Just Eat Takeaway.com N.V. Form 20-F Filed 2022-03-02

The Supervisory Board proposed the appointment of David Fisher and Lloyd Frink pursuant to the terms of the Grubhub Acquisition merger agreement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


(Mark one)
☐		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 31 December 2021
OR

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report…… For the transition period from to __________

Commission file number 001-40484

JUST EAT TAKEAWAY.COM N.V.

(Exact name of Registrant as specified in its charter)

n/a

(Translation of Registrant’s name into English)

THE NETHERLANDS

(Jurisdiction of incorporation or organization)

Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands

(Address of principal executive offices)

Sophie Versteege, Company Secretary

Tel: +31 (0)20 210 7000,

Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands

(Name, Telephone Number, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value €0.04 per share	GRUB	The Nasdaq Stock Market LLC*
American Depositary Shares, each representing one fifth of one ordinary share	GRUB	The Nasdaq Stock Market LLC

*Application made for registration purposes only, not for trading, and only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 212,621,200 ordinary shares (nominal value €0.04 per share)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ☐		International Financial Reporting Standards as issued by the International Accounting Standards Board ☒		Other ☐

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

Table of Content
Cautionary information regarding forward looking statements	4
General	5
Glossary	5
PART 1
Item 1 Identity of Directors, Senior Managers and Advisors	10
Item 2 Offer Statistics and Expected Timetable	10
Item 3 Key Information	10
A. [Reserved]	10
B. Capitalization and indebtedness	10
C. Reasons for the offer and use of proceeds	10
D. Risk factors	10
Item 4 Information on Just Eat Takeaway.com	21
A. History and development of the company	21
B. Business overview	23
C. Organizational structure	39
D. Property, plants and equipment	40
Item 4A Unresolved Staff Comments	41
Item 5 Operating and financial review and prospects	41
A. Operational results	41
B. Liquidity and capital resources	57
C. Research and development	57
D. Trend information	58
Item 6 Directors, senior management and employees	58
A. Directors and senior management	58
B. Compensation	61
C. Board Practices	68
D. Employees	69
E. Share ownership	69


Item 7 Major Shareholders and Related Party Transactions	71
A. Major shareholders	71
B. Related party transactions	72
C. Interests of experts and counsel	72
Item 8 Financial Information	72
A. Consolidated Statements and Other Financial Information	72
B. Significant Changes	72
Item 9 Offer and listing details	72
A. Offer and listing details	72
B. Plan of distribution	73
C. Markets	73
D. Selling shareholders	73
E. Dilution	73
F. Expenses of the issue	73
Item 10 Additional Information	73
A. Share capital	73
B. Memorandum and articles of association	73
C. Material contracts	82
D. Exchange controls	82
E. Taxation	83
F. Dividends and paying agents	90
G. Statement by experts	90
H. Documents on display	90
I. Subsidiary information	90
Item 11 Quantitative and qualitative Disclosures About Market Risk	91
Item 12 Description of Securities Other than Equity Securities	91
A. Debt Securities	91
B. Warrants and Rights	91
C. Other Securities	91
D. American Depositary Shares	91


PART 2
Item 13 Defaults, Dividend Arrearages and Delinquencies	93
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds	93
Item 15 Controls and Procedures	93
Item 16 [Reserved]	94
A.Audit committee financial expert	94
B. Code of Ethics	94
C. Principal Accountant Fees and Services	95
D. Exemption from the Listing Standards for Audit Committees	95
E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	95
F. Change in Registrant’s Certifying Accounting	95
G. Corporate Governance	95
H. Mine Safety Disclosure	96
I. Disclosure regarding Foreign Jurisdictions that Prevents Inspections	96
PART 3
Item 17 Financial Statements	96
Item 18 Financial Statements	96
Item 19 Exhibits	96

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this annual report that are not historical facts are, or may be deemed to be, forward-looking statements, including "forward-looking statements" made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "anticipates", "expects", "intends", "may" or "will" or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results, reflect the Company's current view with respect to future events and are subject to risks relating to future events.

In particular, these forward-looking statements include, among other statements (i) certain statements in the Risk Factors section (pages 10 to 20); (ii) certain statements in the Information on Just Eat Takeaway.com section (page 21 to 40), including Our Product and Technology and Our Operations; (iii) certain statements in the Operating and Financial Review and Prospects section (pages 41 to 58); and (iv) certain statements in the Additional Information section (pages 72 to 90).

Please refer to the section of this annual report titled "Item 3.D. Risk Factors" for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: competition, brand & reputation, acquisitions, information technology, legislation & regulation, financial reporting, operational complexity and integration & transformation.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Forward-looking statements reflect knowledge and information available at, and speak only as of, the date they are made, and the Company expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement. Readers are cautioned not to place undue reliance on such forward looking statements.

GENERAL

This annual report on Form 20-F contains a discussion and analysis of Just Eat Takeaway.com’s results of operations for the years ended 31 December 2021, 2020, and 2019 (the ‘‘periods under review’’) and financial condition as at 31 December 2021 and 31 December 2020. Except where otherwise noted, the discussion of Just Eat Takeaway.com’s results of operations is based on the financial information extracted from Just Eat Takeaway.com’s consolidated financial statements.

The Grubhub and Just Eat businesses were consolidated on an IFRS basis from 15 June 2021 and 15 April 2020 respectively Due to the scale of these acquisitions, certain key performance indicators (each, a ‘‘KPI’’ and, together, the ‘‘KPIs’’) in this annual report are presented on the basis of combined figures of Grubhub, Just Eat and Just Eat Takeaway.com giving effect to the acquisitions as of 1 January 2019 in order to provide comparable information for the periods under review. Any information regarding KPIs is presented on the basis of combined figures.

The Acquired German Businesses were consolidated into Just Eat Takeaway.com from 1 April 2019. Bistro.sk was consolidated into Just Eat Takeaway.com from 30 September 2021. The combined figures do not reflect the operations or results of the Acquired German Businesses and Bistro.sk prior to 1 April 2019 and 30 September 2021 respectively.

Furthermore, due to the scale of these acquisitions and the resulting impact of its consolidation into Just Eat Takeaway.com on the financial results during the year ended 31 December 2021, the comparative discussion of the financial results for the year ended 31 December 2021, 2020 and 2019 may be of limited use in assessing the performance of the business year-over-year.

The discussion of Just Eat Takeaway.com’s results of operations also makes reference to certain non-IFRS financial measures. These non-IFRS financial measures are not financial measures defined in accordance with IFRS, may not be comparable to other similarly

titled measures of other companies, may have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of Just Eat Takeaway.com’s operating results as reported under IFRS.

The financial information and related discussion and analysis contained in this section are presented in euro unless specified otherwise, and many of the amounts and percentages have been rounded for convenience of presentation. Due to rounding, amounts in the tables may not add up precisely to the totals provided. Percentages used are based on unrounded figures.

Information contained on, or that can be accessed through, any website mentioned herein does not constitute a part of this annual report. We have included such website addresses in this annual report solely as inactive textual references.

GLOSSARY

10bis 10 bis.co.il Ltd, one of Just Eat Takeaway.com's subsidiaries in Israel

Active Consumers Unique consumer accounts (identified by a unique email address) from which at least one order has been placed on Just Eat Takeaway.com’s platforms in the preceding 12 months

Acquired German Businesses The German businesses of Delivery Hero, consisting of Delivery Hero Germany GmbH and Foodora GmbH, which operated the Lieferheld, Pizza.de and Foodora brands in Germany

Adjusted EBITDA Just Eat Takeaway.com's operating income / loss for the period adjusted for depreciation, amortisation, impairments, share-based payments, acquisition- and integration related costs and other items not directly related to underlying operating performance

Adjusted EBITDA margin Adjusted EBITDA as a percentage of GTV for the relevant period

Addressable Population Population in a country aged 15 years and older

ADS American Depositary Share under the Company’s sponsored Level 3 ADR programme

AFM The Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten)

AFM register Register as referred to in section 1:107 FMSA kept by AFM, which is accessible through its website

AGM Annual General Meeting

ANZ Australia and New Zealand

AOV Average order value, which was the GMV divided by the number of orders in a particular period

Applicable Law The laws, that apply to the Company as a public company incorporated in the Netherlands, with securities listed on Euronext Amsterdam, the London Stock Exchange and Nasdaq and includes the Dutch Civil Code, Dutch Financial Supervision Act (FMSA), the DTR and SOx and excludes the Governance Rules

Articles of association Articles of association of the Company as effective from time to time

ATO Australian Tax Office

ATV Average transaction value, which is the GTV divided by the number of orders in a particular period

Average Monthly Order Frequency Monthly Orders divided by the number of consumers who have placed at least one order in that month, based on a 12-month average for the respective period.

B2B Business to Business

B2C Business to (Active) Consumer

Bank Loan Committed term loan facility agreement, dated 22 December 2021, between the Company, certain subsidiaries of the Company and ING Bank N.V. in the amount of €300 million

£ Pound (GBP, Great Britain Pound)

CDI A CREST depositary interest issued by CREST Depository whereby CREST Depository will hold overseas securities on bare trust for the CREST member to whom it has issued a depositary interest

CEO Chief Executive Officer of the Company

CFO Chief Financial Officer of the Company

CGU Cash-generating unit

Chair Chairperson of the Management Board or Supervisory Board or chairperson of a Committee of the Supervisory Board

Charter of the Management Board The rules of the Management Board governing its internal proceedings, providing for the division of its duties among the Managing Directors and setting out the adoption of resolutions, as amended from time to time

Charter of the Supervisory Board The rules of the Supervisory Board governing its internal proceedings, as amended from time to time

CMA The U.K. Competition and Markets Authority

Code of Conduct Just Eat Takeaway.com’s Code of Conduct, as amended from time to time

Committee A committee of the Supervisory Board as established from time to time

Company Just Eat Takeaway.com N.V., called Takeaway.com N.V. prior to 31 January 2020

Consolidated financial statements Consolidated financial statements of Just Eat Takeaway.com N.V. and its subsidiaries for the year ended 31 December 2021

Continental Europe Mainland Europe

COO Chief Operating Officer of the Company

CRM Customer relationship management

CREST The system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time

Data subject A data subject is any identifiable individual who can be, directly or indirectly, be identified via an identifier held or processed by our organisation, such as a name, delivery address, email address, an online identifier, and/or day of birth

DTR U.K. Disclosure and Transparency Rules

DCGC Dutch Corporate Governance Code

Delivery Delivery services provided by Just Eat Takeaway.com to restaurants that do not provide delivery themselves; using employed couriers, independent contractors or couriers hired through third-party delivery companies or agencies

Delivery share Share of delivery orders divided by orders

Deloitte Deloitte Accountants B.V.

DNB Dutch Central Bank (De Nederlandsche Bank N.V.)

EBA European Banking Authority

EC The European Commission

ETR Effective Tax Rate

EU The European Union

€ Euro

Euronext Amsterdam Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V.

Financial statements The Consolidated financial statements of Just Eat Takeaway.com

FMSA Dutch Financial Supervision Act (Wet op het Financieel Toezicht, Wft)

Food Tracker® Realtime estimation of arrival of food delivery

FTE Full-time equivalent employee with whom Just Eat Takeaway.com has an employment agreement

FVTOCI Fair value through other comprehensive income

GDPR The European general data protection regulation /Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data

General Meeting The general meeting of Just Eat Takeaway.com (the corporate body) or the meeting in which shareholders and all other persons entitled to attend general meetings of Just Eat Takeaway.com assemble, as the context requires

GHG Greenhouse Gas

GMV Gross Merchandise Value is the total value of merchandise (food) sold as a result of orders in a particular period on which commission is charged.

Governance Rules The applicable corporate governance rules that apply to the Company as a public company incorporated in the Netherlands, with securities listed on Euronext Amsterdam, the premium segment of the London Stock Exchange and as a private foreign issuer in the United States and includes the DCGC, the Nasdaq Listing Rules and, to the extent practicable, the U.K. Corporate Governance Code

Gribhold Gribhold B.V., the personal holding company of the Company’s CEO

GRUB Trading symbol under which the Company's ADSs trade on Nasdaq

Grubhub Grubhub Inc.

Grubhub Acquisition The all-share combination of the Company with Grubhub Inc. which completed as per 15 June 2021

GTV Gross transaction value which represents the total value of orders placed on our platform, including taxes, tips and any applicable consumer fees

IAS International Accounting Standards as issued by the IASB

IASB International Accounting Standards Board

iFood iFood Holdings B.V, a joint venture with an active online food ordering and delivery business in Brazil and Columbia in which Just Eat Takeaway.com participates as a minority shareholder

IFRS International Financial Reporting Standards as issued by the IASB / as adopted by the EU

IPO Initial public offering

JET Trading symbol under which the Company's CDIs trade on the London Stock Exchange

JET Pay Corporate services provided under the Just Eat Takeaway.com brand, until the rebranding in 2021 known as Takeaway Pay

Just Eat Just Eat Limited (formerly Just Eat plc), a limited company incorporated in England and Wales, and its subsidiaries, also referred to herein as the legacy Just Eat business

Just Eat Acquisition The all-share combination between Just Eat plc and the Company, which was declared wholly unconditional on 31 January 2020

Just Eat Takeaway.com The Company together with its direct and indirect subsidiaries as per 31 December 2021

KPI Key performance indicator

London Stock Exchange London Stock Exchange plc or any recognised investment exchange for the purposes of the FSMA that may take over the functions of the London Stock Exchange plc

LTI(P) Long-Term Incentive (Plan) for the Management Board of the Company

Management Board The management board of the Company

Managing Director A member of the Management Board

Nasdaq The Nasdaq Stock Market, a stock exchange in New York City, the United States of America

Nasdaq listing rules The Nasdaq Stock Market LLC Rules

Net working capital Net working capital excluding restaurant-related items: receivables from payment service providers, restaurant payables and restaurant receivables

OCI Other comprehensive income or loss

Online payments Online payments by means of debit or credit card or other forms of cashless payment

Orders Orders by consumers processed through Just Eat Takeaway.com’s websites and mobile applications, i.e. excluding orders processed through third-party websites

Partners Partners are the total number of restaurants, grocery stores and other offering listed on the Just Eat Takeaway.com platforms as at a particular date

Promoted Placement Promoted placement fees are charged to partners for promotional placement of restaurants on the Just Eat Takeaway.com platforms for selected locations for a specific duration as agreed upon in the contract

PSD II Payment Services Directive II, 2015/2366/EU

RCF Revolving credit facility

Remuneration & Nomination Committee The combined Remuneration and Nomination Committee of the Supervisory Board

Returning Active Consumers Active Consumers who have ordered more than once in the preceding 12 months

SEC The Securities and Exchange Commission

Skip SkipTheDishes

SkipTheDishes SkipTheDishes Restaurant Inc, Just Eat Takeaway.com's subsidiary in Canada operating under the brand SkipTheDishes

Speak-Up Policy The Just Eat Takeaway.com speak-up policy (previously referred to as ‘whistleblower policy’) as amended from time to time

SOx The (US) Corporate and Auditing Accountability, Responsibility, and Transparency Act, commonly named Sarbanes–Oxley Act or SOx

STAK Stichting Administratiekantoor Takeaway.com

Supervisory Board The supervisory board of the Company

Supervisory Director A member of the Supervisory Board

TKWY Trading symbol under which the Company’s shares trade on Euronext Amsterdam

TOMA Top-of-mind awareness

TSR Total Shareholder Return

UKCGC The U.K. Corporate Governance Code

WACC Weighted Average Cost of Capital

PART 1

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. [RESERVED]

Not applicable.

B. CAPITALISATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

In conducting its business, Just Eat Takeaway.com faces risks that may interfere with its strategic objectives. It is important to understand the nature of these risks. Just Eat Takeaway.com assesses its risks by using the Just Eat Takeaway.com risk universe, consisting of five risk types (Strategic, Information Technology, Legal and Regulatory, Financial, and Operational). The risk factors below are classified under these five risk types with corresponding risk categories and subcategories. Any of these risks and events or circumstances described therein may have a material adverse effect on Just Eat Takeaway.com's business, financial condition, results of operations and reputation. These risks are not the only ones that Just Eat Takeaway.com faces. Some risks may not yet be known to Just Eat Takeaway.com, and certain risks Just Eat Takeaway.com does not currently believe to be material could become material in the future.

STRATEGIC

If Just Eat Takeaway.com does not continue to innovate or otherwise meet consumer expectations, it may not remain competitive, and its businesses and results of operations could suffer.

Risk category: Competition (Innovation)

Just Eat Takeaway.com’s success depends on the quality and user-friendliness of its websites and mobile applications and the quality of its back-end technology infrastructure. To remain competitive, Just Eat Takeaway.com believes that it will need to continuously enhance and improve the functionality and features of its websites and mobile applications to maintain a convenient, efficient, and reliable user experience for consumers, partners, and couriers. Just Eat Takeaway.com may be unable to keep pace with developments in its websites and mobile applications or its back-end technology infrastructure and other trends or disruptive innovations in the e-commerce industry relative to its competitors, such as the development of predictive software or variants of artificial intelligence.

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

Just Eat Takeaway.com may not be able to establish, maintain or expand its leadership positions and establish, maintain, or increase its profitability in some or all the jurisdictions in which it currently operates, including because of competition.

Risk category: Competition (Profitability)

Online food delivery services are highly competitive and prone to rapid changes. Just Eat Takeaway.com currently faces competition in each of the jurisdictions in which it operates from other online food delivery marketplaces as well as independent partners and regional and national chain restaurants, including those that offer their own online ordering services, delivery services and/or their own mobile applications. Most partners that participate on Just Eat Takeaway.com’s platforms can simultaneously work with or switch to one or more of its competitors or use their own online ordering services, delivery services and/or mobile applications, which may result in fewer consumers ordering from such partners via Just Eat Takeaway.com's platforms.

The competitive landscape in each particular jurisdiction in which Just Eat Takeaway.com operates is likely to change over time, including due to consolidation among existing competitors or the emergence of new market entrants and technological developments and innovation by competitors. Larger competitors, including those formed as a result of consolidation or new market entrants, particularly if they have greater financial resources, could undertake extensive marketing campaigns aimed at increasing consumers’ awareness, website visits, mobile application downloads and orders through such competitors’ online platforms, which may compel Just Eat Takeaway.com to increase its own marketing expenditures in order to maintain its market share, or could lead to it losing market share (notwithstanding its efforts to maintain its market share). Increased competition by larger competitors could also adversely impact Just Eat Takeaway.com to the extent that it results in downward pressure on the commission rates that it is able to charge partners and/or the fees that it is able to charge consumers.

In addition to the risk of competition from new entrants or existing online food delivery marketplaces, the success of different business models in the food delivery and pick-up industry, such as logistics-focused food delivery companies (that is, companies that partner with restaurants to provide logistics and deliver food on their behalf) might attract and retain current or potential consumers of Just Eat Takeaway.com.

The success of Just Eat Takeaway.com depends on its reputation and the reputation and consumer awareness of its brands, which may be negatively impacted by negative publicity relating to them, any of its brands, the restaurants on its platforms or the food delivery industry in general.

Risk category: Brand & Reputation (Communication)

Just Eat Takeaway.com’s brands are a key part of its value proposition relative to actual and potential competitors, and therefore, any failure to maintain brand appeal is a potential business threat. The threat is heightened by the fact that Just Eat Takeaway.com generally focuses its platforms on a single brand in each market. Each of Just Eat Takeaway.com’s brands could suffer as a result of a range of events beyond its control, such as a food poisoning incident (including as a result of food hygiene standards) or an allergic reaction involving one or more of the partners on its platforms (whether or not the food was ordered via its platforms), violation of food safety rules by partners on its platforms, failure by partners on its platforms to comply with food information regulations, to the extent applicable, other health scares involving partners generally, data breaches, traffic accidents caused by, or involving, couriers recognisably associated with any of Just Eat Takeaway.com’s brands, whether or not employed or engaged by Just Eat Takeaway.com, or other misconduct by persons associated with items or merchandise bearing Just Eat Takeaway.com’s brands. The risk of reputational damage due to the misconduct of individuals is increased by Just Eat Takeaway.com’s expansion of its own complementary logistical food delivery services.

In addition, Just Eat Takeaway.com’s operations depend on various third parties to provide services, in particular telecommunications, internet, and cloud, as well as banks and payment service providers used by Just Eat Takeaway.com. Notwithstanding the redundant architectures and resilience measures that have been designed into Just Eat Takeaway.com’s operational systems, there remains a risk that potential system outages or cyber-attacks may affect the operation of telecommunications, cloud, or internet services, as well as any unannounced action by telecommunications, cloud or internet service providers. As consumers and partners may attribute any performance failure or payment problem relating to a food delivery order to Just Eat Takeaway.com and its brands, regardless of the cause of the failure or problem, consumers may become dissatisfied with Just Eat Takeaway.com’s value proposition. In addition, as Just Eat Takeaway.com’s hybrid business model is premised on connecting partners and consumers, in many cases they rely on partners to deliver food, rather than Just Eat Takeaway.com performing this function directly or through third parties. Accordingly, delays in deliveries by partners, or Just Eat Takeaway.com’s inability to offer a uniform food delivery experience, could adversely affect perceptions of its value proposition.

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

Just Eat Takeaway.com’s entry into new business areas or markets may not be successful and may expose it to additional risks and uncertainties.

Risk category: Competition and Innovation (Portfolio Management / Project Governance)

Where Just Eat Takeaway.com grows its operations by expanding its businesses into new markets or offering new services, it may not be able to do this in a cost-effective and/or timely manner. New business endeavours launched or expanded by Just Eat Takeaway.com may not be favourably received by corporate customers, consumers, partners or by governments or regulators, or may not become profitable.

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

Just Eat Takeaway.com may be unable to integrate successfully or achieve the expected benefits of any prior or future acquisitions or may be unable to identify and acquire suitable acquisition candidates.

Risk category: Acquisitions (Integration and Transformation, and Synergies)

Just Eat Takeaway.com has undertaken significant acquisitions in the past and it may continue to do so to establish or maintain leading positions in terms of overall orders in certain markets in the future. The integration of any prior or future acquisitions may not generate sufficient benefits for Just Eat Takeaway.com to justify the costs that it will incur in completing such acquisitions. The integration of local operations may place substantial demands on Just Eat Takeaway.com’s management and departments, may take longer or be more costly than anticipated, may result in material tax liabilities, the loss of key employees and may pose organisational challenges, including challenges to their operations, and IT-related challenges, any or all of which Just Eat Takeaway.com may fail to address effectively, resulting in the disruption of its businesses, its inability to maintain relationships with partners, consumers and employees, and its ability to achieve the anticipated benefits of any prior or future acquisition or maintain quality standards.

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

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

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

INFORMATION TECHNOLOGY

Any disruptions to Just Eat Takeaway.com’s IT systems and related infrastructure, including due to system outages or supply chain failures affecting telecommunications, cloud providers, internet service providers, payment service providers or technology manufacturers upon which it depends, may adversely affect its performance.

Risk category: Technology Reliability & Availability (Resilience)

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

Any system outages affecting the operation of telecommunications, or the internet may restrict the ability of consumers to access Just Eat Takeaway.com’s platforms or partners and Just Eat Takeaway.com’s ability to receive and process orders. In addition, Just Eat Takeaway.com operates some of its e-commerce workloads in the cloud. Any outages that affect the operation of the cloud may additionally therefore affect the efficiency of the service provided by Just Eat Takeaway.com. Any such failures in services provided by Just Eat Takeaway.com or third-party telecommunications providers, co-location providers, internet service providers or cloud and payment services providers could adversely affect Just Eat Takeaway.com’s business, results of operations, financial condition and/or prospects.

Compromised security and performance failures due to hacking, viruses, fraud-motivated attacks or other malicious attacks could adversely affect Just Eat Takeaway.com’s reputation.

Risk categories: Data Security & Privacy and Brand & Reputation (Information Security)

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

Just Eat Takeaway.com may face certain risks in connection with the supply of its restaurant devices.

Risk category: Technology Reliability & Availability (Resilience)

Just Eat Takeaway.com relies upon the suppliers of partner devices which facilitate the receiving and processing of orders by partners on Just Eat Takeaway.com's platforms. If any of these suppliers were to terminate their supply relationship with Just Eat Takeaway.com or become unable for any reason to supply Just Eat Takeaway.com with the requisite numbers of devices, the ability of Just Eat Takeaway.com to service the partners in its existing networks and expand its network of partners may be materially adversely affected. Furthermore, in the event of product damage, failure in a particular delivery of devices, or a systemic hardware or software quality or reliability issue, there may be consequential constraints upon Just Eat Takeaway.com’s ability to supply such devices to partners that utilise them.

Any inability to overcome supply constraints to meet higher levels of demand from an expanding network of partners may have a material adverse effect on Just Eat Takeaway.com’s reputation, business, financial condition and/or results of operations.

LEGAL AND REGULATORY

Just Eat Takeaway.com's operations are subject to numerous legal and regulatory regimes and its businesses could be harmed by changes to, or interpretation or application of, the laws and regulations of each of the jurisdictions in which it operates.

Risk category: Social Change, Legal and Regulatory (Operating in Various Jurisdictions)

Just Eat Takeaway.com faces certain inherent risks due to the geographic scope and the nature of its businesses. Just Eat Takeaway.com is exposed to laws and regulations which vary, and sometimes conflict, from one jurisdiction to another. Just Eat Takeaway.com’s ability to comply with existing laws and regulations applicable to its businesses across the multiple jurisdictions in which it operates and to predict and adapt to changes in those jurisdictions, is important to its success. Any uncertainty or changes in applicable laws or regulations, in particular in relation to payment services, competition, the internet, e-commerce, consumer protection, cookies, privacy, electronic marketing, platform regulation and legislation or rules relating to the right to be forgotten, or the takeaway food industry specifically, in one or more of the markets in which Just Eat Takeaway.com operates, could have a material adverse effect on Just Eat Takeaway.com’s reputation, business, results of operations, financial condition and/or prospects.

Just Eat Takeaway.com faces risks associated with the independent contractor model, which is subject to evolving government regulation of, and judicial intervention in, the “gig economy.” Changes in government regulation of or successful challenges to the independent contractor model used by Just Eat Takeaway.com in certain markets may require Just Eat Takeaway.com to change its existing business models and operations.

Risk category: Social Change, Legal and Regulatory (Gig Economy / Logistics)

Government regulation of the “gig economy” (a labour market characterised by the prevalence of short-term missions or freelance work as opposed to permanent jobs) has evolved considerably over the past few years and continues to do so. Just Eat Takeaway.com has adopted an independent contractor model in Australia, Canada, Ireland, New Zealand, Slovakia, the UK, and the US, where it engages independent contractors directly as delivery couriers, such that its delivery couriers are not employees of Just Eat Takeaway.com, which classification remains subject to evolving government regulation and judicial interpretation.

Due to uncertainties in the interpretation of applicable law, as well as constant legislative evolution, this sector has been subject to scrutiny and, in some cases, the commencement of class actions with workers claiming they should have been treated as employees or workers rather than self-employed contractors. As a result of uncertainties surrounding the interpretation of applicable law and the evolving legislative and regulatory landscape concerning the “gig economy”, there is a risk that Just Eat Takeaway.com’s independent contractor models in Australia, Canada, Ireland, New Zealand, Slovakia, the UK and the US may be subject to further challenge. Just Eat Takeaway.com is growing and may continue to grow its delivery services. As a result, to the extent such growth involves engaging additional independent contractors, the effects of any such successful challenges may be material. It is also possible that Just Eat Takeaway.com may be subjected to fines and/or other sanctions in respect of its independent contractor models. Such events could have a material and adverse effect on Just Eat Takeaway.com’s business, results of operations, financial condition and/or prospects.

Just Eat Takeaway.com’s operations involve the processing of personal data of consumers, restaurant owners and contracted couriers, which processing is regulated under privacy and data protection laws and governmental regulations. Compliance with such laws and regulations could give rise to additional costs and failure to comply, including as the result of security breaches, could give rise to liabilities and could have a material and adverse effect on its reputation, business, financial condition, results of operations and/or prospects because of privacy and data protection laws and governmental regulations and risks of security breaches.

Risk category: Social Change, Legal and Regulatory (Data Privacy Regulations)

Just Eat Takeaway.com’s operations involve the processing of personal data of consumers, restaurant owners and contracted couriers. In its capacity as an online food delivery marketplace and as a facilitator of online payments, Just Eat Takeaway.com acts as an intermediary or agent, as applicable, between partners, consumers purchasing from these partners, and entities controlling the payment methods that the consumers choose to use. In furtherance of the services, Just Eat Takeaway.com provides and receives personal data of consumers, restaurant owners and contracted couriers. Such personal data includes identification data, location data, and payment transaction data that consumers supply when they wish to make a payment for an order, or in the case of restaurant owners and contracted couriers, bank routing and account information so that they can hold a business account and receive payments from Just Eat Takeaway.com.

Consequently, Just Eat Takeaway.com is subject to the privacy rules of the countries in which it operates. Any failure to comply with applicable data protection and privacy laws may harm Just Eat Takeaway.com's reputation or lead to investigations, sanctions, penalties, proceedings or actions against Just Eat Takeaway.com by governmental agencies or other persons, including class action litigation in certain jurisdictions. In addition, Just Eat Takeaway.com faces the possibility of security breaches, which themselves may result in a violation of applicable data protection and privacy laws. Any failure of Just Eat Takeaway.com and its affiliated partners, suppliers, service providers or others to adequately protect personal or sensitive data could have a material and adverse effect on its reputation, business, financial condition, results of operations and/or prospects.

Just Eat Takeaway.com is subject to extensive government regulation and oversight relating to the provision of payment and financial services. Failure to comply with, loss of privileges pursuant to or material modifications to applicable regulations could severely impact its ability to process payments or result in penalties or costly and time-consuming remediation efforts.

Risk category: Social Change, Legal and Regulatory (Regulated Online Payment Services)

Just Eat Takeaway.com is affected by the revised Payment Services Directive 2015/2366/EU (“PSD II”) and its implementation in the European countries where it operates regulated payment services. PSD II entered into force and was implemented in the Netherlands on 19 February 2019. Takeaway.com Payments B.V., a Dutch incorporated 100% subsidiary of the Company, has obtained a licence from the Dutch Central Bank (De Nederlandsche Bank N.V., the “DNB”) in accordance with PSD II and as a payment institution falls under the supervision of the DNB. All online payments for food in Austria, Belgium, Germany, Poland, Portugal, Luxembourg, and the Netherlands are facilitated by Takeaway.com Payments B.V. In all other applicable countries within the European Economic Area (“EEA”) (except for France, where Just Eat Takeaway.com relies on the limited network exemption), Just Eat Takeaway.com relies on its commercial agent exemption, and therefore the payment services it provides are not regulated and do not require a licence. For these markets, Just Eat Takeaway.com may continue to rely on this exemption because it receives payments as a commercial agent authorised via an agreement to negotiate or conclude the sale of goods on behalf of its partners and does not act as a commercial agent on behalf of the consumers. Should Takeaway.com Payments B.V.’s licence be revoked by the DNB in the future, or other enforcement measures be taken by the DNB, such as imposing penalties and/or forcing Just Eat Takeaway.com to cease offering certain payment facilities, Just Eat Takeaway.com’s ability to process online payments would be severely impacted and/or Just Eat Takeaway.com may be forced to involve third-party payment service providers, or be subjected to a combination of the possible consequences referred to above.

In addition, Just Eat Takeaway.com, in the countries where payments are not facilitated by Takeaway.com Payments B.V., is subject to the Payment Card Industry (“PCI”) and Data Security Standard (the “Standard”). The Standard is a comprehensive set of requirements for enhancing payment account data security that was developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures. Just Eat Takeaway.com is required by payment card network rules to comply with the Standard. Under certain circumstances specified in the payment card network rules, Just Eat Takeaway.com may be required to submit to periodic audits, self-assessments, or other assessments of its compliance with the Standard. Such activities may reveal that Just Eat Takeaway.com has failed to comply with the Standard, which may result in fines or restrictions on its ability to accept card payments and/or costly remediation efforts.

Just Eat Takeaway.com is subject to pricing and platform regulations and may become subject to related litigation or regulatory inquiries. Modifications to pricing and/or platform regulations or the outcome of related litigation or regulatory inquiries may, among other things, require changes to the pricing models of Just Eat Takeaway.com and may negatively impact financial results and/or increase its costs of doing business.

Risk category: Social Change, Legal and Regulatory (Pricing Regulations)

Just Eat Takeaway.com is subject to pricing regulations in the jurisdictions in which it operates. For instance, the implementation of European Directive 2011/83/EU on consumer rights has in the past affected and may continue to affect Just Eat Takeaway.com’s operations. Additionally, fees and commissions charged by online food delivery marketplaces and other business practices of online platforms are currently under increased scrutiny and are expected to continue to be subject to political and public debate in the jurisdictions in which Just Eat Takeaway.com operates. This increased scrutiny may lead to changes in platform regulation or legislation, negative publicity or investigations or litigation commenced by governmental authorities or other parties.

Further changes in platform regulation, legislation or related litigation resulting from such increased scrutiny may require changes to certain business practices of Just Eat Takeaway.com, including changes to fees and commissions. Changes to fees and commissions may, among other things, negatively affect Just Eat Takeaway.com’s ability to generate revenue or result in dissatisfaction or loss of consumers or partners on Just Eat Takeaway.com’s platforms. Similarly, in response to Covid-19, several jurisdictions, predominantly in North America, have implemented or are considering implementing fee caps, fee disclosure requirements and similar measures that have negatively impacted Just Eat Takeaway.com’s financial results, and could negatively impact Just Eat Takeaway.com’s financial results and/or increase its cost of doing business. See also “Item 5.A Operating Results—Key Factors Affecting Results of Operations—Revenue”.

Just Eat Takeaway.com is subject to the competition laws of the countries it operates in and changes in, or its failure to comply with, competition laws could adversely affect its businesses, results of operations, financial condition and/or prospects.

Risk category: Social Change, Legal and Regulatory (Competition Laws)

Just Eat Takeaway.com is subject to the competition laws of the countries it operates in and such laws may restrict Just Eat Takeaway.com’s ability to agree with partners on a price guarantee (that is, the guarantee that partners do not charge consumers a lower price for the same food if ordered directly through the partner’s own online order channels, or if applicable via another online platform, as opposed to if ordered via Just Eat Takeaway.com’s platforms). Competition authorities in several markets in which Just Eat Takeaway.com is active have considered the impact of such price guarantees. Accordingly, there is a risk that the price guarantee clauses in agreements between certain restaurants and Just Eat Takeaway.com could be found to violate competition laws. Any such violations of competition law could result in fines, the relevant terms or the agreements themselves being unenforceable, consequential amendments to agreements, claims for damages and reputational damage, each of which could potentially have a material adverse effect on Just Eat Takeaway.com’s business, results of operations, financial condition and/or prospects.

Just Eat Takeaway.com is subject to the tax laws and regulations of different jurisdictions, changes to which could materially affect its businesses, results of operations, and financial condition.

Risk category: Social Change, Legal and Regulatory (Tax Regulations)

Just Eat Takeaway.com is subject to tax laws and regulations of different jurisdictions. Given that tax laws and regulations are subject to frequent change and their meaning may be subject to interpretation, the tax positions taken by Just Eat Takeaway.com may at times be subject to challenge by the relevant authorities. More generally, any failure to comply with the tax laws or regulations applicable to Just Eat Takeaway.com may result in reassessments, late payment interest, fines, and penalties.

As future developments, including initiatives relating to the taxation of the digital economy and taxation of self-employed individuals, are uncertain and partly beyond management’s control, assumptions are necessary to estimate future tax costs, taxable profits as well as the period in which deferred tax assets will recover. Any significant increase in Just Eat Takeaway.com’s tax burden due to the factors described above is likely to have a material adverse effect on its results of operations, business, financial condition and/or prospects.

Just Eat Takeaway.com may be adversely affected if it fails to obtain or maintain adequate protection for its intellectual property rights.

Risk category: Social Change, Legal and Regulatory (Intellectual Property Rights)

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

Just Eat Takeaway.com cannot guarantee that third parties will not infringe upon Just Eat Takeaway.com’s trademark rights, or that a third party will not purchase domain names that are identical to Just Eat Takeaway.com’s domain names, except for its extension. In addition, Just Eat Takeaway.com may be unable to adequately register and protect its trademarks or purchase at a reasonable price relevant domain names as it enters new markets.

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

The planned delisting of the Just Eat Takeaway.com ADSs from Nasdaq may adversely affect holders of the Company's ADSs.

Risk category: Legal and Regulatory (Listing venues)

Throughout 2021, the Company’s shares were traded at Euronext Amsterdam (ticker symbol: TKWY) and its CREST depositary receipts (CDIs) were traded at the London Stock Exchange (ticker symbol: JET). In addition, the Company’s American Depositary Shares (ADSs) have been traded on Nasdaq Global Select Market (ticker symbol GRUB) since 15 June 2021.

In light of the enlarged and more globalised investor base that Just Eat Takeaway.com has, following completion of the Grubhub acquisition, and in the interests of both Just Eat Takeaway.com and the Company’s shareholders, in January 2021, the Company announced its intention to take a period of time in which to determine the optimal listing venues for its long-term future. As part of this assessment, the Company considered, amongst other things, liquidity, and trading volumes across the listings it has in Amsterdam, London and New York. As announced on 8 February 2022 on Form 6-K, the Company has progressed its review to determine optimal listing venues and decided to delist its ADSs from the Nasdaq Global Select Market by the end of the first quarter of 2022. The Company expects its ADSs to be quoted and traded on the OTC Markets via a sponsored Level I Programme following the voluntary delisting. The assessment of the optimal listing venues is ongoing and as a result, the Company will remain listed on Euronext Amsterdam and the London Stock Exchange until otherwise decided.

The delisting and termination of the existing Level III Programme will result in ADS holders having to pay certain transaction fees (see Item 12.C "American Depositary Shares") and is expected to adversely affect the liquidity and trading of the ADSs. The delisting may result in holders of ADSs concluding that to continue to hold Just Eat Takeaway.com ordinary shares that trade solely on Euronext Amsterdam and the London Stock Exchange (or a Level I ADS) is impractical or difficult due to listing, tax or other considerations, which would in effect result in such holders of ADSs being forced to liquidate their ADS interests in Just Eat Takeaway.com at a disadvantageous moment. Further, following the delisting, the Company may be eligible to deregister its securities under the Securities Exchange Act of 1934 (the "Exchange Act"), in which case the Company would no longer be subject to the reporting requirements under the Exchange Act and the rules promulgated thereunder, including the requirements to file and furnish information with the SEC.

FINANCIAL

Just Eat Takeaway.com has a history of net losses and Just Eat Takeaway.com could continue to incur substantial net losses in the future and may not become profitable in the future.

Risk category: Financial (Profitability)

Just Eat Takeaway.com has incurred net losses since its inception. In addition, Just Eat Takeaway.com’s operating expenses may increase over time, particularly as it makes investments to scale and expand its businesses. These investments may not result in increased revenue or higher growth and may prove more expensive than Just Eat Takeaway.com currently anticipates.

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

Just Eat Takeaway.com may not continue to grow at historical rates and may not be able to achieve or maintain profitability across its businesses.

Risk category: Financial (Profitability)

Just Eat Takeaway.com’s underlying businesses have grown rapidly since their founding in 2000. However, this historical rate of growth is likely to decline in the future. In some more mature markets, such as the Netherlands, the UK and Denmark, Just Eat Takeaway.com could be confronted with saturating markets that result in declining growth rates of new consumers, even while Just Eat Takeaway.com continues to add new consumers, which could adversely affect its growth and ability to achieve or maintain profitability across its businesses. In other markets where Just Eat Takeaway.com is focused on developing its market positions, its growth and ability to achieve or maintain profitability could be adversely affected, in particular, if it fails to establish or expand its market positions either in absolute terms or relative to its competitors, or if increased marketing expenditures by its competitors in such markets, including in terms of more competitive and therefore more expensive bidding for pay-per-click/pay-per-order marketing initiatives, drive up its performance marketing costs. In addition, Just Eat Takeaway.com’s growth and ability to achieve or maintain profitability across its businesses could be adversely affected in such markets, if the shift from ordering food offline to ordering food online and via mobile devices occurs at a slower pace than anticipated.

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

The rights and responsibilities of the Company’s shareholders are governed by Dutch law and will differ in some respects from the rights and obligations of shareholders under the laws of other jurisdictions.

Risk category: Financial (Equity Instruments)

Just Eat Takeaway.com N.V. is incorporated under the laws of the Netherlands. Accordingly, the Company’s corporate structure, as well as the rights and obligations of the Company’s shareholders, may be different from the rights and obligations of shareholders of companies organised under the laws of other jurisdictions. The exercise of certain shareholders’ rights by the Company’s shareholders outside the Netherlands may be more difficult and costly to pursue than the exercise of rights in a company organised under the laws of other jurisdictions. Resolutions of the General Meeting may be adopted with majorities different from the majorities required for adoption of equivalent resolutions in companies organised under the laws of other jurisdictions. Any action to contest any of the Company’s corporate actions must be filed with, and will be reviewed by, a Dutch court, in accordance with Dutch law.

Just Eat Takeaway.com has identified material weaknesses in its internal control over financial reporting. If Just Eat Takeaway.com is unable to remediate these material weaknesses, or if Just Eat Takeaway.com identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, Just Eat Takeaway.com may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect the business of Just Eat Takeaway.com, and its share price.

Risk category: Financial (Internal Control over Financial Reporting)

Just Eat Takeaway.com is currently not required to comply with the rules of the SEC implementing Section 404 of the US Sarbanes-Oxley Act of 2002 (“Sox”), and therefore is not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. .For any annual report on Form 20F to be filed with the SEC by the Company for years ending after 31 December 2021, an annual management report on the effectiveness of Just Eat Takeaway.com’s internal control over financial reporting and Just Eat Takeaway.com’s independent registered public accounting firm is required to attest to the effectiveness of Just Eat Takeaway.com’s internal controls over financial reporting.

In connection with Just Eat Takeaway.com's SOx Section 404 implementation, Just Eat Takeaway.com has identified material weaknesses in the design and operating effectiveness of its internal control over financial reporting in the 1) risk assessment, ii) information and communication, and iii) control activities COSO components. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in the annual financial statements will not be prevented or detected on a timely basis solely by internal control over financial reporting.

Just Eat Takeaway.com's material weaknesses result from (i) controls designed and implemented lacking sufficient documentation to evidence the existence and effectiveness of the controls, (ii) existing general IT controls design deficiencies which were implemented too late in the year 2021 to evidence operational effectiveness, (iii) process-level and general IT controls not effectively implemented as of 31 December 2021, and (iv) controls dependent on system-generated information and automated controls which failed as a result of ineffective general IT controls. As a result, Just Eat Takeaway.com has not designed and implemented effective general IT controls and business process controls across substantially all of its financial statement account balances and disclosures. If Just Eat Takeaway.com is unable to remediate these material weaknesses, or if Just Eat Takeaway.com identifies additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, Just Eat Takeaway.com may not be able to accurately report its financial condition or results of operations or fail to do so in a timely manner, which may adversely affect its business, and its stock price.

Just Eat Takeaway.com is in the process of implementing measures designed to further improve its internal control over financial reporting and remediate the control deficiencies that resulted in these material weaknesses. In particular, Just Eat Takeaway.com continues to engage with external advisors to assist Just Eat Takeaway.com in the design and execution of its SOx compliance programme. Just Eat Takeaway.com cannot ensure that the measures taken by it to date, and actions that Just Eat Takeaway.com may take in the future, will be sufficient to remediate the control deficiencies that led to these material weaknesses in its internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. In addition, neither the Management Board nor the independent registered public accounting firm has performed an evaluation of Just Eat Takeaway.com's internal control over financial reporting in accordance with the provisions of SOx. Had Just Eat Takeaway.com or the independent registered public accounting firm performed an evaluation of Just Eat Takeaway.com’s internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley, additional significant deficiencies or material weaknesses might have been identified.

If Just Eat Takeaway.com is unable to remediate these material weaknesses, or if Just Eat Takeaway.com identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, Just Eat Takeaway.com may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in Just Eat Takeaway.com and, as a result, Just Eat Takeaway.com’s share price and ability to access the capital markets in the future.

To the extent that Just Eat Takeaway.com’s financial results have been positively impacted by the Covid-19 pandemic, such results may not be indicative of results for future periods.

Risk category: Financial (Covid-19)

As a result of the Covid-19 pandemic, Just Eat Takeaway.com has seen trends towards increasing orders and the increasing adoption of online payments as the preferred method of payment of its consumers accelerate due to a shift of consumer behaviour. Consequently, despite certain adverse impacts from the Covid-19 pandemic, the impact of the Covid-19 pandemic on Just Eat Takeaway.com’s business has, in some respects, been positive. However, Just Eat Takeaway.com cannot reasonably estimate the duration of the pandemic or future changes in consumer spending patterns as a result of the continuation or conclusion of the pandemic. To the extent that Just Eat Takeaway.com’s financial results for the year ended 31 December 2021 may have been positively impacted by the Covid-19 pandemic, such results may not be indicative of results for future periods.

OPERATIONAL

Just Eat Takeaway.com faces certain risks in connection with, and because of, its own logistical food delivery services.

Risk category: Operational Complexity of a Hybrid Model (Logistics)

In recent years, Just Eat Takeaway.com has made substantial investments in its own logistical food delivery service businesses and the rollout of its technologies and processes and Just Eat Takeaway.com plans to continue to invest in such businesses in the future.

Just Eat Takeaway.com’s roll-out of its own logistical food delivery service businesses has necessitated greater investments in people-related costs, as a logistical food delivery service business model structurally has greater requirements than those associated with online food delivery platforms that are not responsible for making deliveries themselves. Although Just Eat Takeaway.com takes such costs into consideration when determining its delivery commission rates, commission rates are not substantial enough in themselves to cover all such costs without additional customer delivery charges. Just Eat Takeaway.com may not be able to charge commission rates or customer delivery charges in all its markets, in the future, at a level that would make the provision of its own logistical food delivery services profitable, particularly given increasing competition and the possibility of changing consumer preferences. Furthermore, it is also possible that Just Eat Takeaway.com may not be able to generate a sufficient number of orders to optimise the utilisation rates of couriers, which is necessary to make logistical food delivery services profitable.

Due to increasing online penetration and the pace of growth of online food ordering and courier churn, Just Eat Takeaway.com seeks to find enough potential couriers to ensure that it can respond to all online orders from its consumers in a timely manner. Just Eat Takeaway.com may not be able to recruit a sufficient number of couriers for various reasons, including competition for the services of such couriers by other delivery services (which could be intensified by other cost-sensitive factors, such as the risk of monthly minimum hour requirements or an increase in the average tenure of couriers), growth in a perception that employment as a courier is unattractive due to the risk of involvement in traffic accidents which arises from operating in congested urban areas with intense traffic, as well as labour law-related restrictions applicable in certain jurisdictions (for example, on the number of hours that couriers can work in a single day or on consecutive days). In addition, irrespective of Just Eat Takeaway.com’s efforts to maintain the satisfaction of its employees and independent contractors, the risk of conflicts arising with employees and independent contractors and the emergence of other labour-related disputes has increased, since working conditions in the food industry, particularly in the food delivery business, have come to the attention of labour unions in recent times.

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

Realisation of any, or a combination of the risks described above, could have a material adverse effect on Just Eat Takeaway.com’s business, reputation, financial condition, results of operations and/or prospects.

Just Eat Takeaway.com's high organic and inorganic growth rate introduces risks related to the effectiveness of its organisational structure, the scalability and efficiency of its operations and its ability to innovate.

Risk category: Operational maturity (Worldwide Operations)

Just Eat Takeaway.com has rapidly grown in recent years, and with this growth has come increased demands on the clarity of its corporate operating model, as well as the organisation, scalability, and efficiency of centralised functions. Together with legacy business cultures, processes, infrastructure and technologies, there are challenges, risks and additional complexity related to the achievement of an operating model supported by centralised functions and consolidated infrastructure and technologies that support Just Eat Takeaway's strategic objectives. In particular, Just Eat Takeaway.com has multiple business platforms that collectively require substantial maintenance, and which present a challenge when Just Eat Takeaway.com endeavours to introduce common innovations across its jurisdictions. Failure to consolidate technologies and efficiently balance and prioritise resources across maintenance, innovation and development may compromise Just Eat Takeaway's ability to enhance its products and services at a rate in line with objectives and/or in line with competition.

Following Just Eat Takeaway.com's recent significant growth in size, the business also has increased risks around the scalability and related costs of its service operations supporting the needs of consumers, partners and couriers. While Just Eat Takeaway has various Initiatives underway to improve automation and scalability of Its service operations, there is a risk that the failure of initiatives or the late delivery of desired outcomes may have a material impact on Just Eat Takeaway.com's cost of operations, service quality levels or consumer, partner and courier satisfaction levels.

Since growth is a driver of change within Just Eat Takeaway.com, the business has seen an increase in size of its portfolio of programmes and projects across its centralised functions and jurisdictions. This creates increased risk around the effectiveness and maturity of programme and project management controls and related teams. Should Just Eat Takeaway.com either fail to mature or insufficiently mature its programme and project management capabilities, controls and governance, this could impact the effective execution of strategic objectives and therefore the results of operations, financial conditions and/or prospects.

Just Eat Takeaway.com relies on the skills and experience of its management and other key personnel, and the loss of any of these team members and qualified personnel could have a material adverse impact on business operations.

Risk category: People (Key Talent)

Just Eat Takeaway.com’s performance, success, and ability to fulfil its strategic objectives is substantially dependent on retaining its current executives, members of its management and key personnel, who are experienced in the markets and the businesses in which it operates. In particular, Just Eat Takeaway.com is dependent on the skills and experience of Just Eat Takeaway.com’s founder and current Chief Executive Officer (“CEO”), Jitse Groen, who plays a key role in setting Just Eat Takeaway.com’s strategic direction. The unexpected departure of Just Eat Takeaway.com’s Chief Financial Officer (“CFO”), Brent Wissink, and Chief Operating Officer (“COO”), Jörg Gerbig could also have a material adverse effect on Just Eat Takeaway.com’s business operations. Furthermore, Just Eat Takeaway.com’s results of operations depend upon its personnel’s experience with, and knowledge of, local markets, IT trends and its own IT systems.

ITEM 4. INFORMATION ON JUST EAT TAKEAWAY.COM

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Just Eat Takeaway.com N.V. was incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands on 30 December 2005. It was converted to a public limited liability company (naamloze vennootschap) on 3 October 2016 and called Takeaway.com N.V. The Company’s corporate seat is in Amsterdam, the Netherlands, its address is Oosterdoksstraat 80, 1011 DK Amsterdam, the Netherlands, its telephone number is +31 (0)20 210 7000, and its website is justeattakeaway.com. The Company is registered in the Commercial Register of the Chamber of Commerce (Handelsregister van de Kamer van Koophandel) under number 08142836 and its legal entity identifier is 724500FVZIBSSQ7SHI95. The Company’s web address has been included as an inactive textual reference only. For more information please see "Item 10.H Documents on Display".

Just Eat Takeaway.com’s operations commenced in 2000 when the founder and CEO, Jitse Groen, launched one of the world’s first online food delivery marketplaces,thuisbezorgd.nl, in the Netherlands. The rapid dissemination and adoption of broadband internet services in the Netherlands in 2003 was an important driver of the growth of the business. By 2007, Just Eat Takeaway.com was connecting restaurants and consumers of logistical food delivery services in over 40 cities in the Netherlands. Just Eat Takeaway.com has demonstrated strong organic growth throughout its history.

From 2007, Just Eat Takeaway.com began to expand into new geographical markets through organic growth of its then-existing services, entering online food delivery in Belgium and Germany in that year, followed by additional markets including Austria (2008) and Switzerland (2014). In 2012, Just Eat Takeaway.com engaged in its first external equity fundraising round primarily in order to finance this continued growth and strengthen its activities in the Netherlands and Belgium.

In 2016, Just Eat Takeaway.com started offering Delivery in select cities in strategic markets to target those restaurants that do not offer their own logistical food delivery services.

With the acquisition of Lieferando.de in 2014, Just Eat Takeaway.com succeeded in retaining Jörg Gerbig, the founder of Lieferando.de, as a member of Just Eat Takeaway.com’s senior management and the chief operating officer of the Company.

Acquisition activity has also facilitated expansion of the scale of Just Eat Takeaway.com’s business, in particular the 2019 acquisition of Delivery Hero Germany GmbH and Foodora GmbH, which operated the Lieferheld, Pizza.de and Foodora brands in Germany (“Acquired German Businesses”) for a total consideration of €1.2 billion consisting of cash and shares and the combination with Just Eat plc in 2020. These transactions supported the strategic aims both in individual markets and by acquiring or enhancing positions in certain of the world’s largest markets in food delivery, which can be used to further support investment across Just Eat Takeaway.com

The Company acquired Just Eat plc in 2020, for a total consideration of €7.4 billion. The all-share combination between Just Eat plc and Takeaway.com N.V. became effective on 31 January 2020 and, with effect from the completion of the Just Eat Acquisition, Takeaway.com N.V. was renamed Just Eat Takeaway.com N.V. Just Eat operated in complementary geographic regions, with the Just Eat Acquisition bringing enhanced scale and geographical diversification to Just Eat Takeaway.com. The increased resources following the Just Eat Acquisition allow Just Eat Takeaway.com to invest more efficiently and effectively in markets to capture additional growth opportunities, maintain its competitiveness, strengthen leading positions and create sustainable shareholder value.

On 15 June 2021, the Company’s acquisition of 100% of the shares in Grubhub was completed in an all-share combination (the “Grubhub Acquisition”). On the same day, Just Eat Takeaway.com American Depositary Shares (ADSs) began trading on Nasdaq under the ticker symbol “GRUB”. Under the terms of the Grubhub Acquisition, Grubhub shareholders received American Depositary Shares ("ADSs") representing 0.6710 new Just Eat Takeaway.com N.V. ordinary shares in exchange for each Grubhub share. The consideration transferred amounting to €4.8 billion, consisted of 62.8 million ordinary shares issued and share-based payment replacement awards issued.

Following the acquisition of Grubhub, Just Eat Takeaway.com is deploying an updated strategy in the United States:

• Focus investment on key strongholds

◦ Drive continued supply expansion, with an increased and targeted sales effort

◦ Increase top-of-mind brand awareness through greater share of voice and local brand marketing

◦ Consolidate the Seamless brand to leverage marketing spend behind a single brand

◦ Expand GH+ loyalty and Grubhub Guarantee programmes

• Take legal steps against fee caps

◦ Defend our position that government-imposed fee caps are illegal

• Establish & expand new verticals

◦ Extend our convenience proposition, captive demand and corporate offerings to drive increased consumer retention and Average Monthly Order Frequency and further order growth

On 30 September 2021, Just Eat Takeaway.com completed the acquisition of Bistro.sk in Slovakia. This acquisition was announced on 16 July 2021. The enterprise value for the transaction is approximately €50 million. Bistro.sk will adopt the Just Eat Takeaway.com global brand identity in 2022.

Capital expenditure

Just Eat Takeaway.com owns property and equipment, including right of use assets, leasehold improvements and other equipment. Just Eat Takeaway.com’s current capital expenditures primarily relate to the routine acquisition of property and equipment, which is financed from operating cash flows and presented in the financial statements at cost less accumulated depreciation and accumulated impairment losses (if any). Depreciation is recognised to write off the cost of an item of property and equipment, less any residual value, over its estimated useful life using a straight-line depreciation method. It is calculated as a fixed percentage of cost and is recognised from the date an asset is available for use. See also Note 14 "Property and equipment" and Note 26 "Leases" of the financial statements, which form part of this annual report.

In 2021, the Company completed two acquisitions: Grubhub, which was completed on 15 June 2021, and Bistro.sk, which was completed on 30 September 2021. In 2020, the Company completed one acquisition with Just Eat. In 2019, Just Eat Takeaway.com completed one acquisition of the Acquired German Businesses. Just Eat Takeaway.com did not complete any divestments in 2021 and 2020. Just Eat Takeaway.com divested its interest in Takeaway.com Asia B.V. to Woowa Brothers Corp. in 2019 in exchange for a 0.24% stake in Woowa Brothers Corp. See also Note 11 "Business Combinations".

For funding provided to our associate as financed through our operating cash flows, see also Note 15 "Investments in Associates and Joint Ventures" of the financial statements, which form part of this annual report.

B. BUSINESS OVERVIEW

Who we are

Just Eat Takeaway.com is a leading global online food delivery marketplace, connecting nearly one hundred million consumers with 634 thousand local partners through our apps and websites, and with leading positions in attractive markets. As per 31 December 2021, Just Eat Takeaway.com operated in 23 markets divided in four reporting segments: North America (Canada and the United States), Northern Europe (Austria, Belgium, Denmark, Germany, Luxembourg, Norway, Poland, Switzerland, Slovakia and the Netherlands), United Kingdom and Ireland; and Southern Europe & Australia & New Zealand (ANZ) (Australia, Bulgaria, France, Israel, Italy, New Zealand, Portugal, Romania, and Spain). In addition, we operate through partnerships in Brazil and Colombia.

Just Eat Takeaway.com began operating in 2000 in the Netherlands when founder and CEO, Jitse Groen, launched the online food delivery marketplace under the brand thuisbezorgd.nl and expanded rapidly both in the Netherlands and internationally, building European and then global scale through a blend of strong organic and acquisitive growth.

Our proposition benefits both consumers and partners. We offer consumers the ability to order from a large selection of local restaurants, grocers and specialty retailers, enabled through our apps and websites, and delivered rapidly by our network of couriers. For restaurants and other partners, we provide access to our large pool of Active Consumers, our brand strength and presence, and our Delivery capabilities – allowing them to increase their orders and grow their business.

In 2021, Just Eat Takeaway.com processed 1.1 billion Orders for our partners, facilitating €28.2 billion in Gross Transaction Value (GTV). On average, Just Eat Takeaway.com had 20 thousand full-time equivalent employees (FTE) in 2021, of which almost 7 thousand represent the full-time equivalent of our employed couriers.

Our business model

Just Eat Takeaway.com’s core business model connects consumers with partners, enabling the consumer to order and pay for a meal through our apps or websites, which is then delivered to the consumer or collected by them in person (Fig. 1). We offer two primary models of fulfilment – our marketplace model where participating partners deliver the food themselves, and our Delivery model where we use our courier network to deliver orders.

For consumers, our proposition provides a simple way to order and pay for food, and Just Eat Takeaway.com aims to offer the best user experience by providing a large and varied selection of cuisines, broad restaurant choice, an easy-to-use and engaging product interface, seamless payment processes, and transparent order-tracking features.

For partners, Just Eat Takeaway.com offers access to a wide consumer-base and provides publicity at a relatively low cost, allowing partners to broaden their reach beyond local marketing and generate incremental orders. In addition, we provide partner delivery services, primarily through our own Delivery solutions but also through selected third parties in some markets.

Our business is primarily a business-to-consumer (B2C) operation, but Just Eat Takeaway.com is also investing in business-to-business (B2B) solutions allowing corporates to offer their employees (partially) subsidised food orders and to remove complicated expense processes.

We derive our revenue principally from the commissions we charge partners based on the value of the food ordered through our platforms and, to a lesser extent, from other services such as payment services, sales of merchandise and packaging, and promoted placement. In addition, we also derive revenue from fees charged directly to consumers, including delivery fees for orders where Just Eat Takeaway.com is responsible for the Delivery.

The business model benefits from powerful network effects, reinforcing growth in orders, consumers and partners (Fig. 2). As the number of consumers increases, more orders and higher GTV are generated, attracting more partners to our marketplace, which further enhances and diversifies the offering and in turn attracts more consumers. This typically provides a strong tailwind to growth for market leaders. In addition, network effects drive operating leverage and lead to improved operating margins in the long run. For our courier network of nearly 500,000 couriers, we offer either an employment relationship with the relevant benefits or a flexible way of working, which enables them to reach their earning goals on their own schedule.

Just Eat Takeaway.com connects consumers and partners

Graphics

Fig. 1. Just Eat Takeaway.com core business model

Just Eat Takeaway.com leverages powerful network effects

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Note: Numbers represent FY 2021, presented on the basis of the combined results of Just Eat Takeaway.com and Grubhub

Fig.2 Just Eat Takeaway.com leverages powerful network effects

Our Segments

North America

The North America segment includes our US and Canadian businesses, which were acquired in the Grubhub Acquisition and Just Eat Acquisition, respectively. Grubhub is one of the US largest online food delivery marketplaces and is currently composed of two different brands - Grubhub which was founded in 2004 and Seamless, founded in 1999. Our Canadian brand SkipTheDishes was founded in 2012 and was one of the earliest Delivery-led marketplaces within online food delivery and has since grown to be the market leader in Canada. The segment represents 34% of total Just Eat Takeaway.com Orders.

The North American business, the largest segment by Orders and GTV, continued to demonstrate its leading and sustainable hybrid model.

In 2021, our Active Consumers totaled to 37 million underpinned by strong brand awareness and investment in marketing. Soon after the completion of the Grubhub Acquisition on 15 June 2021, the US refreshed its branding, adopting the Just Eat Takeaway.com global brand identity, and began the consolidation of the legacy Seamless brand into Grubhub. The launch of the new orange Grubhub branding was part of the most successful one-day marketing campaign in Grubhub's history – featuring significant out of home advertising in New York, Chicago and Boston. Grubhub was the official food delivery sponsor of The Game Awards and also launched partnerships with Instacart and Peacock to further accelerate the growth of its GH+ loyalty programme. The Canadian business agreed a multi-season partnership with the National Hockey League (NHL) in January 2021, becoming the first Official Food Delivery App of the NHL. SkipTheDishes partnered locally with six out of seven Canadian NHL teams so hockey fans across Canada can support their home team and local restaurants simultaneously. SkipTheDishes was also the Official Food Delivery App of Team Canada’s Olympic team in 2021. SkipTheDishes was voted the most Trusted Food delivery service by both Reader’s Digest and BrandSpark, securing a 47% trust share amongst the Canadian population.

The segment increased Average Monthly Order Frequency in 2021, partly driven by expansion of our local loyalty programmes - GH+ (US) and Skip Rewards (Canada). In the US, orders generated by the millions of GH+ subscribers accounted for approximately 25% of total Orders by the end of the year, whilst in Canada the programme has increased consumer engagement and loyalty.

The supply base grew by 24% to over 371 thousand partners, with significant expansion in both independent and branded partner numbers. Partners continued to face challenges as a result of the global pandemic and our North American businesses continued to support partners through commission rebates in 2021.

In both the US and Canada, various states, provinces and local governments imposed mandatory fee caps on online food delivery marketplaces. As of the end of 2021, many of these have expired, but they remain in place in some major US cities such as New York City and San Francisco. In Canada, the British Columbia cap was extended until the end of 2022, whereas the other remaining provincial caps are engaged by indoor dining prohibitions and emergency orders.

We continue to innovate across our North American businesses, including expansion of our convenience and alcohol delivery propositions. In Canada, we entered the quick commerce market in 2021 through our launch of the Skip Express Lane brand across several locations. When combined with strong third-party convenience and grocery partnerships, this builds a strong foundation and clear path to accelerating growth of non-restaurant verticals.

Northern Europe

The Northern Europe segment comprises Austria, Belgium, Denmark, Germany, Luxembourg, Norway, Poland, Slovakia, Switzerland and the Netherlands. The Northern Europe markets together make up 27% of Just Eat Takeaway.com Orders, with Germany being the largest market in terms of Orders and GTV.

The segment has demonstrated strong growth and profit generation in 2021. We increased Active Consumers by 20% to 31 million in Northern Europe, whilst also expanding our supply base by 20% to 77 thousand partners. This segment benefitted from our partnership with UEFA for the Euro 2020™ football tournament which took place in the summer of 2021 and generated high levels of brand visibility.

We have strong positions across the Northern Europe segment and are the clear leader in online food delivery in markets representing over 95% of segment GTV.

Germany

Our Lieferando.de brand is the largest and most recognised online food delivery marketplace in Germany, with consumer top-of-mind awareness of over 60% and extensive partner coverage reaching over 98% of the delivery areas of the German population. In 2020, we expanded our German business with the German Acquired Businesses.

In 2021, we continued to expand our delivery service to partners, which do not have their own delivery fleet. Through this expansion we were able to offer an even broader range of cuisines and several international and national chain restaurants.

Order growth in Germany amounted to 42% in 2021.

Other markets

Thuisbezorgd.nl was founded in the Netherlands in 2000 and has grown to become one of the most recognised consumer brands in the country. We continued to expand our base of Active Consumers and partners during 2021, whilst also trialling new product and technological developments, including dine-in, drone delivery and the corporate solutions payment card.

In 2021, our leading Danish app and website were migrated to the continental European platform. The Danish Delivery operations use our employed delivery model, which enhances last-mile brand visibility and service levels.

Our market-leading Swiss business continued to expand from a strong base of top-of-mind brands and high levels of existing penetration, whilst Poland is a high growth market with very strong top-of-mind brand awareness.

Just Eat Takeaway.com acquired Bistro.sk, Slovakia’s leading online food ordering platform during 2021.

United Kingdom and Ireland

Our UK and Ireland segment continued to perform strongly under the Just Eat brand (which we acquired in 2020), with clear leadership in online share and strong growth during 2021. The segment achieved 289 million Orders in 2021, representing 27% of total Just Eat Takeaway.com orders, and a growth rate of 52% versus the previous year. The UK brand Just Eat achieved a significant milestone during the year, fulfilling its billionth order since launching in 2006.

We have continued to drive Active Consumers, which grew by 16% to 19.3 million. Our top-of-mind awareness (TOMA) was boosted by significant investments in marketing and partnerships, including the UEFA Euro 2020™ football tournament and a new Christmas-themed advert leveraging our renowned Snoop Dogg collaboration. In the UK, we particularly increased consumer acquisition in London, media exposure and significant last mile visibility from our highly recognisable branded couriers. In Ireland, our PR-led approach included support from the Deputy Prime Minister in promoting our investment in the market.

The UK & Irish supply base grew by 21% to over 64 thousand partners. In the UK, we agreed a number of new international and national chain restaurant partnerships, such as Starbucks, Costa and LEON, as well as further boosting our partner salesforce to add wider partner choice to its platform. Additionally, we extended our proposition into convenience grocery with partnerships including Asda and One Stop. In Ireland, we brought on a number of exciting new partners including Starbucks and national convenience retailer Centra.

Following the successful launch of our employed courier model in London last year, the operation expanded into a further five UK cities in 2021 – Birmingham, Brighton, Cambridge, Liverpool, and Nottingham. The expansion has created thousands of new jobs and will further enhance our last-mile brand visibility across these cities. We also announced a new 20,000 sqm office for UK customer service operations in north-east England, creating more jobs in 2021/2022.

We also ended the year with our Christmas Meal Appeal where we worked with our consumers, partners, couriers and staff to help provide over 200,000 meals for the homeless and the vulnerable.

Southern Europe & ANZ

The Southern Europe & ANZ segment comprises Australia, Bulgaria, France, Israel, Italy, New Zealand, Portugal, Romania, and Spain. These markets together make up 12% of Just Eat Takeaway.com Orders, with Australia the largest market in terms of number of orders.

The segment is comprised of a number of markets at an earlier stage of their evolution, in terms of consumer penetration and operational scale, which require significant investment. We achieved strong growth within the segment during 2021, with Active Consumers growing by 8% to reach 13 million, and GTV growth of 38% to €2.8 billion.

This segment also benefitted from our partnership with UEFA for the Euro 2020™ football tournament, which took place in the summer of 2021 and generated high levels of brand visibility.

Australia

Our Australian brand, Menulog, which was founded in 2006, has a long track record in online food ordering. In 2021, it was one of Just Eat Takeaway.com’s fastest growing markets in terms of order numbers, demonstrating a significant turnaround in performance following market share declines prior to the combination between Takeaway.com and Just Eat.

The strong order growth has been driven primarily by an expansion of the supply base, and in particular by the number of Delivery partners which increased significantly. The Active Consumer base also grew as a result of increased investments in marketing which further strengthened the Menulog brand.

Menulog also announced a first-of-its-kind partnership with the National Indigenous Culinary Institute to accelerate their mission to boost employment opportunities for indigenous chefs, as well as a partnership with OzHarvest to donate as many as 200,000 meals through the Meal 4 Good programme.

Other Markets

Our Israeli brand 10bis was founded in 2000 and has grown to become the leading online food delivery marketplace in the country. While Just Eat Takeaway.com is predominantly a B2C brand, the majority of 10bis orders are B2B orders, and 10bis served thousands of corporations, representing hundreds of thousands of employees. The pandemic materially impacted these corporate orders as offices closed, but this adverse effect was partly mitigated by expansion into B2C ordering.

In Italy, we celebrated 10 years in business in 2021. Our employed Delivery model is now live in 24 cities, and in 2021 we reached record numbers of consumers and significantly increased our partner estate.

Our Spanish operations also saw record Active Consumers and strong partner growth. In 2021, the Spanish government introduced a new rider law establishing last mile logistics players to employ its couriers, which Just Eat Takeaway.com already complied with through its employed courier model.

Our Product and Technology

Just Eat Takeaway.com offers a simple and efficient way for consumers to order their favorite food whenever and wherever they like through our apps and websites. We digitalise the entire food ordering experience for consumers, partners, corporate customers and our back office and couriers. We believe that speed, choice of partners and ease of use are the most important factors impacting the user experience for consumers and focuses on guiding consumers to find whatever they are looking for and giving them the tools to make their whole food ordering experience better. Here you can find some areas on which we focused in 2021.

Consumers

In 2021, we continued to focus on improving the discovery experience for our consumers. We have simplified searching for partners and dishes to ensure our consumers can easily find what they have the appetite for. We also improved the general experience with a more accessible visual language, fonts and visuals to increase the inclusiveness of our customer experience. We have invested in our after-order experience and in our algorithms to improve our courier estimated time of arrival (ETA), not only on our Food Tracker®, but also in the discovery experience. In addition, we have created a new after-order experience for our consumers with the option to ask questions, experimenting with our funnels and chat capabilities to make it easier for our consumer to guide them through possible questions they may have. In a fully automated manner to make it easier for our consumers and ourselves to help them get an answer quickly: self-service to reduce our operational effort and smart to ensure consumers receive the answer instantly.

We have invested heavily into various promotion, loyalty and retention strategies. We introduced the stamp card programme in the UK and globally increased the visibility of our stamp card programmes, which positively impacts the Average monthly order frequency and retention. This also helped boost promotion of our online loyalty programme, massively increasing new users and usage of the programme.

On top of improving the overall payment experience, we also enriched our payment offerings by integrating Sodexo in Belgium, Twint in Switzerland, Mobile Pay in Denmark, MBWay in Portugal and Apple Pay for Giro card in Germany.

Innovating, creating and moving into growing new markets is core to the long-term success of Just Eat Takeaway.com. We expanded our JET Pay solution, previously known as Takeaway Pay, to the United Kingdom and started with first initiatives to expand our groceries offering.

Partners

For Just Eat Takeaway.com it is important to help our partners further digitalise their operations. To make the lives of our partners, and internal operations easier we have, for example, added multiple self-service options to our partner products that enable partners to easily adapt to incidents in their operation. It reduces the turnaround time for change requests and gives our partners more control over how their business is represented on our apps and websites.

We use data products to improve the experience of partners. A fully interactive dashboard is provided to most partners. It allows them to keep track of their performance and empowers them to make data-informed decisions to maximise their business on our platform. The tool is designed in a lean and simple way, making sure it is understandable regardless of whether partners are data savvy. Via the tool, partners can easily gain a bird’s eye view of the overall business performance (e.g. order volume, average transaction value and revenue). They can also deep dive, for example, to understand which menu items or delivery areas are top and bottom performers and how well they are acquiring new consumers and retaining existing consumers.

During 2021 we worked to further optimise the best promoted placement practices across Just Eat Takeaway.com, improving the product to tailor the offering to restaurant needs and give the partner more control and optionality over the service.

Convenience grocery

In 2021, we launched several fulfillment centres (Skip Express Lane) in Canada. We have been seeing an increase in Average Monthly Order Frequency for food and convenience consumers over the food-only consumers in the new consumer cohorts. The order distribution by time of day shows a better spread across the day with softer peaks and better fleet utilisation across the full day.

JET Pay

This year, JET Pay, our corporate employee benefit service that allows corporate customers to provide their employees with a digital meal allowance, underwent a rebranding effort where all markets changed their name from Takeaway Pay to “local brand for business” names (i.e., Thuisbezorgd.nl for business, Takeaway.com for business, Lieferando.de for business, etc.). In 2021, JET Pay launched in four new markets – Bulgaria, Denmark, Norway and the UK - the service now spans 14 European markets, with others to follow.

We launched the JET Pay Card together with Adyen and Mastercard in seven European markets - Germany, Netherlands, Poland in August 2021 and Austria, Belgium, France and Luxembourg in the fourth quarter of 2021, respectively. The JET Pay Card enables corporate customers to use their meal allowance at any physical restaurant accepting Mastercard and Maestro.

Delivery

Just Eat Takeaway.com offers partners the choice to deliver the food themselves or to use our couriers to deliver orders, using the available Just Eat Takeaway.com courier model for the area – either our employed couriers, the independent contractors courier model or third party provided couriers. We also developed an innovative courier tracking solution for our marketplace partners, which helps them manage their deliveries and provide real-time tracking to consumers.

2021 has been a significant year for delivery and we have made excellent progress in product innovation, data and algorithm driven efficiencies, market expansions and new courier models. We are focused on improving the cost per order by enhancing the courier experience, driving delivery efficiencies and enabling a quick, smooth and hassle-free delivery experience for our consumer - whether it is receiving their favourite meal, ice cream or groceries.

Product innovations included introducing initiatives like Fast Cash, a programme offering couriers immediate earnings payouts and also launched a white-label service for restaurants to leverage our courier network for their deliveries, opening up new revenue streams.

Customer Services

In 2021, we started insourcing our call centre operations in the legacy Just Eat countries to provide more personalised services to our customers and consumers. We also invested more in world class automation technology to provide faster, more intuitive self-serve solutions for our consumers and partners, which resulted in a better end-to-end experience for our consumers.

Following the success of automating consumers and partner queries in the UK, we have invested heavily in globalising the self-service automation product suite, starting with Australia and New Zealand.

Our Technology and Organisation

In the second half of 2021, we merged the Product & Tech organisations of legacy Takeaway.com and Just Eat in Europe and Canada . Grubhub continues to have their own Product & Technology organisation in the US. The Product & Tech organisations shifted to a global and single leadership structure. The new global P&T organisation reached almost 2,000 FTEs in six countries (Bulgaria, Canada, Germany, Israel, the Netherlands and the UK).

Unifying Technologies to Boost Innovation

In 2021, we started consolidating and unifying existing Just Eat, Takeaway.com and SkipTheDishes technologies to reduce complexities and boost innovation.We are planning to launch a global consumer stack (IOS, Android Apps and Website) for Europe, New Zealand and Australia. This global consumer stack will enable us to provide a more innovative experience to our consumers.

Security and Scalability

While our business has been growing rapidly day by day, we made significant efforts to make our platforms more secure and scalable. Cyberthreats are constantly evolving and becoming more sophisticated. To improve our defensive muscles, we switched to a Just Eat Takeaway.com-wide information security organisation setup and implemented a three lines of defence organisation structure. We enabled a Bug Bounty Programme for all our markets, to welcome ethical hackers to test our systems as well.

Our Brand

Just Eat Takeaway.com runs a single-brand identity in each country in which we operate, as we believe this is the most effective and efficient way to reach consumers

One Brand

Just Eat Takeaway.com strives to offer a wide range of food cuisines, full coverage delivery and value offerings so that we are in service of empowering every food moment into a moment of joy. We want to supply the technology that brings everything together: our consumers, our partners and of course, our own delivery network. We want to be part of every food moment, whether it is breakfast, lunch or dinner.

Just Eat Takeaway.com continues to run a single-brand identity in each country in which we operate, as we believe this is the most effective and efficient way to reach consumers. We combine central expertise with local execution and relevance.

In 2021, we successfully delivered a comprehensive review of Grubhub assets and rebranded them into our impactful Just Eat Takeaway.com orange world and brought them into the Just Eat Takeaway.com brand. In 2021 we built an aligned, differentiated brand positioning, tone of voice, brand visual identity guideline and distinctive assets for our brand which is now reflected in our marketing activity.

Connecting consumers to partners - technology is our power, food is our passion

At Just Eat Takeaway.com, we are focused on connecting as many consumers to as many partners as possible. Whilst our technology platform is the enabler, marketing is key for making these connections a reality. In 2021, we added more new consumers and our existing consumers placed more orders with us more frequently.

We continue to focus on our strategy of scalable marketing to drive growth and accelerate efficiencies. With the integration of the legacy Just Eat and legacy Takeaway.com organisations, we continued to strengthen our consumer-centric marketing organisation by hiring and retaining industry-leading talent, centralising our marketing operations and consolidating our agency partners. All of this enables us to build a solid foundation for ongoing future growth. Our marketing efforts in the US continue to be locally led.

The challenges that Covid-19 continues to impose on consumers’ and partners’ lives mean that we pivot and adapt to the continuous change in consumers’ genuine interest in food delivery.

Our marketing strategy continues to be built on the following pillars to offer our consumer the best and easiest way to find and order their food of choice.

Brand preference

Our marketing vision is to “be the brand people absolutely love” so we track consumer opinion continuously for every market in which we operate. Our key marketing metric, which is linked to long-term brand and commercial health, is top of mind awareness (TOMA).

In 2021 we remained the most preferred and loved food delivery brand with a market leading TOMA in most of our markets.

Ongoing and continued investment in the brand remained paramount in 2021. We continued to invest in creative, production and media as we delivered the UEFA Euro 2020™ campaign starring footballing heroes and legends: Eric Cantona, Virgil Van Dijk, Gigi Buffon, Fernando Torres and Lukas Podolski. This campaign saw the first activations of our UEFA partnerships. The UEFA Euro 2020™ campaign consistently drove visibility and supported TOMA across European markets during the summer months and especially amongst football supporting consumer cohorts, translating into additional media exposure at one of the most important food order moments just before or during a match. Additional activation drove strong consumer engagement with our first-ever global Order & Win campaign where consumers were able to win tickets for the UEFA Euro 2020™ and other prizes with their order, meal deals with key partners and product giveaways from Fast Moving Consumer Goods partners. This promotion excited many consumers to order with Just Eat Takeaway.com and engage in the promotion. This multi-channel campaign helped us achieve a leading share of voice in European markets which helped contribute towards driving significant order growth, increased TOMA and sustained positive consumer sentiment across the year.

Performance marketing, retention and order frequency

We saw a solid increase in Average Monthly Order Frequency and decreasing churn rates across markets in 2021, particularly in the first half of 2021. After the strict pandemic restrictions were lifted, our Average Monthly Order Frequency remained above pre-pandemic levels.

The acceleration of Average Monthly Order Frequency was most positive amongst our consumer base who were opted-in for marketing communications, driven by our retention marketing campaigns and loyalty programmes.

In 2021, we further centralised our retention marketing approach, by integrating teams and further consolidating our CRM stack across most markets. This helped us to drive scale and effectiveness globally. Furthermore, we launched an improved version of our global loyalty programme, which was expanded to two additional markets (Denmark and Switzerland) whilst also growing the adoption of our loyalty programme amongst our Active Consumers.

We experienced a different pattern of new consumer growth and in response, adjusted our investment strategy. We were successfully able to increase efficiencies while growing the business across all audiences with the help of a privacy-safe application of first party data in our campaigns. We executed our plan to in-house digital media buying delivering savings and an aligned strategic approach. Our increased focus on courier recruitment to support the growth of our employed Delivery model across markets meant that we delivered more than one million candidates.

Partner Marketing

Developing strong relationships with our partners and driving brand connection is imperative for our success, today and in the future. Therefore, Partner Marketing cultivates impactful ways to maximise results for partners and to drive visibility of their own brand. Empowering their growth is empowering our growth. We combat the challenges of the rapidly changing competitive landscape in which we operate, by adopting a partner-centric approach to our work and culture. By supporting partners with relevant and actionable insights and propelling brand awareness with innovative campaigns and promotional materials, we strive to develop an ecosystem in which all parties benefit.

We build impactful relationships with partners and promote their long-term success with the improvement of the end-to-end partner journey and expansion of partner benefits, such as advisory services, performance insights, and tools to maximise top-line growth, as well as various ways to drive significant financial savings. For example, our qualitative and increasingly sustainable range of merchandise and disposables offer distinct value, at highly competitive price points.

By continuously improving our end-to-end partner experience, we aim to build loyal partnerships. We achieve this by recognising and appreciating our partners at every stage of the restaurant life cycle. Programmes such as Local Heroes and the Best Restaurant Awards are testament to this. Each programme celebrates a significant collaboration between our partners and us, and has seen great success in engagement over the years.

In addition, the roll out of a new e-commerce platform enables partners to streamline their operation and to attain savings on their restaurant essentials. Strengthened by our data-driven performance reporting and insights tooling, we have built a strong foundation to deliver on our key objective to be the most loved and preferred partner.

Our Operations

Our operations teams in Customer Service and Delivery have the greatest passion to empower every food moment of our consumers, corporate customers as well as our partners.

Customer Service

The vast majority of orders placed through our platforms are prepared by our partners and arrive at consumers flawlessly. In a very small percentage of cases, there is a need for a consumer or a partner to reach out for help. In those cases, our Customer Services team helps out. The aim of the team is to resolve any issue that may arise to a consumer or a partner in a fast and hassle-free way.

How we deliver these solutions is changing fast; and we have a vision in which simple, high-volume queries are handled primarily through globally consistent digital self-serve tools with advisors on hand for the complex things that need the human touch. During 2021 we have progressed this vision in five key ways.

First, we have used our new global buying power to sign advantageous deals with key vendors across most of our markets. This provides unit cost benefits and improved consistency of execution We aim to further leverage this strength in 2022.

Second, we have significantly upgraded our senior management layer and aligned organisational designs across legacy Just Eat and Takeaway.com markets, to improve best-practice sharing and speed up delivery of initiatives.

Third, we have started to consolidate our model by insourcing customer services in legacy Just Eat markets, which have historically been provided by third party companies. We have leased new buildings in the United Kingdom, Italy, Spain, Ireland and Australia and employed around 1,200 new colleagues in 2021, with more expected to follow in 2022.

Fourth, we have been working closely with our Product & Technology teams to build more self-service and automation capabilities into our operations, improving the percentage of interactions that are resolved without human interaction significantly during the year, and in the United Kingdom in particular. Our aim is to deploy these and other tools into all other markets in 2022 until the majority of “simple” work can be resolved without an advisor, leaving our high-quality insourced teams to deal with the more complex or urgent matters.

Finally, we have been working on aligning the various processes and policies throughout Just Eat Takeaway.com. We now have a global blueprint and we expect to create a more consistent operating model across all markets next year, which aims to improve efficiency and speed of execution.

Delivery

We continue to improve logistical efficiency and expand our Delivery footprint to build an even broader restaurant and convenience food selection and accelerate order growth through positive network effects.

Delivery is key to our business

Our Delivery business fuels the positive impact of network effects of our marketplace and drives continued growth in Active Consumers, Orders and GTV. By providing delivery services to partners that do not have their own delivery capabilities or want to augment their delivery capabilities or range, Just Eat Takeaway.com increases the addressable population of partners. This also allows consumers to enjoy a broader selection of cuisines, including popular branded restaurants such as Burger King and KFC. These additions enhance the ability to acquire new consumers and encourage existing consumers to order more frequently.

Deploying the appropriate model

Our ability to choose between operating models across our markets allows us to select the optimal delivery model for each market, ensuring we adhere to local laws and provide the best logistical solution for the specific market’s requirements. These capabilities allowed us to quickly pivot in for example Italy, where local legislation required a shift to an employed model, which we were able to complete within months. This way, Just Eat Takeaway.com became the first delivery business to employ couriers in Italy providing them a fair wage and guaranteed basic rights such as medical checks, extensive training, parental leave, annual leave, as well as reimbursement for couriers using their own vehicles.

Our employed model, generally used in continental Europe, Israel, and partly in the UK, provides couriers with valuable benefits, such as training, holiday pay and sick leave. Equipped with branded merchandise, our couriers aid TOMA and help with new consumer acquisition.

Our independent contractor courier model is quickly scalable and provides couriers with flexibility on how and when they want to work. This model is currently operating in Australia, Canada, Ireland, New Zealand, Slovakia, United Kingdom, and the United States.

In addition to our proprietary delivery models, some markets also use third-party delivery providers, where couriers can be employed or independently contracted, adding scalability to our logistics footprint.

In Australia, we started a pilot in 2021 that allows independent contractors and employed couriers to operate on the same network. This gives couriers the best experience by being able to choose how they engage with our network; maintaining the flexibility of an independent contractor or the security of being an employee.

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We have grown into one of the world’s largest delivery networks

Our multi-model approach has enabled Just Eat Takeaway.com to further expand its delivery network, with strong growth in both order volume and footprint. In 2021, we delivered over 474 million orders, totaling €12.6 billion delivery GTV, which amounts to 69% delivery order growth year-on-year. We have achieved this by deploying over 500 thousand couriers in 23 countries.

The continued roll-out of our employed model in the United Kingdom has resulted in increased brand-awareness and supported our ability to add national chains to our platform, further accelerating order growth by broadening our restaurant selection.

We continue to improve our health and safety proposition

Just Eat Takeaway.com is committed to providing a safe environment for its employees, visitors and contractors. In 2021, we implemented a health & safety organisation that rolled-out a fire safety policy across our hubs in Europe. The instalment of state-of-the-art fire containment cabinets for battery storage, the availability of helmets and other personal protective equipment to all our employed couriers, an improved incident management programme and better-quality control of our vehicle-fleet are all examples of our commitment to safety.

Together with our actions on safety and the expansion of our delivery footprint, our focus has shifted to include the optimisation of our operational framework to support our path to profitability in Delivery. Leveraging technological strengths from different models, nurturing cities towards maturity in order density, and reducing waste in the delivery process of couriers and our partners will ensure Delivery will continue to add value as a pillar for Just Eat Takeaway.com in the future.

Convenience Groceries

We see a big opportunity in convenience grocery

We are well positioned to roll out our convenience grocery proposition due to our existing Delivery network. By leveraging this network, we can quickly scale convenience grocery operations and capitalise on the convenience opportunity quicker than new entrants without established networks. In 2021 we set up a dedicated team to acquire convenience grocery partners such as traditional grocers, convenience stores, bakeries and other specialists.

For Just Eat Takeaway.com it is important to help our partners in the right way and deploy the appropriate model for each market through owned fulfillment centres and partner models with last mile logistics. In 2021, we made good progress on the partner model, supporting 13,000 stores globally. We also launched several Skip Express Lane fulfilment centres in Canada and trialed a store in New York.

Our carbon footprint

We worked with our external specialist partner* to understand and calculate our full impact, using 2020 as our baseline year. Our direct emissions (GHG scopes 1 and 2, including Slovakia and the United States) were 3,718 and 2,197 tonnes of CO2e respectively, comprising emissions from our facilities and travel from our corporate car fleet. Our indirect emissions (GHG scope 3), comprising goods, business travel and delivery, were 366,232 tonnes of CO2e. Looking at all our emissions, including our supply chain**, our footprint was 372,147 tonnes of carbon equivalent***, comprising:

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Note:

^* External specialist 3Keel supported with the carbon footprint calculation
^** Scopes 1-3 as defined by the Greenhouse Gas Protocol

^*** It excludes emissions resulting from iFood

The vast majority of our footprint consists of emissions coming from our partner network and wider value chain – more than 10x our own emissions. That is 372,147 tonnes of carbon equivalent for Just Eat Takeaway.com’s emissions versus an estimated 3.8m tonnes for our wider marketplace.

Our target of Net Zero by 2030, set in October 2021, covers our scope 1 and 2 emissions which are the metrics we use to assess our climate-related risks and opportunities. Given the target has recently been set, we are unable to report progress made against this target in this report. We will continue to work on identifying opportunities to reduce our scope 3 emissions and how we could set a credible and achievable target. Our focus has been on addressing GHG emissions from our direct operations, because it is more complex setting a target for our wider value chain that depends on the activities of our partners and the environmental impact decisions that they take.

Seasonality

Orders are subject to seasonal fluctuations on a weekly, monthly and annual basis, with ordering activity typically greater in the first and fourth quarters of each financial year when consumers are more likely to order food for delivery because of unfavourable weather conditions and shorter daylight hours in the Northern hemisphere. Furthermore, Just Eat Takeaway.com believes that the Covid-19 pandemic had a more significant impact on consumer behaviour and ordering patterns than the impact of seasonality on its business in 2020 and 2021, as factors that impact seasonal increases in ordering, including less in-restaurant dining and less time spent outside the home, occurred at non-typical points throughout the periods.

Other factors which may impact ordinary activity in a given period include the number of weekends and holidays throughout the period as well as the schedule of major sporting and other cultural events, particularly should Just Eat Takeaway.com be a sponsor of such an event.

Intellectual Property

Just Eat Takeaway.com owns a comprehensive portfolio of trademarks and domain names to protect its brands and intellectual property through a combination of trademarks, trade dress, domain name registrations, copyrights, trade secrets and patents applications, in all markets in which it operates. As of 31 December 2021, Just Eat Takeaway.com had more than 360 trademarks registered worldwide, including JustEatTakeaway.com, Just-eat.co.uk for the United Kingdom, Thuisbezorgd.nl for the Netherlands, Lieferando.de for Germany and Austria, Grubhub and Seamless for the US, Food Tracker® (the IT system that allows partners to continuously update consumers on the status of their order in all stages (from the receipt and confirmation of an order, through the preparation of the meal, until the order’s transportation and delivery) and various trademarks related to “house” logos used by Just Eat Takeaway.com’s brands and businesses globally. Just Eat Takeaway.com may pursue additional trademark registrations in the future to the extent this is beneficial to its operations. Just Eat Takeaway.com employs third parties to manage its trademark portfolio. Furthermore, Just Eat Takeaway.com has obtained domain names specific to the various markets in which it operates, as the domain name serves as Just Eat Takeaway.com’s brand in that market. In addition to its most important domain names, Just Eat Takeaway.com owns domain names that can be employed for websites of participating partners and domain names containing specific word combinations relating to the ordering of food.

Just Eat Takeaway.com has also filed nine other trademark applications that are currently pending in the United States. Just Eat Takeaway.com may pursue additional trademark registrations to the extent management believes it will be beneficial and cost-effective. As of 31 January 2022, Just Eat Takeaway.com had 39 patents issued in the United States, two of which are scheduled to expire in 2022, one of which is scheduled to expire in 2029, one of which is scheduled to expire in 2030, five of which are scheduled to expire in 2032, eight of which are scheduled to expire in 2033, seven of which are scheduled to expire in 2034, four of which are scheduled to expire in 2035, two of which are scheduled to expire in 2036, four of which are scheduled to expire in 2037, four of which are scheduled to expire in 2038, and one of which is scheduled to expire in 2039 . Just Eat Takeaway.com also had 11 patent applications pending in the United States as of 31 December 2021, which seek to cover proprietary inventions relevant to Just Eat Takeaway.com 's products and services. Just Eat Takeaway.com may pursue additional patent protection to the extent management believes it will be beneficial and cost effective

Just Eat Takeaway.com enters into confidentiality agreements with its employees, consultants, contractors and business partners who are given access to confidential information. Further, employees and certain contractors who contribute to the development of material intellectual property on Just Eat Takeaway.com’s behalf are also subject to invention assignment and/or licence agreements, as appropriate. Just Eat Takeaway.com further controls the use of its proprietary technology and intellectual property by engaging trademark watch services, fraud watch services as well as through its general websites and product-specific terms of use and policies.

Just Eat Takeaway.com does not depend on any industrial, commercial or financial contracts (including contracts with customers or suppliers).

Market and Industry Information

References to market share and position are Just Eat Takeaway.com's estimates based on the latest available data from a number of internal and external sources. Sources used by Just Eat Takeaway.com include: data and web traffic monitoring (Google Trends from Google Inc and Total web and mobile visits from Similarweb), app download and use data (App Annie), credit card use data (Cardlytics) and email receipt analysis (Fox Intelligence), and inhabitant numbers (Michael Bauer Research GmbH). While we believe that the publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

Regulatory

Payment Services

All Online payments for food in Austria, Belgium, Germany, Poland, Portugal, Luxembourg and the Netherlands are facilitated by Takeaway.com Payments B.V., a Dutch incorporated 100% subsidiary of the Company. Takeaway.com Payments B.V. collects the full GTV with respect to all Orders paid for through Online Payments on behalf of partners (which are held in the name of a third-party fund foundation (Stichting Derdengelden Takeaway.com)) and, once a week, pays each partner the aggregate amounts of order revenue placed and paid for online minus the commission and refunds to consumers due to Just Eat Takeaway.com. The Online Payments process facilitated by Takeaway.com Payments B.V. allows consumers to choose from several payment methods when checking out their Order (such as payment by credit card or through Apple Pay or PayPal). Depending on the payment method selected, different parties will be involved in the processing of the payment. This activity qualifies in the Netherlands as the "execution of payment transactions," which is a payment service in accordance with Annex I of PSD II. Payment services are services that are regulated under PSD II, which has been implemented in the Netherlands in the FMSA. Consequently, Takeaway.com Payments B.V. has obtained a licence as a payment institution from the DNB, which licence it has passported to be able to offer payment services in the countries in which Takeaway.com Payments B.V. facilitates payments. Takeaway.com Payments B.V., as a licenced payment institution, is supervised by DNB and is required to comply with rules applicable to payment institutions. Pursuant to one of these rules, each person is required to obtain a declaration of no objection from DNB before it can hold, acquire or increase a qualifying holding in a payment institution, or exercise any voting power in connection with such holding. A direct or indirect participation in a payment institution is a qualifying holding when it represents 10% or more of the shares and/or voting rights in the payment institution. This means that acquiring a holding of 10% or more of the shares and/or voting rights in the Company requires a declaration of no objection from DNB. In addition, obtaining rights to appoint the majority of the managing board or other means of providing significant influence over the management of the payment institution also falls within the scope of a "qualifying holding." Changes to a qualifying holding that result in exceeding below-mentioned thresholds also require a declaration of no objection from DNB. In addition, Takeaway.com Payments B.V. must as soon as possible notify DNB if a shareholder's qualifying holding in Takeaway.com Payments B.V. exceeds 20%, 30% or 50%, or falls below 10%, 20%, 30% or 50%.

In all other EEA markets in which Just Eat Takeaway.com operates, other than France, Just Eat Takeaway.com relies on the commercial agent exemption under PSD II. In the UK, Just Eat Takeaway.com relies on the commercial agents exemption under the Payment Services Regulations 2017 (SI 2017/752), which is based on PSD II.

In France, Just Eat Takeaway.com relies on the limited network exemption under the PSD II, Eat On Line SAS, a French incorporated 100% subsidiary of the Company was granted a licence exemption from the French Prudential Supervision and Resolution Authority. To ensure Eat On Line SAS may keep relying on the licence exemption it needs to provide the French Prudential Supervision and Resolution Authority with an annual report evidencing it meets certain requirements related to security conditions for the means of payment and consumer protection arrangements.

Just Eat Takeaway.com is obliged to comply with the Payment Card Industry Data Security Standards as it has entered into contracts with credit card merchant acquirers. The Payment Card Industry Data Security Standards were created to help businesses process card payments securely and reduce card fraud through enforcing tight controls surrounding the storage, transmission and processing of cardholder data that businesses handle.

Privacy and Data Protection

Just Eat Takeaway.com processes personal data as part of its business. Consumers provide Just Eat Takeaway.com with personal information, such as their name, address, email address and telephone number, in order for their order to be processed. Because Just Eat Takeaway.com processes personal data of EU data subjects, Just Eat Takeaway.com is subject to the GDPR and is regulated by the Dutch Autoriteit Persoonsgegevens. The GDPR contains, among other things, high accountability standards for Just Eat Takeaway.com, strict requirements to provide information notices to individuals, data protection impact assessments when data processing is likely to result in a high risk to the rights and freedoms of natural persons, rules on international data transfers, outsourcing, and maintaining an internal register and mandatory notification of data security breaches. Just Eat Takeaway.com is also subject to any national laws implementing the GDPR and to any national data protection and privacy laws applicable in non-EU member states, such as the Australian Privacy Act 1988, New Zealand's Privacy Act 2020, Israelian’s Protection of Privacy Law, 5741-1981, and the Swiss Federal Data Protection Act 1992. In the UK specifically, the GDPR was onshored into UK law on 31 December 2020 by the EUWA, subject to certain changes to ensure that the onshored legislation operates effectively in the UK, including the changes made by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419), as amended (the "DP Brexit Regulations") (the "UK GDPR"). The DP Brexit Regulations also amended the Data Protection Act 2018, which deals with certain data processing issues not covered by the UK GDPR and seeks to ensure the alignment of the UK and EU data protection regimes post-Brexit. The European Commission has adopted two adequacy decisions for the UK, one under the GDPR (Commission Implementing Decision of 28 June 2021 pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council) and one under the Data Protection Directive with Respect to Law Enforcement (Directive (EU) 2016/680) (Commission Implementing Decision of 28 June 2021 pursuant to Directive (EU) 2016/680 of the European Parliament and of the Council on the Adequate Protection of Personal Data by the United Kingdom) The Information Commissioner's Office is the competent authority for enforcement of the Data Protection Act 2018 and the UK GDPR, among other regulations, in the UK. Canada provides federal and provincial privacy laws regarding privacy protection. Pursuant to Canadian federal law, the Canadian business is subject to the Personal Information Protection and Electronic Documents Act, regulated by the Privacy Commissioner of Canada. Provincial laws include the Personal Information Protection Act, regulated by the Privacy Commissioner of Alberta, the Act Respecting the Protection of Personal Information in the Private Sector and an Act to modernise legislative provisions as regards the protection of personal information 2021, regulated by Commission d'accès à l'information du Québec (Quebec) and the Personal Information Protection Act, regulated by the Information and Privacy Commissioner for British Columbia. In the United States the discussions for a federal privacy law are monitored as these conversations still have to result in a consolidated and comprehensive framework. However there are several federal regulations as well as US state specific laws which provide rules for the protection of privacy, such as the California Consumer Privacy Act (‘CCPA’), the California Privacy Rights Act of 2020 ('CPRA'), the Colorado Privacy Act (‘CPA’) and the Virginia Consumer Data Protection Act. Although CPRA and CDPA (CPA will take effect on 1 July 2023) will not become operative until 1 January 2023 we take the regulation into consideration and have started activities to timely integrate these new regulations into our privacy and data protection policies.

Just Eat Takeaway.com is also subject to Directive 2002/58/EC as amended by Directive 2009/136/EC (the "ePrivacy Directive") in the EU countries in which it operates, which has been implemented by national implementing laws by EU member states (and the UK, prior to Brexit). The ePrivacy Directive regulates online targeting of consumers, processing of traffic and location data, and unsolicited commercial communications. Just Eat Takeaway.com aims for a uniform approach with regard to privacy and data protection across all European markets with room for exceptions if local laws require so and to the extent allowed for by the EU GDPR. Just Eat Takeaway.com has written internal data protection policies, to organise its privacy and data protection compliance. For its activities, Just Eat Takeaway.com processes personal data, for which it must observe the applicable data protection and privacy laws, including, if applicable, the rules of the GDPR. Also, with regard to marketing, Just Eat Takeaway.com aims for a harmonised approach. Just Eat Takeaway.com sends out digital newsletters based on postal code to consumers who have opted in for this service. To the extent permissible, Just Eat Takeaway.com retargets consumers after visiting its platform, and tracks consumers cross-platform based on, for example, email addresses. Just Eat Takeaway.com makes use of display advertising by targeting potential consumers in certain categories. Just Eat Takeaway.com makes use of the data of third party platforms (such as Google or Facebook) and uses its own data for such targeting. Just Eat Takeaway.com believes that such retargeting, tracking and display advertising is in compliance with the applicable data protection and privacy laws and the ePrivacy Directive. Just Eat Takeaway.com does not purchase data from third parties, nor does it sell or plan to sell data to third parties. Pursuant to the applicable data protection and privacy law, Just Eat Takeaway.com ensures that consumers and any other natural persons whose rights are governed by the applicable data protection and privacy law can exercise their right of access, right to object and right to rectify any inaccuracies in their personal data, as well as the right to data portability, the right to restrict processing (as long as these are possible due to legal obligations), the right to file a complaint with the competent data protection authority and the right to be forgotten.

Cyber Security

On 17 October 2018, the Dutch Parliament adopted the Security of Network and Information Systems Act (Wet beveiliging netwerk- en informatiesystemen, the "Wbni"). The Wbni implements Directive (EU) 2016/1148 (the EU Network and Information Security Directive). The Wbni requires the mandatory notification of serious security breaches in the key information communication and technology systems, provides rules on processing of personal data related to cyber security incidents and contains cyber security compliance requirements, such as baseline security requirements. The Wbni entered into force as of 9 November 2018 and applies to Just Eat Takeaway.com in its capacity as an online marketplace operating in the Netherlands. The Radiocommunications Agency Netherlands (Agentschap Telecom) is responsible for enforcing the Wbni in the Netherlands in respect of digital infrastructure.

It follows from the FMSA that Takeaway.com Payments B.V. as a payment institution supervised by DNB must have adequate procedures and measures in place to manage IT and security risks. On 29 November 2019, EBA published the EBA Guidelines on ICT and security risk management (EBA/GL/2019/04). DNB and Takeaway.com Payments B.V. must make every effort to comply with these EBA Guidelines as of 20 June 2020. The EBA Guidelines on ICT and security risk management specify the risk management measures that payment institutions must take to manage the operational and security risks relating to the payment services they provide. The guidelines include requirements for information security, including cybersecurity, to the extent that the information is held on ICT systems. Because Takeaway.com Payments B.V has internally outsourced all its IT operations activities to entities within Just Eat Takeaway.com, these entities are contractually obliged to comply with the EBA Guidelines on ICT and security risk management.

It follows from the FMSA that Takeaway.com Payments B.V. must notify DNB in case of an (major) incident. On 10 June 2021 EBA published the Revised Guidelines on major incident reporting under PSD II. DNB and Takeaway.com Payments B.V. must make every effort to comply with these EBA Guidelines as of 1 January 2022. The Revised Guidelines on major incident reporting under PSD II define a major operational or security incident as a singular event or a series of linked events unplanned by the payment service provider which has or will likely have an adverse impact on the integrity, availability, confidentiality and/or authenticity of payment-related services. Because Takeaway.com Payments B.V. has internally outsourced all its IT operations activities, there is a process in place that ensures that Just Eat Takeaway.com is able to notify DNB in case of a major incident on behalf of Takeaway.com Payments B.V.

Food Information Regulation

Regulation (EU) 1169/2011 on the provision of food information to consumers (the "EU Food Information Regulation") and the EU Food Information Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK Food Information Regulation") contain general principles, requirements and responsibilities in respect of the provision of food information to consumers. Pursuant to the EU Food Information Regulation and the UK Food Information Regulation, a "food business operator" – under whose name or business name food is marketed – is responsible for the food information associated with it. A "food business operator" is the natural or legal person responsible for ensuring that the requirements of food law are met within the food business under their control. It is currently unclear under the EU Food Information Regulation and/or the UK Food Information Regulation how many entities within Just Eat Takeaway.com are or will be required to register as a food business operator responsible for food information. It is also unclear, if any entity in Just Eat Takeaway.com were to be required to register as a food business operator, what specific obligations would apply to it as it would not be involved in the manufacture or packaging of food. It is possible that responsibility for providing correct food information lies exclusively with the partners that source the food. In any event, Just Eat Takeaway.com has to rely on the partner to provide correct and up-to-date food information. Even if Just Eat Takeaway.com is not responsible for food information under the EU Food Information Regulation or the UK Food Information Regulation, it may still be subject to an obligation to refrain from supplying food in cases where it is, or should be, aware of non-compliance with the applicable food information law and requirements of relevant national provisions. Finally, providing incorrect food information may, depending on the circumstances, qualify as an unfair commercial practice. The competent authority for enforcement of the EU Food Information Regulation in the Netherlands is the Netherlands Food and Consumer Product Authority (Nederlandse Voedsel- en Warenautoriteit). In Germany, some case law indicates that an online food delivery platform, such as Just Eat Takeaway.com's, qualifies as a food business operator for the purpose of the EU Food Information Regulation. Just Eat Takeaway.com has therefore been establishing a system that automatically identifies and presents to consumers in Germany the ingredients of the meals offered on its platform, as required by the EU Food Information Regulation. When food information is supplied by platform partners, the automatically generated information is superseded by the information provided by such partner. While Just Eat Takeaway.com believes that the results of the system are satisfactory, the system is not flawless, and there remains a chance that incorrect food information may be published. Just Eat Takeaway.com is therefore regularly contacting all German partners for the latest food information and manually correcting ingredients. In Germany and all other countries in which food information is automatically generated Just Eat Takeaway.com has implemented a sign-off functionality for partners to allow them to validate the generated information.

In the US, Just Eat Takeaway.com is not subject to FDA Food Facility Registration, as Grubhub does not manufacture, process, pack or hold food. There are no local requirements imposed by FDA District Offices or state regulatory agencies that restrict or regulate the operation of Grubhub in the US. Our US business does not manufacture or label any foods and so is not subject to control under either the Federal Food, Drug, and Cosmetic Act or the Fair Packaging and Labeling Act. Just Eat Takeaway.com is aware of the FDA’s New Era of Smarter Food Safety Blueprint and how it applies to e-commerce in the US. Just Eat Takeaway.com’s US business has engaged with the regulator to ensure that compliance is centered around the four core elements, (1) Tech-enabled Traceability; (2) Smarter Tools and Approaches for Prevention and Outbreak Response; (3) New Business Models; (4) Retail Modernization Food Safety Culture.

"Gig Economy" Regulation

Government regulation of the "gig economy" (a labour market characterised by the prevalence of short-term missions or freelance work as opposed to permanent jobs), which may be applicable to Just Eat Takeaway.com in certain markets, has evolved considerably over the past few years and continues to do so. Just Eat Takeaway.com, in certain of its markets (the UK, the United States, Canada, Ireland, New Zealand, Slovakia and Australia), has adopted an independent contractor model where it engages independent contractors directly as delivery couriers. Due to uncertainties in the interpretation of regulation in this area, as well as constant legislative evolution, including on a European Union level, the online food delivery industry has been subject to scrutiny over the classification of couriers.

Fee caps

In both the US and Canada, various states, provinces and local governments imposed mandatory fee caps on online food delivery marketplaces that have, and could continue to, negatively impact on Just Eat Takaway.com's financial results.

C. ORGANISATIONAL STRUCTURE

In 2021, the Company was the ultimate parent company of Just Eat Takeaway.com. A list of subsidiaries, associates, joint ventures and business units is included in Note 31 ("List of subsidiaries, joint ventures and associates") of the financial statements, which form part of this annual report.

D. PROPERTY, PLANTS AND EQUIPMENT

The following table provides an overview of Just Eat Takeaway.com’s material leased office spaces as of 31 December 2021. Just Eat Takeaway.com Group does not own material properties.

Location	Size	Owned / leased
Amsterdam, the Netherlands	18,416m2	Leased
Enschede, the Netherlands	7,614m2	Leased
Berlin, Germany	18,445m2	Leased
Berlin, Germany	3,302m2	Leased and subleased
Tel Aviv Midtown, Israel	2,055m2	Leased
Tel Aviv Azrieli Town, Israel	4,390m2	Leased
Wroclaw, Poland	3,176m2	Leased
Brussels, Belgium	6,848m2	Leased
Sofia, Bulgaria	1,332m2	Leased
Varna, Bulgaria	120m2	Leased
Bucharest, Romania	1,578m2	Leased
London, UK	5,155m2	Leased
Borehamwood, UK	2,092m2	Leased
Bristol, UK	1,672m2	Leased
Sunderland, UK	21,000m2	Leased
Tel Aviv, Israel Practi	554m2	Leased
Dublin, Ireland	2,750m2	Leased
Zurich, Switzerland	1,200m2	Leased
Paris, France	2,641m2	Leased
Milan, Italy	7,188m2	Leased
Madrid, Spain	9,332m2	Leased
Calgary, Canada	587m2	Leased
London, Canada	302m2	Leased
Toronto, Canada	947m2	Leased
Winnipeg, Canada	9,179m2	Leased
Saskatoon, Canada	545m2	Leased
Sydney, Australia	5,074m2	Leased
Macquarie Park, Australia	5,491m2	Leased
Melbourne, Australia	56m2	Leased
Auckland, New Zealand	177m2	Leased
Copenhagen, Denmark	1,225m2	Leased
Aarhus, Denmark	190m2	Leased
Oslo, Norway	181m2	Leased
Bratislava, Slovakia	60m2	Leased
Zilina, Slovakia	643m2	Leased
Tel Aviv, Israel	1,155m2	Leased
Irving, CA, USA	307m2	Leased
Brooklyn, NY, USA	279m2	Leased
Laguna Hills, CA, USA	591m2	Leased - Subleased
Boston, MA, USA	2,569m2	Leased
San Diego, CA, USA	301m2	Leased - Subleased
Denver, CO, USA	1,009m2	Leased
Austin, TX, USA	1,713m2	Leased
Chicago, IL, USA	1,5243m2	Leased
Philadelphia, PA, USA	1,228m2	Leased
New York, NY, USA	7,545m2	Leased
Boston, MA, USA	6,957m2	Leased

Properties that are 'leased and subleased' are leased by Just Eat Takeaway.com and subleased by Just Eat Takeaway.com to third parties.

Just Eat Takeaway.com relies on several commercial devices to connect partners to its platforms. These devices provide the interface for partners to receive, fulfil or reject orders. For more information on these devices refer to Note 14 "Property and Equipment" of the financial statements, which form part of this annual report.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The discussion in this section contains forward-looking statements that reflect Just Eat Takeaway.com’s plans, estimates and beliefs and involve risks and uncertainties. Just Eat Takeaway.com’s actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in the annual report on Form 20-F, particularly in “Risk Factors” and “Cautionary Information Regarding Forward-Looking Statements”.

Overview

Just Eat Takeaway.com generates revenue primarily through the orders placed on its platforms. This revenue is derived principally from commissions charged to partners based on a percentage of the food value of a particular order. It also comes, to a lesser extent, from consumer delivery fees charged for delivery services provided by Just Eat Takeaway.com to partners that do not deliver themselves (“Delivery”), payment service fees charged for processing online payments and other revenue streams such as partner promoted placement, subscription, and merchandise revenue.

Just Eat Takeaway.com believes that Just Eat Takeaway.com benefits from powerful network effects, which enhances the value of its platforms for both consumers and partners, and as such, positively impacts its performance. An increase in the number of Active Consumers on the platform drives the number of Orders, as (i) new consumers bring new Orders to the platform and (ii) Just Eat Takeaway.com’s experience suggests that the Average Monthly Order Frequency generally increases over time. More Orders result in more Gross Transaction Value being generated over Just Eat Takeaway.com’s platforms, which in turn attracts more partners seeking to benefit from the enhanced business opportunity. Partners supply growth is also a function of Just Eat Takeaway.com’s investment in its sales teams, which improves Just Eat Takeaway.com’s capacity to acquire new partners, and ability to offer Delivery to those partners that do not deliver themselves. The growing number of partners on its platforms enhances and diversifies the offering, in turn attracting more consumers. The data gathered from Orders placed on the platform further enable Just Eat Takeaway.com to enhance its offering to partners and consumers. The data also enable greater personalisation and targeted consumer relation management to consumers to optimise Average Monthly Order Frequency, and opportunities for partners to acquire Orders, for example through targeted promotion to Just Eat Takeaway.com’s consumers.

The self-reinforcing nature of these network effects not only helps Just Eat Takeaway.com to grow its GTV but also to sustain its position and to improve its ability to produce positive Adjusted EBITDA within segments where it is able to attain clear leadership based. As an increasing number of Orders are generated by a predictable base of existing consumers and considering relatively stable platform costs, a clear leader can achieve operational leverage, typically including lower marketing costs per Order (calculated as marketing expenditures divided by number of Orders), and therefore higher operating margins than competitors with lower GTV.

Just Eat Takeaway.com has invested in establishing and expanding its delivery services, enhancing the network effects through combining its marketplace with a targeted roll-out of Delivery to create hybrid marketplaces. This strategy recognises Just Eat Takeaway.com’s belief that the sustainable model in online food delivery will be the one which gives consumers the broadest choice and the best experience. Having established market-leading positions in terms of GTV in its largest markets, Just Eat Takeaway.com is successfully building a meaningful and highly complementary Delivery offering for those partners – including global branded chains – that do not have their own delivery capability. This has driven the creation of a hybrid marketplace model that Just Eat Takeaway.com believes is well placed to retain, enhance, or gain leading positions.

While initiatives such as investing in marketing and expanding the delivery offering, depending on their nature and timing, impact Just Eat Takeaway.com’s costs and financial results, Just Eat Takeaway.com considers it important to continue to invest to drive the significant long-term value creation opportunity and believes that these strategic initiatives will capitalise on the strengths of its hybrid marketplace and will serve to: (a) further develop or grow its market positions; (b) offer consumers the broadest choice across meal occasions thereby enhancing Just Eat Takeaway.com’s consumer growth and retention, Average Monthly Order Frequency and delivery economics at scale; and (c) drive long-term revenue growth and profit.

During 2021, we built on the strong momentum generated in 2020, maintaining strong organic order growth and completing the combination with Grubhub. We observed strong consumer acquisition trends and online share gains from our investments in marketing and our Delivery offering (partner selection and providing competitive value proposition to our consumers).

On a combined basis, we processed 1.1 billion Orders in 2021, an increase of 270 million compared with 2020. In 2021, we generated €28.2 billion in GTV, which is 31% higher compared with 2020 on a combined basis. Our revenue increased to €5.3 billion in 2021, representing a growth rate of 33% compared to 2020, thereby in line with Order growth and slightly above GTV growth. This higher growth rate was primarily driven by an increase in Delivery share. Delivery orders have higher commission rates and may also include a consumer delivery fee.

There are three broad areas on which we have focused our investments to strengthen our network effects (i) expanding our partner supply, (ii) investing in our brand, and (iii) investing in our consumer experience and value proposition.

As a result of business acceleration and investments in our long-term growth strategy, we delivered Adjusted EBITDA of minus €331 million in 2021 compared to €198 million in 2020.

Below we explain how the developments in our key performance indicators contributed to our results in 2021.

Key Performance Indicators

Our KPIs, which are used to analyse Just Eat Takeaway.com’s business and financial performance and help develop long-term strategic plans, all indicated strong performance during 2021. Our core operational KPIs being Partners, Active Consumers, Returning Active Consumers as % of Active Consumers, Average Monthly Orders Frequency, Orders, Gross Transaction Value and Average Transaction Value are summarised below.

Partners

Partners are the total number of restaurants, grocery stores and other offerings listed on the Just Eat Takeaway.com platforms as at a particular date. This year we have renamed this KPI from ‘restaurants’ to ‘partners’ to reflect the increased diversity of the food businesses listed on our platforms. We believe the total number of partners is a useful measure for our stakeholders because growth in the number of partners enhances and diversifies the offering to consumers, in turn attracting more consumers, promoting network effects and positively impacting performance. Our management uses the total number of partners listed on Just Eat Takeaway.com’s platforms to evaluate market position and penetration, and to assess the value proposition to consumers. For that reason, we continuously invest in the acquisition of new partners in all our markets. In order to expand the addressable offering, we provide delivery services to partners that do not have their own delivery service, thereby further increasing the offering and cuisine diversity to our consumers. We aim to distinguish ourselves by having the largest possible partner offering in each of our markets.

	As at 31 December
	On a Combined basis
Partners (in thousands)	2021	2020	2019	2021 to 2020	2020 to 2019
				(% change)	(% change)
North America	371	299	176	24%	69%
Northern Europe	77	65	49	20%	32%
UK & Ireland	64	53	39	21%	37%
Southern Europe & ANZ	121	89	62	36%	43%
Total Partners	634	506	327	25%	55%

In 2021, we continued to build on the strong growth of 2020, adding an additional 129 thousand partners. Additional investments in the sales department over the last two years have been a large contributing factor to this growth. Many partners also self-register, due to our strong brand presence.

Active Consumers

Active Consumers are unique consumer accounts (identified by a unique email address) from which at least one order has been placed on Just Eat Takeaway.com’s platforms in the last 12 months. We believe the Active Consumers metric is a useful measure for our stakeholders because it indicates Just Eat Takeaway.com’s market position and level of penetration in a particular market and allows an assessment of the level of engagement with Just Eat Takeaway.com’s platforms. Just Eat Takeaway.com’s management uses Active Consumers, as a key revenue driver, to evaluate operating performance and as a valuable measure of the size of its engaged base of consumers.

In 2021, we continued to grow our base of Active Consumers through new consumer acquisition. The growth reflected the strength of our local brands in our markets, which is driven by our strong value proposition to consumers, our product, as well as our marketing efforts. Despite the significant growth in our Active Consumer base, our penetration remains low, demonstrating significant market headroom and a great deal of growth potential.

Active Consumer growth has increased in all segments except for North America. In 2020, due to the Covid-19 pandemic, the Active Consumer growth in North America was the largest within Just Eat Takeaway.com at 35% which creates a tailwind with 2021 year over year growth.

	As at 31 December
	On a Combined basis
Active Consumers (in millions)	2021	2020	2019	2021 to 2020	2020 to 2019
				(% change)	(% change)
North America	37	37	27	-1%	35%
Northern Europe	31	26	20	20%	25%
UK & Ireland	19	17	14	16%	20%
Southern Europe & ANZ	13	12	9	8%	26%
Total Active Consumers	99	91	71	9%	28%

Returning Active Consumers as % of Active Consumers

Returning Active Consumers are consumers who order more than once in a twelve-month period. In 2021 we added over 7 million Returning Active Consumers across our markets, from 60 million in 2020 to 67 million in 2021. We believe the Returning Active Consumers as % of Active Consumers metric is a useful measure for our stakeholders and management because it indicates Just Eat Takeaway.com’s customer retention and assessment of the level of re-engagement with Just Eat Takeaway.com’s platforms. Just Eat Takeaway.com’s management uses Returning Active Consumers as % of Active Consumers, as a key consumer measure, to evaluate operating performance and as a valuable measure of the size of its returning base of consumers.

The Returning Active Consumers as a percentage of Active Consumers improved across all segments on year over year bases and for total Just Eat Takeaway.com increased by two percentage points to 67.4% in 2021 from 65.5% in 2020, reflecting improved loyalty in our consumer base. This increasing trend shows our investments are leading to sustainable growth.

	As at 31 December
	On a Combined basis
Returning Active Consumers as % of Active Consumers (%)	2021	2020	2019	2021 to 2020	2020 to 2019
				(% change)	(% change)
Total Returning Active Consumers as % of Active Consumers	67.4%	65.5%	63.3%	1.9p.p	2.2p.p

Average Monthly Order Frequency

Average Monthly Order Frequency is calculated as monthly orders divided by the number of consumers who have placed at least one order in that month, based on a twelve-month average for the respective period. We believe that this metric increases comparability with industry peers and is a useful measure for our stakeholders because growth of such orders reflects continued user activation and engagement. Using this metric, Just Eat Takeaway.com’s management can assess consumer retention, engagement and implement supply- or demand-based initiatives in response.

The Average Monthly Order Frequency increased by 0.3 to 2.9 times in 2021 from 2.6 times in 2020, which created a multiplier effect on our order figures. This growth in Average Monthly Order Frequency compared with the already high levels in 2020 shows the continued trend of consumers ordering a greater number of their meals online.

	As at 31 December
	On a Combined basis
Average Monthly Order Frequency	2021	2020	2019	2021 to 2020	2020 to 2019
				(% change)	(% change)
Total Average Monthly Order Frequency	2.9	2.6	2.4	11%	6%

Orders

This is the number of Orders by consumers that were processed through Just Eat Takeaway.com’s mobile applications and websites. We believe the number of Orders is a useful measure for our stakeholders because revenue from commissions, the primary source of revenue for Just Eat Takeaway.com, is generated from Orders. Management uses Orders to assess performance across all segments and periods.

Just Eat Takeaway.com processed 1.1 billion Orders in 2021, representing a 33% increase compared with 2020, driven by the increase in our Active Consumer base, the improved percentage of Returning Active Consumers, and the growing Average Monthly Order Frequency. All this was because of our investment in our partner estate, brand recognition, product development and expansion of our logistical network.

	Year ended 31 December
	On a Combined basis
Orders (in millions)	2021	2020	2019	2021 to 2020	2020 to 2019
				(% change)	(% change)
North America	374	314	228	19%	38%
Northern Europe	296	219	149	35%	47%
UK & Ireland	289	190	142	52%	34%
Southern Europe & ANZ	128	93	74	38%	25%
Total Orders	1,086	816	593	33%	38%

The number of Orders placed and processed through Just Eat Takeaway.com’s platforms has a direct impact on our financial performance. Management believes that the number of Orders which are placed and processed in a particular market is largely driven by network effects and brand awareness and preference among consumers in its markets, as well as a secular trend of food ordering shifting from offline channels to online channels, which is a common feature across all markets. Just Eat Takeaway.com has continued to invest significantly in marketing in the period, which has been designed to enhance brand awareness and preference, to establish and maintain its market-leading positions in its largest markets and thereby enhance network effects.

Gross Transaction Value (GTV)

Gross Transaction Value consists of the value that the consumers have paid on all orders. In 2021 Just Eat Takeaway.com replaced its measure of Gross Merchandise Value (GMV) with GTV. GTV’s largest components are food value, delivery fees and tips, as opposed to GMV which did not include tips and a portion of delivery fees. We believe GTV is a useful measure for stakeholders and management because it represents a transparent and comparable indication of our share of the food delivery industry and increases comparability with industry peers.

Total GTV increased by 31% to €28.2 billion in 2021 from €21.4 billion in 2020. The relative growth of our GTV was lower than our order growth rate because of a growing share of Orders from branded chains as well as a slight reduction in the number of items in each basket, driven by changes in consumer behaviour due to relaxation of Covid-19 restrictions as compared to 2020.

	Year ended 31 December
	On a Combined basis
Gross Transaction Value (€ billions)	2021	2020	2019	2021 to 2020	2020 to 2019
				(% change)	(% change)
North America	11.5	9.8	6.5	17%	51%
Northern Europe	7.2	5.0	3.1	42%	61%
UK & Ireland	6.6	4.5	3.2	47%	42%
Southern Europe & ANZ	2.8	2.1	1.5	38%	40%
Total GTV	28.2	21.4	14.3	31%	50%

Average Transaction Value (ATV)

Average Transaction Value represents GTV divided by the number of Orders in a particular period. In 2021 Just Eat Takeaway.com replaced its measure of Average Order Value (“AOV”) with ATV, as this was considered to increase comparability with industry peers. ATV's largest components are food value, delivery fees and tips, as opposed to AOV which did not include tips and a portion of delivery fees. We believe Average Transaction Value is a useful measure for our stakeholders and management because it gives insight into structural differences in the value paid by consumers across different segments, which impacts revenue from commissions, the primary source of revenue for Just Eat Takeaway.com.

There are significant variations in the Average Transaction Value across our segments, which is largely a function of country-specific factors. For example, North America’s ATV is 38% higher than that of Southern Europe & ANZ. This is driven by the high level of tips in North America, which is much less significant in Southern Europe & ANZ. Other factors contributing to variations between segments are differences in cost of food, share of branded chains in the order mix and translational foreign exchange differences where the local currency is not Euro.

	Year ended 31 December
	On a Combined basis
Average Transaction Value (in €)	2021	2020	2019	2021 % change	2020 % change
North America	30.76	31.29	28.62	-2%	9%
Northern Europe	24.30	23.03	21.02	5%	10%
UK & Ireland	23.01	23.75	22.43	-3%	6%
Southern Europe & ANZ	22.24	22.20	19.85	0%	12%
Total ATV	25.94	26.28	24.13	-1%	9%

Key Factors Affecting Results of Operations

Growth in Number of Orders and Delivery Share

The number of Orders placed and processed through Just Eat Takeaway.com’s platforms have a direct impact on its financial performance. Just Eat Takeaway.com believes that the number of Orders, which are placed and processed in a particular market, is largely driven by network effects and brand awareness and preference among consumers in its markets, as well as a secular trend of food ordering gradually shifting from offline channels to online channels, which is a common feature across all markets. Just Eat Takeaway.com has continued to invest significantly in marketing in the periods under review, which has been designed to enhance brand awareness and preference, so as to establish and maintain its market-leading positions based on Gross Transaction Value in its largest markets and thereby enhance network effects. Orders are also driven by partners supply, which includes the growth in partners supply from offering delivery services for partners that do not deliver themselves.

Network effects have led to, and have been enhanced by, increases in the numbers of partners and Active Consumers in the periods under review. Just Eat Takeaway.com had approximately 634,000 partners and 99 million Active Consumers as at 31 December 2021 on a combined basis, as compared with approximately 506,000 partners and 90 million Active Consumers as at 31 December 2020. The partner estate increased due to the network effects mentioned above and the investments in sales staff as well as the Delivery option, thereby creating a larger and wider offering for the consumer. Although the growth rate of new consumers naturally varies to some extent, Just Eat Takeaway.com has consistently increased the number of Active Consumers. These comprise consumers who were already ordering from earlier cohorts as well as new consumers, which was strengthened by the increase in Returning Active Consumers in recent years.

In addition, the impact of the number of Orders on the financial performance of Just Eat Takeaway.com is further affected by Delivery Share as Delivery Orders carry a higher commission rate than those delivered by the partners and/or include consumer delivery charges.

