Just Eat Takeaway.com N.V.
Oosterdoksstraat 80
1011 DK Amsterdam
The Netherlands
Just Eat Takeaway.com N.V. Annual Report 2021
Annual
Report
2021
About this report
This annual report is available as a PDF, on our website justeattakeaway.com and as a limited
print version. The PDF/print version of this annual report has been prepared for ease of use and
does not contain ESEF information as specified in the Regulatory Technical Standards on ESEF
(Delegated Regulation (EU) 2019/815). The official ESEF reporting package is available via Just Eat
Takeaway.com’s website at www.justeattakeaway.com. In case of any discrepancies between
this PDF version and the ESEF package, the latter prevails.
Forward-looking statements
This annual report may contain forward-looking statements. These statements are only
predictions and are not guarantees. Actual events or the results of our operations could differ
materially from those expressed or implied in the forward-looking statements. Forward looking
statements are typically identified by the use of terms such as “may”, “will”, “should”, “expect”,
“could”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “continue”, “predict”, “potential” or
the negative of such terms and other comparable terminology. The forward-looking statements
contained herein speak only as of the date they are made. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Actual results may differ materially from those
expressed in these forward-looking statements, and you should not place undue reliance on
them. For a discussion of factors that could cause future results to differ from such forward-
looking statements, see also the section ‘Risk Management’ of this annual report. You will be
solely responsible for your own assessment of the market and the market position of Just Eat
Takeaway.com and you will conduct your own analysis and be solely responsible for forming your
own view of the potential future performance of Just Eat Takeaway.com’s business. This
document does not constitute or form part of, and should not be constructed as, an offer or
invitation to subscribe for or purchase any Just Eat Takeaway.com securities.
Market and Industry Data
References to market share and position are Just Eat Takeaway.com’s estimates based on the
latest available data from a number of internal and external sources. Sources used by Just Eat
Takeaway.com include: data and web traffic monitoring (Google Trends from Google Inc and
Total web and mobile visits from Similarweb), app download and use data (App Annie), credit
card use data (Cardlytics) and email receipt analysis (Fox Intelligence), and inhabitant numbers
(Michael Bauer Research GmbH). While we believe that the publicly available information and
industry publications we use are reliable, we have not independently verified market and
industry data from third-party sources. Moreover, while we believe our internal surveys are
reliable, they have not been verified by any independent source.
Colophon
Just Eat Takeaway.com N.V.
Oosterdoksstraat 80
1011 DK Amsterdam
The Netherlands
Realisation:
Just Eat Takeaway.com N.V.
Domani B.V., The Hague, the Netherlands
Sturnis 365 S.r.l., Milan, Italy
01 The Company
4 Highlights 2021
5 At a glance 2021
7 Message from the CEO
10 Company profile
10 Who we are
11 Our business model
14 History
15 Our Segments
02 Report of the
Management Board
28 Our Strategy
30 Our Product and Technology
35 Our Brand
39 Our Operations
44 Our Stakeholders
44 Our Consumers
45 Our Partners
46 Our People
52 Our Responsible business and Sustainability approach
61 Our Shareholders
66 Our performance in 2021
67 Performance review
71 Financial review of 2021
76 Financial Statements review - on an IFRS basis
81 Statements by the Managing Directors
03 Governance
86 Management Board and Supervisory Board Composition
93 Report of the Supervisory Board
102 Report of the Remuneration & Nomination Committee
106 Remuneration in 2021
119 Governance and compliance
136 Report of the Audit Committee
141 Risk management
155 Privacy of our stakeholders
04 Financial Statements
161 Consolidated statement of profit or loss and
other comprehensive loss
162 Consolidated statement of financial position
164 Consolidated statement of changes in equity
165 Consolidated statement of cash flows
167 Notes to the Consolidated financial statements
244 Company statement of profit or loss
245 Company statement of financial position
246 Notes to the Company financial statements
05 Other Information
253 Independent auditor’s report
263 Three-year key figures
266 Just Eat Takeaway.com address
267 Glossary
1
Just Eat Takeaway.com Annual Report 2021
Table of contents
2
01
The Company
3
Highlights 2021
Processed 1.1billion Orders from 99million Active Consumers
Completed the acquisition of Grubhub in the United States
Announced several on-demand convenience grocery delivery
partnerships globally and Skip Express Lane fulfilment centres
being rolled out nationally in Canada
Launched our ambitious Responsible Business and
Sustainability framework and published our carbon footprint
The Grubhub and Just Eat businesses were consolidated on an IFRS basis from 15 June 2021 and 15 April 2020 respectively. The figures in the parts 01-03 (The Company, Report of the Management Board and Governance) of this annual report, unless
stated otherwise, are presented as if the combinations were completed on 1 January 2019 to provide comparable information on a combined basis. The Acquired German Businesses were consolidated into Just Eat Takeaway.com from 1 April 2019.
Bistro.sk was consolidated into Just Eat Takeaway.com from 30 September 2021. The combined figures do not reflect the operations or results of the Acquired German Businesses and Bistro.sk prior to 1 April 2019 and 30 September 2021
respectively.
Due to rounding, amounts in the tables may not add up precisely to the totals provided. Percentages used are based on unrounded figures.
4
Just Eat Takeaway.com Annual Report 2021
Highlights 2021
Partners
634k
Active Consumers
99m
Orders
1.1bn
Delivery share
44%
Gross Transaction Value (GTV)
€28.2bn
Active in
25 countries
At a glance 2021
Just Eat Takeaway.com Annual Report 2021
At a glance 2021
5
“ Profitability is in our DNA,
and we are uniquely
positioned by owning so
many highly-profitable
positions already”
– Jitse Groen, CEO
6
Dear reader,
2021 was another year of strong growth, despite a challenging environment
due to the Covid-19 pandemic. We continued the integration of Just Eat and
Takeaway.com, and Grubhub joined our business in June. Just Eat
Takeaway’s platform for future growth is in an even stronger position than
when we started the year, and we expect that our improved scale and
position will strengthen our leadership positions and profitability going
forward.
Following the combination of Just Eat and Takeaway.com in 2020, we have
continued to invest significantly in the legacy Just Eat markets. This has led to a
dramatic increase in our rate of growth, with orders now six times higher than
what they were nearly two years ago. Our investments in the UK business,
already the largest food delivery platform in Europe, translated into this part of
our business more than doubling in size during the pandemic. As another
example, we also saw impressive growth in our Australian business.
Highly profitable legacy Takeaway.com markets like Germany and the
Netherlands have continued to grow, and we are confident that we will further
increase the size and profitability of these fantastic businesses in the year(s)
ahead.
In June 2021, we completed the all-share transaction of Grubhub in the US.
While Grubhub has some specific issues today, it is a large and growing business
with good underlying profitability. While we have a clear improvement plan to
refocus on key strongholds, we are continuing to explore opportunities with
several potential strategic partners to further strengthen Grubhub’s position in
the US.
Message from
the CEO
7
Just Eat Takeaway.com Annual Report 2021
Message from the CEO
During the past year, we have evolved to become more of a hybrid food delivery
platform, with a very significant Delivery share alongside our impressive
marketplace business. We are working relentlessly to enhance our technology
and increase the efficiency of our algorithms and we made great progress in
2021. While Delivery, excluding fee caps, is already profitable in Canada and the
United States, scale is very important to ensure Delivery also becomes
profitable in Europe. We are well advanced in our objective to achieve such
scale, and in combination with our marketplace network, we believe we are
uniquely positioned. We have also started to diversify our Delivery network by
adding a convenience offering, which will be further developed in the coming
period.
Our sponsorship of both the UEFA Euro 2020
™
football tournament in the
summer of 2021, and of the UEFA Champions League have helped to further
establish us as a major household brand in many of the countries in which we
operate.
I would like to thank our staff, couriers, consumers, partners, shareholders,
Supervisory Board and works councils, for their ongoing support to achieve our
vision ‘to empower every food moment’.
2022 will be a crucial year for our industry. We expect to see more rational
behaviour in the sector and a further market rotation towards profitability,
both of which will be beneficial for Just Eat Takeaway.com. Profitability is in our
DNA, and we are uniquely positioned by owning so many highly-profitable
positions already. The team is working hard to make 2022 a successful year for
both the Company and our stakeholders.
Jitse Groen
CEO and founder
Just Eat Takeaway.com
8
Just Eat Takeaway.com Annual Report 2021
Message from the CEO
9
Company profile
Who we are
Just Eat Takeaway.com is a leading global online food delivery marketplace,
connecting nearly one hundred million consumers with 634 thousand local
partners through our apps and websites, and with leading positions in attractive
markets. As per 31 December 2021, Just Eat Takeaway.com operated in 23
markets divided in four reporting segments: North America (Canada and the
United States), Northern Europe (Austria, Belgium, Denmark, Germany,
Luxembourg, Norway, Poland, Switzerland, Slovakia and the Netherlands),
United Kingdom and Ireland; and Southern Europe and Australia & New Zealand
(ANZ) (Australia, Bulgaria, France, Israel, Italy, New Zealand, Portugal, Romania
and Spain). In addition, we operate through partnerships in Brazil and Colombia.
Just Eat Takeaway.com began operating in 2000 in the Netherlands when
founder and CEO, Jitse Groen, launched the online food delivery marketplace
under the brand thuisbezorgd.nl and expanded rapidly both in the Netherlands
and internationally, building European and then global scale through a blend of
strong organic and acquisitive growth.
Our proposition benefits both consumers and partners. We offer consumers the
ability to order from a large selection of local restaurants, grocers and specialty
retailers, enabled through our apps and websites, and delivered rapidly by our
network of couriers. For restaurants and other partners, we provide access to
our large pool of Active Consumers, our brand strength and presence, and our
Delivery capabilities – allowing them to increase their orders and grow their
business.
Just Eat Takeaway.com is a leading global
online food delivery company, connecting
tens of millions of consumers with their local
partners, and benefitting from an attractive
business model with powerful network
effects.
10
Just Eat Takeaway.com Annual Report 2021
Company profile
In 2021, Just Eat Takeaway.com processed 1.1 billion Orders for our partners,
facilitating €28.2 billion in Gross Transaction Value (GTV). On average, Just Eat
Takeaway.com had 20 thousand full-time equivalent employees (FTE) in 2021,
of which almost 7 thousand represent the full-time equivalent of our employed
couriers.
The shares of the Company are listed and traded on Euronext Amsterdam (AMS:
TKWY) and its CREST depository interests (CDIs) are listed and traded on the
London Stock Exchange (LSE: JET). The Company’s American Depositary Shares
(ADSs) began trading on Nasdaq on 15 June 2021 (Nasdaq: GRUB).
Our business model
Just Eat Takeaway.com’s core business model connects consumers with
partners, enabling the consumer to order and pay for a meal through our apps
or websites, which is then delivered to the consumer or collected by them in
person (Fig. 1). We offer two primary models of fulfilment – our marketplace
model where participating partners deliver the food themselves, and our
Delivery model where we use our courier network to deliver orders.
For consumers, our proposition provides a simple way to order and pay for food,
and Just Eat Takeaway.com aims to offer the best user experience by providing
a large and varied selection of cuisines, broad restaurant choice, an easy-to-use
and engaging product interface, seamless payment processes, and transparent
order-tracking features.
For partners, Just Eat Takeaway.com offers access to a wide consumer-base and
provides publicity at a relatively low cost, allowing partners to broaden their
reach beyond local marketing and generate incremental orders.
In addition, we provide partner delivery services, primarily through our own
Delivery solutions but also through selected third-parties in some markets.
Our business is primarily a business-to-consumer (B2C) operation, but Just Eat
Takeaway.com is also investing in business-to-business (B2B) solutions allowing
corporates to offer their employees (partially) subsidised food orders and to
remove complicated expense processes.
We derive our revenue principally from the commissions we charge partners
based on the value of the food ordered through our platforms and, to a lesser
extent, from other services such as payment services, sales of merchandise and
packaging, and promoted placement. In addition, we also derive revenue from
fees charged directly to consumers, including delivery fees for orders where
Just Eat Takeaway.com is responsible for the Delivery.
The business model benefits from powerful network effects, reinforcing growth
in orders, consumers and partners (Fig. 2). As the number of consumers
increases, more orders and higher GTV are generated, attracting more partners
to our marketplace, which further enhances and diversifies the offering and in
turn attracts more consumers. This typically provides a strong tailwind to
growth for market leaders. In addition, network effects drive operating
leverage and lead to improved operating margins in the long run. For our courier
network of approximately 500,000 couriers, we offer either an employment
relationship with the relevant benefits or a flexible way of working, which
enables them to reach their earning goals on their own schedule.
11
Just Eat Takeaway.com Annual Report 2021
Company profile
Just Eat Takeaway.com connects consumers and partners
Fig. 1 Just Eat Takeaway.com core business model
DeliverEat
Search
CookOrder
Partners
Just Eat Takeaway.com
transmits order
Consumers
Consumers place order
(and make payment)
Receive
order
Consumer searches on website
or app, places order and makes
payment
Delicious food enjoyed at home
or at the office!
Order is transmitted
to partner via
proprietary hardware or
directly into POS system
Order is delivered by the partner
or through Just Eat
Takeaway.com’s own delivery
solution, or is collected in person
33
11
22
12
Just Eat Takeaway.com Annual Report 2021
Company profile
Just Eat Takeaway.com leverages powerful network effects
Fig. 2 Network effects of online food delivery marketplace
Note: Numbers represent FY 2021, presented on the basis of the combined results of Just Eat Takeaway.com and Grubhub
New Consumers
Consumers place order
(and make payment)
New Partners
Just Eat Takeaway.com
transmits order
Network Effects
Our powerful
network effects
fuel our ability to attract
more new customers,
compounding our growth
99m
Active
Consumers
634k
Partners
2.9
Average Monthly
Order Frequency
1.1bn
Orders
More
Consumers
More
partners
More Orders
per Consumer
More Orders
13
Just Eat Takeaway.com Annual Report 2021
Company profile
History
Creation of a leading global online food delivery marketplace with a proven track record of integration and growth.
Fig. 3 History of Just Eat Takeaway.com
2001
2000
2020
First international
expansion with entry into
Germany and Belgium
2007
First external
investment of €13m
from Prime Ventures
2012
IPO at Euronext
Amsterdam; first
Delivery city launched
2016
Acquisition of Lieferheld,
pizza.de and Foodora
from Delivery Hero
2019
Acquisition of Grubhub
in the United States
Acquisition of Bistro.sk
in Slovakia
2021
Acquisition of
10bis in Israel,
reflecting entry
into B2B market
2018
Acquisitions of
Lieferando.de
and Pyszne.pl
2014
Name change to
Takeaway.com
2011
Thuisbezorgd.nl
Jitse Groen launches
Thuisbezorgd.nl in
The Netherlands
Just Eat launches in
UK and moves HQ
2006
IPO at London
Stock Exchange
2014
Acquisition of
SkipTheDishes
in Canada
2016
Acquisition of
Menulog
in Australia
2015
First external
investment of £10m
from Index Ventures
2009
Acquisition of
Hungry House
in UK
2018
All-share combination of
Just Eat and Takeaway.com
and listing on London Stock
Exchange (‘JET’)
Launches in
Denmark
Just Eat
14
Just Eat Takeaway.com Annual Report 2021
Company profile
UK &
Ireland
GTV
€6.6bn
24%
Northern
Europe
GTV
€7.2bn
26%
Southern
Europe & ANZ
GTV
€2.8bn
10%
North
America
GTV
€11.5bn
41%
Israel
Our Segments
Our directly-controlled operations span four segments, which have been newly
defined in 2021. These segments are: North America, United Kingdom & Ireland,
Northern Europe, and Southern Europe & Australia and New Zealand (ANZ) (Fig. 4).
North America is our largest segment in terms of GTV, representing 41% of total GTV.
Fig. 4 Our segments
Note: Amounts may not add up due to rounding
15
Just Eat Takeaway.com Annual Report 2021
Company profile
In the four segments Just Eat Takeaway.com operates in 23 markets,
representing an addressable population of over 727 million people. In the 12
months to 31 December 2021, we served a total of 99 million Active Consumers
across our markets, representing an increase of 8 million Active Consumers
versus the previous year. Our significant investments in partner acquisition and
Delivery also enabled us to increase the number of partners to 634 thousand by
year end, further increasing the diversity of cuisines we offer.
Despite our well-developed market positions, we believe there is significant
upside potential from both increasing penetration and order frequency.
Our overall consumer penetration remains relatively low (Fig. 5), and we believe
there is still a big opportunity from the shift from phone to online ordering,
as well as continued expansion of the addressable partner population through
delivery services. Our Average Monthly Order Frequency also has significant
upside potential (Fig. 6), with consumers ordering on average only a few times a
month in 2021, with the large majority of meal occasions still being fulfilled
offline.
Note: Population estimates from Michael Bauer Research Gmbh for the year 2021
Just Eat Takeaway.com Average Monthly Order Frequency
Fig. 5 Just Eat Takeaway.com penetration Fig. 6 Just Eat Takeaway.com Average Monthly Order Frequency
Population aged 15+
1
12%
100%
21%
18%
11%
14%
302m 158m 59m 208m 727m
North America Northern Europe UK & Ireland Southern Europe & ANZ JET Total
±90 meals
(3 meals / day)
2.4
2.6
2.9
2019 2020 2021
Just Eat Takeaway.com penetration
16
Just Eat Takeaway.com Annual Report 2021
Company profile
Partners
371k
Active Consumers
37m
Orders
374m
Delivery Share
75%
GTV
€11.5bn
The North America segment includes our US and Canadian businesses.
Grubhub is one of the US largest online food delivery marketplaces and is
currently composed of two different brands – Grubhub, which was founded
in 2004 and Seamless, founded in 1999. Our Canadian brand SkipTheDishes
was founded in 2012 and was one of the earliest Delivery-led marketplaces
within online food delivery and has since grown to be the market leader in
Canada. The segment represents 34% of total Just Eat Takeaway.com
Orders.
The North American business, the largest segment by Orders and GTV,
continued to demonstrate its leading and sustainable hybrid model.
In 2021, our Active Consumers totaled to 37 million underpinned by strong
brand awareness and investment in marketing. Soon after the completion of
the Grubhub Acquisition on 15 June 2021, the US refreshed its branding,
adopting the Just Eat Takeaway.com global brand identity, and began the
consolidation of the legacy Seamless brand into Grubhub. The launch of the
new orange Grubhub branding was part of the most successful one-day
marketing campaign in Grubhub’s history – featuring significant out of
home advertising in New York, Chicago and Boston. Grubhub was the official
food delivery sponsor of The Game Awards and also launched partnerships
with Instacart and Peacock to further accelerate the growth of its GH+
loyalty programme. The Canadian business agreed a multi-season
partnership with the National Hockey League (NHL) in January 2021,
becoming the first Official Food Delivery App of the NHL. SkipTheDishes
partnered locally with six out of seven Canadian NHL teams so hockey fans
across Canada can support their home team and local restaurants
simultaneously. SkipTheDishes was also the Official Food Delivery App of
Team Canada’s Olympic team in 2021. SkipTheDishes was voted the most
Trusted Food Delivery service by both Reader’s Digest and BrandSpark,
securing a 47% trust share amongst the Canadian population.
North America
17
Just Eat Takeaway.com Annual Report 2021
Company profile
Just Eat Takeaway.com Annual Report 2021
Company profile
The segment increased Average Monthly Order Frequency in 2021, partly
driven by expansion of our local loyalty programmes - GH+ (US) and Skip
Rewards (Canada). In the US, orders generated by the millions of GH+
subscribers accounted for approximately 25% of total Orders by the end of
the year, whilst in Canada the programme has increased consumer
engagement and loyalty.
The supply base grew by 24% to over 371 thousand partners,
with significant expansion in both independent and branded partner
numbers. Partners continued to face challenges as a result of the global
pandemic and our North American businesses continued to support
partners through commission rebates in 2021.
In both the US and Canada, various states, provinces and local governments
imposed mandatory fee caps on online food delivery marketplaces. As of
the end of 2021, many of these have expired, but they remain in place in
some major US cities such as New York City and San Francisco. In Canada,
the British Columbia cap was extended until the end of 2022, whereas the
other remaining provincial caps are engaged by indoor dining prohibitions
and emergency orders.
We continue to innovate across our North American businesses, including
expansion of our convenience and alcohol delivery propositions. In Canada,
we entered the quick commerce market in 2021 through our launch of the
Skip Express Lane brand across several locations. When combined with
strong third-party convenience and grocery partnerships, this builds a
strong foundation and clear path to accelerating growth of non-restaurant
verticals.
18
Just Eat Takeaway.com Annual Report 2021
Company profile
The Northern Europe segment comprises Austria, Belgium, Denmark,
Germany, Luxembourg, Norway, Poland, Slovakia, Switzerland and the
Netherlands. The Northern Europe markets together make up 27% of Just
Eat Takeaway.com Orders, with Germany being the largest market in terms
of Orders and GTV.
The segment has demonstrated strong growth and profit generation in 2021.
We increased Active Consumers by 20% to 31 million in Northern Europe, whilst
also expanding our supply base by 20% to 77 thousand partners. This segment
benefitted from our partnership with UEFA for the Euro 2020
™
football
tournament, which took place in the summer of 2021 and generated high levels
of brand visibility.
We have strong positions across the Northern Europe segment and are the clear
leader in online food delivery in markets representing over 95% of segment
GTV.
Germany
Our Lieferando.de brand is the largest and most recognised online food delivery
marketplace in Germany, with consumer top-of-mind awareness of over 60%
and extensive partner coverage reaching over 98% of the delivery areas of the
German population.
In 2021, we continued to expand our delivery service to partners, which do not
have their own delivery fleet. Through this expansion we were able to offer an
even broader range of cuisines and several international and national chain
restaurants.
Order growth in Germany amounted to 42% in 2021.
Partners
77k
Active Consumers
31m
Orders
296m
Delivery share
10%
GTV
€7. 2bn
Northern Europe
19
Just Eat Takeaway.com Annual Report 2021
Company profile
Just Eat Takeaway.com Annual Report 2021
Company profile
Other markets
Thuisbezorgd.nl was founded in the Netherlands in 2000 and has grown to
become one of the most recognised consumer brands in the country.
We continued to expand our base of Active Consumers and partners during
2021, whilst also trialling new product and technological developments,
including dine-in, drone delivery and the corporate solutions payment card.
In 2021, our leading Danish app and website were migrated to the continental
European platform. The Danish Delivery operations use our employed delivery
model, which enhances last-mile brand visibility and service levels.
Our market-leading Swiss business continued to expand from a strong base of
top-of-mind brands and high levels of existing penetration, whilst Poland is a
high growth market with very strong top-of-mind brand awareness.
Just Eat Takeaway.com acquired Bistro.sk, Slovakia’s leading online food
ordering platform during 2021.
20
Just Eat Takeaway.com Annual Report 2021
Company profile
United Kingdom and Ireland
Our UK and Ireland segment continued to perform strongly under the Just
Eat brand, with clear leadership in online share and strong growth during
2021. The segment achieved 289 million Orders in 2021, representing 27%
of total Just Eat Takeaway.com orders, and a growth rate of 52% versus the
previous year. The UK brand Just Eat achieved a significant milestone during
the year, fulfilling its billionth order since launching in 2006.
We have continued to drive Active Consumers, which grew by 16% to
19.3million. Our top-of-mind awareness (TOMA) was boosted by significant
investments in marketing and partnerships, including the UEFA Euro 2020
™
football tournament and a new Christmas-themed advert leveraging our
renowned Snoop Dogg collaboration. In the UK, we particularly increased
consumer acquisition in London, media exposure and significant last-mile
visibility from our highly recognisable branded couriers. In Ireland, our PR-led
approach included support from the Deputy Prime Minister in promoting our
investment in the market.
The UK & Irish supply base grew by 21% to over 64 thousand partners. In the UK,
we agreed a number of new international and national chain restaurant
partnerships, such as Starbucks, Costa and LEON, as well as further boosting our
partner salesforce to add wider partner choice to our platform. Additionally,
we extended our proposition into convenience grocery with partnerships
including Asda and One Stop. In Ireland, we brought on a number of exciting
new partners including Starbucks and national convenience retailer Centra.
Partners
64k
Active Consumers
19m
Orders
289m
Delivery share
39%
GTV
€6.6bn
21
Just Eat Takeaway.com Annual Report 2021
Company profile
Just Eat Takeaway.com Annual Report 2021
Company profile
Following the successful launch of our employed courier model in London last
year, the operation expanded into a further five UK cities in 2021 – Birmingham,
Brighton, Cambridge, Liverpool, and Nottingham. The expansion has created
thousands of new jobs and will further enhance our last-mile brand visibility
across these cities. We also announced a new 20,000 sqm office for UK
customer service operations in north-east England, creating more jobs in
2021/2022.
We also ended the year with our Christmas Meal Appeal where we worked with
our consumers, partners, couriers and staff to help provide over 200,000 meals
for the homeless and the vulnerable.
22
Just Eat Takeaway.com Annual Report 2021
Company profile
The Southern Europe & ANZ segment comprises Australia, Bulgaria, France,
Israel, Italy, New Zealand, Portugal, Romania, and Spain. These markets
together make up 12% of Just Eat Takeaway.com Orders, with Australia the
largest market in terms of number of orders.
The segment is comprised of a number of markets at an earlier stage of their
evolution, in terms of consumer penetration and operational scale, which
require significant investment. We achieved strong growth within the segment
during 2021, with Active Consumers growing by 8% to reach 13 million, and GTV
growth of 38% to €2.8 billion.
This segment also benefitted from our partnership with UEFA for the Euro 2020
™
football tournament, which took place in the summer of 2021 and generated
high levels of brand visibility.
Australia
Our Australian brand, Menulog, which was founded in 2006, has a long track
record in online food ordering. In 2021, it was one of Just Eat Takeaway.com’s
fastest growing markets in terms of order numbers, demonstrating a significant
turnaround in performance following market share declines prior to the
