Investor presentation November 2019

2

Compelling and certain value at a premium to Takeaway.com’s offer

1. Closing Price of 589p per Just Eat Share on 21 October 2019 (last business day before Prosus’s firm offer announcement) 2. Value of the Takeaway.com Offer of 594 pence per Just Eat Share based on Takeaway.com’s Closing Price of €71.00 on 21 October 2019 3. The Offer is initially open for acceptance until 1pm on 11 December 2019. MIH Food Delivery Holdings B.V. reserves the right (but shall not be obliged, other than as may be required by the City Code) at any time or from time to time to extend the Offer after such time. The latest date and time by which the Offer may be declared or become

unconditional as to acceptances is 1pm on 10 January 2020 (unless extended with the consent of the Panel).

Offer 710p per share in cash

Implied Premium:

to Just Eat’s share price on 21 October 20191 20%

to the value of the Takeaway.com offer on 21 October 20192 20%

Acceptance Condition 75%

First Closing Date 11 December 2019 3

3

Prosus can justify the premium as we are uniquely positioned to address the market opportunity and challenges faced by Just Eat

Prosus is a leading global operator and investor in Food Delivery with a proven track record

Food delivery is going through a global transformation, with own-delivery key to success

Just Eat is facing significant competitive pressure and requires investment in own-delivery, marketing, product and technology

Market is underestimating the impact of the required transformation on Just Eat’s financials

Combination with Takeaway.com would not address Just Eat’s challenges

1

2

3

4

5

4

Prosus is a leading global consumer internet group

TOP10 PURE PLAY

INTERNET STOCK

c.€100bn

MARKET capitalisation1

77 LEADERSHIP POSITIONS3

>1.5bn CUSTOMERS ACROSS4

c.90 MARKETS4

US$18bn REVENUES FY’192

30% REVENUE GROWTH FY’192

Source: Company information 1. CapitalIQ as of November 2019 2. Revenue based on economic interest basis. Revenue growth represents year-on-year organic FY’18-FY’19 growth

in local currency excluding M&A 3. Excl. leadership positions of the Group’s investments held in Ventures; information per Prosus listing prospectus 4. Information per Prosus listing prospectus

5

We helped build some of the world’s leading internet businesses

Source: Company information 1. Based on Prosus listing prospectus 2. Countries with lower than 1,000 daily unique listers (7 in total) excluded from ‘active country’ list, based on Prosus listing prospectus 3. Combined MAU of Weixin and WeChat based on Prosus listing prospectus

4. Based on latest disclosure from Delivery Hero, iFood and Swiggy 5. Based on share of mobile internet usage (as per QuestMobile), based on Prosus listing prospectus

Food Delivery

More than

1bn3

Weixin and WeChat users

#1 online

platform in China5

Operations in

18 markets1

Over 900m transactions processed1

>US$30bn total payment value1

A global leader in classifieds

38 Countries2

350m users1

36 market leading

positions across 44

countries4

>650k4

restaurant partners

>4bn

people covered4

6

Prosus’s portfolio companies are leaders in their markets…

A leader in India

>130k restaurant partners

In >500 cities

>130k restaurant partners

In >800 cities

20m monthly orders

A leader in Brazil A leader in 34 of 41 countries

c.390k restaurant partners

In >4,000 cities

Covering 1.2bn people

>20% own-delivery orders >95% own-delivery orders 40% own-delivery orders1

1. Q3 2019 delivery order mix

c.210k own-delivery partners

7

…and exhibit superior growth

1. FY2019 vs FY2018 for Swiggy (latest publicly disclosed information); six months ended in June 2019 vs June 2018 for iFood

2. Q3 2019 vs Q3 2018 for Delivery Hero, Takeaway.com (adjusted for acquisition of assets in Germany and Israel), Yume no Machi (quarter ending 31 August), Just Eat, Grubhub; Meituan Q2 2019 vs Q2 2018 (latest reported)

Order growth1,2

+10%

Swiggy iFood Delivery Hero Meiutan Yume Takeaway.com Just Eat Grubhub

Prosus portfolio

+10% +16% +21%

+122%

+320%

+92%

+35%

+22%

8

The food sector is evolving rapidly, moving from marketplace to own-delivery and beyond. We are at the forefront of this transformation

Customer needs

Broader restaurant selection

Increased food variety

Faster and more reliable delivery times

Better delivery experience

Restaurant needs

Wider customer base

Improved kitchen utilisation

Reliable delivery partner

Meaningful incremental revenue

…best addressed by innovative, own-delivery focused model

+

Significantly expanded TAM

Increased control over customer experience

Stronger value added to restaurants

Focus on continuous innovation, including cloud kitchens, private brands etc.

