicated trade advertising and attendance at restaurantconferences to promote the benefits of its network to potential new members. The Company sponsorsthe British Curry Awards and the Pizza, Pasta & Italian Food Association awards.

7. COMPETITION

JUST EAT competes with a range of online and offline participants in the takeaway food business,including other online takeaway food aggregator portals (e.g., hungryhouse.com in the UK), localindependent restaurants, as well as independent restaurants and restaurant chains offeringconventional or online ordering services or both (e.g., Domino’s Pizza in the UK).

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The market for takeaway food is characterised by a large number of participants, and JUST EAT facescompetition from local independent restaurants (including existing takeaway restaurants in its ownnetwork) offering telephone-based and walk-in takeaway food services. These restaurants often havean established local customer base that may not be incentivised to shift towards online ordering. JUSTEAT also faces competition from independent restaurants and restaurant chains that offer onlineordering services through their own websites and mobile apps, such as Domino’s Pizza or similarchains.

The Directors expect that competition from these market participants will remain significant and thatnew participants with similar or greater technological capabilities may also enter the market. In order tomaintain its position in the online takeaway food market, JUST EAT intends to continue to improve theconsumer experience, expand its network of takeaway restaurants, and enhance the efficiency of itsordering systems through upgrades in the quality and functionality of the website and apps for mobiledevices.

8. INFORMATION TECHNOLOGY

8.1 Information Technology (“IT”) systems

JUST EAT has an in-house IT team that is dedicated to maintaining the stability and security of existingoperations, supporting business growth, delivering innovation and advancement in the Company’stechnology and integrating acquired businesses and platforms. The Company’s IT department hasgrown from 45 individuals in the year ended 31 December 2011 to 96 individuals in the year ended31 December 2013. This increase reflects the growth of the Company’s investment in technology asthe JUST EAT business has grown.

The Company’s e-commerce platform and its associated applications, as well as its testing anddevelopmental toolsets and mobile apps, are primarily hosted through a cloud infrastructure providedby Amazon Web Services. The Directors believe that the use of a public cloud infrastructure providesresilience, flexibility and cost effectiveness in relation to software architecture, as well as efficienciesand capacity provisioning during peak business hours.

JUST EAT uses the majority of tools provided by the Google Apps package. These include Gmail forcorporate email requirements, Google Drive for local file storage, Sites for intranet tools and Google+and Hangouts for internal networking and collaboration.

The Company contracts with a nearshoring IT Company based in Kiev, Ukraine, which currentlyengages a team of consultants to work on certain projects, including product localisation and platformmigration projects.

8.2 Order management and JCTs

JUST EAT has developed and implemented a real-time order management system based on the useof JCTs in takeaway restaurants. The Directors believe that the Company’s installed base of JCTs andequivalent systems help to differentiate JUST EAT from many other online takeaway food businesses,in terms of the accuracy and efficiency of the systems and the ability to scale across many thousandsof takeaway restaurants.

The JCTs are supplied by VeriFone and provided to takeaway restaurants that join the JUST EATnetwork. They are operated through the Box Handler application, which manages connections to theJCTs and the transmission of order data. When an order is placed on the JUST EAT platform, it istransmitted to the JCT, which emits a sound to announce the order. Staff members at the takeawayrestaurant have the option to confirm the order, modify the delivery time of the order or reject the order.The order confirmation is sent to the Box Handler, which then informs the consumer accordingly. Oncethe response has been sent, the final part of the order summary, containing the confirmation and timingof the order or the rejection, is printed. This closed loop system allows JUST EAT to monitor the statusof orders for better information about restaurant operations. The largely automated nature of the JCTsystem enables the quick and efficient addition of new takeaway restaurants to the network and is,therefore, an important component of the business’s ability to scale.

The JCT uses a GPRS modem and wireless SIM over the mobile telephone network, with no need forinternet connectivity.

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8.3 Websites

The first JUST EAT site was launched in August 2001. The Company’s principal website in the UK,www.just-eat.co.uk, was launched in 2006 and, for the year ended 31 December 2013, received onaverage approximately 7 million visitors per month, an increase of 150% since 2011. The websitesoperate search algorithms that enable consumers to search for takeaway food by postcode and to filterby cuisine, distance, restaurant type and consumer rating. Reviews from consumers are sorted basedon volume and form part of the algorithm for restaurant listings. Restaurants in the network may alsopay additionally for promotion through top placement in search results on the websites. In the UK,approximately 6,500 takeaway restaurants in the JUST EAT network have had websites built for themby the Company. These websites link to the menu page on www.just-eat.co.uk and have noindependent transactional capability.

JUST EAT works with third parties to improve the consumer experience by using technology tointerpret consumer feedback regarding its websites in the UK, and plans to expand the feedbackprogramme to other locations in which the Company operates.

8.4 Mobile technology

JUST EAT launched its first mobile website in 2011, and first released mobile apps for iPhone in 2012and Android in 2013. Orders placed on mobile devices increased by 350% between the year ended31 December 2011 and 2012, and again by a further 200% between the year ended 31 December2012 and 2013. For the year ended 31 December 2013, 43.8% of JUST EAT orders received in the UKwere placed from mobile devices, either through the Company’s mobile apps or mobile website. Ordersplaced through mobile apps comprised approximately 42% of total mobile orders in the UK during thatperiod.

The Company’s mobile apps operate in a similar manner to its websites, by requiring the consumer toenter a postcode (or via automated geo-location) and then applying a filter to show takeawayrestaurants within delivery or collection distance. The consumer may then select any of the resultingrestaurants and add menu items to the shopping cart shown on screen. JUST EAT intends to continueto improve and upgrade its mobile apps, for example to enable re-ordering on the basis of theconsumer’s previous order history and tracking of the order processing and delivery status after anorder has been confirmed.

8.5 Information technology support and protection

JUST EAT has dedicated engineering and technology teams that are responsible for the variouscomponents of the e-commerce platform, including development, deployment and operations.Operational support for the platform is available around the clock. JUST EAT’s public platform andinternal services are continuously monitored and alerts are raised automatically to staff when issuesarise so that the on-call team can take appropriate action.

The majority of the Company’s systems are hosted by Amazon Web Services. In addition, theCompany has a managed hosting relationship with Solido, which hosts certain financial and otherapplications for JUST EAT. Consumer payment card data is processed by third-party service providersthat are compliant with security standards for the card payment industry.

8.6 Resilience and disaster recovery

JUST EAT has established formal disaster recovery policies for its UK and Danish business operationsthat aim to restore business productivity as quickly as possible, in order to protect the Company’scommercial interests and uphold levels of service for consumers and takeaway restaurants. Thedisaster recovery policies contain guidelines regarding the dissemination of information, assessment ofthe disaster, relocation, repair or replacement of systems, interim recovery steps, and requireddeliverables to facilitate recovery from disaster scenarios. Among other situations, the disasterrecovery policies address failure of internet connection, failure of payment provider or card acquirerservices, unavailability of one or more telecommunications network providers, inability to access theoffice, power outages and failures of one or more JUST EAT systems or applications.

The Directors believe that the use of cloud infrastructure through Amazon Web Services to host JUSTEAT’s platform has reduced the risk of both systems failure and physical loss of data, although the

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Company also creates a back-up data repository on a daily basis and stores this off-site in order torecover data if ever required. In addition, JUST EAT maintains insurance policies that provide coverfor, amongst other things, loss of or damage to computer hardware, loss of data (including as a resultof accidental damage, malicious attacks or viruses, natural disasters and corruption of data) andcomputer virus, denial of service and unauthorised use.

9. INTELLECTUAL PROPERTY

The Company’s key trade mark is the JUST EAT name itself, whether used in its plain or stylisedforms, or in conjunction with one or more of its marketing slogans. JUST EAT takes a proactiveapproach to the protection of its intellectual property. The Company has registered or applied for trademarks in every country of operation, as well as with the Office for Harmonization for the Internal Marketof the European Union.

JUST EAT has proprietary rights over bespoke information technology applications and systems that ithas developed for operating its business and interacting with its network of takeaway restaurants. TheCompany also has software development agreements in place with certain third party softwaredevelopers, pursuant to which all intellectual property and proprietary rights over the software that hasbeen developed vest in JUST EAT, although the developer may use certain information for a specifiedproject under licence.

The Company has registered domain names for approximately 18,000 website addresses, including allof its key existing websites, such as www.just-eat.co.uk, www.just-eat.dk, www.just-eat.ca,www.alloresto.fr, www.just-eat.es and www.just-eat.ie. The Company’s legal team manages theregistration and administration of the Group’s domain name portfolio, with assistance from a third partydomain name management company.

In addition, JUST EAT relies on a combination of certain registered rights, unregistered rights andintellectual property laws, as well as confidentiality agreements and licence agreements with itstakeaway restaurants, suppliers and others, to protect its proprietary rights. The Company hasconfidentiality and proprietary information arrangements in place with key employees to protect tradesecrets and commercially sensitive information.

The Company also licenses technology software from third parties for managing aspects of itsbusiness, including its accounting and invoicing functions.

10. EMPLOYEES

As JUST EAT has invested in growing its network of takeaway restaurants and expanded into newgeographies, the number of full-time equivalent employees has grown significantly over the last threeyears, as reflected in the table below.

Average for theyear ended

31 December

2013 2012 2011

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367 272 160Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 39 29Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346 291 129Head office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 110 66

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 886 712 384

11. REGULATION

11.1 Internet

JUST EAT relies on the collection, use, disclosure and other processing of information from consumersto conduct its business. In the course of placing orders via the JUST EAT platform, consumers submitpersonal and financial information, including names, addresses and credit or debit card details. JUSTEAT uses this information to process payment for online orders and discloses certain consumerinformation to takeaway restaurants to enable their delivery of orders.

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As a result of these activities, the Company is subject to laws governing the conduct of business on theinternet generally. These laws, which relate to privacy, information security, intellectual property rights,taxation, card payments, the enforceability of online contracts and other issues, are evolving and varyfrom jurisdiction to jurisdiction.

In particular, JUST EAT is subject in the UK to a number of regulations relating to data protection andprivacy law. These regulations include the Data Protection Act 1998 (the “DPA”) and UK Privacy andElectronic Communications Regulations implementing the Privacy and Electronic Communications (ECDirective) Regulations 2003 (the “PEC Regulations”), which seek to protect individuals with regard tothe processing of their personal data.

The DPA gives individuals the right to know what personal data is held about them, and it provides aframework to ensure that personal data is handled safely by obliging those who are responsible forprocessing (which includes obtaining, recording, holding, using, blocking, destroying and disclosing)personal data to comply with key principles relating to the fair handling of such personal data.

The PEC Regulations apply in varying degrees to the sending of unsolicited direct marketingmessages by electronic means. Direct marketing is defined in the DPA as “the communication (bywhatever means) of any advertising or marketing material which is directed to particular individuals”. Inthe case of a direct marketing email to an individual, for example, this should only be sent if theindividual has asked for it.

The operation of the JUST EAT platform is also subject to the EU Cookie Directive (2009/136/EC),which amends the E-Privacy Directive (2002/58/EC) and the PEC Regulations. These laws requireinternet sites operating throughout and outside the EU to provide consumers with information about theuse of cookies and to obtain their consent in certain circumstances before setting cookies on thecomputers of users from EU member states.

JUST EAT publishes its information collection, dissemination and processing practices in privacy andcookies policies that are published on its website, which may be modified from time to time to meetoperational needs, changes in the law or industry best practice.

11.2 Food safety

The Food Hygiene Rating (Wales) Regulations 2013 require food business establishments to ensurethat the following wording appears on any website operated by the food business establishment on thepage referring to that establishment, in a conspicuous place where it is capable of being easily read byanyone viewing the website: “To find out the Food Hygiene Rating of this establishment go tohttp://ratings.food.gov.uk/”, together with a hyperlink to http://ratings.food.gov.uk/. Although theCompany is not required to comply with these regulations, it currently has a policy in the UK ofdisplaying the above message on the “Info” page for each takeaway restaurant in the UK network.

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PART VIII

DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE

1. DIRECTORS

The Directors of the Company as at the date of this document and their respective roles are set outbelow:

Name Position Date of Birth

John Hughes, CBE . . Non-Executive Chairman (3) 20 July 1951David Buttress . . . . . . Group Chief Executive Officer 9 March 1976Michael Wroe . . . . . . . Group Chief Financial Officer 8 August 1968Benjamin Holmes . . . . Non-Executive Director (4) 12 October 1973Michael Risman . . . . . Non-Executive Director (4) 7 June 1968Frederic Coorevits . . . Non-Executive Director (1) (4) 2 March 1970Laurel Bowden . . . . . . Non-Executive Director (4) 18 May 1965Andrew Griffith . . . . . . Senior Independent Non-Executive Director (1) (2) (3) 23 February 1971Gwyn Burr . . . . . . . . . Independent Non-Executive Director (1) (2) (3) 12 January 1963

(1) Member of the Audit Committee(2) Member of the Remuneration Committee(3) Member of the Nomination Committee(4) Representative of a Major Shareholder

The management expertise and experience of each of the Directors is set out below.

John Hughes, CBE (62), Non-Executive Chairman

Appointed as a director of the Company in December 2011, Mr. Hughes has more than thirty years’experience leading complex, high technology businesses operating at a global level. This has includedsenior executive positions at Thales Group (where he was latterly Executive Vice President and ChiefOperating Officer, responsible for an organisation with over 25,000 people), Lucent Technologies(where his responsibilities included being President of its worldwide Global System for Mobilecommunication (GSM) and Universal Mobile Telecommunications System (UMTS) businesses), andHewlett Packard. Mr. Hughes currently serves as Chairman of the Board for Sepura plc, Spectris plc,and Telecity plc; he also serves as a Non-Executive Director at CSG Systems International Inc.Mr. Hughes holds a Bachelor of Science in Electrical and Electronic Engineering from University ofHertfordshire (formerly Hatfield Polytechnic). He was awarded the CBE for services to internationaltelecommunications in the Queen’s 2011 New Year Honours List.

Talfryn David Buttress (38), Group Chief Executive Officer

Appointed Group Chief Executive and a director of the Company in 2013, Mr. Buttress joined JUSTEAT in March 2006 to launch its UK business. Mr. Buttress started his career with Coca-ColaEnterprises at the start of 1998. During his time at Coca-Cola he had a variety of senior sales rolesbefore moving into the internet world with JUST EAT. He won the prestigious Account Manager of theYear award when he was managing the key national restaurant customers in the UK for Coca-Cola.Mr. Buttress holds a Bachelor of Arts (Hons.) in Law & Business from Middlesex University BusinessSchool.

Michael Wroe, FCA (45), Group Chief Financial Officer

Appointed a director of the Company in 2013, Mr. Wroe joined JUST EAT in late 2008 as ChiefFinancial Officer. Prior to joining JUST EAT, he was Chief Financial Officer at telecommunicationssoftware business Nexagent. Prior to joining Nexagent, he was Chief Financial Officer of listed RadioFrequency Identification (RIFD)/ Near Field Communication (NFC) chip design business Innovision

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Research and Technology plc which went public in 2001. Mr. Wroe now has over 20 years’ commercialexperience having qualified as a chartered accountant in 1993 with Deloitte. Mr. Wroe holds a JointHonours Bachelor of Science in Chemistry and Management Studies from The University ofNottingham.

Benjamin Holmes (40), Non-Executive Director

Appointed a director of the Company in July 2009, Mr. Holmes is a General Partner at Index Ventures,based in the London office which he joined in 2002. He is most active in e-commerce and consumerinvestments and played a key role in building the portfolio of games investments. His other investmentson behalf of Index Ventures include Secret Escapes, Notonthehighstreet.com, Shapeways, King andTrustpilot. Prior to Index Ventures he worked as an investment manager at New Media Spark and as aconsultant at OC&C Strategy Consultants. He graduated with a Masters in Engineering, Economicsand Management from Oxford University.

Michael Risman (45), Non-Executive Director

Mr. Risman was appointed as a director of the Company in March 2014. Mr. Risman also acted as theprimary representative of the former corporate director of the Company, Vitruvian Directors 1 Limited,from April 2012 to March 2014. Mr. Risman is a Managing Partner at Vitruvian and one of the foundersof the firm. Mr. Risman’s eighteen year track record in private equity includes numerous transactions inEurope and the US. At Vitruvian, Mr. Risman focuses on leading technology and technology-influencedinvestments including those driven by the internet. He is currently Chairman of the board for Flexpay(Linnealex AB), Snow Software (Iglu Intressenter AB) and Unicom (Etihad Topco Limited) and alsoserves as a director on the board of Inenco (Energy Services TopCo Limited) for the Vitruvian funds.Prior to founding Vitruvian in 2005, Mr. Risman was a Global Equity Partner at Apax Partners and ledthe technology team in Europe. Mr. Risman holds a Master of Business Administration from HarvardBusiness School and a Masters (MA) in Electrical Engineering and Management from CambridgeUniversity.

Frederic Coorevits (44), Non-Executive Director

Appointed a director of the Company in July 2009, Mr. Coorevits is an advisor for SM Trust for whichhe has been working for more than 10 years. He manages SM Trust’s portfolio of investments whichfocus on the areas of e-commerce and cloud computing. Prior to this, Mr. Coorevits worked as financedirector for i-spire plc and as senior manager for PricewaterhouseCoopers transaction services inLondon. Mr. Coorevits holds a Masters in Business Administration and a Masters in Organic Chemistryfrom Louvain (Belgium).

Laurel Bowden (48), Non-Executive Director

Appointed a director of the Company in March 2011, Ms. Bowden is a General Partner at Greylock IL,which she joined in 2008, and is based in London. Ms. Bowden has over 10 years’investment experience, primarily in technology businesses. She has led investments in companiessuch as Hybris, Qliktech, and Notonthehighstreet. She joined Greylock from JVP, where she was aGeneral Partner, covering investments in Europe. Prior to JVP, Ms. Bowden was a Director atGE Capital in London, where she led the team responsible for acquisitions in consumer and transportfinance in Europe. Ms. Bowden holds a Bachelor of Science in Electrical Engineering from theUniversity of Cape Town and a Masters in Business Administration from INSEAD.

Ms. Bowden has indicated to the Company that she intends to resign as a Director within 180 daysfollowing Admission.

Andrew Griffith (43), Senior Independent Non-Executive Director

Appointed a director of the Company in March 2014, Mr. Griffith accepted the role of seniorIndependent Non-Executive Director. Mr. Griffith has served as Chief Financial Officer of British SkyBroadcasting Group plc (“BSkyB”) since April 2008 and, since 2012, has in addition had executiveresponsibility for BSkyB’s commercial businesses, including advertising, data services andbroadcasting to licensed premises. Mr. Griffith joined BSkyB in 1999 from Rothschild, the investmentbanking organisation, where he provided financial and strategic advice to corporate clients in thetechnology, media and telecommunications sector. Mr. Griffith is a member of the 100 Group of

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Finance Directors and he serves on the Advisory Board of the Oxford University Centre for BusinessTaxation and a number of BSkyB associate companies including Tour Racing Limited, the holdingcompany of the Team Sky professional cycling team. Mr. Griffith is a qualified Chartered Accountantand holds a Bachelor of Law from The University of Nottingham.

Gwyn Burr (51), Non-Executive Director

Appointed a director of the Company in March 2014. Ms. Burr is an Independent Non-ExecutiveDirector of Hammerson plc, where she sits on the audit and remuneration committees. She wasappointed a Non-Executive Director of Sainsbury’s Bank plc in September 2006, where she currentlychairs the nomination committee and is a member of the remuneration and risk committees. She isalso a Non-Executive Director of the Financial Ombudsman Service Limited and Wembley NationalStadium Limited. From May 2005 to March 2013, Ms. Burr was Customer Director and a member ofthe operating board for J Sainsbury plc, with responsibility for brand, own brand customer service,corporate communications and corporate and social responsibility. In 2010, she added humanresources to her remit. Ms. Burr spent her early career at Asda, where she became Marketing Directorin 1996 and subsequently progressed to roles as Customer Service Director and Financial ServicesDirector. Between leaving Asda in 2001 and joining Sainsbury’s in 2005, she founded The ResultantTeam marketing consultancy. Ms. Burr holds a Bachelor of Science in Economics and History fromThe University of Bradford.

For further information on the Directors, including the companies of which each of the Directors hasbeen a director at any time in the past five years, see “Directors and Other Interests” in paragraph 6 ofPart XVI (Additional Information).

The business address of each of the Directors is Masters House, 107 Hammersmith Road, London,W14 0QH.

2. SENIOR MANAGERS

The following comprise the Company’s Senior Managers:

Name Position Date of Birth

Adrian Blair . . . . . . . . . . . . . . . . . . . . . . . Group Chief Operating Officer 12 April 1975Carlos Morgado . . . . . . . . . . . . . . . . . . . . Group Chief Technology Officer 20 April 1965Daniel Read . . . . . . . . . . . . . . . . . . . . . . . Group Chief Product Officer 1 September 1972Mathew Braddy . . . . . . . . . . . . . . . . . . . . Group Chief Marketing Officer 31 March 1974

The management expertise and experience of each of the Senior Managers is set out below.

Adrian Blair (38), Group Chief Operating Officer

Mr. Blair joined JUST EAT in 2011. He is the Group’s Chief Operating Officer. He leads all countryteams globally across sales, marketing, operations and customer care, running the Group’s operationsin the UK, Brazil, Canada, France, Denmark, Netherlands, Spain, Italy, Ireland, Belgium, Norway, Indiaand Switzerland. He joined JUST EAT from Spotify, where as Director of European BusinessDevelopment he led a partnerships team across seven countries. Prior to Spotify, Mr. Blair spent sixyears at Google in a variety of senior management roles in California and London. Prior to his time atGoogle, he taught undergraduate Economics at Harvard University and was part of the executive teamat Ask Jeeves. Mr. Blair holds a Masters in Business Administration from Harvard Business School anda Bachelor of Arts in Philosophy, Politics and Economics from Oxford University.

Carlos Morgado (48), Group Chief Technology Officer

Dr. Morgado joined JUST EAT in July 2009 to head up JUST EAT’s technology function. Prior tojoining JUST EAT, Dr. Morgado acted as a consultant for several companies in the social media,mobile, and online dating spaces. Prior to that, he spent a number of years at AOL, growing thetechnology team from a maintenance role to become an integral part of the business, delivering andoperating business-to-consumer and business-to-business applications. Dr. Morgado has worked for anumber of start-ups, marrying his experience of the internet and mainframe technologies to bring webresearch tools to the executive desktop. Dr. Morgado holds a PhD in Physics from the University ofBristol.

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Daniel Read (41), Group Chief Product Officer

Mr. Read joined JUST EAT in 2011. He is the Group’s Chief Product Officer, responsible for product visionand execution globally. Mr. Read was previously Chief Product Officer at Ask.com, where he was taskedwith driving product, user experience and innovation. He was a founding member of the team at Ask JeevesUK, and before this, he created the first web and ecommerce operations at British Airways and Royal Mail.Mr. Read is the founder of product lab, Freeform, and an adviser to a number of consumer product andtechnology businesses. He holds a Bachelor of Arts in Business Studies from Leeds Metropolitan Universityand Master of Arts in Design from Central St Martins. Mr. Read is also a Chartered Marketer.

Mathew Braddy (40), Group Chief Marketing Officer

Mr. Braddy joined JUST EAT in 2009 and set about establishing the Company as the leading brand indelivery takeaway around the world. Since that time, he has built a team of experts covering Retail,brand and digital marketing. In 2012, Mr. Braddy led the global launch of JUST EAT’s brand campaignto ban home cooking, ‘Don’t Cook, JUST EAT’. Mr. Braddy previously worked for The Financial Times,toptable and gameplay.com. Mr. Braddy holds a Bachelor of Arts in Business Administration(Marketing) and an HND in Business & Finance (Marketing) from the University of East London.

The business address of each of the Senior Managers is Masters House, 107 Hammersmith Road,London, W14 0QH.

3. DIRECTORS’ AND SENIOR MANAGERS’ INTERESTS

Details of the interests of each Director and Senior Manager in the voting rights of the Company,together with what their respective interests are expected to be immediately following Admission, areset out in paragraph 6.2 of Part XVI (Additional Information).

4. CORPORATE GOVERNANCE

The Board is committed to the highest standards of corporate governance. Other than as set out in thisparagraph 4, (a) on Admission the Board will comply, and (b) from Admission intends to continue tocomply, with the UK Corporate Governance Code, which sets out standards of good practice in relationto board leadership and effectiveness, remuneration, accountability and relations with shareholders.The Board also intends to take account of institutional shareholder and governance rules and guidanceon disclosure and shareholder authorisation.

The UK Corporate Governance Code recommends that at least half the members of the board ofdirectors, excluding the chairman, should comprise non-executive directors determined by the board tobe independent. For the purposes of assessing compliance with the UK Corporate Governance Code,the Board considers that Andrew Griffith and Gwyn Burr are non-executive directors who areindependent of management and free from any business or other relationship that could materiallyinterfere with the exercise of their independent judgment. The Board also considers that the chairman ofthe Company was independent at the time of appointment.

Following his appointment, the Chairman has participated in the Company’s Joint Share Ownership Plan.Under the Joint Share Ownership Plan the Chairman holds an interest in 1,620,000 B ordinary Sharesand 1,597,050 Ordinary Shares, held jointly with the trustee of an employee benefit trust. In common withother participants in the Joint Share Ownership Plan, the Chairman participates in the associated loanarrangements on the same terms as other participants, and on the Latest Practicable Date had anoutstanding balance of £544,447.01. The terms of the Joint Share Ownership Plan and associated loanarrangements are described in paragraph 9.1.4 of Part XVI (Additional Information). The Board does notconsider that this participation in the Company’s Joint Share Ownership Plan and associated loanarrangements has an adverse impact on the Chairman’s exercise of independent judgment. As the Boardconsists of the chairman, two independent non-executive directors, two executive directors and four non-executive directors who are not regarded as independent for the purposes of the UK CorporateGovernance Code by virtue of their connection with certain Major Selling Shareholders, the Companydoes not comply with this recommendation of the UK Corporate Governance Code. As the Board willhave two independent non-executive directors as well as a chairman (who the Board considers wasindependent on appointment), the Board is satisfied that no individual will dominate the Board’s decision

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taking, no undue reliance will be placed on particular individuals, there will be sufficient challenge ofexecutive management in meetings of the Board and the Board will be capable of operating effectivelyfrom Admission. The Company is actively seeking to recruit an additional independent non-executivedirector and intends to make an appointment within 90 days following Admission. In addition Ms Bowdenhas indicated that she intends to resign as a director within 180 days following Admission.

The Company intends to become fully compliant with the UK Corporate Governance Code in themedium term. The Company also intends that each of the directors will stand for re-election on anannual basis.

The senior independent director is Andrew Griffith, who will serve as an additional point of contact forshareholders should they feel that their concerns are not being addressed through the normalchannels. Mr. Griffith is, furthermore, available to fellow non-executive directors, either individually orcollectively, should they wish to discuss matters of concern in a forum that does not include theexecutive directors.

The Board has established three principal committees, the Audit Committee, the RemunerationCommittee and the Nomination Committee which will take effect following Admission.

Following Admission becoming effective, the members of each committee will be as follows:

Chairman Members

Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Andrew Griffith Gwyn BurrFrederic Coorevits

Remuneration Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gwyn Burr Andrew Griffith

Nomination Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Hughes Gwyn BurrAndrew Griffith

Audit Committee

The UK Corporate Governance Code recommends that an Audit Committee is established which iscomprised of at least three members, all of whom are independent non-executive directors and at leastone of whom will have recent and relevant financial experience. The chairman of the Audit Committeeshall be an independent non-executive director and shall not be the chairman of the Company. Thechairman of the Audit Committee is Andrew Griffith and he has recent and relevant financialexperience. Although the composition of the committee does not comply with the requirements of theUK Corporate Governance Code by virtue of one of its members, Frederic Coorevits, not being anindependent non-executive director, the Board considers that it has a strong independentnon-executive component and that the continuity, experience and knowledge of Mr Coorevits shouldensure that he makes a significant contribution to the work of the committee. Further, as noted abovethe Company intends to appoint an additional independent non-executive director to the Board within90 days following Admission and, once appointed it is intended that this director, would also beappointed as a member of the Audit Committee and replace Mr Coorevits following an appropriatetransition period. Following such changes the composition of the Audit Committee is expected tocomply with the UK Corporate Governance Code.

The terms of reference of the Audit Committee state that the Audit Committee shall meet as frequentlyas the Audit Committee deems appropriate, and in any event not less than three times per full financialyear. The quorum for meetings of the Audit Committee will be two members. The Audit Committeeshall meet the external auditor at least once a year, without management being present, to discuss theauditor’s remit and any issues arising out of the audit. The terms of reference of the Audit Committeealso set out the authority of the Audit Committee to investigate any matter within its terms of reference.

The responsibilities of the Audit Committee will include monitoring the integrity of the Company’sresults and financial statements, reviewing reports received from the Company’s management on theadequacy and the effectiveness of the Company’s internal controls and risk management systems,considering annually whether there is a need for an effectiveness of the Company’s internal auditfunction and assessing the on-going suitability of the external auditors and ensure their co-ordinationwith any internal audit function.

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Remuneration Committee

The UK Corporate Governance Code recommends that a Remuneration Committee is establishedwhich is comprised of at least three members, each of whom shall be independent non-executivedirectors (and may include the chairman of the Company if he was considered independent upon hisappointment). The chairman of the Remuneration Committee shall be an independent non-executivedirector and shall not be the chairman of the Company. The chairman of the Remuneration Committeeis Gwyn Burr. Although the composition of the committee does not comply with the requirements of theUK Corporate Governance Code because it does not comprise of at least three members who areindependent non-executive directors, the Board considers that the committee will function appropriatelyand intends to appoint an additional independent non-executive director to the Board within 90 daysfollowing Admission and, once appointed, it is intended that this director would also be appointed as amember of the Remuneration Committee. Following such changes the composition of theRemuneration Committee is expected to comply with the UK Corporate Governance Code.

The terms of reference of the Remuneration Committee state that the Remuneration Committee shallmeet as frequently as the Remuneration Committee deems appropriate, and in any event not less thantwice in each full financial year. The quorum for meetings of the Remuneration Committee will be twomembers. The terms of reference of the Remuneration Committee also set out the authority of theRemuneration Committee to investigate any matter within its terms of reference.

The Remuneration Committee shall be responsible for all elements of the remuneration of theexecutive directors and the chairman and for recommending and monitoring the structure and level ofremuneration for the senior management.

Nomination Committee

The UK Corporate Governance Code recommends that a Nomination Committee is established whichis comprised of a majority of independent non-executive directors. The Chairman or an independentnon-executive director should chair the Nomination Committee, but the Chairman should not chair theNomination Committee when it is dealing with the appointment of a successor to the chairmanship.The chairman of the Nomination Committee is John Hughes, CBE.

The terms of reference state that the Nomination Committee shall meet as often as the NominationCommittee deems appropriate, and in any event shall be held not less than once in each full financialyear. The quorum for meetings of the Nomination Committee will be two members, both of whom mustbe independent non-executive directors. The terms of reference of the Nomination Committee also setout the authority of the Nomination Committee to investigate any matter within its terms of reference.

The Nomination Committee shall be responsible for all aspects of the appointment of directors of theCompany and for regularly reviewing the structure, size and composition of the Board (includingevaluating the balance of skills, knowledge, independence and experience of the Board), giving fullconsideration to succession planning and leading the process for appointments to the Board andmaking any recommendations to the Board.

5. MODEL CODE

Following Admission, the Company intends to comply with a code of securities dealings in relation tothe Ordinary Shares which is consistent with the Model Code. This code will apply to the Directors andrelevant employees of the Group.

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PART IX

SELECTED FINANCIAL AND OTHER INFORMATION

The following is a summary of JUST EAT’s selected financial and other information for the periodsindicated. The income statement, balance sheet and cash flow data have been extracted withoutmaterial adjustment from the financial information in Part XII (Historical Financial Information). Thesummary should be read in conjunction with that section and with Part X (Operating and FinancialReview). Investors are advised to read the whole of this document and not rely on the informationsummarised in this Part IX (Selected Financial and Other Information).

Consolidated income statement

The table below sets out the consolidated income statements of the Group for the years ended31 December 2013, 2012 and 2011.

Year ended 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,753 59,770 33,765Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,988) (5,062) (3,156)

Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,765 54,708 30,609

Long term employee incentive costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,731) (1,624) (231)Exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (968) (7,547) (450)Other administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,286) (54,679) (31,428)

Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (79,985) (63,850) (32,109)

Share of results of joint ventures and associates . . . . . . . . . . . . . . . . . . . . . 11 (521) (257)

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,791 (9,663) (1,757)Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,363 6,946 —Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172 206 99Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (145) (117) (74)

Profit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,181 (2,628) (1,732)Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,410) (1,877) 497

Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,771 (4,505) (1,235)

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Consolidated balance sheet

The table below sets out the consolidated balance sheets of the Group at 31 December 2013, 2012and 2011.

As at 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)

Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,245 6,957 4,587Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,424 3,342 1,334Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,481 5,013 2,861Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 6,918Investment in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396 31 332Investments in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,353 7,136 6,915Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 940 772 1,026

27,839 23,251 23,973

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 743 435 42Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,872 4,492 2,432Current tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241 — —Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,620 50,026 7,858

66,476 54,953 10,332

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,315 78,204 34,305

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,381) (25,020) (11,024)Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,093) (1,564) (91)Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (63)Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,982) (2,442) (1,715)Provision for liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (718) (485)

(38,456) (29,744) (13,378)

Net current assets/(liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,020 25,209 (3,046)

Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442) (703) (1,360)Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,212) (1,287) (751)Provision for liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (101) — (645)Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (498) — —

(2,253) (1,990) (2,756)

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,709) (31,734) (16,134)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,606 46,470 18,171

Consolidated statement of cash flows

The table below sets out data derived from the consolidated statements of cash flows of the Group forthe years ended 31 December 2013, 2012 and 2011.

Year ended 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,213 10,103 4,885Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,681) (3,140) (14,552)Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 35,167 12,643

Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,545 42,130 2,976

Cash and cash equivalents at the end of the year . . . . . . . . . . . . . . . . . . . . . 61,620 50,026 7,858

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Other financial data

Underlying EBITDA

“Underlying EBITDA” means earnings before finance income and costs, taxation, depreciation andamortisation (“EBITDA”) and additionally excludes the Group’s share of amortisation of joint venturesand associates, profits or losses on disposal of operations, long term employee incentive costs,exceptional items and foreign exchange gains and losses. See “Presentation of Financial and OtherInformation” in Part III (Important Information).

The table below presents a reconciliation of profit/(loss) for the year to Underlying EBITDA for theyears ended 31 December 2013, 2012 and 2011.

Year ended 31 December

2013 2012 2011

(£‘000) (£‘000) (£‘000)

Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,771 (4,505) (1,235)Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,410 1,877 (497)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 117 74Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (172) (206) (99)Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,363) (6,946) —

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,791 (9,663) (1,757)Depreciation — Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,708 1,760 1,114Amortisation — Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919 529 155Depreciation and amortisation — Joint Ventures and associates . . . . . . . 421 361 44Long term employee incentive costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,731 1,624 231Foreign currency (gains)/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539 120 (138)Exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968 7,547 450

Underlying EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,077 2,278 99

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PART X

OPERATING AND FINANCIAL REVIEW

The following is a discussion of JUST EAT’s financial condition and results of operations as at and forthe years ended 31 December 2013, 2012 and 2011. This discussion should be read in conjunctionwith the selected historical consolidated financial information included herein and the consolidatedfinancial statements, including the notes thereto, presented under Part XII (Historical FinancialInformation).

The financial information as at and for each of the three years ended 31 December 2013, 2012 and2011 has been prepared in accordance with IFRS.

This discussion contains forward-looking statements that involve risks and uncertainties. For additionalinformation regarding these risks and uncertainties, please refer to the section headed“Forward-looking statements” in Part III (Important Information) of this document. Investors should alsoread Part II (Risk Factors) of this document for a discussion of certain factors that may affectJUST EAT’s business, financial condition and results of operations.

In this Part X (Operating and Financial Review), references to order numbers exclude orders placedthrough the Group’s joint ventures and associate undertakings.

1. OVERVIEW

JUST EAT operates the world’s largest online marketplace for restaurant delivery based on averagesearch volume in 2013, according to the Google keyword research tool. By enabling an easy andsecure way to order takeaway food (food for delivery or collection) from local takeaway restaurants, theCompany seeks to fulfil its mission to empower consumers to love their takeaway experience. JUSTEAT’s websites and mobile apps enable consumers to find an extensive array of local takeawayrestaurants and place orders directly through the JUST EAT platform. JUST EAT has market-leadingpositions in the majority of the 13 countries in which it operates (based on Google search traffic),including in its largest markets — the UK, Denmark, France, Canada, Ireland and Spain.

The benefits offered by JUST EAT to both consumers and takeaway restaurants create network effectsthat are self-reinforcing: more consumers are drawn to the platform due to the number of takeawayrestaurants, which in turn attracts even more takeaway restaurants to the platform. The Directorsbelieve that having a leading competitive position in a given local market drives these network effects.

As a result, the Company is well placed to benefit from the combination of underlying growth in thefood delivery market and an ongoing shift towards online ordering. The number of orders placedthrough the JUST EAT platform grew from approximately 14 million during the year ended31 December 2011 to 40 million during the year ended 31 December 2013, at a CAGR of 70%, and thenumber of takeaway restaurants in the JUST EAT network increased from 16,985 as at 31 December2011 to 36,415 as at 31 December 2013. Over the same period, revenue increased at a CAGR of 69%to £96.8 million.

For the year ended 31 December 2013, JUST EAT recorded revenue of £96.8 million, UnderlyingEBITDA of £14.1 million and profit before tax of £10.2 million. Revenue amounted to £68.8 million,£11.5 million and £16.3 million in the UK, Denmark and Other operations, respectively, while segmentUnderlying EBITDA amounted to £25.5 million, £4.6 million and negative £11.8 million, respectively.

2. SIGNIFICANT FACTORS AFFECTING RESULTS OF OPERATIONS

The Directors believe that the following factors have had, and may continue to have, a material effecton JUST EAT’s results of operations.

2.1 Growth in number of orders and average revenue per order

The number of orders placed through the Company’s platform and the average revenue per orderdirectly affect JUST EAT’s results of operations, and in particular affect the levels of commission andpayment card fee revenue. Commissions are charged to takeaway restaurants based on the value of

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each order they receive through JUST EAT. Average revenue per order is determined by the averageorder value, the average commission rate and the average credit or debit card fee charged byJUST EAT. Commission revenue constitutes the largest component of JUST EAT’s revenue andamounted to 75.2%, 72.5% and 70.4% of revenue for the years ended 31 December 2013, 2012 and2011, respectively. Commission revenue increased during the periods under review, primarily as aresult of the higher number of orders placed, which was in turn driven by increases in the number ofconsumers and the number of takeaway restaurants in the JUST EAT network.

The Company also generates revenue from fees charged in connection with orders paid for by credit ordebit card. Payment card fee revenue amounted to 12.3%, 12.2% and 10.9% of revenue for the yearsended 31 December 2013, 2012 and 2011, respectively. The fee charged to takeaway restaurants and/or consumers varies depending on the country and payment method. Payment card fees averagedapproximately £0.50 per card order for the year ended 31 December 2013. Revenue from paymentcard fees has increased as a result of the higher number of orders, as well as an increase in theproportion of consumers paying by credit or debit card.

B2C revenue is the total of commission revenue and revenue from fees charged in connection withorders paid for by credit or debit card.

2.2 Growth in number of takeaway restaurants

JUST EAT derives revenue from the takeaway restaurants in its network in the form of connection feesand top-placement fees. Connection fees represent the initial sign-up fee paid by a takeawayrestaurant to join the JUST EAT network, as well as the equipment fee paid for the provision of a JCT.Connection fees are one-off payments. Connection fee revenue is allocated between the sign-up feeportion, which is recognised as revenue over a 12-month period, and the equipment fee portion, whichis recognised as revenue on a straight-line basis over a three-year period. During the periods underreview, increases in the number of new takeaway restaurants joining the platform and in theconnection fee charged resulted in higher connection fee revenue. Connection fees also have afavourable impact on net cash flow from operating activities, since the payments for these fees arereceived in advance of the connection fee being recognised.

JUST EAT also receives annual subscription fees from its takeaway restaurants in Denmark andFrance in addition to commission revenue. As the number of takeaway restaurants in these countriesincreased during the periods under review, the additional subscription fees received also contributed tohigher revenue for JUST EAT.

Top-placement fees are charged to takeaway restaurants to be listed amongst the top search resultsfor a particular postcode. Revenue from top-placement fees is recognised over the duration of theplacement, which can be for up to three months. During the periods under review, higher numbers oftakeaway restaurants in a particular area generally led to greater competition between restaurants andincreased demand for the top-placement service.

2.3 Marketing costs

During the periods under review, JUST EAT invested significantly in marketing, which is a keycomponent of the Company’s strategy to be the largest online marketplace for restaurant delivery ineach of its countries of operation. The Directors believe that as a result of greater brand awareness,more consumers will be attracted to the JUST EAT platform and, consequently, more takeawayrestaurants will join the JUST EAT network. Marketing expenditure amounted to 24.2%, 25.6% and23.1% of revenue for the years ended 31 December 2013, 2012 and 2011, respectively.

The following table sets forth marketing expenditure as a percentage of revenue for each of theCompany’s operating segments for the periods indicated.

Year ended 31 December

2013 2012 2011

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.2% 22.2% 24.6%Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1% 9.2% 10.0%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.0% 60.0% 46.0%

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2.4 Cost of establishing operations in countries outside of the UK and Denmark

JUST EAT’s operations in countries outside of the UK and Denmark are included in the Other segmentin the consolidated financial statements. The Company has incurred marketing and other expendituresas part of its strategy to establish leading competitive positions in these markets, resulting in negativesegment Underlying EBITDA in the Other segment. Given the levels of expenditure, the Other segmentrecorded negative segment EBITDA of £11.8 million, £13.1 million and £6.3 million, for the yearsended 31 December 2013, 2012 and 2011, respectively. The negative segment Underlying EBITDA inthe Other segment has impacted, and may continue in future periods to impact, JUST EAT’sconsolidated results of operations and Underlying EBITDA.

As part of its international expansion, JUST EAT also made a number of acquisitions during theperiods under review, which have impacted its results of operations and Underlying EBITDA. JUSTEAT acquired one operation during the year ended 31 December 2013, three operations during theyear ended 31 December 2012 and six operations during the year ended 31 December 2011. Inaddition, the Company entered into two joint ventures during the year ended 31 December 2011.

2.5 Impairment of the Netherlands business

In January 2012, JUST EAT purchased the outstanding share capital of its joint venture operation inthe Netherlands, which from that time became a wholly owned subsidiary and was consolidated inJUST EAT’s consolidated financial statements. At the time that this business became a subsidiary,goodwill and other intangible assets of £7.4 million were recognised on acquisition. Managementsubsequently wrote off these assets, resulting in an impairment charge of £7.2 million recorded in theincome statement for the year ended 31 December 2012, as management made the judgment that theDutch business had not achieved a significant competitive position in its market.

2.6 Seasonal fluctuations

JUST EAT’s results of operations are subject to seasonal fluctuations across the year. Order numbersacross the takeaway food industry are typically higher during autumn and winter, when consumers areless likely to dine out due to the shorter daylight hours and likelihood of bad weather; conversely,orders decline during the warmer spring and summer months when conditions are more conducive todining out and consumers choose alternatives such as barbeques. In terms of specific months,January often has lower orders as many consumers cut back on the number of takeaway meals theyplan to eat in the New Year, although 1 January in Denmark is the peak trading day, with orderssignificantly exceeding any other trading day. In the UK, there is usually an increase in revenue growthin September and October, as a large number of JUST EAT consumers are students and universityand college terms begin in this month. As a result of these seasonal fluctuations, comparisons of JUSTEAT’s operating results over any interim periods may not be meaningful and such comparisons maynot be an accurate indicator of the Company’s future performance for any annual period.

2.7 Foreign currency translation

JUST EAT conducted operations in 13 countries around the world as at 31 December 2013. Asubstantial portion of JUST EAT’s revenue is denominated in Sterling and Danish Krone, with theremainder of revenues being denominated in the local currencies of the other countries in which theCompany operates. The Company generally seeks to match the currency of its revenue and expensesfor its operations in each jurisdiction to reduce its exposure to currency fluctuations. In limitedcircumstances, however, the revenues and expenses may be in different currencies. The Companyreports its consolidated financial statements in Sterling and, consequently, the presentation of theconsolidated financial statements may be materially affected by movements in foreign exchange ratesand, particularly, by Danish Krone/Sterling and Euro/Sterling exchange rates.

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3. KEY PERFORMANCE INDICATORS

JUST EAT monitors four operational key performance indicators (“KPIs”): number of orders, averagerevenue per order (defined as B2C revenue divided by the number of orders), number of activeconsumer accounts (unique accounts used to place at least one completed order during the previous365 days) and number of takeaway restaurants. Each of these KPIs has increased during the periodsunder review.

Year ended or as at 31 December

2013%

change 2012%

change 2011

Number of orders (‘000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,171 59.0 25,265 81.8 13,897Average revenue per order . . . . . . . . . . . . . . . . . . . . . . . . . . £2.11 5.5 £2.00 1.5 £1.97Number of active accounts (‘000) . . . . . . . . . . . . . . . . . . . . . 5,896 42.6 4,133 70.8 2,420Number of takeaway restaurants . . . . . . . . . . . . . . . . . . . . . 36,415 21.6 29,939 76.3 16,985

4. RESULTS OF OPERATIONS FOR THE YEARS ENDED 31 DECEMBER 2013, 2012 AND 2011

The following table sets forth the Company’s consolidated results of operations for the periodsindicated:

Year ended 31 December

2013 2012 2011

(£‘000)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,753 59,770 33,765Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,988) (5,062) (3,156)

Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,765 54,708 30,609

Long term employee incentive costs . . . . . . . . . . . . . . . . . . . . . . . . . . (1,731) (1,624) (231)Exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (968) (7,547) (450)Other administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,286) (54,679) (31,428)

Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (79,985) (63,850) (32,109)

Share of results of joint ventures and associates . . . . . . . . . . . . . . . . . . . 11 (521) (257)

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,791 (9,663) (1,757)Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,363 6,946 —Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172 206 99Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (145) (117) (74)

Profit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,181 (2,628) (1,732)Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,410) (1,877) 497

Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,771 (4,505) (1,235)

Underlying EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,077 2,278 99

(1) See section 4.5 below for a reconciliation of profit/(loss) to Underlying EBITDA for the periods indicated.

4.1 Revenue

JUST EAT generates three main types of revenue: B2C revenue (comprised of commission andpayment card fee revenue), connection fee revenue and top-placement fee revenue. Revenueincreased by 61.9% to £96.8 million for the year ended 31 December 2013 compared to £59.8 millionfor the year ended 31 December 2012. Revenue for the year ended 31 December 2012 increased by77.0% compared to £33.8 million for the year ended 31 December 2011. Growth in revenue during theperiods under review was driven by the increase in the number of orders as a result of growth in thenumber of takeaway restaurants and the increase in the number of consumers transacting throughJUST EAT, particularly as the JUST EAT brand has grown, as well as higher average revenue perorder.

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4.1.1 Revenue by source

For the year ended 31 December 2013, B2C revenue, connection fee revenue and top-placement feerevenue amounted to £84.6 million, £5.0 million and £6.0 million, respectively. The table presents abreakdown of revenue by source for the periods indicated.

Year ended 31 December

2013 2012 2011

(£‘000)

B2C revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,625 50,639 27,430Connection fee revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,954 4,187 2,665Top-placement fee revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,969 4,443 2,679Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,205 501 991

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,753 59,770 33,765

(A) B2C revenue

The largest component of revenue is B2C revenue, which comprises commission revenue and revenuefrom fees charged in connection with orders paid for by credit or debit card. B2C revenue amounted to£84.6 million, £50.6 million and £27.4 million, representing 87.5%, 84.7% and 81.2% of total revenuefor the years ended 31 December 2013, 2012 and 2011, respectively.

During the periods under review, B2C revenue increased primarily due to higher order numbers, aswell as increases in the average revenue per order. The number of orders placed through theJUST EAT platform increased to 40.2 million for the year ended 31 December 2013 compared to 25.3million for 2012 and 13.9 million for 2011. Moreover, the increase in B2C revenue also was due to theincrease in the average revenue per order during the periods under review, which was £2.11 for theyear ended 31 December 2013 compared to £2.00 for 2012 and £1.97 for 2011.

Commission is charged to takeaway restaurants based on the value of each order they receive throughJUST EAT. The commission rate charged varies across JUST EAT’s countries of operation and wasapproximately 10.7% on average for the year ended 31 December 2013. JUST EAT has been able toincrease its commission rates in certain circumstances as the scale of operations in a country and boththe number of takeaway restaurants and the number of orders have grown. In Denmark, B2C revenueconstituted a lower proportion of revenue due to historically lower commission rates, which aresupplemented by an annual subscription fee paid by the takeaway restaurants which is recorded inconnection fee revenue.

Payment card fees are charged by JUST EAT to takeaway restaurants and/or consumers on almost allorders placed through JUST EAT that are paid for by credit or debit card. The fee covers the chargesincurred by JUST EAT (which are recorded in the cost of sales) from the payment service provider, thecard acquirer and administration costs, and also generates a margin for JUST EAT.

During the periods under review, payment card fee revenue increased primarily due to higher ordernumbers, as well as an increased percentage of orders paid for by card. From June 2013 onwards, inDenmark, JUST EAT has only charged payment card fees that are equal to the fees charged by thepayment service provider, as a result of a change in the applicable regulations that has required it to doso. If JUST EAT were to decide to adopt this practice, or be required to do so, in its other countries ofoperation, the rate of growth for payment card fee revenue will be reduced in future periods.

(B) Connection fee revenue

Connection fees represent the initial sign-up fee paid by a takeaway restaurant to join the JUST EATnetwork, as well as the equipment fee paid for the provision of a JCT. Connection fees are one-offpayments, and connection fee revenue is allocated between the sign-up fee portion, which isrecognised as revenue over a 12-month period, and the equipment fee portion, which is recognised asrevenue on a straight-line basis over a three-year period. In Denmark, the connection fee also includesan annual subscription fee paid by takeaway restaurants. Total connection fee revenue amounted to£5.0 million, £4.2 million and £2.7 million, representing 5.1%, 7.0% and 7.9% of revenue for the yearsended 31 December 2013, 2012 and 2011, respectively. The increase in connection fee revenueduring the periods under review reflected increases in the number of new takeaway restaurants joiningthe network.

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(C) Top-placement fee revenue

Top-placement fees are charged to takeaway restaurants who want to be listed amongst the topsearch results in a particular postcode. Takeaway restaurants can pay a fee to be in the top four placesof a particular postcode for a period of up to 12 weeks, with pricing varying by postcode. Top-placement fee revenue amounted to £6.0 million, £4.4 million and £2.7 million, representing 6.2%,7.4% and 7.9% of revenue for the years ended 31 December 2013, 2012 and 2011, respectively. Theincrease in top-placement fee revenue during the periods under review was mainly due to the increasein takeaway restaurants in the network. As the number of takeaway restaurants in a location increases,the demand to be at the top of the search results also generally increases and results in greaterpotential revenue to JUST EAT from the top-placement service.

(D) Other revenue

Other revenue primarily consists of revenue from the sale of merchandise to takeaway restaurants inthe network, including JUST EAT branded merchandise and menus. Other revenue amounted to£1.2 million, £0.5 million and £1.0 million for the years ended 31 December 2013, 2012 and 2011,respectively. The increase in other revenue for the year ended 31 December 2013 compared to 2012was mainly due to an increase in UK merchandise sales and a decrease in promotional discountsgiven to consumers in the Netherlands. The decrease in other revenue for the year ended31 December 2012 compared to 2011 was due to increased promotional discounts given to consumersin Benelux and Spain, as part of the Company’s strategy to increase order numbers in those countries.

4.1.2 Revenue by operating segment

JUST EAT has three operating segments: the UK, Denmark and Other, which includes operations inBrazil, Canada, Spain, Ireland, Italy, Norway, Switzerland, Belgium and the Netherlands, as well as theJust Delivery business in Denmark, which provides a delivery service for takeaway restaurants that donot operate an in-house delivery service. Prior to 14 November 2013, the Other segment also includedIndia. Switzerland and the Netherlands have been included in the Other segment since becoming fullsubsidiaries in January 2013 and January 2012, respectively. The UK, Denmark and Other segmentsgenerated 71.1%, 11.9% and 16.8% of JUST EAT’s revenue, respectively, for the year ended31 December 2013.

The following table presents a breakdown of revenue by operating segment for the periods indicated,after adjusting for intersegment sales, which reflect the sale of JCTs from the UK to Denmark and otheroperations.

Year ended 31 December

2013 2012 2011

(£‘000)

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,815 41,106 21,393Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,541 9,969 8,832Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,257 8,695 3,540Head office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 — —

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,753 59,770 33,765

(A) UK revenue

UK revenue increased by 67.4% to £68.8 million for the year ended 31 December 2013 compared to£41.1 million for the year ended 31 December 2012. UK revenue for the year ended 31 December2012 increased by 92.1% compared to £21.4 million for the year ended 31 December 2011. Growth inrevenue during the periods under review was primarily due to the increase in the number of orders as aresult of increases in the number of takeaway restaurants and consumers transacting through JUSTEAT, as well as higher average revenue per order, which led to higher commission revenue. Averagerevenue per order was £2.09, £2.04 and £1.94 for the years ended 31 December 2013, 2012 and2011, respectively. During the periods under review, JUST EAT’s orders in the UK increased to 29.1million for the year ended 31 December 2013 compared to 17.1 million for 2012 and 9.0 million for2011. UK revenue also increased as a result of the increase in the percentage of orders made viapayment cards, which resulted in higher payment card fee revenue. In addition, the increased numberof takeaway restaurants generated higher connection fee and top-placement fee revenues for JUSTEAT.

