Just Eat Takeaway com N : 15-11-2021 Final Minutes AGM 12 May 2021

JUST EAT TAKEAWAY.COM N.V. (the "Company", "JET")

MINUTES ANNUAL GENERAL MEETING 2021

held on 12 May 2021 at 14:00 CET at BIMHUIS Amsterdam, the Netherlands (the "AGM")

These minutes contain a short report of the proceedings at the AGM and do not give a verbatim record of the discussions held.

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1. Opening and announcements

Adriaan Nühn, chairman of the Supervisory Board of the Company (the "Chairman") and chairman of the AGM opened the meeting and welcomed the attendees of the Company's AGM via livestream.

The Chairmanexplained that in light of COVID-19 restrictions, like last year, shareholders were encouraged to cast their votes by proxy and/or issue voting instructions in writing or via the e-voting platform of ABN AMRO Bank N.V. On behalf of the Company, only a limited number of people were present at the AGM, amongst which the Chairman, CEO, CFO and the Company Secretary. Furthermore, the Chairman added that this meeting is conducted in English, due to the limited number of attendees, translators are not present at the meeting and a translation in Dutch is not provided.

Shareholders had the opportunity to submit their questions prior to the meeting. The questions received will be thematically answered per agenda item. Any follow-up questions can be forwarded to the Company immediately after this meeting. Such questions will be answered and posted on the Company's corporate website within two working days after the AGM.

After the brief explanation on the course of business at the meeting, the Chairmancontinued by stating that the Company's Company Secretary, Sophie Versteege, will act as the secretary of the meeting. Also, Cindy Smit, the independent notary, is present at the meeting. In accordance with the provision of the Corporate Governance Code, the Chairman furthermore states that the external auditor of the Company, Deloitte Accountants is present.

The Chairmanconfirmed that the notice convening the AGM was posted on the Company's corporate website on 30 March 2021, in accordance with the relevant provisions of the Company's articles of association and all legal requirements. The convocation, agenda with explanatory notes and ancillary documents, as well as a written proxy form were available from 30 March 2021 until the date of this meeting at the offices of the Company, at the Company's website and via ABN AMRO Bank N.V.

It was established that the number of shares present amounted to 136,307,813. This represents an equal number of votes. The shares represent 91.6% of the Company's issued share capital.

The Chairmanestablished that the requirements relevant to the convening and holding of the AGM have been met and that the meeting can validly resolve on the matters put forward on the agenda.

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2. Management report; remuneration report; annual accounts 2.a. Report of the Management Board for the financial year 2020

The Chairmancontinued with the second agenda item, the report of the Management Board for the financial year 2020 and invited Jitse Groen to discuss the Company's financial year 2020, and the current state of affairs at the Company.

Jitse Groencontinued with an overview of the highlights of 2020 as reflected in the Annual Report 2020 and the presentation of the financial and business highlights.

The Chairmanthanked Jitse Groen for his presentation and continued with the shareholders' questions.

Vereniging van Beleggers voor Duurzame Ontwikkeling ("VBDO"), the Dutch organisation forinvestors in sustainable development, noted that the Company understands it can expand its positive impact by improving the sustainability of packaging used by its restaurant partners. Furthermore, the Company stopped the sale of single use plastic packaging on all its partner web shops globally and is set to trial a number of packaging reuse schemes in 2021. In this context VBDO would like the Company to elaborate on its sustainable packaging strategy and how it aims to nudge restaurants on its platform to ban single use plastics from food delivered by the Company and would the Company set a target for the integration of sustainable packaging solutions?

Jitse Groenresponded that the Company's long-term packaging strategy is focused on two key areas. Firstly, reusable packaging: Just Eat Takeaway.com ("JET") will be running a number of pilots in the UK and Germany where customers can choose reusable packaging which they can either return to a pick up point or have collected. This is then cleaned and re-used by the restaurant. Secondly, sustainable disposable packaging: The Company is pioneering the use of completely compostable and degradable takeaway packaging options, for example seaweed-lined paper boxes. JET is developing plans with our Marketing and Sales colleagues to help drive uptake among restaurants including ensuring that these more sustainable options are commercially attractive to restaurant partners, driving customer demand for sustainable alternatives and rewarding/recognising those restaurants for their involvement. Targets for reduction will be set and communicated in due course.

VBDOindicated that it stands out that the Company, in contrast to its competitors, employs its couriers. The positive judgment on Thuisbezorgd.nl of the Dutch trade union FNV in its report on concerns about the working conditions of couriers (mostly of Deliveroo and UberEats) illustrates the reputational benefits of Takeaway.com's approach. VBDO highly values this approach but also wants to understand better how the company's employees and couriers think about its employment (and other) policies. Does the Company have grievance mechanisms in place for its employees, couriers employed by Takeaway.com and couriers of restaurants? Additionally, does the company have an employee engagement survey that includes couriers and if yes, can the company report on the outcomes in the next annual report?

Jitse Groenpointed out that the Company has a whistleblower policy (or speak-up policy) in place that applies to all employees (including couriers). This policy is available in the governance section of our corporate website. The Company also conducts employee engagement surveys and we will consider which of these findings would be appropriate to share in our next annual report.