The following tables present the number of Orders and Delivery Share for the periods indicated:

	Year ended 31 December
	On a Combined basis
Orders (in millions)	2021	2020	2019

North America	374	314	228
Northern Europe	296	219	149
UK & Ireland	289	190	142
Southern Europe & ANZ	128	93	74
Total Orders	1,086	816	593

	Year ended 31 December
	On a Combined basis
Delivery share (in %)	2021	2020	2019

North America	75%	67%	49%
Northern Europe	10%	8%	5%
UK & Ireland	39%	15%	7%
Southern Europe & ANZ	40%	28%	12%
Total Delivery share	44%	34%	24%

Just Eat Takeaway.com has experienced significant and sustained growth in the number of Orders in each of its largest markets. This reflects significant organic growth in the number of Orders in the periods under review, which Just Eat Takeaway.com attributes largely to Just Eat Takeaway.com’s consumer proposition. To track the growth and stability of its consumer base, Just Eat Takeaway.com monitors the number of Orders generated by consumer cohorts (consumers grouped by the calendar period in which they each first placed an Order with Just Eat Takeaway.com) over time. The increase in the number of Orders in existing markets reflects Just Eat Takeaway.com’s success in adding Orders from new consumers to Orders from existing consumers that have exhibited predictability in terms of Average Monthly Order Frequency.

Development of logistical food delivery services

In recent years, Just Eat Takeaway.com has made substantial investments to its own delivery services and further grown through the Grubhub Acquisition and Just Eat Acquisition generally and in North America in particular, where almost all Orders are Delivery Orders. Just Eat Takeaway.com believes that investing in a hybrid business model, through which it offers its own food delivery services in select cities in tandem with its marketplace model, is the most attractive strategy to continue to grow Just Eat Takeaway.com's business while remaining focused on achieving overall profitability.

On a combined basis Orders where Just Eat Takeaway.com provided Delivery represented 44% and 34% of Just Eat Takeaway.com’s total Orders in the years ended 31 December 2021 and 2020, respectively. The increase in the percentage representing Delivery Orders of Just Eat Takeaway.com’s total Orders is due primarily to growth in the UK, the US, Canada and Australia (which account for 90% of Delivery order growth for Just Eat Takeaway.com) and the continued expansion of Delivery across various markets, including the introduction of our employed courier model in the legacy Just Eat markets. On a combined basis reflecting results as if the Grubhub and Just Eat Acquisition had been completed on 1 January 2019, Just Eat Takeaway.com also experienced an increase in Delivery Orders as a percentage of total Orders in each of segments in the year ended 31 December 2020 as compared to the year ended 31 December 2019. The development of Delivery has helped to broaden Just Eat Takeaway.com’s partners offering in the cities in which it has been established, allowing consumers a greater selection of cuisines from which to choose. Just Eat Takeaway.com also believes that the development of Just Eat Takeaway.com’s Delivery networks has also increased its visibility in larger cities, which contributes to increased brand awareness. In certain continental European markets, Just Eat Takeaway.com considers that the way in which it employs its couriers (all couriers directly employed by Just Eat Takeaway.com are fully insured by it) has helped to establish Just Eat Takeaway.com as a positive example of a marketplace company and has positively impacted brand awareness and preference in such markets.

The development of Delivery in the periods under review has impacted Just Eat Takeaway.com’s order fulfilment costs, which consist of courier costs and order processing costs, between periods, as the Delivery business model structurally results in higher total order fulfilment cost levels, due primarily to the cost of couriers, compared with a marketplace business model. In addition to increasing order fulfilment costs, Just Eat Takeaway.com has added support and management staff, largely to support the growth of Delivery.

Delivery Share (In %)
Delivery share is the % of total orders that Just Eat Takeaway.com provided Delivery for. We believe Delivery Share is a useful measure for stakeholders and management because it represents the broadening of Just Eat Takeaway,com's partner offering in the cities in which it has been established, allowing consumers a greater selection of cuisines from which to choose. Just Eat Takeaway.com also believes that the development of Just Eat Takeaway.com’s Delivery network has increased its visibility in larger cities, which contributes to increased brand awareness.

Delivery share increased to 44% in 2021 from 34% in 2020. The growth of our Delivery Share was a result of investments in our partner offering to consumers, as well as the expansion of our logistical network.

Marketing Expenditure

Marketing expenditure can primarily be distinguished as relating to (i) performance marketing (or pay-per-click/pay-per-Order) which directly generates traffic and Orders, such as search engine marketing, search engine optimisation and affiliate marketing (rewarding third parties for referrals to Just Eat Takeaway.com’s platform) and (ii) brand marketing, such as television and radio campaigns, and outdoor advertising (billboards).

Performance marketing spend generates costs for every Order generated. However, as brand awareness and preference increase as a result of such marketing investments, and particularly when clear leadership has been attained, Just Eat Takeaway.com is able to generate a greater proportion of Orders from existing consumers, with respect to whom performance marketing costs are limited, which may lead to lower costs per Order. Just Eat Takeaway.com typically sees a correlation between the cost of performance marketing (pay-per-click/pay-per-Order) per Order and its position relative to competitors in a market, with greater costs incurred per Order in those markets in which the competitive landscape is more fragmented and where Just Eat Takeaway.com has not yet emerged as the clear leader.

Just Eat Takeaway.com believes that brand awareness and preference are important drivers of performance in terms of overall consumer interaction, Orders, GTV and the number of partners that participate on Just Eat Takeaway.com’s platform. Brand awareness encourages new consumers to use the platform and brand preference drives existing consumers to increase the Average Monthly Order Frequency, which together generate higher GTV and, in turn, attracts new partners to the platform. Importantly, Just Eat Takeaway.com’s experience suggests that higher brand awareness and preference results, over time, in an increasing amount of direct traffic (that is, traffic without the assistance of search engine marketing, search engine optimisation or affiliate marketing) to its platform, resulting in Orders. As direct traffic does not incur performance marketing expenses, a higher proportion of direct traffic to Just Eat Takeaway.com’s platforms leads to lower marketing spend on a per order basis. Importantly, this trend is positively impacted by the increasing adoption and use of mobile applications. The level of brand marketing that Just Eat Takeaway.com engages in is determined based on strategic goals with respect to presence and visibility in a particular market and global brand awareness and preference.

Just Eat Takeaway.com has continued to invest significantly in marketing initiatives during the periods under review in order to enhance its brand awareness and preference and optimise its performance marketing. The intent of these initiatives is to establish and maintain its leading positions and thereby enhance network effects and maintain consumer growth. Just Eat Takeaway.com’s strategy is to continue to invest in brand marketing, to the extent feasible, in order to drive orders and drive down marketing costs per order in the long-term.

Foreign Currency

During the periods under review, Just Eat Takeaway.com earned its revenue in multiple currencies with foreign currency earnings (non-euro denominated currencies) including but not limited to: the Swiss Franc, the Polish Zloty, the Israeli Shekel, the Australian dollar (as from April 2020), the Danish Krone (as from April 2020), the Canadian dollar (as from April 2020), the British pound sterling (as from April 2020) and the United States dollar (as from June 2021). To the extent that the Just Eat Takeaway.com’s revenue increases in markets whose functional currency is not the euro, this will increase the portion of its revenue and costs that is not earned in euro. Movements in foreign exchange rates between the euro and such other functional currencies may materially impact Just Eat Takeaway.com’s results of operations, either due to transactional (receipt of revenue or incurrence of costs in a currency other than euros) or translational (translation of foreign currency values into euro for the presentation of financial results) effects, particularly following the Grubhub Acquisition and the Just Eat Acquisition and any further growth plans of the Just Eat Takeaway.com. Just Eat Takeaway.com does not manage translational foreign currency with foreign exchange contracts or other hedging instruments.

See also Note 8 "Finance income and expense" and Note 25 "Financial Instruments" of the financial statements, which form part of this annual report.

Inflation

Inflation typically increases Average Order Value, which in turn increases revenues. As a result, inflation has a limited effect on Just Eat Takeaway.com’s business, results of operations or financial condition.

Results of Operations

Just Eat Takeaway.com’s consolidated results from operations is based on its historical results. The financial data discussed in this section for the years ended 31 December 2021, 2020 and 2019 have been prepared in accordance with IFRS.

Main changes in consolidation

- On 30 September 2021 Just Eat Takeaway.com completed the acquisition of 100% of the shares of Bistro.sk.

- On 15 June 2021 the Company completed the acquisition of 100% of the shares of Grubhub ("Grubhub Acquisition").

- On 15 April 2020 the Company completed the acquisition of 100% of the shares of Just Eat ("Just Eat Acquisition").

- On 1 April 2019 the Company completed the acquisition of 100% of the Acquired German Businesses.

	Year ended 31 December
€ millions	2021	2020	2019
Revenue	4,495	2,042	416
Courier costs	(2,517)	(727)	(70)
Order processing costs	(406)	(193)	(41)
Staff costs	(890)	(417)	(112)
Other operating expenses	(1,164)	(655)	(234)
Depreciation, amortisation and impairment	(443)	(174)	(35)
Operating loss	(925)	(124)	(76)

Share of results of associates and joint ventures	(62)	(16)	-
Finance income	23	3	0
Finance expense	(75)	(30)	(16)
Other gains and losses	2	2	6
Income tax benefit / (expense)	8	(5)	(35)
Loss for the period	(1,029)	(170)	(121)

Other comprehensive income / (loss) for the period	717	(34)	16
Total comprehensive loss for the period	(312)	(204)	(105)

Revenue

	Year ended 31 December
€ millions	2021	2020	2019
Order-driven revenue	4,314	1,975	410
Ancillary revenue	181	67	6
Revenue	4,495	2,042	416

Just Eat Takeaway.com has revised its disaggregation of revenue in 2021 due to the evolving landscape of Just Eat Takeaway.com, in particular the diversification of fee and fulfillment models (including those of the newly acquired Grubhub). The previous disaggregation of revenue therefore has become less meaningful because across our order-driven revenue generating activities there is no significant variation in how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The revised disaggregation distinguishes between revenues which are earned directly from orders placed on Just Eat Takeaway.com's platforms and revenues which are not. The comparatives have been adjusted accordingly.

Revenue is presented net of any discounts provided to partners or consumers, VAT and other sales-related taxes.

Order-driven revenue

2021 compared with 2020

Order-driven revenue consists of all revenue streams which are earned from orders placed on Just Eat Takeaway.com’s platforms. Order-driven revenue is earned from partners and consumers and primarily includes commission fees and consumer delivery fees which are charged on a per order basis.

Order-driven revenue increased by 118% to €4,314 million in 2021. This growth was predominantly driven by the full 12 months of combination with Just Eat as compared to 8.5 months last year, the combination with Grubhub of €919 million, as well as strong order performance with a noticeable shift towards delivery, expansion of partnerships with branded chains and an uplift in delivery fees in the second half of the year, resulting in higher revenue from consumer fees. This growth was partly offset by €148 million of government-imposed commission caps and voluntary partner support packages that we provided to our partners during the Covid-19 pandemic.

2020 compared with 2019

Revenue increased by 391% to €2,042 million in 2020 from €416 million in 2019. This increase was driven by factors primarily resulting from, or related to, the partial period impact of the Just Eat acquisition in 2020, including growth in total Orders. The increase in revenue was also driven by Just Eat Takeaway.com's implementation of delivery fees charged to the consumer in 2020, which reached €231 million in 2020, compared with zero in 2019.

Ancillary revenue

Ancillary revenue consists of any other revenue streams which are not earned from orders placed on Just Eat Takeaway.com's platforms. It primarily includes sale of merchandise of €13 million (2020: €10 million), promoted placement fees of €93 million (2020: €50 million) which are not earned on a per order basis, and subscription fees of €58 million (2020: €4 million).

Revenue per reportable segment

	Year ended 31 December
(€ millions)	2021	2020	2019	2021 to 2020	2020 to 2019
				(% change)	(% change)
North America	1,634	404	-	304%	100%
Northern Europe	1,064	723	392	47%	84%
UK & Ireland	1,249	611	-	105%	100%
Southern Europe & ANZ	548	303	24	80%	1190%
Total Revenue	4,495	2,042	416	120%	391%

2021 compared with 2020

North America

Revenue grew by 304% compared to 2020, reaching €1,634 million. This growth amounting to €980 million is predominantly due to the impact of the acquisition of Grubhub on 15 June 2021, as well as strong organic order growth in Canada which contributed for a further growth of €73 million. Canada was acquired in April 2020 as part of the Just Eat business combination. 2021 revenue was affected by the impact of approximately €110 million from government-imposed fee caps. We have continued to support partners during this difficult period, but we believe permanent fee caps are illegal. Together with certain competitors, we filed lawsuits against San Francisco (July 2021) and New York City (September 2021).

Northern Europe

In Northern Europe, revenue grew by 47% to €1,064 million in 2021 from €723 million in 2020. This was driven by €303 million organic growth driven by orders, as well as strong growth in our delivery services and an uplift in delivery fees in the second half of 2021. There is a positive impact on growth from the April 2020 acquisition of the Just Eat businesses in Switzerland, Denmark and Norway of €36 million, and the October 2021 acquisition of Bistro.sk in Slovakia of €2 million. With more demand from our partners, our promoted placement revenue increased. We also saw a continued trend of our consumers moving from cash to online payments, increasing our online payment service revenue.

United Kingdom and Ireland

In the United Kingdom and Ireland, revenue grew by 105% to €1,249 million in 2021 from €611 million in 2020. The segment saw strong organic order growth as well as the impact of the Just Eat Acquisition in April 2020, as in 2021 Just Eat business was included in the results for 12 months, compared to 8.5 months in 2020. The revenue growth rate was higher than the order growth rate. This is due to an increase in Delivery orders supported by successful partnership with branded chains as well as an uplift in delivery fees in the second half of 2021. We also saw the segment continue a strong €17 million increase in the promoted placement revenue.

Southern Europe & ANZ

Southern Europe & ANZ revenue grew by 80% to €548 million in 2021 from €303 million in 2020. €70 million growth resulted from the Just Eat businesses in Australia, New Zealand, Spain, Italy, and France which were acquired in April 2020, and therefore have 12 months of revenue in 2021, compared to 8.5 months in 2020. On top of that, a strong organic order growth resulted in the growth in revenue. Revenue growth outpaced the order and GTV growth rates, due to a continued mix shift towards delivery orders (driven by the focus on growing partners supply and partnership with branded chains, particularly in Australia), as well as an increase in delivery fees in the second half of 2021.

2020 compared with 2019

North America

Revenue reached €404 million in 2020 and relates to strong organic order growth of the Canadian business which was acquired in April 2020 as part of the Just Eat Acquisition. 2020 Canadian revenue was affected by the impact of €16 million of voluntary partner support initiatives.

Northern Europe

In Northern Europe, revenue grew by 84% to €723 million in 2020 from €392 million in 2019. This increase was driven by organic growth for €156 million, as well as related to the partial period impact of the Just Eat Acquisition in 2020 for €65 million (Switzerland, Denmark, and Norway) and the full 12 months effect of the Acquired German Businesses operations (acquired in April 2019) for €28 million. The increase in revenue was also aided by Just Eat Takeaway.com's implementation of delivery fees resulting in €12 million higher revenues as charged to the consumer in most legacy Takeaway markets. With more demand from our partners, our promoted placement revenue increased with €11 million. We also saw a continued trend of our consumers moving from cash to online payments, increasing our online payment service revenue with €8 million.

United Kingdom and Ireland

In the United Kingdom and Ireland, revenue reached €611 million in 2020. The United Kingdom and Ireland businesses were acquired in April 2020 as part of the Just Eat Acquisition. During 2020, the segment saw strong organic order growth of approximately 46% supported by partnership with major brands.

Southern Europe & ANZ

Southern Europe & ANZ revenue grew 1,163% to €303 million in 2020 from €24 million in 2019. This significant revenue increase was predominantly driven by the acquisition of the Just Eat businesses in Australia, New Zealand, Spain, Italy and France for €270 million as well as by organic growth in Portugal, Romania, Bulgaria and Israel for an additional €9 million.

Order fulfilment costs

	Year ended 31 December
€ millions	2021	2020	2019
Courier costs	2,517	727	70
Order processing costs	406	193	41
Order fulfilment costs	2,923	920	111

2021 compared with 2020

Order fulfilment costs increased by €2,003 million, or 218%, compared to 2020. This growth was predominantly driven by the full 12 months of combination with Just Eat as compared to 8.5 months last year, the combination with Grubhub of €633 million, as well as strong order growth driving order processing cost, and the increase in courier costs due to the expansion of our delivery services. Delivery Orders and Delivery share grew in every segment in 2021 compared to previous year. Order fulfilment costs increased at a higher rate than the Delivery orders, mainly due to the expansion of our employed courier model and increasing cost per courier.

2020 compared with 2019

Total Order fulfilment costs were €920 million in 2020, which was 729% higher than €111 million in 2019, primarily driven by the partial period impact of the Just Eat Acquisition in 2020, as well as strong order growth driving order processing cost and the increase in courier costs due to the expansion of our delivery services. Courier costs, which include all salary expenses of the employed couriers, were €727 million in 2020, which was 938% higher than in 2019, reflecting the continued expansion of delivery services, including as a result of the Just Eat Acquisition.

Staff costs

	Year ended 31 December
€ millions	2021	2020	2019
Wages and salaries	655	313	83
Social security charges	85	43	13
Pension premium contributions	33	13	2
Share-based payments	81	23	3
Temporary staff expenses	36	25	11
Staff costs	890	417	112

2021 compared with 2020

Staff costs increased by 113% to €890 million, reflecting continuing investments in our organisation to execute on our growth strategy. Our staff-related investments were primarily in operational functions with a large increase in our customer service staff and delivery services to support the strong order growth and migration from an outsourced to insourced operational model. We also expanded our sales team to accelerate new restaurant acquisitions and grew our IT and product teams to strengthen our platform capabilities and develop new functionalities. The share-based payments increased partially by €40 million due to the Grubhub Acquisition and partially because of a change in the bonus plans from a cash bonus plan to an equity-based incentive plan. Most of our temporary staff costs relate to operations, which do not include costs related to employed couriers which are classified as courier costs within order fulfilment costs. Our staff related investments grew at a lower rate than revenue. Our staff, excluding couriers, increased to an average of 13,246 FTEs in 2021 from an average of 6,158 FTEs over 2020.

2020 compared with 2019

Staff costs were €417 million in 2020, representing a 272% increase compared with 2019. This increase year-on-year is primarily the result of the partial period impact of the Just Eat Acquisition in 2020 as well as continuing investments in Just Eat Takeaway.com's organisation to execute on its growth strategy and acquisitions (the Just Eat Acquisition in 2020 and the Acquired German Businesses in 2019). Increases in staff were primarily in information technology and product functions where Just Eat Takeaway.com more than tripled full-time equivalent employees ("FTEs") on a year-over-year basis, as well as operational functions, with its customer service and logistics staff increasing from an average of 2,493 FTEs in 2019 to an average of 5,789 FTEs in 2020 in order to be able to support strong Order growth. Just Eat Takeaway.com's staff, excluding employed couriers, increased to an average of 6,158 FTEs over 2020 from an average of 2,054 FTEs over 2019.

Other operating expenses

	Year ended 31 December
€ millions	2021	2020	2019
Marketing expenses	684	369	143
Housing expenses	21	10	4
Professional fees	91	78	54
Other staff related costs	98	36	17
IT related expenses	93	33	7
Outsourced service costs	97	47	-
Other operating expenses	80	82	9
Total other operating expenses	1,164	655	234

Marketing expenses

2021 compared with 2020

Marketing expenditure can primarily be distinguished as relating to (i) performance marketing (or pay-per-click/pay-per-order) of €316 million (2020: €184 million) which directly generates traffic and Orders, such as search engine marketing, app marketing and affiliate marketing (rewarding third-parties for referrals to Just Eat Takeaway.com’s platforms); and (ii) brand marketing of €332 million (2020: €160 million), such as television and online media, and outdoor advertising (billboards).

Marketing expenses increased by 85% to €684 million in 2021 compared with €369 million in 2020, primarily driven by the full 12 months of combination with Just Eat as compared to 8.5 months last year, the combination with Grubhub, and investment in our brands such as the partnership with UEFA for the Euro 2020™ football tournament.

Specifically, the UEFA Euro 2020™ sponsorship has positioned our brand association as a top-tier sports sponsoring brand and has laid the foundation for our future work with UEFA through 2025. We activated the partnership through a bespoke advertising campaign with some of the world's biggest football stars, a very successful 'Order & Win' campaign, along with player escorts, fantasy football and other initiatives. Aligned to our strategic goals, we continue to lead share of voice in most of our key markets, while steadily increasing our top-of-mind brand awareness, which has resulted in new consumer acquisition growth compared to last year.

2020 compared with 2019

Marketing expenses increased by 158% to €369 million in 2020 compared with €143 million in 2019. This increase was primarily driven by the partial period impact of the Just Eat Acquisition in 2020 but was also the result of significant investment in Just Eat Takeaway.com's brands in the second half of 2020, particularly in the legacy Just Eat markets. However, marketing expenses decreased as a percentage of revenue to 18% in 2020, compared to 34% in 2019. In addition, from mid-March until May of 2020, marketing investments were significantly lower than the budgeted marketing investments due to (i) uncertainty about the impact of the Covid-19 pandemic on consumer behaviour and (ii) the lower relevance of outdoor advertising due to the Covid-19 pandemic. In addition, the UEFA Euro 2020™ football tournament was postponed to 2021, resulting in Just Eat Takeaway.com's sponsorship costs for the tournament being deferred.

Depreciation, amortisation and impairment

2021 compared with 2020

Depreciation, amortisation and impairment expenses were €443 million in 2021, up from €174 million in 2020. This increase related primarily to the full 12 months of amortisation of intangibles recognised regarding the combination with Just Eat as compared to 8.5 months last year, and the amortisation of intangibles recognised regarding the combination with Grubhub of €91 million.

Following the annual impairment test, impairment losses of €18 million for goodwill (2020: nil) and €36 million for intangible assets (2020: nil) were recognised in 2021 for three Cash Generating Units (“CGUs”) to which a non-significant amount of goodwill and other intangible assets is allocated. Due to a declining or subscale market position in 2021 and decreasing order growth rates compared to prior year in these CGUs, the recoverable amount of these CGUs is lower than the carrying amount. Impairment losses of €45 million relate to the segment 'Southern Europe & ANZ' and €9 million to the segment 'Northern Europe'.

2020 compared with 2019

Depreciation and amortisation expenses increased to €174 million in 2020 from €35 million in 2019. This material increase related primarily to the amortisation of intangible assets recognised as part of the Just Eat Acquisition.

Share of results of associates and joint ventures

2021 compared with 2020

Our share of results of associates and joint ventures in 2021 was a loss of €62 million compared to €16 million in 2020. The 2021 losses relate to our share of losses in iFood, an associate. In 2021, we invested €83 million in iFood.

2020 compared with 2019

The share of results of associates and joint ventures in 2020 was a loss of €16 million compared with zero in 2019. The losses relate to Just Eat Takeaway.com's share of losses in iFood and ECAC, which interests were acquired as a result of the Just Eat Acquisition.

Income tax expense

2021 compared with 2020

In 2021, the net income tax benefit was €8 million, compared with €5 million of net income tax expense in 2020. This relates mainly to the taxable results of non-Dutch entities resulting in a current tax expense of €38 million compared with €26 million in 2020. In 2021, the deferred tax benefit was €46 million compared with €21 million in 2020, relating to temporary differences from the amortisation of intangible assets, the recognition of losses and an offsetting effect on the impact of the UK tax rate change.

2020 compared with 2019

The net income tax expense of €5 million in 2020 (2019: €35 million) relates primarily to the taxable results of non-Dutch entities resulting in a current tax expense of €26 million (2019: €14 million). A deferred tax benefit of €21 million (2019: €21 million deferred tax expense) relates to temporary differences in the amortisation of intangible assets, the recognition of losses and an offsetting of taxable profits with tax losses in Germany, Poland, the UK and Canada and temporary differences in the amortisation of intangible assets.

Loss for the period

As a result of the factors described above, Just Eat Takeaway.com realised a net loss after tax of €1,029 million in 2021 (2020: €170 million and 2019: €121 million).

Other comprehensive income (loss) for the period

2021 compared with 2020

The other comprehensive income consists of foreign currency translation income related to non-current assets held in foreign operations. Approximately half of the income relates to the translation of the Grubhub related non-current assets.

2020 compared with 2019

The other comprehensive loss for the period of €34 million (2019: income of €16 million) consists of a fair value gain on investment in equity instruments of €323 million and a foreign currency translation loss related to foreign operation of €357 million. The fair value gain on the investment relates to the change in value of shares during the period between the date that the Just Eat Acquisition was declared wholly unconditional (31 January 2020) and the "control" date, being the date of consolidation of the Just Eat Group into Just Eat Takeaway.com (15 April 2020).

Financial position

Statement of financial position

	As at 31 December
€ millions	2021	2020
Non-current assets	15,922	9,532
Current assets excluding cash and cash equivalents	534	293
Cash and cash equivalents	1,320	529
Total assets	17,776	10,354

Share capital and share premium	13,459	8,807
Legal reserves	357	(344)
Other reserves	(766)	18
Total shareholders’ equity attributable to equity holders	13,050	8,481
Non-controlling interests	(8)	5
Total equity	13,042	8,486

Non-current liabilities	3,457	1,088
Current liabilities	1,277	780
Total shareholders’ equity and liabilities	17,776	10,354

Non-current assets, mainly consisting of goodwill, other intangible assets and investments in associates and joint ventures, were €15.9 billion as at 31 December 2021, up from €9.5 billion as at 31 December 2020. This increase was primarily driven by the Grubhub Acquisition, see Note 11 of the financial statements, which form part of this annual report.

Cash and cash equivalents increased to €1.3 billion as at 31 December 2021, from €0.5 billion as at 31 December 2020. This increase was primarily driven by the issuance of convertible bonds in 2021 and the Grubhub Acquisition.

Shareholders’ equity increased to €13.1 billion as at 31 December 2021, from €8.5 billion as at 31 December 2020, mainly driven by the issuance of new shares amounting to €4.6 billion in connection with the Grubhub Acquisition.

The solvency ratio, defined as total equity divided by total assets, was 73% as at 31 December 2021, down from 82% at year-end 2020, driven by the increase of non-current assets.

Non-current liabilities increased to €3.5 billion as at 31 December 2021, from €1.1 billion as at 31 December 2020, driven by the issuance of convertible bonds amounting to €1.1 billion, acquired senior notes of €0.4 billion and increased deferred tax liabilities of €0.4 billion arising on the Grubhub Acquisition. For more details on Borrowings see Note 22 of the financial statements, which form part of this annual report.

	Year ended 31 December
€ millions	2021	2020	2019
Net cash (used in) / generated by operating activities	(423)	178	(63)
Net cash (used in) / generated by investing activities	(106)	15	(497)
Net cash generated by financing activities	1,312	292	520
Net cash and cash equivalents generated / (used)	783	485	(40)

Effects of exchange rate changes of cash held in foreign currencies	8	(6)	-
Net increase / (decrease) in cash and cash equivalents	791	479	(40)

Net cash used in operating activities

Cash payments to employees and suppliers are recognised as cash flows from operating activities. Cash flows from operating activities also include costs of business acquisition and divestment related costs, spending on provisions, and income taxes paid on operating activities.

2021 compared with 2020

Net cash used in operating activities amounted to €423 million in the year ended 31 December 2021, compared with net cash generated of €178 million in the year ended 31 December 2020. The change in 2021 from 2020 was mainly driven by the Grubhub Acquisition, and significant investments to grow our leadership positions as well as higher interest paid of €47 million (2020: €14 million) and income taxes paid of €53 million (2020: €33 million).

2020 compared with 2019

Net cash generated by operating activities amounted to €178 million in the year ended 31 December 2020, compared with net cash used in operating activities of €63 million in the year ended 31 December 2019. The change in 2020 from 2019 was mainly driven by the Just Eat Acquisition, partially offset by higher interest paid of €14 million (2019: €7 million) and income taxes paid of €33 million (2019: €3 million).

Net cash used in investing activities

Cash flows from investing activities are those arising from capital expenditure and disposal, additions and disposals of loans carried at amortised cost, additions and disposals of joint ventures and equity investments, and from the acquisition of business combinations. Cash and cash equivalents available at the time of acquisition or sale are deducted from the related payments or proceeds.

2021 compared with 2020

Net cash used in investing activities amounted to €106 million in the year ended 31 December 2021, compared with net cash generated of €15 million in the year ended 31 December 2020. The change in 2021 from 2020 was mainly driven by funding provided to associates and joint ventures of €83 million (2020: €55 million) as well as investments in property and equipment and other intangible assets of €151 million (2020: €43 million), partly offset by €128 million in cash acquired in relation to acquisitions in 2021 (2020: €113 million in cash acquired in relation to the Just Eat Acquisition).

2020 compared with 2019

Net cash generated by investing activities amounted to €15 million in the year ended 31 December 2020, compared with net cash used in investing activities of €497 million in the year ended 31 December 2019. The change in 2020 from 2019 was mainly driven by the consideration paid for the Acquired German Businesses in 2019 which amounted to €490 million net of cash acquired.

Net cash generated by financing activities

Cash flows from financing activities comprise the cash receipts of the exercise of share options, and payments for issued shares, debt instruments, and short-term financing.

2021 compared with 2020

Net cash generated by financing activities amounts to €1.3 billion in the year ended 31 December 2021, compared with net cash generated of €292 million in the year ended 31 December 2020. The change in 2021 from 2020 was mainly driven by the issuance of the convertible bonds of €1.1 million and the proceeds from a bank loan of €300 million.

2020 compared with 2019

Net cash generated by financing activities amounted to €292 million in the year ended 31 December 2020, compared with net cash generated of €520 million in the year ended 31 December 2019. The change in 2020 from 2019 was mainly driven by the repayment on the RCF of €344 million.

Key Non-IFRS Financial Measures

Certain parts of this annual report on Form 20-F contain non-IFRS financial measures and ratios. These are not recognised measures of financial performance or liquidity under IFRS. They are presented as Just Eat Takeaway.com believes that they and similar measures are used in the industry in which Just Eat Takeaway.com operates as a means of evaluating a company’s operating performance and liquidity. However, the non-IFRS financial measures presented herein may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles. Accordingly, undue reliance should not be placed on the non-IFRS financial measures contained in this annual report on Form 20-F and they should not be considered as a substitute for operating profit or loss, profit for the year, cash flow or other financial measures computed in accordance with IFRS. Although certain of these data have been extracted or derived from the Just Eat Takeaway.com’s consolidated financial statements, these data have not been audited or reviewed by Just Eat Takeaway.com’s independent auditors.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is Just Eat Takeaway.com‘s segment measure, under IFRS 8 Operating Segments, of profit or loss to assess segment performance and allocate resources. Adjusted EBITDA allows management to identify trends and assess performance using comparable information between segments and periods. In 2021, Just Eat Takeaway.com has revised its definition of Adjusted EBITDA to Just Eat Takeaway.com's operating income / loss for the period adjusted for depreciation, amortisation, impairments, share-based payments, acquisition- and integration related costs and other items not directly related to underlying operating performance ("Other items"). Other items include, amongst others, restructuring costs, certain legal, tax, and regulatory matters, and certain insurance income and costs. Head office costs relate mostly to non-allocated expenses and include all central operating expenses such as staff costs and project expenses for global support teams like legal, finance, business intelligence, human resources and Management Board.

Just Eat Takeaway.com believes adjusted EBITDA is a useful measure for investors as it is the main measure used by its Chief Operating Decision Maker (“CODM”) to assess the performance of the business and segments and to allocate resources. Adjusted EBITDA is used internally for forecasting and budgeting and measuring its operating performance because it excludes costs which do not reflect the day-to-day commercial performance of the business and, as a result, enables assessment of the underlying operational performance per segment and effectiveness of the strategy applied and Just Eat Takeaway.com believes it enhances the comparability of profit or loss across segments and across periods for Just Eat Takeaway.com as a whole.

Adjusted EBITDA is derived from Just Eat Takeaway.com’s consolidated financial statements, however, it is not a measure calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies. Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS. Accordingly, adjusted EBITDA should not be considered as an alternative to profit or loss for the period.

Adjusted EBITDA margin, as used by Just Eat Takeaway.com, was revised in 2021 and is now defined as adjusted EBITDA as a percentage of GTV for the relevant period. Just Eat Takeaway.com believes adjusted EBITDA margin is a useful measure for investors as it is used by Just Eat Takeaway.com and its CODM, together with adjusted EBITDA, to assess the underlying operational performance of the businesses, adjusting for non-cash and non-operating items. Adjusted EBITDA margin is used internally for purposes of forecasting, budgeting and measuring its operating performance. Just Eat Takeaway.com believes adjusted EBITDA margin enhances the comparability of profit or loss across segments and across periods for Just Eat Takeaway.com as a whole while controlling for variance in revenue across such segments or periods. Adjusted EBITDA margin has limitations as a financial measure (including the limitations identified with respect to adjusted EBITDA), should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS.

The following tables set forth adjusted EBITDA for Just Eat Takeaway.com and a reconciliation to profit or loss for the period, as well as a calculation of adjusted EBITDA margin, for the periods presented below. GTV KPIs on a combined basis have not been used for the purpose of calculating the adjusted EBITDA margin in the following tables. For the calculation in the following tables GTV KPIs are reflective of actual results.

	Year ended 31 December
€ millions	Consolidated 2021	Consolidated 2020	Consolidated 2019
Loss for the period	(1,029)	(170)	(121)
Income tax expense / (benefit)	(8)	5	35
Loss before income tax	(1,037)	(165)	(86)
Add back items not included in adjusted EBITDA:
Finance income	(23)	(3)	0
Finance expense	75	30	16
Share of results of associates and joint ventures	62	16	-
Other gains and losses	(2)	(2)	(6)
Share-based payments	81	23	3
Depreciation, amortisation and impairment	443	174	35
Integration related costs	35	35	10
Acquisition related costs	1	67	40
Other items	34	23	-
Adjusted EBITDA	(331)	198	12

Adjusted EBITDA decreased to a €331 million loss in 2021 from €198 million profit in 2020, reflecting a year of significant investment in technological infrastructure, marketing and our delivery services, with continued profitable growth in some markets. Our losses peaked in the first half of 2021, with a particular focus on delivering a competitive value proposition to our consumers, growing our partner selection, including a significant number of branded chains, increasing our market share, and continuing strong consumer acquisition. We ensured positive trends seen through the second half of 2021 with strategic investments continued, particularly with our multi-year UEFA™ sponsorship and the ongoing expansion of our delivery services while focusing on network efficiencies.

	Year ended 31 December
(€ millions)	2021	2020	2019	% of GTV	% of GTV
North America	(11)	42	-	0%	0%
Northern Europe	256	216	72	4%	4%
UK & Ireland	(107)	160	-	-2%	4%
Southern Europe & ANZ	(262)	(80)	(13)	-9%	-4%
Head office	(207)	(141)	(46)
Adjusted EBITDA	(331)	198	12	-1%	1%

North America

In North America, Adjusted EBITDA decreased to a €11 million loss in 2021 from €42 million profit in 2020, driven by the impact of the acquisition of Grubhub in June 2021 and the subsequent investment into this business, and the impact of commission fee caps and Covid-19 voluntary rebates contributing to a €103 million change year-over-year.

Northern Europe

Northern Europe Adjusted EBITDA increased 19% to €256 million in 2021 from €216 million in 2020, despite significant investment in the expansion of the delivery services, as well as in our partner network and marketing. The GTV margin remained stable year-on-year at 4%, with strong operational leverage in many of our mature markets keeping the percentage of GTV the highest within Just Eat Takeaway.com.

United Kingdom and Ireland

In the United Kingdom and Ireland, Adjusted EBITDA was a €107 million loss in 2021 from a €160 million profit in 2020, with the percentage of GTV declining to minus 2% in 2021 from 4% in 2020. The lower Adjusted EBITDA reflects our continued investments to win market share, including the expansion of partners choice particularly with branded chains, marketing particularly through our UEFA™ sponsorship, and growth in our delivery services with a period of reduced delivery fees for our consumers.

Southern Europe & ANZ

In Southern Europe & ANZ, Adjusted EBITDA was a €262 million loss in 2021 compared with a €80 million loss in 2020, with the percentage of GTV falling to negative 9% from negative 4% in 2020. This reduction in Adjusted EBITDA is the result of investment particularly in legacy Just Eat markets, which were under-funded historically. This includes investment in marketing, leveraging our global campaign and the UEFA™ sponsorship, our delivery services, expanding the coverage and introducing a period of reduced pricing delivering a competitive value proposition to our consumers, and significantly expanding our partner coverage.

Head office

As from 2020, head office is no longer allocated to segments and is reported separately. Head office relates to non-allocated expenses and includes all central operating expenses such as staff costs and project expenses for global support teams like legal, finance, business intelligence, human resources, and Management Board. Not included in head office are costs of global IT and product functions, which are allocated to countries and therefore included in segment Adjusted EBITDA. This change is retrospectively applied.

Head office expenses increased to €207 million in 2021 from €141 million in 2020. This increase of 46% is lower than the organic growth in the business, and is driven mainly by investments we made in the expansion of global teams to support growth and drive business efficiencies as well as the impact of the acquisition of the Just Eat business in April 2020, meaning 2021 has 12 months of the associated global support costs, compared to 8.5 months in 2020.

Outlook

As announced at our Capital Markets Day on 21 October 2021, please find our FY 2022 guidance below:

• GTV (on a combined basis) to grow by mid-teens percentage points year-on-year in 2022

• 2022 Adjusted EBITDA margin in a range of minus 0.6% to minus 0.8% of GTV

Management reiterates the following long-term targets:

• In excess of €30 billion of GTV to be added over the next 5 years

• Long-term group Adjusted EBITDA margin in excess of 5% of GTV

B. LIQUIDITY AND CAPITAL RESOURCES

The Management Board has assessed the going concern assumptions of Just Eat Takeaway.com during the preparation of the consolidated financial statements. The assessment includes knowledge of Just Eat Takeaway.com, the estimated economic outlook and identified risks and uncertainties in relation thereto. Furthermore, the review of our strategic plan and budget, including expected developments in liquidity, short- and long-term cash flow projections, debt and capital were considered. There are no events or conditions that give rise to doubt the ability of Just Eat Takeaway.com to continue as a going concern for a period of twelve months from the date the consolidated financial statements are authorised for issue and beyond the next twelve months. The Management Board further believes that Just Eat Takeaway.com will have access to sufficient liquidity for their operations for the foreseeable future, and that Just Eat Takeaway.com is well placed to manage its financing and other significant risks satisfactorily.

Just Eat Takeaway.com’s objectives when managing capital and liquidity are to ensure that entities in Just Eat Takeaway.com will be able to continue as a going concern, optimising liquidity and operating flexibility, while seeking to minimise its cost of capital. Just Eat Takeaway.com’s capital structure consists of cash and cash equivalents, the RCF, lease arrangements and equity attributable to shareholders of the Company, comprising issued capital, reserves and retained earnings. Just Eat Takeaway.com issued the Convertible Bonds 2019 in 2019, the Convertible Bonds 2020 in 2020 and the Convertible Bonds 2021 in 2021, respectively. Just Eat Takeaway.com has an undrawn (as at 31 December 2021) RCF of €400 million. A waiver was obtained allowing the Company to not perform covenant testing and to not provide compliance certificates for reporting periods from 30 June 2021 to 31 December 2022 (inclusive) in return for the Company agreeing not to draw on the RCF. In December 2021, Just Eat Takeaway.com received a bilateral loan of €300 million of which the principal is repayable in two years (the “Bank Loan”).

Ultimate responsibility for liquidity risk management rests with the Management Board, which has established an appropriate liquidity risk approach for the management of Just Eat Takeaway.com’s short-, medium- and long-term funding and liquidity management requirements. Just Eat Takeaway.com manages liquidity risk by maintaining adequate reserves, by continuously monitoring cash flows, and by matching the maturity profiles of financial assets and liabilities, including assessing the maturity profile of Just Eat Takeaway.com’s financial liabilities.

See also Note 19 "Cash and cash equivalents", Note 22 "Borrowings", "Liquidity Risk" in Note 25 "Financial Instruments" and Note 29 "Off balance sheet commitments" of the financial statements, which form part of this annual report.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

Just Eat Takeaway.com dedicates resources to improve the consumer experience and enhance its offering to partners. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and Just Eat Takeaway.com intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

Just Eat Takeaway.com capitalised internal development costs of €39 million during 2021 (€13 million during 2020). No research and development expenditures were capitalised during 2019.

D. TREND INFORMATION

Just Eat Takeaway.com's operations and financial results have been and will continue to be affected by various secular trends including evolving consumer lifestyles shifting food consumption towards delivery and pick-up, consumer behaviour shifting towards online and mobile devices and wider availability of food delivery options.

The net impact of the Covid-19 pandemic on Just Eat Takeaway.com’s business to date has been a favourable shift in consumer behaviour, including an increase in online food ordering in Just Eat Takeaway.com's operational segments. Following lockdowns related to Covid-19, changes in consumer ordering habits saw higher Average Transaction Values in all reportable segments and increasing adoption of online payments as the preferred method of payment. As consumer behaviours normalise following the pandemic, this may impact the performance of the business, in particular the order growth rate seen in 2020 and 2021 trending back towards historical norms.

Evolving Lifestyles Drive Consumers to Shift Food Consumption Towards Delivery and Pick-Up

In recent years, food delivery (excluding pick-up sales by the consumer) and pick-up (excluding home delivery) has been growing faster than the overall food industry (food purchased for consumption at home or in restaurants) and the eating out (including restaurants, bars and catering services) industry. This growth has primarily been driven by changing consumer lifestyles characterised by a greater number of dual income families, longer working hours and busier daily routines and higher disposable incomes, which often result in less time to cook at home or to eat out and in consumers having the means to afford "outsourcing" their cooking, and has been further accelerated due to a shift of consumer behaviour with the Covid-19 pandemic. Just Eat Takeaway.com offers an attractive alternative for consumers, providing convenience, quality of service and a wide variety of on-demand dining options.

Consumer Behaviour Shifting Towards Ordering Online and Mobile Devices

The shift in consumer behaviour towards ordering food for delivery or pick-up through an online channel has increased substantially during the past decade as a result of the increasing adoption of e-commerce as well as smartphone and mobile device penetration. As a result, an increasing proportion of the population in our markets is expected to have access to online food delivery marketplaces such as that operated by Just Eat Takeaway.com. The online channel shift experienced in the ordering of food for delivery or pickup has followed a similar trend to the increase in e-commerce penetration and is expected to continue to be a strong driver of growth in all Just Eat Takeaway.com markets. Just Eat Takeaway.com believes that there continues to be a significant number of restaurants and consumers that are not currently engaged in online food delivery in all segments.

Wider Availability of Food Delivery Options

In the markets in which Just Eat Takeaway.com operates, trends are also being affected by continued expansion of supply, and in particular the availability of popular branded restaurants and quick service restaurant chains on food delivery platforms. This is increasing consumer choice and increasing the number of food occasions which can be addressed by Just Eat Takeaway.com.

Date: March 2, 2022

JUST EAT TAKEAWAY.COM N.V.

Sophie Versteege

Company secretary

B. COMPENSATION

This section sets out the remuneration paid to the Managing Directors and Supervisory Directors in 2021. For more information please see also Note 6 and Note 28 of the financial statements, which form part of this annual report.

Compensation package Management Board

The remuneration policy, which has been effective since 1 January 2020, is aimed at attracting, motivating and retaining highly qualified Managing Directors and rewarding them with a balanced and competitive remuneration package. The policy has been developed mindful of the external environment in which the Company operates, the requirements of the Dutch Corporate Governance Code ("DCGC"), as well as the implementation of the Shareholder Rights Directive II in the Netherlands, considering scenario analyses, internal pay differentials and the (non-)financial performance indicators relevant to the long-term objectives of the Company, hereby focusing on sustainable results and alignment with the Company’s strategy. To the extent practicable, the requirements of the UK Corporate Governance Code ("UKCGC") are also incorporated. The remuneration policy supports both short- and long-term objectives, with the emphasis on long-term value creation for the Company and its stakeholders. The remuneration policy is felt to be appropriate to support the long-term success of the Company while ensuring that it does not promote inappropriate risk taking. The Supervisory Board proposed to keep the design of the policy as simple and transparent as possible.

The remuneration of the Managing Directors consists of the following elements: (i) fixed annual base fee; (ii) benefits; (iii) pension; (iv) STI; (v) LTIP consisting of conditional performance shares; and (vi) shareholding guidelines.

The fixed remuneration (on an annual basis) of the individual Managing Directors, as included in the remuneration policy, is set out in the following table:

€’000	J. Groen CEO	B. Wissink CFO	J. Gerbig COO	2021
Fixed remuneration
Base fee	475	450	450	1,375
Benefits	32	28	29	89
Pension allowance	50	50	50	150
Total fixed remuneration	557	528	529	1,614

The compensation package for the Management Board during 2021 consisted of the following fixed and variable components, which are discussed in more detail below:

• Fixed annual base fee;

• Benefits;

• Pension;

• STI; and,

• LTIP consisting of conditional performance shares

Base fee

The base fee of the Managing Directors is a fixed-cash compensation paid monthly. The base fee remained unchanged in 2021.

Benefits

The Managing Directors are entitled to customary fringe benefits, such as expense allowances, reimbursement of costs incurred and a company car. In 2021, the Managing Directors received a company car or allowance, a working-from-home allowance and JET Pay.

Pension

The Managing Directors receive an annual cash allowance to participate in a pension scheme or obtain pension insurance and to obtain insurance for disability to work. The allowance amounts to €50,000 per year per Managing Director. No Managing Director participates in a collective pension scheme.

Short-term incentive (STI)

To motivate Managing Directors and incentivise delivery of performance over a one-year operating cycle, focusing on the short -or medium-term elements of the Company’s strategic aims, the remuneration includes variable remuneration in the form of an STI, which will be delivered partly in cash and, if applicable, partly as a deferred award of shares.

Any STI outcome achieved above the target pay-out level of 75% of base fee will be delivered as a deferred award of shares, with the period of deferral being three years with one-third of the amounts deferred vesting and being capable of release at each anniversary of the making of the deferred award. The vested awards will be subject to a further holding period of two years during which time awards may not normally be sold, except to pay tax on vesting. Deferred shares are no longer contingent on performance conditions nor future engagement.

Performance for the STI is measured over each financial year against stretching targets set by the Supervisory Board at the beginning of the year, based on the budget and taking into account the strategy aspirations.

The maximum level of the STI outcome for a Managing Director is 150% of base fee per year.

Long-term incentive plan (LTIP)

To motivate and incentivise delivery of sustained performance over the long-term, and to promote alignment with shareholders’ interests, the remuneration includes variable remuneration in the form of an LTIP. Awards under the LTIP may be granted in the form of conditional nil-cost options, awards or forfeitable shares which vest to the extent that performance conditions are satisfied over a period of at least three years.

Under the LTIP rules, vested awards may also be settled in cash (although this will typically be the case only if required to comply with non-Dutch and non-UK legal constraints). Vested awards for Managing Directors will be subject to a further holding period of two years during which time awards may not normally be exercised or sold, except to pay tax on vesting, but are no longer contingent on performance conditions nor future engagement.

Performance is measured over a period of three financial years against stretching targets set at the beginning of the performance period. After three years, vesting is determined by the Supervisory Board.

The target award level is 100% of base fee for the CEO and other Managing Directors, with a maximum of 200% of the target award payable for achieving stretch performance goals. The number of conditionally granted shares is 100% of the base fee divided by the share price average of the five-day period after the annual General Meeting. The formal limit under the LTIP allows vesting of 200% of the target level.

The Supervisory Board, at its sole discretion, will decide if and to what extent grants are made to individual Managing Directors. Grants shall be determined on the basis of a consistent granting policy and set as a percentage of the base fee of the relevant Managing Director.

In order to mitigate dilution, the Company may repurchase shares to cover the awards granted, effectively with the result that no new shares have to be issued when vested options are exercised or awards vest.

Compensation package Supervisory Board

The Company’s remuneration policy for the Supervisory Board was adopted at the AGM 2020 and continued to apply unchanged throughout 2021.

The main objective of the Supervisory Board remuneration policy is to attract and retain Supervisory Directors, taking into account the nature of the Company’s business, the Supervisory Board’s activities and the desired expertise, experience and independence of the Supervisory Directors, as set out in the profile of the Supervisory Board. The remuneration policy for the Supervisory Board aims to reward Supervisory Directors to utilise their expertise and experience to the maximum extent possible, to execute the responsibilities assigned to them including but not limited to the responsibilities imposed by the Dutch Civil Code, the Articles of association and the DCGC and, to the extent practicable, the UKCGC. The fees payable to the Supervisory Directors are determined by the Supervisory Board. The fees payable to the Chair of the Supervisory Board are determined by the Remuneration & Nomination Committee. All fees will be subject to periodic review. Pursuant to the remuneration policy for the Supervisory Board, the remuneration of the Supervisory Directors consists of the following elements: (i) fixed fee and committee fee; (ii) a market supplement and (iii) travel fee. There are no amounts reserved or accrued by the Company to provide pension, benefit, retirement or similar benefits for current Supervisory Directors.

Fixed fee and committee fee

The fixed fee for the Chair of the Supervisory Board has been set at €95,000, for the Vice-Chair of the Supervisory Board at €70,000 and for each other Supervisory Director at €60,000. The committee fee for the Chair of a committee has been set at €15,000 and for other committee members at €7,500.

Market supplement

In order to take into account fee level differences between the UK and the Netherlands, to accommodate onboarding from legacy Just Eat and legacy Takeaway.com within the Company and to reflect the additional complexity and time spent as a result of the context of being a Dutch incorporated company with a two-tier board structure, listed in the Netherlands and the United Kingdom, a market supplement for the Chair of the Supervisory Board has been set at €25,000, for the vice- Chair of the Supervisory Board at €20,000 and for other Supervisory Directors at €15,000.

Travel fee

Supervisory Board members living outside of the Netherlands also receive a travel fee to compensate for the additional time commitment due to travelling (when meetings are held outside their country of residence). The travel fee has been set at €2,000 for continental travel (per meeting) and at €4,000 for intercontinental travel (per meeting).

In addition, actual incurred costs are reimbursed. The remuneration for Supervisory Directors is not dependent on the results of the Company. The Company did not provide any loans, advances, guarantees, shares or options to its Supervisory Directors.

Total remuneration 2021

The total remuneration actually due to the individual Managing Directors, as well as the individual Supervisory Directors for the financial year 2021, is set out below, compared to 2020. With regard to each Managing Director the table provides for the different components of their remuneration.

The following table gives an overview of the expenses incurred by the Company in 2021 and 2020 in relation to the remuneration of the Management Board. These expenses are recognised by the Company over a number of years and are based on IFRS. Therefore, these costs do not reflect the market value of these awards at grant date or at the vesting date.

		Fixed remuneration			Variable remuneration
Name of Director, position	Reporting period	Base fee	Pension allowance	Benefits	One-year variable	Multi-year variable	Total remuneration	Proportion of fixed and variable remuneration
J. Groen – CEO	2021	475	50	32	327	298	1182	47% / 53%
	2020	475	50	31	478	310	1344	41% / 59%
B. Wissink – CFO	2021	450	50	28	310	274	1112	47% / 53%
	2020	450	50	22	454	278	1254	42% / 58%
J. Gerbig – COO	2021	450	50	29	310	267	1106	48% / 52%
	2020	450	50	1	454	265	1220	41% / 59%

For more information on the remuneration paid to M. Maloney in his capacity as Managing Director until 30 November 2021, refer to the section ‘Payments by participating interests’ below.

In 2021, €3.4 million was charged to the Company for remuneration of the current Managing Directors, including pension allowance and long-term incentive costs. The total costs for the deferred shares issued under the STI 2020 and the costs for the LTIP are recognised by the Company over a number of years and are based on IFRS. No loans, advances or guarantees were granted to the Managing Directors in 2021.

The following table gives an overview of the fees and expenses incurred by the Company in 2021 and 2020 in relation to the remuneration of the Supervisory Board.

Name of Director, position	Reporting period	Fixed Fee	Market supplement	Committee fees	Travel fee	Expenses	Total remuneration
A. Nühn – Chair Supervisory Board	2021	95	25	15	-	-	135
A. Nühn – Chair Supervisory Board	2020	84	16	9	-	7	115
C. Vigreux – Vice-Chair Supervisory Board	2021	70	20	8		-	98
C. Vigreux – Vice-Chair Supervisory Board	2020	62	13	5	-	-	80
R. Teerlink – Supervisory Board member	2021	60	15	12		-	87
R. Teerlink – Supervisory Board member	2020	56	9	9	-	-	75
G. Burr – Supervisory Board member	2021	60	15	23	-	-	98
G. Burr – Supervisory Board member	2020	45	9	14	-		68
J. Palaniappan – Supervisory Board member	2021	60	15	-	2	-	77
J. Palaniappan – Supervisory Board member	2020	43	9	-	-		53
J. Reck – Supervisory Board member	2021	-	-	-	-	-	-
J. Reck – Supervisory Board member	2020	7	-	-	-	-	7
D. Fisher – Supervisory Board member	2021	33	8	6	4	9	60
L. Lloyd – Supervisory Board member	2021	33	8	-	4	-	45

For any committee memberships of Supervisory Directors, please see "Item 6.A Directors and senior management.

In 2021, €600 thousand was charged to the Company for remuneration of the current Supervisory Directors, including the yearly fixed and other fees.

General overview of STI

The remuneration of the Managing Directors consists of a variable remuneration in form of STI, which will be delivered partly in cash and partly as a deferred award of shares in the Company to the extent the STI outcome achieved is above the target pay-out level of 75% of the base salary. The targets for the STI 2021 are as follows:

Target	Relative weight
Number of new consumers to exceed 26,2 million	25%
Number of active consumers to exceed 73,9 million	25%
Number of orders per consumer to exceed 11,6	25%
Certain personal / non-financial measures related to the internal organisational structure	25%

Based on the STI outcome for 2021, the Supervisory Board - following the recommendation of the Remuneration & Nomination Committee - has resolved that a cash amount will be awarded to the value of 40% of base fee to each Managing Director. This is included in the table above in the column 'one-year variable' for each Managing Director. No deferred shares were granted to the members of the Management Board under the 2021 STI.

Under the STI 2020, the number of deferred shares awarded was estimated to be 10,689 based on the five-day average share price prior to 31 December 2020. After adoption of the Annual Report 2021, a final number of 13,563 deferred shares were awarded, based on the five-day average share price after the AGM 2021.

General overview of LTIPs

The remuneration of the Managing Directors consists of a variable remuneration in the form of LTIPs, which includes the annual grant of conditional performance options. The table below contains information on the number of conditional share options granted to each Managing Director under the LTIP 2019-2021, LTIP 2020-2023 and LTIP 2021-2024. In addition, we provide further information about the applicable performance conditions per LTIP.

The conditional performance options granted as per 31 December 2016 (“LTIP 2017-2019”) vested on 31 December 2019 and the conditional performance options granted as per 31 December 2017 (“LTIP 2018-2020”) vested on 31 December 2020. As at the date of this report, 10,477 vested options under the LTIP 2017-2019 have been exercised.

	The main conditions of share option plans								Information regarding the reported financial year
									Opening balance				During the period			Closing balance
Name of Director, position	Specification	Performance period	Award date	Vesting date	End of holding period	Exercise period		Strike price of the share	Share options awarded at the beginning of the year	Share options awarded		Market value of share options awarded	Share options vested	Market value of share options vested	Share options subject to a performance condition	Share options awarded and unvested	Share options subject to a holding period
J. Groen	LTIP 2019-2021	2019-2021	31 December 2018	31 December 2021	n.a.	1 January 2022 to 31 December 2028	€	54.62	11,655	-		-	11,655	564,918	-	-	n.a
CEO	LTIP 2020-2023	2020-2022	21 May 2020	21 May 2023	21 May 2025	22 May 2023 to 31 December 2033	€	-	4,917	-		-	-	-	4,917	4,917	-
	LTIP 2021-2024	2021-2023	19 May 2021	19 May 2024	19 May 2026	20 May 2024 to 31 December 2034	€	-	-	6,589	€	475,001	-	-	6,589	6,589	-
B. Wissink	LTIP 2019-2021	2019-2021	31 December 2018	31 December 2021	n.a.	1 January 2022 to 31 December 2028	€	54.62	10,198	-		-	10,198	494,297	-	-	n.a
CFO	LTIP 2020-2023	2020-2022	21 May 2020	21 May 2023	21 May 2025	22 May 2023 to 31 December 2033	€	-	4,658	-		-	-	-	4,658	4,658	-
	LTIP 2021-2024	2021-2023	19 May 2021	19 May 2024	19 May 2026	20 May 2024 to 31 December 2034	€	-	-	6,243	€	450,058	-	-	6,243	6,243	-
J. Gerbig	LTIP 2019-2021	2019-2021	31 December 2018	31 December 2021	n.a	1 January 2022 to 31 December 2028	€	54.62	9,470	-		-	9,470	459,011		-	n.a
COO	LTIP 2020-2023	2020-2022	21 May 2020	21 May 2023	21 May 2025	22 May 2023 to 31 December 2033	€	-	4,658			-	-	-	4,658	4,658	-
	LTIP 2021-2024	2021-2023	19 May 2021	19 May 2024	19 May 2026	20 May 2024 to 31 December 2034	€	-	-	6,243	€	450,058	-	-	6,243	6,243	-
¹the market value as include in this column represents the market value of the underlying shares based on the share price at the date of the award / at the date of vesting

LTIP 2019-2021

The conditional performance options granted as per 31 December 2018 and vested on 31 December 2021, are referred to as the LTIP 2019-2021. The targets for the vesting of the conditional performance options granted under the LTIP 2019-2021 and their relative weight were as follows:

Targets	Relative weight
Order growth to exceed 25% per annum in the medium-term	20%
> 30% CAGR over 2015 Actual-2018 Estimate	20%
Revenue growth to continue to exceed order growth after 2016	20%
Positive EBITDA margin for both Germany and the Company within 2 to 3 years after the IPO¹	20%
The Netherlands EBITDA to continue to increase after 2016²	20%

¹	The positive EBITDA margin for both Germany and the Company in this context means monthly positive EBITDA margins (whether or not the full year EBITDA margins are positive) as also disclosed in the prospectus dated 19 September 2016 on page 121
²	Following the higher than expected growth of Scoober, also in the Netherlands, we have amended the medium-term objective for the Netherlands from “Netherlands EBITDA margin to continue to increase” to “Netherlands EBITDA to continue to increase”

Application of the LTIP 2019-2021 as per 31 December 2018 resulted in the granting to the Managing Directors of a total of 31,323 conditional performance options. These options were granted upon the adoption of the Company’s annual accounts 2018. The exercise price of the conditional performance options is €54.62 (the average closing price of the shares at Euronext Amsterdam on the last five trading days before 31 December 2018).

These conditional performance options vested at 100% on 31 December 2021 based on the continued employment and the achievement of the targets set by the Supervisory Board, resulting in the vesting of 11,655 options to J. Groen, 10,198 options to B. Wissink and 9,470 options to J. Gerbig. As at the date of the report, no vested options under the LTIP 2019-2021 have been exercised.

LTIP 2020-2023

Conditional performance awards granted as per 21 May 2020 and expected to vest on 21 May 2023 are referred to as the LTIP 2020-2023.

The targets set by the Supervisory Board are determined based on full-year revenue growth (37.5%), relative total shareholder return (TSR) (37.5%) and a strategic target (25%). The awards have been granted in the form of nil-cost conditional performance options, which will vest if Just Eat Takeaway.com’s business develops in accordance with and in the direction of the medium-term targets as determined by the Supervisory Board.

The targets to be used for the vesting of the awards granted under the LTIP 2020-2023 as well as the achieved performance respectively are considered competitively sensitive and will therefore be published in the annual report after the relevant performance period.

Application of the LTIP 2020-2023 as per 21 May 2020 resulted in the granting to the Managing Directors of a total of 14,233 conditional nil-cost performance awards. The number of awards is 100% of the base fee divided by the share price average of the five-day period after the 2020 AGM. Minimum vesting is 0% of the target award level and the formal limit under the LTIP 2020-2023 allows vesting of 200% of the target award level.

LTIP 2021-2024

Conditional performance awards granted as per 19 May 2021 and expected to vest on 19 May 2024 are referred to as the LTIP 2021-2024.

The targets set by the Supervisory Board are determined based on full-year revenue growth (37.5%), relative TSR (37.5%) and a strategic target (37.5%). The awards have been granted in the form of nil-cost conditional performance options, which will vest if Just Eat Takeaway.com’s business develops in accordance with and in the direction of the medium-term targets as determined by the Supervisory Board.

The targets to be used for the vesting of the awards granted under the LTIP 2021-2024 as well as the achieved performance respectively are generally considered competitively sensitive and will therefore be published in the annual report after the relevant performance period. However, the vesting of the LTIP 2021-2024 partially depends on the achievement of a strategic target on the reduction of Just Eat Takeaway.com's carbon emissions in scope 1 and 2 in accordance with the goals set out in "Item 4.B "Business Overview—Our carbon emission".

Application of the LTIP 2021-2024 as per 19 May 2021 resulted in the granting to the Managing Directors of a total of 19,075 conditional performance nil-cost awards. The number of awards is 100% of base fee divided by the share price average of the five-day period after the 2021 AGM. Minimum vesting is 0% of the target award level and the formal limit under the LTIP 2021-2024 allows vesting of 200% of the target award level.

Clawback

In line with Dutch law and the Dutch Corporate Governance Code, the variable remuneration of a Managing Director may be reduced or (partly) recovered if certain circumstances apply.

In 2021, no variable remuneration was reclaimed from any Managing Director.

Compensation package’s compliance with remuneration policy

The remuneration granted to the individual Managing Directors in 2021 is compliant with the remuneration policy.

In 2021, no deviations from the procedure for the implementation of the remuneration policy for any Managing Director were made and no derogations itself have been applied.

The remuneration granted to the individual Supervisory Directors in 2021 is compliant with the remuneration policy.

Pay ratios within Just Eat Takeaway.com and annual change

The pay ratio from our CEO relative to the average pay of all employees, employed by Just Eat Takeaway.com, was nineteen to one in 2021 (2020: sixteen to one). As a comparison, the pay ratio from our CFO and COO relative to the average pay of all our employees was eighteen to one in 2021. These ratios are based upon total staff cost per average FTE in the year. This calculation includes the full total compensation and benefits, such as pension schemes, and share-based payments, payable to the CEO - respectively CFO and COO - and our employees.

The pay ratio was calculated between the total annual remuneration of the CEO, CFO or COO as applicable, and the average annual remuneration of the employees in which (a) the total annual remuneration of the CEO, CFO or COO as applicable - includes all remuneration components listed under 'Compensation Package Management Board' above (b) the average annual remuneration of employees is the total wage costs divided by the average number of FTEs during the year; and (c) the value of the share-based remuneration is determined in accordance with IFRS.

As expected, the pay ratio increases over time, driven by the growth of the number of couriers [and customer service agents] employed. However, it is important for us to continuously monitor the ratio between the highest and the average paid persons within Just Eat Takeaway.com.

Annual change	2017 vs 2016	2018 vs 2017	2019 vs 2018	2020 vs 2019	2021 vs 2020
Information regarding the reported financial year
J. Groen – CEO	10%	17%	23%	87%	-12%
B. Wissink – CFO	4%	17%	28%	89%	-11%
J. Gerbig – COO	3%	18%	35%	84%	-9%

Company performance
Revenue	50%	42%	79%	391%	120%
Adjusted EBITDA	-51%	59%	216%	1454%	-267%
Orders	38%	38%	70%	228%	33%

Average remuneration on a full-time equivalent basis of employees
Employees of Just Eat Takeaway.com	3%	-19%	23%	41%	-33%

The table above contains an overview over the past five years.

Share ownership

Share ownership members of the Management Board

As at 31 December 2021, the Managing Directors held shares in the Company as set out below.

Numbers of shares held	J. Groen CEO1	B. Wissink CFO	J. Gerbig COO2
Numbers of shares held as at 31 December 2021	15,324,546	115,581	310,000
1 Shares are held indirectly with the exception of 5,780 shares which are held directly
2 Shares are held indirectly

In addition to the shareholdings described above, on 1 January 2022, the first tranche of the STI 2020 awards vested. As a consequence of the vesting 1,561 shares were delivered to J. Groen and 1,479 shares were delivered to B. Wissink and J. Gerbig, respectively.

Share ownership members of the Supervisory Board

David Fisher and Lloyd Frink held securities in Grubhub prior to the Grubhub Acquisition, which were rolled-over into securities in the Company. As at 31 December 2021, David Fisher held 20,330 ADSs and 31,530 vested options, which upon exercise can be settled in 31,530 ordinary shares or 157,650 ADSs. As per the same date, Lloyd Frink held 282,354 ADSs and 37,168 vested options, which upon exercise can be settled in 37,168 ordinary shares or 185,840 ADSs. As per 31 December 2021, no other Supervisory Board members held securities in the Company.

Payments by participating interests

Other than set out below, during 2021, no remuneration for members of the Management Board has been made at the account of any participating interest of the Company.

From 15 June 2021 until 30 November 2021 M. Maloney was a member of the Management Board and in this capacity his maximum remuneration by Just Eat Takeaway.com was bound by the remuneration policy of the Management Board. However, as M. Maloney did not enter into a management agreement with the Company, he did not benefit from the compensation package under the Company's remuneration policy or severance arrangement for the Management Board.

In the period from 15 June 2021 until 30 November 2021, M. Maloney received an amount of EUR 249,915 from the Company's indirect subsidiary, Grubhub, which includes the pro-rata payment of his annual base fee of EUR 450,000.

As per 8 August 2020, Grubhub established the Grubhub Inc. Executive Severance Plan (the “GH Severance Plan”). Grubhub qualified M. Maloney as Tier 1 Participant and his severance due to termination of his employment relationship with Grubhub was calculated accordingly. Grubhub has filed the GH Severance Plan with the SEC in 2020 and the document remains publicly available on the SEC's website. The address of this website is http://www.sec.gov.

Severance arrangements

Contractual severance arrangements of the Managing Directors provide for compensation for the loss of income resulting from a non-voluntary termination of employment. In that situation, the severance package is equal to the sum of the six-month gross fixed base fee of the respective Managing Director. The contractual severance arrangements are compliant with the Dutch Corporate Governance Code. There are no contractual arrangements in place for compensation for Managing Directors for non-voluntary termination of service in case of a take-over bid of the Company.

During 2021, no severance payments were granted by the Company to members of the Management Board and the Supervisory Board. During 2021, M. Maloney resigned as member of the Management Board and his resignation was accepted by the Supervisory Board as per 1 December 2021. M. Maloney did not receive any severance pay from the Company.

C. BOARD PRACTICES

Information about our current Articles of association, Charter of the Management Board, and Charter of the Supervisory Board can be found on the Company’s corporate website.

Information regarding the Company’ board practices can be found under “Item 6.A — Directors and senior management”, “Item 10.B Memorandum and articles of association—Management Board — Terms of appointment”, “—Employment, Service and Severance Agreements”, “Item 10.B Memorandum and articles of association—Supervisory Board — Terms of appointment” and “—Employment, Service and Severance Agreements”

As per 31 December 2021, the Supervisory Board had two committees in place: an Audit Committee and a combined Remuneration & Nomination Committee. Each committee consists of at least three members, who are appointed by the Supervisory Board. For additional information about the committees please see “Item 10.B Memorandum and articles of association—Supervisory Board Committees”.

D. EMPLOYEES

The geographic spread of the average number of our employees (FTE) is as follows:

	Year ended 31 December
FTE (average)	2021	2020	2019	2021 to 2020	2020 to 2019
North America	3,766	1,625	-	(% change)	(% change)
Northern Europe	7,072	3,765	2,256	88%	67%
UK & Ireland	1,521	480	-	217%	100%
Southern Europe & ANZ	4,931	1,603	668	208%	140%
Head office	2,945	1,482	574	99%	158%
Total	20,235	8,955	3,498	126%	156%

The average FTE represent the employees, grown either via acquisitions or through organic growth, that are directly employed by Just Eat Takeaway.com in 2021. Independent contractors or couriers hired through third-party delivery companies or agencies are not included. The average number of temporary workers employed in 2021 was 611.

In 2021, in Italy and Spain, Just Eat Takeaway.com worked with its employed couriers and their representatives to agree collective labour agreements, pioneering in the last-mile delivery industry.

Despite our ambition and efforts, parts of our courier workforce may be dissatisfied with the current working conditions, and we may not be able to avoid labour disputes, strikes or similar actions. The risk of conflicts with our employed couriers has increased since the working conditions in the food delivery branch have come to the attention of labour unions, increasing the potential for labour-related disputes. Just Eat Takeaway.com also recognises and respects the value of legitimate employee representation and respects the right of our employees to join a union or establish a workers' organisation in accordance with the applicable laws. In 2021, we saw in multiple markets that our employed couriers did not follow labour unions’ calls to strikes, but some couriers participated in demonstrations around working conditions in the industry.

E. SHARE OWNERSHIP

In 2021, the Company maintained thirteen share and option plans for employees:

•	the (newly adopted) Employee Long Term Incentive Plan;
•	the (newly adopted) Employee Short Term Incentive Plan;
•	the Employee Share Option Plan;
•	the “rolled over” Just Eat Deferred Share Bonus Plan 2018, Just Eat Sharesave Scheme, Just Eat Ireland Sharesave Scheme and Just Eat International Sharesave Scheme;
•	the Just Eat Takeaway.com Performance Share Plan and Just Eat Takeaway.com Restricted Share Plan;
•	the “rolled over” Grubhub Inc. 2015 Long-Term Incentive Plan, the Grubhub Inc. 2013 Omnibus Incentive Plan, the SCVNGR Inc. 2013 Stock Incentive Plan and the Tapingo Ltd. 2011 Option Plan ("the Grubhub rollover plans" and collectively with the other plans the “Employee Share Plans”).

Pursuant to the Employee Share Plans and subject to their respective terms and conditions, participants are entitled to receive a number of STAK depositary receipts and/or a number of rights to subscribe for STAK depositary receipts. Generally, upon vesting of a grant and, where relevant, exercise of options under any of the Employee Share Plans, STAK receives the relevant number of shares or CDIs to hold for the benefit of the relevant participants. STAK, in due observance of its articles of association and in accordance with its terms and conditions of administration, issues one depositary receipt to the relevant eligible participant for each share or CDI transferred to it for the benefit of such eligible participant. Based on the STAK’s terms and conditions, STAK exercises the voting rights attributable to the shares and CDIs it holds and administers at its own discretion. In 2021, the STAK did not yet hold securities on behalf of participants of the Grubhub rollover plans after vesting or exercise of grants.

For information regarding the share ownership of our Managing Directors and Supervisory Directors, see “Item 6.B. Compensation” and “Item 7.A.Major Shareholders”.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

The Applicable Laws contain requirements regarding the disclosure of capital interests and voting rights in companies listed on Euronext Amsterdam and the London Stock Exchange and registered in the United States.

In accordance with the filing requirements, the percentages shown include both direct and indirect capital interests and voting rights and both real and potential capital interest and voting rights. According to the register of the Dutch Financial Supervision Authority (AFM) as at 14 February 2022, shareholders who have disclosed holdings exceeding the 3% threshold are as follows:

Name	Date of notification obligation	Capital Interest #	Capital Interest %	Voting Interest #	Voting Interest %
Gribhold B.V. (founder)	15-Jun-21	15,318,766	7.24%	15,318,766	7.24%
Caledonia (Private) Investments Pty Limited	15-Jun-21	13,782,018	6.51%	13,782,018	6.51%
Tiger Global Management LLC	13-Apr-21	7,692,497	5.17%	7,692,497	5.17%
S.A. Klarman	13-Oct-21	10,917,062	5.13%	10,917,062	5.13%
Cat Rock Capital Management LP	4-Oct-21	10,905,437	5.13%	10,905,437	5.13%
BlackRock, Inc.	23-Nov-21	7,443,747	3.50%	8,855,983	4.17%
Norges Bank	22-Dec-21	7,110,360	3.34%	7,110,360	3.34%
Templeton Global Advisors Limited	11-Oct-21	6,653,455	3.13%	6,653,455	3.13%
Baillie Gifford & Co	10-Feb-22	0	0.00%	6,499,151	3.06%
JP Morgan Chase & Co	5-Oct-21	6,405,862	3.01%	6,405,862	3.01%

Additional Significant Shareholding Disclosure

Tiger Global Performance, LLC, Tiger Global Management, LLC, Charles P. Coleman III and Scott Shleifer filed with the SEC an amendment to Schedule 13G under the Exchange Act on 14 February 2022 disclosing that as of 31 December 2021 they had shared beneficial ownership of 13,394,170 ordinary shares in a combination of shares and American Depositary Shares representing 6.3% of the Company’s ordinary shares outstanding.

The Baupost Group, L.L.C., Baupost Group GP, L.L.C. and Seth A. Klarman filed with the SEC a Schedule 13G under the Exchange Act on 14 February 2022 disclosing that as of 31 December 2021 they had shared beneficial ownership of 14,034,169 ordinary shares representing 6.6% of the Company’s ordinary shares outstanding.

Cat Rock Capital Management LP and Alexander Captain filed with the SEC an amendment to Schedule 13D under the Exchange Act on 21 December 2021 disclosing that as of that date they had shared beneficial ownership of 14,791,008 ordinary shares representing 6.96% of the Company's ordinary shares outstanding.

It is possible that the stated interests differ from the current interests of the relevant shareholder.

As part of the consideration for the Acquired German Businesses, Delivery Hero SE obtained 5,733,726 ordinary shares in the share capital of the Company and 3,766,274 warrants granting rights to acquire 3,766,274 ordinary shares. As a result of the issuance and transfer of 5,733,726 ordinary shares on 1 April 2019, Delivery Hero had a shareholding of 9.99% in the Company. On 15 May 2019, Delivery Hero’s conversion of the warrants resulted in an increase of Delivery Hero’s interest to 15.53%. Delivery Hero’s shareholding changed due to transactions conducted by Delivery Hero starting in April 2019 and, to a lesser degree, dilution due to issuances of new shares by the Company. On 12 January 2022, Delivery Hero notified the AFM that its shareholding had decreased below the notifiable 3% threshold.

Changes in percentage ownership by major shareholders during the past three years were the result of issuances of new shares by the Company in connection with acquisitions. In particular, Gribhold B.V.'s interest in the Company was diluted due to the issuance of new shares as part of the equity component of the acquisitions of the Acquired German Businesses in 2019, Just Eat in 2020 and Grubhub in 2021 as well as an accelerated bookbuild in 2019.

There were 8 registered holders of ADSs as at 14 February 2022 all of which have a registered address in the United States. This number includes one holder through which the vast majority of ADSs are held on behalf of all so-called 'street holders’. As per 14 February 2022, to the best of the Company’s knowledge, approximately 3.56% of the Company’s issued share capital was represented by ADSs.

For information regarding the share ownership of and entitlement to options by the Company’s Managing Directors and Supervisory Directors, see "Item 6.B- Compensation".

Each of the Company's shareholders is entitled to one vote per ordinary share. None of the Company's shareholders has different voting rights from other holders of shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. As far as the Company is aware, it is neither directly or indirectly owned nor controlled by one or more corporations or by any government.

B. RELATED PARTY TRANSACTIONS

Please see Note 15 ("Investments in associates and joint ventures") and Note 28 (“Related party transactions”), respectively, of the financial statements, which form part of this annual report. In 2019, a €1.7 million loan to related party Takeaway.com Asia B.V. was fully repaid. Just Eat Takeaway.com did not enter into new loans with related parties that are not members of the group in 2019.

The Company further reports that Just Eat Takeaway.com did not enter into material transactions with related parties in 2021, 2020 and 2019 that are not members of Just Eat Takeaway.com. Please also see Note 28 ("Related party transactions") of the financial statements, which form part this annual report for 2021 and 2020.

Other than described in "Item 6.B Compensation", the Company also did not enter into any transactions with its Managing Directors or Supervisory Directors.

C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Consolidated financial statements

Our consolidated financial statements can be found at the end of this annual report, see pages F-1 to F-69.

Legal proceedings

From time to time we may become involved in legal, governmental or arbitration proceedings or be subject to claims arising in the ordinary course of our business. For more information on litigation, please see Note 30 ("Contingent Liabilities") of the financial statements, which form part of this annual report. Regardless of the outcome, litigation can have an adverse impact on us because of defence and settlement costs, diversion of management resources and other factors.

Dividend policy

For information on the Company's dividend policy, please see "Item 10.B. Memorandum and articles of associations".

B. SIGNIFICANT CHANGES

Please see Note 32 ("Events after the reporting period") of the financial statements, which form part of this annual report for details regarding events subsequent to the reporting period.

ITEM 9. OFFER AND LISTING DETAILS

A. OFFERING AND LISTING DETAILS

In light of the enlarged and more globalised investor base that Just Eat Takeaway.com has following completion of the Grubhub acquisition, and in the interests of both Just Eat Takeaway.com and the Company’s shareholders, in January 2021 the Company announced its intention to take a period of time in which to determine the optimal listing venues for its long-term future. As part of this assessment, the Company considered, amongst other things, liquidity, and trading volumes across the listings it has in Amsterdam, London and New York. As announced on 8 February 2022 on Form 6-K, the Company has progressed its review to determine optimal listing venues and decided to delist its ADSs from the Nasdaq Global Select Market by the end of the first quarter of 2022. The Company expects its ADSs to be quoted and traded on the OTC Markets via a sponsored Level I Programme following the voluntary delisting. The assessment of the optimal listing venues is ongoing and as a result, the Company remains listed on Euronext Amsterdam and the London Stock Exchange until otherwise decided.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

The ADSs have been listed on Nasdaq under the symbol “GRUB” since 15 June 2021. Our CDIs have been listed on the London Stock Exchange under the symbol “JET” since 4 February 2020 and our ordinary shares have been listed on Euronext Amsterdam under the symbol “TKWY” since September 2016.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

The governance structure of Just Eat Takeaway.com N.V., a company organised under Dutch law, as embedded in the Company’s Articles of association, Charter of the Management Board and Charter of the Supervisory Board, each as per 31 December 2021 is set out in this section. In 2021, the Company was the ultimate parent company of Just Eat Takeaway.com.

Information about our current Articles of association, Charter of the Management Board, and Charter of the Supervisory Board can be found on the Company’s corporate website.

The Company has a two-tier board structure, consisting of a Management Board and a Supervisory Board, who are collectively responsible for the corporate governance structure of Just Eat Takeaway.com.

Pursuant to article 2.2 of the Articles of association, the Company’s purposes are:

•	to incorporate, participate in and conduct the management of other companies and enterprises;
•	to render administrative, technical, financial, economic or managerial services to other companies, persons and enterprises;
•	to acquire, dispose of, manage and utilise real property, personal property and other goods, including patents, trademark rights, licences, permits and other industrial property rights;
•	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness and to enter into agreements in connection with aforementioned activities; and to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company, group companies and third parties,

the foregoing whether or not in collaboration with third parties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense of the words.

Pursuant to the Articles of association and Dutch law, the approval of the Supervisory Board and the General Meeting is required for resolutions of the Management Board regarding a significant change in the identity or nature of the Company or its business enterprise, including in any event to:

•	transfer the business enterprise or practically the entire business enterprise to a third party;
•	conclude or cancel any long-lasting cooperation by the Company or a Company subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that the cooperation or the cancellation of that cooperation is of essential importance to the Company; and
•	acquire or dispose of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets according to the consolidated balance sheet with explanatory notes to that balance sheet according to the last adopted annual accounts of the Company, by the Company or a Company subsidiary.

In addition, the Listing Rules set out requirements for the Company’s shareholders to approve: (i) certain larger “significant” transactions which exceed certain “class test” ratios (commonly referred to as “Class 1 transactions”); (ii) certain indemnity and break fee arrangements; and (iii) certain larger “related party” transactions. Companies with a premium listing on the UK Official List must also comply with the requirements of Listing Rule 10.5 (Class 1 requirements) in relation to a “reverse takeover.”

Management Board

Powers, responsibilities and functioning

The Management Board’s responsibilities include, among other things, defining and attaining Just Eat Takeaway.com’s objectives, determining our strategy and risk management policy and day-to-day management of Just Eat Takeaway.com’s operations, subject to the supervision of the Supervisory Board. In performing its duties, the Management Board is guided by the interests of the Company, Just Eat Takeaway.com and its business. The Management Board must establish a position on the relevance of long-term value creation for the Company and its business and take into account relevant stakeholder interests (including our shareholders). The Management Board conducts an annual performance review to identify any specific training or educational needs for each member.

The Management Board shall provide the Supervisory Board in good time with all information necessary for the exercise of the duties of the Supervisory Board. The Management Board is required to inform the Supervisory Board in writing of the main features of the strategic policy, the general and financial risks and the management and control systems of the Company, at least once per year. The Management Board must submit certain important decisions to the Supervisory Board and/or the General Meeting for their approval, as described in more detail below.

Composition, appointment and removal

The Articles of association and the Charter of the Management Board provide that the Management Board shall have two or more members and that the Supervisory Board will determine the exact number of Managing Directors. One of the Managing Directors shall be appointed as CEO and one as CFO. The Supervisory Board may grant other titles to other Managing Directors, if appointed.

As at 31 December 2021, the Management Board consisted of three Managing Directors: the CEO, the CFO and the COO. Following the completion of the Grubhub Acquisition on 15 June 2021, the Management Board was increased to four members. On 8 October 2021, it was announced however that Matt Maloney decided to step down to pursue other opportunities. Following Matt Maloney’s resignation as per 1 December 2021, the Management Board comprises three Managing Directors.

Managing Directors are appointed by the General Meeting. If a Managing Director is to be appointed, the Supervisory Board will make a binding nomination. The nomination must be included in the notice of the General Meeting at which the appointment will be considered. If no nomination has been made by the Supervisory Board within 60 days after a request by the Management Board, this must be stated in the notice and the Management Board will make a non-binding nomination. If no such nomination has been made by the Management Board, this must also be stated in the notice and the General Meeting may appoint a Managing Director at its discretion.

The General Meeting can vote to disregard the binding nomination of the Supervisory Board, provided that such vote is passed by an absolute majority that represents at least one-third (1/3) of the issued share capital of the Company. If the General Meeting votes to disregard the binding nomination of the Supervisory Board, a new General Meeting will be convened, and the Supervisory Board will make a new binding nomination. For the avoidance of doubt, a second General Meeting as referred to in Dutch law cannot be convened in respect hereof.

The Supervisory Board may propose the suspension or dismissal of a Managing Director to the General Meeting. If this is the case, the resolution is adopted by an absolute majority without a quorum required. In all other cases, the General Meeting may only suspend or dismiss a Managing Director with an absolute majority of the votes cast, representing more than one third (1/3) of the issued share capital.

The Supervisory Board may also at any time suspend (but not dismiss) a Managing Director. A General Meeting must be held within three months after the suspension of a Managing Director has taken effect, during which a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three months, taking into account the majority and quorum requirements described above. The suspended Managing Director must be given the opportunity to account for his or her actions at that meeting. If no such resolution is adopted, or the General Meeting has not resolved to dismiss the Managing Director, the suspension will cease after the period of suspension has expired.

Term of appointment

A Managing Director shall be appointed for a term up to, at the latest, the end of the Annual General Meeting held in the year following the year of appointment. However, the term of appointment of a Managing Director shall not end for as long as such resignation would result in no Managing Director being in office.

All Managing Directors were reappointed at the AGM on 12 May 2021.

The re-election of the current Managing Directors will be proposed at the 2022 AGM.

Employment, Service and Severance Agreements

The three Managing Directors each have a service agreement with the Company. The terms and conditions of these service agreements are governed by Dutch law. The contractual severance arrangements of the Managing Directors provide for compensation for the loss of income resulting from a termination of the service agreement at the initiative of the Company. In that situation, the gross severance payment is equal to the sum of the six-month gross fixed base fee of the respective Managing Director.

Meetings and decisions

The Management Board shall meet whenever requested by a Managing Director. Pursuant to the Charter of the Management Board, the Managing Directors shall endeavour to achieve that Management Board resolutions are adopted unanimously as much as possible. Where unanimity cannot be reached and Dutch law, the Articles of association or the Charter of the Management Board do not prescribe a larger majority, resolutions of the Management Board are adopted by an absolute majority of the votes cast. In case of a tie in votes, the resolution will be adopted by the Supervisory Board, unless there are more than two Managing Directors entitled to vote, in which case the CEO shall have a casting vote.

Management Board decisions can also be adopted without holding a meeting, provided those resolutions are adopted in writing or in a reproducible manner by electronic means of communication and all Managing Directors entitled to vote have consented to adopting the resolutions outside a meeting.

Resolutions of the Management Board regarding a significant change in the identity or nature of the Company or its business require the approval of the Supervisory Board and of shareholders in a General Meeting.

Pursuant to the Articles of association and the Charter of the Management Board, the Management Board shall obtain the approval of the Supervisory Board for a number of resolutions which concern, among others:

•	the operational and financial objectives of Just Eat Takeaway.com;
•	the strategy designed to achieve those objectives;
•	the parameters to be applied in relation to the strategy, for example in respect of the financial ratios;
•	the aspects of corporate social responsibility relevant to the activities of Just Eat Takeaway.com;
•	the issue or grant of rights to subscribe for and acquisition of shares in the capital of the Company;
•	entering into credit facilities and/or loan agreements or obligations of any kind or nature, in each case if the relevant principal amount exceeds €100 million;
•	a proposal to amend the Articles of association or the Charter of the Management Board;
•	a proposal to dissolve the Company;
•	an application for bankruptcy or for suspension of payments; and
•	the termination of the employment of a substantial number of employees of Just Eat Takeaway.com at the same time or within a short period of time.

Conflict of interest

Managing Directors must report any (potential) conflict of interest to the Chair of the Supervisory Board and the other members of the Management Board immediately. The Supervisory Board shall decide whether a conflict of interest exists.

The Managing Director who has a (potential) conflict of interest shall not participate in discussions and decision-making on a subject or transaction in relation to which he has a conflict of interest with the Company.

When the conflict relates to the CEO, the relevant resolution can be adopted without the CEO’s vote. Decisions to enter into transactions in which there are conflicts of interest with one or more Managing Directors require the approval of the Supervisory Board if they are of material significance to the Company or to the relevant Managing Directors.

During 2021, no such conflicts of interest were reported.

Supervisory Board

Powers, responsibilities and functioning

The Supervisory Board supervises the policies created and rolled out by the Management Board and the general affairs of the Company and its business enterprise. In so doing, the Supervisory Board also focuses on the effectiveness of Just Eat Takeaway.com’s internal risk management and control systems and the integrity and quality of the financial reporting. The Supervisory Board also provides advice to the Management Board. In performing its duties, the Supervisory Directors are required to be guided by the interests of the Company and its business enterprise, taking into consideration the interests of Just Eat Takeaway.com’s stakeholders. The Supervisory Board must also observe the responsible business issues that are relevant to the Company.

Composition, appointment and removal

The Articles of association provide that the Supervisory Board shall consist of at least three Supervisory Directors, with the exact number of Supervisory Directors to be determined by the Supervisory Board. Only natural persons (not legal entities) may be appointed. The General Meeting appoints the Supervisory Directors upon a binding nomination by the Supervisory Board.

The Articles of association also stipulate that one Supervisory Director shall be appointed upon a binding nomination by Gribhold until the date it becomes public information by means of the AFM register that Gribhold holds less than 10% of the Company’s issued share capital. With the completion of the Grubhub Acquisition, the shareholding of Gribhold diluted and fell below that threshold and, as a result, Gribhold no longer has the right to provide the binding nomination for the appointment of a Supervisory Director as per 15 June 2021.

The General Meeting may at any time overrule the binding nomination by an absolute majority of the votes cast, representing more than one third (1/3) of the issued share capital. Should the General Meeting overrule the binding nomination, a new meeting shall be convened and the party who made the initial binding nomination shall make a new binding nomination. A second general meeting as referred to under Dutch law cannot be convened in respect hereof.

The nomination must be included in the notice of the General Meeting at which the appointment will be considered. If a nomination has not been made, this must be stated in the notice of the General Meeting and the General Meeting may appoint a Supervisory Director at its discretion.

The Supervisory Board has drawn up a profile for its size and composition, taking into account the nature of Just Eat Takeaway.com’s business activities and addressing:

i.	the desired expertise and background of the Supervisory Directors;
ii.	the desired diverse composition of the Supervisory Board;
iii.	the size of the Supervisory Board; and
iv.	the independence of the Supervisory Directors.

The profile of the Supervisory Board can be found on the Company’s corporate website.

The Supervisory Board may propose to the General Meeting to suspend or dismiss a Supervisory Director. If this is the case, the resolution is adopted by an absolute majority without a quorum required. In all other cases, the General Meeting may only suspend or dismiss a Supervisory Director with an absolute majority of the votes cast, representing more than one third (1/3) of the issued ordinary share capital.

A General Meeting must be held within three months after suspension of a Supervisory Director has taken effect, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another two months. The suspended Supervisory Director must be given the opportunity to account for his or her actions at that meeting. If neither such resolution is adopted nor the General Meeting has resolved to dismiss the Supervisory Director, the suspension will cease after the period of suspension has expired.

Term of appointment

A Supervisory Director shall be appointed for a term up to at the latest the end of the Annual General Meeting held in the year following the year of (re-)appointment at the latest. However, the term of appointment of a Supervisory Director shall not end for as long as such resignation would result in no Supervisory Directors being in office.

All Supervisory Directors were reappointed at the AGM on 12 May 2021, including David Fisher. However, the resolution regarding Mr. Fisher's appointment had a significant number (20%) of votes cast against it. The Management Board and the Investor Relations department engaged with our shareholders and the Company believes that certain shareholders voting against this resolution relied on an initially incorrect publication by a leading governance agency stating that Mr. Fisher may be ‘over-boarded’ upon his reappointment (even though this publication was later correct and converted into a “FOR” recommendation).

Corinne Vigreux was reappointed at the binding nomination of Gribhold, whose right for making a binding nomination for one Supervisory Director ended with the completion of the Grubhub Acquisition on 15 June 2021.

The Dutch Corporate Governance Code generally limits the total term of office of supervisory directors to a term of eight years but also recognises that reappointment after an eight year term may be desired. In the case of a reappointment after eight years (or more), reasons for the reappointment will have to be given in the Supervisory Board report for the relevant year(s) in question. The Supervisory Board has a rotation plan with the different anticipated dates of retirement for each of the Supervisory Directors assuming that the Supervisory Directors are nominated and re-appointed each year and would serve a period of eight years. This rotation plan is available at the Company's corporate website.

The re-election of the Supervisory Directors, other than Gwyn Burr, will be proposed at the 2022 Annual General Meeting. Gwyn has informed the Company that she will not be available for reappointment at the 2022 AGM.

Employment, Service and Severance Agreements

The relationship between the Company and each of the Supervisory Directors is governed by a letter of appointment, which is governed by Dutch law. These letters do not contain any severance provisions. For Information regarding the compensation of the Supervisory Directors, please see “Item 6.B Compensation—Compensation package of the Supervisory Board" above.

Meetings and decisions

The Supervisory Board shall meet at least four times a year and whenever one or more Supervisory Directors or Managing Directors request a meeting. Unless the Supervisory Board decides otherwise, Managing Directors will attend Supervisory Board meetings, except where meetings concern matters including board evaluations, the profile of the Supervisory Board, and conflicts of interest. Meetings of the Supervisory Board are generally held at the Company’s offices but may also be held elsewhere. During the year ended 31 December 2021, these meetings were held remotely to ensure compliance with relevant Covid-19 related measures and to ensure the safety of the directors during the Covid-19 pandemic. In 2021, only one meeting took place in Amsterdam face-to-face.

According to the Charter of the Supervisory Board, resolutions of the Supervisory Board can only be adopted in a meeting at which at least half of the Supervisory Directors entitled to vote are present or represented. The Supervisory Directors shall endeavour to achieve that resolutions are adopted unanimously as much as possible. Where unanimity cannot be reached and the Dutch law, the Articles of association or the Charter of the Supervisory Board do not prescribe a larger majority, resolutions of the Supervisory Board are adopted by a majority vote. In the event of a tie vote, the proposal shall be rejected.

The Supervisory Board may also adopt resolutions outside a meeting with due observance of the Charter of the Supervisory Board.

Conflict of interest

Supervisory Directors (other than the Chair) must report any (potential) conflict of interest to the Chair of the Supervisory Board immediately. If the (potential) conflict of interest involves the Chair of the Supervisory Board, it must be reported to the Vice-Chair of the Supervisory Board. The Supervisory Board shall decide whether a conflict of interest exists.

The Supervisory Director who has a (potential) conflict of interest shall not participate in discussions and decision-making on a subject or transaction in relation to which the Supervisory Director has a conflict of interest with the Company. Decisions to enter into transactions under which members of the Supervisory Board have conflicts of interest that are of material significance to the Company and/or to the relevant member(s) of the Supervisory Board, require the approval of the Supervisory Board.

During 2021, no such conflicts of interest were reported.

Supervisory Board Committees

Establishing committees does not diminish the responsibility of the Supervisory Board and the Supervisory Directors for obtaining information and forming an independent opinion. The committees cannot adopt resolutions on behalf of the Supervisory Board. Their meetings are subject to the same requirements as for Supervisory Board meetings and each committee informs the Supervisory Board of its deliberations and findings, and on matters including their duties and composition and items discussed during committee meetings. Additionally, the Audit Committee informs the Supervisory Board of the results of the annual statutory audit.

As per 31 December 2021, the Supervisory Board had two committees in place: an Audit Committee and a combined Remuneration & Nomination Committee. Each committee consists of at least three members, who are appointed by the Supervisory Board. A member of each committee shall be appointed as its Chair, provided they are not the Chair of the Supervisory Board or a former Managing Director.

Audit Committee

As set out in the Audit Committee Charter, the Audit Committee prepares the Supervisory Board’s decision-making regarding the supervision of the integrity and quality of Just Eat Takeaway.com’s financial reporting and the effectiveness of the Company’s internal risk management and control systems. The Audit Committee monitors the Management Board in matters relating to relations with auditors, funding, information technology, cybersecurity, and tax. The Audit Committee’s responsibilities also include oversight of the internal audit function, monitoring the financial reporting process and internal control systems, and determining the selection process for the external auditor and its independence.

As per 31 December 2021, the Audit Committee had the following members: David Fisher (Chair), Adriaan Nühn, Ron Teerlink and Gwyn Burr.

The Governance Rules require all members of the Audit Committee to be independent, and at least one member of the Audit Committee must have recent and relevant financial experience. The Audit Committee as a whole shall have competence relevant to the sector in which the Company operates. Each of the members of the Audit Committee qualifies as being independent and the Audit Committee has sufficient competence in accordance with the Governance Rules.

With reference to meetings of the Audit Committee, the internal auditor and the external auditor, unless the Audit Committee decides otherwise, and the CEO may attend meetings at the invitation of the Audit Committee.

Remuneration & Nomination Committee

As set out in the he Remuneration & Nomination Committee Charter, t he Remuneration & Nomination Committee prepares the Supervisory Board’s decision-making regarding, among others, the remuneration of the Managing Directors, selection criteria and appointment procedures for Managing and Supervisory Directors, assessment of the composition and performance of the Supervisory Board and Management Board, and drafting the Company’s diversity policy for the composition of the Management Board and the Supervisory Board.

As per 31 December 2021, the Remuneration & Nomination Committee had the following members: Gwyn Burr (Chair), Adriaan Nühn and Corinne Vigreux. All members of the Remuneration & Nomination Committee are independent.

Indemnification

The terms of the Management Board’s and Supervisory Board’s indemnification are provided in the Articles of Association. Third party directors’ and officers’ liability insurance was in place for all Managing Directors and Supervisory Directors throughout 2021 and is also currently in place.

Diversity

As set out in the diversity policy drawn up by it, the Supervisory Board aims for a diverse composition in respect of, and shall therefore strive for a fair balance between, nationality, experience, expertise, education, culture, gender, age and work background of its members. This is also reflected in the Company's Supervisory Board profile.

When nominating a candidate for appointment the qualifications (such as expertise and experience) of the candidate and the specific requirements for the position to be filled shall prevail; nevertheless, the Supervisory Board strives to have at least 30% female and 30% male membership.

As at 31 December 2021, the Supervisory Board consisted of seven members, five male and two female. Although the company strives for a diverse Management Board and Supervisory Board, as a consequence of mergers and acquisitions the current composition is currently not in conformity with the desired gender balance. In respect of new appointments, the Supervisory Board will only nominate female candidates for appointment to the Supervisory Board until 30% of the Supervisory Board is female.

As also set out in its diversity policy, the Supervisory Board pays great value to diversity in the composition of the Management Board. In particular it strives to have members with a background (nationality, work experience, skills or otherwise) that is diverse and relevant for the sector and the principal countries where Just Eat Takeaway.com has a presence. In addition, and although challenging in the Company’s business, the Company strives to have a Management Board consisting of at least 30% male and at least 30% female members. Nevertheless, other factors such as age and education should also be taken into account. Similarly, Just Eat Takeaway.com strives for a diverse composition of its senior management.

When nominating a candidate for appointment, the qualifications (such as expertise and experience) of the candidate and the specific requirements for the position to be filled shall prevail.

As at 31 December 2021, the Management Board consists of three members, all male. The Supervisory Board will take the balanced composition requirements into account when nominating and selecting new candidates for the Supervisory Board and the Management Board. However, the Supervisory Board is of the opinion that gender is only one element of diversity, and that experience, background, knowledge, skills and insight are equally important and relevant criteria in selecting new members.

Insider Dealing Policy

The Company has an insider dealing policy, which was applied throughout Just Eat Takeaway.com. Everyone involved with Just Eat Takeaway.com is responsible for keeping inside information confidential. If a person is in possession of inside information, they should not deal in Just Eat Takeaway.com’s securities (shares, CDIs, ADSs, options or convertible bonds).

Under the Company’s insider dealing policy and in accordance with Applicable Laws, the Supervisory Board and Management Board may not deal in the Company’s securities during a closed period, regardless of whether they possess inside information. The Company’s closed periods are:

•	The periods of at least two months immediately prior to the publication of Just Eat Takeaway.com’s annual results and at least 30 calendar days prior to the publication of Just Eat Takeaway.com’s half-yearly financial report; and
•	The period of approximately three weeks prior to the publication of Just Eat Takeaway.com’s interim trading updates.

Just Eat Takeaway.com employees and third-party consultants may generally also not deal in the Company’s securities if and as long as they are included on the Company’s insider list.

The Management Board established a disclosure committee to establish and maintain disclosure controls and procedures in respect of inside information. In 2021, this committee consisted of the Managing Directors, the VP investor relations and the company secretary.

Dividend policy

The Company intends to retain any future distributable profits to expand the growth and development of Just Eat Takeaway.com’s business and, therefore, does not anticipate paying any dividends to shareholders in the foreseeable future.

In case of a potential dividend distribution, dividends will be payable no later than 30 days after the date when they were declared, unless the Management Board determines a different date. Dividends which have not been claimed upon the expiry of five years and one day after the date when they became payable will be forfeited to the Company and be carried to the Company’s reserves.

Uncollected Dividends

A claim for any declared dividend and other distributions lapses five years and one day after the date on which those dividends or distributions became payable. Any dividend or distribution that is not collected within this period will be considered to have been forfeited to Just Eat Takeaway.com and shall be added to the reserves.

General Meeting

General Meetings must be held at least once a year and generally take place in Amsterdam. General Meetings are convened by the Management Board or Supervisory Board by convocation placed on the Company’s corporate website.

The agenda for the Annual General Meeting will at least include the discussion of substantial change in the corporate governance structure of the Company (if any), the adoption of the annual report, and, if applicable, the allocation of the result. In addition, the agenda shall include such items as have been included therein by the Management Board, the Supervisory Board or shareholders (with due observance of Dutch law.

In addition to the Annual General Meeting, extraordinary General Meetings may be held as often as the Management Board or the Supervisory Board deem desirable. In addition, one or more shareholders, who solely or jointly represent at least one-tenth of the issued capital, may request that a General Meeting be convened, the request setting out in detail matters to be considered.

Each shareholder may normally attend the General Meeting, address the General Meeting and exercise voting rights pro rata to his or her shareholding, either in person or by proxy. Shareholders may exercise these rights, if they are the holders of shares on the record date as required by Dutch law, which is currently the 28th day before the day of the General Meeting, and they or their proxy have notified the Company of their intention to attend the General Meeting in writing or by any other electronic means that can be reproduced on paper at the address and by the date specified in the notice of the General Meeting.

Capital structure

As at 31 December 2021, the authorised capital of the Company amounted to €16,000,000 and is divided into four hundred million (400,00,000) shares, with a nominal value of €0.04 each.

On 31 December 2021, the issued capital amounted to €8,504,848.00 divided into 212,621,200 ordinary shares, of which 688,434 shares were held by STAK to fulfil potential future obligations under various share-based payment plans. All the ordinary shares have equal voting rights (one share, one vote) and equal rights to profits, surplus assets after the liquidation of the Company and dividend rights.

Voting rights

Each share confers the right to cast one vote in the General Meeting. Subject to certain exceptions provided by Dutch law or the Articles of association, resolutions of the General Meeting are passed by an absolute majority of votes cast. Pursuant to Dutch law, no votes may be cast at a General Meeting in respect of shares that are held by the Company or any of its subsidiaries. As at 31 December 2021, the Company nor any of its subsidiaries held any own shares.

Transfer of shares

Shares can be transferred by a deed executed for that purpose and, save in the event that the Company itself is a party to the transaction, written acknowledgement by the Company of the transfer. Service of notice of the transfer deed or of a certified notarial copy or extract of that deed on the Company is the equivalent of acknowledgement as stated in this paragraph.

The transfer of rights a shareholder holds with regard to shares included in a giro depot (girodepot) or collective depot (verzameldepot) (both as referred to in the Dutch Act on Securities Transactions by Giro (Wet giraal effectenverkeer) (the “Wge”)) must take place in accordance with the provisions of the Wge.

There are no restrictions on the transferability of shares in the Articles of association.

Restrictions on transfer of shares

As at 31 December 2021, the Company was not aware of the existence of any agreement pursuant to which the transfer of ordinary shares in the share capital of the Company was restricted.

Issuance of shares

The General Meeting, or the Management Board subject to approval by the Supervisory Board to the extent so authorised by the General Meeting for a specific period, may resolve to issue shares. The General Meeting is only authorised to resolve to issue shares upon the proposal of the Management Board and subject to the approval of the Supervisory Board. This also applies to the granting of rights to subscribe for shares, such as options, but is not required for an issue of shares pursuant to the exercise of a previously granted right to subscribe for shares. An authorisation as referred to above will be irrevocable unless otherwise stipulated and will each time only be valid for a fixed term of no more than five years and may each time only be renewed for a maximum period of five years. The Company may not subscribe for its own shares on issue.

On 12 May 2021, the General Meeting resolved to irrevocably authorise the Management Board to, subject to approval by the Supervisory Board, resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares in the capital of the Company. This authorisation of the Management Board (that was split between a period before the completion of the Grubhub Acquisition and a period after the completion of such acquisition) with respect to the issue of ordinary shares and / or granting of rights to acquire ordinary shares is:

until the completion of the Grubhub Acquisition limited to: (i) 14,881,554 (rights to acquire) ordinary shares (representing 10%) for general corporate purposes as well as in connection with or on the occasion of mergers, acquisitions and/or strategic alliances and (ii) 3,720,388 (rights to acquire) ordinary shares (representing 2.5%) in connection with one or more incentive plans for Managing Directors, senior management and/or other employees; and
as of the completion of the Grubhub Acquisition limited to: (i) 38,211,258 (rights to acquire) ordinary shares (representing 10%) for general corporate purposes as well as in connection with or on the occasion of mergers, acquisitions and/or strategic alliances and (ii) 9,552,814 (rights to acquire) ordinary shares (representing 2.5%) in connection with one or more incentive plans for Managing Directors, senior management and/or other employees,

all to be valid for 15 months as of 12 May 2021, ending on 12 August 2022.

Pre-emptive rights

Upon issue of shares in the capital of the Company or grant of rights to subscribe for shares, each shareholder shall have a pre-emptive right in proportion to the aggregate nominal amount of his or her ordinary shares in the capital of the Company. Shareholders do not have pre-emptive rights in respect of shares issued against contribution in kind, shares issued to the Company’s employees or shares issued to persons exercising a previously granted right to subscribe for shares.

Pre-emptive rights may be limited or excluded by a resolution of the General Meeting upon the proposal of the Management Board and subject to the approval of the Supervisory Board. The Management Board, subject to approval by the Supervisory Board, is authorised to resolve on the limitation or exclusion of the pre-emptive right if and to the extent the Management Board has been designated by the General Meeting to do so. The designation will only be valid for a specific period, in each case not exceeding five years. Unless provided otherwise in the designation, the designation cannot be cancelled. A resolution of the General Meeting to limit or exclude the pre-emptive rights or a resolution to designate the Management Board as described above requires a two-thirds majority of the votes cast if less than half of the issued share capital is represented at a General Meeting.

Pursuant to a resolution of the General Meeting adopted on 12 May 2021, the Management Board has been, subject to the approval of the Supervisory Board, irrevocably authorised by the General Meeting to resolve to restrict and/or exclude statutory pre-emptive rights in relation to the issuances of shares in the capital of the Company or the granting of rights to subscribe for ordinary shares. The aforementioned authorisation of the Management Board is:

until the completion of the Grubhub Acquisition limited to: 14,881,554 (rights to acquire) ordinary shares (representing 10%) for general corporate purposes and on the occasion of mergers, acquisitions and/or strategic alliances; and
as of the completion of the Grubhub Acquisition limited to: 38,211,258 (rights to acquire) ordinary shares (representing 10%) for general corporate purposes and on the occasion of mergers, acquisitions and/or strategic alliances, all to be valid for 15 months as of 12 May 2021, ending on 12 August 2022.

Remuneration policies

Amendments to the remuneration policies for the Management Board and Supervisory Board, along with supplements to these remuneration policies in respect of certain Managing Directors or Supervisory Directors, are presented to the General Meeting for approval.

Acquisition of own shares

The Company may acquire fully paid-up shares in its own share capital at any time for no consideration (om niet) or, subject to Dutch law and the Company’s Articles of association, if: (i) the distributable part of the shareholders’ equity is at least equal to the total purchase price of the repurchased shares; (ii) the aggregate nominal value of the shares that the Company acquires, holds or holds as pledge or that are held by a subsidiary does not exceed 50% of the issued share capital; and (iii) the Management Board has been authorised by the General Meeting to repurchase shares. As part of the authorisation, the General Meeting must specify the number of shares that may be acquired, the manner in which the shares may be acquired and the price range within which the shares may be acquired. No authorisation from the General Meeting is required for the acquisition of fully paid-up shares for the purpose of transferring these shares to the employees of the Company pursuant to any share option plan, provided that such shares are quoted on the official list of any stock exchange.

Pursuant to a resolution by the General Meeting adopted on 12 May 2021, the Management Board, subject to approval by the Supervisory Board, has been authorised to resolve to acquire fully paid-up shares. Such authorisation of the Management Board is limited to 10% of the issued ordinary shares and is valid for 18 months from 12 May 2021, therefore ending on 12 November 2022.

Shares may be acquired at the stock exchange or otherwise, at a price between the nominal value and the higher of (i) an amount equal to 5% above the average market value for the Company’s shares for the five business days immediately preceding the day on which the share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue on which the purchase is carried out.

No voting rights may be exercised in the General Meeting with respect to any share or depositary receipt for such share held by the Company or by a subsidiary, and no payments will be made on shares the Company holds in its own share capital.

The Management Board is authorised to dispose of the Company’s own shares held by it.

Amendment of the Articles of association

The General Meeting may resolve to amend the Articles of association upon the proposal of the Management Board which is subject to the approval of the Supervisory Board. A proposal to amend the Articles of association must be included in the agenda for the relevant General Meeting. A copy of the proposal, containing the verbatim text of the proposed amendment, must be lodged with the Company for the inspection of every shareholder until the end of the General Meeting.

For information about shareholders’ notification requirements under Applicable Laws regarding their holding in the Company, please see “Item 7.A Major Shareholders”.

C. MATERIAL CONTRACTS

Note 22 ("Borrowings ") of the financial statements, which form part of this annual report, contains a description of the Convertible Bond 2019, Convertible Bond 2020, Tranche A Convertible Bonds 2021, Tranche B Convertible Bonds, the Just Eat Revolving Facility, the Grubhub Senior Notes and the Bank loan. The Company is also part to a relationship agreement with Delivery Hero SE (Delivery Hero)

Delivery Hero Relationship Agreement

As part of the acquisition by the Company and Takeaway.com Group B.V. of the Acquired German Businesses, the Company and Delivery Hero have entered into a relationship agreement for a period ending on the later of (i) seven years after completion of the Acquired German Businesses on 1 April 2019 and (ii) the date on which Delivery Hero no longer holds any shares in the Company.

Certain key terms and conditions of the Relationship Agreement are described below.

Pursuant to the Relationship Agreement, following the completion of Acquired German Businesses, Delivery Hero had the right to designate one person for appointment to the Supervisory Board (provided that such person is independent), who would be a member of the audit committee of the Supervisory Board (if installed). The right to designate a person for appointment to the Supervisory Board expired on the date that Delivery Hero held less than 9.99% of the Company’s issued and outstanding share capital, and the designated Supervisory Director had an obligation to resign as of the first General Meeting that was convened thereafter.
In addition, the parties have agreed to a standstill period of four years following the completion of the Acquired German Businesses transaction, during which time Delivery Hero and its subsidiaries, with certain exceptions (including a right to prevent dilution of Delivery Hero’s shareholding in the Company after any dilution in connection with (re)financing the cash consideration of the German Businesses Acquisition), shall, in particular, not directly or indirectly in any way effect or cause to effect any increases in their shareholding in the Company through any financial instruments or related derivative securities.
During the standstill period, Delivery Hero and its subsidiaries may sell, transfer and otherwise dispose of any Company financial instruments held by them, but may not make such a disposal to certain restricted parties active in the online food delivery industry.
During the standstill period and up to three years after that period, Delivery Hero may only vote up to a limited number of shares in respect of any proposal relating to (i) mergers, acquisitions, divestments, or sales or purchases of any assets, including the financing thereof, (ii) any proposal pursuant to Section 2:107a Dutch Civil Code and (iii) any issue of financial instruments (or any exclusion or amendment of any pre-emptive rights in relation thereto) by the Company or its affiliates if such issue (a) relates to an item under (i), or (b) is required by the financial position of the Company. In case of a conflict of interest on such matters, Delivery Hero may not vote at all. If Delivery Hero has announced a public offer for the Company in accordance with the following two paragraphs of this section, or if Delivery Hero has declared an offer in accordance with the last paragraph of this section unconditional, the voting restrictions set out in this paragraph cease to be effective.
If, during the standstill period, a recommended public offer for the Company is announced, Delivery Hero may submit a proposal to the Supervisory Board to make a public offer for the Company. If the Supervisory Board determines that the proposal is superior, it will allow Delivery Hero to make such superior offer within 10 business days thereafter.
If, during the standstill period, an unsolicited public offer for the Company is announced, Delivery Hero may submit a proposal to the Supervisory Board to make a public offer for the Company if it is allowed to do so by the Supervisory Board (in its sole discretion, acting in good faith and in compliance with its fiduciary duties). If the Supervisory Board determines that the proposal is superior, it will allow Delivery Hero to make such superior offer within 10 business days thereafter.
After the standstill period, Delivery Hero (i) may only make a public offer for the Company if such offer at least contains, as a condition precedent to declaring such offer unconditional (gestand doen), which condition may only be waived by Delivery Hero with the prior approval of the Supervisory Board, a minimum acceptance level threshold of at least 67%, and (ii) may not trigger any applicable obligation to make a mandatory offer pursuant to article 5:70 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) for all shares in the Company.

D. EXCHANGE CONTROLS

Under Dutch law, subject to the 1977 Sanction Act (Sanctiewet 1977) or otherwise by international sanctions, there are no exchange control restrictions on investments in, or payments on, shares (except as to cash amounts). There are no special restrictions in the Articles of association or Dutch law that limit the right of the Company’s shareholders, who are not citizens or residents of the Netherlands, to hold or vote on the Company’s shares.

E. TAXATION

Material Dutch Tax Consequences

This section outlines the Dutch tax consequences of the holding and disposal of the Company’s shares. The Dutch tax consequences of the holding and disposal of the Company’s ADSs are the same as the Dutch tax consequences of the holding and disposal of the Company’s shares. Any reference in this section made to the Company shares should be deemed to include a reference to the Company’s ADS.

It does not present a comprehensive or complete description of all aspects of Dutch tax law which could be relevant to a Company’s shareholder.

For Dutch tax purposes, a Company’s shareholder may include an individual or entity not holding the legal title to the Company’s shares, but to whom, or to which, the Company’s shares are, or the income from the Company’s shares is, nevertheless attributed based either on this individual or entity owning a beneficial interest in the Company’s shares or on specific statutory provisions. These include statutory provisions attributing Company’s shares to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds the Company’s shares.

This section is intended as general information only and the Company’s shareholder should consult their own tax adviser regarding the tax consequences of any acquisition, holding or disposal of the Company’s shares.

This section is based on Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date of this Annual Report, including the tax rates applicable on that date, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect. This section does therefore not take into account the amendments to the Withholding Tax Act 2021 introducing an additional conditional Dutch withholding tax for dividend distributions to low-tax jurisdictions and in abusive situations (Wet invoering conditionele bronbelasting op dividenden) as these amendments are not yet in effect as of the date of this Annual Report. Once these amendments become effective on 1 January 2024 as announced, dividends paid to certain entities considered related to the Company may be subject to an additional Dutch withholding tax equal to the highest corporate income tax rate at the time of the dividend payment.

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

In this section any reference to EU member states should be construed as not including the United Kingdom.

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

This section does not describe any Dutch tax considerations or consequences that may be relevant where a Company’s shareholder:

is an individual and such individual’s income or capital gains derived from the Company’s shares are attributable to employment activities, the income from which is taxable in the Netherlands;
has a substantial interest (aanmerkelijk belang) or a fictitious substantial interest (fictief aanmerkelijk belang) in the Company within the meaning of chapter 4 of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001). Generally, a Company’s shareholder or , as applicable, has a substantial interest in the Company if the Company’s shareholder, alone or – in case of an individual – together with a partner for Dutch tax purposes, or any relative by blood or by marriage in the ascending or descending line (including foster-children) of the Company’s shareholder, owns or holds, or is deemed to own or hold stocks or certain rights to stocks, including rights to directly or indirectly acquire stocks, directly or indirectly representing 5% or more of the Company’s issued capital as a whole or of any class of stocks or profit participating certificates (winstbewijzen) relating to 5% or more of the Company’s annual profits or 5% or more of the Company’s liquidation proceeds;
is an entity that, although it is in principle subject to Dutch corporate income tax under the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) (the “CITA”), is not subject to Dutch corporate income tax or is fully or partly exempt from Dutch corporate income tax (such as a qualifying pension fund as described in section 5 CITA and a tax exempt investment fund (vrijgestelde beleggingsinstelling) as described in Section 6a CITA);
is an investment institution (beleggingsinstelling) as described in Section 28 CITA; or
is required to apply the participation exemption (deelnemingsvrijstelling) with respect to the Company’s shares (as defined in Section 13 CITA). Generally, a Company’s shareholder is required to apply the participation exemption if it is subject to Dutch corporate income tax and it, or a related entity, holds an interest of 5% or more of the nominal paid-up share capital in the Company.

Withholding Tax

A Company’s shareholder is generally subject to Dutch dividend withholding tax at a rate of 15% on dividends distributed by the Company, including dividends distributed on the Company’s shares. Generally, the Company is responsible for the withholding of such dividend withholding tax at source.

Dividends distributed by the Company include, but are not limited to:

distributions of profits in cash or in kind, whatever they be named or in whatever form;
proceeds from the liquidation of the Company or proceeds from the repurchase of the Company’s shares by the Company, other than as a temporary portfolio investment (tijdelijke belegging), in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes;
the par value of the Company’s shares issued to a Company’s shareholder or an increase in the par value of the Company’s shares, to the extent that no related contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and
partial repayment of paid-in capital, that is
- not recognized for Dutch dividend withholding tax purposes, or
- recognized for Dutch dividend withholding tax purposes, to the extent that the Company has “net profits” (zuivere winst), unless (a) the AGM has resolved in advance to make this repayment, and (b) the par value of the Company’s shares concerned has been reduced by an equal amount by way of an amendment to the articles of association of the Company. The term “net profits” includes anticipated profits that have yet to be realised.

Subject to certain exceptions under Dutch domestic law, the Company may not be required to transfer to the Dutch tax authorities the full amount of Dutch dividend withholding tax due in respect of dividends distributed by the Company, if the Company has received a profit distribution from a qualifying foreign subsidiary as described in Section 11 of the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965) (the “DWTA”), which distribution (i) is exempt from Dutch corporate income tax and (ii) has been subject to a foreign withholding tax of at least 5%. The amount that does not have to be transferred to the Dutch tax authorities can generally not exceed the lesser of (a) 3% of the dividends distributed by the Company and (b) 3% of the profit distributions the Company received from a qualifying foreign subsidiaries in the calendar year in which the Company distributes the dividends (up to the moment of this dividend distribution) and the two previous calendar years; further limitations and conditions apply.

If a Company’s shareholder is an individual that is resident or deemed to be resident in the Netherlands or is an individual that is not resident or deemed to be resident in the Netherlands, but for whom dividends distributed by the Company are or income deemed to be derived from the Company's shares is, subject to income tax under the Dutch Income Tax Act 2001, such shareholder is generally entitled to a credit for any Dutch dividend withholding tax against such holder’s Dutch tax liability and to a refund of any residual Dutch dividend withholding tax. Entities that are resident or deemed to be resident in the Netherlands and entities that are not resident or deemed resident in the Netherlands, but for which dividends distributed by the Company are subject to corporate tax under the CITA, can only credit Dutch dividend withholding tax up to the amount of their Dutch corporate income tax liability without taking into account any credit for Dutch dividend withholding tax and gaming tax (kansspelbelasting). To the extent the aggregate of the Dutch dividend withholding tax and gaming tax exceeds the aggregate Dutch corporate income tax liability in respect of the relevant fiscal year, the excess is not refunded, but carried forward to future years subject to restrictions and conditions.

Depending on specific circumstances, a Company’s shareholder resident in a country other than the Netherlands and for whom dividends distributed by the Company are, or income deemed to be derived from the Company's shares is, not subject to tax under the Dutch Income Tax Act 2001 or the CITA may be entitled to exemptions from, reduction of, or full or partial refund of, Dutch dividend withholding tax under Dutch law, EU law, or treaties for the avoidance of double taxation.

A Company’s shareholder that is resident (i) in an EU member state, (ii) in a state that is a party to the Agreement on the European Economic Area (“EEA”) (EU member states, Iceland, Liechtenstein and Norway) or (iii) in a designated third state with which the Netherlands has agreed to an arrangement for the exchange of information on tax matters and for whom dividends distributed by the Company are, or income deemed to be derived from the Company's shares is, not subject to tax under the Dutch Income Tax Act 2001 or the CITA, is entitled to a full or partial refund of Dutch dividend withholding tax incurred in respect of the Company’s shares if the final tax burden in respect of the dividends distributed by Company of a comparable Dutch resident Company’s shareholder is lower than the withholding tax incurred by the non-Dutch resident Company’s shareholder.

The refund is granted upon request, and is subject to conditions and limitations. No entitlement to a refund exists if the disadvantage for the non-Dutch resident Company’s shareholder is entirely compensated in such holder’s state of residence under the provisions of a treaty for the avoidance of double taxation concluded between this state of residence and the Netherlands.

Furthermore, if a Company’s shareholder:

is an entity which is resident in a member state of the EU, or a state that is a party to the EEA, or is a Qualifying Shareholder (as defined below);
is not subject to a profit tax levied by that state; and
would not have been subject to Dutch corporate income tax had the Company’s shareholder been resident in the Netherlands,

this Company’s shareholder will generally be eligible for a refund of Dutch dividend withholding tax on dividends distributed by the Company.

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

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

if the US Shareholder is an exempt pension trust as described in Article 35 of the Treaty or an exempt organization as described in Article 36 of the Treaty, the US Shareholder is entitled to an exemption from Dutch dividend withholding tax;
if the US Shareholder is a company that directly holds at least 80% of the voting power in the Company and certain other conditions are met, the US Shareholder is entitled to an exemption from Dutch dividend withholding tax; and
if the US Shareholder is a company that directly holds at least 10%, but less than 80% of the voting power in the Company, the US Shareholder will be entitled to a reduction of Dutch withholding tax to a rate of 5%.

A US Shareholder that qualifies for an exemption from, or a reduction of, Dutch dividend withholding tax may generally claim (i) an exemption or reduction at source or (ii) a refund, by making the requisite filings within three years after the end of the calendar year in which the Dutch dividend withholding tax was levied.

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

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

a person other than the Company’s shareholder wholly or partly, directly or indirectly, benefits from the dividends;
that other person retains or acquires, directly or indirectly, an interest similar to that in the Company’s shares on which the dividends were paid; and
that other person is entitled to a credit, reduction or refund of Dutch dividend withholding tax that is less than that of the Company’s shareholder.

Taxes on Income and Capital Gains

Residents of the Netherlands

The description of certain Dutch tax consequences in this section is only intended for the following Company’s shareholder:

individuals who are resident or deemed to be resident in the Netherlands for Dutch income tax purposes (“Dutch Resident Individuals”); and
entities or enterprises that are subject to the CITA and are resident or deemed to be resident in the Netherlands for Dutch corporate income tax purposes (“Dutch Resident Corporate Entities”).

Dutch Resident Individuals Engaged or Deemed to be Engaged in an Enterprise or in Miscellaneous Activities

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

an enterprise from which a Dutch Resident Individual derives profits, whether as an entrepreneur (ondernemer) or by being co-entitled (medegerechtigde) to the net worth of this enterprise other than as an entrepreneur or shareholder; or
miscellaneous activities, including activities which are beyond the scope of active portfolio investment activities (meer dan normaal vermogensbeheer).

Dutch Resident Individuals Not Engaged or Deemed to be Engaged in an Enterprise or in Miscellaneous Activities

Generally, the Company’s shares held by a Dutch Resident Individual who is not engaged or deemed to be engaged in an enterprise or in miscellaneous activities, or who is so engaged or deemed to be engaged but the Company’s shares are not attributable to that enterprise or miscellaneous activities, will be subject to an annual Dutch income tax imposed on a fictitious yield on the Company’s shares under the regime for savings and investments (inkomen uit sparen en beleggen).

Irrespective of the actual income or capital gains realised, the annual taxable benefit from a Dutch Resident Individual’s assets and liabilities taxed under this regime, including the Company’s shares, is set at a percentage of the positive balance of the fair market value of these assets, including the Company’s shares, and the fair market value of these liabilities on 1 January each year.

As of 1 January 2022, the percentage increases: (i) from 1.82% over any excess positive balance between EUR 50,650 up to and including EUR 101,300; (ii) to 4.37% over any excess positive balance between EUR 101,300 up to and including EUR 1,013,000; and (iii) to a maximum of 5.53% over any excess positive balance of EUR 1,013,000 or higher.

The percentages under (i) to (iii) will be reassessed each year and the amounts under (i) to (iii) will be adjusted for inflation each year. No Dutch taxation occurs if this positive balance does not exceed a certain threshold (heffingvrij vermogen). The fair market value of assets, including the Company’s shares, and liabilities that are taxed under this regime is measured once in each calendar year on 1 January. The tax rate under the regime for savings and investments is a flat rate of 31% as of 1 January 2022.

Based on a decision by the Dutch Supreme Court of 24 December 2021 (ECLI:NL:HR:2021:1963), taxation under the regime for savings and investments in its current form, as described in the above paragraph, may under specific circumstances contravene Article 1 of the First Protocol to the European Convention on Human Rights (Protection of property) in combination with Article 14 of the European Convention on Human Rights (Protection from discrimination). Holders of the Company's shares are advised to consult their own tax advisor to analyse if such specific circumstances are applicable and if so, how to ensure that tax is levied in accordance with the decision of the Dutch Supreme Court.

Dutch Resident Corporate Entities

Dutch Resident Corporate Entities are generally subject to Dutch corporate income tax at statutory rates up to 25.8% (2022) on any benefits derived or deemed to be derived from the Company’s shares, including any capital gains realised on their disposal.

Non-Dutch Residents

A Company’s shareholder other than Dutch Resident Individuals or Dutch Resident Corporate Entities will not be subject to Dutch taxes on income or capital gains derived from the acquisition, ownership and disposal or transfer of the Company’s shares, other than withholding tax as described above, unless:

the Company’s shareholder derives profits from an enterprise, whether as entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder and this enterprise is fully or partly carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands, to which the Company’s shares are attributable;
the Company’s shareholder is an individual and derives benefits from miscellaneous activities (resultaat uit overige werkzaamheden) carried out in the Netherlands in respect of the Company’s shares, including, without limitation, activities which are beyond the scope of active portfolio investment activities;
the Company’s shareholder is not an individual and is entitled to a share, other than by way of securities, in the profits of an enterprise or a co-entitlement to the net worth of an enterprise which is effectively managed in the Netherlands and to which enterprise the Company’s shares are attributable; or
the Company’s shareholder is an individual and is entitled to a share, other than by way of securities, in the profits of an enterprise which is effectively managed in the Netherlands and to which enterprise the Company’s shares are attributable.

Under certain specific circumstances, Dutch taxation rights may be restricted for non-Dutch residents Company’s shareholders pursuant to treaties for the avoidance of double taxation.

Dutch Gift Tax or Inheritance Tax

No Dutch gift tax or inheritance tax is due in respect of any gift of the Company’s shares by, or inheritance of the Company’s shares on the death of, a Company’s shareholder, unless:

the Company’s shareholder is resident, or is deemed to be resident, in the Netherlands at the time of the gift or death of the Company’s shareholder;
the Company’s shareholder dies within 180 days after the date of the gift of the Company’s shares and was, or was deemed to be, resident in the Netherlands at the time of the Company’s shareholder’s death but not at the time of the gift; or
the gift of the Company’s shares is made under a condition precedent and the Company’s shareholder is resident, or is deemed to be resident, in the Netherlands at the time the condition is fulfilled.

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

Other Taxes and Duties

No other Dutch taxes, including taxes of a documentary nature, such as capital tax, stamp or registration tax or duty, are payable by, or on behalf of, the Company’s shareholder by reason only of the ownership or disposition of the Company’s shares.

