JEOL : Form 8.5 (EPT/RI)- Replacement of JUST EAT PLC

AMENDMENT Section (2a & 2b)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:	Morgan Stanley & Co. International plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Just Eat plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Prosus N.V.
(d) Date dealing undertaken:	31 DECEMBER 2019
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state 'N/A'	Yes - Takeaway.com N.V

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
1p ordinary	PURCHASES	1,237,265	8.4180 GBP	8.2598 GBP
1p ordinary	SALES	1,017,655	8.4180 GBP	8.3394 GBP

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
1p ordinary	CFD	LONG	34	8.3394 GBP
1p ordinary	CFD	LONG	17,434	8.3480 GBP
1p ordinary	CFD	LONG	21,602	8.3480 GBP
1p ordinary	CFD	LONG	8,364	8.3480 GBP
1p ordinary	CFD	LONG	7,878	8.3653 GBP
1p ordinary	CFD	LONG	114,831	8.3724 GBP
1p ordinary	CFD	LONG	16,539	8.3856 GBP
1p ordinary	CFD	LONG	1,527	8.3982 GBP
1p ordinary	CFD	LONG	100,000	8.4038 GBP
1p ordinary	CFD	LONG	355	8.4043 GBP
1p ordinary	CFD	LONG	598	8.4180 GBP
1p ordinary	CFD	LONG	1,298	8.4180 GBP
1p ordinary	CFD	LONG	1,088	8.4180 GBP
1p ordinary	CFD	LONG	2,350	8.4180 GBP
1p ordinary	CFD	SHORT	995	8.3482 GBP
1p ordinary	CFD	SHORT	308	8.3542 GBP
1p ordinary	CFD	SHORT	266,374	8.3768 GBP
1p ordinary	CFD	SHORT	120	8.3802 GBP
1p ordinary	CFD	SHORT	138,775	8.3843 GBP
1p ordinary	CFD	SHORT	141,030	8.3843 GBP
1p ordinary	CFD	SHORT	6,674	8.3843 GBP
1p ordinary	CFD	SHORT	8,886	8.3843 GBP
1p ordinary	CFD	SHORT	28,272	8.3843 GBP
1p ordinary	CFD	SHORT	7,123	8.3853 GBP
1p ordinary	CFD	SHORT	3,041	8.3955 GBP
1p ordinary	CFD	SHORT	250,000	8.3971 GBP
1p ordinary	CFD	SHORT	615	8.3999 GBP
1p ordinary	CFD	SHORT	1,644	8.4000 GBP
1p ordinary	CFD	SHORT	291	8.4012 GBP
1p ordinary	CFD	SHORT	486	8.4027 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Typee.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state 'none'

NONE

Date of disclosure:	03 JANUARY 2020
Contact name:	Craig Horsley
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.