Just Eat Takeaway.com N.V.

Hello everyone and welcome to JustEatTakeaway.com fiscal year 2024 results call. Please note that this call is being recorded. After the speaker's prepared remarks, there will be a question and answer session. If you'd like to ask a question during that time, please press star followed by one on your telephone keypad. Thank you. I'd now like to hand the call over to Yitzhak Grunf, Chief Executive Officer. You may now begin.

Thank you, operator. Good morning, everybody, and welcome to this analyst and investor conference call. My name is Jitse Goen. I'm the founder and CEO of JustlyTakeaway.com, and I'm joined here by Juerg Gerbig, our COO, Maite Oosterveld, our CFO, and Andrew Kenney, our CCO. Today, along with our 2024 full year results, we are delighted to announce that we have reached an agreement on a recommended public offer by process for issued and outstanding shares in the capital of Justeetakeaway.com. On our corporate website, you can download our press release and the slides for this analyst and investor conference call. Before we get started, I want to thank you all for the time, investment and support over the years. Since launching in 2000, we have significantly grown the company, both organically and through M&A, to become a leading global on-demand food delivery platform. I am very proud of what we have created, and we are excited to be embarking on this next step of the journey through a combination with Process, a leading European technology company sharing many of our values and whose culture we respect. We will briefly walk you through several pages and then shift to answering your questions. Regarding the question and answer session, as a reminder, we would request that each analyst ask one question only. Please follow me to slide four. On the transaction, Justeetakeaway.com and Prozos have reached agreement on a recommended €20.30 per share or cash offer by Prozos for all issued and outstanding shares in the capital of Justeetakeaway.com. This represents an attractive cash premium of 63% to Just Eat Takeaway.com's closing share price on 21 February 2025. The offer values 1% of the shares at approximately €4.1 billion. JustEatTakeaway.com will be well positioned to strengthen its brands, enhance operations and drive future growth well beyond the standalone potential with processes, investment, technology and fast sector expertise. Justeetakeaway.com and Prozos have also agreed to a robust set of non-financial covenants. Our management board and supervisory board unanimously support the offer, and I and other board members holding a combined 8.1% of the shares have provided irrevocable undertakings in relation to the offer. As I mentioned, the offer of 20 euros and 30 cents in cash per share represent a premium of 63% to the company's closing share price on 21 February 2025 and a 49% premium to the three-month VWAP prior to announcements. Our boards believe that process has made a compelling offer, which represents an attractive cash premium to our shareholders, favorable non-financial covenants and commitments in respect of deal certainty. If a bona fide Third party makes an offer which, in the reasonable opinion of the board, is more beneficial than the current offer. And this exceeds the consideration by 10%. JustyTakeaway.com can terminate the current agreement unless process matches such superior offer. If the merger agreement is terminated in the event JustyTakeaway.com agrees to a superior offer or because of an adverse board recommendation change, JustyTakeaway.com shall pay process an amount of €41 million. If the merger agreement is terminated in the event regulatory clearances are not obtained, process shall pay the company an amount of up to €410 million. On slide 6, we have summarized the strategic rationale. Since our launch in 2000, we have significantly grown our business, both organically and through M&A, to become a leading global on-demand food delivery company. Our objective has been to build and extend large-scale and sustainably profitable positions in our countries, enhancing propositions to consumers in collaboration with our partners. After having recently streamlined our portfolio by divesting our U.S. assets to sharpen our focus on core positions, we are now transitioning from a period of portfolio optimization and a drive for efficiency to a new phase of growth acceleration and platform investments. As a leading global food delivery investor and operator with a proven track record in successfully scaling e-commerce platforms, Process is well positioned to invest in and accelerate growth at Just Eat Takeaway.com to unlock value well beyond its standalone potential. Transaction provides an opportunity to couple Process's investment expertise, tech and AI capabilities and innovation mindset with Just Eat Takeaway.com's brand strength and solid fundamentals. We will now move to the full year 2024 results. On slide eight, our key messages are that we have met our guidance for 2024 with constant currency GDP growth excluding North America of 2%, adjusted EBITDA of €460 million, and a free cash flow amounting to €104 million. That excluding Grubhub, our full year adjusted EBITDA was €313 million, and we generated a free cash flow of €101 million. following the sale of drop up 85 of gtv was from our growing and profitable europe and uk and ireland segments the end that we are increasing investment in europe and the uk and ireland to further accelerate growth and lastly that we issue guidance for 2025 for gtv growth and just a deeper down free cash flow please follow me to slide 10 where we summarize the 2024 guidance We've met our guidance for the year and on the following slides, I will quickly take you through the three items individually. Turning to slide 11. Our GTV