Residency

A Company’s shareholder will not become a resident or deemed resident of the Netherlands by reason only of the acquisition, holding, ownership or disposition of the Company’s shares.

Material US tax consequences

Material U.S. Federal Income Tax Consequences

The following discussion is a summary of the anticipated material U.S. federal income tax consequences of the ownership and disposition of the Company’s shares and ADSs by U.S. holders. This discussion is based on the Code, applicable Treasury Regulations, judicial authority and administrative rulings, all as of the date of this annual report on Form 20-F, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. No ruling has been sought from the IRS with respect to any of the U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position.

The U.S. federal income tax consequences of the holding and disposal of the Company’s ADSs are the same as the U.S. federal income tax consequences of the holding and disposal of the Company’s shares. Any reference in this section made to the Company ADSs should be deemed to include a reference to the underlying Company shares.

This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. holder as a result of the ownership and disposition of Company ADSs. This discussion does not take into account the individual facts and circumstances of any particular U.S. holder that may affect the U.S. federal income tax consequences to the U.S. holder, including specific tax consequences to a U.S. holder under an applicable tax treaty. In addition, this discussion does not address any U.S. state or local or any non-U.S. tax considerations, any U.S. federal estate, gift, generation-skipping or alternative minimum tax considerations, the 3.8% Medicare tax on net investment income, or any U.S. federal tax consequences other than U.S. federal income tax consequences.

This discussion assumes that the U.S. holders hold their Company ADSs as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address the consequences to U.S. holders subject to special tax rules, such as:

•	banks, thrifts, mutual funds, financial institutions, underwriters, or insurance companies;
•	real estate investment trusts and regulated investment companies;
•	tax-exempt organisations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;
•	U.S. expatriates and former citizens or residents of the United States;
•	dealers or traders in securities, commodities, or currencies;
•	grantor trusts;
•	S corporations;
•	U.S. holders whose “functional currency” is not the U.S. dollar;
•	U.S. holders who received Company ADSs, through the exercise of options or otherwise as compensation or through a tax-qualified retirement plan;
•	U.S. holders who own or have owned (directly, indirectly, or through attribution) 5% or more of the vote or value of all outstanding Company shares;
•	U.S. holders who own Company ADSs, as part of a straddle, synthetic security, hedge, conversion transaction, or other integrated investment; and
•	U.S. holders that are required to accelerate the recognition of any item of gross income with respect to Company ADSs as a result of such income being recognized on an applicable financial statement.

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

As used in this discussion, a “U.S. holder” means a beneficial owner of Company ADSs, who is for U.S. federal income tax purposes:

•	a citizen or resident of the United States;
•	a corporation or other entity taxable as a corporation created or organised in or under the laws of the United States or any state or political subdivision thereof;
•	a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons with respect to all of its substantial decisions, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; or
•	an estate that is subject to U.S. federal income tax on its income, regardless of source.

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

PLEASE CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF COMPANY ADSS, INCLUDING, WITHOUT LIMITATION, THE APPLICABLE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF COMPANY ADSS.

U.S. Federal Income Tax Consequences to U.S. Holders of Holding Company ADSs

Dividends

Subject to the discussion in “—Material U.S. Federal Income Tax Consequences—U.S. Federal Income Tax Consequences to U.S. Holders of Holding Company ADSs—Passive Foreign Investment Company Rules”, if you are a U.S. holder, any cash distribution paid on Company ADSs out of its current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be included in the gross income as dividend income (without reduction for any Dutch income taxes withheld from the distribution). Because the Company has historically not kept track of, and does not intend to keep track of, its accumulated earnings and profits as determined on the basis of U.S. federal income tax principles, you should expect that any distribution paid will generally be reported as a “dividend” for U.S. federal income tax purposes. Dividends received on Company ADSs by corporate U.S. holders generally will not be eligible for the dividends received deduction under Section 243 of the Code.

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

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

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

Sale or Other Taxable Disposition of Company ADSs

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

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

Passive Foreign Investment Company Rules

In general, a non-U.S. corporation will be a PFIC for any taxable year if (a) 75% or more of its gross income consists of passive income or (b) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. The Company believes that it was not a PFIC in prior taxable years and will not be a PFIC in the current taxable year or in the foreseeable future, but the PFIC test must be applied each year, and it is possible that the Company may become a PFIC in a future year. In the event that, contrary to the Company’s expectation, the Company is classified as a PFIC for any year during which you hold Company ADSs, you would generally be subject to certain adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, the application of additional taxes equal to interest charges generally applicable to underpayments of tax on certain distributions and sales, and additional reporting requirements under U.S. federal income tax laws.

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

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

Information Withholding and Backup Withholding Tax

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

F. DIVIDEND AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers and under those requirements will file reports with the SEC. Those reports may be inspected without charge at the locations described below. As a foreign private issuer under the Exchange Act, the Company is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers. In addition, the Company is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the Management Board and Supervisory Board, officers and principal shareholders are also exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act.

Documents that the Company furnishes or files with the SEC are publicly available on the SEC's website, which contains reports and other information regarding registrants that are required to furnish or file electronically with the SEC. The address of this website is. This annual report on Form 20-F and other information submitted by the Company to the SEC may be accessed through this website.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See Note 25 ("Financial Instruments") of the financial statements, which form part of this annual report.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not applicable.

D. AMERICAN DEPOSITARY RECEIPTS

Fees and Expenses

ADS holders will be required to pay the following service fees to Deutsche Bank Trust Company Americas as depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of their ADSs):

Service		Fees
•	To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other distributions-in-kind of stock, bonus distributions, stock splits or other distributions (except where converted to cash)	Up to $0.05 per ADS issued
•	Surrender or cancellation of ADSs, including the case of termination of the deposit agreement	Up to $0.05 per ADS surrendered or cancelled
•	Distribution of cash dividends	Up to $0.05 per ADS held
•	Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements	Up to $0.05 per ADS held
•	Distribution of ADSs pursuant to exercise of rights	Up to $0.05 per ADS held
•	Depositary services	Up to $0.05 per ADS held on the applicable record date(s) established by the depositary bank

ADS holders will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of their ADSs) such as:


•	Registration fees as may from time to time be in effect for the registration of Just Eat Takeaway.com shares or other deposited securities with the registrar for Just Eat Takeaway.com shares and applicable to transfers of Just Eat Takeaway.com shares or other deposited securities to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals.

•	Expenses for cable, telex and fax transmissions and for delivery of securities.

•	Expenses incurred for converting foreign currency into U.S. dollars.

•	Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs

•	Fees and expenses incurred in connection with the delivery or servicing of Just Eat Takeaway.com shares on deposit.

•	Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit).

•	Any additional applicable fees and penalties incurred by the depositary bank or its affiliates from time to time.

The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank directly by the ADS holder receiving the newly issued ADSs from the depositary bank and by the ADS holder delivering the ADSs to the depositary bank for cancellation. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank may charge the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank may send invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.

The depositary bank may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary bank or its affiliate receives when buying or selling foreign currency for its own account. The depositary bank makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favourable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favourable to ADS holders, subject to the depositary bank’s obligations under the deposit agreement.

The depositary bank may make payments to the Company and/or may share revenue with the Company derived from fees collected from ADS holders and beneficial owners, upon such terms and conditions as the Company and the depositary bank may agree from time to time. During the period from 15 June 2021 until 14 February 2022 we have not received any reimbursement from the depositary in connection with the ADS facility.

PART 2

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure controls and procedures

Our senior management conducted an evaluation, under the supervision and with the participation of our Management Board, of the effectiveness of the design and operation of Just Eat Takeaway.com’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934), as of 31 December 2021. Based on such evaluation, our Management Board have concluded that, as of 31 December 2021, our disclosure controls and procedures were ineffective in recording, processing, summarising and reporting, on a timely basis, information required to be disclosed by Just Eat Takeaway.com on Form 20-F that it files under the Exchange Act and are ineffective in ensuring that the information required to be disclosed by Just Eat Takeaway.com is accumulated and communicated to our senior management, including our Management Board, as appropriate to allow timely decisions regarding required disclosure. The reason for this conclusion is related to the identified material weaknesses as described in Item 3. Risk Factors.

Management's report on internal control over financial reporting

The Form 20-F does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Changes in internal control

The section ‘Remediation efforts on previously identified material weaknesses' describes the changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the year ended 31 December 2021 that have had a material effect on our ICFR.

Remediation efforts on previously identified material weaknesses

In connection with the audits of our consolidated financial statements as of and for the years ended 31 December 2019 and 2020, we concluded that there were material weaknesses in the design of our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected on a timely basis.We identified material weaknesses with respect to Internal Control—Integrated Framework (2013 Framework) issued by the COSO, particularly regarding the documentation required to evidence the existence and effectiveness of the associated controls, as follows: (i) control environment, as we did not maintain evidence of an effective control environment to enable the identification and mitigation of risks of accounting errors, (ii) risk assessment, as we did not design and implement an effective risk assessment to identify and communicate appropriate objectives and fraud, and to identify and assess changes in the business that could affect our system of internal controls, (iii) control activities, as we did not design and implement effective control activities across substantially all financial statement account balances and disclosures, (iv) information and communication, as we did not have sufficient documentation to evidence the processes and controls in place to ensure the adequate review over financial reporting as well as the identification and evaluation of the severity of internal control deficiencies, including material weaknesses and (v) monitoring activities, as we did not have the evidence to support the effectiveness of monitoring controls to ascertain whether the components of internal control are present and functioning.

Subsequent to the evaluation made in connection with filing our Form F-4 Registration Statement in April 2021, management continued the process of remediating the material weaknesses. During the year ended 31 December 2021, we executed our remediation plan by enhancing our global Risk and Control function, and our headquarter finance function with additional resources who have an appropriate level of knowledge and experience relevant to our financial reporting requirements. We also hired consultants, with SOx 404 experience, to supplement our global Risk and Control function. Our new hires and consultants have helped to enhance our documentation of entity-level controls, and process-level controls in our biggest markets and at the headquarter level. We also designed, implemented and/or strengthened general IT controls (access management, change management, data backup and recovery, IT operations, and third party management) with regard to our platforms in the United Kingdom, Canada, Germany, the Netherlands and Australia, our financial systems, and many applications supporting our processes in our biggest markets. We have also implemented a new finance system in a number of markets which has allowed for system controls to support the integrity of financial information.

We remediated the material weaknesses identified as of 31 December 2019 and 2020 in COSO components Control Environment and Monitoring. In response to these material weaknesses as of 31 December 2019 and 2020, we designed and implemented various controls during 2021 and improved the level of process- and control documentation to remediate the material weaknesses. The remediation efforts in COSO component Control Environment led to e.g. the introduction of worldwide corporate policies, the introduction of succession planning, introduction of our speak-up policy, introduction of quarterly SOx representation letters (for accountability purposes by senior management), and improvements in our annual evaluation and salary process. The remediation efforts in COSO component Monitoring led to e.g. the expansion of the SOx monitoring function, improved tracking of deficiencies and remediation actions, and reporting to those charged with governance by the global Risk and Control function.

Despite our remediation activities during 2021, we concluded that the previously reported material weaknesses in COSO components Risk Assessment, Control Activities, and Information and Communication were not yet remediated as of 31 December 2021. In respect of Control Activities, this was due to the fact that we still had inadequate processes and controls (and supporting documentation) as of 31 December 2021 to ensure an appropriate level of precision related to most of our processes. A significant contributor to these material weaknesses is our ineffective general IT control environment and hybrid process-level controls (controls using system-generated reports), and automated process-level controls which are dependent on effective general IT controls.

As the COSO component Risk Assessment was based on the objective of an effective general IT control environment, we concluded this component to also contain a material weakness. Given the material weaknesses in COSO components Risk Assessment and Control activities, we concluded that COSO component Information and Communication also contained a material weakness as this is directly associated with maintaining relevant and reliable data on a timely basis.

In response to the material weaknesses as of 31 December 2021, we will (i) hire and contract additional risk and control specialists to expand our SOx 404 monitoring function, (ii) implement relevant process-level, and general IT controls to identify and address emerging and existing risks, (iii) enhance communications between e.g. our product and technology, sales, customer support, treasury, tax, delivery, business intelligence and finance teams, (iv) remediate control design deficiencies in relation to failed general IT controls, and (v) implement enhancements to address design deficiencies or operational effectiveness deficiencies existing as of 31 December 2021 in most of our processes to increase the level of precision related to such processes.

While some of our material weaknesses as of 31 December 2020 were remediated, and we are in the process of addressing the remaining material weaknesses existing as of 31 December 2021, we cannot make assurances that we have identified all of our existing material weaknesses, or that we will not in the future have additional material weaknesses. We have dedicated resources to the design, implementation, and testing of our internal control over financial reporting. We will continue to evaluate the effectiveness of our internal control over financial reporting and will continue to make changes that we believe will strengthen our internal control over financial reporting to ensure that our financial statements continue to be fairly stated in all material respects.

Neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting during any period in accordance with the provisions of the Sarbanes-Oxley Act. In light of the material weaknesses that were previously identified as a result of the limited procedures performed, we believe that it is possible that, had we and our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses or significant deficiencies may have been identified.

Limitations on effectiveness of controls and procedures

Because of inherent limitations, our senior management, including our Management Board, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all misstatements and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

ITEM 16. [RESERVED]

A. AUDIT COMMITTEE FINANCIAL EXPERT

The Audit Committee comprises four independent (within the meaning of Rule 5605(a)(2) of the Nasdaq listing rules and Rule 10A-3(b)(1) under the Exchange Act) Supervisory Directors: Adriaan Nühn, Gwyn Burr, Ron Teerlink, and David Fisher (who also acts as Chair of the Audit Committee). All committee members have relevant sector and financial competence to fulfil their roles, as set out in their biographies (see "Item 6.A. Directors and senior management"). David Fisher became the Committee’s Chair as of 16 August 2021. Prior to David Fisher becoming Chair, Ron Teerlink acted as the Chair of the Audit Committee.

Both, David Fisher and Ron Teerlink have recent and relevant financial experience as recommended by the Governance Rules and qualify as 'financial experts' under as defined in Item 16A of Form 20-F and Applicable Laws

B. CODE OF ETHICS

Just Eat Takeaway.com is committed to conducting its business with integrity and fairness, with respect for the law and its values: Lead, Deliver and Care. In 2021 Just Eat Takeaway.com amended the Code of Conduct which applies to everyone at Just Eat Takeaway.com, including Management Board and Supervisory Board members, to better reflect the values within a combined Just Eat Takeaway.com organisation. The Code of Conduct sets out Just Eat Takeaway.com's commitment to being an ethical and responsible business. Furthermore, it sets outs the key principles that individuals acting for us or on behalf of Just Eat Takeaway.com need to observe. The Code of Conduct covers social and employee areas such as socially unacceptable behaviour, safe working conditions, ethical working practices, respect for human rights, bribery, fraud, modern slavery, and sustainability. The amendment of the Code of Conduct did not materially change our commitments or our key principles.

Just Eat Takeaway.com believes in fair treatment and equal rights for all, regardless of nationality, race, culture, beliefs, gender, age and sexual orientation. At Just Eat Takeaway.com, we believe in treating each other with care and respect, and do not tolerate intimidation or harassment in any form. Just Eat Takeaway.com values diversity and do not tolerate discrimination.

Additionally, the Code of Conduct also emphasises our position on bribery and corruption and that, unless gifts or favours to employees are legitimate and contribute to the business (within approved guidelines), all other direct or indirect offers, solicitation or acceptance of payments in order to obtain a commercial advantage are prohibited.

Although Just Eat Takeaway.com is occasionally confronted with less desirable behaviour, such as fraud, it considers the Code of Conduct to be effective. Just Eat Takeaway.com aims to address such behaviour effectively, appropriately and securely, for instance by ensuring new or revised policies and procedures are put into place to mitigate such occurrences in the future.

In 2021, no waivers under the Code of Conduct were granted to any Managing Director or Supervisory Director.

In addition to the disclosure committee mentioned under “Item 10.B Additional Information- Insider Dealing Policy” the Company also introduced a disclosure committee in 2021 focused on financial information to be filed with the SEC. The Charter of the Management Board identifies the Management Board’s responsibility for maintaining and preparing financial statements and ensuring the quality and completeness of the financial statements to be made public;

C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte Accountants B.V. has been the Company’s auditor since 2014 and the General Meeting re-appointed Deloitte as the Company’s external auditor for the financial years 2021 through 2023 at the General Meeting held in May 2021.

Audit Fees and Audit-Related Fees

The following table details the aggregate fees by our external auditor, Deloitte, including the foreign offices of Deloitte, to the Company and its subsidiaries:

€ millions	2021	2020
Audit fees	5	4
Audit - related fees	0	7
Total	5	11

The audit fees relate to the financial statements of the Company and its subsidiaries.

Audit-related fees in 2020 are related to the services in relation to the acquisition of Grubhub and the accompanying registration of the Company in the United States.

No non-assurance services, tax services or other services have been provided.

Following the approved ‘audit independence policy’ and the Audit Committee Charter, audit services may be performed by the external auditor, subject to pre-approval by the Supervisory Board on the basis of the annual audit services engagement agreed with the external auditor. All audit-related services up to and including €100,000 may be approved by the Audit Committee Chair. The Audit Committee may determine the appropriate funding for payment of compensation to any engaged audit firm preparing or issuing an audit report or other audit, review or attest services, and to any engaged independent counsel or other advisor necessary for the Audit Committee to carry out its duties. The Audit Committee confirms that the external auditor does not provide any services which are prohibited by the Governance Rules. All audit related fees (100%) have been pre-approved.

D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTING

Not applicable.

G. CORPORATE GOVERNANCE

The Company qualifies as a foreign private issuer. The listing rules of Nasdaq include certain accommodations in the corporate governance requirements that allow foreign private issuers to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. In 2021, the Company followed home country practice in lieu of Nasdaq corporate governance requirements with respect to the following Nasdaq requirements:

•	Executive Sessions: The Company is not required to and, in reliance on home country practice, may not, comply with certain Nasdaq rules requiring its independent directors to meet in regularly scheduled executive sessions at which only independent directors are present. The Supervisory Board has been composed entirely of independent directors throughout 2021 and the Supervisory Board met without any Managing Directors present; however, because executive sessions are not a common practice in the Netherlands, the Company continued to follow Dutch practice which does not require such separate meetings.
•	Quorum: The Company is not required to and, in reliance on home country practice, may not, comply with certain Nasdaq rules requiring the Company’s Articles of association to prescribe a general quorum for its general meetings. In 2021, the Company followed Dutch practice which does not require its Articles of association to prescribe a general quorum for its general meetings.
•	Code of Conduct: The Company is not required to, and in reliance on home country practice, may not, comply with certain Nasdaq rules requiring its ‘code of conduct’ to be as described in the Nasdaq Listing Rules. In the course of 2021, the Company has amended both, its code of conduct and its whistleblower (now: speak-up) policy. While these policies were previously not explicitly applicable to members of the Supervisory Board as, due to their supervisory function under Dutch corporate law, the Supervisory Directors are not considered to form part of the business of Just Eat Takeaway.com and to the extent relevant, principles set forth in the code of conduct were set forth in the Supervisory Board Charter, since the amendment of the Code of Conduct as per 1 September 2021, it explicitly applies to the Supervisory Directors.

H. MINE SAFETY DISCLOSURE

Not applicable.

I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTS INSPECTIONS

Not applicable.

PART 3

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

See pages F-1 through F-69 of this annual report on Form 20-F.

ITEM 19. EXHIBITS

List of exhibits filed as part of the annual report on Form 20-F or incorporated by reference. Exhibits marked with an "*" have been filed with this annual report on Form 20-F.

	Exhibit 4.1:Consent letter, dated 25 June 2021, from Just Eat Limited to HSB Bank plc requesting a covenant holiday under the Multicurrency Revolving Facilities Agreement, dated 2 November 2017, among Just Eat Limited (f/k/a Just Eat Plc), certain subsidiaries of Just Eat Limited, HSBC Bank plc as agent and the mandated lead arrangers, lead arranger and bookrunners named therein, which was acceded by Takeaway.com Group B.V., Just Eat Takeaway.com N.V., Takeaway.com European Operations B.V., yd.yourdelivery GmbH and Just Eat Limited as of 23 October 2020
	Exhibit 4.2: Amendment and Restatement Agreement, dated 12 August 2021, in respect of the Multicurrency Revolving Facilities Agreement, dated 2 November 2017, among Just Eat Limited (f/k/a Just Eat Plc), certain subsidiaries of Just Eat Limited, HSBC Bank plc as agent and the mandated lead arrangers, lead arranger and bookrunners named therein, which was acceded by Takeaway.com Group B.V., Just Eat Takeaway.com N.V., Takeaway.com European Operations B.V., yd.yourdelivery GmbH and Just Eat Limited as of 23 October 2020 and as amended pursuant to the consent letter dated 25 June 2021
	Exhibit 4.3: Committed term loan facility agreement, dated 22 December 2021, between the Company, certain subsidiaries of the Company and ING Bank N.V.
	Exhibit 12.1:Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 12.2: Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 12.3: Certification of Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 13: Certification of Chief Executive Officer, Chief Financial and Chief Operating Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Exhibit 15: Consent of Deloitte Accountants B.V.
	Exhibit 101* The following financial statements from the Company’s Annual Report on Form 20-F for the fiscal year ended 31 December 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
	Exhibit 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The following documents are incorporated by reference

	Unofficial translation articles of association of Just Eat Takeaway.com N.V. (incorporated by reference to Exhibit 3.1. to the Form F-4 (File No. No. 333-255540) which was declared effective by the SEC on 12 May 2021)
	Form of Deposit Agreement between Just Eat Takeaway.com N.V. and Deutsche Bank Trust Company Americas, ad depositary, and the holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 4.2. to the Form F-4 (File No. No. 333-255540) which was declared effective by the SEC on 12 May 2021)
	Trust Deed, dated 25 January 2019, between Just Eat Takeaway.com N.V. (formerly Takeaway.com N.V.) and Stichting Trustee Takeaway.com as trustee for the holders of the Convertible Bonds 2019 (incorporated by reference to Exhibit 4.3. to the Form F-4 (File No. No. 333-255540) which was declared effective by the SEC on 12 May 2021)
	Trust Deed, dated 30 April 2020, between Just Eat Takeaway.com and Stichting Trustee Just Eat Takeaway.com as trustee for the holders of the Convertible Bonds 2020 (incorporated by reference to Exhibit 4.4 to the Form F-4 (File No. No. 333-255540) which was declared effective by the SEC on 12 May 2021)
	Trust Deed, dated 9 February 2021, between Just Eat Takeaway.com and Stichting Trustee Just Eat Takeaway.com II as trustee for the holders of the Tranche A Convertible Bonds 2021 (incorporated by reference to Exhibit 4.5 to the Form F-4 (File No. No. 333-255540) which was declared effective by the SEC on 12 May 2021)
	Trust Deed, dated 9 February 2021, between Just Eat Takeaway.com and Stichting Trustee Just Eat Takeaway.com II as trustee for the holders of the Tranche B Convertible Bonds 2021 (incorporated by reference to Exhibit 4.6 to the Form F-4 (File No. No. 333-255540) which was declared effective by the SEC on 12 May 2021)
	Indenture, dated 10 June 2019, among Grubhub Holdings Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Grubhub Inc.’s Form 8-K dated 10 June 2019).
	Relationship Agreement, dated 20 December 2018 between Just Eat Takeaway.com N.V. and Delivery Hero SE (incorporated by reference to Exhibit 10.4 to the Form F-4 (File No. No. 333-255540) which was declared effective by the SEC on 12 May 2021

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Table of Contents


F-2	Report of independent registered public accounting firm
F-6	Consolidated statement of profit or loss and other comprehensive loss
F-7	Consolidated statement of financial position
F-8	Consolidated statement of changes in equity
F-9	Consolidated statement of cash flows
F-10	Notes to the Consolidated financial statements
F-10	1 General
F-10	2 Basis of preparation
F-16	3 Revenue
F-18	4 Order fulfilment cost
F-19	5 Staff costs
F-20	6 Share-based payments
F-28	7 Other operating expenses
F-28	8 Finance income and expense
F-29	9 Income taxes
F-33	10 Operating segments
F-36	11 Business combinations
F-40	12 Goodwill
F-43	13 Other intangible assets
F-44	14 Property and equipment
F-45	15 Investments in associates and joint ventures
F-47	16 Trade and other receivables
F-48	17 Other current assets
F-48	18 Inventories
F-49	19 Cash and cash equivalents
F-49	20 Equity
F-51	21 Basic and diluted loss per share
F-52	22 Borrowings
F-54	23 Provisions
F-55	24 Trade and other liabilities
F-60	25 Financial instruments
F-61	26 Leases
F-62	27 Cash flow statement supplementary information
F-63	28 Related party transactions
F-64	29 Off-balance sheet commitments
F-65	30 Contingent liabilities
F-67	31 List of subsidiaries, joint ventures and associates
F-69	32 Events after the reporting period

F-1

Deloitte Accountants B.V.

Gustav Mahlerlaan 2970

1081 LA Amsterdam

P.O.Box 58110

1040 HC Amsterdam

Netherlands

Tel: +31 (0)88 288 2888

Fax: +31 (0)88 288 9737

www.deloitte.nl

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Just Eat Takeaway.com N.V.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2021 INCLUDED IN THE ANNUAL REPORT

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Just Eat Takeaway.com N.V and subsidiaries (the "Company") as of 31 December 2021 and 2020 the related consolidated statements of profit or loss and other comprehensive loss, changes in equity, and cash flows, for each of the three years in the period ended 31 December 2021 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2021 and 2020 and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our most challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Business combinations —Refer to Note 11 to the financial statements

Critical Audit Matter Description

Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam number 24362853. Deloitte Accountants B.V. is a Netherlands affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited.

F-2

Table of Contents

On 15 June 2021, Just Eat Takeaway N.V. acquired 100% of the shares of Grubhub Inc. for Euro 4.8 billion. The acquisition was accounted for using the acquisition method and the consideration transferred was measured at fair value. The Company provisionally measured the identifiable assets and liabilities acquired at fair value based on estimated future cash flows expected to arise from the assets and applying a discount rate in order to calculate present value.

We identified the acquisition of Grubhub Inc. as a critical audit matter, because of the significant estimates management makes to determine the fair value of intangible assets acquired. This required a high degree of auditor’s professional judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates used in the provisional purchase price allocation.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of intangible assets in the Grubhub Inc. included, but were not limited to, the following:

● We obtained the forecast to evaluate management’s analysis in relation to forecasted growth and compared assumptions used in projections to historical data, external market reports and the Company’s announcements to the market.

● With the assistance of our fair value specialists, we evaluated the valuation model used and the key assumptions applied. We evaluated the reasonableness of management’s methodology and valuation assumptions, and developed a range of independent estimates and comparing our estimates to those used by management.

● We evaluated the reasonableness of changes made to the updated provisional purchase price allocation, in comparison to the initial provisional purchase price allocation, by validating inputs with historical data and external sources and evaluating key business assumptions.

Goodwill – Refer to Note 12 to the financial statements

Critical Audit Matter Description

Indefinite lifetime intangibles, being goodwill, amounted to Euro 8.3 billion as at 31 December 2021, representing 46% of the Company’s total assets. The goodwill is allocated to cash generating units (CGUs) for which management is required to assess the recoverability at least annually, or more frequently when there is an indication that goodwill may be impaired.

The Company used assumptions and applied judgments in forecasting future market and economic conditions. The key assumptions, impairments recorded, and sensitivities are disclosed in Note 12 to the consolidated financial statements.

The determination of the recoverable amount of goodwill involves management judgment and estimates and is based on assumptions that are affected by future market and economic conditions. We identified the valuation of goodwill as a critical audit matter as this required a high degree auditor’s professional judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates used in the annual impairment test.

F-3

Table of Contents

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the annual impairment test of goodwill included, but were not limited to, the following:

● With the assistance of our fair value specialists, we evaluated and benchmarked the discount rate and the valuation methodologies used by management to determine the recoverable amount in the annual impairment tests.

● We evaluated management's judgements and estimates related to forecasted cashflows by comparing the business assumptions to historic performance, future outlooks, analyst reports and market outlook, taking into account the impact of Covid-19.

Revenue — Refer to Note 3 to the financial statements

Critical Audit Matter Description

The Company’s revenue of Euro 4.5 billion is derived principally from commission fees paid by restaurants for use of the Just Eat Takeaway.com’s platforms in connecting restaurants to consumers. Commission revenue is primarily earned from restaurants on a per order basis as a percentage of the Order Value and is derived from a high volume of transactions.

As of 31 December 2021, the Company identified material weaknesses in its internal control over financial reporting. These material weaknesses included ineffective general information technology controls (GITCs) that are significant to the revenue process. Automated and manual business process controls that were dependent on the ineffective GITCs were also determined to be ineffective.

As a consequence of the material weaknesses, we were not able to rely on the operating effectiveness of such controls in a highly automated environment in our audit of revenue. Therefore, we applied a non-control reliance approach, on revenue which we identified as a critical audit matter. The inability to rely on controls required the performance of incremental audit procedures over revenue, including the need to involve our IT specialists and professionals with expertise in data analytics.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures for revenue included, but were not limited to, the following:

● Our IT specialists performed additional audit procedures related to privileged access rights to IT applications, in response to the GITC deficiencies.

● We selected a sample of transactions and compared the amounts recorded to underlying supporting documentation including contracts with restaurants, cash disbursements received, and invoices, to evaluate the accuracy of order data in the system.

● Our IT specialists performed a database reconciliation of an independent order population with the order registration to evaluate the completeness of order data in the system.

● We involved data analytics specialists to assist us in performing statistical substantive analytical procedures on revenue and evaluating the results.

F-4

Table of Contents

/s/ Deloitte Accountants B.V.

Amsterdam
2 March 2022

We have served as the Company's auditor since 2014.

F-5

Table of Contents

Consolidated statement of profit or loss and other comprehensive loss

for the year ended 31 December

€ millions	Note	2021		2020		2019
Revenue	3	4,495		2,042		416
Courier costs	4	(2,517	)	(727	)	(70	)
Order processing costs	4	(406	)	(193	)	(41	)
Staff costs	5	(890	)	(417	)	(112	)
Other operating expenses	7	(1,164	)	(655	)	(234	)
Depreciation, amortisation and impairment	12,13, 14, 26	(443	)	(174	)	(35	)
Operating loss		(925	)	(124	)	(76	)
Share of results of associates and joint ventures	15	(62	)	(16	)	-
Finance income	8	23		3		0
Finance expense	8	(75	)	(30	)	(16	)
Other gains and losses		2		2		6
Loss before income tax		(1,037	)	(165	)	(86	)
Income tax benefit / (expense)	9	8		(5	)	(35	)
Loss for the period		(1,029	)	(170	)	(121	)

Other comprehensive income / (loss)
Items that will not be reclassified subsequently to profit or loss:
Fair value gain / (loss) on investments in equity instruments through OCI	20	-		323		-
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation gain / (loss) related to foreign operations, net		717		(357	)	16
Other comprehensive income / (loss) for the period		717		(34	)	16
Total comprehensive loss for the period		(312	)	(204	)	(105	)

Loss attributable to:
Owners of the Company		(1,016	)	(170	)	(121	)
Non-controlling interest		(13	)	0		-

Total comprehensive loss attributable to:
Owners of the Company		(299	)	(204	)	(105	)
Non-controlling interest		(13	)	0		-

Loss per share (expressed in € per share)
Basic loss per share	21	5.53		(1.21	)	(2.08	)
Diluted loss per share	21	5.53		(1.21	)	(2.08	)

The accompanying Notes are an integral part of these consolidated financial statements. Amounts may not add up due to rounding.

F-6

Consolidated statement of financial position

as at 31 December

€ millions	Note	2021	2020
Assets
Goodwill	12	8,283	4,614
Other intangible assets	13	5,531	3,207
Property and equipment	14	185	47
Right-of-use assets	26	354	77
Investments in associates and joint ventures	15	1,517	1,575
Deferred tax assets	9	2	-
Other non-current assets		50	12
Total non-current assets		15,922	9,532

Trade and other receivables	16	298	162
Other current assets	17	159	100
Current tax assets	9	44	17
Inventories	18	33	14
Cash and cash equivalents	19	1,320	529
Total current assets		1,854	822

Total assets		17,776	10,354


Equity and liabilities
Total shareholders’ equity	20	13,050		8,481
Non-controlling interest		(8	)	5
Total equity		13,042		8,486

Borrowings	22	2,204		474
Deferred tax liabilities	9	910		546
Lease liability	26	316		66
Non-current provisions and other liabilities	23	27		2
Total non-current liabilities		3,457		1,088

Borrowings	22	37		9
Lease liability	26	59		21
Provisions	23	63		-
Trade and other liabilities	24	1,082		713
Current tax liabilities	9	36		37
Total current liabilities		1,277		780
Total liabilities		4,734		1,868
Total equity and liabilities		17,776		10,354

The accompanying Notes are an integral part of these consolidated financial statements. Amounts may not add up due to rounding.

F-7

Consolidated statement of changes in equity

	Note	Share capital	Share premium		Foreign currency translation		Fair value through OCI¹ reserve		Equity-settled share-based payments reserve		Equity component of convertible bonds		Accumulated deficits		Total shareholders‘ equity		Non- controlling interest		Total equity
€ millions					Legal reserves		Other reserves
Balance as at 31 December 2018		2	250		(3	)	-		5		-		(111	)	143		-		143
Initial application of IFRS 16		-	-		-		-		-		-		(1	)	(1	)	-		(1	)
Balance as at 1 January 2019		2	250		(3	)	-		5		-		(112	)	142		-		142
Total comprehensive (loss) / income		-	-		16		-		-		-		(121	)	(105	)	-		(105	)
Issuance of shares	20	0	430		-		-		-		-		-		430		-		430
Issuance of shares related to business combination	11	1	652		-		-		-		-		-		653		-		653
Transaction costs	11	-	(12	)	-		-		-		-		-		(12	)	-		(12	)
Issuance of convertible bonds	22	-	-		-		-		-		23		-		23		-		23
Share-based payments²		0	4		-		-		(1	)	-		-		3		-		3
Balance as at 31 December 2019		3	1,324		13		-		4		23		(233	)	1,134		-		1,134
Total comprehensive (loss) / income		-	-		(357	)	323						(170	)	(204	)	-		(204	)
Issuance of shares	20	0	400		-		-				-		-		400		-		400
Issuance of shares related to business combination	11	3	7,104		-		-				-		-		7,107		5		7,112
Transaction costs	11	-	(31	)	-		-				-		-		(31	)	-		(31	)
Issuance of convertible bonds	22	-	-		-		-				51		-		51		-		51
Share-based payments²		0	4		-		-		20		-		-		24		-		24
Balance as at 31 December 2020		6	8,801		(344	)	323		24		74		(403	)	8,481		5		8,486
Total comprehensive (loss) / income		-	-		717		-		-		-		(1,016	)	(299	)	(13	)	(312	)
Issuance of shares related to business combination	11	3	4,637		-		-		140		-		-		4,780		-		4,780
Transaction costs	11	-	(33	)	-		-						-		(33	)	-		(33	)
Issuance of convertible bonds	22	-	-		-		-		-		139		-		139		-		139
Deferred tax on convertible bonds	9	-	-		-		-		-		(15	)	-		(15	)	-		(15	)
Share-based payments		0	45		-		-		24		-		3		72		-		72
Transfer to accumulated deficits	20	-	-		-		(323	)	-		-		323		-		-		-
Direct equity movements from associates	15	-	-		-		-		-		-		(79	)	(79	)	-		(79	)
Other		-	-		-		-		-		-		4		4		-		4
Balance as at 31 December 2021		9	13,450		373		-		188		198		(1,168	)	13,050		(8	)	13,042

¹	Fair value gain on our investment in Just Eat prior to obtaining control, refer to Note 11 Business combinations
²	In 2020, Just Eat Takeaway.com changed its accounting policy to present share options exercised as part of share premium instead of accumulated deficits

The accompanying Notes are an integral part of these consolidated financial statements. Amounts may not add up due to rounding.

F-8

Consolidated statement of cash flows

for the year ended 31 December

€ millions	Note	2021		2020		2019
Loss for the period		(1,029	)	(170	)	(121	)
Adjustments:
Depreciation, amortisation and impairment	12, 13, 14, 26	443		174		35
Gain on joint venture disposal		-		-		(6	)
Share of results of associates and joint ventures	15	62		16		-
Expense related to share-based payments	6	76		23		3
Finance income and expense recognised in profit or loss	8	52		27		16
Other non-cash adjustments		1		-		2
Income tax (benefit) / expense recognised in profit or loss	9	(8	)	5		35
		(403	)	75		(36	)

Movement in working capital
(Increase) in inventories	11, 18	(17	)	(6	)	0
(Increase) / decrease in trade and other receivables	11, 16	5		(38	)	(8	)
(Increase) / decrease in other current assets	11, 17	7		(68	)	(27	)
Increase in trade and other liabilities	11, 24	85		262		18
Net cash generated by / (used in) operations		(323	)	225		(53	)
Interest paid	8	(47	)	(14	)	(7	)
Income taxes paid	9	(53	)	(33	)	(3	)
Net cash generated by / (used in) operating activities		(423	)	178		(63	)

€ millions	Note	2021		2020		2019
Cash flows from investing activities
Investment in other intangible assets	13	(53	)	(16	)	(1	)
Investment in property and equipment	14	(98	)	(27	)	(8	)
Repayments of loans carried at amortised cost		-		-		2
Acquisition of subsidiaries, net of cash acquired	11	128		113		(489	)
Investment in equity instruments		-		-		(7	)
Proceeds from sale of investment in joint venture		-		-		6
Funding provided to associates and joint ventures	15	(83	)	(55	)	-
Net cash generated by / (used in) investing activities		(106	)	15		(497	)

Cash flows from financing activities
Proceeds from issuance of ordinary shares	6	4		400		431
Transaction costs related to issuance of ordinary shares accounted through equity	11	(33	)	(31	)	(12	)
Principal elements of lease payments	27	(37	)	(12	)	(8	)
Proceeds from borrowings	22, 27	1,409		434		265
Transaction costs related to the borrowings	22, 27	(15	)	(6	)	(6	)
Repayments of borrowings	22, 27	-		(493	)	(150	)
Taxes paid related to net settlement of share-based payment awards	6	(16	)	-		-
Net cash generated by financing activities		1,312		292		520

Net increase / (decrease) in cash and cash equivalents		783		485		(40	)

Cash and cash equivalents at beginning of year	19	529		50		90
Effects of exchange rate changes of cash held in foreign currencies		8		(6	)	(0	)
Cash and cash equivalents at end of year¹		1,320		529		50
¹Cash and cash equivalents for the year ended 31 December 2021 include a cash balance of €190 million (2020: nil) that is contractually restricted from general use for a maximum duration of three years

The accompanying Notes are an integral part of these consolidated financial statements. Amounts may not add up due to rounding.

F-9

Notes to the Consolidated financial statements

1 General

Just Eat Takeaway.com is a leading global online food delivery marketplace focused on connecting consumers and Partners through its platforms.

Just Eat Takeaway.com N.V. (the “Company”) is a public limited liability company incorporated under the laws of the Netherlands and domiciled in Amsterdam, the Netherlands. The Company and the entities controlled by the Company (its subsidiaries) are referred to herein as “Just Eat Takeaway.com”, with the Company being the ultimate parent. The Company’s shares are traded on Euronext Amsterdam (ticker symbol: TKWY), its Crest Depositary Interests (“CDIs”) are traded on the London Stock Exchange (ticker symbol: JET), and, since 15 June 2021, American Depositary Shares (“ADSs”) are traded on Nasdaq (ticker symbol: GRUB). The Company is registered at the Commercial Register of the Chamber of Commerce in Amsterdam, the Netherlands under number 08142836.

Amounts in these Notes to the consolidated financial statements (the “Notes”) are in € millions unless related to number and/or nominal value of shares, number and/or fair value elements of share options, or stated otherwise. Due to rounding, amounts in the tables may not add up precisely to the totals provided. Percentages used are based on unrounded figures.

2 Basis of preparation

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements are prepared for the purpose of filing the annual report on Form 20-F with the United States Securities and Exchange Commission ("SEC"). These consolidated financial statements for the year ended 2021 were authorised for issue by the Management Board of the Company (the “Management Board”, and members of the Management Board, “Managing Directors”) and the Supervisory Board of the Company (the “Supervisory Board”, and members of the Supervisory Board, “Supervisory Directors”) on 2 March 2022.

These consolidated financial statements are not the statutory consolidated financial statements of the Company for the years ended 31 December 2021, 2020 or 2019. Certain amounts reported in these consolidated financial statements differ from the amounts included in the statutory consolidated financial statements due to the timing of certain entries and adjustments made in the statutory consolidated financial statements for the years ended 31 December 2021, 2020 and 2019 relating to years ended 31 December 2020, 2019 and 2018.

The statutory consolidated financial statements were prepared in accordance with IFRS as adopted for use in the European Union by the European Commission and in conformity with Part 9 of Book 2 of the Dutch Civil Code. The statutory consolidated financial statements for the year ended 31 December 2021 were authorised for issue by the Management Board of the Company and Supervisory Board of the Company on 2 March 2022. The adoption of the statutory consolidated financial statements is reserved for the shareholders in the Annual General Meeting ("AGM") scheduled for 4 May 2022.

The statutory consolidated financial statements for the year ended 31 December 2020 were authorised for issue by the Management Board and Supervisory Board on 10 March 2021 and were adopted by the shareholders in the AGM on 12 May 2021. The statutory consolidated financial statements for the year ended 31 December 2019 were authorised for issue by the Management Board and Supervisory Board on 12 February 2020 and adopted by the shareholders in the Annual General Meeting on 14 May 2020. Those statutory financial statements, which were audited in accordance with International Standards on Auditing, remain as issued and approved in line with Dutch requirements.

Amendments to 2020 presentation
During 2021, Just Eat Takeaway.com changed the classification of Outsourced service costs incurred in certain markets to reflect more appropriately the nature of the expenses and to further improve presentation. Comparative amounts in the Consolidated statement of profit or loss and other comprehensive loss and related Notes were reclassified for consistency. As a result, €47 million was reclassified from Staff costs to Other operating expenses (2019: nil).

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis unless stated otherwise. Income and expenses are accounted for on an accrual basis.

F-10

Reference is made to the significant accounting policies as included in the relevant Notes to the consolidated financial statements for more detailed information on the measurement basis. These policies have consistently been applied by Just Eat Takeaway.com.

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, Just Eat Takeaway.com considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described as follows:

• 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 value measurement is directly or indirectly observable.

• Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Going concern

The Management Board has assessed the going concern assumptions of Just Eat Takeaway.com during the preparation of the consolidated financial statements. The assessment includes knowledge of Just Eat Takeaway.com, the estimated economic outlook and identified risks and uncertainties in relation thereto. Furthermore, the review of our strategic plan and budget, including expected developments in liquidity, short- and long-term cash flow projections, debt and capital were considered. There are no events or conditions that give rise to doubt the ability of Just Eat Takeaway.com to continue as a going concern for a period of twelve months from the date the consolidated financial statements are authorised for issue. Consequently, it has been concluded that it is reasonable to apply the going concern concept as the underlying assumption for the consolidated financial statements.

Covid-19

The onset of the Covid-19 pandemic during 2020 and the ensuing measures introduced by governments over the course of 2020 and 2021 across our markets has had an impact on our business. The overall impact of Covid-19 on Just Eat Takeaway.com’s financial condition and results of operations has been accelerated order growth rates with more consumers joining the platforms and ordering online. The economic uncertainty caused by the Covid-19 pandemic and the extent to which the Covid-19 pandemic will continue to impact Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous unpredictable factors. The Management Board will continue to monitor these factors and the impact thereof on its business and results of operations.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and the entities controlled by the Company (its subsidiaries).

Control

The Company controls an entity when it has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. All relevant facts and circumstances are considered in assessing whether or not the Company’s voting and share rights in an investee are sufficient to give it power.

Non-controlling interest

Non-controlling interests in subsidiaries are identified separately from Just Eat Takeaway.com N.V.’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

F-11

Consolidation process

Consolidation of a subsidiary begins when control over the subsidiary is obtained and ceases when control over the subsidiary is lost. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss and other comprehensive income or loss (“OCI”) from the date the Company gains control until the date when the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Just Eat Takeaway.com accounting policies. All intra-group assets and liabilities, equity, income and expenses, including any unrealised income and expenses, relating to transactions between members of Just Eat Takeaway.com are eliminated in full upon consolidation.

Profit or loss and each component of OCI are attributed to the shareholders of Just Eat Takeaway.com and to the non-controlling interests. Total comprehensive income or loss of the subsidiaries is attributed to the owners of Just Eat Takeaway.com and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Foreign currencies

Functional and presentation currency

These consolidated financial statements are presented in euros, which is the Company’s functional currency and the presentation currency for the consolidated financial statements.

Foreign currency transactions

In preparing the financial statements of each individual Just Eat Takeaway.com entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in OCI and reclassified from equity to profit or loss on repayment of the monetary items.

Foreign operations

The assets and liabilities of Just Eat Takeaway.com’s foreign operations, including goodwill and fair value adjustments arising on acquisitions, are translated into euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in OCI and accumulated in a foreign currency translation reserve as part of shareholders’ equity.

Impairment of non-financial assets

At each reporting date, the carrying amounts of non-financial assets of Just Eat Takeaway.com are reviewed to determine whether there is any indication that those assets may be impaired. If any indication of impairment exists, the recoverable amount of the asset is estimated in order to determine if there is any impairment loss. Goodwill is tested annually for impairment and whenever an impairment trigger is identified.

Where the asset does not generate cash flows that are independent from other assets, they are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating unit (“CGU”). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the business combination.

The recoverable amount is the greater of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present values using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised with regard to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then to reduce the carrying amount of the other assets in the CGU on a pro-rata basis. An impairment loss can be reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss of goodwill is not subsequently reversed.

Receivables are financial assets subsequently measured at amortised cost and are assessed for impairment using the “expected credit loss” model, refer to Note 16 for further details.

F-12

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and reported as a net amount in the consolidated statement of financial position when there is a legally enforceable right to offset the amounts recognised and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Just Eat Takeaway.com entity or the counterparty.

Consolidated statement of cash flows

The consolidated statement of cash flows has been prepared using the indirect method. The indirect method implies that the consolidated result for the year is adjusted for items and expenses that are not cash flows and for autonomous movements in operating working capital (excluding impact from business acquisitions). Cash payments to employees and suppliers are recognised as cash flows from operating activities. Cash flows from operating activities also include costs of business acquisition and divestment-related costs, spending on provisions, and income taxes paid on operating activities.

Cash flows from financing activities comprise the cash receipts of the exercise of share options, payments for issued shares, debt instruments, and short-term financing.

New and amended standards

In the current period, Just Eat Takeaway.com has mandatorily adopted a number of amendments to IFRS issued by the IASB that are effective for the current accounting period.

The following amendments to standards were applied for the first time in 2021, resulting in consequential changes to the accounting policies and other Note disclosures, where applicable:

• Amendments to IFRS 16 Covid-19-related Rent Concessions (beyond 30 June 2021)

• Amendments to IFRS 4 Insurance contracts - deferral of IFRS 9

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest rate benchmark reform - phase 2

The abovementioned amendments do not have a significant impact on the disclosures or on the amounts reported in these consolidated financial statements.

New and amended standards and interpretations not yet effective

Certain new accounting standards and interpretations have been issued but are not yet effective for the year ended 31 December 2021 and have not been early adopted:

• Adoption of IFRS 17 Insurance contracts

• Amendments to IAS 1 Classification of Liabilities as Current or Non-current

• Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting policies

• Amendments to IAS 8 Definition of Accounting Estimates

• Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction

• Amendment to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets, and Annual Improvements 2018-2020

• Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

None of the accounting standards issued but not yet effective are expected to have a significant impact on these consolidated financial statements.

F-13

Critical accounting judgements and key sources of estimation uncertainty

In applying Just Eat Takeaway.com’s accounting policies, the Management Board is required to make judgements that may have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying Just Eat Takeaway.com’s accounting policies

The following are the critical accounting judgements that have the most significant effect on the amounts recognised in the consolidated financial statements:

Principal versus agent revenue recognition

Judgement is required in evaluating whether we are the principal or an agent in transactions with our customers. The evaluation is based on whether Just Eat Takeaway.com controls the goods or services provided to the customer and therefore is the principal in the transaction and presents revenue on a gross basis, or arranges for other parties to provide the service to the customer and therefore is an agent in the transaction and presents revenue on a net basis.

The Management Board has determined that, for order facilitation services, Just Eat Takeaway.com is an agent as consumers use the Just Eat Takeaway.com platforms to choose a Partner’s distinct offerings and place an order for them, with fulfilment of the food order always remaining the responsibility and within the control of the Partner. Just Eat Takeaway.com does not pre-purchase or otherwise obtain control of the Partner’s goods or services prior to their transfer to the consumer.

In addition to order facilitation services, Just Eat Takeaway.com includes the option of delivery services in contracting with Partners. If Just Eat Takeaway.com contracts with a Partner for Just Eat Takeaway.com to provide delivery services, the Management Board has determined that the delivery service is controlled by Just Eat Takeaway.com because (i) Just Eat Takeaway.com has the responsibility for performing the delivery service, including but not limited to, identifying and directing the couriers to perform the delivery services, thereby controlling the service before it is transferred to the consumer; (ii) Just Eat Takeaway.com remains at all times primarily responsible to its customers for delivering the food to the consumer; and (iii) Just Eat Takeaway.com has sole discretion in setting the transaction price for the delivery services (as well as the other key terms) and the sole ability to decline services for delivery.

The majority of Just Eat Takeaway.com’s revenue is recognised when the transaction is completed, i.e. when the order is delivered to the consumer and it is probable that Just Eat Takeaway.com will collect the related consideration, that being on delivery of food to a consumer. Just Eat Takeaway.com typically receives the fees within a short period of time following completion of the transaction. Order facilitation commission revenue is recorded on a net basis as Just Eat Takeaway.com has concluded that it is acting as an agent. Fees and commissions for delivery services are recognised in revenue, with the cost incurred in providing the delivery services and processing transactions included in order fulfilment costs, as Just Eat Takeaway.com has concluded that it is acting as the principal where Just Eat Takeaway.com controls the delivery service.

Taxation

As a result of the geographical spread of our operations and the varied, increasingly complex nature of local and global tax law, there are some transactions for which the ultimate tax determination is uncertain during the ordinary course of business. Resolving tax issues can take several years and is not always within our control.

For each Just Eat Takeaway.com entity, the current income tax expense is calculated and (material) differences between the accounting and tax base are determined, resulting in deferred tax assets or liabilities. These calculations may deviate from the final tax assessments, which will be received in future periods.

In determining the amount of current and deferred tax, the impact of uncertain tax positions and whether additional taxes and interest may be due are taken into account. Just Eat Takeaway.com believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that the relevant tax authority will not accept the tax treatment under tax law. The provisions are measured at the best estimate of the amount expected to become payable. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognised in the period in which the change occurs. This requires the application of judgement as to the ultimate outcome, which can change over time depending on facts and circumstances. Judgements mainly relate to transfer pricing, including inter-company financing, expenditure deductible for tax purposes and restructuring of the assets in order to align the tax and legal structure with the business model of Just Eat Takeaway.com.

F-14

A deferred tax asset is recognised to the extent that it is probable that sufficient and suitable future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. Relevant tax law is considered to determine the availability of the losses to offset against the taxable profits in the future. Recognition of deferred tax assets therefore involves judgement regarding the future financial performance of the entities for which the deferred tax asset has been recognised and is therefore inherently uncertain. See Note 9 for details of the deferred tax asset arising from tax losses recognised.

Liabilities in respect of uncertain tax positions, if these would occur, are measured based on interpretation of country-specific tax law and assigning probabilities to the possible likely outcomes and range of taxes payable in order to ascertain a weighted average probable liability. In-house tax experts, external tax experts and previous experience are used to help assess the tax risks when determining and recognising such liabilities. See Note 9 for details of the uncertain tax positions.

Key sources of estimation uncertainty

The following are the key sources of estimation uncertainty that have the most significant effect on the amounts recognised in financial statements:

Valuation of goodwill and intangible assets

Business combinations entered into during the period require an estimation of the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed. The key sources of estimation uncertainty are related to the initial valuation of goodwill and intangible assets. This requires an estimation of the future cash flows expected to arise from the acquisition and a suitable discount rate in order to calculate present value. The assumptions included to derive these discounted cash flows include order growth rates and the weighted average cost of capital ("WACC"). In addition, the valuation of individual intangible assets is dependent on estimates regarding royalty rates (Technology platforms and Brand names) and attrition rates (Consumer lists and Restaurant databases).

Refer to Note 11 for more information on business combinations.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires the Management Board to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, an impairment loss may arise.

The key sources of estimation uncertainty in the assessment of goodwill impairment are the assumptions around the forecast period, revenue growth rates, long-run Adjusted EBITDA margin, and the WACC. Should the actual performance be worse than assumptions made relating to the forecast period, revenue growth and long-run Adjusted EBITDA margin, or if future outlook changes over time, there is a significant risk of a material adjustment to goodwill within the next 12 months. Changes in the competitive or regulatory environment or changes in technology could result in significant changes to revenue growth and the long-run Adjusted EBITDA margin. For example, a new competitor may enter a market, commission (fee caps), labour or other relevant regulations may change. Such risks are actively monitored and factored into future cash flow estimates when known or anticipated.

Refer to Note 12 for more information on the carrying amounts and impairment analyses performed.

F-15

Impairment of intangible assets other than goodwill

Intangible assets other than goodwill are impaired if the carrying value exceeds the recoverable amount (i.e. the higher of fair value less costs of disposal and value in use). An impairment test is carried out on the intangible asset or CGU where there is an indication of impairment during the year. In such cases, the Management Board determines the value in use by estimating the future cash flows expected to arise from the asset or CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

Refer to Note 13 for more information on the nature of these intangible assets, the carrying amounts and impairment analyses performed.

Useful lives of other intangible assets

The useful lives of intangible assets other than goodwill are determined based on best practice within Just Eat Takeaway.com and are in line with common market practice. Just Eat Takeaway.com reviews the remaining useful lives of its other intangible assets annually.

The uncertainty included in this estimate is that the useful lives are estimated longer or shorter than the actual useful lives of the intangible assets, which could possibly result in changes in amortisation in future years and/or impairments at the end of the actual useful lives of the related intangible assets.

Provisions and contingencies

In determining the likelihood and timing of potential cash outflows, Just Eat Takeaway.com needs to make estimates. For claims and litigation, the assessment is based on internal and external legal assistance and established precedents. For contingencies, Just Eat Takeaway.com is required to exercise significant judgement to determine whether the risk of loss is possible but not probable. Contingencies involve inherent uncertainties including, but not limited to, court rulings and negotiations between affected parties.

Refer to Note 23 and Note 30 for more information on provisions and contingencies.

3 Revenue

Revenue is measured based on the consideration to which Just Eat Takeaway.com expects to be entitled from contracts with customers and excludes amounts collected on behalf of third parties. Just Eat Takeaway.com recognises revenue when it transfers control of a product or service to a customer.

A performance obligation is the unit of account for revenue recognition. At contract inception, Just Eat Takeaway.com identifies the performance obligations within the contract. To determine whether a promised service (or bundle of services) is distinct, Just Eat Takeaway.com applies judgment using two criteria:

•	Capable of being distinct: the customer can benefit from the good or service on its own or together with other readily available resources. If Just Eat Takeaway.com regularly sells the good or service separately, then this is an indicator for the good or service’s capability of being distinct.
•	Distinct within the context of the contract: Just Eat Takeaway.com considers a promise distinct within the context of the contract when the promised transfer of the good or service is separately identifiable from other promises in the contract.

Revenue is derived principally from commission fees paid by Partners for use of Just Eat Takeaway.com’s platforms in connecting Partners to consumers and from delivery services provided. Revenue is presented net of any discounts provided to Partners or consumers, VAT and other sales-related taxes. There are no significant financing components in the contracts.

Revenue, disaggregated according to whether it is order-driven or ancillary in nature, is as follows:

€ millions	2021	2020	2019
Order-driven revenue	4,314	1,975	410
Ancillary revenue	181	67	6
Revenue	4,495	2,042	416

Just Eat Takeaway.com has revised its disaggregation of revenue. The purpose of the revision is to distinguish between revenues which are earned directly from orders placed on Just Eat Takeaway.com's platforms and revenues which are not. The comparatives have been adjusted accordingly.

F-16

For all revenue streams of Just Eat Takeaway.com, no obligation for returns or other forms of warranty are applicable, other than the vouchers and refunds issued as described below.

Due to Just Eat Takeaway.com’s highly fragmented participating Partner base, no single Partner contributed 10% or more to Just Eat Takeaway.com’s revenue in 2021 (2020: none, 2019: none).

Order-driven revenue

Order-driven revenue consists of all revenue streams which are earned from orders placed on Just Eat Takeaway.com’s platforms. Order-driven revenue is earned from Partners and consumers and primarily includes commission fees and consumer delivery fees which are charged on a per order basis.

Commission revenue

Commission revenue is earned through the contracts with Partners and through arrangements entered into with consumers via Just Eat Takeaway.com’s ordering platforms. Commission revenue primarily arises from commission fees charged for order facilitation services, including those commissions from Partners where Just Eat Takeaway.com also provides the delivery services.

The primary performance obligation in the contracts with Partners is to connect Partners with consumers and facilitate orders. For Partners that do not deliver themselves, there is an additional performance obligation to provide delivery services.

Commission revenue is primarily earned from Partners on a per order basis as a percentage of the order value. The commission charged covers both the order facilitation performance obligation and, where the Partner has opted for delivery services, commission for that delivery service performance obligation. Revenue is recognised when the order is delivered, being the point at which no transactional obligations remain. Just Eat Takeaway.com typically receives the fees within a short period of time following completion of the transaction.

For the order facilitation service, Just Eat Takeaway.com acts as an agent and recognises revenue on a net basis. For the delivery service, Just Eat Takeaway.com acts as a principal and recognises revenue on a gross basis, with the cost of delivery recorded in Order fulfilment costs.

Consumer delivery fees

Consumer delivery fee revenue is earned when Just Eat Takeaway.com is responsible for providing the delivery services for orders from Partners that do not deliver themselves.

Consumer delivery fees are charged on a per order basis. Revenue is recognised when the order is delivered, being the point at which no transactional obligations remain. This is irrespective of whether the individual making the delivery is an employed courier, independent contractor or a courier hired through a third-party delivery company or agency, as Just Eat Takeaway.com maintains primary responsibility for delivery under all of these arrangements. Just Eat Takeaway.com typically receives the fees within a short period of time following completion of the transaction. For the delivery service, Just Eat Takeaway.com acts as a principal and recognises revenue on a gross basis, with the cost of delivery recorded in Order fulfilment costs.

Vouchers and refunds

Discount vouchers are offered to a limited number of consumers to acquire, re-engage, or generally increase consumers’ use of Just Eat Takeaway.com’s platforms. Discount vouchers are recognised as a reduction to revenue when the voucher is redeemed by the consumer. As the discount does not establish a contract with the consumer and is in respect of future orders, no liability is recorded at the point when the discount vouchers are issued. Discount vouchers have an expiry date.

Refunds and customer care vouchers are given where there is an unsatisfactory consumer experience. Refunds and customer care vouchers are recognised as a reduction to revenue when the refund or voucher is awarded, which typically occurs shortly after the original order. Upon issuance of a voucher a proportion of the transaction price is allocated and deferred as a liability. The liability recognised at the end of each reporting year reflects amounts for customer care vouchers not yet redeemed or credited to a consumer’s account, excluding any which have expired or are not expected to be redeemed.

Ancillary revenue

Merchandise

Revenue for the sale of merchandise is recognised at the point the goods are delivered and control has transferred to Partners.

F-17

Promoted placement

Depending on the market, promoted placement fees are charged to Partners using a cost per order model, which is classified as order-driven revenue, and cost per click model or a fixed-fee model which are classified as ancillary revenues as they do not relate directly to orders.

For all three models, Just Eat Takeaway.com’s performance obligation is to place the Partner in a promoted position appearing more prominently in the search results on the platform for selected locations and, for the fixed fee model, for a specific duration as agreed upon in the contract. Under the cost per order and cost per click models, revenue is recognised when the order is delivered or when the clicks have been generated, respectively. Under the fixed fee model, revenue is recognised on a time-elapsed basis over the duration of the contract.

Subscription fees

Subscription revenue consists of subscription fees charged either to Partners to access the platforms or to consumers in return for zero delivery fees on qualifying orders from eligible Partners. Just Eat Takeaway.com's performance obligations to Partners and consumers are respectively to provide access to the platforms and to stand-ready to provide delivery services. Just Eat Takeaway.com acts as a principal for both performance obligations. Revenue is recognised on a time-elapsed basis over the period of the contract as this best reflects the transfer of the services to Partners and consumers.

Contract Acquisition Costs

Just Eat Takeaway.com defers the incremental costs of obtaining and renewing Partner contracts, primarily consisting of commissions and bonuses and related payroll taxes, as contract acquisition assets within Other non-current assets. Contract acquisition assets are amortised on a straight-line basis to Staff costs over the useful life of the contract, which is estimated to be approximately 4 years based on anticipated customer renewals. As at 31 December 2021, Just Eat Takeway.com deferred €20 million of contract acquisition costs (2020: nil). During 2021, €1 million of related expenses were amortised (2020: nil, 2019: nil).

4 Order fulfilment cost

Order fulfilment costs consist of courier costs and order processing costs.

Courier costs relate to wages and salaries, social security charges, pension premium contributions for couriers with whom Just Eat Takeaway.com has an employment agreement and other courier related costs. In addition, courier costs include the cost of engaging couriers through agencies, as independent contractors or through third-party delivery companies as contracted by Just Eat Takeaway.com.

The order processing costs contain fees charged by external online payment service providers to process online payments for consumers on behalf of the Partner; order management costs for transmitting orders from consumers to Partners (such as the costs of the infrastructure, SMS costs and the cost of GPRS printers); and other costs, including the cost of merchandise sold.

€ millions	2021	2020	2019
Courier costs	2,517	727	70
Order processing costs	406	193	41
Order fulfilment costs	2,923	920	111

Order processing costs mainly contain online payment services costs of €271 million (2020: €93 million, 2019: €21 million) and order management costs of €94 million (2020: €51 million, 2019: €13 million).

F-18

5 Staff costs

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if Just Eat Takeaway.com has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Staff costs comprise directly attributable costs of staff and Managing Directors and Supervisory Directors, social security charges, pension premium contributions, share-based payments and temporary staff expenses. Staff costs exclude costs related to employed or indirectly employed couriers, which are included in courier costs.

Pension premium payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered services entitling them to the contributions. Pension premiums are paid for by Just Eat Takeaway.com.

€ millions	2021	2020	2019
Wages and salaries	655	313	83
Social security charges	85	43	13
Pension premium contributions	33	13	2
Share-based payments	81	23	3
Temporary staff expenses	36	25	11
Staff costs	890	417	112

The pension costs of Just Eat Takeaway.com are primarily related to defined contribution retirement benefit plans for all qualifying employees of Just Eat Takeaway.com, limiting Just Eat Takeaway.com’s legal obligation to the amount it agrees to contribute during the period of employment. The assets of the plans are held separately from those of Just Eat Takeaway.com in funds under the control of pension insurance companies and pension funds. The defined contribution retirement benefit plans held by the foreign subsidiaries are similar to those held in the Netherlands.

The pension premium contribution payable to the pension provider is recorded as an expense. The capital available for the purchase of a pension equals the investment value as at pension date, which has not been guaranteed by Just Eat Takeaway.com. Based on the administrative regulations, Just Eat Takeaway.com has no other obligations than the pension premium payments.

Share-based payment charges in scope of IFRS 2 are recognised in Staff costs, refer to Note 6 Share-based payments.

The temporary staff expenses relate to costs of contingent workers such as agency workers or contractors.

F-19

6 Share-based payments

Equity-settled share-based payments to employees and Managing Directors are measured at the fair value of the equity instruments at the grant date (also referred to as the “measurement date”). The fair value excludes the effect of non-market-based vesting conditions.

The fair value determined at the measurement date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the number of shares and options that will eventually vest, with a corresponding increase in shareholders’ equity. At the end of each reporting period, the Company revises its estimate of the number of shares and options expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled share-based payments reserve.

Share-based payment transaction in a business combination

When the share-based payment awards held by the employees of an acquiree (acquiree awards) are replaced by the Company’s share-based payment awards (replacement awards), both the acquiree awards and the replacement awards are measured in accordance with IFRS 2 (“market-based measure”) at the acquisition date. The portion of the replacement awards that is included in measuring the consideration transferred in a business combination equals the market-based measure of the acquiree awards multiplied by the ratio of the portion of the vesting period completed to the greater of the total vesting period or the original vesting period of the acquiree award. The excess of the market-based measure of the replacement awards over the market-based measure of the acquiree awards included in measuring the consideration transferred is recognised as remuneration cost for post-combination service.

However, when the acquiree awards expire as a consequence of a business combination and the Company replaces those awards when it does not have an obligation to do so, the replacement awards are measured at their market-based measure in accordance with IFRS 2. All of the market-based measure of the replacement awards is recognised as remuneration cost for post-combination service.

At the acquisition date, when the outstanding equity-settled share-based payment awards held by the employees of an acquiree are not exchanged by the Company for its share-based payment awards, the acquiree share-based payment transactions are measured at their market-based measure at the acquisition date. If the share-based payment transactions have vested at the acquisition date, they are included as part of the non-controlling interest in the acquiree. However, if the share-based payment transactions have not vested at the acquisition date, the market-based measure of the unvested share-based payment transactions is allocated to the non-controlling interest in the acquiree based on the ratio of the portion of the vesting period completed to the greater of the total vesting period or the original vesting period of the share-based payment transaction. The balance is recognised as remuneration cost for post-combination service.

The following share-based payment schemes existed during the period:

• Long-Term Incentive Plans (“LTIPs”) for the Management Board;

• Short-Term Incentive plan (“STI”) for the Management Board;

• The newly adopted Employee Long Term Incentive Plan ("ELTIP");

• The newly adopted Employee Short Term Incentive Plan ("ESTI");

• The Employee Share Options Plan (“ESOP”);

• The Performance Share Plan (“PSP”) and Restricted Share Plan (“RSP”);

• The Just Eat Sharesave Plans and the Just Eat Deferred Share Bonus Plan 2018 (“DBSP”); and

• The rolled-over Grubhub share plans ("the Grubhub rollover plans"), including:

• the Grubhub Inc. 2015 Long-Term Incentive Plan;

• the 2013 Omnibus Incentive Plan;

• the SCVNGR, Inc. 2013 Stock Incentive Plan; and

• the Tapingo Ltd. 2011 Option Plan.

F-20

LTIPs

The Company has equity-settled performance-based LTIPs in place for the Management Board to strengthen the alignment with shareholders’ interests. There have been five grants under the LTIPs:

• LTIPs 2017-2019, 2018-2020 and 2019-2021, all vested as per 31 December 2021;

• LTIP 2020-2023 granted as at 21 May 2020 (legal grant date); and

• LTIP 2021-2024 granted as at 19 May 2021 (legal grant date).

Under these LTIPs, conditional performance options were granted to each Managing Director. These options shall vest three years after the relevant grant date, subject to service conditions, non-market and market performance conditions to be assessed over a three-year period.

The target award level is 100% of base fee for each Managing Director. The number of conditionally granted share options is 100% of base fee divided by the share price average of the five-day period after the annual general meeting. The LTIP 2019-2021 vested as per 31 December 2021 and based on the relative weight of the targets under the performance conditions, 100% of the granted share options vested.

The measurement date is the date at which the Company and the Managing Directors agree to the LTIP and requires that the Supervisory Board and all Managing Directors have a shared understanding of the terms and conditions of the LTIP. Under the remuneration policy there is an annual grant to each Managing Director with a three-year vesting period for each grant.

The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the Managing Directors to be entitled unconditionally to the options granted. The vesting conditions are:

• One service condition (being continued employment for a period of three years from the grant date);

• Two non-market performance conditions (being revenue growth and a strategic target, with relative weights of 37.5% and 25% respectively); and

• One market performance condition (being relative Total Shareholder Return (TSR) against the AEX, FTSE 100, and NASDAQ 100 index with a relatively weight of 37.5%).

Since a variable number of conditional performance options to the value of a fixed amount is awarded, commonly known as share options “to the value of”, Just Eat Takeaway.com has assessed the impact of the service condition and performance conditions on the long-term incentive costs for the LTIPs.

The details of conditional performance share options granted under the LTIP for Managing Directors as at 31 December 2021 are as follows:

	31 December 2021			31 December 2020			31 December 2019
	Number of share options		Weighted-average exercise price (in €)	Number of share options		Weighted-average exercise price (in €)	Number of share options		Weighted-average exercise price (in €)
Outstanding as at the beginning of the period	89,559		40.10	80,023		46.25	83,905		47.38
Granted during the period	19,075		-	14,233		-	-		-
Forfeited during the period	-		-	-		-	(3,882	)	23.37
Exercised during the period	(5,780	)	23.37	(4,697	)	23.37	-		-
Expired during the period	-		-	-		-	-		-
Outstanding as at the end of the period	102,854		33.60	89,559		40.10	80,023		46.25
Exercisable as at the end of the period	69,546			44,003			15,535

F-21

The weighted average fair value for share options granted during the period was €30.93 (2020: €101.96, 2019: €0).

The conditional performance options were priced using Monte Carlo simulation. The inputs to the model for the share options were as follows:

		LTIP 2021-2024			LTIP 2020-2023
Exercise price		nil			nil
Expected volatility		40.51	%		38.81	%
Expected dividend yield		0.00	%		0.00	%
Risk-free rate		-0.62	%		-0.72	%
Vesting period		3 years			3 years
Share price at valuation date	€	45.88		€	92.40
Average share price prior to performance period	€	93.53		€	77.84

The assumptions made in the pricing model for the LTIP are based upon publicly available market data and internal information and are as follows:

•	The maximum number of shares and options to be granted to the LTIP participants is directly linked to the fixed salary of each Managing Director at grant date.
•	The expected volatilities of the share prices of the Company and the constituents of the three indices (AEX, FTSE 100, NASDAQ 100) are based on the historical volatility on a daily basis, over a period of 3 years, prior to the valuation date.
•	The correlation coefficients are based on the logarithm of the daily share price return over a 3-year period, prior to the valuation date.
•	No dividends are expected to be declared during the vesting period.
•	The risk-free rate is based on zero-coupon government bond yields based on the applicable currencies with a yield to maturity of 3 years.
•	The constituents of the three indices (AEX, FTSE 100, NASDAQ 100) are determined at the start of the performance period.

Share options exercised under the LTIP during the period

5,780 of the share options granted under the LTIPs were exercised during 2021 with a weighted average share price of €46.88 (2020: 4,697 with a weighted average share price of €97.30, 2019: 0)).

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 7 years (31 December 2020: 8 years, 31 December 2019: 8 years). The exercise prices are between €0 and €54.62.

STI

The remuneration of the Managing Directors consists of variable remuneration in the form of STI, which will be delivered partly in cash and partly as a deferred award of shares in the Company. Any STI outcome achieved above 75% (at-target) of base fee will be delivered as a deferred award of Company shares, with the period of deferral being three years with one-third of the amounts deferred vesting and being capable of release at each anniversary of the making of the deferred award. The vested awards will be subject to a further holding period of two years.

Performance over each financial year is measured against stretching targets set by the Supervisory Board at the beginning of the year, based on the budget and taking into account the strategy aspirations. The maximum level of the STI outcome for a Managing Director is 150% of base fee per year.

The measurement date is the date at which the Company and the Managing Directors agree to the STI, and requires that the Supervisory Board and all Managing Directors have a shared understanding of the terms and conditions of the STI. The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the Managing Directors to be entitled to the shares granted. The vesting conditions include several non-market performance conditions.

F-22

The performance measures comprise of a mix of financial measures (75%) and non-financial measures (25%), supporting the strategy of Just Eat Takeaway.com:

• Number of new consumers (25%);

• Number of active consumers (25%);

• Number of orders per consumer (25%); and

• Certain personal / non-financial measures (25%).

STI outcomes are calculated following the determination of achievement against performance measures and targets measured over 12 months, from 1 January until 31 December of the relevant financial year.

Based on the STI outcome for 2021, no deferred shares were awarded to the Managing Directors.

ELTIP

The Company has implemented a new equity-settled Employee Long-term Incentive Plan. Under the ELTIP, depositary receipts on shares and share options are granted to eligible participants. The award value is based on the participant's job grade and is calculated as a percentage of base salary. The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the participants to be entitled unconditionally to the shares or options granted.

Share awards granted under this plan are not subject to any performance conditions, the only vesting condition applicable is a service condition, which is generally three years. The number of shares granted is the award value divided by the five-day average share price prior to the date of grant.

Share option awards under this plan are granted as nil-cost options that vest to the extent a service condition and performance conditions are satisfied, predominantly over a timespan of three years with some awards vesting quarterly or annually. Participants are not entitled to any dividends during the vesting period. No share options were granted to eligible employees during the period.

The details of shares granted under the ELTIP as at 31 December 2021 are as follows:

	31 December 2021
	Number of shares		Weighted-average grant-date fair value (in €)
Outstanding at the beginning of the period	-		-
Granted during the period	1,005,093		65.99
Forfeited during the period	(49,627	)	72.09
Vested during the period	(14,785	)	73.80
Expired during the period	-		-
Outstanding at the end of the period	940,681		65.55

ESTI
The Company has implemented a new equity-settled Employee Short-term Incentive Plan during 2021 as a result of the conversion from the cash bonus plan to an equity-based incentive plan. Under the ESTI, shares are granted to eligible participants subject to certain performance conditions.

The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the participant to be entitled unconditionally to the shares granted. The vesting conditions are:

•

A service condition, being continued from the start of the performance period, 1 January of the relevant year (or the date of employment, if later), until the final awards are granted to the participant, generally in March of the next financial year;

•

Two non-market performance conditions, with a relative weighting depending on the participant's job grade:

1. A personal performance element, based on the participant's performance rating over the relevant year;

2. A business performance element, based on Just Eat Takeaway.com's performance in relation to specified KPIs over the relevant year.

F-23

The details of shares granted under the ESTI as at 31 December 2021 are as follows:

	31 December 2021
	Number of shares	Weighted-average grant-date fair value (in €)
Outstanding at the beginning of the period	-	-
Granted during the period	544,424	51.40
Forfeited during the period	(11,403)	51.40
Vested during the period	-	-
Expired during the period	-	-
Outstanding at the end of the period	533,021	51.40

The award value is based on the participant's job grade and is calculated as a percentage of base salary. The performance period for these awards is from 1 January of the relevant year until 31 December of the relevant year. Participants are not entitled to any dividends during the vesting period.

As per 31 December 2021, the personal performance element is not final as the personal performance ratings are still to be determined. At the end of the reporting period, Just Eat Takeaway.com has therefore estimated the number of equity instruments that will be awarded for the purposes of recognising the services received during the period between service commencement date and period end. Once the performance ratings are finalised, the estimate will be revised so that the amounts recognised for services received in respect of the grant are ultimately based on the actual number of equity instruments awarded.

ESOP

The Company has an equity-settled ESOP for senior management and certain other employees. Under the ESOP, depositary receipts on shares and share options are awarded to participants on an annual basis. The vesting of these shares and share options is solely subject to a service condition being continued employment of 3 years. The contractual life of the share options is 10 years from the grant date.

The vesting of the shares and share options under the ESOP is 0% in the first year after the grant date, 67% in the second year after the grant date, and 33% in the third year after the grant date. For the shares granted under the ESOP in 2020, vesting is generally in three equal parts over the three-year vesting period. However, given that the ESOP Participant must remain in service, the long-term incentive costs are spread equally over the service period.

No new grants were made under this plan in 2021.

The details of shares and share options granted under the ESOP as at 31 December 2021 are as follows:

	31 December 2021						31 December 2020						31 December 2019
	Number of share options		Weighted- average exercise price (in €)	Number of shares		Weighted-average grant-date fair value (in €)	Number of share options		Weighted- average exercise price (in €)	Number of shares		Weighted-average grant-date fair value (in €)	Number of share options		Weighted- average exercise price (in €)	Number of shares		Weighted-average grant-date fair value (in €)
Outstanding at the beginning of the period	87,185		39.14	130,231		72.96	118,434		34.46	102,956		44.20	126,102		25.46	153,897		25.71
Granted during the period	-		-	-		-	5,691		80.17	80,572		80.79	30,084		60.96	54,481		60.09
Forfeited during the period	(1,575	)	65.41	(3,496	)	68.63	(2,438	)	63.23	(4,318	)	62.00	(836	)	54.62	(1,576	)	54.62
Exercised/vested during the period	(2,851	)	51.45	(60,145	)	69.46	(34,502	)	25.37	(48,979	)	26.36	(36,916	)	24.85	(103,846	)	24.98
Expired during the period	-		-	-		-	-		-	-		-	-		-	-		-
Outstanding at the end of the period	82,759		39.37	66,589		76.34	87,185		39.14	130,231		72.96	118,434		34.46	102,956		44.20
Exercisable at the end of the period	69,545						55,580						50,758

Share options exercised during the period

2,851 of the vested share options were exercised during 2021 (2020: 34,502, 2019: 36,916). The weighted-average share price at the date of exercise amounted to €79.06 (2020: €81.78, 2019: €72.63).

F-24

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 6 years (31 December 2020: 7 years, 31 December 2019: 8 years). The exercise prices are between €23.37 and €84.44.

PSP and RSP

The PSP and the RSP are equity-settled share-based payments plans under which awards were granted to eligible participants to help incentivise sustained performance over the long term and to promote alignment with the shareholders’ interests. Awards under the PSP and RSP were granted as nil-cost options that vested to the extent performance conditions were satisfied, predominantly over a timespan of three years. RSP awards granted are not subject to any performance conditions, the only vesting condition applicable is a three-year service condition. No new grants were made under these plans in 2021.

As per 31 December 2021, the performance conditions for the awards granted under the PSP are still to be defined, with the expectation that all awards will vest at 100% of target. Just Eat Takeaway.com has therefore estimated the fair value of the equity instruments at the end of the reporting period for the purpose of recognising the services received during the period between service commencement date and the measurement date. Once the performance targets have been established, or the first vesting has occurred, the estimate will be revised so that the amounts recognised for services received in respect of the grant are ultimately based on the measurement date fair value of the equity instruments.

The details of the share options granted under the PSP and RSP as at 31 December 2021 are as follows:

	PSP				RSP
	31 December 2021		31 December 2020		31 December 2021		31 December 2020
	Number of share options		Number of share options		Number of share options		Number of share options
Outstanding as at the beginning of the period¹	380,188		468,226		9,244		15,868
Granted during the period	-		-		-		-
Forfeited during the period	(72,186	)	(87,929	)	(720	)	(278	)
Exercised during the period	(30,469	)	(109	)	(862	)	(6,346	)
Expired during the period	-		-		-		-
Outstanding as at the end of the period	277,533		380,188		7,662		9,244
Exercisable as at the end of the period	21,189		13		-		-

¹The beginning of the period for 2020 is 15 April 2020, the date at which Just Eat Takeaway.com N.V. obtained control of Just Eat. Refer to Note 11 Business combinations for more details

Share options exercised during the period

31.331 of the vested share options were exercised during 2021 (2020: 6,455). The weighted-average share price at the date of exercise amounted to €72.76 (2020: 98.82).

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 8 years (31 December 2020: 8 years). Under the PSP and the RSP options were granted at nil cost.

Sharesave Plans and DSBP

The Sharesave Plans are equity-settled share-based payment under which eligible participants were offered the option to buy shares in Just Eat after a timespan of three years, based on a discounted share price set at grant date. Employees taking part in the scheme contribute to a savings pool from their salaries on a monthly basis, the full amount of which is repaid if the options lapse. The only vesting condition applicable to the Sharesave options is a three-year service condition.

The Just Eat Deferred Share Bonus Plan is an equity-settled share-based payment plan under which awards were granted to eligible participants based on a portion of the annual bonus for the preceding financial year. The award under this scheme vest in equal tranches over a three-year period.

No new grants were made under these plans in 2021.

F-25

The details of the share options granted under the Sharesave plans and the DSBP as at 31 December 2021 are as follows:

	Sharesave Plans						DSBP
	31 December 2021		31 December 2021	31 December 2020		31 December 2020	31 December 2021		31 December 2020
	Number of share options		Weighted-average exercise price (in €)	Number of share options		Weighted-average exercise price (in €)	Number of share options		Number of share options
Outstanding as at the beginning of the period¹	18,908		55.74	29,942		54.79	4,734		8,168
Granted during the period	-		-	-		-	-		-
Forfeited during the period	(4,016	)	59.23	(989	)	54.33	-		-
Exercised during the period	(4,738	)	55.32	(10,045	)	47.80	(3,156	)	(3,434	)
Expired during the period	-		-	-		-	-		-
Outstanding as at the end of the period	10,154		61.29	18,908		55.74	1,578		4,734
Exercisable as at the end of the period	10,841			2,471			-		1,578

¹The beginning of the period for 2020 is 15 April 2020, the date at which Just Eat Takeaway.com N.V. obtained control of Just Eat. Refer to Note 11 Business combinations for more details

Share options exercised during the period

4,738 of the vested Sharesave options and 3,156 of the vested DBSP options were exercised during 2021 (2020: 10,045 and 3,434 respectively). The weighted-average share price at the date of exercise amounted to €76.48 (2020: 94.45).

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 1 year (31 December 2020: 3 years). The exercise prices are between €49.95 and €59.84 for the Sharesave schemes. Under the DSBP, options were granted at nil cost.

Share-based payment plans of Grubhub acquired in the current year

Several share-based payment plans were in place at Grubhub prior to the business combination. All of these arrangements qualify as equity-settled share-based payment plans. These plans were rolled over and continued substantially under the same terms as the original plans following the business combination, with the exception that the awards now relate to the Company and not Grubhub ("replacement awards"). Non-qualified and incentive stock options and restricted stock units outstanding under the Grubhub rollover plans at the time of the business combination were replaced. Stock options and restricted stock units vest over different lengths of time, but generally over 4 years, and are commonly subject to forfeiture upon termination of employment prior to vesting. For all share options outstanding as at 31 December 2021, the exercise price of the options equals the fair value of the options on the grant date. The maximum term for stock options issued to employees under the Grubhub Inc. 2015 Long-Term Incentive Plan, the 2013 Omnibus Incentive Plan and the assumed Tapingo and LevelUp incentive plans is 10 years, and they expire 10 years from the date of grant. Participants holding restricted stock units are not entitled to any dividends during the vesting period.

A portion of the replacement awards is included in measuring the consideration transferred to obtain control, refer to Note 11 Business combinations.

F-26

There were no unreplaced awards under any of these plans. Other than the replacement awards, no new grants were made under these plans in 2021.

The details of the shares and options granted under the Grubhub rollover plans as at 31 December 2021 are as follows:

	31 December 2021
	Number of share options		Weighted-average exercise price (in €)	Number of shares		Weighted-average grant-date fair value (in €)
Outstanding at the beginning of the period^¹	1,647,504		55.63	2,447,654		77.54
Granted during the period	-		-	-		-
Forfeited during the period	(55,493	)	103.67	(356,913	)	77.54
Exercised/vested during the period	(87,426	)	43.98	(606,610	)	77.54
Expired during the period	-		-	-		-
Outstanding at the end of the period	1,504,585		54.57	1,484,131		77.54
Exercisable at the end of the period	1,457,828
¹The beginning of the period is 15 June 2021, the date at which Just Eat Takeaway.com N.V. obtained control of Grubhub. Refer to Note 11 Business combinations for more details

Share options exercised under the Grubhub rollover plans during the period

87.426 of the vested share options were exercised during 2021. The weighted-average share price at the date of exercise amounted to €76.97.

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 5 years. The exercise prices are between €0.24 and €29.04.

Total expense recognised for the period

Just Eat Takeaway.com recognised total expenses of €81 million related to equity-settled share-based payment transactions in 2021 (2020: €23 million, 2019: €3 million), of which €5 million is related to social securities These expenses are included in Staff costs.

Cash flow for the period

The cash flows related to the share options are included in the proceeds from issue of ordinary shares for the amount of €4 million (2020: €1 million, 2019: €1 million) as well as taxes paid for the net settlement of share-based payment awards for the amount of €16 million (2020 and 2019: nil).

F-27

7 Other operating expenses

Other operating expenses include expenses that are neither directly attributable to order fulfilment costs nor staff costs, nor the financing of Just Eat Takeaway.com.

€ millions	2021	2020	2019
Marketing expenses	684	369	143
Housing expenses	21	10	4
Professional fees	91	78	54
Other staff related costs	98	36	17
IT related expenses	93	33	7
Outsourced service costs	97	47	-
Other operating expenses	80	82	9
Total other operating expenses	1,164	655	234

Housing expenses in 2021, 2020 and 2019 only include non-lease (“service”) components.

Other operating expenses mainly relate to directors and officers' liability insurance of €17 million, shipping costs of €11 million, administration expenses of €10 million and digital service tax of €6 million (2020: mainly comprised of digital service tax of €15 million and stamp duties related to the Just Eat Acquisition of €35 million, 2019: €0 million).

8 Finance income and expense

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. Finance expenses are accounted for on an accrual basis.

€ millions	2021		2020		2019
Other finance income	3		3		0
Net foreign exchange gain	20		-		-
Finance income	23		3		0

Interest on convertible bonds	(49	)	(19	)	(11	)
Interest on senior notes	(11	)	-		-
Interest on lease liabilities	(5	)	(2	)	(1	)
Other interest expense	(6	)	(5	)	(1	)
Other finance expense	(4	)	(4	)	(3	)
Finance expense	(75	)	(30	)	(16	)

Finance expense mainly consists of interest related to the 2021 convertible bonds, 2020 convertible bonds and 2019 convertible bonds of €49 million (2020: €19 million, 2019: €11 million) as well as interest related to the senior notes of €11 million (2020 and 2019: nil). In addition, finance income includes foreign exchange gains and losses (on a net basis). In 2020 a net foreign exchange loss of €1 million was included in Other finance expense (2019: €0 million).

The weighted average rate on funds borrowed in 2021 is 3.06% per annum (2020: 4.8%, 2019: 5.2%). Just Eat Takeaway.com did not capitalise borrowing costs in 2021 (2020 and 2019: nil).

The amounts paid in 2021 are mainly related to interest on convertible bonds of €11 million (2020: €8 million, 2019: €3 million), interest on senior notes of €24 million (2020: nil, 2019: nil), and other interest and finance expenses of €11 million (2020: €6 million, 2019: €4 million).

F-28

9 Income taxes

Income tax expense represents the sum of current and deferred tax expenses.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from “loss before tax” as reported in the Consolidated statement of profit or loss and OCI because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

Just Eat Takeaway.com’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Current tax is recognised in profit or loss, except when it relates to a business combination or for items directly recognised in equity or OCI.

A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that the relevant tax authority will not accept the tax treatment under tax law. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Interest and penalties related to income taxes, including uncertain tax treatments which do not meet definition of income taxes, are accounted for under IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets.’

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, and interests in joint ventures, except where Just Eat Takeaway.com is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised in profit or loss, except when it relates to a business combination or for items directly recognised in equity or OCI.

Just Eat Takeaway.com offsets deferred tax assets and deferred tax liabilities if Just Eat Takeaway.com has a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity; or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

F-29

Income tax recognised directly in profit or loss

€ millions	2021		2020		2019
Current tax expenses	(38	)	(26	)	(14	)
Deferred tax benefits / (expenses)	46		21		(21	)
Total tax recognised directly in profit or loss	8		(5	)	(35	)

Just Eat Takeaway.com’s transfer pricing policy is aligned with Just Eat Takeaway.com’s management structure, operating model and ownership of brands and platforms. Therefore, the Dutch entities together reported a consolidated loss whereas certain non-Dutch entities reported a taxable profit.

The current tax expense of €38 million (2020: €26 million, 2019 €14 million) relates mainly to the taxable result of the non-Dutch entities. The deferred tax benefit of €46 million (2020: €21 million benefit. 2019: €21 million expense) mainly relate to the temporary differences from the amortisation of intangible assets, the recognition of available tax losses carried forward and an offsetting effect on the impact of the UK tax rate change.

Changes to Dutch tax loss carry forward

Due to new tax legislation in the Netherlands, tax losses available can be carried forward indefinitely as of 2022 with a limitation of 50 percent of taxable income in excess of €1 million. The carried forward limitation was 6 years. As a result of the new tax legislation no additional losses have been recognised per 31 December 2021 compared to 31 December 2020.

UK tax rate change

The Third Reading of Finance Bill 2021 took place on 24 May 2021 confirming that the UK corporation tax will increase from 19% to 25% as of April 2023. The increase in corporate tax rate had a significant impact on the valuation of Just Eat Takeaway.com’s deferred tax positions in the UK, mainly the deferred tax liabilities recognised as part of the Just Eat Acquisition. The impact on the deferred tax expense for 2021 is €93 million.

Reconciliation of the effective income tax rate

The activities of Just Eat Takeaway.com are subject to corporate income tax in all countries it is active in, depending on presence and activity. The applicable statutory tax rates of the tax jurisdictions in which Just Eat Takeaway.com operates vary between 10% and 32%, which may cause the effective tax rate (“ETR”) to deviate from the Dutch corporate tax rate. The following table presents a reconciliation between the tax charge on the basis of the Dutch tax rate and the ETR.

The income tax expense / benefit for the year reconciled to the accounting loss is as follows:

€ millions	2021		%	2020		%	2019		%
Loss before income tax	(1,037	)		(165	)		(86	)
Income tax benefit calculated at 25% Dutch income tax rate	259		25.0%	41		25.0%	21		25.0%
Change of unrecognised deferred tax assets	(85	)	-8.2%	(19	)	-11.5%	(47	)	-54.2%
Adjustments for tax of prior periods	6		0.6%	2		1.2%	(2	)	-2.3%
Share based payments	(24	)	-2.3%	-		0.0%	-		0.0%
Effect of non-deductible expenses	(23	)	-2.2%	(28	)	-17.0%	(2	)	-2.1%
Effect of different tax rates of foreign subsidiaries	(10	)	-1.0%	2		1.2%	(7	)	-7.7%
Impact of tax rate changes	(93	)	-9.0%	-		0.0%	-		0.0%
Effect of share in results of associates and joint ventures	(22	)	-2.1%	(4	)	-2.4%	-		0.0%
Other	(0	)	0.0%	1		0.6%	1		1.1%
Income tax expense recognised in profit or loss	8		0.8%	(5	)	-2.9%	(35	)	-40.2%

The income tax benefit of €8 million in 2021 (2020: €5 million expense, 2019: €35 million expense) represents an ETR of 0.8% (2020: (2.9)%, 2019: (40.2)%). This ETR is primarily impacted by the effect of unrecognised deferred tax assets for tax losses, non tax-deductible expenses and the impact of tax rate changes.

F-30

Current tax assets/ (liabilities)

€ millions	2021		2020
Opening balance	(20	)	(35	)
Other movements	(6	)	(1	)
Current tax movement through equity	-		1
Additions from business combinations	17		10
Movements through goodwill	-		(1	)
Income tax (refunded) or paid	53		33
Income tax (expense)/ benefit	(38	)	(26	)
Foreign exchange movements	2		(1	)
Balance as at the end of the reporting period	8		(20	)

The total current tax expense of €38 million (2020: €26 million, 2019: €14 million) relates mainly to the taxable result of the non-Dutch entities and represents the tax charges on profits for the current year. For the disclosure on the additions from business combinations, reference is made to Note 11.

Net deferred tax position

€ millions	2021		2020
Deferred tax assets - gross	475		96
Offsetting	(473	)	(96	)
Deferred tax assets - net	2		-

Deferred tax liabilities - gross	(1,383	)	(642	)
Offsetting	473		96
Deferred tax liabilities - net	(910	)	(546	)
Net deferred tax asset / (liability)	(908	)	(546	)

Deferred tax assets

€ millions	Other intangibles		Tax losses and credits		Leases	Share based payments		Provisions	Other	Total
Opening balance as at 1 January 2020	8		13		7				0	28
Additions from business combinations	-		36		11	-		2	10	59
Movement through consolidated statement of profit or loss	-		(9	)	-	2		1	-	(6	)
Movement through goodwill	2		-		-	-		-	-	2
Other movements through equity	-		13		-			-	-	13
Balance as at 31 December 2020	10		53		18	2		3	10	96
Additions from business combinations	-		122		29	31		6	10	198
Movement through consolidated statement of profit or loss	(0	)	104		45	(13	)	0	9	145
Other movements through equity	-		9		-	(0	)	-	11	20
Other Movements	-		2		-	-		-	-	2
Reclassifications	(10	)	-		-	-		-	2	(8)
Foreign exchange movements	0		15		3	2		1	1	22
Balance as at 31 December 2021	-		305		95	22		10	43	475

F-31

The deferred tax assets mainly relate to the recognition of unused tax losses as well as temporary differences related to leases and share based payments from acquisitions. Other consists mainly of emission costs (€11 million), property and equipment (€9 million) and interest carry forwards (€7 million). The movement during the period mainly relates to the recognition of the tax losses.

An amount of €25 million (2020: €21 million) relating to deductible temporary differences without expiration date has not been recognised.

Deferred tax liabilities

€ millions	Intangibles		Convertible bonds		Leases		Property and equipment		Other		Total
Opening balance as at 1 January 2020	58		5		7		-		(1	)	69
Additions from business combinations	588		-		11		3		2		604
Movement through consolidated statement of profit or loss	(24	)	(3	)	(2	)	2		-		(27	)
Movement through goodwill	(1	)	-		-		-		-		(1	)
Other movements through equity	-		13		-		-		-		13
Foreign exchange movements	(15	)	-		-		(1	)			(16	)
Balance as at 31 December 2020	606		15		16		4		1		642
Additions from business combinations	503		-		28		8		1		540
Movement through Consolidated statement of profit or loss	60		(8	)	43		-		4		99
Other movements through equity	-		35		-		-		-		35
Reclassifications	(10	)	-		-		-		2		(8	)
Foreign exchange movements	72		-		3		-		-		75
Balance as at 31 December 2021	1,231		42		90		12		8		1,383

The deferred tax liability additions are recognised in relation to the other intangible assets from the acquisitions closed during the year, leases and in relation to the convertible bonds (as defined in Note 22). The net movement through equity of €15 million (€35 million movement in deferred tax liability and an offsetting €20 million movement in deferred tax asset) relates to the convertible bonds and the additional deferred tax asset recognition thereof. The movement through profit and loss during the period is mainly related to amortisation of intangible assets and an offsetting effect of the tax rate change impact.

No deferred tax liability has been recognised in respect of undistributed earnings of subsidiaries, joint ventures and associates. This is because Just Eat Takeaway.com is able to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.

Expiry period of unrecognised tax losses

€ millions	2021	2020
Within 1 year	3	-
In the next 2 to 10 years	10	180
Over 10 years	2	-
Unlimited	515	52
Total	530	232

€515 million (2020: €52 million) of unused tax losses of Just Eat Takeaway.com (for which no deferred tax asset has been recognised) have no statutory expiration.

EU State Aid

As a result of the Just Eat Acquisition in 2020, Just Eat Takeaway.com assumed a contingent liability of €3 million related to EU State Aid, see further disclosure in Note 30 Contingent liabilities.

F-32

Danish Tax Authority Dispute

In 2012, the Just Eat transfer pricing arrangements were updated, in line with the OECD Transfer Pricing Guidelines, to reflect the commercial and economic reality of its headquarters being established in the UK, whereas previously Just Eat was headquartered in Denmark. An Advanced Pricing Agreement (‘‘APA’’) was submitted to the Danish and UK competent authorities to obtain certainty over the position taken. Subsequently, the Danish Tax Authority opened a local transfer pricing audit into the periods covered by the APA and in January 2018 issued a formal notice of assessment from their findings, making a claim that the taxable income for fiscal year 2013 should be increased in relation to intellectual property income, equalling an additional tax payment of £126 million, including penalties and interest (which have continued to accrue since then).

Just Eat Takeaway.com strongly disagrees with the claim made by the Danish Tax Authority and has appealed the assessment through the Mutual Agreement Procedure (the ‘‘MAP’’) process between the UK Competent Authority and the Danish Competent Authority. During the MAP, the two Competent Authorities entered into discussions with the intention of resolving the transfer pricing dispute. Just Eat’s case was formally accepted into the MAP in April 2018. Under the MAP, the Competent Authorities have two years to reach a resolution.

On 6 August 2021, Just Eat Takeaway.com was informed by the Danish Competent Authority that the dispute is not expected to be resolved with a MAP between the UK Competent Authority and the Danish Competent Authority. As such the matter will now be resolved under arbitration. The Independent arbitration panel will consider the facts and reach Its own conclusion. As the underlying discussion remains unchanged during arbitration Just Eat Takeaway.com still expects the outcome to be a reallocation of income between the UK and Denmark with different tax rates applying over a different period, with net interest charges.

Just Eat Takeaway.com has made significant payments on account to the Danish Tax Authority, which in no way reflects Just Eat Takeaway.com’s position or the expected outcome, but as a means of mitigating against interest charges applied on the final agreed tax payment. As at 31 December 2021, the balance sheet includes both an asset and a liability in respect of this uncertain tax position, representing Just Eat Takeaway.com’s best estimate of the expected outcome of the arbitration.

10 Operating segments

An operating segment is a component of Just Eat Takeaway.com that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by Just Eat Takeaway.com’s Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

An operating segment is separately reportable if it meets any of the quantitative thresholds or if management believes that separately disclosing information about the segment would be useful.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Certain organisational changes were implemented within Just Eat Takeaway.com in 2021 causing a reassessment of the operating segments. Just Eat Takeaway.com is now organised on a regional level for the purpose of conducting its activities. This resulted in a change in the operating segments of Just Eat Takeaway.com during the second half of 2021, from individual countries as segments to regional segments. Comparative information has been restated to reflect this change. All Just Eat Takeaway.com entities perform the same business activity – online food delivery – under a single brand strategy in each market. Revenues are principally derived from commission fees paid by Partners for use of Just Eat Takeaway.com’s platforms in connecting Partners to consumers and from delivery services provided. Information reported to the CODM for the purposes of resource allocation and assessment of segment performance is done on the new regional levels.

The CODM is the Management Board at Just Eat Takeaway.com. The Management Board is jointly responsible for making strategic and operating decisions concerning Just Eat Takeaway.com’s business activities. Each region is identified as an operating segment. Just Eat Takeaway.com has four reportable segments that meet the quantitative thresholds with no aggregation applied, being North America, Northern Europe, United Kingdom and Ireland and Southern Europe and Australia & New Zealand ("ANZ"). The total external revenue reported by these operating segments constitutes more than 75% of Just Eat Takeaway.com’s total external revenue.

F-33

The operating segments are structured within the business as follows:

•	the North America segment includes the United States and Canada;
•	the Northern Europe segment includes Austria, Belgium, Denmark, Germany, Luxembourg, Norway, Poland, Switzerland, Slovakia and the Netherlands;
•	the United Kingdom and Ireland segment; and
•	the Southern Europe and ANZ segment includes Australia, Bulgaria, France, Israel, Italy, New Zealand, Portugal, Romania, and Spain.

The Management Board assesses the performance of operating segments mainly based on revenues and Adjusted EBITDA. Adjusted EBITDA is Just Eat Takeaway.com‘s segment measure of profit or loss to assess segment performance and allocate resources. Adjusted EBITDA allows management to identify trends and assess performance using comparable information between segments and periods. In 2021, Just Eat Takeaway.com has revised its definition of Adjusted EBITDA to Just Eat Takeaway.com's operating income / loss for the period adjusted for depreciation, amortisation, impairments, share-based payments, acquisition- and integration related costs and other items not directly related to underlying operating performance ("Other Items"). Other items include, amongst others, restructuring costs, certain legal, tax, and regulatory matters, and certain insurance income and costs. Comparative amounts have been adjusted due to the impact of the revised definition.

As the operating segments serve mainly external consumers, there is only insignificant revenue from transactions with other operating segments. There is no measure of segment assets and liabilities provided to the Management Board, as the majority of fixed assets and working capital of Just Eat Takeaway.com are managed on a centralised basis, nor any information on depreciation and amortisation.

Head office costs relates mostly to non-allocated expenses and includes all central operating expenses such as staff costs and project expenses for global support teams like legal, finance, business intelligence, human resources and Management Board.

The following is an analysis of Just Eat Takeaway.com’s revenue and results by reportable segment and the non-allocated expenses included in Head office as a reconciliation to the consolidated figures.

€ millions	North America		Northern Eurpore	UK & Ireland		Southern Europe & ANZ		Head office		Consolidated 2021
Revenue	1,634		1,064	1,249		548		-		4,495
Adjusted EBITDA	(11	)	256	(107	)	(262	)	(207	)	(331	)
Share-based payments										(81	)
Finance income										23
Finance expense										(75	)
Share of results of associates and joint ventures										(62	)
Other gains and losses										2
Depreciation, amortisation and impairment										(443	)
Acquisition related costs										(1	)
Integration related costs										(35	)
Other items										(34	)
Loss before income tax										(1,037	)

F-34

€ millions	North America	Northern Europe	UK & Ireland	Southern Europe & ANZ		Head office		Consolidated 2020
Revenue	404	723	611	303		-		2042
Adjusted EBITDA	42	216	160	(80	)	(141	)	198
Share-based payments								(23	)
Finance income								3
Finance expense								(30	)
Share of results of associates and joint ventures								(16	)
Other gains and losses								2
Depreciation, amortisation and impairment								(174	)
Acquisition related costs								(67	)
Integration related costs								(35	)
Other items								(23	)
Loss before income tax								(165	)

€ millions	North America	Northern Europe	UK & Ireland	Southern Europe & ANZ		Head office		Consolidated 2019
Revenue	-	392	-	24		-		416
Adjusted EBITDA	-	72	-	(13	)	(47	)	12
Share-based payments								(3	)
Finance income								(0	)
Finance expense								(16	)
Share of result associates and joint ventures								-
Other gains and losses								6
Depreciation, amortisation and impairment								(35	)
Acquisition related costs								(40	)
Integration related costs								(10	)
Other items								-
Loss before income tax								(86	)

The following is an analysis of Just Eat Takeaway.com’s non-current assets and revenue by the Company’s country of domicile, the Netherlands, and other main countries:

€ millions	2021	2020
United States	5,925	-
United Kingdom	4,372	4,170
Germany	1,231	1,260
Canada	1,129	1,069
Netherlands	17	18
Brazil (associate)	1,517	1,575
Rest of the World	1,698	1,432
Total non-current assets¹	15,889	9,524

1 Comprises non-current assets excluding financial instruments and deferred tax assets

€ millions	2021	2020	2019
United States	980	-	-
United Kingdom	1,184	576	-
Germany	567	374	205
Canada	654	404	-
Netherlands	234	174	119
Rest of the World	876	514	92
Total revenue	4,495	2,042	416

F-35

11 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interest issued by the Company in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

When the consideration transferred by the Company in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as shareholders’ equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within shareholders’ equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, Just Eat Takeaway.com reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

Business combinations 2021

Acquisition of Grubhub

On 10 June 2020, the Management Board announced that the Company and Grubhub had entered into a definitive agreement whereby the Company was to acquire 100% of the shares of Grubhub in an all-share transaction ("the Grubhub Acquisition"). On 7 October 2020, the Extraordinary General Meeting of the Company approved the acquisition of Grubhub. The acquisition was approved by Grubhub’s shareholders on 10 June 2021. The acquisition was completed on 15 June 2021, which is the date at which Just Eat Takeaway.com obtained control of Grubhub (the "acquisition date"). The Grubhub Acquisition enables Just Eat Takeaway to enter into the U.S. market and build further upon its strategic rationale of the Just Eat Acquisition.

Under the terms of the Grubhub Acquisition, Grubhub shareholders received American Depositary Shares ("ADSs") representing 0.6710 new Just Eat Takeaway.com N.V. ordinary shares in exchange for each Grubhub share. The following table provides the provisional information for the Grubhub Acquisition on the control date fair value of each major class of assets acquired and liabilities assumed. The consideration transferred consisted of 62.8 million ordinary shares issued and share-based payment replacement awards issued. The fair value of the ordinary shares issued was based on the Just Eat Takeaway.com N.V. 14 June 2021 closing share price of €73.89 per share. Between the date of the announcement (10 June 2020) and the acquisition date, our share price decreased from €98.60 to €73.89, resulting in a lower consideration transferred at acquisition date.

F-36

€ millions	15 June 2021
Ordinary shares issued (62.8 million)	4,640
Replacement awards	140
Consideration transferred	4,780

Other intangible assets	2,230
Property and equipment	76
Right-of-use assets	101
Deferred tax assets	198
Other non-current assets	8
Trade and other receivables	141
Other current assets	66
Current tax asset	19
Inventories	2
Cash and cash equivalents	175
Borrowings	(447	)
Deferred tax liability	(534	)
Lease liability	(102	)
Provisions	(32	)
Trade and other liabilities	(311	)
Current tax liability	(1	)
Total fair value of net identifiable assets and liabilities	1,589
Non-controlling interests	-
Goodwill recognised	3,191

The trade receivables comprise gross contractual amounts due of €120 million, of which none were expected to be uncollectable at the acquisition date.

The initial accounting for the Grubhub Acquisition has only been provisionally determined as at the end of the reporting period. The provisional purchase price allocation is based on an estimation of the fair value of the identifiable assets acquired and liabilities assumed, pending the completion of the independent valuation of these assets and liabilities. This estimation requires the Management Board to estimate the future cash flows expected to arise from the assets and a suitable discount rate in order to calculate present value. The main reason for being provisional is related to the resolution of the (contingent) liabilities and uncertain tax positions.. Just Eat Takeaway.com will continue to review this matter during the measurement period. If new information is obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition, then the accounting for the acquisition will be revised.

The Management Board believes that the assumptions used in the provisional purchase price allocation are appropriate as at 31 December 2021. The measurement period will end no later than 14 June 2022. Goodwill recorded in connection with the Grubhub Acquisition represents future economic benefits specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill is not deductible for tax purposes.

From the date control was obtained, the revenues of Grubhub amounted to €980 million and the net loss of Grubhub amounted to €120 million. The combined revenue and loss for the period of Just Eat Takeaway.com and the acquired business would have amounted to €5,331 million and €1,243 million, respectively, if control had been obtained on 1 January 2021. Such unaudited pro forma figures are not intended to represent or be indicative of Just Eat Takeaway.com’s results of operations or financial condition that would have been reported had the Grubhub Acquisition been completed as of 1 January 2021 and should not be taken as indicative of Just Eat Takeaway.com’s future results of operations or financial condition.

Acquisition of Bistro.sk

On 16 July 2021, the Management Board announced that the Company has entered into an agreement to acquire 100% of the shares in Bistro.sk a.s. in Slovakia for €49 million paid in cash (the "Bistro Acquisition"). The acquisition was completed on 30 September 2021, which is the date at which Just Eat Takeaway.com obtained control of Bistro.sk (the "acquisition date").

Just Eat Takeaway.com determined the provisional information for the Bistro Acquisition on the control date fair value of each major class of assets acquired and liabilities assumed. The acquisition has resulted in the recognition of goodwill of €26 million, other intangible assets of €30 million and deferred tax liabilities of €6 million.

F-37

The initial accounting for the acquisition has only been provisionally determined as at the end of the reporting period. The main reason for being provisional is related to the reasonable time needed to obtain all the information necessary to identify and measure the identifiable assets acquired, liabilities assumed and resulting goodwill, including the valuation of the acquired intangible assets. As a result of the short timeframe between the acquisition date and the end of the reporting period, the Company will continue to obtain all necessary information about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date. In addition to the completion of the valuation, should any new information be obtained within one year of the acquisition date about facts and circumstances that existed at the acquisition date, then the accounting for the acquisition will be revised.

The Management Board believes that the assumptions used in the provisional purchase price allocation are appropriate as at 31 December 2021. The measurement period will end no later than 29 September 2022. Goodwill recorded in connection with the acquisition represents future economic benefits specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill is not deductible for tax purposes.

Business combinations 2020

On 15 April 2020, Just Eat Takeaway.com obtained control of Just Eat plc (the “Just Eat Acquisition”). On 15 April 2020, the fair value of the consideration transferred was based on the share price of €89.68 per share. The acquisition did not result in any contingent consideration.

Between the date that the Just Eat Acquisition was declared wholly unconditional and the acquisition (“control”) date, Just Eat Takeaway.com elected to irrevocably account for its investment in Just Eat as an equity investment at fair value through OCI as the Company could not exercise control or significant influence consequent to the Competition and Markets Authority ("CMA") imposing the hold separate order. The total investment for 100% of the shares of Just Eat amounted to €7.1 billion and consisted of 82.8 million ordinary shares that were issued on various dates between 3 February 2020 and 10 August 2020. As per the control date, 15 April 2020, the Company determined the fair value of the consideration transferred based on the share price at that date and recognised a fair value gain of €323 million that was accounted for through OCI. The fair value of the consideration transferred as at the control date amounted to €7.4 billion which was used to recognise and measure goodwill.

The measurement period for the Just Eat Acquisition ended on 14 April 2021 and therefore the assets acquired, liabilities assumed, and goodwill recognised were adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date, and, if known, would have affected the measurement of the amounts recognised as of that date. The measurement period adjustments recognised in 2020 resulted in an increase in goodwill of €2 million, a decrease in other intangible assets of €21 million, an increase in investments in associates of €7 million, an increase in other non-current assets of €17 million, an increase in current assets of €2 million, an increase in current liabilities of €13 million, a decrease in non-current liabilities of €11 million and an increase in non-controlling interests of €5 million. These purchase price adjustments are primarily related to the receipt of information for (contingent) liabilities and uncertain tax positions. No adjustments were recognised in 2021.

The following table provides information for the Just Eat Acquisition on the control date fair value of each major class of assets acquired and liabilities assumed, including measurement period adjustments.

€ millions	15 April 2020
Consideration transferred	7,430

Other intangible assets	3,041
Property and equipment	18
Investments in associates and joint ventures	1,730
Right-of-use assets	64
Deferred tax assets	59
Other non-current assets	1
Trade and other receivables	80
Current tax asset	16
Inventories	4
Cash and cash equivalents	113
Borrowings	(348	)
Deferred tax liability	(604	)
Other non-current liabilities	(3	)
Lease liability	(64	)
Trade and other liabilities	(280	)
Current tax liability	(6	)
Total fair value of net identifiable assets	3,821
Non-controlling interest	(5	)
Goodwill recognised	3,614

F-38

The trade receivables comprise gross contractual amounts due of €80 million, of which none were expected to be uncollectable at the acquisition date.

Goodwill recorded in connection with the Just Eat Acquisition represents future economic benefits specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill is not deductible for tax purposes. Non-controlling interest is related to the 20% interest in FBA Invest SaS (“FBAI”). This non-controlling interest is not considered significant to Just Eat Takeaway.com.

From the date control was obtained, the revenues for 2020 of Just Eat amounted to €1,371 million and the net income for 2020 of Just Eat amounted to €66 million. The combined revenue and loss for the 2020 period of Just Eat Takeaway.com and the acquired businesses would have amounted to €2,401 million and €282 million, respectively, if control had been obtained on 1 January 2020. Such unaudited pro forma figures are not intended to represent or be indicative of Just Eat Takeaway.com’s results of operations or financial condition that would have been reported had the Just Eat Acquisition been completed as of 1 January 2020 and should not be taken as indicative of Just Eat Takeaway.com’s future results of operations or financial condition.

Just Eat Takeaway.com has changed its approach to the determination of the unaudited pro forma combined information disclosed above by including adjustments for depreciation and amortisation that would have been charged assuming the fair value adjustments had applied from the beginning of the reporting period together with other directly attributable and factually supportable adjustments relating to the transaction which do not relate to future events and decisions, where applicable, in order to provide more representative information about the effects of a business combination transaction.

Business combinations 2019

On 1 April 2019, Just Eat Takeaway.com acquired 100% of the German business of Delivery Hero S.E. consisting of Delivery Hero Germany GmbH and Foodora GmbH, which operated the Lieferheld, Pizza. de and Foodora brands in Germany (the ‘‘Acquired German Businesses’’), and this acquisition is allocated to CGU Germany. Both entities operated portals for the online ordering of takeaway meals and beverages with restaurants in Germany. The total consideration amounts to €1,204 million and consists of a cash payment and an issuance of 9.5 million ordinary shares in the Company. In 2019, the total consideration was transferred.

The fair values of the identifiable assets and liabilities as at acquisition date for the acquisitions were based on the outcome of the provisional purchase price allocation. Therefore, the fair value of the identifiable assets and liabilities was determined provisionally and was subject to change. The purchase price allocations were finalised within 12 months from the acquisition date.

€ millions	Total 2019
Consideration paid in cash	552
Ordinary shares issued (9.5 million)	652
Total consideration	1,204

Other intangible assets	281
Non-current assets	2
Trade and other receivables	7
Trade and other liabilities	(55	)
Current tax liability	(22	)
Deferred tax liability	(24	)
Cash and cash equivalents	62
Total fair value of net identifiable assets	251
Goodwill recognised	953

F-39

Just Eat Takeaway.com determined the purchase price allocation for this business combination to be goodwill of €953 million, other intangible assets of €281 million, non-current assets of €2 million, deferred tax liability of €24 million, current tax liabilities of €22 million and net working capital of €14 million. The nominal value of the acquired trade and other receivables at acquisition date amounts to €7 million.

Goodwill recorded in connection with the acquisition represents future economic benefits of anticipated synergies, future market developments and knowhow specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill arising on these acquisitions is not tax deductible.

The primary reason for the significant business combination is to further strengthen Just Eat Takeaway.com’s market share and enhance proposition for both consumers and (partner) restaurants in Germany.

Shortly after the acquisition of the Acquired German Businesses, the websites of the German businesses acquired (for example lieferheld.de, pizza.de and foodora.de) were migrated to lieferando.de, from which time it was no longer possible to separate the revenues and results of these websites. The (unaudited pro forma) combined revenue and loss of the period of Just Eat Takeaway.com and the Acquired German Businesses would have amounted to €445 million and €135 million respectively, if the acquisition date had been 1 January 2019.

In 2019 a subsequent change in purchase price accounting after the acquisition date was recorded, resulting in a €6 million increase of goodwill and trade and other liabilities in relation with the acquisition of the Acquired German Businesses. This relates to the classification of a liability as an external liability instead of an intercompany liability. The cashflow movement is part of the movement in working capital. Just Eat Takeaway.com has not recorded any measurement period adjustment in 2020 for the Acquired German Businesses.

Contingent consideration

Acquisitions completed in 2021, 2020 and 2019 did not result in any contingent consideration.

Acquisition costs

Total acquisition costs for completed and announced acquisitions amounted to €1 million for the period ended 31 December 2021 (2020: €67 million, 2019: €40 million). The transaction costs accounted for through equity amount to €33 million in 2021 for the share issuance related to the Grubhub Acquisition (2020: €31 million related to the Just Eat Acquisition and the accelerated bookbuild, 2019: €12 million).

Cash flows on acquisitions

The cash flows, net of cash acquired, on acquisitions were related to the €175 million cash acquired in the Grubhub Acquisition and €47 million cash paid in the Bistro Acquisition (2020: €113 million in relation to the Just Eat acquisition, 2019: €490 million in relation to the acquisition of the German business of Delivery Hero S.E. consisting of Delivery Hero Germany GmbH and Foodora GmbH). No consideration was paid in cash in relation to the acquisition of Grubhub.

12 Goodwill

Goodwill arises from business combinations and is initially measured as set out above. Goodwill is subsequently measured at cost less accumulated impairment losses.

Goodwill is not amortised but is reviewed for impairment at least annually, or more frequently when there is an indication that goodwill may be impaired. For the purpose of impairment testing, goodwill is allocated to each of the Just Eat Takeaway.com Cash-Generating Units ("CGUs") expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that CGU and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in that CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.

€ millions	2021		2020
Opening balance	4,614		1,102
Additions from business combinations	3,217		3,614
Impairment	(18	)	-
Foreign exchange and other movements	470		(102	)
Balance as at the end of the period	8,283		4,614

The carrying amount of goodwill as at 31 December 2021 amounted to €8,283 million (31 December 2020: €4,614 million). An impairment loss of €18 million was recognised during 2021 (2020: nil).

F-40

Allocation of goodwill to CGUs

For impairment testing purposes, goodwill has been allocated to CGUs (on an individual country basis) as follows:

€ millions	31 December 2021	31 December 2020
CGU United States	3,410	-
CGU United Kingdom	2,300	2,137
CGU Germany¹	996	996
CGU Canada	890	820
Other (units carrying a non-significant goodwill balance)	687	661
Balance as at the end of the period	8,283	4,614

¹The goodwill as at 31 December 2020 for CGU Germany decreased by €3 million. In 2020, this amount contained goodwill related to CGU Poland which is now included in Other.

Goodwill of CGUs United Kingdom and Canada increased compared to 31 December 2020 due to foreign currency translation movements.

Goodwill allocated to CGUs United States, United Kingdom, Germany and Canada is considered to be significant in relation to Just Eat Takeaway.com’s total carrying amount of goodwill. For the significant CGUs, the recoverable amount is based on the value in use.

Impairments

Following the annual impairment test, impairment losses of €18 million for goodwill (2020: nil) and €36 million for intangible assets (2020: nil) were recognised in 2021 for three CGUs to which a non-significant amount of goodwill is allocated. Due to a declining or subscale market position in 2021 and decreasing order growth rates compared to prior year in these CGUs, the recoverable amount of these CGUs is lower than the carrying amount. An impairment loss is recognised as part of 'Depreciation, amortisation and impairment' in the Consolidated statement of profit or loss and other comprehensive loss. Impairment losses of €45 million relate to the segment 'Southern Europe and ANZ' and €9 million to the segment 'Northern Europe'.

Key assumptions - general

Key assumptions used in the calculation of the value in use are the forecast period, average revenue growth, long-run Adjusted EBITDA margin and the rates used for discounting the projected cash flows. The cash flow projections were determined using Just Eat Takeaway.com's managements’ internal forecasts that cover an initial period from 2022 to 2024. Projections after 2024 are considering stable or declining growth rates, after which a terminal value was calculated. Climate-related quantitative and qualitative factors were evaluated for the calculation of the value in use and were considered not to have a material impact.

Forecast period

A forecast period of five, seven or ten years is used for the value in use calculation. Periods longer than five years can be justified as management has the ability to forecast over a longer period, based on the predictability of cohort behaviour and experience in markets where a clear market leadership position has been attained. Considering some of our businesses are still in growth phases (i.e., operating in underpenetrated or more competitive markets), reaching stable Adjusted EBITDA margins is expected to take longer than five years.

Average revenue growth

Revenue growth is driven by order growth, average order value, and pricing. Order growth is determined based on detailed planning on consumer cohort level, consistent with past experience (first three years) and management estimates based on market size, external market and industry growth assumptions and competitive position within the market (fourth year and beyond). Average order value is based on past experience and growth is forecasted using historical inflation rates per CGU. Pricing is predominantly driven by commission rates and consumer fees and is forecasted on a CGU level based on past experience, market conditions and industry expectation.

Long-run Adjusted EBITDA margin

Adjusted EBITDA margin is the Adjusted EBITDA divided by Revenue. The long-run Adjusted EBITDA margin beyond the forecast period is based on past performance and management’s experience with the level of investment required to reach a stable state of business.

Perpetual growth rate

The cash flows beyond the forecast period have been extrapolated using a perpetual growth rate. These growth rates do not exceed the long-term average growth rate for each country in which the entity operates, or for the market in which the asset is used.

WACC

The weighted average cost of capital (“WACC”) is determined based on a target capital structure of 100.0% equity (2020: 97.5%), where cost of equity is determined using a capital asset pricing model (“CAPM”). The WACC is based on the post-tax cost of equity and cost of debt using CGU-specific inputs for the risk-free interest rate, the beta factor, country risk premium, market risk premium, additional risk premium, and country specific tax rates.

F-41

Key assumptions and sensitivity analysis relating to CGUs to which a significant amount of goodwill is allocated

The key assumptions used by the Management Board relating to CGUs to which a significant amount of goodwill is allocated are as follows:

	2021
	United States	United Kingdom	Germany	Canada
Forecast period	10 years	7 years	5 years	7 years
Average revenue growth per annum in the fist five years of planning period (CAGR)	10.2%	15.4%	18.1%	18.3%
Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)	6.3%	5.1%	0.2%	4.0%
Long-run Adjusted EBITDA margin	27.0%	23.6%	30.0%	15.4%
Percentage growth rate (%)	2.0%	1.4%	0.2%	1.5%
Pre-tax WACC (%)	10.3%	9.6%	9.5%	10.0%

	2020
	United Kingdom	Germany	Canada
Forecast period	7 years	5 years	7 years
Average revenue growth per annum in the fist five years of planning period (CAGR)	16.3%	20.3%	17.6%
Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)	3.5%	0.0%	3.8%
Long-run Adjusted EBITDA margin	33.6%	33.9%	14.3%
Percentage growth rate (%)	0.8%	0.0%	1.4%
Pre-tax WACC (%)	9.8%	10.3%	10.8%

The Management Board believes that the impairment analyses and assumptions used are appropriate as at 31 December 2021 and 31 December 2020, respectively.

Sensitivity analysis 2021
Just Eat Takeaway.com has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each CGUs to which a significant amount of goodwill is allocated. Decrease in demand can lead to a decline in revenue growth rates and Adjusted EBITDA margin. Changes in the WACC and perpetual growth rates can lead to lower recoverable amounts.

Based on the sensitivity analyses performed, it has been concluded that a reasonably possible change in the key assumptions would not cause the carrying amounts of CGUs United States, United Kingdom, Germany, and Canada to exceed their recoverable amounts.

Considering headroom (the excess of the recoverable amount of a CGU over the carrying amount of that CGU), CGUs United States and United Kingdom are the significant CGUs that are most sensitive to changes in key assumptions.

The key sensitivity in assumptions applied for CGU United States is our ability to offset the negative impact of government-imposed fee caps on our financial results. In the impairment analysis, these fee caps are forecasted to continue indefinitely in line with currently applicable legislation. Just Eat Takeaway.com is in litigation related to this legislation and the outcome of this litigation cannot be considered for impairment testing purposes. A positive outcome of this litigation would increase the recoverable amount. We may not be able to generate additional revenue in the future, at a level that would offset the impact of fee caps. This could significantly impact the long-run Adjusted EBITDA margin and hence the recoverable amount of CGU United States.

The key sensitivity in assumptions applied for CGU United Kingdom is our ability to increase the Adjusted EBITDA margin on Delivery Orders. We may not be able to charge sufficient commission rates or customer delivery fees in the future, and we may not be able to reduce order fulfilment costs to a level that make logistical food delivery services profitable. This could significantly impact the long-run Adjusted EBITDA margin and hence the recoverable amount of CGU United Kingdom.

Sensitivity analysis 2020

Just Eat Takeaway.com has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each of the CGUs to which a significant amount of goodwill is allocated. Decrease in demand can lead to a decline in revenue growth rates and Adjusted EBITDA margin. Changes in the WACC and perpetual growth rates can lead to lower recoverable amounts.

Based on the sensitivity analyses performed, it has been concluded that a reasonably possible change in the key assumptions as described above would not cause the carrying amounts of CGUs Germany and Canada to exceed their recoverable amounts.

The estimated recoverable amount of CGU United Kingdom exceeded its carrying amount by €1,191 million. An increase of 1.95% in the WACC would result in the value of the estimated recoverable amount to fall to the level of the carrying amount.

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13 Other intangible assets

Other intangible assets includes assets acquired in a business combination, internally generated assets and assets acquired separately.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognised at their fair values at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses (if any). Amortisation is recognised on a straight-line basis over the assets’ estimated useful lives.

Internally generated intangible assets

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and Just Eat Takeaway.com intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria.

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses (if any). Amortisation starts when the intangible asset is available for use and is recognised on a straight-line basis over the assets’ estimated useful lives.

Intangible assets acquired separately

Intangible assets acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses (if any). Amortisation is recognised on a straight-line basis over the assets’ estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any change in estimates being accounted for on a prospective basis.

Useful lives

We have the following classes of intangible assets with accompanying finite useful lives:

• Brand names: 3-20 years

• Consumer lists: 6-33 years

• Restaurant databases: 5-20 years

• Technology platforms: 5-20 years

• Development costs: 3-5 years

• Other: 3-10 years

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Any resulting gain or loss is measured as the difference between the net disposal proceeds and the carrying amount of the asset and is recognised in profit or loss when the asset is derecognised.

F-43

€ millions	Brand names		Consumer lists		Restaurant databases		Technology platforms		Development costs		Other		Total
Cost
Balance as at 1 January 2020	27		340		32		10		-		9		418
Additions	-		-		-		-		13		3		16
Additions from business combinations	499		2,243		101		189		(0	)	9		3,041
Foreign exchange and other movements	(13	)	(61	)	(1	)	(5	)	0		(1	)	(81	)
Balance as at 31 December 2020	513		2,522		132		194		13		20		3,394
Additions	-		-		-		-		39		23		62
Additions from business combinations	455		1,264		318		223		-		-		2,260
Disposals	-		-		-		-		(1	)	-		(1	)
Foreign exchange and other movements	62		228		27		31		2		0		350
Balance as at 31 December 2021	1,030		4,014		477		448		53		43		6,065

Accumulated amortisation and impairment
Balance as at 1 January 2020	(4	)	(31	)	(3	)	(1	)	-		(6	)	(45	)
Amortisation expense	(19	)	(75	)	(13	)	(30	)	(1	)	(6	)	(144	)
Foreign exchange and other movements	(1	)	2		(2	)	2		0		1		2
Balance as at 31 December 2020	(24	)	(104	)	(18	)	(29	)	(1	)	(11	)	(187	)
Amortisation expense	(45	)	(129	)	(40	)	(70	)	(8	)	(6	)	(298	)
Impairment expense	(11	)	(18	)	(7	)	-		-		0		(36	)
Foreign exchange and other movements	(3	)	(5	)	(1	)	(6	)	1		1		(13	)
Balance as at 31 December 2021	(83	)	(256	)	(66	)	(105	)	(8	)	(16	)	(534	)

Balance as at 31 December 2020	489		2,418		114		165		12		9		3,207
Balance as at 31 December 2021	947		3,758		411		343		45		27		5,531

Brand names, consumer lists, restaurant databases and the technology platforms relate primarily to the acquired intangible assets of Grubhub, Just Eat, Delivery Hero Germany, Yourdelivery and 10bis. The additions for Development costs include an amount of €9 million related to capitalised share-based payments (2020: nil).