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(B) Denmark revenue

Revenue in Denmark (which does not include revenue from the Just Delivery business) increased by15.8% to £11.5 million for the year ended 31 December 2013 compared to £10.0 million for the yearended 31 December 2012. This increase in revenue was primarily due to the commission rate increase(which was introduced for new restaurants in 2012 and applied to all restaurants in the autumn of2013), an 8% increase in the number of orders, a 6% increase in the average order value and a 31%increase in top-placement revenue. Revenue in Denmark for the year ended 31 December 2012increased by 12.9% compared to £8.8 million for the year ended 31 December 2011, predominantlydue to an increase in the number of orders and the introduction of higher commission rates for newrestaurants during 2012. During the periods under review, JUST EAT’s orders in Denmark increased to4.1 million for the year ended 31 December 2013 compared to 3.8 million for 2012 and 3.5 million for2011. Growth in revenue in Denmark was slower than growth in the UK, due to the greater maturity ofthe online takeaway food market in Denmark and the Company’s established market share.

(C) Other revenue

Other revenue relates to overseas operations that are principally in the early stages of development.Other revenue increased by 87.0% to £16.3 million for the year ended 31 December 2013 compared to£8.7 million for the year ended 31 December 2012. The increase in revenue was primarily due to a£6.2 million increase in commission revenue together with a £0.5 million increase in payment card feerevenue and a decrease in promotional discounts. The growth in commission revenue reflected a 60%increase in the number of orders and a 10% increase in the average revenue per order. Other revenuefor the year ended 31 December 2012 increased by 145.6% to £8.7 million compared to £3.5 million forthe year ended 31 December 2011, primarily due to an increase in the number of orders resulting froman increase in the number of takeaway restaurants and consumers during this period. During theperiods under review, JUST EAT’s orders in the Other segment increased to 6.9 million for the yearended 31 December 2013 compared to 4.3 million for 2012 and 1.4 million for 2011. Revenue alsoincreased by £1.7 million as a result of Switzerland being fully consolidated for the year ended 31December 2013, and by £1.7 million as a result of the Netherlands business being fully consolidatedfor the year ended 31 December 2012.

4.2 Cost of sales

Cost of sales represents direct variable costs, primarily relating to payment card fees and SIM cardcosts for the JCTs. As the Company’s business has grown, these costs have increased by 97.3% forthe year ended 31 December 2013 compared to 2012 and 60.4% for the year ended 31 December2012 compared to 2011. Gross profit margins for JUST EAT remained stable over the periods underreview, at 89.7%, 91.5% and 90.7% for the years ended 31 December 2013, 2012 and 2011,respectively.

4.3 Administrative expenses

Administrative expenses consist of impairment charges, long term employee incentive costs,acquisition related costs and other administrative expenses, which include salaries, marketing,depreciation, amortisation and other costs. Administrative expenses increased by 25.3% to£80.0 million for the year ended 31 December 2013 compared to £63.9 million for the year ended31 December 2012, and by 98.9% for the year ended 31 December 2012 compared to £32.1 million forthe year ended 31 December 2011.

The following table presents a breakdown of administrative expenses for the periods indicated.

Year ended 31 December

2013 2012 2011

(£‘000)

Long term employee incentive costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,731 1,624 231Exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968 7,547 450Other administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

— Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,964 25,433 16,012— Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,427 15,318 7,795— Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,268 11,639 6,352— Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,627 2,289 1,269

Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,985 63,850 32,109

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4.3.1 Other administrative expenses

Other administrative expenses, which form the largest component of administrative expenses, consistof salaries, marketing, depreciation and amortisation and other costs. Other administrative expensesrepresented 79.9%, 91.5% and 93.1% of revenue for the years ended 31 December 2013, 2012 and2011, respectively.

The largest component of other administrative expenses is salaries, which consist of salaries and otherstaff related costs. Salary costs represented 39.2%, 42.6% and 47.4% of revenue for the years ended31 December 2013, 2012 and 2011, respectively. During the periods under review, salaries increased,predominantly due to the expansion of the UK business and the related increase in full-time employeesof the Company. JUST EAT had 886, 712 and 384 average full time equivalent employees for theyears ended 31 December 2013, 2012 and 2011, respectively.

Marketing costs are comprised of digital marketing costs relating to PPC (SEM) marketing on Googleand offline marketing costs including brand marketing, trade marketing and certain in-house marketingpersonnel. Marketing costs represented 24.2%, 25.6% and 23.1% of revenue for the years ended31 December 2013, 2012 and 2011, respectively. During the periods under review, marketing costshave increased due to the Company’s decision to invest in the JUST EAT brand both in the UK and inJUST EAT’s overseas operations. The increase in marketing costs for the year ended 31 December2013 compared to 2012 was primarily due to increased expenditure on PPC marketing and anincrease in television advertising. In addition, there was an increase in marketing expenditure in keycities, such as in London, where there were London Underground and taxi campaigns. The increase inmarketing costs for the year ended 31 December 2012 compared to 2011 was primarily due to theCompany’s global re-branding during the year ended 31 December 2012, for which it introduced a newslogan, television advertising campaign and printed marketing materials.

Growth in other costs, such as property costs, travel and vehicle costs, recruitment expenses, legaland professional fees, communication costs and training costs, was again mainly due to the growth ofJUST EAT’s operations. Other costs represented 12.7%, 19.5% and 18.8% of revenue for the yearsended 31 December 2013, 2012 and 2011, respectively. The increase in other costs for the year ended31 December 2013 compared to 2012 was due to growth in the Group’s operations and the number ofemployees, although other costs decreased as a proportion of revenue as a result of greatereconomies of scale. The increase in other costs for the year ended 31 December 2012 compared to2011 was primarily due to growth in the Company’s operations and the number of employees.

4.3.2 Exceptional items

The following table presents a breakdown of exceptional items for the periods indicated.

Year ended31 December

2013 2012 2011

(£’000)

Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307 7,320 18IPO costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,413 — —Acquisition related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88 227 432Release of contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (840) — —

Total exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968 7,547 450

The impairment charges of £7.3 million for the year ended 31 December 2012 represented the write-offof the goodwill and intangible assets amounting to £7.2 million that had been recognised when thebusiness in the Netherlands became a subsidiary, as well as impairment charges relating to AchindraOnline in India amounting to £0.1 million. The decision to write off the Dutch assets was based on thatbusiness not having achieved a significant competitive position in its market, such that JUST EAT’sstrategic and financial plans for this business did not follow the same profile as other businesses in theCompany.

The £0.8 million release of contingent consideration for the year ended 31 December 2013 relates to aprovision that was established on the acquisition of the Group’s stake in its French joint venture. Part ofthe consideration was contingent upon the performance of the French business in 2013. Theperformance criteria were not met and, as a result, the provision was released to the income statement.

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4.3.3 Long-term employee incentive costs

Long-term employee incentive costs amounted to £1.7 million for the year ended 31 December 2013,all of which related to charges in respect of share options held by employees of the Group. Long-termemployee incentive costs amounted to £1.6 million for the year ended 31 December 2012, of which£0.5 million related to charges in respect of share options held by employees of the Group and£1.1 million represented bonuses paid to certain members of the senior management team for theirlonger term performance and achievement of certain longer term goals in the year. Long-termemployee incentive costs of £0.2 million for the year ended 31 December 2011 related to charges inrespect of share options.

4.4 Operating profit/(loss)

JUST EAT had an operating profit of £6.8 million for the year ended 31 December 2013, compared tooperating losses of £9.7 million and £1.8 million for the years ended 31 December 2012 and 2011,respectively. The improvement of £16.5 million in the operating result for the year ended 31 December2013 compared to 2012 was primarily due to the reduction in administrative expenses as a proportionof revenue, as well as the absence of the prior year’s impairment charge of £7.3 million, primarily inrespect of the Netherlands. The increase in operating losses of £7.9 million for the year ended31 December 2012 compared to 2011 was mainly due to impairment charges of £7.3 million primarilyrelating to the Netherlands business.

4.5 Underlying EBITDA

“Underlying EBITDA” means earnings before finance income and costs, taxation, depreciation andamortisation (“EBITDA”) and additionally excludes the Group’s share of depreciation and amortisationof joint ventures and associates, profits or losses on disposal of operations, long-term employeeincentive costs, exceptional items and foreign exchange gains and losses. In respect of segmentaldisclosure, it also excludes intra-group franchise fee arrangements and incorporates an allocation ofGroup technology and other central costs.

The following table presents a reconciliation of profit/(loss) to Underlying EBITDA for the periodsindicated.

Year ended 31 December

2013 2012 2011

(£‘000)Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,771 (4,505) (1,235)

Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,410 1,877 (497)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 117 74Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (172) (206) (99)Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,363) (6,946) —

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,791 (9,663) (1,757)Depreciation — Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,708 1,760 1,114Amortisation — Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 919 529 155Depreciation and amortisation – Joint Ventures and associates . . . . . . . . 421 361 44Long term employee incentive costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,731 1,624 231Exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968 7,547 450Foreign currency losses/(gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 539 120 (138)

Underlying EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,077 2,278 99

Underlying EBITDA increased to £14.1 million for the year ended 31 December 2013 compared to£2.3 million for the year ended 31 December 2012. Underlying EBITDA for the year ended31 December 2012 increased by £2.2 million compared to £0.1 million for the year ended31 December 2011.

Growth in Underlying EBITDA during the periods under review reflected growth in segment UnderlyingEBITDA in the UK and Denmark, offset by negative segment Underlying EBITDA in the Othersegment, predominantly in Brazil, Canada and Spain. The negative segment Underlying EBITDA inthese jurisdictions reflected marketing expenditure and other administrative expenses, in light of theCompany’s strategy of gaining scale in these countries. There was a further negative impact onUnderlying EBITDA for the year ended 31 December 2012 compared to 2011 due to the

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consolidation of the Netherlands business after it became a wholly owned subsidiary of JUST EAT.The growth in Underlying EBITDA for the year ended 31 December 2013 compared to 2012 wasprimarily due to the growth in revenue (particularly in the UK) and the leveraging of the Group’s costbase.

The following table presents a breakdown of segment Underlying EBITDA by operating segment forthe periods indicated.

Year ended 31 December

2013 2012 2011

(£‘000)UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,519 13,722 4,805Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,641 4,025 3,159Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,755) (13,136) (6,279)

18,405 4,611 1,685Share of results of joint ventures and associates (excluding depreciation

and amortisation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432 (160) (213)Head office costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,760) (2,173) (1,373)

Underlying EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,077 2,278 99

In the UK, segment Underlying EBITDA amounted to £25.5 million, £13.7 million and £4.8 million forthe years ended 31 December 2013, 2012 and 2011, respectively. Segment Underlying EBITDAmargin increased to 37.1% for the year ended 31 December 2013 compared to 33.4% for the yearended 31 December 2012 and 22.5% for the year ended 31 December 2011. The growth in segmentUnderlying EBITDA margin was primarily due to revenues growing at a higher rate than costs, as asignificant proportion of the UK operation’s cost base is fixed.

In Denmark, segment Underlying EBITDA amounted to £4.6 million, £4.0 million and £3.2 million forthe years ended 31 December 2013, 2012 and 2011, respectively. Segment Underlying EBITDAmargin was 40.2% for the year ended 31 December 2013 compared to 40.4% for the year ended31 December 2012 and 35.8% for the year ended 31 December 2011. Like the UK operations,Denmark also has a predominantly fixed cost base. In addition, the business there has focused ongenerating revenue from higher margin services such as top placement, which has minimal directcosts.

Segment Underlying EBITDA for the Other segment was negative £11.8 million, negative £13.1 millionand negative £6.3 million for the years ended 31 December 2013, 2012 and 2011, respectively.Negative segment Underlying EBITDA in this segment reflects JUST EAT’s strategy of incurringgreater costs in certain countries to expand its network of takeaway restaurants, build brandawareness and increase the scale of the business. In addition, the impact of acquisitions made in 2013reduced segment Underlying EBITDA by £0.4 million for the year ended 31 December 2013 comparedto 2012. The impact of acquisitions made in 2012 reduced segment Underlying EBITDA by £1.2 millionfor the year ended 31 December 2012 compared to 2011.

4.6 Other gains

Other gains for the year ended 31 December 2013 amounted to £3.4 million, which primarily related tothe deemed disposal of the Swiss business when it became a subsidiary in January 2013. Other gainsof £6.9 million for the year ended 31 December 2012 related to profit arising on the disposal of JUSTEAT’s minority interest in OnlinePizza Norden AB in Sweden and the profit arising on the deemeddisposal of the joint venture in the Netherlands when it became a subsidiary.

4.7 Tax

JUST EAT is subject to taxation in each of its countries of operation.

For the year ended 31 December 2013, JUST EAT had a total tax charge amounting to £3.4 million ona profit before tax of £10.2 million, resulting in an effective tax rate of 34%. The tax charge wasprimarily comprised of a current tax charge of £3.5 million, principally in respect of the Group’s UK andDanish operations.

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For the year ended 31 December 2012, JUST EAT had a total tax charge amounting to £1.9 milliondespite making a loss before tax of £2.6 million, primarily as a result of a current tax charge in theDenmark business of £2.1 million which could not be sheltered by losses arising elsewhere in the Group.

For the year ended 31 December 2011, JUST EAT had a tax credit of £0.5 million, after making a lossbefore tax of £1.8 million. The main reason for recording a tax credit was due to the recognition of adeferred tax asset on trading losses arising in Just Eat Host A/S and Just-Eat.co.uk Limited.

5. LIQUIDITY AND CAPITAL RESOURCES

5.1 Cash flow

JUST EAT has generated positive net cash from operating activities during each of the periods underreview. The following table summarises the principal components of the Company’s consolidated cashflows for the periods indicated.

Year ended 31 December

2013 2012 2011

(£‘000)

Net cash inflow from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,213 10,103 4,885Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,681) (3,140) (14,552)Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 35,167 12,643

Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,545 42,130 2,976

Cash and cash equivalents at the end of the year . . . . . . . . . . . . . . . . . . . . . 61,620 50,026 7,858

5.1.1 Net cash from operating activities

For the years ended 31 December 2013, 2012 and 2011, net cash inflow from operating activities was£19.2 million, £10.1 million and £4.9 million, respectively. JUST EAT’s operating activities benefittedfrom net improvements in working capital of £11.6 million for the year ended 31 December 2013,£9.7 million for the year ended 31 December 2012 and £5.2 million for the year ended 31 December2011. Working capital consists of trade and other receivables, inventories, trade and other payables,current tax liabilities and current deferred revenue. The improvements in working capital were primarilydriven by increases in credit or debit card orders by consumers, for which JUST EAT collects paymenton behalf of the takeaway restaurants, thereby increasing trade payables due to the restaurants.Working capital is further improved when the number of takeaway restaurants increases as the initialconnection fees (including the JCT equipment fees) are paid in advance and deferred (within deferredrevenue) on the balance sheet.

5.1.2 Net cash used in investing activities

For the year ended 31 December 2013, net cash used in investing activities was £7.6 million. Thisincluded cash outflows on acquisitions of subsidiaries amounting to £3.7 million, including theacquisition of one subsidiary and the payment of deferred consideration in respect of acquisitionsmade in earlier years. It also included purchases of property, plant and equipment of £3.3 million (adecrease of 13.7% compared to the year ended 31 December 2012) primarily for the purchase of JCTsas the number of takeaway restaurants increased.

For the year ended 31 December 2012, net cash used in investing activities was £3.1 million,consisting primarily of cash outflows on acquisitions of subsidiaries amounting to £5.1 million thatincluded three subsidiaries and other deferred consideration, as well as purchases of property, plantand equipment amounting to £3.8 million (an increase of 81.1% compared to the year ended31 December 2011) primarily for the purchase of JCTs. In March 2012, JUST EAT’s cash positionimproved as a result of the sale of its investment in OnlinePizza Norden AB in Sweden for cashproceeds of £6.4 million.

For the year ended 31 December 2011, net cash used in investing activities was £14.6 million,consisting primarily of cash outflows on acquisitions of interests in joint ventures amounting to£7.2 million that included payment of £6.6 million cash consideration for a 50% interest in the joint

73

venture in France. Cash outflow on acquisitions of subsidiaries amounted to £3.1 million for sixsubsidiaries. Purchases of property, plant and equipment amounted to £2.1 million, primarilyrepresenting JUST EAT’s investment in JCTs.

5.1.3 Net cash from financing activities

For the year ended 31 December 2013, net cash from financing activities was £13,000, representingcash received on the exercise of share options.

For the year ended 31 December 2012, net cash from financing activities was £35.2 million as a resultof JUST EAT’s Series C round of fundraising in April 2012. The Company repaid £63,000 inborrowings and overdrafts during this period, leaving it with no outstanding debt as at 31 December2012.

For the year ended 31 December 2011, net cash from financing activities was £12.6 million principallyas a result of the Series B round of fundraising in March 2011. The Company repaid £2.1 million inborrowings and overdrafts during this period.

6. CURRENT TRADING AND PROSPECTS

The Group’s strong financial performance has continued since 31 December 2013 with trading in linewith management expectations and consistent with the trends experienced in 2013. A strongperformance in the UK reflects both the positive underlying market trends and the impact frommarketing campaigns (such as JUST EAT’s sponsorship of ITV’s Take Me Out) and the unusually wetwinter weather. Performance across the Group’s other geographic markets has also been strong andcontinued to reflect the underlying growth trends and the expected development of the Group in thesemarkets.

The Group also completed the acquisition of Meal 2 Order.com Limited in February 2014. Meal 2Order.com Limited has an EPOS technology specifically designed for the takeaway restaurant industrywhich, when implemented, would enable restaurant owners to better organise their day-to-dayoperations and determine business priorities by providing a better view of their customers’ orderinghabits.

7. CRITICAL ACCOUNTING JUDGEMENTS

In the application of JUST EAT’s accounting policies, which are described in note 3 to the consolidatedfinancial statements presented under Part XII (Historical Financial Information), the Directors arerequired to make judgements, estimates and assumptions about the carrying amounts of assets andliabilities that are not readily apparent from other sources. The estimates and associated assumptionsare based on historical experience and other factors that are considered to be relevant. Actual resultsmay differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognised in the period in which the estimate is revised if the revision affects only thatperiod, or in the period of the revision and future periods if the revision affects both current and futureperiods. The key assumptions concerning the future and other key sources of estimation uncertaintyare detailed in note 4 to the consolidated financial statements presented under Part XII (HistoricalFinancial Information).

8. FINANCIAL RISK MANAGEMENT

JUST EAT’s activities expose it to a number of financial risks, which are detailed in note 39 to theconsolidated financial statements presented under Part XII (Historical Financial Information).

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PART XI

CAPITALISATION AND INDEBTEDNESS

1. CAPITALISATION AND INDEBTEDNESS

The following tables do not reflect the impact of the Offer on JUST EAT’s capitalisation andindebtedness (including receipt of the net proceeds of the Offer by the Company). Please refer to PartXIII (Pro Forma Financial Information) for an analysis of the impact of the Offer on the consolidated netassets of the Group.

Investors should read these tables together with Part X (Operating and Financial Review) and Part XII(Historical Financial Information) of this document.

1.1 Indebtedness

The Group had no indebtedness as at 31 January 2014.

1.2 Capitalisation

The following table sets out the capitalisation of the Group as at 31 January 2014.

As at 31 January2014

£ million

Shareholders’ EquityShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0Share premium account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.9Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.2)

Equity attributable to owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.0Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.3

1.3 Net Financial Indebtedness

The following table shows the net financial indebtedness of the Group as at 31 January 2014 asextracted from the Group’s unaudited accounting records:

As at 31 January2014

£ million

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.8Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.8Current financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Net current liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.8Non-current financial indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Net financial funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.8

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PART XII

HISTORICAL FINANCIAL INFORMATION

A) ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION RELATING TOTHE GROUP

Deloitte LLPAbbots HouseAbbey Street

ReadingRG1 3BD

The Board of Directorson behalf of JUST EAT plcMasters House107 Hammersmith RoadLondonW14 0QH

J.P. Morgan Securities plc25 Bank StreetCanary WharfLondonE14 5JP

3 April 2014

Dear Sirs

JUST EAT plc

We report on the financial information for the three years ended 31 December 2013 set out in thisPart XII of the prospectus dated 3 April 2014 of JUST EAT plc (the “Company” and, together with itssubsidiaries, the “Group”) (the “Prospectus”). This financial information has been prepared forinclusion in the Prospectus on the basis of the accounting policies set out in note 3 to the financialinformation. This report is required by Annex I item 20.1 of Commission Regulation (EC) No 809/2004(the “Prospectus Directive Regulation”) and is given for the purpose of complying with thatrequirement and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the financial information in accordancewith International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to theextent there provided, to the fullest extent permitted by law we do not assume any responsibility andwill not accept any liability to any other person for any loss suffered by any such other person as aresult of, arising out of, or in connection with this report or our statement, required by and given solelyfor the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation,consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to the

76

amounts and disclosures in the financial information. It also included an assessment of significantestimates and judgments made by those responsible for the preparation of the financial informationand whether the accounting policies are appropriate to the entity’s circumstances, consistently appliedand adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with sufficient evidence to give reasonable assurance thatthe financial information is free from material misstatement whether caused by fraud or otherirregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practicesgenerally accepted in jurisdictions outside the United Kingdom, including the United States of America,and accordingly should not be relied upon as if it had been carried out in accordance with thosestandards and practices.

Opinion on financial information

In our opinion, the financial information gives, for the purposes of the Prospectus, a true and fair viewof the state of affairs of the Group as at the periods stated and of its profits/losses, cash flows andchanges in equity for the periods stated in accordance with International Financial Reporting Standardsas adopted by the European Union.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of theProspectus and declare that we have taken all reasonable care to ensure that the informationcontained in this report is, to the best of our knowledge, in accordance with the facts and contains noomission likely to affect its import. This declaration is included in the Prospectus in compliance withAnnex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Deloitte LLPChartered Accountants

Deloitte LLP is a limited liability partnership registered in England and Wales with registered numberOC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom.Deloitte LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu Limited (“DTTL”), a UKprivate company limited by guarantee, whose member firms are legally separate and independententities. Please see www.deloitte.co.uk/about for a detailed description of the legal structure of DTTLand its member firms.

77

B) HISTORICAL FINANCIAL INFORMATION

Consolidated Income Statement

Notes

Yearended

31 December2013

Yearended

31 December2012

Yearended

31 December2011

£‘000 £‘000 £‘000

Continuing operationsRevenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,753 59,770 33,765Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,988) (5,062) (3,156)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,765 54,708 30,609

Long term employee incentive costs . . . . . . . . . . . . . . . 7 (1,731) (1,624) (231)Exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (968) (7,547) (450)Other administrative expenses . . . . . . . . . . . . . . . . . . . . (77,286) (54,679) (31,428)

Total administrative expenses . . . . . . . . . . . . . . . . . . (79,985) (63,850) (32,109)

Share of results of joint ventures and associates . . . . . 18,19 11 (521) (257)

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . 6 6,791 (9,663) (1,757)Other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3,363 6,946 —Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 172 206 99Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (145) (117) (74)

Profit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . 10,181 (2,628) (1,732)Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (3,410) (1,877) 497

Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . 6,771 (4,505) (1,235)

Attributable to: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . 6,976 (3,871) (607)Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . 32 (205) (634) (628)

6,771 (4,505) (1,235)

Earnings/(loss) per share (pence per share) 13Basic earnings/(loss) per Ordinary and Preference

share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.7 (23.1) (4.1)Basic earnings/(loss) per B Ordinary share . . . . . . . . . . — — —Diluted earnings/(loss) per Ordinary and Preference

share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.2 (23.1) (4.1)Diluted earnings/(loss) per B Ordinary share . . . . . . . . — — —

78

Consolidated Statement of Other Comprehensive Income

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . 6,771 (4,505) (1,235)Items that may be classified subsequently to profit or

loss:Exchange differences on translation of foreign

operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 61 (311) (152)Exchange differences on translation of foreign

operations reclassified to profit and loss . . . . . . . . . . . . 30 38 — —Fair value adjustment on available for sale financial

asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 — (233) 4,624Exchange differences on available for sale financial

asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 — 5 98Reclassified to profit and loss on sale of available for

sale financial asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3,450) —Tax relating to components of other comprehensive

income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 64 (983)

Other comprehensive income/(expense) for theyear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114 (3,925) 3,587

Total comprehensive income/(expense) for theyear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,885 (8,430) 2,352

Attributable to:Owners of the Company . . . . . . . . . . . . . . . . . . . . . . . 7,068 (7,801) 2,985Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . 32 (183) (629) (633)

6,885 (8,430) 2,352

79

Consolidated Balance Sheet

As at31 December

2013

As at31 December

2012

As at31 December

2011

Note £‘000 £‘000 £‘000

Non-current assetsGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 10,245 6,957 4,587Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3,424 3,342 1,334Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . 16 5,481 5,013 2,861Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 — — 6,918Investments in joint ventures . . . . . . . . . . . . . . . . . . . . . . . 18 7,353 7,136 6,915Investments in associates . . . . . . . . . . . . . . . . . . . . . . . . . 19 396 31 332Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 940 772 1,026

27,839 23,251 23,973

Current assetsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 743 435 42Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . 22 3,872 4,492 2,432Current tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241 — —Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . 35 61,620 50,026 7,858

66,476 54,953 10,332

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,315 78,204 34,305

Current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . 23 (33,381) (25,020) (11,024)Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,093) (1,564) (91)Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 — — (63)Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (3,982) (2,442) (1,715)Provisions for liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 — (718) (485)

(38,456) (29,744) (13,378)

Net current assets/(liabilities) . . . . . . . . . . . . . . . . . . . . 28,020 25,209 (3,046)

Non-current liabilitiesDeferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (442) (703) (1,360)Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (1,212) (1,287) (751)Provisions for liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (101) — (645)Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 27 (498) — —

(2,253) (1,990) (2,756)

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,709) (31,734) (16,134)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,606 46,470 18,171

EquityShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 2 2 1Share premium account . . . . . . . . . . . . . . . . . . . . . . . . . . 29 55,862 55,764 19,498Shares to be issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 — 56 —Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 1,320 1,477 5,414Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 (3,937) (10,476) (6,899)

Equity attributable to owners of the Company . . . . . . 53,247 46,823 18,014

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . 32 359 (353) 157

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,606 46,470 18,171

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Consolidated Cash Flow Statement

Yearended

31 December2013

Yearended

31 December2012

Yearended

31 December2011

Note £‘000 £‘000 £‘000

Net cash inflow from operating activities . . . . . . . . . 35 19,213 10,103 4,885

Investing activitiesInterest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172 223 99Funding provided to joint ventures and associates . . . . (193) (543) (624)Net cash outflow on investment in OnlinePizza Norden

AB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (1,628)Net cash inflow upon sale of OnlinePizza Norden

AB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 — 6,397 —Net cash outflow on acquisition of subsidiaries . . . . . . . 33 (3,716) (5,080) (3,144)Net cash outflow on acquisition of interest in joint-

ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 — (332) (7,154)Purchases of property, plant and equipment . . . . . . . . (3,283) (3,805) (2,101)Purchases of intangible assets . . . . . . . . . . . . . . . . . . . . (661) — —

Net cash used in investing activities . . . . . . . . . . . . . (7,681) (3,140) (14,552)

Financing activitiesRepayment of borrowings . . . . . . . . . . . . . . . . . . . . . . . . 24 — (54) (1,041)Net proceeds arising on issue of shares . . . . . . . . . . . . 28,29 13 35,230 14,780Repayment in bank overdrafts . . . . . . . . . . . . . . . . . . . . 24 — (9) (1,096)

Net cash from financing activities . . . . . . . . . . . . . . . 13 35,167 12,643

Net increase in cash and cash equivalents . . . . . . . 11,545 42,130 2,976

Cash and cash equivalents at beginning of year . . 50,026 7,858 4,934Effect of changes in foreign exchange rates . . . . . . . . . 49 38 (52)

Cash and cash equivalents at end of year . . . . . . . . 61,620 50,026 7,858

82

1. General information

JUST EAT plc (the “Company”) and its subsidiaries (the “Group”) operate the world’s largest onlinemarketplace for restaurant delivery. Information on the Group’s structure is provided in note 17. TheCompany is incorporated and domiciled in the United Kingdom. The address of its registered office isMasters House, 107 Hammersmith Road, London W14 0QH. The historical financial information (the“financial information”) presented is as at and for the years ended 31 December 2013, 31 December2012 and 31 December 2011.

2. Basis of preparation

The financial information has been prepared in accordance with International Financial ReportingStandards (“IFRS”) and International Financial Reporting Interpretation Committee interpretations asendorsed by the European Union, and with those parts of the Companies Act 2006 applicable tocompanies reporting under IFRS, and therefore comply with Article 4 of the EU IAS Regulation andIFRS as issued by the International Accounting Standards Board.

The financial information has been prepared on the historical cost basis, except for certain financialinstruments which have been measured at fair value. The principal accounting policies adopted are setout below. These polices have been consistently applied to all years presented.

3. Summary of significant accounting policies

Basis of consolidation

The financial information represents the consolidated financial information of the Company and entitiescontrolled by the Company (its subsidiaries) made up to 31 December each year.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvementwith the investee and has the ability to affect those returns through its power over the investee.Specifically, the Group controls an investee if and only if the Group has i) power over an investee; ii)exposure, or rights, to variable returns from its involvement with the investee; and iii) the ability to useits power over the investee to affect the amount of the investor’s returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Groupconsiders all relevant facts and circumstances in assessing whether it has power over an investee,including i) the contractual arrangement with the other vote holders of the investee; ii) rights arisingfrom other contractual arrangements; and iii) the Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate thatthere are changes to one or more of the three elements of control. Consolidation of a subsidiary beginswhen the Group obtains control over the subsidiary and ceases when the Group loses control of thesubsidiary.

Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year areincluded in the consolidated income statement from the date the Group gains control until the date theGroup ceases to control the subsidiary.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring theaccounting policies used into line with those used by the Group. All intra-group transactions, balances,income and expenses are eliminated on consolidation.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Theinterests of non-controlling shareholders may be initially measured at fair value or at the non-controllinginterests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice ofmeasurement is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carryingamount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributedto non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted foras equity transactions. The carrying amount of the Group’s interests and the non-controlling interests

83

are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference betweenthe amount by which the non-controlling interests are adjusted and the fair value of the considerationpaid or received is recognised directly in equity and attributed to the owners of the Company.

When the Group loses control of a subsidiary, it derecognises the carrying amount of any non-controlling interests and the cumulative translation differences recorded in equity. It further recognisesthe fair values of the consideration received and any investment retained, with any surplus or deficitbeing recognised in profit or loss.

Amounts previously recognised in other comprehensive income in relation to the subsidiary areaccounted for (i.e., reclassified to profit or loss or transferred directly to retained earnings) in the samemanner as would be required if the relevant assets or liabilities are disposed of. The fair value of anyinvestment retained in the former subsidiary at the date when control is lost is regarded as the fairvalue on initial recognition for subsequent accounting under IAS 39 ‘Financial Instruments: Recognitionand Measurement’ or, when applicable, the costs on initial recognition of an investment in an associateor jointly controlled entity.

Going concern

The financial information has been prepared on a going concern basis, which assumes that the Groupwill continue to be able to meet its liabilities as they fall due for the foreseeable future. At the date ofapproving the financial information, the Directors are not aware of any circumstances that could lead tothe Group being unable to settle commitments as they fall due during the twelve months from date ofsigning.

At 31 December 2013, the Group had net current assets of £28.0 million, cash of £61.6 million andgenerated cash inflows from operating activities of £19.2 million in the year ended 31 December 2013.Note 39 describes the Group’s objectives, policies and processes for managing its exposure to creditrisk and liquidity risk.

New standards, interpretations and amendments adopted

The Group applied, for the first time, certain standards, amendments to existing standards andinterpretations for the year ended 31 December 2013. The nature and the impact of these are outlinedbelow.

IFRS 10 ‘Consolidated Financial Statements’ (“IFRS 10”) and IAS 27 (2011) ‘Separate FinancialStatements’ (“IAS 27”)

IFRS 10 establishes a single control model that applies to all entities including special purpose entities.IFRS 10 replaces the parts of previously existing IAS 27 ‘Consolidated and Separate FinancialStatements’ that dealt with consolidated financial statements and Standard Interpretations CommitteeInterpretation (“SIC”)-12 ‘Consolidation – Special Purpose Entities’. IFRS 10 changes the definition ofcontrol such that an investor controls an investee when it is exposed, or has rights, to variable returnsfrom its involvement with the investee and has the ability to affect those returns through its power overthe investee. To meet the definition of control in IFRS 10, all three criteria must be met, including:

i) an investor has power over an investee;

ii) the investor has exposure, or rights, to variable returns from its involvement with the investee;and

iii) the investor has the ability to use its power over the investee to affect the amount of theinvestor’s returns.

The adoption of IFRS 10 had no impact on the consolidation of investments held by the Group.

IFRS 11 ‘Joint Arrangements’ (“IFRS 11”) and IAS 28 (2011) ‘Investment in Associates and JointVentures’ (“IAS 28”)

IFRS 11 replaces IAS 31 ‘Interests in Joint Ventures’ and SIC-13 ‘Jointly-controlled Entities — Non-monetary Contributions by Venturers’. The provisions of IFRS 11 include the removal of the option toaccount for jointly controlled entities using proportionate consolidation. Instead, jointly controlledentities that meet the definition of a joint venture under IFRS 11 must be accounted for using the equitymethod.

84

The adoption of IFRS 11 resulted in Eat.ch GmbH (“Eat.ch”) being reclassified to an associate inaccordance with IAS 28 as it did not satisfy the provisions of IFRS 11 to be classified as a jointarrangement. This reclassification is applicable from its initial acquisition in March 2011 up to31 December 2012. The reclassification did not have any effect on the reported financial performanceand financial position of the Group for the years ended 31 December 2012 and 2011 as the Grouppreviously accounted for its investment in Eat.ch under the equity method of accounting in accordancewith IAS 31 ‘Interests in Joint Ventures’. In January 2013 the Group gained control of Eat.ch, fromwhich time it was fully consolidated.

IFRS 12 ‘Disclosure of Interests in Other Entities’ (“IFRS 12”)

IFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, jointarrangements, associates and structured entities. The requirements in IFRS 12 are morecomprehensive than the previously existing disclosure requirements for subsidiaries (i.e., where asubsidiary is controlled with less than a majority of voting rights). The Group does not have anymaterial non-controlling interests. It does not have any unconsolidated structured entities. IFRS 12disclosures are provided in notes 17 and 32.

IFRS 13 ‘Fair Value Measurement’ (“IFRS 13”)

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13does not change when an entity is required to use fair value, but rather provides guidance on how tomeasure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 hasnot materially impacted the fair value measurements carried out by the Group.

IFRS 13 also requires specific disclosures on fair values, some of which replace existing disclosurerequirements in other standards, including IFRS 7 ‘Financial Instruments: Disclosures’. The Groupprovides the IFRS 13 disclosures in note 39.

IAS 1 ‘Presentation of Financial Statements’ — Items of other comprehensive income(Amendment) (“IAS 1”)

The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income.Items that could be reclassified (or recycled) to profit or loss at a future point in time now have to bepresented separately from items that will never be reclassified.

The amendment affected presentation only and had no impact on the Group’s financial position orperformance.

IAS 36 ‘Impairment of Assets’ — Recoverable amount disclosures for non-financial assets(Amendments) (“IAS 36”)

These amendments remove the unintended consequences of IFRS 13 on the disclosures requiredunder IAS 36. In addition, these amendments require disclosure of the recoverable amounts for theassets or CGUs for which impairment loss has been recognised or reversed during the period.

These amendments are effective retrospectively for annual periods beginning on or after 1 January2014 with earlier application permitted, provided IFRS 13 is also applied. The Group has early adoptedthese amendments to IAS 36 in the current period.

The amendment affected presentation only and had no impact on the Group’s financial position orperformance presented in this financial information.

Early adoption

The new standards IFRS10, IFRS11, IFRS 12, IAS 27 and IAS 28 are effective for financial periodsbeginning on or after 1 January 2013. These standards have been endorsed by the EU for financialperiods beginning on or after 1 January 2014 with early adoption being permitted. The Group has earlyadopted these standards and amendments. Other new standards and amendments to standards alsoapply for the first time in 2013. However, they do not impact the financial information of the Group andhave therefore not been disclosed.

85

The following new standards and amendments to existing standards are in issue, but have not beenearly adopted by the Group as they are still subject to EU endorsement:

• Amendments to IFRS 10 ‘Consolidated Financial Statements’, IFRS 12 ‘Disclosure ofInterests in Other Entities’ and IAS 27 (2011) ‘Separate Financial Statements’ onconsolidation for investment entities (effective 1 January 2014); and

• IFRS 9 ‘Financial Instruments’ (effective 1 January 2015).

The Directors do not expect that the adoption of the standards listed above will have a material impacton the financial information of the Group in future periods.

Business combinations and goodwill

Businesses combinations are accounted for using the acquisition method. The consideration for eachacquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given,liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control ofthe acquiree. For each business combination, the Group elects whether to measure the non-controllinginterests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable netassets. Acquisition-related costs are recognised in profit or loss as incurred and included within otheradministrative expenses.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from acontingent consideration arrangement, measured at its acquisition-date fair value. Contingentconsideration classified as an asset or liability that is a financial instrument and within the scope of IAS39 ‘Financial Instruments: Recognition and Measurement’, is measured at fair value with changes infair value recognised either in profit or loss or as a change to Other Comprehensive Income (“OCI”). Ifthe contingent consideration is not within the scope of IAS 39, it is measured in accordance with theappropriate IFRS. Subsequent changes in such fair values are adjusted against the cost of acquisitionwhere they qualify as measurement period adjustments (see below).

Where a business combination is achieved in stages, the Group’s previously-held interests in theacquired entity are remeasured to fair value at the acquisition date (i.e., the date the Group attainscontrol) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising frominterests in the acquiree prior to the acquisition date that have previously been recognised in othercomprehensive income are reclassified to profit or loss, where such treatment would be appropriate ifthat interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions forrecognition under IFRS 3 (2008) ‘Business Combinations’ (“IFRS 3”) are recognised at their fair valueat the acquisition date, except for certain items which are measured in accordance with the relevantIFRSs.

If the initial accounting for a business combination is incomplete by the end of the reporting period inwhich the combination occurs, the Group reports provisional amounts for the items for which theaccounting is incomplete. Those provisional amounts are adjusted during the measurement period(see below), or additional assets or liabilities are recognised, to reflect new information obtained aboutfacts and circumstances that existed as of the acquisition date that, if known, would have affected theamounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtainscomplete information about facts and circumstances that existed as of the acquisition date, and issubject to a maximum of one year.

Goodwill arising in a business combination is recognised as an asset at the date that control isacquired (the acquisition date). Goodwill is measured as the excess of the sum of the considerationtransferred, the amount of any non-controlling interest in the acquiree and the fair value of theacquirer’s previously held equity interest (if any) in the entity over the net of the acquisition-dateamounts of the identifiable assets acquired and the liabilities assumed.

If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assetsexceeds the sum of the consideration transferred, the amount of any non-controlling interest in theacquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), theexcess is recognised immediately in profit or loss as a bargain purchase gain.

86

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose ofimpairment testing, goodwill is allocated to each of the Group’s cash-generating units expected tobenefit from the synergies of the combination. Cash-generating units to which goodwill has beenallocated are tested for impairment annually, or more frequently when there is an indication that theunit may be impaired. If the recoverable amount of the cash-generating unit is less than the carryingamount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwillallocated to the unit and then to the other assets of the unit pro-rata on the basis of the carryingamount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in asubsequent period.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of theprofit or loss on disposal. The Group’s policy for goodwill arising on the acquisition of an associate isdescribed above.

Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is thepower to participate in the financial and operating policy decisions of the investee, but is not control orjoint control over those policies.

A joint venture is a type of joint arrangement whereby the parties that have joint control of thearrangement have rights to the net assets of the joint venture. Joint control is the contractually agreedsharing of control of an arrangement, which exists only when decisions about the relevant activitiesrequire unanimous consent of the parties sharing control.

The considerations made in determining significant influence or joint control are similar to thosenecessary to determine control over subsidiaries.

The Group has investments in associates and jointly controlled entities and recognises its interestsusing the equity method.

Under the equity method, the investment in an associate or a joint venture is initially recognised atcost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share ofnet assets of the associate or joint venture since the acquisition date. Goodwill relating to the associateor joint venture is included in the carrying amount of the investment and is neither amortised norindividually tested for impairment.

The consolidated income statement reflects the Group’s share of the results of operations of theassociate or joint venture. Any change in OCI of those investees is presented as part of the Group’sOCI. In addition, when there has been a change recognised directly in the equity of the associate orjoint venture, the Group recognises its share of any changes, when applicable, in the statement ofchanges in equity. Unrealised gains and losses resulting from transactions between the Group and theassociate or joint venture are eliminated to the extent of the interest in the associate or joint venture.

The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on theface of the consolidated income statement outside operating profit or loss and represents profit or lossafter tax and non-controlling interests in the subsidiaries of the associate or joint venture.

Upon loss of significant influence over the associate or joint control over the joint venture, the Groupmeasures and recognises any retained investment at its fair value. Any difference between the carryingamount of the associate or joint venture upon loss of significant influence or joint control and the fairvalue of the retained investment and proceeds from disposal is recognised in profit or loss.

Aggregate amounts of current and long-term assets and liabilities, income and expenses are disclosedin note 18 and 19. Where applicable, the aggregate amount of capital commitments and contingentliabilities are also disclosed.

Fair value measurement

The Group measures certain financial instruments, such as deferred contingent consideration, at fairvalue at each balance sheet date.

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The Directors consider that the carrying amounts of financial assets and financial liabilities recorded atamortised cost in the financial information approximate their fair values. The fair values of financialinstruments measured at amortised cost are disclosed in note 39.

All assets and liabilities for which fair value is measured or disclosed in the financial statements arecategorised within the fair value hierarchy, described as follows, based on the lowest level input that issignificant to the fair value measurement as a whole:

Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 Valuation techniques for which the lowest level input that is significant to the fair valuemeasurement is directly or indirectly observable; and

Level 3 Valuation techniques for which the lowest level input that is significant to the fair valuemeasurement is unobservable.

For assets and liabilities that are recognised at fair value in the financial statements on a recurringbasis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair valuemeasurement as a whole) at the end of each reporting period.

The Group presents the valuation results to the audit committee and the Group’s independent auditors.This includes a discussion of the major assumptions used in the valuations.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities onthe basis of the nature, characteristics and risks of the asset or liability and the level of the fair valuehierarchy as explained above.

Revenue recognition

Revenue is derived from commission, JustConnect Terminal (“JCT”) box equipment fee, connectionfees, payment card fees and top-placement fees.

Commission revenue, earned from restaurants, is earned and recognised at the point of orderfulfilment to the restaurant’s customers. Commission is measured at the fair value of the considerationreceived or receivable and represents amounts receivable for goods and services provided in thenormal course of business, net of discounts, VAT and other sales-related taxes.

JCTs are order confirmation terminals situated at restaurant sites for the purposes of communicatingbetween end user customers and restaurants via the central JUST EAT ordering infrastructure. JCTequipment fees are deferred to the balance sheet and recognised on a straight line basis over 36months. This is considered to be an appropriate time period as the fair value of the considerationreceived or receivable for the JCT.

The JCT connection fee revenue is payable on connection but deferred and recognised on a straightline basis over 12 months. The connection fees are non-refundable.

Revenue from payment card fees is recognised when the service is completed, in line with the revenuerecognised on commissions. This is the point at which an order is successfully processed and theGroup has no remaining transactional obligations.

Revenue from top-placement fees is recognised over the period in which the service is rendered.

Leasing

The Group as lessee

Rentals payable under operating leases are charged to income on a straight-line basis over the term ofthe relevant lease except where another more systematic basis is more representative of the timepattern in which economic benefits from the lease asset are consumed. Contingent rentals arisingunder operating leases are recognised as an expense in the period in which they are incurred.

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In the event that lease incentives are received to enter into operating leases, such incentives arerecognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rentalexpense on a straight-line basis, except where another systematic basis is more representative of thetime pattern in which economic benefits from the leased asset are consumed.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all therisks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Foreign currencies

The financial information of each group company is presented in the currency of the primary economicenvironment in which it operates (its functional currency). For the purpose of the consolidated financialinformation, the results and financial position of each group company are expressed in Pound Sterling,which is the functional currency of the Company, and the presentation currency for the consolidatedfinancial information.

In preparing the financial statements of the individual companies, transactions in currencies other thanthe entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailingon the dates of the transactions. At each balance sheet date, monetary assets and liabilities that aredenominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetaryitems carried at fair value that are denominated in foreign currencies are translated at the ratesprevailing at the date when the fair value was determined. Non-monetary items that are measured interms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

For the purpose of presenting consolidated financial information, the monetary assets and liabilities ofthe Group’s foreign operations are translated at exchange rates prevailing on the balance sheet date.Income and expense items are translated at the average exchange rates for the period, unlessexchange rates fluctuate significantly during that period, in which case the exchange rates at the dateof transactions are used. Exchange differences arising, if any, are recognised in other comprehensiveincome and accumulated in equity (attributed to non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreignoperation, or a disposal involving loss of control over a subsidiary that includes a foreign operation,loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significantinfluence over an associate that includes a foreign operation), all of the accumulated exchangedifferences in respect of that operation attributable to the Group are reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assetsand liabilities of the foreign entity and translated at the closing rate.

Operating profit or loss

Operating profit or loss is stated after charging for long-term employee incentive provisions,exceptional items and foreign exchange gains or losses but before other gains and losses, financeincome and finance costs.

Exceptional items

Exceptional items are items that, by virtue of their nature and incidence, have been disclosedseparately in order to draw them to the attention of the reader of the financial information.

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they falldue.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit asreported in the income statement because it excludes items of income or expense that are taxable ordeductible in other years and it further excludes items that are never taxable or deductible. TheGroup’s liability for current tax is calculated using tax rates that have been enacted or substantivelyenacted by the balance sheet date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carryingamounts of assets and liabilities in the financial information and the corresponding tax bases used inthe computation of taxable profit, and is accounted for using the balance sheet liability method.Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred taxassets are recognised to the extent that it is probable that taxable profits will be available against whichdeductible temporary differences can be utilised. Such assets and liabilities are not recognised if thetemporary difference arises from the initial recognition of goodwill or from the initial recognition (otherthan in a business combination) of other assets and liabilities in a transaction that affects neither thetaxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporarydifferences arising on investments in subsidiaries, associates and interests in joint ventures, exceptwhere the group is able to control the reversal of the temporary difference and it is probable that thetemporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to theextent that it is no longer probable that sufficient taxable profits will be available to allow all or part ofthe asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability issettled or the asset is realised based on tax laws and rates that have been enacted at the balancesheet date. Deferred tax is charged or credited in the income statement, except when it relates to itemscharged or credited in other comprehensive income, in which case the deferred tax is also dealt with inother comprehensive income.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off currenttax assets against current tax liabilities and when they relate to income taxes levied by the sametaxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Intangible assets

The Group has four classes of intangible asset: patents, licences and intellectual property (“IP”),restaurant lists, brands and development costs.

Patents, licences and IP

Patents, licences and IP are included at cost and amortised in equal annual instalments over theiruseful economic life, which is typically three to five years depending on the period over which benefitsare expected to be realised from the asset. Provision is made for any impairment.

Restaurant lists

A restaurant list intangible asset is recorded as part of the acquisition accounting for businesscombinations or when an associate is acquired or joint venture established. They are initially recordedat fair value and amortised on a straight line basis over the useful economic life of the asset. Thisperiod of time is the period over which the acquired restaurant list is reasonably expected to confereconomic benefits to the Group, which is usually between four and ten years. The fair values ofrestaurant lists are determined with reference to the present value of their after tax cash flowsprojected over their remaining useful lives. Cash flows and discount rates used in the value-in-usecalculation are risk adjusted to the extent deemed necessary by management to accurately reflect localrisks and uncertainties associated with the asset.

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Brands

A brand intangible asset is recorded as part of the acquisition accounting for business combinations orwhen an associate is acquired or joint venture established. They are initially recorded at fair value andamortised, on a straight line basis over the useful economic life of the asset, which is usually between15 months and four years. This period of time is the period over which the acquired brand isreasonably expected to confer economic benefits to the Group. Fair value of brand assets areestablished using the relief from royalty valuation method. Cash flows and discount rates used in therelief from royalty model are risk adjusted to the extent deemed necessary by management toaccurately reflect local risks and uncertainties associated with the asset.

Research and development

All ongoing research expenditure is expensed in the period in which it is incurred. Where an applicationor product is technically feasible, production and sale are intended, a market exists, expenditure canbe measured reliably, and sufficient resources are available to complete the project, developmentcosts are capitalised and amortised on a straight-line basis over the estimated useful life of therespective product.

Property, plant and equipment

Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment.Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost,less estimated residual value, of each asset on a straight-line basis over its expected useful life, asfollows:

Fixtures and fittings 33% per annumEquipment 33% per annumLeasehold improvements 20% per annum or the period of the lease if shorter

Impairment of property, plant and equipment and intangible assets excluding goodwill

Under IFRS, the Group is required to review for impairment when indicators of impairment exist. Onthese occasions, the Group reviews the carrying amounts of its property, plant and equipment andintangible assets to determine whether there is any indication that those assets have suffered animpairment loss. If any such indication exists, the recoverable amount of the asset is estimated in orderto determine the extent of the impairment loss (if any). Where the asset does not generate cash flowsthat are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested forimpairment at least annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value-in-use. In assessing value-in-use the estimated future cash flows are discounted to their present value using a pre-tax discountrate that reflects current market assessments of the time value of money and the risks specific to theasset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit, “CGU”) is estimated to be less than itscarrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. Animpairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) isincreased to the revised estimate of its recoverable amount, but so that the increased carrying amountdoes not exceed the carrying amount that would have been determined had no impairment loss beenrecognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognisedimmediately in profit or loss.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials.Cost is calculated using the first-in first-out method. Net realisable value represents the estimatedselling price less all estimated costs of completion and costs to be incurred in marketing, selling anddistribution.

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Financial instruments

Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Groupbecomes a party to the contractual provisions of the instrument.

Financial assets

All financial assets are recognised and derecognised on a trade date where the purchase or sale of afinancial asset is under a contract whose terms require delivery of the financial asset within thetimeframe established by the market concerned, and are initially measured at fair value, plustransaction costs, except for those financial assets classified as at fair value through profit or loss,which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets ‘at fair valuethrough profit or loss’ (“FVTPL”), ‘held-to-maturity’ investments, ‘available-for-sale’ (“AFS”) financialassets and ‘loans and receivables’. The classification depends on the nature and purpose of thefinancial assets and is determined at the time of initial recognition. The Group historically has held AFSfinancial assets and ‘loans and receivables’.

Available-for-sale financial assets

The Group had investments in unlisted shares that were not traded in an active market but wereclassified as AFS financial assets and stated at fair value (because the Directors considered that fairvalue could be reliably measured). Fair value was determined in the manner described in note 39.Gains and losses arising from changes in fair value were recognised in other comprehensive incomeand accumulated in the AFS reserve with the exception of impairment losses, interest calculated usingthe effective interest method and foreign exchange gains and losses on monetary assets, which wererecognised in other comprehensive income. Where the investment was disposed of or was determinedto be impaired, the cumulative gain or loss previously recognised in the AFS reserve was reclassifiedto profit or loss.

The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreigncurrency and translated at the spot rate at the balance sheet date. The foreign exchange gains andlosses that are recognised in profit or loss are determined based on the amortised cost of the monetaryasset. Other foreign exchange gains and losses are recognised in other comprehensive income.

Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are notquoted in an active market are classified as ‘loans and receivables’. Loans and receivables aremeasured at amortised cost using the effective interest method, less any impairment. Interest incomeis recognised by applying the effective interest rate, except for short-term receivables when therecognition of interest would be immaterial.

Impairment of financial assets

Financial assets, other than those held at FVTPL, are assessed for indicators of impairment at eachbalance sheet date. Financial assets are impaired where there is objective evidence that, as a result ofone or more events that occurred after the initial recognition of the financial asset, the estimated futurecash flows of the investment have been affected. Evidence of impairment may include indications thata receivable or a group of receivables is experiencing significant financial difficulty, default ordelinquency in payment, the probability that they will enter bankruptcy or other financial reorganisationand where observable data indicate that there is a measurable decrease in the estimated future cashflows.

When an AFS financial asset is considered to be impaired, cumulative gains or losses previouslyrecognised in other comprehensive income are reclassified to profit or loss in the period.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from theasset expire, or when it transfers the financial asset and substantially all the risks and rewards of

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ownership of the asset to another entity. If the Group neither transfers nor retains substantially all therisks and rewards of ownership and continues to control the transferred asset, the Group recognises itsretained interest in the asset and an associated liability for amounts it may have to pay. If the Groupretains substantially all the risks and rewards of ownership of a transferred financial asset, the Groupcontinues to recognise the financial asset and also recognises a collateralised borrowing for theproceeds received.

Financial liabilities

Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’.The Group currently does not hold any financial liabilities ‘at FVTPL’.

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transactioncosts.

Other financial liabilities are subsequently measured at amortised cost using the effective interestmethod, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and ofallocating interest expense over the relevant period. The effective interest rate is the rate that exactlydiscounts estimated future cash payments through the expected life of the financial liability, or, whereappropriate, a shorter period, to the net carrying amount on initial recognition.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations aredischarged, cancelled or they expire.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services aremeasured at the fair value of the equity instruments at the grant date. The fair value excludes the effectof non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 37.

The fair value determined at the grant date of the equity-settled share-based payments is expensed ona straight-line basis over the vesting period, based on the Group’s estimate of equity instruments thatwill eventually vest. At each balance sheet date, the Group revises its estimate of the number of equityinstruments expected to vest as a result of the effect of non-market-based vesting conditions. Theimpact of the revision of the original estimates, if any, is recognised in profit or loss such that thecumulative expense reflects the revised estimate, with a corresponding adjustment to the share basedpayment reserve.

4 Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in note 3, the Directors arerequired to make judgements, estimates and assumptions about the carrying amounts of assets andliabilities that are not readily apparent from other sources. The estimates and associated assumptionsare based on historical experience and other factors that are considered to be relevant. Actual resultsmay differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognised in the period in which the estimate is revised if the revision affects only thatperiod, or in the period of the revision and future periods if the revision affects both current and futureperiods. The key assumptions concerning the future and other key sources of estimation uncertainty atthe balance sheet date used in preparing these accounts are:

Acquired intangible assets

An intangible resource acquired with a subsidiary undertaking is recognised as an intangible asset if itis separable from the acquired business or arises from contractual or legal rights, is expected togenerate future economic benefits and its fair value can be measured reliably. Acquired intangible

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assets, comprising brands and restaurant lists, are amortised through the consolidated incomestatement on a straight-line basis over their estimated economic lives of between 15 months and tenyears. Significant judgement is required in determining the fair value and economic lives of acquiredintangible assets.