9

Mar-14 Dec-14 Sep-15 Jun-16

0%

20%

40%

60%

80%

YoY order growth EBITDA margin

Mar-14 Dec-14 Sep-15 Jun-16

0%

20%

40%

60%

80%

YoY order growth EBITDA margin

Historically, Just Eat had an excellent financial profile and leading portfolio…

Source: Company disclosure 1. Just Eat FY16 results presentation

31%

53% 52%

34%

No.1 in 13 of 13 geographies1

United Kingdom Group

51%

19%

38%

50%

10

…but intensified competition from own-delivery challengers in the UK…

1. Based on respective shares of Just Eat, Deliveroo and Uber Eats (source: SimilarWeb, data on Android platform) 2. Based on respective shares of Just Eat, Deliveroo and Uber Eats (source: Google Trends)

London share of Google search interest2

0%

25%

50%

75%

100%

91%

0%

25%

50%

75%

100%

Nov-16 Nov-19 Nov-16 Nov-19

43%

50% 53%

UK share of daily average users1

UK share of app downloads1

Nov-19

85%

45%

0%

25%

50%

75%

100%

Nov-15

11

…and across other core markets…

Source: Google Trends

1. Based on respective shares of Just Eat, Deliveroo, Uber Eats and Glovo

2. Menulog in Australia, Alloresto in France for historical data

2

0%

25%

50%

75%

100%

32%

98%

51%

96%

41%

94%

19%

79%

Nov-19 Nov-19 Nov-19 Nov-19 Nov-15 Nov-15 Nov-15 Nov-15

Australia share of Google search interest1

Italy share of Google search interest1

Spain share of Google search interest1

France share of Google search interest1

12

Mar-14 Feb-15 Jan-16 Dec-16 Nov-17 Oct-18 Sep-19

0%

20%

40%

60%

80%

YoY order growth EBITDA margin

35%

8%

…resulted in weakening financial performance and loss of leadership positions

Source: Company disclosure 1. Just Eat’s position in Switzerland unclear based on public disclosure

No.1 in 7/8 of 13 geographies1

Mar-14 Feb-15 Jan-16 Dec-16 Nov-17 Oct-18 Sep-19

0%

20%

40%

60%

80%

YoY order growth EBITDA margin

16%

16%

51%

19%

38%

50%

Marketplace order growth of 3.8%

in H1 19

Group United Kingdom

Other position:

13

Just Eat’s global peers have been impacted by similar challenges

Sources: Company filings, CapitalIQ as of 08/11/2019, Google Trends 1. USA and Japan, based on respective shares of search interest for selected companies (Source: Google Trends) 2. 2019 guided EBITDA estimate based on mid point of guidance range for Q4 ($15-25m) and actual Q3 2019 last 9 months EBITDA 3. Rebased to 100 (November 2018)

Share of Google search interest decline1 Margin compression LTM share price reaction3

Grubhub Doordash Uber Eats Postmates

Yume No Machi Uber Eats

9% 2019 guided EBITDA margin

decline vs 2018A2

16% 2019A operating profit margin

decline vs 2018A

Nov-18 Nov-19

Nov-18 Nov-19

20

40

60

80

100

-61%

-57%

20

40

60

80

100

0%

25%

50%

75%

100%

0%

25%

50%

75%

100%

Nov-16 Nov-19

Nov-16 Nov-19

14

Prosus has proven ability to support own-delivery led transformation, as demonstrated in Brazil (in partnership with Just Eat)

Significant multi-year

investment led by Prosus

($400m announced in 2018)

Built out own-delivery capabilities from

scratch in 1 year, reaching >20%

own-delivery order share and growing

Top line growth accelerated to

122% in H1 2019

Positive market share dynamics

Source: Company information

iFood market leading

incumbent in Brazil

100% marketplace

Proven profitability

Pressure from aggressive own-

delivery challengers Rappi and

Uber Eats led to market share

loss

Before After

15

Just Eat requires substantial investment in own-delivery, marketing, product and technology

1. Own-delivery orders excluding Canada in H1 2019

2. Prosus and Innova Capital have committed to invest $400m of new capital into Movile to use for further investment in iFood’s growth, product development and geographical expansion

3. Q2 2019 delivery order mix

4. Q3 2019 delivery order mix

5. Including €250m investment announced in December 2018 following the sale of German assets to Takeaway.com and additional €100m investment in H2 2019 announced in June 2019. In August 2018, Delivery Hero announced €80m planned investment in growth initiatives in H2 2018

€350m $200m+

Investment in marketing and delivery in 2018

$100m

£51m Investment in strategic

growth initiatives in 2018

4.9% own-delivery

H1 2019

Invested by shareholders in 2018

$400m multi-year

investment programme announced2

Announced investment in strategic growth initiatives

in 20195

16

51% 49%

40% 42%

44%

2017 2018 2019E 2020E 2021E

28%

21%

17% 18% 20%

2017 2018 2019E 2020E 2021E

Economic impact from the required transformation is underestimated

1. Just Eat consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Just Eat’s H1 2019 Results statement) as of 8 November 2019 (the last practicable date prior to the publication of the Offer Document) and includes group level estimates from the following analysts(excluding connected advisors): Arete Research Services (04 November 2019), Barclays (01 August 2019), Berenberg (09 August 2019), Credit Suisse (22 October 2019), Exane BNP Paribas (30 October 2019), HSBC (22 October 2019), Investec (18 September 2019), Jefferies (13 August 2019), Liberum (23 October 2019), Macquarie (02 October 2019), Numis Securities (31 October 2019), Peel Hunt (21 October 2019), RBC Capital Markets (24 October 2019). Group EBITDA margin is calculated as consensus group EBITDA divided by consensus group revenue. The minimum / maximum / arithmetic mean group EBITDA margin per the consensus is as follows: 2019: 10.2% / 18.9% / 17.0%, 2020: 14.9% / 20.0% / 18.2%, 2021: 16.1% / 23.8% / 20.0%. In accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Just Eat.