combination between Takeaway.com and Just Eat.
The strong order growth has been driven primarily by an expansion of the
supply base, and in particular by the number of Delivery partners, which
increased significantly. The Active Consumer base also grew as a result of
increased investments in marketing, which further strengthened the Menulog
brand.
Partners
121k
Active Consumers
13m
Orders
128m
Delivery share
40%
Gross Transaction Value
€2.8bn
Southern Europe & ANZ
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Just Eat Takeaway.com Annual Report 2021
Company profile
Just Eat Takeaway.com Annual Report 2021
Company profile
Menulog also announced a first-of-its-kind partnership with the National
Indigenous Culinary Institute to accelerate their mission to boost employment
opportunities for indigenous chefs, as well as a partnership with OzHarvest to
donate as many as 200,000 meals through the Meal 4 Good programme.
Other Markets
Our Israeli brand 10bis was founded in 2000 and has grown to become the
leading online food delivery marketplace in the country. While Just Eat
Takeaway.com is predominantly a B2C brand, the majority of 10bis Orders are
B2B Orders, and 10bis served thousands of corporations, representing hundreds
of thousands of employees. The pandemic materially impacted these corporate
orders as offices closed, but this adverse effect was partly mitigated by
expansion into B2C ordering.
In Italy, we celebrated 10 years in business in 2021. Our employed Delivery
model is now live in 24 cities, and in 2021 we reached record numbers of
consumers and significantly increased our partner estate.
Our Spanish operations also saw record Active Consumers and strong partner
growth. In 2021, the Spanish government introduced a new rider law
establishing last mile logistics players to employ its couriers, which Just Eat
Takeaway.com already complied with through its employed courier model.
24
Just Eat Takeaway.com Annual Report 2021
Company profile
“ On our mission to empower every
food moment, we significantly scaled
up our partner supply, tapped into
convenience and provided better service
levels in Delivery and customer
service through expansion of our
footprint and tech advancements”
– Jörg Gerbig, COO
25
26
02 Report of the Management Board
Report of the
Management
Board
02
27
Our vision is to empower every food moment
for our consumers, partners and couriers –
from the family takeaway on Friday night to
the daily morning coffee, and from a
mid-week lunch to groceries from your local
convenience store.
Our Strategy
That means empowering our consumers to get the food they love whenever
they want it, by providing the best choice of partners and making the
end-to-end experience as quick and easy as possible. And it also means
empowering our partners to grow and to thrive, not only by giving them access
to a huge pool of consumers through our platforms, but also by supporting
them with new tech-enabled tools and services that help them run their
business every day.
We are a strong advocate for the power of network effects and believe online
food delivery is a “winner takes most” industry, where a large-scale player will
naturally continue to generate increasing value for all participants in the
network. To harness these network effects, our overall strategic objective is
tobuild and extend large scale and sustainably profitable positions in every
market in which we operate.
To achieve this, we have a clear strategy:
•
Expansion of supply and delivery footprint
• •
Build broadest partner offering, including partnerships with key
branded chains;
• •
Extend Delivery operations and drive increased efficiency;
• •
Develop and roll out our B2B proposition;
• •
Launch and expand convenience grocery offering.
•
Increased brand awareness across markets
• •
Build brand love and loyalty through local brands with a single global
identity;
• •
Drive top-of-mind brand awareness through share of voice and last mile
visibility;
• •
Leverage key partnerships to extend and enhance our brand.
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Just Eat Takeaway.com Annual Report 2021
Our strategy
•
Enhanced experience and value proposition for consumers and partners
• •
Build a best-in-class product & tech experience;
• •
Offer great value-for-money through our pricing;
• •
Deliver a seamless, fast and reliable fulfilment experience;
• •
Achieve best-in-class customer care and problem resolution.
•
Disciplined portfolio management approach
• •
Regularly assess market positions and focus resource towards highest
potential markets.
We believe these initiatives will not only drive more consumers and orders to
our platforms but will also allow us to take advantage of new and adjacent
market opportunities.
All-share combination with Grubhub
On 15 June 2021, the Company’s acquisition of 100% of the shares in Grubhub
was completed in an all-share combination (the “Grubhub Acquisition”). On the
same day, Just Eat Takeaway.com American Depositary Shares (ADSs) began
trading on Nasdaq under the ticker symbol “GRUB”. Under the terms of the
Grubhub Acquisition, Grubhub shareholders received American Depositary
Shares (“ADSs”) representing 0.6710 new Just Eat Takeaway.com N.V. ordinary
shares in exchange for each Grubhub share. The consideration transferred
consisted of 62.8 million ordinary shares issued and share-based payment
replacement awards issued.
Following the acquisition of Grubhub, Just Eat Takeaway.com is deploying an
updated strategy in the United States:
•
Focus investment on key strongholds
• •
Drive continued supply expansion, with an increased and targeted sales
effort;
• •
Increase top-of-mind brand awareness through greater share of voice
and local brand marketing;
• •
Consolidate the Seamless brand to leverage marketing spend behind a
single brand;
• •
Expand GH+ loyalty and Grubhub Guarantee programmes.
•
Take legal steps against fee caps
• •
Defend our position that government-imposed fee caps are illegal.
•
Establish & expand new verticals
• •
Extend our convenience proposition, captive demand and corporate
offerings to drive increased consumer retention and Average monthly
order frequency and further order growth.
Acquisition of Bistro.sk
On 30 September 2021, we completed the acquisition of Bistro.sk in Slovakia.
This acquisition was announced on 16 July 2021. The enterprise value for the
transaction is approximately €50 million. Bistro.sk will adopt the Just Eat
Takeaway.com global brand identity in 2022.
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Just Eat Takeaway.com Annual Report 2021
Our strategy
Just Eat Takeaway.com offers a simple and
efficient way for consumers to order their
favourite food whenever and wherever they
like through our apps and websites.
We digitalise the entire food ordering
experience for consumers, partners,
corporate customers and our back office and
couriers. We believe that speed, choice of
partners and ease of use are the most
important factors impacting the user
experience for consumers and focuses on
guiding consumers to find whatever they are
looking for and giving them the tools to make
their whole food ordering experience better.
Here you can find some areas on which we
focused in 2021.
Our Product and
Technology
Consumers
In 2021, we continued to focus on improving the discovery experience for our
consumers. We have simplified searching for partners and dishes to ensure our
consumers can easily find what they have the appetite for. We also improved the
general experience with a more accessible visual language, fonts and visuals to
increase the inclusiveness of our customer experience. We have invested in our
after-order experience and in our algorithms to improve our courier estimated
time of arrival (ETA), not only on our Food Tracker
®
, but also in the discovery
experience. In addition, we have created a new after-order experience for our
consumers with the option to ask questions, experimenting with our funnels and
chat capabilities to make it easier for our consumer to guide them through
possible questions they may have. In a fully automated manner to make it easier
for our consumers and ourselves to help them get an answer quickly: self-service
to reduce our operational effort and smart to ensure consumers receive the
answer instantly.
We have invested heavily into various promotion, loyalty and retention strategies.
We introduced the stamp card programme in the UK and globally increased the
visibility of our stamp card programmes, which positively impacts the Average
monthly order frequency and retention. This also helped boost promotion of our
online loyalty programme, massively increasing new users and usage of the
programme.
On top of improving the overall payment experience, we also enriched our
payment offerings by integrating Sodexo in Belgium, Twint in Switzerland, Mobile
Pay in Denmark, MBWay in Portugal and Apple Pay for Giro card in Germany.
Innovating, creating and moving into growing new markets is core to the long-
term success of Just Eat Takeaway.com. We expanded our JET Pay solution,
previously known as Takeaway Pay, to the United Kingdom and started with first
initiatives to expand our groceries offering.
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Just Eat Takeaway.com Annual Report 2021
Our Product and Technology
Partners
For Just Eat Takeaway.com it is important to help our partners further digitalise
their operations. To make the lives of our partners and internal operations easier
we have, for example, added multiple self-service options to our partner
products that enable partners to easily adapt to incidents in their operation.
It reduces the turnaround time for change requests and gives our partners more
control over how their business is represented on our apps and websites.
We use data products to improve the experience of partners. A fully interactive
dashboard is provided to most partners. It allows them to keep track of their
performance and empowers them to make data-informed decisions to
maximise their business on our platform. The tool is designed in a lean and
simple way, making sure it is understandable regardless of whether partners are
data savvy. Via the tool, partners can easily gain a bird’s-eye view of the overall
business performance (e.g. order volume, average transaction value and
revenue). They can also deep dive, for example, to understand which menu
items or delivery areas are top and bottom performers and how well they are
acquiring new consumers and retaining existing consumers.
During 2021 we worked to further optimise the best promoted placement
practices across Just Eat Takeaway.com, improving the product to tailor the
offering to restaurant needs and give the partner more control and optionality
over the service.
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Just Eat Takeaway.com Annual Report 2021
Our Product and Technology
Convenience grocery
In 2021, we launched several fulfilment centres (Skip Express Lane) in Canada.
We have been seeing an increase in Average Monthly Order Frequency for food
and convenience consumers over the food-only consumers in the new consumer
cohorts. The order distribution by time of day shows a better spread across the
day with softer peaks and better fleet utilisation across the full day.
JET Pay
This year, JET Pay, our corporate employee benefit service that allows corporate
customers to provide their employees with a digital meal allowance, underwent
a rebranding effort where all markets changed their name from Takeaway Pay to
“local brand for business” names (i.e., Thuisbezorgd.nl for business,
Takeaway.com for business, Lieferando.de for business, etc.). In 2021, JET Pay
launched in four new markets – Bulgaria, Denmark, Norway and the UK - the
service now spans 14 European markets, with others to follow.
We launched the JET Pay Card together with Adyen and Mastercard in seven
European markets - Germany, Netherlands, Poland in August 2021 and Austria,
Belgium, France and Luxembourg in the fourth quarter of 2021, respectively.
The JET Pay Card enables corporate customers to use their meal allowance at
any physical restaurant accepting Mastercard and Maestro.
Online
Offline
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Just Eat Takeaway.com Annual Report 2021
Our Product and Technology
Delivery
Just Eat Takeaway.com offers partners the choice to deliver the food themselves
or to use our couriers to deliver orders, using the available Just Eat
Takeaway.com courier model for the area – either our employed couriers,
the independent contractors courier model or third-party provided couriers.
We also developed an innovative courier tracking solution for our marketplace
partners, which helps them manage their deliveries and provide real-time
tracking to consumers.
2021 has been a significant year for delivery and we have made excellent
progress in product innovation, data and algorithm driven efficiencies, market
expansions and new courier models. We are focused on improving the cost-per-
order by enhancing the courier experience, driving delivery efficiencies and
enabling a quick, smooth and hassle-free delivery experience for our consumer,
whether it is receiving their favourite meal, ice cream or groceries.
Product innovations included introducing initiatives like Fast Cash, a programme
offering couriers immediate earnings payouts and also launched a white-label
service for restaurants to leverage our courier network for their deliveries,
opening up new revenue streams.
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Just Eat Takeaway.com Annual Report 2021
Our Product and Technology
Our Technology and Organisation
In the second half of 2021, we merged the Product & Tech organisations of
legacy Takeaway.com and Just Eat in Europe and Canada. Grubhub continues to
have their own Product & Technology organisation in the US. The Product & Tech
organisations shifted to a global and single leadership structure. The new global
P&T organisation reached almost 2,200 FTEs in six countries (Bulgaria, Canada,
Germany, Israel, the Netherlands and the UK).
Unifying Technologies to Boost Innovation
In 2021, we started consolidating and unifying existing Just Eat, Takeaway.com
and SkipTheDishes technologies to reduce complexities and boost innovation.
We are planning to launch a global consumer stack (iOS, Android Apps and
Website) for Europe, New Zealand and Australia. This global consumer stack will
enable us to provide a more innovative experience to our consumers.
Security and Scalability
While our business has been growing rapidly day by day, we made significant
efforts to make our platforms more secure and scalable. Cyberthreats are
constantly evolving and becoming more sophisticated. To improve our
defensive muscles, we switched to a Just Eat Takeaway.com wide information
security organisation setup and implemented a three lines of defence
organisation structure. We enabled a Bug Bounty Programme for all our
markets, to welcome ethical hackers to test our systems as well.
Customer Services
In 2021, we started insourcing our call centre operations in the legacy Just Eat
countries to provide more personalised services to our customers and
consumers. We also invested more in world class automation technology to
provide faster, more intuitive self-serve solutions for our consumers and
partners, which resulted in a better end-to-end experience for our consumers.
Following the success of automating consumers and partner queries in the UK,
we have invested heavily in globalising the self-service automation product
suite, starting with Australia and New Zealand.
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Just Eat Takeaway.com Annual Report 2021
Our Product and Technology
One brand
Just Eat Takeaway.com strives to offer a wide range of food cuisines,
full coverage delivery and value offerings so that we are in service of
empowering every food moment into a moment of joy. We want to supply the
technology that brings everything together: our consumers, our partners and of
course, our own delivery network. We want to be part of every food moment,
whether it is breakfast, lunch or dinner.
Just Eat Takeaway.com continues to run a single-brand identity in each country
in which we operate, as we believe this is the most effective and efficient way to
reach consumers. We combine central expertise with local execution and
relevance.
In 2021, we successfully delivered a comprehensive review of Grubhub assets
and rebranded them into our impactful Just Eat Takeaway.com orange world
and brought them into the Just Eat Takeaway.com brand. In 2021 we built an
aligned, differentiated brand positioning, tone of voice, brand visual identity
guideline and distinctive assets for our brand, which is now reflected in our
marketing activity.
Just Eat Takeaway.com runs a single-brand
identity in each country in which we operate,
as we believe this is the most effective and
efficient way to reach consumers.
Our Brand
Klaar voor
de wedstrijd?
Trotse partner van UEFA EURO 2020
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Just Eat Takeaway.com Annual Report 2021
Our brand
Brand preference
Our marketing vision is to “be the brand people absolutely love” so we track
consumer opinion continuously for every market in which we operate. Our key
marketing metric, which is linked to long-term brand and commercial health,
is top of mind brand awareness (TOMA).
In 2021 we remained the most preferred and loved food delivery brand with a
market leading TOMA in most of our markets.
Ongoing and continued investment in the brand remained paramount in 2021.
We continued to invest in creative, production and media as we delivered the
UEFA Euro 2020
™
campaign starring footballing heroes and legends: Eric
Cantona, Virgil Van Dijk, Gigi Buffon, Fernando Torres and Lukas Podolski.
This campaign saw the first activations of our UEFA partnerships. The UEFA Euro
2020
™
campaign consistently drove visibility and supported TOMA across
European markets during the summer months and especially amongst football
supporting consumer cohorts, translating into additional media exposure at one
of the most important food order moments just before or during a match.
Additional activation drove strong consumer engagement with our first-ever
global Order & Win campaign where consumers were able to win tickets for the
UEFA Euro 2020
™
and other prizes with their order, meal deals with key partners
and product giveaways from Fast Moving Consumer Goods partners.
This promotion excited many consumers to order with Just Eat Takeaway.com
and engage in the promotion. This multi-channel campaign helped us achieve a
leading share of voice in European markets, which helped contribute towards
driving significant order growth, increased TOMA and sustained positive
consumer sentiment across the year.
Connecting consumers to partners – technology is
our power, food is our passion
At Just Eat Takeaway.com, we are focused on connecting as many consumers to
as many partners as possible. Whilst our technology platform is the enabler,
marketing is key for making these connections a reality. In 2021, we added more
new consumers and our existing consumers placed more orders with us more
frequently.
We continue to focus on our strategy of scalable marketing to drive growth and
accelerate efficiencies. With the integration of the legacy Just Eat and legacy
Takeaway.com organisations, we continued to strengthen our consumer-centric
marketing organisation by hiring and retaining industry-leading talent,
centralising our marketing operations and consolidating our agency partners.
All of this enables us to build a solid foundation for ongoing future growth.
Our marketing efforts in the US continue to be locally-led.
The challenges that Covid-19 continues to impose on consumers’ and partners’
lives mean that we pivot and adapt to the continuous change in consumers’
genuine interest in food delivery.
Our marketing strategy continues to be built on the following pillars to offer our
consumer the best and easiest way to find and order their food of choice.
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Just Eat Takeaway.com Annual Report 2021
Our brand
Performance marketing, retention and order
frequency
We saw a solid increase in Average Monthly Order Frequency and decreasing
churn rates across markets in 2021, particularly in the first half of 2021. After the
strict pandemic restrictions were lifted, our Average Monthly Order Frequency
remained above pre-pandemic levels.
The acceleration of Average Monthly Order Frequency was most positive
amongst our consumer base who were opted-in for marketing communications,
driven by our retention marketing campaigns and loyalty programmes.
In 2021, we further centralised our retention marketing approach, by integrating
teams and further consolidating our CRM stack across most markets. This
helped us to drive scale and effectiveness globally. Furthermore, we launched
an improved version of our global loyalty programme, which was expanded to
two additional markets (Denmark and Switzerland) whilst also growing the
adoption of our loyalty programme amongst our Active Consumers.
We experienced a different pattern of new consumer growth and in response,
adjusted our investment strategy. We were successfully able to increase
efficiencies while growing the business across all audiences with the help of a
privacy-safe application of first-party data in our campaigns. We executed our
plan to in-house digital media buying delivering savings and an aligned strategic
approach. Our increased focus on courier recruitment to support the growth of
our employed Delivery model across markets meant that we delivered more
than one million candidates.
Fig. 7 Just Eat Takeaway.com brands
37
Just Eat Takeaway.com Annual Report 2021
Our brand
Partner Marketing
Developing strong relationships with our partners and driving brand connection
is imperative for our success, today and in the future. Therefore, Partner
Marketing cultivates impactful ways to maximise results for partners and to
drive visibility of their own brand. Empowering their growth is empowering our
growth. We combat the challenges of the rapidly changing competitive
landscape in which we operate, by adopting a partner-centric approach to our
work and culture. By supporting partners with relevant and actionable insights
and propelling brand awareness with innovative campaigns and promotional
materials, we strive to develop an ecosystem in which all parties benefit.
We build impactful relationships with partners and promote their long-term
success with the improvement of the end-to-end partner journey and expansion
of partner benefits, such as advisory services, performance insights, and tools
to maximise top-line growth, as well as various ways to drive significant financial
savings. For example, our qualitative and increasingly sustainable range of
merchandise and disposables offer distinct value, at highly competitive price
points.
By continuously improving our end-to-end partner experience, we aim to build
loyal partnerships. We achieve this by recognising and appreciating our partners
at every stage of the restaurant life cycle. Programmes such as Local Heroes and
the Best Restaurant Awards are testament to this. Each programme celebrates a
significant collaboration between our partners and us, and has seen great
success in engagement over the years.
In addition, the roll out of a new e-commerce platform enables partners to
streamline their operation and to attain savings on their restaurant essentials.
Strengthened by our data-driven performance reporting and insights tooling,
we have built a strong foundation to deliver on our key objective to be the most
loved and preferred partner.
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Just Eat Takeaway.com Annual Report 2021
Our brand
Our Operations
Our operations teams in Customer Service
and Delivery have the greatest passion to
empower every food moment of our
consumers, corporate customers as well as
our partners.
Customer Service
The vast majority of orders placed through our platforms are prepared by our
partners and arrive at consumers flawlessly. In a very small percentage of cases,
there is a need for a consumer or a partner to reach out for help. In those cases,
our Customer Services team helps out. The aim of the team is to resolve any
issue that may arise to a consumer or a partner in a fast and hassle-free way.
How we deliver these solutions is changing fast; and we have a vision in which
simple, high-volume queries are handled primarily through globally consistent
digital self-serve tools with advisors on hand for the complex things that need
the human touch. During 2021 we have progressed this vision in five key ways.
First, we have used our new global buying power to sign advantageous deals
with key vendors across most of our markets. This provides unit cost benefits
and improved consistency of execution. We aim to further leverage this
strength in 2022.
Second, we have significantly upgraded our senior management layer and
aligned organisational designs across legacy Just Eat and Takeaway.com
markets, to improve best-practice sharing and speed up delivery of initiatives.
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Just Eat Takeaway.com Annual Report 2021
Our operations
Third, we have started to consolidate our model by insourcing customer
services in legacy Just Eat markets, which have historically been provided by
third-party companies. We have leased new buildings in the United Kingdom,
Italy, Spain, Ireland and Australia and employed around 1,200 new colleagues in
2021, with more expected to follow in 2022.
Fourth, we have been working closely with our Product & Technology teams to
build more self-service and automation capabilities into our operations,
improving the percentage of interactions that are resolved without human
interaction significantly during the year, and in the United Kingdom in particular.
Our aim is to deploy these and other tools into all other markets in 2022 until
the majority of “simple” work can be resolved without an advisor, leaving our
high-quality insourced teams to deal with the more complex or urgent matters.
Finally, we have been working on aligning the various processes and policies
throughout Just Eat Takeaway.com. We now have a global blueprint and we
expect to create a more consistent operating model across all markets next
year, which aims to improve efficiency and speed of execution.
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Just Eat Takeaway.com Annual Report 2021
Our operations
Delivery
We continue to improve logistical efficiency and expand our Delivery footprint
to build an even broader restaurant and convenience food selection and
accelerate order growth through positive network effects.
Delivery is key to our business
Our Delivery business fuels the positive impact of network effects of our
marketplace and drives continued growth in Active Consumers, Orders and GTV.
By providing delivery services to partners that do not have their own delivery
capabilities or want to augment their delivery capabilities or range, Just Eat
Takeaway.com increases the addressable population of partners. This also allows
consumers to enjoy a broader selection of cuisines, including popular branded
restaurants such as Burger King and KFC. These additions enhance the ability to
acquire new consumers and encourage existing consumers to order more
frequently.
Deploying the appropriate model
Just Eat Takeaway.com offers partners the choice to deliver the food themselves
or to use our couriers to deliver orders, using the available Just Eat
Takeaway.com courier model for the area – either our employed couriers,
the independent contractors courier model or third-party provided couriers.
Our ability to choose between operating models across our markets allows us to
select the optimal delivery model for each market, ensuring we adhere to local
laws and provide the best logistical solution for the specific market’s
requirements. These capabilities allowed us to quickly pivot in for example Italy,
where local legislation required a shift to an employed model, which we were
able to complete within months. This way, Just Eat Takeaway.com became the
first delivery business to employ couriers in Italy providing them a fair wage and
guaranteed basic rights such as medical checks, extensive training, parental
leave, annual leave, as well as reimbursement for couriers using their own
vehicles.
Our employed model, generally used in continental Europe, Israel, and partly in
the UK, provides couriers with valuable benefits, such as training, holiday pay
and sick leave. Equipped with branded merchandise, our couriers aid TOMA and
help with new consumer acquisition.
Our independent contractor courier model is quickly scalable and provides
couriers with flexibility on how and when they want to work. This model is
currently operating in Australia, Canada, Ireland, New Zealand, Slovakia, United
Kingdom, and the United States.
In addition to our proprietary delivery models, some markets also use third-
party delivery providers, where couriers can be employed or independently
contracted, adding scalability to our logistics footprint.
In Australia, we started a pilot in 2021 that allows independent contractors and
employed couriers to operate on the same network. This gives couriers the best
experience by being able to choose how they engage with our network;
maintaining the flexibility of an independent contractor or the security of being
an employee.