Share-based payments

The Group measures the cost of equity-settled transactions with employees by reference to the fairvalue of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which isdependent on the terms and conditions of the grant. Judgements are applied in relation to estimationsof the number of options that will vest and of the fair value of the options granted to employees.Estimates of fair value are made using a widely recognised share option value model and are referredto third party experts where necessary. Judgement is applied in determining the assumptions input intothe share option value model.

Impairment of assets

Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, whichis the higher of its fair value less costs of disposal and its value-in-use. Determining whether an assetis impaired requires an estimation of the value-in-use of the cash-generating units to which the assethas been allocated. The value-in-use calculation is based on a discounted cash flow model. The cashflows are derived from the budget for the next three years and do not include restructuring activitiesthat the Group is not yet committed to or significant future investments that will enhance the asset’sperformance of the CGU being tested. The recoverable amount is sensitive to the discount rate usedfor the discounted cash flow model as well as the expected future cash inflows and the growth rateused for extrapolation purposes. The key assumptions used to determine the recoverable amount forthe different CGUs, including a sensitivity analysis, are disclosed and further explained in note 14.

Revenue recognition

Revenue is partly derived from JCT equipment fees and connection fees charged to restaurants. JCTsare order confirmation terminals situated at restaurant sites for the purposes of communicatingbetween end user customers and restaurants via the central JUST EAT ordering infrastructure.

JCT equipment fee is deferred to the balance sheet and recognised on a straight line basis over36 months. This is considered to be an appropriate time period as the fair value of the considerationreceived or receivable for the JCT. Judgement is applied in determining the period over which the JCTequipment fee revenue is recognised.

The JCT connection fee revenue is payable on connection but deferred and recognised on a straightline basis over 12 months. The connection fees are non-refundable and 12 months is considered to bethe required period of service. Judgement is applied in determining the period over which theconnection and installation fee is earned.

Deferred taxation

The recognition of deferred tax assets is based upon whether it is more likely than not that sufficientand suitable taxable profits will be available in the future against which the reversal of temporarydifferences can be deducted. To determine the future taxable profits, reference is made to the latestavailable profit forecasts. Where the temporary differences are related to losses, relevant tax law isconsidered to determine the availability of the losses to offset against the future taxable profits.Recognition of deferred tax assets therefore involves judgement regarding the future financialperformance of the particular legal entity or tax group in which the deferred tax asset has beenrecognised.

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5. Operating segments

The Group has three reportable segments: United Kingdom; Denmark (core business); and Other.Each segment includes businesses with similar operating and marketing characteristics. SegmentUnderlying EBITDA is the main measure of profit used by the Chief Operating Decision Maker(“CODM”) to assess and manage performance. The CODM is David Buttress, the Group’s ChiefExecutive Officer. “Underlying EBITDA” is defined as earnings before finance income and costs,taxation, depreciation and amortisation (“EBITDA”) and additionally excludes the Group’s share ofdepreciation and amortisation of joint ventures and associates, long term employee incentive costs,‘other gains and losses’ (being profits or losses on the disposal of operations), exceptional items andforeign exchange gains and losses. At a segmental level, Underlying EBITDA also excludes intra-group franchise fee arrangements and incorporates an allocation of Group technology and othercentral costs (both of which net out on a consolidated level).

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Segment revenueUnited Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,920 42,140 21,797Less: inter-segment sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,105) (1,034) (404)

68,815 41,106 21,393Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,541 9,969 8,832Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,257 8,695 3,540Head Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 — —

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,753 59,770 33,765

Total 2013 revenues in Denmark (including the non-core Just Delivery business) were £13.3 million(2012: 11.2 million; 2011: £9.8 million). The non-core element of Denmark has been included in the“Other” segment in the table above.

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000Segment underlying EBITDAUnited Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,519 13,722 4,805Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,641 4,025 3,159Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,755) (13,136) (6,279)

18,405 4,611 1,685Share of equity accounted joint ventures and associates

(excluding depreciation and amortisation) . . . . . . . . . . . . . . . 432 (160) (213)Head office costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,760) (2,173) (1,373)

Underlying EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,077 2,278 99Long term employee incentive costs (note 7) . . . . . . . . . . . . . . . (1,731) (1,624) (231)Exceptional items (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (968) (7,547) (450)Foreign currency translation differences . . . . . . . . . . . . . . . . . . . (539) (120) 138Depreciation — Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,708) (1,760) (1,114)Amortisation — Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . (919) (529) (155)Depreciation and amortisation — Joint ventures and

associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (421) (361) (44)

Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,791 (9,663) (1,757)Other gains (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,363 6,946 —Net finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 89 25

Profit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,181 (2,628) (1,732)

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Segment assets and liabilities

Assets as at 31 December Liabilities as at 31 December

2013 2012 2011 2013 2012 2011

£‘000 £‘000 £‘000 £‘000 £‘000 £‘000United Kingdom . . . . . . . . . . . . . . . . . . 47,832 26,370 8,085 (26,136) (17,275) (9,963)Denmark . . . . . . . . . . . . . . . . . . . . . . . . 10,277 13,128 10,937 (4,435) (6,312) (5,812)Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,153 21,786 7,812 (16,977) (20,702) (6,347)

Total segment assets/(liabilities) . . . . . 76,262 61,284 26,834 (47,548) (44,289) (22,122)Head office . . . . . . . . . . . . . . . . . . . . . . 315,214 125,765 63,477 (134,837) (68,988) (40,127)Investment in OnlinePizza Norden . . . — — 6,918 — — —Joint ventures . . . . . . . . . . . . . . . . . . . . 7,353 7,136 6,915 — — —Associated undertakings . . . . . . . . . . . 396 31 332 — — —

399,225 194,216 104,476 (182,385) (113,277) (62,249)Consolidation adjustments:Elimination of intercompany debtors/

creditors . . . . . . . . . . . . . . . . . . . . . . . (143,435) (84,149) (47,443) 143,412 84,149 47,443Elimination of intercompany

investments . . . . . . . . . . . . . . . . . . . . (161,958) (32,767) (23,577) — — —Other consolidation adjustments . . . . . 483 904 849 (1,736) (2,606) (1,328)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,315 78,204 34,305 (40,709) (31,734) (16,134)

Additions of plant, property and equipment, intangible assets,depreciation and amortisation

Additions year ended31 December

Depreciation andamortisation year ended

31 December

2013 2012 2011 2013 2012 2011

£‘000 £‘000 £‘000 £‘000 £‘000 £‘000

United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,772 2,941 1,734 1,372 1,069 773Denmark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 322 76 208 161 104Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,181 11,956 3,755 1,390 787 333

Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,052 15,219 5,565 2,970 2,017 1,210Head office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,435 1,213 260 657 272 59

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,487 16,432 5,825 3,627 2,289 1,269

6. Operating profit/(loss)

Profit/(loss) for the year has been arrived at after charging/(crediting):

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Depreciation of property, plant and equipment (note 16) . . . . . 2,708 1,760 1,114Amortisation of intangible assets (note 15) . . . . . . . . . . . . . . . . 919 529 155Operating lease charges (note 36) . . . . . . . . . . . . . . . . . . . . . . . 1,840 1,546 613Foreign exchange loss/(gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . 539 120 (138)Staff costs (note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,094 26,367 17,850Bad debt expense (see note 22) . . . . . . . . . . . . . . . . . . . . . . . . . 248 411 179Exceptional items (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968 7,547 450Loss on sale of property, plant and equipment . . . . . . . . . . . . . 61 32 34

7. Long term employee incentive costs

The total expense recorded in relation to the long term employee incentives was £1.7 million(2012: £1.6 million; 2011: £0.2 million). This charge includes £1.7 million (2012: £0.5 million;2011: £0.2 million) in relation to share based payments (see note 37). The 2012 charge also includesbonuses, of £1.1 million, paid to certain of the Group’s senior management for their long termperformance and the Group’s achievement of certain longer term goals in 2012.

96

8. Exceptional items and other gains

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Exceptional itemsImpairment charges (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . 307 7,320 18IPO costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,413 — —Acquisition related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88 227 432Release of contingent consideration (note 26) . . . . . . . . . . . . . . (840) — —

Total exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 968 7,547 450

Other gainsProfit on sale of OnlinePizza Norden AB (note 20) . . . . . . . . . . — 4,274 —Profit on deemed disposal of Just-Eat Benelux BV

(note 33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,672 —Profit on deemed disposal of Achindra Online Marketing

Private Limited (note 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281 — —Profit on deemed disposal of Eat.ch GmbH (note 33) . . . . . . . . 3,082 — —

Total other gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,363 6,946 —

In January 2012, the Group acquired the remaining 44% shareholding in Just-Eat Benelux BV. A profitof £2.7 million was recognised on the deemed disposal of the Group’s previous joint venture interest inJust-Eat Benelux BV. On 23 March 2012, the Group realised its investment in OnlinePizza Norden ABthrough a sale of its interest to a third party for £6.7 million. The net profit on disposal, after including£0.3 million of due diligence costs was £4.3 million.

9. Auditor’s remuneration

The Group obtained the following services from its auditors:

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Fees payable to Deloitte for the audit of the Company’sfinancial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 44 45

Fees payable to Deloitte and its associates for the audit of theCompany’s subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 134 90

Total audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215 178 135

— Audit-related assurance services . . . . . . . . . . . . . . . . . . 64 50 —— Taxation compliance services . . . . . . . . . . . . . . . . . . . . . 24 56 10— Taxation advisory services . . . . . . . . . . . . . . . . . . . . . . . 82 297 11— Corporate finance services . . . . . . . . . . . . . . . . . . . . . . . 443 154 103— Other services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 8 3

Total non-audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 631 565 127

Total Deloitte fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 846 743 262

Fees payable to other auditors for audit of the Company’ssubsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 13 9

10. Staff costs

Year ended31 December

2013Number

Year ended31 December

2012Number

Year ended31 December

2011Number

Average number of full time equivalent persons employedduring the year (including Executive Directors) was: . . . . . . . 886 712 384

97

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Their aggregate remuneration comprised:Wages and salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,847 23,736 16,326Social security costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,668 1,880 1,082Pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 390 271 211Compensation for loss of office and redundancy costs . . . . . . . 458 — —Share-based payments charge (see note 37) . . . . . . . . . . . . . . 1,731 480 231

36,094 26,367 17,850

Directors remunerationWages and salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 231 168Pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6 —Benefits in kind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — —Compensation for loss of office . . . . . . . . . . . . . . . . . . . . . . . . . . 283 — —

584 237 168

The above is in respect of four Directors (2012: two; 2011: two). Included within the above are thefollowing amounts relating to the highest paid Director:Wages and salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 218 168Pension costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6 —

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 224 168

No directors exercised share options during the year ended 31 December 2013 (2012: none; 2011:one). No directors received shares under long-term incentive schemes (2012: none; 2011: none).Further information on the Group’s share based long term incentive arrangements are given in note 37and details of key management’s interest in such arrangements are disclosed in note 40.

11. Finance income and finance costs

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Interest received on bank deposits . . . . . . . . . . . . . . . . . . . . . . . 172 206 99

Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172 206 99

Interest on bank overdrafts and loans . . . . . . . . . . . . . . . . . . . . . — — 6Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 40 68Unwind of discount on deferred consideration . . . . . . . . . . . . . . 137 77 —

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 117 74

Net finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 89 25

98

12. Taxation

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Current taxCurrent year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,613 2,346 515Adjustment for prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148) (318) 44

3,465 2,028 559Deferred tax (see note 25)Temporary timing differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (137) (612) (1,091)Adjustment for prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 424 35Rate change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 37 —

(55) (151) (1,056)

Total tax charge/(credit) for the year . . . . . . . . . . . . . . . . . . . . . . 3,410 1,877 (497)

Corporation tax is calculated at 23.25% (2012: 24.5%; 2011: 26.5%) of the estimated taxable profit forthe year. The Budget 2012 introduced a reduction in the main rate of corporation tax from 25% to 23%with effect from 1 April 2013. As such, a blended rate has been used to calculate corporation taxcharge for the year.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

More information on the calculation of deferred tax is provided in note 25.

The charge/(credit) for the year can be reconciled to the profit/(loss) per the income statement asfollows:

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Profit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,181 (2,628) (1,732)

Tax at the UK corporation tax rate of 23.25% (2012: 24.5%;2011: 26.5%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,367 (644) (459)

Expenses/(income) not deductible/(non-taxable) . . . . . . . . . . . . (278) 969 (157)Share based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371 (22) 383Profit on sale of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (780) (1,047) —Adjustment to prior periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (72) 106 79Effect of different tax rates of subsidiaries operating in other

jurisdictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136 129 3Overseas taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 897 268 2Change in unrecognised deferred tax asset . . . . . . . . . . . . . . . . 898 2,056 (369)Reduction in tax rate in UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90) 62 21Research and development tax relief . . . . . . . . . . . . . . . . . . . . . (39) — —

Total tax charge/(credit) for the year . . . . . . . . . . . . . . . . . . . . . . 3,410 1,877 (497)

99

A deferred tax asset has not been recognised in all tax jurisdictions in respect of temporary differencesrelating to tax losses and short term temporary differences where there is insufficient evidence that theasset will be recovered. The amount of the asset not recognised is £7.6 million (2012: £6.1 million;2011: £3.3 million). The asset would be recognised if sufficient suitable taxable profits were made inthe future. See note 25 for further details.

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000Deferred tax assets not recognised:Accelerated capital allowances . . . . . . . . . . . . . . . . . . . . . . . . . . 17 35 —Short term temporary differences . . . . . . . . . . . . . . . . . . . . . . . . 226 26 32Unrelieved tax losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,948 5,403 2,827Share based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,226 523 288Unrelieved tax losses in joint venture . . . . . . . . . . . . . . . . . . . . . 209 126 190

7,626 6,113 3,337

13. Earnings/(loss) per share

Basic earnings/(loss) per share is calculated by dividing the profit/(loss) for the year attributable to theshareholders of the Company by the weighted average number of Ordinary Shares, B OrdinaryShares, Preference A Shares, Preference B Shares and Preference C Shares outstanding during theyear. The B Ordinary Shares have a right to share in profits which is different from the rights held by allother classes of shares (“Ordinary and Preference shares”), and earnings/(loss) per share willtherefore be calculated separately for B Ordinary Shares.

Diluted earnings/(loss) per share is calculated by adjusting the weighted average number of Ordinaryand Preference Shares outstanding to assume conversion of all potentially dilutive shares. The Grouphas potentially dilutive shares in the form of share options, warrants and shares held pursuant to theGroup’s JSOP.

There was no difference in the weighted average number of shares used for basic and diluted loss pershare for both the years ended 31 December 2012 and 31 December 2011, as the effect of allpotentially dilutive shares outstanding was anti-dilutive due to the Group making a loss.

100

The following reflects the income and share data used in the basic and diluted earnings/(loss) pershare computations:

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£’000 £’000 £’000Profit/(loss) attributable to the holders of Ordinary and

Preferred Shares in the parent for basic and dilutedearnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,976 (3,871) (607)

Profit/(loss) attributable to the holders of B Ordinary Shares inthe parent for basic and diluted earnings . . . . . . . . . . . . . . . . — — —

Number ofshares

Number ofshares

Number ofshares

Weighted average number of Ordinary and Preference Sharesfor basic earnings/(loss) per share . . . . . . . . . . . . . . . . . . . . . 17,591,342 16,758,873 14,663,416

Effect of dilution:— JSOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —— Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,360 — —

Weighted average number of Ordinary and Preference Sharesadjusted for the effect of dilution . . . . . . . . . . . . . . . . . . . . . . . 17,784,702 16,758,873 14,663,416

Weighted average number of B Ordinary shares for basicearnings/(loss) per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788,242 798,126 569,540

Effect of dilution:— Share options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,137 — —— JSOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,408 — —

Weighted average number of B Ordinary Shares adjusted forthe effect of dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,282,787 798,126 569,540

Basic earnings/(loss) per Ordinary and Preference Share(pence per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.7 (23.1) (4.1)

Basic earnings/(loss) per B Ordinary Share (pence pershare) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Diluted earnings/(loss) per Ordinary and Preference Share(pence per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.2 (23.1) (4.1)

Diluted earnings/(loss) per B Ordinary Share (pence pershare) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Movements in issued share capital are disclosed in note 28.

14. Goodwill

Total

£’000

Carrying amount as at 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,187Recognised on acquisition of subsidiaries (note 33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,726Foreign currency translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (308)Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18)

Carrying amount as at 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,587Recognised on acquisition of subsidiaries (note 33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,654Foreign currency translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (284)Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,000)

Carrying amount at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,957Change in provisional acquisition accounting (note 33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 647Recognised on acquisition of subsidiary (note 33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,063Foreign currency translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (115)Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (307)

Carrying amount at 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,245

Accumulated impairment losses at 31 December 2013 were £6.4 million (2012: £6.0 million; 2011:£18,000). During the year ended 31 December 2013 accumulated impairment losses increased by£0.1 million as a result of foreign exchange movements.

101

Goodwill acquired in a business combination is allocated on acquisition to the Cash Generating Units(“CGU”) that are expected to benefit from that business combination. The carrying amount of goodwillhas been allocated as follows:

Goodwill allocatedby CGU

Legal entityCountry ofoperation CGU 2013 2012 2011

£‘000 £‘000 £‘000

Just Eat.dk ApS . . . . . . . . . . . . . . . . . Denmark just-eat.dk 1,826 1,781 1,795Justeat Brasil Servicos Online

LTDA . . . . . . . . . . . . . . . . . . . . . . . . Brazil RestauranteWeb.com.br 707 1,188 1,360Urbanbite Limited, EatStudent Ltd

and FillMyBelly Limited . . . . . . . . . .UnitedKingdom

just-eat.co.uk and itssubsidiaries 895 895 136

SinDelantal Internet, S.L. . . . . . . . . . . Spain just-eat.es 2,708 2,023 —Eat.ch . . . . . . . . . . . . . . . . . . . . . . . . . Switzerland Eat.ch 3,078 — —Other (comprising several CGUs) . . . 1,031 1,070 1,296

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,245 6,957 4,587

The Group tests goodwill annually for impairment or more frequently if there are indications thatgoodwill might be impaired.

The recoverable amounts of the CGUs are determined from value-in-use calculations. The keyassumptions used in the value-in-use calculations are the discount rate and the Underlying EBITDAgrowth rate (which is a function of expected changes in selling prices and costs, together with otherfactors). Management uses pre-tax discount rates that reflect current market assessments of the timevalue of money and the risks specific to the particular CGU. The Underlying EBITDA growth rates arebased on past experience and management’s future expectations. Changes in selling prices and directcosts are based on recent results and expectations of future changes in the market. It is anticipatedthat sales volumes will grow in all jurisdictions over the forthcoming years.

The Group prepares cash flow forecasts derived from the most recent financial budgets approved bythe Board, which are currently for three years. Management expects that some markets will enjoy aperiod of sustained high growth continuing from the end of the current budgetary cycle to maturity (themedium term). During this period each CGU will continue to acquire new customers and increase orderactivity above and beyond the long term growth rate applicable to each market. Management expectsthat all CGUs will reach maturity after a period in excess of five years and therefore considers itappropriate for the forecasts to extend beyond a five year period. A suitable medium term growth rate,based on previous experience of growth rates has been applied individually to reflect each CGU’sactivity in this period. After this a long term growth rate is applied.

The pre-tax rates used to discount the forecast cash flows were in the range of 7.8% to 14.8% for allgeographies except Brazil which was 22.7% (2012: 11.9% to 15.8%). The long term growth rates usedin the forecast cash flows were in the range of 1.4% to 2.1% (2012: 2.1% to 3.6%).

Impairment charges

Year ended 31 December 2013

An impairment charge of £0.3 million has been charged to the income statement in respect of theBrazilian CGU. As a result of the worsening economic environment in South America and the CGU’srecent trading performance management now believes that the route to profitability of our Brazilianbusiness is longer than previously expected. This, combined with an increase in the discount rate, from15.4% to 22.7%, has led to a downward revision of the recoverable amount of the Brazilian CGU.

At the end of the financial year the fair value of goodwill was in excess of its book value for all otherCGUs.

102

Year ended 31 December 2012

£‘000

Just-Eat Benelux BVGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,840Restaurant list . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,320

Total impairment in respect of Just-Eat Benelux BV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,160Achindra Online Marketing Private LimitedGoodwill impairment in respect of Achindra Online Marketing Private Limited . . . . . . . . . . . . . . . 125Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Total impairment charged to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,320

Just-Eat Benelux BV

£7.2 million of the impairment charge, for the year ended 31 December 2012, relates to the write-down,to their recoverable amounts, of the goodwill and other intangible assets of the Group’s Dutchbusiness. This is the one market in which the Group operates where the business is significantlysmaller than its competitor. As such, the Group’s strategic plans and route to profitability for thisbusiness do not follow the same profile as the other businesses in the Group. As a result of this, theGroup does not expect the Dutch business to be profitable in the foreseeable future. Given this, therecoverable amounts of the Dutch intangible assets have been determined to be nil.

In calculating the impairment in respect of the Group’s Dutch business both the value-in-use and fairvalue less cost to sell of the CGU (being the Dutch business) were determined to be nil. A pre-taxdiscount rate of 11.9% was used in calculating the value-in-use.

Achindra Online Marketing Private Limited (“justeat.in”)

The carrying value of the goodwill in respect of justeat.in was £0.1 million. The Directors havedetermined that its recoverable amount was nil and as a result an impairment charge of £0.1 millionwas recorded in the income statement for the year ended 31 December 2012.

Sensitivity analysis

The Group has conducted a sensitivity analysis on the impairment test for each CGU. This includedreducing the future cash flows and increasing discount rates. With the exception of Brazil, as at 31December 2013, no reasonably expected change in the key assumptions used in the value-in-usecalculations would give rise to an impairment charge. Regarding Brazil, the impairment recognised inthe 2013 financial statements represents the excess of the previous carrying value over therecoverable amount. Accordingly, any changes in key assumptions which reduced the recoverableamount further would increase the impairment loss.

The changes to the key assumptions used in the Brazilian value-in-use calculation, set out in the tablebelow, would in isolation lead to an increase or (decrease) of the impairment loss as follows:

SensitivityMeasured

againstIncrease inassumption

Decrease inassumption

£ ‘000 £ ‘000

Pre-tax adjusted discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ± 2 pps 520 (307)Long term growth rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ± 2 pps (307) 268Underlying EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ± 10 pps (307) 673

103

15. Other intangible assets

Patents, licencesand IP

Restaurantlists Brands

Developmentcosts Total

£‘000 £‘000 £‘000 £‘000 £‘000

CostAt 1 January 2011 . . . . . . . . . . . . . . . . . . . . . 277 303 — — 580Intangible assets recognised through

acquisitions in the year . . . . . . . . . . . . . . . — 1,060 — — 1,060Exchange movements . . . . . . . . . . . . . . . . . (5) (50) — — (55)

At 31 December 2011 . . . . . . . . . . . . . . . . . . 272 1,313 — — 1,585Intangible assets recognised through

acquisitions in the year . . . . . . . . . . . . . . . — 3,415 419 — 3,834Exchange movements . . . . . . . . . . . . . . . . . (7) 15 12 — 20

At 31 December 2012 . . . . . . . . . . . . . . . . . . 265 4,743 431 — 5,439Change in provisional acquisition

accounting (note 33) . . . . . . . . . . . . . . . . . — (1,210) — — (1,210)Transfer from tangible assets . . . . . . . . . . . . 190 — — — 190Intangible assets recognised through

acqusitions in the year . . . . . . . . . . . . . . . — 658 274 — 932Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 661 — — 478 1,139Exchange movements . . . . . . . . . . . . . . . . . (10) (70) 8 — (72)Deemed disposal of Achindra Online

Marketing Private Limited . . . . . . . . . . . . . — (24) — — (24)

At 31 December 2013 . . . . . . . . . . . . . . . . . . 1,106 4,097 713 478 6,394

Accumulated amortisationAt 1 January 2011 . . . . . . . . . . . . . . . . . . . . . 79 20 — — 99Charge for the year . . . . . . . . . . . . . . . . . . . . 92 63 — — 155Exchange movements . . . . . . . . . . . . . . . . . (2) (1) — — (3)

At 31 December 2011 . . . . . . . . . . . . . . . . . . 169 82 — — 251Charge for the year . . . . . . . . . . . . . . . . . . . . 66 364 99 — 529Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,320 — — 1,320Exchange movements . . . . . . . . . . . . . . . . . (4) — 1 — (3)

At 31 December 2012 . . . . . . . . . . . . . . . . . . 231 1,766 100 — 2,097Transfer from tangible assets . . . . . . . . . . . . 4 — — — 4Charge for the year . . . . . . . . . . . . . . . . . . . . 140 369 410 — 919Exchange movements . . . . . . . . . . . . . . . . . (13) (26) (4) — (43)Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (7) — — (7)

At 31 December 2013 . . . . . . . . . . . . . . . . . . 362 2,102 506 — 2,970

Carrying amountAt 31 December 2011 . . . . . . . . . . . . . . . . . . 103 1,231 — — 1,334At 31 December 2012 . . . . . . . . . . . . . . . . . . 34 2,977 331 — 3,342At 31 December 2013 . . . . . . . . . . . . . . . . . . 744 1,995 207 478 3,424

All intangible assets have finite lives. The amortisation periods for patents, licences, IP and brands arebetween fifteen months and four years. The amortisation periods for restaurant lists are between fourand ten years.

104

16. Property, plant and equipment

Fixtures andfittings Equipment

Leaseholdimprovements Total

£‘000 £‘000 £‘000 £‘000

CostAt 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431 2,973 — 3,404Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 758 1,003 341 2,102Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 11 — — 11Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (17) (18) — (35)Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29) (37) — (66)

At 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,154 3,921 341 5,416Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 744 2,372 689 3,805Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 20 84 35 139Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (21) — (22)Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9) (786) — (795)

At 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,908 5,570 1,065 8,543Transfer to intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . (190) — — (190)Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876 2,357 50 3,283Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 7 60 — 67Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 74 5 86Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (123) (798) (14) (935)

At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,485 7,263 1,106 10,854

Accumulated depreciationAt 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163 1,323 — 1,486Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219 878 17 1,114Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (12) — (13)Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17) (15) — (32)

At 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . 364 2,174 17 2,555Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185 1,489 86 1,760Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) (21) — (22)Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) (758) — (763)

At 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . 543 2,884 103 3,530Transfer to intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . (4) — — (4)Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 707 1,707 294 2,708Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 9 — 13Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (91) (770) (13) (874)

At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,159 3,830 384 5,373

Carrying amountAt 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . 790 1,747 324 2,861At 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,365 2,686 962 5,013At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,326 3,433 722 5,481

At 31 December 2013, the Group had entered into contractual commitments for the acquisition ofproperty, plant and equipment amounting to £0.6 million (2012: £1.8 million; 2011 £0.4 million).

105

17. Subsidiaries

A list of the investments in subsidiaries, joint ventures and associated undertakings, including thename, country of incorporation, and proportion of voting rights held is given below:

Representing:Country of

incorporation

Proportion ofvoting rights held

2013

Proportion ofvoting rights held

2012

Proportion ofvoting rights held

2011 Nature of business

Subsidiary undertakingsJust Eat Group Limited Gibraltar Nil Nil 100% Holding companyJust Eat Holding

LimitedUK 100% 100% 100% Holding and

managementcompany

Just Eat.co.uk Limited UK 100%* 100%* 100%* Online takeawayportal

Biteguide GmbH Germany Nil 100%* 100%* Online takeawayportal

Just-Eat Ireland Ireland 100%* 100%* 100%* Online takeawayportal

Just Eat Host A/S Denmark 100%* 100%* 100%* Hosts serversJust Eat.dk ApS Denmark 100%* 100%* 100%* Online takeaway

portalJust Eat.no As Norway 100%* 100%* 100%* Online takeaway

portalJust-Eat.ca

Management LimitedCanada 100%* 100%* 100%* Holding company

Just Eat Canada Inc. Canada 100%* 82%* 82%* Online takeawayportal

Just-Eat Belgie BVBA Belgium 100%* 100%* 92%* Online takeawayportal

Just-Eat Spain S.L. Spain 100%* 100%* 100%* Online takeawayportal

EatStudent Limited UK 100%* 100%* 100%* Online takeawayportal

Justeat Brasil ServicosOnline LTDA

Brazil 100%* 100%* 100%* Online takeawayportal

Just-Eat Italy S.r.l Italy 100%* 100%* 100%* Online takeawayportal

Urbanbite HoldingsLimited

UK 100%* 100%* 100%* Holding company

Urbanbite Limited UK 100%* 100%* 100%* Online takeawayportal

Yummyweb Inc Canada Nil Nil 100%* Online takeawayportal

Just-Eat Benelux BV Netherlands 100%* 100%* 56%* Online takeawayportal

FillMyBelly Limited UK 100%* 100%* Nil Online takeawayportal

SinDelantal InternetS.L.

Spain Nil 100%* Nil Online takeawayportal

Just Eat DenmarkHoldings ApS

Denmark 100%* Nil Nil Holding Company

Just Eat.lu Sarl Luxembourg 100%* Nil Nil Finance CompanyEat.ch GmbH Switzerland 64%* 50%* 50%* Online takeaway

portalPower & Power

Investments IncCanada 100%* Nil Nil Holding Company

Joint ventures andassociates

FBA Invest SaS France 50%* 50%* 50%* Holding companyEat On Line Sa France 50%* 50%* 50%* Online takeaway

portalAchindra Online

Marketing PrivateLimited

India 50%** 84%* 67%* Online takeawayportal

Fixed asset investmentsOnlinePizza Norden AB Sweden Nil Nil 19%* Online takeaway

portal

* indicates an indirect holding by Just-Eat Group Holdings Limited** With the exception of Achindra Online Marketing Private Limited (in which the Group had a 59% ownership interest as at

31 December 2013) the proportion of voting rights held equated to the proportion of ownership interests held for all entities.

106

In January 2012, the Group gained full control of Just-Eat Belgie BVBA, which operates in Belgium andJust-Eat Benelux BV, which operates in The Netherlands. The total consideration payable was £6.0m.

In March 2012, the Group agreed to sell its 19% minority stake in OnlinePizza Norden AB in Swedenfor £6.7 million (note 20).

Yummyweb Inc was dissolved on 31 December 2012.

On 1 January 2013, the assets and trade of SinDelantal Internet S.L. were merged into Just-Eat Spain.

In January 2013, the Group bought out the non-controlling interest in its Canadian business, Just eatCanada Inc. This was achieved via the purchase of Power & Power Inc., a Canadian holding company(note 32).

In January 2013, a Group company acquired, through the conversion of a loan to equity, an additional13% of the ordinary share capital of Eat.ch and gained control of Eat.ch (note 31). The Group’sshareholding increased from 50% to 63% and subsequently to 64% following a further loan conversion.

On 26 August 2013, the Group liquidated the non-trading entity Biteguide GmbH.

The Group’s shareholding in Achindra Online Marketing Private Limited (“justeat.in”) had increasedfrom 84% to 91% over the course of 2013 via a series of capital injections. In November 2013, theGroup relinquished control of justeat.in, as a result of Axon Partners Group and Forum Synergies Indiamaking investments in justeat.in. This transaction reduced the Group’s shareholding to 59%. TheGroup’s voting rights and economic interests decreased to 49.9%. justeat.in is now accounted for asan investment in an associate under the equity method of accounting.

18. Investments in joint ventures

2013 2012 2011

£‘000 £‘000 £‘000

Carrying value of joint ventures under equity accounting methodInvestments in joint ventures at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,136 6,915 (446)Just-Eat Benelux BV becoming a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 615 —Acquisition of investments in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 7,620Increase in investment/capital contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4 (64)Share of post-tax profits/(losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 (226) (129)Foreign currency translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153 (172) (66)

Investments in joint ventures at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,353 7,136 6,915

£0.4 million (2012: £0.4 million; 2011: £44,000) of depreciation and amortisation is included within theshare of the post-tax losses of the joint ventures.

The adoption of IFRS 11 resulted in Eat.ch being reclassified from a joint venture to an associatedundertaking (note 19).

FBA Invest SaS

On 23 December 2011 the Group acquired 50% of the share capital of FBA Invest SaS (“FBA”), whichowns 100% of the share capital of Eat On Line Sa, the company trading under the brand“ALLORESTO.Fr”. At the time of acquiring the shareholding, the Group entered into a joint-ventureagreement with the other shareholders; which contained two call options. The Group has the firstoption to buy 30-50% more of the shareholding not already held, thus obtaining between 80-100% ofFBA’s share capital. This option is only exercisable between 1 June and 30 June 2014, after which itwill lapse. The purchase price for these shares will be according to a pre-determined range of pricesset out in the share purchase agreement.

The second call option is held by the other 50% shareholders and only becomes exercisable shouldthe aforementioned Group option lapse. The second call option is only exercisable for the period30 July 2014 to 31 December 2014. This option entitles the other 50% shareholders to purchase 20-50% of FBA from the Group, for a price determined by a fixed formula.

107

The 50% held is considered to be jointly controlled with substantive economic interests held by theGroup. 50% of the result of this company has therefore been recognised using the equity accountingmethod.

2013 2012 2011

£‘000 £‘000 £‘000

Summary consolidated financial information for FBARevenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,511 3,979 —Net interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24) (53) —Profit/(loss) after tax and total comprehensive income . . . . . . . . . . . . . . . . . . . . . 128 (452) (13)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,330 1,861 1,470Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155 324 686

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,485 2,185 2,156Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,971 5,336 5,961

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,456 7,521 8,117

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,635) (3,728) (3,590)Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (394) (579) (791)

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,029) (4,307) (4,381)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,427 3,214 3,736

50% interest in joint venture’s net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,714 1,607 1,868Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,639 5,529 5,663

Carrying value of interest in joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,353 7,136 7,531

Just-Eat Benelux BV

The Group holds 100% of the shares in Just-Eat Benelux BV (2012: 100%; 2011: 56%). The Groupincreased its shareholding in the company by 44% to 100% on 18 January 2012, from which time itwas accounted for as a subsidiary. Prior to gaining control, the joint venture was equity accounted forusing the equity method.

2011

Summary consolidated financial information for Just-Eat Benelux BV £’000Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,822Net interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Profit/(loss) after tax and total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (244)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261

Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (624)Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (740)

Total current liabilities and total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,364)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,103)

56% interest in joint venture’s net assets and carrying value of interest in joint venture . . . . . . . (616)

108

19. Investments in associates

2013 2012 2011

£’000 £’000 £’000

Carrying value of joint ventures under equity accounting methodBalance as at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 332 —Acquisition of investment Eat.ch GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 314Eat.ch GmbH becoming a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31) — —Achindra Online Marketing Private Limited becoming an associate . . . . . . . . . . . . . . 448 — —Increase in investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 148Share of post-tax losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53) (295) (128)Foreign currency translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (6) (2)

Investments in associates at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396 31 332

Eat.ch GmbH

On 22 March 2011, the Group acquired a 33% stake in Eat.ch GmbH (“Eat.ch”), which rose to 50% inSeptember 2011. Eat.ch is an entity incorporated and operating in Switzerland.

The Group’s investment in Eat.ch for the period since its initial investment up to 31 December 2012had been accounted for as an investment in a joint venture in accordance with the provisions of IAS 31‘Interests in Joint Ventures’. During the year ended 31 December 2013, the Group adopted IFRS 11,which contain provisions under which the Group’s investment in Eat.ch does not qualify as a jointarrangement. The Group’s investment has therefore been reassessed, and for the period since theinitial investment up to 31 December 2012 is now accounted for as an investment in an associateunder the equity method of accounting, in accordance with the provisions of IAS 28.

This reclassification did not have any impact on the results or financial position of the Group for theyears ended 31 December 2012 and 31 December 2011, due to equity accounting being applied underboth classifications.

In January 2013, a Group company acquired, through the conversion of loans to equity, an additional13% of the ordinary share capital of Eat.ch, bringing the Group’s holding in Eat.ch to 63% (see note33). The Group obtained control of Eat.ch and as a result the acquisition has been accounted for as abusiness combination in accordance with IFRS 3. As control of Eat.ch has been achieved in stages theprovisions of IFRS 3 relating to step-acquisitions have been applied.

Summarised financial information in respect of Eat.ch is set out below:

2012 2011

£’000 £’000

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 745 188Loss after tax and total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (590) (337)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 45Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116 60

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195 105Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303 290

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498 395

Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (543) (9)Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (223) (54)

Total current liabilities and total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (766) (63)

Net liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (268) 332

50% interest in joint venture’s net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (134) 166Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165 166

Carrying value of interest in associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 332

109

Achindra Online Marketing Private Limited (“justeat.in”)

On 14 November 2013 the Group’s stake in justeat.in decreased from 91% to 59% following theinvestments made by two new investors. The Group’s voting rights and economic interests decreasedto 49.9%. Since this transaction justeat.in has been accounted for as an associate in accordance withIAS 28.

The change from subsidiary to associate had the following impacts on the Group financial statements:£’000

Derecognition of net liabilities of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Derecognition of cumulative translation losses recognised in equity . . . . . . . . . . . . . . . . . . . . . . . . (35)Recognition of fair value of retained investment in associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 448Funding provided to justeat.in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (193)

Gain recognised in income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281

Summarised financial information in respect of justeat.in from 14 November 2013 to 31 December2013 is set out below:

2013

£’000

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Profit after tax and total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (107)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 795Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 806

Current liabilities and total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 791

50% interest in associated undertaking’s net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Carrying value of interest in associated undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396

20. Investments2013 2012 2011

£‘000 £‘000 £‘000

Available for sale investments carried at fair valueBalance as at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6,918 419Additional investment purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,777Fair value adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (233) 4,624Foreign exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5 98Sale of OnlinePizza Norden AB shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (6,690) —

Total investments as at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 6,918

On 23 March 2012, the Group realised its investment in OnlinePizza AB through a sale of its interest toa third party for £6.7 million. The net profit on disposal, after including £0.3 million of due diligencecosts was £4.3 million.

21. InventoriesAs at

31 December2013

As at31 December

2012

As at31 December

2011

£‘000 £‘000 £‘000

Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 743 435 42

Inventories are comprised of packaging materials and consumable items sold to restaurants. There isno material difference between the balance sheet value of stock and its replacement cost.

110

22. Trade and other receivables

As at31 December

2013

As at31 December

2012

As at31 December

2011

£‘000 £‘000 £‘000

Amount receivable for the provision of services . . . . . . . . . . . . . 1,443 1,661 1,229Allowance for doubtful debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . (430) (401) (289)

1,013 1,260 940Other debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197 1,409 39Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,414 1,280 667Amounts due from related parties (see note 40) . . . . . . . . . . . . — — 162Amounts due from joint ventures and associates . . . . . . . . . . . 248 543 624

3,872 4,492 2,432

As at 31 December 2013, the amounts due from joint ventures and associates related to servicesprovided to justeat.in and Eat On Line Sa, by third parties, but paid for by the Group.

At 31 December 2012, the amounts due from joint ventures and associates comprised loans made toEat.ch. These loans were converted into equity in January 2013 at which point Eat.ch became asubsidiary of the Group.

At 31 December 2011, the amounts due from joint ventures and associates comprised loans made toJust-Eat Benelux BV. In January 2012 Just-Eat Benelux BV became a wholly owned subsidiary of theGroup. From this time the loans were eliminated on consolidation.

Trade receivables

Trade receivables disclosed above are classified as loans and receivables and are therefore measuredat amortised cost. The average age of the trade receivables as at 31 December 2013 was 67 days(2012: 62 days; 2011: 65 days).

The Group has reviewed all balances and has made an allowance for debts which are consideredunlikely to be collectable based on past default experience, and an analysis of the counterparty’scurrent financial position. Allowances against doubtful debts are recognised against trade receivables.

Trade receivables disclosed above include amounts which are past due at the reporting date butagainst which the Group has not recognised an allowance for doubtful receivables because there hasnot been a significant change in credit quality and the amounts are still considered recoverable. TheGroup does not hold any collateral or other credit enhancements over these balances.

Movement in the allowance for doubtful debts:

2013 2012 2011

£‘000 £‘000 £‘000

Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401 289 144Impairment losses recognised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350 411 179Amounts written off during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (219) (299) (34)Amounts recovered during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (102) — —

430 401 289

In determining the recoverability of a trade receivable the Group considers any change in the creditquality of the trade receivable from the date credit was initially granted up to the reporting date. Theconcentration of credit risk is limited due to the customer base being large and unrelated. The Directors

111

consider that the carrying amount of trade and other receivables is approximately equal to their fairvalue. At 31 December 2013 £0.3 million (2012: £0.3 million; 2011: £0.2 million) of the allowance fordoubtful debts was in respect of receivables more than 120 days old.

23. Trade and other payables

As at31 December

2013

As at31 December

2012

As at31 December

2011

£‘000 £‘000 £‘000

Trade creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,182 14,250 6,501Other creditors and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,150 5,998 2,703Other taxes and social security . . . . . . . . . . . . . . . . . . . . . . . . . . 4,049 2,205 1,660Deferred consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,567 —Amounts due to related parties (see note 40) . . . . . . . . . . . . . . — — 160

33,381 25,020 11,024

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and on-going costs. Included in the trade creditor balance are amounts owed to restaurants of £16.0m (2012:£10.5m; 2011: £5.1m). These amounts are settled on a fortnightly basis. The average credit periodtaken for restaurants is 7 days (2012: 8 days; 2011: 9 days). For most suppliers no interest is chargedon the trade payables for the first 30 days from the date of the invoice.

The Group has financial risk management policies in place for all payables to be paid within the pre-agreed credit terms. The Directors consider that the carrying amount of trade payables approximatesto their fair value.

The deferred consideration balances as at 31 December 2012, related to the Groups 2012 acquisitionof the shares it did not hold in Just-Eat Benelux BV (£2.2 million) and the Group’s 2012 acquisition ofFillMyBelly Limited (£0.4 million).

24. Borrowings

As at31 December

2013

As at31 December

2012

As at31 December

2011

£‘000 £‘000 £‘000

Unsecured borrowing at amortised costBank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 9Secured borrowing at amortised costBank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 54

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Amount due for settlement within 12 months . . . . . . . . . . . . . . — — 63

Analysis of borrowings by currency:

CanadianDollar

DanishKrone Total

£‘000 £‘000 £‘000

31 December 2011Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 9 9Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 — 54

54 9 63

During 2012, the Group closed its overdraft facilities with Sydbank A/S and Barclays Bank plc andrepaid its loan with the Royal Bank of Canada. The Group deemed its cash reserves were sufficient tomeet the needs of the business.

112

25. Deferred taxation

Deferred taxation is provided for as follows:

Losses

Sharebased

paymentAvailablefor sale

Short termtemporarydifferences

(assets)

Short termtemporarydifferences(liabilities)

Acquiredintangibles

(assets)

Acquiredintangibles(liabilities) Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

At 1 January 2011 . . . . . . . . . . — — (20) (5) — — (78) (103)Credit/(debit) to income

statement . . . . . . . . . . . . . . . 525 3 — 546 — — 16 1,090Credit/(debit) to equity . . . . . . . — 2 (1,156) — — — — (1,154)Foreign exchange . . . . . . . . . . . — — — (11) — — 5 (6)Rate change . . . . . . . . . . . . . . . — — 2 — — — 6 8Prior year adjustment . . . . . . . . — — — (35) — — — (35)Amounts arising on acquisition

of subsidiaries . . . . . . . . . . . . — — — — — — (134) (134)

At 31 December 2011 . . . . . . . 525 5 (1,174) 495 — — (185) (334)

(Debit)/Credit to the incomestatement . . . . . . . . . . . . . . . (265) 7 — 425 — — 445 612

Credit to equity . . . . . . . . . . . . . — 7 1,174 — — — — 1,181Foreign exchange . . . . . . . . . . . — — — 36 — — (13) 23Rate change . . . . . . . . . . . . . . . (39) — — (5) — — 7 (37)Prior year adjustment . . . . . . . . (42) — — (377) — — 70 (349)Amounts arising on acquisition

of subsidiaries . . . . . . . . . . . . — — — — — — (1,027) (1,027)

At 31 December 2012 . . . . . . . 179 19 — 574 — — (703) 69Reclassification . . . . . . . . . . . . . — — — 90 (90) 137 (137) —(Debit)/Credit to the income

statement . . . . . . . . . . . . . . . (135) 80 — (29) 42 (8) 187 137Credit to equity . . . . . . . . . . . . . — 15 — — — — — 15Foreign exchange . . . . . . . . . . . — — — — (3) — (1) (4)Rate change . . . . . . . . . . . . . . . — (1) — (38) 11 — 22 (6)Prior year adjustment . . . . . . . . 51 — — (244) — 26 91 (76)Amounts arising on acquisition

of subsidiaries . . . . . . . . . . . . 224 — — — — — 139 363

As at 31 December 2013 . . . . . 319 113 — 353 (40) 155 (402) 498

2013 2012 2011

£‘000 £‘000 £‘000

Analysed as:Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442) (703) (1,360)Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 940 772 1,026

Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498 69 (334)

The Budget 2012 introduced a reduction in the main rate of corporation tax from 25% to 23% witheffect from 1 April 2013. This legislation was substantively enacted on 3 July 2012 and as such, inaccordance with IFRS the rate of 23% is used for the calculation of the deferred tax position at31 December 2012 on the basis that it will materially reverse after 1 April 2013.

The Budget 2013, issued on 20 March 2013, announced that the main rate of corporation tax would bereduced to 21% from 1 April 2014 and to 20% with effect from 1 April 2015. These future ratereductions were substantively enacted on 2 July 2013, and have therefore been reflected in thesefinancial statements in accordance with IFRS. A rate of 21% has been used in order to calculatedeferred tax on the basis that it is expected that the majority of the deferred tax assets will unwind inthe year ended 31 December 2014.

113

26. Provisions for liabilities2013 2012 2011

£‘000 £‘000 £‘000

Balance at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 718 1,130 485Contingent consideration arising on acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 — 645Utilised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (485) —Increase as a result of unwinding discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137 77 —Foreign exchange movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13) (4) —Released to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (840) — —

Balance at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 718 1,130

This is split between current and non-current liabilities as follows:2013 2012 2011

£‘000 £‘000 £‘000

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 718 485Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 — 645

101 718 1,130

The provision of £0.1 million, as at 31 December 2013, relates to contingent consideration following theGroup’s purchase of Power & Power Inc. in January 2013. £0.1 million becomes payable in February2017 if Just Eat Canada Inc. meet certain performance targets in 2016 (note 32).

The provision of £0.7 million, as at 31 December 2012, (and the non-current provision of £0.6 millionas at 31 December 2011), related to contingent deferred consideration in respect of the Group’sFrench joint venture. The performance targets were not met and hence this provision was released tothe income statement in 2013 (see note 8).

The current provision as at 31 December 2011 of £0.5 million related to contingent deferredconsideration in respect of the Group’s Brazilian business which was settled during 2012.

27. Other long-term liabilities2013 2012 2011

£‘000 £‘000 £‘000

Deferred consideration for Power & Power Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 340 — —Long term creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158 — —

498 — —

The deferred consideration in respect of the acquisition Power & Power Inc. is payable in January 2016(see note 32). The long term creditor is payable in 2015 and relates to the purchase of a softwarelicence.

28. Share capitalNumber issued of shares (‘000)

Ordinaryshares

Ordinary Bshares

PreferenceA shares

PreferenceB shares

PreferenceC shares Total

Total£‘000

At 1 January 2011 . . . . . . . . . . 8,300 413 4,973 — — 13,686 1Shares issued . . . . . . . . . . . . . — 72 — 1,756 — 1,828 1Loan conversion . . . . . . . . . . . — — — 53 — 53Options exercised . . . . . . . . . . — 396 — — — 396 —

At 31 December 2011 . . . . . . . 8,300 881 4,973 1,809 — 15,963 2Shares issued . . . . . . . . . . . . . 55 — — — 2,311 2,366 —Options exercised . . . . . . . . . . — 89 — — — 89 —B Ordinary conversion . . . . . . . — (192) — — 192 — —JSOP shares issued . . . . . . . . — 223 — — — 223 —

At 31 December 2012 . . . . . . . 8,355 1,001 4,973 1,809 2,503 18,641 2Shares issued . . . . . . . . . . . . . 6 — — — — 6 —Options exercised . . . . . . . . . . — 18 — — — 18 —JSOP shares issued . . . . . . . . 46 — — — — 46 —

At 31 December 2013 . . . . . . . 8,407 1,019 4,973 1,809 2,503 18,711 2

114

During the year ended 31 December 2011, the Company issued and allotted 468,248 B Ordinaryshares of £0.0001 each and 1,808,526 Preference B shares of £0.0001 each.

During the year ended 31 December 2012, the Company issued and allotted 55,000 Ordinary sharesof £0.0001 each, 312,372 B Ordinary shares of £0.0001 each and 2,311,216 Preference C shares of£0.0001 each which were credited as fully paid. Also in 2012, 191,655 B Ordinary shares wereconverted to Preference C shares of £0.0001 each and credited as fully paid.

During the year ended 31 December 2013, the Company issued 51,952 Ordinary shares of £0.0001each and 17,845 B Ordinary shares of £0.0001 each.

As at 31 December 2013, the Company had in issue 8,407,052 Ordinary shares, 1,018,836 B Ordinaryshares, 4,973,200 Preference A shares, 1,808,526 Preference B shares and 2,502,871 Preference Cshares.

As at 31 December 2013, 45,500 Ordinary shares and 222,700 B Ordinary shares had been issued toAppleby Trust (Jersey) Limited under the Group’s Joint Share Ownership Plan (“JSOP”) arrangement.As at 31 December 2013, these shares were partly paid. This is in line with standard practice for suchJSOP arrangements. These shares have subsequently been fully paid up, and all shares are now fullypaid.

Ordinary shares

Ordinary shares have a par value of £0.0001 each, and entitle the holders to receive notice, attend,speak and vote at general meetings.

Holders of Ordinary shares are entitled to distributions of available profits together with the holders ofPreference A shares, Preference B shares and Preference C shares, and, to the extent that theaggregate amount of distributions, both paid to date and for the current financial year, exceed£18.25 million, with the B Ordinary shareholders (pari passu as if the all the classes shares constitutedone class of share) pro rata to their respective holdings of shares.

B Ordinary shares

B Ordinary shares have a par value of £0.0001 each, and do not entitle the holders to receive notice,attend, speak or vote at any general meeting. The B Ordinary shares are convertible into Ordinaryshares on a one-for-one basis, upon the satisfaction of a range of criteria as set out in the Company’sArticles. Holders of B Ordinary shares are entitled to distributions of available profits together with theholders of Ordinary shares, Preference A shares, Preference B shares and Preference C shares (paripassu as if all the classes shares constituted one class of share) pro rata to their respective holdings ofshares, only after aggregate distributions of £18.25 million have been made to the holders of Ordinaryshares, Preference A shares, Preference B shares and Preference C shares.

Preference A shares

Preference A shares have a par value of £0.0001 each, and entitle the holders to receive notice,attend, speak and vote at general meetings. The Preference A Shares are convertible at any time intoOrdinary shares on a one-for-one basis, subject to the majority of Preference A shareholders servingnotice to the Company.

Holders of Preference A shares are entitled to distributions of available profits together with the holdersof Ordinary shares, Preference B shares and Preference C shares, and, to the extent that theaggregate amount of distributions, both paid to date and for the current financial year, exceed£18.25 million, with the B Ordinary shareholders (pari passu as if all the classes shares constituted oneclass of share) pro rata to their respective holdings of shares.

Preference B shares

Preference B shares have a par value of £0.0001 each, and entitle the holders to receive notice,attend, speak and vote at general meetings. The Preference B shares are convertible at any time intoOrdinary shares on a one-for-one basis, subject to the majority of Preference B shareholders servingnotice to the Company.

115

Holders of Preference B shares are entitled to distributions of available profits together with the holdersof Ordinary shares, Preference A shares and Preference C shares, and, to the extent that theaggregate amount of distributions, both paid to date and for the current financial year, exceed £18.25million, with the B Ordinary shareholders (pari passu as if all the classes of shares constituted oneclass of share) pro rata to their respective holdings of shares.

Preference C shares

Preference C shares have a par value of £0.0001 each, and entitle the holders to receive notice,attend, speak and vote at general meetings. The Preference C shares are convertible at any time intoOrdinary shares on a one-for-one basis, subject to the majority of Preference C shareholders servingnotice to the Company.

Holders of Preference C shares are entitled to distributions of available profits together with the holdersof Preference A shares, Preference B shares and Preference C shares, and, to the extent that theaggregate amount of distributions, both paid to date and for the current financial year, exceed £18.25million, with the B Ordinary shareholders (pari passu as if all the classes shares constituted one classof share) pro rata to their respective holdings of shares.

Shares to be issued

Shares to the value of €100,000 (£85,000) were issued to the previous shareholders of SinDelantalInternet SL in February 2013. The issue of the shares was contingent upon the provision of integrationservices to the Group, post the completion of the acquisition of SinDelantal Internet SL by the Group.The shares to be issued, of £56,000, as at 31 December 2012 reflect the proportion of the servicescompleted at that date with the related charge of the same amount being included in acquisition costsin the consolidated income statement.

