Proxy Solicitation & Information Statement • Oct 7, 2022
Proxy Solicitation & Information Statement
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for the Extraordinary General Meeting of Just Eat Takeaway.com N.V. (the "Company") to be held on Friday 18 November 2022 (the "EGM 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 1 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 | |
| Company on the Record Date |
(hereinafter the "Shareholder"),
| ☐ | Civil-law notary Bianca Geuze-Draaijer (or her substitute) from Quist Geuze Meijeren | ||
|---|---|---|---|
| ☐ | The following person: | ||
| Name | |||
| Address | |||
| Postal code and city | |||
| Country |
1 The Record Date is 21 October 2022, after processing of all settlement of that day.

to represent the Shareholder at the EGM 2022 and to vote on the shares in respect of the items on the EGM 2022 agenda, in the manner as set forth below (for a valid vote, only mark one box per voting item). If the below table does not contain an indication of the direction to vote in respect of any voting agenda items, the attorney will vote "For" on the respective agenda item.
| Agenda item (voting items only) For Against Abstain |
|||||
|---|---|---|---|---|---|
| 2. | Approval of the Transaction | ☐ | ☐ | ☐ | |
| 3 | Transfer of the Company's listing category on the Official List from Premium to Standard |
☐ | ☐ | ☐ | |
| 4a. | Reappointment of Mr. Jörg Gerbig as a member of the Management Board |
☐ | ☐ | ☐ | |
| 4b. | Appointment of Mr. Andrew Kenny as a member of the Management Board |
☐ | ☐ | ☐ | |
| 5a. | Appointment of Ms. Mieke De Schepper as a member of the Supervisory Board |
☐ | ☐ | ☐ | |
| 5b. | Appointment of Mr. Dick Boer as a member and chair of the Supervisory Board |
☐ | ☐ | ☐ |
The aggregate voting results based on the instructions given to the notary may be shared with the Company prior to the EGM 2022.
This power of attorney is governed by Dutch law.
| Signature | |
|---|---|
| Place | |
| Date | |
This power of attorney, together with the confirmation of entitlement from the intermediary confirming the number of shares held at the Record Date, must be received by ABN AMRO Bank N.V. for the attention of Corporate Broking (HQ7212), Gustav Mahlerlaan 10, 1082 PP Amsterdam or, if sent in pdf-form electronically at the e-mail address [email protected], no later than 11 November 2022 before, 17:00 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 11 November 2022 before 17:00 CET.
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