Intangible assets other than goodwill are reviewed at each reporting period to determine whether there is any indication that the assets may be impaired. If an impairment indicator is identified, an impairment test is carried out in line with the general impairment testing policy for non-financial assets. In 2021, an impairment loss of €36 million is recognized (2020: nil, 2019: nil). Refer to Note 12 for more information on the impairments in 2021.

14 Property and equipment

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses (if any). Depreciation is recognised to write off the cost of an item of property and equipment, less any residual value, over its estimated useful life using a straight-line depreciation method. It is calculated as a fixed percentage of cost and is recognised from the date an asset is available for use.

The following useful lives are used in the calculation of depreciation:

• Leasehold improvements: over the lease term

• Other equipment: 3-5 years

• Ordering devices 2 years

The economic useful lives of the leasehold improvements have been aligned with the lease period agreed with the landlords. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

F-44

An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any resulting gain or loss is measured as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss when the asset is derecognised.

€ millions	Leasehold improvements		Ordering devices		Other equipment		Total
Cost
Balance as at 1 January 2020	8		-		11		19
Additions	11		-		16		27
Additions from business combinations	6		-		12		18
Balance as at 31 December 2020	25		-		39		64
Additions	23		46		29		98
Additions from business combinations	43		17		16		76
Disposals	(2	)	(1	)	(5	)	(8	)
Foreign exchange and other movements	6		15		(10	)	11
Balance as at 31 December 2021	95		77		69		241

Accumulated depreciation
Balance as at 1 January 2020	(3	)	-		(4	)	(7	)
Depreciation expense	(4	)	-		(6	)	(10	)
Balance as at 31 December 2020	(7	)	-		(10	)	(17	)
Depreciation expense	(10	)	(17	)	(16	)	(43	)
Disposals	2		0		4		6
Foreign exchange and other movements	(1	)	(0	)	(1	)	(2	)
Balance as at 31 December 2021	(16	)	(17	)	(23	)	(56	)

Balance as at 31 December 2020	18		-		29		47
Balance as at 31 December 2021	79		60		46		185

As of 1 January 2021, Just Eat Takeaway.com capitalised ordering devices issued to Partners. The opening balance of unissued ordering devices of €12 million, as included in Other equipment as at 31 December 2020, has been reclassified to Ordering devices within Foreign exchange and other movements within the current year.

As at 31 December 2021, the contractual commitments entered into by Just Eat Takeaway.com for leasehold improvements amount to €16 million (2020: €3 million) and for other tangible fixed assets amount to €1 million (2020: nil).

During 2021, no impairment losses on items of property and equipment were recognised (2020: nil, 2019: nil).

As at 31 December 2021, no assets were pledged as security for borrowings of Just Eat Takeaway.com (2020: nil).

15 Investments in associates and joint ventures

An associate is an entity over which Just Eat Takeaway.com has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is where Just Eat Takeaway.com has the power to participate in the financial and operating policy decisions of the investee, but does not control or have joint control over those decisions.

The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting from the date on which the investee becomes an associate. The investment in an associate is initially recognised at cost in the Consolidated statement of financial position. At the acquisition date, any excess of the cost of acquisition over Just Eat Takeaway.com’s share of the net fair value of the identifiable assets and liabilities of the associate is recognised as goodwill. Goodwill is included within the carrying amount of the investment.

Under the equity method, the carrying amount of the investment is adjusted to recognise changes in Just Eat Takeaway.com’s share of net assets of the associate or joint venture since the acquisition date. When Just Eat Takeaway.com’s share of losses of an associate exceeds Just Eat Takeaway.com’s interest in that associate, Just Eat Takeaway.com discontinues recognising its share of further losses. Additional losses are recognised only to the extent that Just Eat Takeaway.com has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealised gains and losses resulting from transactions between Just Eat Takeaway.com and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.

F-45

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Accounting for joint ventures is consistent with that of associates as set out above.

Just Eat Takeaway.com discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture. The difference between the carrying amount of the associate or a joint venture at the date the equity method was discontinued, and the fair value of any proceeds from disposing of the interest in the associate or a joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture.

The general impairment testing requirements for non-financial assets are applied to determine whether it is necessary to recognise any impairment loss with respect to Just Eat Takeaway.com’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised to the extent that the recoverable amount of the investment subsequently increases.

As at 31 December 2021, Just Eat Takeaway.com had investments in two associates, iFood Holdings B.V. (“iFood”) and IF-JE Holdings B.V. (“IF-NL”). Both associates are 33% owned (2020:33%), with the remaining 67% owned by Movile Internet Movel S.A. (“Movile”), or parties connected to Movile. Both entities are accounted for using the equity method in these consolidated financial statements as significant influence through representation on the entities’ board of directors is being considered and through the voting rights given by share ownership. Only iFood is considered to be material, the carrying value of IF-NL was €0 million as per 31 December 2021 (31 December 2020: €0 million).

The primary investment of IF-NL is El Cocinero a Cuerda SL (“ECAC”), which is accounted for as a joint venture using the equity method. Operations of the joint venture ceased on 4 December 2020 and the entity is in the process of being liquidated. No contingent liabilities are incurred relating to Just Eat Takeaway.com’s interests in the joint venture as per 31 December 2021.

€ millions	2021		2020
Balance as at 1 January	1,575		-
Additions from business combinations	-		1,730
Capital contributions	83		55
Direct equity movements from associate	(79	)	-
Share of results of associates and joint ventures	(62	)	(16	)
Foreign exchange and other movements	0		(194	)
Balance as at 31 December	1,517		1,575

iFood operates a marketplace for online food delivery. iFood is incorporated in the Netherlands and has its principal place of business in Brazil, an area of significant growth potential. The summarised financial information for iFood is as follows:

€ millions	2021		2020
Current assets	338		232
Non-current assets	89		49
Current liabilities	(388	)	(148	)
Non-current liabilities	(60	)	(7	)
Net assets of associate	(21	)	126
Just Eat Takeaway.com’s share of net assets	(7	)	42
Goodwill	1,524		1,533
Carrying amount of Just Eat Takeaway.com’s interest in the associate	1,517		1,575

Revenue for the period	771		433
Total result and comprehensive loss for the period	(185	)	(16	)
Just Eat Takeaway.com’s share of results and total comprehensive loss for the period	(62	)	(5	)
Dividends received by Just Eat Takeaway.com	-		-

Funding payments were made to iFood of €83 million in 2021 (2020: €44 million to iFood and €11 million ECAC).

F-46

iFood has a share option scheme in place that was historically classified as equity-settled. In June 2021, a prospective change in the settlement of these options was made to provide liquidity to employees of the scheme which will be settled in cash going forward. All other features of the awards, including strike price, vesting and expiry periods remained unchanged. Following this change, the iFood share-based payment scheme is accounted for as a cash-settled share-based payment plan going forward. The change in settlement is accounted for as a modification, with the difference between the existing share-based reserve and the share-based liability of US$286 million (€241 million) being recognised through retained earnings in equity. Just Eat Takeaway.com's share of this change amounts to €79 million and was recorded through equity mirroring the entry that was recorded by iFood.

16 Trade and other receivables

Trade receivables and other receivables are initially recognised at fair value, which is generally equal to the transaction price, and subsequently measured at amortised cost using the effective interest method (if the effect of the time value of money is material), less a loss allowance. The loss allowance for trade receivables is equal to lifetime expected credit losses (“ECL”).

The ECL on trade receivables are estimated using a provision matrix by reference to historical credit loss experience based on Just Eat Takeaway.com’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

The carrying amount of trade receivables is reduced through the use of a loss allowance account and the amount of the loss is recognised within other operating expenses. When a trade receivable becomes uncollectible, it is written off against the allowance account for doubtful debts. Subsequent recoveries of amounts previously written off are credited against other operating expenses.

Trade receivables from online payment service providers relate to online payments of orders by consumers settled through externally contracted online payment service providers. Trade receivables from corporate accounts relate to monthly invoicing of corporate businesses whose employees use Just Eat Takeaway.com’s marketplace. Trade receivables of Just Eat Takeaway.com do not have a significant financing component and the carrying amount of trade receivables represents the maximum credit exposure.

€ millions	2021	2020
Trade receivables online payment service providers	181	115
Trade receivables corporate accounts	74	31
Trade receivables Partners	6	5
Other trade receivables	0	2
Other receivables	37	9
Closing balance	298	162

The closing balance of the trade receivables is as follows:

€ millions	Online payment service providers	Corporate accounts		Partners		Other trade receivables
Trade receivables	115	32		10		2
Loss allowance trade receivables	-	(1	)	(5	)	-
Balance as at 31 December 2020	115	31		5		2
Trade receivables	181	76		15		0
Loss allowance trade receivables	-	(2	)	(9	)	(0	)
Balance as at 31 December 2021	181	74		6		0

No loss allowance for trade receivables from online payment service providers was deemed necessary as at 31 December 2021 (31 December 2020: nil).

The average credit period on sales of services is 30 days (2020: 30 days) and no interest is charged on receivables. Just Eat Takeaway.com has recognised a loss allowance of 100% against all receivables over 365 days past due as it is not expected that these receivables are recoverable. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. For the trade receivables outstanding past due less than 365 days we concluded that these are still recoverable. When there is evidence that a debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. liquidation of the debtor or bankruptcy, then Just Eat Takeaway.com writes off the trade receivable.

No significant amount of the trade receivables that have been written off are subject to enforcement activities (2020: none). There were no individually impaired receivables in 2021 which have been placed under liquidation (2020: nil).

F-47

Just Eat Takeaway.com recognises a lifetime expected credit loss allowance for trade receivables. The following table details the risk profile of trade receivables based on Just Eat Takeaway.com’s allowance matrix, which has been determined based on past default experiences and adjusted for current and forward-looking information that reflect the economic conditions in which the debtor operates. Just Eat Takeaway.com does not consider specific concentrations of credit risk and therefore segments are not further distinguished apart from the breakdown provided below.

Category		ECL rate
Not overdue		5%
31-60 days		5%
61-90 days		15%
91-180 days		30%
181-365 days		70%
over 365 days		100%

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

17 Other current assets

Other current assets are initially recognised at fair value, which is generally equal to the transaction price.

Prepaid expenses include €59 million related to prepaid marketing and technology expenses (2020: €25 million), €14 million related to prepaid insurance, €7 million related to sponsorship agreements (2020: €18 million) and €2 million related to prepaid merchandise and ordering devices (2020: €10 million).

Other current assets include €35 million worth of short-term investments (2020: €22 million of listing-related costs which were accounted for through equity upon completion of the Grubhub Acquisition).

18 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Inventories are valued on a first-in-first-out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

The cost of inventories recognised as an expense during the year amounted to €33 million and is included in Order processing costs (2020: €49 million, 2019: €12 million).

The inventories are written down for an amount of €1 million (2020: €2 million, 2019: €0 million), the write-off of inventories is recognised in Other operating expenses.

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19 Cash and cash equivalents

Cash and cash equivalents are stated at face value and comprise cash balances, deposits held on call with banks, and other short-term highly liquid investments (maturity less than 3 months from acquisition date) that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. Just Eat Takeaway.com considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

€ millions	2021	2020
Cash and cash equivalents	1,066	488
Restricted cash	254	41
Closing balance	1,320	529

As at 31 December 2021, Just Eat Takeaway.com had issued bank guarantees amounting to €28 million (31 December 2020: €2 million), and had issued letters of credit amounting to €7 million (31 December 2020: €7 million). Cash and cash equivalents are not restricted in relation to cross-border cash movements or repatriation due to tax complications. The amount of impairment allowance as at 31 December 2021 is nil (2020: nil).

Stichting Derdengelden Takeaway.com acts as trustee in several of the legacy Takeaway countries. Stichting Derdengelden Takeaway.com collects the entire value of the order paid by the consumer through third-party payment service providers and remits the proceeds collected to Partners after deducting commissions, delivery and administration fees. Just Eat Takeaway.com controls Stichting Derdengelden Takeaway.com and as a consequence the foundation is consolidated. No equity interest is held in the foundation. The value of the orders to be remitted to Partners and held by Stichting Derdengelden Takeaway.com amounts to €63 million as at 31 December 2021 and is presented as restricted cash (31 December 2020: €40 million).

Restricted cash additionally includes a cash balance of €190 million (31 December 2020: €0 million) that is contractually restricted from general use for a maximum duration of three years.

20 Equity

Share capital

Ordinary share capital is classified as share capital.

Share premium

Share premium is the excess of the amount received by the Company over and above the nominal value of its shares issued. Incremental costs directly attributable to the issue of new shares are shown in shareholders’ equity as a deduction, net of tax, from the proceeds and are presented as share premium.

Authorised share capital

The authorised share capital is the maximum capital that the Company can issue under the terms of the Company’s articles of association.

Treasury shares
Where the Company purchases its own equity instruments, for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued.

The Company’s authorised share capital as at 31 December 2021 amounted to €16 million (2020: €16 million, 2019: €7 million), divided into 400,000,000 shares with a nominal value of €0.04 each.

F-49

Share capital

The Company had issued 211,932,766 shares at nominal value €0.04 each, amounting to an issued share capital of €8 million as at 31 December 2021 (31 December 2020: 148,758,803 ordinary shares at nominal value €0.04 each, amounting to an issued share capital of €6 million, 31 December 2019: 61,206,450 ordinary shares at nominal value €0.04 each, amounting to an issued share capital of €2 million). All shares have been issued and paid-in.

	2021	2020	2019
Opening balance	148,758,803	61,206,450	43,218,234
Issued during the year:
Issuances in connection with acquisitions	62,798,005	82,845,346	9,500,000
Capital raise in form of accelerated bookbuilding	-	4,600,000	8,350,000
Issuances upon vesting or exercise under share (option) plans	375,958	107,007	138,216
Closing balance	211,932,766	148,758,803	61,206,450

The 62.8 million ordinary shares issued during the year relate to the Grubhub Acquisition (2020: 82.8 million ordinary shares in relation to the Just Eat Acquisition and 4.6 million ordinary shares with a total issuance cost of €400 million in relation to the accelerated bookbuild, 2019: 17.97 million ordinary shares in relation to the acquisition of Delivery Hero). During the year, the Company has issued a total of 1,000,000 shares (2020: nil, 2019: nil) with a nominal value of €0.04 each to be held by Stichting Administratiekantoor Takeaway.com (“STAK”) to fulfil potential future obligations under various share-based payment plans (refer to Note 6 for more details on each of these plans). Of those shares issued, 688,434 shares are still held by the STAK as at 31 December 2021 (31 December 2020: nil, 2019: nil).

Preference share capital

The Company had no outstanding preference shares as at 31 December 2021, 31 December 2020 and 31 December 2019.

Termination of call option cumulative preference shares

As at 31 December 2019, the Company had granted a call option to purchase cumulative preference shares to Stichting Continuiteit Takeaway.com for an indefinite period. In 2020, the Company terminated its defensive foundation structure through Stichting Continuiteit Takeaway.com. The termination took place as per 3 February 2020, the date on which the Company's issued share capital was admitted to the premium segment of the UK Official List and to trading on the London Stock Exchange. Stichting Continuiteit Takeaway.com was liquidated in 2021.

Share premium

The share premium reserve amounted to €13,450 million as at 31 December 2021 (2020: €8,801 million, 2019: €1,324 million). The movement is due to the issuance of shares related to the Grubhub acquisition and the payment of an exercise price above the nominal value of the shares upon exercise of share options, when applicable.

Equity-settled share-based payments reserve

The equity-settled share-based payments reserve relates to shares and share options granted by the Company to each of the Managing Directors under the LTIPs and STIs as well as the share-based payment plans in place for employees (refer to Note 6 for more details on each of these plans). Each share option can be converted into one share of the Company upon exercise. No amounts are paid or payable to the Company by the participants for the vesting of shares. Upon exercise of vested share options, the exercise price related to the share options must be paid by the participant. The share options, vested or unvested, carry neither rights to dividends nor voting rights. Share options may be exercised at any time from the dates of vesting to the dates of their expiry, subject to the Company’s insider dealing rules.

The cash flows related to the shares and share options are included in the proceeds from issue of ordinary shares for €4 million (2020: €1 million, 2019: €0 million).

F-50

Equity component of convertible bonds

The equity component of convertible bonds reserve amounted to €198 million as at 31 December 2021 (2020: €74 million, 2019: €23 million) and relates to the conversion option, net of tax, included in the convertible bonds. Reference is made to Note 22 for the disclosure on the convertible bonds.

Fair value through OCI reserve

The fair value through OCI reserve amounted to nil as at 31 December 2021 (2020: €323 million, 2019: nil). The €323 million related to the fair value gain recognised in 2020 for Just Eat Takeaway.com’s investment in Just Eat prior to obtaining control (reference is made to Note 11 Business combinations) was reclassified within equity to accumulated deficits in 2021. Between the date that the Just Eat Acquisition was declared wholly unconditional and the acquisition (“control”) date, Just Eat Takeaway.com elected to irrevocably account for its investment in Just Eat as an equity investment at fair value through OCI.

Foreign currency translation reserve

The foreign currency translation reserve comprises foreign currency translation differences arising from the translation of assets and liabilities of foreign operations and from translation of goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of foreign operation. When a foreign operation is sold, exchange differences recorded in shareholders’ equity prior to the sale are reclassified from shareholders’ equity to profit or loss as part of the gain or loss on divestment. This reserve is not available for distribution and is classified as a legal reserve under Dutch law.

Accumulated deficits

Accumulated deficits are related to past net losses allocated to shareholders’ equity. According to article 10.1 of the Company’s articles of association, the Company’s result is freely at the disposal of the shareholders, provided that total shareholders’ equity exceeds the called-up and paid-up capital of the Company, increased by legal and statutory reserves. In accordance with article 10.1.8 of the Company’s articles of association, the Management Board is authorised to determine the allocation of a deficit to be included in the financial statements. Our articles of association can be found on our corporate website.

The Management Board has determined that the net loss of 2021 amounting to €1,016 million (2020: €170 million, 2019: €121 million) has been accounted for in accumulated deficits.

21 Basic and diluted loss per share

Basic loss per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, including any outstanding nil-cost options that have vested under employee share-based payment plans (refer to Note 6).

Diluted loss per share

Diluted loss per share is calculated by adjusting the weighted average number of shares outstanding during the period, for the effects of all dilutive potential ordinary shares. The effect of anti-dilutive potential ordinary shares is ignored in calculating diluted earnings per share.

Numbers of ordinary shares

Numbers of weighted-average shares used in the calculation of basic and diluted loss per share are as follows:

	2021	2020	2019
For the purpose of basic loss per share	183,828,591	140,419,945	58,008,856
For the purpose of diluted loss per share	183,828,591	140,419,945	58,008,856

The number of potential dilutive weighted-average shares not taken in consideration above, due to their anti-dilutive effect, amount to 18,062,459 ordinary shares (2020: 5,868,723 ordinary shares, 2019: 3,684,359 ordinary shares), related to the convertible bonds and share-based payment plans.

Basic and diluted loss per share

The loss used in the calculation of basic and diluted loss per share are as follows:

€ millions		2021			2020			2019
Loss attributable to the owners of the Company		(1,016	)		(170	)		(121	)

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22 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Subsequently, amounts are stated at amortised cost with the difference being recognised in the statement of profit or loss over the term of the borrowings using the effective interest rate method.

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Compound instruments, such as convertible bonds, are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.

€ millions	2021	2020
2019 convertible bonds (2,500 notes at €100,000 par value)	234	229
2020 convertible bonds (3,000 notes at €100,000 par value)	255	245
2021 convertible bonds "A" (6,000 notes at €100,000 par value)	544	-
2021 convertible bonds "B" (5,000 notes at €100,000 par value)	431	-
Senior notes	440	-
Bank loan	300	-
Borrowings - non-current	2,204	474

2019 convertible bonds (2,500 notes at €100,000 par value)	6	6
2020 convertible bonds (3,000 notes at €100,000 par value)	4	3
2021 convertible bonds "B" (5,000 notes at €100,000 par value)	3	-
Senior notes	24	-
Borrowings - current	37	9

Borrowings - total	2,241	483

€ millions	2021		2020
Opening balance	483		229

Proceeds from issue of 2020 convertible bond	-		300
Proceeds from issue of 2021 convertible bond "A"	609		-
Proceeds from issue of 2021 convertible bond "B"	500		-
Proceeds from loan	300		-
Transaction costs	(15	)	(6	)
Net proceeds	1,394		294

Additions from business combinations (Senior notes)	447		-
Amount classified as equity (net of transaction costs)	(139	)	(51	)
Accrued interest	60		19
Interest paid	(35	)	(8	)
Foreign exchange movements	31		-
Closing balance	2,241		483

The current borrowings as at 31 December 2021 relate to the interest payable within 12 months regarding the 2021 convertible bonds, the 2020 convertible bonds, 2019 convertible bonds and the senior notes.

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2021 Convertible bonds

On 2 February 2021, the Company announced the successful placement of €1.1 billion of convertible bonds, consisting of two tranches with aggregate principal amounts of €600 million due August 2025 (Tranche A), and €500 million due February 2028 (Tranche B), convertible into ordinary shares of the Company.

The convertible bonds were issued at 101.5% (Tranche A) and at 100% (Tranche B) of their nominal value in denominations of €100,000 each. The Tranche A convertible bonds do not bear interest and the Tranche B convertible bonds bear interest at a rate of 0.625% per annum, payable semi-annually in arrears in equal instalments on 9 February and 9 August of each year, commencing on 9 August 2021. The initial conversion price of the convertible bonds was set at €135.58 (Tranche A) and €144.93 (Tranche B). The convertible bonds may be converted into ordinary shares in accordance with the terms and conditions of the bonds.

2020 and 2019 convertible bonds

On 30 April 2020, the Company issued convertible bonds due April 2026 (‘‘the 2020 convertible bonds’’) at 100% of their nominal value in an aggregate principal amount of €300 million. The 2020 convertible bonds have an interest rate of 1.25% payable semi-annually in arrears in equal instalments. The 2020 convertible bonds have a maturity of six years and a denomination of €100,000 each. The 2020 bonds are redeemable prior to maturity and convertible into ordinary shares of the Company according to the terms of issuance.

On 18 January 2019, the Company issued the 2019 convertible bonds (‘‘the 2019 convertible bonds’’) at 100% of their nominal value in an aggregate principal amount of €250 million. The 2019 convertible bonds carry an interest rate of 2.25% payable semi-annually in arrears in equal instalments and have a denomination of €100,000 each. The 2019 convertible bonds are redeemable prior to maturity and convertible into ordinary shares of the Company according to the terms of issuance.

Senior notes

In June 2019, Grubhub Holdings Inc., a wholly-owned subsidiary of Grubhub Inc., issued senior notes at par for an aggregate principal amount of $500 million (the “senior notes”). The senior notes were issued pursuant to an indenture, dated 10 June 2019 (the “Indenture”), amongst Grubhub Holdings Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”). The senior notes are due in July 2027 and bear interest at 5.50% per annum, payable semi-annually. The senior notes are redeemable prior to the due date in accordance with the terms of the Indenture.

In connection with the closing of the Grubhub Acquisition, Merger Sub II, Inc. (“New Grubhub Inc.”), Grubhub Holdings Inc. and the Trustee entered into a Supplemental Indenture (the “Supplemental Indenture”) to the Indenture. Pursuant to the terms of the Supplemental Indenture, New Grubhub Inc. assumed all of the obligations of Grubhub Inc. under the Indenture and the senior notes.

Following the Grubhub Acquisition, the senior notes are guaranteed on a senior unsecured basis by Grubhub Holdings Inc. and each of its existing and future wholly-owned domestic restricted subsidiaries that guaranteed Grubhub Holdings Inc.’s prior credit facility, or that guarantees certain other indebtedness or indebtedness of a guarantor. The Indenture contains customary covenants.

Revolving credit facility

Just Eat Takeaway.com has access to a revolving credit facility ("RCF"), which has been amended in August 2021. The main amendments include the reduction of the facility size, a one year extension of the term and changes to the base rates as a result of IBOR reform. The amended RCF is denominated in two tranches, £171 million and €200 million, and expires on 9 March 2026.

In June 2021, a waiver was obtained allowing the Company to not perform covenant testing and to not provide Compliance Certificates for reporting periods from 30 June 2021 to 31 December 2022 (inclusive) in return for the Company agreeing not to draw on the facility. The facility was undrawn at year end 2021 (2020: undrawn).

Bank loan
In December 2021, Takeaway.com Group B.V received a loan from ING Bank N.V of which the principal is repayable in two years as a bullet payment. The loan is subject to variable interest rates and the agreement contains customary covenants and is guaranteed by subsidiaries of the Company in the event of default.

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23 Provisions

Provisions are recognised when Just Eat Takeaway.com has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the obligation, the carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

€ millions	Provisions
Balance as at 1 January 2020	-
Additions from business combinations	-
Balance as at 31 December 2020	-
Additions	55
Usage / releases	(2	)
Additions from business combinations	32
Foreign exchange and other movements	5
Balance as at 31 December 2021	90

Non-Current Provisions	27
Current Provisions	63
Balance as at 31 December 2021	90

The provisions mainly relate to gig economy matters and additions from business combinations, reference is made to Note 30 Contingent liabilities.

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24 Trade and other liabilities

Trade and other liabilities are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method.

Contract liability

The timing of revenue recognition may differ from the collections from consumers. Just Eat Takeaway.com's contract liability balance, which is included in Trade and other liabilities, is primarily composed of unredeemed gift cards and customer care vouchers. Upon redemption, revenues are recognised according to the order-driven revenue streams and the contract liability is released to settle all or a portion of the receivable due from the consumer.

The majority of contract liabilities are released within a year.

€ millions	2021	2020
Trade payables	484	286
Trade payables	45	47
Amounts due to Partners	439	239
Other liabilities	598	427
Accrued Staff Expenses	76	81
VAT, wage and withholding taxes, social security charges and pension premiums	115	77
Other liabilities	407	269
Closing balance	1,082	713

Just Eat Takeaway.com has a policy in place to ensure that all liabilities are paid within the pre-agreed credit terms.

In 2021, other liabilities mainly represent contract liabilities of €99 million (2020: €23 million), accrued courier-related expenses of €73 million (2020: €42 million), accrued marketing expenses of €64 million (2020: €49 million), accrued online payment fees of €18 million (2020: €7 million), accrued professional fees of €17 million (2020: €43 million mainly related to the Grubhub Acquisition), accrued IT expenses of €13 million (2020: €3 million) and digital service tax payable of €4 million (2020: €13 million).

25 Financial instruments

Financial assets and financial liabilities are recognised in Just Eat Takeaway.com’s statement of financial position when Just Eat Takeaway.com becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value, except for trade receivables which are measured at their transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

The classification of financial assets is based on the business model in which the asset is held and the contractual terms of the financial asset that give rise to cashflows.

Financial assets are classified into one of three measurement categories:

• Amortised cost;

• Fair value through the statement of other comprehensive income (FVOCI); or

• Fair value through profit or loss (FVTPL).

F-55

Just Eat Takeaway.com recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

Financial liabilities are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. The convertible bonds have two components, one that creates a financial liability (the obligation to make scheduled payments of interest and principal) for Just Eat Takeaway.com and one that grants an option to the holder of the instrument to convert it into an equity instrument of the entity. These components are recognised separately as debt and equity respectively.

Financial liabilities are subsequently measured at amortised cost using the effective-interest method, with interest expense recognised in the profit or loss.

Derivative financial instruments are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless Just Eat Takeaway.com has both a legally enforceable right and intention to offset.

Capital management

Just Eat Takeaway.com manages its capital to ensure that entities in Just Eat Takeaway.com will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. Just Eat Takeaway.com’s overall strategy remains unchanged from 2020.

The capital structure of the Company consists of net debt (borrowings as disclosed in Note 22 after deducting available cash and cash equivalents as disclosed in Note 19) and shareholders’ equity (comprising issued ordinary share capital, share premium, reserves and accumulated deficits as disclosed in Note 20).

The Management Board reviews the capital structure of the Company on a quarterly basis. As part of this review, the Management Board considers the cost of capital and the risks associated with each class of capital.

€ millions	2021		2020
Short-term borrowings	37		9
Long-term borrowings	2,204		474
Lease liabilities	375		87
Cash and cash equivalents	(1,320	)	(529	)
excl. restricted cash	254		41
Net debt	1,550		82
Equity	13,050		8,481

Net debt is defined as borrowings, including lease liabilities, net of available cash and cash equivalents. Equity includes all capital and reserves that are managed as capital.

Financial risk management objectives

Just Eat Takeaway.com’s activities are exposed to a number of financial risks. Just Eat Takeaway.com seeks to minimise the effects of market risk, credit risk and liquidity risk based on charters and policies.

Derivatives

Just Eat Takeaway.com entered into forward contracts totaling USD 77 million (2020: USD 30 million) and GBP nil (2020: GBP 29 million) as at 31 December 2021. Just Eat Takeaway.com does not apply hedge accounting and does not enter into derivative financial instruments for speculative purposes. It is the policy of Just Eat Takeaway.com to enter into foreign exchange forward contracts to manage the foreign currency risk associated with US dollar-denominated operating costs and intercompany loans. The forward contracts have maturity dates ranging between January 2022 and December 2022.

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Market risk

Just Eat Takeaway.com’s activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates. There has been no change to Just Eat Takeaway.com’s exposure to market risk or the manner in which these risks are managed and measured.

Foreign currency risk

Foreign exchange risk is the risk to earnings or capital arising from movement of foreign exchange rates. Just Eat Takeaway.com undertakes transactions denominated in foreign currencies and therefore currency fluctuations may impact Just Eat Takeaway.com’s financial results.

The carrying amounts of Just Eat Takeaway.com’s main foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

€ millions	31 December 2021 Assets	31 December 2021 Liabilities	31 December 2020 Assets	31 December 2020 Liabilities
EUR	49	15	52	56
CAD	4	75	36	15
GBP	74	87	26	44
USD	309	34	13	6
DKK	68	13	1	26

Foreign currency sensitivity
Just Eat Takeaway.com is mainly exposed to changes in foreign currency fluctuations of the Euro, Canadian dollar, British pound, United States dollar and Danish krone.

A sensitivity analysis was performed to determine the impact on Just Eat Takeaway.com’s loss and equity of a 5% change in the relevant foreign currency exchange rates, with all other variables held constant. The analysis included only outstanding foreign currency denominated monetary assets and liabilities (i.e. those monetary assets and liabilities denominated in a currency that differs from the Just Eat Takeaway.com entities’ functional currencies). The euro relates to exposure to the exchange rate fluctuations of the euro within subsidiaries which have other functional currencies.

The percentage used (5%) is based on the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. It was concluded that a reasonably possible change in the relevant foreign currency exchange rates would have an immaterial impact on Just Eat Takeaway.com’s loss.

Interest rate risk

Just Eat Takeaway.com is exposed to interest rate risk due to existing borrowings at both fixed and floating interest rates. The risk is managed by the Management Board by maintaining an acceptable mix between fixed and floating rate borrowings. As at 31 December 2021, certain subsidiaries of Just Eat Takeaway.com are borrowers under the RCF and the loan agreement with ING N.V. with a floating interest rate. The loan was entered into in December 2021 and is repayable at the end of the two year borrowing period. Any change in the interest rate for the period from receipt of the loan and the end of the reporting period will not have a significant impact. Reference is made to Note 22 for more information on the loan.

As at 31 December 2021, Just Eat Takeaway.com had no outstanding drawings under the Just Eat RCF.

An analysis of the undiscounted cash flows of financial liabilities is detailed in the liquidity risk management section of this Note.

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Credit risk

Credit risk refers to the risk that a customer or other counterparty will default on its contractual obligations resulting in financial loss to Just Eat Takeaway.com. In the event Just Eat Takeaway.com decides to assume more credit risk through asset concentrations or adoption of new credit standards in conjunction with untested business lines, it will properly evaluate the impact this action will have on its liquidity.

Just Eat Takeaway.com structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower, or groups of borrowers and industry segments. Such risks are monitored on a revolving basis and are subject to frequent review. The Management Board periodically discusses the level of credit exposure from Partners and corporate accounts at its meetings. Just Eat Takeaway.com usually collects trade receivables within seven days. Refer to Note 16 for details on Just Eat Takeaway.com’s exposure to credit risk and the measurement bases used to determine expected credit losses for trade receivables.

Trade receivables consist of a large number of unrelated Partners in various geographical areas. Just Eat Takeaway.com’s credit risk is reduced by its business model which allows it to offset payables to Partners against receivables. Just Eat Takeaway.com does not have significant credit risk exposure to any single counterparty. The credit risk on liquid funds is limited because the counterparties are financial institutions with strong credit-ratings assigned by international credit-rating agencies.

Liquidity risk

This is the risk to earnings or capital arising from a possible scenario that Just Eat Takeaway.com might not be able to meet its obligations when they come due, without incurring unacceptable losses. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. Liquidity risk also arises from a failure to recognise or address changes in the market conditions that affect the ability to liquidate assets quickly and with minimal loss in value.

The table below summarises the maturity profile of Just Eat Takeaway.com’s financial liabilities. The table sets forth the undiscounted cash flows at the earliest date on which Just Eat Takeaway.com can be required to pay. The tables include both interest and principal cash flows:

€ millions	Less than one year	Between one and five years	More than five years
31 December 2021
Lease liability	59	201	137
Convertible bonds & Senior Notes	37	431	1,558
Bank Loan	-	300	-
Revolving credit facility	-	-	-
Trade and other liabilities	1,082	-	-
Total monetary liabilities	1,178	932	1,695

31 December 2020
Lease liability	22	49	21
Convertible bond	9	581	-
Revolving credit facility	-	-	-
Trade and other liabilities	713	-	-
Total monetary liabilities	744	630	21

For leases, reference is made to Note 26.

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Fair value measurements

The Management Board considers that the carrying amounts of financial assets and financial liabilities, other than the convertible bonds and the senior notes, recognised in the consolidated financial statements 2021 approximate their fair values. The valuation techniques described below have been applied to determine the fair value.

Woowa investment
As at 31 December 2021, Just Eat Takeaway.com’s 0.24% equity investment in Woowa Brothers Corp. acquired in 2019 amounts to €9 million and is measured at FVTPL (31 December 2020: €8 million). The investment is included in Other non-current assets.

There have been no additions or disposals and the gain recognised in 2021 amounted to €1.1 million (2020: €0 million). The fair value has been determined with reference to unobservable inputs such as similar types of companies with similar market share. This constitutes a level 3 valuation within the fair value hierarchy. A change of 5% in the inputs used would result in a change of approximately €0 million in the fair value as per 31 December 2021.

Based on the unobservable inputs used to determine the fair value, the investment was transferred from level 2 to level 3 within the fair value hierarchy. Transfers are recognised at the end of the reporting period.

Derivatives
The forward contracts are included in 'Other assets' (2020: 'Other liabilities') and the respective gains and losses are recognised in the Statement of profit or loss and other comprehensive income. A fair value gain of €2 million (2020: fair value loss of €2 million) was recognised in 2021.

The fair value is determined based on the present value of future cash flows using the forward exchange rates at the end of the reporting period and high credit quality yield curves in the respective currencies. This constitutes a level 2 valuation within the fair value hierarchy.

Bonds, senior notes and bank loan
The fair value of the convertible bonds amounts to €1,412 million (2020: €538 million) and of the senior notes amounts to €438 million (2020: nil) as at 31 December 2021. The fair value deviates from the carrying amount due to changes in market interest rates and credit spreads since the date of issue of the convertible bonds, which carry a fixed coupon interest rate.

The fair value is determined using observable inputs including, amongst other things, credit spreads. This constitutes a level 2 valuation within the fair value hierarchy. Management considers the carrying value of the loan received from ING N.V. to approximate its fair value.

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26 Leases

Just Eat Takeaway.com assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration

As a lessee

A right-of-use asset and a lease liability are recognised at the lease commencement date.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received, and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The useful life for right-of-use assets is equal to the corresponding lease term. If there is evidence that the remaining useful life of underlying assets is lower than the lease term, then useful life is used.

Whenever an obligation is incurred for costs to restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects the expectation to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. Just Eat Takeaway.com applies the general impairment of non-financial assets requirements to determine whether a right-of-use asset is impaired.

Just Eat Takeaway.com applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Just Eat Takeaway.com applies the lease of low-value assets recognition exemption to leases of bikes and office equipment that are considered to be low value (i.e., below €5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Just Eat Takeaway.com applies a single discount rate to a portfolio of leases with reasonably similar characteristics. Many leases contain extension and termination options which are included in the lease terms if Just Eat Takeaway.com is reasonably certain that they will be exercised.

As a lessor

Leases for which Just Eat Takeaway.com is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. When Just Eat Takeaway.com is an intermediate lessor, it accounts for the head lease and the sub-lease as two separate contracts. The sub-lease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

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	Right-of-use asset
€ millions	Real estate		Vehicles		Total
Cost
Balance at 1 January 2020	30		2		32
Additions	12		2		14
Additions from business combinations	62		2		64
Disposals	(1	)	(0	)	(1	)
Foreign exchange and other movements	(4	)	(0	)	(4	)
As at 31 December 2020	99		6		105
Additions	218		3		221
Additions from business combinations	101		-		101
Disposals	(14	)	(2	)	(16	)
Foreign exchange and other movements	5		1		6
As at 31 December 2021	409		8		417

Accumulated depreciation
Balance at 1 January 2020	(7	)	(1	)	(8	)
Depreciation	(18	)	(2	)	(20	)
As at 31 December 2020	(25	)	(3	)	(28	)
Depreciation	(45	)	(2	)	(47	)
Disposals	9		1		10
Foreign exchange and other movements	2		(0	)	2
As at 31 December 2021	(59	)	(4	)	(63	)

Balance as at 31 December 2020	74		3		77
Balance as at 31 December 2021	350		4		354

Lease liability

€ millions	2021		2020
As at 1 January	87		27
Additions	217		12
Additions from business combinations	102		64
Disposals	(6	)	(4	)
Interest expense	5		2
Lease payments	(42	)	(12	)
Foreign exchange and other movements	12		(2	)
As at 31 December	375		87

As at 31 December 2021, the short-term portion of the lease liabilities amounted to €59 million (2020: €21 million).

Just Eat Takeaway.com has five finance sub-lease contracts in relation to office facilities in which it acts as lessor. These contracts are classified as finance leases under IFRS 16. Net investment in the leases are part of Other non-current assets and Finance income.

Income and expenses

€ millions	2021		2020		2019
Depreciation expense on RoU Assets	(47	)	(20	)	(8	)
Interest expense on lease liabilities	(5	)	(2	)	(1	)
Expense relating to short-term leases	(5	)	(0	)	(0	)
Expense relating to low value leases	(1	)	(6	)	(3	)
Total	(58	)	(28	)	(12	)

Cash outflow for leases

The total cash outflow for leases amounted to €42 million (2020: €12 million, 2019: €8 million).

Just Eat Takeaway.com’s liquidity risk is set out in Note 25 with regards to its lease liabilities.

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27 Cash flow statement supplementary information

	1 January 2021	Financing cash flows					Non-cash movements						Operating cash flows		31 December 2021
€ millions		Proceeds	Transaction costs		Repayments		Equity component of convertible bond		Additions of leases	Arising on acquisitions	Interest expense	Other changes	Interest repayment
Convertible bonds	483	1,109	(15	)	-		(139	)	-	-	48	-	(11	)	1,475
Lease liability	87	-	-		(42	)	-		217	102	5	6	-		375
Senior notes	-	-	-		-		-		-	447	12	31	(24	)	466
Bank Loan	-	300	-		-		-		-	-	-	-	-		300
Total	570														2,616

	1 January 2020	Financing cash flows					Non-cash movements							Operating cash flows		31 December 2020
€ millions		Proceeds	Transaction costs		Repayments		Equity component of convertible bond		Additions of leases	Arising on acquisitions	Interest expense	Other changes		Interest repayment
Convertible bonds	229	300	(6	)	-		(51	)	-	-	19	-		(8	)	483
Lease liability	27	-	-		(12	)	-		12	64	2	(6	)	-		87
Revolving credit facility	15	134	-		(493	)	-		-	344	-	-		-		-
Total	271															570

	1 January 2019	Financing cash flows					Non-cash movements						Operating cash flows		31 December 2019
€ millions		Proceeds	Transaction costs		Repayments		Equity component of convertible bond		Additions of leases	Arising on acquisitions	Interest expense	Other changes	Interest repayment
Convertible bonds	-	250	(6	)	-		(23	)	-	-	11	-	(3	)	229
Lease liability	15	-	-		(8	)	-		9	9	1	1	-		27
Revolving credit facility	-	15	-		-		-		-	-	-	-	-		15
Bridge facility	150	-	-		(150	)	-		-	-	-	-	-		-
Total	165														271

The cash flows from convertible bonds and the bank loan make up the net amount of proceeds from borrowings and repayments of borrowings in the cash flow statement.

Other changes of lease liabilities include lease disposals, lease modifications and foreign exchange movements.

Other non-cash adjustments, in the operating cashflows, include movements in Provisions and Other non-current assets.

Please refer to Note 22 for additional information regarding the senior notes and the bank loan.

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28 Related party transactions

A related party is a person or entity that is related to Just Eat Takeaway.com. These include both people and entities that have, or are subject to, the influence or control of Just Eat Takeaway.com (for example key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS standards and take into account the substance as well as the legal form.

Balances and transactions within Just Eat Takeaway.com, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this Note. Details of transactions between Just Eat Takeaway.com and other related parties are disclosed below.

Trading transactions

During 2021, Just Eat Takeaway.com did not enter into material transactions with related parties that are not members of Just Eat Takeaway.com (2020 and 2019: none). No expense has been recognised in the current or prior years for bad or doubtful debts in respect of the amounts owed by related parties.

Loans to related parties

Just Eat Takeaway.com did not enter into new loans with related parties that are not Just Eat Takeaway.com entities (2020: none).

Other transactions with related parties

Funding payments of €83 million were made to iFood during 2021 (2020: €55 million, of which €44 million were made to iFood and €11 million were made to ECAC, 2019: none). Refer to Note 15 for more details. Other than these, there were no significant related party transactions.

Loans from related parties

There are no loans from related parties as at 31 December 2021 (31 December 2020: none).

Transactions with key management personnel of the Company

The members of the Management Board and the Supervisory Board are considered key management personnel as defined in IAS 24.

The remuneration policy for members of the Management Board was developed by the Supervisory Board, approved, adopted and amended by the General Meeting. On 15 May 2020, the day after the General Meeting 2020, the current remuneration policy entered into force.

The total remuneration of the Management Board is as follows:

€’000	J. Groen (CEO)	B. Wissink (CFO)	J. Gerbig (COO)	2021
Short-term benefits	697	658	659	2,014
Post-employment benefits	50	50	50	150
Share-based payments	435	404	397	1,236
Total	1,182	1,112	1,106	3,400

€’000	J. Groen (CEO)	B. Wissink (CFO)	J. Gerbig (COO)	2020
Short-term benefits	984	926	905	2,815
Post-employment benefits	50	50	50	150
Share-based payments	310	278	265	853
Total	1,344	1,254	1,220	3,818

€’000	J. Groen (CEO)	B. Wissink (CFO)	J. Gerbig (COO)	2019
Short-term benefits	479	438	404	1,321
Post-employment benefits	50	50	46	146
Share-based payments	191	176	172	539
Total	720	664	622	2,006

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In the period from 15 June 2021 until 30 November 2021, M. Maloney received an amount of €250 thousand from Grubhub, which includes the pro-rata payment of his annual base fee of €450 thousand.

The total remuneration of the Supervisory Board is as follows:

€’000	2021	2020	2019
Adriaan Nühn (Chair)	135	115	65
Corinne Vigreux	98	80	50
Ron Teerlink	87	75	50
Gwyn Burr	98	68	-
Jambu Palaniappan	77	53	-
Johannes Reck	-	7	38
Lloyd Frink	45	-	-
David Fisher	60	-	-
Total	600	398	203

No loans, advances or guarantees were granted to members of the Management Board and Supervisory Board in 2021 (2020: none, 2019: none).

David Fisher and Lloyd Frink held shares in Grubhub prior to the Grubhub Acquisition, which were rolled-over into shares in Just Eat Takeaway.com. As at 31 December 2021, David Fisher held 20,330 ADSs and 31,530 vested options, which, upon exercise, can be settled in 31,530 ordinary shares or 157,650 ADSs. As per the same dated, Lloyd Frink held 282,354 ADSs and 37,168 vested options, which upon exercise, can be settled in 37,168 ordinary shares or 185,840 ADSs. As per 31 December 2021, no other Supervisory Board members held shares or share options in the Company.

29 Off-balance sheet commitments

Lease arrangements

Just Eat Takeaway.com applies the short-term lease recognition exemption to its short-term leases (i.e. <1 year). It also applies the recognition exemption for leases for which the underlying asset is of low value (i.e. below €5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease term.

Low value and short-term leases (including delivery bikes) can be specified as follows:

€ millions	2021	2020
Not later than one year	20	2
Between one and five years	21	14
More than five years	-	-
Closing balance	41	16

Commitments for expenditure

Just Eat Takeaway.com has commitments for expenditure as at 31 December 2021 for an amount of €273 million (31 December 2020: €20 million) mainly related to marketing and sponsoring contracts, IT contracts, third-party delivery companies and excluding leasehold improvements, reference is made to Note 14.

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30 Contingent liabilities

Group guarantees

The Company has issued declarations of joint and several liability for Takeaway.com Group B.V., Takeaway.com Central Core B.V., Takeaway.com European Operations B.V., Takeaway.com Payments B.V. and Takeaway.com Express Netherlands B.V., in accordance with Section 403 of Part 9 of Book 2 of the Dutch Civil Code.

Takeaway.com Group B.V. has declared to be liable vis-à-vis Yourdelivery and Takeaway Express GmbH only in the subsequent fiscal year for any obligations entered into by Yourdelivery and Takeaway Express GmbH until 31 December 2021. Based on section 264 paragraph 3 of the German Commercial Code, Yourdelivery and Takeaway Express GmbH are exempt from certain requirements of the German Commercial Code.

Takeaway.com Payments B.V. has agreed that in case Stichting Derdengelden Takeaway.com has insufficient funds to meet its payment obligations to Partners, consumers and entities within the Just Eat Takeaway.com group, Takeaway.com Payments B.V. will immediately pay this deficit.

Legal proceedings

Subject to the matters disclosed below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Just Eat Takeaway.com is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Just Eat Takeaway.com’s financial position or results.

Gig Economy Matters

Just Eat Takeaway.com is involved in various legal proceedings including labour and employment claims, some of which relate to the alleged misclassification of independent contractors.

In July 2018, a courier on the SkipTheDishes network filed a putative class action claim in Manitoba alleging that all couriers providing services on the Skip network in Canada are employees and not independent contractors. The relevant court has not yet determined if the claim will be certified as a class action and, if so, which couriers would be included in any such class.

While it is difficult to assess the merits or potential quantum with certainty, the current assessment is that a successful claim against Just Eat Takeaway.com is not probable. No provision has currently been recorded. Given the uncertain nature of the relevant events and liabilities, it is not practicable to provide information on the estimate of the financial effect, if any, or timing.

Grubhub currently has a number of pending putative class actions, Private Attorney General Act lawsuits and arbitrations alleging the misclassification of independent contractors. Legislation in this area continues to evolve, and Grubhub therefore expects to continue to receive an increased number of misclassification claims. Nonetheless, the Company believes that its approach to classification is supported by the law and intends to continue to defend itself vigorously in these matters. The Company does not believe any of the foregoing claims will have a material impact on its consolidated financial statements. However, there is no assurance that any claim will not be combined into a collective or class action.

In Italy, Just Eat Italy S.R.L. received orders from the public prosecutor and labour, social security and public insurance inspectors that state that couriers engaged by Just Eat Italy should be considered ‘workers’, in Italy called co.co.co., instead of independent contractors. Having transitioned to an employed courier model in 2021, as well as signing a collective bargaining agreement with the largest unions for the employment of couriers, Just Eat Italy subsequently resolved the public prosecutor orders. On 1 April 2021, Just-Eat Italy received a further order with the calculation of the social security contributions for said couriers, including fines for late payment. The related accrual is included in Trade and other liabilities. Just Eat Takeaway.com continues to evaluate its approach towards, and any potential objections to, the order regarding social security contributions.

In Australia, Just Eat Takeaway.com’s subsidiary Menulog Pty. Ltd. (“Menulog”) received a position paper from the Australian Taxation Office (the “ATO”) on 11 September 2019 stating that the couriers engaged by Menulog should be considered employees rather than independent contractors. Menulog has challenged this based on the legislation and recent case law. In October 2021, the ATO provided Menulog with the Reasons for Decision Paper in which it reiterated its previous decision and stipulates that the guidance should be applied retrospectively. Menulog continues to disagree with the position of the ATO. In November 2021, the ATO has put the audit and any related actions on hold. Menulog continues to evaluate its approach towards, and any potential objections to, the Reasons for Decision Paper.

EU State Aid

In October 2017, the European Commission (the ‘‘EC’’) announced it was conducting a state aid investigation into the Group Financing Exemption contained within the UK’s Controlled Foreign Company (‘‘CFC’’) legislation. The Group Financing Exemption (contained within Chapter 9 of Part 9A of the Taxation (International and Other Provisions) Act 2010) was introduced in 2013 when the UK CFC rules were revised.

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On 20 August 2019, the EC published its final decision in the Official Journal following the conclusion of its investigation.

Following the decision, the EC ordered the UK to recover in full the CFC charge that would have applied if no claim under the Group Financing Exemption had been made, to the extent that the profits were attributable to qualifying loan relationships which involved UK activities.

Just Eat Takeaway.com believes the EC came to the wrong conclusion following its investigation and has applied to the General Court of the European Union (the ‘‘GCEU’’) to annul the decision. The UK government, along with a number of other affected companies, has submitted similar annulment applications.

Similar to other UK-based international companies, Just Eat Takeaway.com may be impacted by the final outcome of this investigation, potentially with previously exempt finance flows becoming subject to the UK’s CFC legislation and therefore UK tax, in addition to its relevant affiliates being subject to applicable tax legislation in their own tax jurisdictions. Just Eat Takeaway.com is continuing to work with its advisers to assess the EC’s decision on its position as guidance is released from Her Majesty’s Revenue and Customs (‘‘HMRC’’) and other sources. While there is considerable uncertainty with regard to both the annulment process and any corresponding liability assessed by HMRC, the maximum potential cash exposure has been calculated to be £17 million including interest (€19 million including interest), should the EC’s decision be upheld. Just Eat Takeaway.com has appealed the decision on a number of grounds and continues to engage with HMRC on the matter.

We believe the European Commission's decision to be without merit, however in line with IFRS 3, Just Eat Takeaway.com assumed a contingent liability of €3 million in our opening balance sheet for this matter. The UK Government is required to commence collection proceedings and a new law was enacted as of 17 December 2020 to empower HMRC to do this. However, the new law is a charging mechanism only and not an arbitration on the merits of the on-going litigation. If the state aid decision is annulled, then any amounts paid will be returned to Just Eat Takeaway.com following this final determination.

Due to the newly enacted legislation, HMRC issued a charging notice for €14 million on 1 February 2021 and this was paid on 26 February 2021. This is a collection mechanism only and does not alter the ongoing merits of the case which is subject to on-going litigation.

Civil Litigation

In August 2011, Ameranth, Inc. (“Ameranth”) filed a patent infringement action against a number of defendants, including Grubhub Holdings Inc., in the U.S. District Court for the Southern District of California, Case No. 3:11-cv-1810. Ameranth subsequently initiated additional actions for infringement of a related patent, including separate actions against Grubhub, Case No. 3:12-cv-739, which were consolidated along with approximately 40 other cases Ameranth filed in the same district. In 2018, the district court granted summary judgement to another defendant and stayed the Grubhub cases. The district court’s decision has been affirmed on appeal and Grubhub anticipates that the district court will issue a final, favorable ruling by or before June 2022. Grubhub believes this case lacks merit and that a loss is not probable.

On 20 November 2019, a purported stockholder of Grubhub Inc. filed a putative class action complaint against Grubhub Inc., then Chief Executive Officer Matthew Maloney, and then President and Chief Financial Officer Adam DeWitt in the United States District Court for the Northern District of Illinois, Case No. 19 Civ. 7665. The complaint, which was amended on 24 July 2020, asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, based on its allegation that the defendants made false and misleading statements about Grubhub’s growth, competitive landscape, and strategy. The complaint seeks unspecified compensatory damages and attorneys’ fees, amongst other relief. In September 2021, the district court denied Grubhub’s motion to dismiss and the case is now proceeding to limited discovery and then mediation (currently scheduled for April 6, 2022). The defendants believe that the case is without merit and that a resolution may result from the mediation. Given the early stage of the proceedings, a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time.

In 2020, Grubhub received a letter from International Business Machines Corporation (“IBM”) alleging that Grubhub’s website and mobile application products infringe certain U.S. patents held by IBM. Grubhub and IBM have discussed a potential resolution of IBM’s allegations, and to date, IBM has not filed any litigation against Grubhub regarding the patents. In addition, Grubhub believes it has meritorious defenses to IBM’s allegations, although there can be no assurances that Grubhub will reach a satisfactory resolution, or that it would be successful in defending against a claim by IBM in the event that a complaint was to be filed.

Just Eat Takeaway.com is, from time to time, involved in various other legal proceedings arising from normal course of business activities, including claims from Partners. Generally, Just Eat Takeaway.com does not believe any of such claims will have significant effects on Just Eat Takeaway.com’s consolidated financial position or results. In Canada and Israel, some Partners have challenged applicable commission rates. Just Eat Takeaway.com disclaims liability and is defending these claims.

Legal advice indicates that the possibility exists that a liability for an amount of €17 million, could arise as a consequence of the case in Israel. Just Eat Takeaway.com is not expecting a material net exposure on these legal proceedings, considering related reimbursements to be received from third parties.

With regards to the Canadian case, the plaintiff has agreed to discontinue the claim.

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31 List of subsidiaries, joint ventures and associates

A list of the Company’s subsidiaries, joint ventures and associates as per 31 December 2021 including the name, nature of business, proportion of voting rights held and country of incorporation, is set out below.

Company name	Country of incorporation	Nature of business	% holding
Subsidiary undertakings
Takeaway.com Group B.V.	Amsterdam, Netherlands	Holding	100%
Takeaway.com Central Core B.V.	Amsterdam, Netherlands	Operating	100%
Hello Hungry EAD	Sofia, Bulgaria	Holding	100%
HH Delivery BG EOOD	Sofia, Bulgaria	Operating	100%
BG Menu EOOD	Sofia, Bulgaria	Operating	100%
HelloHungry Delivery S.R.L.	Bucharest, Romania	Operating	100%
HelloHungry S.A.	Bucharest, Romania	Operating	100%
Takeaway.com European Operations B.V.	Amsterdam, Netherlands	Operating	100%
Takeaway.com European Operations BV Austrian Branch	Amsterdam, Netherlands	Branch	100%
Takeaway.com European Operations BV Belgium Branch	Amsterdam, Netherlands	Branch	100%
Takeaway.com European Operations BV Swiss Branch	Amsterdam, Netherlands	Branch	100%
Takeaway.com European Operations BV Portuguese Branch	Amsterdam, Netherlands	Branch	100%
Foodarena AG	Zurich, Switzerland	In liquidation	100%
sto2 sp. z o.o.	Wroclaw, Poland	Operating	100%
eat.ch GmbH	Zurich, Switzerland	Operating	100%
Takeaway.com Express Netherlands B.V.	Amsterdam, Netherlands	Operating	100%
Takeaway.com Express Italy S.r.l.	Milan, Italy	Operating	100%
Takeaway.com Express France SAS	Paris, France	Operating	100%
Takeaway.com Express Denmark ApS	Copenhagen, Denmark	Operating	100%
Takeaway.com Express UK Limited	London, United Kingdom	Operating	100%
Takeaway Express Spain S.L.	Madrid, Spain	Operating	100%
Takeaway.com Express Austria GmbH	Vienna, Austria	Operating	100%
Takeaway.com Express Belgium BV	Brussels, Belgium	Operating	100%
Takeaway.com Express Norway AS	Kristiansand, Norway	Operating	100%
Takeaway.com Express Poland Sp. z o.o.	Wroclaw, Poland	Operating	100%
Bistro.sk a.s.	Bratislava, Slovakia	Operating	100%
yd.yourdelivery GmbH	Berlin, Germany	Operating	100%
Takeaway Express GmbH	Berlin, Germany	Operating	100%
Biscuit Holdings Israel Ltd.	Tel Aviv, Israel	Holding	100%
10bis.co.il Ltd	Tel Aviv, Israel	Operating	100%
Scoober Tel Aviv Ltd	Tel Aviv, Israel	Operating	100%
Takeaway.com Payments B.V.	Amsterdam, Netherlands	Operating	100%
Just Eat Limited	London, United Kingdom	Holding	100%

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Just Eat Holding Limited	London, United Kingdom	Operating	100%
Just Eat Northern Holdings Limited	London, United Kingdom	Holding	100%
Just Eat Denmark Holding ApS	Copenhagen, Denmark	Holding	100%
Just Eat Host A/S	Copenhagen, Denmark	Holding	100%
Just Eat.dk ApS	Copenhagen, Denmark	Operating	100%
Just Eat.co.uk Limited	London, United Kingdom	Operating	100%
Hungryhouse Holdings Limited	London, United Kingdom	Holding	100%
Hungryhouse GmbH	Berlin, Germany	In liquidation	100%
Flyt Limited	London, United Kingdom	Operating	100%
Flyt USA Inc	Wilmington, United States	Operating	100%
Simbambili Ltd	Tel Aviv, Israel	Operating	100%
Practi Technologies Ltd	London, United Kingdom	Operating	100%
Just Eat.no AS	Oslo, Norway	Operating	100%
City Pantry Ltd	London, United Kingdom	Operating	100%
FBA Invest SAS	Paris, France	Holding	80%
Eat On Line SAS	Paris, France	Operating	80%
Just-Eat Spain S.L.	Madrid, Spain	Operating	100%
Just-Eat Italy S.r.l.	Milan, Italy	Operating	100%
Just-Eat.lu SarL	Luxembourg, Luxembourg	Dormant	100%
Skipthedishes Restaurant Services Inc.	Otawa, Ontario, Canada	Operating	100%
Just-Eat Ireland Limited	Dublin, Ireland	Operating	100%
Just Eat Central Holdings Limited	London, United Kingdom	Holding	100%
Eatcity Limited	Dublin, Ireland	Holding	100%
Just Eat (Acquisitions) Holding Limited	London, United Kingdom	Holding	100%
Just Eat (Acquisitions) Pty Limited	Sydney, Australia	Holding	100%
Menulog Group Limited	Sydney, Australia	Operating	100%
Eat Now Services Pty Limited	Sydney, Australia	Dormant	100%
Menulog Pty Limited	Sydney, Australia	Operating	100%
Menulog Limited	Auckland, New Zealand	Operating	100%
Orange Vests B.V.	Amsterdam, Netherlands	Holding	100%
Grubhub Inc	Wilmington, Delaware, United States	Holding	100%
Grubhub Holdings Inc	Wilmington, Delaware, United States	Operating	100%
MealPort ELP, LLC	Austin, Texas, United States	Operating	100%
Seamless Europe, Ltd	London, United Kingdom	Operating	100%
Grubhub Canada Limited	Vancouver, British Columbia, Canada	Operating	100%
Slick City Media, Inc d/b/a Menu Pages	Albany, New York, United States	Operating	100%
LAbite.com, Inc	Sacramento, California, United States	Operating	100%
KMLee Investments Inc	Wilmington, Delaware, United States	Operating	100%
Thresher Logistics LLC	Austin, Texas, United States	Operating	100%
Bite Commissary LLC	Austin, Texas, United States	Operating	100%
SCVNGR, Inc. d/b/a LevelUp	Wilmington, Delaware, United States	Operating	100%
LevelUp (UK) Limited	London, United Kingdom	Operating	100%
LevelUp Consulting, LLC	Wilmington, Delaware, United States	Operating	100%
Grubhub Campus, Inc.	Wilmington, Delaware, United States	Operating	100%
Tapingo Ltd	Tel Aviv, Israel	Operating	100%
Joint Ventures
El Cocinero a Cuerda S.L.	Madrid, Spain	In liquidation	67%
Associates
IF-JE Holdings BV	Hoofddorp, Netherlands	Holding	33%
iFood Holdings BV	Amsterdam, Netherlands	Holding	33%

All subsidiaries have a similar period-end reporting date.

F-68

32 Events after the reporting period

A subsequent event is a favourable or unfavourable event, that occurs between the reporting date and the date that the consolidated financial statements are authorised for issue. Events after the reporting date that provide evidence of conditions that existed at the reporting date are adjusted within the consolidated financial statements. Events that are indicative of a condition that arose after the reporting date of a material size or nature are disclosed below.

Announced delisting

On 8 February 2022, further to Just Eat Takeaway.com's ongoing review to determine its optimal listing venue, the Company announced that it has formally notified The Nasdaq Stock Market, Inc. of its intent to voluntarily delist its American Depositary Receipts (“ADRs”) from the Nasdaq. Just Eat Takeaway.com expects to file a Form 25 (Notification of Removal from Listing) with the SEC and for the last trading day of its ADRs on Nasdaq to occur by the end of the first quarter of 2022. The Company expects its ADRs to be quoted and traded on the OTC Markets via a sponsored Level I Program following the voluntary delisting.

The main considerations for the voluntary delisting are the low trading volumes of the Company’s ADRs on Nasdaq and the low proportion of the Company’s total share capital held via ADRs on Nasdaq (approximately 3.7%, which is expected to decrease further overtime). Considering this and subject to meeting the relevant requirements, the Company intends to apply for a deregistration of its ordinary shares under the Securities and Exchange Act of 1934 (the "Exchange Act") in the first half of 2023.

The Company’s ordinary shares will remain listed on Euronext Amsterdam and on the London Stock Exchange. An estimate of the financial effect of the voluntary delisting cannot be made.

iFood funding
In February 2022 Just Eat Takeaway.com took up its rights to participate in iFood's funding round for its financial year ending March 2022, investing $32 million into iFood to maintain the current holding of 33.3%.

Announced proposal to discontinue certain operations

To concentrate on the highest potential markets for generating scale, leadership positions and profit pools, the Just Eat Takeaway.com Management Board intends to discontinue its operations in Norway and Portugal, anticipated to be effective as of 1 April 2022. Just Eat Takeaway.com expects no significant impact to reported operating results from the closure.

There have been no other events subsequent to the balance sheet date that require disclosure.

F-69

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [***] has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause Competitive harm to the registrant if publicly disclosed.

EXHIBIT 4.1

REQUEST LETTER

To: HSBC Bank PLC as Agent (as defined in the Facilities Agreement)

From: Just Eat Limited (the "Company") for itself and as Obligor's Agent for each other Obligor (as defined below)

25 June 2021.

1	INTRODUCTION AND Requests
1.1	Introduction
1.1.1	We refer to the GBP 267,500,000 and EUR 307,625,000 multicurrency revolving facilities agreement originally dated 2 November 2017, as amended and/or amended and restated from time to time, between, among others, the Company as original borrower and original guarantor and HSBC Bank PLC as Agent (the "Agent") (the "Facilities Agreement").
1.1.2	Capitalised terms defined in the Facilities Agreement have, unless expressly defined in this letter, the same meaning in this letter. The provisions of clauses 1.2 (Construction), 31 (Notices), 33 (Partial Invalidity), 34 (Remedies and waivers), 38 (Counterparts) and 41 (Enforcement) of the Facilities Agreement shall be incorporated into this letter except that references to the Facilities Agreement or the Finance Documents are to be construed as references to this letter.
1.1.3	This letter is a Finance Document.
1.2	Covenant Holiday
1.2.1	The Company requests:
	(a)	a temporary waiver from the obligation to comply with the Leverage Ratio (set out in clause 21.2(a)(i) of the Facilities Agreement) and Interest Cover Ratio (set out in clause 21.2(a)(ii) of the Facilities Agreement), for each of the Relevant Periods ending on 30 June 2021, 31 December 2021, 30 June 2022 and 31 December 2022 (the "Original Covenant Holiday Period"), or any such subsequent Test Date to which the Covenant Holiday Period has been extended at the written request of the Company, giving prior notice to the Agent not more than 30 days and not less than 10 days before:
		(i)	the end of the Original Covenant Holiday Period; or
		(ii)	any subsequent Test Date to which the Covenant Holiday Period has been extended in accordance with this letter,
		(the Original Covenant Holiday Period, including any extensions in accordance with this letter, the “Covenant Holiday Period“) it being understood that the Company shall not be able to extend the Covenant Holiday Period once it has expired pursuant to the terms of this letter;
	(b)	that the Leverage Ratio and the Interest Ratio shall not be tested pursuant to clause 21.3 (Financial Testing) of the Facilities Agreement during the Covenant Holiday Period it being understood that the level of the Leverage Ratio and the Interest Cover Ratio during the Covenant Holiday Period in itself shall not constitute as having a Material Adverse Effect or constitute an Event of Default under clause 23.2 of the Facilities Agreement; and
	(c)	a waiver during the Covenant Holiday Period from the obligation to supply a Compliance Certificate in accordance with clause 20.2 (Compliance Certificate) of the Facilities Agreement in relation to any Test Date falling within the Covenant Holiday Period, provided that the Company shall, unless otherwise agreed with all the Lenders, , supply to the Agent, with each set of financial statements delivered pursuant to clause 20.1 (Financial statements) of the Facilities Agreement during the Covenant Holiday Period, a certificate (signed by the Chief Financial Officer of the Company or two directors of the Company) confirming:
		(i)	the Leverage Ratio and setting out calculations establishing the Leverage Ratio; and
		(ii)	the applicable Margin,
		in each case solely for the purpose of determining the applicable commitment fee in accordance with clause 12.1 (Commitment fee) of the Facilities Agreement and not for the purpose of testing the Leverage Ratio and not including any other confirmations or representations,
(together, the “Covenant Holiday Request“).
	1.2.2	The Company further requests a temporary waiver during the Covenant Holiday Period from the obligation to comply with the obligations set out in clauses 22.8(a) and 22.8(b) (Guarantors) of the Facilities Agreement, provided that clause 22.8 (Guarantors) of the Facilities Agreement shall continue to apply for the purpose of clause 25.6 (Resignation of a Guarantor) of the Facilities Agreement (the "Guarantor Cover Request" and together with the Covenant Holiday Request, the “Waiver and Amendment Requests“).
	1.2.3	In consideration of the Lenders agreeing to the Waiver and Amendment Requests the Facilities shall be draw stopped and the Company undertakes that it shall not (and shall procure that no Borrower shall) deliver a Utilisation Request on and from the date of this letter until the end of the Covenant Holiday Period and no Lender shall have any obligation to make a participation in any Loan during such period provided that, and subject to the following conditions:
	(a)	at the written request of the Company, giving 15 days prior notice to the Agent, the Covenant Holiday Period can be ended prior to its scheduled end date; and
	(b)	as from the first Business Day after the last day of the Covenant Holiday Period (including, for the avoidance of doubt, such earlier date as the Covenant Holiday Period is ended in accordance with clause 1.2.3(a) of this letter), the Company may deliver Utilisation Requests in accordance with the terms of the Facilities Agreement provided that the first Utilisation Request delivered after the Covenant Holiday Period shall be accompanied by a drawing certificate substantially in the form annexed hereto confirming, among other matters, compliance with clauses 21.2 (Financial Condition) and 22.8 (Guarantors) of the Facilities Agreement as at the last day of the Covenant Holiday Period.
2	Process and Timing
	(a)	The Waiver and Amendment Requests require the consent of the Majority Lenders and may be effected, on behalf of the Finance Parties, by the Agent on the instruction of the Majority Lenders.
	(b)	The Company, for itself and as Obligor's Agent for the other Obligors, hereby requests that:
		(i)	the Agent shares this letter with the Lenders promptly upon receipt;
		(ii)	the Lenders provide their irrevocable and unconditional consent to and approval of the Waiver and Amendment Requests, and their irrevocable instruction to the Agent to execute this letter (once the requisite consent is obtained) as soon as possible, but in any case, no later than 25 June 2021; and
		(iii)	the Agent provides the Company with a countersigned copy of this letter no later than 25 June 2021.
3	Miscellaneous
		Save as expressly set out in this letter, the Finance Documents remain in full force and effect and nothing in this letter shall constitute or be construed as a waiver or compromise of any other term or condition of the Finance Documents or any of the Finance Parties’ rights in relation to them which shall continue in full force and effect
4	GOVERNING LAW
		This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully,

[***]

Just Eat Limited

On behalf of itself and in its capacity as Obligor's Agent in respect of the other Obligors

WE CONFIRM THE MAJORITY LENDERS HAVE CONSENTED TO THE WAIVER AND AMENDMENT REQUESTS AND WE ACCEPT AND AGREE TO THE TERMS OF THIS LETTER AND CONFIRM CONSENT TO THE WAIVER AND AMENDMENT REQUESTS SUBJECT TO THE TERMS OF THIS LETTER ON BEHALF OF THE FINANCE PARTIES

[***]

HSBC Bank PLC, in its capacity as Agent

ANNEX

[***]

CLIFFORD
CHANCE

CLIFFORD CHANCE LLP

EXECUTION VERSION

JUST EAT TAKEAWAY.COM N.V.

AS THE COMPANY

HSBC BANK PLC

AS AGENT

AND OTHERS

AMENDMENT AND RESTATEMENT AGREEMENT

relating to a multicurrency revolving facilities agreement
originally dated 2 November 2017 as amended pursuant to
amendment letters dated 9 August 2019 and 12 November
2019, as amended and restated pursuant to an amendment

and restatement agreement dated 9 March 2020, and as
amended pursuant to a consent letter dated 25 June 2021

CONTENTS

Clause	Page
1. Definitions and Interpretation	1
2. Conditions Precedent	2
3. Representations	2
4. Amendment and restatement	3
5. Exiting Lenders	3
6. Resigning Guarantors	4
7. Guarantor Coverage	4
8. Further Assurance	4
9. Transaction Expenses	5
10. Miscellaneous	5
11. Governing Law	5
Schedule 1 The Parties	6
Part I The Continuing Guarantors	6
Part II The Continuing Lenders	7
Part III The Exiting Lenders	8
Schedule 2 Conditions Precedent	9
Schedule 3 Form of Amended Agreement	12

THIS AGREEMENT is dated 12 August 2021 and made

BETWEEN:

(1) JUST EAT TAKEAWAY.COM N.V., a public limited liability company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and registered with the Commercial Registry (Handelsregister) under number 08142836 (the "Company");

(2) JUST EAT LIMITED, JUST EAT HOLDING LIMITED and TAKEAWAY.COM GROUP B.V. as borrowers (the "Borrowers");

(3) THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as continuing guarantors (together with the Company, the "Continuing Guarantors");

(4) THE FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 as exiting lenders (the "Exiting Lenders"); and

(5) HSBC BANK PLC as agent of the other Finance Parties (the "Agent").
IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"2021 Amendment and Extension Fee Letter" means the fee letter referred to at clause 13.5 (Amendment and extension fee) of the Amended Agreement.

"Amended Agreement" means the Original Facilities Agreement, as amended and restated in the form set out in Schedule 3 (Form of Amended Agreement).

"Effective Date" means the date on which the Effective Time occurs.

"Effective Time" means the time of the notification by the Agent under Clause 2 (Conditions Precedent) provided that the Effective Date occurs on or prior to 30 August 2021 (or such later date as the Agent (acting on the instructions of the Continuing Lenders and the Exiting Lenders) and the Company may agree).

"Original Facilities Agreement" means the multicurrency revolving facilities agreement originally dated 2 November 2017 as amended pursuant to amendment letters dated 9 August 2019 and 12 November 2019, as amended and restated pursuant to an amendment and restatement agreement dated 9 March 2020, and as amended pursuant to a consent letter dated 25 June 2021.

"Party" means a party to this Agreement.

"Resigning Guarantor" means each of :

(a) Eat Now Services Pty Ltd;

(b) Menulog Group Ltd;

(d) Just Eat Host A/S;

(e) Just Eat.dk ApS;

(f) Just-Eat Spain S.L.U; and

(g) Just-eat.lu S.à r.l.

1.2 Incorporation of defined terms

(a) Unless a contrary indication appears, terms defined in the Original Facilities Agreement or the Amended Agreement have the same meaning in this Agreement.

(b) The principles of construction set out in the Original Facilities Agreement shall have effect as if set out in this Agreement.

1.3 Clauses

In this Agreement, any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement.

1.4 Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5 Designation

In accordance with the Original Facilities Agreement, each of the Company and the Agent designate this Agreement as a Finance Document.

2. CONDITIONS PRECEDENT

The provisions of Clause 4 (Amendment and Restatement) shall be effective only if the Agent has received all the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company, the Continuing Lenders and the Exiting Lenders promptly upon being so satisfied.

3. REPRESENTATIONS

Each Borrower and each Continuing Guarantor makes the Repeating Representations (as defined in the Amended Agreement) and the Company makes the representations and warranties set out in clause 20.10 (No misleading information) of the Amended Agreement by reference to the facts and circumstances then existing:

(a) on the date of this Agreement; and

(b) on the Effective Date,

but as if references in clause 20 (Representations) of the Amended Agreement to "the Finance Documents" were instead to this Agreement and the 2021 Amendment and Extension Fee Letter to be entered into on or about the date of this Agreement and, on the Effective Date, to the Finance Documents (as defined in the Amended Agreement).

4. AMENDMENT AND RESTATEMENT

4.1 Amendment and Restatement

With effect on and from the Effective Time, the Original Facilities Agreement shall be amended and restated in the form set out in Schedule 3 (Form of Amended Agreement).

4.2 Confirmations

(a) The provisions of the Original Facilities Agreement and the other Finance Documents (including the guarantee and indemnity of each Continuing Guarantor) shall, save as amended by this Agreement, continue in full force and effect. Each Borrower and each Continuing Guarantor reconfirms all of its obligations under the Original Facilities Agreement and the other Finance Documents.

(b) On and from the Effective Time, any reference in the Finance Documents to the Original Facilities Agreement or to any provision of the Original Facilities Agreement will be construed as a reference to the Amended Agreement, or that provision, as amended by this Agreement.

(c) Each Borrower and each Continuing Guarantor confirms that, with effect on and from the Effective Time, the guarantees and indemnities set out in clause 19 (Guarantee and indemnity) of the Amended Agreement shall continue to apply and extend to the obligations of each Obligor (as defined in the Amended Agreement) under the Finance Documents subject to the guarantee limitations set out in clause 19 (Guarantee and indemnity) of the Amended Agreement.

4.3 Commitments of Continuing Lenders

On and from the Effective Time the Commitments of the Continuing Lenders will be as set out in Part II (The Continuing Lenders) of Schedule 1 (The Parties).

5. EXITING LENDERS

(a) With respect to each Exiting Lender only and notwithstanding Clause 4.1 (Amendment and Restatement) above, the provisions of the Original Facilities Agreement shall continue to apply. Without limitation:

(i) all amounts owing to the Exiting Lenders shall continue to be debt obligations of the relevant Obligor on the terms set out in the Original Facilities Agreement until they are paid or repaid (and all such debt obligations will be paid or repaid in full by the relevant Obligors and the Commitments of the Exiting Lenders under the Original Facilities Agreement will be irrevocably cancelled in full on the Effective Date); and

(ii) the provisions of clause 27 (Role of the Agent and the Arranger), clause 30 (Payment mechanics) and clause 33 (Calculations and certificates) of the Original Facilities Agreement shall continue to apply to Exiting Lenders and to the relationship between the Facility Agent and the Exiting Lenders.

(b) Subject to paragraph (a) above, the Company and each Exiting Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled on the Effective Date. For the avoidance of doubt, other than any amounts owing to the Exiting Lenders on the terms set out in the Original Facilities Agreement, no fees or other amounts shall be payable to the Exiting Lenders.

(c) The Company shall ensure that any amount which has accrued pursuant to Clause 12.3 (Commitment Fee) of the Original Facilities Agreement but which remains unpaid and owing to an Exiting Lender shall be paid to the Agent (for the account of that Exiting Lender only) by the date falling no later than five (5) Business Days after the earlier to occur of:

(i) the Effective Date; and

(ii) 30 August 2021.

6. RESIGNING GUARANTORS

On and from the Effective Time, each Resigning Guarantor shall cease to be a Guarantor under the Existing Facilities Agreement and each Resigning Guarantor shall have no obligations as Guarantor under the Amended Agreement.

7. GUARANTOR COVERAGE

The Company confirms that as at the most recent Guarantor Cover Test Date it would have been in compliance with the requirements of paragraph (a)(i) of clause 23.8 (Guarantors) of the Amended Agreement if the resignation of the Resigning Guarantors had been effective as at that Guarantor Cover Test Date and therefore the requirement of paragraph (iv) of clause 26.6(b) of the Amended Agreement has been complied with in respect of the resignations contemplated by Clause 6 (Resigning Guarantors) above.

8. FURTHER ASSURANCE

The Company, each Borrower and each Continuing Guarantor shall, at the request of the Agent and at the Company's own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

9. TRANSACTION EXPENSES

The Company shall within three Business Days of demand reimburse the Agent for the amount of all reasonable and documented third party costs and expenses (including legal fees up to pre-agreed caps (if any)) reasonably incurred by the Agent in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

10. MISCELLANEOUS

10.1 Incorporation of terms

The provisions of clause 32 (Notices) and clause 43 (Enforcement) of the Original Facilities Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" are references to this Agreement.

10.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

11. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1 THE PARTIES

PART I
THE CONTINUING GUARANTORS

Name of Continuing Guarantor	Registration number (or equivalent, if any)	Original Jurisdiction
Just Eat Takeaway.com N.V.	08142836	The Netherlands
Takeaway.com Group B.V.	64441725	The Netherlands
Takeaway.com European Operations B.V.	69769753	The Netherlands
Just Eat Limited	06947854	England
Just Eat Holding Limited	05438939	England
Just Eat.co.uk Limited	04656315	England
yd.yourdelivery GmbH	HRB 118099 (local court (Amtsgericht) of Berlin (Charlottenburg))	Germany
Just-Eat Ireland Limited	457475	Ireland
Menulog Pty Ltd	ABN 120 943 615	Australia
SkipTheDishes Restaurant Services Inc	11160745	Canada

PART II
THE CONTINUING LENDERS

Name of Continuing Lender	Facility A1 Commitment as at the Effective Date (£)	Facility A2 Commitment as at the Effective Date (€)	Treaty Passport scheme reference number and jurisdiction of tax residence (if applicable)
ABN AMRO Bank N.V.	19,658,119.66	23,000,000.00	1/A/70003/DTTP The Netherlands
Bank of America, N.A., London Branch	19,658,119.66	23,000,000.00	N/A
Barclays Bank PLC	19,658,119.66	23,000,000.00	N/A
BNP Paribas SA, Netherlands Branch	19,658,119.66	23,000,000.00	5/B/255139/DTTP France
Coöperatieve Rabobank U.A.	19,658,119.66	23,000,000.00	01/C/0070166/DTTP The Netherlands
ING Bank N.V.	19,658,119.66	23,000,000.00	1/I/70193/DTTP The Netherlands
RBC Europe Limited	19,658,119.66	23,000,000.00	N/A
Goldman Sachs Bank USA	11,965,811.97	14,000,000.00	13/G/351779/DTTP USA
National Westminster Bank PLC	11,965,811.97	14,000,000.00	N/A
Raiffeisen Bank International AG	9,401,709.40	11,000,000.00	015/R/0356644/DTTP Austria
Total	170,940,170.94	200,000,000.00

PART III
THE EXITING LENDERS

HSBC UK BANK PLC

BANK OF CHINA LIMITED, LONDON BRANCH

SCHEDULE 2

CONDITIONS PRECEDENT

1. Borrowers and Guarantors

(a) A copy of the constitutional documents of each Borrower and each Continuing Guarantor or a certificate of an authorised signatory of that Borrower or Continuing Guarantor certifying that the constitutional documents previously delivered to the Agent for the purposes of the Original Facilities Agreement have not been amended and remain in full force and effect.

(b) A copy of a certificate of compliance with respect to any Continuing Guarantor incorporated in Canada, issued as of a recent date by Industry Canada.

(c) A copy of a resolution (or, in the case of an Australian Obligor, an extract thereof) of the board of directors or managers of each Borrower and each Continuing Guarantor (other than a German Guarantor and a Canadian Guarantor):

(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it executes this Agreement; and

(ii) authorising a specified person or persons to execute this Agreement on its behalf.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above and/or paragraph (e) below, where not already held by the Agent.

(e) If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower and each Continuing Guarantor (other than (i) the Company, and (ii) any Continuing Guarantor incorporated in Australia or Ireland) (and/or if applicable, in the case of the Company, a copy of a resolution of the supervisory board and, in the case of a German Obligor, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat)), approving the terms of, and the transactions contemplated by, this Agreement.

(f) A certificate of the Company (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Borrower or Continuing Guarantor to be exceeded.

(g) A certificate of an authorised signatory of the relevant Borrower or Continuing Guarantor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(h) In each case to the extent applicable:

(i) written confirmation from the relevant managing directors that no Dutch Obligor has, nor is it in the process of establishing, a works' council

(including, in The Netherlands, an ondernemingsraad) as at the date no earlier than the date of this Agreement; or

(ii) if the Group has a works' council (including, in the Netherlands, an ondernemingsraad) or central or European works' council with jurisdiction over any Obligor or the transactions contemplated by the Finance Documents, a copy of:

(A) the relevant request for advice from each such works' council; and the applicable advice providing evidence of the necessary action to authorise the relevant Obligor(s) in respect of the Finance Documents; or

(B) a notice in writing from the works' council confirming that it does not have a right of advice in respect of the relevant Obligor's entry into the Finance Documents.

(i) In respect of each Irish Obligor, a certificate (signed by a director) certifying certain factual information about that Irish Obligor including confirmations in respect of Section 239 and 82 of the Irish Companies Act.

(j) In respect of each Australian Obligor, a certificate (signed by a director) certifying that:

(i) there will be no contravention of, and neither is it prohibited by, Chapter 2E or 2J of the Australian Corporations Act or any other provision of the Australian Corporations Act from entering into and delivering this Agreement and the performance of any of its obligations under this Agreement or the Amended Agreement; and

(ii) it is solvent and there are no reasonable grounds to suspect that it will become insolvent by entering into and complying with its obligations under this Agreement.

2. Legal opinions

(a) A legal opinion of Clifford Chance LLP, legal advisers to the Continuing Lenders and the Agent in England, substantially in the form distributed to the Lenders prior to signing this Agreement.

(b) A legal opinion of Clifford Chance, legal advisers to the Continuing Lenders and the Agent in Australia, substantially in the form distributed to the Lenders prior to signing this Agreement.

(c) A legal opinion of Clifford Chance LLP, legal advisers to the Continuing Lenders and the Agent in the Netherlands, substantially in the form distributed to the Lenders prior to signing this Agreement.

(d) A legal opinion of Clifford Chance Partnerschaft mbB, legal advisers to the Continuing Lenders and the Agent in Germany, substantially in the form distributed to the Lenders prior to signing this Agreement.

(e) A legal opinion of Arthur Cox, legal advisers to the Continuing Lenders and the Agent in Ireland, substantially in the form distributed to the Lenders prior to signing this Agreement.

(f) A capacity legal opinion of Blake, Cassels & Graydon LLP, legal advisers to the Continuing Lenders and the Agent in Canada substantially in the form distributed to the Lenders prior to signing this Agreement.

3. Other documents and evidence

(a) A duly executed copy of this Agreement and of the 2021 Amendment and Extension Fee Letter to be entered to into on or about the date of this Agreement.

(b) A certified copy of the structure chart for the Group.

(c) Any document requested by a Lender in respect of its "know your customer" or similar procedures in respect of the Borrowers and the Continuing Guarantors.

(d) Evidence that any fees, costs and expenses then due from the Company under this Agreement or the Amended Agreement have been or will be paid in full.

(e) Evidence and calculations to support the confirmation on guarantor coverage given by the Company pursuant to Clause 7 (Guarantor coverage).

SCHEDULE 3
FORM OF AMENDED AGREEMENT

CLIFFORD

CHANCE

CLIFFORD CHANCE LLP

EXECUTION VERSION

£170,940,170.94 AND € 200,000,000.00

FACILITIES AGREEMENT

DATED 2 NOVEMBER 2017 AS AMENDED PURSUANT TO AMENDMENT
LETTERS DATED 9 AUGUST 2019 AND 12 NOVEMBER 2019, AS AMENDED AND

RESTATED PURSUANT TO AN AMENDMENT AND RESTATEMENT

AGREEMENT DATED 9 MARCH 2020, AS AMENDED PURSUANT TO A CONSENT

LETTER DATED 25 JUNE 2021, AND AS FURTHER AMENDED AND RESTATED

PURSUANT TO AN AMENDMENT AND RESTATEMENT AGREEMENT DATED

12 A u_g_u_s_t 2021

FOR

JUST EAT TAKEAWAY.COM N.V.

ARRANGED BY

ABN AMRO BANK N.V., BANK OF AMERICA EUROPE DESIGNATED ACTIVITY

COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH
INTERNATIONAL DESIGNATED ACTIVITY COMPANY), BARCLAYS BANK PLC,

BNP PARIBAS, COÖPERATIEVE RABOBANK U.A., ING BANK N.V., ROYAL

BANK OF CANADA, GOLDMAN SACHS BANK USA, NATIONAL WESTMINSTER

BANK PLC AND RAIFFEISEN BANK INTERNATIONAL AG

WITH

HSBC BANK PLC

ACTING AS AGENT

MULTICURRENCY REVOLVING FACILITIES AGREEMENT

CONTENTS

Clause	Page
1. Definitions and Interpretation	2
2. The Facilities	39
3. Purpose	45
4. Conditions of Utilisation	45
5. Utilisation	48
6. Optional Currencies	51
7. Repayment	53
8. Prepayment and Cancellation	54
9. Rate Switch	59
10. Interest	63
11. Interest Periods	64
12. Changes to the Calculation of Interest	65
13. Fees	68
14. Tax Gross-up and Indemnities	70
15. Increased Costs	81
16. Other Indemnities	84
17. Mitigation by the Lenders	85
18. Costs and Expenses	86
19. Guarantee and Indemnity	87
20. Representations	96
21. Information Undertakings	101
22. Financial Covenants	105
23. General Undertakings	111
24. Events of Default	117
25. Changes to the Lenders	122
26. Changes to the Obligors	128
27. Role of the Agent and the Arranger	131
28. Conduct of Business by the Finance Parties	142
29. Sharing Among the Finance Parties	142
30. Payment Mechanics	144
31. Set-off	148
32. Notices	148
33. Calculations and Certificates	151
34. Partial Invalidity	151

35. Remedies and Waivers	152
36. Amendments and Waivers	152
37. Confidential Information	158
38. Confidentiality of Funding Rates	162
39. Counterparts	164
40. USA PATRIOT ACT	164
41. Contractual Recognition of Bail-in	164
42. Governing Law	167
43. Enforcement	167
Schedule 1 The Original Parties	169
Part I The Original Obligors	169
Part II The Original Lenders	170
Schedule 2 Conditions Precedent	171
Part I Conditions Precedent to Initial Utilisation	171
Part II Conditions Precedent required to be delivered by an Additional Obligor	175
Schedule 3 Utilisation Request	178
Schedule 4 Form of Transfer Certificate	179
Schedule 5 Form of Assignment Agreement	182
Schedule 6 Form of Accession Letter	186
Schedule 7 Form of Resignation Letter	187
Schedule 8 Form of Compliance Certificate	188
Schedule 9 Timetables	190
Schedule 10 Form of Increase Confirmation	191
Schedule 11 Form of Accordion Increase Request	195
Schedule 12 Form of Accordion Increase Confirmation	196
Schedule 13 Reference Rate Terms	199
Part I Dollars	199
Part II Sterling	203
Part III Swiss Francs	207
Part IV Euro	211
Part V CDOR – Canadian Dealer Offered Rate	214
Part VI BBSY (BID) – Australian Bank Bill Swap Reference Rate (BID)	217
Part VII Copenhagen Interbank Offered Rate	221
Schedule 14 Daily Non-Cumulative Compounded RFR Rate	224
Schedule 15 Cumulative Compounded RFR Rate	226

THIS AGREEMENT is dated 2 November 2017 as amended pursuant to amendment letters dated 9 August 2019 and 12 November 2019, as amended and restated pursuant to an amendment and restatement agreement dated 9 March 2020, as amended pursuant to a consent letter dated 25 June 2021 and as further amended and restated pursuant to an amendment and restatement agreement dated 12August 2021 made between:

(2) THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 (The Original Parties) as original borrowers (the "Original Borrowers");

(3) THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 (The Original Parties) as original guarantors (together with the Company, the "Original Guarantors");

(4) ABN AMRO BANK N.V., BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY), BARCLAYS BANK PLC, BNP PARIBAS, COÖPERATIEVE RABOBANK U.A., ING BANK N.V. and ROYAL BANK OF CANADA as mandated lead arrangers and bookrunners, GOLDMAN SACHS BANK USA and NATIONAL WESTMINSTER BANK PLC as mandated lead arrangers, RAIFFEISEN BANK INTERNATIONAL AG as lead arranger and BNP PARIBAS as documentation agent (whether acting individually or together the "Arranger");

(5) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (the "Original Lenders"); and

(6) HSBC BANK PLC as agent of the other Finance Parties (the "Agent").
IT IS AGREED as follows:

SECTION 1 INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"Acceptable Bank" means:

(a) a Lender;

(b) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

(c) any other bank or financial institution approved by the Agent (acting on the instructions of the Majority Lenders) such approval not to be unreasonably withheld or delayed.

"Accession Letter" means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

"Accordion Increase Amount" means, in respect of an Accordion Increase Request, the amount of the increase in the Facility A1 Commitments and/or Facility A2 Commitments requested in that Accordion Increase Request.

"Accordion Increase Confirmation" means a confirmation substantially in the form set out in Schedule 12 (Form of Accordion Increase Confirmation).

"Accordion Increase Date" has the meaning given to it in Clause 2.3 (Accordion Option).

"Accordion Increase Lender" has the meaning given to it in Clause 2.3 (Accordion Option).

"Accordion Increase Request" means a request substantially in the form set out in Schedule 11 (Form of Accordion Increase Request).

"Accounting Principles" means for the purposes of:

(a) Clause 21.3 (Requirements as to financial statements) in respect of the Company's consolidated financial statements; and

(b) the financial covenants set out in Clause 22.2 (Financial condition) when tested by reference to the Company's consolidated financial statements (and any reference to the Accounting Principles in Clause 22.1 (Financial definitions) for the purposes of that testing or Clause 22.3 (Financial testing)),

generally accepted accounting principles in the Netherlands, including IFRS.

"Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

"Additional Business Day" means any day specified as such in the applicable Reference Rate Terms.

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Additional Obligor" means an Additional Borrower or an Additional Guarantor.

"Adjusted EBITDA" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc or National Westminster Bank PLC, the term "Affiliate" shall not include (i) the United Kingdom government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the United Kingdom government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

"Agent's Spot Rate of Exchange" means:

(a) the Agent's spot rate of exchange; or

(b) (if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

for the purchase of the relevant currency with the applicable Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

"Alternative Term Rate" means any rate specified as such in the applicable Reference Rate Terms.

"Alternative Term Rate Adjustment" means any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

(b) determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

"Amendment and Restatement Agreement" means the amendment and restatement agreement dated 12 August 2021 between (among others) the Company and the Agent pursuant to which this Agreement was amended and restated on the Effective Date.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"Australia" means the Commonwealth of Australia (and "Australian" shall be construed accordingly).

"Australian Banking Code of Practice" means the Banking Code of Practice 2021, as amended, revised or amended and restated from time to time.

"Australian Corporations Act" means the Corporations Act 2001 (Cth) of Australia.

"Australian Obligor" means any Obligor with an Original Jurisdiction of Australia.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Automatic Acceleration Event" has the meaning given to that term in Clause 24.18 (Events of Default).

"Availability Period" means the period from and including the date of this Agreement to and including the date falling one month prior to the Termination Date.

"Available Commitment" means, in relation to a Facility, a Lender's Commitment under that Facility minus (subject as set out below):

(a) the Base Currency Amount of its participation in any outstanding Loans under that Facility; and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Loans that are due to be made under that Facility on or before the proposed Utilisation Date.

For the purposes of calculating a Lender's Available Commitment in relation to any proposed Utilisation under a Facility, that Lender's participation in any Loans under that Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender's Commitment under that Facility.

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility.

"Base Currency" means:

(a) in respect of Facility A1, sterling; and

(b) in respect of Facility A2, euro.

"Base Currency Amount" means in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the applicable Base Currency, that amount converted into the applicable Base Currency at the Agent's Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) as adjusted in all cases to reflect any repayment or prepayment of a Utilisation.

"Baseline CAS" means, in relation to a Compounded Rate Loan in a Compounded Rate Currency, any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

"Borrower" means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 26 (Changes to the Obligors).

"Brazil JV" means IF-JE S.A. and/or IF-JE Holdings BV and/or any successor entity, replacement entity or other joint venture entity through which the Group conducts business in Brazil or holds any interest in any entity organised, existing or established in Brazil.

"Break Costs" means any amount specified as such in the applicable Reference Rate Terms.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Amsterdam and:

(a) (in relation to any date for payment or purchase of a currency other than euro or) the principal financial centre of the country of that currency;

(b) (in relation to any date for payment or purchase of euro) which is a TARGET Day; and

(i) the fixing of an interest rate in relation to a Term Rate Loan;

(ii) any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(iii) the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

which is an Additional Business Day relating to that Loan or Unpaid Sum.

"Cash Equivalent Investments" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Central Bank Rate" has the meaning given to that term in the applicable Reference Rate Terms.

"Central Bank Rate Adjustment" has the meaning given to that term in the applicable Reference Rate Terms.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means a Facility A1 Commitment or a Facility A2 Commitment.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

"Compounded Rate Currency" means any currency which is not a Term Rate Currency (being GBP, USD and CHF as at the Effective Date).

"Compounded Rate Interest Payment" means the aggregate amount of interest that:

(a) is, or is scheduled to become, payable under any Finance Document; and

(b) relates to a Compounded Rate Loan.

"Compounded Rate Loan" means any Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b) the applicable Baseline CAS, Fallback CAS or Rate Switch CAS (if any).

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a) is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b) specifies a calculation methodology for that rate; and

"Confidential Information" means all information relating to the Company, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidential Information); or

(B) is identified in writing at the time of delivery as non- confidential by any member of the Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date,

from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA from time to time or in any other form agreed between the Company and the Agent.

"Covenant Holiday Period" has the meaning given to that term in Clause 22.2 (Financial condition).

"CTA" means the UK Corporation Tax Act 2009.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 15 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the applicable Reference Rate Terms.

"Default" means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Defaulting Lender" means any Lender:

(a) which has failed to make its participation in a Loan available (or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders' participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event,

and payment is made within five Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Disruption Event" means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with a Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Dutch Borrower" means a Borrower incorporated in the Netherlands.

"Dutch Civil Code" means the Dutch Civil Code (Burgerlijk Wetboek).

"Dutch Obligor" means an Obligor incorporated in The Netherlands.

"Effective Date" has the meaning given to that term in the Amendment and Restatement Agreement.

"Eligible Institution" means any Lender, Affiliate of a Lender or other bank, financial institution, trust, fund or other entity selected by the Company and which, in each case, is not a member of the Group.

"Employee Plan" means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA, or Section 412 of the Code, and in respect of which an Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"ERISA" means the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any person that would be deemed at any relevant time to be a single employer with an Obligor, pursuant to Section 414(b), (c), (m) or (o) of the Code or under common control with an Obligor under Section 4001 of ERISA.

"ERISA Event" means:

(a) any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, other than events for which the thirty (30) day notice period has been waived;

(b) the filing of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041 of ERISA;

(c) the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan or Multiemployer Plan;

(d) any failure by any Employee Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Employee Plan, in each case whether or not waived;

(e) the filing under Section 412(c) of the Code or Section 302(c) of ERISA of any request for a minimum funding variance, with respect to any Employee Plan or Multiemployer Plan;

(f) the complete or partial withdrawal of any Obligor or any ERISA Affiliate from any Employee Plan or a Multiemployer Plan;

(g) an Obligor or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under Section 4007 of ERISA);

(h) a determination that any Employee Plan is, or is expected to be, in "at risk" status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);

(i) the existence of an Unfunded Pension Liability;

(j) the conditions for the imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code with respect to any Employee Plan have been met; and/or

(k) the receipt by an Obligor or any of its ERISA Affiliates of any notice of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in "endangered" or "critical" status or in "critical and declining" status within the meaning of Section 305 of ERISA or Section 432 of the Code.

"Event of Default" means any event or circumstance specified as such in Clause 24 (Events of Default).

"Facility" means Facility A1 and Facility A2.

"Facility A1" means the sterling revolving loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

"Facility A1 Commitment" means:

(a) in relation to an Original Lender, the amount in the applicable Base Currency set opposite its name under the heading "Facility A1 Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option); and

(b) in relation to any other Lender, the amount in the applicable Base Currency of any Facility A1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option),

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility A1 Loan" means a loan made or to be made under Facility A1 or the principal amount outstanding for the time being of that loan.

"Facility A2" means the euro revolving loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

"Facility A2 Commitment" means:

(a) in relation to an Original Lender, the amount in the applicable Base Currency set opposite its name under the heading "Facility A2 Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option); and

(b) in relation to any other Lender, the amount in the applicable Base Currency of any Facility A2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option),

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility A2 Loan" means a loan made or to be made under Facility A2 or the principal amount outstanding for the time being of that loan.

"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement

"Fallback CAS" means, in relation to any Loan in a Term Rate Currency which becomes a "Compounded Rate Loan" for its then current Interest Period pursuant to Clause 12.1 (Interest calculation if no Primary Term Rate), any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

"Fallback Interest Period" means, in relation to a Term Rate, the period specified as such in the applicable Reference Rate Terms.

"FATCA" means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation or official interpretations thereof of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means:

(a) any letter or letters dated on or about the date of this Agreement or prior to or on or about the date of the Amendment and Restatement Agreement between the Arranger and the Company (or the Agent and the Company) setting out any of the fees referred to in Clause 13 (Fees); and

(b) any other agreement setting out fees payable to a Finance Party referred to in Clause 2.2 (Increase), Clause 2.3 (Accordion Option) or Clause 5.6 (Extension Option).

"Finance Document" means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter, any Reference Rate Supplement, any Compounding Methodology Supplement, any Accordion Increase Request, any Accordion Increase Confirmation, any Increase Confirmation, the Amendment and Restatement Agreement and any other document designated as such by the Agent and the Company.

"Finance Party" means the Agent, the Arranger or a Lender.

"Financial Indebtedness" means (without double counting) any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar debt instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS in force as at the date of this Agreement, have been treated as an operating lease);

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) required by IFRS to be shown as a borrowing in the audited consolidated balance sheet of the Company;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account as at the relevant date on which Financial Indebtedness is calculated);

(h) any amount raised by the issue of redeemable preference shares which are redeemable prior to the Termination Date; and

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability which would fall within one of the preceding paragraphs of this definition;

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in the preceding paragraphs of this definition,

but excluding indebtedness owing by a member of the Group to another member of the Group.

"Financial Year" means the annual accounting period of the Group ending on 31 December in each year.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 12.4 (Cost of funds).

"German Group Member" means a member of the Group with an Original Jurisdiction of Germany.

"German Guarantor" means a Guarantor with an Original Jurisdiction of Germany.

"Germany" means the Federal Republic of Germany.

"Group" means the Company and its Subsidiaries for the time being.

"Group Structure Chart" means the structure chart for the Group delivered pursuant to clause 2 (Conditions Precedent) of the Amendment and Restatement Agreement.

"Grubhub Entities" means Grubhub Inc. (5332928, Delaware, United States of America) and Grubhub Holdings Inc. (4429954, Delaware, United States of America).

"Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Historic Primary Term Rate" means, in relation to any Term Rate Loan, the most recent applicable Primary Term Rate for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than 5 Business Days before the Quotation Day.

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Impaired Agent" means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent; unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

"Increase Confirmation" means a confirmation substantially in the form set out in Schedule 10 (Form of Increase Confirmation).

"Increase Lender" has the meaning given to that term in Clause 2.2 (Increase).

"Industrial Competitor" means:

(a) any person or entity whose business is substantially similar or in competition with that carried out by the Group taken as a whole; or

(b) any person or entity that it is an Affiliate of or is acting (in relation to a Facility) on behalf of a person who falls within paragraph (a) above,

provided that, notwithstanding the foregoing, a person who falls within paragraph (b) above shall not be an Industrial Competitor if its ownership of (or other rights in respect of) the issued and/or voting share capital of any person falling within paragraph (a) above is administered by persons operating behind appropriate information barriers implemented or maintained as required by law, regulation or internal policy and, in any event, to the extent required to ensure that such administration is independent from such person's interests under the Finance Documents and any information provided under the Finance Documents is not (or is not capable of being) disclosed or otherwise made available to any person(s) operating behind such information barrier.

"Insolvency Event" in relation to an entity means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or a reconstruction (in Danish: rekonstruktion);

(e) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(f) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h) has exercised in respect of it one or more of the stabilisation, early intervention or resolution powers pursuant to:

(i) the Central Bank and Credit Institutions (Resolution) Act 2011 (or analogous legislation in any applicable jurisdiction); or

(ii) Directive 2014/59/EU ("BRRD") as transposed into the law of its jurisdiction of establishment or (where it is a "Union branch" as that term is defined in the BRRD) the law of any EU Member State (and, if relevant, any EEA Member State) in which that branch operates;

(iii) an examiner (or an interim examiner) is appointed or a petition is presented to appoint an examiner (or an interim examiner) to it or the protection of the courts is sought by it;

(i) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, reconstructor (in Danish: rekonstruktør) or other similar official for it or for all or substantially all its assets (other than for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(j) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(k) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (j) above; or

(l) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Intellectual Property" means:

(a) any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.4 (Default interest).

"Interpolated Alternative Term Rate" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Alternative Term Rates) which results from interpolating on a linear basis between:

(a) the applicable Alternative Term Rate for the longest period (for which that Alternative Term Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Alternative Term Rate for the shortest period (for which that Alternative Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

"Interpolated Historic Primary Term Rate" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

(a) the applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan,

each of which is as of a day which is no more than five Business Days before the Quotation Day.

"Interpolated Primary Term Rate" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

(a) the applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan,

each as of the Quotation Time.

"Ireland" means the island of Ireland, excluding Northern Ireland. "Irish Companies Act" means the Companies Act 2014 of Ireland.

"Irish Obligor" means an Obligor with an Original Jurisdiction of Ireland. "ITA" means the UK Income Tax Act 2007.

"IRS" means the U.S. Internal Revenue Service.

"Legal Reservations" means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of United Kingdom stamp duty may be void and defences of set-off or counterclaim;

(d) any other matters that are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to Clause 4.1 (Initial conditions precedent), Clause 26 (Changes to the Obligors) or clause 2 (Conditions Precedent) of the Amendment and Restatement Agreement.

"Lender" means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a "Lender" in accordance with Clause 2.2 (Increase), Clause 2.3 (Accordion Option) or Clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

"LMA" means the Loan Market Association.

"Loan" means a Facility A1 Loan or a Facility A2 Loan.

"Lookback Period" means the number of days specified as such in the applicable Reference Rate Terms.

"Majority Lenders" means, on any date, a Lender or Lenders whose Commitments aggregate 662/3 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 662/3 per cent. or more of the Total Commitments immediately prior to that reduction), provided that for these purposes the Facility A2 Commitments shall be translated into sterling at the Agent's Spot Rate of Exchange on that date.

"Margin" means on and from the Effective Date, 0.90 per cent. per annum provided that if:

(a) no Event of Default has occurred and is continuing; and

(b) the ratio of Total Net Debt to Adjusted EBITDA in respect of the most recently completed Relevant Period is within a range set out below,

then the Margin for each Loan will be the percentage per annum set out below in the column opposite the Total Net Debt to Adjusted EBITDA ratio (as shown by the Compliance Certificate delivered by the Company to the Agent) in respect of the most recently completed Relevant Period:

Total Net Debt to Adjusted EBITDA	Margin per cent. per annum
Greater than or equal to 2.5:1	1.35
Greater than or equal to 2.0:1 but less than 2.5:1	1.20
Greater than or equal to 1.5:1 but less than 2.0:1	1.05

Greater than or equal to 1.0:1 but less than 1.5:1	0.90
Less than 1.0:1	0.75

However:

(i) any increase or decrease in the Margin for a Loan made or Interest Period commencing shall only take effect on the date which is five Business Days after receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 21.2 (Compliance Certificate);

(ii) if, following receipt by the Agent of the Compliance Certificate in respect of the audited Financial Statements delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements), that Compliance Certificate shows that a higher Margin should have applied during a certain period, then the Company shall promptly pay to the Agent (for the account of the Lenders) any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin determined in accordance with the table above applied during such period;

(iii) while an Event of Default is continuing or when a Compliance Certificate is due but has not been provided, the Margin for a Loan made or Interest Period commencing shall be the highest percentage per annum set out above for that Loan and, once that Event of Default has been cured or waived, the Margin shall immediately revert back to the rate which would have otherwise been applicable in accordance with the above;

(iv) for the purpose of determining the Margin, "Total Net Debt", "Adjusted EBITDA" and "Relevant Period" shall be determined in accordance with Clause 22.1 (Financial definitions); and

(v) the Margin immediately following the Covenant Holiday Period (including for a Loan made or Interest Period commencing immediately following the Covenant Holiday Period) shall be the Margin set out in the Compliance Certificate.

"Margin Stock" means margin stock or "margin security" within the meaning of Regulations T, U and X.

"Market Disruption Rate" means the rate (if any) specified as such in the applicable Reference Rate Terms.

"Material Adverse Effect" means a material adverse effect on:

(a) the business or financial condition of the Group taken as a whole;

(b) the ability of the Obligors to perform their payment obligations under the Finance Documents;

(d) the validity or enforceability of any Finance Document or the rights or remedies of any Finance Party under any Finance Document.

"Material Subsidiary" means:

(a) in respect of Clause 23.8 (Guarantors) only, at any time, a wholly-owned Subsidiary of the Company which has gross Revenue or earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA, as defined in Clause 22 (Financial Covenants) and excluding all intra-Group items) representing 10 per cent. or more of consolidated gross Revenue or Underlying EBITDA as defined in Clause 22 (Financial Covenants); and

(b) in respect of each other reference to Material Subsidiary in this Agreement, at any time, a member of the Group which has gross Revenue or earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA, as defined in Clause 22 (Financial Covenants) and excluding all intra-Group items) representing 10 per cent. or more of consolidated gross Revenue or Underlying EBITDA as defined in Clause 22 (Financial Covenants).

Compliance with the condition set out above shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or the latest audited financial statements of that Subsidiary and the latest audited consolidated financial statements of the Group and, in each case, shall be tested on an unconsolidated basis. A report by the auditors of the Company that a Subsidiary is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all Parties.

"Month" means, in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

"Multiemployer Plan" means a "multiemployer plan" (as defined in Section (3)(37) of ERISA) that is subject to Title IV of ERISA that is contributed to for any employees of an Obligor or any ERISA Affiliate or in respect of which any Obligor or any ERISA Affiliate has any actual or contingent, direct or indirect liability.

"New Lender" has the meaning given to that term in Clause 25 (Changes to the Lenders).

"Non-Obligor" means a member of the Group that is not an Obligor. "Obligor" means a Borrower or a Guarantor.

"Obligors' Agent" means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors' Agent).

"OFAC" means the Office of Foreign Assets Control of the US Department of the Treasury.

"Optional Currency" means a currency (other than the applicable Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

"Original Financial Statements" means the audited consolidated financial statements of the Company and its Subsidiaries for the financial year ended 31 December 2020.

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Obligor, the jurisdiction under whose laws that Additional Obligor is incorporated as at the date on which that Additional Obligor becomes Party as a Borrower or a Guarantor (as the case may be).

"Original Obligor" means an Original Borrower or an Original Guarantor.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"PBGC" means the U.S. Pension Benefit Guaranty Corporation.

"Permitted Disposal" means any sale, lease, licence, transfer or other disposal:

(a) made in the ordinary course of business of the disposing entity;

(b) of assets in exchange for other assets comparable or superior as to type, value and quality;

(d) constituting the payment of cash for any purpose not prohibited by any Finance Document;

(e) on arm's length terms of assets no longer required for the Group's business;

(f) of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(g) constituted by a licence of intellectual property rights;

(h) arising as a result of or in connection with any Permitted Security;

(i) of the Brazil JV or any shares, interests or units in the Brazil JV; and

(j) of assets (including for the avoidance of doubt, shares in any Subsidiary), the aggregate net proceeds (after deducting any reasonable expenses incurred, and any Tax incurred and required to be paid by the seller, in each case, in connection with the relevant disposal) of the disposal of which do not exceed (when aggregated with the net proceeds of any other disposal under this paragraph (j) in the same Financial Year) 20 per cent. of consolidated Adjusted EBITDA of the Group (calculated by reference to the Compliance Certificate most recently delivered pursuant to Clause 21.2 (Compliance Certificate) prior to such disposal and the related Relevant Period) in each Financial Year.

"Permitted Financial Indebtedness" means Financial Indebtedness:

(a) arising under any treasury transaction or foreign exchange transaction entered into by a member of the Group for the purposes of:

(i) hedging any risk to which any member of the Group is exposed in its ordinary course of business; or

(ii) its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only;

(b) of any person acquired by a member of the Group after the date of this Agreement which is incurred under arrangements in existence at the date of acquisition, but not incurred or its maximum principal amount increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of six months following the date of acquisition;

(c) in the form of deferred consideration incurred in connection with any acquisition not prohibited under the Finance Documents;

(d) arising under a declaration of joint and several liability used for the purpose of Section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to Section 2:404(2) of the Dutch Civil Code), to the extent the primary obligation constitutes Financial Indebtedness permitted by any other paragraph of this definition;

(e) under finance or capital leases of vehicles, plant, equipment or computers, provided that the aggregate outstanding Financial Indebtedness in respect of the capital value of all such items so leased under outstanding leases by members of the Group does not exceed €35,000,000 (or its equivalent in any other currency) at any time;

(f) arising as a result of a member of the Group forming part of any fiscal unity (fiscale eenheid) for VAT or Dutch corporate income tax purposes or any other similar arrangement, or any liability pursuant to the application of section 34 or 35 of the Dutch Tax Collection Act 1990 (Invorderingswet 1990) or any similar provision; and

(g) not permitted by the preceding paragraphs and the outstanding principal amount of which (together with any other Financial Indebtedness incurred under this paragraph (g)) does not exceed €35,000,000 (or its equivalent in any other currency) at any time.

"Permitted Security" means:

(a) any lien arising by operation of law and in the ordinary course of business;

(b) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group;

(c) any Security or Quasi-Security in connection with any treasury transaction or foreign exchange transaction entered into by a member of the Group for the purposes of:

(i) hedging any risk to which any member of the Group is exposed in its ordinary course of business; or

(ii) its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only;

(d) any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii) the maximum principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

(iii) the Security or Quasi-Security is removed or discharged within six months of the date of acquisition of such asset;

(e) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

(ii) the maximum principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii) the Security or Quasi-Security is removed or discharged within six months of that company becoming a member of the Group;

(f) any Security or Quasi-Security created pursuant to any Finance Document;

(g) any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of business;

(h) any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

(i) any Security or Quasi-Security arising pursuant to or in connection with any finance or capital lease that constitutes Financial Indebtedness that is not prohibited under the Finance Documents;

(j) any Security or Quasi-Security arising pursuant to the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers' Association (Nederlandse Vereniging van Banken) or any foreign equivalent thereof and any lien arising under the general terms and conditions of banks or saving banks with whom any member of the Group maintains a banking relationship in the ordinary course of business;

(k) any Security or Quasi-Security created or subsisting in order to comply with section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV);

(l) any Security or Quasi-Security arising under or in respect of a rent deposit deed that is entered into on arm's length terms and in the ordinary course of business to secure the obligations of a member of the Group in relation to a property leased by a member of the Group;

(m) any security interest referred to in section 12(3) of the PPSA that does not secure payment or the performance of an obligation;

(n) any liability arising as a result of any member of the Group forming part of a fiscal unity (fiscale eenheid) for VAT or Dutch corporate income tax purposes or any other similar arrangement consisting solely between members of the Group; and

(o) any Security or Quasi-Security securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under the preceding paragraphs) does not exceed €35,000,000 (or its equivalent in any other currency) in aggregate at any time.

"PPSA" means the Personal Property Securities Act 2009 (Cth) of Australia.

"Primary Term Rate" means the rate specified as such in the applicable Reference Rate Terms.

"Quasi-Security" has the meaning given to that term in Clause 23.4 (Negative pledge).

"Quotation Day" means the day specified as such in the applicable Reference Rate Terms.

"Quotation Time" means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

"Quoted Tenor" means, in relation to a Primary Term Rate or an Alternative Term Rate, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

"Rate Switch CAS" means, in relation to any Loan or Unpaid Sum in a Rate Switch Currency which is or becomes a "Compounded Rate Loan" pursuant to Clause 9 (Rate Switch), any rate which is either:

(a) specified as such in the applicable Reference Rate Terms; or

"Reference Rate Supplement" means, in relation to any currency, a document which:

(a) is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(b) specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms;

(d) has been made available to the Company and each Finance Party.
"Reference Rate Terms" means, in relation to:

(a) a currency;

(b) a Loan or an Unpaid Sum in that currency;

(c) an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

(d) any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule 13 (Reference Rate Terms) or in any Reference Rate Supplement.

"Regulations T, U and X" means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Market" means the market specified as such in the applicable Reference Rate Terms.

"Repeating Representations" means each of the representations set out in Clauses 20.1 (Status) to 20.6 (Governing law and enforcement), paragraph (a) of Clause 20.9 (No default), Clause 20.11 (Intellectual Property), Clause 20.13 (Pari passu ranking), Clause 20.15 (Sanctions), Clause 20.16 (Anti-Corruption), Clause 20.18 (ERISA Compliance), Clause 20.19 (Federal Reserve Regulations), Clause 20.20 (Investment Companies) and Clause 20.21 (Solvency).

"Reporting Day" means the day (if any) specified as such in the applicable Reference Rate Terms.

"Reporting Time" means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Resignation Letter" means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

"Restricted Party" means a person that is:

(a) listed on, owned or controlled by a person listed on, a Sanctions List, or a person acting on behalf of such a person;

(b) located in or organized under the laws of a country or territory that is the subject of country-wide or territory-wide Sanctions, or a Person who is owned or controlled by, or acting on behalf of such a person; or

"Revenues" means the amount shown in the line entitled "Revenue" in (or otherwise extracted from) the latest financial statements of the Company delivered to the Agent pursuant to Clause 21.1 (Financial statements) for the Relevant Period to which those financial statements relate.

"RFR" means the rate specified as such in the applicable Reference Rate Terms.

"RFR Banking Day" means any day specified as such in the applicable Reference Rate Terms.

"Rollover Loan" means one or more Loans:

(a) made or to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan;

(c) in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

(d) made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.

"Sanctions" means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.

"Sanctions Authority" means:

(a) the Security Council of the United Nations;

(b) the United States of America;

(d) the United Kingdom;

(e) Canada;

(f) the Commonwealth of Australia, including the Australian Department of Foreign Affairs and Trade; and

(g) the governments and official institutions or governmental agencies of any of those listed in paragraphs (a) to (f) (inclusive) above, including OFAC, the U.S. Department of State, the Australian Department of Foreign Affairs and Trade and Her Majesty's Treasury or any additional, successor, or replacement of any such institution or agency.

"Sanctions List" means the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders (FSE) List and the Sectoral Sanctions Identification List, in each case maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty's Treasury, the Consolidated List maintained by the Australian Department of Foreign Affairs and Trade, or any similar list maintained by, or public pronouncement of a Sanctions designation made by, a Sanctions Authority each as amended, supplemented or substituted from time to time.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having the effect of creating a security interest (including any "security interest" as defined in the PPSA, and excluding, for the avoidance of doubt, any set-off right).

"Separate Loan" has the meaning given to that term in Clause 7.1 (Repayment of Loans).

"Signing Date (ARA)" means the date of the Amendment and Restatement Agreement.

"Spanish Civil Code" means the Spanish Civil Code (Real Decreto de 24 de julio de 1889 por el que se publica el Código Civil).

"Spanish Civil Procedural Law" means the Spanish Law 1/2000 of 7 January (Ley 1/2000 de 7 de enero de Enjuiciamiento Civil).

"Spanish Commercial Code" means the Royal Decree of 22 August 1885 (Código de Comercio).

"Spanish Companies Act" means the Royal Decree of 1/2010 of 2 July (Ley de Sociedades de Capital).

"Spanish Insolvency Law" Spanish Law 22/2003, dated 9 July on Insolvency (Ley 22/2003, de 9 de julio, Concursal).

"Spanish Obligor" means an Obligor which is incorporated in Spain.

"Spanish Public Document" means a Spanish law notarial deed (documento público), being either an escritura pública or a póliza o efecto intervenido por notario español.

"Specified Time" means a day or time determined in accordance with Schedule 9 (Timetables).

"Subsidiary" means, in relation to any company, corporation or other legal entity (a "holding company"), a company, corporation or other legal entity:

(a) which is controlled, directly or indirectly, by the holding company;

(b) in which a majority of the voting rights are held by the holding company, either alone or pursuant to an agreement with others;

(c) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(d) which is a subsidiary of another Subsidiary of the holding company,

and, for this purpose, a company, corporation or other legal entity shall be treated as being controlled by another if that other company, corporation or other legal entity is able to determine the composition of the majority of its board of directors or equivalent body.

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

"TARGET Day" means any day on which TARGET2 is open for the settlement of payments in euro.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Term Rate Currency" means:

(a) Euro, Canadian Dollars, Danish Krone and Australian Dollars; and

(b) any currency specified as such in a Reference Rate Supplement relating to that currency,

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

"Term Rate Loan" means any Loan or, if applicable, Unpaid Sum in a Term Rate Currency to the extent that it is not, or has not become, either:

(a) a "Compounded Rate Loan" for its then current Interest Period pursuant to Clause 12.1 (Interest calculation if no Primary Term Rate); or

(b) a "Compounded Rate Loan" pursuant to paragraph (a) of Clause 9A.2 (Delayed switch for existing Term Rate Loans).

"Term Reference Rate" means, in relation to a Term Rate Loan:

(a) the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 12.1 (Interest calculation if no Primary Term Rate),

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

"Termination Date" means, subject to Clause 5.6 (Extension Option), 9 March 2026.

"Total Commitments" means, subject to any increase pursuant to Clause 2.3 (Accordion Option), the aggregate of the Total Facility A1 Commitments and the Total Facility A2 Commitments.

"Total Facility A1 Commitments" means, subject to any increase pursuant to Clause 2.3 (Accordion Option), the aggregate of the Total Facility A1 Commitments, being £170,940,170.94 at the Effective Date.

"Total Facility A2 Commitments" means, subject to any increase pursuant to Clause 2.3 (Accordion Option), the aggregate of the Total Facility A2 Commitments, being €200,000,000.00 at the Effective Date.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

"UK Borrower" means a Borrower incorporated in the United Kingdom.

"Underlying EBITDA" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Unfunded Pension Liability" means the excess of an Employee Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Employee Plan's assets, determined in accordance with the assumptions used for funding the Employee Plan under Section 412 of the Code for the applicable plan year.

"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents.

"US", "U.S." and "United States" means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

"U.S. Borrower" means any Borrower whose jurisdiction of incorporation is a state of the United States or the District of Columbia.

“U.S. Debtor Relief Laws” means the U.S. Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief laws of the United States from time to time in effect and affecting the rights of creditors generally.

"U.S. Guarantor" means any Guarantor whose jurisdiction of incorporation is a state of the United States or the District of Columbia.

"U.S. Obligor" means any U.S. Borrower or U.S. Guarantor.

"U.S. Withholding Tax Form" means whichever of the following is relevant (including in each case any successor form):

(a) IRS Form W-8BEN or W-8BEN-E;

(b) IRS Form W-8IMY (with appropriate attachments);

(d) IRS Form W-8EXP;

(e) IRS Form W-9;

(f) in the case of a Lender relying on the "portfolio interest exemption," IRS Form W-8BEN or W-8BEN-E and a certificate to the effect that such Lender is not (1) a "bank" described in section 881(c)(3)(A) of the Code, (2) a "10 percent shareholder" of the relevant Obligor within the meaning of section 871(h)(3)(B) of the Code, or (3) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code; or

(g) any other IRS Form by which a person may claim complete exemption from, or reduction in the rate of, withholding (including backup withholding) of U.S. federal income tax on interest and other payments to that person.

"U.S.A. Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

"Utilisation Date" means the date of a Utilisation, being the date on which a Loan is to be made.

"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

"VAT" means:

(a) any value added tax imposed by the Value Added Tax Act 1994;

(b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(c) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) and (b) above, or imposed elsewhere, including, for the avoidance of doubt, the goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999.

1.2 Construction

(a) Unless a contrary indication appears any reference in this Agreement to:

(i) the "Agent", the "Arranger", any "Finance Party", any "Lender", any "Obligor" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii) "assets" includes present and future properties, revenues and rights of every description;

(iii) a Lender's "cost of funds" in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(iv) the "date of this Agreement" means 2 November 2017;

(v) the "equivalent" in any currency (the "first currency") of any amount in another currency (the "second currency") shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent's Spot Rate of Exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances) and references in this Agreement to an amount in the first currency shall be construed to include references to equivalent amounts in any second currency;

(vi) "guarantee" means (other than in Clause 19 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vii) a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated;

(viii) a "group of Lenders" includes all the Lenders;

(ix) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x) a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xi) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not, compliance with which is customary for entities or persons engaged in the same business as the entity or person to which it relates) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xii) a provision of law is a reference to that provision as amended or re-enacted from time to time; and

(xiii) a time of day is a reference to London time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remedied or waived.

(e) A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i) any replacement page of that information service which displays that rate; and

(ii) the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Company.

(f) A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(g) Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

(i) Schedule 13 (Reference Rate Terms); or

(ii) any earlier Reference Rate Supplement.

(h) A Compounding Methodology Supplement relating to the Daily Non- Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i) Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 15 (Cumulative Compounded RFR Rate), as the case may be; or

(ii) any earlier Compounding Methodology Supplement.

(iii) The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(i) For all purposes under the Finance Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws):

(i) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person; and

(ii) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its shares at such time.

1.3 Currency symbols and definitions

"$", "USD" and "dollars" denote the lawful currency of the United States of America, "£", "GBP" and "sterling" denote the lawful currency of the United Kingdom, "€", "EUR" and "euro" denote the single currency of the Participating Member States, "CAD" and "Canadian Dollars" denote the lawful currency of Canada, "DKK" and "Danish Krone" denote the lawful currency of the Kingdom of Denmark, "CHF" and "Swiss Francs" denote the lawful currency of Switzerland and "AUD", "A$" and "Australian Dollars" denote the lawful currency of Australia.

1.4 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjthe benefit of any term of this Agreement.

(b) Subject to Clause 36.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.5 Australian Terms

(a) The Parties agree that the Australian Banking Code of Practice does not apply to the Finance Documents and the transactions under them.

(b) In this Agreement, a reference to "inability to pay its debts as they fall due" will, in relation to any Australian Obligor, be deemed to include that Australian Obligor to the extent that it is:

(i) taken (under section 459F(1) of the Australian Corporations Act) to have failed to comply with a statutory demand; or

(ii) the subject of an event described in section 459C(2)(b) or section 585 of the Australian Corporations Act.

(c) In paragraph (c) of Clause 24.8 (Insolvency proceedings), a reference to "other similar officer" shall, in relation to any Australian Obligor, be deemed to include a controller (as defined in the Australian Corporations Act).

(d) In this Agreement, a reference to "security interest" includes any "security interest" as defined in section 12(1) or 12(2) of the Personal Property Securities Act 2009 (Cth) of Australia.

1.6 German Terms

In this Agreement, where it relates to a German Guarantor or an entity having its centre of main interest (as defined in Article 3(1) regulation No. 2015/848 on insolvency proceeding (recast), as amended, of the European Parliament and of the Council of the European Union Regulation (EU)) in Germany and unless the contrary intention appears, a reference to:

(a) a "winding-up", "administration" or "dissolution" (and each of these terms) includes any action taken by a competent court set out in section 21 of the German Insolvency Code (Insolvenzordnung) or where a competent court institutes or rejects (for reason of insufficiency of its funds to implement such proceedings (Abweisung mangels Masse)) insolvency proceedings against it (Eröffnung des Insolvenzverfahrens);

(b) a person being "insolvent" or "bankrupt" includes that person being in the state of Zahlungsunfähigkeit pursuant to section 17 of the German Insolvency Code (Insolvenzordnung) or in the state of Überschuldung pursuant to section 19 of the German Insolvency Code (Insolvenzordnung);

(c) a person being "unable to pay its debts" includes that person being in a state of Zahlungsunfähigkeit pursuant to section 17 of the German Insolvency Code (Insolvenzordnung);

(d) a "receiver", "liquidator", "administrator", "administrative receiver" includes an Insolvenzverwalter, a preliminary insolvency administrator (Vorläufiger Insolvenzverwalter), a Zwangsverwalter, a custodian or creditor's trustee (Sachwalter) or a preliminary custodian or creditor's trustee (vorläufiger Sachwalter);

(e) a "director" includes any statutory legal representative(s) (organschaftlicher Vertreter), a managing director (Geschäftsführer) or member of the board of directors (Vorstand); and

(f) "insolvency proceedings" includes any insolvency proceedings (Insolvenzverfahren) pursuant to the German Insolvency Code (Insolvenzordnung).