2. The Just Eat consensus UK EBITDA margin forecast comprises those analysts from the list in footnote (1) that have published EBITDA margin forecasts for the UK. These analysts are: Barclays (01 August 2019), Credit Suisse (22 October 2019), Jefferies (13 August 2019), Liberum (23 October 2019), Numis (31 October 2019). UK EBITDA margin is calculated as consensus UK EBITDA divided by consensus UK revenue. The minimum / maximum / arithmetic mean UK EBITDA margin per the consensus is as follows: 2019: 39.9% / 40.5% / 40.2%, 2020: 38.8% / 45.1% / 41.5%, 2021: 42.0% / 47.0% / 44.1%

…is not reflected in the current market consensus forecasts Economic impact of the urgent transformation required…

Revenue per order should increase from higher commission and delivery fees

Gross Profit and EBITDA margins should decrease given incremental delivery and other costs

Capital requirements should increase due to requirement to build logistics infrastructure

Group EBITDA Margin1 UK EBITDA Margin2

Actuals Forecasts

Transformation impact is

underestimated

Transformation impact is

underestimated

17

Takeaway.com trading near all-time highs with outlier valuation

Source: FactSet, CapitalIQ, Company information

1. Data as of 8/11/2019, market data and GrubHub and Delivery Hero consensus from Capital IQ. Enterprise values calculated as per offer document.

2. Just Eat consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Just Eat’s H1 2019 Results statement) as of 8 November 2019 (the last practicable date prior to the publication of the Offer Document) and includes group level estimates from the following analysts(excluding connected advisors): Arete Research Services (04 November 2019), Barclays (01 August 2019), Berenberg (09 August 2019), Credit Suisse (22 October 2019), Exane BNP Paribas (30 October 2019), HSBC (22 October 2019), Investec (18 September 2019), Jefferies (13 August 2019), Liberum (23 October 2019), Macquarie (02 October 2019), Numis Securities (31 October 2019), Peel Hunt (21 October 2019), RBC Capital Markets (24 October 2019). The minimum / maximum / arithmetic mean 2020 group revenue per the consensus is as follows: £1,191m / £1,458m / £1,279m. In accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Just Eat.

3.Takeaway.com consensus comprises all analyst notes available to Prosus since 31 July 2019 (the date of Takeaway.com’s H1 2019 Results statement) as at 8 November 2019 (the last practicable date prior to the publication of the Offer Document) and includes group level estimates from the following analysts (excluding connected advisors): Barclays (09 October 2019), Credit Suisse (October 2019), Deutsche Bank (09 October 2019), Exane BNP Paribas (30 October 2019), HSBC (23 October 2019), ING Bank (09 October 2019), Jefferies (09 October 2019), Macquarie, (18 October 2019) and RBC Capital Markets (09 October 2019).The last day before commencement of the Just Eat offer period. The minimum / maximum / arithmetic mean 2020 group revenue per the consensus is as follows: €509m / €589m / €554m. In accordance with Rule 28.8(c) of the City Code, the consensus estimates are not shown with the agreement or the approval of Takeaway.com

4. Takeaway.com consensus target price comprises all analyst notes detailed in footnote 3. The minimum / maximum / arithmetic mean target price is as follows: €70.00 / €105.00 / €85.58. in accordance with Rule 28.8(c) of the City Code, the target prices are not shown with the agreement or the approval of Takeaway.com.

5. The last day before commencement of the Just Eat offer period

+10% (5) +16%

(2)

(2) +35%

(4)

8.4x

3.9x 3.6x

2.4x

97.2%

78.9%

71.4%

50.9%

Broker consensus target price is only a 2.4%4 premium to the unaffected

share price

Share price as of 26 July 2019 as % of all-time high5 Enterprise Value / 2020E revenue1,2,3

18

Compelling and certain value at a premium to Takeaway.com’s offer

Prosus is a leading global operator and investor in Food Delivery with a proven track record

Food delivery is going through a global transformation, with own-delivery key to success

Just Eat is facing significant competitive pressure and requires investment in own-delivery, marketing, product and technology

Market is underestimating the impact of the required transformation on Just Eat’s financials

Combination with Takeaway.com would not address Just Eat’s challenges

1

2

3

4

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If you require any further information, please visit our website www.prosus.com or alternatively email Eoin Ryan (Head of Investor Relations) at InvestorRelations@prosus.com