29. Share premium account

Sharepremium

£‘000Balance at 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,680Premium arising from issue of equity shares — Series B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000Premium arising on exercise of share options over Ordinary B shares . . . . . . . . . . . . . . . . . . . . 128Share issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (310)

Balance at 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,498Premium arising from issue of equity shares — Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . 17Premium arising from issue of equity shares — Series C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,194Premium arising from issue of equity shares — Just-Eat Benelux BV acquisition . . . . . . . . . . . 779Premium arising from issue of equity shares — Ordinary B Shares . . . . . . . . . . . . . . . . . . . . . . 321Share issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,045)

Balance at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,764Premium arising from issue of equity shares — Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . 85Premium arising from issue of equity shares — Ordinary B Shares . . . . . . . . . . . . . . . . . . . . . . 13

Balance at 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,862

116

30. Other reserves

Available forsale reserve

Translationreserve

Mergerreserve

Treasurysharesreserve Total

£’000 £’000 £’000 £’000 £’000Balance at 1 January 2011 . . . . . . . . . . . . . . . . . . . 54 19 1,921 — 1,994Currency translation differences — Group . . . . . . . — (151) — — (151)Currency translation differences — Joint

ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1) — — (1)Effects of foreign exchange attributable to non-

controlling interests . . . . . . . . . . . . . . . . . . . . . . . . — 5 — — 5Exchange differences arising on AFS

investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 98 — — 98Fair value adjustment of AFS investment . . . . . . . . 4,624 — — — 4,624Deferred tax liability on AFS investment . . . . . . . . . (1,155) — — — (1,155)

Balance at 31 December 2011 . . . . . . . . . . . . . . . . 3,523 (30) 1,921 — 5,414Currency translation differences — Group . . . . . . . — (141) — — (141)Currency translation differences — Joint

ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (170) — — (170)Effects of foreign exchange attributable to non-

controlling interests . . . . . . . . . . . . . . . . . . . . . . . . — (5) — — (5)Exchange differences arising on AFS

investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5 — — 5Fair value adjustment of AFS investment . . . . . . . . (233) — — — (233)Deferred tax liability on AFS investment . . . . . . . . . 57 — — — 57Sale of AFS investment . . . . . . . . . . . . . . . . . . . . . . (3,347) (103) — — (3,450)

Balance at 31 December 2012 . . . . . . . . . . . . . . . . — (444) 1,921 — 1,477

Currency translation differences — Group . . . . . . . — (93) — — (93)Currency translation differences — Joint ventures

and associates . . . . . . . . . . . . . . . . . . . . . . . . . . . — 154 — — 154Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (234) (234)Effects of foreign exchange attributable to non-

controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . — (22) — — (22)Reclassified to income statement . . . . . . . . . . . . . . — 38 — — 38

Balance at 31 December 2013 . . . . . . . . . . . . . . . . — (367) 1,921 (234) 1,320

Translation reserve

Exchange differences relating to the translation of the net assets, income and expenses of the Group’sforeign operations, from their functional currency into the parent’s reporting currency, beingPound Sterling, are recognised directly in the translation reserve.

Available for sale reserve

This arose on the revaluation to fair value of the Group’s investment in OnlinePizza Norden AB. Thisinvestment was sold in 2012 (see note 20).

Treasury shares reserve

This reserve arose when the Group issued equity share capital under the Just-Eat Group HoldingsLimited Joint Ownership Plan (“JSOP”), which is held in trust by the trustee of the Group’s employeebenefit trust (“EBT”). See note 37 for more information on the six tranches of the JSOP that have yet tobe allocated.

Merger reserve

In July 2009 a group reconstruction was undertaken. Under this reconstruction ordinary shares wereissued and cancelled and Preference A shares were issued. This was treated as a common controltransaction under IFRS as the ultimate shareholders and their relative rights were the same before andafterwards. This reserve represents the difference between the nominal value of the shares issued andthe nominal value of the shares on the group reorganisation in July 2009. The balance of this accounthas not changed and remains at £1.9 million as at 31 December 2013.

117

31. Retained earnings

£’000

Balance at 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,805)Loss attributable to the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (607)Adjustments arising from changes in NCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (718)Credit to equity for share-based payment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97Share options exercised in the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38)Tax adjustment to share based payment reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

Balance at 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,899)Loss attributable to the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,871)Adjustments arising from changes in NCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (176)Credit to equity for share-based payment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 480Share options exercised in the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17)Tax adjustment to share based payment reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Balance at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,476)Profit attributable to the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,976Credit to equity for share-based payment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,731Tax adjustment to share based payment reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Adjustments arising from changes in NCI: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

— Buy-out of minority shareholdings in Just Eat Canada Inc. (note 32) . . . . . . . . . . . . . . . (2,107)— Eat.ch. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5)— justeat.in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (71)

Balance at 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,937)

The tax adjustment to share based payment reserve arises because under IAS 12 Income Taxes, thedeferred tax asset arising on the share based payments, in excess of the cumulative share basedpayments charge, is recognised in equity rather than being taken directly to the income statement.

118

32. Non-controlling interest

£‘000

Balance at 1 January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (136)Share of loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (628)Initial recognition of NCI on acquisition of Achindra Online Marketing Private Limited . . . . . . . . . . 113Adjustment to NCI on increase in the Group’s ownership interest in Achindra Online Marketing

Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111Buyout of Achindra Online Marketing Private Limited minority shareholders . . . . . . . . . . . . . . . . . . (16)Adjustment to NCI on increase in the Group’s ownership interest in Just-Eat Canada Inc . . . . . . . 467Adjustment to NCI on increase in the Group’s ownership interest in Just-Eat Belgie BVBA . . . . . 251Effects of foreign exchange attributable to NCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5)

Balance at 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157Share of loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (634)Adjustment to NCI on increase in the Group’s ownership interest in Achindra Online Marketing

Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89Buyout of Achindra Online Marketing Private Limited minority shareholders . . . . . . . . . . . . . . . . . . (6)Buyout of Just-Eat Belgie BVBA minority shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Effects of foreign exchange attributable to NCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Balance at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (353)Share of loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (205)Adjustment to NCI on increase in the Group’s ownership interest in Achindra Online Marketing

Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Adjustment to NCI on Eat.ch becoming a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355Adjustment to NCI on increase in the Group’s ownership interest in Eat.ch . . . . . . . . . . . . . . . . . . 107Buy-out of Just Eat Canada Inc minority shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397Effects of foreign exchange attributable to NCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Balance at 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359

justeat.in

In January 2011 the Group acquired a 33% shareholding in justeat.in. This rose to 67% in line withplanned injections of capital into the business by the Group throughout 2011. The substance of theoriginal investment transaction in January 2011 conferred control to the Group; subsequent injectionsof capital were therefore accounted for wholly within equity in accordance with IFRS 3 (2008) ‘BusinessCombinations’.

During 2012 the Group increased its holding in justeat.in, to 84%, through a combination of a numberof capital injections and the buy-out of a number of the minority shareholders.

The Group’s shareholding in justeat.in had increased from 84% to 91% over the course of 2013 via aseries of capital injections. In November 2013, the Group relinquished control of justeat.in, followinginvestment injections from Axon Partners Group and Forum Synergies India. The Group’s shareholdingreduced to 59% and its voting rights and economic interests decreased to 49.9%. As a result, justeat.inis now accounted for as an investment in an associate under the equity method of accounting, inaccordance with the provision of IAS 28.

119

Just Eat Canada Inc.

On 16 January 2013, the Group acquired 100% of the share capital of Power & Power Investments Inc(“P&P”). The reason for this acquisition was to acquire the 18% minority shareholding in Just EatCanada Inc. which was held by P&P. The acquisition took the Group’s holding in Just Eat Canada Inc.to 100%. The consideration payable for the transaction comprised:

£‘000

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,247Deferred consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334Deferred contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

Total fair value of consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,680

The net cash outflow arising on acquisition comprised:Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,247Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20)

1,227

Deferred consideration of C$0.75 million (with a fair value of £0.3 million, calculated on a discountedcash flow basis) is payable in January 2016. Further consideration of C$0.25 million (with a fair valueof £0.1m, calculated on a discounted cash flow basis) is payable in February 2017, if certainperformance criteria are met. It is management’s view that the performance criteria will be met, and asa result a provision of £0.1 million, for the full consideration (on a discounted basis), is included in the2013 financial information. If the performance criteria are not met then none of the contingentconsideration of C$0.25 million will become payable.

In accordance with IFRS 10 ‘Consolidated Financial Statements’, the difference of £2.1 million betweenthe amount by which the non-controlling interests were adjusted and the fair value of the considerationpaid has been debited to equity together with the acquisition cost incurred, of £15,000.

P&P contributed no revenue and a loss after tax of £393 in the period between the date of acquisitionand 31 December 2013.

The following table sets out the summary financial information in respect of Just Eat Canada Inc. as atand for the years ending 31 December 2012 and 31 December 2011:-

2012 2011

£‘000 £‘000

Summarised financial information for Just Eat Canada IncRevenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,898 712Loss after tax and total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,773) (2,078)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420 201Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 718 47

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,138 248Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,476 1,322

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,614 1,570

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,550) (845)Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (81) —

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,631) (845)

Net liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,017) 725

Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (366) 132

Summary financial information is not provided in respect of justeat.in and Eat.ch as their non-controlling interests are not material to the Group.

120

33. Businesses combinations

2013 acquisitions:

Eat.ch

In January 2013, a Group company acquired, through the conversion of loans to equity, an additional13% of the ordinary share capital of Eat.ch, bringing the Group’s holding in Eat.ch to 63%. The Groupobtained control of Eat.ch and as a result the acquisition has been accounted for as a businesscombination in accordance with IFRS 3. As control of Eat.ch has been achieved in stages theprovisions of IFRS 3 relating to step-acquisitions have been applied.

A gain of £3.1 million has been recognised in other gains in the income statement, being the deemeddisposal and re-acquisition of the Group’s previously held interest at fair value.

£‘000

Fair values of net assets acquired:Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (223)Intangible assets — Restaurant list . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 658Intangible assets — Brand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224Recognition of deferred tax on intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (224)

971Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,063

Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,034

Satisfied by:Fair value of previously held interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,137Conversion of loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355

4,034

Net cash outflow arising on acquisition:Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (79)

Contribution since control obtained and since the start of year:— Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,672— Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (322)

The goodwill arising on the step acquisition of Eat.ch is attributable to the anticipated profitability of thesale of the company’s products in the market and the anticipated future operating synergies from thecombination. The goodwill is not deductible for tax purposes.

The fair values of the previously held interest and the non-controlling interest were based onmanagement’s valuation of the acquired business. The valuation was determined using a discountedcash flow methodology, the key inputs for which were the expected future cash flows of the businessand the post-tax discount rate, of 11.9%. The latter was determined by reference to the Group’sweighted average cost of capital, as adjusted for specific risks pertinent to the business. The expectedfuture cash flows were based on Eat.ch’s budget for 2013, its forecast results for the years 2014 to2017 (based on extrapolations of the 2013 budget) and a 2% growth in cash flows thereafter.

121

2012 acquisitions:

Just-Eat

BeneluxBV

FillMyBellyLimited

SinDelantalInternet S.L. Total

£‘000 £‘000 £‘000 £‘000

Fair values of net assets acquired:Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . 116 9 14 139Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 29 162 225Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 36 31 120Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,299) (59) (444) (1,802)Intangible assets — Restaurant list . . . . . . . . . . . . . . . . . . . . . 1,493 728 27 2,248Intangible assets — Brand . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 99 320 419Recognition of deferred tax on intangible assets . . . . . . . . . . (373) (190) (104) (667)

24 652 6 682Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,945 759 2,558 9,262

Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,969 1,411 2,564 9,944

Satisfied by:Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 949 1,021 2,564 4,534Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 779 — — 779Fair value of previously held interest . . . . . . . . . . . . . . . . . . . . 2,054 — — 2,054Deferred consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,187 390 — 2,577

5,969 1,411 2,564 9,944

Net cash outflow arising on acquisition:Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 949 1,021 2,564 4,534Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . (53) (36) (31) (120)

896 985 2,533 4,414

Acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 17 137 231

Contribution since control obtained:— Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,710 341 33 2,084— Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117 45 (157) 5Contribution if control had been obtained at start of year:— Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,710 439 179 2,328— Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117 53 (930) (760)Deferred consideration payable:— January 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 833 — — 833— April 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 390 — 390— July 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,345 — — 1,345

Just-Eat Benelux BV

In January 2012, the Group acquired the remaining 44% shareholding in Just-Eat Benelux BV, which isa trading entity operating in the Netherlands. The nature of the control of this entity was such that itwas accounted for as a joint venture before the acquisition. The shareholding held by the Group is now100%. The acquisition has been accounted for as a business combination in accordance with IFRS 3(2008) ‘Business Combinations’.

A profit of £2.7 million was recognised on the deemed disposal of the Group’s previous joint ventureinterest in Just-Eat Benelux BV.

The goodwill arising on the acquisition of Just-Eat Benelux BV was attributable to the anticipatedprofitability of the sale of the company’s products and the anticipated future operating synergies thatwere expected at the time the acquisition was completed.

Of the acquisition costs of £77,000, £60,000 were accrued and recognised in 2011.

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FillMyBelly Limited

In April 2012, the Group acquired a 100% shareholding in FillMyBelly Limited, based in the UnitedKingdom. The acquisition has been accounted for as a business combination in accordance withIFRS 3 (2008) Business Combinations.

The goodwill arising on the acquisition of FillMyBelly Limited is attributable to the anticipatedprofitability of the sale of the company’s products and the anticipated future operating synergies.

SinDelantal Internet S.L.

In October 2012, a Group company acquired 100% of the share capital of SinDelantal Internet S.L., anestablished business operating throughout Spain. The acquisition had been accounted for as abusiness combination in accordance with IFRS 3 (2008) Business Combinations.

The goodwill arising on the acquisition of SinDelantal is attributable to the anticipated profitability of thesale of the company’s products in the market and the anticipated future operating synergies from thecombination. The fair values of the assets acquired recorded in the Group’s financial statements for theyear ended 31 December 2012 were provisional. As a result of finalising the acquisition accounting theprovisional fair values of trade and other payables decreased by £0.2 million to £0.4 million, therestaurant list intangible asset decreased in value by £1.2 million to £27,000 and the deferred taxliability decreased by £0.4 million to £0.1 million. As a result of these changes, goodwill increased by£0.6 million to £2.6 million. The amounts quoted in the table above are the final fair values.

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2011 acquisitions:

AchindraOnline

MarketingPrivateLimited

UrbanbiteLimited

YummyWebInc.

RestauranteWeb

GrubCanada

Inc. Clickeat.it Total

£‘000 £‘000 £‘000 £‘000 £‘000 £‘000 £‘000

Fair values of net assetsacquired:

Property, plant andequipment . . . . . . . . . . . . 10 — — — — 1 11

Trade and otherreceivables . . . . . . . . . . . 26 176 11 — — — 213

Cash and cashequivalents . . . . . . . . . . . 1 1 — — — — 2

Trade and otherpayables . . . . . . . . . . . . . (22) (78) (22) — — — (122)

Intangible assets —Restaurant list . . . . . . . . . 32 365 65 46 478 69 1,055

Contingent liabilitiesassumed . . . . . . . . . . . . . — (25) — — — — (25)

Recognition of deferred taxon intangible assets . . . . (8) (91) (18) (14) (135) 133 (133)

39 348 36 32 343 203 1,001Goodwill . . . . . . . . . . . . . . . . 149 105 201 1,496 360 415 2,726

Total consideration . . . . . . . 188 453 237 1,528 703 618 3,727

Satisfied by:Cash . . . . . . . . . . . . . . . . . . 188 453 237 954 703 618 3,153Contingent

consideration . . . . . . . . . . — — — 574 — — 574

188 453 237 1,528 703 618 3,727

Net cash outflow arising onacquisition:

Cash consideration . . . . . . . 188 453 237 954 703 618 3,153Cash and cash equivalents

acquired . . . . . . . . . . . . . . (1) (1) — — — — (2)

187 452 237 954 703 618 3,151

Acquisition costs . . . . . . . . . 36 226 35 10 61 2 370

Contribution since controlobtained:

— Turnover . . . . . . . . . . . . . 56 105 15 87 91 34 388— Operating profit/(loss) . . (887) (27) 2 (823) (55) (399) (2,189)Contribution if control had

been obtained at start ofyear:

— Turnover . . . . . . . . . . . . . 58 421 15 # 209 # 703— Operating profit/(loss) . . (90) (110) 2 # (180) # (378)

Note: # — Financial information in respect of RestauranteWeb and Clickeat.it for the periods prior totheir acquisition is not available.

justeat.in

In January 2011 the Group acquired a 33% shareholding in justeat.in, based in India and trading as“Hungryzone”. At the time of purchase, the Group entered into an agreement to provide future fundingto the company and also increase its equity interest. The substance of the transaction and provisionswithin the agreement were such that the company has been treated as a subsidiary of the Group for

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the entire period from acquisition. During the year, capital injections were made in accordance with theagreement made with the former owners such that the Group’s closing equity interest in the Indianbusiness was 67%. The Indian business now trades as “justeat.in”.

The acquisition has been accounted for as a business combination in accordance with IFRS 3(2008) Business Combinations, as management consider the substance of the transaction to constitutea business combination in the sense laid out in the general provisions of IFRS 3 (2008) and thespecific provisions of IFRS 10 ‘Consolidated Financial Statements’ relating to establishing controldespite only 33% of the shareholding being purchased in the initial acquisition.

The goodwill arising on the acquisition of justeat.in is attributable to the anticipated profitability of thesale of the company’s products and the anticipated future operating synergies.

Urbanbite Limited (“urbanbite.com”)

On 29 September 2011, a Group company acquired 100% of the share capital of Urbanbite HoldingsLimited, which owns 100% of the share capital of Urbanbite Limited, an established business in theUnited Kingdom, based predominately in London.

The acquisition has been accounted for as a business combination in accordance with IFRS 3(2008) Business Combinations. Urbanbite’s main focus is on the London corporate sector.

The goodwill arising on the acquisition of Urbanbite Limited is attributable to the anticipated profitabilityof the sale of the company’s products in the corporate market and the anticipated future operatingsynergies from the combination.

YummyWeb Inc. (“yummyweb.com”)

On 11 April 2011, a Group company acquired 100% of the share capital of YummyWeb Inc, anestablished business based on the Canadian West coast.

The acquisition has been accounted for as a business combination in accordance with IFRS 3(2008) Business Combinations. YummyWeb operates on the Canadian West coast so this acquisitionallowed Just-Eat Canada to operate a coast-to-coast business. The YummyWeb website now directstraffic to the Just-Eat.ca website.

The goodwill arising on the acquisition of YummyWeb Inc is attributable to the anticipated profitabilityof the sale of the company’s products in the student market and the anticipated future operatingsynergies from the combination.

RestauranteWeb (“restauranteweb.br”)

The Group established a wholly owned subsidiary, Justeat Brasil Servicos Online LTDA, in Brazilduring 2011. The purpose of this company was to acquire the trade and assets of “RestauranteWeb”,an established business in Brazil. The transaction was completed on 18 August 2011.

The trade and assets acquired were deemed by management to constitute an integrated set ofactivities and assets that is capable of being conducted and managed for the purpose of providing areturn to the Group, and has accordingly been accounted for as a business combination under theprovisions of IFRS 3 (2008) Business Combinations.

The goodwill arising on the acquisition of the trade and assets of RestauranteWeb is attributable to theanticipated profitability of the sale of the company’s products in the market and the anticipated futureoperating synergies from the combination.

Substantially all of the result for the period was derived from the trade and assets acquired.

Included in the Group consolidated financial information is a liability of £0.1 million, which has beenrecognised in respect of an agreement entered into with the former owners of RestauranteWeb toprovide post-combination services to the newly acquired entity. In accordance with the provisions ofIFRS 3 (2008), this arrangement has been recorded as a separate transaction to the businesscombination outlined above.

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Contingent consideration is payable over a 12 month period subject the business meeting certainperformance criteria. At the acquisition date management estimated that the performance criteriawould be met and therefore included this value as part of the consideration for acquiring the business.

Grub Canada Inc. (“grubcanada.com”)

On 13 October 2011 the Group, via its subsidiary Just-Eat Canada Inc., acquired the trade and assetsof the Canadian trading company Grub Canada Inc. The acquisition was deemed by management toconstitute an integrated set of activities and assets that is capable of being conducted and managedfor the purpose of providing a return to the Group, and has accordingly been accounted for as abusiness combination under the provisions of IFRS 3 (2008) Business Combinations.

The goodwill arising on the acquisition of the trade and assets of Grub Canada Inc. is attributable tothe anticipated profitability of the sale of the company’s products in the market and the anticipatedfuture operating synergies from the combination.

Clickeat.it (“clickeat.it”)

The Group established a wholly owned subsidiary, Just-Eat Italy S.r.l, in Italy during the current period.The purpose of this entity was to acquire the trade and assets of “Clickeat.it”, an established businessowned by Deepsun S.r.l. The transaction was completed on 4 April 2011. The trade and assetsacquired were deemed by management to constitute an integrated set of activities and assets that iscapable of being conducted and managed for the purpose of providing a return to the Group, and hasaccordingly been accounted for as a business combination under the provisions of IFRS 3(2008) Business Combinations.

The goodwill arising on the acquisition of the trade and assets of Clickeat.it is attributable to theanticipated profitability of the sale of the company’s products in the market and the anticipated futureoperating synergies from the combination.

Substantially all of the result for the period was derived from the trade and assets acquired.

Included in the Group consolidated financial statements is a liability of £29,000, which relates to anagreement with the former owners to provide post-combination services. In accordance with theprovisions of IFRS 3 (2008), this arrangement has been recorded as a separate transaction to thebusiness combination outlined above.

Net cash outflow on acquisition of subsidiaries

The net cash outflow on acquisition of subsidiaries for the year ended 31 December 2013, of £3.7million, principally related to the buy-out of the Just Eat Canada Inc. minority shareholders (£1.3million) and deferred consideration payments in respect of the Group’s 2012 acquisition of the shares itdid not hold in Just-Eat Benelux BV (£2.2 million). The net cash outflow on acquisition of subsidiariesfor the year ended 31 December 2013, of £5.1 million, principally related to payments in respect of theacquisitions of SinDelantal Internet S.L. (£2.5 million) and FillMyBelly Limited (£1.0 million) and thebuy-out of the Just Eat Canada Inc. minority shareholders (£0.9 million).

The net cash outflow on acquisition of subsidiaries for the year ended 31 December 2011, of£3.1 million, principally related to payments in respect of the acquisitions of RestauranteWeb (£1.0million), Grub Canada Inc (£0.7 million) and Clickeat.it (£0.6 million).

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34. Acquisition of investments in joint venture and associate

FBA Invest SaS Eat.ch GmbH Total

£‘000 £‘000 £‘000

Fair values of net assets acquired:Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 — 6Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 341 — 341Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 732 68 800Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,227) (8) (1,235)Intangible assets — Restaurant list . . . . . . . . . . . . . . . . . . . . . . . . . 842 96 938Intangible assets — Brand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,137 — 2,137Recognition of deferred tax on intangible assets . . . . . . . . . . . . . . (1,004) (8) (1,012)

1,827 148 1,975Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,793 165 5,958

Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,620 313 7,933

Satisfied by:Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,626 313 6,939Acquisition costs settled in cash during 2012 . . . . . . . . . . . . . . . . . 332 — 332Acquisition date fair value of contingent consideration . . . . . . . . . 662 — 662

Total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,620 313 7,933

Net cash outflow arising on acquisition:Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,626 203 6,829Acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 110 110

6,626 313 6,939

Contribution to share of results of joint venture and associatesince acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) (128) (135)

FBA Invest SaS (“Alloresto.fr”)

On 23 December 2011, the Group acquired a 50% interest in FBA Invest SaS (“FBA”), a Frenchholding company which owns 100% of the share capital of Eat On Line Sa, trading as “Alloresto.fr”. Aspart of the deal to acquire the 50% shareholding, the Group entered into a joint venture agreement withthe previous owners. At the time of issuing the Group’s 2011 financial statements the accounting forthis acquisition was provisional. The acquisition accounting was finalised in 2012 and it is thosenumbers which are disclosed above.

The goodwill arising on the acquisition of the 50% share in FBA is attributable to the anticipatedprofitability of the sale of the company’s products in the market and the anticipated future operatingsynergies from the combination.

Eat.ch GmbH (“Eat.ch”)

On 22 March 2011, the Group acquired a 33% economic interest in Eat.ch, a Swiss company. As partof the deal to acquire the 33% shareholding, the Group entered into an agreement with the previousowners, which committed the Group to contribute future funding to the venture and thereby increasingits economic interest to 50%, which it had by 31 December 2011. Management does not consider thesubstance of the transaction to confer control to the Group, and therefore has recorded balances inaccordance with IFRS 11 ‘Joint Arrangements’ and have applied the equity method to record thosebalances in the Group consolidated financial statements. At the time of issuing the Group’s 2011financial statements the accounting for this acquisition was provisional. The acquisition accounting wasfinalised in 2012 and it is those numbers which are disclosed above.

The goodwill arising on the acquisition of the 50% share in Eat.ch is attributable to the anticipatedprofitability of the sale of the Company’s products in the market and the anticipated future operatingsynergies from the combination.

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35. Net cash inflow from operating activities

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Operating profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . 6,791 (9,663) (1,757)Adjustments for:Share of (profit)/loss of joint ventures and associates . . . . . . . . (11) 521 257Depreciation of property, plant and equipment . . . . . . . . . . . . . 2,708 1,760 1,114Amortisation of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . 919 529 155Share-based payment expense . . . . . . . . . . . . . . . . . . . . . . . . . 1,731 480 231Loss on disposal of property, plant and equipment . . . . . . . . . . 61 32 34Impairment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307 7,320 18Release of contingent consideration . . . . . . . . . . . . . . . . . . . . . . (840) — —Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 — —

Operating cash flows before movements in working capital . . . 11,832 979 52(Increase)/decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . (307) (393) 6(Increase)/decrease in receivables . . . . . . . . . . . . . . . . . . . . . . . (198) (1,200) 576Increase in payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,617 10,059 4,981Decrease in other provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (1,037)Increase in deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,471 1,262 633

Cash generated by operations . . . . . . . . . . . . . . . . . . . . . . . . . . 23,415 10,707 5,211Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,194) (564) (251)Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8) (40) (75)

Net cash inflow from operating activities . . . . . . . . . . . . . . . . . . 19,213 10,103 4,885

36. Operating lease arrangements

The group as lessee

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

£‘000 £‘000 £‘000

Minimum lease payments under operating leases recognisedas an expense in the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,840 1,546 613

At the balance sheet date, the Group had outstanding commitments for future minimum leasepayments under non-cancellable operating leases, which fall due as follows:

2013£‘000

Property

2013£‘000

Plant andEquipment

2012£‘000

Property

2012£‘000

Plant andEquipment

2011£‘000

Property

2011£‘000

Plant andEquipment

Within one year . . . . . . . . . . . . . . . . . . . 1,967 508 1,301 422 193 340In the second to fifth years inclusive . . 2,728 596 2,940 433 1,113 434

4,695 1,104 4,241 855 1,306 774

37. Share based payments

The Group operates a number of equity settled, share based compensation plans. In accordance withIFRS 2, the value of the awards are measured at fair value at the date of the grant. The fair value isexpensed on a straight line basis over the vesting period, based on the management’s estimate of thenumber of shares that will eventually vest. The fair value of the options granted is calculated using theBlack-Scholes option pricing model, taking into account the terms and conditions upon which theoptions were granted.

In total, the Group recognised an expense of £1.7 million related to equity-settled share-basedpayment transactions in 2013 (2012: £0.5 million) (2011: £0.2 million).

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The Company operates the Just-Eat Group Holdings Limited Enterprise Management IncentiveScheme (“EMI Scheme”) and the Just-Eat Group Holdings Limited Company Share Option Plan(“CSOP”) for employees of the Group.

EMI Scheme

Under the terms of the EMI Scheme, the Board granted options to certain employees of the Group topurchase shares in the Company. Options are no longer being granted under this scheme.

CSOP

Under the terms of the CSOP, the Board may grant options to purchase Ordinary shares in theCompany. The CSOP is an equity-settled share option scheme approved by Her Majesty’s Revenue &Customs (“HMRC”) and was established in 2011.

Under the CSOP, the Board may grant options over shares in the Company to eligible employees. Theeligible employees to whom options are granted and the terms of such options are determined by theBoard. All employees are eligible to participate in the CSOP, including employees of the Company’ssubsidiaries, but not all grants are approved by HMRC. Options are not transferable.

The exercise price of options may not be less than the market value of the Company’s shares on thedate of grant, in order for the scheme to qualify as an approved HMRC scheme.

Vested options in the CSOP scheme become exercisable when the Company achieves an exit.

EMI Scheme and CSOP

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on thedate of grant. Options vest in stages over a three year period commencing on a specified dateestablished on grant. Options are forfeited if an employee leaves the Group before the options vestand expire if they remain unexercised 10 years after the date of grant.

Details of the share options outstanding, under the EMI Scheme and CSOP, during the year are asfollows:

2013Number of

shareoptions

2013Weightedaverageexercise

price

2012Number of

shareoptions

2012Weightedaverageexercise

price

2011Number of

shareoptions

2011Weightedaverageexercise

price

(‘000) (in £) (‘000) (in £) (‘000) (in £)

Outstanding at 1 January . . . . . . . . . . 451 3.88 430 1.71 677 0.37Granted during the year . . . . . . . . . . . 122 9.19 128 7.01 155 4.12Forfeited during the year . . . . . . . . . . . (31) 5.99 (17) 5.29 (5) 2.34Exercised during the year . . . . . . . . . . (18) 0.74 (90) 2.43 (397) 0.02

Outstanding at 31 December . . . . . . . 524 4.90 451 3.88 430 2.05

Exercisable at 31 December . . . . . . . . 189 0.98 129 1.79 141 1.71

The weighted average exercise price of share options exercised during the year was £0.74 (2012:£2.43; 2011: £0.02). The options outstanding at 31 December 2013 had a weighted average exerciseprice of £4.90 (2012: £3.88; 2011: £2.05) and a weighted average remaining contractual life of 8.6years (2012: 9.6 years; 2011: 9.8 years).

Joint Share Ownership Plan (JSOP)

The JSOP is an executive share ownership scheme under which the employee and Appleby Trust(Jersey) Limited, the EBT Trustee, held at the balance sheet date a joint interest in 45,500 Ordinaryshares (2012: Nil) and 222,700 (2012: 222,700) B Ordinary shares. Shares in respect of tranche 8 –tranche 13 had not yet been allotted at 31 December 2013.

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Interests under the JSOP take the form of restricted interests in Ordinary shares and B Ordinaryshares in the Company. An interest permits a participant to benefit from the increase (if any) in thevalue of a number of Ordinary shares or B Ordinary shares in the Company over specified thresholdamounts. In order to acquire an interest, a participant must enter into a joint share ownershipagreement with the EBT Trustee, under which the participant and the EBT Trustee jointly acquire theshares and agree that when the shares are sold the participant has a right to receive payment of theirsubscription amount and the proportion of the sale proceeds that exceed the threshold amount.

The vesting of interests granted to employees is subject to the option holder continuing to be employedby the Group. Interests vest in stages over a three year period commencing on a specified dateestablished on grant.

The fair value of interests awarded under the JSOP was determined using the Black-Scholes OptionPricing Model. Details of the JSOP interests are shown below:

Number ofshares

Vesting startdate Threshold

(£)

Tranche 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,000 01/04/2012 1.25Tranche 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,000 01/07/2012 4.50Tranche 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,700 01/10/2012 3.25Tranche 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 01/01/2013 3.25Tranche 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,000 01/07/2014 9.19Tranche 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,500 01/04/2014 9.19Tranche 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 01/05/2014 9.19Tranche 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,125 01/01/2014 15.57Tranche 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,300 01/07/2014 15.57Tranche 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,062 01/01/2015 17.91Tranche 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,775 01/07/2015 17.91Tranche 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,063 01/01/2016 20.59Tranche 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,775 01/07/2016 20.59

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 666,300

Assumptions

In determining the fair value of the options and interests granted, under the EMI Scheme, CSOP andJSOP, the Black-Scholes Option Pricing Model was used with the following inputs:

Year ended31 December

2013

Year ended31 December

2012

Year ended31 December

2011

Weighted average share price . . . . . . . . . . . . . . . . . . . 2,460p 1,125p 825pWeighted average exercise price . . . . . . . . . . . . . . . . . 919p 701p 412pExpected volatility (based on FTSE 350 3 year) . . . . . 39.67% 17.2% 19.2%Expected life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36–48 months 36–68 months 54–89 monthsRisk-free rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.38%–1.69% 1.58% 1.60%Expected dividend yields . . . . . . . . . . . . . . . . . . . . . . . 0.0% 0.0% 0.0%

Expected volatility was determined by comparing the Company to others of a similar size or operatingin a similar field. The expected life used in the model was management’s best estimate, adjusted forthe effects of non-transferability, exercise restrictions and behavioural considerations. All such shareawards are equity-settled.

38. Deferred revenue

As at31 December

2013

As at31 December

2012

As at31 December

2011

£‘000 £‘000 £‘000

Current deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,982 2,442 1,715Non-current deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,212 1,287 751

Total deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,194 3,729 2,466

130

JCTs used by restaurants are paid for upfront. This revenue is deferred over 36 months. A connectionfee is also charged when restaurants join the network. This revenue is recognised over a 12 monthperiod.

39. Financial instruments

Financial instruments comprise both financial assets and financial liabilities. The carrying value ofthese financial assets and liabilities approximate their fair value.

Financial assets in the Group comprise trade and other receivables, cash and cash equivalents andinvestments classified as available for sale. These types are all classified as other financial assets inthe table below.

Financial liabilities in the Group comprise borrowings which are categorised as debt at amortised cost.Financial liabilities also comprise trade and other payables, other long-term liabilities and provisions forliabilities which are classified as other financial liabilities.

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as goingconcerns.

The capital structure of the Group consists of minimal borrowings, as disclosed in note 24, cash andcash equivalents and equity attributable to equity holders of the parent, comprising issued capital,retained earnings and other reserves, as disclosed in notes 28 to 31.

The Group is not subject to any externally imposed capital requirements.

Financial risk management objectives

The main financial risks faced by the Group are credit risk, liquidity risk and market risk, which includeinterest rate risk and currency risk. The Board regularly reviews these risks. The Group does not enterinto or trade financial instruments, including derivative financial instruments, for speculative purposes.

Categories of financial instruments

As at31 December

2013

As at31 December

2012

As at31 December

2011

£‘000 £‘000 £‘000

Financial assetsOther financial assetsCash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,620 50,026 7,858Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,872 4,492 2,432Investments classified as available for sale . . . . . . . . . . . . . . . . — — 6,918

Total financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,492 54,518 17,208

Other financial liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 63Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498 — —Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,381 25,020 11,024Provisions for liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 718 —

Total financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,980 25,738 11,087

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity ofthree months or less. The carrying amount of these assets is equal to their fair value.

Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchangerates and interest rates.

131

Foreign currency risk management

The Group undertakes transactions denominated in foreign currencies; consequently exposures toexchange rate fluctuations arise.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetaryliabilities at the reporting date are as follows:

Assets Liabilities

As at31 December

2013

As at31 December

2012

As at31 December

2011

As at31 December

2013

As at31 December

2012

As at31 December

2011

£’000 £‘000 £‘000 £‘000 £‘000 £‘000

Euros . . . . . . . . . . . . . 2,633 1,674 4,344 3,587 1,995 3,137Canadian Dollars . . . 881 707 262 1,376 936 651Danish Kroner . . . . . . 5,429 6,050 2,845 3,947 2,864 2,888Norwegian Kroner . . . 276 337 224 317 221 179Indian Rupees . . . . . . — 124 184 — 68 17Brazilian Reals . . . . . 361 254 128 532 449 187Swiss Francs . . . . . . . 204 — — 279 — —

The Group is primarily exposed to the Euro, Danish Krone, Canadian Dollar and Brazilian Real.

The following table details the Group’s sensitivity to a 10% depreciation in Pound Sterling against therelevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency riskinternally to key management personnel and represents management’s assessment of a reasonablypossible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreigncurrency denominated monetary items and adjusts their translation at the period end for a 10% changein foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreignoperations within the Group.

Impact on other comprehensive income/(loss)

Appreciation inPound Sterling

Depreciation inPound Sterling

2013 2012 2011 2013 2012 2011

£’000 £’000 £’000 £’000 £’000 £’000

Euros . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 29 319 (106) (36) (389)Canadian Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 21 35 (55) (25) (43)Danish Kroner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135) (290) 79 165 354 (96)Norwegian Kroner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (11) (4) (5) 13 5Swiss Francs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 — — (8) — —Brazilian Reals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 18 (7) (19) (22) 9

The Group’s sensitivity to fluctuations in foreign currencies is the result of increased activity in theforeign owned subsidiaries which has led to a significant increase in foreign currency denominatedtrade payables and trade receivables.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates at thebalance sheet date. For assets and floating rate liabilities, the analysis is prepared assuming theamount of asset/liability outstanding at the balance sheet date was outstanding for the whole year. A10% increase or decrease in the interest rate is used when reporting interest rate risk internally to keymanagement personnel and represents management’s assessment of the reasonably possible changein interest rates.

132

If interest rates had been 10% higher/lower and all other variables were held constant, the Group’s:

• profit for the year ended 31 December 2013 would increase/decrease by £16,000 (2012:£20,000; 2011: £9,000); and

• there would have been no effect on amounts recognised directly in equity.

Other price risks

The Group is exposed to equity price risks arising from equity investments. Equity investments are heldfor strategic rather than trading purposes. The Group does not actively trade these investments.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting infinancial loss to the Group. The Group’s exposure and the credit ratings of its major counterparties arecontinuously monitored.

Trade receivables consist of a large number of customers, spread across geographical areas.On-going credit evaluation is performed on the financial condition of accounts receivable and, whereappropriate, credit guarantee insurance cover is purchased.

The carrying amount of financial assets recorded in the financial information, which are stated net ofimpairment losses, represents the Group’s maximum exposure to credit risk as no collateral or othercredit enhancements are held.

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratingsassigned by international credit-rating agencies.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board, which has established anappropriate liquidity risk management framework for the management of the Group’s short, mediumand long-term funding and liquidity management requirements. The Group manages liquidity risk bymaintaining adequate cash reserves, by continuously monitoring forecast and actual cash flows, andby matching the maturity profiles of financial assets and liabilities.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for its non-derivative financialliabilities with agreed repayment periods. The tables have been drawn up based on the undiscountedcash flows of financial liabilities based on the earliest date on which the Group can be required to pay.The table includes both interest and principal cash flows. To the extent that interest flows are floatingrate, the undiscounted amount is derived from interest rate curves at the balance sheet date. Thecontractual maturity is based on the earliest date on which the Group may be required to pay.

Weightedaverageeffective

interest rateLess than

1 year 1-2 years 2-5 years 5+ years Total

% £‘000 £‘000 £‘000 £‘000 £‘00031 December 2013Non-interest bearing . . . . . . . . . . . . . . . . . — 33,381 158 441 — 33,980

33,381 158 441 — 33,980

31 December 2012Non-interest bearing . . . . . . . . . . . . . . . . . — 25,020 718 — — 25,738

25,020 718 — — 25,738

31 December 2011Non-interest bearing . . . . . . . . . . . . . . . . . — 11,024 — — — 11,024Variable interest rate instruments . . . . . . 4.17 63 — — — 63

11,087 — — — 11,087

133

The following table details the Group’s expected maturity for its financial assets and has been drawnup based on the undiscounted contractual maturities of the financial assets, including interest that willbe earned on those assets.

Weightedaverageeffectiveinterest

rateLess than1 month

1-3months

3 monthsto 1 year 1-5 years 5+ years Total

% £’000 £’000 £’000 £’000 £’00031 December 2013Non-interest bearing . . . . . . . . . . . — 31,438 — — — — 31,438Fixed interest rate instruments . . . 0.42 29,054 5,000 — — — 34,054

60,492 5,000 — — — 65,492

31 December 2012Non-interest bearing . . . . . . . . . . . — 24,472 — — — — 24,472Fixed interest rate instruments . . . 0.80 25,044 5,002 — — — 30,046

49,516 5,002 — — — 54,518

31 December 2011Non-interest bearing . . . . . . . . . . . — 17,208 — — — — 17,208Fixed interest rate instruments . . . — — — — — — —

17,208 — — — — 17,208

The Group has previously had access to financing overdraft facilities, which as of the balance sheetdate have all been cancelled. The Group expects to meet its other obligations from operating cashflows and proceeds of maturing financial assets.

Financing facilities

As at31 December

2013

As at31 December

2012

As at31 December

2011

£‘000 £‘000 £‘000Unsecured bank overdraft facility, reviewed annually and

payable at call:— amount used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 9— amount unused . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,245

— — 4,254

There were no available for sale financial assets held as at 31 December 2013 and 31 December2012. As at 31 December 2011, the Group held available for sale financial assets in the form ofunquoted equities of £6,918k. These equities have been classified as Level 3.

There were no transfers between levels during 2011, 2012 and 2013.

The investment in OnlinePizza Norden AB was disposed of during 2012, with no AFS financial assetsexisting at the 2012 year end. Although OnlinePizza Norden AB was not listed, the fair value of theasset was calculated by reference to an offer received for the shares held. This was considered torepresent fair value.

Reconciliation of Level 3 fair value measurements of financial assets for 2012:

Available for saleunquoted equities

Level 3 Total

£‘000 £‘000Balance at 1 January 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,918 6,918Sale of available for sale unquoted entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,918) (6,918)

Balance at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

134

Significant assumptions used in determining fair value of financial assets

The consolidated balance sheet includes holdings in unlisted shares which are measured at fair value(note 20). Fair value is estimated using a discounted cash flow model due to the absence ofobservable market prices. However, in 2012, the valuation was based on a third party offer price andsubsequent sale price of the investment.

In determining the fair value in the prior year, an earnings growth factor of 3.8% and a cash flow riskadjustment factor of 2% are used. Cash flows were discounted at 12.74%. If the discount rate used inthe model was increased by 10% to 14.01% while all the other variables were held constant, theestimated fair value of the shares would decrease by £44,000.

40. Related party transactions

The following table provides the total amount of transactions that have been entered into with relatedparties for the relevant financial year together with amounts owed by and to related parties at thebalance sheet date.

Sales torelatedparties

Year end31 December

Purchasesfrom related

partiesYear end

31 December

Amountsowed byrelatedparties*

As at31 December

Amountsowed torelatedparties*

As at31 December

£‘000 £‘000 £‘000 £‘000Associates:Achindra Online Marketing Private

Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 — — 72 —2012 N/a N/a N/a N/a2011 N/a N/a N/a N/a

Eat.ch Gmbh . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 N/a N/a N/a N/a2012 — — 543 —2011 — — 6 —

Joint venture in which the parent is aventurer:

FBA Invest SAS . . . . . . . . . . . . . . . . . . . . . . . 2013 — — 176 —2012 — — 13 —2011 — — — —

Just-Eat Benelux BV . . . . . . . . . . . . . . . . . . . 2013 N/a N/a N/a N/a2012 N/a N/a N/a N/a2011 — — 539 —

*The amounts are classified as trade receivables and trade payables respectively

Loans to related parties

The following amounts were outstanding at the balance sheet date:

Interestpayable

Year ended31 December

Amountsowed torelatedpartiesAs at

31 December

InterestreceivableYear ended

31 December

Amountsowed byrelatedpartiesAs at

31 December

£‘000 £‘000 £‘000 £‘000

Happy Investments BV 2013 — — — —2012 — — — —2011 — 160 — —

Key management personnel 2013 — — — —2012 — — — —2011 — — — 162

Happy Investments BV was a related party through its 46% shareholding in Just-Eat Benelux BV and25% shareholding in Just-Eat Belgie BVBA. Happy Investments BV was bought out in January 2012,with the Group consequently having a 100% shareholding in both Just-Eat Benelux BV and Just-EatBelgie BVBA.

135

Compensation of key management personnel of the GroupYear Ended

31 December2013

Year Ended31 December

2012

Year Ended31 December

2011

£’000 £’000 £’000

Short-term employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,692 2,455 1,058Post-employment pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6 1Termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371 — —Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 956 299 144

Total compensation of key management personnel . . . . . . 3,019 2,760 1,203

The amounts disclosed in the table are the amounts recognised as an expense during the reportingperiod related to key management personnel. The amounts in respect of share based compensationare the IFRS 2 charges. Key management personnel are members of the Board and members of theGroup’s Executive Team.

Key management personnel’s interests in the JSOP and EMI scheme

Share options held by key management personnel, as at 31 December 2013, under the JSOP and EMIscheme have the following expiry dates and exercise prices:

Issue date Number Vesting start date

Threshold/Exercise price

£

2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,000 1 April 2012 1.252011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,000 1 July 2012 4.502011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,700 1 October 2012 3.252011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 1 January 2013 3.252011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,100 1 January 2013 1.252013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,250 1 January 2014 15.57 – 20.592013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261,850 1 July 2014 15.57 – 20.59

Refer to note 37 for further details about the JSOP and EMI scheme.

Other related party transactions

In October 2010, the Group created a £1 million 12% convertible loan note facility. The Lenders wereIndex funds (comprising Index Ventures V (Jersey) LP, Index Ventures Parallel Entrepreneur Fund(Jersey) LP and Yucca Partners LP (Jersey branch)) and STM Fidecs Trust Company Limited (astrustee of the Sara Marron Discretionary Settlement), who are related parties to the Group. The loanwas split 34%/66% between the Index funds and STM Fidecs Trust Company Limited respectively. Theloan notes were convertible into Series A Preference shares. The loan notes were subscribed in twotranches, £0.5m in October 2010 and £0.5m in December 2010. As part of the Series B funding roundin March 2011, the loan notes held by the Index funds were instead converted into Series B Preferenceshares and the loan notes held by STM Fidecs Trust Company Limited were repaid.

On 2 November 2011, the Group entered into a £3 million loan facility from STM Fidecs TrustCompany Limited (as trustee of the Sara Marron Discretionary Settlement), a related party to theGroup. The drawdown period was from 4 November 2011 to 1 May 2012 and any amounts drawndown were required to be repaid at the earlier of 364 days after the facility was first used, or upon theGroup completing a fundraising that raised at least £3 million. The Group drew down £2 million on oraround 16th March 2012 and the remaining £1 million on or around 13th April 2012. The Group repaidthe facility in full on or around 4th May 2012, following the completion of the Series C funding round.

41. Events after the balance sheet date

On 27 February 2014 the Group acquired the entire share capital of, Birmingham based, Meal 2Order.com Limited for cash consideration totalling £3.7 million. Given the timing of the acquisition,management has not yet been able to determine the fair values of the acquired assets and liabilities.

In January 2014, the Company issued and allotted 424,350 ordinary shares of £0.0001 each whichwere credited as partly paid up at the time of issue and which have subsequently been fully paid.Between 1 January 2014 and 20 March 2014, the Company issued and allotted 5,937 B ordinaryshares of £0.0001 each which were credited as fully paid.

136

On 20 March 2014 the Company’s share premium account was reduced by £40.0 million by way of areduction of capital. On the same day the Company conducted a bonus issue of 2,699 shares for everyone ordinary, B ordinary, Preference A, Preference B and Preference C share in issue. This wasfollowed by a consolidation of each of the ordinary shares, B ordinary shares, Preference A shares,Preference B shares and Preference C shares such that the nominal value of each share increasedfrom £0.0001 to £0.01.

On 24 March 2014 the Company re-registered as JUST EAT plc.

On 24 March the Company called all the unpaid subscription amounts, totalling £13.2 million, inrespect of certain shares issued under the JSOP. In order to facilitate this, the Company made loans toparticipants of the JSOP and Appleby Trust (Jersey) Limited totalling £5.3 million and £7.9 million,respectively. The loans provided to the participants of the JSOP included loans to key managementpersonnel totalling £4.9 million.

Between 20 March 2014 and 2 April 2014, the Company issued and allotted 2,120,553 B ordinaryshares of £0.01 each which were credited as fully paid.

On 2 April 2014 the Directors declared a dividend of £18.25 million, to be paid to the holders ofPreference A shares, Preference B shares, Preference C shares and ordinary shares pro rata to theirholding of shares in the Company.

137

Part XIII

PRO FORMA FINANCIAL INFORMATION

A) ACCOUNTANTS’ REPORT ON THE PRO FORMA FINANCIAL INFORMATION RELATING TOTHE GROUP

Deloitte LLPAbbots HouseAbbey Street

ReadingRG1 3BD

The Board of Directorson behalf of JUST EAT plcMasters House107 Hammersmith RoadLondonW14 0QH

J.P. Morgan Securities plc25 Bank StreetCanary WharfLondonE14 5JP

3 April 2014

Dear Sirs,

JUST EAT plc (the “Company”)

We report on the pro forma financial information (the “Pro Forma Financial Information”) set out inthis Part XIII of the prospectus dated 3 April (the “Prospectus”), which has been prepared on the basisdescribed in notes 1 to 4, for illustrative purposes only, to provide information about how thetransaction might have affected the financial information presented on the basis of the accountingpolicies adopted by the Company in preparing the financial statements for the period ended31 December 2013. This report is required by Annex I item 20.2 of Commission Regulation (EC) No809/2004 (the “Prospectus Directive Regulation”) and is given for the purpose of complying with thatrequirement and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company (the “Directors”) to prepare the Pro formafinancial information in accordance with Annex II items 1 to 6 of the Prospectus Directive Regulation.

It is our responsibility to form an opinion as to the proper compilation of the Pro forma financialinformation and to report that opinion to you in accordance with Annex II item 7 of the ProspectusDirective Regulation.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to theextent there provided, to the fullest extent permitted by law we do not assume any responsibility andwill not accept any liability to any other person for any loss suffered by any such other person as aresult of, arising out of, or in connection with this report or our statement, required by and given solelyfor the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation,consenting to its inclusion in the Prospectus.

138

In providing this opinion we are not updating or refreshing any reports or opinions previously made byus on any financial information used in the compilation of the Pro forma financial information, nor do weaccept responsibility for such reports or opinions beyond that owed to those to whom those reports oropinions were addressed by us at the dates of their issue.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by theAuditing Practices Board in the United Kingdom. The work that we performed for the purpose ofmaking this report, which involved no independent examination of any of the underlying financialinformation, consisted primarily of comparing the unadjusted financial information with the sourcedocuments, considering the evidence supporting the adjustments and discussing the Pro formafinancial information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considerednecessary in order to provide us with reasonable assurance that the Pro forma financial informationhas been properly compiled on the basis stated and that such basis is consistent with the accountingpolicies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practicesgenerally accepted in jurisdictions outside the United Kingdom, including the United States of America,and accordingly should not be relied upon as if it had been carried out in accordance with thosestandards or practices.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and

(b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of theProspectus and declare that we have taken all reasonable care to ensure that the informationcontained in this report is, to the best of our knowledge, in accordance with the facts and contains noomission likely to affect its import. This declaration is included in the Prospectus in compliance withAnnex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Deloitte LLPChartered Accountants

Deloitte LLP is a limited liability partnership registered in England and Wales with registered numberOC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom.Deloitte LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu Limited (“DTTL”), a UKprivate company limited by guarantee, whose member firms are legally separate and independententities. Please see www.deloitte.co.uk/about for a detailed description of the legal structure of DTTLand its member firms.

139

B) PRO FORMA FINANCIAL INFORMATION

UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

The following unaudited pro forma statement of net assets of the Group has been prepared to illustratethe effect of the Offer on the Group’s net assets as if the Offer had taken place on 31 December 2013.The pro forma financial information has been prepared on the basis set out in the notes below, inaccordance with Annex II to the Prospective Directive Regulation and in a manner consistent with theaccounting polices applied in preparing the Group’s historical financial information as set out in Part XII(Historical Financial Information). This unaudited pro forma statement of net assets has been preparedfor illustrative purposes only, and because of its nature, addresses a hypothetical situation and,therefore does not represent the Group’s actual financial position or results. It may not, therefore, givea true picture of the Group’s financial position or results nor is it indicative of the results that may, ormay not, be expected to be achieved in the future.

As at31 December

2013(Note 1)

AdjustmentsIPO

Proceeds(Note 2)

UnauditedPro Forma(Notes 3,4)

£‘000 £‘000 £‘000

Non-current assetsGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,245 — 10,245Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,424 — 3,424Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,481 — 5,481Investments in joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,353 — 7,353Investments in associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396 — 396Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 940 — 940

27,839 — 27,839

Current assetsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 743 — 743Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,872 — 3,872Current tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241 — 241Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,620 94,030 155,650

66,476 94,030 160,506

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,315 94,030 188,345

Current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,381) — (33,381)Current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,093) — (1,093)Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,982) — (3,982)

(38,456) — (38,456)

Net current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,020 94,030 122,050

Non-current liabilitiesDeferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (442) — (442)Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,212) — (1,212)Provisions for liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (101) — (101)Other long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (498) — (498)

(2,253) — (2,253)

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,709) — (40,709)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,606 94,030 147,636

Notes:(1) The financial information has been extracted from the historical financial information set out in Part XII (Historical Financial

Information).(2) The adjustment reflects an estimate of the proceeds of the Offer of £100.0 million, after deduction of estimated fees and

expenses of £6.0 million (which do not include £1.4 million of expenses that were charged to the income statement duringthe year ended 31 December 2013).

(3) The unaudited pro forma statement of net assets does not constitute financial statements within the meaning of section 434of the Companies Act.

(4) The unaudited pro forma statement of net assets does not reflect any trading results or other transactions undertaken by theGroup since 31 December 2013.

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Part XIV

DETAILS OF THE OFFER

1. THE OFFER

There are 138,502,501 Offer Shares available under the Offer comprising 38,461,538 New OrdinaryShares to be issued by the Company and 100,040,963 Existing Ordinary Shares (before any exerciseof the Over-allotment Option) to be sold by the Selling Shareholders. The Offer represents 24.6% ofthe Ordinary Shares of the Company assuming no exercise of the Over-allotment Option and 26.4%assuming exercise in full of the Over-allotment Option.

The Selling Shareholders are selling 100,040,963 Existing Ordinary Shares representing in aggregate19.9% of their combined holdings before any exercise of the Over-allotment Option.

38,461,538 New Ordinary Shares will be issued pursuant to the Offer. The Ordinary Shares other thanthe New Ordinary Shares will represent 93.2% of the total issued Ordinary Shares immediatelyfollowing Admission (including any Ordinary Shares issued pursuant to the Over-allotment Option).

Under the Offer, Ordinary Shares are being made available to certain institutional and professionalinvestors in the United Kingdom and elsewhere outside of the United States in reliance on RegulationS and in accordance with other applicable laws and in the United States only to persons reasonablybelieved to be QIBs in reliance on Rule 144A or another exemption from the registration requirementsof the Securities Act. Certain restrictions that apply to the distribution of this document and OrdinaryShares in certain jurisdictions are described in paragraph 9 of this Part XIV (Details of the Offer).

When admitted to trading, the Ordinary Shares will be registered with ISIN (International SecuritiesIdentifying Number) GB00BKX5CN86 and SEDOL (Stock Exchange Daily Official List) numberBKX5CN8.

The New Ordinary Shares being issued by the Company will, following Admission, rank pari passu inall respects with all Ordinary Shares then in issue in the issued ordinary share capital of the Company,including the right to receive all dividends and other distributions declared in respect of the OrdinaryShares after Admission. The Existing Ordinary Shares being sold by the Selling Shareholders will besold together with the right to receive all dividends and other distributions declared on the OrdinaryShares after Admission. The Ordinary Shares will be freely transferable under the Articles ofAssociation.

