Prosus Statement - Opportunity to Engage With Shareholders to Discuss the Merits of Its Just Eat Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

Prosus N.V ("Prosus") (Euronext Amsterdam: PRX; JSE: PRX) welcomes the opportunity to engage with shareholders to discuss the merits of its offer. The Just Eat share price on the day before we announced our offer, even with the benefit of the premium embedded within Takeaway.com’s offer, was 589p. In our view, this price reflected the market’s disappointment in the continued weak performance of the business, as most recently evidenced in their Q3 update. This reflects the strong competitive pressures the business is facing and highlights the significant investment required to compete successfully. We intend to invest in the business in order to ensure it remains competitive. The Prosus offer of 710p is a 20% premium to the 589p Just Eat share price on the day before we announced our offer and aims to deliver value by eliminating operational execution risk and providing certainty for Just Eat’s shareholders today at an attractive premium.

Prosus also reconfirms that it does not control Delivery Hero or its investment decisions. Prosus had not disclosed its interest in making an offer for Just Eat to Delivery Hero prior to the issue of its Rule 2.7 announcement. This was separately confirmed by statements made by Delivery Hero, as reported by the media today which said "The decision to sell down Takeaway.com shares was taken by Delivery Hero's management board independently in September 2019. Delivery Hero had no knowledge of Prosus' contemplated offer to acquire Just Eat prior to the publication of the offer."

It should also be noted that the broader food delivery sector, including Delivery Hero, traded down between Delivery Hero’s announcement of the share sale and the announcement of Prosus’ offer for Just Eat.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of an offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

A copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), on Prosus's website at www.Prosus.com/investors/justeat by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of the website is not incorporated into, and does not form part of, this Announcement.

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