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VBDOis pleased to learn that Takeaway.com has hired a new Diversity & Inclusion ("D&I") manager, is building a global D&I team and will develop a new D&I strategy. As Takeaway.com's employees are one of the company's most important assets, it is important that it keeps on building a fairer and more inclusive workplace. In this context, VBDO would like to understand what to expect of the Company in 2021 and whether the Company could elaborate on the most important ambitions being included in the D&I strategy?

Jitse Groenacknowledged the importance of diversity and inclusion for the Company and explained that the Company is currently building the D&I strategy which will be embedded across everything being done in the organisation. It's not just an HR topic, it is connected to the Company's strategy and its execution. A clear business case will be built to make sure that each colleague understands why it is important for our organisation and how everyone can contribute to building our inclusive culture, which is already there. We will be in a better position to share more later on this year.

ShareAction's first question relates to insecure work and contract types: why has the company chosen this agency model, over contracting riders as 'limb (b)' workers? Furthermore, please could the company explain the approach to how these contracts will be implemented and how the current workforce of existing riders will be managed? How does the company plan to prioritise and protect these riders?

Jitse Groenagreed that it is fundamental that people are appropriately compensated. The Company either employs staff directly or through an agency. Typically agencies are engaged to move at pace and launch Scoober quickly in new cities. It is important that JET couriers feel engaged and part of the JET family and that is why the Company invests in staff, facilities, equipment and information/communication at the hubs.

ShareAction's next question related to electric vehicles, as ShareAction would like to understand whether the Company would commit to signing up to EV100 and to have a follow up meeting with ShareAction to discuss the financial and reputational opportunities that this offers you?

Jitse Groenresponded that accelerating the roll-out of electric vehicle delivery is a key part of JET's sustainability strategy and the vast majority of vehicles used by Scoober delivery service are already EV or push bikes. The Company is currently carrying out a group-wide carbon footprinting exercise to validate the data but it is known that the more one can switch deliveries to EV, the greater the impact on reducing carbon footprint. JET would absolutely be open to have a meeting with ShareAction and/or EV100 to understand more about the initiative.

Vereniging van Effectenbezitters("VEB") asked to what extent the Company expects that the delivery of meals (logistics) in Continental Europe will become (modestly) profitable in Continental Europe in a scenario in which less competition creates room for charging a higher delivery fee?

Jitse Groenresponded that the Company believes that logistics in Europe is only a marginally profitable business model, because of the relatively high wages combined with the relatively low inclination of consumers to pay delivery fees. Less competition does not change the consumer attitude. JET sees its logistics offering as an investment in the consumer and aims to run this business at a gross-profit positive level.

VEBasked if the Company is willing to share its current expectation concerning the percentage of orders that will come from logistics in its leading markets (specifically the Netherlands, Germany, and United Kingdom) in 5 to 10 years?

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Jitse Groenresponded that first of all, the Company currently does not control the growth of the logistical share. In other words, the percentage of orders is reflecting the consumer demand. Generally, cities have a higher logistical demand compared to the countryside. So a country with many cities shows a higher logistical share. One could argue that the currently observed percentage of logistics orders is likely to be inflated because of COVID-19 and because of investments into our network and restaurant offering. The development of the share of logistics in 5 to 10 years depends on many variables and hence JET doesn't have an internal target or expectation. As said earlier, the Company believes that it has to be involved in this business and can run this business at a gross-profit positive level. The Company follows consumer demand for both marketplace and delivery.

VEBwould also like to understand the Company's expectations concerning the level of (logistics) competition in the United Kingdom? Mergers between the top three players are highly unlikely from a regulatory standpoint. How long does JET expect to have to compete in the UK before the market rationalizes?

Jitse Groenpointed out that this question is not for JET to answer. The Company can only say that the initial results of its investments have been very supportive to the strategy, and JET will continue to prioritize market share over profitability in the near future. JET believes the UK is a core market to Just Eat Takeaway.com and the strategy will reflect that belief.

VEBconcludes that in many leading markets JET has the broadest offering on its platform. Therefore VEB would like to know to what extent the Company is in a position to negotiate exclusive delivery contracts with well known restaurant chains (Burger King, McDonald's, etc.) and improve its competitive position?

Jitse Groenremarked that the Company is not in favour of and does not believe in exclusive contracts, as it doesn't believe these to be beneficial to the restaurant chain, to consumers, and in turn, to Just Eat Takeaway.com. As an online food delivery marketplace, JET wants to have all restaurants on its platform. The Company is proud of existing relationships with international restaurant chains, which is a proof of the value added to restaurant partners. JET also signed partnerships with partners across multiple markets, which enables the Company to roll out partnerships faster and more efficiently.

VEBfurthermore noted that a more extensive restaurant offering is perceived to make it easier for the Company to compete on logistics in countries and regions with many marketplace restaurants. VEB therefore asked to what extent this would affect the continuation of operations in places with fewer marketplace restaurants, like some regions in the United States (e.g., Atlanta, Houston, and Miami) and countries such as Australia?

Jitse Groenreferred to the outstanding performance in Australia, which is an example of a market with a higher logistical share, or Canada, which is a pure logistics company. This shows that the Company is able to compete in markets around the globe, and the proportion of marketplace versus logistics restaurants does not limit its ability to do so. The strategy should be amended to local situations and culture so that it is most effective in the relevant country. One should not think of the Company as a marketplace business, it's very much a hybrid business.

VEBstated that UberEats has launched recently in Germany and asked whether Just Eat expected this move by UberEats, and what could be the rationale behind this?

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