1.7 Irish Terms

In this Agreement, where it relates to an Irish Obligor, a reference to:

(a) "inability to pay its debts" will be deemed to mean inability to pay its debts within the meaning of Section 570 of the Irish Companies Act; and

(b) the term "examiner" shall have the meaning given to it in Section 508 of the Irish Companies Act and the term "examinership" shall be construed in accordance with the Irish Companies Act.

1.8 Spanish terms

In this Agreement, where it relates to a Spanish entity, a reference to:

(a) an "insolvency proceeding" includes a declaración de concurso, conindependencia de su carácter necesario o voluntario, (including, with respect to a member of the Group incorporated in Spain, any notice to a competent courtpursuant to article 5 bis of the Spanish Insolvency Law and its solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial);

(b) a "winding-up", "administration" or "dissolution" includes, without limitation, disolución, liquidación, procedimiento concursal or any other similar proceedings;

(c) a "receiver", "administrative receiver", "administrator" or the like includes, without limitation, administración del concurso or any other person performing the same function;

(d) a "composition", "compromise", "assignment" or "arrangement with any creditor" includes the celebration of a convenio de acreedores within the context of a concurso;

(e) a "matured obligation" includes, without limitation, any crédito líquido, vencido y exigible;

(f) "security" includes, without limitation, any prenda, hipoteca and any other garantía real or other transaction having the same effect as each of the foregoing; and

(g) a person being unable to pay its debts includes that person being in a state of insolvencia or concurso as provided for in the Spanish Insolvency Law.

1.9 Luxembourg terms

In this Agreement, where it relates to an Obligor whose "centre of main interests" within the meaning of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast) is in Luxembourg and/or whose place of the central administration (siège de l'administration centrale) within the meaning of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is in Luxembourg (such a person, a "Luxembourg Person"), and unless the contrary intention appears, a reference to:

(a) "moratorium of any indebtedness", "winding-up", "dissolution", "administration", "reorganisation" or "composition" includes without limitation bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciare), composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, re-organisation or similar laws affecting the rights of creditors generally;

(b) "liquidator", "receiver", "administrative receiver", "administrator" or the like includes, without limitation a juge délégué, expert-vérificateur commissaire, juge-commissaire, liquidateur or curateur;

(c) a Security includes any hypothèque, nantissement, gage, privilege, sȗreté réelle, droit de retention and any type of real security or agreement or arrangement having a similar effect and any transfer of title by way of security;

(d) a Luxembourg Person being "unable or admits inability to pay its debts as they fall due", includes without limitation that Luxembourg Person being in a state of cessation of payments (cessation de paiements) or having lost its creditworthiness (ébranlement de credit);

(e) a reference to "director" includes, without limitation, a reference to a manager (gérant);

(f) "constitutional documents" includes, without limitation, its up-to-date articles of association (statuts consolidés);

(g) "creditors process" means an executory attachment (saise executoire) or conservatory attachment (saise conservatoire); and

(h) a "set-off" includes, for the purposes of Luxembourg law, legal set-off.

1.10 Dutch terms

In this Agreement, where it relates to a Dutch Obligor, a reference to:

(a) a necessary action to authorise, where applicable, includes without limitation:

(i) any action required to comply with the Dutch Works Council Act (Weop de ondernemingsraden); and

(ii) obtaining positive or neutral advice (advies) from the competent works council(s) provided such advice:

(A) is unconditional; or

(B) only contains conditions which can reasonably be expected to be satisfied without resulting in:

(1) non-compliance by any Obligor with any of the term of any Finance Document; or

(2) any representation or statement made or deemed to be made by an Obligor in any Finance Document or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document being or proving to have been incorrect or misleading;

(b) a winding-up, administration or dissolution includes a Dutch Obligor being:
(i) declared bankrupt (failliet verklaard);

(ii) dissolved (ontbonden);

(d) a liquidator includes a curator;

(e) an administrator includes a bewindvoerder, a herstructureringsdeskundige or an observator;

(f) a receiver or an administrative receiver does not include a curator or bewindvoerder; and

(g) an attachment includes a beslag.

SECTION 2
THE FACILITIES

2. THE FACILITIES

2.1 The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrowers:

(a) a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility A1 Commitments; and

(b) a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility A2 Commitments.

2.2 Increase

(a) The Company may by giving prior notice to the Agent by no later than the date falling 90 days after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 8.5 (Right of replacement or repayment and cancellation in relation to a single Lender); or

(ii) the Commitments of a Lender in accordance with:

(A) Clause 8.1 (Illegality); or

(B) paragraph (a) of Clause 8.5 (Right of replacement or repayment and cancellation in relation to a single Lender),

request that the Commitments relating to any Facility be increased (and the Commitments relating to that Facility shall be so increased) in an aggregate amount in the applicable Base Currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows:

(iii) the increased Commitments will be assumed by one or more EligibleInstitutions (each an "Increase Lender") each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(iv) each of the Obligors and any Increase Lender shall assume obligationstowards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(v) each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(vi) the Commitments of the other Lenders shall continue in full force and effect; and

(vii) any increase in the Commitments relating to a Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

(b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

(c) The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender.

(d) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

(e) The Company shall, promptly on demand, pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(f) The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 25.6 (Procedure for transfer) and if the Increase Lender was a New Lender.

(g) The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph (g).

(h) Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitments are replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(i) Clause 25.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i) an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;

(ii) the "New Lender" were references to that "Increase Lender"; and

(iii) a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment".

2.3 Accordion Option

(a) The Company may, by delivery to the Agent of a duly completed Accordion Increase Request prior to the date falling six months prior to the Termination Date, request that the Total Facility A1 Commitments and/or the Total Facility A2 Commitments be increased (and the Total Facility A1 Commitments and/or Total Facility A2 Commitments (as applicable) shall be so increased) as described in, and in accordance with, this Clause 2.3.

(b) The increase in the Total Facility A1 Commitments and/or Total Facility A2 Commitments requested in an Accordion Increase Request is subject to the following conditions:

(i) the increased Commitments will be assumed by one or more existing Lenders willing to provide such increase and/or by one or more other Eligible Institutions (each an "Accordion Increase Lender") selected by the Company which shall become a Party as a Lender;

(ii) the Agent receives the Accordion Increase Request no later than 10 Business Days before the proposed Accordion Increase Date;

(iii) the Accordion Increase Amount is a minimum amount of £10,000,000 (in respect of Facility A1) or €10,000,000 (in respect of Facility A2) or any lower amount agreed to by the Agent; the amount by which the Total Commitments is increased (when aggregated with the amount by which the Total Commitments have previously been increased pursuant to this Clause 2.3) (in each case, if applicable, when converted into the sterling at the Agent's Spot Rate of Exchange on the date of the relevant increase) will not exceed £200,000,000 or any other amount agreed to by all the Lenders;

(iv) no amendment shall be made to the Termination Date;

(v) no Default is continuing or would result from the proposed increase in the Facilities, in each case on the date of the Accordion Increase Request or the Accordion Increase Date; and

(vi) in respect of each Accordion Increase Lender:

(A) the Agent has received and executed a duly completed Accordion Increase Confirmation from that Accordion Increase Lender; and

(B) in relation to an Accordion Increase Lender which is not already a Lender on the date of the Accordion Increase Confirmation, the Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the additional Commitments by that Accordion Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Accordion Increase Lender.

(c) The increase in the Total Facility A1 Commitments and/or the Total Facility A2 Commitments and the assumption of the additional Commitments by the Accordion Increase Lenders will take effect on the date (the "Accordion Increase Date") which is the later of:

(i) the date proposed by the Company in the Accordion Increase Request; and

(ii) the date on which all of the conditions described in paragraph (b) above have been met.

(d) On and from the Accordion Increase Date:

(i) the Total Facility A1 Commitments and/or the Total Facility A2 Commitments (as applicable) will be increased by the Accordion Increase Amount; and

(ii) each Accordion Increase Lender will assume all the obligations of a Lender in respect of the commitment or increased commitment specified in the Accordion Increase Confirmation in respect of that Accordion Increase Lender;

(iii) each of the Obligors and each Accordion Increase Lender which is not a Lender immediately prior to the Accordion Increase Date shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Accordion Increase Lender would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender;

(iv) each Accordion Increase Lender which is not a Lender immediately prior to the Accordion Increase Date shall become a Party as a "Lender" and any such Accordion Increase Lender and each of the other Finance Parties shall assume obligations towards one another and

(v) acquire rights against one another as that Accordion Increase Lender and those Finance Parties would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender; and

(vi) the Commitments of the other Lenders shall continue in full force and effect.

(e) Each Accordion Increase Lender, by executing the Accordion Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(f) The Company shall, on the Accordion Increase Date, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 25.6 (Procedure for a transfer) and the Company shall promptly on demand pay to the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in the Facilities under this Clause 2.3.

(g) If the Termination Date has been extended pursuant to Clause 5.6 (Extension Option) prior to the Accordion Increase Date, the Termination Date applicable to the Commitments to be assumed by an Accordion Increase Lender shall be the extended Termination Date.

(h) The Company may pay to an Accordion Increase Lender a fee in the amount and at the times agreed between the Company and the Accordion Increase Lender in a letter between the Company and the Accordion Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph (h).

(i) No Lender shall be under any obligation to execute any Accordion Increase Confirmation.

(j) The Company may not request an increase in the Total Facility A1 Commitments and/or the Total Facility A2 Commitments pursuant to this Clause 2.3 more than five times.

(k) The Obligors acknowledge and agree that:

(i) the guarantees and indemnities contained in Clause 19 (Guarantee and Indemnity) shall continue in full force and effect in respect of the obligations of the Obligors under the Finance Documents notwithstanding the increase in the Total Commitments (including any Accordion Increase Amount) pursuant to this Clause 2.3; and

(ii) the guarantees and indemnities contained in Clause 19 (Guarantee and Indemnity) shall apply and extend to all of the obligations of the Obligors under the Finance Documents (including in respect of any Accordion Increase Amount).

(l) Clause 25.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Accordion Increase Lender as if references in that Clause to:

(i) an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;

(ii) the "New Lender" were references to that "Accordion Increase Lender"; and

(iii) a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment".

2.4 Finance Parties' rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.5 Obligors' Agent

(a) Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

(c) For the purpose of acting as Obligors' Agent in accordance with this Clause 2.5, each Obligor (other than the Company) releases the Company to the fullest extent possible from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law.

3. PURPOSE

3.1 Purpose

Each Borrower shall apply all amounts borrowed by it under Facility A1 and Facility A2 towards the general corporate purposes of the Group (including, without limitation, the prepayment or repayment of any Financial Indebtedness of the Group).

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION
4.1 Initial conditions precedent

(a) No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that

notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

(a) The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(ii) the Repeating Representations to be made by each Obligor are true in all material respects.

4.3 Conditions relating to Optional Currencies

(a) A currency will constitute an Optional Currency in relation to a Loan if:

(i) it is readily available in the amount required and freely convertible into the applicable Base Currency in the wholesale market for that currency on the Quotation Day and the Utilisation Date for that Loan;

(ii) it is:

(A) in the case of Facility A1, EUR, USD, CAD, DKK, CHF or AUD;

(B) in the case of Facility A2, GBP, USD, CAD, DKK, CHF or AUD,

or, in each case, has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan; and

(iii) there are Reference Rate Terms for that currency.

(b) If the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Company by the Specified Time:

(i) whether or not the Lenders have granted their approval; and

(ii) if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

4.4 Maximum number of Loans

(a) A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 16 or more Loans would be outstanding.

(b) Any Separate Loan shall not be taken into account in this Clause 4.4.

(c) Any Loan made by a single Lender under Clause 6.2 (Unavailability of acurrency) shall not be taken into account in this Clause 4.4.

SECTION 3 UTILISATION

5. UTILISATION

5.1 Delivery of a Utilisation Request

(a) Subject to paragraph (b) below, a Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

(b) During the Covenant Holiday Period the Company undertakes that it shall not (and shall procure that no Borrower shall) deliver a Utilisation Request on and from Effective Date until the end of the Covenant Holiday Period and no Lender shall have any obligation to comply with Clause 5.4 (Lenders' participation) or make a participation in any Loan available during such period provided that on and from the first Business Day after the last day of the Covenant Holiday Period (including, for the avoidance of doubt, such date as the Covenant Holiday Period is ended prior to its scheduled end date in accordance with paragraph (c) of Clause 22.2 (Financial condition)), a Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time provided that the first Utilisation Request delivered after the Covenant Holiday Period shall be accompanied by a Compliance Certificate confirming, among other matters, compliance with Clauses 22.2 (Financial condition) and 23.8 (Guarantors), in each case, as at the most recent Test Date to occur prior to the last day of the Covenant Holiday Period.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii) the proposed Interest Period complies with Clause 11 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be the applicable Base Currency or an Optional Currency.

(b) The amount of the proposed Loan must be:

(i) if the currency selected is GBP, a minimum of £1,000,000 or if less, the relevant Available Facility; or

(ii) if the currency selected is EUR, a minimum of EUR1,000,000 or, if less, the relevant Available Facility;

(iii) if the currency selected is USD, a minimum of USD1,000,000 or, if less, the relevant Available Facility;

(iv) if the currency selected is CAD, a minimum of CAD1,000,000 or, if less, the relevant Available Facility;

(v) if the currency selected is CHF:

(A) a minimum of CHF1,000,000 or, if less, the relevant Available Facility; and

(B) such amount so that the aggregate amount of Loans denominated in CHF that would be outstanding on the proposed Utilisation Date for that proposed Loan (and including, for the avoidance of doubt, that proposed Loan) is no greater than CHF25,000,000;

(vi) if the currency selected is AUD:

(A) a minimum of AUD2,000,000 or, if less, the relevant Available Facility; and

(B) such amount so that the aggregate amount of Loans denominated in AUD that would be outstanding on the proposed Utilisation Date for that proposed Loan (and including, for the avoidance of doubt, that proposed Loan) is no greater than AUD40,000,000;

(vii) if the currency selected is DKK:

(A) a minimum of DKK8,000,000 or, if less, the relevant Available Facility; and

(B) such amount so that the aggregate amount of Loans denominated in DKK that would be outstanding on the proposed Utilisation Date for that proposed Loan (and including, for the avoidance of doubt, that proposed Loan) is no greater than DKK175,000,000; or

(viii) if the currency selected is any other Optional Currency, the minimum amount (and, if required, integral multiple) specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the relevant Available Facility,

and, in any event, such that its Base Currency Amount is less than or equal to the relevant Available Facility.

5.4 Lenders' participation

(a) If the conditions set out in this Agreement have been met, and subject to Clause 7.1 (Repayment of Loans)), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and if different, the amount of that participation to be made available in accordance with Clause 30.1 (Payments to the Agent), in each case by the Specified Time.

5.5 Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

5.6 Extension Option

(a) The Company may, by notice to the Agent (the "Initial Extension Request") not more than 60 days and not less than 30 days before 9 March 2023 (the "First Extension Deadline"), request that the Termination Date in respect of the Facilities be extended for a further period of one year.

(b) The Company may, by notice to the Agent (the "Second Extension Request") not more than 60 days and not less than 30 days before 9 March 2024 (the "Second Extension Deadline"), request that the Termination Date in respect of the Facilities:

(i) with respect to Lenders who have agreed to the Initial Extension Request (or have acquired any Commitment of a Lender which agreed to the Initial Extension Request), be extended for a further period of one year; and/or

(ii) if no Initial Extension Request has been made, or with respect to Lenders who refused the Initial Extension Request be extended for a period of two years.

(c) The Agent must promptly notify the Lenders of any Initial Extension Request or Second Extension Request (an "Extension Request").

(d) Each Lender may, in its sole discretion, agree to any Extension Request. Each Lender that agrees to an Extension Request by the date falling 15 days before, in the case of the Initial Extension Request, the First Extension Deadline or, in the case of the Second Extension Request, the Second Extension Deadline will, subject to paragraph (i) below, extend its Commitment for a further period of one year or two years (as applicable), from the then current Termination Date

in respect of that Lender's Commitment and the relevant Termination Date with respect to the Commitment of that Lender will, subject to paragraph (i) below, be extended accordingly (an "Extension").

(e) The Company shall, on or prior to, in the case of the Initial Extension Request, the First Extension Deadline, or, in the case of the date of the Second Extension Request, the Second Extension Deadline, pay to Agent for the account of the relevant Lenders an extension fee in an equal amount based on its proportion of the Total Commitments and at the time agreed in a Fee Letter between the Company and that Lender.

(f) If any Lender fails to reply to an Extension Request on or before the date falling 15 days before the First Extension Deadline or the Second Extension Deadline (as applicable), it will be deemed to have refused that Extension Request and its Commitments will not be extended.

(g) Subject to paragraph (i) below, each Extension Request is irrevocable.

(h) If one or more (but not all) of the Lenders agree to an Extension Request, then the Agent must notify the Company, identifying in that notification which Lenders have not agreed to the Extension Request.

(i) The Company may, on the basis that one or more of the Lenders have not agreed to (or have been deemed to have refused) the Extension Request and no later than the date falling five days before the First Extension Deadline or the Second Extension Deadline (as applicable), withdraw the Extension Request by notice to the Agent which will promptly notify the Lenders.

(j) Any extension of the Termination Date in respect of the Facilities under this Clause 5.6 will only take effect if on the date of the Extension Request, and in the case of the Initial Extension Request, on the First Extension Deadline or, in the case of the Second Extension Request, on the Second Extension Deadline:

(i) no Default is continuing or would result from the proposed extension;

(ii) the Company has paid the extension fee to each relevant Lender pursuant to paragraph (e) above; and

(iii) the Repeating Representations are true in all material respects.

6. OPTIONAL CURRENCIES

6.1 Selection of currency

A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Loan in a Utilisation Request.

6.2 Unavailability of a currency
If before the Specified Time:

(a) a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b) a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Loan in the applicable Base Currency (in an amount equal to that Lender's proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender's proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the applicable Base Currency during that Interest Period.

6.3 Participation in a Loan

Each Lender's participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders' participation).

SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

7. REPAYMENT

7.1 Repayment of Loans

(a) Subject to paragraph (c) below, each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

(b) Without prejudice to each Borrower's obligation under paragraph (a) above, if:

(i) one or more Loans are to be made available to a Borrower:

(A) on the same day that a maturing Loan is due to be repaid by that Borrower;

(B) in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

(ii) the proportion borne by each Lender's participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender's participation in the new Loans to the aggregate amount of those new Loans,

the aggregate amount of the new Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

(A) if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

(1) the relevant Borrower will only be required to make a payment under Clause 30.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2) each Lender's participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Loan and that Lender will not be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Loans; and

(B) if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

(1) the relevant Borrower will not be required to make a payment under Clause 30.1 (Payments to the Agent); and

(2) each Lender will be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender's participation in the maturing Loan and the remainder of that Lender's participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Loan.

(c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the last day of the Availability Period applicable to the Facilities and will be treated as separate Loans (the "Separate Loans") denominated in the currency in which the relevant participations are outstanding.

(d) If a Borrower makes a prepayment of a Loan, a Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not less than three Business Days' prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e) Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Separate Loan.

(f) The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

8. PREPAYMENT AND CANCELLATION

8.1 Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Company, each Available Commitment of that Lender will be immediately cancelled; and

paragraph (d) of Clause 8.5 (Right of replacement or repayment and cancellation in relation to a single Lender), each Borrower shall repay that Lender's participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

8.2 Change of control

(a) If:

(i) there is a change of control; or

(ii) the Company is no longer traded on at least one of Euronext Amsterdam, the London Stock Exchange or the Nasdaq Stock Market, then:

(A) the Company shall promptly notify the Agent upon becoming aware of that event;

(B) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(C) if a Lender so requires and notifies the Agent within 30 days of the Company notifying the Agent of the event, the Agent shall, by not less than 30 days' notice to the Company, cancel each Available Commitment of that Lender and declare the participation of that Lender in all Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents immediately due and payable, whereupon each such Available Commitment will be immediately cancelled, any Commitment of that Lender shall immediately cease to be available for further utilisation and all such Loans, accrued interest and other amounts shall become immediately due and payable.

(b) For the purposes of paragraph (a) above, "change of control" means:
(i) the Company ceasing to:

(A) directly or indirectly control Just Eat Limited; or

(B) directly or indirectly own at least 75 per cent. of the issued shares in Just Eat Limited; or

(ii) any person or group of persons acting in concert gaining direct or indirect control of the Company.

(c) For the purpose of paragraph (b) above "control" means the power (whether by way of ownership of shares, contract, agency or otherwise) to:

(i) cast, or control the casting of, more than 30 per cent. of the maximum number of votes that might be cast at a general meeting of that person; or

(ii) appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

(iii) give directions with respect to the operating and financial policies of that person which the directors or other equivalent officers of that person are obliged to comply with.

(d) For the purpose of paragraph (b) above "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in that person, to obtain or consolidate control of that person as described in the City Code on Takeovers and Mergers.

8.3 Voluntary cancellation

The Company may, if it gives the Agent not less than two Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of £1,000,000 or €1,000,000 (as applicable) (or its equivalent)) of an Available Facility. Any cancellation under this Clause 8.3 shall reduce the Commitments of the Lenders rateably under that Facility.

8.4 Voluntary prepayment of Loans

(a) A Borrower to which a Loan has been made may, if it gives the Agent not less than:

(i) in the case of a Loan denominated in AUD only, three Business Days' prior notice (or such shorter period as the Majority Lenders may agree);

(ii) in the case of any other Term Rate Loan, two Business Days' prior notice (or such shorter period as the Majority Lenders may agree); or

(iii) subject to paragraph (b) below, in the case of a Compounded Rate Loan, five RFR Banking Days' prior notice (or such shorter period as all of the Lenders may agree),

prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of £1,000,000 or €1,000,000 (as applicable) (or its equivalent)).

(b) A Borrower may not exercise its rights under paragraph (a)(iii) above to prepay Compounded Rate Loans more than three times in any 12 month period commencing from the Effective Date

8.5 Right of replacement or repayment and cancellation in relation to a single

Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Company under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment(s) of that Lender shall be immediately reduced to zero.

(c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender's participation in that Loan and that Lender's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

(d) If:

(i) any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender,

the Company may, on ten Business Days' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.11 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer.

(f) A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

(g)

(i) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days' notice of cancellation of each Available Commitment of that Lender.

(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting Lender shall be immediately reduced to zero.

(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

8.6 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c) Unless a contrary indication appears in this Agreement, any part of a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) Subject to Clause 2.2 (Increase) and Clause 2.3 (Accordion Option), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

(g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

8.7 Application of prepayments

Any prepayment of a Loan pursuant to Clause 8.2 (Change of control), or Clause 8.4 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender's participation in that Loan.

9. RATE SWITCH

9.1 Switch to Compounded Reference Rate

Subject to Clause 9.2 (Delayed switch for existing Term Rate Loans), on and from the Rate Switch Date for a Rate Switch Currency:

(a) use of the Compounded Reference Rate will replace the use of the Term Reference Rate for the calculation of interest for Loans in that Rate Switch Currency; and

(b) any Loan or Unpaid Sum in that Rate Switch Currency shall be a "Compounded Rate Loan" and Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to each such Loan or Unpaid Sum.

9.2 Delayed switch for existing Term Rate Loans

If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Loan in that currency:

(a) that Loan shall continue to be a Term Rate Loan for that Interest Period and Clause 10.1 (Calculation of interest – Term Rate Loans) shall continue to apply to that Loan for that Interest Period; and

(b) on and from the first day of the next Interest Period (if any) for that Loan:

(i) that Loan shall be a "Compounded Rate Loan"; and

(ii) Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan.

9.3 Notifications by Agent

(a) Following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Agent shall:

(i) promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Company and the Lenders of that occurrence; and

(ii) promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Company and the Lenders of that date.

(b) The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the Company and the Lenders of that occurrence.

9.4 Rate switch definitions

In this Agreement: "Backstop Rate Switch Date" means in relation to a Rate Switch Currency:

(a) the date (if any) specified as such in the applicable Reference Rate Terms; or

(b) any other date agreed as such between the Agent, the Majority Lenders and the Company in relation to that currency.

"Rate Switch Currency" means a Term Rate Currency:

(a) which is specified as a "Rate Switch Currency" in the applicable Reference Rate Terms; and

(b) for which there are Reference Rate Terms applicable to Compounded Rate Loans.

"Rate Switch Date" means:

(a) in relation to a Rate Switch Currency, the earlier of:
(i) the Backstop Rate Switch Date; and

(ii) any Rate Switch Trigger Event Date, for that Rate Switch Currency; or

(b) in relation to a Rate Switch Currency which:

(i) becomes a Rate Switch Currency after the date of this Agreement; and

(ii) for which there is a date specified as the "Rate Switch Date" in the applicable Reference Rate Terms, that date.

"Rate Switch Trigger Event" means:

(a) in relation to any Rate Switch Currency and the Primary Term Rate applicable to Loans in that Rate Switch Currency:

(i)

(A) the administrator of that Primary Term Rate or its supervisor publicly announces that such administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Primary Term Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Primary Term Rate;

(ii) the administrator of that Primary Term Rate publicly announces that it has ceased or will cease to provide that Primary Term Rate for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Primary Term Rate for that Quoted Tenor;

(iii) the supervisor of the administrator of that Primary Term Rate publicly announces that such Primary Term Rate has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or

(iv) the administrator of that Primary Term Rate or its supervisor publicly announces that that Primary Term Rate for any Quoted Tenor may no longer be used; and

(b) in relation to the Primary Term Rate for euro, the supervisor of the administrator of that Primary Term Rate publicly announces or publishes information stating that that Primary Term Rate for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor).

"Rate Switch Trigger Event Date" means, in relation to a Rate Switch Currency:

(a) in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (a)(i) of the definition of "Rate Switch Trigger Event", the date on which the relevant Primary Term Rate ceases to be published or otherwise becomes unavailable;

(b) in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (a)(ii), (a)(iii) or (a)(iv) of the definition of "Rate Switch Trigger Event", the date on which the relevant Primary Term Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and

(c) in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (b) of the definition of "Rate Switch Trigger Event", the date on which the relevant Primary Term Rate for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of such Primary Term Rate).

SECTION 5
COSTS OF UTILISATION

10. INTEREST

10.1 Calculation of interest – Term Rate Loans

The rate of interest on each Term Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) Term Reference Rate.

10.2 Calculation of interest – Compounded Rate Loans

(a) The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i) Margin; and

(ii) Compounded Reference Rate for that day.

(b) If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

10.3 Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

10.4 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.4 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Term Rate Loan and which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

10.5 Notifications

(a) The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company) of the determination of a rate of interest relating to a Term Rate Loan.

(b) The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(i) the relevant Borrower (or the Company) of that Compounded Rate Interest Payment;

(ii) each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender's participation in the relevant Compounded Rate Loan; and

(iii) the relevant Lenders and the relevant Borrower of:

(A) each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

(B) to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

This paragraph (b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 12.4 (Cost of funds).

(d) The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 12.4 (Cost of funds) applies.

(e) This Clause 10.5 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

11. INTEREST PERIODS

11.1 Selection of Interest Periods

(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b) Subject to this Clause 10, a Borrower (or the Company) may select an Interest Period of any period specified in the applicable Reference Rate Terms or of any other period agreed between the Company, the Agent and all the Lenders.

(d) Each Interest Period for a Loan shall start on the Utilisation Date.

(e) A Loan has one Interest Period only.

(f) No Interest Period shall be longer than six Months.

(g) The length of an Interest Period of a Term Rate Loan shall not be affected by that Term Rate Loan becoming a "Compounded Rate Loan" for that Interest Period pursuant to Clause 12.1 (Interest calculation if no Primary Term Rate).

11.2 Non-Business Days

Any rules specified as "Business Day Conventions" in the applicable Reference Rate Terms for a Loan or Unpaid Sum shall apply to each Interest Period for that Loan or Unpaid Sum.

12. CHANGES TO THE CALCULATION OF INTEREST

12.1 Interest calculation if no Primary Term Rate

(a) Interpolated Primary Term Rate: If no Primary Term Rate is available for the Interest Period of a Term Rate Loan, the applicable Term Reference Rate shall be the Interpolated Primary Term Rate for a period equal in length to the Interest Period of that Loan.

(b) Shortened Interest Period: If paragraph (a) above applies but it is not possible to calculate the Interpolated Primary Term Rate, the Interest Period of the Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Term Reference Rate shall be determined pursuant to the definition of "Term Reference Rate".

(c) Shortened Interest Period and Historic Primary Term Rate: If paragraph (b) above applies but no Primary Term Rate is available for the Interest Period of that Loan and it is not possible to calculate the Interpolated Primary Term Rate, the applicable Term Reference Rate shall be the Historic Primary Term Rate for that Loan.

(d) Shortened Interest Period and Interpolated Historic Primary Term Rate: If paragraph (c) above applies but no Historic Primary Term Rate is available for the Interest Period of the Loan, the applicable Term Reference Rate shall be the Interpolated Historic Primary Term Rate for a period equal in length to the Interest Period of that Loan.

(e) Alternative Term Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Primary Term Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to

its previous length and the applicable Term Reference Rate shall be the aggregate of:

(i) the Alternative Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; and

(ii) any applicable Alternative Term Rate Adjustment.

(f) Interpolated Alternative Term Rate: If paragraph (e) above applies but no Alternative Term Rate is available for the Interest Period of that Loan, the applicable Term Reference Rate shall be the aggregate of:

(i) the Interpolated Alternative Term Rate for a period equal in length to the Interest Period of that Loan; and

(ii) any applicable Alternative Term Rate Adjustment.

(g) Compounded Reference Rate or cost of funds: If paragraph (f) above applies but it is not possible to calculate the Interpolated Alternative Term Rate then:

(i) if "Compounded Reference Rate will apply as a fallback" is specified in the Reference Rate Terms for that Loan and there are Reference Rate Terms applicable to Compounded Rate Loans in the relevant currency:

(A) there shall be no Term Reference Rate for that Loan for that Interest Period and Clause 10.1 (Calculation of interest – Term Rate Loans) will not apply to that Loan for that Interest Period; and

(B) that Loan shall be a "Compounded Rate Loan" for that Interest Period and Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period; and

(ii) if:

(A) "Compounded Reference Rate will not apply as a fallback" and

(B) "Cost of funds will apply as a fallback",

are specified in the Reference Rate Terms for that Loan, Clause 12.4 (Cost of funds) shall apply to that Loan for that Interest Period.

12.2 Interest calculation if no RFR or Central Bank Rate If:

(a) there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(b) "Cost of funds will apply as a fallback" is specified in the Reference Rate Terms for that Loan,

Clause 12.4 (Cost of funds) shall apply to that Loan for that Interest Period.
12.3 Market disruption
If:

(a) a Market Disruption Rate is specified in the Reference Rate Terms for a Loan; and

(b) before the Reporting Time for that Loan the Agent receives notifications from a Lender or Lenders (whose participations in that Loan exceed 35 per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate, then Clause 12.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

12.4 Cost of funds

(a) If this Clause 12.4 applies to a Loan for an Interest Period neither Clause 10.1 (Calculation of interest – Term Rate Loans) nor Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period and the rate of interest on each Lender's share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event by the Reporting Time for that Loan, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

(b) If this Clause 12.4 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(d) If this Clause 12.4 applies pursuant to Clause 12.3 (Market disruption) and:

(i) a Lender's Funding Rate is less than the relevant Market Disruption Rate; or

(ii) a Lender does not notify a rate to the Agent by the relevant Reporting Time,

that Lender's cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Loan.

12.5 Notification to Company

If Clause 12.4 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the Company.

12.6 Break Costs

(a) If an amount is specified as Break Costs in the Reference Rate Terms for a Loan or Unpaid Sum, each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of that Loan or Unpaid Sum being paid by that Borrower on a day prior to the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, together with its demand, provide a certificate confirming the amount and basis of calculation (in reasonable detail, provided that it shall not be required to disclose confidential or proprietary information) of its Break Costs for any Interest Period in which they accrue.

13. FEES

13.1 Commitment fee

(a) The Company shall pay to the Agent (for the account of each Lender) fees in respect of each Facility in the applicable Base Currency computed at the rate of [***] per cent. of the then applicable Margin on that Lender's Available Commitment under that Facility for the Availability Period provided that the then applicable Margin shall be deemed to be [***] per cent. per annum during the Covenant Holiday Period.

(b) The accrued commitment fees are payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitment under that Facility at the time the cancellation is effective.

(c) No commitment fees are payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

13.2 Utilisation fee

(a) The Company shall pay to the Agent (for the account of each Lender) fees in respect of each Facility in the applicable Base Currency computed in respect of each Lender's Commitment under that Facility at the following rate:

(i) if the aggregate principal amount of the Loans outstanding under the applicable Facility is greater than zero but less than or equal to 331/3 per cent. of the Total Facility A1 Commitments or Total Facility A2 Commitments (as applicable), [***] per cent. per annum of the amount of outstanding Loans under the applicable Facility;

(ii) if the aggregate principal amount of the Loans outstanding under the applicable Facility is greater than 331/3 per cent. but less than or equal to 662/3 per cent. of the Total Facility A1 Commitments or Total Facility A2 Commitments (as applicable), [***] per cent. per annum of the amount of outstanding Loans under the applicable Facility; and

(iii) if the aggregate principal amount of the Loans outstanding under the applicable Facility is greater than 662/3 per cent. of the Total Facility A1 Commitments or Total Facility A2 Commitments (as applicable), [***] per cent. per annum of the amount of outstanding Loans under the applicable Facility.

(b) Utilisation fees shall accrue from the date on which the relevant threshold set out in paragraph (a) above is reached and shall be payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, at the time the cancellation is effective.

13.3 Arrangement fee

The Company shall pay to an Arranger such fees in the amounts and at the times agreed in a Fee Letter.

13.4 Agency fee

The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

13.5 Amendment and extension fee

The Company shall pay to the Agent (for the account of each Lender) an amendment and extension fee in respect of the Amendment and Restatement Agreement in the amounts and at the times agreed in a Fee Letter.

SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

14. TAX GROSS-UP AND INDEMNITIES

14.1 Definitions

In this Agreement:

"Borrower DTTP Filing" means an H.M. Revenue & Customs' Form DTTP2 duly completed and filed by the relevant UK Borrower, which:

(a) where it relates to a UK Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender's name in Part II of Schedule 1 (The Original Parties), and:

(i) where the UK Borrower is an Original Borrower, is filed with H.M. Revenue & Customs within 30 days of the date of this Agreement; or

(ii) where the UK Borrower is an Additional Borrower, is filed with H.M. Revenue & Customs within 30 days of the date on which that UK Borrower becomes an Additional Borrower; or

(b) where it relates to a UK Treaty Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as a Lender; and

(i) where the UK Borrower is a Borrower as at the date on which that UK Treaty Lender becomes a Party as a Lender, is filed with H.M. Revenue & Customs within 30 days of that date; or

(ii) where the UK Borrower is not a Borrower as at the date on which that UK Treaty Lender becomes a Party as a Lender, is filed with H.M. Revenue & Customs within 30 days of the date on which that UK Borrower becomes an Additional Borrower.

"Dutch Qualifying Lender" means, in respect of an advance to be made under a Finance Document to a Dutch Borrower, a Lender that is:

(a) a Dutch Treaty Lender; or

(b) otherwise entitled to receive a payment of interest in respect of an advance under a Finance Document without any Tax Deduction imposed by The Netherlands.

"Dutch Treaty Lender" means a Lender which:

(a) is treated as a resident of a Dutch Treaty State for the purposes of the relevant Dutch Treaty;

(b) does not carry on a business in The Netherlands through a permanent establishment with which that Lender's participation in the Loan is effectively connected; and

(c) fulfils all other conditions which must be fulfilled under the Dutch Treaty by residents of that Dutch Treaty State to obtain full exemption from Tax on interest imposed by The Netherlands, subject to completion of procedural formalities.

"Dutch Treaty State" means a jurisdiction having a double taxation agreement (a "Dutch Treaty") with The Netherlands which makes provision for full exemption from tax imposed by The Netherlands on interest.

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

"Treaty Lender" means a Dutch Treaty Lender or a UK Treaty Lender, as the context requires.

"UK Domestic Lender" means, in relation to a participation in a Utilisation made by a Lender to a UK Borrower, a Lender (other than a Lender within paragraph (iii) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(a)

(i) a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax in respect of any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(ii) a Lender in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance;

(b) a Lender which is:

(i) a company resident in the United Kingdom for United Kingdom tax purposes;

(ii) a partnership each member of which is:

(A) a company so resident in the United Kingdom; or

(B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(c) a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document.

"UK Non-Bank Lender" means a Lender which is not an Original Lender and which gives a UK Tax Confirmation in the documentation which it executes on becoming a Party as a Lender.

"UK Qualifying Lender" means a Lender that is:

(a) a UK Domestic Lender; or

(b) a UK Treaty Lender.

"UK Tax Confirmation" means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes;

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

"UK Treaty Lender" means a Lender which:

(a) is treated as a resident of a UK Treaty State for the purposes of the relevant UK Treaty;

(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Loan is effectively connected; and

(c) fulfils all other conditions which must be fulfilled under the UK Treaty by residents of that UK Treaty State to obtain full exemption from Tax on interest imposed by the United Kingdom, subject to the completion of procedural formalities.

"UK Treaty State" means a jurisdiction having a double taxation agreement (a "UK Treaty") with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

(a) Unless a contrary indication appears, in this Clause 14 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

14.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under

this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty or any published practice or published concession of any relevant taxing authority; or

(ii) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii)/(b)(ii) of the definition of "UK Domestic Lender" and:

(A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

(B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii)/(b)(ii) of the definition of "UK Domestic Lender"; and

(A) the relevant Lender has not given a UK Tax Confirmation to the Company; and

(B) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a UK Tax Confirmation to the Company, on the basis that the UK Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or

(iv) the relevant Lender is a UK Treaty Lender and the Obligor making the

payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (i) or (j) (as applicable) below.

(e) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by Luxembourg if such Tax deduction is required in accordance with the provisions of the Luxembourg law dated 23 December 2005, as amended, introducing a withholding tax on certain income deriving from savings.

(f) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by The Netherlands, if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Dutch Qualifying Lender, but on that date that Lender is not or has ceased to be a Dutch Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Dutch Treaty or any published practice or published concession of any relevant taxing authority; or

(ii) the relevant Lender is a Dutch Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (i)(i) below.

(g) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(h) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or similar evidence from the relevant government authority or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(i)

(i) Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(ii)

(A) A UK Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part II of Schedule 1 (The Original Parties); and

(B) a UK Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender, and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above in relation to a UK Borrower.

(j) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(ii) above and:

(i) a UK Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(ii) a UK Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(A) that Borrower DTTP Filing has been rejected by H.M. Revenue & Customs; or

(B) H.M. Revenue & Customs has not given the UK Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing; or

(C) H.M Revenue & Customs has given the UK Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or expired,

and, in each case, the UK Borrower has notified that Lender in writing, that Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorisation to make that payment without a Tax Deduction.

(k) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

(l) A UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

(m) A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the UK Tax Confirmation.

(n) The Obligor is not required to make any increased payment to a Lender under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United States in respect of any payment by or on behalf of a U.S. Borrower, to the extent such Tax is imposed (i) based on the law in effect at the time the relevant Lender became a party to this Agreement (or, in the case of a New Lender, to the extent exceeding the amount payable under paragraph (c) above to the relevant Existing Lender immediately before the assignment or transfer to the New Lender) or (ii) as a result of the relevant Lender not complying with its obligations under Clause 14.10 (U.S. Withholding Tax Forms).

14.3 Tax indemnity

(a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 14.2 (Tax gross-up);

(B) would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or (n) of Clause 14.2 (Tax gross-up) applied; or

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3, notify the Agent.

14.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

14.5 Lender status confirmation

(a) Each Lender which becomes a Party to this Agreement after the Effective Date shall indicate, in the Transfer Certificate, Assignment Agreement, Increase Confirmation or Accordion Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, in which of the following categories it falls:

(i) in respect of a UK Borrower:

(A) not a UK Qualifying Lender;

(B) a UK Qualifying Lender (other than a UK Treaty Lender); or

(A) not a Dutch Qualifying Lender;

(B) a Dutch Qualifying Lender (other than a Dutch Treaty Lender); or

(b) If a New Lender, Increase Lender or Accordion Increase Lender fails to indicate its status in accordance with this Clause 14.5 then such New Lender, Increase Lender or Accordion Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a UK Qualifying Lender or a Dutch Qualifying Lender (as applicable) until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement, Increase Confirmation or Accordion Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 14.5.

14.6 Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document provided that this Clause 14.6 shall not apply in respect of any Luxembourg registrations duties (droits d'enregistrement) due to a registration, submission or filing by a Finance Party of any Finance Document where such registration, submission or filing is or was not required to maintain or preserve the rights of a Finance Party under the Finance Documents.

14.7 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is

chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to
reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 14.7 to any Party shall, at any time when such Party is treated as a member of a group for or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

14.8 FATCA information

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

14.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent and the Agent shall notify the other Finance Parties.

14.10 U.S. Withholding Tax Forms

On or prior to the date on which a Lender becomes a Party to this Agreement (and from time to time thereafter upon the request of a U.S. Borrower or the Agent, as applicable, or on or before a change in facts that causes the contents of any previously delivered U.S. Withholding Tax Form to become inaccurate), such Lender shall provide to the Agent, or the requesting U.S. Borrower, as applicable, two copies of properly completed U.S. Withholding Tax Forms establishing any exemption from, or reduced rate of U.S. withholding tax that such Lender is legally entitled to claim.

15. INCREASED COSTS

15.1 Increased costs

(a) Subject to Clause 15.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the date of this Agreement;

(ii) compliance with any law or regulation made after the date of this Agreement; or

(iii) the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV after 9 October 2020,

provided that, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to have been introduced after the date of this Agreement, regardless of the date enacted, adopted or issued.

(b) In this Agreement:

(i) "Increased Costs" means:

(A) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital;

(B) an additional or increased cost; or

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment(s) or funding or performing its obligations under any Finance Document;

(ii) "Basel III" means:

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III"; and

(iii) "CRD IV" means EU CRD IV and UK CRD IV;

(iv) "EU CRD IV" means:

(A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

(v) "UK CRD IV" means:

(A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "Withdrawal Act"); and

(B) the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures; and

(C) direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act.

15.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b) A Finance Party intending to make a claim pursuant to paragraph (a)(iii) of Clause 15.1 (Increased costs) may only do so (i) to the extent that the Finance Party is making such claims from similar borrowers in relation to similar facilities (and it confirms the same to the Company) and (ii) to the extent such Increased Costs were not reasonably capable of being calculated by such Finance Party or its Affiliate (as applicable) as at the Signing Date (ARA).

(c) Each Finance Party shall, together with its demand, provide a certificate confirming the amount and basis of calculation (in reasonable detail, provided that it shall not be required to disclose confidential or proprietary information or disclose information in breach of a legal or regulatory restriction applicable to it) of its Increased Costs.

15.3 Exceptions

(a) Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied);

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(v) attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (Basel II) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Clause 15.3, a reference to a "Tax Deduction" has the same meaning given to that term in Clause 14.1 (Definitions).

16. OTHER INDEMNITIES

16.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i) making or filing a claim or proof against that Obligor;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2 Other indemnities

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

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(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing Among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

16.3 Indemnity to the Agent

(a) The Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

(b) This indemnity given by the Company under or in connection with this Agreement is a continuing obligation, independent of the Company's other obligations under or in connection with this Agreement or any other document and survives after this Agreement is terminated. It is not necessary for a person to pay any amount or incur any expense before enforcing an indemnity under or in connection with this Agreement or any other document.

17. MITIGATION BY THE LENDERS

17.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 14 (Tax Gross-up and Indemnities) or Clause 15 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

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17.2 Limitation of liability

(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

18. COSTS AND EXPENSES

18.1 Transaction expenses

The Company shall promptly on demand pay the Agent and the Arranger the amount of all reasonable and documented third party costs and expenses (including legal fees up to pre-agreed caps (if any)) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement.

18.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent; or (b) an amendment is required pursuant to Clause 30.10 (Change of currency);or (c) any amendment, waiver or consent is made pursuant to Clause 36.4 (Changes to reference rates), the Company shall, within three Business Days of demand, reimburse the Agent for the amount of all reasonable and documented third party costs and expenses (including legal fees up to pre-agreed caps (if any)) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

18.3 Enforcement costs

The Company shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7 GUARANTEE

19. GUARANTEE AND INDEMNITY

19.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents (including, without limitation, all amounts which, but for any U.S. Debtor Relief Law, would become due and payable and all interest accruing after the commencement of any proceeding under a U.S. Debtor Relief Law at the rate provided for in the relevant Finance Document, whether or not allowed in any such proceeding);

(b) undertakes with each Finance Party that whenever an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Notwithstanding anything to the contrary herein, upon any Automatic Acceleration Event any presentment, demand, protest or notice of any kind required by the foregoing clauses are expressly waived.

19.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

19.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration, examinership or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

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19.4 Waiver of defences

The obligations of each Guarantor under this Clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause 19, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

Each Spanish Obligor expressly declares that this Clause 19 constitutes a first demand guarantee (garantía abstracta a primera demanda) and hence the principles of exclusion, priority and division (beneficios de excusión, orden y división) under Article 1830 et. seq. of the Spanish Civil Code are not applicable.

19.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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19.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 19.

19.7 Deferral of Guarantors' rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 30 (Payment Mechanics).

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19.8 Release of Guarantors' right of contribution

If any Guarantor (a "Retiring Guarantor") ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

19.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

19.10 Luxembourg Limitation

(a) The guarantee granted by any Guarantor which is incorporated and established in the Grand-Duchy of Luxembourg (a "Luxembourg Guarantor") under this Clause 19 (Guarantee and Indemnity) shall be limited at any time to an aggregate amount not exceeding the higher of:

(i) 99 per cent. of such Luxembourg Guarantor's capitaux propres (as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts, as amended (the "2002 Law"), and as implemented by the Grand-Ducal regulation dated 18 December 2015 setting out the form and the content of the presentation of the balance sheet and profit and loss account (the "Regulation")) determined as at the date on which a demand is made under the guarantee, increased by the amount of any Intra-Group Liabilities, and

(ii) 99 per cent. of such Luxembourg Guarantor's capitaux propres (as referred to in article 34 of the 2002 Law) determined as at the date of this Agreement, increased by the amount of any Intra-Group Liabilities.

(b) The amount of the capitaux propres under this Clause 19 shall be determined by the Agent acting in its sole commercially reasonable discretion and shall be adjusted (by derogation to the rules contained in the 2002 Law and the Regulation) to take into account the fair value rather than book value of the assets of the Luxembourg Guarantor.

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(c) For the purpose of this Clause 19.10, "Intra-Group Liabilities" shall mean any amounts owed by the Luxembourg Guarantor to any other member of the Group and that have not been financed (directly or indirectly) by a borrowing under the Finance Documents.

(d) The above limitation shall not apply:

(i) in respect of any amounts due under the Finance Documents by an Obligor which is a direct or indirect subsidiary of that Luxembourg Guarantor;

(ii) in respect of any amounts due under the Finance Documents by an Obligor which is not a direct or indirect subsidiary of that Luxembourg Guarantor and which have been on-lent to or made available by whatever means, directly or indirectly, to that Luxembourg Guarantor or any of its direct or indirect subsidiaries.

(e) The obligations of a Luxembourg Guarantor under this Clause 19 shall exclude any obligations that, if included, would constitute a breach of any applicable prohibitions on the provision of financial assistance or that would constitute a misuse of corporate assets.

19.11 Danish Obligors

Notwithstanding anything to the contrary in this Agreement or any other Finance Document, the obligations of each Guarantor with an Original Jurisdiction of Denmark (a "Danish Obligor") under this Agreement or any other Finance Document to which it is a party:

(a) shall be limited if and to the extent required to comply with Danish statutory provisions including, without limitation, (i) Section 206(1) (as modified by Section 206(2)) of Consolidated Act No. 763 of 23 July 2019 on public and private limited liability companies as amended and supplemented from time to time (the "Danish Companies Act") and (ii) Section 210(1) (as modified by Section 210(2) and Sections 211 and 212 of the Danish Companies Act), and, accordingly, shall not include, and shall not be or be construed as, any indemnity, guarantee or security in respect of:

(i) any obligations incurred or undertaken in relation to the financing of an acquisition of shares issued or to become issued by such Danish Obligor or by a direct or indirect parent company of such Danish Obligor ("Acquisition Debt"); nor

(ii) any obligations other than Acquisition Debt of a direct or indirect Non Qualifying Shareholder; and

(b) shall further be limited to the amount equivalent to the higher of the Equity:

(i) at the date of this Agreement (or, if such Danish Obligor is not an Original Guarantor, on the date upon which it accedes to this Agreement as an Additional Guarantor); and

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(ii) at the time or times that payment is requested from it,

save that these limitations shall not apply to any obligations and liabilities of a Danish Obligor in respect of amounts relating to the Facilities and placed at the disposal of the Danish Obligor by a Borrower by way of a loan or otherwise (other than as share capital).

For the purposes of this Clause 19.11:

"Equity" means the equity (in Danish: egenkapital) of the Danish Obligor (or, as the case may be, its Danish subsidiary) calculated in accordance with applicable generally accepted Danish accounting principles consistently applied, however, adjusted (upwards) to market value if and to the extent book value of an asset differs from the market value at such time.

"Non Qualifying Shareholder" means any shareholder other than a parent company which is incorporated under the laws of any country covered by Executive Order No. 85 of 30 January 2020 on loans etc to foreign parent companies, as amended and supplemented from time to time.

19.12 Irish Obligors

This guarantee does not apply to any liability of any Irish Obligor to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 82 of the Irish Companies Act.

19.13 Dutch Obligors

Notwithstanding any contrary indication in this Agreement, in relation to each Obligor with an Original Jurisdiction in the Netherlands and any of its subsidiaries and in relation to Obligors that are subsidiaries of a Dutch company in which shares have been or will be acquired, the guarantee, indemnity and other obligations of such entity shall be limited to the extent required to comply with restrictions on financial assistance in Section 2:98c of the Dutch Civil Code (Burgerlijk Wetboek) or any other applicable law (the "Prohibition") and the provisions of this Agreement and the other Finance Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Dutch Obligors will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition. For the purpose of this Clause 19.13, "subsidiaries" shall have the meaning as provided in Section 2:24a of the Dutch Civil Code (Burgerlijk Wetboek).

19.14 German Guarantors

(a) To the extent that the guarantee and indemnity to be granted by a Guarantor pursuant to this Clause 19 and under any other Finance Document (the "Guarantee") is granted by a German Guarantor incorporated in Germany as a limited liability company (GmbH) and the Guarantee of the German Guarantor guarantees amounts which are owed by direct or indirect shareholders of the German Guarantor or Subsidiaries of such shareholders (with the exception of Subsidiaries which are also Subsidiaries of the German Guarantor), the

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Guarantee of the German Guarantor shall be subject to certain limitations as set out in the following paragraphs.

(b) Subject to paragraphs (d) and (e) below, a Finance Party shall not be entitled to enforce the Guarantee to the extent that such enforcement has the effect of:

(i) reducing the German Guarantor's net assets (Nettovermögen) (the "Net Assets") to an amount less than its stated share capital (Stammkapital), or

(ii) (if its Net Assets are already lower than its stated share capital) causing such amount to be further reduced,

and thereby affects the German Guarantor's assets which are required for the obligatory preservation of its stated share capital according to §§ 30, 31 of the German Act on Companies with Limited Liabilities (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, "GmbH-Act") (the "Limitation on Enforcement" or "Limitation Event").

(c) The value of the Net Assets shall be determined in accordance with generally accepted accounting principles consistently applied by the German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss according to § 42 GmbH-Act, §§ 242, 264 of the German Commercial Code (Handelsgesetzbuch – HGB)) in the previous years, save that:

(i) the amount of any increase of the stated share capital (Stammkapital) of the German Guarantor registered after the date on which that German Guarantor became a Party without the prior written consent of the Agent (acting on the instructions of the Majority Lenders) which is made out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) as well as the amount of the registered share capital (Stammkapital) of the German Guarantor which is not paid-up (eingezahlt) shall be deducted from the stated share capital registered at that time;

(ii) funds provided to the German Guarantor by a member of the Group shall be disregarded if such loans are subordinated (including obligations that would in an insolvency be subordinated pursuant to section 39 para. 1 no 5 or section 39 para 2 of the German Insolvency Code (Insolvenzordnung)); or

(iii) loans provided to, or any other contractual liability incurred by, the German Guarantor shall be disregarded if they have been granted or incurred in violation of provisions of any Finance Document.

(d) The Limitation on Enforcement shall only apply if and to the extent the German Guarantor delivers (within 30 calendar days (or such longer period as has been agreed between the German Guarantor and the respective Finance Party) from the date following that Finance Party's demand under the Guarantee) to the relevant Finance Party an up-to-date balance sheet drawn up by a firm of auditors of international standing and reputation, together with a determination of the amount of the German Guarantor's Net Assets, and a confirmation if, and to what extent, the German Guarantor is able to pay (the "Auditor's Determination"). The amounts determined in the Auditor's Determination shall be binding for all Parties (except for manifest errors).

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(e) If the enforcement of the Guarantee leads to the occurrence of a Limitation Event, then the German Guarantor shall realise its assets that are shown in its balance sheet with a book value (Buchwert) which is significantly lower than their market value to the extent that such assets are not necessary for the relevant German Guarantor's business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee.

The Limitation on Enforcement does not affect the right of a Finance Party to claim again any outstanding amount at a later point in time if and to the extent that this Clause 19.14 would allow this at that later point. If a Finance Party ascertains that the financial condition of the German Guarantor as set out in the Auditors' Determination has improved, that Finance Party may, at the German Guarantor`s cost and expense, arrange for the preparation of an updated balance sheet of the German Guarantor by applying the same principles that were used to determine if and to what extent the German Guarantor's Net Assets are not any longer reduced below zero (Begründung einer Unterbilanz) or no longer further reduced if already below zero (Vertiefung einer Unterbilanz) as a result of the improvement of the financial condition of the German Guarantor.

(f) The Limitation on Enforcement shall not apply if and to the extent that:

(i) the German Guarantor has not complied with its obligations under paragraph (d) above within the time periods specified therein;

(ii) the German Guarantor guarantees amounts which correspond to funds that have been borrowed under any Finance Document and have been on-lent to, or otherwise been passed on to, the German Guarantor or any of its Subsidiaries, if and to the extent that any such amount is still outstanding at the time the demand under the Guarantee is made against such German Guarantor;

(iii) the German Guarantor (as dominated entity and/or transferor) is subject to a profit and loss pooling agreement (Beherrschungs und/oder Gewinnabführungsvertrag) on the date of the enforcement of the Guarantee, or on the date of the first demand under the Guarantee, if the termination of such domination and/or profit and loss pooling agreement has been caused following the enforcement request, except where the existence of such domination and/or profit and loss agreement does not prevent the assertion or enforcement of the Guarantee from causing a Limitation Event in violation of §§ 30, 31 GmbH-Act; and

(iv) if and to the extent the German Guarantor holds on the date of the enforcement of the Guarantee a fully valuable and recoverable indemnity or claim for refund (vollwertiger Gegenleistungs-oder Rückgewähranspruch) against any of its direct or indirect shareholders or Subsidiaries of such shareholders (other than Subsidiaries of the

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German Guarantor) with respect to the relevant payments under the Guarantee.

(g) This Clause 19.14 shall not affect the enforceability (other than as specifically set out herein), legality or validity of the Guarantee and a Finance Party is entitled to claim in court that making payments under the Guarantee by the relevant German Guarantor does not fall within the scope of §§ 30,31 of the GmbH-Act. The Finance Parties' rights to any remedies they may have against the relevant German Guarantor shall not be limited if it is finally ascertained in court that §§ 30,31 GmbH-Act did not apply or that a personal liability of the managing directors of the German Guarantor will not occur. The agreement of the Finance Parties to abstain from demanding any or part of the payment under the Guarantee in accordance with the provisions of this Clause 19 shall not constitute a waiver (Verzicht) of any right granted under any Finance Document to the Finance Parties.

(h) Should new legislation or jurisprudence of a higher regional court (Oberlandesgericht) (and no other German higher regional court is in conflict with such decision) or the Federal Court of Justice (Bundesgerichtshof) come into force after the date hereof and should such law or court ruling state that the relevant time for the determination, if and to what extent a liability of the managing directors (Geschäftsführer) of the German Guarantor pursuant to §§43, 31 para. 6 GmbH-Act (or any other provision imposing a similar personal liability) is caused, is the time of the granting of the Guarantee, the Finance Parties shall upon the German Guarantor's managing directors' request enter into negotiations on possible amendments to this Clause 19.14 to the extent necessary to avoid the managing directors' personal liability pursuant to §§43, 31 para. 6 GmbH-Act (or any other provision imposing a similar personal liability).

(i) This Clause 19.14 shall apply mutatis mutandis if the Guarantee is granted by a German Guarantor established as a limited liability partnership (Kommanditgesellschaft) in relation to each general partner (Komplementär) incorporated as a limited liability company (GmbH).

19.15 Additional Guarantors

With respect to any Additional Guarantor incorporated in a jurisdiction not specifically referred to in this Clause 19, any guarantee provided by such Additional Guarantor shall be subject to any limitations set out in the Accession Letter applicable to such Additional Guarantor.

19.16 Guarantee Limitation – Fraudulent Conveyance

Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such Guarantor's obligations under this Agreement subject to avoidance under applicable U.S. Debtor Relief Laws.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20. REPRESENTATIONS

Each Obligor (or, in the case of Clause 20.10 (No misleading information) and Clause 20.12 (Financial statements), the Company only) makes the representations and warranties set out in this Clause 20 to each Finance Party on the Effective Date.

20.1 Status

(a) It is a corporation, limited liability company or partnership with limited liability duly incorporated or, in the case of a partnership, established and validly existing under the law of its Original Jurisdiction.

(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

20.2 Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations.

20.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) it's or any of its Material Subsidiaries' constitutional documents; or

(c) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets to the extent that has or could reasonably be expected to have a Material Adverse Effect.

20.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

20.5 Validity and admissibility in evidence
All Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its Original Jurisdiction,

have been obtained or effected and are in full force and effect.

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20.6 Governing law and enforcement

(a) Subject to the Legal Reservations, the choice of English law as the governing law of the Finance Documents will be recognised and enforced in its Original Jurisdiction.

(b) Subject to the Legal Reservations, any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its Original Jurisdiction.

20.7 Deduction of Tax

It is not required to make any Tax Deduction (as defined in Clause 14.1 (Definitions)) from any payment it may make under any Finance Document to a Lender which is:

(a) in respect of any payment by a UK Borrower or by a Guarantor in respect of an amount due by a UK Borrower:

(i) a UK Domestic Lender:

(A) falling within paragraph (a) of the definition of UK Domestic Lender;

(B) except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (b) of the definition of UK Domestic Lender; or

(ii) a UK Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488); or

(b) in respect of any payment by a Dutch Borrower or by a Guarantor in respect of an amount due by a Dutch Borrower, a Dutch Qualifying Lender.

20.8 No filing or stamp taxes

Under the law of its Original Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, save that the registration of any Finance Documents with the Administration de l'Enregistrement et des Domaines in Luxembourg may be required (i) in case of a voluntary registration or if the Finance Documents are attached (annexés) to a deed subject to mandatory, or (ii) attached (annexés) to a deed subject to mandatory registration, or (iii) lodged with a notary's record (deposés au rang des minutes d'un notaire) in which case, depending on the nature of the document subject to registration, a small fixed duty (i.e. €12) or an ad valorem would become payable.

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20.9 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has or could reasonably be expected to have a Material Adverse Effect.

20.10 No misleading information

The written factual information about the Group contained in an RNS announcement by the Company where such information was or could reasonably be expected to be relevant to the decision of a Lender to enter into the Amendment and Restatement Agreement, was not untrue, incomplete or misleading in a material respect as at the date it was expressed to be given.

20.11 Intellectual Property

It and each of its Subsidiaries:

(a) is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted at the date of this Agreement ("Material Intellectual Property");

(b) does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party; and

(c) has taken all formal or procedural actions (including payment of fees) required to maintain any Material Intellectual Property owned by it,

in each case, save for where failure to comply with such requirements has not had and could not reasonably be expected to have a Material Adverse Effect.

20.12 Financial statements

(a) Its Original Financial Statements were prepared in accordance with IFRS consistently applied.

(b) Its Original Financial Statements fairly present its consolidated financial condition as at the end of the relevant Financial Year and operations during the relevant Financial Year.

(c) There has been no material adverse change in the business or consolidated financial condition of the Group since the date of the Original Financial Statements.

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20.13 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.14 No proceedings

(a) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which could reasonably be expected to be adversely determined, and if so adversely determined, could reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

(b) No judgment or order of a court, arbitral body or agency which could reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it or any of its Subsidiaries.

20.15 Sanctions

As far as it is aware (having made due and careful inquiry), neither the Company nor any of its Subsidiaries or directors:

(a) is a Restricted Party or is engaging in or has engaged in any transaction or conduct that will result in it becoming a Restricted Party;

(b) is subject to any claim, proceeding, formal notice or formal investigation with respect to Sanctions;

(c) is engaging in or has engaged in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches any Sanctions applicable to it; or

(d) has engaged in or is engaging in any trade or business directly with or for the benefit of a Restricted Party, to the extent that such engagement would lead to non-compliance by it or its Subsidiaries or any Party with any Sanctions.

20.16 Anti-Corruption

Each member of the Group has conducted its business in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

20.17 Repetition

The Repeating Representations are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on:

(a) the date of each Utilisation Request and the first day of each Interest Period; and

(b) in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.

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20.18 ERISA Compliance

(a) No ERISA Event has occurred, is continuing or is reasonably likely to occur that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b) Each Employee Plan has been operated and administered in accordance with its terms, ERISA, the Code and applicable law, and is in compliance in form with ERISA and the Code (including, where intended to be qualified under Section 401(a) of the Code, such Employee Plan has been determined by the IRS to be so qualified or is in the process of being approved by the IRS) and all other applicable federal, state or local laws and regulations save where any failure to comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of any Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, could reasonably be expected either singly or in the aggregate to have a Material Adverse Effect.

(d) To the knowledge of each Obligor and each ERISA Affiliate, no Multiemployer Plan is or is reasonably likely to become insolvent for purposes of Title IV of ERISA, except where any such insolvency would not reasonably be expected to have a Material Adverse Effect.

20.19 Federal Reserve Regulations

(a) No Obligor is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

(b) None of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any Financial Indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any Loans or other extensions of credit under this Agreement to be considered a "purpose credit" within the meaning of Regulation U or Regulation X.

20.20 Investment Companies

No Obligor, person controlling an Obligor or Subsidiary of an Obligor is or is required to be registered as an "investment company" under the U.S. Investment Company Act of 1940.

20.21 Solvency

Each US Obligor represents that, after giving effect to the transactions contemplated herein, and giving effect to Clause 19.16 (Guarantee Limitation – Fraudulent

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Conveyance) and all rights of indemnification, subrogation and contribution under this Agreement and applicable law:

(a) the fair value of the property of such US Obligor is greater than the total amount of liabilities, including contingent liabilities, of such US Obligor;

(b) the present fair saleable value of such US Obligor is not less than the amount that will be required to pay the probable liability of such US Obligor on its debts as they become absolute and matured;

(c) such US Obligor does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature; and

(d) such US Obligor is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which its property would constitute an unreasonably small capital.

The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

21. INFORMATION UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Financial statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within 120 days after the end of each of its Financial Years, its audited consolidated financial statements for that Financial Year; and

(b) as soon as the same become available, but in any event within 90 days after 30 June in each Financial Year, its unaudited consolidated financial statements for that financial half year.

21.2 Compliance Certificate

(a) Subject to paragraph (c) below, the Company shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 21.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail):

(i) computations as to compliance with Clause 22 (Financial Covenants) as at the date as at which those financial statements were drawn up;

(ii) the applicable Margin;

(iii) confirmation of compliance with Clause 23.8 (Guarantors); and

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(iv) details of all Material Subsidiaries.

(b) Each Compliance Certificate shall be signed by the Chief Financial Officer of the Company or two directors of the Company.

(c) During the Covenant Holiday Period the Company shall not be obliged to supply a Compliance Certificate to the Agent in accordance with paragraph (a) above provided that, for the avoidance of doubt, the Company shall supply a Compliance Certificate in accordance with:

(i) paragraph (b) of Clause 5.1 (Delivery of a Utilisation Request) alongside the first Utilisation Request to be submitted following the last day of the Covenant Holiday Period; and

(ii) paragraph (a) above with each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) in respect of each Financial Year and each financial half year of the Company ending after the last day of the Covenant Holiday Period.

21.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by a director of the relevant company as fairly presenting its consolidated financial condition as at the date as at which those financial statements were drawn up.

(b) The Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is prepared in accordance with the applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements unless, in relation to any set of financial statements, the Company notifies the Agent that there has been a change in those Accounting Principles, the accounting practices or reference periods, and, in the case of a change that affects the calculation of the financial covenants, Just Eat Takeaway.com N.V.'s auditors (or, if appropriate, the auditors of any relevant Obligor) deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which the relevant Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the relevant Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the relevant Original Financial Statements were prepared.

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(c) If the Company notifies the Agent of a change in accordance with paragraph (b) above then the Company and Lenders shall enter into negotiations in good faith for a period of 30 days with a view to agreeing:

(i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and

(ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,

and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

21.4 ERISA-Related Information
Each Obligor shall:

(a) promptly and in any event within 15 Business Days after any Obligor or any ERISA Affiliate knows that an ERISA Event has occurred and that such ERISA Event has or could reasonably be expected to have a Material Adverse Effect, deliver to the Agent a statement of the finance director of the Company or other officer acceptable to the Agent (acting reasonably) of such Obligor describing such occurrence and the action, if any, that such Obligor or such ERISA Affiliate has taken and proposes to take with respect thereto; and

(b) promptly and in any event within 15 days after receipt thereof by any Obligor or any ERISA Affiliate, deliver to the Agent copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan if the same could reasonably be expected to have a Material Adverse Effect.

21.5 Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all documents required by law to be dispatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which would, if adversely determined, be reasonably expected to have a Material Adverse Effect; and

(c) promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request, except to the extent that disclosure of the information would breach any law, regulation, stock exchange requirement or duty of confidentiality.

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21.6 Notification of default

(a) Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

21.7 Direct electronic delivery by Company

The Company may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly in accordance with Clause 32.6 (Electronic communication) to the extent that Lender and the Agent agree to this method of delivery.

21.8 "Know your customer" checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor (or of a Holding Company of an Obligor) after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks

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under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Company shall, by not less than ten Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that any of its Subsidiaries becomes an Additional Obligor pursuant to Clause 26 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.

22. FINANCIAL COVENANTS

22.1 Financial definitions

In this Clause 22:

"Adjusted EBITDA" means, in relation to a Relevant Period, Underlying EBITDA for that Relevant Period adjusted by:

(a) including the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA) attributable to an acquired entity for that part of the Relevant Period following its acquisition;

(b) excluding the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA) attributable to any sold entity; and

(c) excluding one-off or non-recurring costs associated with any acquisition not prohibited by this Agreement (or which has been consented to by the requisite majority of Lenders) or Permitted Disposal payable to a person which is not a member of the Group to the extent included in Underlying EBITDA, provided the amount of such costs has been calculated in accordance with the Accounting Principles.

"Borrowings" means, at any time, the aggregate outstanding principal, capital or nominal amount of all Financial Indebtedness of all members of the Group, but excluding;

(a) any Treasury Transaction;

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(b) any deferred consideration payable in connection with any acquisition not prohibited by this Agreement or any other acquisition consented to by the Majority Lenders;

(d) any guarantee or indemnity given by a member of the Group in respect of any of the Financial Indebtedness referred to in paragraphs (a) and (b) above.

"Cash" means all amounts (other than Restaurant Cash) from time to time standing to the credit of bank accounts owned and operated by members of the Group.

"Cash Equivalent Investments" means, at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United Kingdom or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable into any other security;

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United Kingdom or any Participating Member State;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor's Rating Services, F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e) any investment in money market funds which: (A) have a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited; (B) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above; and (C) can be turned into cash on not more than 90 days' notice; or

(f) any other debt security approved by the Majority Lenders (such approval not to be unreasonably withheld or delayed),

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in each case, to which any member of the Group is beneficially entitled at that time.

"Exceptional Items" means any exceptional, one-off, non-recurring or extraordinary items which in each case are not normal running costs of the business (and provided that such costs are payable to a person which is not a member of the Group) including (without limitation) those arising on:

(a) any severance, restructuring and relocation or similar non-recurring exceptional costs or the reversal of the proceeds for the cost of the same;

(b) costs of any equity incentive package to the extent not already included herein and any extraordinary pension costs;

(c) disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write down or impairment; and

(d) disposals of assets associated with discontinued operations.

"Finance Charges" means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Borrowings (other than any agency fee) paid by any member of the Group (calculated on a consolidated basis) in cash in respect of that Relevant Period:

(a) excluding any upfront fees or costs;

(b) including the interest (but not the capital) element of payments in respect of Finance Leases;

(c) including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the Group under any interest rate hedging arrangement; and

(d) taking no account of any unrealised gains or losses on any derivative instruments other than any derivative instruments which are accounted for on a hedge accounting basis,

so that no amount shall be added (or deducted) more than once.

"Finance Lease" means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease on the date of this Agreement.

"Interest Cover Ratio" means the ratio of Adjusted EBITDA to Net Finance Charges in respect of any Relevant Period.

"Leverage Ratio" means, in respect of any Relevant Period, the ratio of Total Net Debt on the last day of that Relevant Period to Adjusted EBITDA in respect of that Relevant Period.

"Net Finance Charges" means, for any Relevant Period, the Finance Charges for that Relevant Period after deducting any interest payable in that Relevant Period to any

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member of the Group (other than by another member of the Group) on any Cash or Cash Equivalent Investment.

"Pension Items" means any income or charge attributable to a post-employment benefit scheme other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme.

"Relevant Period" means each period of twelve months ending on a Test Date.

"Restaurant Cash" means all amounts which represent amounts contractually committed to be paid to a Restaurant in respect of take-away meals, beverages and other products supplied by that Restaurant to the customers of the Group.

"Test Date" means 31 December and 30 June in each year.

"Total Net Debt" means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time but:

(a) including, in the case of Finance Leases only, their capitalised value; and

(b) deducting the aggregate amount of:

(i) Cash held by any member of the Group at that time; and

(ii) Cash Equivalent Investments held by any member of the Group at that time,

and so that no amount shall be included or excluded more than once.

"Treasury Transaction" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

"Underlying EBITDA" means in respect of any Relevant Period, the consolidated earnings of the Group before taxation:

(a) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period;

(b) not including any accrued interest owing to any member of the Group;

(c) before taking into account any amount attributable to the amortisation (including amortisation of any goodwill or acquisition cost arising on or in connection with any acquisition not prohibited by this Agreement (or which has been consented to by the requisite majority of Lenders)), depreciation or impairment of assets of members of the Group;

(d) before taking to account amortisation, depreciation or non-cash impairment of assets of joint ventures and associate companies that would otherwise be attributable to any member of the Group (and taking no account of the reversal of any previous non-cash impairment charge made in that Relevant Period);

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(e) before taking into account the cost of any long-term employee incentive plan;

(f) before taking into account any Exceptional Items;

(g) before taking into account any gains, losses, costs or expenses arising on the disposal or discontinuance of operations by any member of the Group provided the amount of such gains, loses, costs or expenses is calculated in accordance with the Accounting Principles;

(h) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests;

(i) excluding any amount by deducting profits or adding back losses relating to the Group's share of profit or losses in associates and jointly controlled entities, assets or operations that are accounted for under the equity method (but including such amounts as are received by a member of the Group by way of cash dividend, interest, fees or similar cash distribution of an income nature from or in respect of any such associates and jointly controlled entities, assets or operations);

(j) before taking into account any unrealised gains or losses due to exchange rate movements or on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis);

(k) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time after 31 December 2016;

(l) before taking into account any Pension Items;

(m) excluding the charge to profit represented by the expensing of stock options; and

(n) after adding, to the extent not already included, the proceeds of any business interruption insurance received during the Relevant Period,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining consolidated earnings of the Group before taxation.

22.2 Financial condition

(a) Subject to paragraph (c) below, the Company shall ensure that:
(i) Leverage: the Leverage Ratio shall not exceed, 3.0:1: and

(ii) Interest Cover: the Interest Cover Ratio shall not be less than 4.0:1.

(b) In connection with any acquisition made or to be made by a member of the Group, the Company may, by written notice to the Agent, request (by no later than 10 Business Days before the end of the first Relevant Period to end after the completion of that acquisition) that the Leverage Ratio test in paragraph (a)(i) above be increased (and that Leverage Ratio shall be so increased) to 3.50:1 for the purpose of testing compliance with paragraph (a)(i) above for that Relevant

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Period only (an "Acquisition Spike"). The Company may not exercise Acquisition Spikes in consecutive Relevant Periods or more than two times during the life of the Facilities.

(c) The Company shall not be required to comply with paragraph (a) above for each of the Relevant Periods ending on 30 June 2021, 31 December 2021, 30 June 2022 and 31 December 2022 (the "Original Covenant Holiday Period"), or any such subsequent Test Date to which the Covenant Holiday Period has been extended by the Company giving prior written notice to the Agent not more than 30 days and not less than 10 days before:

(i) the end of the Original Covenant Holiday Period; or

(ii) any subsequent Test Date to which the Covenant Holiday Period has been extended in accordance with this paragraph (c),

(the Original Covenant Holiday Period (A) as extended in accordance with this paragraph (c) (if applicable) and (B) as ended on any day prior to its scheduled end date by the Company giving the Agent not less than 15 days' prior written notice (if applicable), being the “Covenant Holiday Period“) provided that the Company shall not be entitled to extend the Covenant Holiday Period once it has ended.

22.3 Financial testing

(a) Subject to paragraph (b) below, the financial covenants set out in Clause 22.2 (Financial condition) shall be calculated in accordance with the Accounting Principles and tested by reference to each of the financial statements delivered pursuant to Clause 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 21.2 (Compliance Certificate).

(b) The financial covenants set out in Clause 22.2 (Financial condition) shall not be tested during the Covenant Holiday Period and the level of the Leverage Ratio and the Interest Cover Ratio during the Covenant Holiday Period in and of itself shall not constitute as having a Material Adverse Effect or constitute an Event of Default under Clause 24.2 (Financial covenants) provided that, for the avoidance of doubt, the financial covenants set out in Clause 22.2 (Financial condition) shall be:

(i) required to have been satisfied as at the most recent Test Date to occur prior to the last day of the Covenant Holiday Period (with such compliance being demonstrated in the Compliance Certificate to be delivered to the Agent pursuant to paragraph (b) of Clause 5.1 (Delivery of a Utilisation Request) alongside the first Utilisation Request submitted following the last day of the Covenant Holiday Period); and

(ii) tested for each Relevant Period ending after the last day of the Covenant Holiday Period.

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23. GENERAL UNDERTAKINGS

The undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1 Authorisations

Each Obligor shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) (following a request by the Agent) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of its Original Jurisdiction to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its Original Jurisdiction of any Finance Document.

23.2 Compliance with laws

Each Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

23.3 Acquisitions

No Obligor shall (and the Company shall ensure that no other member of the Group will) acquire any company, business, assets or undertaking or incorporate a company if such acquisition would constitute a "Class 1 transaction" as defined in the listing rules published by the Financial Conduct Authority.

23.4 Negative pledge

In this Clause 23.4, "Quasi-Security" means an arrangement or transaction described in paragraph (b) below.

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

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(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security which is a Permitted Security.

23.5 Merger

No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction except:

(a) with one or more members of the Group on a solvent basis and where:

(i) any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; and

(ii) if any Obligor is involved, either that Obligor is the surviving entity or the payments and assets distributed are distributed to another Obligor;

(b) with the consent of the Majority Lenders; or

23.6 Restriction on Financial Indebtedness

(a) The Company shall ensure that no Non-Obligor will incur or agree to incur or permit to subsist or remain outstanding any Financial Indebtedness.

(b) Paragraph (a) above does not apply to any Financial Indebtedness which is Permitted Financial Indebtedness.

23.7 Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Company or the Group from that carried on at the Effective Date, but this shall not prevent any member of the Group engaging in any ancillary or related business.

23.8 Guarantors

(a) Subject to paragraphs (b) to (f) below, the Company shall ensure that:

(i) on the date of this Agreement and each date when a Compliance Certificate is required to be delivered pursuant to Clause 21.2

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(Compliance Certificate) (a "Guarantor Cover Test Date"), the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA) of the Guarantors and the aggregate gross Revenues of the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) represents not less than 80 per cent. of the consolidated gross Revenue and Underlying EBITDA of the Group at that time (excluding any Revenue or earnings before interest, tax, depreciation and amortisation contributed by a Restricted Subsidiary (as defined below); and

(ii) any member of the Group which is a Material Subsidiary shall, within 45 days of the date of delivery to the Agent of the Compliance Certificate and accompanying financial statements pursuant to Clause 21.1 (Financial statements) demonstrating that it has become a Material Subsidiary, accede to this Agreement as an Additional Guarantor pursuant to Clause 26.4 (Additional Guarantors).

(b) Subject to paragraph (c) below, if on any Guarantor Cover Test Date the requirements of paragraph (a)(i) above were not satisfied, the Company shall ensure that, within 45 days of that Guarantor Cover Test Date, such other members of the Group accede to this Agreement as Additional Guarantors pursuant to Clause 26.4 (Additional Guarantors) until the requirements of paragraph (a)(i) above are satisfied (calculated as if such Additional Guarantors had been Guarantors on that Guarantor Cover Test Date and provided that, for the avoidance of doubt, if the requirements of paragraph (a)(i) above are satisfied within such time period, no Default or other breach of this Agreement shall arise in respect thereof).

(c) The Company shall not be required to comply with paragraphs (a) and (b) above during the Covenant Holiday Period provided that this Clause 23.8 shall continue to apply for the purpose of Clause 26.6 (Resignation of a Guarantor).

(d) Without prejudice to its continuing obligation to meet the requirements in paragraph (a) above and subject to paragraph (e) below, the Company need only perform its obligations under paragraph (a) above if:

(i) it is not unlawful for the relevant person to become a Guarantor (and it is acknowledged that any form of restriction within the constitutional documents of a particular Subsidiary shall not be deemed to be unlawful for these purposes or constitute a circumstance that would result in personal liability for that person's directors or other management); or

(ii) that person becoming a Guarantor would not result in personal liability for that person's directors or other management, (each a "Restricted Subsidiary"). Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to)

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agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.

(e) Notwithstanding the above, no Subsidiary with an Original Jurisdiction of France shall be required to accede to this Agreement as an Additional Guarantor
pursuant to Clause 26.4 (Additional Guarantors) unless:

(i) that Subsidiary has become a Borrower (or otherwise directly receives the proceeds of any Loan); or

(ii) the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA) of that Subsidiary exceeds 12.5 per cent. of the Adjusted EBITDA of the Group.

(f) The Parties agree that, notwithstanding any other provision of this Clause 23.8, if the proceeds of a Facility have been used to acquire:

(i) a Subsidiary with an Original Jurisdiction of Australia; or

(ii) a Holding Company of a Subsidiary with an Original Jurisdiction of Australia,

then there will be no requirement for that Subsidiary to become an Additional Guarantor pursuant to paragraph (a) above unless and until the shareholders of that entity have approved its accession as a Guarantor pursuant to Section 260B of the Australian Corporations Act and any applicable waiting period under Section 260B of the Australian Corporations Act has passed. The Company shall ensure that the relevant Subsidiary accedes to this Agreement as an Additional Guarantor pursuant to Clause 26.4 (Additional Guarantors) as soon as reasonably practicable and in any event within 45 days of the date that the relevant entity was acquired.

23.9 Compliance with ERISA

Each Obligor shall (and the Company shall cause each ERISA Affiliate to):

(a) maintain all Employee Plans that are presently in existence or may, from time to time, come into existence, in compliance with the terms of any such Employee Plan, ERISA, the Code and all other applicable laws in each case except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(b) make or cause to be made contributions to all Employee Plans in a timely manner and in a sufficient amount to comply with the requirements of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, in each case except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

23.10 Federal Reserve Regulations

Each Obligor will use the Facilities without violating Regulations T, U and X.

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23.11 Notarisation

(a) Each Obligor shall ensure that if any Subsidiary with an Original Jurisdiction of Spain:

(i) becomes a Borrower (or otherwise directly receives the proceeds of any Loan); or

(ii) has aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA) which exceed 12.5 per cent. of the Adjusted EBITDA of the Group,

then the Company shall notify the Agent as soon as reasonably practicably upon becoming aware and procure that this Agreement shall be raised by all of the Parties to public document status by means of a Spanish Public Document for the purposes contemplated in Article 517 et seq. of the Spanish Civil Procedural Law and other related provisions within 10 Business Days of receipt of such notice by the Agent.

(b) If this Agreement has been raised to the status of Spanish Public Document pursuant to this Clause 23.9, the Company and the Obligors shall ensure that, as soon as reasonably practicable following request by the Agent, any other Finance Document and any amendment to any Finance Document shall be raised by all the Parties to public document status by means of a Spanish Public Document for the purposes contemplated in Article 517 et seq. of the Spanish Civil Procedural Law.

23.12 Sanctions

(a) No Obligor shall (and the Company shall ensure that no other wholly-owned member of the Group shall):

(i) use, lend, contribute or otherwise make available any part of the proceeds of any utilisation of a Facility directly:

(A) for the benefit of any Restricted Party;

(B) for the purpose of financing any trade or business which it is aware is conducted by a Restricted Party; or

(C) in any manner that to its knowledge (having made due and careful inquiry) would result in any person being in breach of any Sanctions or becoming a Restricted Party;

(ii) engage in any transaction that will, to its knowledge (having made due and careful inquiry), evade or avoid, have the effect of evading or avoiding or otherwise cause a direct breach of any Sanctions applicable to it; or

(iii) fund all or part of any payment due under or in connection with a Finance Document from any monies that, to its knowledge (having made

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due and careful inquiry), have been received by it directly from a Restricted Party in breach of any Sanctions.

(b) Each Obligor shall (and the Company shall ensure that each wholly-owned member of the Group shall) ensure that appropriate controls and safeguards are in place to promote and achieve compliance with the provisions of paragraph (a) above.

(c) This Clause 23.12 and Clause 20.15 (Sanctions) shall only apply to or in favour of any person if and to the extent that it would not result in a breach, violation of, conflict with or liability, in respect of that person, of any applicable Blocking Law.

(d) For the purposes of this Clause 23.12, "Blocking Law" means:

(i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union);

(ii) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) (in connection with the German Foreign Trade Act (Außenwirtschaftsgesetz)); or

(iii) Council Regulation (EC) No 2271/1996 of 22 November 1996 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

23.13 Anti-Corruption

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will) directly or indirectly use the proceeds of a Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, the Criminal Code Act 1995 of Australia or other similar legislation in other jurisdictions.

(b) Each Obligor shall (and the Company shall ensure that each other member of the Group will):

(i) conduct its business in compliance with applicable anti-corruption laws; and

(ii) maintain policies and procedures designed to promote and achieve compliance with such laws.

23.14 Disposals

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

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(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

23.15 Conditions subsequent

The Company shall procure that no later than sixty (60) days after the occurrence of the Effective Date (or such later period as the Majority Lenders may agree) each of Grubhub Inc. (5332928, Delaware, United States of America) and Grubhub Holdings Inc. (4429954, Delaware, United States of America) accede to this Agreement in accordance with Clause 26.4 (Additional Guarantors).

24. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for Clause 24.16 (Acceleration)).

24.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within five Business Days of its due date.

24.2 Financial covenants

Any requirement of Clause 22 (Financial Covenants) is not satisfied.

24.3 Sanctions

An Obligor does not comply with the requirements of Clause 23.12 (Sanctions).

24.4 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment), Clause 23.12 (Sanctions) and Clause 22 (Financial Covenants)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 15 Business Days of the earlier of:

(i) the Agent giving notice to the Company; and

(ii) the Company becoming aware of the failure to comply.

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24.5 Misrepresentation

(a) Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b) No Event of Default under paragraph (a) above will occur if the circumstances giving rise to the misrepresentation are capable of remedy and are remedied within 15 Business Days of the earlier of:

(i) the Agent giving notice to the Company; and

(ii) the Company becoming aware of the misrepresentation.

24.6 Cross default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 24.6 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than €25,000,000 (or its equivalent in any other currency or currencies).

24.7 Insolvency

(a) An Obligor or a Material Subsidiary:

(i) is unable or admits inability to pay its debts as they fall due;

(ii) suspends making payments on any of its debts; or

(iii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

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(b) The value of the assets of any Obligor or Material Subsidiary is less than its liabilities (taking into account contingent and prospective liabilities).

24.8 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, examinership, reorganisation or reconstruction (in Danish: rekonstruktion) (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or Material Subsidiary other than a solvent liquidation or reorganisation of any Obligor or Material Subsidiary permitted under Clause 23.5 (Merger);

(b) a composition, compromise, assignment or arrangement with any creditor of any Obligor or Material Subsidiary;

(c) the appointment of a liquidator (other than in respect of a solvent liquidation of an Obligor or Material Subsidiary where the assets are distributed to another Obligor), receiver, administrative receiver, administrator, examiner, compulsory manager, reconstructor (in Danish: rekonstruktør) or other similar officer in respect of any Obligor or Material Subsidiary or any of their respective assets; or

(d) enforcement of any Security over any assets of any Obligor or Material Subsidiary,

or any analogous procedure or step is taken in any jurisdiction.

This Clause 24.8 shall not apply to any corporate action, legal proceedings, winding-up petition or any analogous procedure or step in any jurisdiction which is frivolous or vexatious and is discharged, stayed or dismissed within 60 calendar days of commencement.

24.9 Creditors' process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of €25,000,000 (or its equivalent) and is not discharged within 15 Business Days.

24.10 Ownership of the Obligors

An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company other than as a result of a Permitted Disposal.

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24.11 Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.

24.12 Repudiation

An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

24.13 Litigation

Any litigation, arbitration or administrative proceedings are commenced which could reasonably be expected to be adversely determined and, if so determined, would have a Material Adverse Effect.

24.14 Cessation of business

The Group (taken as a whole) suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business, other than as permitted under this Agreement.

24.15 Material adverse change

Any event or circumstance occurs which has or could reasonably be expected to have a Material Adverse Effect.

24.16 ERISA

Any ERISA Event shall have occurred that, when aggregated with any other then existing ERISA Event, could reasonably be expected to have a Material Adverse Effect.

24.17 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

(a) cancel each Available Commitment of each Lender, whereupon each such Available Commitment shall immediately be cancelled and each Facility shall immediately cease to be available for further utilisation;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

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24.18 Events of Default

If an Event of Default under Clause 24.7 (Insolvency) or Clause 24.8 (Insolvency Proceedings) shall occur in a U.S. court of competent jurisdiction (an "Automatic Acceleration Event") in respect of a Borrower, then without notice to such Borrower or any other person, or any other act by the Agent or any other person, the Total Commitments shall automatically terminate and the principal of the Loans to such Borrower, together with all accrued interest thereon, and all other amounts owed by such Borrower under the Finance Documents shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived.

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SECTION 9
CHANGES TO PARTIES

25. CHANGES TO THE LENDERS

25.1 Assignments and transfers by the Lenders

Subject to this Clause 25, a Lender (the "Existing Lender") may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

25.2 Company consent

(a) The consent of the Company is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

(i) to another Lender or an Affiliate of any Lender; or

(ii) made at a time when an Event of Default is continuing,

provided that there shall be no assignment or transfer to a person who is an Industrial Competitor at any time.

(b) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after that Existing Lender has requested it unless consent is expressly refused by the Company within that time.

25.3 Other conditions of assignment or transfer

(a) An assignment will only be effective on:

(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it had been an Original Lender; and

(ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(b) A transfer will only be effective if the procedure set out in Clause 25.6 (Procedure for transfer) is complied with.

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(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax Gross-up and Indemnities) or Clause 15 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (c) shall not apply in relation to Clause 14.2 (Tax gross-up), to a UK Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(ii)(B) of Clause 14.2 (Tax gross-up) if the Obligor making the payment has not made a Borrower DTTP Filing in respect of that UK Treaty Lender.

(d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

25.4 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of:

(a) in the case of an assignment or transfer in respect of Facility A1, £2,500; and

(b) in the case of an assignment or transfer in respect of Facility A2, €3,000.

25.5 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no

representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

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(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties
that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

25.6 Procedure for transfer

(a) Subject to the conditions set out in Clause 25.2 (Company consent) and Clause 25.3 (Other conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender and, if required pursuant to Clause 25.8, the Agent makes a corresponding entry in the Register. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and, where applicable, make such corresponding entry in the Register.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender and, if required pursuant to Clause 25.8, make a corresponding entry in the Register once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

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(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arranger, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a "Lender".

(d) If this Agreement has been raised to Spanish Public Document pursuant to Clause 23.9 (Notarisation), then at the request of the Agent or the New Lender, the New Lender and the Existing Lender shall promptly raise the duly completed Transfer Certificate to the status of Spanish Public Document in the form of "escritura pública". For this purpose, the New Lender will appoint the Agent as its agent and representative in connection with the ratification and raising the Transfer Certificate to the status of a Spanish Public Document.

25.7 Procedure for assignment

(a) Subject to the conditions set out in Clause 25.2 (Company consent) and Clause 25.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

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(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement; and

(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d) If this Agreement has been raised to Spanish Public Document pursuant to Clause 23.9 (Notarisation), then at the request of the Agent or the New Lender, the New Lender and the Existing Lender shall promptly raise the duly completed Assignment Agreement to the status of Spanish Public Document in the form of "escritura pública". For this purpose, the New Lender will appoint the Agent as its Agent and representative in connection with the ratification and raising the Assignment Agreement to the status of a Spanish Public Document.

(e) Lenders may utilise procedures other than those set out in this Clause 25.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 25.6 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 25.2 (Company consent) and Clause 25.3 (Other conditions of assignment or transfer).

25.8 The Register

(a) This Clause 25.8 shall apply only for so long as there is a U.S. Borrower party to this Agreement.

(b) The Agent (acting solely for this purpose as a non-fiduciary agent of the Obligors) shall maintain at one of its offices a copy of each Transfer Certificate delivered to it and a register (the "Register") for the recordation of the names and addresses of each Lender and the Commitments of and obligations owing to each Lender. Without limitation of any other provision of this Clause 25 (Changes to the Lenders), no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register. The entries in the Register shall be conclusive absent manifest error and each Obligor, the Agent and each Lender shall treat each person whose name is recorded in the Register as a Lender notwithstanding any notice to the contrary.

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25.9 Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation or Accordion Increase Confirmation to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement, an Increase Confirmation or an Accordion Increase Confirmation send to the Company a copy of that Transfer Certificate, Assignment Agreement, Increase Confirmation or Accordion Increase Confirmation.

25.10 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 25.10, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

25.11 Pro rata interest settlement

(a) If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 25.6 (Procedure for transfer) or any assignment pursuant to Clause 25.7 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period; and

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(ii) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 25.11, have been payable to it on that date, but after deduction of the Accrued Amounts.

(b) In this Clause 25.11 references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

(c) An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 25.11 but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

25.12 Costs and expenses

Notwithstanding any term of any Finance Document, no Obligor shall be liable for any costs, expenses, fees, taxes, losses or liabilities that any Finance Party (including, without limitation, any New Lender) incurs or may incur in relation to any assignment or transfer pursuant to this Clause 25.

26. CHANGES TO THE OBLIGORS

26.1 Assignments and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

26.2 Additional Borrowers

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.8 ("Know your customer" checks), the Company may request that any of the Company's wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary (as applicable) shall become an Additional Borrower if:

(i) that Subsidiary is incorporated in an Original Jurisdiction of an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise, if all of the Lenders approve the addition;

(ii) the Company delivers to the Agent a duly completed and executed Accession Letter;

(iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary (as applicable) becoming an Additional Borrower; and

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(iv) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower (including (for the avoidance of doubt) with respect to the accession of Takeaway.com Group B.V. as an Additional Borrower, the applicable documents and other evidence listed in paragraph 15 of Part II of Schedule 2 (Conditions Precedent) in relation to it), each in form and substance satisfactory to the Agent.

(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).

(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

26.3 Resignation of a Borrower

(a) The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to the Agent a Resignation Letter.

(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(i) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and

(ii) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

(iii) whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

26.4 Additional Guarantors

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.8 ("Know your customer" checks), the Company may request any of the Company's wholly owned Subsidiaries become an Additional Guarantor. That other Subsidiary (as applicable) shall become an Additional Guarantor if:

(i) the Company delivers to the Agent a duly completed and executed Accession Letter; and

(ii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor each in form and substance satisfactory to the Agent.

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26.5 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Additional Obligor that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

26.6 Resignation of a Guarantor

(a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.

(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(i) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case);

(ii) where the Guarantor is also a Borrower, it is under no actual or contingent obligations as a Borrower and has resigned and ceased to be (or will, contemporaneously with its resignation as a Guarantor under this Clause 26.6, resign and cease to be) a Borrower under Clause 26.3 (Resignation of a Borrower); and

(iii) the Guarantor is not at that time a Material Subsidiary (as evidenced by the most recent Compliance Certificate delivered to the Agent pursuant to Clause 21.2 (Compliance Certificate)); and

(iv) paragraph (a)(i) of Clause 23.8 (Guarantors) would have been complied with if the resignation of that Guarantor had been effective on the last day of the most recently ended financial year or financial half-year (as applicable) in respect of which the most recent Compliance Certificate was delivered to the Agent pursuant to Clause 21.2 (Compliance Certificate) (taking into account any members of the Group which have or will become Additional Guarantors on or prior to the date on which the resignation of such Guarantor will become effective),

whereupon that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents.

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SECTION 10
THE FINANCE PARTIES

27. ROLE OF THE AGENT AND THE ARRANGER

27.1 Appointment of the Agent

(a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c) Each of the Arrangers and the Lenders hereby relieves the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law, in each case to the extent legally possible to it. An Arranger or Lender that is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly.

(d) Each of the Arranger and the Lenders hereby authorises the Agent to act on their behalf, and sign, ratify, amend and raise to the status of Spanish Public Document, any Finance Document in accordance with the terms of this Agreement even in the case of self-contracting (multirepresentación) and conflict of interest (conflicto de intereses).

27.2 Instructions

(a) The Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

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(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

(g) The Agent is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Nothing in this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 or to lend money to any Borrower in its capacity as Agent.

27.3 Duties of the Agent

(a) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c) Without prejudice to Clause 25.8 (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation or Accordion Increase Confirmation to Company), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement, any Increase Confirmation or Accordion Increase Confirmation.

(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

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(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

27.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

27.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b) None of the Agent or the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

27.6 Business with the Group

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

27.7 Rights and discretions

(a) The Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

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as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g) Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Without prejudice to the generality of paragraph (g) above, the Agent:

(i) may disclose; and

(ii) on the written request of the Company, or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Company and to the other Finance Parties.

(i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. In particular,

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and for the avoidance of doubt, nothing in any Finance Document shall be construed so as to constitute an obligation of the Agent or the Arranger to perform any services which it would not be entitled to render pursuant to the provisions of the German Act on Rendering Legal Services (Rechtsdienstleistungsgesetz) or pursuant to the provisions of the German Tax Advisory Act (Steuerberatungsgesetz) or any other services that require an express official approval, licence or registration, unless the Agent or the Arranger (as the case may be) holds the required approval, licence or registration.

(j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

(k) In connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, the Agent and any Affiliate or Subsidiary of HSBC Holdings plc may take any action in its sole and absolute discretion that it considers appropriate to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively the "Relevant Requirements"). Such action may include, but is not limited to:

(i) screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds;

(ii) delaying or preventing the processing of instructions or transactions or the Agent's performance of its obligations under this Agreement;

(iii) the blocking of any payment; or

(iv) requiring the relevant party to enter into a financial crime compliance representation letter from time to time in a form and substance acceptable to the HSBC Group.

Where possible and permitted, the Agent will endeavour to notify the Company of the existence of such circumstances. To the extent permissible by law, neither the Agent nor any member of the HSBC Group will be liable for loss (however it arose) or damage suffered by any party arising out of, or caused in whole or in part by, any actions that are taken by the Agent or any other member of the HSBC Group to comply with any Relevant Requirement. In this Clause 26.7(g), "HSBC Group" means HSBC Holdings plc together with its Subsidiary undertakings from time to time.

(l) The Agent shall be entitled to deal with money paid to it by any person for the purposes of this Agreement in the same manner as other money paid to a banker

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by its customers except that it shall not be liable to account to any person for any interest or other amounts in respect of the money.

27.8 Responsibility for documentation

None of the Agent or the Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

27.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

27.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document other than by reason of its gross negligence or wilful misconduct; or

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(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this

Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in

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connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

27.11 Lenders' indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.11 (Disruption to payment systems etc.), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company.

(b) Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).

(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

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(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(f) The Agent's resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above), but shall remain entitled to the benefit of Clause 16.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

(i) The Agent shall resign in accordance with paragraph (b) above if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 14.8 (FATCA information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 14.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.

27.13 Replacement of the Agent

(a) With the consent of the Company (such consent not to be unreasonably withheld), the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).

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(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 16.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party, including the capacity to represent any Finance Party for the purposes of raising any Finance Document to the status of Spanish Public Document.

27.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

27.15 Relationship with the Lenders

(a) Subject to Clause 25.11 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shallcontain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 32.6 (Electronic

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communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 32.2 (Addresses) and paragraph (a )(ii) of Clause 32.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

27.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

27.17 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

27.18 Fees, commissions and expenses paid to the Agent

The fees, commissions and expenses payable to the Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or any of its

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associates) in connection with any transaction effected by the Agent with or for the Lenders or the Company.

28. CONDUCT OF BUSINESS BY THE FINANCE PARTIES
No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29. SHARING AMONG THE FINANCE PARTIES

29.1 Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 30 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.6 (Partial payments).

29.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 30.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

29.3 Recovering Finance Party's rights

On a distribution by the Agent under Clause 29.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the

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relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

29.5 Exceptions

(a) This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 29, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11 ADMINISTRATION

30. PAYMENT MECHANICS

30.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Agent) and with such bank as the Agent, in each case, specifies.

30.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to an Obligor) and Clause 30.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London, as specified by that Party).

30.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 31 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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(c) If the Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the Agent shall notify the Company of that Lender's identity and the Borrower to whom that sum was made available shall on demand refund it to the Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

30.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 30.1 (Payments to the Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or

(ii) if in its absolute discretion it considers that it is not reasonably

practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties").

In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 30.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 27.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to

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transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 30.2 (Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph (d) above; and

(ii) that it has been provided with the necessary information by that

Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

30.6 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Agent under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a )(ii) to (a)(iv) above.

30.7 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.8 Business Days

(a) Any payment under any Finance Document which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

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(b) During any extension of the due date for payment of any principal or Unpaid

Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.9 Currency of account

(a) Subject to paragraphs (b) to (e) below, the applicable Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement, on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than the applicable Base Currency shall be paid in that other currency.

30.10 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

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30.11 Disruption to payment systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 36 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

31. SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32. NOTICES

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter or pursuant to Clause 32.6 (Electronic communication).

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32.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Company, that identified with its name in the signature pages to the Amendment and Restatement Agreement;

(b) in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent, that identified with its name in the signature pages to the Amendment and Restatement Agreement,

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' notice.

32.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(d) Any communication or document made or delivered to the Company in accordance with this Clause 32 will be deemed to have been made or delivered to each of the Obligors.

(e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

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32.4 Notification of address and fax number

Promptly upon changing its address or fax number, the Agent shall notify the other Parties.

32.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

32.6 Electronic communication

(a) Any communication or document to be made or delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b) Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.

(c) Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

(d) Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5:00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e) Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 32.6.

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32.7 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33. CALCULATIONS AND CERTIFICATES

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document shall set out (in reasonable detail, provided that it shall not be required to disclose confidential or proprietary information) the basis of calculation of that rate or amount and is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3 Day count convention and interest calculation

(a) Any interest, commission or fee accruing under a Finance Document will accrue
from day to day and the amount of any such interest, commission or fee is
calculated:

(i) on the basis of the actual number of days elapsed and a year of 365 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and

(ii) subject to paragraph (b) below, without rounding.

(b) The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to 2 decimal places.

34. PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or

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enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

36. AMENDMENTS AND WAIVERS

36.1 Required consents

(a) Subject to Clause 36.2 (All Lender matters) and Clause 36.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.

36.2 All Lender matters

Subject to Clause 36.4 (Changes to reference rates), an amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:

(a) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(b) other than in accordance with Clause 5.6 (Extension Option), an extension to the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable (except pursuant to the operation of the margin ratchet set out in the definition of Margin);

(d) a change in currency of payment of any amount under the Finance Documents;

(e) an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility (other than in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option));

(f) a change to the Borrowers or Guarantors (other than in accordance with Clause 26 (Changes to the Obligors));

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(g) any provision which expressly requires the consent of all the Lenders;

(h) any Sanctions related definition in Clause 1.1 (Definitions), Clause 20.15 (Sanctions), Clause 23.12 (Sanctions) or Clause 24.3 (Sanctions);

(i) Clause 2.4 (Finance Parties' rights and obligations), Clause 5.1 (Delivery of a Utilisation Request), Clause 8.1 (Illegality), Clause 8.2 (Change of control), Clause 25 (Changes to the Lenders), Clause 26 (Changes to the Obligors), Clause 29 (Sharing Among the Finance Parties), this Clause 36, Clause 42 (Governing Law) or Clause 43.1 (Jurisdiction); or

(j) the nature or scope of the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnity),

shall not be made without the prior consent of all the Lenders.

36.3 Other exceptions

An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger (each in their capacity as such) may not be effected without the consent of the Agent or the Arranger, as the case may be.

36.4 Changes to reference rates

(a) Subject to Clause 36.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:

(i) providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and

(ii)

(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating

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any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.

(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 15 Business Days (or such longer time period in relation to any request which the Company and the Agent may agree) of that request being made:

(i) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(a) the Alternative Term Rate for any Quoted Tenor;

(b) the Primary Term Rate for any Quoted Tenor; or

"Published Rate Replacement Event" means, in relation to a Published Rate:

(a) the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders, and the Obligors materially changed;

(b)

(i)

(A) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

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(ii) the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii) the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued;

(iv) the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used;

(v) in the case of the Primary Term Rate for any Quoted Tenor for any Term Rate Currency, the supervisor of the administrator of that Primary Term Rate makes a public announcement or publishes information:

(A) stating that that Primary Term Rate for that Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

(B) with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication;

(c) the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors) temporary; or

(ii) that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the period specified as the "Published Rate Contingency Period" in the Reference Rate Terms relating to that Published Rate; or

(d) in the opinion of the Majority Lenders and the Obligors, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

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"Replacement Reference Rate" means a reference rate which is:

(a) formally designated, nominated or recommended as the replacement for a Published Rate by:

(i) the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above;

(b) in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or

36.5 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining:

(i) the Majority Lenders; or

(ii) whether:

(A) any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the relevant Facility/ies; or

(B) the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender's Commitment(s) under the relevant Facility/ies will be reduced by the amount of its Available Commitment under the relevant Facility/ies and to the extent that that reduction results in that Defaulting Lender's Commitment(s) being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.

(b) For the purposes of this Clause 36.5, the Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender;

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(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraph (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

36.6 Excluded Commitments

If any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within ten Business Days (unless the Company and the Agent agree to a longer time period in relation to any request) of that request being made:

(a) its Commitments shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

36.7 Replacement of a Defaulting Lender

(a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten Business Days' prior written notice to the Agent and such Lender:

(i) replace such Lender by requiring such Lender to (and to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; or

(ii) require such Lender to (and to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitments of the Lender,

to an Eligible Institution (a "Replacement Lender") which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:

(A) in an amount equal to the outstanding principal amount of such

Lender's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.11 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or

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(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 36.7 shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;

(iii) the transfer must take place no later than fifteen after the notice referred to in paragraph (a) above;

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

(c) The Defaulting Lender shall perform the checks described in paragraph (b )(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

37. CONFIDENTIAL INFORMATION

37.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 37.2 (Disclosure of Confidential Information) and Clause 37.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

37.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers,

directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the

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confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 27.15 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (i) or (ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation (except this paragraph does not permit the disclosure of any information under section 275(4) of the Australian PPSA unless section 275(7) of the Australian PPSA applies);

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes (except this paragraph does not permit the disclosure of any information under section 275(4) of the Australian PPSA unless section 275(7) of the Australian PPSA applies);

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.10 (Security over Lenders' rights);

(viii) who is a Party; or

(ix) with the consent of the Company;

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in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to paragraphs (b)(i), (b )(ii) and (b )(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (b )(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to paragraphs (b )(v), (b )(vi) and (b )(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b )(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

37.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

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(i) names of Obligors;

(ii) country of domicile of Obligors;

(iii) place of incorporation of Obligors;

(iv) date of this Agreement;

(v) Clause 42 (Governing Law);

(vi) the names of the Agent and the Arranger;

(vii) date of each amendment and restatement of this Agreement;

(viii) amounts of, and names of, the Facilities (and any tranches);

(ix) amount of Total Commitments;

(x) currencies of the Facilities;

(xi) type of Facilities;

(xii) ranking of Facilities;

(xiii) Termination Date for the Facilities;

(xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and

(xv) such other information agreed between such Finance Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents that none of the information set out in paragraphs (a )(i) to (a )(xv) above is, nor will at any time be, unpublished price- sensitive information.

(d) The Agent shall notify the Company and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

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(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

37.4 Entire agreement

This Clause 37 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

37.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

37.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b )(v) of Clause 37.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 37.

37.7 Continuing obligations

The obligations in this Clause 37 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.
38. CONFIDENTIALITY OF FUNDING RATES

38.1 Confidentiality and disclosure

(a) The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.

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(b) The Agent may disclose:

(i) any Funding Rate to the relevant Borrower pursuant to Clause 10.5 (Notifications); and

(ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender.

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (c) is informed in writing of its confidential nature and that it may be price- sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender.

38.2 Related obligations

(a) The Agent and each Obligor acknowledge that each Funding Rate is or may be price- sensitive information and that its use may be regulated or prohibited by

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applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 38.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 38.

38.3 No Event of Default

No Event of Default will occur under Clause 24.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 38.

39. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

40. U.S.A. PATRIOT ACT

Each Lender hereby notifies each Obligor that pursuant to the requirements of the U.S.A. Patriot Act, such Lender is required to obtain, verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor in accordance with the U.S.A. Patriot Act.

41. CONTRACTUAL RECOGNITION OF BAIL-IN

41.1 Bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

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(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

41.2 Definitions

In this Agreement:

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b) in relation to the United Kingdom, the UK Bail-In Legislation; and

(c) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"UK Bail-In Legislation" means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"Write-down and Conversion Powers" means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

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(b) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

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SECTION 12
GOVERNING LAW AND ENFORCEMENT

42. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

43. ENFORCEMENT

43.1 Jurisdiction

(a) Each of the Parties hereby submits to the exclusive jurisdiction of the courts of England to settle any dispute arising out of or in connection with the Finance Documents (including a dispute relating to the existence, validity or termination of a Finance Document or any non-contractual obligations arising out of or in connection with this Agreement) (a "Dispute").

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

43.2 Enforcement actions in Spain

(a) For the purposes of article 572 of the Spanish Civil Procedural Law (Ley de Enjuiciamiento Civil), the Parties expressly agree that upon the occurrence of an Event of Default, the Agent (and/or any Finance Party) will calculate the amount due following its accounting provisions (based on the total aggregate amount of the balance of the accounts maintained by the Agent (or the relevant Finance Party, as the case may be)) and it will issue the relevant certificate (which will be upheld valid in a Court and shall produce all legal effects) detailing the total due amount as of the date of its issuance. For the purposes of Articles 571 et seq. of the Spanish Civil Procedural Law (Ley de Enjuiciamiento Civil), the Parties expressly agree that such balances shall be considered as due, liquid and payable and may be claimed pursuant to the same provisions of such law.

(b) For any enforcement actions in Spain the submission of a "copia autorizada" or "testimonio con carácter ejecutivo" of this Agreement, together with the certificate referred to in article 517.2.5 of the Spanish Civil Procedural Law (Ley de Enjuiciamiento Civil), should this be the case, and the submission of another certificate issued by an authorised representative of the Agent (and/or the relevant Finance Party) establishing the due amount by the Obligors hereunder, in which the Notary witnessing such certificate, at the Agent's (and/or the relevant Finance Party's) request, will certify that the said balance coincides with that set out in the Agent's (and/or the relevant Finance Party's) accounts

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referred to in Clause 33.1 (Accounts) and that the settlement of the due amount has been made in the manner agreed by the Parties in this Agreement.

43.3 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(a) irrevocably appoints Just Eat Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

43.4 WAIVER OF JURY TRIAL

EACH OF THE PARTIES TO THIS AGREEMENT AGREES TO WAIVE IRREVOCABLY ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN THIS AGREEMENT. This waiver is intended to apply to all Disputes. Each party acknowledges that (a) this waiver is a material inducement to enter into this Agreement, (b) it has already relied on this waiver in entering into this Agreement and (c) it will continue to rely on this waiver in future dealings. Each party represents that it has reviewed this waiver with its legal advisers and that it knowingly and voluntarily waives its jury trial rights after consultation with its legal advisers. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1
THE ORIGINAL PARTIES

PART I
THE ORIGINAL OBLIGORS

Name of Original Borrower	Registration number (or equivalent, if any)	Original Jurisdiction
Takeaway.com Group B.V.	64441725	The Netherlands
Just Eat Holding Limited	05438939	England and Wales
Just Eat Limited	06947854	England and Wales

Name of Original Guarantor	Registration number (or equivalent, if any)	Original Jurisdiction
Just Eat Takeaway.com N.V.	08142836	The Netherlands
Just Eat Holding Limited	05438939	England and Wales
Just Eat Limited	06947854	England and Wales
Just Eat.co.uk Limited	04656315	England and Wales
Just-Eat Ireland Limited	457475	Ireland
Menulog Pty Ltd	ACN 120 943 615	Australia
SkipTheDishes Restaurant Services Inc	11160745	Canada
Takeaway.com Group B.V.	64441725	The Netherlands
Takeaway.com European Operations B.V.	69769753	The Netherlands
yd.yourdelivery GmbH	HRB 118099 (local court (Amtsgericht) of Berlin (Charlottenburg))	Germany

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[***]

PART II
THE ORIGINAL LENDERS

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SCHEDULE 2
CONDITIONS PRECEDENT

PART I
CONDITIONS PRECEDENT TO INITIAL UTILISATION

[Note: the following conditions precedent were satisfied prior to the first Utilisation. The conditions precedent to the Amendment and Restatement Agreement are set out in that

agreement.]

1. Original Obligors

(a) A copy of the constitutional documents of each Original Obligor which shall, in respect of any Original Obligor with an Original Jurisdiction of:

(i) Denmark, mean a copy of the articles of association (in Danish: vedtægter) and an online transcript from the Danish Business Authority
(in Danish: fuldstændig rapport fra Erhvervsstyrelsen) shall be provided in connection with this paragraph (a); or

(ii) Spain, mean: (a) its deed of incorporation and (b) an up-to-date excerpt (certificación literal) from the relevant Commercial Registry in respect of such Spanish Obligor including, in particular, reference to (i) its valid incorporation and existence; (ii) the current composition of its governing body; (iii) that the company´s registry records (hoja registral) is not closed; (iv) that no decision for its dissolution, liquidation or insolvency has been registered and (v) containing the up to date by-laws);

(iii) Luxembourg, mean:

(A) a copy of the articles of association (statuts) of such Obligor;

(B) an excerpt (extrait) from the Luxembourg Register of Commerce and Companies in respect of such Obligor dated on the date of this Agreement and certified by an authorised signatory of such Obligor;

(C) a certificate (certificat de non-inscription d'une décision judiciaire) from the Luxembourg Register of Commerce and Companies in respect of such Obligor dated on the date of this Agreement and stating that no judicial decision has been registered with the Luxembourg Register of Commerce and Companies by application of article 13, items 2 to 12 and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies and certified by an authorised signatory of such Obligor; and

(D) a certificate signed by a manager of the Luxembourg Obligor certifying that (A) it is not subject to bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors

187

(concordat préventif de faillite) or voluntary or judicial liquidation (liquidation volontaire ou judiciaire) proceedings,

(E) it is not in a state of cessation of payments (cessation de payments) and has not lost its commercial creditworthiness (ébranlement de credit), (C) no application has been made by it or, as far as it is aware, by any other entitled person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any insolvency or similar proceedings, and (D) to the best of its knowledge, no petition for the opening of such proceedings has been presented by it or by any other person entitled to do so.

(b) A copy of a resolution (or, in the case of an Australian Obligor, an extract thereof) of the board of directors or managers of each Original Obligor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv) in the case of an Obligor other than the Company, authorising the Company to act as its agent in connection with the Finance Documents.

(d) A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor (other than (i) the Company, and (ii) any Obligor incorporated in Australia, Denmark or Luxembourg), approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Guarantor is a party.

(e) A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(f) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

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(g) In respect of each Irish Obligor, a certificate (signed by a director) certifying certain factual information about that Irish Obligor including confirmations in respect of Section 239 and 82 of the Irish Companies Act.

(h) In respect of each Australian Obligor, a certificate (signed by a director) certifying that:

(i) there will be no contravention of, and neither is it prohibited by, Chapter 2E of the Australian Corporations Act or any other provision of the Australian Corporations Act from entering into and delivering the Finance Documents to which it is a party and the performance of any of its obligations under those documents;

(ii) it is solvent and there are no reasonable grounds to suspect that it will become insolvent by entering into and complying with its obligations under the Finance Documents; and

(iii) borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Australian Obligor to be exceeded.

2. Finance Documents

(a) A duly executed copy of this Agreement.

(b) A duly executed copy of each Fee Letter.

3. Legal opinions

(a) A legal opinion of Clifford Chance LLP, legal advisers to the Arranger and the Agent in England, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(b) A legal opinion of Clifford Chance SCS, legal advisers to the Arranger and the Agent in Luxembourg, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(c) A legal opinion of Clifford Chance, legal advisers to the Arranger and the Agent in Australia, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(d) A legal opinion of Arthur Cox, legal advisers to the Arranger and the Agent in Ireland, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(e) A legal opinion of Gorrissen Federspiel Advokatpartnerselskab, legal advisers to the Arranger and the Agent in Denmark substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(f) A legal opinion of Ogier, legal advisers to the Company in Luxembourg substantially in the form distributed to the Original Lenders prior to signing this Agreement.

189

(g) A capacity legal opinion of LaBarge Weinstein LLP, legal advisers to the Company in Canada substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(h) A capacity legal opinion of Cuatrecasas, Gonçalves Pereira S.L.P., legal advisers to the Company in Spain substantially in the form distributed to the Original Lenders prior to signing this Agreement.

4. Other documents and evidence

(a) A certified copy of the Group Structure Chart.

(b) A Compliance Certificate confirming:

(i) that the Company is in compliance with Clause 23.8 (Guarantors); and

(ii) the list of Material Subsidiaries as at the date of the Agreement.

(c) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(d) Evidence that all amounts outstanding under the existing facilities (being the revolving credit facilities provided pursuant to a revolving credit facilities agreement originally dated 13 March 2015 (as amended and restated on 16 December 2016) and entered into between, among others, the Company and Barclays Bank PLC as agent) have been, or will simultaneously with first Utilisation be, repaid in full and irrevocably cancelled and that any related Security and guarantees will be released and discharged on or before the first Utilisation Date.

(e) The copy of the Original Financial Statements of the Company.

(f) Any document requested by an Original Lender in respect of its "know your customer" or similar procedures in respect of the Original Obligors.

(g) Evidence that the fees, costs and expenses then due from the Company or any Borrower pursuant to Clause 13 (Fees) and Clause 18 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

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PART II
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN

ADDITIONAL OBLIGOR

1. An Accession Letter, duly executed by the Additional Obligor and the Company.

2. A copy of the constitutional documents of the Additional Obligor (including, in relation to an Additional Obligor incorporated or established in Spain, its deed of incorporation and an up-to-date excerpt (certificación literal) from the relevant Commercial Registry in respect of such Additional Obligor including, in particular, reference to (i) its valid incorporation and existence; (ii) the current composition of its governing body; (iii) that the company´s registry records (hoja registral) is not closed; (i) that no decision for its dissolution, liquidation or insolvency has been registered and (v) containing the up to date by-laws and, in relation to an Additional Obligor incorporated or established in The Netherlands, (i) a copy of the articles of association (statuten) and deed of incorporation (oprichtingsakte) of the Additional Obligor, as well as an extract (uittreksel) from the Dutch Commercial Register (Handelsregister) of such Additional Obligor).

3. A copy of a good standing certificate with respect to each Additional Obligor whose jurisdiction of organization is a state of the U.S. or the District of Columbia, issued as of a recent date by the Secretary of State or other appropriate official of such Additional Obligor's jurisdiction of incorporation or organisation.

4. A copy of a resolution (or extract resolution) of the board of directors of the Additional Obligor (or, in relation to an Additional Obligor incorporated or established in Germany, a copy of a resolution signed by all the holders of the issued shares (Gesellschafterbeschluss) of such Additional Obligor and/or, if applicable, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of such Additional Obligor):

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

6. If required under applicable law, or reasonably requested by the Agent for the purpose of delivering a legal opinion pursuant to paragraph 15 or 16 below, a copy of a resolution of the board of supervisory directors of the Additional Obligor approving the terms of the resolutions referred to under 3 above.

191

7. If required under applicable law, or reasonably requested by the Agent for the purpose of delivering a legal opinion pursuant to paragraph 15 or 16 below, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, (other than any U.S. Obligor) approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

8. A certificate of the Additional Obligor (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

9. In respect of any Additional Obligor with an Original Jurisdiction of Ireland, a certificate (signed by a director) certifying certain factual information about that Irish Obligor including confirmations in respect of Section 239 and 82 of the Irish Companies Act.

10. In the case of any Additional Obligor which constitutes an Australian Obligor, a certificate of a director of that Additional Obligor confirming that:

(a) there will be no contravention of, and neither is it prohibited by, Chapter 2E or 2J of the Australian Corporations Act or any other provision of the Australian Corporations Act from entering into and delivering the Finance Documents to which it is a party and the performance of any of its obligations under those documents; and

(b) it is solvent and there are no reasonable grounds to suspect that it will become insolvent by entering into and complying with its obligations under the Finance Documents.

11. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

12. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

13. If available, the latest audited financial statements of the Additional Obligor.

14. In each case to the extent applicable:

(a) written confirmation from the relevant managing directors that no Additional Obligor has, nor is it in the process of establishing, a works' council (including, in The Netherlands, an ondernemingsraad) as at the date no earlier than the date of the accession; or

(b) if the Group has a works' council (including, in The Netherlands, an ondernemingsraad) or central or European works' council with jurisdiction over that Additional Obligor or the transactions contemplated by the Finance Documents, a copy of:

192

(i) the relevant request for advice from each such works' council and the

applicable advice providing evidence of the necessary action to authorise the Additional Obligor in respect of the Finance Documents; or

(ii) a notice in writing from the works' council confirming that it does not

have a right of advice in respect of the relevant Additional Obligor's entry into the Finance Documents.

15. A legal opinion of Clifford Chance LLP, legal advisers to the Arranger and the Agent in England.

16. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated.

17. In respect of the accession of the Grubhub Entities pursuant to Clause 23.15 (Conditions subsequent) only, evidence of compliance with the requirements of Clause 23.8 (Guarantors) pro forma for the acquisition of the Grubhub Entities.

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SCHEDULE 3
UTILISATION REQUEST

From:	[name of relevant Borrower]
To:	[•] as Agent
Dated:

Just Eat Takeway.com N.V.– £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[ ] (or, if that is not a Business Day, the next Business Day)
Borrower:	[ ]
Facility to be utilised:	[Facility A1]/[Facility A2]
Currency of Loan:	[ ]
Amount:	[ ] or, if less, the Available Facility
Interest Period:	[ ]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request.

4. This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Loan].

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for and on behalf of [name of relevant Borrower]

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SCHEDULE 4
FORM OF TRANSFER CERTIFICATE

To:	[•] as Agent
From:	[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")
Dated:

Just Eat Takeway.com N.V.– £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 25.6 (Procedure for transfer) of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 25.6 (Procedure for transfer) of the Agreement, all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in Loans under the Agreement as specified in the Schedule.

(b) The proposed Transfer Date is [ ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) of the Agreement are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 25.5 (Limitation of responsibility of Existing Lenders) of the Agreement.

4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) in respect of a UK Borrower:

(i) [a UK Qualifying Lender (other than a UK Treaty Lender);]

(ii) [a UK Treaty Lender;]

(iii) [not a UK Qualifying Lender]; and

(b) in respect of a Dutch Borrower:

(i) [a Dutch Qualifying Lender (other than a Dutch Treaty Lender);]

(ii) [a Dutch Treaty Lender;]

195

(iii) [not a Dutch Qualifying Lender].*

5. The New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law as provided for in paragraph (c) of Clause 27.1 (Appointment of the Agent) of the Agreement.

6. [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes; or

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

7. [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport
scheme (reference number [ ]), and is tax resident in [ ] ***, so that interest payable to
it by a UK Borrower is generally subject to full exemption from United Kingdom
withholding tax, and requests that the Company notify:

(a) each Borrower which is a Party as a Borrower as at the Transfer Date; and

(b) each Additional Borrower which becomes an Additional Borrower after the Transfer Date that it wishes that scheme to apply to the Agreement.]****

[5/6]. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

[6/7]. This Transfer Certificate [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

[7/8] This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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THE SCHEDULE
Commitment(s)/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for

payments,]

For and on behalf of	For and on behalf of
[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].

For and on behalf of [Agent]

By:

NOTES:

*	Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.
**	Include if New Lender comes within paragraph [(a)(ii)/(b)(ii)] of the definition of UK Domestic Lender in Clause 14.1 (Definitions).
***	Insert jurisdiction of tax residence.
****	Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.

197

SCHEDULE 5
FORM OF ASSIGNMENT AGREEMENT

To:	[•] as Agent and Just Eat Takeway.com N.V. as Company, for and on behalf of each Obligor
From:	[the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")
Dated:

Just Eat Takeway.com N.V.- £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2. We refer to Clause 25.7 (Procedure for assignment) of the Agreement:

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in Loans under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in Loans under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [ ].

4. On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) of the Agreement are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 25.5 (Limitation of responsibility of Existing Lenders) of the Agreement.

7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) in respect of a UK Borrower:

(i) [a UK Qualifying Lender (other than a UK Treaty Lender);]

198

(ii) [a UK Treaty Lender;]

(iii) [not a UK Qualifying Lender]; and

(b) in respect of a Dutch Borrower:

(i) [a Dutch Qualifying Lender (other than a Dutch Treaty Lender);]

(ii) [a Dutch Treaty Lender;]

8. The New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law as provided for in paragraph (c) of Clause 27.1 (Appointment of the Agent).

9. [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes; or

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

10. [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]), and is tax resident in [ ]***, so that interest payable to it by a UK Borrower is generally subject to full exemption from United Kingdom withholding tax, and requests that the Company notify:

(a) each Borrower which is a Party as a Borrower as at the Transfer Date; and

(b) each Additional Borrower which becomes an Additional Borrower after the Transfer Date

that it wishes that scheme to apply to the Agreement.]****

199

[8/9]. This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 25.8 (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation or Accordion Increase Confirmation to Company), to the Company (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

[9/10]. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

[10/11]. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

[11/12]. This Assignment Agreement has been entered into on the date stated at the beginning
of this Assignment Agreement.

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THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

For and on behalf of			For and on behalf of
[Existing Lender]			[New Lender]
By:			By:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [
].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent
of receipt of notice of the assignment referred to herein, which notice the Agent receives on
behalf of each Finance Party.

For and on behalf of

[Agent]

By:

NOTES:

* Delete as applicable - each New Lender is required to confirm which of these three categories it falls within.

** Include only if New Lender is a UK Non-Bank Lender - i.e. falls within paragraph [(a)(ii)/(b)(ii)] of the definition of UK Domestic Lender in Clause 14.1 (Definitions).

*** Insert jurisdiction of tax residence.

**** Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.

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	SCHEDULE 6
	FORM OF ACCESSION LETTER

To:	[•] as Agent
From:	[Entity] and Just Eat Takeway.com N.V.
Dated:

Just Eat Takeway.com N.V. - £[•] and €[•] Facilities Agreement dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1.	We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.
2.	[Entity] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an Additional [Borrower]/[Guarantor] pursuant to [Clause 26.2 (Additional Borrowers)]/[Clause 26.4 (Additional Guarantors)] of the Agreement. [Entity] is a company duly incorporated under the laws of [name of relevant jurisdiction]. 1
3.	[The Company confirms that no Default is continuing or would occur as a result of [Subsidiary] becoming an Additional Borrower.]2
4.	[Entity's] administrative details are as follows: Address: Fax No:
	Attention:
5.	This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.
	This Accession Letter is entered into by deed.

For and on behalf of

Just Eat Takeway.com N.V.

By:

For and on behalf of

[Entity]

By:

1 1 Limitation language to be included in the case of an Additional Borrower with an Original Jurisdiction of France.

2 Include in the case of an Additional Borrower.

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	SCHEDULE 7
	FORM OF RESIGNATION LETTER

To:	[•] as Agent
From:	[resigning Obligor] and Just Eat Takeway.com N.V.
Dated:

Just Eat Takeway.com N.V.- £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1.	We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
2.	Pursuant to [Clause 26.3 (Resignation of a Borrower)]/[Clause 26.6 (Resignation of a Guarantor)] of the Agreement, we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.
3.	We confirm that:
	(a)	no Default is continuing or would result from the acceptance of this request; and
	(b)	[ ]*
4.	This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

For and on behalf of

Just Eat Takeway.com N.V.