41
Just Eat Takeaway.com Annual Report 2021
Our operations
UK &
Ireland
113m
Northern
Europe
29m
Southern
Europe & ANZ
51m
North
America
281m
Israel
Delivery orders
1
Source: Company information
1
Numbers presented are for the full year 2021, on the basis of the combined results of Just Eat Takaway.com and Grubhub
2
Includes all markets and both employed couriers and independent contractors, active in the last 30 days prior to 31 December 2021
c.500k Delivery
couriers
2
€12.6bn Delivery GTV
+69% Delivery
order growth
42
Just Eat Takeaway.com Annual Report 2021
Our operations
Convenience Groceries
We see a big opportunity in convenience grocery
We are well positioned to roll out our convenience grocery proposition due to
our existing Delivery network. By leveraging this network, we can quickly scale
convenience grocery operations and capitalise on the convenience opportunity
quicker than new entrants without established networks. In 2021, we set up a
dedicated team to acquire convenience grocery partners such as traditional
grocers, convenience stores, bakeries and other specialists.
For Just Eat Takeaway.com it is important to help our partners in the right way
and deploy the appropriate model for each market through owned fulfilment
centres and partner models with last-mile logistics. In 2021, we made good
progress on the partner model, supporting 16,000 stores globally. We also
launched several Skip Express Lane fulfillment centres in Canada and trialed a
store in New York.
We have grown into one of the world’s largest delivery networks
Our multi-model approach has enabled Just Eat Takeaway.com to further
expand its delivery network, with strong growth in both order volume and
footprint. In 2021, we delivered over 474 million orders, totaling €12.6 billion
delivery GTV, which amounts to 69% delivery order growth year-on-year.
We have achieved this by deploying over 500 thousand couriers in 23 countries.
The continued roll-out of our employed model in the United Kingdom has
resulted in increased brand-awareness and supported our ability to add national
chains to our platform, further accelerating order growth by broadening our
restaurant selection.
We continue to improve our health and safety proposition
Just Eat Takeaway.com is committed to providing a safe environment for its
employees, visitors and contractors. In 2021, we implemented a health & safety
organisation that rolled-out a fire safety policy across our hubs in Europe.
The instalment of state-of-the-art fire containment cabinets for battery storage,
the availability of helmets and other personal protective equipment to all our
employed couriers, an improved incident management programme and better
quality control of our vehicle-fleet are all examples of our commitment to safety.
Together with our actions on safety and the expansion of our delivery footprint,
our focus has shifted to include the optimisation of our operational framework
to support our path to profitability in Delivery. Leveraging technological
strengths from different models, nurturing cities towards maturity in order
density, and reducing waste in the delivery process of couriers and our partners
will ensure Delivery will continue to add value as a pillar for Just Eat
Takeaway.com in the future.
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Just Eat Takeaway.com Annual Report 2021
Our operations
Just Eat Takeaway.com has many stakeholders
directly and indirectly. In the following
sections we address the major ones:
consumers, partners, employees, shareholders
as well as our commitment to be responsible
towards the environment and society.
Our Stakeholders
Our Consumers
Our consumers are at the heart of our business and we strive to give them
an outstanding ordering experience every time.
Just Eat Takeaway.com served over 99 million Active Consumers in 2021,
growing 9% from 91 million Active Consumers in 2020. Our goal is to provide a
seamless ordering experience to each of these consumers, from search to
payment to fulfilment to post-order issue resolution. In doing so, we believe we
will drive increased loyalty and order frequency, as well as acquire new
consumers to our platforms.
Our consumers are fundamentally loyal to our proposition that combines both
famous brand names and their favourite local restaurants. Our Returning Active
Consumer rate was 67% in 2021, and the significant majority of our 1.1 billion
Orders was generated by existing consumers who placed their first order with
us prior to 2021 (Fig. 8).
The global pandemic has provided a tailwind in terms of increased consumer
penetration in the online food delivery sector. Our strong brand awareness and
large supply base attracts new consumers to our marketplace. Our major
partnership with UEFA, famous brand campaigns such as Snoop Dogg, and our
increased last-mile visibility from Delivery have supported this growth in new
consumers.
Fig. 8 Orders by consumer cohort (m)
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Pre 2012
+124m
+223m
+270m
469m
593m
816m
1,086m
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Pre 2012
2018 2019 2020 2021
44
Just Eat Takeaway.com Annual Report 2021
Our stakeholders
Our Partners
We value every partner on our platforms, from best-loved brands to our
local heroes, and in 2021 we have worked harder than ever to attract more
partners to our platforms, and to support them in running their businesses
through the Covid-19 pandemic.
Since the start of 2021, we have added more than 129,000 net new partners to
our platforms, ending the year with over 634,000 partners across our
segments. Approximately 50% of our net new partners were added in the US
alone. For many of our new and existing partners, our platforms and delivery
services have played a vital role in supporting them through another extremely
challenging year, with enforced restrictions on dining-in across most of our
markets.
We have also supported our partners through this period by keeping in place
support packages across many of our markets, including reducing commissions
and waiving sign-up fees. We maintained these measures across the first,
second and third waves of the pandemic, and in total provided more than
€96million in support to our partners, of which €38 million in 2021.
During 2021, we have taken next steps in structuring and expanding our sales
organisation to accelerate our partner acquisition, provide more dedicated
account management support to our strategic partners and develop new
ancillary revenue streams. We have built a dedicated team to support the fast-
growing sales force on executing against their goals and built a dedicated team
to accelerate our convenience grocery partner acquisition strategy.
We have made significant progress in attracting popular branded restaurants to
our platforms. As per end of 2021 we have expanded to thousands of leading
branded restaurants including KFC, Burger King, Subway and Greggs.
We are also proud to be partners with 420,000 of local independent
restaurants, who work tirelessly to build their businesses and realise their
potential and we are dedicated to continuously creating incremental value for
our partners.
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
Our People
If 2020 was the start of our journey to merge the legacy Just Eat and
Takeaway.com organisations into one company, 2021 was the year we really
picked up speed and started making great things happen for our people.
Integrating two companies from home offices is an achievement.
Defining a long-term strategy for the pandemic
As we entered the second year of the pandemic, we knew it is our responsibility
as a company to take a proactive approach to our working set-up and
environment. While governmental health advice and measures changed
day-to-day, we focused on developing an impactful, long-term strategy for the
future of work at Just Eat Takeaway.com.
We understand that good communication is crucial to inform, engage, inspire
and take our people’s view into account during decision making. This is why we
aspire to ensure employees are engaged and informed about issues that are
relevant to them. We do this through a variety of channels and a broad
combination of online and face-to-face conversations.
Talking to our people and conducting regular surveys helped confirm that we
are still as effective as before the pandemic, but that remote working can take a
toll on each of us differently. Just Eat Takeaway.com considers face-to-face
interaction and collaboration across our teams an important part of building a
strong organisation. And we acknowledge the value of providing flexibility in
choosing where to work. This is why we have continued to invest in creating the
right work environment and providing the suitable technology.
Valuing our shared company culture
Since the start of the integration between the legacy Just Eat and
Takeaway.com organisations in 2020, we have been working to establish one
Just Eat Takeaway.com culture which supports a clear vision for the future.
This vision is designed to inspire and unite our people, while fuelling business
growth. In 2021 we took this a step further by making our vision integral to
every step of our employees’ journey at the company.
To underpin our culture, we have redefined a set of core values: Lead, Deliver,
Care.
Our values
Lead Deliver Care
We lead in our markets,
in our product and our
service
We want to deliver more
than we promise
We care for our
consumers and
restaurants by
understanding their
needs
We lead the way in our
technology solutions
We deliver the best food
ordering experience for
our consumers and
restaurants
We care for each other
by listening and showing
respect
We lead by example,
create innovstive and
sustainable solutions,
and act with integrity
We get things done by
working hard and being
hands-on
We care for society and
our environment by
striving to make a
positive impact
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Our stakeholders
A key focus was empowering diversity in our workforce. We created a global
data dashboard that provides insights into the gender and age diversity of our
workforce. We are aiming to add diversity ambitions and targets in 2022 to
diversify our talent pipelines and foster talent growth across job levels,
also adding cultural diversity as a metric. Our efforts further support us in
remaining an attractive employer for diverse talent, to adapt to global and local
developments, and to remain an innovative industry leader in the competitive
food market.
Developing and enhancing our people’s
performance
In 2021, we continued to focus on developing critical capabilities that drive
innovation and long-term competitiveness. This provides the dual benefit of
investing in our people and ensuring our company’s strategic objectives are
realised. We have significantly expanded our learning and talent teams and
worked closely with business units across Just Eat Takeaway.com to implement
the right people development solutions.
The launch of our global approach to performance stems from our shared values
and strategy. It is an anytime, anywhere, conversation-led performance
framework designed with our people in mind. Helping employees partner with
their manager in determining clear objectives, tracking their progress,
and guiding their personal development, with the ultimate goal of helping us
grow as individuals and as a business.
These values have been rolled out across the organisation through a company-
wide awareness program and via our global onboarding platform. One of the
most successful ways we established our core values was by making them a key
element of our new performance management approach.
We recognise the impact leaders have on building our culture, therefore we
have designed a set of leadership competencies specifically for employees in
management positions. These competencies stem from our vision and values.
They lay out the kind of behaviour and attitude we expect from leaders within
Just Eat Takeaway.com. And they provide a practical, measurable way for our
leaders to help drive and develop our culture within their teams.
Building an inclusive culture and diverse workforce
A main focus in 2021 has been building a foundation to support our Inclusivity,
Diversity & Belonging (IDB) commitment. We are delighted to have formed an
IDB team in 2021, focusing on defining a global strategy that supports realising
our commitment to foster inclusion and diversity.
We have shared our global mission statement on our career and corporate
platforms and shared a strategy and roadmap for 2021 and 2022 highlighting
global IDB programmes and milestones with our workforce. Milestones achieved
include the launch of our globally accessible IDB learning pathway to equip our
people to help build an inclusive culture, embedding IDB in various programmes
and platforms, such as our onboarding platform and sponsorship strategy,
and further supporting our employee resource groups to grow on a global scale.
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Increasing engagement and wellbeing support
As previously mentioned, adapting to the changing demands of the pandemic
has been a major focus for us in 2021. A significant aspect of this is continuing to
improve and optimise employee engagement. Our global people survey led to
almost 11,000 responses including 13,000 comments from our people.
The findings revealed a further increase in engagement of an already highly
engaged workforce and gave us valuable insights in where we can further
improve the employee experience and our company culture in 2022.
We also increased our global wellbeing support offering to further develop an
environment where our employees feel empowered to look after themselves
and to care for each other. We’re proud to be able to provide all employees with
wellbeing support that is truly global. This support takes the form of counselling
for emotional and psychological support and practical guidance on financial,
family and work matters, as well as online health and wellbeing resources.
Accessible for multiple languages and cultural sensitivities, while protecting
confidentiality, as well as being available 24/7, 365 days.
Becoming an employer of choice
While establishing our shared culture in 2021, we also built the foundation for
becoming an employer of choice. With the talent market becoming even more
competitive during the pandemic, the focus on matching the right talent to our
company, culture and career opportunities is key to retaining talent and further
cementing the inclusive culture we are building.
During 2021 we established an integrated Just Eat Takeaway.com career
development and remuneration structure aiming to make us more competitive
and attractive for top talent in both the global and local labour markets.
We recognise our people as the most important ambassadors for our employer
brand, so starting our ambassador programme was a key milestone.
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Our stakeholders
We have taken steps to having a more competitive reward package in line with
local market trends. This includes a more consistent and fair reward framework
with standardised guidelines for compensation, bonuses and equity. We created
a stronger link between individual and company performance and reward.
Empowering people to speak up
In 2021 we launched our first Just Eat Takeaway.com wide compliance training
series for all employees. This mandatory training consists of three topics: Code
of Conduct, data protection and information security awareness. We believe this
is the first step in our journey as a centralised organisation to raise awareness of
the importance of acting proactively as an employee in our mission to be a
company of integrity.
2021 was also the year when we introduced a new Speak-Up Policy for the
combined Just Eat Takeaway.com organisation. This policy encourages everyone
in the company to speak-up when they think someone has violated the Code of
Conduct. We are committed to operating with integrity and fairness, with
respect for the law and our values. As a company, we believe that it is important
that everyone at Just Eat Takeaway.com is familiar with the main ethical values
included in our Code of Conduct. For more information about our Code of
Conduct and Speak-Up Policy, please see ‘Our Responsible business and
Sustainability approach–People and society’.
Another key goal in 2021 was to represent our critical talent segments and their
contributions to our company. Therefore, we delivered multiple global talent
attraction campaigns. We are proud to say these campaigns contributed to the
sense of pride these teams feel and are widely shared. In 2022 we will further
build on this solid foundation and focus on establishing consistent data and
insights in our talent and labour market, as well as the ongoing roll out of our
employer brand.
Rewarding and energising our people
In 2021 we focused on rewarding our employees competitively, through a fair
and equal reward framework. At Just Eat Takeaway.com we pay for
performance, and we make sure we have sufficient benefits to support the
employee’s wellbeing. One of our achievements this year was the creation of a
career framework that provides our people with the tools they need to shape
their career paths.
The Just Eat Takeaway.com career framework is made up of guidelines for jobs,
pay and competencies. It helps employees understand their role, the reward
framework they fit into and what is expected from them. It also lays out
opportunities for personal growth and development. This supports our people
and contributes to Just Eat Takeaway.com’s growth.
The company’s rapid growth has highlighted the need for new kinds of talent
and skills. We know we need to become and remain competitive, but we are
also committed to finding more creative ways to support our employees within
the budget we have.
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Our stakeholders
We also initiated a programme to invest in employed courier personal
development and career opportunities. An extensive engagement survey was
launched in 14 countries where we use the employed courier model to get
feedback on their engagement and to learn where we can improve. The results
that were received at the end of the year are currently being studied and will
serve as an important source for the courier engagement and development
programme.
Taking good care of our couriers
By the end of 2021 more than 40,000 couriers representing 14 thousand FTEs
were employed directly with Just Eat Takeaway.com, or through employment
agencies.
With our employed courier model, we aim to create jobs that contribute to
society and the overall economy. Where our delivery staff is employed, it is
insured and we pay taxes accordingly. We aim to set an example in the food
delivery industry.
We offer a contract, with most importantly an hourly salary, above or at
minimum wage or an equivalent of that, mandatory employment insurance,
social security (according to the local legislation) and couriers generally get free
use of equipment such as clothing and bags, we also try to provide (e)-bikes (or
own vehicle allowance). We also provide road safety and e-bike/vehicle training
during onboarding.
Some highlights of the year included transferring Italy from an independent
contractor model to an employed model. In Italy and Spain, we worked with our
couriers and their representatives to agree collective labour agreements,
pioneering in the last-mile delivery industry.
In 2021, we continued to invest in our courier’s employment conditions and
safety standards by introducing several new initiatives such as defensive driving
training. Our employed couriers are provided with training to be able to perform
their tasks in a safe way and we offer them equipment that protects them
against fall and weather conditions, such as a helmet, winter jacket and rain
gear. Unfortunately, accidents involving our couriers occurred also in 2021.
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Despite our ambition and efforts, parts of our courier workforce may be
dissatisfied with the current working conditions, and we may not be able to
avoid labour disputes, strikes or similar actions. The risk of conflicts with our
employed couriers has increased since the working conditions in the food
delivery branch have come to the attention of labour unions, increasing the
potential for labour-related disputes. Just Eat Takeaway.com also recognises and
respects the value of legitimate employee representation and respects the
right of our employees to join a union or establish a workers’ organisation in
accordance with the applicable laws. In 2021, we saw in multiple markets that
our employed couriers did not follow labour unions’ calls to strikes, but some
couriers participated in demonstrations around working conditions in the
industry.
The table below shows the number of departmental employees (FTE) in 2021,
which increased either via acquisitions or through organic growth.
FTE (average) 2021 2020
Customer Service / Logistics , ,
Sales , ,
Marketing  
Product and Technology , ,
Management and Support , 
Total , ,
The average FTE represent the employees that are directly employed by Just Eat
Takeaway.com in 2021. Independent contractors or couriers hired through third-
party delivery companies or agencies are not included. The average number of
temporary workers employed in 2021 was 611.
The geographic spread of the average number of our employees (FTE) is as
follows:
FTE (average) 2021 2020
North America , ,
Northern Europe , ,
UK & Ireland , 
Southern Europe & ANZ , ,
Head office , ,
Total , ,
Diversity of culture
empowers us
We expect to hire
more than 50,000
couriers annually
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
However, while growth is always positive for the sector and for consumer
choice, it is important to understand that increased activities may generate a
certain impact. In the context of the global climate crisis and growing food
poverty our industry must continue to act, and fast. Here is why:
•
1/3 (30%) of all global Greenhouse Gas (GHG) emissions come from food
and land use
1
;
•
>2 billion takeaway food containers are used every year in the EU
2
;
•
Single-use bags, plastic bottles, food containers and food wrappers are the
four most widespread items polluting the seas, making up almost half of
human-made waste
3
.
Measuring the carbon footprint of our marketplace
At Just Eat Takeaway.com, collaboration is everything and it is thanks to our
hundreds of thousands of partners that our offer is diverse and exciting.
This means that Just Eat Takeaway.com has both the scale and the responsibility
to shape our marketplace and create change.
What that also means is that measuring the carbon footprint of our marketplace
business is more complicated, because in some areas we have direct control of
our footprint and in other areas we have more of an influence. Just Eat
Takeaway.com is in direct control of emissions generated by the buildings,
vehicles and energy we use. However, we only have an influence on the greater
proportion of emissions which depend on the activities of our partners and the
environmental impact decisions that they take. Similarly, while we can
proactively reduce the plastic and packaging we use at our own locations,
our partners are independent businesses. Tackling these pieces of an overall
footprint requires a collaborative approach and shared action.
Our Responsible business and
Sustainability approach
At Just Eat Takeaway.com, we firmly believe that being a good business matters
just as much as doing good business, and it is our ambition to grow responsibly,
while aiming to have a positive impact on people and the planet. 2021 marks
the beginning of a journey by mapping out our impact on people and the planet
for the first time, and setting out our Responsible Business and Sustainability
approach. Through publishing our business responsibility update we presented
our framework to address both the impacts of our direct operations, as well as
our ambition to influence our broader value chain towards positive change.
The business responsibility update is available on our corporate website. Since
the publication of the Business responsibility update, we have extended our
carbon footprint to include Slovakia and the United States markets within our
baseline calculations.
An appetite for change
The Covid-19 pandemic changed people’s takeaway habits in a way that saw
enormous growth in demand for Just Eat Takeaway.com’s services. Our business
became the only source of income for many of our partners, and a crucial part of
our consumers’ day-to-day lives dining at home. We expect that these habits
and the increase in demand will continue; and that our company - and sector -
will continue to grow.
1
EAT-Lancet Commission, 2019
2
Gallego-Schmid et al, 2019 + internal data
3
Morales-Caselles et al. 2021
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Our stakeholders
Our framework to deliver
The UN Sustainable Development Goals (SDGs) are a powerful call for action to
promote prosperity while protecting the planet. For companies, they also
provide a valuable framework against which to map and monitor responsible
business activities. For the food industry in particular, the SDGs help the food
industry to organise the innovation we need to accelerate climate action.
While we were building our Responsible Business and Sustainability framework,
we assessed that 11 of the 17 goals are relevant to our industry, and to our
objectives as a responsible global business.
We have grouped our impact areas into three key pillars: Planet, Food,
and People and Society, and developed a clear framework for measurable action
under each. Our Responsible Business and Sustainability Framework addresses
both the impact of our direct operations, as well as our ambition to influence
our wider marketplace towards positive change.
Our carbon footprint
We worked with our external specialist partner
1
to understand and calculate our
full impact, using 2020 as our baseline year. Our direct emissions (GHG scopes 1
and 2) were 3,718 and 2,197 tonnes of CO
2
e respectively, comprising emissions
from our facilities and travel from our corporate car fleet. Our indirect emissions
(GHG scope 3), comprising goods, business travel and delivery, were 366,232
tonnes of CO
2
e. Looking at all our emissions, including our supply chain
2
,
our footprint was 372,147 tonnes of carbon equivalent
3
, comprising:
The vast majority of our footprint consists of of emissions coming from our
partner network and wider value chain – more than 10x our own emissions.
That is 372,147 tonnes of carbon equivalent for Just Eat Takeaway.com’s
emissions versus an estimated 3.8m tonnes for our wider marketplace.
1
External specialist 3Keel supported with the carbon footprint calculation
2
Scopes 1-3 as defined by the Greenhouse Gas Protocol
3
It excludes emissions resulting from iFood
1% travel
2% facilities
16% goods
81% delivery
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
Planet
We are committed to reducing the carbon footprint of our direct operations,
as well as collaborating to reduce emissions, single-use packaging and waste
across our broader marketplace.
Starting at our own desks, we are reducing or removing plastics in our offices.
Worldwide 40% of our office waste is recycled on average.
But our biggest pledge is to reach net zero in Just Eat Takeaway.com’s own
emissions by 2030. It reviewed the proposed targets, roadmap and ambition
and signed off on the final plan. By sourcing green energy, optimising heating
and cooling systems, and switching to electric vehicles, our aim is to improve
the sustainability of our facilities and, where possible, our corporate fleet.
For a business that relies on delivery, reducing related emissions is a real focus
and where we can have impact. Employing couriers gives us greater control over
our impact on the environment. Where our employed delivery couriers use
e-bikes, e-scooters and bikes, these deliveries have an emissions intensity up to
9 times lower than deliveries by petroleum powered vehicles. Employed
couriers are part of our plan to reduce the overall impact of our business and
allows us to calculate avoided emissions: as we expand, we aim to offer more
employed couriers e-bikes or e-scooters to ensure that increased deliveries do
not mean greater emissions.
We are also supporting our partners to deliver sustainably. Through our
partnership with Eskuta in the UK, for example, we have subsidised the
purchase through our webshop of over 1,000 e-scooters and bikes by our
partners since 2018. Similarly in other European markets, we have made e-bikes
more accessible to our partners since 2017. In total we have sold 2,382 e-bikes
through our webshop. Besides selling electric vehicles to partners we have also
Three pillars for positive action
People & society
Planet
Food
Reducing our carbon footprint
Reducing impact of operational
waste & travel
Reducing the impact of packaging
& market place delivery
Responding to changing diets
Enabling choice & transparency
Fighting food waste & food poverty
Empowering our people
Supporting employment and working conditions
Embedding Inclusion, diversity and belonging
Promoting employee engagement and wellness
Supporting local communities
Our influence
Our control
A team to deliver
To drive meaningful change in each of these areas, we have established a
centralised Responsible Business & Sustainability team dedicated to embedding
the framework throughout the entire organisation. By collaborating with all the
different business functions, the team works to ensure our strategy is
integrated into our operations and remains central to everything that we do,
helping to scale responsible business and sustainability initiatives from local to
global.
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Our stakeholders
Food
We aim to respond to changing diets and preferences by offering the broadest
possible choice and providing clear and transparent information for consumers.
And we will continue to understand and tackle the causes of food waste among
our consumers and partners.
The way the world produces and consumes food is a huge factor in climate
change. We processed 1.1 billion Orders in 2021. A big achievement, but more
importantly a remarkable opportunity to reach more people. We want to use
our knowledge of people’s evolving food choices to help them make healthy,
sustainable choices, to cut down on waste - or just to choose exactly the food
they want and love. We’re also committed to sharing this knowledge to help our
partners thrive and grow, working with them to achieve better understanding
and education on issues such as food waste, health, and sustainability.
Understanding and reducing food waste
We are committed to understanding the scale of the food waste challenge,
and trialling potential solutions. We partnered with an environmental charity,