grew 2% year-on-year in constant currency for the group, excluding North America, in line with the 2024 guided range. GTV for the group amounted to €26.3 billion in 2024, which is down 2% compared with last year or minus 1% reported. Moving to the next slide, on the left-hand side, you can see that the adjusted EBITDA for the group was €460 million in 2024, which is a €121 million improvement compared with 2023. The adjusted EBITDA margin as percentage of GDP for the group further improved to 1.7%. On the right-hand side, our free cash flow before changes in working capital is provided. Maite will provide more details in her section of this presentation, but I would like to point out that, mainly driven by the increase in adjusted EBITDA, we significantly improved free cash flow and generated €104 million in 2024, up €156 million compared with last year. Moving to slide 13. We've completed the rollout of our single global app across all target markets. This new app substantially improves the user experience, accelerates innovation, and significantly improves speed to market of exciting new product features like the JetPlus free delivery proposition, group ordering functionality, an AI assistant, and those were all launched last year. We continue to make progress in the choice we offer to consumers, adding a huge variety of new partners to offer the widest possible selection for consumers anytime and anywhere. 2024 was a strong year for new partner acquisition, increasing the overall number of partners by 10%, including further expansion in new verticals such as grocery, electronics, and pharmacy, with online retailers up 48% compared with a year ago. On the next slide, we show that the combination of portfolio action and structural cost reductions have put the business on a stronger footing. In January, we completed the drop-up sale to Wonder Group, Following the sale of our US operations, justytakeaway.com has become a more focused business. Following comprehensive business reviews and in line with our disciplined portfolio management approach, we ceased operations in New Zealand and France in 2024. On the right-hand side, we have kicked off a transformation of the cost base with several major initiatives. We have made changes to a number of teams across multiple countries as part of our mission to fuel sustainable growth for the future. While decisions like these are never easy, it is a necessary step we have needed to make to ensure that we have the right resources and organizational structure in place to drive sustainable growth and enhance operational efficiencies. In addition, we made meaningful progress in our delivery efficiency to reduce delivery cost per order with the simplification of our delivery operation and further improvement in order pooling through new algorithms. Moving to our revised reporting on the operating segments. Following the completion of the sale of Grubhub in January, we have reassessed the operating segmentation to better align with how we intend to run operations internally. In fact, retrospectively from 1 January 2025, we will report in the following three regional segments. Europe, which is comprised of Austria, Belgium, Bulgaria, Denmark, Germany, Italy, Luxembourg, Poland, Slovakia, Spain, Switzerland, and the Netherlands. UK and Ireland, which is unchanged to our previous segmentation, and the rest of the world, which consists of Australia, Canada, and Israel. 85% of GTV comes from our Europe and UK and Ireland segments. If you follow me to slide 16, you'll see these two segments are both growing and profitable. In the appendix of this presentation, we have included the historical KPIs based on the new segmentation, which will help you in updating your financial models. Please turn to the next slide. After having significantly improved the profitability of the business in the past years, we are now focused on accelerating the growth pace of the business on the back of increased investments. Funded through cost efficiencies and retail media and pricing, we will invest an additional €150 million in Europe and the UK and Ireland in 2025 to drive growth in the coming years. We have four key opportunity areas to accelerate this investment. The first one is to expand logistics coverage. Our aim is to be able to deliver whatever, whenever, whenever, whatever, wherever, whenever enabled through our extensive logistics network with hundreds of thousands of couriers delivering on our behalf. We will further strengthen our logistics coverage by expanding delivery zones, entering new cities and extending opening hours. We will grow supply and new verticals by further enhancing our grocery proposition, and we will continue to expand our choice in adjacent retail categories, including pet care, pharmaceuticals, flowers, and entertainment. We will also accelerate marketing, pricing, and promotion, and our aim is to continue to provide the best value to our consumers and partners. We will focus on offering great value through targeted marketing, pricing, and promotional initiatives, whether that be through free delivery and stamp cards or partner-funded campaigns. We will develop and scale loyalty and subscription. We have successfully launched a new Just Eat Plus loyalty program in December to enhance our customer value proposition. It will deliver value to our consumers while it will also improve performance in terms of consumer retention and order frequency. Just Eat Plus is our new subscription offering, providing free delivery along with additional savings and exclusive deals, delivering more value than just free delivery. Our unified platform will enable each of the areas through accelerated underlying tech capabilities and enhanced product experience. And with that, I hand over to Maite for the financial results.