The Company intends to apply for admission to the Official List at a future date. At the date of thisdocument, the Company considers that the only requirement under the Listing Rules that it may beunable to meet, in order to satisfy the eligibility requirements for admission to the premium listingsegment of the Official List of the FCA, is the requirement under Listing Rule 6.1.19R that a sufficientnumber of the Company’s shares are distributed to the public in one or more EEA states. In the future,the Company anticipates that it will be able to meet the requirements of Listing Rule 6.1.19R as aresult of its current shareholders selling shares in the Company to members of the public in one ormore EEA states.

2. REASONS FOR THE OFFER AND USE OF PROCEEDS

The Directors believe that the Offer will provide additional capital to support the development andgrowth of JUST EAT and that Admission will enhance JUST EAT’s profile and increase JUST EAT’sbrand recognition and credibility. In addition, the Offer will create a market in the Ordinary Shares forexisting Shareholders and provide the Selling Shareholders with a partial realisation of their investmentin the Company.

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The Company expects to receive net proceeds of approximately £94.0 million, after estimatedexpenses of approximately £6.0 million (which do not include £1.4 million of expenses that werecharged to the income statement during the year ended 31 December 2013). The Selling Shareholdersexpect to receive net proceeds of approximately £249.5 million, after estimated total expenses ofapproximately £10.6 million.

The Company intends to use the net proceeds it receives from the Offer for general corporatepurposes, including to support growth in the business following Admission. In particular the Companyintends to seek opportunities to acquire complementary businesses within existing territories, toexpand into one or more additional territories or to acquire related technologies to support the growthof its core business. Until the Company uses the net proceeds of the Offer for a particular purpose, itintends to invest such proceeds in short term, interest bearing securities or similar deposits.

3. ALLOCATION AND PRICING

All Ordinary Shares made available pursuant to the Offer will be payable in full at the Offer Price. TheOffer Price and the number of Ordinary Shares allocated to investors under the Offer are expected tobe announced on 3 April.

Allocations under the Offer will be determined by the Joint Global Co-ordinators, following consultationwith the Company. The Offer Price will be determined by the Company and the Major SellingShareholders in consultation with the Joint Global Co-Ordinators. A number of factors will beconsidered in determining the Offer Price and the basis of allocation under the Offer, including the leveland nature of demand for Ordinary Shares and the objective of encouraging the development of anorderly after-market in the Ordinary Shares.

Upon accepting any allocation, prospective investors will be contractually committed to acquire thenumber of Ordinary Shares allocated to them at the Offer Price and, to the fullest extent permitted bylaw will be deemed to have agreed not to exercise any rights to rescind or terminate, or withdraw from,such commitment.

The rights attaching to the Ordinary Shares, including any Over-allotment Shares acquired pursuant tothe Over-allotment Option, will be uniform in all respects and the Ordinary Shares will form a singleclass for all purposes.

Each investor will be required to pay the Offer Price for the Ordinary Shares sold or issued to suchinvestor in such manner as shall be directed by the Joint Global Co-ordinators.

Liability for stamp duty and stamp duty reserve tax is described in Part XV (Taxation).

4. OVER ALLOTMENT AND STABILISATION

In connection with the Offer, Goldman Sachs, as stabilisation manager (the “Stabilisation Manager”)or its affiliates, may for stabilisation purposes (but will be under no obligation to), to the extentpermitted by applicable law, over-allot or effect other transactions with a view to supporting, stabilisingor maintaining the market price of the Ordinary Shares at a level higher than that which mightotherwise prevail in the open market. The Stabilisation Manager is not required to enter into suchtransactions and such transactions may be effected on the London Stock Exchange, in over-the-counter markets or otherwise. Such stabilising transactions, if commenced, may be discontinued at anytime without prior notice and may only be taken in the period of 30 days immediately followingcommencement of conditional dealings in the Ordinary Shares on the London Stock Exchange. Saveas required by law or regulation, neither the Stabilisation Manager nor any of its affiliates intends todisclose the extent of any over-allotments and/or stabilisation transactions conducted in connectionwith the Offer.

In connection with the Offer, the Selling Shareholders and the Company have granted to theStabilisation Manager an option (the “Over-allotment Option”) pursuant to which the StabilisationManager may require the Selling Shareholders to sell additional Ordinary Shares up to an aggregate of7.5% of the total number of Offer Shares (excluding such additional Ordinary Shares) at the Offer Priceto cover over-allotments, if any, made in connection with the Offer and to cover short positionsresulting from stabilisation transactions.

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In connection with settlement and stabilisation, the Stabilisation Manager has also entered into a stocklending agreement (the “Stock Lending Agreement”) with Index Ventures V (Jersey) LP pursuant towhich the Stabilisation Manager will be able to borrow up to 7.5% of the total number of Offer Shares(excluding the Ordinary Shares subject to the Over-allotment Option) on Admission for the purposes,amongst other things, of allowing the Stabilisation Manager to cover short positions resulting fromover-allotments, if any, made in connection with the Offer. If the Stabilisation Manager borrowsOrdinary Shares pursuant to the Stock Lending Agreement, it will be required to return equivalentsecurities to Index Ventures V (Jersey) LP by no later than the date that is three business days afterthe date which is 30 days after the date of the Stock Lending Agreement.

The Over-allotment Option is exercisable, in whole or in part, upon notice by the Stabilisation Managerto the Major Selling Shareholders at any time during the period commencing on the date ofcommencement of conditional dealings of the Ordinary Shares on the London Stock Exchange andending 30 days thereafter.

5. DEALING ARRANGEMENTS

It is expected that dealings in the Ordinary Shares will commence on a conditional basis on the LondonStock Exchange at 8.00am on 3 April 2014. The earliest date for settlement of such dealings will be8 April 2014. All dealings in the Ordinary Shares prior to the commencement of unconditional dealingswill be on a “when issued basis”, will be of no effect if Admission does not take place and suchdealings will be at the sole risk of the parties concerned.

Admission is expected to become effective, and unconditional dealings in the Ordinary Shares areexpected to commence on the London Stock Exchange, at 8.00am on 8 April 2014. It is expected thatOrdinary Shares allocated to investors will be delivered in uncertificated form and settlement will takeplace through CREST on 8 April 2014 or as soon thereafter as is practicable. Temporary documents oftitle will not be issued.

6. UNDERWRITING ARRANGEMENTS

The Company, the Directors, the Major Selling Shareholders and the Banks entered into theUnderwriting Agreement pursuant to which the Underwriters severally agreed, subject to certainconditions, to procure subscribers, or failing which subscribe themselves, for the Ordinary Shares to beissued by the Company pursuant to the Offer at the Offer Price and to procure purchasers of, or failingwhich purchase themselves, the Ordinary Shares being sold by such Major Selling Shareholderspursuant to the Offer. Each of the Selling Shareholders (other than the Major Selling Shareholders)entered into separate Deeds of Election in connection with the underwriting arrangements.

The Underwriting Agreement provides that the obligations of the Underwriters are conditional upon thesatisfaction of certain conditions, including Admission occurring by no later than 8.00am on8 April 2014 or such later time and/or date as the Company, the Major Selling Shareholders and theUnderwriters may agree (not being later than 30 June 2014).

Further details of the terms of the Underwriting Agreement and the Deeds of Election are set out inparagraph 20.1 of Part XVI (Additional Information).

7. LOCK-UP ARRANGEMENTS

Pursuant to the Underwriting Agreement and the Deeds of Election, the Company, the Major SellingShareholders, the Directors and the Senior Managers who are selling Ordinary Shares in connectionwith the Offer have each undertaken, subject to certain exceptions, that they will be subject to certainlock-up arrangements and that they will not otherwise, as applicable, directly or indirectly, issue, offer,lend, assign, charge or grant any option, right or warrant to acquire or otherwise dispose of anyOrdinary Shares (or any interest therein or in respect thereof).

Further details of the lock-up arrangements are set out in paragraph 20.2 of Part XVI (AdditionalInformation).

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8. CREST

CREST is a paperless settlement system enabling securities to be transferred and held by electronicmeans rather than by a certificate or written instrument. The system is designed to reduce the costs ofsettlement, and facilitate the processing of settlement and the updating of registers, through anelectronic settlement system. Ordinary Shares held by the Company’s shareholders in CREST will bein electronic form and evidence of title to Ordinary Shares will be established on an electronic registermaintained by the Registrar which can only be altered by an electronic instruction sent throughCREST. It will be possible for shareholders in CREST to transfer their Ordinary Shares withoutexecuting written stock transfer forms.

On Admission, the Articles of Association will permit the holding of Ordinary Shares through theCREST system. The Company has applied for the Ordinary Shares to be admitted to CREST witheffect from Admission. Accordingly, settlement of transactions in the Ordinary Shares followingAdmission may take place within the CREST system if any shareholder so wishes. CREST is avoluntary system and holders of Ordinary Shares who wish to receive and retain share certificates willbe able to do so. An investor applying for Ordinary Shares under the Offer may, however, elect toreceive Ordinary Shares in uncertificated form if such investor is a system-member (as defined in theCREST Regulations) in relation to CREST.

9. Selling Restrictions

9.1 European Economic Area

In relation to each member state of the European Economic Area which has implemented theProspectus Directive (each, a “Relevant Member State”), no Ordinary Shares have been offered orwill be offered pursuant to the Offer to the public in that Relevant Member State prior to the publicationof a prospectus in relation to the Ordinary Shares which has been approved by the competent authorityin that Relevant Member State, or, where appropriate, approved in another Relevant Member Stateand notified to the competent authority in that Relevant Member State, all in accordance with theProspectus Directive, except that offers of Ordinary Shares to the public may be made at any timeunder the following exemptions under the Prospectus Directive, if they are implemented in thatRelevant Member State:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 150, or, if the Relevant Member State has not implemented the relevantprovision of the Prospectus Directive, 100 natural or legal persons (other than qualifiedinvestors as defined in the Prospectus Directive) in such Relevant Member State subject tothe consent of the Joint Global Co-ordinators having been obtained; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for the publication of aprospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing theProspectus Directive in a Relevant Member State and each person who initially acquires any OrdinaryShares or to whom any offer is made under the Offer will be deemed to have represented,acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of theProspectus Directive.

For the purposes of this provision, the expression “offer to the public” in relation to any offer of OrdinaryShares in any Relevant Member State means a communication in any form and by any meanspresenting sufficient information on the terms of the offer and any Ordinary Shares to be offered so asto enable an investor to decide to purchase or subscribe for the Ordinary Shares, as the same may bevaried in that Relevant Member State by any measure implementing the Prospectus Directive in thatRelevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (asamended), to the extent implemented in the Relevant Member State and includes any relevantimplementing measure in each Relevant Member State.

The distribution of this document in other jurisdictions may be restricted by law and therefore personsinto whose possession this document comes should inform themselves about and observe any suchrestrictions.

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9.2 United Kingdom

In the United Kingdom this document is being distributed to, and is directed only at, qualified investors(as defined in the Prospectus Directive) who are also (i) persons having professional experience inmatters relating to investments falling within the definition “investment professionals” in Article 19(5) ofThe Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the“Order”) or (ii) high net worth bodies corporate, unincorporated associations and partnerships andtrustees of high value trusts as described in Article 49(2) of the Order, and other persons to whom itmay lawfully be communicated. Any investment or investment activity to which this communicationrelates is only available to and will only be engaged in with such persons and persons within the UnitedKingdom who receive this document (other than persons falling within (i) and (ii) above) should not relyon or act upon this document.

9.3 United States

The Ordinary Shares have not been and will not be registered under the Securities Act, or with anysecurities regulatory authority of any state or other jurisdiction of the United States, and may not beoffered, sold, resold, pledged, delivered, distributed or transferred directly or indirectly, in the UnitedStates except pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and in compliance with any applicable securities laws of any state orother jurisdiction of the United States.

The Offer Shares are being offered and sold (i) outside the United States in reliance on Regulation Sand (ii) in the United States only to persons reasonably believed to be QIBs in reliance on Rule 144Aor another exemption from the registration requirements of the Securities Act.

In addition, until 40 days after the commencement of the offering of the Offer Shares, an offer or saleof Offer Shares in the United States by any dealer (whether or not participating in the offering) mayviolate the registration requirements of the Securities Act if such offer or sale is made otherwise than inaccordance with Rule 144A.

9.4 Canada

The offer and sale of Ordinary Shares in Canada will only be made in the Provinces of Ontario andQuébec or to residents thereof and not in, or to the residents of, any other Province or Territory ofCanada. Such offer and sales will be made only under exemptions from the requirement to file aprospectus with the Ontario Securities Commission and/or the Authorité des marches financiers andwill be made only by authorised dealer representatives of the dealers that are properly registered underthe laws of the Provinces of Ontario and/or Québec or, alternatively, are entitled to rely on exemptionsfrom the dealer registration requirements in the Provinces of Onterio and/or Québec.

10. Terms and conditions of the Offer

10.1 Introduction

Each investor who applies to subscribe for the Offer Shares will be bound by these terms andconditions:

10.2 Agreement to acquire the Offer Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on or prior to 8 April 2014(or such later time and/or date as the Company and the Joint Global Co-ordinators may agree (notbeing later than 30 June 2014)) and (ii) the investor being allocated Offer Shares, an investor who hasapplied for Offer Shares agrees to acquire those Offer Shares allocated to it by the Joint Global Co-ordinators (such number of Offer Shares not to exceed the number applied for by such Investor) at theOffer Price. To the fullest extent permitted by law, each investor acknowledges and agrees that it willnot be entitled to exercise any remedy of rescission at any time. This does not affect any other rightsan investor may have. Each such investor is deemed to acknowledge receipt and understanding of thisdocument and in particular the risk and investment warnings contained in this document.

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10.3 Payment for the Offer Shares

Each investor must pay the Offer Price for the Offer Shares issued to the investor in the mannerdirected by the Joint Global Co-ordinators.

If any investor fails to pay as so directed by the Joint Global Co-ordinators, the relevant investor’sapplication for Offer Shares may be rejected.

If Admission does not occur, subscription monies will be returned without interest at the risk of theapplicant.

10.4 Representations, warranties, undertakings, agreements and acknowledgements

Each investor and, in the case of paragraph l) below, a person who agrees on behalf of an investor, topurchase Offer Shares under the Offer and/or who authorises any of the Underwriters to notify theinvestor’s name to the Registrar, will be deemed to represent, warrant, undertake, agree andacknowledge to the Underwriters, the Registrar and the Company that:

a) in agreeing to purchase Offer Shares, the investor is relying solely on this document, anysupplementary prospectus and any regulatory announcement issued by or on behalf of theCompany on or after the date hereof and prior to Admission, and not on any other information orrepresentation concerning the Company, the Selling Shareholders or the Offer. The investoragrees that none of the Company, the Underwriters or the Registrar nor any of their respectiveofficers or directors will have any liability for any other information or representation. The investorirrevocably and unconditionally waives any rights it may have in respect of any other information orrepresentation;

b) the content of this document is exclusively the responsibility of the Company and the Directors andnone of the Underwriters, the Registrar nor any person acting on their behalf nor any of theirrespective affiliates is responsible for or shall have any liability for any information, representation orstatement contained in this document or any information published by or on behalf of the Company,and none of the Underwriters, the Registrar nor any person acting on their behalf nor any of theirrespective affiliates will be liable for any decision by an investor to participate in the Offer based onany information, representation or statement contained in this document or otherwise;

c) it has not relied on any information given or representations, warranties or statements made by theCompany, the Directors, the Selling Shareholders, any of the Underwriters, the Registrar or anyother person in connection with the Offer other than information contained in this document and/orany supplementary prospectus or regulatory announcement issued by or on behalf of theCompany on or after the date hereof and prior to Admission. The investor irrevocably andunconditionally waives any rights it may have in respect of any other information or representation;

d) none of the Underwriters are making any recommendations to the investor or advising it regardingthe suitability or merits of any transaction it may enter into in connection with the Offer, and theinvestor acknowledges that participation in the Offer is on the basis that it is not and will not be aclient of any of the Underwriters and that the Underwriters are acting for the Company and no oneelse in connection with the Offer, and will not be responsible to anyone other than their respectiveclients for the protections afforded to their respective clients, nor for providing advice in relation tothe Offer, the contents of this document or any transaction, arrangements or other mattersreferred to herein, or in respect of any representations, warranties, undertakings or indemnitiescontained in the Underwriting Agreement or for the exercise or performance of any of theUnderwriters’ rights and obligations under the Underwriting Agreement, including any right towaive or vary any condition or exercise any termination right contained therein;

e) if the investor is in the United Kingdom, it is a qualified investor as defined in the ProspectusDirective and also: (a) a person having professional experience in matters relating to investmentswho falls within the definition of “investment professionals” in Article 19(5) of the Order; or (b) ahigh net worth body corporate, unincorporated association or partnership or trustee of a high valuetrust as described in Article 49(2) of the Order, or is otherwise a person to whom an invitation orinducement to engage in investment activity may be communicated without contravening section21 of FSMA;

f) if the investor is in any EEA State which has implemented the Prospectus Directive, it is: (i) a legalentity which is a qualified investor as defined in the Prospectus Directive; or (ii) a legal entity whichis otherwise permitted by law to be offered and issued New Ordinary Shares in circumstances

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which do not require the publication by the Company of a prospectus pursuant to Article 3 of theProspectus Directive or other applicable laws. If the Investor purchases Offer Shares as a financialintermediary, as that term is used in Article 3(2) of the Prospectus Directive, it further represents,warrants and undertakes that: (y) the Ordinary Shares have not been and will not be acquired onbehalf of, nor have they been nor will they be acquired with a view to their offer or resale to,persons in any EEA State other than qualified investors, as that term is defined in the ProspectusDirective; and (z) where New Ordinary Shares have been acquired by it on behalf of persons in anEEA State other than qualified investors, the offer of those Offer Shares to it is not treated underthe Prospectus Directive as having been made to such persons;

g) the Ordinary Shares have not been and will not be registered under the Securities Act, or with anysecurities regulatory authority of any state of the United States, and may not be offered or sold,directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act and in compliance with any applicable securitieslaws of any state of the United States;

h) if the investor is outside the United States, the investor (i) is acquiring the Offer Shares in an“offshore transaction” (as defined in Regulation S) meeting the requirements of Regulation S,(ii) will not offer, sell or otherwise transfer any Offer Shares except in accordance with theSecurities Act and any applicable securities laws of any state of the United States, and(iii) acknowledges that the Company may not recognise any offer, sale or other transfer of theOffer Shares made other than in compliance with the above-mentioned restrictions;

i) if the investor is in the United States, the investor (i) is a QIB acquiring Offer Shares for its ownaccount, or for the account of one or more QIBs with respect to whom it has the authority to make,and does make, the representations, warranties, undertakings, agreements andacknowledgements set forth herein, (ii) is acquiring Offer Shares for investment purposes and notwith a view to any further distribution of such Offer Shares, (iii) is aware and each beneficial ownerof such Offer Shares has been advised that the offer and sale of the Offer Shares to it is beingmade in reliance on Rule 144A or another exemption from the registration requirements of theSecurities Act, (iv) is aware that the Offer Shares are being offered in the United States in atransaction not involving any public offering in the United States within the meaning of theSecurities Act, (v) will not offer, sell or otherwise transfer any Offer Shares except (A) to a personwhom it and any person acting on its behalf reasonably believes is a QIB purchasing for its ownaccount or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (B) inan “offshore transaction” meeting the requirements of Rule 903 or Rule 904 of Regulation S,(C) pursuant to an exemption from registration under the Securities Act provided by Rule 144thereunder (if available) or (D) pursuant to an effective registration statement under the SecuritiesAct and, in each case, in accordance with any applicable securities laws of any state of the UnitedStates, (vi) acknowledges the Offer Shares are “restricted securities” within the meaning of Rule144(a)(3) under the Securities Act and that no representation is made as to the availability of theexemption provided by Rule 144 for resales of Offer Shares, (vii) will not deposit or cause to bedeposited any Offer Shares into any unrestricted depositary receipt facility established ormaintained by a depositary bank so long as such Offer Shares are “restricted securities” within themeaning of Rule 144(a)(3) under the Securities Act, (viii) acknowledges that the Company may notrecognise any offer, sale or other transfer of the Offer Shares made other than in compliance withthe above-stated restrictions, and (ix) acknowledges that the Offer Shares (to the extent they arein certificated form), unless otherwise determined by the Company in accordance with applicablelaw, will bear a legend substantially to the following effect:

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANYSECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES ANDMAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSONWHO THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES ISA QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THESECURITIES ACT (A “QIB”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTOF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN AN“OFFSHORE TRANSACTION” MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO AN EXEMPTIONFROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144THEREUNDER (IF AVAILABLE) OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION

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STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITHANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NOREPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTIONPROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR THE RESALE OF THISSECURITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THISSECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPTFACILITY IN RESPECT OF SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARYBANK;

j) it has complied with its obligations in connection with money laundering and terrorist financingunder the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money LaunderingRegulations 2003, and applicable legislation in any other jurisdiction (together, the “MoneyLaundering Regulations”) and, if it is making payment on behalf of a third party, it has obtainedand recorded satisfactory evidence to verify the identity of the third party as required by the MoneyLaundering Regulations;

k) it is entitled to purchase the Offer Shares under the laws of all relevant jurisdictions which apply to it;it has fully observed such laws and obtained all governmental and other consents which may berequired under such laws and complied with all necessary formalities; it has paid all issue, transfer orother taxes due in connection with its acceptance in any jurisdiction; and it has not taken any actionor omitted to take any action which will or may result in any of the Underwriters, the Company, theSelling Shareholders, the Registrar or any of their respective directors, officers, agents, employeesor advisers acting in breach of the legal and regulatory requirements of any jurisdiction in connectionwith the Offer or, if applicable, its acceptance of or participation in the Offer;

l) in the case of a person who agrees on behalf of an investor, to purchase Offer Shares under theOffer and/or who authorises any of the Underwriters to notify the investor’s name to the Registrar,that person represents and warrants that he has authority to do so on behalf of the investor; and

m) it will pay to the Underwriters (or as they may direct) any amounts due from it in accordance withthis document on the due time and date set out herein;

The Company, the Selling Shareholders and each of the Underwriters will rely upon the truth andaccuracy of the foregoing representations, warranties, undertakings, agreements andacknowledgements. If any of the foregoing representations, warranties, undertakings, agreements andacknowledgements are no longer accurate or have not been complied with, the investor shall promptlynotify the Company.

10.5 Miscellaneous

The rights and remedies of each of the Joint Global Co-ordinators, the Company, the SellingShareholders and the Registrar under these terms and conditions are in addition to any rights andremedies which would otherwise be available to each of them and the exercise or partial exercise ofone will not prevent the exercise of others.

On application, if an investor is a discretionary fund manager, that investor may be asked to disclose inwriting or orally to the Joint Global Co-ordinators the jurisdictions in which its funds are managed or owned.

All documents will be sent at the investor’s risk. They may be sent by post to such investor at anaddress notified to the Joint Global Co-ordinators.

The contract to purchase Offer Shares, the appointments and authorities mentioned herein and therepresentations, warranties and undertakings set out herein will be governed by, and construed inaccordance with, English law. For the exclusive benefit of the Joint Global Co-ordinators, theCompany, the Selling Shareholders and the Registrar, each investor irrevocably submits to theexclusive jurisdiction of the English courts in respect of these matters. This does not prevent an actionbeing taken against an Investor in any other jurisdiction.

In the case of a joint agreement to purchase Offer Shares, references to an “investor” in these termsand conditions are to each of the investors who are a party to that joint agreement and their liability isjoint and several.

Each of the Joint Global Co-ordinators and the Company expressly reserves the right to modify theterms of the Offer (including, without limitation, its timetable and settlement) at any time before closing.

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Part XV

TAXATION

1. UK TAXATION

The following paragraphs are intended as a general guide only and are based on current law and HMRevenue and Customs practice (which is subject to change and possibly with retrospective effect) asat the date of this document and are not exhaustive. They summarise the position of Shareholders who(unless the position of non-resident Shareholders is expressly referred to) are resident and domiciled inthe United Kingdom for tax purposes, who are the absolute beneficial owners of their Shares and whohold their Shares as an investment. The discussion below addresses UK tax only, and does notaddress all possible tax consequences relating to an investment in shares. Certain Shareholders, suchas dealers in securities, those that are exempt from taxation, employees and officers of the Company(or a connected company), insurance companies, and collective investment vehicles may be taxeddifferently and are not considered.

If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside theUnited Kingdom, you should consult an appropriate professional adviser before taking any actions.

1.1 Dividends

Under current law, no United Kingdom tax will be withheld by the Company when it pays a dividend.

A UK resident individual Shareholder who receives a dividend from the Company will be entitled to atax credit, currently at the rate of 1/9th of the cash dividend paid (which is equivalent to 10% of thegross dividend, being the cash dividend received plus the related tax credit). The individual is treatedas receiving for UK tax purposes the gross dividend. The tax credit is then set against the individual’stax liability on the gross dividend.

A UK resident individual Shareholder who is a basic rate taxpayer will be liable to UK income tax onthe receipt of the gross dividend at the rate of 10%. The tax credit will be set against this tax liabilityand as a result, such a shareholder will have no further income tax liability in respect of the dividend.

A UK resident individual Shareholder who is a higher rate taxpayer will be liable to UK income tax onthe gross dividend at the rate of 32.5% to the extent that such gross dividend when treated as the topslice of the Shareholder’s income falls above the threshold for higher rate income tax. After takingaccount of the tax credit, this equates to an effective tax rate of 25% on the cash dividend. Forexample, a cash dividend of £80 will carry a tax credit of £8.89. The UK income tax payable by ahigher rate taxpayer would be 32.5% of £88.89, namely £28.89, less the tax credit of £8.89, leaving anet tax liability of £20.

A UK resident individual Shareholder who is an additional rate taxpayer will be liable to UK income taxon the gross dividend at a rate of 37.5% to the extent that such gross dividend when treated as the topslice of the Shareholder’s income falls above the threshold for additional rate income tax. After takinginto account the tax credit, the effective tax rate is therefore 30.56% of the cash dividend. For examplea cash dividend of £80 will carry a tax credit of 8.89. The UK income tax payable by an additional ratetaxpayer (after 6 April 2013) would be 37.5% of £88.89, namely £33.34 less the tax credit of £8.89,leaving a net tax liability of £24.45.

UK resident Shareholders who are not liable to UK income tax or whose liability to UK income tax onthe dividend and related tax credit is less than the tax credit (including pension funds, charities andcertain individuals) are not entitled to claim repayment of any part of the tax credit associated with thedividend from HM Revenue and Customs.

UK resident corporate Shareholders which are “small companies” (for the purposes of UK taxation ofdividends) will not generally expect to be subject to UK corporation tax on dividends from theCompany. Other UK resident corporate Shareholders will not generally be subject to UK corporationtax on dividends received from the Company as long as the dividends fall within an one of a number ofstatutory exemptions. Examples of dividends that fall within an exemption are dividends paid on sharesthat are ‘ordinary share capital’ for UK tax purposes and are not redeemable and dividends paid to aperson holding less than 10% of the issued share capital of the payer (or any class of that sharecapital) and who is entitled to (i) less than 10% of the profits available for distribution to holders of theissued share capital (or the relevant class of share capital) of the payer and (ii) would be entitled on awinding up to less than 10% of the assets of the Company available for distribution to holders of theissued share capital (or the relevant class of share capital) of the payer.

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Non-UK resident individual Shareholders will not generally be subject to UK tax on any dividendsreceived by the Company. Whether a Shareholder who is not resident in the United Kingdom for taxpurposes is entitled to a tax credit in respect of dividends paid by the Company and to claim paymentof any part of the tax credit will depend, in general, on the provisions of any double taxation conventionwhich exists between the Shareholder’s country of residence and the United Kingdom. A non-UKresident Shareholder may also be subject to foreign taxation on dividend income under their local law.

1.2 Taxation of Chargeable Gains

A disposal of Shares by a Shareholder who is resident in the United Kingdom may, subject to theShareholder’s circumstances and any available exemption or relief, give rise to a chargeable gain (orallowable loss) for the purposes of UK taxation of chargeable gains.

For UK resident corporate Shareholders within the charge to UK corporation tax on chargeable gains,indexation allowance should be available to reduce the amount of chargeable gain realised on adisposal of Shares (but not to create or increase any loss). A UK resident individual will, subject to anyexemption or relief, generally be liable to pay UK capital gains tax on any gains above the annualexempt amount at a rate of 18% or 28% depending on the total amount of the individual’s taxableincome. Trustees and personal representatives pay UK capital gains tax at 28%. UK resident individualshareholders who are basic rate taxpayers will, subject to any exemption or relief, be liable to UKcapital gains tax at a rate of 18% on any gains over the annual exempt amount until the combined totalof their income and capital exceeds the higher rate threshold; thereafter, gains are taxed at 28%. UKresident individual Shareholders who are higher or additional rate taxpayers will, subject to anyexemption or relief be liable to UK capital gains tax at a rate of 28% on any gains in excess of theannual exempt amount.

A Shareholder who is not UK resident will not be subject to UK tax on a gain arising on a disposal ofShares unless (i) the Shareholder carries on a trade, profession or vocation in the United Kingdomthrough a branch, agency or permanent establishment and, broadly, holds the Shares for the purposesof the trade, profession, vocation, branch, agency or permanent establishment or (ii) the Shareholderfalls within the anti-avoidance rules applying to individuals who are temporarily not resident orordinarily resident in the United Kingdom.

1.3 Inheritance Tax

The Shares will be assets situated in the UK for the purposes of UK inheritance tax. A gift of suchassets by an individual shareholder, or the death of an individual shareholder, may give rise to aliability to UK inheritance tax depending upon the shareholder’s circumstances and subject to anyavailable exemption or relief. A transfer of Shares at less than market value may be treated forinheritance tax purposes as a gift of the Shares. Special rules apply to close companies, (as to which,see section 1.5 below) and to trustees of certain settlements who hold Shares and such rules maybring them within the charge to inheritance tax. The inheritance tax rules are complex andShareholders should consult an appropriate professional adviser in any case where those rules may berelevant, particularly in (but not limited to) cases where Shareholders intend to make a gift of Shares,to transfer Ordinary Shares at less than market value or to hold Ordinary Shares through a company ortrust arrangement.

1.4 Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

No UK stamp duty or SDRT will be payable by Shareholders on the allotment, issue or registration ofShares.

Any subsequent conveyance or transfer on sale of Shares will usually be subject to UK stamp duty, atthe rate of 0.5% (rounded up to the nearest multiple of £5) of the amount or value of the considerationpaid. Stamp duty is normally paid by the purchaser. A charge to SDRT at the rate of 0.5% of theamount or value of the consideration paid will arise in relation to an unconditional agreement to transferShares. SDRT is normally a liability of the purchaser. However, if within six years of the date of theagreement (or, if the agreement was conditional, the date on which the agreement becameunconditional) a share transfer is executed pursuant to the agreement and is duly stamped (unlesscertified as exempt), the stamping of the transfer will normally cancel the SDRT liability. Any SDRTalready paid will be refunded.

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A transfer of Shares effected on a paperless basis through CREST will generally be subject to SDRT atthe rate of 0.5% of the amount or value of the consideration paid. Euroclear UK & Ireland Limited(Euroclear) will collect SDRT on relevant transactions settled through CREST and will account for theSDRT to HM Revenue and Customs.

There will be no UK stamp duty or SDRT on a transfer of Shares into or out of CREST where such atransfer is made for no consideration.

UK domestic law provides that where Shares are transferred to issuers of depositary receipts orproviders of clearance services (or their nominees or agents) UK stamp duty or SDRT may be payable,broadly, at the higher rate of 1.5% of the amount or value of the consideration payable or, in certaincircumstances, 1.5% of the value of the Shares (rounded up to the nearest multiple of £5 in the case ofstamp duty). Following a decision of the European Court of Justice (in HSBC Holdings plc and VidacosNominees Ltd v HMRC (Case C-569/07)) and the First tier Tribunal in HSBC Holdings plc and theBank of New York Mellon Corporation v HMRC ([2012] UK FTT 163) HM Revenue and Customs hasconfirmed that it will not seek to apply the 1.5% SDRT charge where new shares are issued into an EUor non EU depositary receipt system or clearance system.

Special rules apply to agreements made by market intermediaries and to certain sale and repurchaseand stock borrowing arrangements. Charities are exempt from UK stamp duty and SDRT on theacquisition of shares.

1.5 Close Companies

The Company may, before and after the Offer, be a close company within the meaning of Part 10 ofthe Corporation Tax Act 2010. As a result, certain transactions entered into by the Company or othermembers of the Group may have certain tax implications for shareholders in the Company.Shareholders should consult their own professional advisers on the potential impact of the closecompany rules.

One potential implication is that transfers of value by the Company, or any of the companies in which itowns (directly or indirectly) shares or certain other rights, may, in certain circumstances and subject toapplicable exemptions, be attributed to and so give rise to inheritance tax for individual Shareholderswho are domiciled or deemed to be domiciled in the UK and hold 5% or more of the Ordinary Shares,or for Shareholders whose estate is increased by the transfer.

In addition, certain transfers at an undervalue by the Company or certain members of the Group mayresult in a reduction in the chargeable gains tax base cost of the shares for certain Shareholders.

2. CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS AREHEREBY NOTIFIED THAT (A) ANY DISCUSSION OF US FEDERAL TAX ISSUES IN THISPROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BERELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BEIMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION ISINCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION ORMARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THETRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEKADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAXADVISER.

The following is a summary of certain US federal income tax consequences of the acquisition,ownership and disposition of Offer Shares by a US Holder (as defined below). This summary dealsonly with initial purchasers of Offer Shares that are US Holders and that will hold the Offer Shares ascapital assets. The discussion does not cover all aspects of US federal income taxation that may berelevant to, or the actual tax effect that any of the matters described herein will have on, theacquisition, ownership or disposition of Offer Shares by particular investors, and does not addressstate, local, non-US or other tax laws. This summary also does not address tax considerationsapplicable to investors that own (directly or indirectly) 10% or more of the voting stock of the Company,

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nor does this summary discuss all of the tax considerations that may be relevant to certain types ofinvestors subject to special treatment under the US federal income tax laws (such as financialinstitutions, insurance companies, investors liable for the alternative minimum tax or net investmentincome tax, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations,dealers in securities or currencies, investors that will hold the Offer Shares as part of straddles,hedging transactions or conversion transactions for US federal income tax purposes or investorswhose functional currency is not the US dollar).

As used herein, the term “US Holder” means a beneficial owner of Offer Shares that is, for US federalincome tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation createdor organised under the laws of the United States or any State thereof, (iii) an estate the income ofwhich is subject to US federal income tax without regard to its source, or (iv) a trust if a court within theUnited States is able to exercise primary supervision over the administration of the trust and one ormore US persons have the authority to control all substantial decisions of the trust, or the trust hasvalidly elected to be treated as a domestic trust for US federal income tax purposes.

The US federal income tax treatment of a partner in an entity treated as a partnership for US federalincome tax purposes that holds Offer Shares will depend on the status of the partner and the activitiesof the partnership. Prospective purchasers that are entities treated as partnerships for US federalincome tax purposes should consult their tax advisers concerning the US federal income taxconsequences to their partners of the acquisition, ownership and disposition of Offer Shares by thepartnership.

The summary assumes that the Company will not be a passive foreign investment company (a “PFIC”)for US federal income tax purposes for the current taxable year, which the Company believes will bethe case. The Company’s possible status as a PFIC must be determined annually and therefore maybe subject to change. If the Company were to be a PFIC in any year, materially adverse consequencescould result for US Holders.

This summary is based on the tax laws of the United States, including the Internal Revenue Code of1986, as amended, its legislative history, existing and proposed regulations thereunder, publishedrulings and court decisions, as well as on the income tax treaty between the United States and theUnited Kingdom (the “Treaty”), all as of the date hereof and all subject to change at any time, possiblywith retroactive effect.

THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FORGENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIRTAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING,OWNING, AND DISPOSING OF THE OFFER SHARES, INCLUDING THE APPLICABILITY ANDEFFECT OF STATE, LOCAL, NON-US AND OTHER TAX LAWS AND POSSIBLE CHANGES INTAX LAW.

2.1 Dividends

General

Distributions paid by the Company out of current or accumulated earnings and profits (as determinedfor US federal income tax purposes) will generally be taxable to a US Holder as foreign sourcedividend income, and will not be eligible for the dividends received deduction allowed to corporations.Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxablereturn of capital to the extent of the US Holder’s basis in the Offer Shares and thereafter as capitalgain. However, the Company does not maintain calculations of its earnings and profits in accordancewith US federal income tax accounting principles. US Holders should therefore assume that anydistribution by the Company with respect to Offer Shares will be reported as ordinary dividend income.US Holders should consult their own tax advisers with respect to the appropriate US federal income taxtreatment of any distribution received from the Company.

Dividends paid by the Company will generally be taxable to a non-corporate US Holder at the specialreduced rate normally applicable to long-term capital gains, provided the Company qualifies for thebenefits of the Treaty which the company believes to be the case. A US Holder will be eligible for this

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reduced rate only if it has held the Offer Shares for more than 60 days during the 121-day periodbeginning 60 before the ex-dividend date. A US Holder will not be able to claim the reduced rate ondividends received from the Company if the Company is treated as a PFIC in the taxable year in whichthe dividends are received or in the preceding taxable year. See “Passive Foreign InvestmentCompany Considerations” below.

Prospective purchasers should consult their tax advisers concerning the applicability of the foreign taxcredit and source of income rules to dividends on the Offer Shares.

Foreign Currency Dividends

Dividends paid in pounds sterling will be included in income in a US dollar amount calculated byreference to the exchange rate in effect on the day the dividends are received by the US Holder,regardless of whether the pounds sterling are converted into US dollars at that time. If dividendsreceived in pounds sterling are converted into US dollars on the day they are received, the US Holdergenerally will not be required to recognise foreign currency gain or loss in respect of the dividendincome.

2.2 Sale or other Disposition

Upon a sale or other disposition of Offer Shares, a US Holder generally will recognise US sourcecapital gain or loss for US federal income tax purposes equal to the difference, if any, between theamount realised on the sale or other disposition and the US Holder’s adjusted tax basis in the OfferShares. This capital gain or loss will be long-term capital gain or loss if the US Holder’s holding periodin the Offer Shares exceeds one year. However, regardless of a US Holder’s actual holding period, anyloss may be long-term capital loss to the extent the US Holder receives a dividend that qualifies for thereduced rate described above under “Dividends-General”, and exceeds 10% of the US Holder’s basisin its Offer Shares.

A US Holder’s tax basis in an Offer Share will generally be its US dollar cost. The US dollar cost of anOffer Share purchased with foreign currency will generally be the US dollar value of the purchase priceon the date of purchase, or the settlement date for the purchase, in the case of Offer Shares traded onan established securities market, within the meaning of the applicable Treasury Regulations, that arepurchased by a cash basis US Holder (or an accrual basis US Holder that so elects). Such an electionby an accrual basis US Holder must be applied consistently from year to year and cannot be revokedwithout the consent of the Internal Revenue Service (“IRS”). The amount realised on a sale or otherdisposition of Offer Shares for an amount in foreign currency will generally be the US dollar value ofthis amount on the date of sale or disposition. On the settlement date, the US Holder will generallyrecognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to thedifference (if any) between the US dollar value of the amount received based on the exchange rates ineffect on the date of sale or other disposition and the settlement date. However, in the case of OfferShares traded on an established securities market that are sold by a cash basis US Holder (or anaccrual basis US Holder that so elects), the amount realised will be based on the exchange rate ineffect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

2.3 Disposition of Foreign Currency

Foreign currency received on the sale or other disposition of an Offer Share will have a tax basis equalto its US dollar value on the settlement date. Foreign currency that is purchased will generally have atax basis equal to the US dollar value of the foreign currency on the date of purchase. Any gain or lossrecognised on a sale or other disposition of a foreign currency (including its use to purchase OfferShares or upon exchange for US dollars) will be US source ordinary income or loss.

2.4 Passive Foreign Investment Company Considerations

A foreign corporation will be a PFIC in any taxable year in which, after taking into account the incomeand assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,”either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average valueof its assets is attributable to assets which produce passive income or are held for the production ofpassive income. The Company does not believe that it should be treated as a PFIC for US federal

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income tax purposes for the preceding taxable year, does not believe that it will be treated as a PFICfor the current taxable year and does not expect to become a PFIC in any subsequent year but theCompany’s possible status as a PFIC must be determined annually and therefore may be subject tochange. This determination will depend in part on whether the Company continues to earn substantialamounts of operating income, as well as on the market valuation of the Company’s assets and theCompany’s spending schedule for its cash balances and the proceeds of the Offer. If the Companywere to be treated as a PFIC, US Holders of Offer Shares would be required (i) to pay a special USaddition to tax on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale ofOffer Shares at ordinary income (rather than capital gains) rates in addition to paying the specialaddition to tax on this gain. Additionally, dividends paid by the Company would not be eligible for thespecial reduced rate of tax described above under “Dividends-General”. Prospective purchasersshould consult their tax advisers regarding the potential application of the PFIC regime.

2.5 Backup Withholding and Information Reporting

Payments of dividends and other proceeds with respect to Offer Shares, by a US paying agent or otherUS intermediary will be reported to the IRS and to the US Holder as may be required under applicableregulations. Backup withholding may apply to these payments if the US Holder fails to provide anaccurate taxpayer identification number or certification of exempt status or fails to report all interest anddividends required to be shown on its US federal income tax returns. Certain US Holders are notsubject to backup withholding. US Holders should consult their tax advisers as to their qualification forexemption from backup withholding and the procedure for obtaining an exemption.

2.6 Foreign Financial Asset Reporting

US Holders are subject to reporting requirements on the holding of certain foreign financial assets,including equity of foreign entities, if the aggregate value of all of these assets exceeds $50,000 at theend of the taxable year or $75,000 at any time during the taxable year. The thresholds are higher forindividuals living outside of the United States and married couples filing jointly. The Offer Shares areexpected to constitute foreign financial assets subject to these requirements unless the Offer Sharesare held in an account at a financial institution (in which case the account may be reportable ifmaintained by a foreign financial institution). US Holders should consult their tax advisors regarding theapplication of the rules relating to foreign financial asset reporting.

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Part XVI

ADDITIONAL INFORMATION

1. RESPONSIBILITY

The Company and the Directors, whose names appear in paragraph 1 of Part VIII (Directors, SeniorManagers and Corporate Governance), accept responsibility for the information contained in thisdocument. To the best of the knowledge of the Company and the Directors (who have taken allreasonable care to ensure that such is the case), the information contained in this document is inaccordance with the facts and does not omit anything likely to affect the import of such information.

2. INCORPORATION AND REGISTERED OFFICE

The Company was incorporated and registered in England and Wales on 30 June 2009 as a privatecompany limited by shares with the name Just-Eat Group Holdings Limited and the registered number06947854.

On 24 March 2014, the Company was re-registered as a public limited company, changed its name to“JUST EAT plc” and adopted the Interim Plc Articles in substitution for the Interim Ltd Articles.

On 17 March 2014, pursuant to a special written resolution passed by the members of the Company, itwas resolved that, with effect from and conditional upon Admission, the Company adopt the NewArticles.

The principal legislation under which the Company operates and under which the Company’s OrdinaryShares will be issued is the Companies Act 2006 and the regulations made thereunder.

The Company is domiciled in the United Kingdom with its registered office at Masters House, 107Hammersmith Road, London W14 0QH. The Company’s principal place of business is at Fleet PlaceHouse, 2 Fleet Place, London EC4M 7RF. The telephone number of the Company’s principal place ofbusiness is +44 203 667 6900.

3. ORGANISATIONAL STRUCTURE

The Company is the ultimate holding company of the Group. The Company’s principal subsidiaries andassociated undertakings (each of which is considered by the Company to be likely to have a significanteffect on the assessment of the assets and liabilities, the financial position or the profits and losses ofthe Group) are as follows:

Name of subsidiary undertakingCountry of

incorporation Proportion of voting rights held Nature of business

Just-Eat.ca ManagementLimited . . . . . . . . . . . . . . . . . . . . Canada 100% owned by Just Eat

Holding LimitedHolding company

Just Eat Canada Inc. . . . . . . . . . . . Canada 82% owned by Just EatCanada.ca ManagementLimited and 18% owned byPower & Power InvestmentsInc. (another Group company)

Online takeawayportal

Just-Eat.dk ApS . . . . . . . . . . . . . . . Denmark 100% owned by Just EatDenmark Holding ApS

Online takeawayportal

Just Eat Denmark Holding ApS . . Denmark 100% owned by Just EatHolding Limited

Holding company

Just Eat Holding Limited . . . . . . . . England andWales

100% owned by the Company Holding andmanagementcompany

Just-Eat.co.uk Limited . . . . . . . . . . England andWales

100% owned by Just EatHolding Limited

Online takeawayportal

Eat Online SaS . . . . . . . . . . . . . . . France 100% owned by FBA InvestSaS

Online takeawayportal

FBA Invest SaS . . . . . . . . . . . . . . . France 50% owned by Just Eat HoldingLimited

Holding company

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4. SHARE CAPITAL

4.1 Issued share capital

The issued fully paid up share capital of the Company (assuming the capital re-organisation describedin paragraph 4.2 of this Part XVI (Additional Information) has taken place and having regard to thenumber of New Ordinary Shares to be issued in connection with the Offer) as at the date of Admissionis expected to be:

Issued and fully paid

Class Number Nominal value per share £

Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 563,592,935 0.01

4.2 Changes in share capital prior to Admission

On incorporation the authorised share capital of the Company was £2,000.00 divided into 200,000shares of £0.01 each, of which a single subscriber share was issued to the subscriber to thememorandum of association of the Company (the “Memorandum of Association”).

Since incorporation there have been the following changes to the Company’s authorised and issuedshare capital:

(A) Pursuant to the authority granted under the Company’s articles of association and pursuant to anagreement for the sale and purchase of the entire issued share capital of Just-Eat Group Limitedentered into between the Company and STM Fidecs Nominees Limited and dated 8 July 2009, theissued share capital of the Company was increased by the issue and allotment of 109,244ordinary shares of £0.01 each.

(B) Pursuant to the authorities granted by a resolution, passed as a special resolution by the membersof the Company on 10 July 2009, the share capital of the Company was reduced from £2,000.00to £1,737.56 by the cancellation of 26,244 ordinary shares of £0.01 each.

(C) Pursuant to the authorities granted by resolutions, passed as special and ordinary resolutions (asapplicable) by the members of the Company on 10 July 2009:

(i) the Company adopted new articles at association, as a result of which a new class of series Ashares was created;

(ii) the authorised share capital of the Company was reduced from £1,737.56 to £1,037.56,comprising 103,756 ordinary shares of £0.01 each, by cancelling 20,000 ordinary shares of£0.01 each in the authorised but unissued share capital of the Company; and

(iii) the authorised share capital of the Company was increased from £1,037.56, comprising103,756 ordinary shares of £0.01 each, to £2,000.00, comprising 70,000 series A shares of£0.01 each and 130,000 ordinary shares of £0.01 each.

(D) On 10 July 2009, the Company issued and allotted 49,732 series A shares of £0.01 each.

(E) Pursuant to the authority granted by a resolution, passed as an ordinary resolution by themembers of the Company on 4 March 2010, the authorised share capital of the Company wasincreased from £2,000.00 to £2,194.68 by the creation of 19,468 B ordinary shares of £0.01 each.

(F) Pursuant to the authorities granted by a resolution, passed as a special resolution by the membersof the Company on 4 March 2010, the Company adopted articles of association which authorisedthe directors to generally and unconditionally offer or allot shares up to a maximum nominalamount of shares equal to the amount of the authorised but unissued share capital of theCompany for a period of five years commencing upon the date on which these articles ofassociation were adopted.

(G) Pursuant to the authorities granted by written resolutions, passed as ordinary resolutions by themembers of the Company on 6 July 2010, the classes of shares forming the authorised sharecapital were subdivided into:

(i) 13,000,000 ordinary shares of £0.0001 each;

(ii) 1,946,800 B ordinary shares of £0.0001 each;

(iii) 7,000,000 series A shares of £0.0001 each.

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(H) Between 4 October 2010 and 31 December 2010, the issued share capital of the Company wasincreased by the issue of 413,900 B ordinary shares of £0.0001 each that were allotted and issuedpursuant to the exercise of options and were credited as fully paid.

(I) Between 1 January 2011 and 18 March 2011, the Company issued and allotted 46,000 B ordinaryshares of £0.0001 each of which were credited as partly paid up at the time of issue and whichhave subsequently been fully paid.

(J) Pursuant to the authority granted by a written resolution, passed as a special resolution by themembers of the Company on 18 March 2011, the Company adopted new articles of association,as a result of which:

(i) the limit on the authorised share capital of the Company was removed;

(ii) a new class of series B shares was created;

(iii) the directors were authorised to generally and unconditionally offer or allot shares up to amaximum amount of 2,000,000 series B shares, 250,000 ordinary shares and 2,200,000 Bordinary shares for a period of five years commencing upon the date on which these articlesof association were adopted; and

(iv) 1,808,526 series B shares of £0.0001 each were issued and allotted.

(K) Between 19 March 2011 and 31 December 2011, the Company issued and allotted 422,248 Bordinary shares of £0.0001 each (245,548 of such B ordinary shares were credited as fully paid upand 176,700 of such B ordinary shares were credited as partly paid up at the time of issue andhave subsequently been fully paid).

(L) Between 1 January 2012 and 31 December 2012, the Company issued and allotted 312,372 Bordinary shares of £0.0001 each, which were credited as fully paid.

(M) In January 2012, the Company issued and allotted 55,000 ordinary shares of £0.0001 each, whichwere credited as fully paid.

(N) Pursuant to the authority granted by a written resolution, passed as a special resolution by themembers of the Company on 27 April 2012, the Company adopted new articles of association, asa result of which:

(i) a new class of series C shares was created;

(ii) the directors were authorised to generally and unconditionally offer or allot shares up toa maximum amount of 2,311,216 series C shares, 1,000,000 ordinary shares and2,200,000 B ordinary shares for a period of five years commencing upon the date on whichthese articles of association were adopted; and

(iii) the issued share capital of the Company was increased by the issue and allotment of2,311,216 series C shares of £0.0001 each which were credited as fully paid, re-designationinto series C shares of 191,655 B ordinary shares.

(O) On 15 April 2013, the Company issued and allotted 6,452 ordinary shares of £0.0001 each whichwere credited as fully paid.

(P) Between 1 January 2013 and 31 December 2013, the Company issued and allotted 15,971 BOrdinary shares of £0.0001 each, which were credited as fully paid.

(Q) On 9 July 2013, STM Fidecs Trust Company Limited transferred 67,572 series A shares toGreylock I LP and 698,752 series A shares to Munch S.à r.l. for consideration of £19.5348 pershare.

(R) In August 2013, the Company issued and allotted 45,500 ordinary shares of £0.0001 each whichwere credited as partly paid up at the time of issue and which have subsequently been fully paid.

(S) In December 2013, the Company issued and allotted 45,500 ordinary shares of £0.0001 each,which were credited as fully paid.

(T) Between 1 January 2014 and 1 March 2014, the Company issued and allotted 5,937 B ordinaryshares of £0.0001 each.

(U) In January 2014, the Company issued and allotted 424,350 ordinary shares of £0.0001 eachwhich were credited as partly paid up at the time of issue and which have subsequently been fullypaid.

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(V) On 20 March 2014, pursuant to the authorities granted by written shareholder resolutions andwritten class consents on 17 March 2014:

(i) the Company’s share premium account was reduced by £40,000,000 by way of a reduction ofcapital;

(ii) the issued nominal share capital of the Company was increased from £1,914.08 to£5,168,008.44 by the creation and allotment of the following numbers of shares in therespective classes by way of a bonus issue of shares to existing shareholders on a pro ratabasis:

a. 23,835,953,998 ordinary shares of £0.0001 each;

b. 2,765,862,327 B ordinary shares of £0.0001 each;

c. 13,422,666,800 series A shares of £0.0001 each;

d. 4,881,211,674 series B shares of £0.0001 each;

e. 6,755,248,829 series C shares of £0.0001 each;

(iii) a consolidation of each of the ordinary shares, B ordinary shares, series A shares, series Bshares and series C shares was carried out so that the nominal value of each of the shareswas increased from £0.0001 to £0.01, resulting in the following numbers of shares in issue:

a. 238,447,854 ordinary shares of £0.01 each;

b. 27,668,871 B ordinary shares of £0.01 each;

c. 134,276,400 series A shares of £0.01 each;

d. 48,830,202 series B shares of £0.01 each;

e. 67,577,517 series C shares of £0.01 each;

(W) Between 26 March 2014 and 2 April 2014, the Company issued and allotted 2,120,553 B ordinaryshares of £0.01 each which were credited as fully paid;

(X) On 2 April 2014, the Directors declared a dividend of £18.25 million, to be paid to the holders ofseries A shares, series B shares, series C shares and ordinary shares pro rata to their holding ofshares in the Company with a record date of 7.59 a.m. on the date of Admission. The dividend willbe paid shortly after Admission however any holders of Existing Ordinary Shares sold by SellingShareholders will not, for the avoidance of doubt, be entitled to any portion of the dividend, whichwill be retained by the Selling Shareholders;

(Y) Pursuant to the authorities granted by written shareholder resolutions and written class consentson 17 March 2014:

(i) the issue and allotment of new Ordinary Shares pursuant to the exercise of warrants grantedto Torch Partners Corporate Finance Limited, up to an aggregate nominal amount of £62,100,was authorised;

(ii) the issue and allotment of new Ordinary Shares as part of, and pursuant to the terms of, theOffer, up to an aggregate nominal amount of £2,000,000, was authorised;

(iii) with effect from and conditional upon Admission, the Directors were generally andunconditionally authorised, in accordance with section 551 of the Companies Act, to exerciseall the powers of the Company to allot Ordinary Shares in the Company and to grant rights tosubscribe for or to convert any securities into Ordinary Shares in the Company:

(1) up to a maximum aggregate nominal value representing one-third of the issued sharecapital of the Company at Admission; and

(2) up to a maximum aggregate nominal value representing two-thirds of the issued sharecapital of the Company at Admission, where an offer is made in connection with a fullypre-emptive rights issue;

for a period expiring (unless previously revoked or varied by the Company in a generalmeeting) at the end of the next annual general meeting of the Company or, if earlier, 30 June2015, save that the Company shall be entitled to make offers or agreements before the expiryof such authority which would or might require shares in the Company to be allotted or rightsto subscribe for or convert securities into shares to be granted after such expiry and the

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Directors may allot shares or grant rights to subscribe for or convert securities into shares inpursuance of such an offer or agreement as if the authority conferred by the resolutiongranting such authority had not expired;

(iv) with effect from and conditional upon Admission, the Directors were empowered, pursuant tosection 570 and section 573 of the Companies Act, to allot equity securities (as defined insection 560 of the Companies Act) for cash either pursuant to the authority conferred by theresolution described in paragraph (iii) above or by way of a sale of treasury shares as ifsection 561(1) of the Companies Act did not apply to any such allotment, provided that suchpower shall be limited to:

(1) the allotment of equity securities in connection with an offer of securities (but in the caseof the authority granted under sub-paragraph (2) of paragraph (iii) above by way of rightsissue only) in favour of holders of Ordinary Shares on the register of members at suchrecord date as the Directors may determine and other persons entitled to participatetherein where the equity securities respectively attributable to the interests of the ordinaryshareholders are in proportion (as nearly as may be practicable) to the respectivenumbers of Ordinary Shares held or deemed to be held by them on any such record date,subject to such exclusions or other arrangements as the Directors may deem necessaryor expedient to deal with treasury shares, fractional entitlements or legal or practicalproblems arising under the laws of any overseas territory or the requirements of anyregulatory body or stock exchange or any other matter;

(2) the allotment otherwise than pursuant to sub-paragraph (1) above, to any person orpersons up to an aggregate nominal amount of 5% of the issued share capital of theCompany at Admission;

for a period expiring upon the expiry of the general authority described in paragraph(iii) above, save that the Company shall be entitled to make offers or agreements before theexpiry of such power which would or might require equity securities to be allotted after suchexpiry and the Directors shall be entitled to allot equity securities pursuant to any such offer oragreements as if the power conferred by the resolution granting such power had not expired;

(v) with effect from and conditional upon Admission, a general meeting, other than an annualgeneral meeting, may be called on not less than 14 clear days’ notice;

(vi) with effect from and conditional upon Admission and, in accordance with section 366 and 367of the Companies Act the Company and any member of the Group be generally andunconditionally authorised to:

(i) make political donations to political parties or independent election candidates notexceeding £35,000 in total;

(ii) make political donations to political organisations other than political parties notexceeding £35,000 in total; and

(iii) incur political expenditure not exceeding £35,000 in total.

