Non-US Investors

Offer (the “Offer”) by Takeaway.com N.V. (the “Company”) for Just Eat plc (“Just Eat”)

IMPORTANT DISCLAIMER:

THE CONTENTS OF THIS MICROSITE (THE “MATERIALS”) ARE BEING MADE AVAILABLE BY THE COMPANY IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OR INTENDED TO BE ACCESSIBLE BY, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), “U.S. PERSONS”) OR PERSONS LOCATED OR RESIDENT IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE “UNITED STATES”), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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Overseas Persons

 

These Materials have been prepared by the Company for information purposes only and do not constitute or form part of an offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities mentioned in the Materials (the “Securities”) in any jurisdiction in which any such offer or solicitation would be unlawful. The information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, to U.S. Persons or in or into the United States, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. Neither the Materials nor any part of them constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, New Zealand or South Africa. Potential users of this information are requested to inform themselves and to observe any such restrictions. Viewing the information in these Materials may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information.

This notice is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There will be no public offering of the Securities in the United States.

The Securities have not been and will not be registered under the Securities Act or registered or qualified under the securities laws of any state or jurisdiction of the United States, and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

The Securities will not be registered under applicable securities laws of any state, province, territory, county or jurisdiction of Australia, Canada, Japan, New Zealand or South Africa. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

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