Hubbub, to develop the Food Waste Race in the UK. We analysed the causes of
food waste among consumers and took households on a journey to tackle
waste, save money and live a little more sustainably.
Promoting healthy choices to our partners
We work with a registered nutritionist in the UK to support restaurants by
showing how reformulating dishes or offering smaller portions can help reach a
broader consumer base. We marked Veganuary 2021 with an email campaign to
1.5 million consumers in Austria, Belgium, Germany, Poland, and the
Netherlands, promoting restaurants with vegan dishes. We’re running a trial
with restaurants in Birmingham, UK, to explore how to improve the healthiness
of their menus with specialist support from a certified nutritionist. When the
results are in, we’ll be able to see how we might scale up the learnings of this
offered electric vehicle lease and rental schemes. Since 2017, we have
introduced the additional choice of electric vehicles alongside our petroleum
fueled range. In total we have provided 966 electric vehicles via these lease and
rental schemes.
Even though packaging is an indirect part of our supply chain and often out of
our control, it is our aim to reduce the use of plastic packaging in the food
delivery sector and to reduce the use of all types of packaging overall. We work
with sustainable packaging innovators on solutions that could be commercially
viable and scalable. One example is our partnership with start-up Notpla,
with whom we trialled seaweed sauce sachets in the UK and developed a
recyclable and home compostable seaweed-lined takeaway container for
restaurants. The packaging is sold via our webshop in the United Kingdom and
we are working with Notpla to scale their capacity to supply other markets.
We are exploring in detail the viability of packaging reuse in the takeaway
sector. We are trialling schemes in the UK, Canada, the Netherlands and
Germany to investigate and overcome some of the challenges with reusable
food takeaway packaging.
Where alternatives are available, we have stopped the sale of single-use plastic
packaging on our partner webshops globally. We want our partners to have the
right support to understand and choose sustainable packaging options. So we
have developed a packaging policy, which includes a list of 64 banned chemicals
to help guide and screen our suppliers.
We source bags and jackets made of recycled content. Our winter jackets are
made of recycled plastic bottles. The foam in our hot foods bags and rucksacks
are manufactured from recycled foam. When it comes to material choice, where
possible we look for circular materials and certified materials, such as Global
Recycle Standard (GRS) certified polyester and cotton and Forest Stewardship
Council (FSC) certified paper for disposable bags and napkins.
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
programme more widely. We’re partnering with The Vegetarian Butcher in the
UK, Germany and the Netherlands to inspire restaurants to expand their plant-
based offer.
People & society
We at Just Eat Takeaway.com are aware of the importance of our people and the
impact we have both on them and on society in a broader sense. We strive to
make our contribution and have a positive impact on various employee and
social-related issues.
We recognise that our business relies on the support of local restaurants,
consumers and couriers. We think it is important that we contribute back into
the communities we serve, which is why in 2021 we created 1,200 new salaried
Customer Services jobs in and around Sunderland (UK), Sydney and Dublin.
In 2022 we will continue to grow in Madrid and Milan as part of our global drive
to offer better support to our partners and consumers and reduce reliance on
outsourcers. By the end of 2022 Just Eat Takeaway.com in-house teams are
expected to provide around 63% of our total Customer Services workforce with
the majority of the outsourced contribution coming from the U.S. As per
31 December 2021, around 49% of our total Customer Services workforce was
insourced.
We also aim to provide a positive impact on employment by, for example,
employing our couriers in continental Europe (except in Slovakia). For more
information please see ‘Our People–Taking good care of our couriers’.
In addition, we are committed to conducting our business honestly and with
integrity. A big part of that is making sure our people feel encouraged and
supported to speak up without fear of retaliation when something is not right.
With that in mind, we have introduced our new Speak-Up Policy (as well as a
‘speak-up’ hotline) that addresses the ability to speak up about topics such as,
for example, bribery, fraud, modern slavery, risk or actual damage to the
environment and a breach of our Code of Conduct (which will be further
discussed below). Our Speak-Up Policy and ‘speak-up’ hotline is not only
applicable and available for our employees and employed couriers, but also to
independent contractors, partners, customers, shareholders and suppliers.
Supporting local communities
We have run multiple initiatives to support our local communities in 2021.
•
In Australia, our local brand, Menulog, partners with the National Indigenous
Culinary Institute (NICI) to help provide crucial education and training to
aspiring Indigenous chefs. With an initial commitment of $100,000,
this ever-green partnership spans several initiatives; first and foremost
enabling the organisation to increase its staff to expand the organisation
into key cities, reaching more restaurants and aspiring chefs.
•
In Australia, Menulog commenced its partnership with OzHarvest in June
2021, becoming one of OzHarvest’s ‘Awesome Partners’ and launched the
Meal4Good initiative. Starting in September 2021, on the last Friday of
every month, for every single order placed via a Menulog ‘Local Legend’
partner, Menulog will donate the cost of one meal to OzHarvest. Menulog
aims to donate 200,000 meals to OzHarvest over the next 12 months
through the Menulog Meal 4 Good program.
•
During the Winter Charity campaign in Canada, $1 was donated to Food
Banks Canada for every order placed on the network on Giving Tuesday,
resulting in over 800,000 meals being donated to local food banks across
Canada. Through their Food for Thought campaign, our local brand in
Canada, SkipTheDishes, was also able to donate $40,000 to Mealshare,
an award-winning social enterprise which goal is to see an end to youth
hunger in our lifetime.
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Our stakeholders
•
In the UK the Just Eat Christmas Meal Appeal, raised enough funds to
provide at least 330,000 meals to feed the most vulnerable. The campaign
encouraged customers, employees, partners and delivery couriers to either
donate, volunteer, or deliver free meals and Christmas essentials to those in
need. Just Eat also matched donations up to the sum of £200,000 and we
joined forces with Coca-Cola, who donated 20p for every Coca-Cola drink
sold by an independent partner on Just Eat, up to a maximum of £150,000.
All funds raised were donated to charities Social Bite – a movement to end
homelessness – and FoodCycle who support low-income families, the
homeless and those experiencing loneliness by providing community
meals, made from food that would have otherwise gone to waste.
•
Instead of sending partner gifts at the end of the year, we donated €50,000
in total to the European Food Banks Federation in 10 of our European
markets.
Code of Conduct
We are committed to conducting our business with integrity and fairness,
with respect for the law and our values: Lead, Deliver and Care. In 2021 we
amended the Code of Conduct to better reflect our values within a combined
Just Eat Takeaway.com organisation. Our Code of Conduct sets out our
commitment to being an ethical and responsible business. Furthermore, it sets
outs the key principles that individuals acting for us or on behalf of us need to
observe. Our Code of Conduct covers social and employee areas such as socially
unacceptable behaviour, safe working conditions, ethical working practices,
respect for human rights, bribery, fraud, modern slavery and sustainability.
We believe in fair treatment and equal rights for all, regardless of nationality,
race, culture, beliefs, gender, age and sexual orientation. We believe in treating
each other with care and respect, and do not tolerate intimidation or
harassment in any form. We value diversity and do not tolerate discrimination.
Read more about this topic in the section ‘Our People’.
Additionally, our Code of Conduct also emphasises our position on bribery and
corruption and that, unless gifts or favours to employees are legitimate and
contribute to our business (within approved guidelines), all other direct or
indirect offers, solicitation or acceptance of payments in order to obtain a
commercial advantage are prohibited.
Although we are occasionally confronted with less desirable behaviour, such as
fraud, we consider the Code of Conduct to be effective. We aim to address such
behaviour effectively, appropriately and securely, for instance by ensuring new
or revised policies and procedures are put into place to mitigate such
occurrences in the future.
Reporting and benchmarking
We reported our environmental impacts via CDP - a not-for-profit charity that
runs the global disclosure system for investors, companies, cities, states and
regions to manage their environmental impacts. CDP’s Full GHG Emissions
Dataset provides modelled and reported emissions covering over 5,000
companies. Their processes ensure that our calculations are independently
checked and disclosed in a way that is useful for our business and for investors
and other stakeholders to track our progress. This year, Just Eat Takeaway.com
received an A rating from MSCI, an assessment designed to measure a
company’s resilience to long-term, environmental, social and governance (ESG)
risks.
Besides these voluntary reporting indices we are also following the obligations
of the Climate Delegated Act (EU Taxonomy) and implementing the relevant
recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD).
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We have assessed the eligibility of these revenue streams and concluded that
none of the revenue streams are eligible under the EU Taxonomy on CCM and
CCA environmental objectives. Although part of the revenues arising from
Delivery services are generated using bicycles, e-bicycles and e-scooters, there
is not an explicit reference in the EU Taxonomy to delivery services nor does it
meet the specific description of other activities listed therein. Hence, it is
considered that consumer delivery fees are not eligible under the EU Taxonomy
and the proportion for EU Taxonomy-eligible turnover will amount to nil.
Capital and operating expenditure eligibility assessment
To assess the proportion of EU Taxonomy-eligible capital and operating
expenditure, we have identified the line items in the Consolidated financial
statements that correspond to the definition of capital and operating
expenditure under the EU Taxonomy against the EU Taxonomy-eligible economic
activities under the CCM and CCA environmental objectives. Based on the
assessment, the EU Taxonomy-eligible activities are less than 1% of the total
expenditure for each category. As such, eligible capital expenditure and
operating expenditure is regarded as not material for 2021 and the percentage
for EU Taxonomy-eligible capital and operating expenditure is reported as nil.
TCFD
We recognise the growing concern around climate change and the expectation
of our stakeholders to assess and disclose climate-related risks and
opportunities. This section explains our approach to climate change along the
structure of the TCFD recommendations.
EU Taxonomy
In accordance with Applicable Laws, the Company is subject to the obligation to
disclose the proportion of its turnover, its capital expenditures, and operating
expenditure that is eligible under the EU Taxonomy.
The EU Taxonomy stipulates which activities can be labelled as ‘green’,
that substantially contribute to one or more of six environmental objectives.
As of December 2021, two out of six environmental objectives, being climate
change mitigation (CCM) and climate change adaptation (CCA) are adopted and
business activities can be assessed.
The Company needs to identify if its activities are eligible under the EU
Taxonomy. Our main activity is NACE I56.10 – Restaurants and mobile food
service activities. As this activity is currently not described in the EU Taxonomy,
turnover, capital expenditure and operating expenditure related to this activity
can be classified as EU Taxonomy-non-eligible. The next paragraphs shortly
describe our eligibility assessment.
Turnover eligibility assessment
The turnover KPI is calculated by the proportion of the revenue derived from
products or services that are EU Taxonomy-eligible. Just Eat Takeaway.com’s
total revenue is classified as either order-driven or ancillary revenue,
as described in ‘Note 3 in the Consolidated financial statements 2021’. Order-
driven revenue is earned from partners and consumers and primarily includes
commission fees and consumer delivery fees which are charged on a per order
basis. Ancillary revenue consists of any other revenue, including sale of
merchandise, promoted placement fees which are not earned on a per order
basis, and subscription fees.
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
Strategy
We have conducted an internal climate specific risk assessment. We considered
various types of risks and opportunities related to climate change, including
regulatory, technological, legal, market, reputation and physical risks, taking a
short (<1 year) and medium (1-5 years) time horizon into account. The risks and
opportunities identified in this assessment include:
•
negative impacts on food security and our delivery fleet, couriers and
logistics infrastructure caused by increased rain, instance of drought and
other adverse weather conditions;
By including climate-related financial disclosures consistent with the TCFD
recommendations, we comply with the requirements of LR 9.8.6R of the
Financial Conduct Authority except for the following matters:
•
Disclosure “strategy a)”: We have not yet extended our internal climate
specific risk assessment over a long-term time horizon.
•
Disclosure “strategy c)”: We have not yet performed a climate-related
scenario analysis or quantitative risk assessment.
Please find more information below on the steps that are being taken and the
timeframe in which we expect to be able to make these disclosures.
Governance
The Management Board plays a central role in governing the Company’s
approach to climate-related issues. The Management Board guides and
prioritises risks and opportunities, including those related to climate change.
Furthermore, the Management Board has the responsibility to review and
approve climate related targets and initiatives including measuring our carbon
footprint and setting emission reduction targets, and reviews progress on plans
on a regular basis.
The Senior Director of Global Partnerships, Sponsorships and Sustainability also
leads a global Responsible Business & Sustainability team, which has the
day-to-day responsibility to monitor climate related issues and ensure progress
is being made on the priority focus areas as outlined in the Responsible Business
& Sustainability Framework.
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
Understanding the importance of taking greater action to tackle climate
change, we have adopted a target for our direct operations to be Net Zero by
2030.
Risk Management
Our process for identifying and assessing climate-related risks and
opportunities follows our organisation-wide ERM process, with an internal
climate specific risk assessment covering our direct operations (scope 1 and 2),
as well as upstream and downstream activities (scope 3). Please find more
detailed information on how we manage risks in the ‘Risk management’ section.
Metrics & Targets
Our target of Net Zero by 2030, set in October 2021, covers our scope 1 and 2
emissions which are the metrics we use to assess our climate-related risks and
opportunities, as identified in the strategy section above. Given the target has
recently been set, we are unable to report progress made against this target in
this report but plan to do so in our 2022 annual report. We will continue to work
on identifying opportunities to reduce our scope 3 emissions and how we could
set a credible and achievable target. Our focus has been on addressing GHG
emissions from our direct operations, because it is more complex setting a
target for our wider value chain that depends on the activities of our partners
and the environmental impact decisions that they take.
Please find more information on our scope 1 2, 3 emissions and our Net Zero
pledge respectively in the paragraphs ‘Measuring the carbon footprint of our
marketplace’ and ‘Planet’.
•
the impact of legislation on GHG emissions of our delivery restaurant
partners, requiring transition to electrification of vehicles resulting in
potential delivery disruptions;
•
the impact of legislation on GHG emissions on the delivery operations of
our own fleet, pushing towards the electrification of vehicles resulting in
reduced GHG emissions;
•
the impact of legislation on GHG emissions in relation to the use of the
Company’s offices and facilities, pushing towards renewable electricity
sourcing for our offices and facilities;
•
the ability to promote more sustainable and reusable packaging towards
our partners and work with packaging manufacturers in response to circular
economy legislation.
Please find more detailed information on these risks and opportunities within
the ‘Planet’ paragraph.
Having considered the outcome of the internal climate specific risk assessment
and after consultation with relevant senior management, we identified a
number of medium to high priorities. These were subsequently assessed against
our global Enterprise Risk Management methodology (including discussions
with the Management Board about climate risk) which led to the conclusion that
these priorities did not present high to critical strategic risks to the Company in
the short or medium term. We will continue to review the impact of climate-
related risks on a regular basis. Should the priorities shift towards high to critical
strategic risks to the Company in the future, this will be reported to the
Management Board for further discussion and approval.
Because we are still developing our approach to managing climate related risks
we have not yet undertaken a risk assessment over a long-term time horizon,
conducted climate-related scenario analysis or carried out a quantitative risk
analysis to inform our Strategy, but plan to take steps to complete these within
the next 18-24 months.
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
Investor relations policy
We are committed to complying with applicable rules and regulations on fair
disclosure to shareholders. The Company has a detailed communication
programme in place to maintain proper communications with investors,
shareholders and analysts. Communication events are available on the section
‘Investors’ and are posted on the Company’s corporate website: https://www.
justeattakeaway.com at the same time as they are made available to analysts
and investors.
Bilateral meetings with (potential) shareholders will not be held during a period
from the first day of a quarter until the day of the announcement of the results
over the preceding quarter. These periods generally cover a period of
approximately ten weeks immediately prior to the first publication of the annual
results of the Company, a period of approximately six weeks immediately prior
to the first publication of the Company’s semi-annual results and a period of
approximately three weeks immediately prior to the first publication of the
Company’s quarterly trading updates, if applicable.
During these periods the Company will also refrain from making presentations
at financial conferences, to retail investor audiences or one-on-one meetings
with shareholders. Exceptions may apply, for example if communication relates
to factual clarifications of previously disclosed information.
The Company does not assess, comment upon, or correct, other than factually,
any analyst report or valuation prior to publication. The Company is committed
to helping investors and analysts become better acquainted with Just Eat
Takeaway.com and its management, as well as to maintaining a long-term
relationship of trust with the investment community at large.
The policy regarding bilateral contacts with shareholders provides the principles
upon which Investor Relations engages with shareholders and other market
participants to provide this information.
Our Shareholders
Just Eat Takeaway.com aims to maintain and further strengthen a strong
reputation of a transparent, proactive and approachable company.
Engagement with shareholders
In 2021, the Company’s shares were listed and traded on Euronext Amsterdam,
its CDIs were listed and traded on the London Stock Exchange and, since 15 June
2021, its ADSs were listed and traded on Nasdaq.
The Managing Directors interact with our shareholders by way of regular
roadshows and conferences, and there are frequent discussions with our major
shareholders, managed by the Investor Relations department.
In 2021, our roadshows and discussions were mainly conducted virtually.
On 21 October 2021, we also held our first Capital Markets Day, which focused
on the following topics:
•
Vision & Strategy – Empowering every food moment to deliver sustainable
growth and profits; benefits of a hybrid operating model; and extending
Delivery to build sustainably profitable market positions.
•
Market Leadership – Building on our strong track record of execution;
continuing our successful turnaround in the UK; and deploying our clear
playbook in the US to overcome current challenges.
•
Innovation – Expanding our market through convenience grocery;
enhancing the experience for consumers and partners through technology;
and leading the food delivery sector in initiatives on Responsible Business
and Sustainability.
•
Financials – A new reporting segmentation which aligns with our
organisation; and pursuing a clear path to a long-term group Adjusted
EBITDA as percentage of GTV in excess of 5%.
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
is ongoing and as a result, the Company remains listed on Euronext Amsterdam
and the London Stock Exchange until otherwise decided.
In August 2021, the Company was no longer assigned UK nationality by FTSE
Russel in its semi-annual nationality review and was removed from the FTSE 100
as per 20 September 2021. The Company has been included in the AEX-Index on
Euronext Amsterdam throughout the year.
Just Eat Takeaway.com N.V. share price performance
Since its listing in September 2016, the development of the share price of the
Company on Euronext Amsterdam is as follows:
Listing venues & indices
In light of the enlarged and more globalised investor base that Just Eat
Takeaway.com N.V. has following completion of the Grubhub Acquisition, and in
the interests of both the Company and its shareholders, in January 2021 the
Company announced its intention to take a period of time in which to determine
the optimal listing venues for its long-term future. As part of this assessment,
the Company considered, amongst other things, liquidity and trading volumes
across the listings it has in Amsterdam, London and New York. As announced on
8 February 2022, the Company has progressed its review to determine optimal
listing venues and decided to delist its ADSs from the Nasdaq Global Select
Market by the end of the first quarter of 2022. The Company expects its ADSs to
be quoted and traded on the OTC Markets via a sponsored Level I Programme
following the voluntary delisting. The assessment of the optimal listing venues
0
400
800
1,200
1,600
10,200
Volume; x 1,000 shares
Share price Share volume
20
40
60
80
100
120
Share price; €
29/9
2016
Dec
2017
Dec
2016
Jun
2017
Jun
2018
Dec
2018
Jun
2019
Dec
2019
Dec
2021
Jun
2021
Dec
2020
Jun
2020
Data per share
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
On the basis of the total number of 212,621,200 issued ordinary shares,
the market capitalisation as at 31 December 2021 was €10.3 billion.
Shareholders with % or more interest
The Applicable Laws contain requirements regarding the disclosure of capital
interests and voting rights in companies listed on Euronext Amsterdam and the
London Stock Exchange and registered in the United States.
In accordance with the filing requirements, the percentages shown include both
direct and indirect capital interests and voting rights and both real and potential
capital interest and voting rights. According to the register of the Dutch
Financial Supervision Authority (AFM) as at 22 February 2022, shareholders who
have disclosed holdings exceeding the 3% threshold are as follows:
Major shareholders
Name
Date of Notification
Obligation
Capital
Interest
Voting
Interest
Gribhold B.V. (founder)  June  .% .%
Caledonia (Private) Investments Pty Limited  February  .% .%
Tiger Global Management LLC  April  .% .%
S.A. Klarman  October  .% .%
Cat Rock Capital Management LP  October  .% .%
BlackRock, Inc.  November  .% .%
Norges Bank  February  .% .%
Templeton Global Advisors Limited  October  .% .%
Baillie Gifford & Co  February  .% .%
JP Morgan Chase & Co  October  .% .%
It is possible that the stated interests differ from the current interests of the
relevant shareholder.
Declaration of no objection from DNB
One of the 100% indirect subsidiaries of Just Eat Takeaway.com N.V.,
Takeaway.com Payments B.V., is a payment institution under supervision of DNB
and as a result it is required to comply with rules applicable to payment
institutions. As a consequence of one of these rules, each person is required to
obtain a declaration of no objection from the Dutch Central Bank (De
Nederlandsche Bank N.V.; DNB) before it can hold, acquire or increase a holding
of 10% or more of the shares and/or voting rights in the Company requires a
declaration of no objection from DNB prior to obtaining such a holding and that
certain changes to such an interest may also require such a regulatory approval.
Capital events 
Convertible bond offering
On 2 February 2021, the Company successfully placed €1.1 billion of convertible
bonds, consisting of two tranches with an aggregate principal amount of €600
million due August 2025 (Tranche A) and with an aggregate principal amount of
€500 million due February 2028 (Tranche B), convertible into ordinary shares of
the Company. The convertible bonds have been issued at 101.5% (Tranche A)
and at 100% (Tranche B) of their nominal value and redeemed at 100% of their
nominal value. The Tranche A convertible bonds do not bear interest and the
Tranche B convertible bonds have been issued with an interest rate of 0.625%
per annum, payable semi-annually in arrear in equal instalments on 9 February
and 9 August of each year, commencing on 9 August 2021, corresponding to an
annual gross yield-to-maturity of (0.331)% (Tranche A) and 0.625% (Tranche B).
Completion of the convertible bonds offering occurred on 9 February 2021.
The Company intends to use the net proceeds from the issue of the convertible
bonds for general corporate purposes as well as to provide the Company with
financial flexibility to act on strategic opportunities which may arise.
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
Financial calendar 
Our financial calendar can be viewed on:
https://www.justeattakeaway.com/financial-calendar
Contact
Shareholders, investors and analysts are invited to contact Investor Relations
with any information requests they have:
Joris Wilton, VP Corporate Communications & Investor Relations
ir@justeattakeaway.com
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Just Eat Takeaway.com Annual Report 2021
Our stakeholders
65
Our performance
in 2021
We observed strong consumer acquisition trends and online share gains from
our investments in marketing and our Delivery offering (partner selection and
providing competitive value proposition to our consumers). Due to the relative
scale of Grubhub, key performance indicators (KPIs) in this section are
presented on the basis of the combined results of Grubhub and Just Eat
Takeaway.com from 1 January 2019 until 31 December 2021.
We processed 1.1 billion Orders in 2021, an increase of 270 million compared
with 2020. In 2021, we generated €28.2 billion in GTV, which is 31% higher
compared with 2020. Our revenue increased to €5.3 billion in 2021, representing
a growth rate of 33% compared to 2020, thereby in line with Order growth and
slightly above GTV growth. This higher growth rate was primarily driven by an
increase in Delivery share. Delivery orders have higher commission rates and
may also include a consumer delivery fee.
There are three broad areas on which we have focused our investments to
strengthen our network effects (i) expanding our partner supply, (ii) investing in
our brand and (iii) investing in our consumer experience and value proposition.
As a result of business acceleration and investments in our long-term growth
strategy, we delivered Adjusted EBITDA of minus €350 million in 2021.
Below we explain how the developments in our key performance indicators
contributed to our results in 2021.
During 2021, we built on the strong
momentum generated in 2020, maintaining
strong organic order growth and completing
the combination with Grubhub.
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Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
As at 31 December
Partners (in thousands)
2021 2020 2019 2021 to
2020
(% change)
2020 to
2019
(% change)
North America    % %
Northern Europe    % %
UK & Ireland    % %
Southern Europe & ANZ    % %
Total Partners    % %
In 2021, we continued to build on the strong growth of 2020, adding an
additional 129 thousand partners. Additional investments in the sales
department over the last two years have been a large contributing factor to this
growth. Many partners also self-register, due to our strong brand presence.
Active Consumers
Active Consumers are unique consumer accounts (identified by a unique email
address) from which at least one order has been placed on Just Eat
Takeaway.com’s platforms in the last 12 months. We believe the Active
Consumers metric is a useful measure for our stakeholders because it indicates
Just Eat Takeaway.com’s market position and level of penetration in a particular
market and allows an assessment of the level of engagement with Just Eat
Takeaway.com’s platforms. Just Eat Takeaway.com’s management uses Active
Consumers, as a key revenue driver, to evaluate operating performance and as a
valuable measure of the size of its engaged base of consumers.
Performance review
Key performance indicators