(as such terms are defined in the Companies Act such authority ending at the end of the nextannual general meeting of the Company or, if earlier, on 30 June 2015).

(Z) The B ordinary shares, series A shares, series B shares and series C shares will be reclassified asOrdinary Shares upon or shortly prior to Admission.

(AA)With effect from and conditional upon Admission the rights attaching to the Ordinary Shares shallbe as set out in the New Articles.

There are no acquisition rights or obligations in relation to the issue of Ordinary Shares in the capital ofthe Company or an undertaking to increase the capital of the Company.

From Admission there will be no outstanding convertible securities, exchangeable securities orsecurities with warrants in the Company.

Save as disclosed in this document, during the three years immediately preceding the date of thisdocument, there has been no issue of share capital of the Company fully or partly paid either for cashor other consideration and no such issues are proposed and no share capital of any wholly ownedmember of JUST EAT is under option or agreed, conditionally or unconditionally, to be put underoption.

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Rights attaching to the Ordinary Shares are summarised in paragraph 5.3 of this Part XVI (AdditionalInformation) below.

No commissions, discounts, brokerages or other special terms have been granted in respect of theissue of any share capital of the Company.

The Ordinary Shares are and the New Ordinary Shares will, when issued, be in registered form and,subject to the provisions of the CREST Regulations, the Directors may permit the holding of OrdinaryShares in uncertificated form and title to the Ordinary Shares may be transferred by means of arelevant system (as defined in the CREST Regulations). Where the Ordinary Shares are held incertificated form, share certificates will be sent to the registered share owners by first class post. Notemporary documents of title have been or will be issued in respect of the Company Ordinary Shares.

5. MEMORANDUM AND ARTICLES OF ASSOCIATION

The Memorandum of Association and New Articles are available for inspection at the Company’sregistered office as described in paragraph 25 of this Part XVI (Additional Information) of thisdocument.

The New Articles, which were adopted pursuant to a special resolution on 17 March 2014 and shall beeffective upon Admission, contain (among others) provisions to the following effect:

5.1 Unrestricted objects

The New Articles provide that the Company’s objects are unrestricted, pursuant to section 31 of theCompanies Act.

5.2 Share capital

5.2.1 Liability of members

The liability of the members is limited to the amount, if any, unpaid on the Ordinary Shares held bythem. (Article 3)

5.2.2 Further issues and rights attaching to Ordinary Shares

Without prejudice to any rights attached to any existing Ordinary Shares, any Ordinary Share may beissued with such rights or restrictions as the Company may by ordinary resolution determine or, if theCompany has not so determined, as the directors may determine. (Article 4)

5.2.3 Changes to the share capital

The Company may by ordinary resolution:

• consolidate and divide all or any of its share capital into shares of larger amounts than itsexisting shares;

• sub-divide its shares, or any of them, into shares of smaller amounts than its existing shares;and

determine that, as between the shares resulting from such a sub-division, any of the shares may haveany preference or advantage as compared with the others. (Article 40)

5.2.4 Redemption of shares

Any share may be issued which is or is to be liable to be redeemed at the option of the Company or theholder, and the directors may determine the terms, conditions and manner of redemption of any suchshare. (Article 5)

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5.3 Rights attaching to the Ordinary Shares of the Company

5.3.1 Dividends

The Company may by ordinary resolution declare dividends in accordance with the respective rights ofthe members but no dividends shall exceed the amount recommended by the directors. The directorsmay pay interim dividends or dividends payable at a fixed rate, if it appears to them that they arejustified by the profits of the Company available for distribution. If the directors act in good faith theyshall not incur any liability to the holders of shares conferring preferred rights for any loss they maysuffer by the lawful payment of an interim dividend on any shares having deferred or non-preferredrights. (Articles 110, 111)

Except as otherwise provided by the Articles of Association or the rights attached to shares, alldividends shall be declared and paid according to the amounts paid up on the shares on which thedividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, itshall rank for dividend accordingly. In any other case, dividends shall be apportioned and paidproportionately to the amounts paid up on the shares during any portion(s) of the period in respect ofwhich the dividend is paid. (Article 112)

A general meeting declaring a dividend may, upon the recommendation of the directors, direct that itshall be satisfied wholly or partly by the distribution of specific assets and, where any difficulty arises inregard to the distribution, the directors may settle the same as they think fit.

The directors may, with the authority of an ordinary resolution of the Company, offer any holders ofOrdinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash inrespect of the whole (or some part, to be determined by the directors) of any dividend specified by theordinary resolution. (Articles 113, 118)

Notwithstanding any other provision of the Articles of Association, but without prejudice to the rightsattached to any shares, the Company or the directors may fix a date as the record date by reference towhich a dividend will be declared or paid or a distribution, allotment or issue made, and that date maybe before, on or after the date on which the dividend, distribution, allotment or issue is declared, paidor made. (Article 120)

No dividend or other money payable in respect of a share shall bear interest against the Company,unless otherwise provided by the rights attached to the share. (Article 116)

The Company intends to pay dividends solely by means of electronic transfer to an account nominatedby the holder of the Ordinary Shares.

The Company may cease to send any payment in respect of any dividend payable in respect of ashare if:

• in respect of at least two consecutive dividends payable on that share the cheque or warranthas been returned undelivered or remains uncashed (or another method of payment hasfailed); or

• in respect of one dividend payable on that share the cheque or warrant has been returnedundelivered or remains uncashed, or another method of payment has failed, and reasonableenquiries have failed to establish any new address or account of the recipient; or

• a recipient does not specify an address, or does not specify an account of a type prescribedby the directors, or other details necessary in order to make a payment of a dividend by themeans by which the directors have decided in accordance with the Articles of Association thata payment is to be made, or by which the recipient has elected to receive payment, and suchaddress or details are necessary in order for the Company to make the relevant payment inaccordance with such decision or election,

but, subject to the Articles of Association, the Company may recommence sending cheques orwarrants or using another method of payment for dividends payable on that share if the person(s)entitled so request and have supplied in writing a new address or account to be used for that purpose.(Article 115)

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Any dividend which has remained unclaimed for 12 years from the date when it became due forpayment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.(Article 117)

5.3.2 Voting Rights

Subject to any rights or restrictions attached to any Ordinary Shares:

• on a show of hands:

• every member who is present in person has one vote;

• every proxy present who has been duly appointed by one or more members entitled tovote on the resolution has one vote, except that if the proxy has been duly appointed bymore than one member entitled to vote and is instructed by one or more of thosemembers to vote for the resolution and by one or more others to vote against it, or isinstructed by one or more of those members to vote in one way and is given discretion asto how to vote by one or more others (and wishes to use that discretion to vote in theother way) he has one vote for and one vote against the resolution; and

• every corporate representative present who has been duly authorised by a corporationhas the same voting rights as the corporation would be entitled to;

• on a poll every member present in person or by duly appointed proxy or corporaterepresentative has one vote for every share of which he is the holder or in respect or whichhis appointment as proxy or corporate representative has been made; and

• a member, proxy or corporate representative entitled to more than one vote need not, if hevotes, use all his votes or cast all the votes he uses the same way. (Article 62)

For the purposes of determining which persons are entitled to attend or vote at a general meeting andhow many votes such persons may cast, the Company may specify in the notice convening themeeting a time, not more than 48 hours before the time fixed for the meeting (not including any part ofa day that is not a working day), by which a person must be entered on the register in order to have theright to attend or vote at the meeting. (Article 63)

In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusionof the votes of the other joint holders, and seniority shall be determined by the order in which thenames of the holders stand in the register of members. (Article 64)

No member shall have the right to vote at any general meeting or at any separate meeting of theholders of any class of shares, either in person or by proxy, in respect of any share held by him unlessall amounts presently payable by him in respect of that share have been paid. (Article 66)

5.3.3 Transfer of the shares

A share in certificated form may be transferred by an instrument of transfer which may be in any usualform or in any other form approved by the directors, executed by or on behalf of the transferor and,where the share is not fully paid, by or on behalf of the transferee. A share in uncertificated form maybe transferred by means of the relevant system concerned. The transfer may not be in favour of morethan four transferees. (Articles 28, 29)

In their absolute discretion and without giving any reasons the directors may refuse to register thetransfer of a share in certificated form which is not fully paid provided that if the share is listed on theOfficial List such refusal does not prevent dealings in the shares from taking place on an open andproper basis. The directors may also refuse to register a transfer of a share in certificated form(whether fully paid or not) unless the instrument of transfer:

• is lodged, duly stamped, at the registered office of the Company or such other place as thedirectors may appoint and is accompanied by the certificate for the share to which it relatesand such other evidence as the directors may reasonably require to show the right of thetransferor to make the transfer;

• is in respect of only one class of share; and

• is not in favour of more than four transferees.

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The directors may refuse to register a transfer of a share in uncertificated form to a person who is tohold it thereafter in certificated form in any case where the Company is entitled to refuse to register thetransfer under the Uncertificated Securities Regulations. (Article 30)

If the directors refuse to register a transfer of a share, they shall send the transferee notice of thatrefusal with reasons for the refusal within two months after the date on which the transfer was lodgedwith the Company (in the case of a transfer of a share in certificated form) or the date on which theOperator-instruction was received by the Company (in the case of a transfer of a share in uncertificatedform which will be held thereafter in certificated form). The directors shall send such further informationabout the reasons for the refusal to the transferee as the transferee may reasonably request.(Article 31)

No fee shall be charged for the registration of any instrument of transfer of other document orinstruction relating to or affecting the title to any share. (Article 32)

5.3.4 Distribution of assets on a winding-up

If the Company is wound up, the liquidator may, with the sanction of a special resolution and any othersanction required by law, divide among the members in specie the whole or any part of the assets ofthe Company and may, for that purpose, value any assets and determine how the division shall becarried out as between the members or different classes of members. The liquidator may, with the likesanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of themembers as he may with the like sanction determine, but no member shall be compelled to accept anyassets upon which there is a liability. (Article 139)

5.3.5 Restrictions on rights: failure to respond to a section 793 notice

If a member, or any other person appearing to be interested in shares held by that member, fails toprovide the information requested in a notice given to him/her under section 793 of the Companies Act2006 by the Company in relation to his/her interest in shares (the “default shares”) within 14 daysfrom the date of giving the notice, sanctions shall apply, unless the directors determine otherwise. Thesanctions available are the suspension of the right to attend or vote (whether in person or byrepresentative or proxy) at any general meeting or at any separate meeting of the holders of any classor on any poll; and where the default shares represent at least 0.25% of their class (excluding treasuryshares) also the withholding of any dividend payable in respect of those shares and the restriction ofthe transfer of any shares (subject to certain exceptions). (Article 38)

5.3.6 Untraced members

The Company shall be entitled to sell at the best price reasonably obtainable any share held by amember, or any share to which a person is entitled by transmission, if

• for a period of 12 years, no cheque or warrant or other method of payment for amountspayable in respect of the share sent and payable in a manner authorised by the Articles ofAssociation has been cashed or effected and no communication has been received by theCompany from the member or person concerned;

• during that period the Company has paid at least three dividends (whether interim or final)and no such dividend has been claimed by the member or person concerned;

• the Company has, after the expiration of that period, by advertisement in a nationalnewspaper published in the United Kingdom and in a newspaper circulating in the area of theregistered address or last known address of the member or person concerned, given notice ofits intention to sell such share, and the advertisements, if not published on the same day,shall have been published within 30 days of each other; and

• the Company has not during the further period of three months following the date ofpublication of the advertisements (or, if published on different dates, the later or latest ofthem) and prior to the sale of the share received any communication from the member orperson concerned.

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The Company shall be indebted to the member or other person entitled to the share for an amountequal to the net proceeds of the sale, but no trust or duty to account shall arise and no interest shall bepayable in respect of the proceeds of sale. (Article 39)

If on three consecutive occasions notices, documents or information sent or supplied to a memberhave been returned undelivered, the member shall not be entitled to receive any subsequent notice,document or information until he has supplied to the Company (or its agent) a new registered address,or a postal address within the United Kingdom, or shall have informed the Company of an electronicaddress. (Article 129)

5.3.7 Variation of Rights

If the capital of the Company is divided into different classes of shares, the rights attached to any classmay be varied, either while the Company is a going concern or during or in contemplation of a windingup in such manner (if any) as may be provided by those rights or if there are no such provisions eitherwith the consent in writing of the holders of three-quarters in nominal value of the issued shares of thatclass (not including any treasury shares), or with the sanction of a special resolution passed at aseparate meeting of the holders such shares.

To every such separate meeting the provisions of the Articles of Association relating to generalmeetings shall apply, except that the quorum for any such meeting shall be two persons togetherholding or representing by proxy at least one-third in nominal value of the issued shares of the class inquestion (excluding treasury shares). At an adjourned meeting the quorum shall be, one personholding shares of the class in question (excluding treasury shares) or his proxy. (Article 10)

Unless otherwise expressly provided by the rights attached to any class of shares, those rights shall bedeemed not to be varied by the purchase by the Company of any of its own shares or the holding ofsuch shares in treasury. (Article 11)

5.4 Directors of the Company

5.4.1 Appointment

Unless the Company determines otherwise by ordinary resolution, the number of directors (other thanalternate directors) shall not be subject to any maximum but shall not be less than two. (Article 76)

Subject to the provisions of the Articles of Association, the Company may by ordinary resolutionappoint a person who is willing to act as a director, and is permitted by law to do so, to be a director,either to fill a vacancy or as an additional director. (Article 77)

The directors may appoint a person who is willing to act as a director, and is permitted by law to do so,to be a director, either to fill a vacancy or as an additional director, provided that the appointment doesnot cause the number of directors to exceed any number fixed as the maximum number of directors. Adirector so appointed shall retire at the next AGM and shall then be eligible for reappointment.(Article 80)

Other than a director retiring at the meeting, no person shall be appointed or reappointed a director atany general meeting unless he is recommended by the directors or notice of the intention to proposesuch person for appointment or reappointment executed by a member qualified to vote on theappointment or reappointment is given to the company not less than seven nor more than 35 daysbefore the date of appointed for the meeting. (Article 78)

5.4.2 Retirement

At each annual general meeting all of the directors shall retire from office except any director appointedby the board after the notice of that annual general meeting has been given and before that annualgeneral meeting has been held. (Article 81)

If the Company, at the meeting at which a director retires under any provision of the Articles ofAssociation, does not fill the vacancy the retiring director shall, if willing to act, be deemed to havebeen reappointed unless at the meeting it is resolved not to fill the vacancy or a resolution for the

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reappointment of the director is put to the meeting and lost. If a director retiring at an AGM is notreappointed or deemed to have been reappointed, he shall retain office until the meeting electssomeone in his place or, if it does not do so, until the close of the meeting. (Articles 82, 83)

5.4.3 Removal

In addition to any power of removal under the Companies Act, the Company may remove a directorbefore the expiration of his period of office by special resolution. (Article 84)

A person ceases to be a director as soon as:

• that person ceases to be a director by virtue of any provision of the Companies Act or isprohibited from being a director by law; or

• a bankruptcy order is made against that person; or

• a composition is made with that person’s creditors generally in satisfaction of that person’sdebts; or

• notification is received from the Company from that person that he is resigning or retiring fromhis office as director, and such resignation or retirement has taken effect in accordance withits terms; or

• in the case of a director who holds any executive office, his appointment as such is terminatedor expires and the directors resolve that he should cease to be a director; or

• that person is absent without permission of the other directors from meetings of the directorsfor more than six consecutive months and the other directors resolve that he should cease tobe a director; or

• a notice in writing is served upon him, signed by all the other directors stating that that personshall cease to be a director with immediate effect. (Article 85)

5.4.4 Powers of directors

The business of the Company shall be managed by the directors who, subject to the provisions of theArticles of Association and to any directions given by special resolution to take, or refrain from taking,specified action, may exercise all the powers of the Company. (Article 92)

The directors may appoint one or more of their number to the office of managing director or to anyother executive office of the Company and any such appointment may be made for such term, at suchremuneration and on such other conditions as the directors think fit. Any such appointment shallterminate if he ceases to be a director but without prejudice to any claim for damages for breach of thecontract of service between the director and the Company. (Article 99)

Subject to the provisions of the Articles of Association, the directors may delegate any of the powerswhich are conferred on them under the Articles of Association: to such person or committee; by suchmeans (including by power of attorney); to such an extent; in relation to such matters or territories; andon such terms and conditions, as they think fit. (Article 95(1))

Any director (other than an alternate director) may appoint any other director, or any other personapproved by resolution of the directors and willing to act and permitted by law to do so, to be analternate director and may remove such an alternate director appointed from office. (Article 86)

An alternate director shall be entitled to receive notices of meetings of the directors, to attend and voteat any such meeting at which the director appointing him is not present and generally to perform all thefunctions of his appointer as director in his absence. (Article 87)

The Company may change its name by resolution of the directors. (Article 138)

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5.4.5 Borrowing powers

The directors shall restrict the borrowings of the Company and exercise all powers of controlexercisable by the Company in relation to its subsidiary undertakings so as to secure (insofar as theycan) that the aggregate principal amount (including any premium payable on final repayment)outstanding of all money borrowed by the Group (excluding intra group borrowings other than asspecifically provided by the Articles of Association) shall not at any time, save with the previoussanction of an ordinary resolution of the Company, exceed the greater of £200 million or an amountequal to two times the aggregate of:

• the amount paid up, or credited as paid up, on the share capital of the Company (excludingany share capital presented as debt); and

• the total of any credit balance on the distributable and undistributable reserves of the Group,but excluding amounts attributable to outside shareholders in subsidiary undertakings of theCompany and deducting any debit balance on any reserve,

all as shown in the latest audited consolidated balance sheet of the Group, but adjusted as may benecessary in respect of any variation in the paid up share capital or share premium account or capitalredemption reserve of the Company since the date of that balance sheet and further adjusted as thedirectors may reasonably consider to be appropriate to reflect any change since that date in thecompanies comprising the Group. (Article 93)

5.4.6 Provisions for employees on cessation or transfer of business

The directors may decide to make provision for the benefit of persons employed or formerly employedby the Company or any of its subsidiary undertakings (other than a director or former director orshadow director) in connection with the cessation or transfer to any person of the whole or part of theundertaking of the Company or that subsidiary undertaking. (Article 94)

5.4.7 Voting at board meetings

No business shall be transacted at any meeting of the directors unless a quorum is present and thequorum may be fixed by the directors. If the quorum is not fixed by the directors, the quorum shall betwo. A director shall not be counted in the quorum present in relation to a matter or resolution on whichhe is not entitled to vote (or when his vote cannot be counted) but shall be counted in the quorumpresent in relation to all other matters or resolutions considered or voted on at the meeting. Analternate director, who is not himself a director shall if his appointer is not present, be counted in thequorum. An alternate director who is himself a director shall only be counted once for the purpose ofdetermining if a quorum is present. (Article 106)

Questions arising at a meeting shall be decided by a majority of votes. In case of an equality of votes,the chairman shall (unless he is not entitled to vote on the resolution in question) have a second orcasting vote. (Article 102)

A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of thedirectors and who would be entitled to vote (and whose vote would have been counted) on a resolutionat a meeting of the directors shall (if that number is sufficient to constitute a quorum) be as valid andeffectual as if it had been passed at a meeting of the directors, duly convened and held. (Article 105)

5.4.8 Restrictions on voting

Subject to the provisions of the Articles of Association, a director shall not vote at a meeting of thedirectors on any resolution concerning a matter in which he has, directly or indirectly, a materialinterest (other than an interest in shares, debentures or other securities of, or otherwise in or through,the Company) unless his interests arises only because the case falls within one or more of thefollowing sub-paragraphs:

• the resolution relates to the giving to him of a guarantee, security, or indemnity in respect ofmoney lent to, or an obligation incurred by him for the benefit of, the Company or any of itssubsidiary undertakings;

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• the resolution relates to the giving to a third party of a guarantee, security or indemnity inrespect of an obligation of the Company or any of its subsidiary undertakings for which thedirector has assumed responsibility in whole or part and whether alone or jointly with othersunder a guarantee or indemnity or by the giving of security;

• the resolution relates to the giving to him of any other indemnity which is on substantially thesame terms as indemnities given or to be given to all of the other directors or to the funding bythe Company of his expenditure on defending proceedings or the doing by the Company ofanything to enable him to avoid incurring such expenditure where all other directors havebeen given or are to be given substantially the same arrangements;

• the resolution relates to the purchase or maintenance for any director or directors of insuranceagainst any liability;

• his interest arises by virtue of his being, or intending to become, a participant in theunderwriting or sub-underwriting of an offer of any shares in or debentures or other securitiesof the Company for subscription, purchase or exchange;

• the resolution relates to an arrangement for the benefit of any of the employees, directors,former employees or former directors of the Company or any of its subsidiary undertakings, orthe members of their families or any person who is or was dependent on such persons,including but without being limited to a retirement benefits scheme and an employees’ sharescheme, which does not accord to any director any privilege or advantage not generallyaccorded to the employees or former employees to whom the arrangement relates; and

• the resolution relates to a transaction or arrangement with any other company in which he isinterested, directly or indirectly (whether as director or shareholder or otherwise), providedthat he is not the holder of or beneficially interested in 1% or more of any class of the equityshare capital of that company and not entitled to exercise 1% or more of the voting rightsavailable to members of the relevant company. (Article 107)

The Company may by ordinary resolution suspend or relax to any extent, in respect of any particularmatter, any provision of the Articles of Association prohibiting a director from voting at a meeting of thedirectors or of a committee of the directors. (Article 108)

5.4.9 Directors’ interests

Provided that he has disclosed to the directors the nature and extent of any material interest of his, adirector notwithstanding his office:

• may be a party to, or otherwise interested in, any transaction or arrangement with theCompany or in which the Company is otherwise interested; and

• may be a director or other officer of, or employed by, or a party to any transaction orarrangement with, or otherwise interested in, any body corporate in which the Company isinterested,

and (i) he shall not, by reason of his office, be accountable to the Company for any benefit which hederives from any such office or employment or from any such transaction or arrangement or from anyinterest in any such body corporate; (ii) he shall not infringe his duty to avoid a situation in which hehas, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests ofthe Company as a result of any such office or employment or any such transaction or arrangement orany interest in any such body corporate; (iii) he shall not be required to disclose to the Company, oruse in performing his duties as a director of the Company, any confidential information relating to suchoffice or employment if to make such a disclosure or use would result in a breach of a duty orobligation of confidence owed by him in relation to or in connection with such office or employment;(iv) he may absent himself from discussions, whether in meetings of the directors or otherwise, andexclude himself from information, which will or may relate to such office, employment, transaction,arrangement or interest; and (v) no such transaction or arrangement shall be liable to be avoided onthe ground of any such interest or benefit. (Article 100(1))

The directors may authorise, to the fullest extent permitted by law, any matter which would otherwiseresult in a director infringing his duty to avoid a situation in which he has, or can have, a direct orindirect interest that conflicts, or possible may conflict, with the interests of the Company and which

167

may reasonably be regarded as likely to give rise to a conflict of interests. They may also authorise, tothe fullest extent permitted by law, a director to accept to continue in any office, employment or positionin addition to his office as a director of the Company, and may authorise the manner in which a conflictof interest arising out of such office, employment or position may be dealt with.

Such authorisation is only effective if any requirement as to quorum at the meeting at which the matteris considered is met without counting the director in question or any other interested director and thematter was agreed to without their voting (or would have been agreed to if they votes had not beencounted). (Article 101)

5.4.10 Directors’ remuneration and expenses

Until otherwise determined by the Company by ordinary resolution, there shall be paid to the directorswho do not hold executive office (other than alternate directors) such fees for their services in the officeof director as the directors may determine and, not exceeding in the aggregate an annual sum of£2,000,000 or such larger amount as the Company may by ordinary resolution decide, divided betweenthe directors as they may determine, or, failing such determination, equally.

Any director who holds any other office in the Company (including for this purpose the office ofchairman or deputy-chairman or senior independent director), or who serves on any committee of thedirectors, or who performs, or undertakes to perform, services which the directors consider go beyondthe ordinary duties of a director may be paid such additional remuneration (whether by way of fixedsum, bonus, commission, participation in profits or otherwise) as the directors may determine. (Article96)

The directors may also be paid all reasonable expenses properly incurred by them in connection withtheir attendance at meetings of the directors or of committees of the directors or general meetings orseparate meetings of the holders of any class of shares and any reasonable expenses properlyincurred by them otherwise in connection with the exercise of their powers and the discharge of theirresponsibilities in relation to the Company. (Article 97)

5.4.11 Directors’ gratuities and benefits

The directors may provide benefits, whether by the payment of allowances, gratuities or pensions, orby insurance or death, sickness or disability benefits or otherwise, for any director or any formerdirector of the Company or of any body corporate which is or has been a subsidiary undertaking of theCompany or a predecessor in business of the Company or of any such subsidiary undertaking, and forany member of his family (including a spouse or civil partner or a former spouse or former civil partner)or any person who is or was dependent on him and may (before as well as after he ceases to holdsuch office) contribute to any fund and pay premiums for the purchase or provision of any such benefit.(Article 98)

5.4.12 Indemnity

The Company may:

• indemnify to any extent any person who is or was a director, or a director of any associatedcompany, directly or indirectly (including by funding any expenditure incurred or to be incurredby him) against any loss or liability, whether in connection with any proven or allegednegligence, default, breach of duty or breach of trust by him or otherwise, in relation to theCompany or any associated company;

• indemnify to any extent any person who is or was a director of an associated company that isa trustee of an occupational pension scheme, directly or indirectly (including by funding anyexpenditure incurred or to be incurred by him) against any liability incurred by him inconnection with the company’s activities as trustee of an occupational pension scheme; and

• purchase and maintain insurance for any person who is or was a director, or a director of anyassociated company, against any loss or liability or any expenditure he may incur, whether inconnection with any proven or alleged negligence, default, breach of duty or breach of trust byhim or otherwise, in relation to the Company or any associated company.

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The Articles of Association do not authorise any indemnity which would be prohibited or rendered voidby any provision of the Acts or by any other provision of law. (Article 140)

5.5 General Meetings

5.5.1 Appointment

The directors may call general meetings. If there are not sufficient directors to form a quorum in orderto call a general meeting, any director may call a general meeting. If there is no director, any memberof the Company may call a general meeting. (Article 41)

An annual general meeting and all other general meetings of the Company shall be called by at leastsuch minimum period of notice as is prescribed or permitted under the Acts. (Article 42)

The notice shall specify the place, the date and the time of meeting and the general nature of thebusiness to be transacted, and in the case of an annual general meeting shall specify the meeting assuch. Where the Company has given an electronic address in any notice of meeting, any document orinformation relating to proceedings at the meeting may be sent by electronic means to that address,subject to any conditions or limitations specified in the relevant notice of meeting. Subject to theprovisions of the Articles of Association and to any rights or restrictions attached to any shares, noticesshall be given to all members, to all persons entitled to a share in consequence of the death orbankruptcy of a member or otherwise by operation of law and to the directors and auditors of theCompany. Any notice to be given to a member may be given by reference to the register of membersas it stands at any time within the period of 21 days before the notice is given; and no change in theregister after that time shall invalidate the giving of the notice. A member whose registered address isnot within the United Kingdom shall not be entitled to receive any notice, document or information fromthe Company unless he gives the Company an address (not being an electronic address) within theUnited Kingdom at which notices, documents or information may be sent or supplied to him. In thecase of a member registered on a branch register, any notice, document or other information can beposted or despatched in the United Kingdom or in the country where the branch register is kept.(Articles 42, 124, 122)

Where, by reason of any suspension or curtailment of postal services, the Company is unableeffectively to give notice of a general meeting or meeting of the holders of any class of shares, theboard may decide that the only persons to whom notice of the affected general meeting must be sentare: the directors; the Company’s auditors; those members to whom notice to convene the generalmeeting can validly be sent by electronic means and those members to whom notification as to theavailability of the notice of meeting on a website can validly be sent by electronic means. (Article 125)

No business shall be transacted at any meeting unless a quorum is present. Two persons entitled tovote upon the business to be transacted, each being a member or a proxy for a member or a dulyauthorised representative of a corporation which is a member (including for this purpose two personswho are proxies or corporate representatives of the same member), shall be a quorum. (Article 44)

A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attendand to speak and vote at a meeting of the Company. The appointment of a proxy shall be deemed alsoto confer authority to demand or join in demanding a poll. Delivery of an appointment of proxy shall notpreclude a member from attending and voting at the meeting or at any adjournment of it. A proxy neednot be a member. A member may appoint more than one proxy in relation to a meeting, provided thateach proxy is appointed to exercise the rights attached to a different share or shares held by him. Anappointment of proxy shall be in writing in any usual form or in any other form which the directors mayapprove and shall be executed by or on behalf of the appointor which in the case of a corporation maybe either under its common seal or under the hand of a duly authorised officer or other person dulyauthorised for that purpose. Subject to the provisions of the Acts, any corporation (other than theCompany itself) which is a member of the Company may, by resolution of its directors or othergoverning body, authorise such person(s) to act as its representative(s) any meeting of the Company,or at any separate meeting of the holders of any class of shares. The Company may require suchperson(s) to produce a certified copy of the resolution before permitting him to exercise his powers.The directors may (and shall if and to the extent that the Company is required to do so by theCompanies Act) allow an appointment of proxy to be sent or supplied in electronic form subject to anyconditions or limitations as the directors may specify. (Articles 68, 70, 71, 75)

169

Directors may attend and speak at general meetings and at any separate meeting of the holders of anyclass of shares, whether or not they are members. (Article 50)

A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll isvalidly demanded. A poll on a resolution may be demanded either before a vote on a show of hands onthat resolution or immediately after the result of a show of hands on that resolution is declared. A pollon a resolution may be demanded by:

• the chairman of the meeting;

• a majority of the directors present at the meeting;

• not less than five members having the right to vote at the meeting;

• a member or members representing not less than one-tenth of the total voting rights of all themembers having the right to vote at the meeting (excluding any voting rights attached to anyshares in the Company held as treasury shares); or

• a member or members holding shares conferring a right to vote on the resolution on which anaggregate sum has been paid up equal to not less than one-tenth of the total sum paid up onall the shares conferring that right (excluding any shares in the Company conferring a right tovote at the meeting which are held as treasury shares). (Article 56)

The directors or the chairman of the meeting may direct that any person wishing to attend any generalmeeting should submit to and comply with such searches or other security arrangements as they or heconsider appropriate in the circumstances. The directors or the chairman of the meeting may in their orhis absolute discretion refuse entry to, or eject from, any general meeting any person who refuses tosubmit to a search or otherwise comply with such security arrangements. (Article 48)

The directors or chairman of the meeting may take such action, give such direction or put in place sucharrangements as they or he consider appropriate to secure the safety of the people attending themeeting and to promote the orderly conduct of the business of the meeting. (Article 49)

The directors may make arrangements for simultaneous attendance and participation by electronicmeans allowing persons not present together at the same place to attend, speak and vote at themeeting (including the use of satellite meeting places). The arrangements for simultaneous attendanceand participation at any place at which persons are participating, using electronic means may includearrangements for controlling or regulating the level of attendance at any particular venue provided thatsuch arrangements shall operate so that all members and proxies wishing to attend the meeting areable to attend at one or other of the venues. (Article 51)

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6. DIRECTORS’ AND SENIOR MANAGERS’ INTERESTS

6.1 Other Directorships

Save as set out below, none of the Directors and Senior Managers have been a member of anypartnerships, or held any directorships of any other company (other than subsidiaries of the Company),at any time in the five years prior to the date of this document.

DirectorsCurrent directorships and

partnerships

Previous directorships andpartnerships held in the previous

five years

John Hughes, CBE . . . . Sepura plc AIRCOM International LimitedSpectris plc Vitec Group plcTelecity Group plc Intec Telecom Systems plcCSG Systems International, Inc. Chloride Group plcScorpion Ventures Limited. Parity Group plc

Bi\Holding S.p.A.Barco NVNice Systems LimitedChington LimitedH.I.G. Europe-Aircom I Limited

David Buttress . . . . . . . . Minicabster Limited —

Michael Wroe . . . . . . . . . — FBA Invest SaS(1)

Benjamin Holmes . . . . . Stardoll, Inc Massive Media BVStardoll AB Panther Express, Inc.Paperdoll Heaven Oy Playfish LimitedNotonthehighstreet Enterprises

LimitedMindcandy Limited

Shapeways, Inc. Moshi Monsters Music LimitedRebtel Owners AB 34 Ifield Road (Managements) LimitedGrey Area Labs OyiZettle ABHappyLatte Inc.Astley Clarke LimitedSecret Escapes LimitedTrustPilot A/SIndex Venture Management LLP

Michael Risman . . . . . . . Vitruvian Partners LLP —Vitruvian Scotcar LPApax Partners LLPThe Venture PartnershipFoundation LimitedLinnealex ABIglu Intressenter ABEnergy Services TopCo LimitedEtihad Topco Limited

Frederic Coorevits . . . . . Lambswalk Limited WF Horwood & Co (Bristol) LimitedUnicorn Group Limited Cowan, de Groot Nominees LimitedUnicorn City Limited Farenheit 360 LimitedFreeagent Central Limited Ernest Derrick & Co., LimitedOnapp Limited International Computer Training LimitedRocketroute Limited Norman Rose (Electrical) LimitedOak Leaf Systems SL Harper Lee & Co. LimitedPlaisir D’amour SL CSI (Holdings) LimitedCasa Del Cardenal Dalt Villa, SL Berwick Electronics LimitedInternational Flight Referral BVBA Burgoyne and Company LimitedVentnet BVBA Inncuisine LimitedEfficax NV Loewestein and Hecht (Codeg) Limited

171

DirectorsCurrent directorships and

partnerships

Previous directorships andpartnerships held in the previous

five years

FCD Invest BVBA K F Mayer LimitedWadena NV I L Bondy LimitedGolden River Private Stichting Country Trust Inns LimitedDewitte Welvaert Private Stichting Neejam 24 LimitedAdrimes NVTeamwood Holdings LimitedOmega Preservation Fund NV

Laurel Bowden . . . . . . . . Greylock IL LLP Hybris AGWonga Group Limited Webswappers LimitedNotonthehighstreet Enterprises

LimitediZettle ABG&T Ventures LimitedBlueVine Capital Inc.Workable Technology Limited

Andrew Griffith . . . . . . . . British Sky Broadcasting Group plc —

Gwyn Burr . . . . . . . . . . . Financial Ombudsman ServiceLimited

Incorporated Society of BritishAdvertisers Limited

Hammerson plc Principality Building SocietySainsbury’s Bank plc Sainsbury’s Supermarkets LimitedWembley National Stadium Limited

Senior ManagerCurrent directorships and

partnerships

Previous directorships andpartnerships held in the previous

five years

Adrian Blair . . . . . . . . . . . FBA Invest SaS(1) —Carlos Morgado . . . . . . . — Zenerlogic LimitedDaniel Read . . . . . . . . . . — —Mathew Braddy . . . . . . . RPS Media Limited —

(1) FBA Invest SaS is a joint venture in which the Company has an interest.

6.2 Interests of Directors and Senior Managers in share capital

As at the Latest Practicable Date, insofar as is known to the Company, the interests (all of which arebeneficial) of each Director and Senior Manager in the number of shares and the associated votingrights of the Company are set out in the following tables:

Interests as at the Latest Practicable Date

Director(1)Ordinaryshares

B ordinaryshares

Series Ashares

Series Bshares

Series Cshares

John Hughes, CBE . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,000 — — — —David Buttress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,993,920 — 13,905 —Michael Wroe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,795,040 — 13,905 —Benjamin Holmes . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Michael Risman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Frederic Coorevits . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Laurel Bowden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Andrew Griffith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Gwyn Burr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

(1) The number of shares set out in this table includes those held by Directors and their respective connected persons.

172

Interests as at the Latest Practicable Date

Senior Manager(1)Ordinaryshares

B ordinaryshares

Series Ashares

Series Bshares

Series Cshares

Adrian Blair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Carlos Morgado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,253,907 — 13,905 —Daniel Read . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —Mathew Braddy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,034,991 — 13,770 —

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1) The number of shares set out in this table includes those held by Senior Managers and their respective connected persons.

Following the reclassification of the ordinary shares, B ordinary shares, series A shares, series Bshares and series C shares into Ordinary Shares on a one for one basis upon or shortly prior toAdmission as described in paragraph 4.2 of this Part XVI (Additional Information), the Directors andSenior Managers are expected to have the following respective interests in the Ordinary Shares of theCompany (taking into account the number of Existing Ordinary Shares to be sold, and the number ofNew Ordinary Shares to be issued, including the New Ordinary Shares to be issued and allotted toTorch Partners Corporate Finance Limited as described in paragraph 4.2(Y), in connection with theOffer and assuming that the Over-allotment Option has not been exercised):

Interests immediatelyfollowing Admission

Director(1)No. of Ordinary

Shares

Percentage ofenlarged issued

share capital

John Hughes, CBE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,000 0.0%David Buttress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,216,511 0.4%Michael Wroe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,107,945 0.2%Benjamin Holmes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Michael Risman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Frederic Coorevits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Laurel Bowden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Andrew Griffith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Gwyn Burr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

(1) The number of shares set out in this table includes those held by Directors and their respective connected persons.

Interests immediately followingAdmission

Senior Manager(1)No. of Ordinary

Shares

Percentage ofenlarged issued

share capital

Adrian Blair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Carlos Morgado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,905 0.0%Daniel Read . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Mathew Braddy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,775 0.0%

(1) The number of shares set out in this table includes those held by Senior Managers and their respective connected persons.

Details of options over the Ordinary Shares held by the Directors and Senior Managers are set outbelow. They are not included in the interests of the Directors and Senior Managers shown in the tablesabove.

173

The Directors and Senior Managers had the following options and awards relating to Ordinary Sharesunder the Approved CSOP, International CSOP, EMI Plan, EMI Plan No.2 and the Joint OwnershipAwards as at the Latest Practicable Date:

Joint ownership arrangements

Director(1)Date ofaward

No. ofOrdinarySharesunder

award(2)

No. ofB Ordinary

Sharesunder

award(2)

Hurdleprice per

Ordinary orB OrdinaryShare (£)(2)

No. ofOrdinaryShares orB Ordinary

Shares vestedas at the

LatestPracticable

Date(2)

Finalvesting

dateExpirydate

John Hughes,CBE(3) . . . . . . . . . . 22.12.2011 — 1,620,000 £0.1204 911,250 01/01/16 22/12/2021

28.10.2013 540,000 £0.3404 — 01/05/17 28/10/201331.01.2014 352,350 £0.5767 — 01/07/17 31/01/202431.01.2014 352,350 £0.6633 — 01/07/18 31/01/202431.01.2014 352,350 £0.7626 — 01/07/19 31/01/2024

David Buttress(3) . . . . 31.01.2014 1,839,375 £0.5767 574,803 01/01/17 31/01/202431.01.2014 919,674 £0.6633 — 01/01/18 31/01/202431.01.2014 919,701 £0.7626 — 01/01/19 31/01/2024

Michael Wroe(3) . . . . 22.12.2011 — 720,900 £0.1204 450,549 01/10/15 22/12/202131.01.2014 892,350 £0.5767 — 01/07/17 31/01/202431.01.2014 446,175 £0.6633 — 01/07/18 31/01/202431.01.2014 446,175 £0.7626 — 01/07/19 31/01/2024

Benjamin Holmes . . . — — — — — —Michael Risman . . . . — — — — — —Frederic Coorevits . . — — — — — —Laurel Bowden . . . . . — — — — — —Andrew Griffith . . . . . — — — — — —Gwyn Burr . . . . . . . . . — — — — — —

(1) The number of shares set out in this table includes those held by Directors and their respective connected persons.(2) The number of Ordinary or B Ordinary Shares shown is the full number of Ordinary or B Ordinary Shares subject to the

award and the full number of Ordinary or B Ordinary Shares in respect of which the participant’s interest was vested at theLatest Practicable Date respectively. The participant has a partial interest in such number of Ordinary or B Ordinary Shares,being the value above the hurdle price, in accordance with the terms of the Joint Share Ownership Plan as described inparagraph 9.1.4 of this Part XVI.

(3) In common with other participants in the Joint Share Ownership Plan, John Hughes, David Buttress and Michael Wroe eachparticipate in the associated loan arrangements on the same terms as other participants, and on the Latest Practicable Datehad an outstanding balance of £544,447.01, £1,658,842.42 and £845,534.85 respectively. The terms of the Joint ShareOwnership Plan and associated loan arrangements are described in paragraph 9.1.4 of this Part XVI (AdditionalInformation).

Individual options arrangements

Senior ManagerShare Plan /

SchemeDate ofgrant

No. ofB Ordinary

Sharesunderoption

Exerciseprice perOrdinaryShare (£)

Optionvested as

at theLatest

PracticableDate

Expirydate

Adrian Blair . . . . . . . . . . . . . . — — — — — —Carlos Morgado . . . . . . . . . . EMI 05.03.2010 1,474,848 £0.0333 1,474,848 05/03/2020Daniel Read . . . . . . . . . . . . . — — — — — —Mathew Braddy . . . . . . . . . . EMI 05.03.2010 1,030,509 £0.0333 1,030,509 05/03/2020

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Joint ownership arrangements

Senior Manager(1)Date ofaward

No. ofOrdinarySharesunder

award(2)

No. ofB Ordinary

Sharesunder

award(2)

Hurdleprice perOrdinary

orB OrdinaryShare (£)(2)

No. ofOrdinary or B

OrdinaryShares vested

as at theLatest

PracticableDate(2)

Finalvesting

dateExpirydate

Adrian Blair(3) . . . . . . . . 25.02.2011 1,242,000 £0.0463 931,500 01/04/15 25/02/202122.12.2011 135,000 £0.1204 84,375 01/10/15 22/12/202131.01.2014 352,350 £0.5767 — 01/07/17 31/01/202431.01.2014 352,350 £0.6633 — 01/07/18 31/01/202431.01.2014 352,350 £0.7626 — 01/07/19 31/01/2024

Carlos Morgado(3) . . . . . 31.01.2014 352,350 £0.5767 — 01/07/17 31/01/202431.01.2014 352,350 £0.6633 — 01/07/18 31/01/202431.01.2014 352,350 £0.7626 — 01/07/19 31/01/2024

Daniel Read(3) . . . . . . . . 12.12.2011 2,295,000 £0.1667 1,577,799 01/07/15 12/12/202131.01.2014 352,350 £0.5767 — 01/07/17 31/01/202431.01.2014 352,350 £0.6633 — 01/07/18 31/01/202431.01.2014 352,350 £0.7626 — 01/07/19 31/01/2024

Mathew Braddy(3) . . . . . 31.01.2014 352,350 £0.5767 — 01/07/17 31/01/202431.01.2014 352,350 £0.6633 — 01/07/18 31/01/202431.01.2014 352,350 £0.7626 — 01/07/19 31/01/2024

(1) The number of shares set out in this table includes those held by Senior Managers and their respective connected persons.(2) The number of Ordinary or B Ordinary Shares shown is the full number of Ordinary or B Ordinary Shares subject to the

award and the full number of Ordinary or B Ordinary Shares in respect of which the participant’s interest was vested at theLatest Practicable Date respectively. The participant has a partial interest in such number of Ordinary or B Ordinary Shares,being the value above the hurdle price, in accordance with the terms of the Joint Share Ownership Plan as described inparagraph 9.1.4 of this Part XVI.

(3) In common with other participants in the Joint Share Ownership Plan, Adrian Blair, Carlos Morgado, Daniel Read andMathew Braddy each participate in the associated loan arrangements on the same terms as other participants, and on theLatest Practicable Date had an outstanding balance of £460,469.34, £452,835.00, £476,635.00 and £452,835.00respectively. The terms of the Joint Share Ownership Plan and associated loan arrangements are described in paragraph9.1.4 of this Part XVI (Additional Information).

Save as disclosed in this paragraph no Director or Senior Manager has any interests (beneficial ornon-beneficial) in the share capital of the Company or any of its subsidiaries.

Save as disclosed above, no other person involved in the Offer has an interest which is material to theOffer.

6.3 Confirmations and conflicts of interest

Confirmations

At the date of this document, none of the Directors or Senior Managers has during at least the previousfive years:

(A) any convictions in relation to fraudulent offences;

(B) save as disclosed above, been a member of the administrative, management, supervisorybody or senior management of a company associated with any bankruptcies, receiverships orliquidations; or

(C) been subject to any official public incrimination or sanctions by any statutory or regulatoryauthorities (including designated professional bodies) or been disqualified by a court fromacting as a member of the administrative, management or supervisory bodies of an issuer orfrom acting in the management or conduct of the affairs of any issuer.

There are no family relationships between any of the Directors or members of Senior Managers.

Conflicts of interest

Save as set out below, no Director or Senior Manager has any potential conflict of interest between hisor her duties to the Company and his or her private interests or other duties.

175

Laurel Bowden was appointed as a Director of the Company pursuant to Greylock IL’s rights asshareholder under the Old Articles.

Benjamin Holmes was appointed as a Director of the Company pursuant to Index Ventures’ rights as ashareholder under the Old Articles.

Frederic Coorevits was appointed as a Director of the Company pursuant to the rights of the SM Trustunder the Old Articles.

Michael Risman was appointed as a Director of the Company pursuant to the rights of VitruvianPartners under the Old Articles.

Andrew Griffith is a director of British Sky Broadcasting Group plc (“BSkyB”). The Company purchasesadvertising services on wholly commercial terms from Sky Media, a division of the BSkyB group.

Transactions with Directors

No Director or Senior Manager has, or has had, any interest in any transaction which is or was unusualin its nature or conditions or which is, or was, significant in relation to the business of the Company andwhich was effected by any member of JUST EAT during the current or immediately preceding financialyear, or during any earlier financial year, and remains in any respect outstanding or underperformed.

Save as otherwise described in paragraph 9.1.4 of this Part XVI, there are no outstanding loansgranted by the Company or any Group company to any of the Directors or Senior Managers nor hasany guarantee been provided by the Company or any Group company for their benefit.

Director appointment arrangements

Save as otherwise disclosed in this paragraph 6.3 and paragraph 18.8 of this Part XVI, there are noarrangements or understandings with the Major Selling Shareholders, customers, suppliers or otherspursuant to which any Director or Senior Manager was selected as a director or senior manager (asthe case may be).

7. SUMMARY OF REMUNERATION AND BENEFITS

A summary of the amount of remuneration paid to the Directors (including any contingent or deferredcompensation) and benefits in kind for the financial year ended 31 December 2013 is set out in thetable below. The Directors and Senior Managers are categorised in their positions as at the LatestPracticable Date for these purposes.

Director RoleSalary / fees

(£)Bonus

(£)

Benefits inkind(£)

Total yearended

31 December2013(£)

John Hughes,CBE . . . . . . . . .

Chairman 59,993 — — 59,993

David Buttress . . Group ChiefExecutive

Officer

238,584 116,162 831 355,577

Michael Wroe . . . Group ChiefFinancial

Officer

190,808 54,874 1,942 247,624

BenjaminHolmes . . . . . .

Non-ExecutiveDirector

— — — —

MichaelRisman . . . . . .

Non-ExecutiveDirector

— — — —

FredericCoorevits . . . . .

Non-ExecutiveDirector

— — — —

LaurelBowden . . . . . .

Non-ExecutiveDirector

— — — —

Total . . . . . . . . . . 489,385 171,036 2,773 663,194

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For the year ended 31 December 2013, the aggregate total remuneration paid (including contingent ordeferred compensation) and benefits in kind granted (under any description whatsoever) to all of theSenior Managers was £1,692,244. Of this, £1,326,290 was in respect of salary/fees, £354,563 was inrespect of bonuses and £11,391 was in respect of benefits in kind. In addition, £371,057 was paid tocertain members of senior management in respect of compensation for loss of office.

The aggregate amount set aside by JUST EAT to provide pension, retirement or similar benefits inrelation to Directors and Senior Managers in the last financial year (ended 31 December 2013) was£nil.

8. DIRECTORS TERMS AND CONDITIONS

8.1 Remuneration Policy

The remuneration policy for Executive Directors and other senior managers is reviewed regularly bythe Remuneration Committee in order to ensure that it remains appropriate for a listed company ofcomparable size, value and complexity. The Company intends to conduct such a review followingAdmission. The Remuneration Committee, in undertaking a review, takes independent, specialist,advice.

The principal objectives of the remuneration policy are to attract, retain, and motivate the Group’sExecutive Directors and senior management, provide incentives that align with, and support, theGroup’s business strategy, and align incentives with the creation of long-term shareholder value. TheRemuneration Committee seeks to ensure that the Executive Directors are fairly rewarded for theGroup’s performance over the short- and long-term. A significant proportion of potential totalremuneration is therefore performance-related.

The Remuneration Committee takes into consideration the remuneration arrangements for the wideremployee population in making its decisions on remuneration for Executive Directors and seniormanagement. Remuneration decisions are also driven by external considerations, in particular localcompetitive practice in the markets in which the Group competes for talent.

Subject to any amendments which may be made as a result of the review to be conducted by theRemuneration Committee following Admission, the following is a summary of the Company’sremuneration policy.

Base salary

Base salary provides the foundation of a package that will attract, retain and motivate the right talentfor JUST EAT. Salaries reflect each individual’s role, responsibilities and experience, and take intoaccount competitive practice in relevant talent markets.

Current base salaries are £300,000 for the CEO and £250,000 for the CFO. Adjustments to ExecutiveDirector salaries will take account of increases awarded across the Group as a whole, and conditionselsewhere in the Group, the experience and performance of the individual, pay levels for comparableroles at comparable online businesses and listed companies of comparable value, size and complexity,and any changes in responsibilities or scope of the role.

Pension

Executive Directors are auto-enrolled into the Company’s defined contribution pension plan on thesame terms as other UK employees, receiving pension contributions of 1% of salary, increasing to 3%over the next 3 years. Executive Directors are offered the opportunity of sacrificing a proportion of theirsalary into pension arrangements, in which circumstances the Company makes a contribution equal tothe amount of its National Insurance saving.

Benefits

Executive Directors will receive benefits which the Remuneration Committee considers to becompetitive in the markets in which each individual is employed. Such benefits currently include private

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medical insurance and life insurance, and the Company will reimburse the reasonable costs ofcommuting (and associated tax costs) with a value of up to £12,000 per year. In addition, the CEO, butnot the CFO, is currently provided with a car allowance of £7,900. Relocation allowances andinternational assignment related benefits may also be provided as necessary.

Annual bonus

Executive Directors and other senior managers participate in annual bonus arrangements which aredesigned to incentivise and reward outperformance of financial and non-financial targets, to deliverincreased value to shareholders and accelerate delivery of the strategic plan.

Performance measures, targets and weightings are set at the start of each financial year by referenceto Group financial measures (currently Underlying EBITDA and revenue growth), as well as theachievement of personal/strategic objectives. The bonus for threshold performance will not exceed25% of the maximum opportunity. For 2014, the financial and personal/strategic objectives are eachweighted 50%, although the Committee retains discretion to vary these weightings to maintainalignment with the business priorities for the year. Performance targets are generally calibrated withreference to the Company’s budget for the year.

Although currently paid in cash on a six-monthly basis, from 2015 the Remuneration Committeeproposes that bonuses will be paid annually and will also keep under review whether it is appropriatefor bonuses to be partly deferred into shares. Where such arrangements are operated, individualswould be able to receive a dividend equivalent in cash or shares equal to the value of dividends whichwould have accrued during the vesting period.

Long-term incentives

Executive Directors and other senior managers will participate in long-term incentive arrangementsdesigned to drive sustained long-term performance that supports the creation of shareholder value.

Following Admission, Executive Directors and other senior managers may receive awards of shares,nil-cost options or market value options, which may be granted annually. Award levels are expressedas a number of shares, in the normal course equivalent in value of up to 200% of salary in the case ofperformance shares or nil cost options and 300% of salary in market value options. The RemunerationCommittee will review award sizes prior to each grant to ensure that they are appropriate in light ofmarket data and individual and Group performance.