Thank you, Jits, and good morning to everyone. Before I share the financial results, I want to explain that you will have noticed that we published unaudited financials today because we brought our financial information up forward by two days. We expect to issue full audited financials and the full annual report this Wednesday, where you will receive more detail and IFRS reconciliation. In this next section, I will focus on the company excluding Grubhub. Please follow me to slide 20, where I take you through our financials, excluding Grubhub. Total revenue in 2024 was 3.5 billion, which was stable compared to 2023. But more importantly, we made further significant improvements in our revenue less order fulfillment cost per order, which increased by 10% in 2024 compared with last year, mainly driven by delivery model simplifications. This was a key driver of the improvements in adjusted EBITDA, which grew 28% year on year to €313 million. As a percentage of GTV, the adjusted EBITDA margin improved to 1.7%. Moving to slide 21. On the next slide, we bridge adjusted EBITDA to free cash flow, excluding Grubhub, with the largest drivers being our capital expenditure, leases and cash taxes. As you can see, excluding Grubhub, we had net interest income. Overall, we significantly improved our free cash flow before changes in working capital to 101 million euros. On slide 22, we bridge cash balance from year end 2023 to full year 2024. Cash and cash equivalents amounted to €1.3 billion at 31 December 2024 in comparison to €1.7 billion at 31 December 2023. As you can see, the decrease in cash position was the result of the repayment of borrowings and the share buyback programs. Before the repayment of convertible bonds of €250 million, and cash outflow in relation to the share buyback programs of €203 million. Cash flow was positive €30 million in 2024. On slide 23, some more information about the combined share buyback programs which were launched in the past two years. On this slide, we summarized the combined results of these three share buyback programs that have been launched in the prior two years. So far, we have repurchased 33.5 million shares at an average share price of €13.34, totalling €447 million. As part of today's announced offer, we will pause our current share buyback programme, where there was only €3 million left. Turning to slide 24, where we see our cash balance and debt maturity profile. We remain well financed, and this strength allows us to make balanced investments into the business, as well as decisions on our capital structure. Let me then finalize on page 25. before I get to the guidance. On this page, we provide a table to bridge from adjusted EBITDA to free cash flow. We expect free cash flow before working capital to be broadly stable in 2025 versus 2024 at approximately 100 million euros. The higher expected adjusted EBITDA is offset by higher cash taxes and an elevated level of non-recurring items. We remain disciplined in managing our spend and maximizing income on items which sit below adjusted EBITDA in the P&L. And then finally, moving to the slide where we issue our guidance for 2025. We expect content currency GTV growth, excluding rest of world segments, to be in the range of 4% to 8% year over year. We expect to deliver an adjusted EBITDA in the range of €360 to €380 million. We expect free cash flow before changes in working capital of approximately €100 million. And we confirm our long-term target of the group of adjusted EBITDA margin in excess of 5% GTV. And with that, I hand it back to Jitsen for the conclusion of this presentation.