JUST EAT TAKEAWAY.COM N.V. POWER OF ATTORNEY
for the Annual General Meeting of Just Eat Takeaway.com N.V. (the "Company") to be held on Wednesday
17 May 2023 (the "AGM 2023").
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 Date1 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 Date
(hereinafter the "Shareholder"),
- has instructed his or her intermediary on the registration of the AGM 2023 for the number of shares set forth above, and
- hereby grants a power of attorney to (tick appropriate box):
- Civil-lawnotary 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 19 April 2023, after processing of all settlements of that day.
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to represent the Shareholder at the AGM 2023 and to vote on the shares in respect of the items on the AGM 2023 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 | ||||||||||
2b. | Advisory vote on Remuneration report 2022 | ☐ | ☐ | ☐ | |||||||||
2c. | Adoption of the annual accounts 2022 | ☐ | ☐ | ☐ | |||||||||
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 2022 | |||||||||||||
4b. | Discharge of members of the Supervisory Board from liability | ☐ | ☐ | ☐ | |||||||||
for their responsibilities in the financial year 2022 | |||||||||||||
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 | |||||||||||||
5d. | Reappointment of Mr. Andrew Kenny as member of the | ☐ | ☐ | ☐ | |||||||||
Management Board | |||||||||||||
6a. | Reappointment of Mr. Dick Boer as chair of the Supervisory | ☐ | ☐ | ☐ | |||||||||
Board | |||||||||||||
6b. | Reappointment of Ms. Corinne Vigreux as vice-chair of the | ☐ | ☐ | ☐ | |||||||||
Supervisory Board | |||||||||||||
6c. | Reappointment of Mr. Lloyd Frink as member of the | ☐ | ☐ | ☐ | |||||||||
Supervisory Board | |||||||||||||
6d. | Reappointment of Mr. Jambu Palaniappan as member of the | ☐ | ☐ | ☐ | |||||||||
Supervisory Board | |||||||||||||
6e. | Reappointment of Ms. Mieke De Schepper as member of the | ☐ | ☐ | ☐ | |||||||||
Supervisory Board | |||||||||||||
6f. | Reappointment of Mr. Ron Teerlink as member of the | ☐ | ☐ | ☐ | |||||||||
Supervisory Board | |||||||||||||
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Agenda item (voting items only) | For | Against | Abstain | ||||||||||
6g. | Appointment of Ms. Abbe Luersman as member of the | ☐ | ☐ | ☐ | |||||||||
Supervisory Board | |||||||||||||
6h. | Appointment of Ms. Angela Noon as member of the | ☐ | ☐ | ☐ | |||||||||
Supervisory Board | |||||||||||||
7. | Appointment external auditor for the financial years 2024, | ☐ | ☐ | ☐ | |||||||||
2025, 2026 | |||||||||||||
8.a | Authorisation of the Management Board to issue shares for | ☐ | ☐ | ☐ | |||||||||
general purposes and in connection with incentive plans | |||||||||||||
8.b | Authorisation of the Management Board to issue shares in | ☐ | ☐ | ☐ | |||||||||
connection with Amazon | |||||||||||||
9.a | Delegation of the right to exclude or limit pre-emptive rights in | ||||||||||||
relation to the issue of shares for general purposes and in | ☐ | ☐ | ☐ | ||||||||||
connection with incentive plans | |||||||||||||
9.b | Delegation of the right to exclude or limit pre-emptive rights in | ☐ | ☐ | ☐ | |||||||||
relation to the issue of shares in connection with Amazon | |||||||||||||
10. | Authorisation of the Management Board to repurchase shares | ☐ | ☐ | ☐ | |||||||||
The aggregate voting results based on the instructions given to the notary may be shared with the Company prior to the AGM 2023.
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 ava@nl.abnamro.com, no later than 10 May 2023, 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 10 May 2023, before 17:00 CET.
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Just Eat Takeaway.com NV published this content on 05 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2023 06:40:01 UTC.