By:

For and on behalf of

[Subsidiary]

By:

NOTES:

* Insert any other conditions required by the Agreement.

203

SCHEDULE 8

FORM OF COMPLIANCE CERTIFICATE

To:	[•] as Agent
From:	Just Eat Takeway.com N.V.
Dated:

Just Eat Takeway.com N.V. – £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1.	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
2.	[We confirm that the Covenant Holiday Period ended on [•].]*
3.	[We confirm that as at [the relevant testing date]:]

	[We confirm that the Company is in compliance with Clause 22.2 (Financial Condition) of the Agreement, provided that references to "Relevant Period" in such clause shall be deemed to be the period of twelve months ending on the most recent Test Date to occur prior to the last day of the Covenant Holiday Period and as at the most recent Test Date to occur prior to the last day of the Covenant Holiday Period:]*
	(a)	he Leverage Ratio is [•];
	(b)	the Interest Cover Ratio is [•]; and
	(c)	the applicable Margin for the next Interest Period is [•].
4.	We set out below calculations establishing the figures in paragraph 3(a) to (c) above.
5.	We confirm that:
	(a)	the Company is in compliance with Clause 23.8 (Guarantors) of the Agreement [provided that references to "Guarantor Cover Test Date" in such clause shall be deemed to be the last day of the Covenant Holiday Period]*; and
	(b)	the following companies constitute Material Subsidiaries for the purpose of the Agreement:
	[Material Subsidiaries to be included]
6.	[The Company, for itself and in its capacity as Obligor's Agent, on behalf of each Obligor, confirms that with effect from (and including) the first day after the end of the Covenant Holiday Period it and each Guarantor is bound as a Guarantor to the terms of the Agreement and the guarantee and indemnity provided by it pursuant to Clause 19 (Guarantee and Indemnity) of the Agreement continue in full force and effect, in each case subject to any limitations set out therein.]*
7.	[We confirm that no Default is continuing.]**

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Signed:
Director of Company	Director of Company

Chief Financial Officer of Company

NOTES:

*	For inclusion only where the Compliance Certificate is being delivered with the first Utilisation Request following the end of the Covenant Holiday Period in accordance with paragraph (b) of Clause 5.1 (Delivery of a Utilisation Request).
**	If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

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SCHEDULE 9

TIMETABLES

	Loans in USD and euro	Loans in sterling	Loans in other currencies
Agent notifies the Company if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies)	-	-	U-4
Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	U-3 9.30 am	U1 9.30 am	U-3 9.30 am
Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders' participation) and notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation)	U-3 Noon	U-1 Noon	U-3 Noon
Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation)	U-3 3.00 pm	U-1 3.00 pm	U-3 3.00 pm
Agent receives a notification from a Lender under Clause 6.2 (Unavailability of a currency)	Quotation Day 10.00 am	Quotation Day 10.00 am	Quotation Day 10.00 am
Agent gives notice in accordance with Clause 6.2 (Unavailability of a currency)	Quotation Day 10.30 am	Quotation Day 10.30 am	Quotation Day 10.30 am

"U"	= date of utilisation
"U - X"	= Business Days prior to date of utilisation

206

SCHEDULE 10

FORM OF INCREASE CONFIRMATION

To:	[•] as Agent, and Just Eat Takeway.com N.V. as Company, for and on behalf of each Obligor
From:	[the Increase Lender] (the "Increase Lender") Dated:

Just Eat Takeway.com N.V.- £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")


1.	We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.
2.	We refer to Clause 2.2 (Increase) of the Agreement.
3.	The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment(s) specified in the Schedule (the "Relevant Commitment(s)") as if it had been an Original Lender under the Agreement in respect of the Relevant Commitment(s).
4.	The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment(s) is to take effect (the "Increase Date") is [•].
5.	On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.
6.	The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 32.2 (Addresses) of the Agreement are set out in the Schedule.
7.	The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in paragraph (i) of Clause 2.2 (Increase) of the Agreement.
.8.	The Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)	in respect of a UK Borrower:
	(i)	[a UK Qualifying Lender (other than a UK Treaty Lender);]
	(ii)	[a UK Treaty Lender;]
	(iii)	[not a UK Qualifying Lender]; and
(b)	in respect of a Dutch Borrower:
	(i)	[a Dutch Qualifying Lender (other than a Dutch Treaty Lender);]
	(ii)	[a Dutch Treaty Lender;]
(c)	[not a Dutch Qualifying Lender].

207

9.	The Increase Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law as provided for in paragraph (c) of Clause 27.1 (Appointment of the Agent) of the Agreement.
10.	[The Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
	(a)	a company resident in the United Kingdom for United Kingdom tax purposes;
	(b)	a partnership each member of which is:
		(i)	a company so resident in the United Kingdom; or
		(ii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
	(c)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]4
	[The Increase Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [•]) and is tax resident in [•]*, so that interest payable to it by a UK Borrower is generally subject to full exemption from United Kingdom withholding tax and requests that the Company notify:
	(a)	each Borrower which is a Party as a Borrower as at the Increase Date; and
	(b)	each Additional Borrower which becomes an Additional Borrower after the Increase Date, that it wishes the scheme to apply to the Agreement.]**
[10/11.]	This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.
[11/12.]	This Increase Confirmation [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.


3	Delete as applicable - each Increase Lender is required to confirm which of these three categories it falls within.
4	Include only if Increase Lender is a UK Non-Bank Lender i.e. falls within paragraph [(a)(ii)/(b)(ii)] of the definition of UK Domestic Lender in Clause 14.1 (Definitions).

208

[12/13]. This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

NOTES

* Insert jurisdiction of tax residence.

** This confirmation must be included if the Increase Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.

209

	THE SCHEDULE
Relevant Commitment(s)/rights and obligations to be assumed by the Increase Lender
	[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments]
[Increase Lender]
By:
This Increase Confirmation is accepted as an Increase Confirmation for the purpose of the Agreement by the Agent and the Increase Date is confirmed as [•].
Agent
By:

210

SCHEDULE 11

FORM OF ACCORDION INCREASE REQUEST

From:	Just Eat Takeway.com N.V. as Company, for and on behalf of each Obligor
To:	[•] as Agent
Dated:

Just Eat Takeway.com N.V.— £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1.	We refer to the Agreement. This is an Accordion Increase Request. Terms defined in the Agreement have the same meaning in this Accordion Increase Request unless given a different meaning in this Accordion Increase Request.
2.	We wish to request an increase of [the Total Facility A1 Commitments] [and] [the Total Facility A2 Commitments] on the following terms:
	Proposed Accordion Increase Date: [ ] (or, if that is not a Business Day, the next Business Day)
	Accordion Increase Amount: [ ]
	[Total Facility A1 Commitments] [and] [Total Facility A2 Commitments] following increase: [ ]
3.	The Accordion Increase Amount will be met by the following Accordion Increase Lenders increasing their Commitment(s) and/or acceding to the Agreement in respect of the Commitment(s) (as applicable) set out below:

Accordion	[Current Facility A1	[Current	[Facility A1	[Facility A2
Increase Lender	Commitment (if applicable)]	Facility A2 Commitment (if applicable)]	Commitment after increase]	Commitment after increase]
[ ]	[ ]	[ ]	[ ]	[ ]
[ ]	[ ]	[ ]	[ ]	[ ]

4. This Accordion Increase Request is irrevocable.

Yours faithfully

…………………………………

Authorised signatory for Just Eat Takeway.com N.V.

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SCHEDULE 12

FORM OF ACCORDION INCREASE CONFIRMATION

To:	[•] as Agent and Just Eat Takeway.com N.V. as Company, for and on behalf of each Obligor
From:	[the Accordion Increase Lender] (the "Accordion Increase Lender")
Dated:

Just Eat Takeway.com N.V. — £[•] and €[•] Facilities Agreement originally dated 2 November 2017 (as amended and/or restated from time to time) (the "Agreement")

1.	We refer to the Agreement. This is an Accordion Increase Confirmation. Terms defined in the Agreement have the same meaning in this Accordion Increase Confirmation unless given a different meaning in this Accordion Increase Confirmation.
2.	We refer to Clause 2.3 (Accordion Option) of the Agreement.
3.	The Accordion Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment(s) specified in the Schedule (the "Relevant Commitment(s)") as if it was an Original Lender under the Agreement in respect of that Relevant Commitment(s).
4.	The proposed date on which the increase in relation to the Accordion Increase Lender and the Relevant Commitment(s) is to take effect (the "Accordion Increase Date") is [•].
5.	[On the Accordion Increase Date, the Accordion Increase Lender becomes party to the Finance Documents as a Lender.]
6.	[The Facility Office and address, fax number and attention details for notices to the Accordion Increase Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.]
7.	The Accordion Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in paragraph (l) Clause 2.3 (Accordion Option) of the Agreement.
8.	[The Accordion Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:
	(a)	in respect of a UK Borrower:
		(i)	[a UK Qualifying Lender (other than a UK Treaty Lender);]
		(ii)	[a UK Treaty Lender;]
		(iii)	[not a UK Qualifying Lender]; and
	(b) in respect of a Dutch Borrower:
		(i)	[a Dutch Qualifying Lender (other than a Dutch Treaty Lender);]
		(ii)	[a Dutch Treaty Lender;]
		(iii)	[not a Dutch Qualifying Lender].5

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9.	[The Accordion Increase Lender confirms that it is a Passported Lender (reference number [ ]) and is tax resident in [ ]6, so that interest payable to it by a UK Borrower is generally subject to full exemption from United Kingdom withholding tax, and requests that the Company notify:
	(a)	each Borrower which is a Party as a Borrower as at the Accordion Increase Date; and
	(b)	each Additional Borrower which becomes an Additional Borrower after the Accordion Increase Date, that it wishes the Passport Scheme to apply to the Agreement.]7
10.	Each Accordion Increase Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law as provided for in paragraph (c) of Clause 27.1 (Appointment of the Agent) of the Agreement.
11.	[The Accordion Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:
	(a)	a company resident in the United Kingdom for United Kingdom tax purposes; or
	(b)	a partnership each member of which is:
		(i)	a company so resident in the United Kingdom; or
		(ii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or
		(iii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in


5	Delete as applicable - each Accordion Increase Lender is required to confirm which of these three categories it falls within.
6	Insert jurisdiction of tax residence.
7	Include if Accordion Increase Lender holds a passport under the DTTP Scheme and wishes that scheme to apply to the Agreement computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]8

213

12.	This Accordion Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Accordion Increase Confirmation.
13.	This Accordion Increase Confirmation and any non-contractual obligations arising out of or in connection with this Accordion Increase Confirmation are governed by English law.
14.	This Accordion Increase Confirmation has been entered into on the date stated at the beginning of this Accordion Increase Confirmation.

THE SCHEDULE

Relevant Commitment(s)/rights and obligations to be assumed by the Accordion

Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for

payments]

[Accordion Increase Lender]

By:

This Accordion Increase Confirmation is accepted as an Accordion Increase Confirmation for the purposes of the Agreement by the Agent and the Accordion Increase Date is confirmed as [•].

[Agent]

By:


8	Include only if the Accordion Increase Lender is a UK Non Bank Lender within paragraph [(a)(ii)/(b)(ii)] of the definition of UK Domestic Lender in Clause 14.1 (Definitions).

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	SCHEDULE 13 REFERENCE RATE TERMS
	PART I DOLLARS

CURRENCY:

Dollars.

Cost of funds as a fallback

Cost of funds will apply as a fallback.

Definitions

Additional Business Days:

An RFR Banking Day.

Baseline CAS:	Length of Interest Period	Applicable CAS	Baseline
	One Month or less	0.11448%
	Greater than one Month but less than or equal to two Months	0.18456%
	Greater than two Months but less than or equal to three Months	0.26161%
	Greater than three Months but less than or equal to six Months	0.42826%
Break Costs:	None specified.

Business Day Conventions
(definition of "Month" and Clause 11.2 (Non-Business Days)):

(a)

If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:

(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

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		(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
		(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Central Bank Rate:		(a) The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or
		(b) If that target is not a single figure, the arithmetic mean of:
		(i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and
		(ii) the lower bound of that target range.
Central Bank Rate Adjustment:		means in relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.
Central Bank Rate Spread:		means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between:

216

		(a) the RFR for that RFR Banking Day; and
		(b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.
Daily Rate:		The "Daily Rate" for any RFR Banking Day is:
		(a) the RFR for that RFR Banking Day; or
		(b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:
		(i) the Central Bank Rate for that RFR Banking Day; and
		(ii) the applicable Central Bank Rate Adjustment; or
		(c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:
		(i) the most recent Central Bank Rate for a day which is no more than 5 RFR Banking Days before that RFR Banking Day; and
		(ii) the applicable Central Bank Rate Adjustment,
		rounded, in either case, to five decimal places and if, in either case, the aggregate of that rate and the applicable Baseline CAS is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Baseline CAS is zero.
Lookback Period:		Five RFR Banking Days.
Market Disruption Rate:		The percentage rate per annum which is the aggregate of:
		(a) the Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and
		(b) the applicable Baseline CAS (if any).
Relevant Market:		The market for overnight cash borrowing collateralised by US Government securities.

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Reporting Day:		The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.
RFR:		The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).
RFR Banking Day:		Any day other than:
		(a) a Saturday or Sunday; and
		(b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities
Published Rate Contingency Period:		30 days
Interest Periods
Periods capable of selection as Interest Periods (paragraph (b) of Clause 11.1 (Selection of Interest Periods)):		One, two, three or six Months
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption)		Close of business in London on the Reporting Day for the relevant Loan.
Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds)		Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

218

PART II
STERLING

CURRENCY:	Sterling.
Cost of funds as a fallback
Cost of funds will apply as a fallback.
Definitions
Additional Business Days:	An RFR Banking Day.
Baseline CAS:	Length of Interest Period	Applicable CAS	Baseline
	One Month or less	0.0326%
	Greater than one Month but less than or equal to two Months	0.0633%
	Greater than two Months but less than or equal to three Months	0.1193%
	Greater than three Months but less than or equal to six Months	0.2766%
Break Costs:	None specified
Business Day Conventions (definition of "Month" and Clause 11.2 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(iii) if an Interest Period begins on the last Business Day of a calendar month, that

219

		Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
		(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Central Bank Rate:		The Bank of England's Bank Rate as published by the Bank of England from time to time.
Central Bank Rate Adjustment:		means in relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.
Central Bank Rate Spread:		means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between:
		(a) the RFR for that RFR Banking Day; and
		(b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.
Daily Rate:		The "Daily Rate" for any RFR Banking Day is:
		(a) the RFR for that RFR Banking Day; or
		(b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:
		(i) the Central Bank Rate for that RFR Banking Day; and
		(ii) the applicable Central Bank Rate Adjustment; or
		(c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:
		(i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and

220

		(ii) the applicable Central Bank Rate Adjustment, rounded, in either case, to four decimal places and if, in either case, the aggregate of that rate and the applicable Baseline CAS is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Baseline CAS is zero.
Lookback Period:		Five RFR Banking Days.
Market Disruption Rate:		The percentage rate per annum which is the aggregate of:
		(a) the Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and
		(b) the applicable Baseline CAS (if any).
Relevant Market:		The sterling wholesale market.
Reporting Day:		The day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately following Business Day.
RFR:		The SONIA (sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.
RFR Banking Day:		A day (other than a Saturday or Sunday) on which banks are open for general business in London.
Published Rate Contingency Period:		30 days
Interest Periods
		One, two, three or six Months
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption)		Close of business in London on the Reporting Day for the relevant Loan.

221

Deadline for Lenders to report their

cost of funds in accordance with Clause 12.4 (Cost of funds)

Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

222

PART II
SWISS FRANCS

CURRENCY:

Swiss francs.

Cost of funds as a fallback

Cost of funds will apply as a fallback.

Definitions

Additional Business Days:

An RFR Banking Day.

Baseline CAS:	Length of Interest Period	Applicable Baseline CAS
	One Month or less	-0.0571%
	Greater than one Month but less than or equal to two Months	-0.0231%
	Greater than two Months but less than or equal to three Months	0.0031%
	Greater than three Months but less than or equal to six Months	0.0741%
Break Costs:	None specified.

Business Day Conventions (definition of "Month" and Clause 11.2 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(iii) if an Interest Period begins on the last Business Day of a calendar month, that

223

	Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
	(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Central Bank Rate:	The policy rate of the Swiss National Bank as published by the Swiss National Bank from time to time.
Central Bank Rate Adjustment:	means in relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.
Central Bank Rate Spread:	means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between:
	(a) the RFR for that RFR Banking Day; and
	(b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.
Daily Rate:	The "Daily Rate" for any RFR Banking Day is:
	(a) the RFR for that RFR Banking Day; or
	(b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:
	(i) the Central Bank Rate for that RFR Banking Day; and
	(ii) the applicable Central Bank Rate Adjustment; or
	(c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:
	(i) the most recent Central Bank Rate for a day which is no more than five RFR

224

	Banking Days before that RFR Banking Day; and
	(ii) the applicable Central Bank Rate Adjustment, rounded, in either case, to six decimal places and if, in either case, the aggregate of that rate and the applicable Baseline CAS is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Baseline CAS is zero.
Lookback Period:	Five RFR Banking Days.
Market Disruption Rate:	The percentage rate per annum which is the aggregate of:
	(a) the Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and
	(b) the applicable Baseline CAS (if any).
Relevant Market:	The Swiss francs overnight repo market.
Reporting Day:	The day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately following Business Day.
RFR:	The SARON (Swiss Average Rate Overnight) reference rate administered by SIX (or any other person which takes over the administration of that rate) as at the close of trading on the SIX Swiss Exchange on the relevant day displayed on page SARON.S of the Thomson Reuters screen under the heading CLSFIX.
RFR Banking Day:	A day (other than a Saturday or Sunday) on which banks are open for the settlement of payments and foreign exchange transactions in Zurich.
Published Rate Contingency Period:	30 days
Interest Periods
Periods capable of selection as Interest Periods (paragraph (b) of Clause 11.1 (Selection of Interest Periods)):	One, two, three or six Months.

225

Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption)	Close of business in London on the Reporting Day for the relevant Loan.
Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds)	Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

226

PART IV
EURO

CURRENCY AND CATEGORY OF LOAN/UNPAID SUM/ACCRUAL: Euro

Rate Switch Currency

Euro is not a Rate Switch Currency.

Compounded Reference Rate as a fallback

Compounded Reference Rate will not apply as a fallback.

Cost of funds as a fallback

Cost of funds will apply as a fallback.

Definitions

Additional Business Days:	A TARGET Day.
Alternative Term Rate:	None specified.
Alternative Term Rate Adjustment:	None specified.

Break Costs:	The amount (if any) by which:
	(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the relevant Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
	exceeds:
	(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
Business Day Conventions (definition of "Month" and Clause 11.2 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:

227

	(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
	(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Fallback Interest Period:	One week.
Market Disruption Rate:	The Term Reference Rate.
Primary Term Rate:	The euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen.
Quotation Day:	Two TARGET Days before the first day of the relevant Interest Period (unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)).

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Quotation Time:	Quotation Day 11:00 a.m. (Brussels time).
Relevant Market:	The European interbank market.
Reporting Day:	The Quotation Day.
Published Rate Contingency Period:	30 days
Interest Periods
Periods capable of selection as Interest Periods (paragraph (b) of Clause 11.1 (Selection of Interest Periods)):	One, three or six Months
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption):	Close of business in London on the Reporting Day for the relevant Loan.
Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds):	Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

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PART V
CDOR – CANADIAN DEALER OFFERED RATE

CURRENCY AND CATEGORY OF LOAN/UNPAID SUM/ACCRUAL: Canadian
Dollars.

Rate Switch Currency

Canadian Dollars is not a Rate Switch Currency.

Compounded Reference Rate as a fallback

Compounded Reference Rate will not apply as a fallback.

Cost of funds as a fallback

Cost of funds will apply as a fallback.

Definitions

Additional Business Days:	Any day on which banks are open for general business in Toronto.
Alternative Term Rate:	None specified.
Alternative Term Rate Adjustment:	None specified.
Break Costs:	The amount (if any) by which:
	(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the relevant Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
	exceeds:
	(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

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Business Day Conventions (definition of "Month" and Clause 11.2 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
	(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Fallback Interest Period:	One week.
Market Disruption Rate:	The Term Reference Rate.
Primary Term Rate:	The average bid rate for Canadian bankers' acceptances (with a period to maturity equal in length to the relevant period (disregarding any inconsistency arising from the last day of that period being determined pursuant to the terms of this Agreement)) displayed (before any correction, recalculation or republication) on page CDOR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate). If such page or service ceases to be available, the Agent may specify another page or service

231

	displaying the relevant rate after consultation with the Company.
Quotation Day:	Three Business Days before the first day of that period.
Quotation Time:	Quotation Day 11:00 a.m. (Toronto time).
Relevant Market:	The market for Canadian bankers' acceptances.
Reporting Day:	The Quotation Day.
Published Rate Contingency Period:	30 days
Interest Periods
Periods capable of selection as Interest Periods (paragraph (b) of Clause 11.1 (Selection of Interest Periods)):	One, two or three Months.
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption):	Close of business in London on the date falling one Business Day after the Quotation Day for the relevant Interest Period.
Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds):	Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

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PART VI

BBSY (BID) – AUSTRALIAN BANK BILL SWAP REFERENCE RATE (BID)

CURRENCY AND CATEGORY OF LOAN/UNPAID SUM/ACCRUAL: Australian Dollars.

Rate Switch Currency

Australian Dollars is not a Rate Switch Currency.

Compounded Reference Rate as a fallback

Compounded Reference Rate will not apply as a fallback.

Cost of funds as a fallback

Cost of funds will apply as a fallback.

Definitions

Additional Business Days:	Any day on which banks are open for general business in Sydney.
Alternative Term Rate:	None specified.
Alternative Term Rate Adjustment:	None specified.
Break Costs:	The amount (if any) by which:
	(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the relevant Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
	exceeds:
	(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

233

Business Day Conventions (definition of "Month" and Clause 11.2 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
	(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
	(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Fallback Interest Period:	One Month.
Market Disruption Rate:	The Term Reference Rate.
Primary Term Rate:	(a) The Australian bank bill swap reference rate (Bid) administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page BBSY of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service

234

	which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company.
	(b) If the rate described in paragraph (a) above is not available, the sum of:
	(i) the Australian bank bill swap reference rate administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page BBSW of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company; and
	(ii) 0.05 per cent. per annum.
Quotation Day:	Three Business Days before the first day of that period.
Quotation Time:	Quotation Day as at or about 10:10 a.m. (Sydney time) but no later than 10:30 a.m. (Sydney time).
Relevant Market:	The Australian interbank market for bank accepted bills and negotiable certificates of deposit.
Reporting Day:	The Quotation Day.
Published Rate Contingency Period:	30 days

235

Interest Periods
Periods capable of selection as Interest Periods (paragraph (b) of Clause 11.1 (Selection of Interest Periods)):	One, two, three or six Months
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption):	Close of business in London on the Quotation Day for the relevant Interest Period.
Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds):	Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

236

	PART VII
	COPENHAGEN INTERBANK OFFERED RATE

CURRENCY AND CATEGORY OF LOAN/UNPAID SUM/ACCRUAL: Danish
Krone.

Rate Switch Currency

Danish Krone is not a Rate Switch Currency.

Compounded Reference Rate as a fallback

Compounded Reference Rate will not apply as a fallback.

Cost of funds as a fallback

Cost of funds will apply as a fallback.

Definitions

Additional Business Days:	Any day on which banks are open for general business in Copenhagen.
Alternative Term Rate:	None specified.
Alternative Term Rate Adjustment:	None specified.
Break Costs:	The amount (if any) by which:
	(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the relevant Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
	exceeds:
	(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
	(a) If any period is expressed to accrue by reference to a Month or any number of

237

Business Day Conventions (definition of "Month" and Clause 11.2 (Non-Business Days)):	Months then, in respect of the last Month of that period:
	(i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
	(b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Fallback Interest Period:	One week.
Market Disruption Rate:	The Term Reference Rate.
Primary Term Rate:	The Copenhagen interbank offered rate administered by the Danish Bankers' Association (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page CIBOR= of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate). If such page or service ceases to be available, the Agent may specify another page or service, displaying the relevant rate after consultation with the Company.

238

Quotation Day:	Two Business Days before the first day of that period (unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)).
Quotation Time:	Quotation Day 10:30 a.m. (Copenhagen time).
Relevant Market:	The Danish interbank market.
Reporting Day:	The Quotation Day.
Published Rate Contingency Period:	30 days
Interest Periods
Periods capable of selection as Interest Periods (paragraph (b) of Clause 11.1 (Selection of Interest Periods)):	Two weeks, one, two, three or six Months
Reporting Times
Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption):	Close of business in London on the Quotation Day for the relevant Interest Period.
Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds):	Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

239

SCHEDULE 14

DAILY NON-CUMULATIVE COMPOUNDED RFR RATE

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

"UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

"UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

"ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):

where:

"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

"tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

"Cumulation Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

"dcc" has the meaning given to that term above; and

the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (without rounding, to the extent

240

reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

"d0" means the number of RFR Banking Days in the Cumulation Period;

"Cumulation Period" has the meaning given to that term above;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

"DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" has the meaning given to that term above; and

"tni" has the meaning given to that term above.

241

SCHEDULE 15

CUMULATIVE COMPOUNDED RFR RATE

The "Cumulative Compounded RFR Rate" for any Interest Period for a Compounded Rate Loan is the percentage rate per annum calculated as set out below:

where:

"d0" means the number of RFR Banking Days during the Interest Period;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

"DailyRatei-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

"d" means the number of calendar days during that Interest Period.

242

	SIGNATURES
	[Not restated]

Signature pages to the Facility Agreement

243

SIGNATURE PAGES TO AMENDMENT AND RESTATEMENT AGREEMENT THE COMPANY

For and on behalf of

JUST EAT TAKEAWAY.COM N.V.

Signature:	/s/ [***]
Name:	[***]
Title:	[***]
Address:	[***]
Email:	[***]
Attention:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

244

THE BORROWERS

For and on behalf of

JUST EAT LIMITED

Signature:	/s/ [***]
Name:	[***]

For and on behalf of

JUST EAT HOLDING LIMITED

Signature:	/s/ [***]
Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

245

For and on behalf of

TAKEAWAY.COM GROUP B.V.

Signature:	/s/ [***]
Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

246

THE CONTINUING GUARANTORS

For and on behalf of

JUST EAT TAKEAWAY.COM N.V.

Signature:	/s/ [***]
Name:	[***]

For and on behalf of

TAKEAWAY.COM GROUP B.V.

Signature:	/s/ [***]
Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

247

For and on behalf of

TAKEAWAY.COM EUROPEAN OPERATIONS B.V.

Signature:	/s/ [***]
Name:	[***]

For and on behalf of

JUST EAT LIMITED

Signature:	/s/ [***]
Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

248

For and on behalf of

TAKEAWAY.COM EUROPEAN OPERATIONS B.V.

Signature:	/s/ [***]
Name:	[***]

For ad on behalf of

JUST EAT LIMITED

Signature:	/s/ [***]
Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

249

For and on behalf of

JUST EAT HOLDING LIMITED

Signature:	/s/ [***]
Name:	[***]

For and on behalf of

JUST EAT.CO.UK LIMITED

Signature:	/s/ [***]
Name:	[***]

[JET- Signature pages to 2021 Amendment and Restatement Agreement]

250

For and on behalf of

YD.YOURDELIVERY GMBH

Signature:	/s/ [***]
Name:	[***]

For and on behalf of

JUST-EAT IRELAND LIMITED

Signature:	/s/ [***]
Name:	[***]

[JET- Signature pages to 2021 Amendment and Restatement Agreement]

251

For and on behalf of YD.YOURDELIVERY GMBH

Signature:	/s/ [***]
Name:	[***]

For and on behalf of
JUST-EAT IRELAND LIMITED

Signature:	/s/ [***]
Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

252

SIGNED by

MENULOG PTY LTD (ACN 120 943 615)

in accordance with section 127 of the Corporations Act 2001

[***]		[***]
Director signature		Director/ Secretary signature

[***]		[***]
Print name		Print name

By signing above, each person, Director, Secretary or attorney (as applicable) consents to electronic execution of this Agreement (in whole or in part), represents that they hold the position or are the person named with respect to their execution and authorises any other Director, Secretary or attorney (as applicable) to produce a copy of this Agreement bearing their signature for the purpose of signing the copy to complete its execution under the Australian Corporations Act or as otherwise required by law. The copy of the signature appearing on the copy so executed is to be treated as their original signature.

For and on behalf of

SKIPTHEDISHES RESTAURANT SERVICES INC

Signature:	[***]

Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

253

SIGNED by

MENULOG PTY LTD (ACN 120 943 615)

in accordance with section 127 of the Corporations Act 2001

[***]		[***]
Director signature		Director/ Secretary signature

[***]		[***]
Print name		Print name

By signing above, each person, Director, Secretary or attorney (as applicable) consents to electronic execution of this Agreement (in whole or in part, represents that they hold the position or are the person named with respect to their execution and authorises any other Director, Secretary or attorney (as applicable) to produce a copy of this Agreement bearing their signature for the purpose of signing the copy to complete its execution under the Australian Corporations Act or as otherwise required by law. The copy of the signature appearing on the copy so executed is to be treated as their original signature.

For and on behalf of

SKIPTHEDISHES RESTAURANT SERVICES INC

Signature:	[***]

Name:	[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

254

THE EXITING LENDERS

HSBC BANK UK PLC

By:

[***]

BANK OF CHINA LIMITED, LONDON BRANCH

By:

[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

255

THE EXITING LENDERS

HSBC BANK UK PLC

By:

[***]

BANK OF CHINA LIMITED, LONDON BRANCH

By:

[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

256

THE AGENT

For and on behalf of

HSBC BANK PLC

(acting on the instructions of the Continuing Lenders)

Signature:	/s/ [***]
Name:		[***]
Title:		[***]
Address:		[***]
Email:		[***]
Attention:		[***]

[JET - Signature pages to 2021 Amendment and Restatement Agreement]

257

Exhibit 4.3

EUR 300,000,000 Committed Term Loan facility agreement

This Agreement is dated 22 December 2021 and is made between

(1) Just Eat Takeaway.com N.V., a company incorporated under the laws of The Netherlands, having its registered address at Oosterdoksstraat 80, 1011 DK Amsterdam, registration number 08142836 (the Company);

(2) Takeaway.com Group B.V., a company incorporated under the laws of Netherlands, having its registered address at Oosterdoksstraat 80, 1011 DK Amsterdam, registration number 64441725, as borrower;

(3) CERTAIN SUBSIDIARIES OF THE COMPANY listed in Schedule 1 Borrowers and Guarantors as guarantors; and

(4) ING Bank N.V., a public limited liability company incorporated under the laws of the Netherlands, having its registered address at Bijlmerdreef 106, 1102 CT Amsterdam, the Netherlands, registration number 33031431 (the Bank).

IT IS AGREED AS FOLLOWS:

Definitions

Terms used in this Agreement have the following meaning:

403 Declaration means a liability statement in accordance with article 2:403 of the Dutch Civil Code and satisfactory to the Bank on the basis of which the Holding Company can be held liable for the obligations that the Borrower may have under the Finance Documents.

Accession Letter means a letter, substantially in the form of Schedule 6 Accession Letter.

Affiliate means in relation to any Person, a Subsidiary of that Person, or a Holding Company of that Person or any other Subsidiary of that Holding Company.

Agreement means this agreement (including the attached schedules) as amended from time to time.

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

Availability Period means the period from and including the date of this Agreement to and including the earlier of (i) two weeks from and including the date of this Agreement and (ii) four (4) days before the Measurement Date.

Base Rate means for any Loan or (related) Unpaid Sum in EUR the Screen Rate as at 11:00 a.m. (Brussels time) on the relevant Rate Fixing Day for such currency for a period equal in length to the Interest Period of that Loan or Unpaid Sum or, if no Screen Rate is available for such Interest Period the Interpolated Screen Rate, or if a Replacement Base Rate has been agreed in accordance with Clause 5.6 Replacement of Published Screen Rate such Replacement Base Rate and, if any such rate is below zero, the Base Rate will be deemed to be zero.

Borrower means the entity listed as such in Schedule 1 Borrowers and Guarantors and each other entity that accedes to this Agreement as a borrower from time to time.

Break Funding Costs means the amount (if any) by which:

(a) the interest (excluding the Margin) which the Bank should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which the Bank would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in Amsterdam, the Netherlands

Commitment means the (aggregate) amount specified in Clause 2 Facility to the extent not cancelled, increased or reduced under this Agreement.

Compliance Certificate means a certificate substantially in the form of Schedule 5 Part 1 Compliance Certificate.

Control means (i) the direct or indirect ownership of more than 50% of the shares, voting capital or similar rights of ownership of a Person, or (ii) the power to directly or indirectly, on the basis of an agreement, through the exercise of voting rights or otherwise, appoint or dismiss the majority of the members of the board of directors, or give instructions regarding the policy of the Person with which such members are obliged to comply.

Cost of Funds means the interest rate per annum which the Bank determines in its sole discretion is the cost it will incur in order to fund a Loan from whatever source it may reasonably select and if that rate is below zero, Cost of Funds will be deemed to be zero.

Default means an Event of Default or any event or circumstance which would become an Event of Default with giving of notice, expiry of a grace period or the making of any determination under the Finance Documents of an Event of Default.

Designated Account means the account of the Borrower designated for receiving negative interest pursuant to Clause 5.2 Obligation to pay interest of this Agreement, as may be updated from time to time by notice to the Bank. At the date of this Agreement, the details of the Designated Account are as follows:

Account owner: Takeaway.com Group B.V.

[***]

Euro, euro, € and EUR means the currency that, at the date of this Agreement, has been adopted by some of the member states of the European Community as their lawful currency in accordance with legislation of the European Community relating to the Economic and Monetary Union.

Event of Default means an event or circumstance specified as such in Clause 11 Events of Default.

Facility means the term loan facility made available pursuant to Clause 2 Facility.

Financial Covenants means the financial covenants set out in Clause 9 Financial Covenants.

Finance Document means this Agreement, any Compliance Certificate, any Utilisation Request, any Accession Letter, any Resignation Letter, any fee letter and any other document designated as such by the Bank and the Company, all as may be amended from time to time.

Group means the Company and its Subsidiaries from time to time.

Guarantor means the Company, each entity listed as such in Schedule 1 Borrowers and Guarantors and each other entity that accedes to this Agreement as a guarantor from time to time.

Holding Company means, in relation to a Person, any other Person in respect of which it is a Subsidiary.

Increased Cost means:

(a) an additional or increased cost (including, but not limited to, any cost incurred by the Bank or any of its Affiliates as a result of the compliance with the minimum reserve requirements or other requirements imposed by any relevant central bank, by law or regulation);

(b) a reduction in the rate of return from the Facility or on the Bank’s or any of its Affiliates’ invested overall capital; or

which is incurred or suffered by the Bank or any of its Affiliates to the extent attributable to the Bank having entered into any Finance Document or funding or performing its obligations under any Finance Document.

Interest Period means, in relation to a Loan or Unpaid Sum, the period determined in accordance with Clause 5 Interest and Fees.

Interpolated Screen Rate means in relation to the Base Rate for any Loan in EUR, the rate which results from interpolating on a linear basis between the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan and the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan, each as of 11:00 a.m. (Brussels time) on the relevant Rate Fixing Day for the currency of that Loan.

Loan means a loan made or to be made available under the Facility or the principal amount outstanding for the time being of that loan.

Margin means the rate set out in Schedule 9 Margin.

Market Disruption Event means:

(a) at or about 11:00 a.m. (Brussels time) for a Loan in EUR on a Rate Fixing Day, the relevant Screen Rate or Interpolated Screen Rate is not available for the relevant Interest Period or a Published Screen Rate Replacement Event has occurred and this Agreement has not been amended pursuant to Clause 5.6 Replacement of Published Screen Rate; or

(b) before close of business in Amsterdam, the Netherlands on a Rate Fixing Day for a Loan, the cost to the Bank of funding the Loan in the European interbank market for the relevant Interest Period would be in excess of the Base Rate.

Measurement Date means 31 December 2021.

Obligor means a Borrower or a Guarantor.

Original Financial Statements means the audited consolidated financial statements of the Company for the financial year ended 31 December 2020.

Party means a party to this Agreement.

Person means any natural person, legal entity, firm, company, corporation, government, state or agency of a state or any association, trust, consortium or partnership (whether or not having separate legal personality).

Published Rate Replacement Event means (i) in the reasonable opinion of the Bank, the methodology, formula or other means of determining a Screen Rate has materially changed or (ii) the administrator of a Screen Rate announces that (a) it is insolvent or that it shall cease to provide the Screen Rate (and there is no successor administrator) or (b) such Screen Rate may no longer be used or shall be indefinitely or permanently discontinued or (c) a supervisor or administrator of such Screen Rate publicly announces that the Screen Rate is no longer or, as of a specified future date will no longer be, representative of the underlying market or the economic reality that it is intended to measure and that such representativeness will not be restored.

Rate Fixing Day means, for any period for which an interest rate is to be determined, 2 Business Days before the first day of that period.

Repayment Instalment means a or each repayment instalment as specified in Clause 6 Repayment.

Replacement Base Rate means a benchmark rate which is:

(a) implemented, designated or recommended as a replacement by the administrator of the Screen Rate or a central bank or any other supervisory or regulatory authority; or

(b) agreed by the Company and the Bank as, generally accepted in the international or domestic loan markets as the appropriate successor to a Screen Rate or otherwise an appropriate successor to a Screen Rate.

Resignation Letter means a request of an Obligor substantially in the form of Schedule 7 Resignation Letter to resign as an Obligor under the Finance Documents according to the terms of this Agreement.

Retiring Guarantor has the meaning as ascribed thereto in Clause 10.1 Guarantee.

Screen Rate means the percentage rate per annum administered by the European Money Markets Institute (in respect of EURIBOR), or any other Person which takes over the administration of that rate, for the relevant period displayed on the appropriate page of the Thomson Reuters screen. If the relevant page is replaced or the service ceases to be available, the Bank (after consultation with the Company) may specify another page or service displaying the appropriate rate.

Security Interest means (the creation of) a pledge, charge, hypothecation, mortgage, lien or any other security interest securing any obligation of any Person or any other agreement or arrangement having a similar effect in the relevant jurisdiction.

Significant Divestment means a divestment by the Company of any Subsidiary whereby the net proceeds received by the Company exceed €300,000,000.

Subsidiary means in relation to a specified Person any Person over which it has Control.

Syndicated Facility Agreement means the EUR 200,000,000 multicurrency revolving facilities agreement originally dated 2 November 2017 between, among others, ING Bank N.V. (as lender) and Just Eat Takeaway.com N.V. (as company), as amended or replaced from time to time.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

Utilisation Date means each date on which a Loan is made or to be made.

Utilisation Request means a request for a Loan in writing substantially in the form of Schedule 3 Utilisation Request or in any other manner or form as accepted by the Bank.

Facility

2.1 Availability

Subject to the terms of this Agreement, the Bank makes available to the Borrower a committed term loan facility in an aggregate amount of EUR 300,000,000 (the “Commitment”).

The aggregate amount of the outstanding Loans may not exceed the Commitment at any moment in time.

Purpose

Each Borrower shall apply all amounts borrowed by it under Facility towards general corporate purposes.

The Bank is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

Conditions

4.1 Conditions precedent

The Loan may be requested by a Borrower only after the Bank has notified the Company that it has received all of the documents and evidence set out in Part 1 of Schedule 2 Conditions Precedent in form and substance satisfactory to the Bank. The Bank will give this notification to the Company as soon as reasonably practicable after being so satisfied.

4.2 Utilisation Request

(a) The Borrower may request a Loan by giving the Bank, via a method as approved by the Bank, a duly completed and duly executed Utilisation Request substantially in the form of Schedule 3 Utilisation Request.

(b) A Utilisation Request for a Loan must be given to the Bank no later than 10:30 a.m. Brussels time on the last Business Day before the Rate Fixing Day of the relevant Loan.

4.3 Utilisation

The Bank is not obliged to make a Loan available if:

(a) on the date of the Utilisation Request or on the Utilisation Date an Event of Default or Default is continuing or is reasonably likely to result from that Loan;

(b) the Utilisation Date is not a Business Day within the Availability Period;

(d) the Interest Period does not comply with Clause 5.1 Interest Periods;

(e) an Obligor has issued a notice pursuant to Clause 8.5 Notification of Default; or

(f) as a result of the proposed utilisation the aggregate amount of the outstanding Loans would exceed the Commitment.

4.4 Utilisation before Measurement Date

The Borrower must draw the full amount of the Facility as described in Clause 2 Facility before the Measurement Date.

4.5 Cancellation of Commitment

The Commitment which, at that time, is unutilised shall be cancelled immediately at the end of the Availability Period.

Interest and fees

5.1 Interest Periods

(a) Each Loan has successive Interest Periods. A Borrower (or the Company on behalf of a Borrower) may select an Interest Period of one (1), three (3), six (6) or twelve (12) month(s) (or any other period as agreed between the Borrower and the Bank) in the Utilisation Request for that Loan and for each subsequent Interest Period in an irrevocable notice received by the Bank not later than 9:30 a.m. (Brussels time) on the 3rd Business Day before the start of that Interest Period.

(b) Each Interest Period for a Loan will start on its Utilisation Date or (if applicable) on the last day of its preceding Interest Period. If a Borrower (or the Company on behalf of a Borrower) fails to select an Interest Period the relevant Interest Period will be one (1) month. The Bank will determine the appropriate Interest Period for any Unpaid Sum.

(c) No Loans may be outstanding after the date on which the final Repayment Instalment must be repaid. If an Interest Period for a Loan exceeds the date on which the final Repayment Instalment must be repaid it will be shortened in order for the Interest Period to expire on that date.

5.2 Obligation to pay interest

(a) The Borrower must pay accrued interest on each Loan made available to it and on any (related) Unpaid Sum on the last day of each Interest Period (and, in addition, if the Interest Period is longer than six (6) months, on the dates falling at 6-month intervals after the first day of the Interest Period).

(b) Except where it is provided to the contrary in this Agreement, the rate of interest for each Loan is the percentage rate per annum equal to the aggregate of the applicable Base Rate and Margin.

(c) In case the aggregate of the applicable Base Rate and Margin as calculated to determine the rate of interest for a Loan in accordance with paragraph (b) above results in a negative rate of interest, the Bank will pay to the Borrower the absolute value of such negative rate of interest on such Loan on the same day that interest on such Loan would have been payable by that Borrower to the Bank if it had been a positive rate of interest. Any amounts payable by the Bank to the Borrower pursuant to this Clause will be paid to the Designated Account.

5.3 Default interest

Upon the occurrence of an Event of Default, the rate of interest in respect of an Unpaid Sum and the rate of interest referred to in Clause 5.2 Obligation to pay interest to be paid by the Borrower will be equal to the aggregate of:

(a) the Base Rate (for whatever period the Bank may deem appropriate for a Loan);.

(b) the (relevant) Margin; and

5.4 Market disruption

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the Bank may give notice to the Company that the rate of interest for that period shall be the percentage rate per annum which is the sum of the (relevant) Margin and the Cost of Funds.

5.5 Debiting of interest, costs and fees

Unless otherwise agreed in this Agreement, principal, interest, costs and fees payable by an Obligor may and will be debited by the Bank from any account of an Obligor with the Bank. In case an account will be designated by the Company in this respect, the Bank will debit the designated account if possible.

5.6 Replacement of Published Screen Rate

If a Published Rate Replacement Event occurs the Bank and the Company may agree such amendments to the Finance Documents as may be required to (i) provide for and align the Finance Documents to the use of a Replacement Base Rate for the calculation of any interest under this Agreement, (ii) provide for appropriate fall-back provisions for the Replacement Base Rate and (iii) adjust the pricing to reduce or mitigate the transfer of economic value from one Party to another as a result of the application of the Replacement Base Rate.

repayment

(a) Each Borrower must repay the Loans made available to it in one (1) amount 24 months after the date of this Agreement.

(b) Notwithstanding the above, the Borrower must repay after the Measurement Date the Loan made available to it in one (1) amount (i) in case of a Significant Divestment or (ii) in case of the issuance by the Company of a capital markets product such as a convertible bond of which the aggregate proceeds exceed EUR 300,000,000.

prepayment and cancellation

7.1 Mandatory prepayment – Facility not drawn in full on the Measurement Date

If the Facility provided under this Agreement has not been drawn in full on (and including) the Measurement Date, the Bank may immediately cancel the Commitment and/or declare the outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable.

7.2 Mandatory prepayment – Illegality and Change of Control

(a) If it becomes unlawful for the Bank or any of its Affiliates to perform any of its obligations, to fund, issue or maintain any Loan or to receive interest under any Finance Document, the Bank may immediately cancel the Commitment and/or declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable.

(b) The Bank may, by not less than 5 days’ notice to the Company, cancel the available Commitment and/or declare the outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable, if any of the following events occurs:

(i) the Syndicated Facility Agreement is amended and/or restated and on the date the amendment and/or restatement becomes effective, the Bank has not given its consent to that amendment and/or restatement, provided that the Bank has raised its objections to the Company within five (5) Business Days from the moment the Bank became aware of that proposed amendment and/or restatement;

(ii) any provision of the Syndicated Facility Agreement is waived and, on the date the waiver becomes effective the Bank has not given its consent to that waiver, provided that the Bank has raised its objections to the Company within five (5) Business Days from the moment the Bank became aware of that proposed waiver;

(iii) any borrower (however described) under the Syndicated Facility Agreement is obliged to fully prepay the amounts outstanding under the Syndicated Facility Agreement on the basis of a mandatory prepayment event (however described);

(iv) the term of the facility under the Syndicated Facility Agreement has expired (and is not renewed or extended) or the Syndicated Facility Agreement has been terminated for whatever reason.

7.3 Voluntary prepayment

(a) Without prejudice to Clause 16.6 Break Funding Costs, the Borrower may, by giving not less than 10 Business Days prior notice to the Bank, prepay the Loan in whole after the Measurement Date. The prepayment notice is irrevocable and must specify the relevant date of prepayment which date must be after the Measurement Date.

(b) Any prepayment shall be made with accrued interest on the amount prepaid and (without prejudice to Clause 16.6 Break Funding Costs) without any premium or penalty.

Information covenants

8.1 Financial statements

(a) Unless the information has already been provided to the Bank under the Syndicated Facility Agreement, the Company must supply to the Bank:

(i) in case the financial data of the Company or a Borrower is consolidated in the consolidated financial statements of a Holding Company that has issued a 403 Declaration in respect of the Company or that Borrower (the Issuing Party), the Issuing Party’s audited consolidated financial statements, prepared in accordance with IFRS, for each financial year;

(ii) in case the financial data of the Company or a Borrower is not consolidated (anymore) in the financial statements of the Issuing Party, the Company’s or that Borrower’s financial statements, prepared in accordance with IFRS, for each financial year; and

(iii) its interim consolidated financial statements for each half-year of each financial year.

(b) The Company shall supply the financial statements specified above as soon as the same become available but in any event:

(i) in case of the annual audited (consolidated) financial statements of the Issuing Party, Company or a Borrower, within 180 days after the end of each relevant financial period; and

(ii) in case of the half-yearly interim (consolidated) financial statements of the Company, within 90 days after the end of each relevant financial period.

(c) The Company must inform the Bank as soon as reasonably possible in case the auditor does not issue an audit report in respect of the Issuing Party’s or the Company’s financial statements.

8.2 Compliance Certificate

Unless the information has already been provided to the Bank under the Syndicated Facility Agreement, the Company must, together with each set of the financial statements, supply to the Bank a Compliance Certificate. The Compliance Certificate must be duly signed by authorised signatories.

8.3 Changes of financial year or in the method of financial reporting

(a) Unless the Bank has already been notified under the Syndicated Facility Agreement, the Company must notify the Bank of any proposed change of the financial year or to the manner in which the financial statements are prepared.

(b) If requested by the Bank, the Company must supply to the Bank:

(i) a full description of any change notified under paragraph (a) above;

(ii) sufficient information to enable the Bank to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and the most recent (if applicable) audited consolidated financial statements delivered to the Bank under this Agreement prior to the implementation of the change; and

(iii) positive sign-off by the Company’s or the Borrower’s or the Issuing Party’s auditor regarding the change.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

8.4 Information - miscellaneous

Unless the information has already been provided to the Bank under the Syndicated Facility Agreement, the Company must supply to the Bank:

(a) copies of all material documents dispatched by the Borrower to its shareholders (or any class of them) and/or its creditors generally or any class of them, at the same time as they are dispatched to such shareholders and/or creditors by the Borrower;

(b) all information on changes in the legal or organisational structure of an Obligor, its constitutional documents, the Persons that are authorised to sign on behalf of the Obligors documents and notices in connection with this Agreement and/or Persons that are authorised to sign payment orders on behalf of the Obligors, promptly following the relevant change;

(c) promptly on request of the Bank, such information as the Bank requires to fulfil its know your customer requirements;

(d) promptly on request, all information and do all such acts and things to enable the Bank to timely comply with any local and foreign tax obligations and timely fulfil (information) requests of local and foreign (tax) authorities;

(e) unless the Bank has already been so notified by the Company or the relevant Borrower, within 30 days a notification in writing of any changes and/or updates of the information provided under sub clause (d) above; and

(f) promptly on request of the Bank, any further information regarding the financial condition and operations of the Group as the Bank may reasonably request.

8.5 Notification of Default

Unless the Bank has already been so notified by the Company, each Obligor must notify the Bank of the occurrence of any Default (and the steps being taken to remedy it) promptly upon becoming aware of its occurrence. Unless the Bank has already been so notified by the Company, each Obligor must promptly upon becoming aware thereof, notify the Bank of the expectation that it will not be able to comply with its obligations under Clause 9 Financial Covenants.

8.6 Information related to the Syndicated Facility Agreement

The Company must notify the Bank of each of the following events in respect of the Syndicated Facility Agreement in each case promptly upon its occurrence or promptly upon becoming aware of such event:

(a) any default (however described) or any event of default (however described) under the Syndicated Facility Agreement (and the steps being taken to remedy it);

(b) the cancellation of the limit or commitment (however described) under the Syndicated Facility Agreement and/or the declaration of all or part of the amounts outstanding under the Syndicated Facility Agreement to be due and/or payable;

(c) any amendment, waiver, amendment request, waiver request and any intended or contemplated waiver or amendment and any discussions relating to any waiver or amendment, each in respect of the Syndicated Facility Agreement;

(d) any borrower (however described) under the Syndicated Facility Agreement is obliged to fully or partially prepay the amounts outstanding under the Syndicated Facility Agreement on the basis of a mandatory prepayment event (however described);

(e) all amounts outstanding under the Syndicated Facility Agreement have been irrevocably repaid; or

(f) the term of the Syndicated Facility Agreement has expired or the Syndicated Facility Agreement has been terminated for whatever reason.

8.7 Copy of the Syndicated Facility Agreement

The Company will provide all Obligors with a true and up-to-date copy of the Syndicated Facility Agreement and will inform all Obligors of any future amendment of or waiver under the Syndicated Facility Agreement. Each Obligor confirms that it has received a true and up-to-date copy of the Syndicated Facility Agreement.

8.8 Changes to the 403 Declaration

The Company shall inform the Bank in writing of a withdrawal, cancellation or amendment of a 403 Declaration no later than 30 days prior to the date on which such withdrawal, cancellation or amendment will take effect.

Financial covenants

Each Obligor agrees to be bound by and that it shall comply with the terms as set out in the Schedule 4 Financial Covenants.

General covenants

10.1 Guarantee

(a) Each Obligor (in this capacity a Guarantor) irrevocably and unconditionally jointly and severally guarantees by way of an independent payment obligation the punctual performance by each other Obligor of all such Obligor’s payment and other obligations under the Finance Documents and undertakes that whenever another Obligor does not pay any amount when due under or in connection with the Finance Documents, it shall immediately on demand (i) pay that amount as if it was the principal obligor and (ii) indemnify the Bank against any cost, loss, or liability suffered as a result of that other Obligor not paying its obligations. Such demand shall state that an Obligor has failed to pay any amount due under the Finance Documents provided that the Bank is not obliged to provide any details or further information concerning the non-payment by such Obligor.

(b) To the fullest extent permitted under the applicable law, each Guarantor waives all rights, benefits and defences that it may have at any time under any applicable law, including, but not limited to, all rights it may have but for this clause to suspend its obligation, in respect of its obligations under this guarantee. Each Guarantor agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Bank immediately on demand against any cost, loss or liability the Bank incurs as a result of not receiving from any Obligor any amount which would, but for such unenforceability, invalidity or illegality, have been payable on the date when it would have been due.

(c) Each Guarantor hereby expressly consents that this guarantee shall extend from time to time to any amendment, variation, increase, extension or addition of or to any of the Finance Documents and any facility or amount made available under any of the Finance Documents.

(d) If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by the Bank in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, bankruptcy, administration or otherwise, without limitation, then the liability of each Guarantor under this clause will continue or be reinstated as if the discharge, release or arrangement had not occurred.

(e) Each Guarantor waives any right it may have of first requiring the Bank to proceed against or enforce any other rights or security or claim payment from any Person before claiming from that Guarantor under this clause. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

(f) As the obligations of each Guarantor constitute its own obligations independent of those of the Obligor, no Guarantor will have (1) a statutory right to subrogate to the rights of the Bank vis-à-vis the Obligor, or (2) a statutory right of recourse against the Obligor, nor does this Agreement confer any such rights on any Guarantor. Without prejudice to the foregoing, Parties agree that there will be no (contractual) right of subrogation and until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Bank otherwise directs no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause:

(i) to be indemnified by an Obligor;

(ii) to claim any contribution from any other Guarantor of any Obligor's obligations under the Finance Documents;

(iii) to exercise any right of set-off against any Obligor;

(iv) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Bank under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Bank, and/or.

(v) to claim or prove as a creditor of any Obligor in competition with the Bank.

(g) Without prejudice to paragraph (f) above the Parties hereby agree that (i) any conditional or unconditional (contractual) claim which any Guarantor may be entitled to bring in recourse against any Obligor (the Recourse Claim) is subordinated and shall be subordinated from the date such Recourse Claims come into existence, to all present and future claims the Bank may have or acquire against any Obligor in connection with any Obligor’s payment or other obligations under the Finance Documents (the Financial Obligations) and (ii) the Recourse Claims cannot be set-off and cannot become due and payable until all Financial Obligations have been fully and unconditionally discharged.

(h) If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents then on the date such Retiring Guarantor ceases to be a Guarantor:

(i) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(ii) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Bank under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

(i) This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Bank. This guarantee is a continuing guarantee and remains in full force and effect as long as not all obligations and liabilities of all Obligors under the Finance Documents have been finally and unconditionally paid in full to the Bank.

(j) This guarantee is subject to the limitations set out in Schedule 8 Guarantee Limitations.

10.2 403 Declaration

Within 20 days after the Bank has been informed of the Issuing Party’s intention to withdraw, cancel or amend the 403 Declaration as referred to in Clause 8 Information Covenants, the Company must ensure that the Issuing Party shall provide the Bank, acting reasonably, with a corporate guarantee or other security satisfactory to the Bank guaranteeing or securing any and all current and future obligations of each Obligor under the Finance Documents, provided that, in each case, the 403 Declaration may be withdrawn, cancelled, terminated, longer be in full force and effect or amended in relation to Subsidiaries of the Company other than the Borrower with no further action from the Company or the Issuing Party being required.

Events of default

Each of the events set out in this Clause 11 Events of Default is an Event of Default.

11.1 Non-payment

An Obligor does not pay on the due date any amount payable by it under the Finance Documents in the manner required under the Finance Documents, unless the non-payment is caused by a technical or administrative error and is remedied within five (5) Business Days of the due date.

11.2 Breach of other obligations

(a) An Obligor does not comply with any term of Clause 9 Financial Covenants; or

(b) An Obligor does not comply with any term of the Finance Documents provided that no Event of Default under this paragraph will occur if the non-compliance is capable of remedy and is remedied within 14 days of the earlier of (i) the Bank giving notice or (ii) an Obligor becoming aware of the non-compliance.

11.3 Invalidity and unenforceability of the Finance Documents

(a) It is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents.

(b) Any Finance Document is not effective or enforceable in accordance with its terms or is alleged by an Obligor to be ineffective and/or unenforceable in accordance with its terms for any reason.

(c) An Obligor repudiates or rescinds a Finance Document or evidences an intention to repudiate or rescind a Finance Document.

11.4 Cross-default with Syndicated Facility Agreement

Any finance party (however described) under the Syndicated Facility Agreement becomes entitled to:

(a) cancel the limit or commitments (however described) under the Syndicated Facility Agreement in whole or in part as a result of an event of default (however described); and/or

(b) declare all or part of the amounts outstanding under the Syndicated Facility Agreement due and payable prior to its specified maturity as a result of an event of default (however described) under the Syndicated Facility Agreement,

provided in each case that no event of default (however described) under the Syndicated Facility Agreement will occur if the relevant event of default under the Syndicated Facility Agreement has been remedied or waived with the consent the Bank.

11.5 403 Declaration

The 403 Declaration is withdrawn, terminated, no longer in full force and effect or is amended not satisfactory to the Bank, acting reasonably, provided that, in each case, the 403 Declaration may be withdrawn, terminated or be no longer in full force and effect or amended in relation to Subsidiaries of the Company other than a Borrower.

Acceleration

Without prejudice to any other rights it may have under this Agreement, if an Event of Default occurs or is continuing, the Bank may, by notice to the Company:

(a) cancel the Commitment in whole or in part; and/or

(b) declare that any and all amounts outstanding under the Finance Documents are:

(i) immediately (without a default notice being required) due and payable (as a result of which the outstanding Loans including accrued interest and any other amounts due by the Obligors under the Finance Documents (including Break Funding Costs) are immediately due and payable); or

(ii) payable on first demand by the Bank (as a result of which the outstanding Loans including accrued interest and any other amounts due by the Obligors under the Finance Documents (including Break Funding Costs) will become payable on first demand by the Bank; and/or

(c) demand that guarantees are provided and/or Security Interests are created by the Company or the Obligors, their Holding Companies and/or their Affiliates for such amounts as indicated by the Bank in order to fully secure any and all liabilities under the Finance Documents, in which case the Company shall ensure that such Persons will provide those guarantees and/or create those Security Interests immediately.

Payments and set-off

13.1 Currency of payment

(a) Each payment in respect of Loans, Unpaid Sums, interest, costs, expenses or taxes shall be made in the currency in which such amounts are denominated or, if applicable, incurred.

(b) Any amount expressed to be payable in a specific currency shall be paid in that currency.

13.2 Place of payment

Without prejudice to Clause 5.5 Debiting of interest, cost and fees, all payments to the Bank under the Finance Documents shall be made into the account specified by the Bank.

13.3 No set-off

All payments made by an Obligor under the Finance Documents must be made without set-off or counterclaim.

13.4 Set-off by the Bank

The Bank is at all times entitled to set-off any debt receivable by it from an Obligor under or in connection with the Finance Documents, whether or not due and payable and whether or not contingent (each a claim), against any debt owed by the Bank to an Obligor, whether or not due and payable (each a debt), regardless of the currency in which the relevant claim and the relevant debt are denominated.

13.5 Business Days

If a payment under a Finance Document is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month or if there is no such day in that calendar month the preceding Business Day.

13.6 Priority of payments

If the funds provided by an Obligor for the payment of amounts due under the Finance Documents are insufficient, the priority of payments shall be determined by the Bank irrespective of the due date of the particular amounts or any instruction of the Obligor.

Increased costs

The Company shall, within three (3) Business Days of a written demand from the Bank, pay to the Bank the amount equal to any Increased Cost incurred by the Bank or any of its Affiliates as a result of:

(a) the introduction of or any change in (or in the interpretation, administration, or application of) any law or regulation (with or without having the force of law) made after the date of this Agreement;

(b) compliance with any law or regulation (with or without having the force of law) made after the date of this Agreement; or

(c) the implementation or application of or compliance with Basel III or any law or regulation that implements, applies or amends Basel III, to the extent that such Increased Costs were not capable of being calculated by the Bank with sufficient accuracy as at the date of this Agreement due to a lack of detail in Basel III and/or any related information from a banking regulator available as at the date of this Agreement

For this Clause Basel III means:

(a) Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC (CRD IV);

(b) Regulation (EU) no. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012 (CRR); and

(c) any and all other agreements, rules, guidance, regulations and/or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

Evidence and calculations

15.1 Evidence

In the absence of manifest error:

(a) accounts maintained by the Bank will be conclusive evidence of the existence and the amount of the obligations of an Obligor under any Finance Document; and

(b) a determination by the Bank of a fee, an interest rate or amount under any Finance Document will be conclusive evidence.

15.2 Calculations

Unless indicated otherwise, any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

Indemnity and gross up

16.1 Indemnity

The Company must indemnify the Bank promptly upon demand against any costs, loss or expenses (including notarial and legal fees) which the Bank incurs in connection with (i) the occurrence of, or investigating any event or circumstances which the Bank reasonably believes to be, a Default or an Event of Default, (ii) the enforcement of the performance by the Obligor of its obligations, or the preservation of any rights, under or in connection with the Finance Documents and (iii) the creation, execution, review, modification and termination of any Security Interest.

16.2 Currency indemnity

If any sum due from an Obligor under the Finance Documents has to be converted into another currency, that Obligor shall as an independent obligation within 3 Business Days of a written demand: (i) indemnify the Bank against any loss, cost or liability; and (ii) make such additional payment to the Bank necessary to enable it to exchange the sum received against the exchange rate available to it at the time it is received, into the sum and currency originally expressed to be due under the Finance Documents. Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than the currency in which it is expressed to be payable.

16.3 Gross up and tax indemnity

(a) Each Obligor must make all payments to be made under the Finance Documents without any tax deduction, unless a tax deduction is required by law. If a tax deduction is required by law to be made by an Obligor, the amount of the payment due from the Obligor will be increased to an amount which (after making the tax payment) leaves an amount equal to the payment which would have been due if no tax payment had been required.

(b) Without prejudice to paragraph (a), if the Bank is or will be subject to any liability or required to make any payment for or on account of tax on or in relation to a sum received or receivable (or any sum deemed for the purposes of tax to be received or receivable) under a Finance Document, each Obligor shall, within five (5) Business Days of a written demand from the Bank, pay to the Bank an amount equal to the loss, liability or cost which the Bank determines will be or has been (directly or indirectly) suffered for or on account of tax by the Bank in respect of a Finance Document.

(c) Paragraph (b) does not apply to any tax assessed on the Bank if that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Bank.

16.4 Stamp duty

The Company shall pay and indemnify the Bank against any cost, loss or liability that the Bank incurs in relation to all stamp duty, registration and other similar taxes payable in respect of any Finance Document.

16.5 Value added tax

All amounts payable under a Finance Document to the Bank shall be deemed to be exclusive of any value added tax (VAT). If VAT is chargeable, the Obligor shall, pay to the Bank (in addition to and at the same time as paying the original amount) an amount equal to the amount of the VAT. Where a Finance Document requires an Obligor to reimburse or indemnify the Bank for any costs or expenses, the Obligor shall, at the same time reimburse and indemnify the Bank against all VAT incurred by the Bank in respect of the costs or expenses save to the extent that the Bank is entitled to repayment or credit in respect of such VAT.

16.6 Break Funding Costs

If a Loan is repaid prior to the end of its Interest Period, the relevant Borrower must pay to the Bank the Break Funding Costs attributable to that Loan.

Changes to the documents and parties

17.1 Amendments, waivers and consents

Any waiver, amendment and consent in relation to or under the Finance Documents must be agreed upon in writing.

17.2 Transfers by the Obligors

No Obligor may assign or transfer any of its rights or obligations under any Finance Document without the prior written consent of the Bank.

17.3 Transfers by the Bank

The Bank may assign, transfer or otherwise create a Security Interest over any or all of its rights and/or any or all of its obligations under any Finance Document (i) to any federal reserve or central bank, (ii) to any Affiliate of the Bank or (iii) if an Event of Default is continuing. To the extent necessary, each Obligor hereby unconditionally and irrevocably agrees in advance to cooperate with and in advance approves any assignment, transfer or the creation of any Security Interest in accordance with this Clause 17.3.

17.4 Additional Guarantors or Borrowers

(a) After prior written consent by the Bank (which may not unreasonably be withheld), a Subsidiary of the Company can become an Obligor, by the Company delivering to the Bank the documents and evidence listed in Schedule 2 Part 2 Conditions Precedent.

(b) The relevant Subsidiary will become an Obligor when the Bank notifies the Company that it has received all of the documents and evidence referred to in paragraph (a) above in form and substance satisfactory to it and that it gives its consent to the accession of the new Obligor. The Bank will give this notification as soon as reasonably practicable after being so satisfied.

(c) As from the moment referred to in paragraph (b) above, the relevant Subsidiary will be an Obligor under this Agreement.

17.5 Resignation of an Obligor

(a) With the prior written consent of the Bank, the Company may request that an Obligor (other than the Company) ceases to be an Obligor by delivering a Resignation Letter. The Bank will accept the Resignation Letter provided that:

(i) the Financial Covenant Guarantor Cover as set out in Schedule 4 Financial Covenants continues to be complied with;

(ii) the Company has confirmed that no Default is continuing or would result from the acceptance by the Bank of the Resignation Letter; and

(iii) if that Obligor is a Borrower, it is under no actual or contingent obligation as a Borrower under any Finance Document.

(b) The relevant Obligor will no longer be a Party when the Bank notifies the Company that it accepts the Resignation Letter and that it gives its consent to the resignation of that Obligor. The Bank will send this notification as soon as it has been able to determine that all requirements have been met.

(c) As from the moment referred to in paragraph (b), the relevant Obligor will no longer be a ”Borrower” and/or a “Guarantor” respectively under this Agreement.

Power of attorney / obligor’s agent

(a) Each Obligor irrevocably and unconditionally grants a power of attorney, including the right of substitution, and mandates the Company to on its behalf:

(i) give and receive all notices under the Finance Documents;

(ii) supply all information concerning the Obligor to the Bank;

(iii) amend or terminate the Finance Documents, agree upon new parties acceding to or resigning from the Finance Documents, agree upon new facility amounts with the Bank, sign all instruments connected with the above (including Accession Letters) and in the event of accession, create, or as the case may be, receive notification of pledges;

(iv) sign all other agreements as the Company may deem appropriate in connection with the above; and

(v) sign all documents under or in connection with the Finance Documents.

(b) When acting in accordance with the above the Company may act concurrently as the attorney for each of the Obligors and as their counterparty.

(c) The Company undertakes to regularly inform all Obligors regarding all communications and changes in connection with the Finance Documents

Notices

19.1 General

(a) All communications under the Finance Documents to or from an Obligor must be sent through the Company.

(b) Any communications given to the Company in connection with a Finance Document will be deemed to also have been given to the other Obligors.

19.2 Manner of giving notices

(a) Any communication in connection with a Finance Document must be in writing, or, if agreed or indicated by the Bank, electronically (including, but not limited to, e-mail), and must be duly signed and, unless stated otherwise, may be made by letter, sent by post, attached to an e-mail or by fax.

(b) The Bank may rely on the literal wording of any notice (purporting to be) from the Company or another Obligor and is not obliged to verify the contents thereof. Incompleteness or distortion of a notice is for the risk of the sender thereof.

(c) The Bank will not be liable for any loss and/or damage resulting from the use of fax or electronic means of communication, including, but not limited to, loss or damage resulting from failure or delay in delivery, interception or manipulation by third parties or computer programs used for electronic communications and transmission of viruses.

19.3 Contact details

(a) Subject to the provisions of this Clause and unless expressly agreed otherwise in writing between the Bank and the Company, the contact details of each Party for all communications are those notified by that Party on or before the date it becomes a Party to this Agreement.

(b) The contact details of the Company are:

Just Eat Takeaway.com N.V.

Attn.: B. Wissink

Oosterdoksstraat 80, 1011 DK Amsterdam

E-mail: brent.wissink@justeattakeaway.com

ING Bank N.V.

Attn.: Daniël Citroen - TMT & Healthcare

Location Code: AMS

P.O. Box 1800, 1000 BV Amsterdam, the Netherlands

Tel: +31 6 24 55 09 26

E-mail: daniel.citroen@ing.com

(d) A Party may change its contact details by giving five (5) Business Days' notice to the Bank (or in the case of the Bank, to the other Parties).

(e) Any communication or document to be made or delivered to the Bank will only be effective if and when actually received by the Bank.

(f) Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.

Disclosure of Confidential Information

20.1 Disclosure of Confidential Information

Each Obligor irrevocably consents to the disclosure by the Bank, to the extent allowed by applicable law, of any (confidential) information regarding any Obligor and the Finance Documents, including information which is, if applicable, subject to bank secrecy rules, to:

(a) the Bank’s Affiliate, professional advisers, auditors, representatives and service providers;

(b) any Person with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly any transaction under which payments are to be made or may be made by reference to one or more Finance Documents and/or an Obligor;

(d) any Person to whom the Bank (intends to) assign(s), transfer(s) or create(s) a Security Interest over all or a part of its rights or obligations under the Finance Documents, and to any of that entity’s Affiliates and other entities, including professional advisers, to the extent necessary or desired to conclude and perform such assignment, transfer or Security Interest; and

(e) any Person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority, the rules of any stock exchange or pursuant to any applicable law or regulation.

Miscellaneous

(a) No failure or delay by the Bank in exercising any right or remedy under the Finance Documents shall operate as a waiver thereof, no single or partial exercise of any such right or remedy shall prevent any other or further exercise thereof or the exercise of any other right or remedy, and the rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

(b) If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable, it shall not affect or impair the legality, validity or enforceability of any other provisions of the Finance Documents.

(c) The Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

Governing law and jurisdiction

(a) This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Netherlands.

(b) The courts of Amsterdam, the Netherlands in first instance, have jurisdiction to settle any dispute in connection with this Agreement. This submission shall not limit the rights of the Bank to take proceedings in any other court which may exercise jurisdiction over an Obligor or any of its assets.

(c) Each Obligor irrevocably nominates the location of the Company as its domicile under the Finance Documents for service of process in any proceedings.

(d) The nomination of domicile referred to in paragraph (c) does not affect any other method of service allowed by law.

Schedule 1

[***]

Schedule 2

[***]

Schedule 3

[***]

Schedule 4

[***]

Schedule 5

[***]

Schedule 6

[***]

Schedule 7

[***]

Schedule 8

[***]

Schedule 9

[***]

SIGNATORIES
JUST EAT TAKEAWAY.COM N.V.		Takeaway.com Group B.V.
[***]		[***]
as Company and Guarantor		as Borrower and Guarantor
Takeaway.com European Operations B.V.		Just Eat.co.uk Limited
[***]		[***]
as Guarantor		as Guarantor
yd. yourdelivery GmbH		SkipthedishesRestaurant Services Inc
[***]
as Guarantor		as Guarantor
Grubhub Holding Inc.
[***]
as Guarantor
ING Bank N.V.		ING Bank N.V.
[***]		[***]
as Bank		as Bank

EXHIBIT 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jitse Groen, certify that:

I have reviewed this annual report on Form 20-F of Just Eat Takeaway.com N.V.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors or persons performing the equivalent functions:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

	By:		/s/ Jitse Groen
			Jitse Groen
			Chief Executive Officer

Date: March 2, 2022

EXHIBIT 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brent Wissink, certify that:

1. I have reviewed this annual report on Form 20-F of Just Eat Takeaway.com N.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

b) [Paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];

5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors or persons performing the equivalent functions:

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

	By:		/s/ Brent Wissink
			Brent Wissink
			Chief Financial Officer

Date: March 2, 2022

EXHIBIT 12.3

CERTIFICATION OF CHIEF OPERATING OFFICER

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jörg Gerbig, certify that:

1. I have reviewed this annual report on Form 20-F of Just Eat Takeaway.com N.V.;

b) [Paragraph omitted in accordance with Exchange Act Rule 13a-14(a)];

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

	By:		/s/ Jörg Gerbig
			Jörg Gerbig
			Chief Operating Officer

Date: March 2, 2022

EXHIBIT 13

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER

AND CHIEF OPERATING OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jitse Groen, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 20-F of Just Eat Takeaway.com N.V. for the fiscal year ended December 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Annual Report on Form 20-F fairly presents, in all material respects, the financial condition and results of operations of Just Eat Takeaway.com N.V.

Date: March 2, 2022

By:

/s/ Jitse Groen

Name:

Jitse Groen

Title:

Chief Executive Officer

I, Brent Wissink, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 20-F of Just Eat Takeaway.com N.V. for the fiscal year ended December 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Annual Report on Form 20-F fairly presents, in all material respects, the financial condition and results of operations of Just Eat Takeaway.com N.V.

Date: March 2, 2022

By:

/s/ Brent Wissink

Name:

Brent Wissink

Title:

Chief Financial Officer

I, Jörg Gerbig, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 20-F of Just Eat Takeaway.com N.V. for the fiscal year ended December 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Annual Report on Form 20-F fairly presents, in all material respects, the financial condition and results of operations of Just Eat Takeaway.com N.V.

Date: March 2, 2022

By:

/s/ Jörg Gerbig

Name:

Jörg Gerbig

Title:

Chief Operating Officer

EXHIBIT 15

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333- 257065 on Form S-8 of our report dated March 2, 2022, relating to the financial statements of Just Eat Takeaway.com N.V. appearing in this Annual Report on Form 20-F for the year ended December 31, 2021.

/s/ Deloitte Accountants B.V.

Amsterdam

2 March, 2022

v3.22.0.1

Cover page
12 Months Ended

Dec. 31, 2021

€ / shares

shares

Document Information [Line Items]

Document Type 20-F

Document Registration Statement false

Document Annual Report true

Current Fiscal Year End Date --12-31

Document Period End Date Dec. 31, 2021

Document Transition Report false

Document Shell Company Report false

Entity File Number 001-40484

Entity Registrant Name Just Eat Takeaway.com N.V.

Entity Incorporation, State or Country Code P7

Entity Address, Address Line One Oosterdoksstraat 80,

Entity Address, City or Town Amsterdam

Entity Address, Country NL

Entity Well-known Seasoned Issuer No

Entity Voluntary Filers No

Document Accounting Standard International Financial Reporting Standards

Entity Current Reporting Status Yes

Entity Interactive Data Current Yes

Entity Filer Category Non-accelerated Filer

Entity Emerging Growth Company false

Entity Shell Company false

Entity Common Stock, Shares Outstanding | shares 212,621,200

Entity Central Index Key 0001792627

Document Fiscal Year Focus 2021

Document Fiscal Period Focus FY

Amendment Flag false

ICFR Auditor Attestation Flag false

Entity Address, Postal Zip Code 1011

Auditor Name Deloitte Accountants B.V.

Auditor Firm ID 24362853

Auditor Location Amsterdam

Business Contact

Document Information [Line Items]

Entity Address, Address Line One Oosterdoksstraat 80,

Entity Address, City or Town Amsterdam

Entity Address, Country NL

Contact Personnel Name Sophie Versteege

City Area Code (0)20

Local Phone Number 210 7000

Entity Address, Postal Zip Code 1011

Ordinary shares

Document Information [Line Items]

Title of 12(b) Security Ordinary shares, nominal value €0.04 per share

Trading Symbol GRUB

Security Exchange Name NASDAQ

Entity Listing, Par Value Per Share | € / shares € 0.04

American Depositary Shares (“ADSs”)

Document Information [Line Items]

Title of 12(b) Security American Depositary Shares, each representing one fifth of one ordinary share

Trading Symbol GRUB

Security Exchange Name NASDAQ

Number of Shares Represented by One Depositary Receipt 0.2

v3.22.0.1

Consolidated statement of profit or loss and other comprehensive loss - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Statement of comprehensive income [abstract]

Revenue € 4,495 € 2,042 € 416

Courier costs (2,517) (727) (70)

Order processing costs (406) (193) (41)

Staff costs (890) (417) (112)

Other operating expenses (1,164) (655) (234)

Depreciation, amortisation and impairment (443) (174) (35)

Operating loss (925) (124) (76)

Share of results of associates and joint ventures (62) (16) 0

Finance income 23 3 0

Finance expense (75) (30) (16)

Other gains and losses 2 2 6

Loss before income tax (1,037) (165) (86)

Income tax benefit / (expense) 8 (5) (35)

Loss for the period (1,029) (170) (121)

Items that will not be reclassified subsequently to profit or loss:

Fair value gain / (loss) on investments in equity instruments through OCI 0 323 0

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation gain / (loss) related to foreign operations, net 717 (357) 16

Other comprehensive income / (loss) income for the period 717 (34) 16

Total comprehensive loss for the period (312) (204) (105)

Loss attributable to:

Owners of the Company (1,016) (170) (121)

Non-controlling interest (13) 0 0

Total comprehensive loss attributable to:

Owners of the Company (299) (204) (105)

Non-controlling interest € (13) € 0 € 0

Loss per share (expressed in € per share)

Basic loss per share € 5.53 € (1.21) € (2.08)

Diluted loss per share € 5.53 € (1.21) € (2.08)

v3.22.0.1

Consolidated statement of financial position - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Assets

Goodwill € 8,283 € 4,614

Other intangible assets 5,531 3,207

Property and equipment 185 47

Right-of-use assets 354 77

Investments in associates and joint ventures 1,517 1,575

Deferred tax assets 2 0

Other non-current assets 50 12

Total non-current assets 15,922 9,532

Trade and other receivables 298 162

Other current assets 159 100

Current tax assets 44 17

Inventories 33 14

Cash and cash equivalents ^[1] 1,320 529

Total current assets 1,854 822

Total assets 17,776 10,354

Equity and liabilities

Total shareholders’ equity 13,050 8,481

Non-controlling interest (8) 5

Total equity 13,042 8,486

Borrowings 2,204 474

Deferred tax liabilities 910 546

Lease liability 316 66

Non-current provisions and other liabilities 27 2

Total non-current liabilities 3,457 1,088

Borrowings 37 9

Lease liability 59 21

Provisions 63 0

Trade and other liabilities 1,082 713

Current tax liabilities 36 37

Total current liabilities 1,277 780

Total liabilities 4,734 1,868

Total equity and liabilities € 17,776 € 10,354

[1] Cash and cash equivalents for the year ended 31 December 2021 include a cash balance of €190 million (2020: nil) that is contractually restricted from general use for a maximum duration of three years

v3.22.0.1

Consolidated statement of changes in equity - EUR (€)
€ in Millions

Total

Total shareholders‘ equity

Share capital

Share premium

Foreign currency translation

Fair value through OCI reserve
^[2]
Equity-settled share-based payments reserve

Equity component of convertible bonds

Accumulated deficits

Non-controlling interest

Equity at beginning of period at Dec. 31, 2018 € 143 € 143 € 2 € 250 € (3) € 5 € (111)

Equity at beginning of period (Initial application of IFRS 16) at Dec. 31, 2018 (1) (1) (1)

Equity at beginning of period (Currently stated) at Dec. 31, 2018 142 142 2 250 (3) 5 (112)

Total comprehensive (loss) / income (105) (105) 16 (121)

Issuance of shares 430 430 0 430

Issuance of shares related to business combination 653 653 1 652

Transaction costs (12) (12) (12)

Issuance of convertible bonds 23 23 € 23

Share-based payments ^[1] 3 3 0 4 (1)

Equity at end of period at Dec. 31, 2019 1,134 1,134 3 1,324 13 4 23 (233)

Total comprehensive (loss) / income (204) (204) (357) € 323 (170)

Issuance of shares 400 400 0 400

Issuance of shares related to business combination 7,112 7,107 3 7,104 € 5

Transaction costs (31) (31) (31)

Issuance of convertible bonds 51 51 51

Share-based payments ^[1] 24 24 0 4 20

Equity at end of period at Dec. 31, 2020 8,486 8,481 6 8,801 (344) 323 24 74 (403) 5

Total comprehensive (loss) / income (312) (299) 717 (1,016) (13)

Issuance of shares 400

Issuance of shares related to business combination 4,780 4,780 3 4,637 140

Transaction costs (33) (33) (33)

Issuance of convertible bonds 139 139 139

Deferred tax on convertible bonds 15 15 15

Share-based payments 72 72 0 45 24 3

Transfer to accumulated deficits € (323) 323

Direct equity movements from associates (79) (79) (79)

Other 4 4 4

Equity at end of period at Dec. 31, 2021 € 13,042 € 13,050 € 9 € 13,450 € 373 € 188 € 198 € (1,168) € (8)

[1] In 2020, Just Eat Takeaway.com changed its accounting policy to present share options exercised as part of share premium instead of accumulated deficits

[2] Fair value gain on our investment in Just Eat prior to obtaining control, refer to Note 11 Business combinations

v3.22.0.1

Consolidated statement of cash flows - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Operating cash flows

Loss for the period € (1,029) € (170) € (121)

Adjustments:

Depreciation, amortisation and impairment 443 174 35

Gain on joint venture disposal 0 0 (6)

Share of results of associates and joint ventures 62 16 0

Expense related to share-based payments 76 23 3

Finance income and expense recognised in profit or loss 52 27 16

Other non-cash adjustments 1 0 2

Income tax (benefit) / expense recognised in profit or loss (8) 5 35

Cash flows from (used in) operations before changes in working capital (403) 75 (36)

Movement in working capital

(Increase) in inventories (17) (6) 0

(Increase) / decrease in trade and other receivables 5 (38) (8)

(Increase) / decrease in other current assets 7 (68) (27)

Increase in trade and other liabilities 85 262 18

Net cash generated by / (used in) operations (323) 225 (53)

Interest paid (47) (14) (7)

Income taxes paid (53) (33) (3)

Net cash generated by / (used in) operating activities (423) 178 (63)

Cash flows from investing activities

Investment in other intangible assets (53) (16) (1)

Investment in property and equipment (98) (27) (8)

Repayments of loans carried at amortised cost 0 0 2

Acquisition of subsidiaries, net of cash acquired 128 113 (489)

Investment in equity instruments 0 0 (7)

Proceeds from sale of investment in joint venture 0 0 6

Funding provided to associates and joint ventures (83) (55) 0

Net cash generated by / (used in) investing activities (106) 15 (497)

Cash flows from financing activities

Proceeds from issuance of ordinary shares 4 400 431

Transaction costs related to issuance of ordinary shares accounted through equity (33) (31) (12)

Principal elements of lease payments (37) (12) (8)

Proceeds from borrowings 1,409 434 265

Transaction costs related to the borrowings (15) (6) (6)

Repayments of borrowings 0 (493) (150)

Taxes paid related to net settlement of share-based payment awards (16) 0 0

Net cash generated by financing activities 1,312 292 520

Net increase / (decrease) in cash and cash equivalents 783 485 (40)

Cash and cash equivalents at beginning of year 529 ^[1] 50 ^[1] 90

Effects of exchange rate changes of cash held in foreign currencies 8 (6) (0)

Cash and cash equivalents at end of year ^[1] € 1,320 € 529 € 50

[1] Cash and cash equivalents for the year ended 31 December 2021 include a cash balance of €190 million (2020: nil) that is contractually restricted from general use for a maximum duration of three years

v3.22.0.1

Consolidated statement of cash flows (Parentheticals) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Statement of cash flows [abstract]

Restricted cash € 190

Maximum restricted period for general use, cash and cash equivalents 3 years

v3.22.0.1

General
12 Months Ended

Dec. 31, 2021

General

General
1 General

Just Eat Takeaway.com is a leading global online food delivery marketplace focused on connecting consumers and Partners through its platforms.

Just Eat Takeaway.com N.V. (the “Company”) is a public limited liability company incorporated under the laws of the Netherlands and domiciled in Amsterdam, the Netherlands. The Company and the entities controlled by the Company (its subsidiaries) are referred to herein as “Just Eat Takeaway.com”, with the Company being the ultimate parent. The Company’s shares are traded on Euronext Amsterdam (ticker symbol: TKWY), its Crest Depositary Interests (“CDIs”) are traded on the London Stock Exchange (ticker symbol: JET), and, since 15 June 2021, American Depositary Shares (“ADSs”) are traded on Nasdaq (ticker symbol: GRUB). The Company is registered at the Commercial Register of the Chamber of Commerce in Amsterdam, the Netherlands under number 08142836.

Amounts in these Notes to the consolidated financial statements (the “Notes”) are in € millions unless related to number and/or nominal value of shares, number and/or fair value elements of share options, or stated otherwise. Due to rounding, amounts in the tables may not add up precisely to the totals provided. Percentages used are based on unrounded figures.

v3.22.0.1

Basis of preparation
12 Months Ended

Dec. 31, 2021

Basis of preparation

Basis of preparation

2 Basis of preparation

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements are prepared for the purpose of filing the annual report on Form 20-F with the United States Securities and Exchange Commission ("SEC"). These consolidated financial statements for the year ended 2021 were authorised for issue by the Management Board of the Company (the “Management Board”, and members of the Management Board, “Managing Directors”) and the Supervisory Board of the Company (the “Supervisory Board”, and members of the Supervisory Board, “Supervisory Directors”) on 2 March 2022.

These consolidated financial statements are not the statutory consolidated financial statements of the Company for the years ended 31 December 2021, 2020 or 2019. Certain amounts reported in these consolidated financial statements differ from the amounts included in the statutory consolidated financial statements due to the timing of certain entries and adjustments made in the statutory consolidated financial statements for the years ended 31 December 2021, 2020 and 2019 relating to years ended 31 December 2020, 2019 and 2018.

The statutory consolidated financial statements were prepared in accordance with IFRS as adopted for use in the European Union by the European Commission and in conformity with Part 9 of Book 2 of the Dutch Civil Code. The statutory consolidated financial statements for the year ended 31 December 2021 were authorised for issue by the Management Board of the Company and Supervisory Board of the Company on 2 March 2022. The adoption of the statutory consolidated financial statements is reserved for the shareholders in the Annual General Meeting ("AGM") scheduled for 4 May 2022.

The statutory consolidated financial statements for the year ended 31 December 2020 were authorised for issue by the Management Board and Supervisory Board on 10 March 2021 and were adopted by the shareholders in the AGM on 12 May 2021. The statutory consolidated financial statements for the year ended 31 December 2019 were authorised for issue by the Management Board and Supervisory Board on 12 February 2020 and adopted by the shareholders in the Annual General Meeting on 14 May 2020. Those statutory financial statements, which were audited in accordance with International Standards on Auditing, remain as issued and approved in line with Dutch requirements.

Amendments to 2020 presentation
During 2021, Just Eat Takeaway.com changed the classification of Outsourced service costs incurred in certain markets to reflect more appropriately the nature of the expenses and to further improve presentation. Comparative amounts in the Consolidated statement of profit or loss and other comprehensive loss and related Notes were reclassified for consistency. As a result, €47 million was reclassified from Staff costs to Other operating expenses (2019: nil).

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis unless stated otherwise. Income and expenses are accounted for on an accrual basis.

Reference is made to the significant accounting policies as included in the relevant Notes to the consolidated financial statements for more detailed information on the measurement basis. These policies have consistently been applied by Just Eat Takeaway.com.

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, Just Eat Takeaway.com considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described as follows:

•           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 value measurement is directly or indirectly observable.

•           Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Going concern

The Management Board has assessed the going concern assumptions of Just Eat Takeaway.com during the preparation of the consolidated financial statements. The assessment includes knowledge of Just Eat Takeaway.com, the estimated economic outlook and identified risks and uncertainties in relation thereto. Furthermore, the review of our strategic plan and budget, including expected developments in liquidity, short- and long-term cash flow projections, debt and capital were considered. There are no events or conditions that give rise to doubt the ability of Just Eat Takeaway.com to continue as a going concern for a period of twelve months from the date the consolidated financial statements are authorised for issue. Consequently, it has been concluded that it is reasonable to apply the going concern concept as the underlying assumption for the consolidated financial statements.

Covid-19

The onset of the Covid-19 pandemic during 2020 and the ensuing measures introduced by governments over the course of 2020 and 2021 across our markets has had an impact on our business. The overall impact of Covid-19 on Just Eat Takeaway.com’s financial condition and results of operations has been accelerated order growth rates with more consumers joining the platforms and ordering online. The economic uncertainty caused by the Covid-19 pandemic and the extent to which the Covid-19 pandemic will continue to impact Just Eat Takeaway.com’s businesses, operations and financial results, including the duration and magnitude of such effects, will depend on numerous unpredictable factors. The Management Board will continue to monitor these factors and the impact thereof on its business and results of operations.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and the entities controlled by the Company (its subsidiaries).

Control

The Company controls an entity when it has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. All relevant facts and circumstances are considered in assessing whether or not the Company’s voting and share rights in an investee are sufficient to give it power.

Non-controlling interest

Non-controlling interests in subsidiaries are identified separately from Just Eat Takeaway.com N.V.’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Consolidation process

Consolidation of a subsidiary begins when control over the subsidiary is obtained and ceases when control over the subsidiary is lost. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss and other comprehensive income or loss (“OCI”) from the date the Company gains control until the date when the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Just Eat Takeaway.com accounting policies. All intra-group assets and liabilities, equity, income and expenses, including any unrealised income and expenses, relating to transactions between members of Just Eat Takeaway.com are eliminated in full upon consolidation.

Profit or loss and each component of OCI are attributed to the shareholders of Just Eat Takeaway.com and to the non-controlling interests. Total comprehensive income or loss of the subsidiaries is attributed to the owners of Just Eat Takeaway.com and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Foreign currencies

Functional and presentation currency

These consolidated financial statements are presented in euros, which is the Company’s functional currency and the presentation currency for the consolidated financial statements.

Foreign currency transactions

In preparing the financial statements of each individual Just Eat Takeaway.com entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in OCI and reclassified from equity to profit or loss on repayment of the monetary items.

Foreign operations

The assets and liabilities of Just Eat Takeaway.com’s foreign operations, including goodwill and fair value adjustments arising on acquisitions, are translated into euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in OCI and accumulated in a foreign currency translation reserve as part of shareholders’ equity.

Impairment of non-financial assets

At each reporting date, the carrying amounts of non-financial assets of Just Eat Takeaway.com are reviewed to determine whether there is any indication that those assets may be impaired. If any indication of impairment exists, the recoverable amount of the asset is estimated in order to determine if there is any impairment loss. Goodwill is tested annually for impairment and whenever an impairment trigger is identified.

Where the asset does not generate cash flows that are independent from other assets, they are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating unit (“CGU”). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the business combination.

The recoverable amount is the greater of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present values using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised with regard to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then to reduce the carrying amount of the other assets in the CGU on a pro-rata basis. An impairment loss can be reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss of goodwill is not subsequently reversed.

Receivables are financial assets subsequently measured at amortised cost and are assessed for impairment using the “expected credit loss” model, refer to Note 16 for further details.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and reported as a net amount in the consolidated statement of financial position when there is a legally enforceable right to offset the amounts recognised and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Just Eat Takeaway.com entity or the counterparty.

Consolidated statement of cash flows

The consolidated statement of cash flows has been prepared using the indirect method. The indirect method implies that the consolidated result for the year is adjusted for items and expenses that are not cash flows and for autonomous movements in operating working capital (excluding impact from business acquisitions). Cash payments to employees and suppliers are recognised as cash flows from operating activities. Cash flows from operating activities also include costs of business acquisition and divestment-related costs, spending on provisions, and income taxes paid on operating activities.

Cash flows from investing activities are those arising from capital expenditure and disposal, additions and disposals of loans carried at amortised cost, additions and disposals of joint ventures and equity investments, and from the acquisition of business combinations. Cash and cash equivalents available at the time of acquisition or sale are deducted from the related payments or proceeds.

Cash flows from financing activities comprise the cash receipts of the exercise of share options, payments for issued shares, debt instruments, and short-term financing.

New and amended standards

In the current period, Just Eat Takeaway.com has mandatorily adopted a number of amendments to IFRS issued by the IASB that are effective for the current accounting period.

The following amendments to standards were applied for the first time in 2021, resulting in consequential changes to the accounting policies and other Note disclosures, where applicable:

•           Amendments to IFRS 16 Covid-19-related Rent Concessions (beyond 30 June 2021)

•           Amendments to IFRS 4 Insurance contracts - deferral of IFRS 9

•           Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest rate benchmark reform - phase 2

The abovementioned amendments do not have a significant impact on the disclosures or on the amounts reported in these consolidated financial statements.

New and amended standards and interpretations not yet effective

Certain new accounting standards and interpretations have been issued but are not yet effective for the year ended 31 December 2021 and have not been early adopted:

•           Adoption of IFRS 17 Insurance contracts

•           Amendments to IAS 1 Classification of Liabilities as Current or Non-current

•           Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting policies

•           Amendments to IAS 8 Definition of Accounting Estimates

•           Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction

•           Amendment to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets, and Annual Improvements 2018-2020

•           Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

None of the accounting standards issued but not yet effective are expected to have a significant impact on these consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty

In applying Just Eat Takeaway.com’s accounting policies, the Management Board is required to make judgements that may have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying Just Eat Takeaway.com’s accounting policies

The following are the critical accounting judgements that have the most significant effect on the amounts recognised in the consolidated financial statements:

Principal versus agent revenue recognition

Judgement is required in evaluating whether we are the principal or an agent in transactions with our customers. The evaluation is based on whether Just Eat Takeaway.com controls the goods or services provided to the customer and therefore is the principal in the transaction and presents revenue on a gross basis, or arranges for other parties to provide the service to the customer and therefore is an agent in the transaction and presents revenue on a net basis.

The Management Board has determined that, for order facilitation services, Just Eat Takeaway.com is an agent as consumers use the Just Eat Takeaway.com platforms to choose a Partner’s distinct offerings and place an order for them, with fulfilment of the food order always remaining the responsibility and within the control of the Partner. Just Eat Takeaway.com does not pre-purchase or otherwise obtain control of the Partner’s goods or services prior to their transfer to the consumer.

In addition to order facilitation services, Just Eat Takeaway.com includes the option of delivery services in contracting with Partners. If Just Eat Takeaway.com contracts with a Partner for Just Eat Takeaway.com to provide delivery services, the Management Board has determined that the delivery service is controlled by Just Eat Takeaway.com because (i) Just Eat Takeaway.com has the responsibility for performing the delivery service, including but not limited to, identifying and directing the couriers to perform the delivery services, thereby controlling the service before it is transferred to the consumer; (ii) Just Eat Takeaway.com remains at all times primarily responsible to its customers for delivering the food to the consumer; and (iii) Just Eat Takeaway.com has sole discretion in setting the transaction price for the delivery services (as well as the other key terms) and the sole ability to decline services for delivery.

The majority of Just Eat Takeaway.com’s revenue is recognised when the transaction is completed, i.e. when the order is delivered to the consumer and it is probable that Just Eat Takeaway.com will collect the related consideration, that being on delivery of food to a consumer. Just Eat Takeaway.com typically receives the fees within a short period of time following completion of the transaction. Order facilitation commission revenue is recorded on a net basis as Just Eat Takeaway.com has concluded that it is acting as an agent. Fees and commissions for delivery services are recognised in revenue, with the cost incurred in providing the delivery services and processing transactions included in order fulfilment costs, as Just Eat Takeaway.com has concluded that it is acting as the principal where Just Eat Takeaway.com controls the delivery service.

Taxation

As a result of the geographical spread of our operations and the varied, increasingly complex nature of local and global tax law, there are some transactions for which the ultimate tax determination is uncertain during the ordinary course of business. Resolving tax issues can take several years and is not always within our control.

For each Just Eat Takeaway.com entity, the current income tax expense is calculated and (material) differences between the accounting and tax base are determined, resulting in deferred tax assets or liabilities. These calculations may deviate from the final tax assessments, which will be received in future periods.

In determining the amount of current and deferred tax, the impact of uncertain tax positions and whether additional taxes and interest may be due are taken into account. Just Eat Takeaway.com believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that the relevant tax authority will not accept the tax treatment under tax law. The provisions are measured at the best estimate of the amount expected to become payable. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognised in the period in which the change occurs. This requires the application of judgement as to the ultimate outcome, which can change over time depending on facts and circumstances. Judgements mainly relate to transfer pricing, including inter-company financing, expenditure deductible for tax purposes and restructuring of the assets in order to align the tax and legal structure with the business model of Just Eat Takeaway.com.

A deferred tax asset is recognised to the extent that it is probable that sufficient and suitable future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. Relevant tax law is considered to determine the availability of the losses to offset against the taxable profits in the future. Recognition of deferred tax assets therefore involves judgement regarding the future financial performance of the entities for which the deferred tax asset has been recognised and is therefore inherently uncertain. See Note 9 for details of the deferred tax asset arising from tax losses recognised.

Liabilities in respect of uncertain tax positions, if these would occur, are measured based on interpretation of country-specific tax law and assigning probabilities to the possible likely outcomes and range of taxes payable in order to ascertain a weighted average probable liability. In-house tax experts, external tax experts and previous experience are used to help assess the tax risks when determining and recognising such liabilities. See Note 9 for details of the uncertain tax positions.

Key sources of estimation uncertainty

The following are the key sources of estimation uncertainty that have the most significant effect on the amounts recognised in financial statements:

Valuation of goodwill and intangible assets

Business combinations entered into during the period require an estimation of the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed. The key sources of estimation uncertainty are related to the initial valuation of goodwill and intangible assets. This requires an estimation of the future cash flows expected to arise from the acquisition and a suitable discount rate in order to calculate present value. The assumptions included to derive these discounted cash flows include order growth rates and the weighted average cost of capital ("WACC"). In addition, the valuation of individual intangible assets is dependent on estimates regarding royalty rates (Technology platforms and Brand names) and attrition rates (Consumer lists and Restaurant databases).

Refer to Note 11 for more information on business combinations.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires the Management Board to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, an impairment loss may arise.

The key sources of estimation uncertainty in the assessment of goodwill impairment are the assumptions around the forecast period, revenue growth rates, long-run Adjusted EBITDA margin, and the WACC. Should the actual performance be worse than assumptions made relating to the forecast period, revenue growth and long-run Adjusted EBITDA margin, or if future outlook changes over time, there is a significant risk of a material adjustment to goodwill within the next 12 months. Changes in the competitive or regulatory environment or changes in technology could result in significant changes to revenue growth and the long-run Adjusted EBITDA margin. For example, a new competitor may enter a market, commission (fee caps), labour or other relevant regulations may change. Such risks are actively monitored and factored into future cash flow estimates when known or anticipated.

Refer to Note 12 for more information on the carrying amounts and impairment analyses performed.

Impairment of intangible assets other than goodwill

Intangible assets other than goodwill are impaired if the carrying value exceeds the recoverable amount (i.e. the higher of fair value less costs of disposal and value in use). An impairment test is carried out on the intangible asset or CGU where there is an indication of impairment during the year. In such cases, the Management Board determines the value in use by estimating the future cash flows expected to arise from the asset or CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

Refer to Note 13 for more information on the nature of these intangible assets, the carrying amounts and impairment analyses performed.

Useful lives of other intangible assets

The useful lives of intangible assets other than goodwill are determined based on best practice within Just Eat Takeaway.com and are in line with common market practice. Just Eat Takeaway.com reviews the remaining useful lives of its other intangible assets annually.

The uncertainty included in this estimate is that the useful lives are estimated longer or shorter than the actual useful lives of the intangible assets, which could possibly result in changes in amortisation in future years and/or impairments at the end of the actual useful lives of the related intangible assets.

Provisions and contingencies

In determining the likelihood and timing of potential cash outflows, Just Eat Takeaway.com needs to make estimates. For claims and litigation, the assessment is based on internal and external legal assistance and established precedents. For contingencies, Just Eat Takeaway.com is required to exercise significant judgement to determine whether the risk of loss is possible but not probable. Contingencies involve inherent uncertainties including, but not limited to, court rulings and negotiations between affected parties.

Refer to Note 23 and Note 30 for more information on provisions and contingencies.

v3.22.0.1

Revenue
12 Months Ended

Dec. 31, 2021

Revenue

Revenue
3 Revenue

Revenue is measured based on the consideration to which Just Eat Takeaway.com expects to be entitled from contracts with customers and excludes amounts collected on behalf of third parties. Just Eat Takeaway.com recognises revenue when it transfers control of a product or service to a customer.

A performance obligation is the unit of account for revenue recognition. At contract inception, Just Eat Takeaway.com identifies the performance obligations within the contract. To determine whether a promised service (or bundle of services) is distinct, Just Eat Takeaway.com applies judgment using two criteria:

• Capable of being distinct: the customer can benefit from the good or service on its own or together with other readily available resources. If Just Eat Takeaway.com regularly sells the good or service separately, then this is an indicator for the good or service’s capability of being distinct.

•
Distinct within the context of the contract: Just Eat Takeaway.com considers a promise distinct within the context of the contract when the promised transfer of the good or service is separately identifiable from other promises in the contract.

Revenue is derived principally from commission fees paid by Partners for use of Just Eat Takeaway.com’s platforms in connecting Partners to consumers and from delivery services provided. Revenue is presented net of any discounts provided to Partners or consumers, VAT and other sales-related taxes. There are no significant financing components in the contracts.

Revenue, disaggregated according to whether it is order-driven or ancillary in nature, is as follows:

€ millions

2021

2020

2019

Order-driven revenue

4,314

1,975

410

Ancillary revenue

181

67

6

Revenue

4,495

2,042

416

Just Eat Takeaway.com has revised its disaggregation of revenue. The purpose of the revision is to distinguish between revenues which are earned directly from orders placed on Just Eat Takeaway.com's platforms and revenues which are not. The comparatives have been adjusted accordingly.

For all revenue streams of Just Eat Takeaway.com, no obligation for returns or other forms of warranty are applicable, other than the vouchers and refunds issued as described below.

Due to Just Eat Takeaway.com’s highly fragmented participating Partner base, no single Partner contributed 10% or more to Just Eat Takeaway.com’s revenue in 2021 (2020: none, 2019: none).

Order-driven revenue

Order-driven revenue consists of all revenue streams which are earned from orders placed on Just Eat Takeaway.com’s platforms. Order-driven revenue is earned from Partners and consumers and primarily includes commission fees and consumer delivery fees which are charged on a per order basis.

Commission revenue

Commission revenue is earned through the contracts with Partners and through arrangements entered into with consumers via Just Eat Takeaway.com’s ordering platforms. Commission revenue primarily arises from commission fees charged for order facilitation services, including those commissions from Partners where Just Eat Takeaway.com also provides the delivery services.

The primary performance obligation in the contracts with Partners is to connect Partners with consumers and facilitate orders. For Partners that do not deliver themselves, there is an additional performance obligation to provide delivery services.

Commission revenue is primarily earned from Partners on a per order basis as a percentage of the order value. The commission charged covers both the order facilitation performance obligation and, where the Partner has opted for delivery services, commission for that delivery service performance obligation. Revenue is recognised when the order is delivered, being the point at which no transactional obligations remain. Just Eat Takeaway.com typically receives the fees within a short period of time following completion of the transaction.

For the order facilitation service, Just Eat Takeaway.com acts as an agent and recognises revenue on a net basis. For the delivery service, Just Eat Takeaway.com acts as a principal and recognises revenue on a gross basis, with the cost of delivery recorded in Order fulfilment costs.

Consumer delivery fees

Consumer delivery fee revenue is earned when Just Eat Takeaway.com is responsible for providing the delivery services for orders from Partners that do not deliver themselves.

Consumer delivery fees are charged on a per order basis. Revenue is recognised when the order is delivered, being the point at which no transactional obligations remain. This is irrespective of whether the individual making the delivery is an employed courier, independent contractor or a courier hired through a third-party delivery company or agency, as Just Eat Takeaway.com maintains primary responsibility for delivery under all of these arrangements. Just Eat Takeaway.com typically receives the fees within a short period of time following completion of the transaction. For the delivery service, Just Eat Takeaway.com acts as a principal and recognises revenue on a gross basis, with the cost of delivery recorded in Order fulfilment costs.

Vouchers and refunds

Discount vouchers are offered to a limited number of consumers to acquire, re-engage, or generally increase consumers’ use of Just Eat Takeaway.com’s platforms. Discount vouchers are recognised as a reduction to revenue when the voucher is redeemed by the consumer. As the discount does not establish a contract with the consumer and is in respect of future orders, no liability is recorded at the point when the discount vouchers are issued. Discount vouchers have an expiry date.

Refunds and customer care vouchers are given where there is an unsatisfactory consumer experience. Refunds and customer care vouchers are recognised as a reduction to revenue when the refund or voucher is awarded, which typically occurs shortly after the original order. Upon issuance of a voucher a proportion of the transaction price is allocated and deferred as a liability. The liability recognised at the end of each reporting year reflects amounts for customer care vouchers not yet redeemed or credited to a consumer’s account, excluding any which have expired or are not expected to be redeemed.

Ancillary revenue

Ancillary revenue consists of any other revenue streams which are not earned from orders placed on Just Eat Takeaway.com's platforms. It primarily includes sale of merchandise, promoted placement fees which are not earned on a per order basis, and subscription fees.

Merchandise

Revenue for the sale of merchandise is recognised at the point the goods are delivered and control has transferred to Partners.

Promoted placement

Depending on the market, promoted placement fees are charged to Partners using a cost per order model, which is classified as order-driven revenue, and cost per click model or a fixed-fee model which are classified as ancillary revenues as they do not relate directly to orders.

For all three models, Just Eat Takeaway.com’s performance obligation is to place the Partner in a promoted position appearing more prominently in the search results on the platform for selected locations and, for the fixed fee model, for a specific duration as agreed upon in the contract. Under the cost per order and cost per click models, revenue is recognised when the order is delivered or when the clicks have been generated, respectively. Under the fixed fee model, revenue is recognised on a time-elapsed basis over the duration of the contract.

Subscription fees

Subscription revenue consists of subscription fees charged either to Partners to access the platforms or to consumers in return for zero delivery fees on qualifying orders from eligible Partners. Just Eat Takeaway.com's performance obligations to Partners and consumers are respectively to provide access to the platforms and to stand-ready to provide delivery services. Just Eat Takeaway.com acts as a principal for both performance obligations. Revenue is recognised on a time-elapsed basis over the period of the contract as this best reflects the transfer of the services to Partners and consumers.

Contract Acquisition Costs

Just Eat Takeaway.com defers the incremental costs of obtaining and renewing Partner contracts, primarily consisting of commissions and bonuses and related payroll taxes, as contract acquisition assets within Other non-current assets. Contract acquisition assets are amortised on a straight-line basis to Staff costs over the useful life of the contract, which is estimated to be approximately 4 years based on anticipated customer renewals. As at 31 December 2021, Just Eat Takeway.com deferred €20 million of contract acquisition costs (2020: nil). During 2021, €1 million of related expenses were amortised (2020: nil, 2019: nil).

v3.22.0.1

Order fulfilment cost
12 Months Ended

Dec. 31, 2021

Order fulfilment cost

Order fulfilment cost
4 Order fulfilment cost

Order fulfilment costs consist of courier costs and order processing costs.

Courier costs relate to wages and salaries, social security charges, pension premium contributions for couriers with whom Just Eat Takeaway.com has an employment agreement and other courier related costs. In addition, courier costs include the cost of engaging couriers through agencies, as independent contractors or through third-party delivery companies as contracted by Just Eat Takeaway.com.

The order processing costs contain fees charged by external online payment service providers to process online payments for consumers on behalf of the Partner; order management costs for transmitting orders from consumers to Partners (such as the costs of the infrastructure, SMS costs and the cost of GPRS printers); and other costs, including the cost of merchandise sold.

€ millions

2021

2020

2019

Courier costs

2,517

727

70

Order processing costs

406

193

41

Order fulfilment costs

2,923

920

111

Order processing costs mainly contain online payment services costs of €271 million (2020: €93 million, 2019: €21 million) and order management costs of €94 million (2020: €51 million, 2019: €13 million).

v3.22.0.1

Share-based payments
12 Months Ended

Dec. 31, 2021

Share-based payments

Share-based payments

6 Share-based payments

Equity-settled share-based payments to employees and Managing Directors are measured at the fair value of the equity instruments at the grant date (also referred to as the “measurement date”). The fair value excludes the effect of non-market-based vesting conditions.

The fair value determined at the measurement date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the number of shares and options that will eventually vest, with a corresponding increase in shareholders’ equity. At the end of each reporting period, the Company revises its estimate of the number of shares and options expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled share-based payments reserve.

Share-based payment transaction in a business combination

When the share-based payment awards held by the employees of an acquiree (acquiree awards) are replaced by the Company’s share-based payment awards (replacement awards), both the acquiree awards and the replacement awards are measured in accordance with IFRS 2 (“market-based measure”) at the acquisition date. The portion of the replacement awards that is included in measuring the consideration transferred in a business combination equals the market-based measure of the acquiree awards multiplied by the ratio of the portion of the vesting period completed to the greater of the total vesting period or the original vesting period of the acquiree award. The excess of the market-based measure of the replacement awards over the market-based measure of the acquiree awards included in measuring the consideration transferred is recognised as remuneration cost for post-combination service.

However, when the acquiree awards expire as a consequence of a business combination and the Company replaces those awards when it does not have an obligation to do so, the replacement awards are measured at their market-based measure in accordance with IFRS 2. All of the market-based measure of the replacement awards is recognised as remuneration cost for post-combination service.

At the acquisition date, when the outstanding equity-settled share-based payment awards held by the employees of an acquiree are not exchanged by the Company for its share-based payment awards, the acquiree share-based payment transactions are measured at their market-based measure at the acquisition date. If the share-based payment transactions have vested at the acquisition date, they are included as part of the non-controlling interest in the acquiree. However, if the share-based payment transactions have not vested at the acquisition date, the market-based measure of the unvested share-based payment transactions is allocated to the non-controlling interest in the acquiree based on the ratio of the portion of the vesting period completed to the greater of the total vesting period or the original vesting period of the share-based payment transaction. The balance is recognised as remuneration cost for post-combination service.

The following share-based payment schemes existed during the period:

•           Long-Term Incentive Plans (“LTIPs”) for the Management Board;

•           Short-Term Incentive plan (“STI”) for the Management Board;

•           The newly adopted Employee Long Term Incentive Plan ("ELTIP");

•           The newly adopted Employee Short Term Incentive Plan ("ESTI");

•           The Employee Share Options Plan (“ESOP”);

•           The Performance Share Plan (“PSP”) and Restricted Share Plan (“RSP”);

•           The Just Eat Sharesave Plans and the Just Eat Deferred Share Bonus Plan 2018 (“DBSP”); and

•           The rolled-over Grubhub share plans ("the Grubhub rollover plans"), including:

•           the Grubhub Inc. 2015 Long-Term Incentive Plan;

•           the 2013 Omnibus Incentive Plan;

•           the SCVNGR, Inc. 2013 Stock Incentive Plan; and

•           the Tapingo Ltd. 2011 Option Plan.

LTIPs

The Company has equity-settled performance-based LTIPs in place for the Management Board to strengthen the alignment with shareholders’ interests. There have been five grants under the LTIPs:

•           LTIPs 2017-2019, 2018-2020 and 2019-2021, all vested as per 31 December 2021;

•           LTIP 2020-2023 granted as at 21 May 2020 (legal grant date); and

•           LTIP 2021-2024 granted as at 19 May 2021 (legal grant date).

Under these LTIPs, conditional performance options were granted to each Managing Director. These options shall vest three years after the relevant grant date, subject to service conditions, non-market and market performance conditions to be assessed over a three-year period.

The target award level is 100% of base fee for each Managing Director. The number of conditionally granted share options is 100% of base fee divided by the share price average of the five-day period after the annual general meeting. The LTIP 2019-2021 vested as per 31 December 2021 and based on the relative weight of the targets under the performance conditions, 100% of the granted share options vested.

The measurement date is the date at which the Company and the Managing Directors agree to the LTIP and requires that the Supervisory Board and all Managing Directors have a shared understanding of the terms and conditions of the LTIP. Under the remuneration policy there is an annual grant to each Managing Director with a three-year vesting period for each grant.

The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the Managing Directors to be entitled unconditionally to the options granted. The vesting conditions are:

• One service condition (being continued employment for a period of three years from the grant date);

• Two non-market performance conditions (being revenue growth and a strategic target, with relative weights of 37.5% and 25% respectively); and

• One market performance condition (being relative Total Shareholder Return (TSR) against the AEX, FTSE 100, and NASDAQ 100 index with a relatively weight of 37.5%).

Since a variable number of conditional performance options to the value of a fixed amount is awarded, commonly known as share options “to the value of”, Just Eat Takeaway.com has assessed the impact of the service condition and performance conditions on the long-term incentive costs for the LTIPs.

The details of conditional performance share options granted under the LTIP for Managing Directors as at 31 December 2021 are as follows:

31 December 2021

31 December 2020

31 December 2019

Number of share options

Weighted-average exercise price (in €)

Number of share options

Weighted-average exercise price (in €)

Number of share options

Weighted-average exercise price (in €)

Outstanding as at the beginning of the period

89,559

40.10

80,023

46.25

83,905

47.38

Granted during the period

19,075

-

14,233

-

-

-

Forfeited during the period

-

-

-

-

(3,882
)
23.37

Exercised during the period

(5,780
)
23.37

(4,697
)
23.37

-

-

Expired during the period

-

-

-

-

-

-

Outstanding as at the end of the period

102,854

33.60

89,559

40.10

80,023

46.25

Exercisable as at the end of the period

69,546

44,003

15,535

The weighted average fair value for share options granted during the period was €30.93 (2020: €101.96, 2019: €0).

The conditional performance options were priced using Monte Carlo simulation. The inputs to the model for the share options were as follows:

LTIP 2021-2024

LTIP 2020-2023

Exercise price

nil

nil

Expected volatility

40.51

%

38.81

%

Expected dividend yield

0.00

%

0.00

%

Risk-free rate

-0.62

%

-0.72

%

Vesting period

3 years

3 years

Share price at valuation date

€

45.88

€

92.40

Average share price prior to performance period

€

93.53

€

77.84

The assumptions made in the pricing model for the LTIP are based upon publicly available market data and internal information and are as follows:

• The maximum number of shares and options to be granted to the LTIP participants is directly linked to the fixed salary of each Managing Director at grant date.

• The expected volatilities of the share prices of the Company and the constituents of the three indices (AEX, FTSE 100, NASDAQ 100) are based on the historical volatility on a daily basis, over a period of 3 years, prior to the valuation date.

• The correlation coefficients are based on the logarithm of the daily share price return over a 3-year period, prior to the valuation date.

• No dividends are expected to be declared during the vesting period.

• The risk-free rate is based on zero-coupon government bond yields based on the applicable currencies with a yield to maturity of 3 years.

• The constituents of the three indices (AEX, FTSE 100, NASDAQ 100) are determined at the start of the performance period.

Share options exercised under the LTIP during the period

5,780 of the share options granted under the LTIPs were exercised during 2021 with a weighted average share price of €46.88 (2020: 4,697 with a weighted average share price of €97.30, 2019: 0)).

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 7 years (31 December 2020: 8 years, 31 December 2019: 8 years). The exercise prices are between €0 and €54.62.

STI

The remuneration of the Managing Directors consists of variable remuneration in the form of STI, which will be delivered partly in cash and partly as a deferred award of shares in the Company. Any STI outcome achieved above 75% (at-target) of base fee will be delivered as a deferred award of Company shares, with the period of deferral being three years with one-third of the amounts deferred vesting and being capable of release at each anniversary of the making of the deferred award. The vested awards will be subject to a further holding period of two years.

Performance over each financial year is measured against stretching targets set by the Supervisory Board at the beginning of the year, based on the budget and taking into account the strategy aspirations. The maximum level of the STI outcome for a Managing Director is 150% of base fee per year.

The measurement date is the date at which the Company and the Managing Directors agree to the STI, and requires that the Supervisory Board and all Managing Directors have a shared understanding of the terms and conditions of the STI. The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the Managing Directors to be entitled to the shares granted. The vesting conditions include several non-market performance conditions.

The performance measures comprise of a mix of financial measures (75%) and non-financial measures (25%), supporting the strategy of Just Eat Takeaway.com:

•           Number of new consumers (25%);

•           Number of active consumers (25%);

•           Number of orders per consumer (25%); and

•           Certain personal / non-financial measures (25%).

STI outcomes are calculated following the determination of achievement against performance measures and targets measured over 12 months, from 1 January until 31 December of the relevant financial year.

Under the STI 2020, the number of deferred shares awarded was estimated to be 10,689 based on the five-day average share price prior to 31 December 2020. After adoption of the Annual Report 2021, a final number of 13,563 deferred shares were awarded, based on the five-day average share price post AGM 2021, with a weighted average fair value of €77.34.

Based on the STI outcome for 2021, no deferred shares were awarded to the Managing Directors.

ELTIP

The Company has implemented a new equity-settled Employee Long-term Incentive Plan. Under the ELTIP, depositary receipts on shares and share options are granted to eligible participants. The award value is based on the participant's job grade and is calculated as a percentage of base salary. The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the participants to be entitled unconditionally to the shares or options granted.

Share awards granted under this plan are not subject to any performance conditions, the only vesting condition applicable is a service condition, which is generally three years. The number of shares granted is the award value divided by the five-day average share price prior to the date of grant.

Share option awards under this plan are granted as nil-cost options that vest to the extent a service condition and performance conditions are satisfied, predominantly over a timespan of three years with some awards vesting quarterly or annually. Participants are not entitled to any dividends during the vesting period. No share options were granted to eligible employees during the period.

The details of shares granted under the ELTIP as at 31 December 2021 are as follows:

31 December 2021

Number of
shares

Weighted-average
grant-date fair value (in €)

Outstanding at the beginning of the period

-

-

Granted during the period

1,005,093

65.99

Forfeited during the period

(49,627
)

72.09

Vested during the period

(14,785
)

73.80

Expired during the period

-

-

Outstanding at the end of the period

940,681

65.55

ESTI
The Company has implemented a new equity-settled Employee Short-term Incentive Plan during 2021 as a result of the conversion from the cash bonus plan to an equity-based incentive plan. Under the ESTI, shares are granted to eligible participants subject to certain performance conditions.

The vesting period is the period during which all of the specified vesting conditions are to be satisfied in order for the participant to be entitled unconditionally to the shares granted. The vesting conditions are:

• A service condition, being continued from the start of the performance period, 1 January of the relevant year (or the date of employment, if later), until the final awards are granted to the participant, generally in March of the next financial year;

•

Two non-market performance conditions, with a relative weighting depending on the participant's job grade:

1. A personal performance element, based on the participant's performance rating over the relevant year;

2. A business performance element, based on Just Eat Takeaway.com's performance in relation to specified KPIs over the relevant year.

The details of shares granted under the ESTI as at 31 December 2021 are as follows:

31 December 2021

Number of
shares

Weighted-average
grant-date fair value (in €)

Outstanding at the beginning of the period

-

-

Granted during the period

544,424

51.40

Forfeited during the period

(11,403)

51.40

Vested during the period

-

-

Expired during the period

-

-

Outstanding at the end of the period

533,021

51.40

The award value is based on the participant's job grade and is calculated as a percentage of base salary. The performance period for these awards is from 1 January of the relevant year until 31 December of the relevant year. Participants are not entitled to any dividends during the vesting period.

As per 31 December 2021, the personal performance element is not final as the personal performance ratings are still to be determined. At the end of the reporting period, Just Eat Takeaway.com has therefore estimated the number of equity instruments that will be awarded for the purposes of recognising the services received during the period between service commencement date and period end. Once the performance ratings are finalised, the estimate will be revised so that the amounts recognised for services received in respect of the grant are ultimately based on the actual number of equity instruments awarded.

ESOP

The Company has an equity-settled ESOP for senior management and certain other employees. Under the ESOP, depositary receipts on shares and share options are awarded to participants on an annual basis. The vesting of these shares and share options is solely subject to a service condition being continued employment of 3 years. The contractual life of the share options is 10 years from the grant date.

The vesting of the shares and share options under the ESOP is 0% in the first year after the grant date, 67% in the second year after the grant date, and 33% in the third year after the grant date. For the shares granted under the ESOP in 2020, vesting is generally in three equal parts over the three-year vesting period. However, given that the ESOP Participant must remain in service, the long-term incentive costs are spread equally over the service period.

No new grants were made under this plan in 2021.

The details of shares and share options granted under the ESOP as at 31 December 2021 are as follows:

31 December 2021

31 December 2020
31 December 2019

Number of
share options

Weighted-
average
exercise price
(in €)

Number of
shares

Weighted-average
grant-date
fair value
(in €)

Number of
share options
Weighted-
average
exercise price
(in €)
Number of
shares
Weighted-average
grant-date
fair value
(in €)
Number of
share options
Weighted-
average
exercise price
(in €)

Number of
shares
Weighted-average
grant-date
fair value
(in €)

Outstanding at the beginning of the period

87,185

39.14

130,231

72.96

118,434
34.46
102,956
44.20
126,102
25.46
153,897
25.71

Granted during the period

-

-

-

-

5,691
80.17
80,572
80.79
30,084
60.96
54,481
60.09

Forfeited during the period

(1,575
)
65.41

(3,496
)
68.63

(2,438 ) 63.23
(4,318 ) 62.00
(836 ) 54.62
(1,576 ) 54.62

Exercised/vested during the period

(2,851
)
51.45

(60,145
)
69.46

(34,502 ) 25.37
(48,979 ) 26.36
(36,916 ) 24.85
(103,846 ) 24.98

Expired during the period

-

-

-

-

-
-
-
-
-
-
-
-

Outstanding at the end of the period

82,759

39.37

66,589

76.34

87,185
39.14
130,231
72.96
118,434
34.46
102,956
44.20

Exercisable at the end of the period

69,545

55,580

50,758

Share options exercised during the period

2,851 of the vested share options were exercised during 2021 (2020: 34,502, 2019: 36,916). The weighted-average share price at the date of exercise amounted to €79.06 (2020: €81.78, 2019: €72.63).

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 6 years (31 December 2020: 7 years, 31 December 2019: 8 years). The exercise prices are between €23.37 and €84.44.

PSP and RSP

The PSP and the RSP are equity-settled share-based payments plans under which awards were granted to eligible participants to help incentivise sustained performance over the long term and to promote alignment with the shareholders’ interests. Awards under the PSP and RSP were granted as nil-cost options that vested to the extent performance conditions were satisfied, predominantly over a timespan of three years. RSP awards granted are not subject to any performance conditions, the only vesting condition applicable is a three-year service condition. No new grants were made under these plans in 2021.

As per 31 December 2021, the performance conditions for the awards granted under the PSP are still to be defined, with the expectation that all awards will vest at 100% of target. Just Eat Takeaway.com has therefore estimated the fair value of the equity instruments at the end of the reporting period for the purpose of recognising the services received during the period between service commencement date and the measurement date. Once the performance targets have been established, or the first vesting has occurred, the estimate will be revised so that the amounts recognised for services received in respect of the grant are ultimately based on the measurement date fair value of the equity instruments.

The details of the share options granted under the PSP and RSP as at 31 December 2021 are as follows:

PSP

RSP

31 December 2021

31 December 2020

31 December 2021

31 December 2020

Number of share options

Number of share options

Number of share options

Number of share options

Outstanding as at the beginning of the period¹

380,188

468,226

9,244

15,868

Granted during the period

-

-

-

-

Forfeited during the period

(72,186
)
(87,929
)
(720
)
(278
)

Exercised during the period

(30,469
)
(109
)
(862
)
(6,346
)

Expired during the period

-

-

-

-

Outstanding as at the end of the period

277,533

380,188

7,662

9,244

Exercisable as at the end of the period

21,189

13

-

-

¹The beginning of the period for 2020 is 15 April 2020, the date at which Just Eat Takeaway.com N.V. obtained control of Just Eat. Refer to Note 11 Business combinations for more details

Share options exercised during the period

31.331 of the vested share options were exercised during 2021 (2020: 6,455). The weighted-average share price at the date of exercise amounted to €72.76 (2020: 98.82).

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 8 years (31 December 2020: 8 years). Under the PSP and the RSP options were granted at nil cost.

Sharesave Plans and DSBP

The Sharesave Plans are equity-settled share-based payment under which eligible participants were offered the option to buy shares in Just Eat after a timespan of three years, based on a discounted share price set at grant date. Employees taking part in the scheme contribute to a savings pool from their salaries on a monthly basis, the full amount of which is repaid if the options lapse. The only vesting condition applicable to the Sharesave options is a three-year service condition.

The Just Eat Deferred Share Bonus Plan is an equity-settled share-based payment plan under which awards were granted to eligible participants based on a portion of the annual bonus for the preceding financial year. The award under this scheme vest in equal tranches over a three-year period.

No new grants were made under these plans in 2021.

The details of the share options granted under the Sharesave plans and the DSBP as at 31 December 2021 are as follows:

Sharesave Plans

DSBP

31 December 2021

31 December 2021

31 December 2020

31 December 2020

31 December 2021

31 December 2020

Number of share options

Weighted-average
exercise price (in €)

Number of share options

Weighted-average
exercise price (in €)

Number of share options

Number of share options

Outstanding as at the beginning of the period¹

18,908

55.74

29,942

54.79

4,734

8,168

Granted during the period

-

-

-

-

-

-

Forfeited during the period

(4,016
)
59.23

(989
)
54.33

-

-

Exercised during the period

(4,738
)
55.32

(10,045
)
47.80

(3,156
)
(3,434
)

Expired during the period

-

-

-

-

-

-

Outstanding as at the end of the period

10,154

61.29

18,908

55.74

1,578

4,734

Exercisable as at the end of the period

10,841

2,471

-

1,578

¹The beginning of the period for 2020 is 15 April 2020, the date at which Just Eat Takeaway.com N.V. obtained control of Just Eat. Refer to Note 11 Business combinations for more details

Share options exercised during the period

4,738 of the vested Sharesave options and 3,156 of the vested DBSP options were exercised during 2021 (2020: 10,045 and 3,434 respectively). The weighted-average share price at the date of exercise amounted to €76.48 (2020: 94.45).

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 1 year (31 December 2020: 3 years). The exercise prices are between €49.95 and €59.84 for the Sharesave schemes. Under the DSBP, options were granted at nil cost.