Our KPIs, which are used to analyse Just Eat Takeaway.com’s business and
financial performance and help develop long-term strategic plans, all indicated
strong performance during 2021. Our core operational KPIs being Partners,
Active Consumers, Returning Active Consumers as % of Active Consumers,
Average Monthly Order Frequency, Orders, Gross Transaction Value and Average
Transaction Value are summarised below.
Partners
Partners are the total number of restaurants, grocery stores and other offerings
listed on the Just Eat Takeaway.com platforms as at a particular date. This year
we have renamed this KPI from ‘restaurants’ to ‘partners’ to reflect the
increased diversity of the food businesses listed on our platforms. We believe
the total number of partners is a useful measure for our stakeholders because
growth in the number of partners enhances and diversifies the offering to
consumers, in turn attracting more consumers, promoting network effects,
and positively impacting performance. Our management uses the total number
of partners listed on Just Eat Takeaway.com’s platforms to evaluate market
position and penetration, and to assess the value proposition to consumers.
For that reason, we continuously invest in the acquisition of new partners in all
our markets. In order to expand the addressable offering, we provide delivery
services to partners that do not have their own delivery service, thereby further
increasing the offering and cuisine diversity to our consumers. We aim to
distinguish ourselves by having the largest possible partner offering in each of
our markets.
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Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Returning Active Consumers as % of Active Consumers
Returning Active Consumers are consumers who order more than once in a
twelve-month period. In 2021 we added over 7 million Returning Active
Consumers across our markets, from 60 million in 2020 to 67 million in 2021.
The Returning Active Consumers as a percentage of Active Consumers improved
across all segments on year over year bases and for total Just Eat Takeaway.com
increased by two percentage points to 67.4% in 2021 from 65.5% in 2020,
reflecting improved loyalty in our consumer base. This increasing trend shows
our investments are leading to sustainable growth.
As at 31 December
Returning Active Consumers
2021 2020 2019 2021 to
2020
(% change)
2020 to
2019
(% change)
Total Returning Active
Consumers as %
of Active Consumers .% .% .% .p.p .p.p
In 2021, we continued to grow our base of Active Consumers through new
consumer acquisition. The growth reflected the strength of our local brands in
our markets, which is driven by our strong value proposition to consumers,
our product, as well as our marketing efforts. Despite the significant growth in
our Active Consumer base, our penetration remains low, demonstrating
significant market headroom and a great deal of growth potential.
Active Consumer growth has increased in all segments except for North
America. In 2020, due to the covid-19 pandemic, the active consumer growth in
North America was the largest within Just Eat Takeaway.com at 35% which
creates a tailwind with 2021 year over year growth.
As at 31 December
Active Consumers(in millions)
2021 2020 2019 2021 to
2020
(% change)
2020 to
2019
(% change)
North America    (%) %
Northern Europe    % %
UK & Ireland    % %
Southern Europe & ANZ    % %
Total Active Consumers    % %
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Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Orders
This is the number of Orders by consumers that were processed through Just
Eat Takeaway.com’s mobile applications and websites. We believe the number of
Orders is a useful measure for our stakeholders because revenue from
commissions, the primary source of revenue for Just Eat Takeaway.com,
is generated from Orders. Management uses Orders to assess performance
across all segments and periods.
Just Eat Takeaway.com processed 1.1 billion Orders in 2021, representing a 33%
increase compared with 2020, driven by the increase in our Active Consumer
base, the improved percentage of Returning Active Consumers, and the
growing Average Monthly Order Frequency. All this was because of our
investment in our partner estate, brand recognition, product development and
expansion of our logistical network.
Year ended 31 December
Orders (in millions)
2021 2020 2019 2021 to
2020
(% change)
2020 to
2019
(% change)
North America    % %
Northern Europe    % %
UK & Ireland    % %
Southern Europe & ANZ    % %
Total Orders ,   % %
The number of Orders placed and processed through Just Eat Takeaway.com’s
platforms have a direct impact on our financial performance. Management
believes that the number of Orders which are placed and processed in a
particular market is largely driven by network effects and brand awareness and
preference among consumers in its markets, as well as a secular trend of food
Average Monthly Order Frequency
Average Monthly Order Frequency is calculated as monthly orders by the
number of consumers who have placed at least one order in that month, based
on a twelve-month average for the respective period. We believe that this
metric increases comparability with industry peers and is a useful measure for
our stakeholders because growth of such orders reflects continued user
activation and engagement. Using this metric, Just Eat Takeaway.com’s
management can assess consumer retention, engagement and implement
supply- or demand-based initiatives in response.
The Average Monthly Order Frequency increased by 0.3 to 2.9 times in 2021
from 2.6 times in 2020, which created a multiplier effect on our order figures.
This growth in Average Monthly Order Frequency compared with the already
high levels in 2020 shows the continued trend of consumers ordering a greater
number of their meals online.
As at 31 December
2021 2020 2019 2021 to
2020
(% change)
2020 to
2019
(% change)
Total Average Monthly
Order Frequency
. . . % %
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Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Average Transaction Value (ATV)
Average Transaction Value represents GTV divided by the number of Orders in a
particular period. We believe Average Transaction Value is a useful measure for
our stakeholders because it gives insight into structural differences in the value
paid by consumers across different segments, which impacts revenue from
commissions, the primary source of revenue for Just Eat Takeaway.com.
There are significant variations in the Average Transaction Value across our
segments, which is largely a function of country-specific factors. For example,
North America’s ATV is 38% higher than that of Southern Europe & ANZ. This is
driven by the high level of tips in North America, which is much less significant in
Southern Europe & ANZ. Other factors contributing to variations between
segments are differences in cost of food, share of branded chains in the order
mix and translational foreign exchange differences where the local currency is
not Euro.
Year ended 31 December
Average Transaction Value
(in €)
2021 2020 2019 2021
% change
2020
% change
North America . . . (%) %
Northern Europe . . . % %
UK & Ireland . . . (%) %
Southern Europe & ANZ . . . % %
Total AT V . . . (%) %
ordering shifting from offline channels to online channels, which is a common
feature across all markets. Just Eat Takeaway.com has continued to invest
significantly in marketing in the period, which has been designed to enhance
brand awareness and preference, to establish and maintain its market-leading
positions in its largest markets and thereby enhance network effects.
Gross Transaction Value (GTV)
Gross Transaction Value consists of the value that the consumers have paid on
all orders. GTV’s largest components are food value, delivery fees and tips.
We believe GTV is a useful measure for stakeholders because it represents a
transparent and comparable indication of our share of the food delivery
industry and increases comparability with industry peers.
Total GTV increased by 31% to €28.2 billion in 2021 from €21.4 billion in 2020.
The relative growth of our GTV was lower than our Order growth rate because of
a growing share of Orders from quick service restaurants as well as a slight
reduction in the number of items in each basket, driven by changes in consumer
behaviour due to relaxation of Covid-19 restrictions as compared with 2020.
Year ended 31 December
Gross Transaction Value
(€ billions)
2021 2020 2019 2021 to
2020
(% change)
2020 to
2019
(% change)
North America . . . % %
Northern Europe . . . % %
UK & Ireland . . . % %
Southern Europe & ANZ . . . % %
Total GTV . . . % %
70
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Financial review of 
In 2021, our continued strong organic performance and the business
combination with Grubhub significantly impacted both our scale and
performance. Due to the magnitude of the acquired businesses (Just Eat in
2020 and Grubhub in 2021), the Revenue and Adjusted EBITDA paragraphs of
this section are presented on the basis of the combined results of legacy Just
Eat, legacy Takeaway.com, and legacy Grubhub as from 1 January 2019 in order
to provide comparable information for the periods under review.
Revenue
Just Eat Takeaway.com generates revenue primarily through the orders placed
on its platforms. This revenue is derived principally from commissions charged
to partners based on a percentage of the food value of a particular order. It also
comes, to a lesser extent, from consumer delivery fees charged for delivery
services provided by Just Eat Takeaway.com to partners that do not deliver
themselves, payment service fees charged for processing online payments and
other revenue streams such as partner promoted placement, subscription,
and merchandise revenue.
In 2021, we generated total revenue of €5.3 billion, a 33% increase from
€4.0billion in 2020. This increase was driven by order growth across all
segments and a continued mix shift to delivery orders along with an uplift in
delivery fee pricing in the second half of the year. This was partially offset by the
negative impact of fee caps in North America and a reduction in Average
Transaction Values due to the segments moving out of Covid-19 lockdowns and
the continuing increase in partnerships with branded chains for which orders
typically have a lower basket size. Revenue growth exceeded GTV growth of
31%, mainly driven by an increase in the proportion of delivery orders, which
have a higher revenue per order, as well as growth in partners’ promoted
placement revenue.
Year ended 31 December
(€ millions)
2021 2020 2019 2021 to
2020
(% change)
2020 to
2019
(% change)
North America , , , % %
Northern Europe ,   % %
UK & Ireland ,   % %
Southern Europe & ANZ    % %
Total Revenue , , , % %
71
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Southern Europe & ANZ
Southern Europe & ANZ revenue grew by 48% to €548 million in 2021 from €370
million in 2020. This growth outpaced the Order and GTV growth rates, due to a
continued mix shift towards Delivery orders, particularly in Australia, as well as
an increase in delivery fees in the second half of 2021. The share of Delivery
orders increased to 40% in 2021 from 28% in 2020, partially driven by the focus
on growing partner supply, particularly branded chains.
Adjusted EBITDA
Adjusted EBITDA consists of Just Eat Takeaway.com’s operating income / loss for
the period adjusted for depreciation, amortisation, impairments, share-based
payments, acquisition- and integration related costs and other items not
directly related to underlying operating performance. Other items not directly
related to underlying operating performance include, amongst others,
restructuring costs, certain legal, tax, and regulatory costs and certain insurance
income and costs.
Adjusted EBITDA decreased to minus €350 million in 2021 from €363 million in
2020, reflecting a year of significant investment in technological infrastructure,
marketing, and our Delivery business, with continued profitable growth in some
markets. Our losses peaked in the first half of 2021, with a particular focus on
delivering a competitive value proposition to our consumers, growing our
partner selection, including a significant number of branded chains, increasing
our online share, and continuing strong consumer acquisition. We ensured
positive trends seen through the second half of 2021 with strategic investments
continued, particularly with our multi-year UEFA
™
sponsorship and the ongoing
expansion of our Delivery business while focusing on network efficiencies.
North America
Revenue grew by 17% year over year reaching €2,470 million. This growth is in
line with GTV growth aided by the organic order growth and the increase in the
proportion of Delivery orders. Revenue was significantly impacted by the
government-imposed fee caps of €192 million. We have continued to support
partners during this difficult period. We believe the imposition of permanent
fee caps violates both the United States Constitution and state constitutions.
Together with certain competitors, we filed lawsuits against San Francisco
(July2021) and New York City (September 2021).
Northern Europe
In Northern Europe, we grew revenue by 43% to €1,064 million in 2021 from
€745 million in 2020. This was driven by growth in Orders, as well strong growth
in our Delivery services and an uplift in delivery fees in the second half of 2021.
With more demand from our partners our promoted placement revenue
increased, and we saw a continued trend of our consumers moving from cash to
online payments increasing our online payment service revenue, both of which
drove ancillary revenue growth.
United Kingdom and Ireland
In the United Kingdom and Ireland, revenue grew by 63% to €1,249 million in
2021 from €768 million in 2020. The revenue growth rate was higher than the
order growth rate, aided by the increase in percentage of Delivery orders to
39% in 2021 from 15% in 2020, as well as an uplift in consumer fees in the
second half of 2021. This rapid shift in the order mix to delivery reflects the
strong growth with branded chains partnerships seen in 2021, and contributed
to the fall in Average Transaction Values year-on-year. We also saw the segment
continue the trend of having a strong increase in partners’ promoted placement
revenue.
72
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
United Kingdom and Ireland
In United Kingdom and Ireland, Adjusted EBITDA was minus €107 million in 2021
from €237 million in 2020, with the Adjusted EBITDA margin as a percentage of
GTV declining to minus 2% in 2021 from 5% in 2020. The lower Adjusted EBITDA
reflected our continued investments to win online share, including the
expansion of partners choice particularly with branded chains, marketing
particularly through our UEFA sponsorship, and growth in our Delivery business
with a period of reduced delivery fees for our consumers.
Southern Europe & ANZ
Southern Europe & ANZ had an Adjusted EBITDA of minus €262 million in 2021
compared with minus €92 million in 2020, with the Adjusted EBITDA margin as a
percentage of GTV falling to minus 9% from minus 4% in 2020. This reduction in
Adjusted EBITDA was particularly the result of investment in legacy Just Eat
markets, which were underfunded historically. This included investment in
marketing, leveraging our global campaign and UEFA
™
sponsorship, our Delivery
business, expanding the coverage and introducing a period of reduced pricing
delivering a competitive value proposition to our consumers, and significantly
expanding our partner coverage.
Head office
As from 2020, head office is no longer allocated to segments and is reported
separately. Head office relates to non-allocated expenses and includes all central
operating expenses such as staff costs and project expenses for global support
teams like legal, finance, business intelligence, human resources and
Management Board. Not included in head office are costs of global IT and
product functions, which are allocated to countries and therefore included in
segment Adjusted EBITDA. Head office expenses increased to €208 million in
2021 from €165 million in 2020. This increase of 26% is lower than the organic
growth in the business, and is driven mainly by investments we made in the
expansion of global teams to support growth and drive business efficiencies.
Year ended 31 December
(€ millions) 2021 2020 2019 2021
%of GTV
2020
%of GTV
North America ()   % %
Northern Europe    % %
UK & Ireland ()   (%) %
Southern Europe & ANZ () () () (%) (%)
Head office () () ()
Adjusted EBITDA ()   (%) %
North America
In North America, Adjusted EBITDA decreased to minus €28 million in 2021 from
€166 million in 2020, with the Adjusted EBITDA margin as a percentage of GTV
falling to 0% from 2% in 2020. The lower Adjusted EBITDA reflected mainly the
impact of commission fee caps and Covid-19 voluntary rebates contributing to
€91 million change year-on-year, as well as increased courier costs, due to
mostly temporary factors including a labour shortage as a result of increased
demand.
Northern Europe
Northern Europe Adjusted EBITDA increased by 18% to €256 million in 2021 from
€217 million in 2020, despite significant investment in the expansion of the
Delivery business, as well as in our partner network and marketing. The adjusted
EBITDA margin remained at 4%, with strong operational leverage in many of our
mature markets resulting in the highest adjusted EBITDA margin as a percentage
of GTV within Just Eat Takeaway.com.
73
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
74
“ 2021 has been an investment year
for our company to strengthen
our market positions. We will focus
on profitability improvements
in the coming period”
Brent Wissink, CFO
75
Revenue
Year ended 31 December
€ millions 2021 2020
Order-driven revenue , ,
Ancillary revenue  
Revenue , ,
Just Eat Takeaway.com has revised its disaggregation of revenue in 2021 due to
the evolving landscape of Just Eat Takeaway.com, in particular the diversification
of fee and fulfillment models (including those of the newly acquired Grubhub).
The previous disaggregation of revenue therefore has become less meaningful
because across our order-driven revenue generating activities there is no
significant variation in how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic factors. The revised
disaggregation distinguishes between revenues which are earned directly from
orders placed on Just Eat Takeaway.com’s platforms and revenues which are
not. The comparatives have been adjusted accordingly.
Revenue is presented net of any discounts provided to partners or consumers,
VAT and other sales-related taxes.
Order-driven revenue
Order-driven revenue consists of all revenue streams which are earned from
orders placed on Just Eat Takeaway.com’s platforms. Order-driven revenue is
earned from partners and consumers and primarily includes commission fees
and consumer delivery fees which are charged on a per order basis.
Order-driven revenue increased by 118% to €4,314 million in 2021. This growth
was predominantly driven by the full 12 months of combination with Just Eat as
compared to 8.5 months last year, the combination with Grubhub, as well as
strong order performance with a noticeable shift toward delivery, expansion of
partnerships with branded chains and an uplift in delivery fees in the second
Financial Statements review - on an IFRS basis
The commentary in the following paragraphs is based on the 2021 Consolidated
financial statements and 2020 comparative figures included therein.
Main changes in consolidation
•
On 30 September 2021 Just Eat Takeaway.com completed the acquisition of
100% of the shares of Bistro.sk;
•
On 15 June 2021 the Company completed the acquisition of 100% of the
shares of Grubhub (“Grubhub Acquisition”);
•
On 15 April 2020 the Company completed the acquisition of 100% of the
shares of Just Eat (“Just Eat Acquisition”).
Year ended 31 December
€ millions
2021 2020
Revenue , ,
Courier costs (,) ()
Order processing costs () ()
Staff costs () ()
Other operating expenses (,) ()
Depreciation, amortisation and impairment () ()
Operating loss () ()
Share of results of associates and joint ventures () ()
Finance income  
Finance expense () ()
Other gains and losses  
Income tax benefit / (expense)  ()
Loss for the period (,) ()
Other comprehensive income / (loss) for the period  ()
Total comprehensive loss for the period () ()
76
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Staff costs
Year ended 31 December
€ millions 2021 2020
Wages and salaries  
Social security charges  
Pension premium contributions  
Share-based payments  
Temporary staff expenses  
Staff costs  
Staff costs increased by 113% to €890 million, reflecting continuing investments
in our organisation to execute on our growth strategy. Our staff-related
investments were primarily in operational functions with a large increase in our
customer service staff and delivery services to support the strong order growth
and migration from an outsourced to insourced operational model. We also
expanded our sales team to accelerate new partners acquisitions and grew our
IT and Product teams to strengthen our platform capabilities and develop new
functionalities. The share-based payments increased partially due to the
Grubhub Acquisition and partially because of a change in the bonus plans from
cash bonus plan to an equity-based incentive plan. Most of our temporary staff
costs relate to operations, which do not include costs related to employed
couriers which are classified as courier costs within order fulfilment costs.
Our staff related investments grew at a lower rate than Revenue. Our staff,
excluding couriers, increased to an average of 13,246 FTEs in 2021 from an
average of 6,158 FTEs over 2020.
half of the year, resulting in higher revenue from consumer fees. This growth
was partly offset by €148 million of government imposed commission caps and
voluntary partner support packages that we provided to our partners during
the Covid-19 pandemic.
Ancillary revenue
Ancillary revenue consists of any other revenue streams which are not earned
from orders placed on Just Eat Takeaway.com’s platforms. It primarily includes
sale of merchandise, promoted placement fees which are not earned on a per
order basis, and subscription fees.
Order fulfilment costs
Year ended 31 December
€ millions 2021 2020
Courier costs , 
Order processing costs  
Order fulfilment costs , 
Order fulfilment costs increased by €2,032 million, or 224%, compared to 2020.
This growth was predominantly driven by the full 12 months of combination with
Just Eat as compared to 8.5 months last year, the combination with Grubhub,
as well as strong order growth driving order processing cost, and the increase in
courier costs due to the expansion of our delivery services. Delivery Orders and
Delivery share grew in every segment in 2021 compared to previous year. These
costs increased at a higher rate than the Delivery orders, mainly due to the
expansion of our employed courier model and increasing cost per courier.
77
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
increasing our top-of-mind brand awareness, which has resulted in new
consumer acquisition growth compared to last year.
Depreciation, amortisation and impairment
Depreciation, amortisation and impairment expenses were €443 million in 2021,
up from €172 million in 2020. This increase related primarily to the full 12
months of amortisation of intangibles recognised regarding the combination
with Just Eat as compared to 8.5 months last year, and the amortisation of
intangibles recognised regarding the combination with Grubhub.
Following the annual impairment test, impairment losses of €18 million for
goodwill (2020: nil) and €36 million for intangible assets (2020: nil) were
recognised in 2021 for three Cash Generating Units (“CGUs”) to which a
non-significant amount of goodwill and other intangible assets is allocated.
Due to a declining or subscale market position in 2021 and decreasing order
growth rates compared to prior year in these CGUs, the recoverable amount of
these CGUs is lower than the carrying amount. Impairment losses of €45 million
relate to the segment ‘Southern Europe & ANZ’ and €9 million to the segment
‘Northern Europe’.
Share of results of associates and joint ventures
Our share of results of associates and joint ventures in 2021 was a loss of €62
million compared to €16 million in 2020. The 2021 losses relate to our share of
losses in iFood, an associate. In 2021, we invested €83 million in iFood.
Income tax expense
In 2021, the net income tax benefit was €8 million, compared with €4 million of
net income tax expense in 2020. This relates mainly to the taxable results of
non-Dutch entities resulting in a current tax expense of €38 million compared
with €27 million in 2020. In 2021, the deferred tax benefit was €46 million
compared with €23 million in 2020, relating to temporary differences from the
amortisation of intangible assets, the recognition of losses and an offsetting
effect on the impact of the UK tax rate change.
Other operating expenses
Year ended 31 December
€ millions 2021 2020
Marketing expenses  
Housing expenses  
Professional fees  
Other staff related costs  
IT related expenses  
Outsourced service costs  
Other operating expenses  
Total other operating expenses , 
Marketing expenses
Marketing expenditure can primarily be distinguished as relating to (i)
performance marketing (or pay-per-click/pay-per-order) which directly
generates traffic and Orders, such as search engine marketing, app marketing
and affiliate marketing (rewarding third parties for referrals to Just Eat
Takeaway.com’s platforms); and (ii) brand marketing, such as television and
online media, and outdoor advertising (billboards).
Marketing expenses increased by 85% to €684 million in 2021 compared with
€369 million in 2020, primarily driven by the full 12 months of combination with
Just Eat as compared to 8.5 months last year, the combination with Grubhub,
and investment in our brands such as the partnership with UEFA for the Euro
2020
™
football tournament.
Specifically, the UEFA Euro 2020
™
sponsorship has positioned our brand
association as a top-tier sports sponsoring brand and has laid the foundation for
our future work with UEFA through to 2025. We activated the partnership
through a bespoke advertising campaign with some of the world’s biggest
football stars, a very successful ‘Order & Win’ campaign, along with player
escorts, fantasy football and other initiatives. Aligned to our strategic goals,
we continue to lead share of voice in most of our key markets, while steadily
78
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Non-current assets, mainly consisting of goodwill, other intangible assets and
investments in associates and joint ventures, were €15.9 billion as at
31 December 2021, up from €9.5 billion as at 31 December 2020. This increase
was primarily driven by the Grubhub Acquisition, see Note 11 on pages 202 to
207 for more information.
Cash and cash equivalents increased to €1.3 billion as at 31 December 2021, from
€0.5 billion as at 31 December 2020. This increase was primarily driven by the
issuance of convertible bonds in 2021 and the Grubhub Acquisition.
Shareholders’ equity increased to €13.1 billion as at 31 December 2021, from
€8.5 billion as at 31 December 2020, mainly driven by the issuance of new
shares amounting to €4.6 billion in shares in connection with the Grubhub
Acquisition.
The solvency ratio, defined as total equity divided by total assets, was 73% as at
31 December 2021, down from 82% at year-end 2020, driven by the increase of
non-current assets.
Non-current liabilities increased to €3.5 billion as at 31 December 2021, from €1.1
billion as at 31 December 2020, driven by the issuance of convertible bonds
amounting to €1.1 billion, acquired senior notes of €0.4 billion and increased
deferred tax liabilities of €0.4 billion arising on the Grubhub Acquisition.
More details on Borrowings see Note 22 on pages 223 to 225.
Loss for the period
As a result of the factors described above, Just Eat Takeaway.com realised a net
loss after tax of €1,044 million in 2021 (2020: €151 million).
Other comprehensive income (loss) for the period
The other comprehensive income consists of foreign currency translation
income related to non-current assets held in foreign operations. Approximately
half of the income relates to the translation of the Grubhub related non-current
assets.
Financial position
Statement of financial position
As at 31 December
€ millions 2021 2020
Non-current assets , ,
Current assets excluding cash and cash equivalents  
Cash and cash equivalents , 
Total assets , ,
Share capital and share premium , ,
Legal reserves  ()
Other reserves () ()
Total shareholders’ equity attributable to equity
holders , ,
Non-controlling interests () 
Total equity , ,
Non-current liabilities , ,
Current liabilities , 
Total shareholders’ equity and liabilities , ,
79
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
Net cash used in investing activities amounted to €106 million in the year ended
31 December 2021, compared with net cash generated of €15 million in the year
ended 31 December 2020. The change in 2021 from 2020 was mainly driven by
funding provided to associates and joint ventures of €83 million (2020: €55
million) as well as investments in property and equipment and other intangible
assets of €151 million (2020: €43 million), partly offset by €128 million in cash
acquired in relation to acquisitions in 2021 (2020: €113 million in cash acquired in
relation to the Just Eat Acquisition).
Net cash generated by financing activities
Cash flows from financing activities comprise the cash receipts of the exercise
of share options, and payments for issued shares, debt instruments, and short-
term financing.
Net cash generated by financing activities amounts to €1.3 billion in the year
ended 31 December 2021, compared with net cash generated of €292 million in
the year ended 31 December 2020. The change in 2021 from 2020 was mainly
driven by the issuance of the convertible bonds of €1.1 million and the proceeds
from a bank loan of €300 million.
Outlook
As announced at our Capital Markets Day on 21 October 2021, please find our
FY2022 guidance below:
•
GTV to grow by mid-teens percentage points year-on-year in 2022;
•
2022 Adjusted EBITDA margin in a range of minus 0.6% to minus 0.8%
ofGTV.
Management reiterates the following long-term targets:
•
In excess of €30 billion of GTV to be added over the next 5 years;
•
Long-term group Adjusted EBITDA margin in excess of 5% of GTV.
Year ended 31 December
€ millions 2021 2020
Net cash (used in) / generated by operating activities () 
Net cash (used in) / generated by investing activities () 
Net cash generated by financing activities , 
Net cash and cash equivalents generated  
Effects of exchange rate changes of
cash held in foreign currencies  ()
Net increase in cash and cash equivalents
 
