Just Eat Takeaway com N : 25-08-2020 EGM Power of Attorney for shareholders

POWER OF ATTORNEY

for the Extraordinary General Meeting of Just Eat Takeaway.com N.V. (the "Company") to be held on Wednesday 7 October 2020 (the "EGM").

Important note:

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 notuse 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.

The undersigned:

Name

Address

Postal code and city

Country

Number of shares held in the

Company on the Record Date1

(hereinafter the "Shareholder"),

• has instructed his or her intermediary on the registration of the EGM for the number of shares set forth above, and
• hereby grants a power of attorney to (tick appropriate box):
• • Civil-lawnotary 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 EGM and to vote on the shares in respect of the items on the EGM agenda, in the manner as set forth below (for a valid vote, only mark one box per voting item). If the below table does

1 The Record Date is 9 September 2020, after processing of all settlement of that day.

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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
2(A)	Approval of the Transaction	☐	☐	☐
2(B)	Delegation to the Management Board of the right to issue	☐	☐	☐
	shares and/or to grant rights to acquire shares in connection
	with the Transaction
2(C)	Delegation to the Management Board of the right to exclude	☐	☐	☐
	or limit pre-emptive rights in connection with the Transaction
2(D)	Appointment of Matthew Maloney as a member of the	☐	☐	☐
	Management Board
2(E)	Appointment of Lloyd Frink as a member of the Supervisory	☐	☐	☐
	Board
2(F)	Appointment of David Fisher as a member of the Supervisory	☐	☐	☐
	Board
2(G)	Approval of a supplement to the remuneration policy of the	☐	☐	☐
	Management Board in respect of Matthew Maloney

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 (HQ7212), Gustav Mahlerlaan 10, 1082 PP Amsterdam, no later than 30 September 2020 before, 5:30 p.m. 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 30 September 2020 before 5:30 p.m. CET.

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