Share-based payment plans of Grubhub acquired in the current year

Several share-based payment plans were in place at Grubhub prior to the business combination. All of these arrangements qualify as equity-settled share-based payment plans. These plans were rolled over and continued substantially under the same terms as the original plans following the business combination, with the exception that the awards now relate to the Company and not Grubhub ("replacement awards"). Non-qualified and incentive stock options and restricted stock units outstanding under the Grubhub rollover plans at the time of the business combination were replaced. Stock options and restricted stock units vest over different lengths of time, but generally over 4 years, and are commonly subject to forfeiture upon termination of employment prior to vesting. For all share options outstanding as at 31 December 2021, the exercise price of the options equals the fair value of the options on the grant date. The maximum term for stock options issued to employees under the Grubhub Inc. 2015 Long-Term Incentive Plan, the 2013 Omnibus Incentive Plan and the assumed Tapingo and LevelUp incentive plans is 10 years, and they expire 10 years from the date of grant. Participants holding restricted stock units are not entitled to any dividends during the vesting period.

A portion of the replacement awards is included in measuring the consideration transferred to obtain control, refer to Note 11 Business combinations.

There were no unreplaced awards under any of these plans. Other than the replacement awards, no new grants were made under these plans in 2021.

The details of the shares and options granted under the Grubhub rollover plans as at 31 December 2021 are as follows:

31 December 2021

Number of
share options

Weighted-average
exercise price (in €)

Number of
shares

Weighted-average
grant-date fair value (in €)

Outstanding at the beginning of the period^¹

1,647,504

55.63

2,447,654

77.54

Granted during the period

-

-

-

-

Forfeited during the period

(55,493
)
103.67

(356,913
)
77.54

Exercised/vested during the period

(87,426
)
43.98

(606,610
)
77.54

Expired during the period

-

-

-

-

Outstanding at the end of the period

1,504,585

54.57

1,484,131

77.54

Exercisable at the end of the period

1,457,828

¹The beginning of the period is 15 June 2021, the date at which Just Eat Takeaway.com N.V. obtained control of Grubhub. Refer to Note 11 Business combinations for more details

Share options exercised under the Grubhub rollover plans during the period

87.426 of the vested share options were exercised during 2021. The weighted-average share price at the date of exercise amounted to €76.97.

Weighted average remaining assumed life outstanding share options

The share options outstanding as at 31 December 2021 had a weighted average remaining assumed life of 5 years. The exercise prices are between €0.24 and €29.04.

Total expense recognised for the period

Just Eat Takeaway.com recognised total expenses of €81 million related to equity-settled share-based payment transactions in 2021 (2020: €23 million, 2019: €3 million), of which €5 million is related to social securities These expenses are included in Staff costs.

Cash flow for the period

The cash flows related to the share options are included in the proceeds from issue of ordinary shares for the amount of €4 million (2020: €1 million, 2019: €1 million) as well as taxes paid for the net settlement of share-based payment awards for the amount of €16 million (2020 and 2019: nil).

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Other operating expenses
12 Months Ended

Dec. 31, 2021

Other operating expenses

Other operating expenses
7 Other operating expenses

Other operating expenses include expenses that are neither directly attributable to order fulfilment costs nor staff costs, nor the financing of Just Eat Takeaway.com.

€ millions

2021

2020

2019

Marketing expenses

684

369

143

Housing expenses

21

10

4

Professional fees

91

78

54

Other staff related costs

98

36

17

IT related expenses

93

33

7

Outsourced service costs
97

47

-

Other operating expenses

80

82

9

Total other operating expenses

1,164

655

234

Housing expenses in 2021, 2020 and 2019 only include non-lease (“service”) components.

Other operating expenses mainly relate to directors and officers' liability insurance of €17 million, shipping costs of €11 million, administration expenses of €10 million and digital service tax of €6 million (2020: mainly comprised of digital service tax of €15 million and stamp duties related to the Just Eat Acquisition of €35 million, 2019: €0 million).

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Finance income and expense
12 Months Ended

Dec. 31, 2021

Finance income and expense

Finance income and expense
8 Finance income and expense

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. Finance expenses are accounted for on an accrual basis.

€ millions

2021

2020

2019

Other finance income

3

3

0

Net foreign exchange gain

20

-

-

Finance income

23

3

0

Interest on convertible bonds

(49
)

(19
)
(11 )

Interest on senior notes

(11
)

-

-

Interest on lease liabilities

(5
)

(2
)
(1 )

Other interest expense

(6
)

(5
)
(1 )

Other finance expense

(4
)

(4
)
(3 )

Finance expense

(75
)

(30
)
(16 )

Finance expense mainly consists of interest related to the 2021 convertible bonds, 2020 convertible bonds and 2019 convertible bonds of €49 million (2020: €19 million, 2019: €11 million) as well as interest related to the senior notes of €11 million (2020 and 2019: nil). In addition, finance income includes foreign exchange gains and losses (on a net basis). In 2020 a net foreign exchange loss of €1 million was included in Other finance expense (2019: €0 million).

The weighted average rate on funds borrowed in 2021 is 3.06% per annum (2020: 4.8%, 2019: 5.2%). Just Eat Takeaway.com did not capitalise borrowing costs in 2021 (2020 and 2019: nil).

The amounts paid in 2021 are mainly related to interest on convertible bonds of €11 million (2020: €8 million, 2019: €3 million), interest on senior notes of €24 million (2020: nil, 2019: nil), and other interest and finance expenses of €11 million (2020: €6 million, 2019: €4 million).

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Income taxes
12 Months Ended

Dec. 31, 2021

Income taxes

Income taxes
9 Income taxes

Income tax expense represents the sum of current and deferred tax expenses.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from “loss before tax” as reported in the Consolidated statement of profit or loss and OCI because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

Just Eat Takeaway.com’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Current tax is recognised in profit or loss, except when it relates to a business combination or for items directly recognised in equity or OCI.

A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that the relevant tax authority will not accept the tax treatment under tax law. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Interest and penalties related to income taxes, including uncertain tax treatments which do not meet definition of income taxes, are accounted for under IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets.’

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, and interests in joint ventures, except where Just Eat Takeaway.com is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised in profit or loss, except when it relates to a business combination or for items directly recognised in equity or OCI.

Just Eat Takeaway.com offsets deferred tax assets and deferred tax liabilities if Just Eat Takeaway.com has a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity; or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Income tax recognised directly in profit or loss

€ millions

2021

2020

2019

Current tax expenses

(38
)

(26
)

(14
)

Deferred tax benefits / (expenses)

46

21

(21
)

Total tax recognised directly in profit or loss

8

(5
)

(35
)

Just Eat Takeaway.com’s transfer pricing policy is aligned with Just Eat Takeaway.com’s management structure, operating model and ownership of brands and platforms. Therefore, the Dutch entities together reported a consolidated loss whereas certain non-Dutch entities reported a taxable profit.

The current tax expense of €38 million (2020: €26 million, 2019 €14 million) relates mainly to the taxable result of the non-Dutch entities. The deferred tax benefit of €46 million (2020: €21 million benefit. 2019: €21 million expense) mainly relate to the temporary differences from the amortisation of intangible assets, the recognition of available tax losses carried forward and an offsetting effect on the impact of the UK tax rate change.

Changes to Dutch tax loss carry forward

Due to new tax legislation in the Netherlands, tax losses available can be carried forward indefinitely as of 2022 with a limitation of 50 percent of taxable income in excess of €1 million. The carried forward limitation was 6 years. As a result of the new tax legislation no additional losses have been recognised per 31 December 2021 compared to 31 December 2020.

UK tax rate change

The Third Reading of Finance Bill 2021 took place on 24 May 2021 confirming that the UK corporation tax will increase from 19% to 25% as of April 2023. The increase in corporate tax rate had a significant impact on the valuation of Just Eat Takeaway.com’s deferred tax positions in the UK, mainly the deferred tax liabilities recognised as part of the Just Eat Acquisition. The impact on the deferred tax expense for 2021 is €93 million.

Reconciliation of the effective income tax rate

The activities of Just Eat Takeaway.com are subject to corporate income tax in all countries it is active in, depending on presence and activity. The applicable statutory tax rates of the tax jurisdictions in which Just Eat Takeaway.com operates vary between 10% and 32%, which may cause the effective tax rate (“ETR”) to deviate from the Dutch corporate tax rate. The following table presents a reconciliation between the tax charge on the basis of the Dutch tax rate and the ETR.

The income tax expense / benefit for the year reconciled to the accounting loss is as follows:

€ millions 2021

%

2020

%

2019

%

Loss before income tax (1,037 )

(165 )

(86 )

Income tax benefit calculated at 25% Dutch income tax rate 259

25.0%

41

25.0%

21

25.0%

Change of unrecognised deferred tax assets (85 )
-8.2%

(19 )
-11.5%

(47 )
-54.2%

Adjustments for tax of prior periods 6

0.6%

2

1.2%

(2 )
-2.3%

Share based payments (24 )
-2.3%

-

0.0%

-

0.0%

Effect of non-deductible expenses (23 )
-2.2%

(28 )
-17.0%

(2 )
-2.1%

Effect of different tax rates of foreign subsidiaries (10 )

-1.0%

2

1.2%

(7 )
-7.7%

Impact of tax rate changes (93 )
-9.0%

-

0.0%

-

0.0%

Effect of share in results of associates and joint ventures (22 )
-2.1%

(4 )
-2.4%

-

0.0%

Other (0 )
0.0%

1

0.6%

1

1.1%

Income tax expense recognised in profit or loss 8

0.8%

(5 )
-2.9%

(35 )
-40.2%

The income tax benefit of €8 million in 2021 (2020: €5 million expense, 2019: €35 million expense) represents an ETR of 0.8% (2020: (2.9)%, 2019: (40.2)%). This ETR is primarily impacted by the effect of unrecognised deferred tax assets for tax losses, non tax-deductible expenses and the impact of tax rate changes.

Current tax assets/ (liabilities)

€ millions

2021

2020

Opening balance

(20
)

(35
)

Other movements

(6
)

(1
)

Current tax movement through equity

-

1

Additions from business combinations

17

10

Movements through goodwill
-

(1 )

Income tax (refunded) or paid

53

33

Income tax (expense)/ benefit

(38
)

(26
)

Foreign exchange movements

2

(1
)

Balance as at the end of the reporting period

8

(20
)

The total current tax expense of €38 million (2020: €26 million, 2019: €14 million) relates mainly to the taxable result of the non-Dutch entities and represents the tax charges on profits for the current year. For the disclosure on the additions from business combinations, reference is made to Note 11.

Net deferred tax position

€ millions

2021

2020

Deferred tax assets - gross

475

96

Offsetting

(473
)

(96
)

Deferred tax assets - net

2

-

Deferred tax liabilities - gross

(1,383
)

(642
)

Offsetting

473

96

Deferred tax liabilities - net

(910
)

(546
)

Net deferred tax asset / (liability)

(908
)

(546
)

Deferred tax assets

€ millions Other intangibles

Tax losses
and credits

Leases

Share based payments

Provisions

Other

Total

Opening balance as at 1 January 2020 8

13

7

0

28

Additions from business combinations -

36

11

-

2

10

59

Movement through consolidated statement of profit or loss -

(9 )
-

2

1

-

(6 )

Movement through goodwill 2

-

-

-

-

-

2

Other movements through equity -

13

-

-

-

13

Balance as at 31 December 2020 10

53

18

2

3

10

96

Additions from business combinations -

122

29

31

6

10

198

Movement through consolidated statement of profit or loss (0 )
104

45

(13 )
0

9

145

Other movements through equity -

9

-

(0 )
-

11

20

Other Movements -

2

-

-

-

-

2

Reclassifications (10 )
-

-

-

-

2

(8)

Foreign exchange movements 0

15

3

2

1

1

22

Balance as at 31 December 2021 -

305

95

22

10

43

475

The deferred tax assets mainly relate to the recognition of unused tax losses as well as temporary differences related to leases and share based payments from acquisitions. Other consists mainly of emission costs (€11 million), property and equipment (€9 million) and interest carry forwards (€7 million). The movement during the period mainly relates to the recognition of the tax losses.

An amount of €25 million (2020: €21 million) relating to deductible temporary differences without expiration date has not been recognised.

Deferred tax liabilities

€ millions Intangibles

Convertible bonds

Leases

Property and equipment

Other

Total

Opening balance as at 1 January 2020 58

5

7

-

(1 )
69

Additions from business combinations 588

-

11

3

2

604

Movement through consolidated statement of profit or loss (24 )
(3 )
(2 )
2

-

(27 )

Movement through goodwill (1 )
-

-

-

-

(1 )

Other movements through equity -

13

-

-

-

13

Foreign exchange movements (15 )
-

-

(1 )

(16 )

Balance as at 31 December 2020 606

15

16

4

1

642

Additions from business combinations 503

-

28

8

1

540

Movement through Consolidated statement of profit or loss 60

(8 )
43

-

4

99

Other movements through equity -

35

-

-

-

35

Reclassifications (10 )
-

-

-

2

(8 )

Foreign exchange movements 72

-

3

-

-

75

Balance as at 31 December 2021 1,231

42

90

12

8

1,383

The deferred tax liability additions are recognised in relation to the other intangible assets from the acquisitions closed during the year, leases and in relation to the convertible bonds (as defined in Note 22). The net movement through equity of €15 million (€35 million movement in deferred tax liability and an offsetting €20 million movement in deferred tax asset) relates to the convertible bonds and the additional deferred tax asset recognition thereof. The movement through profit and loss during the period is mainly related to amortisation of intangible assets and an offsetting effect of the tax rate change impact.

No deferred tax liability has been recognised in respect of undistributed earnings of subsidiaries, joint ventures and associates. This is because Just Eat Takeaway.com is able to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.

Expiry period of unrecognised tax losses

€ millions

2021

2020

Within 1 year

3

                            -

In the next 2 to 10 years

10

  180

Over 10 years

2

                            -

Unlimited

515

52

Total

530

232



€515 million (2020: €52 million) of unused tax losses of Just Eat Takeaway.com (for which no deferred tax asset has been recognised) have no statutory expiration.

EU State Aid

As a result of the Just Eat Acquisition in 2020, Just Eat Takeaway.com assumed a contingent liability of €3 million related to EU State Aid, see further disclosure in Note 30 Contingent liabilities.

Danish Tax Authority Dispute

In 2012, the Just Eat transfer pricing arrangements were updated, in line with the OECD Transfer Pricing Guidelines, to reflect the commercial and economic reality of its headquarters being established in the UK, whereas previously Just Eat was headquartered in Denmark. An Advanced Pricing Agreement (‘‘APA’’) was submitted to the Danish and UK competent authorities to obtain certainty over the position taken. Subsequently, the Danish Tax Authority opened a local transfer pricing audit into the periods covered by the APA and in January 2018 issued a formal notice of assessment from their findings, making a claim that the taxable income for fiscal year 2013 should be increased in relation to intellectual property income, equalling an additional tax payment of £126 million, including penalties and interest (which have continued to accrue since then).

Just Eat Takeaway.com strongly disagrees with the claim made by the Danish Tax Authority and has appealed the assessment through the Mutual Agreement Procedure (the ‘‘MAP’’) process between the UK Competent Authority and the Danish Competent Authority. During the MAP, the two Competent Authorities entered into discussions with the intention of resolving the transfer pricing dispute. Just Eat’s case was formally accepted into the MAP in April 2018. Under the MAP, the Competent Authorities have two years to reach a resolution.

On 6 August 2021, Just Eat Takeaway.com was informed by the Danish Competent Authority that the dispute is not expected to be resolved with a MAP between the UK Competent Authority and the Danish Competent Authority. As such the matter will now be resolved under arbitration. The Independent arbitration panel will consider the facts and reach Its own conclusion. As the underlying discussion remains unchanged during arbitration Just Eat Takeaway.com still expects the outcome to be a reallocation of income between the UK and Denmark with different tax rates applying over a different period, with net interest charges.

Just Eat Takeaway.com has made significant payments on account to the Danish Tax Authority, which in no way reflects Just Eat Takeaway.com’s position or the expected outcome, but as a means of mitigating against interest charges applied on the final agreed tax payment. As at 31 December 2021, the balance sheet includes both an asset and a liability in respect of this uncertain tax position, representing Just Eat Takeaway.com’s best estimate of the expected outcome of the arbitration.

v3.22.0.1

Operating segments
12 Months Ended

Dec. 31, 2021

Operating segments

Operating segments
10 Operating segments

An operating segment is a component of Just Eat Takeaway.com that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by Just Eat Takeaway.com’s Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

An operating segment is separately reportable if it meets any of the quantitative thresholds or if management believes that separately disclosing information about the segment would be useful.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Certain organisational changes were implemented within Just Eat Takeaway.com in 2021 causing a reassessment of the operating segments. Just Eat Takeaway.com is now organised on a regional level for the purpose of conducting its activities. This resulted in a change in the operating segments of Just Eat Takeaway.com during the second half of 2021, from individual countries as segments to regional segments. Comparative information has been restated to reflect this change. All Just Eat Takeaway.com entities perform the same business activity – online food delivery – under a single brand strategy in each market. Revenues are principally derived from commission fees paid by Partners for use of Just Eat Takeaway.com’s platforms in connecting Partners to consumers and from delivery services provided. Information reported to the CODM for the purposes of resource allocation and assessment of segment performance is done on the new regional levels.

The CODM is the Management Board at Just Eat Takeaway.com. The Management Board is jointly responsible for making strategic and operating decisions concerning Just Eat Takeaway.com’s business activities. Each region is identified as an operating segment. Just Eat Takeaway.com has four reportable segments that meet the quantitative thresholds with no aggregation applied, being North America, Northern Europe, United Kingdom and Ireland and Southern Europe and Australia & New Zealand ("ANZ"). The total external revenue reported by these operating segments constitutes more than 75% of Just Eat Takeaway.com’s total external revenue.

The operating segments are structured within the business as follows:

• the North America segment includes the United States and Canada;

• the Northern Europe segment includes Austria, Belgium, Denmark, Germany, Luxembourg, Norway, Poland, Switzerland, Slovakia and the Netherlands;

• the United Kingdom and Ireland segment; and

• the Southern Europe and ANZ segment includes Australia, Bulgaria, France, Israel, Italy, New Zealand, Portugal, Romania, and Spain.

The Management Board assesses the performance of operating segments mainly based on revenues and Adjusted EBITDA. Adjusted EBITDA is Just Eat Takeaway.com‘s segment measure of profit or loss to assess segment performance and allocate resources. Adjusted EBITDA allows management to identify trends and assess performance using comparable information between segments and periods. In 2021, Just Eat Takeaway.com has revised its definition of Adjusted EBITDA to Just Eat Takeaway.com's operating income / loss for the period adjusted for depreciation, amortisation, impairments, share-based payments, acquisition- and integration related costs and other items not directly related to underlying operating performance ("Other Items"). Other items include, amongst others, restructuring costs, certain legal, tax, and regulatory matters, and certain insurance income and costs. Comparative amounts have been adjusted due to the impact of the revised definition.

As the operating segments serve mainly external consumers, there is only insignificant revenue from transactions with other operating segments. There is no measure of segment assets and liabilities provided to the Management Board, as the majority of fixed assets and working capital of Just Eat Takeaway.com are managed on a centralised basis, nor any information on depreciation and amortisation.

Head office costs relates mostly to non-allocated expenses and includes all central operating expenses such as staff costs and project expenses for global support teams like legal, finance, business intelligence, human resources and Management Board.

The following is an analysis of Just Eat Takeaway.com’s revenue and results by reportable segment and the non-allocated expenses included in Head office as a reconciliation to the consolidated figures.

€ millions

North America

Northern Eurpore

UK & Ireland

Southern Europe & ANZ

Head office

Consolidated

2021

Revenue

1,634

1,064

1,249

548

-

4,495

Adjusted EBITDA

(11
)

256

(107 )

(262
)

(207
)

(331
)

Share-based payments

(81
)

Finance income

23

Finance expense

(75
)

Share of results of associates and joint ventures

(62
)

Other gains and losses

2

Depreciation, amortisation and impairment

(443
)

Acquisition related costs

(1
)

Integration related costs

(35
)

Other items

(34 )

Loss before income tax

(1,037
)

€ millions

North America

Northern Europe

UK & Ireland

Southern Europe & ANZ

Head office

Consolidated

2020

Revenue

404

723

611

303

-

2042

Adjusted EBITDA

42

216

160

(80
)

(141
)

198

Share-based payments

(23
)

Finance income

3

Finance expense

(30
)

Share of results of associates and joint ventures

(16
)

Other gains and losses

2

Depreciation, amortisation and impairment

(174
)

Acquisition related costs

(67
)

Integration related costs

(35
)

Other items

(23 )

Loss before income tax

(165
)

€ millions

North America

Northern Europe

UK & Ireland

Southern Europe & ANZ

Head office

Consolidated

2019

Revenue

-

392

-

24

-

416

Adjusted EBITDA

-

72

-

(13
)

(47
)

12

Share-based payments

(3
)

Finance income

(0
)

Finance expense

(16
)

Share of result associates and joint ventures

-

Other gains and losses

6

Depreciation, amortisation and impairment

(35
)

Acquisition related costs

(40
)

Integration related costs

(10
)

Other items

-

Loss before income tax

(86
)

The following is an analysis of Just Eat Takeaway.com’s non-current assets and revenue by the Company’s country of domicile, the Netherlands, and other main countries:

€ millions

2021

2020

United States

5,925

-

United Kingdom

4,372

4,170

Germany

1,231

1,260

Canada

1,129

1,069

Netherlands

17

18

Brazil (associate)

1,517

1,575

Rest of the World

1,698

1,432

Total non-current assets¹

15,889

9,524

1 Comprises non-current assets excluding financial instruments and deferred tax assets

€ millions
2021

2020

2019

United States
980

-

-

United Kingdom
1,184

576

-

Germany
567

374

205

Canada
654

404

-

Netherlands
234

174

119

Rest of the World
876

514

92

Total revenue
4,495

2,042

416

v3.22.0.1

Business combinations
12 Months Ended

Dec. 31, 2021

Business combinations

Business combinations
11 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interest issued by the Company in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

When the consideration transferred by the Company in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as shareholders’ equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within shareholders’ equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, Just Eat Takeaway.com reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.



Business combinations 2021

Acquisition of Grubhub

On 10 June 2020, the Management Board announced that the Company and Grubhub had entered into a definitive agreement whereby the Company was to acquire 100% of the shares of Grubhub in an all-share transaction ("the Grubhub Acquisition"). On 7 October 2020, the Extraordinary General Meeting of the Company approved the acquisition of Grubhub. The acquisition was approved by Grubhub’s shareholders on 10 June 2021. The acquisition was completed on 15 June 2021, which is the date at which Just Eat Takeaway.com obtained control of Grubhub (the "acquisition date"). The Grubhub Acquisition enables Just Eat Takeaway to enter into the U.S. market and build further upon its strategic rationale of the Just Eat Acquisition.

Under the terms of the Grubhub Acquisition, Grubhub shareholders received American Depositary Shares ("ADSs") representing 0.6710 new Just Eat Takeaway.com N.V. ordinary shares in exchange for each Grubhub share. The following table provides the provisional information for the Grubhub Acquisition on the control date fair value of each major class of assets acquired and liabilities assumed. The consideration transferred consisted of 62.8 million ordinary shares issued and share-based payment replacement awards issued. The fair value of the ordinary shares issued was based on the Just Eat Takeaway.com N.V. 14 June 2021 closing share price of €73.89 per share. Between the date of the announcement (10 June 2020) and the acquisition date, our share price decreased from €98.60 to €73.89, resulting in a lower consideration transferred at acquisition date.

€ millions

15 June 2021

Ordinary shares issued (62.8 million) 4,640

Replacement awards 140

Consideration transferred

4,780

Other intangible assets

2,230

Property and equipment

76

Right-of-use assets

101

Deferred tax assets

198

Other non-current assets

8

Trade and other receivables

141

Other current assets

66

Current tax asset

19

Inventories

2

Cash and cash equivalents

175

Borrowings

(447
)

Deferred tax liability

(534
)

Lease liability

(102
)

Provisions (32 )

Trade and other liabilities

(311
)

Current tax liability

(1
)

Total fair value of net identifiable assets and liabilities

1,589

Non-controlling interests

-

Goodwill recognised

3,191

The trade receivables comprise gross contractual amounts due of €120 million, of which none were expected to be uncollectable at the acquisition date.

The initial accounting for the Grubhub Acquisition has only been provisionally determined as at the end of the reporting period. The provisional purchase price allocation is based on an estimation of the fair value of the identifiable assets acquired and liabilities assumed, pending the completion of the independent valuation of these assets and liabilities. This estimation requires the Management Board to estimate the future cash flows expected to arise from the assets and a suitable discount rate in order to calculate present value. The main reason for being provisional is related to the resolution of the (contingent) liabilities and uncertain tax positions.. Just Eat Takeaway.com will continue to review this matter during the measurement period. If new information is obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition, then the accounting for the acquisition will be revised.

The Management Board believes that the assumptions used in the provisional purchase price allocation are appropriate as at 31 December 2021. The measurement period will end no later than 14 June 2022. Goodwill recorded in connection with the Grubhub Acquisition represents future economic benefits specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill is not deductible for tax purposes.

From the date control was obtained, the revenues of Grubhub amounted to €980 million and the net loss of Grubhub amounted to €120 million. The combined revenue and loss for the period of Just Eat Takeaway.com and the acquired business would have amounted to €5,331 million and €1,243 million, respectively, if control had been obtained on 1 January 2021. Such unaudited pro forma figures are not intended to represent or be indicative of Just Eat Takeaway.com’s results of operations or financial condition that would have been reported had the Grubhub Acquisition been completed as of 1 January 2021 and should not be taken as indicative of Just Eat Takeaway.com’s future results of operations or financial condition.

Acquisition of Bistro.sk

On 16 July 2021, the Management Board announced that the Company has entered into an agreement to acquire 100% of the shares in Bistro.sk a.s. in Slovakia for €49 million paid in cash (the "Bistro Acquisition"). The acquisition was completed on 30 September 2021, which is the date at which Just Eat Takeaway.com obtained control of Bistro.sk (the "acquisition date").

Just Eat Takeaway.com determined the provisional information for the Bistro Acquisition on the control date fair value of each major class of assets acquired and liabilities assumed. The acquisition has resulted in the recognition of goodwill of €26 million, other intangible assets of €30 million and deferred tax liabilities of €6 million.

The initial accounting for the acquisition has only been provisionally determined as at the end of the reporting period. The main reason for being provisional is related to the reasonable time needed to obtain all the information necessary to identify and measure the identifiable assets acquired, liabilities assumed and resulting goodwill, including the valuation of the acquired intangible assets. As a result of the short timeframe between the acquisition date and the end of the reporting period, the Company will continue to obtain all necessary information about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date. In addition to the completion of the valuation, should any new information be obtained within one year of the acquisition date about facts and circumstances that existed at the acquisition date, then the accounting for the acquisition will be revised.

The Management Board believes that the assumptions used in the provisional purchase price allocation are appropriate as at 31 December 2021. The measurement period will end no later than 29 September 2022. Goodwill recorded in connection with the acquisition represents future economic benefits specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill is not deductible for tax purposes.

Business combinations 2020

On 15 April 2020, Just Eat Takeaway.com obtained control of Just Eat plc (the “Just Eat Acquisition”). On 15 April 2020, the fair value of the consideration transferred was based on the share price of €89.68 per share. The acquisition did not result in any contingent consideration.

Between the date that the Just Eat Acquisition was declared wholly unconditional and the acquisition (“control”) date, Just Eat Takeaway.com elected to irrevocably account for its investment in Just Eat as an equity investment at fair value through OCI as the Company could not exercise control or significant influence consequent to the Competition and Markets Authority ("CMA") imposing the hold separate order. The total investment for 100% of the shares of Just Eat amounted to €7.1 billion and consisted of 82.8 million ordinary shares that were issued on various dates between 3 February 2020 and 10 August 2020. As per the control date, 15 April 2020, the Company determined the fair value of the consideration transferred based on the share price at that date and recognised a fair value gain of €323 million that was accounted for through OCI. The fair value of the consideration transferred as at the control date amounted to €7.4 billion which was used to recognise and measure goodwill.

The measurement period for the Just Eat Acquisition ended on 14 April 2021 and therefore the assets acquired, liabilities assumed, and goodwill recognised were adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date, and, if known, would have affected the measurement of the amounts recognised as of that date. The measurement period adjustments recognised in 2020 resulted in an increase in goodwill of €2 million, a decrease in other intangible assets of €21 million, an increase in investments in associates of €7 million, an increase in other non-current assets of €17 million, an increase in current assets of €2 million, an increase in current liabilities of €13 million, a decrease in non-current liabilities of €11 million and an increase in non-controlling interests of €5 million. These purchase price adjustments are primarily related to the receipt of information for (contingent) liabilities and uncertain tax positions. No adjustments were recognised in 2021.

The following table provides information for the Just Eat Acquisition on the control date fair value of each major class of assets acquired and liabilities assumed, including measurement period adjustments.

€ millions

15 April 2020

Consideration transferred

7,430

Other intangible assets

3,041

Property and equipment

18

Investments in associates and joint ventures

1,730

Right-of-use assets

64

Deferred tax assets

59

Other non-current assets

1

Trade and other receivables

80

Current tax asset

16

Inventories

4

Cash and cash equivalents

113

Borrowings

(348
)

Deferred tax liability

(604
)

Other non-current liabilities

(3
)

Lease liability

(64
)

Trade and other liabilities

(280
)

Current tax liability

(6
)

Total fair value of net identifiable assets

3,821

Non-controlling interest

(5
)

Goodwill recognised

3,614

The trade receivables comprise gross contractual amounts due of €80 million, of which none were expected to be uncollectable at the acquisition date.

Goodwill recorded in connection with the Just Eat Acquisition represents future economic benefits specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill is not deductible for tax purposes. Non-controlling interest is related to the 20% interest in FBA Invest SaS (“FBAI”). This non-controlling interest is not considered significant to Just Eat Takeaway.com.

From the date control was obtained, the revenues for 2020 of Just Eat amounted to €1,371 million and the net income for 2020 of Just Eat amounted to €66 million. The combined revenue and loss for the 2020 period of Just Eat Takeaway.com and the acquired businesses would have amounted to €2,401 million and €282 million, respectively, if control had been obtained on 1 January 2020. Such unaudited pro forma figures are not intended to represent or be indicative of Just Eat Takeaway.com’s results of operations or financial condition that would have been reported had the Just Eat Acquisition been completed as of 1 January 2020 and should not be taken as indicative of Just Eat Takeaway.com’s future results of operations or financial condition.

Just Eat Takeaway.com has changed its approach to the determination of the unaudited pro forma combined information disclosed above by including adjustments for depreciation and amortisation that would have been charged assuming the fair value adjustments had applied from the beginning of the reporting period together with other directly attributable and factually supportable adjustments relating to the transaction which do not relate to future events and decisions, where applicable, in order to provide more representative information about the effects of a business combination transaction.

Business combinations 2019

On 1 April 2019, Just Eat Takeaway.com acquired 100% of the German business of Delivery Hero S.E. consisting of Delivery Hero Germany GmbH and Foodora GmbH, which operated the Lieferheld, Pizza. de and Foodora brands in Germany (the ‘‘Acquired German Businesses’’), and this acquisition is allocated to CGU Germany. Both entities operated portals for the online ordering of takeaway meals and beverages with restaurants in Germany. The total consideration amounts to €1,204 million and consists of a cash payment and an issuance of 9.5 million ordinary shares in the Company. In 2019, the total consideration was transferred.

The fair values of the identifiable assets and liabilities as at acquisition date for the acquisitions were based on the outcome of the provisional purchase price allocation. Therefore, the fair value of the identifiable assets and liabilities was determined provisionally and was subject to change. The purchase price allocations were finalised within 12 months from the acquisition date.

€ millions

Total 2019

Consideration paid in cash

  552

Ordinary shares issued (9.5 million)

  652

Total consideration

  1,204

Other intangible assets

281

Non-current assets

2

Trade and other receivables

7

Trade and other liabilities

(55
)

Current tax liability

(22
)

Deferred tax liability

(24
)

Cash and cash equivalents

62

Total fair value of net identifiable assets

251

Goodwill recognised

953

Just Eat Takeaway.com determined the purchase price allocation for this business combination to be goodwill of €953 million, other intangible assets of €281 million, non-current assets of €2 million, deferred tax liability of €24 million, current tax liabilities of €22 million and net working capital of €14 million. The nominal value of the acquired trade and other receivables at acquisition date amounts to €7 million.

Goodwill recorded in connection with the acquisition represents future economic benefits of anticipated synergies, future market developments and knowhow specific to Just Eat Takeaway.com arising from assets that do not qualify for separate recognition as intangible assets. The goodwill arising on these acquisitions is not tax deductible.

The primary reason for the significant business combination is to further strengthen Just Eat Takeaway.com’s market share and enhance proposition for both consumers and (partner) restaurants in Germany.

Shortly after the acquisition of the Acquired German Businesses, the websites of the German businesses acquired (for example lieferheld.de, pizza.de and foodora.de) were migrated to lieferando.de, from which time it was no longer possible to separate the revenues and results of these websites. The (unaudited pro forma) combined revenue and loss of the period of Just Eat Takeaway.com and the Acquired German Businesses would have amounted to €445 million and €135 million respectively, if the acquisition date had been 1 January 2019.

In 2019 a subsequent change in purchase price accounting after the acquisition date was recorded, resulting in a €6 million increase of goodwill and trade and other liabilities in relation with the acquisition of the Acquired German Businesses. This relates to the classification of a liability as an external liability instead of an intercompany liability. The cashflow movement is part of the movement in working capital. Just Eat Takeaway.com has not recorded any measurement period adjustment in 2020 for the Acquired German Businesses.

Contingent consideration

Acquisitions completed in 2021, 2020 and 2019 did not result in any contingent consideration.

Acquisition costs

Total acquisition costs for completed and announced acquisitions amounted to €1 million for the period ended 31 December 2021 (2020: €67 million, 2019: €40 million). The transaction costs accounted for through equity amount to €33 million in 2021 for the share issuance related to the Grubhub Acquisition (2020: €31 million related to the Just Eat Acquisition and the accelerated bookbuild, 2019: €12 million).

Cash flows on acquisitions

The cash flows, net of cash acquired, on acquisitions were related to the €175 million cash acquired in the Grubhub Acquisition and €47 million cash paid in the Bistro Acquisition (2020: €113 million in relation to the Just Eat acquisition, 2019: €490 million in relation to the acquisition of the German business of Delivery Hero S.E. consisting of Delivery Hero Germany GmbH and Foodora GmbH). No consideration was paid in cash in relation to the acquisition of Grubhub.

v3.22.0.1

Goodwill
12 Months Ended

Dec. 31, 2021

Goodwill

Goodwill
12 Goodwill

Goodwill arises from business combinations and is initially measured as set out above. Goodwill is subsequently measured at cost less accumulated impairment losses.

Goodwill is not amortised but is reviewed for impairment at least annually, or more frequently when there is an indication that goodwill may be impaired. For the purpose of impairment testing, goodwill is allocated to each of the Just Eat Takeaway.com Cash-Generating Units ("CGUs") expected to benefit from the synergies of the combination. If the recoverable amount of the CGU is less than the carrying amount of the CGU, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that CGU and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in that CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.

€ millions

2021

2020

Opening balance

4,614

1,102

Additions from business combinations

3,217

3,614

Impairment
(18 )
-

Foreign exchange and other movements

470

(102
)

Balance as at the end of the period

8,283

4,614

The carrying amount of goodwill as at 31 December 2021 amounted to €8,283 million (31 December 2020: €4,614 million). An impairment loss of €18 million was recognised during 2021 (2020: nil).

Allocation of goodwill to CGUs

For impairment testing purposes, goodwill has been allocated to CGUs (on an individual country basis) as follows:

€ millions

31 December 2021

31 December 2020

CGU United States

3,410

-

CGU United Kingdom

2,300

2,137

CGU Germany¹

996

996

CGU Canada

890

820

Other (units carrying a non-significant goodwill balance)

687

661

Balance as at the end of the period

8,283

4,614

¹The goodwill as at 31 December 2020 for CGU Germany decreased by €3 million. In 2020, this amount contained goodwill related to CGU Poland which is now included in Other.

Goodwill of CGUs United Kingdom and Canada increased compared to 31 December 2020 due to foreign currency translation movements.

Goodwill allocated to CGUs United States, United Kingdom, Germany and Canada is considered to be significant in relation to Just Eat Takeaway.com’s total carrying amount of goodwill. For the significant CGUs, the recoverable amount is based on the value in use.

Impairments

Following the annual impairment test, impairment losses of €18 million for goodwill (2020: nil) and €36 million for intangible assets (2020: nil) were recognised in 2021 for three CGUs to which a non-significant amount of goodwill is allocated. Due to a declining or subscale market position in 2021 and decreasing order growth rates compared to prior year in these CGUs, the recoverable amount of these CGUs is lower than the carrying amount. An impairment loss is recognised as part of 'Depreciation, amortisation and impairment' in the Consolidated statement of profit or loss and other comprehensive loss. Impairment losses of €45 million relate to the segment 'Southern Europe and ANZ' and €9 million to the segment 'Northern Europe'.

Key assumptions - general

Key assumptions used in the calculation of the value in use are the forecast period, average revenue growth, long-run Adjusted EBITDA margin and the rates used for discounting the projected cash flows. The cash flow projections were determined using Just Eat Takeaway.com's managements’ internal forecasts that cover an initial period from 2022 to 2024. Projections after 2024 are considering stable or declining growth rates, after which a terminal value was calculated. Climate-related quantitative and qualitative factors were evaluated for the calculation of the value in use and were considered not to have a material impact.

Forecast period

A forecast period of five, seven or ten years is used for the value in use calculation. Periods longer than five years can be justified as management has the ability to forecast over a longer period, based on the predictability of cohort behaviour and experience in markets where a clear market leadership position has been attained. Considering some of our businesses are still in growth phases (i.e., operating in underpenetrated or more competitive markets), reaching stable Adjusted EBITDA margins is expected to take longer than five years.

Average revenue growth

Revenue growth is driven by order growth, average order value, and pricing. Order growth is determined based on detailed planning on consumer cohort level, consistent with past experience (first three years) and management estimates based on market size, external market and industry growth assumptions and competitive position within the market (fourth year and beyond). Average order value is based on past experience and growth is forecasted using historical inflation rates per CGU. Pricing is predominantly driven by commission rates and consumer fees and is forecasted on a CGU level based on past experience, market conditions and industry expectation.

Long-run Adjusted EBITDA margin

Adjusted EBITDA margin is the Adjusted EBITDA divided by Revenue. The long-run Adjusted EBITDA margin beyond the forecast period is based on past performance and management’s experience with the level of investment required to reach a stable state of business.

Perpetual growth rate

The cash flows beyond the forecast period have been extrapolated using a perpetual growth rate. These growth rates do not exceed the long-term average growth rate for each country in which the entity operates, or for the market in which the asset is used.

WACC

The weighted average cost of capital (“WACC”) is determined based on a target capital structure of 100.0% equity (2020: 97.5%), where cost of equity is determined using a capital asset pricing model (“CAPM”). The WACC is based on the post-tax cost of equity and cost of debt using CGU-specific inputs for the risk-free interest rate, the beta factor, country risk premium, market risk premium, additional risk premium, and country specific tax rates.

Key assumptions and sensitivity analysis relating to CGUs to which a significant amount of goodwill is allocated

The key assumptions used by the Management Board relating to CGUs to which a significant amount of goodwill is allocated are as follows:

2021

United States United Kingdom
Germany

Canada

Forecast period

10 years 7 years
5 years

7 years

Average revenue growth per annum in the fist five years of planning period (CAGR)
10.2% 15.4% 18.1% 18.3%

Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)
6.3% 5.1% 0.2% 4.0%

Long-run Adjusted EBITDA margin
27.0% 23.6% 30.0% 15.4%

Percentage growth rate (%)
2.0% 1.4% 0.2% 1.5%

Pre-tax WACC (%)

10.3% 9.6%
9.5%

10.0%

2020

United Kingdom
Germany

Canada

Forecast period

7 years 5 years 7 years

Average revenue growth per annum in the fist five years of planning period (CAGR)
16.3% 20.3% 17.6%

Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)
3.5% 0.0% 3.8%

Long-run Adjusted EBITDA margin
33.6% 33.9% 14.3%

Percentage growth rate (%)
0.8% 0.0% 1.4%

Pre-tax WACC (%)

9.8%
10.3%
10.8%

The Management Board believes that the impairment analyses and assumptions used are appropriate as at 31 December 2021 and 31 December 2020, respectively.

Sensitivity analysis 2021
Just Eat Takeaway.com has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each CGUs to which a significant amount of goodwill is allocated. Decrease in demand can lead to a decline in revenue growth rates and Adjusted EBITDA margin. Changes in the WACC and perpetual growth rates can lead to lower recoverable amounts.

Based on the sensitivity analyses performed, it has been concluded that a reasonably possible change in the key assumptions would not cause the carrying amounts of CGUs United States, United Kingdom, Germany, and Canada to exceed their recoverable amounts.

Considering headroom (the excess of the recoverable amount of a CGU over the carrying amount of that CGU), CGUs United States and United Kingdom are the significant CGUs that are most sensitive to changes in key assumptions.

The key sensitivity in assumptions applied for CGU United States is our ability to offset the negative impact of government-imposed fee caps on our financial results. In the impairment analysis, these fee caps are forecasted to continue indefinitely in line with currently applicable legislation. Just Eat Takeaway.com is in litigation related to this legislation and the outcome of this litigation cannot be considered for impairment testing purposes. A positive outcome of this litigation would increase the recoverable amount. We may not be able to generate additional revenue in the future, at a level that would offset the impact of fee caps. This could significantly impact the long-run Adjusted EBITDA margin and hence the recoverable amount of CGU United States.

The key sensitivity in assumptions applied for CGU United Kingdom is our ability to increase the Adjusted EBITDA margin on Delivery Orders. We may not be able to charge sufficient commission rates or customer delivery fees in the future, and we may not be able to reduce order fulfilment costs to a level that make logistical food delivery services profitable. This could significantly impact the long-run Adjusted EBITDA margin and hence the recoverable amount of CGU United Kingdom.

Sensitivity analysis 2020

Just Eat Takeaway.com has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each of the CGUs to which a significant amount of goodwill is allocated. Decrease in demand can lead to a decline in revenue growth rates and Adjusted EBITDA margin. Changes in the WACC and perpetual growth rates can lead to lower recoverable amounts.

Based on the sensitivity analyses performed, it has been concluded that a reasonably possible change in the key assumptions as described above would not cause the carrying amounts of CGUs Germany and Canada to exceed their recoverable amounts.

The estimated recoverable amount of CGU United Kingdom exceeded its carrying amount by €1,191 million. An increase of 1.95% in the WACC would result in the value of the estimated recoverable amount to fall to the level of the carrying amount.

v3.22.0.1

Other intangible assets
12 Months Ended

Dec. 31, 2021

Other intangible assets

Other intangible assets
13 Other intangible assets

Other intangible assets includes assets acquired in a business combination, internally generated assets and assets acquired separately.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognised at their fair values at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses (if any). Amortisation is recognised on a straight-line basis over the assets’ estimated useful lives.

Internally generated intangible assets

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and Just Eat Takeaway.com intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses (if any). Amortisation starts when the intangible asset is available for use and is recognised on a straight-line basis over the assets’ estimated useful lives.

Intangible assets acquired separately

Intangible assets acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses (if any). Amortisation is recognised on a straight-line basis over the assets’ estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any change in estimates being accounted for on a prospective basis.

Useful lives

We have the following classes of intangible assets with accompanying finite useful lives:

•           Brand names: 3-20 years

•           Consumer lists: 6-33 years

•           Restaurant databases: 5-20 years

•           Technology platforms: 5-20 years

•           Development costs: 3-5 years

•           Other: 3-10 years

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Any resulting gain or loss is measured as the difference between the net disposal proceeds and the carrying amount of the asset and is recognised in profit or loss when the asset is derecognised.

€ millions

Brand
names

Consumer
lists

Restaurant
databases

Technology
platforms

Development
costs

Other

Total

Cost

Balance as at 1 January 2020

27

340

32

10

-

9

418

Additions

-

-

-

-

13

3

16

Additions from business combinations

499

2,243

101

189

(0
)

9

3,041

Foreign exchange and other movements

(13
)

(61
)

(1
)

(5
)

0

(1
)

(81
)

Balance as at 31 December 2020

513

2,522

132

194

13

20

3,394

Additions

-

-

-

-

39

23

62

Additions from business combinations

455

1,264

318

223

-

-

2,260

Disposals -

-

-

-

(1 )
-

(1 )

Foreign exchange and other movements

62

228

27

31

2

0

350

Balance as at 31 December 2021

1,030

4,014

477

448

53

43

6,065

Accumulated amortisation and impairment

Balance as at 1 January 2020

(4
)

(31
)

(3
)

(1
)

-

(6
)

(45
)

Amortisation expense

(19
)

(75
)

(13
)

(30
)

(1
)

(6
)

(144
)

Foreign exchange and other movements

(1
)

2

(2
)

2

0

1

2

Balance as at 31 December 2020

(24
)

(104
)

(18
)

(29
)

(1
)

(11
)

(187
)

Amortisation expense

(45
)

(129
)

(40
)

(70
)

(8
)

(6
)

(298
)

Impairment expense (11 )
(18 )
(7 )
-

-

0

(36 )

Foreign exchange and other movements

(3
)

(5
)

(1
)

(6
)

1

1

(13
)

Balance as at 31 December 2021

(83
)

(256
)

(66
)

(105
)

(8
)

(16
)

(534
)

Balance as at 31 December 2020

489

2,418

114

165

12

9

3,207

Balance as at 31 December 2021

947

3,758

411

343

45

27

5,531

Brand names, consumer lists, restaurant databases and the technology platforms relate primarily to the acquired intangible assets of Grubhub, Just Eat, Delivery Hero Germany, Yourdelivery and 10bis. The additions for Development costs include an amount of €9 million related to capitalised share-based payments (2020: nil).

Intangible assets other than goodwill are reviewed at each reporting period to determine whether there is any indication that the assets may be impaired. If an impairment indicator is identified, an impairment test is carried out in line with the general impairment testing policy for non-financial assets. In 2021, an impairment loss of €36 million is recognized (2020: nil, 2019: nil). Refer to Note 12 for more information on the impairments in 2021.

v3.22.0.1

Property and equipment
12 Months Ended

Dec. 31, 2021

Property and equipment

Property and equipment
14 Property and equipment

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses (if any). Depreciation is recognised to write off the cost of an item of property and equipment, less any residual value, over its estimated useful life using a straight-line depreciation method. It is calculated as a fixed percentage of cost and is recognised from the date an asset is available for use.

The following useful lives are used in the calculation of depreciation:

•           Leasehold improvements: over the lease term

•           Other equipment: 3-5 years

•           Ordering devices 2 years

The economic useful lives of the leasehold improvements have been aligned with the lease period agreed with the landlords. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any resulting gain or loss is measured as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss when the asset is derecognised.

€ millions
Leasehold
improvements

Ordering
devices

Other
equipment

Total

Cost

Balance as at 1 January 2020
8

-

11

19

Additions
11

-

16

27

Additions from business combinations
6

-

12

18

Balance as at 31 December 2020
25

-

39

64

Additions
23

46

29

98

Additions from business combinations
43

17

16

76

Disposals
(2 )
(1 )
(5 )
(8 )

Foreign exchange and other movements 6

15

(10 )
11

Balance as at 31 December 2021
95

77

69

241

Accumulated depreciation

Balance as at 1 January 2020
(3 )

-

(4
)

(7
)

Depreciation expense
(4 )

-

(6
)

(10
)

Balance as at 31 December 2020
(7 )

-

(10
)

(17
)

Depreciation expense
(10 )

(17
)

(16
)

(43
)

Disposals
2

0

4

6

Foreign exchange and other movements (1 )
(0 )
(1 )
(2 )

Balance as at 31 December 2021
(16 )

(17
)

(23
)

(56
)

Balance as at 31 December 2020
18

-

29

47

Balance as at 31 December 2021
79

60

46

185

As of 1 January 2021, Just Eat Takeaway.com capitalised ordering devices issued to Partners. The opening balance of unissued ordering devices of €12 million, as included in Other equipment as at 31 December 2020, has been reclassified to Ordering devices within Foreign exchange and other movements within the current year.

As at 31 December 2021, the contractual commitments entered into by Just Eat Takeaway.com for leasehold improvements amount to €16 million (2020: €3 million) and for other tangible fixed assets amount to €1 million (2020: nil).

During 2021, no impairment losses on items of property and equipment were recognised (2020: nil, 2019: nil).

As at 31 December 2021, no assets were pledged as security for borrowings of Just Eat Takeaway.com (2020: nil).

v3.22.0.1

Investments in associates and joint ventures
12 Months Ended

Dec. 31, 2021

Investments in associates and joint ventures

Investments in associates and joint ventures
15 Investments in associates and joint ventures

An associate is an entity over which Just Eat Takeaway.com has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is where Just Eat Takeaway.com has the power to participate in the financial and operating policy decisions of the investee, but does not control or have joint control over those decisions.

The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting from the date on which the investee becomes an associate. The investment in an associate is initially recognised at cost in the Consolidated statement of financial position. At the acquisition date, any excess of the cost of acquisition over Just Eat Takeaway.com’s share of the net fair value of the identifiable assets and liabilities of the associate is recognised as goodwill. Goodwill is included within the carrying amount of the investment.

Under the equity method, the carrying amount of the investment is adjusted to recognise changes in Just Eat Takeaway.com’s share of net assets of the associate or joint venture since the acquisition date. When Just Eat Takeaway.com’s share of losses of an associate exceeds Just Eat Takeaway.com’s interest in that associate, Just Eat Takeaway.com discontinues recognising its share of further losses. Additional losses are recognised only to the extent that Just Eat Takeaway.com has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealised gains and losses resulting from transactions between Just Eat Takeaway.com and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Accounting for joint ventures is consistent with that of associates as set out above.

Just Eat Takeaway.com discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture. The difference between the carrying amount of the associate or a joint venture at the date the equity method was discontinued, and the fair value of any proceeds from disposing of the interest in the associate or a joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture.

The general impairment testing requirements for non-financial assets are applied to determine whether it is necessary to recognise any impairment loss with respect to Just Eat Takeaway.com’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised to the extent that the recoverable amount of the investment subsequently increases.

As at 31 December 2021, Just Eat Takeaway.com had investments in two associates, iFood Holdings B.V. (“iFood”) and IF-JE Holdings B.V. (“IF-NL”). Both associates are 33% owned (2020:33%), with the remaining 67% owned by Movile Internet Movel S.A. (“Movile”), or parties connected to Movile. Both entities are accounted for using the equity method in these consolidated financial statements as significant influence through representation on the entities’ board of directors is being considered and through the voting rights given by share ownership. Only iFood is considered to be material, the carrying value of IF-NL was €0 million as per 31 December 2021 (31 December 2020: €0 million).

The primary investment of IF-NL is El Cocinero a Cuerda SL (“ECAC”), which is accounted for as a joint venture using the equity method. Operations of the joint venture ceased on 4 December 2020 and the entity is in the process of being liquidated. No contingent liabilities are incurred relating to Just Eat Takeaway.com’s interests in the joint venture as per 31 December 2021.

€ millions

2021

2020

Balance as at 1 January

1,575

-

Additions from business combinations

-

1,730

Capital contributions

83

55

Direct equity movements from associate
(79 )
-

Share of results of associates and joint ventures

(62
)

(16
)

Foreign exchange and other movements

0

(194
)

Balance as at 31 December

1,517

1,575

iFood operates a marketplace for online food delivery. iFood is incorporated in the Netherlands and has its principal place of business in Brazil, an area of significant growth potential. The summarised financial information for iFood is as follows:

€ millions

2021

2020

Current assets

338

232

Non-current assets

89

49

Current liabilities

(388
)

(148
)

Non-current liabilities

(60
)

(7
)

Net assets of associate

(21
)

126

Just Eat Takeaway.com’s share of net assets

(7
)

42

Goodwill

1,524

1,533

Carrying amount of Just Eat Takeaway.com’s interest in the associate

1,517

1,575

Revenue for the period

771

433

Total result and comprehensive loss for the period

(185
)

(16
)

Just Eat Takeaway.com’s share of results and total comprehensive loss for the period

(62
)

(5
)

Dividends received by Just Eat Takeaway.com

-

-

Funding payments were made to iFood of €83 million in 2021 (2020: €44 million to iFood and €11 million ECAC).

iFood has a share option scheme in place that was historically classified as equity-settled. In June 2021, a prospective change in the settlement of these options was made to provide liquidity to employees of the scheme which will be settled in cash going forward. All other features of the awards, including strike price, vesting and expiry periods remained unchanged. Following this change, the iFood share-based payment scheme is accounted for as a cash-settled share-based payment plan going forward. The change in settlement is accounted for as a modification, with the difference between the existing share-based reserve and the share-based liability of US$286 million (€241 million) being recognised through retained earnings in equity. Just Eat Takeaway.com's share of this change amounts to €79 million and was recorded through equity mirroring the entry that was recorded by iFood.

v3.22.0.1

Trade and other receivables
12 Months Ended

Dec. 31, 2021

Trade and other receivables

Trade and other receivables
16 Trade and other receivables

Trade receivables and other receivables are initially recognised at fair value, which is generally equal to the transaction price, and subsequently measured at amortised cost using the effective interest method (if the effect of the time value of money is material), less a loss allowance. The loss allowance for trade receivables is equal to lifetime expected credit losses (“ECL”).

The ECL on trade receivables are estimated using a provision matrix by reference to historical credit loss experience based on Just Eat Takeaway.com’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

The carrying amount of trade receivables is reduced through the use of a loss allowance account and the amount of the loss is recognised within other operating expenses. When a trade receivable becomes uncollectible, it is written off against the allowance account for doubtful debts. Subsequent recoveries of amounts previously written off are credited against other operating expenses.

Trade receivables from online payment service providers relate to online payments of orders by consumers settled through externally contracted online payment service providers. Trade receivables from corporate accounts relate to monthly invoicing of corporate businesses whose employees use Just Eat Takeaway.com’s marketplace. Trade receivables of Just Eat Takeaway.com do not have a significant financing component and the carrying amount of trade receivables represents the maximum credit exposure.

€ millions

2021

2020

Trade receivables online payment service providers

181

115

Trade receivables corporate accounts

74

31

Trade receivables Partners

6

5

Other trade receivables

0

2

Other receivables

37

9

Closing balance

298

162

The closing balance of the trade receivables is as follows:

€ millions

Online payment service providers

Corporate
accounts

Partners

Other trade receivables

Trade receivables

115

32

10

2

Loss allowance trade receivables

-

(1
)

(5
)

-

Balance as at 31 December 2020

115

31

5

2

Trade receivables

181

76

15

0

Loss allowance trade receivables

-

(2
)

(9
)

(0
)

Balance as at 31 December 2021

181

74

6

0

No loss allowance for trade receivables from online payment service providers was deemed necessary as at 31 December 2021 (31 December 2020: nil).

The average credit period on sales of services is 30 days (2020: 30 days) and no interest is charged on receivables. Just Eat Takeaway.com has recognised a loss allowance of 100% against all receivables over 365 days past due as it is not expected that these receivables are recoverable. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. For the trade receivables outstanding past due less than 365 days we concluded that these are still recoverable. When there is evidence that a debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. liquidation of the debtor or bankruptcy, then Just Eat Takeaway.com writes off the trade receivable.

No significant amount of the trade receivables that have been written off are subject to enforcement activities (2020: none). There were no individually impaired receivables in 2021 which have been placed under liquidation (2020: nil).

Just Eat Takeaway.com recognises a lifetime expected credit loss allowance for trade receivables. The following table details the risk profile of trade receivables based on Just Eat Takeaway.com’s allowance matrix, which has been determined based on past default experiences and adjusted for current and forward-looking information that reflect the economic conditions in which the debtor operates. Just Eat Takeaway.com does not consider specific concentrations of credit risk and therefore segments are not further distinguished apart from the breakdown provided below.

Category

ECL rate

Not overdue

5%

31-60 days

5%

61-90 days

15%

91-180 days

30%

181-365 days

70%

over 365 days

100%

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

v3.22.0.1

Other current assets
12 Months Ended

Dec. 31, 2021

Other current assets

Other current assets

17 Other current assets

Other current assets are initially recognised at fair value, which is generally equal to the transaction price.

€ millions

2021

2020

Prepaid expenses

111

64

Deposits

4

7

Other

44

29

Closing balance

159

100

Prepaid expenses include €59 million related to prepaid marketing and technology expenses (2020: €25 million), €14 million related to prepaid insurance, €7 million related to sponsorship agreements (2020: €18 million) and €2 million related to prepaid merchandise and ordering devices (2020: €10 million).

Other current assets include €35 million worth of short-term investments (2020: €22 million of listing-related costs which were accounted for through equity upon completion of the Grubhub Acquisition).

v3.22.0.1

Inventories
12 Months Ended

Dec. 31, 2021

Inventories

Inventories
18 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Inventories are valued on a first-in-first-out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

€ millions

2021

2020

Ordering devices

9

5

Merchandise

24

9

Closing balance

33

14

The cost of inventories recognised as an expense during the year amounted to €33 million and is included in Order processing costs (2020: €49 million, 2019: €12 million).

The inventories are written down for an amount of €1 million (2020: €2 million, 2019: €0 million), the write-off of inventories is recognised in Other operating expenses.

v3.22.0.1

Cash and cash equivalents
3 Months Ended

Dec. 31, 2021

Cash and cash equivalents

Cash and cash equivalents
19 Cash and cash equivalents

Cash and cash equivalents are stated at face value and comprise cash balances, deposits held on call with banks, and other short-term highly liquid investments (maturity less than 3 months from acquisition date) that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. Just Eat Takeaway.com considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

€ millions

2021

2020

Cash and cash equivalents

1,066

488

Restricted cash

254

41

Closing balance

1,320

529

As at 31 December 2021, Just Eat Takeaway.com had issued bank guarantees amounting to €28 million (31 December 2020: €2 million), and had issued letters of credit amounting to €7 million (31 December 2020: €7 million). Cash and cash equivalents are not restricted in relation to cross-border cash movements or repatriation due to tax complications. The amount of impairment allowance as at 31 December 2021 is nil (2020: nil).

Stichting Derdengelden Takeaway.com acts as trustee in several of the legacy Takeaway countries. Stichting Derdengelden Takeaway.com collects the entire value of the order paid by the consumer through third-party payment service providers and remits the proceeds collected to Partners after deducting commissions, delivery and administration fees. Just Eat Takeaway.com controls Stichting Derdengelden Takeaway.com and as a consequence the foundation is consolidated. No equity interest is held in the foundation. The value of the orders to be remitted to Partners and held by Stichting Derdengelden Takeaway.com amounts to €63 million as at 31 December 2021 and is presented as restricted cash (31 December 2020: €40 million).

Restricted cash additionally includes a cash balance of €190 million (31 December 2020: €0 million) that is contractually restricted from general use for a maximum duration of three years.

v3.22.0.1

Equity
12 Months Ended

Dec. 31, 2021

Equity

Equity
20 Equity

Share capital

Ordinary share capital is classified as share capital.

Share premium

Share premium is the excess of the amount received by the Company over and above the nominal value of its shares issued. Incremental costs directly attributable to the issue of new shares are shown in shareholders’ equity as a deduction, net of tax, from the proceeds and are presented as share premium.

Authorised share capital

The authorised share capital is the maximum capital that the Company can issue under the terms of the Company’s articles of association.

Treasury shares
Where the Company purchases its own equity instruments, for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued.

The Company’s authorised share capital as at 31 December 2021 amounted to €16 million (2020: €16 million, 2019: €7 million), divided into 400,000,000 shares with a nominal value of €0.04 each.

Share capital

The Company had issued 211,932,766 shares at nominal value €0.04 each, amounting to an issued share capital of €8 million as at 31 December 2021 (31 December 2020: 148,758,803 ordinary shares at nominal value €0.04 each, amounting to an issued share capital of €6 million, 31 December 2019: 61,206,450 ordinary shares at nominal value €0.04 each, amounting to an issued share capital of €2 million). All shares have been issued and paid-in.

2021

2020

2019

Opening balance

148,758,803

61,206,450

  43,218,234

Issued during the year:

Issuances in connection with acquisitions

62,798,005

82,845,346

9,500,000

Capital raise in form of accelerated bookbuilding

-

4,600,000

8,350,000

Issuances upon vesting or exercise under share (option) plans

  375,958

107,007

138,216

Closing balance

  211,932,766

  148,758,803

61,206,450

The 62.8 million ordinary shares issued during the year relate to the Grubhub Acquisition (2020: 82.8 million ordinary shares in relation to the Just Eat Acquisition and 4.6 million ordinary shares with a total issuance cost of €400 million in relation to the accelerated bookbuild, 2019: 17.97 million ordinary shares in relation to the acquisition of Delivery Hero). During the year, the Company has issued a total of 1,000,000 shares (2020: nil, 2019: nil) with a nominal value of €0.04 each to be held by Stichting Administratiekantoor Takeaway.com (“STAK”) to fulfil potential future obligations under various share-based payment plans (refer to Note 6 for more details on each of these plans). Of those shares issued, 688,434 shares are still held by the STAK as at 31 December 2021 (31 December 2020: nil, 2019: nil).

Preference share capital

The Company had no outstanding preference shares as at 31 December 2021, 31 December 2020 and 31 December 2019.

Termination of call option cumulative preference shares

As at 31 December 2019, the Company had granted a call option to purchase cumulative preference shares to Stichting Continuiteit Takeaway.com for an indefinite period. In 2020, the Company terminated its defensive foundation structure through Stichting Continuiteit Takeaway.com. The termination took place as per 3 February 2020, the date on which the Company's issued share capital was admitted to the premium segment of the UK Official List and to trading on the London Stock Exchange. Stichting Continuiteit Takeaway.com was liquidated in 2021.

Share premium

The share premium reserve amounted to €13,450 million as at 31 December 2021 (2020: €8,801 million, 2019: €1,324 million). The movement is due to the issuance of shares related to the Grubhub acquisition and the payment of an exercise price above the nominal value of the shares upon exercise of share options, when applicable.

Equity-settled share-based payments reserve

The equity-settled share-based payments reserve relates to shares and share options granted by the Company to each of the Managing Directors under the LTIPs and STIs as well as the share-based payment plans in place for employees (refer to Note 6 for more details on each of these plans). Each share option can be converted into one share of the Company upon exercise. No amounts are paid or payable to the Company by the participants for the vesting of shares. Upon exercise of vested share options, the exercise price related to the share options must be paid by the participant. The share options, vested or unvested, carry neither rights to dividends nor voting rights. Share options may be exercised at any time from the dates of vesting to the dates of their expiry, subject to the Company’s insider dealing rules.

The cash flows related to the shares and share options are included in the proceeds from issue of ordinary shares for €4 million (2020: €1 million, 2019: €0 million).

Equity component of convertible bonds

The equity component of convertible bonds reserve amounted to €198 million as at 31 December 2021 (2020: €74 million, 2019: €23 million) and relates to the conversion option, net of tax, included in the convertible bonds. Reference is made to Note 22 for the disclosure on the convertible bonds.

Fair value through OCI reserve

The fair value through OCI reserve amounted to nil as at 31 December 2021 (2020: €323 million, 2019: nil). The €323 million related to the fair value gain recognised in 2020 for Just Eat Takeaway.com’s investment in Just Eat prior to obtaining control (reference is made to Note 11 Business combinations) was reclassified within equity to accumulated deficits in 2021. Between the date that the Just Eat Acquisition was declared wholly unconditional and the acquisition (“control”) date, Just Eat Takeaway.com elected to irrevocably account for its investment in Just Eat as an equity investment at fair value through OCI.

Foreign currency translation reserve

The foreign currency translation reserve comprises foreign currency translation differences arising from the translation of assets and liabilities of foreign operations and from translation of goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of foreign operation. When a foreign operation is sold, exchange differences recorded in shareholders’ equity prior to the sale are reclassified from shareholders’ equity to profit or loss as part of the gain or loss on divestment. This reserve is not available for distribution and is classified as a legal reserve under Dutch law.

Accumulated deficits

Accumulated deficits are related to past net losses allocated to shareholders’ equity. According to article 10.1 of the Company’s articles of association, the Company’s result is freely at the disposal of the shareholders, provided that total shareholders’ equity exceeds the called-up and paid-up capital of the Company, increased by legal and statutory reserves. In accordance with article 10.1.8 of the Company’s articles of association, the Management Board is authorised to determine the allocation of a deficit to be included in the financial statements. Our articles of association can be found on our corporate website.

The Management Board has determined that the net loss of 2021 amounting to €1,016 million (2020: €170 million, 2019: €121 million) has been accounted for in accumulated deficits.

v3.22.0.1

Basic and diluted loss per share
12 Months Ended

Dec. 31, 2021

Basic and diluted loss per share

Basic and diluted loss per share

21 Basic and diluted loss per share

Basic loss per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, including any outstanding nil-cost options that have vested under employee share-based payment plans (refer to Note 6).

Diluted loss per share

Diluted loss per share is calculated by adjusting the weighted average number of shares outstanding during the period, for the effects of all dilutive potential ordinary shares. The effect of anti-dilutive potential ordinary shares is ignored in calculating diluted earnings per share.

Numbers of ordinary shares

Numbers of weighted-average shares used in the calculation of basic and diluted loss per share are as follows:

2021

2020

2019

For the purpose of basic loss per share

183,828,591

140,419,945

58,008,856

For the purpose of diluted loss per share

183,828,591

140,419,945

58,008,856

The number of potential dilutive weighted-average shares not taken in consideration above, due to their anti-dilutive effect, amount to 18,062,459 ordinary shares (2020: 5,868,723 ordinary shares, 2019: 3,684,359 ordinary shares), related to the convertible bonds and share-based payment plans.

Basic and diluted loss per share

The loss used in the calculation of basic and diluted loss per share are as follows:

€ millions

2021

2020

2019

Loss attributable to the owners of the Company

(1,016
)
(170
)
(121
)

v3.22.0.1

Borrowings
12 Months Ended

Dec. 31, 2021

Borrowings

Borrowings
22 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Subsequently, amounts are stated at amortised cost with the difference being recognised in the statement of profit or loss over the term of the borrowings using the effective interest rate method.

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Compound instruments, such as convertible bonds, are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.

€ millions

2021

2020

2019 convertible bonds (2,500 notes at €100,000 par value)

234

229

2020 convertible bonds (3,000 notes at €100,000 par value)

255

245

2021 convertible bonds "A" (6,000 notes at €100,000 par value)

544

-

2021 convertible bonds "B" (5,000 notes at €100,000 par value)

431

-

Senior notes

440

-

Bank loan 300

-

Borrowings - non-current

2,204

474

2019 convertible bonds (2,500 notes at €100,000 par value)

6

6

2020 convertible bonds (3,000 notes at €100,000 par value)

4

3

2021 convertible bonds "B" (5,000 notes at €100,000 par value)

3

-

Senior notes

24

-

Borrowings - current

37

9

Borrowings - total

2,241

483

€ millions

2021

2020

Opening balance

483

229

Proceeds from issue of 2020 convertible bond

-

300

Proceeds from issue of 2021 convertible bond "A"

609

-

Proceeds from issue of 2021 convertible bond "B"

500

-

Proceeds from loan 300

-

Transaction costs

(15
)

(6
)

Net proceeds

1,394

294

Additions from business combinations (Senior notes)

447

-

Amount classified as equity (net of transaction costs)

(139
)

(51
)

Accrued interest

60

19

Interest paid

(35
)

(8
)

Foreign exchange movements

31

-

Closing balance

2,241

483

The current borrowings as at 31 December 2021 relate to the interest payable within 12 months regarding the 2021 convertible bonds, the 2020 convertible bonds, 2019 convertible bonds and the senior notes.

2021 Convertible bonds

On 2 February 2021, the Company announced the successful placement of €1.1 billion of convertible bonds, consisting of two tranches with aggregate principal amounts of €600 million due August 2025 (Tranche A), and €500 million due February 2028 (Tranche B), convertible into ordinary shares of the Company.

The convertible bonds were issued at 101.5% (Tranche A) and at 100% (Tranche B) of their nominal value in denominations of €100,000 each. The Tranche A convertible bonds do not bear interest and the Tranche B convertible bonds bear interest at a rate of 0.625% per annum, payable semi-annually in arrears in equal instalments on 9 February and 9 August of each year, commencing on 9 August 2021. The initial conversion price of the convertible bonds was set at €135.58 (Tranche A) and €144.93 (Tranche B). The convertible bonds may be converted into ordinary shares in accordance with the terms and conditions of the bonds.

2020 and 2019 convertible bonds

On 30 April 2020, the Company issued convertible bonds due April 2026 (‘‘the 2020 convertible bonds’’) at 100% of their nominal value in an aggregate principal amount of €300 million. The 2020 convertible bonds have an interest rate of 1.25% payable semi-annually in arrears in equal instalments. The 2020 convertible bonds have a maturity of six years and a denomination of €100,000 each. The 2020 bonds are redeemable prior to maturity and convertible into ordinary shares of the Company according to the terms of issuance.

On 18 January 2019, the Company issued the 2019 convertible bonds (‘‘the 2019 convertible bonds’’) at 100% of their nominal value in an aggregate principal amount of €250 million. The 2019 convertible bonds carry an interest rate of 2.25% payable semi-annually in arrears in equal instalments and have a denomination of €100,000 each. The 2019 convertible bonds are redeemable prior to maturity and convertible into ordinary shares of the Company according to the terms of issuance.

Senior notes

In June 2019, Grubhub Holdings Inc., a wholly-owned subsidiary of Grubhub Inc., issued senior notes at par for an aggregate principal amount of $500 million (the “senior notes”). The senior notes were issued pursuant to an indenture, dated 10 June 2019 (the “Indenture”), amongst Grubhub Holdings Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”). The senior notes are due in July 2027 and bear interest at 5.50% per annum, payable semi-annually. The senior notes are redeemable prior to the due date in accordance with the terms of the Indenture.

In connection with the closing of the Grubhub Acquisition, Merger Sub II, Inc. (“New Grubhub Inc.”), Grubhub Holdings Inc. and the Trustee entered into a Supplemental Indenture (the “Supplemental Indenture”) to the Indenture. Pursuant to the terms of the Supplemental Indenture, New Grubhub Inc. assumed all of the obligations of Grubhub Inc. under the Indenture and the senior notes.

Following the Grubhub Acquisition, the senior notes are guaranteed on a senior unsecured basis by Grubhub Holdings Inc. and each of its existing and future wholly-owned domestic restricted subsidiaries that guaranteed Grubhub Holdings Inc.’s prior credit facility, or that guarantees certain other indebtedness or indebtedness of a guarantor. The Indenture contains customary covenants.

Revolving credit facility

Just Eat Takeaway.com has access to a revolving credit facility ("RCF"), which has been amended in August 2021. The main amendments include the reduction of the facility size, a one year extension of the term and changes to the base rates as a result of IBOR reform. The amended RCF is denominated in two tranches, £171 million and €200 million, and expires on 9 March 2026.

In June 2021, a waiver was obtained allowing the Company to not perform covenant testing and to not provide Compliance Certificates for reporting periods from 30 June 2021 to 31 December 2022 (inclusive) in return for the Company agreeing not to draw on the facility. The facility was undrawn at year end 2021 (2020: undrawn).

Bank loan
In December 2021, Takeaway.com Group B.V received a loan from ING Bank N.V of which the principal is repayable in two years as a bullet payment. The loan is subject to variable interest rates and the agreement contains customary covenants and is guaranteed by subsidiaries of the Company in the event of default.

v3.22.0.1

Provisions
12 Months Ended

Dec. 31, 2021

Provisions

Provisions

23 Provisions

Provisions are recognised when Just Eat Takeaway.com has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the obligation, the carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

€ millions

Provisions

Balance as at 1 January 2020

-

Additions from business combinations

-

Balance as at 31 December 2020

-

Additions 55

Usage / releases (2 )

Additions from business combinations

32

Foreign exchange and other movements

5

Balance as at 31 December 2021

90

Non-Current Provisions 27

Current Provisions 63

Balance as at 31 December 2021
90

The provisions mainly relate to gig economy matters and additions from business combinations, reference is made to Note 30 Contingent liabilities.

v3.22.0.1

Trade and other liabilities
12 Months Ended

Dec. 31, 2021

Trade and other liabilities

Trade and other liabilities
24 Trade and other liabilities

Trade and other liabilities are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method.

Contract liability

The timing of revenue recognition may differ from the collections from consumers. Just Eat Takeaway.com's contract liability balance, which is included in Trade and other liabilities, is primarily composed of unredeemed gift cards and customer care vouchers. Upon redemption, revenues are recognised according to the order-driven revenue streams and the contract liability is released to settle all or a portion of the receivable due from the consumer.

The majority of contract liabilities are released within a year.

€ millions

2021

2020

Trade payables

484

286

Trade payables

45

47

Amounts due to Partners

439

239

Other liabilities

598

427

Accrued Staff Expenses

76

81

VAT, wage and withholding taxes, social security charges and pension premiums

115

77

Other liabilities

407

269

Closing balance

1,082

713

Just Eat Takeaway.com has a policy in place to ensure that all liabilities are paid within the pre-agreed credit terms.

In 2021, other liabilities mainly represent contract liabilities of €99 million (2020: €23 million), accrued courier-related expenses of €73 million (2020: €42 million), accrued marketing expenses of €64 million (2020: €49 million), accrued online payment fees of €18 million (2020: €7 million), accrued professional fees of €17 million (2020: €43 million mainly related to the Grubhub Acquisition), accrued IT expenses of €13 million (2020: €3 million) and digital service tax payable of €4 million (2020: €13 million).

v3.22.0.1

Financial instruments
12 Months Ended

Dec. 31, 2021

Financial instruments

Financial instruments
25 Financial instruments

Financial assets and financial liabilities are recognised in Just Eat Takeaway.com’s statement of financial position when Just Eat Takeaway.com becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value, except for trade receivables which are measured at their transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

The classification of financial assets is based on the business model in which the asset is held and the contractual terms of the financial asset that give rise to cashflows.

Financial assets are classified into one of three measurement categories:

•           Amortised cost;

•           Fair value through the statement of other comprehensive income (FVOCI); or

•           Fair value through profit or loss (FVTPL).

Just Eat Takeaway.com recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

Financial liabilities are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. The convertible bonds have two components, one that creates a financial liability (the obligation to make scheduled payments of interest and principal) for Just Eat Takeaway.com and one that grants an option to the holder of the instrument to convert it into an equity instrument of the entity. These components are recognised separately as debt and equity respectively.

Financial liabilities are subsequently measured at amortised cost using the effective-interest method, with interest expense recognised in the profit or loss.

Derivative financial instruments are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately. A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless Just Eat Takeaway.com has both a legally enforceable right and intention to offset.

Capital management

Just Eat Takeaway.com manages its capital to ensure that entities in Just Eat Takeaway.com will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. Just Eat Takeaway.com’s overall strategy remains unchanged from 2020.

The capital structure of the Company consists of net debt (borrowings as disclosed in Note 22 after deducting available cash and cash equivalents as disclosed in Note 19) and shareholders’ equity (comprising issued ordinary share capital, share premium, reserves and accumulated deficits as disclosed in Note 20).

The Management Board reviews the capital structure of the Company on a quarterly basis. As part of this review, the Management Board considers the cost of capital and the risks associated with each class of capital.

€ millions

2021

2020

Short-term borrowings

37

9

Long-term borrowings

2,204

474

Lease liabilities

375

87

Cash and cash equivalents

(1,320
)

(529
)

excl. restricted cash

254

41

Net debt

1,550

82

Equity

13,050

8,481

Net debt is defined as borrowings, including lease liabilities, net of available cash and cash equivalents. Equity includes all capital and reserves that are managed as capital.

Financial risk management objectives

Just Eat Takeaway.com’s activities are exposed to a number of financial risks. Just Eat Takeaway.com seeks to minimise the effects of market risk, credit risk and liquidity risk based on charters and policies.

Derivatives

Just Eat Takeaway.com entered into forward contracts totaling USD 77 million (2020: USD 30 million) and GBP nil (2020: GBP 29 million) as at 31 December 2021. Just Eat Takeaway.com does not apply hedge accounting and does not enter into derivative financial instruments for speculative purposes. It is the policy of Just Eat Takeaway.com to enter into foreign exchange forward contracts to manage the foreign currency risk associated with US dollar-denominated operating costs and intercompany loans. The forward contracts have maturity dates ranging between January 2022 and December 2022.

Market risk

Just Eat Takeaway.com’s activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates. There has been no change to Just Eat Takeaway.com’s exposure to market risk or the manner in which these risks are managed and measured.

Foreign currency risk

Foreign exchange risk is the risk to earnings or capital arising from movement of foreign exchange rates. Just Eat Takeaway.com undertakes transactions denominated in foreign currencies and therefore currency fluctuations may impact Just Eat Takeaway.com’s financial results.

The carrying amounts of Just Eat Takeaway.com’s main foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

€ millions

31 December 2021 Assets

31 December 2021 Liabilities

31 December 2020 Assets

31 December 2020 Liabilities

EUR

49

15

52

56

CAD

4

75

36

15

GBP

74

87

26

44

USD

309

34

13

6

DKK

68

13

1

26

Foreign currency sensitivity
Just Eat Takeaway.com is mainly exposed to changes in foreign currency fluctuations of the Euro, Canadian dollar, British pound, United States dollar and Danish krone.

A sensitivity analysis was performed to determine the impact on Just Eat Takeaway.com’s loss and equity of a 5% change in the relevant foreign currency exchange rates, with all other variables held constant. The analysis included only outstanding foreign currency denominated monetary assets and liabilities (i.e. those monetary assets and liabilities denominated in a currency that differs from the Just Eat Takeaway.com entities’ functional currencies). The euro relates to exposure to the exchange rate fluctuations of the euro within subsidiaries which have other functional currencies.

The percentage used (5%) is based on the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. It was concluded that a reasonably possible change in the relevant foreign currency exchange rates would have an immaterial impact on Just Eat Takeaway.com’s loss.

Interest rate risk

Just Eat Takeaway.com is exposed to interest rate risk due to existing borrowings at both fixed and floating interest rates. The risk is managed by the Management Board by maintaining an acceptable mix between fixed and floating rate borrowings. As at 31 December 2021, certain subsidiaries of Just Eat Takeaway.com are borrowers under the RCF and the loan agreement with ING N.V. with a floating interest rate. The loan was entered into in December 2021 and is repayable at the end of the two year borrowing period. Any change in the interest rate for the period from receipt of the loan and the end of the reporting period will not have a significant impact. Reference is made to Note 22 for more information on the loan.

As at 31 December 2021, Just Eat Takeaway.com had no outstanding drawings under the Just Eat RCF.

An analysis of the undiscounted cash flows of financial liabilities is detailed in the liquidity risk management section of this Note.

Credit risk

Credit risk refers to the risk that a customer or other counterparty will default on its contractual obligations resulting in financial loss to Just Eat Takeaway.com. In the event Just Eat Takeaway.com decides to assume more credit risk through asset concentrations or adoption of new credit standards in conjunction with untested business lines, it will properly evaluate the impact this action will have on its liquidity.

Just Eat Takeaway.com structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower, or groups of borrowers and industry segments. Such risks are monitored on a revolving basis and are subject to frequent review. The Management Board periodically discusses the level of credit exposure from Partners and corporate accounts at its meetings. Just Eat Takeaway.com usually collects trade receivables within seven days. Refer to Note 16 for details on Just Eat Takeaway.com’s exposure to credit risk and the measurement bases used to determine expected credit losses for trade receivables.

Trade receivables consist of a large number of unrelated Partners in various geographical areas. Just Eat Takeaway.com’s credit risk is reduced by its business model which allows it to offset payables to Partners against receivables. Just Eat Takeaway.com does not have significant credit risk exposure to any single counterparty. The credit risk on liquid funds is limited because the counterparties are financial institutions with strong credit-ratings assigned by international credit-rating agencies.

Liquidity risk

This is the risk to earnings or capital arising from a possible scenario that Just Eat Takeaway.com might not be able to meet its obligations when they come due, without incurring unacceptable losses. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. Liquidity risk also arises from a failure to recognise or address changes in the market conditions that affect the ability to liquidate assets quickly and with minimal loss in value.

Ultimate responsibility for liquidity risk management rests with the Management Board, which has established an appropriate liquidity risk approach for the management of Just Eat Takeaway.com’s short-, medium- and long-term funding and liquidity management requirements. Just Eat Takeaway.com manages liquidity risk by maintaining adequate reserves, by continuously monitoring cash flows, and by matching the maturity profiles of financial assets and liabilities.

The table below summarises the maturity profile of Just Eat Takeaway.com’s financial liabilities. The table sets forth the undiscounted cash flows at the earliest date on which Just Eat Takeaway.com can be required to pay. The tables include both interest and principal cash flows:

€ millions

Less than

one year

Between one

and five years

More than

five years

31 December 2021

Lease liability

59

201

137

Convertible bonds & Senior Notes

37

431

1,558

Bank Loan -

300

-

Revolving credit facility

-

-

-

Trade and other liabilities

1,082

-

-

Total monetary liabilities

1,178

932

1,695

31 December 2020

Lease liability

22

49

21

Convertible bond

9

581

-

Revolving credit facility

-

-

-

Trade and other liabilities

713

-

-

Total monetary liabilities

744

630

21

For leases, reference is made to Note 26.

Fair value measurements

The Management Board considers that the carrying amounts of financial assets and financial liabilities, other than the convertible bonds and the senior notes, recognised in the consolidated financial statements 2021 approximate their fair values. The valuation techniques described below have been applied to determine the fair value.

Woowa investment
As at 31 December 2021, Just Eat Takeaway.com’s 0.24% equity investment in Woowa Brothers Corp. acquired in 2019 amounts to €9 million and is measured at FVTPL (31 December 2020: €8 million). The investment is included in Other non-current assets.

There have been no additions or disposals and the gain recognised in 2021 amounted to €1.1 million (2020: €0 million). The fair value has been determined with reference to unobservable inputs such as similar types of companies with similar market share. This constitutes a level 3 valuation within the fair value hierarchy. A change of 5% in the inputs used would result in a change of approximately €0 million in the fair value as per 31 December 2021.

Based on the unobservable inputs used to determine the fair value, the investment was transferred from level 2 to level 3 within the fair value hierarchy. Transfers are recognised at the end of the reporting period.

Derivatives
The forward contracts are included in 'Other assets' (2020: 'Other liabilities') and the respective gains and losses are recognised in the Statement of profit or loss and other comprehensive income. A fair value gain of €2 million (2020: fair value loss of €2 million) was recognised in 2021.

The fair value is determined based on the present value of future cash flows using the forward exchange rates at the end of the reporting period and high credit quality yield curves in the respective currencies. This constitutes a level 2 valuation within the fair value hierarchy.

Bonds, senior notes and bank loan
The fair value of the convertible bonds amounts to €1,412 million (2020: €538 million) and of the senior notes amounts to €438 million (2020: nil) as at 31 December 2021. The fair value deviates from the carrying amount due to changes in market interest rates and credit spreads since the date of issue of the convertible bonds, which carry a fixed coupon interest rate.

The fair value is determined using observable inputs including, amongst other things, credit spreads. This constitutes a level 2 valuation within the fair value hierarchy. Management considers the carrying value of the loan received from ING N.V. to approximate its fair value.

v3.22.0.1

Leases
12 Months Ended

Dec. 31, 2021

Leases

Leases
26 Leases

Just Eat Takeaway.com assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration

As a lessee

A right-of-use asset and a lease liability are recognised at the lease commencement date.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received, and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The useful life for right-of-use assets is equal to the corresponding lease term. If there is evidence that the remaining useful life of underlying assets is lower than the lease term, then useful life is used.

Whenever an obligation is incurred for costs to restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects the expectation to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. Just Eat Takeaway.com applies the general impairment of non-financial assets requirements to determine whether a right-of-use asset is impaired.

Just Eat Takeaway.com applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Just Eat Takeaway.com applies the lease of low-value assets recognition exemption to leases of bikes and office equipment that are considered to be low value (i.e., below €5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Just Eat Takeaway.com applies a single discount rate to a portfolio of leases with reasonably similar characteristics. Many leases contain extension and termination options which are included in the lease terms if Just Eat Takeaway.com is reasonably certain that they will be exercised.

As a lessor

Leases for which Just Eat Takeaway.com is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. When Just Eat Takeaway.com is an intermediate lessor, it accounts for the head lease and the sub-lease as two separate contracts. The sub-lease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

Right-of-use asset

€ millions

Real estate

Vehicles

Total

Cost

Balance at 1 January 2020

30

2

32

Additions

12

2

14

Additions from business combinations

62

2

64

Disposals

(1
)

(0
)

(1
)

Foreign exchange and other movements

(4
)

(0
)

(4
)

As at 31 December 2020

99

6

105

Additions

218

3

221

Additions from business combinations

101

-

101

Disposals

(14
)

(2
)

(16
)

Foreign exchange and other movements

5

1

6

As at 31 December 2021

409

8

417

Accumulated depreciation

Balance at 1 January 2020

(7
)

(1
)

(8
)

Depreciation

(18
)

(2
)

(20
)

As at 31 December 2020

(25
)

(3
)

(28
)

Depreciation

(45
)

(2
)

(47
)

Disposals 9

1

10

Foreign exchange and other movements 2

(0 )
2

As at 31 December 2021

(59
)

(4
)

(63
)

Balance as at 31 December 2020

74

3

77

Balance as at 31 December 2021

350

4

354

Lease liability

€ millions

2021

2020

As at 1 January

87

27

Additions

217

12

Additions from business combinations

102

64

Disposals

(6
)

(4
)

Interest expense

5

2

Lease payments

(42
)

(12
)

Foreign exchange and other movements

12

(2
)

As at 31 December

375

87

As at 31 December 2021, the short-term portion of the lease liabilities amounted to €59 million (2020: €21 million).

Just Eat Takeaway.com has five finance sub-lease contracts in relation to office facilities in which it acts as lessor. These contracts are classified as finance leases under IFRS 16. Net investment in the leases are part of Other non-current assets and Finance income.

Income and expenses

€ millions

2021

2020

2019

Depreciation expense on RoU Assets (47 )
(20 )
(8 )

Interest expense on lease liabilities (5 )
(2 )
(1 )

Expense relating to short-term leases

(5
)

(0
)
(0 )

Expense relating to low value leases

(1
)

(6
)
(3 )

Total

(58
)

(28
)
(12 )

Cash outflow for leases

The total cash outflow for leases amounted to €42 million (2020: €12 million, 2019: €8 million).

Just Eat Takeaway.com’s liquidity risk is set out in Note 25 with regards to its lease liabilities.

v3.22.0.1

Cash flow statement supplementary information
12 Months Ended

Dec. 31, 2021

Cash flow statement supplementary information

Cash flow statement supplementary information
27 Cash flow statement supplementary information

1 January
2021

Financing cash flows

Non-cash movements

Operating
cash flows

31 December
2021

€ millions

Proceeds

Transaction
costs

Repayments

Equity
component of
convertible
bond

Additions
of leases

Arising on
acquisitions

Interest
expense

Other
changes

Interest
repayment

Convertible bonds 483

1,109

(15 )
-

(139 )
-

-

48

-

(11 )
1,475

Lease liability 87

-

-

(42 )
-

217

102

5

6

-

375

Senior notes -

-

-

-

-

-

447

12

31

(24 )
466

Bank Loan -

300

-

-

-

-

-

-

-

-

300

Total 570

2,616

1 January
2020

Financing cash flows

Non-cash movements

Operating
cash flows

31 December
2020

€ millions

Proceeds

Transaction
costs

Repayments

Equity
component of
convertible
bond

Additions
of leases

Arising on
acquisitions

Interest
expense

Other
changes

Interest
repayment

Convertible bonds 229

300

(6 )
-

(51 )
-

-

19

-

(8 )
483

Lease liability 27

-

-

(12 )
-

12

64

2

(6 )
-

87

Revolving credit facility 15

134

-

(493 )
-

-

344

-

-

-

-

Total
271

570

1 January
2019

Financing cash flows

Non-cash movements

Operating
cash flows

31 December
2019

€ millions

Proceeds

Transaction
costs

Repayments

Equity
component of
convertible
bond

Additions
of leases

Arising on
acquisitions

Interest
expense

Other
changes

Interest
repayment

Convertible bonds -

250

(6 )
-

(23 )
-

-

11

-

(3 )
229

Lease liability 15

-

-

(8 )
-

9

9

1

1

-

27

Revolving credit facility -

15

-

-

-

-

-

-

-

-

15

Bridge facility 150

-

-

(150 )
-

-

-

-

-

-

-

Total 165

271

The cash flows from convertible bonds and the bank loan make up the net amount of proceeds from borrowings and repayments of borrowings in the cash flow statement.

Other changes of lease liabilities include lease disposals, lease modifications and foreign exchange movements.

Other non-cash adjustments, in the operating cashflows, include movements in Provisions and Other non-current assets.

Please refer to Note 22 for additional information regarding the senior notes and the bank loan.

v3.22.0.1

Related party transactions
12 Months Ended

Dec. 31, 2021

Related party transactions

Related party transactions
28 Related party transactions

A related party is a person or entity that is related to Just Eat Takeaway.com. These include both people and entities that have, or are subject to, the influence or control of Just Eat Takeaway.com (for example key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS standards and take into account the substance as well as the legal form.

Balances and transactions within Just Eat Takeaway.com, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this Note. Details of transactions between Just Eat Takeaway.com and other related parties are disclosed below.

Trading transactions

During 2021, Just Eat Takeaway.com did not enter into material transactions with related parties that are not members of Just Eat Takeaway.com (2020 and 2019: none). No expense has been recognised in the current or prior years for bad or doubtful debts in respect of the amounts owed by related parties.

Loans to related parties

Just Eat Takeaway.com did not enter into new loans with related parties that are not Just Eat Takeaway.com entities (2020: none).

Other transactions with related parties

Funding payments of €83 million were made to iFood during 2021 (2020: €55 million, of which €44 million were made to iFood and €11 million were made to ECAC, 2019: none). Refer to Note 15 for more details. Other than these, there were no significant related party transactions.

Loans from related parties

There are no loans from related parties as at 31 December 2021 (31 December 2020: none).

Transactions with key management personnel of the Company

The members of the Management Board and the Supervisory Board are considered key management personnel as defined in IAS 24.

The remuneration policy for members of the Management Board was developed by the Supervisory Board, approved, adopted and amended by the General Meeting. On 15 May 2020, the day after the General Meeting 2020, the current remuneration policy entered into force.

The total remuneration of the Management Board is as follows:

€’000

J. Groen
(CEO)

B. Wissink
(CFO)

J. Gerbig
(COO)

2021

Short-term benefits

697

658

659

2,014

Post-employment benefits

50

50

50

150

Share-based payments
435

404

397

1,236

Total

1,182

1,112

1,106

3,400

€’000

J. Groen
(CEO)

B. Wissink
(CFO)

J. Gerbig
(COO)

2020

Short-term benefits

984

926

905

2,815

Post-employment benefits

50

50

50

150

Share-based payments

310

278

265

853

Total

1,344

1,254

1,220

3,818

€’000

J. Groen
(CEO)

B. Wissink
(CFO)

J. Gerbig
(COO)

2019

Short-term benefits

479

438

404

1,321

Post-employment benefits

50

50

46

146

Share-based payments

191

176

172

539

Total

720

664

622

2,006

From 15 June 2021 until 30 November 2021 M. Maloney was a member of the Management Board and in this capacity his maximum remuneration by Just Eat Takeaway.com was bound by the remuneration policy of the Management Board. However, as M. Maloney did not enter into a management agreement with the Company, he did not benefit from the compensation package under the Company's remuneration policy or severance arrangement for the Management Board.

In the period from 15 June 2021 until 30 November 2021, M. Maloney received an amount of €250 thousand from Grubhub, which includes the pro-rata payment of his annual base fee of €450 thousand.

As per 8 August 2020, Grubhub established the Grubhub Inc. Executive Severance Plan (the “GH Severance Plan”). Grubhub qualified M. Maloney as Tier 1 Participant and his severance due to termination of his employment relationship with Grubhub was calculated accordingly.

The total remuneration of the Supervisory Board is as follows:

€’000

2021

2020

2019

Adriaan Nühn (Chair)

135

115

65

Corinne Vigreux

98

80

50

Ron Teerlink

87

75

50

Gwyn Burr

98

68

-

Jambu Palaniappan

77

53

-

Johannes Reck

-

7

38

Lloyd Frink

45

-

-

David Fisher

60

-

-

Total

600

398

203

No loans, advances or guarantees were granted to members of the Management Board and Supervisory Board in 2021 (2020: none, 2019: none).

David Fisher and Lloyd Frink held shares in Grubhub prior to the Grubhub Acquisition, which were rolled-over into shares in Just Eat Takeaway.com. As at 31 December 2021, David Fisher held 20,330 ADSs and 31,530 vested options, which, upon exercise, can be settled in 31,530 ordinary shares or 157,650 ADSs. As per the same dated, Lloyd Frink held 282,354 ADSs and 37,168 vested options, which upon exercise, can be settled in 37,168 ordinary shares or 185,840 ADSs. As per 31 December 2021, no other Supervisory Board members held shares or share options in the Company.

v3.22.0.1

Off-balance sheet commitments
12 Months Ended

Dec. 31, 2021

Off-balance sheet commitments

Off-balance sheet commitments
29 Off-balance sheet commitments

Lease arrangements

Just Eat Takeaway.com applies the short-term lease recognition exemption to its short-term leases (i.e. <1 year). It also applies the recognition exemption for leases for which the underlying asset is of low value (i.e. below €5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease term.

Low value and short-term leases (including delivery bikes) can be specified as follows:

€ millions

2021

2020

Not later than one year

20

2

Between one and five years

21

14

More than five years

-

-

Closing balance

41

16

Commitments for expenditure

Just Eat Takeaway.com has commitments for expenditure as at 31 December 2021 for an amount of €273 million (31 December 2020: €20 million) mainly related to marketing and sponsoring contracts, IT contracts, third-party delivery companies and excluding leasehold improvements, reference is made to Note 14.

v3.22.0.1

Contingent liabilities
12 Months Ended

Dec. 31, 2021

Contingent liabilities

Contingent liabilities
30 Contingent liabilities

Group guarantees

The Company has issued declarations of joint and several liability for Takeaway.com Group B.V., Takeaway.com Central Core B.V., Takeaway.com European Operations B.V., Takeaway.com Payments B.V. and Takeaway.com Express Netherlands B.V., in accordance with Section 403 of Part 9 of Book 2 of the Dutch Civil Code.

Takeaway.com Group B.V. has declared to be liable vis-à-vis Yourdelivery and Takeaway Express GmbH only in the subsequent fiscal year for any obligations entered into by Yourdelivery and Takeaway Express GmbH until 31 December 2021. Based on section 264 paragraph 3 of the German Commercial Code, Yourdelivery and Takeaway Express GmbH are exempt from certain requirements of the German Commercial Code.

Takeaway.com Payments B.V. has agreed that in case Stichting Derdengelden Takeaway.com has insufficient funds to meet its payment obligations to Partners, consumers and entities within the Just Eat Takeaway.com group, Takeaway.com Payments B.V. will immediately pay this deficit.

Legal proceedings

Subject to the matters disclosed below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Just Eat Takeaway.com is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Just Eat Takeaway.com’s financial position or results.

Gig Economy Matters

Just Eat Takeaway.com is involved in various legal proceedings including labour and employment claims, some of which relate to the alleged misclassification of independent contractors.

In July 2018, a courier on the SkipTheDishes network filed a putative class action claim in Manitoba alleging that all couriers providing services on the Skip network in Canada are employees and not independent contractors. The relevant court has not yet determined if the claim will be certified as a class action and, if so, which couriers would be included in any such class.

While it is difficult to assess the merits or potential quantum with certainty, the current assessment is that a successful claim against Just Eat Takeaway.com is not probable. No provision has currently been recorded. Given the uncertain nature of the relevant events and liabilities, it is not practicable to provide information on the estimate of the financial effect, if any, or timing.

Grubhub currently has a number of pending putative class actions, Private Attorney General Act lawsuits and arbitrations alleging the misclassification of independent contractors. Legislation in this area continues to evolve, and Grubhub therefore expects to continue to receive an increased number of misclassification claims. Nonetheless, the Company believes that its approach to classification is supported by the law and intends to continue to defend itself vigorously in these matters. The Company does not believe any of the foregoing claims will have a material impact on its consolidated financial statements. However, there is no assurance that any claim will not be combined into a collective or class action.

In Italy, Just Eat Italy S.R.L. received orders from the public prosecutor and labour, social security and public insurance inspectors that state that couriers engaged by Just Eat Italy should be considered ‘workers’, in Italy called co.co.co., instead of independent contractors. Having transitioned to an employed courier model in 2021, as well as signing a collective bargaining agreement with the largest unions for the employment of couriers, Just Eat Italy subsequently resolved the public prosecutor orders. On 1 April 2021, Just-Eat Italy received a further order with the calculation of the social security contributions for said couriers, including fines for late payment. The related accrual is included in Trade and other liabilities. Just Eat Takeaway.com continues to evaluate its approach towards, and any potential objections to, the order regarding social security contributions.

In Australia, Just Eat Takeaway.com’s subsidiary Menulog Pty. Ltd. (“Menulog”) received a position paper from the Australian Taxation Office (the “ATO”) on 11 September 2019 stating that the couriers engaged by Menulog should be considered employees rather than independent contractors. Menulog has challenged this based on the legislation and recent case law. In October 2021, the ATO provided Menulog with the Reasons for Decision Paper in which it reiterated its previous decision and stipulates that the guidance should be applied retrospectively. Menulog continues to disagree with the position of the ATO. In November 2021, the ATO has put the audit and any related actions on hold. Menulog continues to evaluate its approach towards, and any potential objections to, the Reasons for Decision Paper.

EU State Aid

In October 2017, the European Commission (the ‘‘EC’’) announced it was conducting a state aid investigation into the Group Financing Exemption contained within the UK’s Controlled Foreign Company (‘‘CFC’’) legislation. The Group Financing Exemption (contained within Chapter 9 of Part 9A of the Taxation (International and Other Provisions) Act 2010) was introduced in 2013 when the UK CFC rules were revised.

On 20 August 2019, the EC published its final decision in the Official Journal following the conclusion of its investigation.

Following the decision, the EC ordered the UK to recover in full the CFC charge that would have applied if no claim under the Group Financing Exemption had been made, to the extent that the profits were attributable to qualifying loan relationships which involved UK activities.

Just Eat Takeaway.com believes the EC came to the wrong conclusion following its investigation and has applied to the General Court of the European Union (the ‘‘GCEU’’) to annul the decision. The UK government, along with a number of other affected companies, has submitted similar annulment applications.

Similar to other UK-based international companies, Just Eat Takeaway.com may be impacted by the final outcome of this investigation, potentially with previously exempt finance flows becoming subject to the UK’s CFC legislation and therefore UK tax, in addition to its relevant affiliates being subject to applicable tax legislation in their own tax jurisdictions. Just Eat Takeaway.com is continuing to work with its advisers to assess the EC’s decision on its position as guidance is released from Her Majesty’s Revenue and Customs (‘‘HMRC’’) and other sources. While there is considerable uncertainty with regard to both the annulment process and any corresponding liability assessed by HMRC, the maximum potential cash exposure has been calculated to be £17 million including interest (€19 million including interest), should the EC’s decision be upheld. Just Eat Takeaway.com has appealed the decision on a number of grounds and continues to engage with HMRC on the matter.

We believe the European Commission's decision to be without merit, however in line with IFRS 3, Just Eat Takeaway.com assumed a contingent liability of €3 million in our opening balance sheet for this matter. The UK Government is required to commence collection proceedings and a new law was enacted as of 17 December 2020 to empower HMRC to do this. However, the new law is a charging mechanism only and not an arbitration on the merits of the on-going litigation. If the state aid decision is annulled, then any amounts paid will be returned to Just Eat Takeaway.com following this final determination.

Due to the newly enacted legislation, HMRC issued a charging notice for €14 million on 1 February 2021 and this was paid on 26 February 2021. This is a collection mechanism only and does not alter the ongoing merits of the case which is subject to on-going litigation.

Civil Litigation

In August 2011, Ameranth, Inc. (“Ameranth”) filed a patent infringement action against a number of defendants, including Grubhub Holdings Inc., in the U.S. District Court for the Southern District of California, Case No. 3:11-cv-1810. Ameranth subsequently initiated additional actions for infringement of a related patent, including separate actions against Grubhub, Case No. 3:12-cv-739, which were consolidated along with approximately 40 other cases Ameranth filed in the same district. In 2018, the district court granted summary judgement to another defendant and stayed the Grubhub cases. The district court’s decision has been affirmed on appeal and Grubhub anticipates that the district court will issue a final, favorable ruling by or before June 2022. Grubhub believes this case lacks merit and that a loss is not probable.

On 20 November 2019, a purported stockholder of Grubhub Inc. filed a putative class action complaint against Grubhub Inc., then Chief Executive Officer Matthew Maloney, and then President and Chief Financial Officer Adam DeWitt in the United States District Court for the Northern District of Illinois, Case No. 19 Civ. 7665. The complaint, which was amended on 24 July 2020, asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, based on its allegation that the defendants made false and misleading statements about Grubhub’s growth, competitive landscape, and strategy. The complaint seeks unspecified compensatory damages and attorneys’ fees, amongst other relief. In September 2021, the district court denied Grubhub’s motion to dismiss and the case is now proceeding to limited discovery and then mediation (currently scheduled for April 6, 2022). The defendants believe that the case is without merit and that a resolution may result from the mediation. Given the early stage of the proceedings, a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time.

In 2020, Grubhub received a letter from International Business Machines Corporation (“IBM”) alleging that Grubhub’s website and mobile application products infringe certain U.S. patents held by IBM. Grubhub and IBM have discussed a potential resolution of IBM’s allegations, and to date, IBM has not filed any litigation against Grubhub regarding the patents. In addition, Grubhub believes it has meritorious defenses to IBM’s allegations, although there can be no assurances that Grubhub will reach a satisfactory resolution, or that it would be successful in defending against a claim by IBM in the event that a complaint was to be filed.

Just Eat Takeaway.com is, from time to time, involved in various other legal proceedings arising from normal course of business activities, including claims from Partners. Generally, Just Eat Takeaway.com does not believe any of such claims will have significant effects on Just Eat Takeaway.com’s consolidated financial position or results. In Canada and Israel, some Partners have challenged applicable commission rates. Just Eat Takeaway.com disclaims liability and is defending these claims.

Legal advice indicates that the possibility exists that a liability for an amount of €17 million, could arise as a consequence of the case in Israel. Just Eat Takeaway.com is not expecting a material net exposure on these legal proceedings, considering related reimbursements to be received from third parties.

With regards to the Canadian case, the plaintiff has agreed to discontinue the claim.

v3.22.0.1

List of subsidiaries, joint ventures and associates
12 Months Ended

Dec. 31, 2021

List of subsidiaries, joint ventures and associates

List of subsidiaries, joint ventures and associates
31 List of subsidiaries, joint ventures and associates

A list of the Company’s subsidiaries, joint ventures and associates as per 31 December 2021 including the name, nature of business, proportion of voting rights held and country of incorporation, is set out below.

Company name

Country of
incorporation

Nature of business

% holding

Subsidiary undertakings

Takeaway.com Group B.V.

Amsterdam, Netherlands

Holding

100%

Takeaway.com Central Core B.V.

Amsterdam, Netherlands

Operating

100%

Hello Hungry EAD

Sofia, Bulgaria

Holding

100%

HH Delivery BG EOOD

Sofia, Bulgaria

Operating

100%

BG Menu EOOD

Sofia, Bulgaria

Operating

100%

HelloHungry Delivery S.R.L.

Bucharest, Romania

Operating

100%

HelloHungry S.A.

Bucharest, Romania

Operating

100%

Takeaway.com European Operations B.V.

Amsterdam, Netherlands

Operating

100%

Takeaway.com European Operations BV Austrian Branch

Amsterdam, Netherlands

Branch

100%

Takeaway.com European Operations BV Belgium Branch

Amsterdam, Netherlands

Branch

100%

Takeaway.com European Operations BV Swiss Branch

Amsterdam, Netherlands

Branch

100%

Takeaway.com European Operations BV Portuguese Branch

Amsterdam, Netherlands

Branch

100%

Foodarena AG

Zurich, Switzerland

In liquidation

100%

sto2 sp. z o.o.

Wroclaw, Poland

Operating

100%

eat.ch GmbH

Zurich, Switzerland

Operating

100%

Takeaway.com Express Netherlands B.V.

Amsterdam, Netherlands

Operating

100%

Takeaway.com Express Italy S.r.l.

Milan, Italy

Operating

100%

Takeaway.com Express France SAS

Paris, France

Operating

100%

Takeaway.com Express Denmark ApS

Copenhagen, Denmark

Operating

100%

Takeaway.com Express UK Limited

London, United Kingdom

Operating

100%

Takeaway Express Spain S.L.

Madrid, Spain

Operating

100%

Takeaway.com Express Austria GmbH Vienna, Austria Operating 100%

Takeaway.com Express Belgium BV

Brussels, Belgium

Operating

100%

Takeaway.com Express Norway AS

Kristiansand, Norway

Operating

100%

Takeaway.com Express Poland Sp. z o.o.

Wroclaw, Poland

Operating

100%

Bistro.sk a.s. Bratislava, Slovakia Operating 100%

yd.yourdelivery GmbH

Berlin, Germany

Operating

100%

Takeaway Express GmbH

Berlin, Germany

Operating

100%

Biscuit Holdings Israel Ltd.

Tel Aviv, Israel

Holding

100%

10bis.co.il Ltd

Tel Aviv, Israel

Operating

100%

Scoober Tel Aviv Ltd

Tel Aviv, Israel

Operating

100%

Takeaway.com Payments B.V. Amsterdam, Netherlands Operating 100%

Just Eat Limited

London, United Kingdom

Holding

100%

Just Eat Holding Limited

London, United Kingdom

Operating

100%

Just Eat Northern Holdings Limited

London, United Kingdom

Holding

100%

Just Eat Denmark Holding ApS

Copenhagen, Denmark

Holding

100%

Just Eat Host A/S

Copenhagen, Denmark

Holding

100%

Just Eat.dk ApS

Copenhagen, Denmark

Operating

100%

Just Eat.co.uk Limited

London, United Kingdom

Operating

100%

Hungryhouse Holdings Limited

London, United Kingdom

Holding

100%

Hungryhouse GmbH

Berlin, Germany

In liquidation

100%

Flyt Limited

London, United Kingdom

Operating

100%

Flyt USA Inc

Wilmington, United States

Operating

100%

Simbambili Ltd

Tel Aviv, Israel

Operating

100%

Practi Technologies Ltd

London, United Kingdom

Operating

100%

Just Eat.no AS

Oslo, Norway

Operating

100%

City Pantry Ltd

London, United Kingdom

Operating

100%

FBA Invest SAS

Paris, France

Holding

80%

Eat On Line SAS

Paris, France

Operating

80%

Just-Eat Spain S.L.

Madrid, Spain

Operating

100%

Just-Eat Italy S.r.l.

Milan, Italy

Operating

100%

Just-Eat.lu SarL

Luxembourg, Luxembourg

Dormant

100%

Skipthedishes Restaurant Services Inc.

Otawa, Ontario, Canada

Operating

100%

Just-Eat Ireland Limited

Dublin, Ireland

Operating

100%

Just Eat Central Holdings Limited

London, United Kingdom

Holding

100%

Eatcity Limited

Dublin, Ireland

Holding

100%

Just Eat (Acquisitions) Holding Limited

London, United Kingdom

Holding

100%

Just Eat (Acquisitions) Pty Limited

Sydney, Australia

Holding

100%

Menulog Group Limited

Sydney, Australia

Operating

100%

Eat Now Services Pty Limited

Sydney, Australia

Dormant

100%

Menulog Pty Limited

Sydney, Australia

Operating

100%

Menulog Limited

Auckland, New Zealand

Operating

100%

Orange Vests B.V.

Amsterdam, Netherlands

Holding

100%

Grubhub Inc Wilmington, Delaware, United States Holding 100%

Grubhub Holdings Inc Wilmington, Delaware, United States Operating 100%

MealPort ELP, LLC Austin, Texas, United States Operating 100%

Seamless Europe, Ltd London, United Kingdom Operating 100%

Grubhub Canada Limited Vancouver, British Columbia, Canada Operating 100%

Slick City Media, Inc d/b/a Menu Pages Albany, New York, United States Operating 100%

LAbite.com, Inc Sacramento, California, United States Operating
100%

KMLee Investments Inc Wilmington, Delaware, United States Operating 100%

Thresher Logistics LLC Austin, Texas, United States Operating 100%

Bite Commissary LLC Austin, Texas, United States Operating 100%

SCVNGR, Inc. d/b/a LevelUp Wilmington, Delaware, United States Operating 100%

LevelUp (UK) Limited London, United Kingdom Operating 100%

LevelUp Consulting, LLC Wilmington, Delaware, United States Operating 100%

Grubhub Campus, Inc. Wilmington, Delaware, United States Operating 100%

Tapingo Ltd Tel Aviv, Israel Operating 100%

Joint Ventures

El Cocinero a Cuerda S.L.

Madrid, Spain

In liquidation

67%

Associates

IF-JE Holdings BV

Hoofddorp, Netherlands

Holding

33%

iFood Holdings BV

Amsterdam, Netherlands

Holding

33%

All subsidiaries have a similar period-end reporting date.

v3.22.0.1

Events after the reporting period
12 Months Ended

Dec. 31, 2021

Events after the reporting period

Events after the reporting period
32 Events after the reporting period

A subsequent event is a favourable or unfavourable event, that occurs between the reporting date and the date that the consolidated financial statements are authorised for issue. Events after the reporting date that provide evidence of conditions that existed at the reporting date are adjusted within the consolidated financial statements. Events that are indicative of a condition that arose after the reporting date of a material size or nature are disclosed below.

Announced delisting

On 8 February 2022, further to Just Eat Takeaway.com's ongoing review to determine its optimal listing venue, the Company announced that it has formally notified The Nasdaq Stock Market, Inc. of its intent to voluntarily delist its American Depositary Receipts (“ADRs”) from the Nasdaq. Just Eat Takeaway.com expects to file a Form 25 (Notification of Removal from Listing) with the SEC and for the last trading day of its ADRs on Nasdaq to occur by the end of the first quarter of 2022. The Company expects its ADRs to be quoted and traded on the OTC Markets via a sponsored Level I Program following the voluntary delisting.

The main considerations for the voluntary delisting are the low trading volumes of the Company’s ADRs on Nasdaq and the low proportion of the Company’s total share capital held via ADRs on Nasdaq (approximately 3.7%, which is expected to decrease further overtime). Considering this and subject to meeting the relevant requirements, the Company intends to apply for a deregistration of its ordinary shares under the Securities and Exchange Act of 1934 (the "Exchange Act") in the first half of 2023.

The Company’s ordinary shares will remain listed on Euronext Amsterdam and on the London Stock Exchange. An estimate of the financial effect of the voluntary delisting cannot be made.

iFood funding
In February 2022 Just Eat Takeaway.com took up its rights to participate in iFood's funding round for its financial year ending March 2022, investing $32 million into iFood to maintain the current holding of 33.3%.

Announced proposal to discontinue certain operations

To concentrate on the highest potential markets for generating scale, leadership positions and profit pools, the Just Eat Takeaway.com Management Board intends to discontinue its operations in Norway and Portugal, anticipated to be effective as of 1 April 2022. Just Eat Takeaway.com expects no significant impact to reported operating results from the closure.

There have been no other events subsequent to the balance sheet date that require disclosure.

v3.22.0.1

Basis of preparation (Policies)
12 Months Ended

Dec. 31, 2021

Basis of preparation

Statement of compliance
Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements are prepared for the purpose of filing the annual report on Form 20-F with the United States Securities and Exchange Commission ("SEC"). These consolidated financial statements for the year ended 2021 were authorised for issue by the Management Board of the Company (the “Management Board”, and members of the Management Board, “Managing Directors”) and the Supervisory Board of the Company (the “Supervisory Board”, and members of the Supervisory Board, “Supervisory Directors”) on 2 March 2022.

These consolidated financial statements are not the statutory consolidated financial statements of the Company for the years ended 31 December 2021, 2020 or 2019. Certain amounts reported in these consolidated financial statements differ from the amounts included in the statutory consolidated financial statements due to the timing of certain entries and adjustments made in the statutory consolidated financial statements for the years ended 31 December 2021, 2020 and 2019 relating to years ended 31 December 2020, 2019 and 2018.

The statutory consolidated financial statements were prepared in accordance with IFRS as adopted for use in the European Union by the European Commission and in conformity with Part 9 of Book 2 of the Dutch Civil Code. The statutory consolidated financial statements for the year ended 31 December 2021 were authorised for issue by the Management Board of the Company and Supervisory Board of the Company on 2 March 2022. The adoption of the statutory consolidated financial statements is reserved for the shareholders in the Annual General Meeting ("AGM") scheduled for 4 May 2022.

The statutory consolidated financial statements for the year ended 31 December 2020 were authorised for issue by the Management Board and Supervisory Board on 10 March 2021 and were adopted by the shareholders in the AGM on 12 May 2021. The statutory consolidated financial statements for the year ended 31 December 2019 were authorised for issue by the Management Board and Supervisory Board on 12 February 2020 and adopted by the shareholders in the Annual General Meeting on 14 May 2020. Those statutory financial statements, which were audited in accordance with International Standards on Auditing, remain as issued and approved in line with Dutch requirements.

Amendments to 2020 presentation

Amendments to 2020 presentation
During 2021, Just Eat Takeaway.com changed the classification of Outsourced service costs incurred in certain markets to reflect more appropriately the nature of the expenses and to further improve presentation. Comparative amounts in the Consolidated statement of profit or loss and other comprehensive loss and related Notes were reclassified for consistency. As a result, €47 million was reclassified from Staff costs to Other operating expenses (2019: nil).

Basis of measurement

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis unless stated otherwise. Income and expenses are accounted for on an accrual basis.

Reference is made to the significant accounting policies as included in the relevant Notes to the consolidated financial statements for more detailed information on the measurement basis. These policies have consistently been applied by Just Eat Takeaway.com.

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, Just Eat Takeaway.com considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described as follows:

•           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 value measurement is directly or indirectly observable.

•           Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Going concern

Going concern

The Management Board has assessed the going concern assumptions of Just Eat Takeaway.com during the preparation of the consolidated financial statements. The assessment includes knowledge of Just Eat Takeaway.com, the estimated economic outlook and identified risks and uncertainties in relation thereto. Furthermore, the review of our strategic plan and budget, including expected developments in liquidity, short- and long-term cash flow projections, debt and capital were considered. There are no events or conditions that give rise to doubt the ability of Just Eat Takeaway.com to continue as a going concern for a period of twelve months from the date the consolidated financial statements are authorised for issue. Consequently, it has been concluded that it is reasonable to apply the going concern concept as the underlying assumption for the consolidated financial statements.

Basis of consolidation
Basis of consolidation

The consolidated financial statements include the accounts of the Company and the entities controlled by the Company (its subsidiaries).

Control

The Company controls an entity when it has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. All relevant facts and circumstances are considered in assessing whether or not the Company’s voting and share rights in an investee are sufficient to give it power.

Non-controlling interest

Non-controlling interests in subsidiaries are identified separately from Just Eat Takeaway.com N.V.’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Consolidation process

Consolidation of a subsidiary begins when control over the subsidiary is obtained and ceases when control over the subsidiary is lost. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss and other comprehensive income or loss (“OCI”) from the date the Company gains control until the date when the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Just Eat Takeaway.com accounting policies. All intra-group assets and liabilities, equity, income and expenses, including any unrealised income and expenses, relating to transactions between members of Just Eat Takeaway.com are eliminated in full upon consolidation.

Profit or loss and each component of OCI are attributed to the shareholders of Just Eat Takeaway.com and to the non-controlling interests. Total comprehensive income or loss of the subsidiaries is attributed to the owners of Just Eat Takeaway.com and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Foreign currencies
Foreign currencies

Functional and presentation currency

These consolidated financial statements are presented in euros, which is the Company’s functional currency and the presentation currency for the consolidated financial statements.

Foreign currency transactions

In preparing the financial statements of each individual Just Eat Takeaway.com entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in OCI and reclassified from equity to profit or loss on repayment of the monetary items.

Foreign operations

The assets and liabilities of Just Eat Takeaway.com’s foreign operations, including goodwill and fair value adjustments arising on acquisitions, are translated into euros using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in OCI and accumulated in a foreign currency translation reserve as part of shareholders’ equity.

Impairment of non-financial assets
Impairment of non-financial assets

At each reporting date, the carrying amounts of non-financial assets of Just Eat Takeaway.com are reviewed to determine whether there is any indication that those assets may be impaired. If any indication of impairment exists, the recoverable amount of the asset is estimated in order to determine if there is any impairment loss. Goodwill is tested annually for impairment and whenever an impairment trigger is identified.

Where the asset does not generate cash flows that are independent from other assets, they are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating unit (“CGU”). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the business combination.

The recoverable amount is the greater of the fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present values using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised with regard to CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then to reduce the carrying amount of the other assets in the CGU on a pro-rata basis. An impairment loss can be reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss of goodwill is not subsequently reversed.

Receivables are financial assets subsequently measured at amortised cost and are assessed for impairment using the “expected credit loss” model, refer to Note 16 for further details.

Offsetting of financial assets and financial liabilities
Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and reported as a net amount in the consolidated statement of financial position when there is a legally enforceable right to offset the amounts recognised and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Just Eat Takeaway.com entity or the counterparty.

Consolidated statement of cash flows
Consolidated statement of cash flows

The consolidated statement of cash flows has been prepared using the indirect method. The indirect method implies that the consolidated result for the year is adjusted for items and expenses that are not cash flows and for autonomous movements in operating working capital (excluding impact from business acquisitions). Cash payments to employees and suppliers are recognised as cash flows from operating activities. Cash flows from operating activities also include costs of business acquisition and divestment-related costs, spending on provisions, and income taxes paid on operating activities.

Cash flows from investing activities are those arising from capital expenditure and disposal, additions and disposals of loans carried at amortised cost, additions and disposals of joint ventures and equity investments, and from the acquisition of business combinations. Cash and cash equivalents available at the time of acquisition or sale are deducted from the related payments or proceeds.

Cash flows from financing activities comprise the cash receipts of the exercise of share options, payments for issued shares, debt instruments, and short-term financing.

New and amended standards
New and amended standards

In the current period, Just Eat Takeaway.com has mandatorily adopted a number of amendments to IFRS issued by the IASB that are effective for the current accounting period.

The following amendments to standards were applied for the first time in 2021, resulting in consequential changes to the accounting policies and other Note disclosures, where applicable:

•           Amendments to IFRS 16 Covid-19-related Rent Concessions (beyond 30 June 2021)

•           Amendments to IFRS 4 Insurance contracts - deferral of IFRS 9

•           Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest rate benchmark reform - phase 2

The abovementioned amendments do not have a significant impact on the disclosures or on the amounts reported in these consolidated financial statements.

New and amended standards and interpretations not yet effective
New and amended standards and interpretations not yet effective

Certain new accounting standards and interpretations have been issued but are not yet effective for the year ended 31 December 2021 and have not been early adopted:

•           Adoption of IFRS 17 Insurance contracts

•           Amendments to IAS 1 Classification of Liabilities as Current or Non-current

•           Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting policies

•           Amendments to IAS 8 Definition of Accounting Estimates

•           Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction

•           Amendment to IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent Assets, and Annual Improvements 2018-2020

•           Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

None of the accounting standards issued but not yet effective are expected to have a significant impact on these consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty
Critical accounting judgements and key sources of estimation uncertainty

In applying Just Eat Takeaway.com’s accounting policies, the Management Board is required to make judgements that may have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying Just Eat Takeaway.com’s accounting policies
Critical judgements in applying Just Eat Takeaway.com’s accounting policies

The following are the critical accounting judgements that have the most significant effect on the amounts recognised in the consolidated financial statements:

Principal versus agent revenue recognition

Judgement is required in evaluating whether we are the principal or an agent in transactions with our customers. The evaluation is based on whether Just Eat Takeaway.com controls the goods or services provided to the customer and therefore is the principal in the transaction and presents revenue on a gross basis, or arranges for other parties to provide the service to the customer and therefore is an agent in the transaction and presents revenue on a net basis.

The Management Board has determined that, for order facilitation services, Just Eat Takeaway.com is an agent as consumers use the Just Eat Takeaway.com platforms to choose a Partner’s distinct offerings and place an order for them, with fulfilment of the food order always remaining the responsibility and within the control of the Partner. Just Eat Takeaway.com does not pre-purchase or otherwise obtain control of the Partner’s goods or services prior to their transfer to the consumer.

In addition to order facilitation services, Just Eat Takeaway.com includes the option of delivery services in contracting with Partners. If Just Eat Takeaway.com contracts with a Partner for Just Eat Takeaway.com to provide delivery services, the Management Board has determined that the delivery service is controlled by Just Eat Takeaway.com because (i) Just Eat Takeaway.com has the responsibility for performing the delivery service, including but not limited to, identifying and directing the couriers to perform the delivery services, thereby controlling the service before it is transferred to the consumer; (ii) Just Eat Takeaway.com remains at all times primarily responsible to its customers for delivering the food to the consumer; and (iii) Just Eat Takeaway.com has sole discretion in setting the transaction price for the delivery services (as well as the other key terms) and the sole ability to decline services for delivery.

The majority of Just Eat Takeaway.com’s revenue is recognised when the transaction is completed, i.e. when the order is delivered to the consumer and it is probable that Just Eat Takeaway.com will collect the related consideration, that being on delivery of food to a consumer. Just Eat Takeaway.com typically receives the fees within a short period of time following completion of the transaction. Order facilitation commission revenue is recorded on a net basis as Just Eat Takeaway.com has concluded that it is acting as an agent. Fees and commissions for delivery services are recognised in revenue, with the cost incurred in providing the delivery services and processing transactions included in order fulfilment costs, as Just Eat Takeaway.com has concluded that it is acting as the principal where Just Eat Takeaway.com controls the delivery service.

Taxation

As a result of the geographical spread of our operations and the varied, increasingly complex nature of local and global tax law, there are some transactions for which the ultimate tax determination is uncertain during the ordinary course of business. Resolving tax issues can take several years and is not always within our control.

For each Just Eat Takeaway.com entity, the current income tax expense is calculated and (material) differences between the accounting and tax base are determined, resulting in deferred tax assets or liabilities. These calculations may deviate from the final tax assessments, which will be received in future periods.

In determining the amount of current and deferred tax, the impact of uncertain tax positions and whether additional taxes and interest may be due are taken into account. Just Eat Takeaway.com believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that the relevant tax authority will not accept the tax treatment under tax law. The provisions are measured at the best estimate of the amount expected to become payable. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognised in the period in which the change occurs. This requires the application of judgement as to the ultimate outcome, which can change over time depending on facts and circumstances. Judgements mainly relate to transfer pricing, including inter-company financing, expenditure deductible for tax purposes and restructuring of the assets in order to align the tax and legal structure with the business model of Just Eat Takeaway.com.

A deferred tax asset is recognised to the extent that it is probable that sufficient and suitable future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. Relevant tax law is considered to determine the availability of the losses to offset against the taxable profits in the future. Recognition of deferred tax assets therefore involves judgement regarding the future financial performance of the entities for which the deferred tax asset has been recognised and is therefore inherently uncertain. See Note 9 for details of the deferred tax asset arising from tax losses recognised.

Liabilities in respect of uncertain tax positions, if these would occur, are measured based on interpretation of country-specific tax law and assigning probabilities to the possible likely outcomes and range of taxes payable in order to ascertain a weighted average probable liability. In-house tax experts, external tax experts and previous experience are used to help assess the tax risks when determining and recognising such liabilities. See Note 9 for details of the uncertain tax positions.

Key sources of estimation uncertainty
Key sources of estimation uncertainty

The following are the key sources of estimation uncertainty that have the most significant effect on the amounts recognised in financial statements:

Valuation of goodwill and intangible assets

Business combinations entered into during the period require an estimation of the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed. The key sources of estimation uncertainty are related to the initial valuation of goodwill and intangible assets. This requires an estimation of the future cash flows expected to arise from the acquisition and a suitable discount rate in order to calculate present value. The assumptions included to derive these discounted cash flows include order growth rates and the weighted average cost of capital ("WACC"). In addition, the valuation of individual intangible assets is dependent on estimates regarding royalty rates (Technology platforms and Brand names) and attrition rates (Consumer lists and Restaurant databases).

Refer to Note 11 for more information on business combinations.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires the Management Board to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, an impairment loss may arise.

The key sources of estimation uncertainty in the assessment of goodwill impairment are the assumptions around the forecast period, revenue growth rates, long-run Adjusted EBITDA margin, and the WACC. Should the actual performance be worse than assumptions made relating to the forecast period, revenue growth and long-run Adjusted EBITDA margin, or if future outlook changes over time, there is a significant risk of a material adjustment to goodwill within the next 12 months. Changes in the competitive or regulatory environment or changes in technology could result in significant changes to revenue growth and the long-run Adjusted EBITDA margin. For example, a new competitor may enter a market, commission (fee caps), labour or other relevant regulations may change. Such risks are actively monitored and factored into future cash flow estimates when known or anticipated.

Refer to Note 12 for more information on the carrying amounts and impairment analyses performed.

Impairment of intangible assets other than goodwill

Intangible assets other than goodwill are impaired if the carrying value exceeds the recoverable amount (i.e. the higher of fair value less costs of disposal and value in use). An impairment test is carried out on the intangible asset or CGU where there is an indication of impairment during the year. In such cases, the Management Board determines the value in use by estimating the future cash flows expected to arise from the asset or CGU and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

Refer to Note 13 for more information on the nature of these intangible assets, the carrying amounts and impairment analyses performed.

Useful lives of other intangible assets

The useful lives of intangible assets other than goodwill are determined based on best practice within Just Eat Takeaway.com and are in line with common market practice. Just Eat Takeaway.com reviews the remaining useful lives of its other intangible assets annually.