Net cash used in operating activities
Cash payments to employees and suppliers are recognized as cash flows from
operating activities. Cash flows from operating activities also include costs of
business acquisition and divestment related costs, spending on provisions,
and income taxes paid on operating activities.
Net cash used in operating activities amounted to €423 million in the year
ended 31 December 2021, compared with net cash generated of €177 million in
the year ended 31 December 2020. The change in 2021 from 2020 was mainly
driven by the Grubhub Acquisition, and significant investments to grow our
leadership positions as well as higher interest paid of €47 million (2020:
€14million) and income taxes paid of €53 million (2020: €33 million).
Net cash used in investing activities
Cash flows from investing activities are those arising from capital expenditure
and disposal, additions and disposals of loans carried at amortised cost,
additions and disposals of joint ventures and equity investments, and from the
acquisition of business combinations. Cash and cash equivalents available at the
time of acquisition or sale are deducted from the related payments or proceeds.
80
Just Eat Takeaway.com Annual Report 2021
Our performance in 2021
The Management Board is responsible for Just Eat Takeaway.com’s risk
management and internal control systems. The Management Board believes
that Just Eat Takeaway.com maintains an adequate and effective system of risk
management and internal control that complies with the requirements of the
Governance Rules.
The internal control systems of Just Eat Takeaway.com are designed to manage,
rather than eliminate, the risk that we fail to achieve our business objectives and
can provide reasonable, but not absolute, assurance against financial loss or
material misstatements in the financial statements. The Management Board
reviews the effectiveness of Just Eat Takeaway.com’s systems of internal control
relative to strategic, information technology, financial, operational and legal and
regulatory risks and discusses risk management and internal controls with the
Supervisory Board on a periodic basis. The Management Board is not aware of
any critical failings in these systems during the financial year 2021.
Just Eat Takeaway.com embeds risk management in its strategic business
planning. A top-down approach is followed in which management identifies the
major risks that could affect Just Eat Takeaway.com’s business objectives,
and assesses the effectiveness of actions, processes and controls in place to
manage and mitigate these risks. For an overview of our most important
business risks, please see the section ‘Risk Management’. Assurance on the
effectiveness of controls is obtained through management reviews and testing
of certain aspects of our internal financial control systems by our InfoSec Risk
and Control function, Internal Audit function, Compliance functions, and the
external auditors, during their annual audit. This, however, does not imply that
certainty as to the realisation of our business and financial objectives can be
provided, nor can the approach of Just Eat Takeaway.com to control its financial
reporting be expected to prevent or detect all misstatements, errors, fraud or
violation of law or regulations.
Statements by the Managing Directors
Management report
The following sections of this annual report form the management report under
Dutch law:
•
Company profile;
•
Report of the Management Board;
•
Management Board and Supervisory Board composition;
•
Report of the Supervisory Board;
•
Report of the Remuneration & Nomination Committee;
•
Remuneration in 2021;
•
Governance and compliance;
•
Report of the Audit Committee;
•
Risk management.
Financial statements & risk management
The Management Board is responsible for the preparation of the financial
statements in accordance with Applicable Laws. The responsibility of the
Management Board includes selecting and applying appropriate accounting
policies and making accounting estimates that are reasonable in the
circumstances.
The Management Board is also responsible for the preparation of the
management report (as included in the annual report), in accordance with
Applicable Laws. In the annual report, the Management Board endeavours to
present a fair review of the situation of the business at balance sheet date and
of the state of affairs in the year under review. Such an overview contains a
selection of some of the main developments in the financial year and can never
be exhaustive.
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Our performance in 2021
Responsibility statement
With reference to the so-called ‘Responsibility statement’ required under
Applicable Laws, the Management Board states, to the best of its knowledge,
that:
•
The financial statements give a true and fair view of the assets, liabilities,
financial position, and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
•
The management report includes a true and fair review of the situation at
the balance sheet date, the development and performance of the business
during the financial year, and undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and
uncertainties that the Company faces.
The key controls over financial reporting policies and procedures include
controls to ensure that:
•
Commitments and expenditures are appropriately authorised by the
Management Board;
•
Records are maintained which accurately and fairly reflect transactions;
•
Any unauthorised acquisition, use or disposal of Just Eat Takeaway.com’s
assets that could have a material effect on the financial statements is
detected on a timely basis;
•
Transactions are recorded as required to permit the preparation of financial
statements;
•
Reporting of the financial statements is done in compliance with IFRS and
Part 9 of Book 2 of the Dutch Civil Code.
In control statement
As recommended by Governance Rules and on the basis of the foregoing and
the explanations contained in the section ‘Risk Management’, the Management
Board confirms, to its knowledge, that:
•
Just Eat Takeaway.com’s financial reporting over 2021 provides sufficient
insights into any failings in the effectiveness of the internal risk
management and control systems;
•
Just Eat Takeaway.com’s internal risk management and control systems
with regard to financial reporting risks provide a reasonable assurance that
Just Eat Takeaway.com’s financial reporting over 2021 does not contain any
material inaccuracies;
•
Based on the current state of affairs, it is justified that the financial
reporting over 2021 is prepared on a going concern basis; and
•
The report states those material risks and uncertainties that are relevant to
the expectation of Just Eat Takeaway.com’s continuity for the period of
twelve months after the preparation of the report.
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Our performance in 2021
Corporate Governance statement
This is a statement concerning corporate governance as referred to in the
Governance Rules and Applicable Laws.
The information required to be included in this Corporate Governance
Statement is included in this section and the section ‘Governance &
Compliance’, provided that the main characteristics of Just Eat Takeaway.com’s
internal risk management measures and control systems relating to its financial
reporting process are described in the section ‘Risk management’.
Management Board
Jitse Groen Brent Wissink Jörg Gerbig
CEO CFO COO
Non-financial information
The non-financial information required to be included in the management report
as described in the Applicable Laws can be found in the sections of the
management report:
•
a brief description of the Company’s business model can be found in the
paragraph ‘Business model’ in the section ‘Company Profile’;
•
a description of the Company’s policy, including applied security measures
and results of this policy, regarding environmental, social and employee
matters, respect for human rights, anti-corruption and anti-bribery policies
can be found in the sections ‘Our Operations–Customer Service’, ‘Our
Operations–Delivery’, ‘Our People’ and ‘Our Responsible Business and
Sustainability approach’;
•
a description of the main risks relating to these matters relating to the
Company’s activities that likely have an adverse effect on these matters and
how the Company manages these risks can be found in the section ‘Risk
Management’;
•
a description of the Company’s non-financial key performance indicators
relevant to its activities (such as the number of Partners, Orders and Active
Consumers) can be found in the paragraph ‘Key performance Indicators’ in
the section ‘Performance Review’.
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Our performance in 2021
84
85
Governance
03
Management Board
Our strong track-record has been achieved through our highly dedicated,
founder-led Management Board with substantial experience and
complementary skill sets. Our Management Board has a combined experience
of 40 years in the online food delivery industry and as of 31 December 2021
consists of the following individuals:
Management
Board and
Supervisory
Board
Composition
Jitse Groen
Dutch national, 1978, Founder,
CEO and Chair of the
Management Board since 2011
Jitse studied Business & IT at the
University of Twente. He started his
career during his studies when he
launched a business in web
development. In 2000, Jitse
founded and launched Just Eat
Takeaway.com (at that time named
Thuisbezorgd.nl). Jitse is also a
member of the advisory board of
Suit Supply B.V.
As CEO and Chair of the
Management Board, Jitse has
responsibility for Corporate
Solutions, Marketing, Product and
Technology.
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Just Eat Takeaway.com Annual Report 2021
Management Board and Supervisory Board Composition
Brent Wissink
Dutch national, 1967, CFO and member of the
Management Board since 2016
Jörg Gerbig
German national, 1981, COO and member of
the Management Board since 2016
Brent joined Just Eat Takeaway.com
as COO in 2011. He led the
integration of Lieferando.de and
Pyszne.pl, before becoming CFO of
Just Eat Takeaway.com (at that time
named Takeaway.com). Prior to this,
he was CFO of a fast-growing
technology business (NedStat) and
worked in venture capital (ABN
AMRO, Mees Pierson). Brent
graduated in 1992 from the Erasmus
University of Rotterdam in
Econometrics. Brent is also a
member of the supervisory board
of the Faber Group B.V. since
1 December 2021. Brent is also a
member of the supervisory board
of the Faber Group B.V. since
1 December 2021.
As CFO and member of the
Management Board, Brent has
responsibility for Finance, Tax,
Investor Relations, Internal Audit,
Risk Management and Control,
Human Resources, and Legal Affairs.
Jörg founded Lieferando.de in 2009
and has driven its rapid growth
since then. He joined Just Eat
Takeaway.com (at that time named
Takeaway.com) as our COO following
and as a result of the acquisition of
Lieferando.de in 2014, Jörg
graduated in 2005 from the
European Business School Oestrich-
Winkel and has experience in M&A
and equity capital markets at UBS
Investment Bank in London and
New York.
As COO and member of the
Management Board, Jörg has
responsibility for the Country
Management of our global
marketplace businesses, Delivery,
Sales and Customer Services.
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Just Eat Takeaway.com Annual Report 2021
Management Board and Supervisory Board Composition
Supervisory Board
As per 31 December 2021, the Supervisory Board consists of the following Supervisory Directors:
Adriaan Nühn
Dutch national, 1953, Chair of the Supervisory
Board since 4 October 2016 and member of
the Audit Committee and Remuneration &
Nomination Committee
Independent of the Company.
Until 2008, Adriaan acted as CEO of
Sara Lee International and chair of
the executive board of Sara Lee/
Douwe Egberts. Prior to that, he was
president of Sara Lee’s Coffee and
Tea Division and Household and
Body Division and held various other
positions within Sara Lee/ Douwe
Egberts. Earlier in his career, he held
positions with Procter & Gamble /
Richardson-Vicks in Austria,
Sweden, South Africa and Belgium.
Corinne Vigreux
French national, 1964, Vice-Chair of the
Supervisory Board since 4 October 2016 and
member of the Remuneration & Nomination
Committee
Independent of the Company.
Corinne is a co-founder and the
current chief marketing officer of
TomTom, having previously held the
roles of chief commercial officer and
Head of the Consumer Division with
that company. Corinne founded
Codam, a not-for-profit coding
college, member of the Ecole 42
network. She is also chair of the
supervisory board of TechLeap,
board member of the supervisory
board of Dutch National Opera &
Ballet, and chair of the board of the
philanthropic foundation Sofronie.
Corinne was voted as one of the
world’s top fifty women in Tech
2018 (Forbes), and was made
Chevalier de la Legion d’Honneur in
2012 and Officier in de Orde van
Oranje-Nassau in 2016.
Adriaan holds an MBA from the
University of Puget Sound in
Washington, United States. Adriaan
is chair of the supervisory board of
Wereldhave N.V
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Just Eat Takeaway.com Annual Report 2021
Management Board and Supervisory Board Composition
Ron Teerlink
Dutch national, 1961, member of the
Supervisory Board since 4October2016 and
member of the Audit Committee
Gwyn Burr
British national, 1963, member of the
Supervisory Board since 31 January 2020,
Chair of the Remuneration & Nomination
Committee and member of the Audit
Committee
Independent of the Company.
Until 2013, Ron acted as chief
administrative officer and member
of the executive committee of the
RBS Group. Before this, he was a
member of the management board
of ABN AMRO and was chief
operational officer from 2006 until
2010. Between 1990 and 2006,
Ron held various other positions
within ABN AMRO and its
subsidiaries. Ron was a member of
the supervisory board of Equens SE
from 2015 until 2016. Ron joined the
supervisory board of Coöperatieve
Rabobank U.A. in 2013 and was
appointed as chair in 2016, a role he
held until September 2021.
Independent of the Company.
Gwyn was a non-executive director
of Just Eat plc since March 2014 and
a senior independent director since
July 2019 until April 2020. She has
also been a non-executive director
of Hammerson plc since May 2012,
and a senior independent director
of Hammerson plc since January
2019. Between December 2014 and
May 2018, Gwyn was a
non-executive director of DFS
limited and of Sainsbury’s Bank plc
between September 2006 and
January 2020. She is a
non-executive director of Taylor
Wimpey plc, appointed in February
2018. Gwyn has been a member of
the supervisory board and
nomination committee of Metro AG
since December 2014.
Ron holds an MSc in Economics from
the Vrije Universiteit Amsterdam
and a banking diploma from NIBE.
Ron is currently chair of the
supervisory board (raad van
toezicht) of Stichting Vrije
Universiteit Amsterdam.
In May 2021 she joined Made.com
Group PLC as a senior independent
non-executive director. She is also
member of the board of Ingleby
Farms and Forests ApS.
Gwyn holds a BSc (Hons) in
Economics and History from the
University of Bradford and has
completed business programs at
both Stanford and Harvard Business
School.
Gwyn has informed the Company
that she will not be available for
reappointment at the 2022 AGM.
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Just Eat Takeaway.com Annual Report 2021
Management Board and Supervisory Board Composition
Jambu Palaniappan
American national, 1987, member of the
Supervisory Board since 31 January 2020
Independent of the Company.
Until 2018, Jambu held several
senior roles at Uber, Uber Eats,
leading Uber Eats in Europe,
the Middle East and Africa,
and Uber’s ridesharing business in
Eastern Europe, Russia, the Middle
East and Africa.
Jambu has been a non-executive
director of Just Eat plc since 24 June
2019. He is also a director of
Palaniappan Consulting Limited,
appointed in January 2019,
Deliverect N.V. (Belgium), appointed
in 2020, Culinar Oy (Finland),
appointed in 2020 and Fonoa
Technologies Ltd (Ireland),
appointed in 2021.
Jambu holds a BA in Public Policy
and Economics from the Vanderbilt
University.
David Fisher
American national, 1969, member of the
Supervisory Board since 15 June 2021 and
Chair of the Audit Committee
Independent of the Company.
David is the chief executive officer,
president and chair of the board of
directors of Enova International.
Prior to that David served as chief
executive officer of optionsXpress.
David also served on the board of
Grubhub since 2012, currently
serves on the board of directors of
FRISS and previously served on the
board of directors of Innerworkings
through its sale in 2020. David is
also on the board of trustees of the
Museum of Science and Industry in
Chicago and joined the board of
Fathom Manufacturing in December
2021.
David holds aB.S. in Finance from
the University of Illinois at Urbana
Champaign and aJ.D. from the
Northwestern University School
ofLaw.
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Just Eat Takeaway.com Annual Report 2021
Management Board and Supervisory Board Composition
Lloyd Frink
American national, 1965, member of the
Supervisory Board since 15 June 2021
Independent of the Company.
Lloyd has served on the board of
Grubhub since 2013. Lloyd is
co-founder of Zillow Group and
served as president and a member
of the board of directors since
2005. In addition, he has served as
executive chair of the board of
directors since 2019, and before
that, he served as vice-chair from
2011 to 2019. From 1999 to 2004
Lloyd was at Expedia, and from 1989
to 1999 at Microsoft.
Lloyd holds an A.B. in Economics
from Stanford University.
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Just Eat Takeaway.com Annual Report 2021
Management Board and Supervisory Board Composition
92
Introduction
The Supervisory Board was pleased to see the swift integration between the
legacy organisations of Just Eat and Takeaway.com. At the beginning of 2021 the
Supervisory Board advised on the placement of a new convertible bonds
programme. During the year the Supervisory Board witnessed the drafting and
publication process of the prospectus and registration statement in connection
with the Grubhub Acquisition and we were pleased by the completion of the
Grubhub Acquisition itself in June 2021. After that completion, our main focus
was on clarifying the Company’s strategy which was set out on the Capital
Market Day held on 21 October 2021.
Despite the previously mentioned major projects, the Supervisory Board also
continued to be involved in annually recurring topics, such as the financial
statements, evaluation of the Managing Directors, and the supervision of the
Company’s long-term value creation strategy and the associated risks. In view of
the Grubhub Acquisition, numerous additional meetings (both in person and by
telephone) were convened in addition to the recurring scheduled meetings to
ensure proper supervision.
Notwithstanding any specific focus we might have during a financial year,
we remain responsible for the supervision of management by, and advising of
the Management Board in, setting and achieving the Company’s strategy,
objectives, charters and policies, as well as the supervision of the general course
of affairs of the Company and its business.
In performing our duties, we are guided by the interests of the Company and its
business enterprise, taking into consideration the interests of stakeholders,
which include but are not limited to partners, consumers, employees, creditors
and shareholders. We also observe relevant corporate social responsibility
issues.
Report of the
Supervisory
Board
The year 2021 was yet another exciting year
for the business. The Company completed the
integration between the legacy Just Eat and
Takeaway.com businesses and completed the
acquisition of Grubhub. We also welcomed
two new members to the Supervisory Board.
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Report of the Supervisory Board
Meetings
The Supervisory Board met 16 times in 2021. Eight of these meetings were
regular meetings that were scheduled well in advance, four meetings related to
specific projects, such as the issuance of convertible bonds in January or the
Grubhub Acquisition. The four other meetings were brief update calls in
connection with specific events, such as the quarterly trading updates.
The Covid-19 pandemic caused that only one out of the 16 Supervisory Board
meetings in 2021 was held physically. The other meetings were held via video
conference.
As shown in the tables below, none of the Supervisory Directors was frequently
absent from meetings, and at all meetings there was sufficient presence to
constitute a valid quorum. For meetings where a Supervisory Director was
unable to attend, the respective member shared his or her view on the topics to
be discussed with the Chair prior to the meeting and/or granted a power of
attorney to one of the other members.
Supervisory Board – regular meetings
 Attendance rate
Adriaan Nühn (Chair)  of 
Corinne Vigreux  of 
Gwyn Burr  of 
Jambu Palaniappan  of 
Ron Teerlink  of 
David Fisher  of 
Lloyd Frink  of 
In June 2021, the Charter of the Supervisory Board and its committees was
amended in view of the Company’s listing at Nasdaq.
Composition of the Supervisory Board
The composition of the Supervisory Board during the year, is shown on pages 88
to 91.
In October 2020, David Fisher and Lloyd Frink, two former non-executive
directors of Grubhub, were appointed as members of the Supervisory Board,
subject to the Grubhub Acquisition becoming effective. All Supervisory
Directors were reappointed at the Annual General Meeting held on 12 May 2021.
On 15 June 2021, the date of completion of the Grubhub Acquisition, David
Fisher and Lloyd Frink, formally joined Adriaan Nühn, Corinne Vigreux,
Ron Teerlink, Gwyn Burr and Jambu Palaniappan as members of the Supervisory
Board. Adriaan Nühn was Chair of the Supervisory Board throughout 2021.
The composition of the Supervisory Board in 2021 was in line with its profile,
as published on the Company’s corporate website, in terms of experience,
expertise, nationality, and age. In terms of gender diversity, as per 31 December
2021, the Company had two female Supervisory Directors, equating to
two-sevenths (28.5%) of the entire Supervisory Board. Although the Company
strives for a diverse Supervisory Board, because of various acquisitions in the
past the current composition is not in conformity with the desired gender
balance (i.e. at least 33% should consist of females).
In the opinion of the Supervisory Board, the independence requirements
referred to in Governance Rules have been fulfilled in 2021 and all members of
the Supervisory Board are independent within the meaning of such Governance
Rules.
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Just Eat Takeaway.com Annual Report 2021
Report of the Supervisory Board
Supervisory Board – additional meetings
 Attendance rate
Adriaan Nühn (Chair)  of 
Corinne Vigreux  of 
Gwyn Burr  of 
Jambu Palaniappan  of 
Ron Teerlink  of 
David Fisher  of 
Lloyd Frink  of 
During all meetings, the members of the Management Board were present for a
substantial amount of time. The Supervisory Board also took time to discuss
certain items without the presence of the Management Board during some of
its meetings.
The agenda for each meeting was prepared in consultation with the Chair,
the Management Board and the company secretary, ensuring that during the
year, the Supervisory Board was updated on topical issues during its formal
meetings.
When necessary or useful, individual Supervisory Directors had contact with
each other, the CEO, other members of the Management Board and/or the
company secretary. In these meetings, specific issues as well as the general
affairs of the Company and its businesses were discussed. Jambu Palaniappan
and Gwyn Burr attended one of the semi-annual consultation meetings of the
Dutch works council on behalf of the Supervisory Board, where the general
operation of Just Eat Takeaway.com was discussed and the works council was
informed about decisions that management expected to obtain advice or
approval on prior to implementation. The Chair attended the other semi-annual
meeting of the Dutch works council.
In most Supervisory Board meetings, the Management Board updated the
Supervisory Board on financial aspects of the Company, as well as other topics
that could be important from a strategic or risk management perspective,
such as the competitive landscape, compliance matters, risks, the integration
between the legacy Just Eat and Takeaway.com businesses, and HR and talent
related matters. In addition to these matters and the specific subjects set out
below, presentations were carried out by members of Just Eat Takeaway.com’s
senior management team. The topics of these presentations were, among
others, human resources and marketing, sustainability and responsible
business, the Capital Markets Day, shareholder engagement, diversity and
inclusion, product and technology, customer services and delivery.
In 2021, the Supervisory Board discussed and approved several items, such as
the financial results of the Company and related press releases and disclosures,
including the Company’s 2020 annual report, the semi-annual report 2021 and
quarterly trading updates. In view of the Grubhub Acquisition, the Supervisory
Board reviewed and approved relevant documentation, including but not
limited to the related offer documents and draft prospectus.
During the year, the Supervisory Board discussed and approved several items
that were proposed by the Audit Committee and the Remuneration &
Nomination Committee. The reports of the Audit Committee and the
Remuneration & Nomination Committee can be found on page 136 and page
102, respectively.
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Just Eat Takeaway.com Annual Report 2021
Report of the Supervisory Board
was discussed in the Audit Committee and Supervisory Board meeting
simultaneously with this annual report.
The Supervisory Board recommends that the Annual General Meeting (AGM),
to be held on 4 May 2022, adopts the 2021 financial statements. In addition,
the Supervisory Board requests that the AGM grants discharge to the members
of the Management Board in office during the 2021 financial year for their
management of the Company and its affairs during 2021, and to the members
of the Supervisory Board in office for their supervision over said management.
The Supervisory Board concurs with the decision of the Management Board that,
due to the negative net result, no proposal will be submitted to pay a dividend
for 2021.
Internal audit
The duty of the internal auditor as set out in the internal audit charter is to
assess the design, implementation and the operation or effectiveness of the
internal risk management and control systems.
The internal auditor regularly reports to the Management Board and the Audit
Committee and once a year to the Audit Committee without the Management
Board being present. In addition, the internal audit function will be evaluated by
the Supervisory Board in the first quarter of 2022.
Finance
The Supervisory Board reviewed and discussed the periodic (non-) financial
reports of Just Eat Takeaway.com, profit or loss and other comprehensive loss,
changes in equity and cash flows including monitoring of the development of
the key performance indicators.
Financial statements and the annual audit
This annual report includes the 2021 financial statements, which are
accompanied by an unqualified independent auditor’s report by Deloitte (see
the independent auditor’s report starting on page 253). These financial
statements were prepared in accordance with IFRS and the Applicable Laws.
On 25 January 2022, the Audit Committee discussed the management letter
with the auditor.
In February 2022, the Audit Committee discussed the auditor’s report with the
auditor as well as the draft financial statements. The Audit Committee
discussed, among other topics, the audit approach, key audit matters,
communications, timing, audit fees, composition of the audit team, materiality,
expertise of the individual audit team members as well as the annual report
(including the financial statements) and related documents. Particular attention
was paid to key audit matters. The Audit Committee also discussed the auditor’s
report, the quality of internal risk management and control systems and had a
discussion with the auditor without the Management Board being present.
The Audit Committee reported to the full Supervisory Board and reflected on
the discussions with the auditor in Supervisory Board meetings.
On 28 February 2022, the Supervisory Board discussed this annual report,
including the 2021 financial statements. The Managing Directors have issued the
so called ‘responsibility’ statement required under the Applicable Laws.
All Managing Directors and the Supervisory Directors signed the financial
statements in accordance with Dutch law. The Supervisory Board is of the
opinion that the financial statements meet all requirements for correctness,
completeness, and transparency. The Supervisory Board has approved these
financial statements.
In view of its SEC registration, the Company - in addition to this annual report -
prepared an annual report on Form 20-F as well. The annual report on Form 20-F
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Just Eat Takeaway.com Annual Report 2021
Report of the Supervisory Board
The Audit Committee and the Management Board discussed risk management
and the general and financial risks of the business in Audit Committee meetings.
The Chair of the Audit Committee updated the full Supervisory Board
accordingly. The Audit Committee discussed the continuing actions Just Eat
Takeaway.com took to further improve the internal risk management and
control systems. Just Eat Takeaway.com’s enterprise risk management
framework is described in the section ‘Risk Management’.
Strategy and long-term value creation
One of the subjects that received the Supervisory Board’s attention in 2021 was
Just Eat Takeaway.com’s strategy and long-term vision.
On 21 October 2021, the Company held its first Capital Markets Day.
The Management Board’s vision and strategy were clearly formulated that day:
to empower every food moment to deliver sustainable growth and profits,
to benefit of a hybrid operating model and to extend Delivery to build
sustainably profitable market positions. The overall strategic objective is to
build sustainable market leadership through our strong track record of
execution, to continue our successful turnaround in the UK and to deploy our
clear playbook in the United States to overcome current challenges. Prior to the
Capital Markets Day, the Supervisory Board was closely involved in, and looked
critically at, the formulation of the Company’s strategy and the presentation
thereof.
To ensure long-term profitability, the Company believes it is important to invest
in innovations, such as expanding our market through convenience grocery,
enhancing the experience for consumers and partners through technology and
leading the food delivery sector in initiatives on responsible business and
sustainability. To express that the Company takes the long-term value creation
seriously, it reiterated its stretching financial targets on the Capital Markets Day.
In the beginning of 2021, the Supervisory Board discussed and approved the
internal budget for 2021 and focused on the preparation of the annual report
2020 as well as the supervision of the audit of such report. The Supervisory
Board was closely involved in preparing the issuance of our convertible bonds in
February 2021. During another meeting, the Supervisory Board was updated on
Just Eat Takeaway.com’s business and ongoing projects and discussed the
external auditor’s audit plan for 2021 as presented by Deloitte.
In January 2021, the Supervisory Board approved a convertible bond placing,
which the Management Board proposed for general corporate purposes and to
provide the Company with financial flexibility to act on strategic opportunities.
Furthermore, the Supervisory Board was consulted on the implementation of a
new regional structure within the Company. As a consequence of such
implementation the reportable segments were changed. Finally,
the Supervisory Board advised on the entering into of a €300 million term loan
with ING Bank N.V. in December 2021.
Risk management and internal control
The Management Board provided updates to the Audit Committee on the
implementation of Just Eat Takeaway.com’s risk management and internal
controls especially regarding the US Sarbanes-Oxley Act of 2002 (SOx) which
applies to the Company following its listing on Nasdaq and registration with the
Securities and Exchange Commission (SEC).
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Just Eat Takeaway.com Annual Report 2021
Report of the Supervisory Board
Stakeholder engagement
The Supervisory Board recognises the importance of engagement with the
Company’s various stakeholders. Through meetings, reports and ongoing
support, the Supervisory Board receives guidance and reminders on
stakeholder engagement and decision-making. The Supervisory Board monitors
the extent of the Management Board’s engagement with the Company’s
stakeholders, with material matters shared with the Supervisory Directors for
their views.
General meetings
During the financial year 2021 the 2021 AGM was held on 12 May 2021.
The Supervisory Board was involved in the preparation of this meeting and in
preparation of such, the Supervisory Board evaluated the external auditor and
the audit process and adopted the 2021 AGM agenda.
Acquisitions
During the financial year, the Grubhub Acquisition was completed.
The Supervisory Board closely supervised the process. As a consequence,
additional meetings were convened. These meetings not only focused on the
organisational integration, but also on the issuance of the European prospectus
and the US registration statement in connection with the completion as well as
the Company’s efforts to become SOx compliant.
The Supervisory Board continued to challenge the Management Board on rolling
out the Company’s strategy.
In addition, the Supervisory Board considered the strategic objectives when
reviewing the budget for 2022 and continued to challenge management in
formulating and pursuing its ambitions.
Culture
Culture and governance are important elements for a rapidly growing business
such as Just Eat Takeaway.com, in particular the alignment of our strategy,
values and culture. Consequently, the Supervisory Board frequently addressed
these items in its meetings and an employee survey has been issued addressing
the culture. The Supervisory Board embraced the renewal or relaunch of the
core values following such survey.
Investor relations
The Investor relations department kept the Supervisory Board well informed
about, among other things, share price developments, analyst research,
communications with stakeholders, Euronext Amsterdam, London Stock
Exchange and Nasdaq developments. In addition, the Supervisory Board
carefully reviewed and approved the press releases regarding the full- and
half-year results, quarterly trading updates, the Capital Markets Day, the
announcements of the convertible bonds issuances, and acquisition
announcements. Furthermore, the Supervisory Board has been kept up-to-date
with regard to the FTSE 100 inclusion ultimately resulting in its removal from the
FTSE 100 as per 20 September 2021 due to failing the nationality test.
In addition, the Supervisory Board is periodically briefed on the Company’s
assessment of the listing venues. In this context the Supervisory Board also
advised on the intention to delist the Company’s ADSs from Nasdaq.
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Corporate governance
Just Eat Takeaway.com is subject to Governance Rules. The Company’s corporate
governance structure is described in the section ‘Governance and Compliance’,
where we also report on its compliance against such Governance Rules.
The Supervisory Board was kept well informed about developments with
respect to corporate governance during its periodic meetings and informal
meetings with the Management Board and the company secretary.
Self-assessment and assessment of the
ManagementBoard
Annually, the Supervisory Board assesses its functioning including the
functioning of its committees in order to evaluate its performance and identify
opportunities for individual and shared growth, along with any specific training
or educational needs for each member. The evaluation forms had been
circulated and completed in November 2021, but in view of travel restrictions
could only be discussed in February 2022.
The Supervisory Board intended to conduct an external evaluation in 2021.
Unfortunately, as a result of the new composition of the Supervisory Board
following the Grubhub Acquisition and the impact of Covid-19 preventing
in-person meetings, the Supervisory Board resolved to undertake an internal
self-assessment of its functioning this year. An external board evaluation is
expected to take place in 2022.
The Supervisory Board assessed the functioning of the Supervisory Board as a
whole, its committees and of the individual Supervisory Directors. Having first
completed evaluation forms, the feedback was analysed and discussed
between the Chair and the individual Supervisory Directors to provide direct
feedback in February 2022. Following these conversations, the evaluation and
functioning of the Supervisory Board as a whole was discussed in a meeting of
the Supervisory Board without the presence of the Management Board.
The meeting concluded that in particular the challenges due to Covid-19 to meet
in person were not optimal considering the matters the Supervisory Board
addressed. Having in person meetings would also facilitate the interactions with
senior leaders within the Just Eat Takeaway.com organisation.
All members had sufficient time available for their duties as Supervisory
Director as evidenced by prompt responses to e-mails, availability for
unexpected calls and/or meetings and their well-preparedness for and active
participation in meetings. The Supervisory Board has no reason to believe its
functioning causes reason for concern.
The assessment of the Management Board and its individual members in
respect of the previous year was conducted in a similar way. Following the
evaluation, the Chair of the Supervisory Board met with each member of the
Management Board individually to provide direct feedback. This feedback was
based on the input received from the Supervisory Directors. In its relationship
with the Management Board, the Supervisory Board also noted an impact of the
Covid-19 measures that impacted the opportunities to meet in person.
The conclusions from the self-assessment of the Management Board were also
taken into account.
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Final remarks
Following completion of the Grubhub Acquisition, Matt Maloney, the founder of
Grubhub, joined the Management Board of the Company as per 15 June 2021.
Mr. Maloney decided, and the Supervisory Board accepted, to step down as a
member from the Management Board with effective date 1 December 2021.
We thank Mr. Maloney for his contributions and wish him the best for his future
endeavours.
Gwyn Burr had decided not to be available for reappointment in 2022. Gwyn has
been instrumental in merging Just Eat and Takeaway.com and brought the
Company to a higher standard. The Supervisory Board thanks Gwyn for her
professionalism with which she contributed to both Just Eat and Just Eat
Takeaway.com in her long tenure with the Company.
We are grateful for the invaluable contributions of the Management Board,
senior management, and all employees of Just Eat Takeaway.com worldwide to
expand the Just Eat Takeaway.com brand and organisation.
The Supervisory Board
Adriaan Nühn Corinne Vigreux Ron Teerlink
Chair Vice-Chair
Gwyn Burr Jambu Palaniappan David Fisher
Lloyd Frink
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101
Report of the
Remuneration &
Nomination
Committee
In 2021, the Remuneration & Nomination Committee focused on aligning the
incentives for the Management Board with the strategic objectives of the
Company. Both the short-term non-financial target as well as the long-term
strategic target were adopted to reflect this. For 2021 the Management Board
was incentivised to focus on creating the appropriate leadership structure and
organisational design for the combined businesses. For the long term, reduction
of CO
2
emissions should amongst others, be a focus area for the Management
Board.
Introduction
The Remuneration & Nomination Committee is pleased to present the report of
the Remuneration & Nomination Committee, which provides a summary of the
Remuneration & Nomination Committee’s role and activities during the 2021
financial year and key priorities for 2022.
Membership
The committee comprises three independent Directors, being Adriaan Nühn,
Corinne Vigreux and Gwyn Burr (who is the Chair of the committee).
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Report of the Remuneration & Nomination Committee
reviewing the remuneration of Management Board and Supervisory Board and
assisted in formulating and reviewing the short-term and long-term incentive
awards and performance measures. In 2021, the Company paid a total amount
of €91,415.50 to Korn Ferry for services provided to the Remuneration &
Nomination Committee in 2021.
The attendance rate of committee members for its meetings was as follows:
 Attendance rate
Gwyn Burr (Chair)  of 
Adriaan Nühn  of 
Corinne Vigreux  of 
The Remuneration & Nomination Committee not only prepares the decision-
making in respect of the remuneration policies and remuneration structure of
Managing Directors, but also prepares - inter alia - the Supervisory Board’s
decision-making regarding the selection criteria and appointment procedures
for Managing Directors and Supervisory Directors, the assessment of the size
and composition of the Management Board and the Supervisory Board, as well
as the performance of individual Managing Directors and Supervisory Directors.
Profile of the Supervisory Board
In view of the announcement that Gwyn Burr will not be available for
reappointment following her resignation as per the AGM 2022, the committee
reviewed and confirmed the profile of the Supervisory Board in its meeting of
January 2022. To ensure a gender diverse composition of the Supervisory Board
a potential nominee shall be female.
Role and activities
The committee met six times during the year. To these meetings the CEO was
invited to attend discussions on specific agenda items. The key matters
addressed during the year could be summarised as follows:
•
The 2020 Remuneration Report;
•
Feedback from the 2020 AGM;
•
The Management Board long-term incentive and short-term incentive
awards including performance measures. In particular incorporating
measures on the organisational design of the Just Eat Takeaway.com
leadership team, the successful integration of Grubhub and a performance
condition based on CO
2
reductions in line with our strategic plan;
•
The Supervisory Board tenure and rotation schedule;
•
The composition of the Management Board;
•
The Supervisory Board profile as well as the current composition of the
Supervisory Board;
•
A review of the remuneration policies for the Management Board and
Supervisory Board (with a conclusion that the current policies will not be
amended this year), with the exception of an update in the metrics of the
STI, to align with the strategic business priorities and longer-term targets as
also communicated on the Capital Markets Day of 21 October 2021;
•
The evaluation process for the Management Board and the Supervisory
Board;
•
The Remuneration & Nomination Committee Charter.
In addition to these matters, the committee engaged a remuneration advisor.
Following a tender process of multiple advisors, the Supervisory Board, on the
Remuneration & Nomination Committee’s recommendation, formally appointed
Korn Ferry as its external remuneration advisor. Korn Ferry is independent from
the Company and our Managing Directors and Supervisory Directors.
Since its formal appointment in October 2021, representatives of Korn Ferry
attended all committee meetings and assisted in the preparation of meetings,
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Long-Term and Short-Term incentives
Having reviewed and discussed the Management Board’s KPIs, the committee
proposed to the Supervisory Board to base an element of the Short-Term
Incentive Plan on creating the correct leadership structure and organisational
design for the enlarged business. The strategic target that forms part of the
Long-Term Incentive for 2021 - 2024 was advised to be partially based on the
successful implementation of the Company’s ambition to reduce CO
2
emissions
by 2030.
Pursuant to the Management Board’s remuneration policy, the performance
indicators for the long- and short-term incentives for the Managing Directors are
set out in further detail in the section ‘Remuneration in 2021’.
With support from its external adviser the Remuneration & Nomination
Committee considered what performance levels are deemed appropriate for
both the long and short-term incentives to ensure that threshold, target and
stretch payouts are sufficiently challenging.
Advisory vote
In accordance with the Applicable Laws, the remuneration report of the financial
year 2020 was put to an advisory vote in the 2021 AGM. We were pleased to see
the high level of support we received from investors at our 2021 AGM at 91.2%.
Tenure
The Remuneration & Nomination Committee reviewed the tenure of the
Supervisory Directors and determined that no Supervisory Director has tenure
beyond that which is set out in the Governance Rules and the Remuneration &
Nomination Committee concluded that all members of the Remuneration &
Nomination Committee are independent.
During 2021 Matt Maloney resigned as member of the Management Board and
his resignation effective as of 1 December 2021 was accepted by the
Supervisory Board. Given that Matt Maloney did not have a management
agreement with the Company, he did not receive any severance pay from the
Company. Further details can be found in the section ‘Remuneration in 2021’.
Remuneration policies
In 2021, the Remuneration & Nomination Committee reviewed the remuneration
policies. The Management Board remuneration policy was lastly amended and
the Supervisory Board remuneration policy was lastly adopted in 2020 with due
observance of, to the extent practicable, Applicable Laws and the Governance
Rules. No amendments were proposed to the remuneration policy of the
Management Board and Supervisory Board respectively. After having reviewed
the policies, the Remuneration & Nomination Committee concluded that the
current policies will also not be amended in 2022, with the exception of an
update in the metrics of the STI, to align with the strategic business priorities
and longer-term targets as also communicated on the Capital Markets Day of
21 October 2021.
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Report of the Remuneration & Nomination Committee
Self-assessment
Annually, the Remuneration & Nomination Committee assesses its functioning in
order to evaluate its performance and identify opportunities for individual and
shared growth, along with any specific training or educational needs for each
member. As Covid 19 prevented the committee to meet in person,
the committee has decided to evaluate its own performance. The evaluation
forms had been circulated and completed in November 2021, but in view of
travel restrictions could only be discussed in February 2022. The committee
looked at the functioning of the Remuneration & Nomination Committee as part
of the annual evaluation of the Supervisory Board. Having completed an
evaluation form, the feedback was discussed in a Supervisory Board meeting
without the presence of the Management Board. The meeting concluded that
the engagement of the remuneration advisor had led to a further
professionalisation of the committee and its way of working.
The Remuneration & Nomination Committee
Gwyn Burr Adriaan Nühn Corinne Vigreux
Chair Member Member
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Remuneration packages 
Compensation package Management Board
The remuneration policy, which has been effective since 1 January 2020,
is aimed at attracting, motivating and retaining highly qualified Managing
Directors and rewarding them with a balanced and competitive remuneration
package. The policy has been developed mindful of the external environment in
which the Company operates, the requirements of the Dutch Corporate
Governance Code, as well as the implementation of the Shareholder Rights
Directive II in the Netherlands, considering scenario analyses, internal pay
differentials and the (non-)financial performance indicators relevant to the long-
term objectives of the Company, hereby focusing on sustainable results and
alignment with the Company’s strategy. To the extent practicable,
the requirements of the UK Corporate Governance Code are also incorporated.
The remuneration policy supports both short- and long-term objectives,
with the emphasis on long-term value creation for the Company and its
stakeholders. The remuneration policy is felt to be appropriate to support the
long-term success of the Company while ensuring that it does not promote
inappropriate risk taking. The Supervisory Board proposed to keep the design
of the policy as simple and transparent as possible.
The remuneration of the Managing Directors consists of the following elements:
(i) fixed annual base fee; (ii) benefits; (iii) pension; (iv) STI; (v) LTIP consisting of
conditional performance shares; and (vi) shareholding guidelines.
Remuneration
in 2021
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Remuneration in 2021
Pension
The Managing Directors receive an annual cash allowance to participate in a
pension scheme or obtain pension insurance and to obtain insurance for
disability to work. The allowance amounts to €50,000 per year per Managing
Director. No Managing Director participates in a collective pension scheme.
Short-term incentive (STI)
To motivate Managing Directors and incentivise delivery of performance over a
one-year operating cycle, focusing on the short -or medium-term elements of
the Company’s strategic aims, the remuneration includes variable remuneration
in the form of an STI, which will be delivered partly in cash and, if applicable,
partly as a deferred award of shares.
Any STI outcome achieved above the target pay-out level of 75% of base fee will
be delivered as a deferred award of shares, with the period of deferral being
three years with one-third of the amounts deferred vesting and being capable
of release at each anniversary of the making of the deferred award. The vested
awards will be subject to a further holding period of two years during which
time awards may not normally be sold, except to pay tax on vesting. Deferred
shares are no longer contingent on performance conditions nor future
engagement.
Performance for the STI is measured over each financial year against stretching
targets set by the Supervisory Board at the beginning of the year, based on the
budget and taking into account the strategy aspirations.
The maximum level of the STI outcome for a Managing Director is 150% of base
fee per year.
The fixed remuneration (on an annual basis) of the individual Managing
Directors, as included in the remuneration policy, is set out in the following
table:
€’000
J. Groen
CEO
B. Wissink
CFO
J. Gerbig
COO
2021
Fixed remuneration
Base fee    ,
Benefits    
Pension allowance    
Total fixed remuneration    ,
The compensation package for the Management Board during 2021 consisted of
the following fixed and variable components, which are discussed in more detail
below:
•
Fixed annual base fee;
•
Benefits;
•
Pension;
•
STI; and
•
LTIP consisting of conditional performance shares.
Base fee
The base fee of the Managing Directors is a fixed-cash compensation paid
monthly. The base fee remained unchanged in 2021.
Benefits
The Managing Directors are entitled to customary fringe benefits, such as
expense allowances, reimbursement of costs incurred and a company car.
In 2021, the Managing Directors received a company car or allowance,
a working-from-home allowance and JET Pay.
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Remuneration in 2021
In order to mitigate dilution, the Company may repurchase shares to cover the
awards granted, effectively with the result that no new shares have to be issued
when vested options are exercised or awards vest.
Compensation package Supervisory Board
The Company’s remuneration policy for the Supervisory Board was adopted at
the AGM 2020 and continued to apply unchanged throughout 2021.
The main objective of the Supervisory Board remuneration policy is to attract
and retain Supervisory Directors, taking into account the nature of the
Company’s business, the Supervisory Board’s activities and the desired
expertise, experience and independence of the Supervisory Directors, as set
out in the profile of the Supervisory Board. The remuneration policy for the
Supervisory Board aims to reward Supervisory Directors to utilise their
expertise and experience to the maximum extent possible, to execute the
responsibilities assigned to them including but not limited to the responsibilities
imposed by the Dutch Civil Code, the Articles of association and the DCGC and,
to the extent practicable, the UKCGC. The fees payable to the Supervisory
Directors are determined by the Supervisory Board. The fees payable to the
Chair of the Supervisory Board are determined by the Remuneration &
Nomination Committee. All fees will be subject to periodic review. Pursuant to
the remuneration policy for the Supervisory Board, the remuneration of the
Supervisory Directors consists of the following elements: (i) fixed fee and
committee fee; (ii) a market supplement and (iii) travel fee. There are no
amounts reserved or accrued by the Company to provide pension, benefit,
retirement or similar benefits for current Supervisory Directors.
Long-term incentive plan (LTIP)
To motivate and incentivise delivery of sustained performance over the long-
term, and to promote alignment with shareholders’ interests, the remuneration
includes variable remuneration in the form of an LTIP. Awards under the LTIP may
be granted in the form of conditional nil-cost options, awards or forfeitable
shares which vest to the extent that performance conditions are satisfied over a
period of at least three years.
Under the LTIP rules, vested awards may also be settled in cash (although this
will typically be the case only if required to comply with non-Dutch and non-UK
legal constraints). Vested awards for Managing Directors will be subject to a
further holding period of two years during which time awards may not normally
be exercised or sold, except to pay tax on vesting, but are no longer contingent
on performance conditions nor future engagement.
Performance is measured over a period of three financial years against
stretching targets set at the beginning of the performance period. After three
years, vesting is determined by the Supervisory Board.
The target award level is 100% of base fee for the CEO and other Managing
Directors, with a maximum of 200% of the target award payable for achieving
stretch performance goals. The number of conditionally granted shares is 100%
of the base fee divided by the share price average of the five-day period after
the annual General Meeting. The formal limit under the LTIP allows vesting of
200% of the target level.
The Supervisory Board, at its sole discretion, will decide if and to what extent
grants are made to individual Managing Directors. Grants shall be determined
on the basis of a consistent granting policy and set as a percentage of the base
fee of the relevant Managing Director.
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Remuneration in 2021
Total remuneration 
The total remuneration actually due to the individual Managing Directors, as well
as the individual Supervisory Directors for the financial year 2021, is set out
below, compared to 2020. With regard to each Managing Director the table
provides for the different components of their remuneration.
The following table gives an overview of the expenses incurred by the Company
in 2021 and 2020 in relation to the remuneration of the Management Board.
These expenses are recognised by the Company over a number of years and are
based on IFRS. Therefore, these costs do not reflect the market value of these
awards at grant date or at the vesting date.
Fixed fee and committee fee
The fixed fee for the Chair of the Supervisory Board has been set at €95,000,
for the Vice-Chair of the Supervisory Board at €70,000 and for each other
Supervisory Director at €60,000. The committee fee for the Chair of a
committee has been set at €15,000 and for other committee members at
€7,500.
Market supplement
In order to take into account fee level differences between the UK and the
Netherlands, to accommodate onboarding from legacy Just Eat and legacy
Takeaway.com within the Company and to reflect the additional complexity and
time spent as a result of the context of being a Dutch incorporated company
with a two-tier board structure, listed in the Netherlands and the United
Kingdom, a market supplement for the Chair of the Supervisory Board has been
set at €25,000, for the vice- Chair of the Supervisory Board at €20,000 and for
other Supervisory Directors at €15,000.
Travel fee
Supervisory Board members living outside of the Netherlands also receive a
travel fee to compensate for the additional time commitment due to travelling
(when meetings are held outside their country of residence). The travel fee has
been set at €2,000 for continental travel (per meeting) and at €4,000 for
intercontinental travel (per meeting).
In addition, actual incurred costs are reimbursed. The remuneration for
Supervisory Directors is not dependent on the results of the Company.
The Company did not provide any loans, advances, guarantees, shares or
options to its Supervisory Directors.
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Remuneration in 2021
Name of Director, position
Fixed remuneration Variable remuneration
Reporting
period
Base
fee
Pension
allowance
Benefits One-year
variable
Multi-year
variable
1
Total
remun eration
Proportion of
fixed and variable
remuneration
J. Groen – CEO       , % / %
      , % / %
B. Wissink – CFO       , % / %
      , % / %
J. Gerbig – COO       , % / %
      , % / %
1
The share-based payment 2020 amounts (‘multi-year variable’) disclosed in this table have been updated compared to the Annual Report 2020, to appropriately reflect the expense for the LTIP 2018-2020, LTIP 2019-2022 and LTIP 2020-2023.
Subsequent to the issuance of the Company’s statutory consolidated financial statements, the Company determined that the share-based payment amount disclosed in the Remuneration report and the footnote ‘Remuneration Management
Board’ did not include the expense for the period for the LTIP 2018-2020 and LTIP 2019-2022. Therefore, this table and the footnote disclosure did not reconcile with the variable remuneration expense for the period recorded in the statement of
profit or loss. As a result, the share-based payment amount in the disclosure has been adjusted, resulting in an increase of €207 thousand, €181 thousand and €168 thousand for J. Groen, B. Wissink and J. Gerbig respectively.
For more information on the remuneration paid to M. Maloney in his capacity as
Managing Director in 2021, refer to the paragraph ‘Payments by participating
interests’ below.
In 2021, €3.4 million was charged to the Company for remuneration of the
current Managing Directors, including pension allowance and long-term
incentive costs. The total costs for the deferred shares issued under the STI
2020 and the costs for the LTIP are recognised by the Company over a number
of years and are based on IFRS. No loans, advances or guarantees were granted
to the Managing Directors in 2021.
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Remuneration in 2021
The following table gives an overview of the fees and expenses incurred by the
Company in 2021 and 2020 in relation to the remuneration of the Supervisory
Board.
Name of Director, position
Reporting
period
Fixed Fee Market
supplement
Committee
fees
Travel fee Expenses Total
remun eration
A. Nühn – Chair Supervisory Board    
- -