Vesting of any long-term incentives will be subject to continued employment and achievement ofperformance conditions measured generally over a period of at least 3 years. If no entitlement hasbeen earned at the end of the relevant performance period, awards will lapse. Vesting for thresholdperformance will not exceed 25% of the maximum opportunity. Performance conditions may include,but will not be limited to, TSR relative to a relevant comparator group, EPS, Underlying EBITDA andrevenue growth. The Committee will determine the appropriate performance measures, weightings andtargets prior to grant to align with the Company’s strategy and creation of shareholder value.

Individuals may receive a dividend equivalent in cash or shares equal to the value of dividends whichwould have accrued during the vesting period.

Clawback

Clawback provisions may be operated by the Remuneration Committee in respect of awards under thenew long-term incentive arrangements in certain circumstances, including the individual’s misconduct,a material misstatement of results, or a mistake being made in calculating the vesting of any award.

Share ownership guidelines

To help further align Executive Directors’ and other senior managers’ interests with shareholders, theRemuneration Committee has implemented share ownership guidelines which are designed toencourage individuals to build up a significant shareholding in the Company. Executive Directors arerequired to build and/or maintain a shareholding (excluding shares held conditionally under any

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incentive arrangements but including a number of shares equivalent to the value of any vested andexercisable interest under the Company’s Joint Share Ownership Plan) equivalent to at least 200% ofbase salary. For other senior managers, shares equivalent to at least 75% of base salary should bebuilt up and/or maintained. Until the relevant shareholding levels are met, 50% of any vested sharesfrom incentive arrangements (net of tax) must be retained.

Recruitment policy

New Executive Director and senior management hires will be offered remuneration packages in linewith the Company’s remuneration policy in force at the time. In addition to the above elements ofremuneration, the Committee may, in exceptional circumstances, consider it appropriate to grant anaward under a different structure in order to facilitate the buyout of outstanding awards held by anindividual on recruitment. Any buyout award would be limited to what the Remuneration Committeeconsiders to be a fair estimate of the value of awards foregone when leaving the former employer andwill be structured so as to take into account other key terms, such as vesting schedules andperformance targets, of the awards which are being replaced.

Chairman and Non-executive Director fees

The Chairman’s and the other Non-Executive Directors’ fees will be set at a level to reflect the amountof time and level of involvement required in order to carry out their duties as members of the Board andits committees, and to attract and retain Non-Executive Directors of the highest calibre with relevantcommercial and other experience.

Fee levels are set by reference to non-executive director fees at companies of similar size andcomplexity and general increases for salaried employees within the Company. The fee paid to theChairman is determined by the Remuneration Committee, while the fees for other Non-ExecutiveDirectors are determined by the Board as a whole. Additional fees are payable for acting as SeniorIndependent Director and as Chairman of the Board’s Audit and Remuneration Committees. Thecurrent fee levels are a base fee of £100,000 for the Chairman and £45,000 for the other Non-Executive Directors, with an additional £5,000 for the Senior Independent Director and £7,500 for theChairman of each of the Board’s Audit and Remuneration Committees. The maximum aggregateannual fee for non-executive directors provided in the Company’s Articles of Association is£2,000,000 p.a.

Subject to the Chairman’s existing interests noted in paragraph 6.2 of this Part XVI, the Chairman andother Non-executive Directors are not eligible to participate in any of the Company’s incentivearrangements going forward, and do not receive pension contributions.

8.2 Executive Directors

8.2.1 General terms

On 25 March 2014, the Company entered into new service contracts with David Buttress and MichaelWroe (each an “Executive Director”, together the “Executive Directors”). The new service contractsare conditional upon and take effect from Admission. The principal terms of these service contracts areset out below.

David Buttress and Michael Wroe will be paid annual base salaries of £300,000 and £250,000,respectively, which will be reviewed by the Remuneration Committee at least once in each twelvemonth period, but the Remuneration Committee shall not be obliged to make any increase in thesalary.

The Company shall provide each of the Executive Directors with a benefit package which includesmembership of a private medical insurance scheme, the Group Death in Service Life AssuranceScheme, and reimbursement of the cost of commuting (and associated tax costs) with a value of up to£12,000 per year. In addition, David Buttress will receive an annual car allowance of £7,900.

In addition to English public holidays, the Executive Directors shall each be entitled to 25 days’ holidayin each calendar year to be taken at such times as may be approved by the Board.

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8.2.2 Termination provisions

The service contracts of the Executive Directors may be terminated by not less than 12 months’ writtennotice by the Company and 6 months’ notice by the Executive Director. The contracts do not containany specific provisions relating to a change of control of the Company.

At any time after notice of termination has been served by either party, or if the Executive Directorresigns without giving due notice and the Company does not accept his resignation, the Company mayin its discretion place the Executive Director on garden leave during which time the Executive Directoris subject to certain restrictions.

The Company may elect to terminate the Executive Directors’ employment immediately by making apayment equivalent to, in the case of David Buttress, 1.6 times, and in the case of Michael Wroe, 1.4times, basic salary (if notice is given on or before 31 December 2014) or, in the case of David Buttress,1.2 times, and in the case of Michael Wroe, 1.1 times, basic salary (if notice is given on or after1 January 2015) in each case in lieu of notice or, if notice has already been given, the remainder of thenotice period.

The Company shall be entitled to terminate the employment of an Executive Director with immediateeffect in certain circumstances, including where that Executive Director (i) is guilty of seriousdishonesty or of gross misconduct or incompetence or wilful neglect of duty or commits any serious orpersistent breach of any term of his service contract other than a breach which is capable of remedyand which is remedied within 30 days; (ii) is convicted of a criminal offence; (iii) is guilty of conductwhich in the reasonable opinion of the Board brings himself or the Company or any other member ofthe Group into disrepute; (iv) is declared bankrupt; (v) is disqualified or disbarred being a director byreason of any order made by any competent court; (vi) ceases to be a director of the Company or anyGroup Company by his own act or default; (vii) is unable to perform his duties through sickness orinjury for twenty six consecutive weeks or an aggregate of twenty six weeks in any fifty two consecutiveweeks; (viii) after receiving written warning from the Company in respect of the poor performance of hisduties, continues, in the reasonable opinion of the Board, to perform his duties to an unsatisfactorystandard; or (ix) engages in any activity, practice or conduct which contravenes any applicable laws,statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited tothe Bribery Act 2010 and any policies and procedures published by the Company.

For the period of twelve months after termination of an Executive Director’s service contract, thatExecutive Director may not (i) be engaged in or exercise a dominant or controlling influence over acompeting business; (ii) canvas, solicit, approach or seek out any person who was a customer or clientof the business during the 12 months prior to the earlier of the termination of the Executive Director’semployment, the commencement of any garden leave period and the date on which the ExecutiveDirector is no longer required to conduct his role or provide a handover to his successor (the “Period”)and with whom the Executive Director dealt with during the Period; (iii) have any business dealingswith any person who was a customer or client of the business during the Period and with whom theExecutive dealt during the Period; (iv) interfere with the continuance of any supplies to the businessfrom any supplier who has supplied the Company and/or any Group Company at any time during thePeriod; (v) approach, solicit, seek out or endeavour to entice away any person who is an employee orconsultant to the Company or any Group Company in a senior, executive, technical, advisory or salescapacity and who the Executive Director knew or worked with during the Period; and (v) offeremployment in a competing business to any person who is an employee or consultant to the Companyor any Group Company in a senior, executive, technical, advisory or sales capacity and who theExecutive Director knew or worked with during the Period.

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8.2.3 Summary of service contracts

Details of the service contracts entered into with the Executive Directors on 25 March 2014 are set outbelow:

Director PositionDate of

commencementUnexpired

term (months)

Notice periodby Company

(months)

Notice periodby director(months)

DavidButtress . . . . .

Group ChiefExecutiveOfficer

Admission — 12 6

Michael Wroe . . Group ChiefFinancialOfficer

Admission — 12 6

8.3 Non-Executive Directors

8.3.1 General terms

The Company has the following non-executive directors: John Hughes CBE, the Non-ExecutiveChairman; Andrew Griffith, the Senior Independent Non-Executive Director, Gwyn Burr, anindependent Non-Executive Director, and Benjamin Holmes, Michael Risman, Frederic Coorevits andLaurel Bowden (each of the non-executive directors, a “Non-Executive Director”, together the “Non-Executive Directors”). Each of the Non-Executive Directors was appointed by letter of appointment foran initial term of two years from Admission other than Laurel Bowden whose letter of appointment wasfor a term of up to 180 days following Admission.

From Admission, John Hughes CBE will be paid an annual fee of £100,000. Each of Andrew Griffithand Gwyn Burr will be paid an annual fee of £45,000. An additional fee of £5,000 is payable to Mr.Griffith for his role as Senior Independent Non-Executive Director and an additional fee of £7,500 ispayable to Mr. Griffith and Ms. Burr for their roles as chairman of the Audit Committee andRemuneration Committee, respectively. None of Benjamin Holmes, Michael Risman, FredericCoorevits or Laurel Bowden shall receive a fee in connection with their appointment as Non-ExecutiveDirectors.

Each of the Non-Executive Directors shall be entitled to have reimbursed all fees that they reasonablyincur in the performance of their duties as a director in accordance with their terms of appointment.

8.3.2 Termination provisions

The appointment of a Non-Executive Director may be terminated immediately without any entitlementto compensation if that Non-Executive Director is (i) removed as a director; or (ii) required to vacateoffice for any reason pursuant to the Articles of Association or under any applicable law.

The appointment of a Non-Executive Director may be terminated with immediate effect if that Non-Executive Director (i) commits a material or repeated breach or non-observance of his or herobligations to the Company; (ii) is guilty of any fraud or dishonesty, convicted of any arrestable criminaloffence or have acted in a manner which, in the opinion of the Company acting reasonably, brings or islikely to bring the Non-Executive Director or the Company into disrepute or is materially adverse to theinterests of the Company; or (iii) is declared bankrupt or is disqualified from acting as a director.

For the period of six months immediately after the termination of a Non-Executive Director’sappointment, that Non-Executive Director may not carry on or be engaged, concerned or interested inany business which competes directly with any business being carried on by the Company.

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8.3.3 Summary of letters of appointment

Details of the terms of the letters of appointment of the Non-Executive Directors are set out below:

Director Date of AppointmentCurrent

termCurrent

age

John Hughes CBE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 December 2011 2 years 62Benjamin Holmes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 July 2009 2 years 40Michael Risman(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 March 2014 2 years 45Frederic Coorevits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 July 2009 2 years 44Laurel Bowden(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 March 2011 180 days 48Andrew Griffith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 March 2014 2 years 43Gwyn Burr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 March 2014 2 years 51

(1) Mr. Risman also acted as the primary representative of the former corporate director of the Company, Vitruvian Directors 1Limited, from April 2012 to March 2014.

(2) Ms. Bowden has indicated to the Company that she intends to resign as a Director no later than 180 days after Admission.

8.4 Directors’ indemnities

All of the Directors have been granted indemnities by the Company to the maximum extent permittedby the Companies Act 2006 (including the right to recover costs on an “as incurred” basis), subject tocertain exceptions including that such indemnities will not apply to the extent that any recovery is madeby or on behalf of the Director under any policy of insurance.

9. EMPLOYEE SHARE SCHEMES

9.1 Existing employee share plans

The Company currently has options and awards outstanding under five employee incentivearrangements (each as defined below), the Approved CSOP, the International CSOP, the EMI Plan,the EMI Plan No. 2 and the Joint Share Ownership Plan.

No new grants will be made under these arrangements following Admission.

9.1.1 Company Share Option Plan (the “Approved CSOP”)

The Approved CSOP is an HM Revenue & Customs approved company share option plan whichprovides for the grant of options over Ordinary Shares.

As at the Latest Practicable Date there are options under the Approved CSOP outstanding over5,701,698 Ordinary Shares, of which options over 1,787,265 Ordinary Shares have vested, withexercise prices of between £0.1667 and £0.5767 per Ordinary Share.

The exercise of options under the Approved CSOP may be satisfied with the issue of new OrdinaryShares.

Options vest over time, as to 25% on the first anniversary of the vesting start date and then equally ona quarterly basis until becoming fully vested on the fourth anniversary of the vesting start date. Optionsare exercisable at any time from Admission to the extent vested as at the date of exercise.Unexercised options lapse on the tenth anniversary of the grant date.

Unexercised options will also lapse in the event of a participant ceasing to be a director or employee ofany member of the Group by reason of gross misconduct. On ceasing to a director or employee for anyother reason, unvested options lapse, but any vested options continue to be capable of exerciseprovided that the participant does not breach of any restrictive covenant or other term of theparticipant’s employment contract or commence employment with a competitor within 12 months ofceasing to be a director or employee of the Group.

The number of Ordinary Shares and/or the option exercise price may be adjusted on a variation ofshare capital of the Company so that the total exercise price payable in respect of an option remainsunchanged. The Board may amend the terms of the Approved CSOP at any time, subject to obtaining

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any necessary approval from HM Revenue & Customs, and provided that no amendment to theadvantage of participants may be made without prior approval of the Company in general meeting(save where the amendment is necessary or desirable in order to obtain or maintain HM Revenue &Customs approval and/or favourable tax, exchange control or regulatory treatment, minor to benefit theadministration of the plan and/or to take account of changes in legislation). Benefits under theApproved CSOP are not pensionable.

9.1.2 Company Share Option Plan No. 2 (International) (the “International CSOP”)

The terms of the International CSOP are the same as the terms of the Approved CSOP, save as setout below.

As at the Latest Practicable Date there are options under the International CSOP outstanding over3,849,984 Ordinary Shares, of which options over 1,452,870 Ordinary Shares have vested.

The International CSOP is not an HM Revenue & Customs approved plan. The options granted underthe International CSOP have exercise prices between £0.1667 and £0.5767 per ordinary share.

The exercise of options under the International CSOP may be satisfied in whole or part by a cashpayment in lieu of the issue or transfer of Ordinary Shares.

9.1.3 Enterprise Management Incentive Share Option Plan (the “EMI Plan”) and the EnterpriseManagement Incentive Share Option Plan No. 2 (the “EMI Plan No. 2”)

Options granted under the EMI Plan and the EMI Plan No. 2 (together the “EMI Plans”) are HMRevenue & Customs tax advantaged enterprise management incentive options granted over B ordinaryshares.

As at the Latest Practicable Date there are options under the EMI Plan outstanding over 2,505,357B ordinary shares, all of which have vested and are therefore fully exercisable, with exercise prices of£0.0333 per B ordinary share, and options under the EMI Plan No. 2 outstanding over 407,538B ordinary shares, of which options over 311,310 B ordinary shares have vested, with an exerciseprice of £0.0463 per B ordinary share.

On the reclassification of B ordinary shares as Ordinary Shares, options granted under the EMI Planswill be adjusted so as to continue to subsist as options over the same number of Ordinary Shares.

The exercise of options granted under the EMI Plans may be satisfied with the issue of new B ordinaryshares or, following the adjustment to reflect the reclassification of B ordinary shares as OrdinaryShares, will be able to be satisfied by the issue of new Ordinary Shares.

Under the EMI Plan, where a participant is dismissed summarily for gross misconduct, options willlapse, unless the Board determines otherwise. Where the reason for the cessation is other than due togross misconduct, options will be exercisable for a period of 40 days (or 12 months in the case ofdeath). Any unexercised options will lapse on the fifth anniversary of the date on which they becamefully vested.

In respect of the EMI Plan No. 2, all options which are not yet fully vested vest and become exercisableover time, as to 25% on the first anniversary of the vesting start date (as stipulated in the optionagreement) and then equally on a quarterly basis until becoming fully vested on the fourth anniversaryof the vesting start date (as stipulated in the option agreement). Options may only be exercised to theextent vested as at the date of exercise.

Under the EMI Plan No. 2, in the event of a participant ceasing to be a director or employee of theGroup due to death, ill-heath or disability an option may be exercised to the extent vested for a periodof 40 days (or 12 months in the case of death). Where the cessation is for any other reason optionsshall lapse unless the Board determines otherwise. Unexercised options shall lapse on the tenthanniversary of grant.

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Under both of the EMI Plans, the number of shares subject to options and/or the option exercise pricemay be adjusted on a variation of share capital of the Company. The Board may amend the terms ofthe EMI Plans at any time provided that no amendment to EMI Plan No. 2 to the advantage ofparticipants may be made without prior approval of the Company in general meeting (save where theamendment is to obtain favourable tax, exchange control or regulatory treatment, or to benefit theadministration of the plan and/or to take account of changes in legislation). Benefits under the EMIPlans are not pensionable.

9.1.4 Joint Share Ownership Plan (“JSOP”)

Joint Ownership Awards have been made to certain directors and employees of the Group and theseawards consist of a joint interest in the shares subject to the terms set out below (the “JointOwnership Awards”). Joint Ownership Awards have been granted in respect of B ordinary shares andOrdinary Shares. The B ordinary shares and Ordinary Shares subject to the Joint Ownership Awardsare already in issue and are held by an employee benefit trust (the “Employee Benefit Trust”). As atthe Latest Practicable Date 6,012,900 B ordinary shares and 12,685,950 Ordinary Shares were inissue subject to the Joint Ownership Awards. Awards in respect of 3,955,473 B ordinary shares havevested and awards in respect of 598,428 Ordinary Shares have vested.

The B ordinary shares under the Joint Ownership Awards will be subject to the reclassification of Bordinary shares as Ordinary Shares as further described above. Consequently, following Admissionthese Joint Ownership Awards will continue on their existing terms over the same number of OrdinaryShares.

Pursuant to the Joint Share Ownership Plan, participants subscribed for the jointly owned sharessubject to the Joint Ownership Award jointly with the Employee Benefit Trust. Under the terms onwhich participants subscribed for the jointly owned shares, the participant’s interest in the jointly ownedshares entitles the participants to share in the proceeds of sale of the jointly owned shares up to theaggregate of the participant’s subscription amount and the value in excess of a set hurdle.

Each participant was required to pay a subscription amount for the jointly owned shares equal to themarket value of the participant’s interest as determined by HMRC, and, in accordance with the terms ofthe JSOP, such amount was left outstanding as a liability to the Company. Due to the differingcircumstances on the different dates on which participants subscribed for jointly owned shares, HMRCdetermined market value on certain acquisition dates as being only a nominal sum, and on otheracquisition dates as being more significant.

As a preparatory step to Admission, the Company called all outstanding subscription amounts on thejointly owned shares. In order to facilitate this, the Company has made a loan to every participant in theJoint Share Ownership Plan whose subscription amount was valued by HMRC at more than a nominalsum (which includes the Executive Directors, the Chairman and the Senior Managers). The amount ofeach loan was the same as the amount of each such participant’s outstanding subscription amount,and was immediately applied by the Company in full in paying up that amount. The aggregate amountof the loans made to participants was £5,259,098.60, which remains an outstanding obligation infavour of the Company. This is the same amount as the aggregate subscription amount for suchparticipants, which until paid up with the loan was also an outstanding obligation in favour of theCompany. The loans become due for repayment at the latest by the date on which the jointly ownedshares are disposed of. If, on the date on which jointly owned shares vest or on the first date thereafteron which a disposal of those jointly owned shares would not be prohibited by law or regulation (or inthe event that the loan is required to be repaid while jointly owned shares are unvested), the value ofthe participant’s interest in those jointly owned shares is less than the outstanding loan amountattributable to those jointly owned shares, provided that vested shares are disposed of at (or withoutdelay on behalf of the participant as soon as reasonably possible following) that time and the proceedsare applied in reducing the loan, the amount of the loan attributable to those jointly owned shares thatshall be repayable shall be limited to the value of the participant’s interest in those jointly owned shareswith any balance of the loan amount attributable to those jointly owned shares no longer beingrepayable. Until the Joint Ownership Awards are fully vested, the Company will also make annualpayments to the participants the net amount of which will reimburse the participants for the annualincome tax charge that arises on such proportion of the outstanding loan amount as is attributable tounvested jointly owned shares.

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The Joint Ownership Awards vest over time, as to 25% on the specified date established on grant andthen equally on a quarterly or monthly basis until becoming fully vested on the fourth anniversary of thevesting start date, and certain Joint Ownership Awards are subject to additional vesting conditions.Once vested, the participant can require the shares subject to the Joint Ownership Awards to be sold.The participant will normally forfeit all or part of his unvested interest on a no-gain no-loss basis onceasing employment, subject to the reason for the cessation. To the extent not otherwise sold, theEmployee Benefit Trust can require all shares subject to Joint Ownership Awards to be sold on thetenth anniversary of the date of award or, in respect of more recent awards, on the tenth anniversary ofthe date of Admission.

Dividends payable on the jointly owned shares are split between the participant and the EmployeeBenefit Trust, in proportion to the value of their respective interests at such time. Dividends will bepayable on jointly owned shares where the Company so determines, in the absence of which thedividend is waived. The voting rights in respect of the Ordinary Shares subject to the Joint OwnershipAwards may be exercised only by the Employee Benefit Trust.

The hurdle may be adjusted on a variation of share capital of the Company or on a reorganisation orreconstruction of the Company or the demerger of any member from the Group. The terms of JointOwnership Awards may be amended by agreement of the Employee Benefit Trust and the participant.

Benefits under the Joint Ownership Awards are not pensionable.

9.2 The New Employee Share Plans

The Board believes that it is important to attract, motivate and retain employees of the appropriatecalibre and to align their interests with those of shareholders in the Company. Accordingly, the NewEmployee Share Plans have been adopted, some or all of which may be used by the Company fromtime to time as appropriate.

The terms of the New Employee Share Plans are summarised below and were approved by ashareholder written resolution passed on 17 March 2014.

9.2.1 The JUST EAT Performance Share Plan (the “PSP”)

Administration

Awards may be granted, and the PSP will be administered, by the Board or a duly authorisedcommittee of the Board. The current intention is that the PSP will be administered and awards grantedby the Remuneration Committee (and this will always be the case in respect of awards for ExecutiveDirectors).

Eligibility

Awards may be granted to any of the employees of the Company or its subsidiaries, including theExecutive Directors.

Form of awards

Under the PSP, awards will take the form of either:

• a conditional right to receive Shares which will be automatically transferred to the awardholder following vesting (a ‘‘Conditional Award’’);

• a nil or nominal-cost option, exercisable by the award holder following vesting during apermitted exercise period (extending not later than the tenth anniversary of the date of award)(an ‘‘Option’’); or

• an interest in Shares which will be held on behalf of the award holder until vesting (a‘‘Forfeitable Share Award’’). The award holder will not be entitled to call for or otherwise dealin the Shares subject to a Forfeitable Share Award prior to vesting.

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Dividend equivalents

Award holders may receive an additional payment (or Shares of equivalent value) equal to thedividends during the vesting period which would have been paid on the number of Shares that vest.

Individual limit

The maximum market value of the Shares over which an employee may be granted an award underthe PSP in any financial year shall not exceed an amount equal to 200% of the employee’s grossannual basic salary at that time. In exceptional circumstances, this limit may be increased to 300% atthe discretion of the Remuneration Committee.

Performance conditions

The Remuneration Committee will determine the performance conditions which will apply to awardsand which will be measured, ordinarily, over a period of not less than three years. The RemunerationCommittee may specify a shorter period only where an award is granted in connection with therecruitment of an eligible employee. There will be no provision for re-testing. The RemunerationCommittee may alter the performance conditions if events happen after the date of grant that causethe Remuneration Committee to consider that any element of the performance condition is no longer afair measure of the Company’s performance, provided that the revised target is not considered to bematerially less challenging in the circumstances.

Vesting

Awards will normally only vest three years after the date of grant, while the award holder remains inoffice or employment with the Group, and to the extent that relevant performance conditions have beenmet. The Remuneration Committee may specify a shorter vesting period only where an award isgranted in connection with the recruitment of an eligible employee.

If the Remuneration Committee so determines, an award may be satisfied in whole or in part by a cashpayment as an alternative to the issue or transfer of Shares.

Leavers

An award will normally lapse where the award holder ceases to hold office or employment with theGroup. Awards will not lapse where the cessation of office or employment with the Group is due toinjury, disability, redundancy, retirement, the transfer of the award holder’s employment in connectionwith a business sale, the company with which the award holder holds office or employment ceasing tobe a member of the Group, or any other reason if the Remuneration Committee so determines (a‘‘Good Leaver’’).

Where an award holder ceases employment for a Good Leaver reason, the award will continue andvest on its normal vesting date. However, the Remuneration Committee may determine that the awardwill instead vest on or at any time following the date of cessation. On the death of a participant, anaward shall immediately vest. Where an award holder ceases employment for a Good Leaver reasonor by reason of death, an award in the form of an Option will be exercisable during a period of sixmonths from the date of cessation (or such longer period as the Remuneration Committee may permit)or 12 months in the case of death.

Corporate actions

In the event of a change of control, awards will normally vest and Options may be exercised for aperiod of six months. In the event of the passing of a resolution for the voluntary winding-up of theCompany, awards will vest and Options will be exercisable for a period of two months. In the event of ademerger of a substantial part of the Group’s business, a special dividend or a similar event affectingthe value of the Shares to a material extent, awards may be adjusted as set out below or theRemuneration Committee may allow awards to vest, in which case Options may be exercised for aperiod of two months, or such longer period as the Remuneration Committee may permit. Where thecorporate action forms part of an internal re-organisation, unless the Remuneration Committeedetermines otherwise, an award shall not vest, and instead will be rolled-over into an award overshares in the new controlling company of equivalent value.

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Extent of vesting

Awards will only vest (including for leavers or on a corporate action) to the extent that the relevantperformance conditions have been satisfied. Where an award vests prior to the normal vesting date,the Remuneration Committee will assess performance using such information as it determines to beappropriate.

Where, prior to the normal vesting date, an award holder ceases employment for a Good Leaverreason or there is a corporate action, the number of Shares in respect of which an award vests will,unless the Remuneration Committee determines otherwise, be pro-rated on the basis of the number ofwhole months which have elapsed from grant to the date of cessation or the corporate action (asapplicable).

Joint ownership awards

As an alternative to granting an award under the PSP, the Company may structure the grant as a jointownership award in order to provide tax benefits to the employee. Joint ownership awards will have thesame vesting terms as awards granted under the PSP but will be structured in the same way as thejoint ownership awards which were granted by the Company prior to Admission, together with a rightfor the employee to receive, for nil or nominal cost, the part interest held by the trustee. Jointownership awards will count towards the individual and overall plan limits for the PSP as outlinedabove.

9.2.2 The JUST EAT Employee Share Option Scheme (the “ESOS”)

Administration

Options may be granted, and the ESOS will be administered, by the Board, or a duly authorisedcommittee of the Board. The current intention is that the ESOS will be administered and optionsgranted by the Remuneration Committee (and this will always be the case in respect of options grantedto Executive Directors, if any).

Eligibility

Options may be granted to any of the employees of the Company or its subsidiaries, including theExecutive Directors (although it is currently not anticipated that Executive Directors will participate inthe ESOS).

Form of options

Under the ESOS, options will take the form of either:

• options to acquire Shares in the Company granted under Part A of the ESOS; or

• options to acquire Shares in the Company granted under Part B of the ESOS, which are UKtax-advantaged options governed by relevant statutory provisions (“Tax AdvantagedOptions”).

Alternatively, the Company may make joint ownership awards, as set out below.

Exercise price

No consideration shall be payable for the grant of an Option.

The exercise price of an option will not be less than the greater of:

• the middle-market quotation of a Share on the date of grant, or the dealing day immediatelypreceding the date of grant, or averaged over the three dealing days immediately precedingthe date of grant (in either case, the dealing day(s) must not be earlier than the first day afterthe Company makes an announcement of its final or interim results); and

• in the case of options over unissued Shares, the nominal value of a Share.

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Individual limits

The maximum market value of the Shares, measured at the date of grant, over which any employeemay be granted Tax-Advantaged Options, when including Tax-Advantaged Options which are currentlyheld by that employee, is £30,000.

The maximum market value of the Shares over which any employee may be granted options under theESOS (under either or both of Part A and Part B) in any financial year shall not exceed an amountequal to 300% of the employee’s gross annual basic salary at that time. In exceptional circumstances,this limit may be increased to 400% at the discretion of the Remuneration Committee.

Performance conditions

The Remuneration Committee will determine the performance conditions which will apply to optionsand which will be measured, ordinarily, over a period of not less than three years. For eligibleemployees other than Executive Directors, the Remuneration Committee may determine thatperformance conditions need not apply over and above the inherent requirement for share pricegrowth. Where performance conditions apply there will be no provision for re-testing. TheRemuneration Committee may alter any performance conditions if events happen after the date ofgrant that cause the Remuneration Committee to consider that any element of the performancecondition is no longer a fair measure of the Company’s performance, provided that the revised target isnot considered to be materially less challenging in the circumstances.

Exercise of options

Options will normally only vest and become exercisable three years after the date of grant, while theoption holder remains in office or employment with the Group, and to the extent that relevantperformance conditions have been met. Options will lapse not later than the tenth anniversary of thedate of grant.

If the Remuneration Committee so determines, Options granted under Part A may be satisfied in wholeor in part by a cash payment, or a transfer of shares without payment from the option holder,equivalent in value to the gain which would be made by the option holder on exercise.

Leavers

Options will normally lapse where the option holder ceases to hold office or employment with theGroup. Options will not lapse where the cessation of office or employment with the Group is due todeath, injury, disability, redundancy, retirement, the transfer of the option holder’s employment inconnection with a business sale, the company with which the option holder holds office or employmentceasing to be a member of the Group, or any other reason if the Remuneration Committee sodetermines (a “Good Leaver”).

Where an option holder ceases employment for a Good Leaver reason:

• a Tax-Advantaged Option will immediately vest and be capable of exercise for a period of sixmonths (or 12 months in the case of death); and

• any other option will continue and become exercisable on its normal vesting date, althoughthe Remuneration Committee may determine that the option will instead vest and becomeexercisable on or at any time following the date of cessation.

Once vested, options may be exercised by a Good Leaver for a period of six months (or such longerperiod as the Remuneration Committee may permit).

On the death of an option holder, options shall immediately vest and may be exercised during a periodof 12 months.

Corporate actions

In the event of a change of control, options will normally vest and may be exercised for a period of sixmonths. In the event of the passing of a resolution for the voluntary winding-up of the Company,options will vest and will be exercisable for a period of two months.

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In the event of a demerger of a substantial part of the Group’s business, a special dividend or a similarevent affecting the value of the Shares to a material extent, options (other than Tax-AdvantagedOptions) may be adjusted as set out below or the Remuneration Committee may allow options to vestand be exercised for a period of two months, or such longer period as the Remuneration Committeemay permit.

Where the corporate action forms part of an internal re-organisation, unless the RemunerationCommittee determines otherwise, an option shall not vest, and instead will be rolled-over into an optionover shares in the new controlling company of equivalent value.

Extent of vesting

Options will only become exercisable (including for leavers or on a corporate action) to the extent thatany relevant performance conditions have been satisfied. Where an option becomes exercisable priorto the normal vesting date, the Remuneration Committee will assess performance using suchinformation as it determines to be appropriate.

Where, prior to the normal vesting date, an option holder ceases employment for a Good Leaverreason or there is a corporate action, the number of Shares in respect of which the option may beexercised will, unless the Remuneration Committee determines otherwise, be pro-rated on the basis ofthe number of whole months which have elapsed from grant to the date of cessation or the corporateaction (as applicable).

Joint ownership awards

As an alternative to granting options under Part A to an employee, the Company may structure thegrant as a joint ownership award in order to provide tax benefits to the employee. Joint ownershipawards will have the same vesting terms as options granted under Part A of the ESOS but will bestructured in the same way as the joint ownership awards which were granted by the Company prior toAdmission, details of which are set out at paragraph 9.1.4 of this Part XVI of the Prospectus. Jointownership awards will count towards the individual and overall plan limits for the ESOS as outlinedabove.

9.2.3 The JUST EAT Sharesave Scheme (the “SAYE”)

The SAYE is a UK tax-advantaged all-employee Save As You Earn option plan governed by relevantstatutory provisions.

Administration

Options will be granted, and the SAYE will be administered, by the Board, or a duly authorisedcommittee of the Board.

Eligibility

The SAYE will be open to all employees of the Company, and any of its subsidiaries which the Boardselects for participation, who meet the eligibility criteria. All eligible employees who are chargeable toincome tax as a UK resident must be invited to participate.

Savings arrangements

Employees who apply for an option must enter into HMRC approved savings arrangements. Underthese arrangements, the employee will agree to make monthly savings contributions of a fixed amountwithin statutory limits (up to a maximum, from 6 April 2014, of not more than £500). Shares may onlybe acquired on the exercise of the option using the repayment of accrued savings and interest underthe savings arrangements. Such repayment may be taken as including any bonus (interest) payable, ifany, under the savings arrangements if the Board so decides.

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Exercise Price

The price payable for each Share under option will be determined by the Board at grant provided that itmust not be less than 80 per cent of the market value of a Share at the time of grant.

Exercise of options

An option may not normally be exercised until the option holder has completed making contributionsunder his savings arrangements (which will be either three or five years from the date of entering intothose savings arrangements) and then not more than six months thereafter.

Leavers

Options will normally lapse where the option holder ceases to hold office or employment with theGroup. Options will not lapse where the cessation of office or employment with the Group is due todeath, injury, disability, redundancy, retirement, the transfer of the option holder’s employment inconnection with a business sale, or the company with which the option holder holds office oremployment ceasing to be a member of the Group (a “Good Leaver”).

Where an option holder ceases employment for a Good Leaver reason, the option will be capable ofexercise, for a period of six months (or 12 months in the case of death), only to the extent of accruedsavings and interest, if any, to the date of exercise.

Corporate actions

Options may be exercised in the event of a change of control, a court sanctioning a compromise orarrangement of the Company, or a winding-up of the Company. In such circumstances, options may beexercised, for a period of up to six months, to the extent of accrued savings and interest, if any, to thedate of exercise.

In the event of a change of control of the Company, an acquiring company may offer a roll-over into anoption over shares in the acquiring company, subject to complying with the statutory requirements.

9.2.4 The JUST EAT Share Incentive Plan (the “SIP”)

The SIP is a UK tax-advantaged all-employee plan governed by relevant statutory provisions.

Administration

The SIP will be administered by the Board, or a duly authorised committee of the Board. Sharesacquired under the SIP are held within a UK trust required to be established by the relevant legislation.

Eligibility

The SIP will be open to all employees of the Company, and any of its subsidiaries which the Boardselects for participation, who meet the eligibility criteria. All eligible employees who are chargeable toincome tax as a UK resident must be invited to participate. Other employees may be invited toparticipate.

Form of awards

The SIP provides for awards to be made in one or more of the following ways:

• an award of Shares without payment from the employee (“Free Shares”) up to annualstatutory limits (£3,600 from 6 April 2014);

• Shares purchased by employees from deductions made from their pre-tax salary(“Partnership Shares”) up to annual statutory limits (£1,800 from 6 April 2014, or 10 per centof an employee’s salary for the year if less); and

• an award of Shares without payment from the employee in proportion to the number ofPartnership Shares acquired by that employee (“Matching Shares”), not to exceed statutorylimits (currently two Matching Shares for each Partnership Share acquired).

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Dividend Shares

If dividends are declared in respect of any Shares held in the SIP trust, the Board may allow or requirethose dividends to be re-invested on behalf of the employee in the acquisition of further Shares(“Dividend Shares”).

Holding period

Free Shares and Matching Shares awarded under the SIP must be held in the SIP trust for a holdingperiod specified by the Board of between three and five years. The holding period will end if theparticipant ceases to be employed by the Company or an associated company. Dividend Shares mustremain in the SIP trust for a holding period of three years unless the participant ceases to be employedby the Company or an associated company. Partnership Shares may also be subject to a holdingperiod if determined by the Board.

Restrictions on shares, including forfeiture

Shares in the SIP may be subject to such other restrictions as may be imposed by the Board, includingforfeiture restrictions, subject to the provisions of the applicable legislation.

Corporate actions

Participants in the SIP will have the same rights in the event of a change of control of the Company asother shareholders. To the extent that shares in the acquiring company are received, subject to certainstatutory requirements, such shares may continue to be held in the SIP trust and receive tax benefits.In other circumstances, shares will cease to be subject to the SIP although restrictions, includingforfeiture provisions, may apply.

International participants

The Company will also establish an International SIP, which will be based on the SIP but modified totake account of overseas tax, exchange control and securities laws. Awards under the InternationalSIP will take the form of conditional rights to receive Shares or a cash equivalent amount on vesting.Award holders may receive an additional payment (or Shares of equivalent value) equal to thedividends during the vesting period which would have been paid on the number of Shares that vest.Awards under the International SIP will be subject to the same individual limits on participation asunder the SIP and will count towards the overall plan limit in the SIP (as described below).

Operation of the SIP and International SIP upon Admission

In connection with Admission, eligible employees in the UK and in specified other countries with atleast six months’ qualifying service at Admission will each receive an award of Free Shares. Thenumber of Free Shares awarded will be dependent on the length of qualifying service, with employeeswho have between six and twelve months’ qualifying service receiving £500 worth of Free Shares,rising to a maximum of £3,000 worth of Free Shares for employees who have qualifying service ofthree years or more. The number of Shares awarded will be determined at the IPO offer price.

Employees will be required to leave the Free Shares in the SIP trust during a holding period of threeyears.

Where an employee ceases employment with the Group prior to the end of the holding period, to theextent the Free Shares are not forfeit (as set out below) a restriction on sale will continue to apply,provided that where an employee leaves in circumstances where a tax charge arises sufficient of theFree Shares may be sold on behalf of the employee to fund the tax liability with the net number ofShares remaining subject to the restriction on sale.

The Free Shares will also be subject to a forfeiture provision whereby employees will lose all or aproportion of their Free Shares if they cease to hold office or employment with the Group within threeyears, save where the reason for cessation is death, injury, disability, redundancy, retirement, thetransfer of the participant’s employment in connection with a business sale, or the company with which

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the participant holds office or employment ceasing to be a member of the Group. Where the cessationoccurs within one year, all of the Free Shares will be forfeit; where the cessation occurs within twoyears, 50% of the Free Shares will be forfeit; and where the cessation occurs within three years 25% ofthe Free Shares will be forfeit.

9.2.5 Provisions common to more than one of the New Employee Share Plans

Timing of grant of awards

Options and awards under the PSP and ESOS may, save in exceptional circumstances, only begranted and, in relation to the SAYE, invitations for options made, within a period of 42 days followingthe date of announcement by the Company of its interim or final results (or as soon as practicablethereafter if the Company is restricted from being able to grant options or awards, or make invitations,during such period). SAYE invitations may also be made following the publication of a new prospectusin relation to certified SAYE savings arrangements. Options and awards may be granted within 42 daysof Admission.

Options and awards under the PSP and ESOS may not be granted more than ten years afterAdmission.

Non-Transferable and Non-Pensionable

Options and awards are non-transferable, save to personal representatives following death, and do notform part of pensionable earnings.

Plan Limits

Shares may be newly issued, transferred from treasury or market purchased for the purposes of theNew Employee Share Plans.

The number of Shares subject to outstanding options or awards granted within the previous 10 yearsand the number of Shares issued for the purpose of options and awards granted within the previous10 years shall not exceed 10% of the Company’s ordinary share capital in issue immediately prior tothe proposed date of grant under all employees’ share schemes adopted by the Company.

The number of Shares subject to outstanding options or awards granted within the previous 10 yearsand the number of Shares issued for the purpose of options and awards granted within the previous10 years shall not exceed 5% of the Company’s ordinary share capital in issue immediately prior to theproposed date of grant under all discretionary employees’ share schemes adopted by the Company.

These limits do not include rights to Shares which have been released, lapsed or otherwise becomeincapable of exercise or vesting, or any option or award granted under any of the Company’semployees’ share schemes prior to Admission (or, under the SIP or International SIP, within 14 days ofAdmission).

Treasury shares will count as new issue shares for the purpose of these limits for so long asinstitutional investor bodies consider that they should be so counted.

Variation of capital

The number of Shares subject to options and awards may be adjusted, in such manner as the Board orRemuneration Committee, as applicable may determine, following any variation of share capital of theCompany or, except for tax-advantaged options, a demerger of a substantial part of the Group’sbusiness, a special dividend or a similar event affecting the value of Shares to a material extent.

Alterations

The Board may amend the rules of the New Employee Share Plans as it considers appropriate, subjectto any relevant legislation, provided that no modification may be made which confers any additionaladvantage on participants relating to eligibility, plan limits, the basis of individual entitlement, the price

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payable for the acquisition of Shares and the provisions for the adjustment of options and awardswithout prior shareholder approval, except in relation to performance conditions or minor amendmentsto benefit the administration of the New Employee Share Plans, to take account of a change inlegislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment forparticipants or the Company (or other Group companies).

Clawback

The Remuneration Committee may apply clawback (other than to tax-advantaged options or awards)where at any time before or within three years of vesting it determines that the financial results of theCompany were misstated, an error was made in any calculation or in assessing performance, whichresulted in the number of Shares in respect of which the option or award was granted or vested beingmore than it should have been. The Remuneration Committee may also apply a claw-back where theoption or award holder has been dismissed for misconduct.

A clawback may be satisfied in a number of ways, including by reducing the amount of any futurebonus, by reducing the vesting of any subsisting or future options or awards (other than tax-advantaged options or awards), by reducing the number of Shares under any vested but unexercisedoption and/or by either one or both of a requirement to make a cash payment or transfer of shares tothe Company.

The clawback provisions will not apply following the occurrence of a takeover or similar corporateevent.

Overseas plans

Each of the New Employee Share Plans contains provisions which permit the Board to establish furtherplans for the benefit of overseas employees based on the relevant New Employee Share Plan butmodified as necessary or desirable to take account of overseas tax, exchange control or securitieslaws. Any new Shares issued under such plans would count towards the individual and overall planlimits outlined above.

9.2.6 Employee Benefit Trust (the “EBT”)

The Company may use its existing employee benefit trust, or may establish a new employee benefittrust, to operate in conjunction with the New Employee Share Plans and otherwise to benefitemployees and former employees of the Company and its subsidiaries.

The Company and its subsidiaries may fund the EBT by loan or gift to acquire Shares by marketpurchase, by subscription or from treasury. Any Shares issued to the EBT (where the trust does notacquire Shares by market purchase) will be treated as counting against the plan limits contained in therules of the New Employee Share Plans.

The EBT is, or will be, constituted by a trust deed between the Company and an offshore independentprofessional trustee. The power to appoint and remove the trustee rests with the Company. The EBTwill not, without prior shareholder approval, be able to make an acquisition of Shares where it wouldthen hold more than 5% of the Company’s issued share capital from time to time.

10. PENSIONS

In April 2014 the Group began to make contributions to the personal pension plans of its UK staffthrough a defined contribution company personal pension scheme which is administered by Aviva.Employer contributions to the scheme are a percentage of salary.

In addition, the Group makes defined contributions to the pension arrangements of certain Groupemployees outside the UK.

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11. SELLING SHAREHOLDERS

As at the date of this document, the Selling Shareholders comprise of the SM Trust, Index Ventures,Vitruvian Partners, Redpoint Ventures and Greylock IL (each as defined below; the SM Trust, IndexVentures, Vitruvian Partners, Redpoint Ventures and Greylock IL are together referred to as the “MajorSelling Shareholders”) as well as Appleby Trust (Jersey Trust) Limited; Carlos Morgado; ClareMorgado; David Buttress; Gemma Buttress; Greylock I LP; Index Ventures Growth I (Jersey) LP; IndexVentures Growth I Parallel Entrepeneur Fund (Jersey), LP; Index Ventures V (Jersey) LP; IndexVentures V Parallel Entrepreneur Fund (Jersey), LP; Klaus Nyengaard; Mathew Braddy; MichelleBraddy; Michael Wroe; Rachel Wroe; Munch S.à r.l.; Rasmus Wolff; Redpoint Omega, LP; RedpointOmega Associates LLC; the SM Trust (STM Fidecs Trust Company Limited is the registered holder);and Yucca (Jersey) SLP. The table below sets out the interests of each Selling Shareholderimmediately prior to and immediately following the Offer:

Selling Shareholder(1)(2)

Ordinary Sharesowned priorto the Offer

ExistingOrdinary

Shares to besold in the

Offer

OrdinaryShares

owned afterthe Offer

assuming noexercise ofthe Over-allotment

Option

OrdinaryShares to be

sold if theOver-

allotmentOption is

exercised infull

OrdinaryShares

owned afterthe Offer

if the Over-allotmentOption isexercised

in full

No. %(3) No. No. %(4) No. No. %(4)

STM Fidecs TrustCompany Limited(5) . . . . . 168,090,552 32.0 33,618,110 134,472,442 23.9 37,486,226 130,604,326 23.2

Index Ventures V (Jersey),LP . . . . . . . . . . . . . . . . . . . 112,897,395 21.5 22,579,479 90,317,916 16.0 25,177,489 87,719,906 15.6

Index Ventures V ParallelEntrepreneur Fund(Jersey), LP . . . . . . . . . . . 910,629 0.2 182,125 728,504 0.1 203,080 707,549 0.1

Yucca Partners LP JerseyBranch . . . . . . . . . . . . . . . 1,603,611 0.3 320,722 1,282,889 0.2 357,624 1,245,987 0.2

Index Ventures Growth I(Jersey), LP . . . . . . . . . . . 31,457,727 6.0 6,291,545 25,166,182 4.5 7,015,453 24,442,274 4.3

Index Ventures Growth IParallel EntrepreneurFund (Jersey), LP . . . . . . 1,097,496 0.2 219,499 877,997 0.2 244,754 852,742 0.2

Munch S.à r.l . . . . . . . . . . . . 74,193,165 14.1 12,612,838 61,580,327 10.9 14,064,077 60,129,088 10.7Redpoint Omega, LP . . . . . 41,360,058 7.9 8,272,011 33,088,047 5.9 9,223,792 32,136,266 5.7Redpoint Associates

LLC . . . . . . . . . . . . . . . . . . 1,169,559 0.2 233,911 935,648 0.2 260,824 908,735 0.2Greylock I LP . . . . . . . . . . . . 29,749,923 5.7 5,949,984 23,799,939 4.2 6,634,592 23,115,331 4.1David Buttress(6) . . . . . . . . . 5,002,875 1.0 2,786,364 2,216,511 0.4 2,786,364 2,216,511 0.4Gemma Buttress(6) . . . . . . . 4,950 0.0 4,950 — — 4,950 — —Michael Wroe(6) . . . . . . . . . . 2,789,656 0.5 1,681,711 1,107,945 0.2 1,681,711 1,107,945 0.2Rachel Wroe(6) . . . . . . . . . . 19,289 0.0 19,289 — — 19,289 — —Carlos Morgado(7) . . . . . . . . 1,262,862 0.2 1,248,957 13,905 0.0 1,248,957 13,905 0.0Clare Morgado(7) . . . . . . . . . 4,950 0.0 4,950 — — 4,950 — —Mathew Braddy(7) . . . . . . . . 1,043,811 0.2 1,030,036 13,775 0.0 1,030,036 13,775 0.0Michelle Braddy(7) . . . . . . . . 4,950 0.0 4,950 — — 4,950 — —Klaus Nyengaard(8) . . . . . . . 9,193,905 1.8 919,391 8,274,514 1.5 919,391 8,274,514 1.5Rasmus Wolff(8) . . . . . . . . . . 1,795,905 0.3 203,891 1,592,014 0.3 203,891 1,592,014 0.3Appleby Trust (Jersey

Trust) Limited . . . . . . . . . 18,698,850 3.6 1,856,250(9) 16,842,600 3.0 1,856,250 16,842,600 3.0

Total . . . . . . . . . . . . . . . . . . 502,352,118 100,040,963 402,311,155(10) 110,428,650 391,923,468

(1) The business address of each Selling Shareholder is c/o JUST EAT plc, Masters House, 107 Hammersmith Road, London,W14 0QH.

(2) The above table assumes that the share capital re-organisation (including the issue and allotment of shares to TorchPartners Corporate Finance Limited) described in paragraph 4.2 of this Part XVI (Additional Information) has taken placeand does not include interests in the Ordinary Shares under any option or award arrangement, except where specifiedotherwise.

(3) Percentage calculated prior to the issue of 38,461,538 New Ordinary Shares.(4) Percentage calculated after taking into account the issue of 38,461,538 New Ordinary Shares.

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(5) Prior to the Offer, STM Fidecs Trust Company Limited holds the legal title to 168,090,552 Ordinary Shares for which SMTrust is the beneficial owner. In addition, STM Fidecs Trust Company Limited holds the legal title to a further 6,261,678Ordinary Shares for which the beneficial owner is a third party pursuant to a trust arrangement, but none of such 6,261,678Ordinary Shares are being sold in connection with the Offer.

(6) David Buttress and Michael Wroe are the Executive Directors of the Company and Gemma Buttress and Rachel Wroe aretheir respective spouses.

(7) Carlos Morgado and Mathew Braddy are Senior Managers of the Company and Clare Morgado and Michelle Braddy aretheir respective spouses.

(8) Klaus Nyengaard is a former director of the Company and Rasmus Wolff is a former employee of the Group.(9) Appleby Trust (Jersey Trust) Limited holds the legal title to 1,856,250 Existing Ordinary Shares being sold in connection with

the Offer, of which, under the Joint Ownership Awards, John Hughes has a beneficial interest in 253,125 Ordinary Shares,Sue Hughes has a beneficial interest in 253,125 Ordinary Shares, Adrian Blair has a beneficial interest in 534,767 OrdinaryShares, Aurore Blair (the spouse of Adrian Blair) has a beneficial interest in 5,233 Ordinary Shares and Daniel Read has abeneficial interest in 810,000 Ordinary Shares.

(10) As described in paragraph 9.2.4 of this Part XVI (Additional Information), the Company intends to make an award of FreeShares under the SIP in connection with Admission. The maximum value of such an award, if all of the Free Shares aretaken up by eligible employees, will be £723,000. The Directors and Senior Managers have declined the award under theSIP in connection with Admission, and so will not receive any Free Shares. The number of Free Shares subject to the awardwill be calculated as the award value divided by the Offer Price, and the Free Shares subject to the award are expected tobe issued around the date of Admission.

Each of the Major Selling Shareholders is described below:

The Sara Marron Discretionary Settlement

The Sara Marron Discretionary Settlement (the “SM Trust”) is a discretionary trust set up by way of atrust deed executed in Gibraltar on 8 July 1994. The purpose of the SM Trust is wealth management,property holding and investments. The SM Trust has no named beneficiaries.

The trustee of the SM Trust is STM Fidecs Trust Company Limited (originally called Fidecs TrustCompany Limited and subsequently known as BDO Fidecs Trust Company Limited), a companyincorporated as a limited company in Gibraltar on 5 June 1990 which carries on business as a trustmanager providing trustee services. Its registered office is Montagu Pavilion, 8-10 Queensway, Gibraltar.

The settlor of the SM Trust was Christen Michael Hoegsberg (the “Settlor”) who, in 1994, settled£2,000.00 into the SM Trust. Subsequent activities of the SM Trust have depended upon the successof the underlying companies in which the SM Trust has invested. Pursuant to a letter of wishes dated8 July 1994, the Settlor expressed his desire that in the exercise of their discretion in the administrationof the SM Trust, and the accumulation and distribution of its funds, the Trustee consider the wishes ofMr Bo Bendtsen, a Danish entrepreneur, as expressed from time to time.

The SM Trust holds its interests in the Company through STM Fidecs Trust Company Limited. The SMTrust’s Board appointee is Frederic Coorevits, who guides and advises STM Fidecs Trust CompanyLimited as Trustee of the SM Trust, which is ultimately responsible for the investment decisions andmanagement of the whole portfolio of the SM Trust.

Index Ventures

Index Ventures (“Index Ventures”) is a venture capital advisory group specialising in investments inearly to growth stage companies. Index Ventures has advised on investments in numerous companies,mainly in Europe and the United States, across a wide range of technology, healthcare and software-based sectors. Index Ventures was founded in 1996 and has offices in London, Geneva, SanFrancisco and Jersey. Index Ventures advises various investment funds including those which holdinterests in the Company: namely Index Ventures Growth I (Jersey), LP; Index Ventures Growth IParallel Entrepreneur Fund (Jersey), LP; Index Ventures V (Jersey), LP; Index Ventures V ParallelEntrepreneur Fund (Jersey), LP; and Yucca (Jersey) SLP.

Benjamin Holmes, who is a Partner at Index Ventures, the UK advisory firm, represents these Indexfunds on the board of the Company. Benjamin Holmes focuses on investments in e-commerce, gamesand social media companies at Index Ventures.

Vitruvian Partners

Vitruvian Partners LLP (“Vitruvian Partners”) is an independent private equity firm that specialises inmiddle-market buyouts, growth buyouts and growth capital investments in Northern Europe. Foundedin 2006, the firm recently raised its second fund, a £1 billion vehicle that is continuing Vitruvian

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Partners’ strategy of making both minority and majority investments in “dynamic situations”— businesses that operate in industries characterised by growth and change. These industries includeinformation technology, media, telecoms, financial services, business services and healthcare. ItsBoard appointee is Michael Risman, who is a Managing Partner and Founder of Vitruvian Partners.

Vitruvian Partners was incorporated as a limited liability partnership in England and Wales underregistration number OC319894 and has its registered address at 105 Wigmore Street, London W1U1QY.

Vitruvian Partners holds its interests in the Company through Munch S.à r.l.

Redpoint Ventures

Redpoint Ventures (“Redpoint”) is a growth equity and venture capital firm investing globally in thetechnology sector across the United States, Israel, Brazil, China and European developed markets.Redpoint has invested in over 380 companies and generally seeks to be a lead or co-lead investor inits portfolio companies.

Redpoint was founded in 1999 and has $3.4 billion under management. Redpoint is based in MenloPark, California, with additional offices in Los Angeles, Beijing and Shanghai.

Redpoint holds its interests in the Company through Redpoint Omega, LP and Redpoint OmegaAssociates LLC.

Greylock IL

Greylock I LP (“Greylock IL”) is a venture capital firm investing in all areas of technology. Greylock ILfocuses on investments in Europe and Israel and is an affiliate fund of Greylock Partners, a US venturecapital firm. Greylock IL generally prefers to oversee its investments by way of a position on the boardof directors of its portfolio companies. Greylock IL’s Board appointee for the Company is LaurelBowden, whose areas of focus include software, internet and mobile, and Europe as a key market.

