Proxy Solicitation & Information Statement • Mar 23, 2022
Proxy Solicitation & Information Statement
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for the Annual General Meeting of Just Eat Takeaway.com N.V. (the "Company") to be held on Wednesday 4 May 2022 (the "AGM 2022").
This power of attorney should only be used by shareholders registered as such in the Company's share register or a shareholder holding its shares through Euroclear.
Holders of a Crest Depository Receipt ("CDI") should not use this power of attorney to vote in respect of their CDIs. Rather, holders of CDIs at the Record Date may give their voting instruction through Equiniti Limited. Direct holders of CDIs will receive information, including a voting instruction card. If on the Record Date you hold CDIs through a bank, broker or custodian, you should contact your bank, broker or custodian directly to understand how you can vote.
| Name | |
|---|---|
| Address | |
| Postal code and city | |
| Country | |
| Number of shares held in the 1 Company on the Record Date |
(hereinafter the "Shareholder"),
| ☐ | Civil-law notary Cindy Smid (or her substitute) from Zuidbroek Corporate Law Notaries | ||
|---|---|---|---|
| ☐ | The following person: | ||
| Name | |||
| Address | |||
| Postal code and city | |||
| Country |
to represent the Shareholder at the AGM 2022 and to vote on the shares in respect of the items on the AGM 2022 agenda, in the manner as set forth below (for a valid vote, only mark one box per voting item). If the
1 The Record Date is 6 April 2022, after processing of all settlement of that day.
below table does not contain an indication of the direction to vote in respect of any voting agenda items, the attorney will exercise his/her discretion as to whether, and if so how, to vote.
| Agenda item (voting items only) | For | Against | Abstain | |
|---|---|---|---|---|
| 2b. | Remuneration report 2021 | ☐ | ☐ | ☐ |
| 2c. | Adoption of the annual accounts 2021 | ☐ | ☐ | ☐ |
| 3. | Amendment of the remuneration policy of the management board |
☐ | ☐ | ☐ |
| 4a. | Discharge of members of the management board from liability for their responsibilities in the financial year 2021 |
☐ | ☐ | ☐ |
| 4b. | Discharge of members of the supervisory board from liability for their responsibilities in the financial year 2021 |
☐ | ☐ | ☐ |
| 5a. | Reappointment of Mr. Jitse Groen as Chief Executive Officer and member of the management board |
☐ | ☐ | ☐ |
| 5b. | Reappointment of Mr. Brent Wissink as Chief Financial Officer and member of the management board |
☐ | ☐ | ☐ |
| 5c. | Reappointment of Mr. Jörg Gerbig as member of the management board |
☐ | ☐ | ☐ |
| 6a. | Reappointment of Mr. Adriaan Nühn as chairman of the supervisory board |
☐ | ☐ | ☐ |
| 6b. | Reappointment of Ms. Corinne Vigreux as vice-chairman of the supervisory board |
☐ | ☐ | ☐ |
| 6c. | Reappointment of Mr. David Fisher as member of the supervisory board |
☐ | ☐ | ☐ |
| 6d. | Reappointment of Mr. Lloyd Frink as member of the supervisory board |
☐ | ☐ | ☐ |
| 6e. | Reappointment of Mr. Jambu Palaniappan as member of the supervisory board |
☐ | ☐ | ☐ |
| 6f. | Reappointment of Mr. Ron Teerlink as member of the supervisory board |
☐ | ☐ | ☐ |
| 7. | Authorisation of management board to issue shares | ☐ | ☐ | ☐ |
| 8. | Delegation of the right to exclude or limit pre-emptive rights | ☐ | ☐ | ☐ |
| 9. | Authorisation of the management board to repurchase shares | ☐ | ☐ | ☐ |

This power of attorney is governed by Dutch law.
| Signature | |
|---|---|
| Place | |
| Date |
This power of attorney must be received by ABN AMRO Bank N.V. for the attention of Corporate Broking (HQ7050), Gustav Mahlerlaan 10, 1082 PP Amsterdam, no later than 28 April 2022 before, 10:00 CET
You can only revoke this power of attorney in writing, in which case your revocation must be received by ABN AMRO Bank N.V., no later than 28 April 2022 before 10:00 CET.
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