   
-
 
C. Vigreux – Vice-Chair Supervisory Board    
- -

   
- -

R. Teerlink – Supervisory Board member    
- -

   
- -

G. Burr – Supervisory Board member    
- -

   
- -

J. Palaniappan – Supervisory Board member   
-

-

  
- - -

J. Reck – Supervisory Board member 
- - - - - -
 
- - - -

D. Fisher – Supervisory Board member       
L. Lloyd – Supervisory Board member   
-

-

For any committee memberships of Supervisory Directors, please see
‘Composition of the Management Board and Supervisory Board’.
In 2021, €600 thousand was charged to the Company for remuneration of the
current Supervisory Directors, including the yearly fixed and other fees.
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Remuneration in 2021
Under the STI 2020, the number of deferred shares awarded was estimated to
be 10,689 based on the five-day average share price prior to 31 December 2020.
After adoption of the Annual Report 2021, a final number of 13,563 deferred
shares were awarded, based on the five-day average share price after the AGM
2021.
General overview of STI
The remuneration of the Managing Directors consists of a variable remuneration
in form of STI, which will be delivered partly in cash and partly as a deferred
award of shares in the Company to the extent the STI outcome achieved is
above the target pay-out level of 75% of the base salary. The targets for the STI
2021 are as follows:
Target Relative weight
Number of new consumers to exceed 26,2 million %
Number of active consumers to exceed 73,9 million %
Number of orders per consumer to exceed 11,6 %
Certain personal / non-financial measures related to the internal
organisational structure %
Based on the STI outcome for 2021, the Supervisory Board - following the
recommendation of the Remuneration & Nomination Committee - has resolved
that a cash amount will be awarded to the value of 40% of base fee to each
Managing Director. This is included in the table above in the column ‘one-year
variable’ for each Managing Director. No deferred shares were granted to the
members of the Management Board under the 2021 STI.
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Remuneration in 2021
General overview of LTIPs
The remuneration of the Managing Directors consists of a variable remuneration
in the form of LTIPs, which includes the annual grant of conditional performance
options. The table below contains information on the number of conditional
share options granted to each Managing Director under the LTIP 2019-2021,
LTIP 2020-2023 and LTIP 2021-2024. In addition, we provide further information
about the applicable performance conditions per LTIP.
The conditional performance options granted as per 31 December 2016 (“LTIP
2017-2019”) vested on 31 December 2019 and the conditional performance
options granted as per 31 December 2017 (“LTIP 2018-2020”) vested on
31 December 2020. As at the date of this report, 10,477 vested options under
the LTIP 2017-2019 have been exercised.
Name of Director,
position
The main conditions of share option plans Information regarding the reported financial year
Opening
balance
During the period Closing balance
Specifi cation Perfor-
mance
period
Award
date
Vesting
date
End of
holding
period
Exercise
period
Strike
price of
the share
(€)
Share
options
awarded
at the
beginning
of the year
Share
options
awarded
Market
value of
share
options
awarded
Share
options
vested
Market
value of
share
options
vested (€)
Share
options
subject to
a perfor-
mance
condition
Share
options
awarded
and
unvested
Share
options
subject to
a holding
period
J. Groen LTIP 
-
 
-
 
-

-
 
-

-
 n.a. 
-

-
 to 
-

-
 . ,
- -
, ,
- -
n.a.
CEO LTIP 
-
 
-
 
-

-
 
-

-
 
-

-
 
-

-
 to 
-

-

-
,
- - - -
, ,
-
LTIP 
-
 
-
 
-

-
 
-

-
 
-

-
 
-

-
 to 
-

-

- -
, ,
- -
, ,
-
B. Wissink LTIP 
-
 
-
 
-

-
 
-

-
 n.a. 
-

-
 to 
-

-
 . ,
- -
, ,
- -
n.a.
CFO LTIP 
-
 
-
 
-

-
 
-

-
 
-

-
 
-

-
 to 
-

-

-
,
- - - -
, ,
-
LTIP 
-
 
-
 
-

-
 
-

-
 
-

-
 
-

-
 to 
-

-

- -
, ,
- -
, ,
-
J. Gerbig LTIP 
-
 
-
 
-

-
 
-

-
 n.a. 
-

-
 to 
-

-
 . ,
- -
, ,
- -
n.a.
COO LTIP 
-
 
-
 
-

-
 
-

-
 
-

-
 
-

-
 to 
-

-

-
,
- - - -
, ,
-
LTIP 
-
 
-
 
-

-
 
-

-
 
-

-
 
-

-
 to 
-

-

- -
, ,
- -
, ,
-
1
The market value as included in this column represents the market value of the underlying shares based on the share price at the date of the award / at the date of vesting
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LTIP 2019-2021
The conditional performance options granted as per 31 December 2018 and
vested on 31 December 2021, are referred to as the LTIP 2019-2021. The targets
for the vesting of the conditional performance options granted under the LTIP
2019-2021 and their relative weight were as follows:
Targets Relative weight
Order growth to exceed 25% per annum in the medium-term %
> 30% CAGR over 2015 Actual-2018 Estimate %
Revenue growth to continue to exceed order growth after 2016 %
Positive EBITDA margin for both Germany and the Company within 2 to
3 years after the IPO
1
%
The Netherlands EBITDA to continue to increase after 2016
2
%
1
The positive EBITDA margin for both Germany and the Company in this context means monthly positive EBITDA
margins (whether or not the full year EBITDA margins are positive) as also disclosed in the prospectus dated
19 September 2016 on page 121
2
Following the higher than expected growth of Scoober, also in the Netherlands, we have amended the medium-
term objective for the Netherlands from “Netherlands EBITDA margin to continue to increase” to “Netherlands
EBITDA to continue to increase”
Application of the LTIP 2019-2021 as per 31 December 2018 resulted in the
granting to the Managing Directors of a total of 31,323 conditional performance
options. These options were granted upon the adoption of the Company’s
annual accounts 2018. The exercise price of the conditional performance options
is €54.62 (the average closing price of the shares at Euronext Amsterdam on the
last five trading days before 31 December 2018).
These conditional performance options vested at 100% on 31 December 2021
based on the continued employment and the achievement of the targets set by
the Supervisory Board, resulting in the vesting of 11,655 options to J. Groen,
10,198 options to B. Wissink and 9,470 options to J. Gerbig. As at the date of the
report, no vested options under the LTIP 2019-2021 have been exercised.
LTIP 2020-2023
Conditional performance awards granted as per 21 May 2020 and expected to
vest on 21 May 2023 are referred to as the LTIP 2020-2023.
The targets set by the Supervisory Board are determined based on full-year
revenue growth (37.5%), relative total shareholder return (TSR) (37.5%) and a
strategic target (25%). The awards have been granted in the form of nil-cost
conditional performance options, which will vest if Just Eat Takeaway.com’s
business develops in accordance with and in the direction of the medium-term
targets as determined by the Supervisory Board.
The targets to be used for the vesting of the awards granted under the LTIP
2020-2023 as well as the achieved performance respectively are considered
competitively sensitive and will therefore be published in the annual report
after the relevant performance period.
Application of the LTIP 2020-2023 as per 21 May 2020 resulted in the granting to
the Managing Directors of a total of 14,233 conditional nil-cost performance
awards. The number of awards is 100% of the base fee divided by the share
price average of the five-day period after the 2020 AGM. Minimum vesting is
0% of the target award level and the formal limit under the LTIP 2020-2023
allows vesting of 200% of the target award level.
LTIP 2021-2024
Conditional performance awards granted as per 19 May 2021 and expected to
vest on 19 May 2024 are referred to as the LTIP 2021-2024.
The targets set by the Supervisory Board are determined based on full-year
revenue growth (37.5%), relative TSR (37.5%) and a strategic target (37.5%).
The awards have been granted in the form of nil-cost conditional performance
options, which will vest if Just Eat Takeaway.com’s business develops in
114
Just Eat Takeaway.com Annual Report 2021
Remuneration in 2021
accordance with and in the direction of the medium-term targets as determined
by the Supervisory Board.
The targets to be used for the vesting of the awards granted under the LTIP
2021-2024 as well as the achieved performance respectively are generally
considered competitively sensitive and will therefore be published in the annual
report after the relevant performance period. However, the vesting of the LTIP
2021-2024 partially depends on the achievement of a strategic target on the
reduction of Just Eat Takeaway.com’s carbon emissions in scope 1 and 2 in
accordance with the goals set out in the section ‘Our Responsible business and
sustainability approach’.
Application of the LTIP 2021-2024 as per 19 May 2021 resulted in the granting to
the Managing Directors of a total of 19,075 conditional performance nil-cost
awards. The number of awards is 100% of base fee divided by the share price
average of the five-day period after the 2021 AGM. Minimum vesting is 0% of
the target award level and the formal limit under the LTIP 2021-2024 allows
vesting of 200% of the target award level.
Clawback
In line with Dutch law and the Dutch Corporate Governance Code, the variable
remuneration of a Managing Director may be reduced or (partly) recovered if
certain circumstances apply.
In 2021, no variable remuneration was reclaimed from any Managing Director.
Compensation package’s compliance with
remuneration policy
The remuneration granted to the individual Managing Directors in 2021 is
compliant with the remuneration policy.
In 2021, no deviations from the procedure for the implementation of the
remuneration policy for any Managing Director were made and no derogations
itself have been applied.
The remuneration granted to the individual Supervisory Directors in 2021 is
compliant with the remuneration policy.
Pay ratios within Just Eat Takeaway.com and
annualchange
The pay ratio from our CEO relative to the average pay of all employees,
employed by Just Eat Takeaway.com, was nineteen to one in 2021 (2020: sixteen
to one). As a comparison, the pay ratio from our CFO and COO relative to the
average pay of all our employees was eighteen to one in 2021. These ratios are
based upon total staff cost per average FTE in the year. This calculation includes
the full total compensation and benefits, such as pension schemes and share-
based payments, payable to the CEO - respectively CFO and COO - and our
employees.
The pay ratio was calculated between the total annual remuneration of the CEO,
CFO or COO as applicable, and the average annual remuneration of the
employees in which (a) the total annual remuneration of the CEO, CFO or COO as
applicable - includes all remuneration components listed under ‘Compensation
Package Management Board’ above (b) the average annual remuneration of
employees is the total wage costs divided by the average number of FTEs during
the year; and (c) the value of the share-based remuneration is determined in
accordance with IFRS.
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Remuneration in 2021
As expected, the pay ratio increases over time, driven by the growth of the
number of couriers and customer service agents employed. However, it is
important for us to continuously monitor the ratio between the highest and the
average paid persons within Just Eat Takeaway.com.
Annual change
2017 vs
2016
2018 vs
2017
2019 vs
2018
2020 vs
2019
2021 vs
2020
Information regarding the reported financial year
J. Groen – CEO % % % % (%)
B. Wissink – CFO % % % % (%)
J. Gerbig – COO % % % % (%)
Company performance
Revenue % % % % %
Adjusted EBITDA (%) % % ,% (%)
Orders % % % % %
Average remuneration on a full-time equivalent basis of employees
Employees of
Just Eat Takeaway.com % (%) % % (%)
The table above contains an overview over the past five years.
Share ownership
Share ownership members of the Management Board
As at 31 December 2021, the Managing Directors held shares in the Company as
set out below.
Numbers of shares held
J. Groen
CEO
1
B. Wissink
CFO
J. Gerbig
COO
2
Numbers of shares held as at 31 December 2021 ,, , ,
1
Shares are held indirectly with the exception of 5,780 shares
2
Shares are held indirectly
In addition to the shareholdings described above, on 1 January 2022, the first
tranche of the STI 2020 awards vested. As a consequence of the vesting 1,561
shares were delivered to J. Groen and 1,479 shares were delivered to B. Wissink
and J. Gerbig, respectively.
Share ownership members of the Supervisory Board
David Fisher and Lloyd Frink held securities in Grubhub prior to the Grubhub
Acquisition, which were rolled-over into securities in the Company. As at
31 December 2021, David Fisher held 20,330 ADSs and 31,530 vested options,
which upon exercise can be settled in 31,530 ordinary shares or 157,650 ADSs.
As per the same date, Lloyd Frink held 282,354 ADSs and 37,168 vested options,
which upon exercise can be settled in 37,168 ordinary shares or 185,840 ADSs.
As per 31 December 2021, no other Supervisory Board members held securities
in the Company.
116
Just Eat Takeaway.com Annual Report 2021
Remuneration in 2021
Payments by participating interests
Other than set out below, during 2021, no remuneration for members of the
Management Board has been made at the account of any participating interest
of the Company.
From 15 June 2021 until 30 November 2021 M. Maloney was a member of the
Management Board and in this capacity his maximum remuneration by Just Eat
Takeaway.com was bound by the remuneration policy of the Management
Board. However, as M. Maloney did not enter into a management agreement
with the Company, he did not benefit from the compensation package under
the Company’s remuneration policy or severance arrangement for the
Management Board.
In the period from 15 June 2021 until 30 November 2021, M. Maloney received
an amount of EUR 249,915 from the Company’s indirect subsidiary, Grubhub,
which includes the pro-rata payment of his annual base fee of EUR 450,000.
As per 8 August 2020, Grubhub established the Grubhub Inc. Executive
Severance Plan (the “GH Severance Plan”). Grubhub qualified M. Maloney as
Tier 1 Participant and his severance due to termination of his employment
relationship with Grubhub was calculated accordingly. Grubhub has filed
the GH Severance Plan with the SEC in 2020 and the document remains
publicly available on the SEC’s website. The address of this website is
http://www.sec.gov.
Severance arrangements
Contractual severance arrangements of the Managing Directors provide for
compensation for the loss of income resulting from a non-voluntary termination
of employment. In that situation, the severance package is equal to the sum of
the six-month gross fixed base fee of the respective Managing Director.
The contractual severance arrangements are compliant with the Dutch
Corporate Governance Code. There are no contractual arrangements in place for
compensation for Managing Directors for non-voluntary termination of service
in case of a take-over bid of the Company.
During 2021, no severance payments were granted by the Company to
members of the Management Board and the Supervisory Board. During 2021,
M.Maloney resigned as member of the Management Board and his resignation
was accepted by the Supervisory Board as per 1 December 2021. M. Maloney did
not receive any severance pay from the Company.
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Remuneration in 2021