The uncertainty included in this estimate is that the useful lives are estimated longer or shorter than the actual useful lives of the intangible assets, which could possibly result in changes in amortisation in future years and/or impairments at the end of the actual useful lives of the related intangible assets.

Provisions and contingencies

In determining the likelihood and timing of potential cash outflows, Just Eat Takeaway.com needs to make estimates. For claims and litigation, the assessment is based on internal and external legal assistance and established precedents. For contingencies, Just Eat Takeaway.com is required to exercise significant judgement to determine whether the risk of loss is possible but not probable. Contingencies involve inherent uncertainties including, but not limited to, court rulings and negotiations between affected parties.

Refer to Note 23 and Note 30 for more information on provisions and contingencies.

v3.22.0.1

Revenue (Tables)
12 Months Ended

Dec. 31, 2021

Revenue

Schedule of revenue, disaggregated based on the source of cash flow (restaurant or consumer) and type of fee
Revenue, disaggregated according to whether it is order-driven or ancillary in nature, is as follows:

€ millions

2021

2020

2019

Order-driven revenue

4,314

1,975

410

Ancillary revenue

181

67

6

Revenue

4,495

2,042

416

v3.22.0.1

Order fulfilment cost (Tables)
12 Months Ended

Dec. 31, 2021

Order fulfilment cost

Schedule of order fulfilment cost

€ millions

2021

2020

2019

Courier costs

2,517

727

70

Order processing costs

406

193

41

Order fulfilment costs

2,923

920

111

v3.22.0.1

Staff costs (Tables)
12 Months Ended

Dec. 31, 2021

Staff costs

Schedule of employee benefit expenses

€ millions

2021

2020

2019

Wages and salaries

655

313

83

Social security charges

85

43

13

Pension premium contributions

33

13

2

Share-based payments

81

23

3

Temporary staff expenses

36

25

11

Staff costs

890

417

112

v3.22.0.1

Share-based payments (Tables)
12 Months Ended

Dec. 31, 2021

LTIPs

Share-based payments

Schedule of share options granted

31 December 2021

31 December 2020

31 December 2019

Number of share options

Weighted-average exercise price (in €)

Number of share options

Weighted-average exercise price (in €)

Number of share options

Weighted-average exercise price (in €)

Outstanding as at the beginning of the period

89,559

40.10

80,023

46.25

83,905

47.38

Granted during the period

19,075

-

14,233

-

-

-

Forfeited during the period

-

-

-

-

(3,882
)
23.37

Exercised during the period

(5,780
)
23.37

(4,697
)
23.37

-

-

Expired during the period

-

-

-

-

-

-

Outstanding as at the end of the period

102,854

33.60

89,559

40.10

80,023

46.25

Exercisable as at the end of the period

69,546

44,003

15,535

Schedule of inputs to the model for the share options

LTIP 2021-2024

LTIP 2020-2023

Exercise price

nil

nil

Expected volatility

40.51

%

38.81

%

Expected dividend yield

0.00

%

0.00

%

Risk-free rate

-0.62

%

-0.72

%

Vesting period

3 years

3 years

Share price at valuation date

€

45.88

€

92.40

Average share price prior to performance period

€

93.53

€

77.84

ELTIP

Share-based payments

Schedule of shares granted under the plan

31 December 2021

Number of
shares

Weighted-average
grant-date fair value (in €)

Outstanding at the beginning of the period

-

-

Granted during the period

1,005,093

65.99

Forfeited during the period

(49,627
)

72.09

Vested during the period

(14,785
)

73.80

Expired during the period

-

-

Outstanding at the end of the period

940,681

65.55

ESTI

Share-based payments

Schedule of shares granted under the plan

31 December 2021

Number of
shares

Weighted-average
grant-date fair value (in €)

Outstanding at the beginning of the period

-

-

Granted during the period

544,424

51.40

Forfeited during the period

(11,403)

51.40

Vested during the period

-

-

Expired during the period

-

-

Outstanding at the end of the period

533,021

51.40

ESOP

Share-based payments

Schedule of shares and share options granted under the plan

31 December 2021

31 December 2020
31 December 2019

Number of
share options

Weighted-
average
exercise price
(in €)

Number of
shares

Weighted-average
grant-date
fair value
(in €)

Number of
share options
Weighted-
average
exercise price
(in €)
Number of
shares
Weighted-average
grant-date
fair value
(in €)
Number of
share options
Weighted-
average
exercise price
(in €)

Number of
shares
Weighted-average
grant-date
fair value
(in €)

Outstanding at the beginning of the period

87,185

39.14

130,231

72.96

118,434
34.46
102,956
44.20
126,102
25.46
153,897
25.71

Granted during the period

-

-

-

-

5,691
80.17
80,572
80.79
30,084
60.96
54,481
60.09

Forfeited during the period

(1,575
)
65.41

(3,496
)
68.63

(2,438 ) 63.23
(4,318 ) 62.00
(836 ) 54.62
(1,576 ) 54.62

Exercised/vested during the period

(2,851
)
51.45

(60,145
)
69.46

(34,502 ) 25.37
(48,979 ) 26.36
(36,916 ) 24.85
(103,846 ) 24.98

Expired during the period

-

-

-

-

-
-
-
-
-
-
-
-

Outstanding at the end of the period

82,759

39.37

66,589

76.34

87,185
39.14
130,231
72.96
118,434
34.46
102,956
44.20

Exercisable at the end of the period

69,545

55,580

50,758

Performance Share Plan (“PSP”) and Restricted Share Plan (“RSP”)

Share-based payments

Schedule of share options granted

PSP

RSP

31 December 2021

31 December 2020

31 December 2021

31 December 2020

Number of share options

Number of share options

Number of share options

Number of share options

Outstanding as at the beginning of the period¹

380,188

468,226

9,244

15,868

Granted during the period

-

-

-

-

Forfeited during the period

(72,186
)
(87,929
)
(720
)
(278
)

Exercised during the period

(30,469
)
(109
)
(862
)
(6,346
)

Expired during the period

-

-

-

-

Outstanding as at the end of the period

277,533

380,188

7,662

9,244

Exercisable as at the end of the period

21,189

13

-

-

Sharesave Plans and Deferred Share Bonus Plan (“DSBP”)

Share-based payments

Schedule of share options granted

Sharesave Plans

DSBP

31 December 2021

31 December 2021

31 December 2020

31 December 2020

31 December 2021

31 December 2020

Number of share options

Weighted-average
exercise price (in €)

Number of share options

Weighted-average
exercise price (in €)

Number of share options

Number of share options

Outstanding as at the beginning of the period¹

18,908

55.74

29,942

54.79

4,734

8,168

Granted during the period

-

-

-

-

-

-

Forfeited during the period

(4,016
)
59.23

(989
)
54.33

-

-

Exercised during the period

(4,738
)
55.32

(10,045
)
47.80

(3,156
)
(3,434
)

Expired during the period

-

-

-

-

-

-

Outstanding as at the end of the period

10,154

61.29

18,908

55.74

1,578

4,734

Exercisable as at the end of the period

10,841

2,471

-

1,578

Grubhub rollover plans

Share-based payments

Schedule of shares and share options granted under the plan

31 December 2021

Number of
share options

Weighted-average
exercise price (in €)

Number of
shares

Weighted-average
grant-date fair value (in €)

Outstanding at the beginning of the period^¹

1,647,504

55.63

2,447,654

77.54

Granted during the period

-

-

-

-

Forfeited during the period

(55,493
)
103.67

(356,913
)
77.54

Exercised/vested during the period

(87,426
)
43.98

(606,610
)
77.54

Expired during the period

-

-

-

-

Outstanding at the end of the period

1,504,585

54.57

1,484,131

77.54

Exercisable at the end of the period

1,457,828

¹The beginning of the period is 15 June 2021, the date at which Just Eat Takeaway.com N.V. obtained control of Grubhub. Refer to Note 11 Business combinations for more details

v3.22.0.1

Other operating expenses (Tables)
12 Months Ended

Dec. 31, 2021

Other operating expenses

Schedule of other operating expenses

€ millions

2021

2020

2019

Marketing expenses

684

369

143

Housing expenses

21

10

4

Professional fees

91

78

54

Other staff related costs

98

36

17

IT related expenses

93

33

7

Outsourced service costs
97

47

-

Other operating expenses

80

82

9

Total other operating expenses

1,164

655

234

v3.22.0.1

Finance income and expense (Tables)
12 Months Ended

Dec. 31, 2021

Finance income and expense

Schedule of finance income and expense

€ millions

2021

2020

2019

Other finance income

3

3

0

Net foreign exchange gain

20

-

-

Finance income

23

3

0

Interest on convertible bonds

(49
)

(19
)
(11 )

Interest on senior notes

(11
)

-

-

Interest on lease liabilities

(5
)

(2
)
(1 )

Other interest expense

(6
)

(5
)
(1 )

Other finance expense

(4
)

(4
)
(3 )

Finance expense

(75
)

(30
)
(16 )

v3.22.0.1

Income taxes (Tables)
12 Months Ended

Dec. 31, 2021

Income taxes

Schedule of income tax recognised directly in profit or loss

€ millions

2021

2020

2019

Current tax expenses

(38
)

(26
)

(14
)

Deferred tax benefits / (expenses)

46

21

(21
)

Total tax recognised directly in profit or loss

8

(5
)

(35
)

Schedule of reconciliation of effective income tax rate

€ millions 2021

%

2020

%

2019

%

Loss before income tax (1,037 )

(165 )

(86 )

Income tax benefit calculated at 25% Dutch income tax rate 259

25.0%

41

25.0%

21

25.0%

Change of unrecognised deferred tax assets (85 )
-8.2%

(19 )
-11.5%

(47 )
-54.2%

Adjustments for tax of prior periods 6

0.6%

2

1.2%

(2 )
-2.3%

Share based payments (24 )
-2.3%

-

0.0%

-

0.0%

Effect of non-deductible expenses (23 )
-2.2%

(28 )
-17.0%

(2 )
-2.1%

Effect of different tax rates of foreign subsidiaries (10 )

-1.0%

2

1.2%

(7 )
-7.7%

Impact of tax rate changes (93 )
-9.0%

-

0.0%

-

0.0%

Effect of share in results of associates and joint ventures (22 )
-2.1%

(4 )
-2.4%

-

0.0%

Other (0 )
0.0%

1

0.6%

1

1.1%

Income tax expense recognised in profit or loss 8

0.8%

(5 )
-2.9%

(35 )
-40.2%

Schedule of current tax assets and current tax liabilities

€ millions

2021

2020

Opening balance

(20
)

(35
)

Other movements

(6
)

(1
)

Current tax movement through equity

-

1

Additions from business combinations

17

10

Movements through goodwill
-

(1 )

Income tax (refunded) or paid

53

33

Income tax (expense)/ benefit

(38
)

(26
)

Foreign exchange movements

2

(1
)

Balance as at the end of the reporting period

8

(20
)

Schedule of net deferred tax position

€ millions

2021

2020

Deferred tax assets - gross

475

96

Offsetting

(473
)

(96
)

Deferred tax assets - net

2

-

Deferred tax liabilities - gross

(1,383
)

(642
)

Offsetting

473

96

Deferred tax liabilities - net

(910
)

(546
)

Net deferred tax asset / (liability)

(908
)

(546
)

Schedule of reconciliation of deferred tax assets and deferred tax liabilities

€ millions Other intangibles

Tax losses
and credits

Leases

Share based payments

Provisions

Other

Total

Opening balance as at 1 January 2020 8

13

7

0

28

Additions from business combinations -

36

11

-

2

10

59

Movement through consolidated statement of profit or loss -

(9 )
-

2

1

-

(6 )

Movement through goodwill 2

-

-

-

-

-

2

Other movements through equity -

13

-

-

-

13

Balance as at 31 December 2020 10

53

18

2

3

10

96

Additions from business combinations -

122

29

31

6

10

198

Movement through consolidated statement of profit or loss (0 )
104

45

(13 )
0

9

145

Other movements through equity -

9

-

(0 )
-

11

20

Other Movements -

2

-

-

-

-

2

Reclassifications (10 )
-

-

-

-

2

(8)

Foreign exchange movements 0

15

3

2

1

1

22

Balance as at 31 December 2021 -

305

95

22

10

43

475

€ millions Intangibles

Convertible bonds

Leases

Property and equipment

Other

Total

Opening balance as at 1 January 2020 58

5

7

-

(1 )
69

Additions from business combinations 588

-

11

3

2

604

Movement through consolidated statement of profit or loss (24 )
(3 )
(2 )
2

-

(27 )

Movement through goodwill (1 )
-

-

-

-

(1 )

Other movements through equity -

13

-

-

-

13

Foreign exchange movements (15 )
-

-

(1 )

(16 )

Balance as at 31 December 2020 606

15

16

4

1

642

Additions from business combinations 503

-

28

8

1

540

Movement through Consolidated statement of profit or loss 60

(8 )
43

-

4

99

Other movements through equity -

35

-

-

-

35

Reclassifications (10 )
-

-

-

2

(8 )

Foreign exchange movements 72

-

3

-

-

75

Balance as at 31 December 2021 1,231

42

90

12

8

1,383

Schedule of expiry period of unrecognised tax losses

€ millions

2021

2020

Within 1 year

3

                            -

In the next 2 to 10 years

10

  180

Over 10 years

2

                            -

Unlimited

515

52

Total

530

232

v3.22.0.1

Operating segments (Tables)
12 Months Ended

Dec. 31, 2021

Operating segments

Schedule of revenue and results by reportable segment and country of domicile

€ millions

North America

Northern Eurpore

UK & Ireland

Southern Europe & ANZ

Head office

Consolidated

2021

Revenue

1,634

1,064

1,249

548

-

4,495

Adjusted EBITDA

(11
)

256

(107 )

(262
)

(207
)

(331
)

Share-based payments

(81
)

Finance income

23

Finance expense

(75
)

Share of results of associates and joint ventures

(62
)

Other gains and losses

2

Depreciation, amortisation and impairment

(443
)

Acquisition related costs

(1
)

Integration related costs

(35
)

Other items

(34 )

Loss before income tax

(1,037
)

€ millions

North America

Northern Europe

UK & Ireland

Southern Europe & ANZ

Head office

Consolidated

2020

Revenue

404

723

611

303

-

2042

Adjusted EBITDA

42

216

160

(80
)

(141
)

198

Share-based payments

(23
)

Finance income

3

Finance expense

(30
)

Share of results of associates and joint ventures

(16
)

Other gains and losses

2

Depreciation, amortisation and impairment

(174
)

Acquisition related costs

(67
)

Integration related costs

(35
)

Other items

(23 )

Loss before income tax

(165
)

€ millions

North America

Northern Europe

UK & Ireland

Southern Europe & ANZ

Head office

Consolidated

2019

Revenue

-

392

-

24

-

416

Adjusted EBITDA

-

72

-

(13
)

(47
)

12

Share-based payments

(3
)

Finance income

(0
)

Finance expense

(16
)

Share of result associates and joint ventures

-

Other gains and losses

6

Depreciation, amortisation and impairment

(35
)

Acquisition related costs

(40
)

Integration related costs

(10
)

Other items

-

Loss before income tax

(86
)

Schedule of non-current assets by the Company’s country of domicile

€ millions

2021

2020

United States

5,925

-

United Kingdom

4,372

4,170

Germany

1,231

1,260

Canada

1,129

1,069

Netherlands

17

18

Brazil (associate)

1,517

1,575

Rest of the World

1,698

1,432

Total non-current assets¹

15,889

9,524

v3.22.0.1

Business combinations (Tables)
12 Months Ended

Dec. 31, 2021

Grubhub Acquisition

Business combinations

Schedule of assets and liabilities acquired for business combination

€ millions

15 June 2021

Ordinary shares issued (62.8 million) 4,640

Replacement awards 140

Consideration transferred

4,780

Other intangible assets

2,230

Property and equipment

76

Right-of-use assets

101

Deferred tax assets

198

Other non-current assets

8

Trade and other receivables

141

Other current assets

66

Current tax asset

19

Inventories

2

Cash and cash equivalents

175

Borrowings

(447
)

Deferred tax liability

(534
)

Lease liability

(102
)

Provisions (32 )

Trade and other liabilities

(311
)

Current tax liability

(1
)

Total fair value of net identifiable assets and liabilities

1,589

Non-controlling interests

-

Goodwill recognised

3,191

Just Eat Acquisition

Business combinations

Schedule of assets and liabilities acquired for business combination

€ millions

15 April 2020

Consideration transferred

7,430

Other intangible assets

3,041

Property and equipment

18

Investments in associates and joint ventures

1,730

Right-of-use assets

64

Deferred tax assets

59

Other non-current assets

1

Trade and other receivables

80

Current tax asset

16

Inventories

4

Cash and cash equivalents

113

Borrowings

(348
)

Deferred tax liability

(604
)

Other non-current liabilities

(3
)

Lease liability

(64
)

Trade and other liabilities

(280
)

Current tax liability

(6
)

Total fair value of net identifiable assets

3,821

Non-controlling interest

(5
)

Goodwill recognised

3,614

Delivery Hero Acquisition

Business combinations

Schedule of assets and liabilities acquired for business combination

€ millions

Total 2019

Consideration paid in cash

  552

Ordinary shares issued (9.5 million)

  652

Total consideration

  1,204

Other intangible assets

281

Non-current assets

2

Trade and other receivables

7

Trade and other liabilities

(55
)

Current tax liability

(22
)

Deferred tax liability

(24
)

Cash and cash equivalents

62

Total fair value of net identifiable assets

251

Goodwill recognised

953

v3.22.0.1

Goodwill (Tables)
12 Months Ended

Dec. 31, 2021

Goodwill

Schedule of reconciliation of changes in goodwill

€ millions

2021

2020

Opening balance

4,614

1,102

Additions from business combinations

3,217

3,614

Impairment
(18 )
-

Foreign exchange and other movements

470

(102
)

Balance as at the end of the period

8,283

4,614

Schedule of allocation of goodwill to CGUs

€ millions

31 December 2021

31 December 2020

CGU United States

3,410

-

CGU United Kingdom

2,300

2,137

CGU Germany¹

996

996

CGU Canada

890

820

Other (units carrying a non-significant goodwill balance)

687

661

Balance as at the end of the period

8,283

4,614

¹The goodwill as at 31 December 2020 for CGU Germany decreased by €3 million. In 2020, this amount contained goodwill related to CGU Poland which is now included in Other.

Schedule of key assumptions and sensitivity analysis relating to CGUs

2021

United States United Kingdom
Germany

Canada

Forecast period

10 years 7 years
5 years

7 years

Average revenue growth per annum in the fist five years of planning period (CAGR)
10.2% 15.4% 18.1% 18.3%

Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)
6.3% 5.1% 0.2% 4.0%

Long-run Adjusted EBITDA margin
27.0% 23.6% 30.0% 15.4%

Percentage growth rate (%)
2.0% 1.4% 0.2% 1.5%

Pre-tax WACC (%)

10.3% 9.6%
9.5%

10.0%

2020

United Kingdom
Germany

Canada

Forecast period

7 years 5 years 7 years

Average revenue growth per annum in the fist five years of planning period (CAGR)
16.3% 20.3% 17.6%

Average revenue growth per annum in the years subsequent to the first five years of planning period (CAGR)
3.5% 0.0% 3.8%

Long-run Adjusted EBITDA margin
33.6% 33.9% 14.3%

Percentage growth rate (%)
0.8% 0.0% 1.4%

Pre-tax WACC (%)

9.8%
10.3%
10.8%

v3.22.0.1

Other intangible assets (Tables)
12 Months Ended

Dec. 31, 2021

Other intangible assets

Schedule of other intangible assets

€ millions

Brand
names

Consumer
lists

Restaurant
databases

Technology
platforms

Development
costs

Other

Total

Cost

Balance as at 1 January 2020

27

340

32

10

-

9

418

Additions

-

-

-

-

13

3

16

Additions from business combinations

499

2,243

101

189

(0
)

9

3,041

Foreign exchange and other movements

(13
)

(61
)

(1
)

(5
)

0

(1
)

(81
)

Balance as at 31 December 2020

513

2,522

132

194

13

20

3,394

Additions

-

-

-

-

39

23

62

Additions from business combinations

455

1,264

318

223

-

-

2,260

Disposals -

-

-

-

(1 )
-

(1 )

Foreign exchange and other movements

62

228

27

31

2

0

350

Balance as at 31 December 2021

1,030

4,014

477

448

53

43

6,065

Accumulated amortisation and impairment

Balance as at 1 January 2020

(4
)

(31
)

(3
)

(1
)

-

(6
)

(45
)

Amortisation expense

(19
)

(75
)

(13
)

(30
)

(1
)

(6
)

(144
)

Foreign exchange and other movements

(1
)

2

(2
)

2

0

1

2

Balance as at 31 December 2020

(24
)

(104
)

(18
)

(29
)

(1
)

(11
)

(187
)

Amortisation expense

(45
)

(129
)

(40
)

(70
)

(8
)

(6
)

(298
)

Impairment expense (11 )
(18 )
(7 )
-

-

0

(36 )

Foreign exchange and other movements

(3
)

(5
)

(1
)

(6
)

1

1

(13
)

Balance as at 31 December 2021

(83
)

(256
)

(66
)

(105
)

(8
)

(16
)

(534
)

Balance as at 31 December 2020

489

2,418

114

165

12

9

3,207

Balance as at 31 December 2021

947

3,758

411

343

45

27

5,531

v3.22.0.1

Property and equipment (Tables)
12 Months Ended

Dec. 31, 2021

Property and equipment

Schedule of property and equipment

v3.22.0.1

Investments in associates and joint ventures (Tables)
12 Months Ended

Dec. 31, 2021

Investments in associates and joint ventures

Schedule of investments in associates

€ millions

2021

2020

Balance as at 1 January

1,575

-

Additions from business combinations

-

1,730

Capital contributions

83

55

Direct equity movements from associate
(79 )
-

Share of results of associates and joint ventures

(62
)

(16
)

Foreign exchange and other movements

0

(194
)

Balance as at 31 December

1,517

1,575

Schedule of financial information of associates

€ millions

2021

2020

Current assets

338

232

Non-current assets

89

49

Current liabilities

(388
)

(148
)

Non-current liabilities

(60
)

(7
)

Net assets of associate

(21
)

126

Just Eat Takeaway.com’s share of net assets

(7
)

42

Goodwill

1,524

1,533

Carrying amount of Just Eat Takeaway.com’s interest in the associate

1,517

1,575

Revenue for the period

771

433

Total result and comprehensive loss for the period

(185
)

(16
)

Just Eat Takeaway.com’s share of results and total comprehensive loss for the period

(62
)

(5
)

Dividends received by Just Eat Takeaway.com

-

-

v3.22.0.1

Trade and other receivables (Tables)
12 Months Ended

Dec. 31, 2021

Trade and other receivables

Schedule of trade and other receivables

€ millions

2021

2020

Trade receivables online payment service providers

181

115

Trade receivables corporate accounts

74

31

Trade receivables Partners

6

5

Other trade receivables

0

2

Other receivables

37

9

Closing balance

298

162

Schedule of reconciliation of trade receivables

€ millions

Online payment service providers

Corporate
accounts

Partners

Other trade receivables

Trade receivables

115

32

10

2

Loss allowance trade receivables

-

(1
)

(5
)

-

Balance as at 31 December 2020

115

31

5

2

Trade receivables

181

76

15

0

Loss allowance trade receivables

-

(2
)

(9
)

(0
)

Balance as at 31 December 2021

181

74

6

0

Schedule of risk profile of trade receivables based on provision matrix

Category

ECL rate

Not overdue

5%

31-60 days

5%

61-90 days

15%

91-180 days

30%

181-365 days

70%

over 365 days

100%

v3.22.0.1

Other current assets (Tables)
12 Months Ended

Dec. 31, 2021

Other current assets

Schedule of other current assets

€ millions

2021

2020

Prepaid expenses

111

64

Deposits

4

7

Other

44

29

Closing balance

159

100

v3.22.0.1

Inventories (Tables)
12 Months Ended

Dec. 31, 2021

Inventories

Schedule of inventories

€ millions

2021

2020

Ordering devices

9

5

Merchandise

24

9

Closing balance

33

14

v3.22.0.1

Cash and cash equivalents (Tables)
3 Months Ended

Dec. 31, 2021

Cash and cash equivalents

Schedule of cash and cash equivalents including restricted cash

€ millions

2021

2020

Cash and cash equivalents

1,066

488

Restricted cash

254

41

Closing balance

1,320

529

v3.22.0.1

Equity (Tables)
12 Months Ended

Dec. 31, 2021

Equity

Schedule of share capital

2021

2020

2019

Opening balance

148,758,803

61,206,450

  43,218,234

Issued during the year:

Issuances in connection with acquisitions

62,798,005

82,845,346

9,500,000

Capital raise in form of accelerated bookbuilding

-

4,600,000

8,350,000

Issuances upon vesting or exercise under share (option) plans

  375,958

107,007

138,216

Closing balance

  211,932,766

  148,758,803

61,206,450

v3.22.0.1

Basic and diluted loss per share (Tables)
12 Months Ended

Dec. 31, 2021

Basic and diluted loss per share

Schedule of numbers of weighted-average shares

2021

2020

2019

For the purpose of basic loss per share

183,828,591

140,419,945

58,008,856

For the purpose of diluted loss per share

183,828,591

140,419,945

58,008,856

Schedule of profit (loss) used in calculation of basic and diluted loss per share

€ millions

2021

2020

2019

Loss attributable to the owners of the Company

(1,016
)
(170
)
(121
)

v3.22.0.1

Borrowings (Tables)
12 Months Ended

Dec. 31, 2021

Borrowings

Schedule of borrowings

€ millions

2021

2020

2019 convertible bonds (2,500 notes at €100,000 par value)

234

229

2020 convertible bonds (3,000 notes at €100,000 par value)

255

245

2021 convertible bonds "A" (6,000 notes at €100,000 par value)

544

-

2021 convertible bonds "B" (5,000 notes at €100,000 par value)

431

-

Senior notes

440

-

Bank loan 300

-

Borrowings - non-current

2,204

474

2019 convertible bonds (2,500 notes at €100,000 par value)

6

6

2020 convertible bonds (3,000 notes at €100,000 par value)

4

3

2021 convertible bonds "B" (5,000 notes at €100,000 par value)

3

-

Senior notes

24

-

Borrowings - current

37

9

Borrowings - total

2,241

483

Schedule of convertible bonds

€ millions

2021

2020

Opening balance

483

229

Proceeds from issue of 2020 convertible bond

-

300

Proceeds from issue of 2021 convertible bond "A"

609

-

Proceeds from issue of 2021 convertible bond "B"

500

-

Proceeds from loan 300

-

Transaction costs

(15
)

(6
)

Net proceeds

1,394

294

Additions from business combinations (Senior notes)

447

-

Amount classified as equity (net of transaction costs)

(139
)

(51
)

Accrued interest

60

19

Interest paid

(35
)

(8
)

Foreign exchange movements

31

-

Closing balance

2,241

483

v3.22.0.1

Provisions (Tables)
12 Months Ended

Dec. 31, 2021

Provisions

Schedule of reconciliation of changes in current provisions

€ millions

Provisions

Balance as at 1 January 2020

-

Additions from business combinations

-

Balance as at 31 December 2020

-

Additions 55

Usage / releases (2 )

Additions from business combinations

32

Foreign exchange and other movements

5

Balance as at 31 December 2021

90

Non-Current Provisions 27

Current Provisions 63

Balance as at 31 December 2021
90

v3.22.0.1

Trade and other liabilities (Tables)
12 Months Ended

Dec. 31, 2021

Trade and other liabilities

Schedule of trade and other liabilities

€ millions

2021

2020

Trade payables

484

286

Trade payables

45

47

Amounts due to Partners

439

239

Other liabilities

598

427

Accrued Staff Expenses

76

81

VAT, wage and withholding taxes, social security charges and pension premiums

115

77

Other liabilities

407

269

Closing balance

1,082

713

v3.22.0.1

Financial instruments (Tables)
12 Months Ended

Dec. 31, 2021

Financial instruments

Schedule of capital management

€ millions

2021

2020

Short-term borrowings

37

9

Long-term borrowings

2,204

474

Lease liabilities

375

87

Cash and cash equivalents

(1,320
)

(529
)

excl. restricted cash

254

41

Net debt

1,550

82

Equity

13,050

8,481

Schedule of foreign currency assets and liabilities
The carrying amounts of Just Eat Takeaway.com’s main foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

€ millions

31 December 2021 Assets

31 December 2021 Liabilities

31 December 2020 Assets

31 December 2020 Liabilities

EUR

49

15

52

56

CAD

4

75

36

15

GBP

74

87

26

44

USD

309

34

13

6

DKK

68

13

1

26

Schedule of maturity analysis for financial liabilities and net investment in lease asset

€ millions

Less than

one year

Between one

and five years

More than

five years

31 December 2021

Lease liability

59

201

137

Convertible bonds & Senior Notes

37

431

1,558

Bank Loan -

300

-

Revolving credit facility

-

-

-

Trade and other liabilities

1,082

-

-

Total monetary liabilities

1,178

932

1,695

31 December 2020

Lease liability

22

49

21

Convertible bond

9

581

-

Revolving credit facility

-

-

-

Trade and other liabilities

713

-

-

Total monetary liabilities

744

630

21

v3.22.0.1

Leases (Tables)
12 Months Ended

Dec. 31, 2021

Leases

Schedule of right-of-use assets

Right-of-use asset

€ millions

Real estate

Vehicles

Total

Cost

Balance at 1 January 2020

30

2

32

Additions

12

2

14

Additions from business combinations

62

2

64

Disposals

(1
)

(0
)

(1
)

Foreign exchange and other movements

(4
)

(0
)

(4
)

As at 31 December 2020

99

6

105

Additions

218

3

221

Additions from business combinations

101

-

101

Disposals

(14
)

(2
)

(16
)

Foreign exchange and other movements

5

1

6

As at 31 December 2021

409

8

417

Accumulated depreciation

Balance at 1 January 2020

(7
)

(1
)

(8
)

Depreciation

(18
)

(2
)

(20
)

As at 31 December 2020

(25
)

(3
)

(28
)

Depreciation

(45
)

(2
)

(47
)

Disposals 9

1

10

Foreign exchange and other movements 2

(0 )
2

As at 31 December 2021

(59
)

(4
)

(63
)

Balance as at 31 December 2020

74

3

77

Balance as at 31 December 2021

350

4

354

Schedule of lease liability

€ millions

2021

2020

As at 1 January

87

27

Additions

217

12

Additions from business combinations

102

64

Disposals

(6
)

(4
)

Interest expense

5

2

Lease payments

(42
)

(12
)

Foreign exchange and other movements

12

(2
)

As at 31 December

375

87

Schedule of income and expenses

€ millions

2021

2020

2019

Depreciation expense on RoU Assets (47 )
(20 )
(8 )

Interest expense on lease liabilities (5 )
(2 )
(1 )

Expense relating to short-term leases

(5
)

(0
)
(0 )

Expense relating to low value leases

(1
)

(6
)
(3 )

Total

(58
)

(28
)
(12 )

v3.22.0.1

Cash flow statement supplementary information (Tables)
12 Months Ended

Dec. 31, 2021

Cash flow statement supplementary information

Schedule of reconciliation of cash flow statement supplementary information

1 January
2021

Financing cash flows

Non-cash movements

Operating
cash flows

31 December
2021

€ millions

Proceeds

Transaction
costs

Repayments

Equity
component of
convertible
bond

Additions
of leases

Arising on
acquisitions

Interest
expense

Other
changes

Interest
repayment

Convertible bonds 483

1,109

(15 )
-

(139 )
-

-

48

-

(11 )
1,475

Lease liability 87

-

-

(42 )
-

217

102

5

6

-

375

Senior notes -

-

-

-

-

-

447

12

31

(24 )
466

Bank Loan -

300

-

-

-

-

-

-

-

-

300

Total 570

2,616

1 January
2020

Financing cash flows

Non-cash movements

Operating
cash flows

31 December
2020

€ millions

Proceeds

Transaction
costs

Repayments

Equity
component of
convertible
bond

Additions
of leases

Arising on
acquisitions

Interest
expense

Other
changes

Interest
repayment

Convertible bonds 229

300

(6 )
-

(51 )
-

-

19

-

(8 )
483

Lease liability 27

-

-

(12 )
-

12

64

2

(6 )
-

87

Revolving credit facility 15

134

-

(493 )
-

-

344

-

-

-

-

Total
271

570

1 January
2019

Financing cash flows

Non-cash movements

Operating
cash flows

31 December
2019

€ millions

Proceeds

Transaction
costs

Repayments

Equity
component of
convertible
bond

Additions
of leases

Arising on
acquisitions

Interest
expense

Other
changes

Interest
repayment

Convertible bonds -

250

(6 )
-

(23 )
-

-

11

-

(3 )
229

Lease liability 15

-

-

(8 )
-

9

9

1

1

-

27

Revolving credit facility -

15

-

-

-

-

-

-

-

-

15

Bridge facility 150

-

-

(150 )
-

-

-

-

-

-

-

Total 165

271

v3.22.0.1

Related party transactions (Tables)
12 Months Ended

Dec. 31, 2021

Related party transactions

Schedule of total remuneration of Management Board

The total remuneration of the Management Board is as follows:

€’000

J. Groen
(CEO)

B. Wissink
(CFO)

J. Gerbig
(COO)

2021

Short-term benefits

697

658

659

2,014

Post-employment benefits

50

50

50

150

Share-based payments
435

404

397

1,236

Total

1,182

1,112

1,106

3,400

€’000

J. Groen
(CEO)

B. Wissink
(CFO)

J. Gerbig
(COO)

2020

Short-term benefits

984

926

905

2,815

Post-employment benefits

50

50

50

150

Share-based payments

310

278

265

853

Total

1,344

1,254

1,220

3,818

€’000

J. Groen
(CEO)

B. Wissink
(CFO)

J. Gerbig
(COO)

2019

Short-term benefits

479

438

404

1,321

Post-employment benefits

50

50

46

146

Share-based payments

191

176

172

539

Total

720

664

622

2,006

Schedule of total remuneration of Supervisory Board
The total remuneration of the Supervisory Board is as follows:

€’000

2021

2020

2019

Adriaan Nühn (Chair)

135

115

65

Corinne Vigreux

98

80

50

Ron Teerlink

87

75

50

Gwyn Burr

98

68

-

Jambu Palaniappan

77

53

-

Johannes Reck

-

7

38

Lloyd Frink

45

-

-

David Fisher

60

-

-

Total

600

398

203

v3.22.0.1

Off-balance sheet commitments (Tables)
12 Months Ended

Dec. 31, 2021

Off-balance sheet commitments

Schedule of low value and short-term leases

€ millions

2021

2020

Not later than one year

20

2

Between one and five years

21

14

More than five years

-

-

Closing balance

41

16

v3.22.0.1

List of subsidiaries, joint ventures and associates (Tables)
12 Months Ended

Dec. 31, 2021

List of subsidiaries, joint ventures and associates

Schedule of list of subsidiaries, joint ventures and associates

Company name

Country of
incorporation

Nature of business

% holding

Subsidiary undertakings

Takeaway.com Group B.V.

Amsterdam, Netherlands

Holding

100%

Takeaway.com Central Core B.V.

Amsterdam, Netherlands

Operating

100%

Hello Hungry EAD

Sofia, Bulgaria

Holding

100%

HH Delivery BG EOOD

Sofia, Bulgaria

Operating

100%

BG Menu EOOD

Sofia, Bulgaria

Operating

100%

HelloHungry Delivery S.R.L.

Bucharest, Romania

Operating

100%

HelloHungry S.A.

Bucharest, Romania

Operating

100%

Takeaway.com European Operations B.V.

Amsterdam, Netherlands

Operating

100%

Takeaway.com European Operations BV Austrian Branch

Amsterdam, Netherlands

Branch

100%

Takeaway.com European Operations BV Belgium Branch

Amsterdam, Netherlands

Branch

100%

Takeaway.com European Operations BV Swiss Branch

Amsterdam, Netherlands

Branch

100%

Takeaway.com European Operations BV Portuguese Branch

Amsterdam, Netherlands

Branch

100%

Foodarena AG

Zurich, Switzerland

In liquidation

100%

sto2 sp. z o.o.

Wroclaw, Poland

Operating

100%

eat.ch GmbH

Zurich, Switzerland

Operating

100%

Takeaway.com Express Netherlands B.V.

Amsterdam, Netherlands

Operating

100%

Takeaway.com Express Italy S.r.l.

Milan, Italy

Operating

100%

Takeaway.com Express France SAS

Paris, France

Operating

100%

Takeaway.com Express Denmark ApS

Copenhagen, Denmark

Operating

100%

Takeaway.com Express UK Limited

London, United Kingdom

Operating

100%

Takeaway Express Spain S.L.

Madrid, Spain

Operating

100%

Takeaway.com Express Austria GmbH Vienna, Austria Operating 100%

Takeaway.com Express Belgium BV

Brussels, Belgium

Operating

100%

Takeaway.com Express Norway AS

Kristiansand, Norway

Operating

100%

Takeaway.com Express Poland Sp. z o.o.

Wroclaw, Poland

Operating

100%

Bistro.sk a.s. Bratislava, Slovakia Operating 100%

yd.yourdelivery GmbH

Berlin, Germany

Operating

100%

Takeaway Express GmbH

Berlin, Germany

Operating

100%

Biscuit Holdings Israel Ltd.

Tel Aviv, Israel

Holding

100%

10bis.co.il Ltd

Tel Aviv, Israel

Operating

100%

Scoober Tel Aviv Ltd

Tel Aviv, Israel

Operating

100%

Takeaway.com Payments B.V. Amsterdam, Netherlands Operating 100%

Just Eat Limited

London, United Kingdom

Holding

100%

Just Eat Holding Limited

London, United Kingdom

Operating

100%

Just Eat Northern Holdings Limited

London, United Kingdom

Holding

100%

Just Eat Denmark Holding ApS

Copenhagen, Denmark

Holding

100%

Just Eat Host A/S

Copenhagen, Denmark

Holding

100%

Just Eat.dk ApS

Copenhagen, Denmark

Operating

100%

Just Eat.co.uk Limited

London, United Kingdom

Operating

100%

Hungryhouse Holdings Limited

London, United Kingdom

Holding

100%

Hungryhouse GmbH

Berlin, Germany

In liquidation

100%

Flyt Limited

London, United Kingdom

Operating

100%

Flyt USA Inc

Wilmington, United States

Operating

100%

Simbambili Ltd

Tel Aviv, Israel

Operating

100%

Practi Technologies Ltd

London, United Kingdom

Operating

100%

Just Eat.no AS

Oslo, Norway

Operating

100%

City Pantry Ltd

London, United Kingdom

Operating

100%

FBA Invest SAS

Paris, France

Holding

80%

Eat On Line SAS

Paris, France

Operating

80%

Just-Eat Spain S.L.

Madrid, Spain

Operating

100%

Just-Eat Italy S.r.l.

Milan, Italy

Operating

100%

Just-Eat.lu SarL

Luxembourg, Luxembourg

Dormant

100%

Skipthedishes Restaurant Services Inc.

Otawa, Ontario, Canada

Operating

100%

Just-Eat Ireland Limited

Dublin, Ireland

Operating

100%

Just Eat Central Holdings Limited

London, United Kingdom

Holding

100%

Eatcity Limited

Dublin, Ireland

Holding

100%

Just Eat (Acquisitions) Holding Limited

London, United Kingdom

Holding

100%

Just Eat (Acquisitions) Pty Limited

Sydney, Australia

Holding

100%

Menulog Group Limited

Sydney, Australia

Operating

100%

Eat Now Services Pty Limited

Sydney, Australia

Dormant

100%

Menulog Pty Limited

Sydney, Australia

Operating

100%

Menulog Limited

Auckland, New Zealand

Operating

100%

Orange Vests B.V.

Amsterdam, Netherlands

Holding

100%

Grubhub Inc Wilmington, Delaware, United States Holding 100%

Grubhub Holdings Inc Wilmington, Delaware, United States Operating 100%

MealPort ELP, LLC Austin, Texas, United States Operating 100%

Seamless Europe, Ltd London, United Kingdom Operating 100%

Grubhub Canada Limited Vancouver, British Columbia, Canada Operating 100%

Slick City Media, Inc d/b/a Menu Pages Albany, New York, United States Operating 100%

LAbite.com, Inc Sacramento, California, United States Operating
100%

KMLee Investments Inc Wilmington, Delaware, United States Operating 100%

Thresher Logistics LLC Austin, Texas, United States Operating 100%

Bite Commissary LLC Austin, Texas, United States Operating 100%

SCVNGR, Inc. d/b/a LevelUp Wilmington, Delaware, United States Operating 100%

LevelUp (UK) Limited London, United Kingdom Operating 100%

LevelUp Consulting, LLC Wilmington, Delaware, United States Operating 100%

Grubhub Campus, Inc. Wilmington, Delaware, United States Operating 100%

Tapingo Ltd Tel Aviv, Israel Operating 100%

Joint Ventures

El Cocinero a Cuerda S.L.

Madrid, Spain

In liquidation

67%

Associates

IF-JE Holdings BV

Hoofddorp, Netherlands

Holding

33%

iFood Holdings BV

Amsterdam, Netherlands

Holding

33%

v3.22.0.1

Basis of preparation (Details - Textuals) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2019

Basis of preparation

Amount of reclassifications or changes in presentation € 47

v3.22.0.1

Basis of preparation (Details 1 - Textual)
12 Months Ended

Dec. 31, 2021

Item

Disclosure of initial application of standards or interpretations [line items]

Number of elements of control 3

Statement that lessee accounts for leases of low-value assets using recognition exemption It also applies the recognition exemption for leases for which the underlying asset is of low value (i.e. below €5,000).

Bottom of range [member]

Disclosure of initial application of standards or interpretations [line items]

Number of elements of control 1

v3.22.0.1

Revenue (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Revenue

Order-driven revenue € 4,314 € 1,975 € 410

Ancillary revenue 181 67 6

Revenue € 4,495 € 2,042 € 416

v3.22.0.1

Revenue (Details 1 - Textual)
€ in Millions
12 Months Ended

Dec. 31, 2021

EUR (€)

Item

Dec. 31, 2020

EUR (€)

Item

Dec. 31, 2019

EUR (€)

Item

Revenue

Number of partners contributed 10% or more to total revenue of reporting entity | Item 0

Number of Models Used for Promoted Placement Fees | Item 3

Consumer delivery fees € 0

Useful life measured as period of time, contract acquisition assets 4 years

Deferred contract acquisition costs € 20

Amortisation, deferred contract acquisition costs € 1

v3.22.0.1

Order fulfilment cost (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Order fulfilment cost

Courier costs € 2,517 € 727 € 70

Order processing costs 406 193 41

Order fulfilment costs € 2,923 € 920 € 111

v3.22.0.1

Order fulfilment cost (Details 2 - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Order fulfilment cost

Wages and salaries € 655 € 313 € 83

Order processing costs

Order fulfilment cost

Online payment services costs 271 93 21

Order management costs € 94 € 51 € 13

v3.22.0.1

Staff costs (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Staff costs

Wages and salaries € 655 € 313 € 83

Social security charges 85 43 13

Pension premium contributions 33 13 2

Share-based payments 81 23 3

Temporary staff expenses 36 25 11

Staff costs € 890 € 417 € 112

v3.22.0.1

Share-based payments (Details 1)
12 Months Ended

Dec. 31, 2021

€ / shares

LTIP 2021-2024

Share-based payments

Exercise price

Expected volatility 40.51%

Expected dividend yield 0.00%

Risk-free rate (0.62%)

Vesting period 3 years

Share price at valuation date € 45.88

Average share price prior to performance period € 93.53

LTIP 2020-2023

Share-based payments

Expected volatility 38.81%

Expected dividend yield 0.00%

Risk-free rate (0.72%)

Vesting period 3 years

Share price at valuation date € 92.4

Average share price prior to performance period € 77.84

v3.22.0.1

Share-based payments (Details 2) - ELTIP
12 Months Ended

Dec. 31, 2021

shares

€ / shares

Share-based payments

Number of shares outstanding at the beginning of the period | shares 0

Number of shares granted during the period | shares 1,005,093

Number of shares forfeited during the period | shares (49,627)

Number of shares vested during the period | shares (14,785)

Number of shares expired during the period | shares 0

Number of shares outstanding at the end of the period | shares 940,681

Weighted-average grant-date fair value outstanding at the beginning of the period | € / shares € 0

Weighted-average grant-date fair value granted during the period | € / shares 65.99

Weighted-average grant-date fair value forfeited during the period | € / shares 72.09

Weighted-average grant-date fair value vested during the period | € / shares 73.8

Weighted-average grant-date fair value expired during the period | € / shares 0

Weighted-average grant-date fair value outstanding at the end of the period | € / shares € 65.55

v3.22.0.1

Share-based payments (Details 8 - Textuals 1)
€ / shares in Units, € in Millions
12 Months Ended

Dec. 31, 2021

EUR (€)

shares

€ / shares

d

Item

Dec. 31, 2020

shares

€ / shares

Dec. 31, 2019

shares

€ / shares

LTIPs

Share-based payments

Number of grants in share-based payment arrangements | Item 5

Number of indices 3

Period of historical volatility prior to valuation date 3 years

Period of logarithm of daily share price return prior to valuation date 3 years

Dividends are expected to be declared during vesting period | € € 0

Period of yield to maturity 3 years

Number of share options exercised during the period | shares 5,780 4,697

Weighted-average share price at the date of exercise | € / shares € 46.88 € 97.3 € 0

Weighted average remaining assumed life of share options outstanding 7 years 8 years 8 years

LTIPs | Bottom of range [member]

Share-based payments

Exercise prices | € / shares € 0

LTIPs | Top of range [member]

Share-based payments

Exercise prices | € / shares € 54.62

LTIPs | Managing Director

Share-based payments

Vesting period 3 years

Non-market and market performance conditions assessment period 3 years

Percentage of base fee for target award level 100.00%

Percentage of base fee for conditionally granted share options 100.00%

Number of days after annual general meeting for calculate average share price | d 5

Number of service conditions in share-based payment arrangements | Item 1

Period of continued employment under service conditions 3 years

Number of non-market performance conditions in share-based payment arrangements | Item 2

Relative weight percentage of revenue growth under non-market performance conditions 37.50%

Relative weight percentage of strategic target under non-market performance conditions 25.00%

Number of market performance conditions in share-based payment arrangements | Item 1

Relative weight percentage of Total Shareholder Return against indices under market performance conditions 37.50%

Weighted-average fair value for share options granted | € / shares € 30.93 € 101.96 € 0

Number of share options exercised during the period 5,780 4,697 0

LTIP 2019-2021 | Managing Director

Share-based payments

Percentage of conditionally granted share options vested 100.00%

v3.22.0.1

Share-based payments (Details 9 - Textuals 2) - Short-term incentive plan (“STI”) - Managing Director
12 Months Ended

Dec. 31, 2021

shares

Dec. 31, 2020

d

€ / shares

shares

Share-based payments

Percentage of base fee for target level of short-term incentive plan outcome 75.00%

Period of deferral for deferred award 3 years

Description of amounts deferred vesting for deferred award one-third

Further holding period for vested awards 2 years

Percentage of base fee for maximum level of short-term incentive plan outcome 150.00%

Percentage of financial measures under performance measures 75.00%

Percentage of non-financial measures under performance measures 25.00%

Relative weight percentage of strategic target of number of new consumers under performance measures 25.00%

Relative weight percentage of strategic target of number of active consumers under performance measures 25.00%

Relative weight percentage of strategic target of number of orders per consumer under performance measures 25.00%

Relative weight percentage of strategic target of certain personal or non-financial measures under performance measures 25.00%

Measurement period of achievement against performance measures and targets 12 months

Number of deferred shares awarded | shares 0 13,563

Weighted-average fair value for deferred shares awarded | € / shares € 77.34

Number of deferred shares are expected to be awarded | shares 10,689

Number of trading days preceding end of financial period for calculate average closing share price | d 5

Number of trading days after annual general meeting for calculate average share price | d 5

v3.22.0.1

Share-based payments (Details 10 - Textuals 3)
12 Months Ended

Dec. 31, 2021

EUR (€)

shares

d

ELTIP

Share-based payments

Period of continued employment under service conditions 3 years

Vesting period 3 years

Number of trading days preceding grant date for calculate average closing share price | d 5

Number of share options granted during the period | shares 0

Cost of options granted | €

ESTI

Share-based payments

Number of non-market performance conditions in share-based payment arrangements 2

v3.22.0.1

Share-based payments (Details 11 - Textuals 4) - Employee stock ownership plan
12 Months Ended

Dec. 31, 2021

shares

yr

€ / shares

Dec. 31, 2020

shares

€ / shares

Dec. 31, 2019

shares

€ / shares

Share-based payments

Period of continued employment under service conditions 3 years

Contractual life of the share options | yr 10

Number of equal parts for vesting shares 3

Vesting period 3 years

Number of share options granted during the period | shares 0 5,691 30,084

Number of share options exercised during the period | shares 2,851 34,502 36,916

Weighted-average share price at the date of exercise € 79.06 € 81.78 € 72.63

Weighted average remaining assumed life of share options outstanding 6 years 7 years 8 years

Bottom of range [member]

Share-based payments

Exercise prices € 23.37

Top of range [member]

Share-based payments

Exercise prices € 84.44

First year

Share-based payments

Percentage of vesting of shares and share options after grant date 0.00%

Second year

Share-based payments

Percentage of vesting of shares and share options after grant date 67.00%

Third year

Share-based payments

Percentage of vesting of shares and share options after grant date 33.00%

v3.22.0.1

Share-based payments (Details 12 - Textuals 5)
9 Months Ended 12 Months Ended

Dec. 31, 2020

shares

Dec. 31, 2021

EUR (€)

shares

€ / shares

Dec. 31, 2020

shares

€ / shares

Performance Share Plan (“PSP”) and Restricted Share Plan (“RSP”)

Share-based payments

Cost of options granted | €

Vesting period 3 years

Period of continued employment under service conditions 3 years

Number of share options granted during the period 0

Number of share options exercised during the period 31.331 6,455

Weighted-average share price at the date of exercise | € / shares € 72.76 € 98.82

Weighted average remaining assumed life of share options outstanding 8 years 8 years

Restricted Share Plan (“RSP”)

Share-based payments

Number of share options granted during the period 0 0

Number of share options exercised during the period 6,346 862

Performance Share Plan (“PSP”)

Share-based payments

Number of share options granted during the period 0 0

Target Percentage Of Vesting Under Performance Conditions 100.00%

Number of share options exercised during the period 109 30,469

v3.22.0.1

Share-based payments (Details 13 - Textuals 6)
9 Months Ended 12 Months Ended

Dec. 31, 2020

shares

Dec. 31, 2021

shares

€ / shares

Dec. 31, 2020

€ / shares

Sharesave Plans

Share-based payments

Period of continued employment under buying conditions 3 years

Period of continued employment under service conditions 3 years

Number of share options granted during the period 0 0

Number of share options exercised during the period 10,045 4,738

Sharesave Plans | Bottom of range [member]

Share-based payments

Exercise prices | € / shares € 49.95

Sharesave Plans | Top of range [member]

Share-based payments

Exercise prices | € / shares € 59.84

Deferred Share Bonus Plan (“DSBP”)

Share-based payments

Number of share options granted during the period 0 0

Number of share options exercised during the period 3,434 3,156

Sharesave Plans and Deferred Share Bonus Plan (“DSBP”)

Share-based payments

Vesting period 3 years

Weighted-average share price at the date of exercise | € / shares € 76.48 € 94.45

Weighted average remaining assumed life of share options outstanding 1 year 3 years

v3.22.0.1

Share-based payments (Details 14 - Textuals 7)
€ / shares in Units, € in Millions
7 Months Ended 12 Months Ended

Dec. 31, 2021

shares

€ / shares

Dec. 31, 2021

EUR (€)

shares

yr

€ / shares

Dec. 31, 2020

EUR (€)

Dec. 31, 2019

EUR (€)

Equity-settled share-based payments reserve

Share-based payments

Recognised total expenses related to equity-settled share-based payment transactions € 81 € 23 € 3

Recognised social securities expense related to equity-settled share-based payment transactions 5

Cash flows related to the share options 4 1 1

Payments of taxes for share-based payment € 16

Grubhub rollover plans

Share-based payments

Number of unreplaced awards | shares 0

Number of share options exercised during the period | shares 87,426 87.426

Weighted-average share price at the date of exercise | € / shares € 76.97

Weighted average remaining assumed life of share options outstanding 5 years

Vesting period of shares granted 4 years

Vesting period 10 years

Contractual life of the share options | yr 10

Number of shares granted during the period | shares 0 0

Grubhub rollover plans | Bottom of range [member]

Share-based payments

Exercise prices | € / shares € 0.24 € 0.24

Grubhub rollover plans | Top of range [member]

Share-based payments

Exercise prices | € / shares € 29.04 € 29.04

v3.22.0.1

Other operating expenses (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Other operating expenses

Marketing expenses € 684 € 369 € 143

Housing expenses 21 10 4

Professional fees 91 78 54

Other staff related costs 98 36 17

IT related expenses 93 33 7

Outsourced service costs 97 47 0

Other operating expenses 80 82 9

Total other operating expenses € 1,164 € 655 € 234

v3.22.0.1

Other operating expenses (Details 1 - Textual) - Other operating expenses - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Disclosure of attribution of expenses by nature to their function [line items]

Directors and officers liability Insurance € 17

Shipping costs 11

Administration expenses 10

Tax and digital service tax € 6 € 15

Stamp duties € 35 € 0

v3.22.0.1

Finance income and expense (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Finance income and expense

Other finance income € 3 € 3 € 0

Net foreign exchange gain 20 0 0

Finance income 23 3 0

Interest on convertible bonds (49) (19) (11)

Interest on senior notes 11 0 0

Interest on lease liabilities (5) (2) (1)

Other interest expense (6) (5) (1)

Other finance expense (4) (4) (3)

Finance expense € (75) € (30) € (16)

v3.22.0.1

Finance income and expense (Details 1 - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Finance income and expense

Interest on convertible bond € 49 € 19 € 11

Interest on senior notes € 11 0 0

Net foreign exchange loss € 1 € 0

Weighted average rate on funds borrowed 3.06% 4.80% 5.20%

Capitalise borrowing costs

Payment for interest on convertible bonds € 11 8 3

Payment for interest on senior notes 24

Payment for other interest and finance expense € 11 € 6 € 4

v3.22.0.1

Income taxes (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Income taxes

Current tax expenses € (38) € (26) € (14)

Deferred tax benefits / (expenses) 46 21 (21)

Total tax recognised directly in profit or loss € 8 € (5) € (35)

v3.22.0.1

Income taxes (Details 1) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Rreconciliation between the tax charge on the basis of the Dutch tax rate

Loss before income tax € (1,037) € (165) € (86)

Income tax benefit calculated at 25% Dutch income tax rate 259 41 21

Change of unrecognised deferred tax assets (85) (19) (47)

Adjustments for tax of prior periods 6 2 (2)

Share based payments (24) 0 0

Effect of non-deductible expenses (23) (28) (2)

Effect of different tax rates of foreign subsidiaries (10) 2 (7)

Impact of tax rate changes (93) 0 0

Effect of share in results of associates and joint ventures (22) (4) 0

Other 0 1 1

Total tax recognised directly in profit or loss € 8 € (5) € (35)

Reconciliation of the effective income tax rate

Income tax benefit calculated at 25% Dutch income tax rate 25.00% 25.00% 25.00%

Change of unrecognised deferred tax assets (8.20%) (11.50%) (54.20%)

Adjustments for tax of prior periods 0.60% 1.20% (2.30%)

Share based payments (2.30%) 0.00% 0.00%

Effect of non-deductible expenses (2.20%) (17.00%) (2.10%)

Effect of different tax rates of foreign subsidiaries (1.00%) 1.20% (7.70%)

Impact of tax rate changes (9.00%) 0.00% 0.00%

Effect of share in results of associates and joint ventures (2.10%) (2.40%) 0.00%

Other 0.00% 0.60% 1.10%

Effective rate of income tax expense recognised in profit or loss 0.80% (2.90%) (40.20%)

Dutch income tax rate 25.00% 25.00% 25.00%

v3.22.0.1

Income taxes (Details 2) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Current tax assets/ (liabilities)

Opening balance € (20) € (35)

Other movements (6) (1)

Current tax movement through equity 0 1

Additions from business combinations 17 10

Movements through goodwill 0 (1)

Income tax (refunded) or paid 53 33

Income tax (expense)/ benefit (38) (26)

Foreign exchange movements 2 (1)

Balance as at the end of the reporting period € 8 € (20)

v3.22.0.1

Income taxes (Details 3) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Income taxes

Deferred tax assets - gross € 475 € 96 € 28

Offsetting (473) (96)

Deferred tax assets - net 2 0

Deferred tax liabilities - gross 1,383 642 € 69

Offsetting 473 96

Deferred tax liabilities - net 910 546

Net deferred tax asset / (liability) € (908) € (546)

v3.22.0.1

Income taxes (Details 5) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Disclosure of temporary difference, unused tax losses and unused tax credits [line items]

Unrecognised tax losses, total € 530 € 232

Within 1 year

Disclosure of temporary difference, unused tax losses and unused tax credits [line items]

Unrecognised tax losses, total 3 0

In the next 2 to 10 years

Disclosure of temporary difference, unused tax losses and unused tax credits [line items]

Unrecognised tax losses, total 10 180

Over 10 years

Disclosure of temporary difference, unused tax losses and unused tax credits [line items]

Unrecognised tax losses, total 2 0

Unlimited

Disclosure of temporary difference, unused tax losses and unused tax credits [line items]

Unrecognised tax losses, total € 515 € 52

v3.22.0.1

Operating segments (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Operating segments

Revenue € 4,495 € 2,042 € 416

Adjusted EBITDA (331) 198 12

Share-based payments (81) (23) (3)

Finance income 23 3 0

Finance expense (75) (30) (16)

Share of results of associates and joint ventures (62) (16) 0

Other gains and losses 2 2 6

Depreciation, amortisation and impairment (443) (174) (35)

Acquisition related costs (1) (67) (40)

Integration related costs (35) (35) (10)

Other items (34) (23) 0

Loss before income tax (1,037) (165) (86)

North America

Operating segments

Revenue 1,634 404 0

Adjusted EBITDA (11) 42 0

Northern Europe

Operating segments

Revenue 1,064 723 392

Adjusted EBITDA 256 216 72

UK & Ireland

Operating segments

Revenue 1,249 611 0

Adjusted EBITDA (107) 160 0

Southern Europe & ANZ

Operating segments

Revenue 548 303 24

Adjusted EBITDA (262) (80) (13)

Head office

Operating segments

Revenue 0 0 0

Adjusted EBITDA € (207) € (141) € (47)

v3.22.0.1

Operating segments (Details 2 - Textual)
12 Months Ended

Dec. 31, 2021

Segment

Operating segments

Number of reportable segment 4

Reportable segments [member] | Bottom of range [member]

Operating segments

Percentage of total external revenue 75.00%

v3.22.0.1

Business combinations (Details) - Grubhub Acquisition
€ in Millions, shares in Millions

Jun. 15, 2021

EUR (€)

shares

Business combinations

Ordinary shares issued € 4,640

Replacement awards 140

Total consideration 4,780

Other intangible assets 2,230

Property and equipment 76

Right-of-use assets 101

Deferred tax assets 198

Other non-current assets 8

Trade and other receivables 141

Other current assets 66

Current tax asset 19

Inventories 2

Cash and cash equivalents 175

Borrowings (447)

Deferred tax liability (534)

Lease liability (102)

Provisions (32)

Trade and other liabilities (311)

Current tax liability (1)

Total fair value of net identifiable assets and liabilities 1,589

Non-controlling interest 0

Goodwill recognised € 3,191

Ordinary share issued in shares | shares 62.8

v3.22.0.1

Business combinations (Details 1) - Just Eat Acquisition
€ in Millions, shares in Millions

Apr. 15, 2020

EUR (€)

shares

Business combinations

Total consideration € 7,430

Other intangible assets 3,041

Property and equipment 18

Investments in associates and joint ventures 1,730

Right-of-use assets 64

Deferred tax assets 59

Other non-current assets 1

Trade and other receivables 80

Current tax asset 16

Inventories 4

Cash and cash equivalents 113

Borrowings (348)

Deferred tax liability (604)

Other non-current liabilities (3)

Lease liability (64)

Trade and other liabilities (280)

Current tax liability (6)

Total fair value of net identifiable assets and liabilities 3,821

Non-controlling interest (5)

Goodwill recognised € 3,614

Ordinary share issued in shares | shares 82.8

v3.22.0.1

Business combinations (Details 2) - Delivery Hero Acquisition
€ in Millions, shares in Millions

Apr. 01, 2019

EUR (€)

shares

Business combinations

Consideration paid in cash € 552

Ordinary shares issued 652

Total consideration 1,204

Other intangible assets 281

Non-current assets 2

Trade and other receivables 7

Trade and other liabilities (55)

Current tax liability (22)

Deferred tax liability (24)

Cash and cash equivalents 62

Total fair value of net identifiable assets and liabilities 251

Goodwill recognised € 953

Ordinary share issued in shares | shares 9.5

v3.22.0.1

Business combinations (Details 3 - Textual)
€ / shares in Units, € in Millions, shares in Millions

Jun. 15, 2021

EUR (€)

shares

€ / shares

Apr. 01, 2019

EUR (€)

Jun. 14, 2021

€ / shares

Jun. 10, 2020

€ / shares

Business combinations

Business combination, closing share price of acquirer | € / shares € 73.89

Trade receivables, gross contractual amounts € 120

Revenues of acquiree from the date of control obtained 980

Net income (loss) of acquiree from the date of control obtained 120

Combined revenue of entity and acquiree for the period 5,331 € 445

Combined net profit (loss) of entity and acquiree for the period € 1,243 € 135

Grubhub Acquisition

Business combinations

Percentage of acquired share capital 100.00%

Number of shares represented by one depositary receipt 0.671

Ordinary share issued in shares | shares 62.8

Total equity consideration on a fully diluted basis € 4,640

Business combination, closing share price of acquirer | € / shares € 73.89 € 98.6

Trade receivables, contractual amounts expected to be uncollectable at the date of acquisition € 0

v3.22.0.1

Business combinations (Details 4 - Textual) - Bistro Acquisition
€ in Millions

Jul. 16, 2021

EUR (€)

Business combinations

Percentage of acquired share capital 100.00%

Cash transferred € 49

Goodwill recognised 26

Other intangible assets 30

Deferred tax liability € 6

v3.22.0.1

Business combinations (Details 6 - Textual)
€ in Millions, shares in Millions
12 Months Ended

Jun. 15, 2021

EUR (€)

Apr. 01, 2019

EUR (€)

shares

Dec. 31, 2019

EUR (€)

Business combinations

Combined revenue of entity and acquiree for the period € 5,331 € 445

Combined net profit (loss) of entity and acquiree for the period € 1,243 € 135

Increase (decrease) in goodwill and trade and other liabilities due to purchase price adjustments recognised in business combination € 6

German Businesses Acquisition

Business combinations

Percentage of voting equity interests acquired 100.00%

Total consideration € 1,204

Ordinary share issued in shares | shares 9.5

Goodwill recognised € 953

Other intangible assets 281

Non-current assets 2

Deferred tax liability 24

Current tax liability 22

Net working capital 14

Trade and other receivables € 7

v3.22.0.1

Business combinations (Details 7 - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Business combinations

Acquisition costs for completed and announced acquisitions € 1 € 67 € 40

Transaction costs accounted through equity for the share issuance related to business combination 31 33

Consideration paid in relation to business combination, net of cash acquired (128) (113) 489

Grubhub Acquisition

Business combinations

Cash acquired in relation to business combination 175

Consideration paid in relation to business combination, net of cash acquired 0

Bistro Acquisition

Business combinations

Cash acquired in relation to business combination € 47

Just Eat Acquisition

Business combinations

Cash acquired in relation to business combination € 113

Share issue related cost for accelerated bookbuild offering 12

Delivery Hero Acquisition

Business combinations

Cash acquired in relation to business combination € 490

v3.22.0.1

Goodwill (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Goodwill

Opening balance € 4,614 € 1,102

Additions from business combinations 3,217 3,614

Impairment (18) 0

Foreign exchange and other movements 470 (102)

Balance as at the end of the period € 8,283 € 4,614

v3.22.0.1

Goodwill (Details 1) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2020

Dec. 31, 2021

Dec. 31, 2019

Goodwill

Balance as at the end of the period € 4,614 € 8,283 € 1,102

Cash-generating units [member] | United States

Goodwill

Balance as at the end of the period 0 3,410

Cash-generating units [member] | United Kingdom

Goodwill

Balance as at the end of the period 2,137 2,300

Cash-generating units [member] | Germany

Goodwill

Balance as at the end of the period ^[1] 996 996

Increase (decrease) in goodwill 3

Cash-generating units [member] | Canada

Goodwill

Balance as at the end of the period 820 890

Other (units carrying a non-significant goodwill balance)

Goodwill

Balance as at the end of the period € 661 € 687

[1] The goodwill as at 31 December 2020 for CGU Germany decreased by €3 million. In 2020, this amount contained goodwill related to CGU Poland which is now included in Other.

v3.22.0.1

Goodwill (Details 3 - Textual)
€ in Millions
12 Months Ended

Dec. 31, 2021

EUR (€)

Item

Dec. 31, 2020

EUR (€)

Dec. 31, 2019

EUR (€)

Goodwill

Carrying amount of goodwill € 8,283 € 4,614 € 1,102

Impairment loss 18 0

Impairment expense € 36

Number of Cash-generating units to which non-significant amount of goodwill allocated | Item 3

Cash-generating units [member]

Goodwill

Explanation of period over which management has projected cash flows A forecast period of five, seven or ten years is used for the value in use calculation. Periods longer than five years can be justified as management has the ability to forecast over a longer period, based on the predictability of cohort behaviour and experience in markets where a clear market leadership position has been attained. Considering some of our businesses are still in growth phases (i.e., operating in underpenetrated or more competitive markets), reaching stable Adjusted EBITDA margins is expected to take longer than five years.

Percentage of equity to calculate weighted average cost of capital 100.00% 97.50%

Cash-generating units [member] | Southern Europe & ANZ

Goodwill

Impairment losses of intangible assets and goodwill € 45

Cash-generating units [member] | Northern Europe

Goodwill

Impairment losses of intangible assets and goodwill 9

Cash-generating units [member] | United Kingdom

Goodwill

Carrying amount of goodwill € 2,300 € 2,137

Percentage of reasonably possible increase in weighted average cost of capital 1.95%

Estimated recoverable amount exceeded its carrying amount € 1,191

v3.22.0.1

Investments in associates and joint ventures (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Investments in associates and joint ventures

Balance as at 31 December 2019 € 1,575 € 0

Additions from business combinations 0 1,730

Capital contributions 83 55

Direct equity movements (79) 0

Share of results of associates and joint ventures (62) (16) € 0

Foreign exchange and other movements 0 (194)

Balance as at 31 December 2020 € 1,517 € 1,575 € 0

v3.22.0.1

Investments in associates and joint ventures (Details 1) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Investments in associates and joint ventures

Current assets € 1,854 € 822

Non-current assets 15,922 9,532

Current liabilities 1,277 780

Non-current liabilities 3,457 1,088

Goodwill. 8,283 4,614 € 1,102

Carrying amount of Just Eat Takeaway.com’s interest in the associate 1,517 1,575 0

Revenue for the period 4,495 2,042 416

Total result and comprehensive loss for the period (312) (204) € (105)

iFood Holdings B.V.

Investments in associates and joint ventures

Current assets 338 232

Non-current assets 89 49

Current liabilities 388 148

Non-current liabilities 60 7

Net assets of associate (21) 126

Just Eat Takeaway.com’s share of net assets (7) 42

Goodwill. 1,524 1,533

Carrying amount of Just Eat Takeaway.com’s interest in the associate 1,517 1,575

Revenue for the period 771 433

Total result and comprehensive loss for the period (185) (16)

Just Eat Takeaway.com’s share of results and total comprehensive loss for the period (62) (5)

Dividends received by Just Eat Takeaway.com € 0 € 0

v3.22.0.1

Trade and other receivables (Details) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Trade and other receivables

Trade receivables online payment service providers € 181 € 115

Trade receivables corporate accounts 74 31

Trade receivables Partners 6 5

Other trade receivables 0 2

Other receivables 37 9

Closing balance € 298 € 162

v3.22.0.1

Trade and other receivables (Details 2)

Dec. 31, 2021

Not overdue

Disclosure of provision matrix [line items]

ECL rate 5.00%

31-60 days

Disclosure of provision matrix [line items]

ECL rate 5.00%

61-90 days

Disclosure of provision matrix [line items]

ECL rate 15.00%

91-180 days

Disclosure of provision matrix [line items]

ECL rate 30.00%

181-365 days

Disclosure of provision matrix [line items]

ECL rate 70.00%

over 365 days

Disclosure of provision matrix [line items]

ECL rate 100.00%

v3.22.0.1

Trade and other receivables (Details 3 - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Disclosure of financial assets [line items]

Loss allowance trade receivables € 0

Average credit period on sales of services 30 days 30 days

Interest is charged on receivables € 0

Trade receivables write-down that are subject to enforcement activities 0 € 0

Impaired receivables € 0

over 365 days

Disclosure of financial assets [line items]

Expected credit loss rate 100.00%

Online payment service providers

Disclosure of financial assets [line items]

Loss allowance trade receivables € 0 0

Other trade receivables

Disclosure of financial assets [line items]

Loss allowance trade receivables € 0 € 0

v3.22.0.1

Other current assets (Details) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Other current assets

Prepaid expenses € 111 € 64

Deposits 4 7

Other 44 29

Closing balance € 159 € 100

v3.22.0.1

Other current assets (Details 1 - Textual) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Other current assets

Prepaid marketing and technology expenses € 59 € 25

Prepaid insurance 14

Prepaid sponsorship agreements 7 18

Prepaid merchandise and ordering devices 2 10

Short-term investments € 35

Listing-related cost assets from business combination € 22

v3.22.0.1

Inventories (Details) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Inventories

Ordering devices € 9 € 5

Merchandise 24 9

Closing balance € 33 € 14

v3.22.0.1

Inventories (Details 1 - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Inventories

Cost of inventories € 33 € 49 € 12

Write-off of inventories € 1 € 2 € 0

v3.22.0.1

Cash and cash equivalents (Details) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019
^[1]
Dec. 31, 2018

Cash and cash equivalents

Cash and cash equivalents € 1,066 € 488

Restricted cash 254 41

Closing balance € 1,320 ^[1] € 529 ^[1] € 50 € 90

[1] Cash and cash equivalents for the year ended 31 December 2021 include a cash balance of €190 million (2020: nil) that is contractually restricted from general use for a maximum duration of three years

v3.22.0.1

Cash and cash equivalents (Details 1 - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Disclosure of cash and cash equivalents

Bank guarantees € 28 € 2

Letters of credit 7 7

Impairment allowance on cash and cash equivalents

Restricted cash 254 41

Stichting Derdengelden Takeaway.com

Disclosure of cash and cash equivalents

Equity interest 63 40

Restricted cash € 190 € 0

v3.22.0.1

Equity (Details) - shares
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Issued during the year:

Capital raise in form of accelerated bookbuilding 4,600,000

Ordinary shares [member]

Equity

Opening balance 148,758,803 61,206,450 43,218,234

Issued during the year:

Issuances in connection with acquisitions 62,798,005 82,845,346 9,500,000

Capital raise in form of accelerated bookbuilding 0 4,600,000 8,350,000

Issuances upon vesting or exercise under share (option) plans 375,958 107,007 138,216

Closing balance 211,932,766 148,758,803 61,206,450

v3.22.0.1

Equity (Details 1 - Textual) - EUR (€)
€ / shares in Units, € in Millions
12 Months Ended

Apr. 15, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Equity

Shares issued 61,206,450

Issued share capital value € 2

Capital raise in form of accelerated bookbuilding 4,600,000

Issuance of shares for the accelerated bookbuild offering € 400 € 400 430

Share premium reserve 13,450 8,801 1,324

Fair value through OCI reserve 323

Equity component of convertible bonds reserve 198 74 23

Fair value gain / (loss) on investments in equity instruments through OCI 0 323 0

Net loss € 1,016 170 121

Equity-settled share-based payments reserve

Equity

Number of shares called by each share option upon exercise 1

Amounts received or receivable from participants for vesting of shares € 0

Cash flows related to the share options 4 1 1

Just Eat Acquisition

Equity

Fair value gain / (loss) on investments in equity instruments through OCI € 323

Ordinary shares [member]

Equity

Authorised share capital in value € 16 € 16 € 7

Authorised share capital in shares 400,000,000

Nominal value per share € 0.04 € 0.04 € 0.04

Shares issued 211,932,766 148,758,803

Issued share capital value € 8 € 6

Capital raise in form of accelerated bookbuilding 0 4,600,000 8,350,000

Share issuances to STAK 1,000,000

Issuances of shares in relation to the Just Eat Acquisition 62,798,005 82,845,346 9,500,000

Outstanding shares 211,932,766 148,758,803 61,206,450 43,218,234

Cash flows related to the share options € 4 € 1 € 0

Ordinary shares [member] | Treasury shares

Equity

Shares issued 688,434

Ordinary shares [member] | Grubhub Acquisition

Equity

Issuances of shares in relation to the Just Eat Acquisition 62.8

Ordinary shares [member] | Just Eat Acquisition

Equity

Issuances of shares in relation to the Just Eat Acquisition 82.8

Ordinary shares [member] | Delivery Hero Acquisition

Equity

Shares issued during the period 17,970,000

Preference shares [member]

Equity

Outstanding shares 0 0 0

v3.22.0.1

Basic and diluted loss per share (Details) - shares
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Basic and diluted loss per share

For the purpose of basic loss per share 183,828,591 140,419,945 58,008,856

For the purpose of diluted loss per share 183,828,591 140,419,945 58,008,856

v3.22.0.1

Basic and diluted loss per share (Details 1) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Basic and diluted loss per share

Loss used in the calculation € (1,016) € (170) € (121)

v3.22.0.1

Basic and diluted loss per share (Details 2 - Textual) - shares
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Earnings Per Share [Line Items]

Dilutive weighted-average shares 18,062,459 5,868,723 3,684,359

v3.22.0.1

Borrowings (Details) - EUR (€)
€ / shares in Units, € in Millions

Dec. 31, 2021

Feb. 02, 2021

Dec. 31, 2020

Apr. 30, 2020

Dec. 31, 2019

Jan. 18, 2019

Borrowings

Borrowings - non-current € 2,204 € 474

Borrowings - current 37 9

Borrowings - total € 2,241 € 483 € 229

Weighted average effective interest rate on borrowings 3.06% 4.80% 5.20%

Convertible bonds 2019

Borrowings

Borrowings - non-current € 234 € 229

Borrowings - current € 6 6

Number of convertible instruments issued 2,500

Par value per convertible debt instrument € 100,000 € 100,000

Convertible bonds 2020

Borrowings

Borrowings - non-current € 255 245

Borrowings - current € 4 3

Number of convertible instruments issued 3,000

Par value per convertible debt instrument € 100,000 € 100,000

Convertible bonds 2021

Borrowings

Par value per convertible debt instrument € 100,000

Convertible bonds 2021 | August 2025 (Tranche A)

Borrowings

Borrowings - non-current € 544 0

Number of convertible instruments issued 6,000

Par value per convertible debt instrument € 100,000

Convertible bonds 2021 | February 2028 (Tranche B)

Borrowings

Borrowings - non-current € 431 0

Borrowings - current € 3 0

Number of convertible instruments issued 5,000

Par value per convertible debt instrument € 100,000

Weighted average effective interest rate on borrowings 0.625%

Senior notes

Borrowings

Borrowings - non-current € 440 0

Borrowings - current 24 0

Bank Loan

Borrowings

Borrowings - non-current € 300 € 0

v3.22.0.1

Borrowings (Details 1) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Borrowings

Opening balance € 483 € 229

Transaction costs (15) (6) € (6)

Net proceeds 1,394 294

Additions from business combinations (Senior notes) 447 0

Amount classified as equity (net of transaction costs) (139) (51)

Accrued interest 60 19

Interest paid (35) (8)

Foreign exchange movements 31 0

Closing balance 2,241 483 € 229

Convertible bonds 2020

Borrowings

Proceeds from issue of convertible bond 0 300

Convertible bonds 2021 | August 2025 (Tranche A)

Borrowings

Proceeds from issue of convertible bond 609 0

Convertible bonds 2021 | February 2028 (Tranche B)

Borrowings

Proceeds from issue of convertible bond 500 0

Bank Loan

Borrowings

Proceeds from loan € 300 € 0

v3.22.0.1

Borrowings (Details 2 - Textual)
€ / shares in Units, € in Millions
12 Months Ended

Feb. 02, 2021

EUR (€)

Item

€ / shares

Apr. 30, 2020

EUR (€)

€ / shares

Jan. 18, 2019

EUR (€)

€ / shares

Dec. 31, 2021

EUR (€)

Item

€ / shares

Dec. 31, 2020

Dec. 31, 2019

Jun. 30, 2019

EUR (€)

Borrowings

Borrowings, interest rate 3.06% 4.80% 5.20%

Convertible bonds 2021

Borrowings

Aggregate principal amount € 1,100

Number of tranches for borrowing facility | Item 2

Par value per convertible debt instrument | € / shares € 100,000

Convertible bonds 2021 | August 2025 (Tranche A)

Borrowings

Aggregate principal amount € 600

Percentage of nominal value of borrowings 101.50%

Par value per convertible debt instrument | € / shares € 100,000

Convertible debt instrument, conversion Price | € / shares € 135.58

Convertible bonds 2021 | February 2028 (Tranche B)

Borrowings

Aggregate principal amount € 500

Percentage of nominal value of borrowings 100.00%

Par value per convertible debt instrument | € / shares 100,000

Borrowings, interest rate 0.625%

Convertible debt instrument, conversion Price | € / shares € 144.93

Convertible bonds 2020

Borrowings

Aggregate principal amount € 300

Percentage of nominal value of borrowings 100.00%

Par value per convertible debt instrument | € / shares € 100,000 100,000

Borrowings, maturity April 2026

Semi-annual interest rate on borrowings 1.25%

Period of borrowings maturity 6 years

Convertible bonds 2019

Borrowings

Aggregate principal amount € 250

Percentage of nominal value of borrowings 100.00%

Par value per convertible debt instrument | € / shares € 100,000 € 100,000

Semi-annual interest rate on borrowings 2.25%

Senior notes

Borrowings

Aggregate principal amount € 500

Borrowings, interest rate 5.50%

Revolving credit facility

Borrowings

Number of tranches for borrowing facility | Item 2

Extension period of borrowings 1 year

Credit facility, current borrowing capacity at tranche 1 € 171

Credit facility, current borrowing capacity at tranche 2 € 200

Bank Loan

Borrowings

Period of borrowings maturity 2 years

v3.22.0.1

Provisions (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Provisions

Provisions € 90 € 0

Changes in other provisions

Provisions at beginning of period 0 0

Additions 55

Usage / releases (2)

Additions from business combinations 32 0

Foreign exchange and other movements 5

Provisions at end of period 90 0

Non-Current Provisions 27

Provisions € 63 € 0

v3.22.0.1

Trade and other liabilities (Details) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Trade and other liabilities

Trade payables € 484 € 286

Trade payables 45 47

Amounts due to Partners 439 239

Other liabilities 598 427

Accrued Staff Expenses 76 81

VAT, wage and withholding taxes, social security charges and pension premiums 115 77

Other liabilities 407 269

Closing balance € 1,082 € 713

v3.22.0.1

Trade and other liabilities (Details 1 - Textual) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Trade and other liabilities

Contract liabilities € 99 € 23

Accrued courier-related expenses 73 42

Accrued marketing expenses 64 49

Accrued online payment fees 18 7

Accrued professional fees and legal expenses 17 43

Accrued IT expenses 13 3

Digital service tax payable € 4 € 13

v3.22.0.1

Financial instruments (Details) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Financial instruments

Short-term borrowings € 37 € 9

Long-term borrowings 2,204 474

Lease liabilities 375 87 € 27

Cash and cash equivalents (1,320) ^[1] (529) ^[1] € (50) ^[1] € (90)

excl. restricted cash (254) (41)

Net debt 1,550 82

Equity € 13,050 € 8,481

[1] Cash and cash equivalents for the year ended 31 December 2021 include a cash balance of €190 million (2020: nil) that is contractually restricted from general use for a maximum duration of three years

v3.22.0.1

Financial instruments (Details 1) - Currency risk - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

EUR

Disclosure of detailed information about financial instruments [line items]

Foreign currency assets € 49 € 52

Foreign currency liabilities 15 56

CAD

Disclosure of detailed information about financial instruments [line items]

Foreign currency assets 4 36

Foreign currency liabilities 75 15

GBP

Disclosure of detailed information about financial instruments [line items]

Foreign currency assets 74 26

Foreign currency liabilities 87 44

USD

Disclosure of detailed information about financial instruments [line items]

Foreign currency assets 309 13

Foreign currency liabilities 34 6

DKK

Disclosure of detailed information about financial instruments [line items]

Foreign currency assets 68 1

Foreign currency liabilities € 13 € 26

v3.22.0.1

Financial instruments (Details 2) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Disclosure of detailed information about financial instruments [line items]

Lease liability € 375 € 87 € 27

Liquidity risk | Not later than one year

Disclosure of detailed information about financial instruments [line items]

Lease liability 59 22

Convertible bonds & Senior Notes 37

Bank Loan 0

Convertible bond 9

Revolving credit facility 0 0

Trade and other liabilities 1,082 713

Total monetary liabilities 1,178 744

Liquidity risk | Between one and five years

Disclosure of detailed information about financial instruments [line items]

Lease liability 201 49

Convertible bonds & Senior Notes 431

Bank Loan 300

Convertible bond 581

Revolving credit facility 0 0

Trade and other liabilities 0 0

Total monetary liabilities 932 630

Liquidity risk | More than five years

Disclosure of detailed information about financial instruments [line items]

Lease liability 137 21

Convertible bonds & Senior Notes 1,558

Bank Loan 0

Convertible bond 0

Revolving credit facility 0 0

Trade and other liabilities 0 0

Total monetary liabilities € 1,695 € 21

v3.22.0.1

Leases (Details 1) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Lease liability

Lease liabilities at beginning of period € 87 € 27

Additions 217 12

Additions from business combinations 102 64

Disposals (6) (4)

Interest expense 5 2 € 1

Lease payments 42 12 8

Foreign exchange and other movements 12 (2)

Lease liabilities at end of period € 375 € 87 € 27

v3.22.0.1

Leases (Details 2) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Income and expenses

Depreciation expense on RoU assets € (47) € (20) € (8)

Interest expense on lease liabilities (5) (2) (1)

Expense relating to short-term leases (5) 0 0

Expense relating to low value leases (1) (6) (3)

Total € (58) € (28) € (12)

v3.22.0.1

Leases (Details 3 - Textual)
€ in Millions
12 Months Ended

Dec. 31, 2021

EUR (€)

Dec. 31, 2020

EUR (€)

Dec. 31, 2019

EUR (€)

Leases

Number of sub-lease contracts 2

Short-term portion of the lease liabilities € 59 € 21

Number of finance sub-lease contracts in relation to office facilities 5

Total cash outflow for leases € 42 € 12 € 8

v3.22.0.1

Cash flow statement supplementary information (Details) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Disclosure of reconciliation of liabilities arising from financing activities [line items]

Beginning balance € 570 € 271 € 165

Financing cash flows

Proceeds (1,394) (294)

Transaction costs 15 6 6

Repayments 0 493 150

Non-cash movements

Equity component of convertible bond 139 51

Additions of leases 217 12

Operating cash flows

Interest repayment 11 8 3

Ending balance 2,616 570 271

Convertible bonds

Disclosure of reconciliation of liabilities arising from financing activities [line items]

Beginning balance 483 229 0

Financing cash flows

Proceeds 1,109 300 250

Transaction costs (15) (6) (6)

Repayments 0 0 0

Non-cash movements

Equity component of convertible bond (139) (51) (23)

Additions of leases 0 0 0

Arising on acquisitions 0 0 0

Interest expense 48 19 11

Other changes 0 0 0

Operating cash flows

Interest repayment (11) (8) (3)

Ending balance 1,475 483 229

Lease liability

Disclosure of reconciliation of liabilities arising from financing activities [line items]

Beginning balance 87 27 15

Financing cash flows

Proceeds 0 0 0

Transaction costs 0 0 0

Repayments (42) (12) (8)

Non-cash movements

Equity component of convertible bond 0 0 0

Additions of leases 217 12 9

Arising on acquisitions 102 64 9

Interest expense 5 2 1

Other changes 6 (6) 1

Operating cash flows

Interest repayment 0 0 0

Ending balance 375 87 27

Senior notes

Disclosure of reconciliation of liabilities arising from financing activities [line items]

Beginning balance 0

Financing cash flows

Proceeds 0

Transaction costs 0

Repayments 0

Non-cash movements

Equity component of convertible bond 0

Additions of leases 0

Arising on acquisitions 447

Interest expense 12

Other changes 31

Operating cash flows

Interest repayment (24)

Ending balance 466 0

Bank Loan

Disclosure of reconciliation of liabilities arising from financing activities [line items]

Beginning balance 0

Financing cash flows

Proceeds 300

Transaction costs 0

Repayments 0

Non-cash movements

Equity component of convertible bond 0

Additions of leases 0

Arising on acquisitions 0

Interest expense 0

Other changes 0

Operating cash flows

Interest repayment 0

Ending balance 300 0

Revolving credit facility

Disclosure of reconciliation of liabilities arising from financing activities [line items]

Beginning balance € 0 15 0

Financing cash flows

Proceeds 134 15

Transaction costs 0 0

Repayments (493) 0

Non-cash movements

Equity component of convertible bond 0 0

Additions of leases 0 0

Arising on acquisitions 344 0

Interest expense 0 0

Other changes 0 0

Operating cash flows

Interest repayment 0 0

Ending balance 0 15

Bridge facility

Disclosure of reconciliation of liabilities arising from financing activities [line items]

Beginning balance € 0 150

Financing cash flows

Proceeds 0

Transaction costs 0

Repayments (150)

Non-cash movements

Equity component of convertible bond 0

Additions of leases 0

Arising on acquisitions 0

Interest expense 0

Other changes 0

Operating cash flows

Interest repayment 0

Ending balance € 0

v3.22.0.1

Related party transactions (Details - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Related party transactions

Description of transactions with related party During 2021, Just Eat Takeaway.com did not enter into material transactions with related parties that are not members of Just Eat Takeaway.com (2020 and 2019: none).

Expense recognised during period for bad and doubtful debts in respect of the amounts owed by related parties € 0

Loans to related parties € 0

Funding payments 83 55 € 0

Loans from related parties 0 0

iFood Holdings B.V.

Related party transactions

Funding payments 83 44

El Cocinero a Cuerda SL (“ECAC”)

Related party transactions

Funding payments 11

Key management personnel of entity or parent

Related party transactions

Loans, advances or guarantees were granted to related parties € 0 € 0 € 0

v3.22.0.1

Related party transactions (Details 1) - EUR (€)
€ in Thousands
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Related party transactions

Short-term benefits € 2,014 € 2,815 € 1,321

Post-employment benefits 150 150 146

Share-based payments 1,236 853 539

Total 3,400 3,818 2,006

Jitse Groen (CEO)

Related party transactions

Short-term benefits 697 984 479

Post-employment benefits 50 50 50

Share-based payments 435 310 191

Total 1,182 1,344 720

Brent Wissink (CFO)

Related party transactions

Short-term benefits 658 926 438

Post-employment benefits 50 50 50

Share-based payments 404 278 176

Total 1,112 1,254 664

Jorg Gerbig (COO)

Related party transactions

Short-term benefits 659 905 404

Post-employment benefits 50 50 46

Share-based payments 397 265 172

Total € 1,106 € 1,220 € 622

v3.22.0.1

Off-balance sheet commitments (Details) - EUR (€)
€ in Millions

Dec. 31, 2021

Dec. 31, 2020

Off-balance sheet commitments

Closing balance € 41 € 16

Not later than one year

Off-balance sheet commitments

Closing balance 20 2

Between one and five years

Off-balance sheet commitments

Closing balance 21 14

More than five years

Off-balance sheet commitments

Closing balance € 0 € 0

v3.22.0.1

Off-balance sheet commitments (Details - Textual) - EUR (€)
€ in Millions
12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Off-balance sheet commitments

Statement that lessee accounts for short-term leases using recognition exemption Just Eat Takeaway.com applies the short-term lease recognition exemption to its short-term leases (i.e. <1 year).

Statement that lessee accounts for leases of low-value assets using recognition exemption It also applies the recognition exemption for leases for which the underlying asset is of low value (i.e. below €5,000).

Commitments for expenditure € 273 € 20

v3.22.0.1

Contingent liabilities (Details - Textual)
€ in Millions, £ in Millions
1 Months Ended 12 Months Ended

Feb. 26, 2021

EUR (€)

Aug. 31, 2021

Item

Dec. 31, 2021

GBP (£)

Dec. 31, 2021

EUR (€)

Tax contingent liability | United Kingdom

Contingent liabilities

Maximum potential cash exposure £ 17 € 19

Contingent liability assumed 3

Loss contingency, value of damages paid upon charging notice € 14

Civil Litigation

Contingent liabilities

Loss contingency, number of other cases filed by plaintiff in Civil Litigation | Item 40

Civil Litigation | Israel

Contingent liabilities

Contingent liability assumed € 17

v3.22.0.1

Events after the reporting period (Details - Textuals) - USD ($)
$ in Millions
1 Months Ended 12 Months Ended

Feb. 08, 2022

Feb. 28, 2022

Dec. 31, 2021

iFood Holdings B.V.

Events after the reporting period

Ownership interest in associate 33.00%

Announcement of delisting

Events after the reporting period

Percentage of low proportion of entity’s total share capital held 3.70%

Major purchases of assets [member] | iFood Holdings B.V.

Events after the reporting period

Investment in associates $ 32

Ownership interest in associate 33.30%

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Cover page	12 Months Ended
Cover page	Dec. 31, 2021 € / shares shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-40484
Entity Registrant Name	Just Eat Takeaway.com N.V.
Entity Incorporation, State or Country Code	P7
Entity Address, Address Line One	Oosterdoksstraat 80,
Entity Address, City or Town	Amsterdam
Entity Address, Country	NL
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Document Accounting Standard	International Financial Reporting Standards
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding \| shares	212,621,200
Entity Central Index Key	0001792627
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
ICFR Auditor Attestation Flag	false
Entity Address, Postal Zip Code	1011
Auditor Name	Deloitte Accountants B.V.
Auditor Firm ID	24362853
Auditor Location	Amsterdam
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	Oosterdoksstraat 80,
Entity Address, City or Town	Amsterdam
Entity Address, Country	NL
Contact Personnel Name	Sophie Versteege
City Area Code	(0)20
Local Phone Number	210 7000
Entity Address, Postal Zip Code	1011
Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value €0.04 per share
Trading Symbol	GRUB
Security Exchange Name	NASDAQ
Entity Listing, Par Value Per Share \| € / shares	€ 0.04
American Depositary Shares (“ADSs”)
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing one fifth of one ordinary share
Trading Symbol	GRUB
Security Exchange Name	NASDAQ
Number of Shares Represented by One Depositary Receipt	0.2

Consolidated statement of profit or loss and other comprehensive loss - EUR (€) € in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of comprehensive income [abstract]
Revenue	€ 4,495	€ 2,042	€ 416
Courier costs	(2,517)	(727)	(70)
Order processing costs	(406)	(193)	(41)
Staff costs	(890)	(417)	(112)
Other operating expenses	(1,164)	(655)	(234)
Depreciation, amortisation and impairment	(443)	(174)	(35)
Operating loss	(925)	(124)	(76)
Share of results of associates and joint ventures	(62)	(16)	0
Finance income	23	3	0
Finance expense	(75)	(30)	(16)
Other gains and losses	2	2	6
Loss before income tax	(1,037)	(165)	(86)
Income tax benefit / (expense)	8	(5)	(35)
Loss for the period	(1,029)	(170)	(121)
Items that will not be reclassified subsequently to profit or loss:
Fair value gain / (loss) on investments in equity instruments through OCI	0	323	0
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation gain / (loss) related to foreign operations, net	717	(357)	16
Other comprehensive income / (loss) income for the period	717	(34)	16
Total comprehensive loss for the period	(312)	(204)	(105)
Loss attributable to:
Owners of the Company	(1,016)	(170)	(121)
Non-controlling interest	(13)	0	0
Total comprehensive loss attributable to:
Owners of the Company	(299)	(204)	(105)
Non-controlling interest	€ (13)	€ 0	€ 0
Loss per share (expressed in € per share)
Basic loss per share	€ 5.53	€ (1.21)	€ (2.08)
Diluted loss per share	€ 5.53	€ (1.21)	€ (2.08)

Consolidated statement of cash flows (Parentheticals) - EUR (€) € in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of cash flows [abstract]
Restricted cash	€ 190
Maximum restricted period for general use, cash and cash equivalents	3 years

Contingent liabilities	12 Months Ended
Contingent liabilities	Dec. 31, 2021
Contingent liabilities
Contingent liabilities	30 Contingent liabilities Group guarantees The Company has issued declarations of joint and several liability for Takeaway.com Group B.V., Takeaway.com Central Core B.V., Takeaway.com European Operations B.V., Takeaway.com Payments B.V. and Takeaway.com Express Netherlands B.V., in accordance with Section 403 of Part 9 of Book 2 of the Dutch Civil Code. Takeaway.com Group B.V. has declared to be liable vis-à-vis Yourdelivery and Takeaway Express GmbH only in the subsequent fiscal year for any obligations entered into by Yourdelivery and Takeaway Express GmbH until 31 December 2021. Based on section 264 paragraph 3 of the German Commercial Code, Yourdelivery and Takeaway Express GmbH are exempt from certain requirements of the German Commercial Code. Takeaway.com Payments B.V. has agreed that in case Stichting Derdengelden Takeaway.com has insufficient funds to meet its payment obligations to Partners, consumers and entities within the Just Eat Takeaway.com group, Takeaway.com Payments B.V. will immediately pay this deficit. Legal proceedings Subject to the matters disclosed below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Just Eat Takeaway.com is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Just Eat Takeaway.com’s financial position or results. Gig Economy Matters Just Eat Takeaway.com is involved in various legal proceedings including labour and employment claims, some of which relate to the alleged misclassification of independent contractors. In July 2018, a courier on the SkipTheDishes network filed a putative class action claim in Manitoba alleging that all couriers providing services on the Skip network in Canada are employees and not independent contractors. The relevant court has not yet determined if the claim will be certified as a class action and, if so, which couriers would be included in any such class. While it is difficult to assess the merits or potential quantum with certainty, the current assessment is that a successful claim against Just Eat Takeaway.com is not probable. No provision has currently been recorded. Given the uncertain nature of the relevant events and liabilities, it is not practicable to provide information on the estimate of the financial effect, if any, or timing. Grubhub currently has a number of pending putative class actions, Private Attorney General Act lawsuits and arbitrations alleging the misclassification of independent contractors. Legislation in this area continues to evolve, and Grubhub therefore expects to continue to receive an increased number of misclassification claims. Nonetheless, the Company believes that its approach to classification is supported by the law and intends to continue to defend itself vigorously in these matters. The Company does not believe any of the foregoing claims will have a material impact on its consolidated financial statements. However, there is no assurance that any claim will not be combined into a collective or class action. In Italy, Just Eat Italy S.R.L. received orders from the public prosecutor and labour, social security and public insurance inspectors that state that couriers engaged by Just Eat Italy should be considered ‘workers’, in Italy called co.co.co., instead of independent contractors. Having transitioned to an employed courier model in 2021, as well as signing a collective bargaining agreement with the largest unions for the employment of couriers, Just Eat Italy subsequently resolved the public prosecutor orders. On 1 April 2021, Just-Eat Italy received a further order with the calculation of the social security contributions for said couriers, including fines for late payment. The related accrual is included in Trade and other liabilities. Just Eat Takeaway.com continues to evaluate its approach towards, and any potential objections to, the order regarding social security contributions. In Australia, Just Eat Takeaway.com’s subsidiary Menulog Pty. Ltd. (“Menulog”) received a position paper from the Australian Taxation Office (the “ATO”) on 11 September 2019 stating that the couriers engaged by Menulog should be considered employees rather than independent contractors. Menulog has challenged this based on the legislation and recent case law. In October 2021, the ATO provided Menulog with the Reasons for Decision Paper in which it reiterated its previous decision and stipulates that the guidance should be applied retrospectively. Menulog continues to disagree with the position of the ATO. In November 2021, the ATO has put the audit and any related actions on hold. Menulog continues to evaluate its approach towards, and any potential objections to, the Reasons for Decision Paper. EU State Aid In October 2017, the European Commission (the ‘‘EC’’) announced it was conducting a state aid investigation into the Group Financing Exemption contained within the UK’s Controlled Foreign Company (‘‘CFC’’) legislation. The Group Financing Exemption (contained within Chapter 9 of Part 9A of the Taxation (International and Other Provisions) Act 2010) was introduced in 2013 when the UK CFC rules were revised. On 20 August 2019, the EC published its final decision in the Official Journal following the conclusion of its investigation. Following the decision, the EC ordered the UK to recover in full the CFC charge that would have applied if no claim under the Group Financing Exemption had been made, to the extent that the profits were attributable to qualifying loan relationships which involved UK activities. Just Eat Takeaway.com believes the EC came to the wrong conclusion following its investigation and has applied to the General Court of the European Union (the ‘‘GCEU’’) to annul the decision. The UK government, along with a number of other affected companies, has submitted similar annulment applications. Similar to other UK-based international companies, Just Eat Takeaway.com may be impacted by the final outcome of this investigation, potentially with previously exempt finance flows becoming subject to the UK’s CFC legislation and therefore UK tax, in addition to its relevant affiliates being subject to applicable tax legislation in their own tax jurisdictions. Just Eat Takeaway.com is continuing to work with its advisers to assess the EC’s decision on its position as guidance is released from Her Majesty’s Revenue and Customs (‘‘HMRC’’) and other sources. While there is considerable uncertainty with regard to both the annulment process and any corresponding liability assessed by HMRC, the maximum potential cash exposure has been calculated to be £17 million including interest (€19 million including interest), should the EC’s decision be upheld. Just Eat Takeaway.com has appealed the decision on a number of grounds and continues to engage with HMRC on the matter. We believe the European Commission's decision to be without merit, however in line with IFRS 3, Just Eat Takeaway.com assumed a contingent liability of €3 million in our opening balance sheet for this matter. The UK Government is required to commence collection proceedings and a new law was enacted as of 17 December 2020 to empower HMRC to do this. However, the new law is a charging mechanism only and not an arbitration on the merits of the on-going litigation. If the state aid decision is annulled, then any amounts paid will be returned to Just Eat Takeaway.com following this final determination. Due to the newly enacted legislation, HMRC issued a charging notice for €14 million on 1 February 2021 and this was paid on 26 February 2021. This is a collection mechanism only and does not alter the ongoing merits of the case which is subject to on-going litigation. Civil Litigation In August 2011, Ameranth, Inc. (“Ameranth”) filed a patent infringement action against a number of defendants, including Grubhub Holdings Inc., in the U.S. District Court for the Southern District of California, Case No. 3:11-cv-1810. Ameranth subsequently initiated additional actions for infringement of a related patent, including separate actions against Grubhub, Case No. 3:12-cv-739, which were consolidated along with approximately 40 other cases Ameranth filed in the same district. In 2018, the district court granted summary judgement to another defendant and stayed the Grubhub cases. The district court’s decision has been affirmed on appeal and Grubhub anticipates that the district court will issue a final, favorable ruling by or before June 2022. Grubhub believes this case lacks merit and that a loss is not probable. On 20 November 2019, a purported stockholder of Grubhub Inc. filed a putative class action complaint against Grubhub Inc., then Chief Executive Officer Matthew Maloney, and then President and Chief Financial Officer Adam DeWitt in the United States District Court for the Northern District of Illinois, Case No. 19 Civ. 7665. The complaint, which was amended on 24 July 2020, asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, based on its allegation that the defendants made false and misleading statements about Grubhub’s growth, competitive landscape, and strategy. The complaint seeks unspecified compensatory damages and attorneys’ fees, amongst other relief. In September 2021, the district court denied Grubhub’s motion to dismiss and the case is now proceeding to limited discovery and then mediation (currently scheduled for April 6, 2022). The defendants believe that the case is without merit and that a resolution may result from the mediation. Given the early stage of the proceedings, a reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. In 2020, Grubhub received a letter from International Business Machines Corporation (“IBM”) alleging that Grubhub’s website and mobile application products infringe certain U.S. patents held by IBM. Grubhub and IBM have discussed a potential resolution of IBM’s allegations, and to date, IBM has not filed any litigation against Grubhub regarding the patents. In addition, Grubhub believes it has meritorious defenses to IBM’s allegations, although there can be no assurances that Grubhub will reach a satisfactory resolution, or that it would be successful in defending against a claim by IBM in the event that a complaint was to be filed. Just Eat Takeaway.com is, from time to time, involved in various other legal proceedings arising from normal course of business activities, including claims from Partners. Generally, Just Eat Takeaway.com does not believe any of such claims will have significant effects on Just Eat Takeaway.com’s consolidated financial position or results. In Canada and Israel, some Partners have challenged applicable commission rates. Just Eat Takeaway.com disclaims liability and is defending these claims. Legal advice indicates that the possibility exists that a liability for an amount of €17 million, could arise as a consequence of the case in Israel. Just Eat Takeaway.com is not expecting a material net exposure on these legal proceedings, considering related reimbursements to be received from third parties. With regards to the Canadian case, the plaintiff has agreed to discontinue the claim.

Events after the reporting period	12 Months Ended
Events after the reporting period	Dec. 31, 2021
Events after the reporting period
Events after the reporting period	32 Events after the reporting period A subsequent event is a favourable or unfavourable event, that occurs between the reporting date and the date that the consolidated financial statements are authorised for issue. Events after the reporting date that provide evidence of conditions that existed at the reporting date are adjusted within the consolidated financial statements. Events that are indicative of a condition that arose after the reporting date of a material size or nature are disclosed below. Announced delisting On 8 February 2022, further to Just Eat Takeaway.com's ongoing review to determine its optimal listing venue, the Company announced that it has formally notified The Nasdaq Stock Market, Inc. of its intent to voluntarily delist its American Depositary Receipts (“ADRs”) from the Nasdaq. Just Eat Takeaway.com expects to file a Form 25 (Notification of Removal from Listing) with the SEC and for the last trading day of its ADRs on Nasdaq to occur by the end of the first quarter of 2022. The Company expects its ADRs to be quoted and traded on the OTC Markets via a sponsored Level I Program following the voluntary delisting. The main considerations for the voluntary delisting are the low trading volumes of the Company’s ADRs on Nasdaq and the low proportion of the Company’s total share capital held via ADRs on Nasdaq (approximately 3.7%, which is expected to decrease further overtime). Considering this and subject to meeting the relevant requirements, the Company intends to apply for a deregistration of its ordinary shares under the Securities and Exchange Act of 1934 (the "Exchange Act") in the first half of 2023. The Company’s ordinary shares will remain listed on Euronext Amsterdam and on the London Stock Exchange. An estimate of the financial effect of the voluntary delisting cannot be made. iFood funding In February 2022 Just Eat Takeaway.com took up its rights to participate in iFood's funding round for its financial year ending March 2022, investing $32 million into iFood to maintain the current holding of 33.3%. Announced proposal to discontinue certain operations To concentrate on the highest potential markets for generating scale, leadership positions and profit pools, the Just Eat Takeaway.com Management Board intends to discontinue its operations in Norway and Portugal, anticipated to be effective as of 1 April 2022. Just Eat Takeaway.com expects no significant impact to reported operating results from the closure. There have been no other events subsequent to the balance sheet date that require disclosure.

Property and equipment (Tables)	12 Months Ended
Property and equipment (Tables)	Dec. 31, 2021
Property and equipment
Schedule of property and equipment

Basis of preparation (Details - Textuals) - EUR (€) € in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2019
Basis of preparation
Amount of reclassifications or changes in presentation	€ 47

Basis of preparation (Details 1 - Textual)	12 Months Ended
Basis of preparation (Details 1 - Textual)	Dec. 31, 2021 Item
Disclosure of initial application of standards or interpretations [line items]
Number of elements of control	3
Statement that lessee accounts for leases of low-value assets using recognition exemption	It also applies the recognition exemption for leases for which the underlying asset is of low value (i.e. below €<span style="border-left: none; border-right: none;">5,000</span>).
Bottom of range [member]
Disclosure of initial application of standards or interpretations [line items]
Number of elements of control	1

Revenue (Details) - EUR (€) € in Millions	12 Months Ended
Revenue (Details) - EUR (€) € in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue
Order-driven revenue	€ 4,314	€ 1,975	€ 410
Ancillary revenue	181	67	6
Revenue	€ 4,495	€ 2,042	€ 416

Revenue (Details 1 - Textual) € in Millions	12 Months Ended
Revenue (Details 1 - Textual) € in Millions	Dec. 31, 2021 EUR (€) Item	Dec. 31, 2020 EUR (€) Item	Dec. 31, 2019 EUR (€) Item
Revenue
Number of partners contributed 10% or more to total revenue of reporting entity \| Item	0
Number of Models Used for Promoted Placement Fees \| Item	3
Consumer delivery fees	€ 0
Useful life measured as period of time, contract acquisition assets	4 years
Deferred contract acquisition costs	€ 20
Amortisation, deferred contract acquisition costs	€ 1

Order fulfilment cost (Details) - EUR (€) € in Millions	12 Months Ended
Order fulfilment cost (Details) - EUR (€) € in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Order fulfilment cost
Courier costs	€ 2,517	€ 727	€ 70
Order processing costs	406	193	41
Order fulfilment costs	€ 2,923	€ 920	€ 111

Staff costs (Details) - EUR (€) € in Millions	12 Months Ended
Staff costs (Details) - EUR (€) € in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Staff costs
Wages and salaries	€ 655	€ 313	€ 83
Social security charges	85	43	13
Pension premium contributions	33	13	2
Share-based payments	81	23	3
Temporary staff expenses	36	25	11
Staff costs	€ 890	€ 417	€ 112

Share-based payments (Details) - LTIPs	12 Months Ended
Share-based payments (Details) - LTIPs	Dec. 31, 2021 shares € / shares	Dec. 31, 2020 shares € / shares	Dec. 31, 2019 shares € / shares
Share-based payments
Number of share options exercised during the period \| shares	(5,780)	(4,697)
Managing Director
Share-based payments
Number of share options outstanding as at the beginning of the period \| shares	89,559	80,023	83,905
Number of share options granted during the period	19,075	14,233	0
Number of share options forfeited during the period	0	0	(3,882)
Number of share options exercised during the period	(5,780)	(4,697)	0
Number of share options expired during the period	0	0	0
Number of share options outstanding as at the end of the period	102,854	89,559	80,023
Number of share options exercisable as at the end of the period \| shares	69,546	44,003	15,535
Weighted-average exercise price outstanding as at the beginning of the period	€ 40.1	€ 46.25	€ 47.38
Weighted-average exercise price granted during the period		0	0
Weighted-average exercise price forfeited during the period		0	23.37
Weighted-average exercise price exercised during the period		23.37	0
Weighted-average exercise price expired during the period		0	0
Weighted-average exercise price outstanding as at the end of the period		€ 40.1	€ 46.25

Share-based payments (Details 1)	12 Months Ended
Share-based payments (Details 1)	Dec. 31, 2021 € / shares
LTIP 2021-2024
Share-based payments
Exercise price
Expected volatility	40.51%
Expected dividend yield	0.00%
Risk-free rate	(0.62%)
Vesting period	3 years
Share price at valuation date	€ 45.88
Average share price prior to performance period	€ 93.53
LTIP 2020-2023
Share-based payments
Expected volatility	38.81%
Expected dividend yield	0.00%
Risk-free rate	(0.72%)
Vesting period	3 years
Share price at valuation date	€ 92.4
Average share price prior to performance period	€ 77.84

Share-based payments (Details 2) - ELTIP	12 Months Ended
Share-based payments (Details 2) - ELTIP	Dec. 31, 2021 shares € / shares
Share-based payments
Number of shares outstanding at the beginning of the period \| shares	0
Number of shares granted during the period \| shares	1,005,093
Number of shares forfeited during the period \| shares	(49,627)
Number of shares vested during the period \| shares	(14,785)
Number of shares expired during the period \| shares	0
Number of shares outstanding at the end of the period \| shares	940,681
Weighted-average grant-date fair value outstanding at the beginning of the period \| € / shares	€ 0
Weighted-average grant-date fair value granted during the period \| € / shares	65.99
Weighted-average grant-date fair value forfeited during the period \| € / shares	72.09
Weighted-average grant-date fair value vested during the period \| € / shares	73.8
Weighted-average grant-date fair value expired during the period \| € / shares	0
Weighted-average grant-date fair value outstanding at the end of the period \| € / shares	€ 65.55

Share-based payments (Details 3) - ESTI	12 Months Ended
Share-based payments (Details 3) - ESTI	Dec. 31, 2021 shares € / shares
Share-based payments
Number of shares outstanding at the beginning of the period \| shares	0
Number of shares granted during the period \| shares	544,424
Number of shares forfeited during the period \| shares	(11,403)
Number of shares vested during the period \| shares	0
Number of shares expired during the period \| shares	0
Number of shares outstanding at the end of the period \| shares	533,021
Weighted-average grant-date fair value outstanding at the beginning of the period \| € / shares	€ 0
Weighted-average grant-date fair value granted during the period \| € / shares	51.4
Weighted-average grant-date fair value forfeited during the period \| € / shares	51.4
Weighted-average grant-date fair value vested during the period \| € / shares	0
Weighted-average grant-date fair value expired during the period \| € / shares	0
Weighted-average grant-date fair value outstanding at the end of the period \| € / shares	€ 51.4

Share-based payments (Details 4) - ESOP	12 Months Ended
Share-based payments (Details 4) - ESOP	Dec. 31, 2021 shares € / shares	Dec. 31, 2020 shares € / shares	Dec. 31, 2019 shares € / shares
Share-based payments
Number of share options outstanding as at the beginning of the period	87,185	118,434	126,102
Number of share options granted during the period	0	5,691	30,084
Number of share options forfeited during the period	(1,575)	(2,438)	(836)
Number of share options exercised during the period	(2,851)	(34,502)	(36,916)
Number of share options expired during the period	0	0	0
Number of share options outstanding as at the end of the period	82,759	87,185	118,434
Number of share options exercisable as at the end of the period	69,545	55,580	50,758
Weighted-average exercise price outstanding as at the beginning of the period \| € / shares	€ 39.14	€ 34.46	€ 25.46
Weighted-average exercise price granted during the period \| € / shares	0	80.17	60.96
Weighted-average exercise price forfeited during the period \| € / shares	65.41	63.23	54.62
Weighted-average exercise price exercised during the period \| € / shares	51.45	25.37	24.85
Weighted-average exercise price expired during the period \| € / shares	0	0	0
Weighted-average exercise price outstanding as at the end of the period \| € / shares	€ 39.37	€ 39.14	€ 34.46
Number of shares outstanding at the beginning of the period	130,231	102,956	153,897
Number of shares granted during the period	0	80,572	54,481
Number of shares forfeited during the period	(3,496)	(4,318)	(1,576)
Number of shares exercised during the period	(60,145)	(48,979)	(103,846)
Number of shares expired during the period	0	0	0
Number of shares outstanding at the end of the period	66,589	130,231	102,956
Weighted-average grant-date fair value outstanding at the beginning of the period \| € / shares	€ 72.96	€ 44.2	€ 25.71
Weighted-average grant-date fair value granted during the period \| € / shares	0	80.79	60.09
Weighted-average grant-date fair value forfeited during the period \| € / shares	68.63	62	54.62
Weighted-average grant-date fair value exercised during the period \| € / shares	69.46	26.36	24.98
Weighted-average grant-date fair value expired during the period \| € / shares	0	0	0
Weighted-average grant-date fair value outstanding at the end of the period \| € / shares	€ 76.34	€ 72.96	€ 44.2

Share-based payments (Details 5) - shares	9 Months Ended	12 Months Ended
Share-based payments (Details 5) - shares	Dec. 31, 2020	Dec. 31, 2021
PSP
Share-based payments
Number of share options outstanding as at the beginning of the period	468,226	380,188
Number of share options granted during the period	0	0
Number of share options forfeited during the period	(87,929)	(72,186)
Number of share options exercised during the period	(109)	(30,469)
Number of share options expired during the period	0	0
Number of share options outstanding as at the end of the period	380,188	277,533
Number of share options exercisable as at the end of the period	13	21,189
RSP
Share-based payments
Number of share options outstanding as at the beginning of the period	15,868	9,244
Number of share options granted during the period	0	0
Number of share options forfeited during the period	(278)	(720)
Number of share options exercised during the period	(6,346)	(862)
Number of share options expired during the period	0	0
Number of share options outstanding as at the end of the period	9,244	7,662
Number of share options exercisable as at the end of the period	0	0

Share-based payments (Details 6)	9 Months Ended	12 Months Ended
Share-based payments (Details 6)	Dec. 31, 2020 shares € / shares	Dec. 31, 2021 shares € / shares
Sharesave Plans
Share-based payments
Number of share options outstanding as at the beginning of the period	29,942	18,908
Number of share options granted during the period	0	0
Number of share options forfeited during the period	(989)	(4,016)
Number of share options exercised during the period	(10,045)	(4,738)
Number of share options expired during the period	0	0
Number of share options outstanding as at the end of the period	18,908	10,154
Number of share options exercisable as at the end of the period	2,471	10,841
Weighted-average exercise price outstanding as at the beginning of the period \| € / shares	€ 54.79	€ 55.74
Weighted-average exercise price granted during the period \| € / shares	0	0
Weighted-average exercise price forfeited during the period \| € / shares	54.33	59.23
Weighted-average exercise price exercised during the period \| € / shares	47.8	55.32
Weighted-average exercise price expired during the period \| € / shares	0	0
Weighted-average exercise price outstanding as at the end of the period \| € / shares	€ 55.74	€ 61.29
DSBP
Share-based payments
Number of share options outstanding as at the beginning of the period	8,168	4,734
Number of share options granted during the period	0	0
Number of share options forfeited during the period	0	0
Number of share options exercised during the period	(3,434)	(3,156)
Number of share options expired during the period	0	0
Number of share options outstanding as at the end of the period	4,734	1,578
Number of share options exercisable as at the end of the period	1,578	0

Share-based payments (Details 8 - Textuals 1) € / shares in Units, € in Millions	12 Months Ended
	Dec. 31, 2021 EUR (€) shares € / shares d Item	Dec. 31, 2020 shares € / shares	Dec. 31, 2019 shares € / shares
LTIPs
Share-based payments
Number of grants in share-based payment arrangements \| Item	5
Number of indices	3
Period of historical volatility prior to valuation date	3 years
Period of logarithm of daily share price return prior to valuation date	3 years
Dividends are expected to be declared during vesting period \| €	€ 0
Period of yield to maturity	3 years
Number of share options exercised during the period \| shares	5,780	4,697
Weighted-average share price at the date of exercise \| € / shares	€ 46.88	€ 97.3	€ 0
Weighted average remaining assumed life of share options outstanding	7 years	8 years	8 years
LTIPs \| Bottom of range [member]
Share-based payments
Exercise prices \| € / shares	€ 0
LTIPs \| Top of range [member]
Share-based payments
Exercise prices \| € / shares	€ 54.62
LTIPs \| Managing Director
Share-based payments
Vesting period	3 years
Non-market and market performance conditions assessment period	3 years
Percentage of base fee for target award level	100.00%
Percentage of base fee for conditionally granted share options	100.00%
Number of days after annual general meeting for calculate average share price \| d	5
Number of service conditions in share-based payment arrangements \| Item	1
Period of continued employment under service conditions	3 years
Number of non-market performance conditions in share-based payment arrangements \| Item	2
Relative weight percentage of revenue growth under non-market performance conditions	37.50%
Relative weight percentage of strategic target under non-market performance conditions	25.00%
Number of market performance conditions in share-based payment arrangements \| Item	1
Relative weight percentage of Total Shareholder Return against indices under market performance conditions	37.50%
Weighted-average fair value for share options granted \| € / shares	€ 30.93	€ 101.96	€ 0
Number of share options exercised during the period	5,780	4,697	0
LTIP 2019-2021 \| Managing Director
Share-based payments
Percentage of conditionally granted share options vested	100.00%

Share-based payments (Details 9 - Textuals 2) - Short-term incentive plan (“STI”) - Managing Director	12 Months Ended
	Dec. 31, 2021 shares	Dec. 31, 2020 d € / shares shares
Share-based payments
Percentage of base fee for target level of short-term incentive plan outcome	75.00%
Period of deferral for deferred award	3 years
Description of amounts deferred vesting for deferred award	one-third
Further holding period for vested awards	2 years
Percentage of base fee for maximum level of short-term incentive plan outcome	150.00%
Percentage of financial measures under performance measures	75.00%
Percentage of non-financial measures under performance measures	25.00%
Relative weight percentage of strategic target of number of new consumers under performance measures	25.00%
Relative weight percentage of strategic target of number of active consumers under performance measures	25.00%
Relative weight percentage of strategic target of number of orders per consumer under performance measures	25.00%
Relative weight percentage of strategic target of certain personal or non-financial measures under performance measures	25.00%
Measurement period of achievement against performance measures and targets	12 months
Number of deferred shares awarded \| shares	0	13,563
Weighted-average fair value for deferred shares awarded \| € / shares		€ 77.34
Number of deferred shares are expected to be awarded \| shares		10,689
Number of trading days preceding end of financial period for calculate average closing share price \| d		5
Number of trading days after annual general meeting for calculate average share price \| d		5

Share-based payments (Details 10 - Textuals 3)	12 Months Ended
Share-based payments (Details 10 - Textuals 3)	Dec. 31, 2021 EUR (€) shares d
ELTIP
Share-based payments
Period of continued employment under service conditions	3 years
Vesting period	3 years
Number of trading days preceding grant date for calculate average closing share price \| d	5
Number of share options granted during the period \| shares	0
Cost of options granted \| €
ESTI
Share-based payments
Number of non-market performance conditions in share-based payment arrangements	2

Share-based payments (Details 11 - Textuals 4) - Employee stock ownership plan	12 Months Ended
	Dec. 31, 2021 shares yr € / shares	Dec. 31, 2020 shares € / shares	Dec. 31, 2019 shares € / shares
Share-based payments
Period of continued employment under service conditions	3 years
Contractual life of the share options \| yr	10
Number of equal parts for vesting shares		3
Vesting period		3 years
Number of share options granted during the period \| shares	0	5,691	30,084
Number of share options exercised during the period \| shares	2,851	34,502	36,916
Weighted-average share price at the date of exercise	€ 79.06	€ 81.78	€ 72.63
Weighted average remaining assumed life of share options outstanding	6 years	7 years	8 years
Bottom of range [member]
Share-based payments
Exercise prices	€ 23.37
Top of range [member]
Share-based payments
Exercise prices	€ 84.44
First year
Share-based payments
Percentage of vesting of shares and share options after grant date	0.00%
Second year
Share-based payments
Percentage of vesting of shares and share options after grant date	67.00%
Third year
Share-based payments
Percentage of vesting of shares and share options after grant date	33.00%

Share-based payments (Details 12 - Textuals 5)	9 Months Ended	12 Months Ended
Share-based payments (Details 12 - Textuals 5)	Dec. 31, 2020 shares	Dec. 31, 2021 EUR (€) shares € / shares	Dec. 31, 2020 shares € / shares
Performance Share Plan (“PSP”) and Restricted Share Plan (“RSP”)
Share-based payments
Cost of options granted \| €
Vesting period		3 years
Period of continued employment under service conditions		3 years
Number of share options granted during the period		0
Number of share options exercised during the period		31.331	6,455
Weighted-average share price at the date of exercise \| € / shares		€ 72.76	€ 98.82
Weighted average remaining assumed life of share options outstanding		8 years	8 years
Restricted Share Plan (“RSP”)
Share-based payments
Number of share options granted during the period	0	0
Number of share options exercised during the period	6,346	862
Performance Share Plan (“PSP”)
Share-based payments
Number of share options granted during the period	0	0
Target Percentage Of Vesting Under Performance Conditions		100.00%
Number of share options exercised during the period	109	30,469

Share-based payments (Details 13 - Textuals 6)	9 Months Ended	12 Months Ended
Share-based payments (Details 13 - Textuals 6)	Dec. 31, 2020 shares	Dec. 31, 2021 shares € / shares	Dec. 31, 2020 € / shares
Sharesave Plans
Share-based payments
Period of continued employment under buying conditions		3 years
Period of continued employment under service conditions		3 years
Number of share options granted during the period	0	0
Number of share options exercised during the period	10,045	4,738
Sharesave Plans \| Bottom of range [member]
Share-based payments
Exercise prices \| € / shares		€ 49.95
Sharesave Plans \| Top of range [member]
Share-based payments
Exercise prices \| € / shares		€ 59.84
Deferred Share Bonus Plan (“DSBP”)
Share-based payments
Number of share options granted during the period	0	0
Number of share options exercised during the period	3,434	3,156
Sharesave Plans and Deferred Share Bonus Plan (“DSBP”)
Share-based payments
Vesting period		3 years
Weighted-average share price at the date of exercise \| € / shares		€ 76.48	€ 94.45
Weighted average remaining assumed life of share options outstanding		1 year	3 years

Share-based payments (Details 14 - Textuals 7) € / shares in Units, € in Millions	7 Months Ended	12 Months Ended
	Dec. 31, 2021 shares € / shares	Dec. 31, 2021 EUR (€) shares yr € / shares	Dec. 31, 2020 EUR (€)	Dec. 31, 2019 EUR (€)
Equity-settled share-based payments reserve
Share-based payments
Recognised total expenses related to equity-settled share-based payment transactions		€ 81	€ 23	€ 3
Recognised social securities expense related to equity-settled share-based payment transactions		5
Cash flows related to the share options		4	1	1
Payments of taxes for share-based payment		€ 16
Grubhub rollover plans
Share-based payments
Number of unreplaced awards \| shares		0
Number of share options exercised during the period \| shares	87,426	87.426
Weighted-average share price at the date of exercise \| € / shares		€ 76.97
Weighted average remaining assumed life of share options outstanding		5 years
Vesting period of shares granted		4 years
Vesting period		10 years
Contractual life of the share options \| yr		10
Number of shares granted during the period \| shares	0	0
Grubhub rollover plans \| Bottom of range [member]
Share-based payments
Exercise prices \| € / shares	€ 0.24	€ 0.24
Grubhub rollover plans \| Top of range [member]
Share-based payments
Exercise prices \| € / shares	€ 29.04	€ 29.04

Other operating expenses (Details) - EUR (€) € in Millions	12 Months Ended
Other operating expenses (Details) - EUR (€) € in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Other operating expenses
Marketing expenses	€ 684	€ 369	€ 143
Housing expenses	21	10	4
Professional fees	91	78	54
Other staff related costs	98	36	17
IT related expenses	93	33	7
Outsourced service costs	97	47	0
Other operating expenses	80	82	9
Total other operating expenses	€ 1,164	€ 655	€ 234

Income taxes (Details) - EUR (€) € in Millions	12 Months Ended
Income taxes (Details) - EUR (€) € in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income taxes
Current tax expenses	€ (38)	€ (26)	€ (14)
Deferred tax benefits / (expenses)	46	21	(21)
Total tax recognised directly in profit or loss	€ 8	€ (5)	€ (35)

Income taxes (Details 1) - EUR (€) € in Millions	12 Months Ended
Income taxes (Details 1) - EUR (€) € in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Rreconciliation between the tax charge on the basis of the Dutch tax rate
Loss before income tax	€ (1,037)	€ (165)	€ (86)
Income tax benefit calculated at 25% Dutch income tax rate	259	41	21
Change of unrecognised deferred tax assets	(85)	(19)	(47)
Adjustments for tax of prior periods	6	2	(2)
Share based payments	(24)	0	0
Effect of non-deductible expenses	(23)	(28)	(2)
Effect of different tax rates of foreign subsidiaries	(10)	2	(7)
Impact of tax rate changes	(93)	0	0
Effect of share in results of associates and joint ventures	(22)	(4)	0
Other	0	1	1
Total tax recognised directly in profit or loss	€ 8	€ (5)	€ (35)
Reconciliation of the effective income tax rate
Income tax benefit calculated at 25% Dutch income tax rate	25.00%	25.00%	25.00%
Change of unrecognised deferred tax assets	(8.20%)	(11.50%)	(54.20%)
Adjustments for tax of prior periods	0.60%	1.20%	(2.30%)
Share based payments	(2.30%)	0.00%	0.00%
Effect of non-deductible expenses	(2.20%)	(17.00%)	(2.10%)
Effect of different tax rates of foreign subsidiaries	(1.00%)	1.20%	(7.70%)
Impact of tax rate changes	(9.00%)	0.00%	0.00%
Effect of share in results of associates and joint ventures	(2.10%)	(2.40%)	0.00%
Other	0.00%	0.60%	1.10%
Effective rate of income tax expense recognised in profit or loss	0.80%	(2.90%)	(40.20%)
Dutch income tax rate	25.00%	25.00%	25.00%

Income taxes (Details 2) - EUR (€) € in Millions	12 Months Ended
Income taxes (Details 2) - EUR (€) € in Millions	Dec. 31, 2021	Dec. 31, 2020
Current tax assets/ (liabilities)
Opening balance	€ (20)	€ (35)
Other movements	(6)	(1)
Current tax movement through equity	0	1
Additions from business combinations	17	10
Movements through goodwill	0	(1)
Income tax (refunded) or paid	53	33
Income tax (expense)/ benefit	(38)	(26)
Foreign exchange movements	2	(1)
Balance as at the end of the reporting period	€ 8	€ (20)