12. SIGNIFICANT SHAREHOLDERS

As at the Latest Practicable Date, insofar as is known to the Company, the following persons had aninterest which represents 3% or more of the voting share capital of the Company (assuming that theshare capital re-organisation described in paragraph 4.2 of this Part XVI (Additional Information) hastaken place and taking into account the number of Existing Ordinary Shares to be sold, and thenumber of New Ordinary Shares to be issued, in connection with the Offer and assuming that the Over-allotment Option has not been exercised):

Name of Shareholder

Numberof Ordinary

Shares

Percentageof issued

sharecapital

SM Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,472,442 23.9%Index Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,373,488 21.0%Vitruvian Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,580,327 10.9%Redpoint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,023,695 6.0%Greylock IL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,799,939 4.2%

Save as disclosed in this paragraph 12, the Directors are not aware of any interest which will representan interest in the Company’s share capital or voting rights which is notifiable under the Disclosure andTransparency Rules following the transaction becoming effective and Admission occurring.

So far as the Company is aware, on Admission, no person or persons, directly or indirectly, jointly orseverally, will exercise or could exercise control over the Company.

There are no differences between the voting rights enjoyed by the shareholders described in thisparagraph 12 and those enjoyed by any other holder of the Company’s Ordinary Shares.

13. MANDATORY BIDS AND COMPULSORY ACQUISITION

Upon Admission, the Company is subject to the City Code and therefore shareholders are entitled tothe protection afforded by the City Code.

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13.1 Mandatory bids

Under Rule 9 of the City Code (i) when a person acquires an interest in shares which (taken togetherwith the shares in which he and persons acting in concert with him are interested) carry 30% or moreof the voting rights of a company subject to the City Code; or (ii) where a person who, together withpersons acting in concert with him is interested in shares which in the aggregate carry not less than30% of the voting rights of a company, but does not hold shares carrying more than 50% of the votingrights of the company subject to the City Code, and such person, or any persons acting in concert withhim, acquires an interest in any other shares which increases the percentage of the shares carryingvoting rights in which he is interested, then in either case, that person together with the person actingin concert with him, is normally required to extend offers in cash, at the highest price paid by him (orany persons acting in concert with him) for shares for in the company within the preceding twelvemonths, to the holders of any class of equity share capital of that company whether voting or non-voting and also to the holders of any other transferable securities carrying voting rights.

13.2 Squeeze-out

Under the Companies Act, if a “takeover offer” (as defined in section 974 of the Act) is made for acompany’s shares and the offeror were to acquire or unconditionally contract to acquire, not less than90% in value of the shares to which the offer relates and not less than 90% of the voting rightsattached to those shares, within three months of the last day on which its offer can be accepted, itcould acquire compulsorily the remaining 10%. It would do so by sending a notice to outstandingshareholders telling them that it will acquire compulsorily their shares to which the offer relates andthen, six weeks later, it would execute a transfer of the outstanding shares under the takeover offer inits favour and pay the consideration to the company, which would hold the consideration on trust foroutstanding shareholders. The consideration offered to the shareholders whose shares are acquiredcompulsorily under the Companies Act must, in general, be the same as the consideration that wasavailable under the takeover offer.

13.3 Sell-out

The Companies Act also gives minority shareholders a right to be bought out in certain circumstancesby an offeror who has made a takeover offer. If a takeover offer related to all the shares and at anytime before the end of the period within which the offer could be accepted the offeror held or hadagreed to acquire not less than 90% of the shares to which the offer relates, any holder of shares towhich the offer related who had not accepted the offer could by a written communication to the offerorrequire it to acquire those shares. The offeror is required to give any shareholder notice of his right tobe bought out within one month of that right arising. The offeror may impose a time limit on the rights ofthe minority shareholders to be bought out, but that period cannot end less than three months after theend of the acceptance period. If a shareholder exercises his or her rights, the offeror is bound toacquire those shares, on the terms of the offer or on such other terms as may be agreed.

14. WORKING CAPITAL

The Company is of the opinion that, taking into account the net proceeds receivable by the Companyfrom the Offer, the working capital available to the Group is sufficient for its present requirements, thatis for at least the next 12 months from the date of publication of this document.

15. DIVIDEND POLICY

The Company intends to retain any earnings to expand the growth and development of its businessand, therefore, does not anticipate paying dividends in the foreseeable future.

16. NO SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Group since31 December 2013, being the date to which the last audited financial information has been published(see Part XII (Historical Financial Information)).

17. RELATED PARTY TRANSACTIONS

Save as disclosed in the Historical Financial Information, there were no related party transactionsentered into by the Company during the years ended 31 December 2013, 2012 and 2011.

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For the period from 1 January 2014 to the Latest Practicable Date, the Company has entered into thefollowing related party transactions:

17.1 Joint Share Ownership Plan

In connection with the Joint Share Ownership Plan and in common with other participants in the plan,John Hughes, David Buttress, Michael Wroe, Adrian Blair and Carlos Morgado each participated in theassociated loan arrangements on the same terms as other participants, and on the Latest PracticableDate had an outstanding balance of £544,447.01, £1,658,842.42, £845,534.85, £460,469.34 and£452,835.00 respectively. The terms of the Joint Share Ownership Plan and associated loanarrangements are described in paragraph 9.1.4 of this Part XVI (Additional Information).

18. MATERIAL CONTRACTS

The following is a summary of each material contract, other than contracts entered into in the ordinarycourse of business, to which the Company or any member of the Group is a party, for the two yearsimmediately preceding the date of publication of this document and a summary of any other contract(not being a contract entered into in the ordinary course of business) entered into by any member ofthe Group which contains any provision under which any member of the Group has any obligation orentitlement which is material to the Group as at the date of this document:

18.1 Subscription & shareholders’ agreement relating to the Company

Subscription & shareholders’ agreement

For the purpose of acquiring, approximately, an additional £36 million funding, the Company enteredinto a subscription and shareholders’ agreement dated 27 April 2012 (the “Subscription &Shareholders’ Agreement”) with the SM Trust, the series C investors, who include, inter alia,Vitruvian Partners, Greylock IL, Index Ventures and Redpoint, the series B investors, who include, interalia, Greylock IL, Index Ventures and Redpoint, and the series A investors, who are entities controlledby Index Ventures. On 27 April 2012, the Company also entered into a deed of termination with the SMTrust, the series B investors and the series A investors to terminate an existing subscription andshareholders’ agreement dated 18 March 2011. Pursuant to the terms of the Subscription &Shareholders’ Agreement, the SM Trust, the series B investors and the series A investors agreed towaive or procure the waiver of all pre-emption, tag along or co-sale rights in connection with a sale andpurchase agreement entered into on 27 April 2012 by Vitruvian Partners, as purchaser, and certain Bordinary shareholders, pursuant to which 191,655 B ordinary shares were sold to Vitruvian Partnersand converted by redesignation into series C shares. Upon entering the Subscription & Shareholders’Agreement, the Company gave certain warranties in favour of the series C investors in relation to, interalia, the Company and its subsidiaries, assets, accounts, history, taxation, litigation, employmentarrangements, compliance with laws, borrowings, capital commitments, insurance and key employees.The aggregate liability of the Company for any claims brought in connection with such warranties islimited to approximately £36 million and such claims must be brought by no later than 12 months afterdelivery to the series C investors of the consolidated accounts of the Company for the financial yearending 31 December 2012 having been approved by the Directors.

Pursuant to the terms of the Subscription & Shareholders’ Agreement, each of Index Ventures,Vitruvian Partners, Greylock IL and the SM Trust have the right to appoint and maintain in office suchperson as that investor may from time to time nominate as a Director. Further details about theDirectors of the Company are set out in paragraph 1 of Part VIII (Directors, Senior Managers andCorporate Governance). Redpoint is entitled to appoint a representative to attend board meetings ofthe Company as an observer.

The Subscription & Shareholders’ Agreement contains certain matters that require the consent of oneor more of the Major Selling Shareholders to become effective, including the variation of rightsattaching to different classes of shares in the Company, the amendment of the Old Articles, thepayment of dividends, any material change to the nature of the Company’s business or the jurisdictionin which it is managed and controlled or the negotiation or permission for the disposal of shares in theCompany. In addition, any increase in the current number of shares of any of the respective shareclasses of the Company shall require a simple majority of each of the series C investors, the series Binvestors, the series A investors, the Company’s shareholders as a whole and the approval of the

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Chairman of the Company. Certain other matters, including without limitation, adopting an operating orcapital budget, capital expenditure, subscriptions, acquisitions or disposals exceeding a threshold of£0.25 million beyond that set in the approved budget, incurring indebtedness beyond £0.5 million, entryinto any joint venture, related party transaction or transaction not conducted at arm’s length andappointments to the board of the Company, require the consent of a majority of the Directors, includingat least two of the nominated representatives of Vitruvian Partners, Greylock IL and Index Ventures.

The parties to the Subscription & Shareholders’ Agreement have agreed that the agreement willterminate upon Admission.

18.2 Investment in Eat.ch GmbH

Series A investment and subscription agreement

On 22 March 2011, Just-Eat Holding Limited (“Just Eat Holding”) entered into, among otheragreements, an investment and subscription agreement pursuant to which it subscribed for a 33%shareholding in Eat.ch GmbH (“Eat.ch”), a Swiss incorporated limited liability company. The corebusiness of Eat.ch is the provision of online and offline marketing and ordering services to takeawayrestaurants. The terms of the investment and subscription agreement required the Group to contributeadditional funding to increase its shareholding to 50%. The combined consideration paid by the Groupto acquire the 50% shareholding in Eat.ch was CHF 600,000. Just Eat Holding has subsequentlyincreased its shareholding in Eat.ch to 64% through the capitalisation of loans and participation incapital increases.

Series A shareholders’ agreement

On 22 March 2011, Just Eat Holding entered into a shareholders’ agreement with Eat.ch and theshareholders thereof. The terms of the shareholders’ agreement gives Just Eat Holding the right to berepresented by two managing directors on a management board that comprises a maximum of fourmanaging directors. Since 1 January 2013, Just Eat Holding has been entitled to elect the chairman ofthe management board who, since that date, has had the casting vote on board decisions. Alltransactions and agreements between Eat.ch and its shareholders (or affiliates or related persons ofsuch shareholders) must be on arm’s-length terms. The shareholders’ agreement grants rights of firstrefusal, tag-along rights and drag-along rights to the shareholders.

The shareholders agreement contains arrangements for Eat.ch to obtain additional funding from itsshareholders. Pursuant to the terms of the shareholders’ agreement, Just Eat Holding has an exclusiveand irrevocable option, exercisable between 1 January 2015 and 30 June 2015, to acquire theremaining share capital of Eat.ch that it does not own at fair market value, as determined by anindependent valuation expert.

18.3 Alloresto joint venture

Stock purchase agreement

On 22 December 2011, Just Eat Holding Limited (“Just Eat Holding”), a wholly-owned subsidiary ofthe Company, entered into a stock purchase agreement to acquire a 50% shareholding in FBA InvestSaS (“FBA Invest”), a company established in France, of which Eat On Line SaS (“Eat On Line”) is awholly owned subsidiary. The cash consideration paid by Just Eat Holding for the shares in FBA Investwas £6.6 million.

Under the terms of the stock purchase agreement, Just Eat Holding has an option to purchasebetween 30% and 50% of the share capital of FBA Invest, which is exercisable between 1 July 2014and 30 July 2014. The total number of shares which Just Eat Holding may acquire under the option willbe determined by the vendors of the shares and will be offered at a minimum price of €23 millionmultiplied by the percentage shareholding of FBA Invest being acquired pursuant to the option (the“Initial Payment”). Following approval of FBA Invest’s 2014 audited financial statements, Just EatHolding may be liable to pay an additional amount to the vendors, in respect of such option exercise,being an agreed multiple of the profit before tax multiplied by the percentage shareholding beingpurchased, less the Initial Payment. The value of the multiple of the profit before tax for 2014 is cappedat €100 million. In the event that there is a force majeure event continuing during the time at which Just

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Eat Holding may give notice to exercise the option, then Just Eat Holding may postpone giving noticeof its exercise of the option until it so chooses, or until the expiry of one year from when the vendorsdeclare the end of such force majeure event. In any such interim period, Just Eat Holding, the vendorsmay agree on a reduced price for the acquisition of the relevant shareholder percentage pursuant tothe exercise of the option. In the event that Just Eat Holding does not exercise this option, then thevendors shall have the right to exercise an option pursuant to which they may purchase between 20%and 50% of FBA Invest from Just Eat Holding for the percentage of shareholding in FBA Invest beingpurchased multiplied by €6.93 million. In the event that Just Eat Holding does exercise its option in July2014 but does not purchase all of the shares in FBA Invest held by the vendors, then Just Eat Holdingmay exercise a further option to purchase all of the remaining shares in FBA Invest held by thevendors which is exercisable between 1 June 2017 and 30 June 2017 and the price of which will bedetermined by the number of shares being purchased by Just Eat Holding pursuant to the exercise ofthe option, multiplied by the profit before tax shown in the 2017 interim audited financial statementsmultiplied by the same 2014 multiple and divided by the total number of issued shares in FBA Invest.Just Eat Holding may be liable to make an additional payment to the vendors after the exercise of suchoption of an amount equal to the difference between a multiple of the agreed profit before tax in the2017 interim audited financial statements and a multiple of the agreed profit before tax in the 2017financial audited accounts, increased by 50% and multiplied by the percentage shareholding in FBAInvest being acquired by Just Eat Holding pursuant to the exercise of such further option.

Shareholders’ agreement

Just Eat Holding also entered into a shareholders’ agreement with FBA Invest, Eat On Line, and theother shareholders of FBA Invest dated 22 December 2011 which sets out the rights and obligations ofthe shareholders of FBA Invest and terminates on the tenth anniversary of the date of the agreement.

Pursuant to the terms of the shareholders’ agreement, there are certain reserved matters listed in theshareholders’ agreement for which the parties undertake to use their respective best efforts to ensure atwo-third majority board approval is achieved. In circumstances where such majority board approval isnot obtained, a deadlock notice may be served which may lead to a binding mediation.

Just Eat Holding and, together, the other shareholders, have each granted the other pre-emptive rightsin respect of the transfer of all or part of their shares in FBA Invest and right of first refusal over theissue of any new shares or securities in FBA Invest. Under the terms of the agreement, certainrestrictions apply on the transfer of shares in FBA Invest, including tag-along rights and drag-alongrights.

Whilst the other shareholders remain shareholders of FBA Invest they may be entitled to receivecertain bonus and dividends, including an exit dividend which Just Eat Holding undertakes to vote forand approve in the event Just Eat Holding exercises its call option in July 2014, in accordance with themechanisms set out in the shareholders’ agreement. The bonus and dividend payments, including anexit dividend, will be payable to the other shareholders according to their respective shareholdings andsubject to a certain level of net cash remaining within Eat On Line.

18.4 Disposal of holding in OnlinePizza Norden

Share purchase agreement

On 23 March 2012, Just Eat Holding entered into a share purchase agreement with Delivery HeroHolding GmbH, a company incorporated in Germany, for the sale of Just Eat Holding’s sharesrepresenting 18.56% of the entire issued and allotted share capital of OnlinePizza Norden AB(“OnlinePizza”), a company incorporated in Sweden which provides an online food ordering service fortakeaway restaurants and consumers across Sweden. The total consideration received by Just EatHolding for the sale of the whole of its shareholding in OnlinePizza was approximately £6.69 million.Just Eat Holding gave certain customary warranties to Delivery Hero at the time of the disposal and,subject to certain exceptions, the period during which Delivery Hero may bring a claim under thewarranties has expired.

18.5 Acquisition of SinDelantal

Share purchase and sale agreement

On 19 September 2012, Just Eat Spain, S.L. (“Just Eat Spain”), as purchaser, and the Companyentered into, inter alia, a share purchase and sale agreement to acquire 100% of the issued share

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capital of SinDelantal Internet, S.L. (“SinDelantal”), a company incorporated in Spain, from its sellingshareholders. The aggregate consideration paid by Just Eat Holding to acquire the shares wasapproximately €2.75 million.

SM agreement

Pursuant to the terms of the share purchase and sale agreement, the Company, Just Eat Spain, alimited liability company owned by SinDelantal’s selling shareholders (“Newco”) and Newco’sshareholders entered into an agreement dated 1 October 2012 that was amended and restated on17 July 2013 by which (a) Just Eat Spain granted to Newco (i) a loan with a maturity term of threeyears for a principal amount of €0.325 million and (ii) a convertible loan with a maturity term of threeyears for a principal amount of €0.175 million, in each case, for the purpose of contributing them toSinDelantal Mexico, S.A. DE C.V (“SinDelantal Mexico”), a wholly owned subsidiary of Newcoincorporated in Mexico, for its exclusive use as working capital and in the development of its Mexicanbusiness; and (b) Newco’s shareholders and Just Eat Spain granted each other a call and put option,respectively, over the entire share capital of Newco as further detailed below (the “SM Agreement”).On or around 1 April 2015, Newco may request that the term of the loans is extended by one year.

At any time before the maturity term of the loans, Just Eat Spain may convert the convertible loan intoshares in Newco that represent 10% of the share capital of Newco. Subject to certain exceptions, JustEat Spain has a right to participate in up to 20% by value of any debt or equity financing of either orboth of Newco and SinDelantal Mexico.

The shareholders in Newco granted to Just Eat Spain a call option over 100% of the share capital inNewco that entitles Just Eat Spain to purchase such share capital at fair market value, as determinedby a single independent valuation professional. If Just Eat Spain does not exercise the call optionwithin the prescribed period, then within ten business days from the expiry of the call option, Newco’sshareholders may exercise a put option requesting Just Eat Spain to purchase all (but not part of)Newco’s shares at a 20% discount to the valuation provided by the independent valuation professional.Just Eat Spain may elect to reject the put option in writing within twenty business days from theexercise of the put option. The call option is exercisable approximately four years from the date theloans were made. In the event that Newco requests that the term of the loans be extended by oneyear, as referred to above, and that request is not accepted, then the call and put options shall not beexercisable.

18.6 Acquisition of Power & Power

Share purchase agreement

On 16 January 2013, Just-Eat.ca Management Limited (“Just-Eat.ca”), as purchaser, and Just EatHolding, as guarantor, entered into a share purchase agreement to acquire 100% of the issued sharecapital of Power & Power Investments, Inc. (“Power & Power”), a corporation incorporated under thelaws of Ontario. As at 16 January 2013, Power & Power owned an 82% shareholding in Just EatCanada Inc. (“Just Eat Canada”), a corporation incorporated under the laws of Ontario, that waspreviously operated as a 50:50 joint venture between the Group and Power & Power pursuant to theterms of a joint venture agreement. Execution of the share purchase agreement resulted in thetermination of both the joint venture agreement and an amended and restated consultancy agreementbetween Power & Power and Just Eat Canada. The consideration paid for the shares in Power &Power was CAD$2 million on closing, subject to a purchase price adjustment, and an additionaldeferred payment of CAD$0.75 million is payable on 2 January 2016. A further deferred earn-outpayment of CAD$0.25 million may become payable on 28 February 2017 dependant on the aggregaterevenues generated by Just Eat Canada in the calendar year ending 31 December 2016.

18.7 Acquisition of Meal 2 Order.com Limited

Share purchase agreement

On 27 February 2014, Just Eat Holding entered into a share purchase agreement for the sale andpurchase of all the issued share capital of Meal 2 Order.com Limited (“Meal 2 Order”), a privatecompany limited by shares incorporated in England and Wales, and its affiliate companies, Meal 2 GoLimited, 1Epos Limited and Meal2Go Ireland Limited (together with Meal 2 Order, the “Meal 2 OrderGroup”). The consideration paid to the vendors was approximately £2.6 million on 27 February 2014,with a further £0.2 million payable on each of 27 August 2014 and 27 February 2015, with each subject

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to customary adjustments or withholdings, as applicable. In addition, Just Eat Holding is liable for therepayment of the Meal 2 Order Group’s debt of approximately £0.72 million. Three key employees ofMeal 2 Order signed service contracts with the Company at the closing of the transaction.

18.8 Board Representation Agreement

On 2 April 2014 the SM Trust, Index Ventures and Vitruvian Partners entered into an agreement withthe Company which, conditional on Admission, entitles each such shareholder party and theirrespective permitted transferees (together the “Shareholder Parties” and each a “ShareholderParty”) to appoint one director to the Board of the Company. The initial appointees are FredericCoorevits (SM Trust appointee), Benjamin Holmes (Index Ventures appointee) and Michael Risman(Vitruvian Partners appointee). This entitlement shall lapse in respect of a Shareholder Party, and suchShareholder Party shall procure that its appointee will resign:

(a) during the period commencing on the date of the agreement and expiring on the date falling twoyears thereafter, or if later, the date of the Company’s annual general meeting held in 2016 (the“Initial Period”), if:

(i) that Shareholder Party ceases to hold at least 5 per cent of the Ordinary Shares; or

(ii) on the occurrence of the Company’s annual general meeting held in 2016, if suchShareholder Party has ceased at any time during the Initial Period to hold at least 10 per centof the Ordinary Shares; and

(b) at any time following the Initial Period, where that Shareholder Party does not hold at least 10 percent of the Ordinary Shares.

Each Shareholder Party has also agreed not to propose the appointment of a further boardrepresentative or vote against the election or re-election of a person the Board has put forward forelection or re-election as a director of the Company.

18.9 Orderly Marketing Agreement

On 2 April 2014, the Company and the SM Trust, Index Ventures and Vitruvian Partners entered intoan orderly marketing agreement in relation to the sale of Ordinary Shares by each Shareholder Party(“Orderly Marketing Agreement”).

The Orderly Marketing Agreement provides that no Shareholder Party will be permitted to dispose ofOrdinary Shares where the total consideration for such shares is expected to exceed 1% of the marketcapitalisation of the Company (aggregated with any other sales by that Shareholder Party during thethen current calendar year), without following a specified process inviting the other Shareholder Partiesto participate in such sale or obtaining their written consent. Certain types of sales are excluded fromthese restrictions, including but not limited to, disposals pursuant to a takeover offer (including thegiving of an irrevocable undertaking to accept an offer or the sale of Ordinary Shares to an offeror (orpotential offeror) which is named in a public announcement of a firm intention to make a takeover offer(or possible intention to make a takeover offer)).

Subject to certain exceptions the Company has agreed to provide reasonable cooperation andassistance to any Shareholder Party which is proposing to sell Ordinary Shares for consideration inexcess of 1% of the market capitalisation of the Company.

The agreement will terminate (a) in respect of a Shareholder Party (i) when it holds less than 3% of theOrdinary Shares, or (ii) six weeks after it ceases to have a representative on the Board, (b) 18 monthsfollowing the date of Admission, (c) on the agreement having been terminated with respect to all of theShareholder Parties, and (d) when the Company ceases to be admitted to trading on the Main Marketof the London Stock Exchange or upon certain insolvency events.

18.9 Underwriting Agreement

Details of the Underwriting Agreement are set out at paragraph 20.1 of this Part XVI (AdditionalInformation).

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19. PROPERTY, PLANT AND EQUIPMENT

Details of any existing or planned material tangible fixed assets, including leased properties, and anymaterial encumbrances thereon, that are occupied by JUST EAT are set out below:

Location Tenure Utilisation Term

Floor 1, Imperial Place 4, Elstree Way,Borehamwood, Hertfordshire,WD6 1JN . . . . . . . . . . . . . . . . . . . . . . .

Leasehold Officespace

10 years from 26 February 2014 to25 February 2024(1)

Floor 3, Imperial Place 4, Elstree Way,Borehamwood, Hertfordshire,WD6 1JN . . . . . . . . . . . . . . . . . . . . . . .

Leasehold Officespace

10 years from 26 February 2014 to25 February 2024(1)

Floor 3, Imperial Place 2, Elstree Way,Borehamwood, Hertfordshire,WD6 1JN . . . . . . . . . . . . . . . . . . . . . . .

Leasehold Officespace

10 years from 26 February 2014 to25 February 2024(1)

Floor 6, Fleet Place House, 2 FleetPlace, Holborn Viaduct, London,EC4M 7RF . . . . . . . . . . . . . . . . . . . . .

Leasehold Officespace

Approximately 11 years and 4months from 10 February 2009(2) to20 June 2020

Floor 7, Fleet Place House, 2 FleetPlace, Holborn Viaduct, London,EC4M 7RF . . . . . . . . . . . . . . . . . . . . .

Leasehold Officespace

Approximately 3 years and 5 monthsfrom 3 September 2012 to 23February 2016

(1) The Borehamwood leases include a 5 year break clause, exercisable by Just Eat.co.uk Ltd.(2) Just Eat Holding Limited obtained the lease on 3 September 2012 for the remainder of the term of the lease.

20. Underwriting, Lock-up and Stock Lending Arrangements

20.1 Underwriting Arrangements

On 3 April 2014 the Company, the Directors, the Major Selling Shareholders and the Banks enteredinto an underwriting agreement (the “Underwriting Agreement”). Each of the Selling Shareholders(other than the Major Selling Shareholders) entered into a separate deed poll of election (each a “Deedof Election” and together the “Deeds of Election”). Pursuant to the terms of the UnderwritingAgreement and Deeds of Election:

• the Company has agreed, subject to certain conditions (the last condition being Admission), toallot and issue, at the Offer Price, the New Ordinary Shares to be issued in connection withthe Offer;

• the Selling Shareholders have agreed, subject to certain conditions (the last condition beingAdmission), to sell, at the Offer Price, the Existing Ordinary Shares to be sold by them inconnection with the Offer;

• the Underwriters have severally agreed, subject to certain conditions (the last condition beingAdmission), to procure subscribers and purchasers for (or, failing which, to subscribe orpurchase themselves) the Offer Shares (in such proportions as set out in the UnderwritingAgreement) pursuant to the Offer. The Underwriting Agreement will become unconditional onAdmission;

• The Major Selling Shareholders have granted the Over-allotment Option to the StabilisationManager, pursuant to which the Stabilisation Manager may, subject to certain conditions,procure purchasers for or purchase itself up to such additional Ordinary Shares representing7.5% of the total number of Offer Shares (excluding the Ordinary Shares subject to the Over-allotment Option) at the Offer Price, for the purposes of allowing the Stabilisation Manager tocover short positions resulting from over-allotments, if any, made in connection with the Offer.The number of Ordinary Shares to be transferred pursuant to the Overallotment Option, ifany, will be determined not later than 30 days from the date of publication of the Offer Price.Settlement of the Over-allotment Option will take place shortly after the exercise of the Over-allotment Option. If exercised, the over-allotment option will be exercised so as to requiresuch Major Selling Shareholders (as a whole) to sell an equal proportion of their thenholdings;

• the obligations of the Company and the Selling Shareholders to issue or sell, as applicable,the Offer Shares and the obligations of the Underwriters to procure subscribers or purchasers

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for, or failing which, to subscribe for or purchase themselves the Offer Shares to be issuedand sold under the Offer are conditional upon certain conditions that are customary for anagreement of this nature;

• the Company has agreed to pay to the Banks a commission of 2.5% of the amount equal tothe Offer Price multiplied by the aggregate number of New Ordinary Shares;

• each Selling Shareholder has agreed to pay to the Banks a commission of 2.5% of theamount equal to the Offer Price multiplied by the number of Existing Ordinary Shares sold bysuch Selling Shareholder pursuant to the Offer;

• each Major Selling Shareholder has agreed to pay to the Banks a commission of 2.5% of theamount equal to the Offer Price multiplied by the number of Over-allotment Shares sold bysuch Major Selling Shareholder pursuant to the exercise of the Over-allotment Option;

• the Company has agreed to pay to the Banks a commission of 0.5% of the amount equal tothe Offer Price multiplied by the aggregate number of New Ordinary Shares with the allocationof such commission between the Banks to be determined by the Company in its absolutediscretion;

• each Selling Shareholder has agreed to pay to the Banks a commission of 0.5% of theamount equal to the Offer Price multiplied by the number of Existing Ordinary Shares sold bysuch Selling Shareholder pursuant to the Offer with the allocation of such commissionbetween the Banks to be determined by the Company in its absolute discretion;

• each Major Selling Shareholder has agreed to pay to the Banks a commission of 0.5% of theamount equal to the Offer Price multiplied by the number of Over-allotment Shares sold bysuch Major Selling Shareholder pursuant to the exercise of the Over-allotment Option with theallocation of such commission between the Banks to be determined by the Company in itsabsolute discretion;

• the Company may pay to the Banks, in the sole and absolute discretion of the Company, acommission of 0.5% of the amount equal to the Offer Price multiplied by the aggregatenumber of New Ordinary Shares;

• each Major Selling Shareholder may pay to the Banks, in the sole and absolute discretion ofthat Major Selling Shareholder, a commission of 0.5% of the amount equal to the Offer Pricemultiplied by the number of Existing Ordinary Shares being sold by it pursuant to the Offer;

• each Selling Shareholder (other than the Major Selling Shareholders) may pay to the Banks,in the sole and absolute discretion of the Company, a commission of 0.5% of the amountequal to the Offer Price multiplied by the number of Existing Ordinary Shares being sold by itpursuant to the Offer;

• each Major Selling Shareholder may pay to the Banks, in the sole and absolute discretion ofthat Major Selling Shareholder, a commission of 0.5% of the amount equal to the Offer Pricemultiplied by the number of Over-allotment Shares sold by such Major Selling Shareholderpursuant to the exercise of the Over-allotment Option; and

• the Company, the Selling Shareholders and the Directors have each given certain customarycontractual protections to the Banks in connection with the Underwriting Agreement. Theliability of the Company pursuant to the Underwriting Agreement is unlimited by time andamount, whereas the liability of the Major Selling Shareholders and the Directors is severaland limited by both time and amount.

20.2 Lock-up Arrangements

The Company has agreed with the Underwriters, save for certain customary exceptions and other thanpursuant to the Offer or with the consent of the Joint Bookrunners, not to offer, issue, lend or disposeof, or agree to offer, issue, lend, assign, charge or otherwise dispose of, or grant any option, right orwarrant to acquire, directly or indirectly, any further Ordinary Shares for a period of 180 days after thedate of Admission. The exceptions include (a) the issue and offer by or on behalf of the Company ofthe Offer Shares; (b) the grant by the Company of any option or other award under any share option orother employee incentive scheme in existence at (and for the avoidance of doubt including theemployee incentive schemes adopted with effect from) the date of Admission as disclosed in

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this document, and the issue by the Company of any Ordinary Shares pursuant to any such option oraward; (c) the issue of Ordinary Shares in connection with the Company’s reorganisation prior toAdmission; and (d) the issue of any shares in the Company to which the Joint Bookrunners haveconsented prior to the date of the Underwriting Agreement.

Each of the Major Selling Shareholders has agreed with the Underwriters, save for certain exceptionsand other than pursuant to the Offer or with the consent of the Joint Bookrunners, not to offer, issue,lend, assign, charge or otherwise dispose of, or grant any option, right or warrant to acquire, or agreeto offer or dispose of, directly or indirectly, any Ordinary Shares or certain related securities or anyinterest in those Ordinary Shares or securities for a period of 180 days after the date of Admission. Theexceptions to this agreement are (a) any disposal under the Underwriting Agreement or Stock LendingAgreement; (b) any disposal notified in writing in advance to the Joint Bookrunners and the Companyand to which the Joint Bookrunners give their prior written consent; (c) (i) an acceptance of a generaloffer for the ordinary share capital of the Company made in accordance with the City Code; or (ii) theprovision of an irrevocable undertaking to accept such an offer; or (iii) a sale of Ordinary Shares to anofferor or potential offeror during an offer period (within the meaning of the City Code); (d) any disposalpursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986 in relation to theCompany; (e) any disposal pursuant to a compromise or arrangement under section 896 of theCompanies Act providing for the acquisition by any person of 50 per cent. or more of the ordinaryshare capital of the Company; (f) any disposal of Ordinary Shares acquired following Admission otherthan (i) Ordinary Shares issued pursuant to a capital reorganisation on or after Admission in respect ofOrdinary Shares beneficially owned, held or controlled by it, him or her on or after Admission or inrespect of Ordinary Shares acquired as described in (iii) below; (ii) Ordinary Shares issued pursuant tothe conversion of any convertible debt securities or the exercise of any warrants, options or similarrights held by it, him or her at Admission; and (iii) all or any Ordinary Shares or other securities, if any,which are allotted or issued to him or it by way of rights in respect of any Ordinary Shares beneficiallyowned, held or controlled by it, him or her on Admission or issued to it, him or her in the circumstancesset out in (ii) and (iii); (g) any disposal of rights to new Ordinary Shares to be issued by way of rightsissue to fund its, his or her take-up of the balance of his or her rights; (h) any disposal to a MajorSelling Shareholder’s ultimate holding company or subsidiary undertaking; and (i) any disposal tocertain other permitted transferees.

Each of the Directors and the Senior Managers who are selling Ordinary Shares in connection with theOffer have agreed with the Underwriters, save for certain exceptions and other than pursuant to theOffer or with the consent of the Joint Bookrunners, not to offer, issue, lend, assign, charge or otherwisedispose of, or grant any option, right or warrant to acquire, or agree to offer or dispose of, directly orindirectly, any Shares or certain related securities or any interest in those Shares or securities for aperiod of 360 days after the date of Admission. The exceptions to this agreement are (a) any disposalnotified in writing to the Joint Bookrunners and the Company to which the Joint Bookrunners and theCompany give their prior written consent; (b) (i) an acceptance of a general offer for the ordinary sharecapital of the Company made in accordance with the City Code; or (ii) the provision of an irrevocableundertaking to accept such an offer; or (iii) a sale of Ordinary Shares to an offeror or potential offerorduring an offer period (within the meaning of the City Code); (c) any disposal pursuant to a scheme ofreconstruction under section 110 of the Insolvency Act 1986 in relation to the Company; (d) anydisposal pursuant to a compromise or arrangement under section 896 of the Companies Act providingfor the acquisition by any person of 50% or more of the ordinary share capital of the Company; (e) anydisposal by way of gift (i) by any individual to a family member; (ii) by any individual to any person orpersons acting in the capacity of trustee or trustees of a trust created by such individual or, upon anychange of trustees of a trust so created, to the new trustee or trustees, provided that the trust isestablished for charitable purposes only or there are no persons beneficially interested under the trustother than the individual and his family members; or (iii) by the trustee or trustees of a trust to which(ii) applies to any person beneficially interested under that trust; (f) any disposal of Ordinary Sharesacquired following Admission other than (i) Ordinary Shares issued pursuant to a capital reorganisationon or after Admission in respect of Ordinary Shares beneficially owned, held or controlled by it, him orher on or after Admission or in respect of Ordinary Shares acquired as described in (iii) below;(ii) Ordinary Shares issued pursuant to the conversion of any convertible debt securities or the exerciseof any warrants, options or similar rights held by it, him or her at Admission; and (iii) all or any OrdinaryShares or other securities, if any, which are allotted or issued to him or it by way of rights in respect ofany Ordinary Shares beneficially owned, held or controlled by it, him or her on Admission or issued toit, him or her in the circumstances set out in (ii) and (iii); (g) disposals of rights to new Ordinary Shares

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to be issued by way of rights issue to fund its, his or her take-up of the balance of his or her rights; and(h) any disposals to or by personal representatives of an individual who dies.

20.3 Stock Lending Arrangements

In connection with settlement and stabilisation, the Stabilisation Manager has entered into a stocklending agreement (the “Stock Lending Agreement”) with Index Ventures V (Jersey) LP pursuant towhich the Stabilisation Manager will be able to borrow up to 7.5% of the total number of Offer Shares(excluding the Ordinary Shares subject to the Over-allotment Option) on Admission for the purposes,amongst other things, of allowing the Stabilisation Manager to cover short positions resulting fromover-allotments, if any, made in connection with the Offer. If the Stabilisation Manager borrowsOrdinary Shares pursuant to the Stock Lending Agreement, it will be required to return equivalentsecurities to Index Ventures V (Jersey) LP by no later than the third Business Day after the date that is30 days after the date of the Stock Lending Agreement.

21. LITIGATION

Other than as set out below, there are no governmental, legal or arbitration proceedings (including anysuch proceedings which are pending or threatened of which the Company is aware) which may have,or have had during the 12 months preceding the date of this document, a significant effect on theGroup or its financial position or profitability.

An action has been brought against a subsidiary of the Company, just-eat.dk ApS (“Just Eat DK”), inthe Danish Maritime and Commercial Court by two competitors, e-takeaway and Pizza.dk (together,the “Claimants”), for alleged violations of the Danish Competition Act and the Danish Marketing Act,claiming damages of 21.8 million Danish Kroner. It is argued by the Claimants that Just Eat DK was ina dominant position in the relevant market in the period from 2005 until 2008 and that in that sameperiod of time it abused this dominant position by using exclusivity terms in its contracts withrestaurants and by helping restaurants terminate their cooperation with e-takeaway and Pizza.dk. TheClaimants also claim that Just Eat DK’s use of the word “takeaway” in advertising violatese-takeaway’s trademark rights and the Danish Marketing Act, and that Just Eat DK has violatede-takeaway’s trademark rights by using “e-takeaway” as a Google ad word.

The Claimants also filed an application with the Danish Competition Authority (the “DCA”) to reopen acomplaint that the Claimants had made in relation to Just Eat DK that was originally rejected (in itsentirety) by the DCA in 2009. The DCA has refused to date to reopen the complaint. e-takeaway has,as a consequence, initiated a judicial review proceeding in relation to the DCA’s refusal.

The Danish Maritime and Commercial Court refused e-takeaway’s request to stay its proceedings untile-takeaway’s case against the DCA is concluded. The oral hearings for the action in the DanishMaritime and Commercial Court have been scheduled for January 2015.

Just Eat DK has received legal advice that the Claimants’ prospect of success in the Danish andMaritime Court and with the DCA is remote.

22. AUDITORS

Deloitte LLP, a member firm of the Institute of Chartered Accountants in England and Wales, is theGroup’s auditor. Deloitte’s report on the historical financial information relating to the Group is includedin Part XII (Historical Financial Information).

23. CONSENTS

Deloitte has given and has not withdrawn its consent to the inclusion in this document of itsaccountant’s report set out in Part XII (Historical Financial Information) and its report on pro formafinancial information set out in Part XIII (Pro Forma Financial Information) and the references thereto inthe form and context in which they are included and has authorised the contents of its reports for thepurpose of paragraph 5.5.3R(2)(f) of the Prospectus Rules.

A written consent under the Prospectus Rules is different from a consent filed with the SEC underSection 7 of the Securities Act. As the Ordinary Shares have not been and will not be registered underthe Securities Act, Deloitte has not filed a consent under Section 7 of the Securities Act.

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Callcredit has given and has not withdrawn its written consent to inclusion in this document of its nameand references to the Callcredit Report and the inclusion of information therefrom in this document inthe form and context in which they are included and has authorised the inclusion of its name and suchreferences and information for the purpose of paragraph 5.5.3R(2)(f) of the Prospectus Rules. At thetime of publication of the Callcredit Report, Callcredit was a portfolio company of Vitruvian Partners, ashareholder of the Company.

24. GENERAL

The total costs and expenses (exclusive of VAT) payable by the Company in connection with the Offerand Admission are estimated to be approximately £7.4 million, including £1.4 million that was chargedto the income statement in the year ended 31 December 2013. Given the inter-relationship betweenthe Offer and Admission, it is not practicable to separate costs attributable solely to the Offer and toAdmission. There are no amounts payable to financial intermediaries.

25. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s registered office,Masters House, 107 Hammersmith Road, London, W14 0QH during normal business hours on Mondayto Friday each week (public holidays excepted) for a period from and including the date of publicationof this document until the date of Admission:

• Memorandum of Association, the Interim Articles and the New Articles;

• historical financial information relating to the Group and the report thereon by Deloitte, as setout in Part XII (Historical Financial Information) of this document;

• the pro-forma financial information relating to the Group and the report thereon by Deloitte, asset out in Part XIII (Pro Forma Financial Information) of this document;

• the Callcredit Report;

• the consents referred to in paragraph 23 of this Part XVI (Additional Information); and

• this document.

This document is dated 3 April 2014.

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PART XVII

GLOSSARY

The following meanings and interpretations shall apply throughout this document unless the contextrequires otherwise:

“cloud computing” . . . . . . . . . . . . . . on-demand delivery of IT resources via the internet with pay-as-you-go pricing

“EPOS” . . . . . . . . . . . . . . . . . . . . . . . . electronic point of sale

“GPRS” . . . . . . . . . . . . . . . . . . . . . . . . general packet radio service; the network over which orders aretransmitted to JCTs

“JCTs”, each a “JCT” . . . . . . . . . . . . . JustConnect Terminals or, in certain instances, JustConnectTechnology

“mobile device” . . . . . . . . . . . . . . . . . smartphones, tablets and any other handheld computingdevice, or any or all of them

“mobile app” . . . . . . . . . . . . . . . . . . . . a software application designed to run on a mobile device

“online” . . . . . . . . . . . . . . . . . . . . . . . . connecting via the internet, using a personal computer, laptopor any mobile device

“organic search results” . . . . . . . . . listings on search engine results pages that appear because oftheir relevance to the search terms, as opposed to beingadvertisements or sponsored links

“PPC” . . . . . . . . . . . . . . . . . . . . . . . . . . pay-per-click, as further described in section 6.1 of Part VII(Business Overview) of this document

“SEO” . . . . . . . . . . . . . . . . . . . . . . . . . . search engine optimisation, as further described in section 6.1(Business Overview) of Part VII of this document

“takeaway food” . . . . . . . . . . . . . . . . . food that is prepared by a takeaway restaurant and madeavailable for delivery or collection by consumers

“takeaway restaurant” . . . . . . . . . . . a restaurant providing takeaway food

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PART XVIII

DEFINITIONS

The following definitions shall apply throughout this document unless the context requires otherwise:

“Admission” . . . . . . . . . . . . . . . . . . . . the admission of the Ordinary Shares to trading on the HighGrowth Segment of the London Stock Exchange’s Main Marketand Admission becoming effective means it becoming effectivein accordance with the Admission and Disclosure Standards

“Admission and DisclosureStandards” . . . . . . . . . . . . . . . . . . . the requirements contained in the publication “Admission and

Disclosure Standards” dated 16 April 2013 containing, amongother things, the admission requirements to be observed bycompanies seeking admission to trading on the London StockExchange’s Main Market

“Articles of Association” or “NewArticles” . . . . . . . . . . . . . . . . . . . . . the articles of association of the Company which have been

adopted conditional on Admission

“Audit Committee” . . . . . . . . . . . . . . the audit committee established by the Board to monitorfinancial risks in the Company’s businesses, as described inparagraph 4 of Part VIII (Directors, Senior Managers andCorporate Governance)

“Auditors” . . . . . . . . . . . . . . . . . . . . . . Deloitte LLP

“Banks” . . . . . . . . . . . . . . . . . . . . . . . Goldman Sachs International, J.P. Morgan Securities plc andOakley Capital Limited

“Board” . . . . . . . . . . . . . . . . . . . . . . . . the board of Directors of the Company

“business day” . . . . . . . . . . . . . . . . . . a day (other than a Saturday or Sunday) on which banks areopen for general business in London

“City Code” . . . . . . . . . . . . . . . . . . . . . the City Code on Takeovers and Mergers issued from time totime by or on behalf of the Panel on Takeovers and Mergers

“Co-Lead Manager” . . . . . . . . . . . . . Oakley Capital Limited

“Companies Act” . . . . . . . . . . . . . . . . the UK Companies Act 2006, as amended

“Company” . . . . . . . . . . . . . . . . . . . . . JUST EAT plc; a company registered in England and Waleswith registered number 06947854

“Company Register” . . . . . . . . . . . . . the register of members of the Company

“CREST” . . . . . . . . . . . . . . . . . . . . . . . the system of paperless settlement of trades in securities andthe holding of Uncertificated securities operated by EuroclearUK & Ireland Limited in accordance with the UncertificatedSecurities Regulations 2001 (SI 2001 No. 3755) as amendedfrom time to time

“Deed of Election” or “Deeds ofElection” . . . . . . . . . . . . . . . . . . . . . has the definition set out in paragraph 20.1 of Part XVI

(Additional Information)

“Directors” . . . . . . . . . . . . . . . . . . . . . the directors of the Company whose names appear inparagraph 1 of Part VIII (Directors, Senior Managers andCorporate Governance)

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“Disclosure and TransparencyRules” . . . . . . . . . . . . . . . . . . . . . . . the disclosure rules and transparency rules of the FCA made

pursuant to section 73A of FSMA

“EEA State” . . . . . . . . . . . . . . . . . . . . . a state which is a contracting party to the agreement on theEuropean Economic Area signed on 2 May 1992, as it haseffect for the time being

“EU” . . . . . . . . . . . . . . . . . . . . . . . . . . . the European Union

“Euroclear” . . . . . . . . . . . . . . . . . . . . . Euroclear UK & Ireland Limited, the operator of CREST

“Exchange Act” . . . . . . . . . . . . . . . . . the US Securities Exchange Act of 1934

“Executive Directors” . . . . . . . . . . . . David Buttress and Michael Wroe

“Existing Ordinary Shares” . . . . . . . the Ordinary Shares in issue and to be sold by the SellingShareholders pursuant to the Offer

“FCA” . . . . . . . . . . . . . . . . . . . . . . . . . . the Financial Conduct Authority

“FSMA” . . . . . . . . . . . . . . . . . . . . . . . . the Financial Services and Markets Act 2000 as amended

“Government” . . . . . . . . . . . . . . . . . . Her Majesty’s Government of the United Kingdom

“Group” or “JUST EAT” . . . . . . . . . . . JUST EAT plc and its subsidiary undertakings (as defined inthe Companies Act 2006)

“High Growth Segment” . . . . . . . . . . as such term is defined in the Admission and DisclosureStandards

“High Growth SegmentRulebook” . . . . . . . . . . . . . . . . . . . . the London Stock Exchange’s High Growth Segment rulebook

dated 27 March 2013

“Historical FinancialInformation” . . . . . . . . . . . . . . . . . . the IFRS Historical Financial Information for the Group set out

in Part XII (Historical Financial Information)

“HM Revenue and Customs” . . . . . . Her Majesty’s Revenue and Customs

“IFRS” . . . . . . . . . . . . . . . . . . . . . . . . . International Financial Reporting Standards as adopted by theEuropean Commission for use in the European Union

“Interim Ltd Articles” . . . . . . . . . . . . the articles of association of the Company adopted on17 March 2014 which replaced the Old Articles and werereplaced by the Interim Ltd Articles on 24 March 2014

“Interim plc Articles” . . . . . . . . . . . . . the articles of association adopted by the Company on re-registration as a public limited company on 24 March 2014 thatwill apply until Admission

“ISIN” . . . . . . . . . . . . . . . . . . . . . . . . . . International Security Identification Number

“ITEPA” . . . . . . . . . . . . . . . . . . . . . . . . the Income Tax (Earnings and Pensions) Act 2003

“Joint Bookrunners” . . . . . . . . . . . . . Goldman Sachs International and J.P. Morgan Securities plc

“Joint Global Co-ordinators” . . . . . . Goldman Sachs International and J.P. Morgan Securities plc

“Key Adviser” . . . . . . . . . . . . . . . . . . . J.P. Morgan Securities plc, the key adviser to the Companypursuant to the High Growth Segment Rulebook

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“Listing Rules” . . . . . . . . . . . . . . . . . . the listing rules of the FCA made pursuant to section 73A ofFSMA

“London Stock Exchange” . . . . . . . . London Stock Exchange plc

“Main Market” . . . . . . . . . . . . . . . . . . as such term is defined in the Admission and DisclosureStandards

“Major Selling Shareholders” . . . . . Greylock I LP; Index Ventures Growth I (Jersey) LP; IndexVentures Growth I Parallel Entrepeneur Fund (Jersey), LP;Index Ventures V (Jersey) LP; Index Ventures V ParallelEntrepreneur Fund (Jersey), LP; Munch S.à r.l.; RedpointOmega, LP; Redpoint Omega Associates LLC; STM FidecsTrust Company Limited; and Yucca (Jersey) SLP

“Memorandum of Association” . . . . the memorandum of association of the Company

“Model Code” . . . . . . . . . . . . . . . . . . . the Model Code published by the UKLA at Annex 1 of ListingRule 9 of the Listing Rules

“Money LaunderingRegulations” . . . . . . . . . . . . . . . . . . the Proceeds of Crime Act 2002, the Terrorism Act 2000 and

the Money Laundering Regulations 2003, and any other similarlaws and regulations outside of the United Kingdom

“New Articles” . . . . . . . . . . . . . . . . . . the articles of association of the Company adopted on17 March 2014 which will replace the Interim plc Articles witheffect from Admission

“New Ordinary Shares” . . . . . . . . . . the Ordinary Shares issued by the Company pursuant to theOffer

“Nomination Committee” . . . . . . . . . the director nomination committee established by the Board toconsider and make recommendations to the Board concerningthe composition of the Board, as described in paragraph 4 ofPart VIII (Directors, Senior Managers and CorporateGovernance)

“Non-Executive Directors” . . . . . . . . John Hughes, CBE, Andrew Griffith, Gwyn Burr, BenjaminHolmes, Michael Risman, Frederic Coorevits and LaurelBowden

“Offer” . . . . . . . . . . . . . . . . . . . . . . . . . the offer of the Offer Shares to investors in the United Kingdomand elsewhere as described in Part XIV (Details of the Offer)

“Offer Price” . . . . . . . . . . . . . . . . . . . . the price at which the Offer Shares are to be offered and soldunder the Offer

“Offer Shares” . . . . . . . . . . . . . . . . . . the New Ordinary Shares and the Existing Ordinary Shares

“Official List” . . . . . . . . . . . . . . . . . . . the Official List of the FCA

“Old Articles” . . . . . . . . . . . . . . . . . . . the articles of association of the Company adopted on 27 April2012 which were replaced by the Interim Ltd Articles on17 March 2014

“Order” . . . . . . . . . . . . . . . . . . . . . . . . the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005

“Ordinary Shares” . . . . . . . . . . . . . . . the ordinary shares with a nominal value of £0.01 each in theshare capital of the Company

“Over-allotment Option” . . . . . . . . . . the over-allotment option granted by the Company and theMajor Selling Shareholders to the Stabilisation Manager asdescribed in Part XIV (Details of the Offer)

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“Over-allotment Shares” . . . . . . . . . the Ordinary Shares that are the subject of the Over-allotmentOption

“Prospectus” . . . . . . . . . . . . . . . . . . . this document

“Prospectus Directive” . . . . . . . . . . . Directive of the European Parliament and of the Council2003/71/EC

“Prospectus Rules” . . . . . . . . . . . . . . the prospectus rules of the FCA made pursuant to section 73Aof FSMA

“QIBs” . . . . . . . . . . . . . . . . . . . . . . . . . “qualified institutional buyers” as defined in Rule 144A

“Registrar” . . . . . . . . . . . . . . . . . . . . . Equiniti Limited

“Regulation S” . . . . . . . . . . . . . . . . . . Regulation S under the Securities Act

“Remuneration Committee” . . . . . . . the remuneration committee established by the Board toconsider and make recommendations to the Board as to theremuneration of Company’s directors and senior executives, asdescribed in paragraph 4 of Part VIII (Directors, SeniorManagers and Corporate Governance)

“Reporting Accountants” . . . . . . . . . Deloitte LLP

“Rule 144A” . . . . . . . . . . . . . . . . . . . . Rule 144A under the Securities Act

“SDRT” . . . . . . . . . . . . . . . . . . . . . . . . stamp duty reserve tax

“SEC” . . . . . . . . . . . . . . . . . . . . . . . . . . the US Securities and Exchange Commission

“Securities Act” . . . . . . . . . . . . . . . . . the US Securities Act of 1933

“Selling Shareholders”, each a“Selling Shareholder” . . . . . . . . . . Appleby Trust (Jersey Trust) Limited; Carlos Morgado; Clare

Morgado; David Buttress; Gemma Buttress; Greylock I LP; IndexVentures Growth I (Jersey) LP; Index Ventures Growth I ParallelEntrepeneur Fund (Jersey), LP; Index Ventures V (Jersey) LP;Index Ventures V Parallel Entrepreneur Fund (Jersey), LP; KlausNyengaard; Mathew Braddy; Michelle Braddy; Michael Wroe;Rachel Wroe; Munch S.à r.l.; Rasmus Wolff; Redpoint Omega,LP; Redpoint Omega Associates LLC; the SM Trust (STMFidecs Trust Company Limited is the registered holder); andYucca (Jersey) SLP

“Senior Managers” . . . . . . . . . . . . . . those members of the management bodies of the Companyand its subsidiary undertakings who are relevant to establishingthat the Company has the appropriate expertise andexperience for the management of its business for thepurposes of paragraph 14.1 of Annex 1 of the ProspectusRules and whose names appear in paragraph 2 of Part VIII(Directors, Senior Managers and Corporate Governance)

“Shareholders” . . . . . . . . . . . . . . . . . holders of the Ordinary Shares from time to time

“Stabilisation Manager” . . . . . . . . . . Goldman Sachs International

“Stock Lending Agreement” . . . . . . the stock lending agreement dated 3 April 2014 between IndexVentures V (Jersey) LP and the Stabilisation Manager

“Uncertificated SecuritiesRegulations” . . . . . . . . . . . . . . . . . the Uncertificated Securities Regulations 2001

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“UK Corporate GovernanceCode” . . . . . . . . . . . . . . . . . . . . . . . the UK Corporate Governance Code issued by the Financial

Reporting Council in September 2012

“UK Listing Authority” or“UKLA” . . . . . . . . . . . . . . . . . . . . . . the FCA when it is exercising its powers under Part 6 of the

FSMA

“Underlying EBITDA” . . . . . . . . . . . . has the meaning set out in Part III (Important Information)

“Underwriters” . . . . . . . . . . . . . . . . . . Goldman Sachs International and J.P. Morgan Securities plc

“Underwriting Agreement” . . . . . . . the underwriting and Key Adviser’s agreement dated3 April 2014 between and among the Company, the Directors,the Major Selling Shareholders and the Banks

“United Kingdom” or “UK” . . . . . . . . the United Kingdom of Great Britain and Northern Ireland

“United States” or “US” . . . . . . . . . . . the United States of America, its territories and possessions,any state of the United States of America and the District ofColumbia

“VAT” or “Value Added Tax” . . . . . . value added tax

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