VOTING INSTRUCTION FORM

for the Extraordinary General Meeting of Just Eat Takeaway.com N.V. (the "Company") to be held at 14:00 CET on 7 October 2020 (the "EGM 2020").

Dear CDI Holder

This document contains important information about how to vote at the EGM 2020 and requires your attention.

You are being sent this document because you hold a CREST Depositary Interest ("CDI") in shares in the Company through the Global Nominee. Please refer to the circular containing the agenda and convocation of the EGM 2020 (the "Circular"), as well as supporting documentation, which are available at the Company's corporate website (www.justeattakeaway.com), when deciding how to vote. You must cast your vote either by Option 1 (voting online) or Option 2 (voting by post) as set out below. Please contact Equiniti at 0371 384 2030 (or +44 (0)121 415 7047 if calling from overseas) if you have any questions about how to fill in this form or vote online.

Yours faithfully

Just Eat Takeaway.com N.V.

OPTION 1 - VOTE ONLINE

You can give your voting instruction online at www.sharevote.co.uk by selecting Just Eat Takeaway. com, and using the numbers provided below. You must give this instruction before 17:30 CET (16:30 BST) on 28 September for it to be validly received and for your vote to count.

Voting ID

Task ID

Shareholder reference

OPTION 2 - VOTE BY POST

You can give your voting instruction by post by completing and signing the form below and returning it to Equiniti as Global Nominee in the reply-paid envelope provided.

The agenda item numbers below correspond to each of the resolutions on which you are being asked to vote as set out in the agenda contained in the Circular. We recommend that you read the agenda and the explanatory notes for the EGM 2020 contained in the Circular. Additional guidance notes are provided to you overleaf. The completed and signed form must be received by Equiniti before 17:30 CET (16:30 BST) on 28 September 2020 for it to be validly received and for your vote to count.

STEP 1 - COMPLETE THE FORM BELOW

Please give your voting instructions by marking "X" for each agenda item in the For, Against or Abstain boxes below.

VOTING INSTRUCTION FORM

If you return the form and do not mark a box for an agenda item, Equiniti Financial Services Limited as Global Nominee will use its discretion to vote on the corresponding resolution.

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

STEP 2 - SIGN AND DATE YOUR INSTRUCTION

To: Equiniti Financial Services Limited as Global Nominee

I/We instruct you to cast the votes attached to the shares represented by the CDIs held on my/our behalf by the Global Nominee in accordance with my instructions.

Signature

Date

VOTING INSTRUCTION FORM

GUIDANCE NOTES

The Extraordinary General Meeting of Just Eat Takeaway.com N.V. is to be held at 14:00 CET on 7 October 2020 at BIMUIS Amsterdam, Piet Heinkade 3, Amsterdam, the Netherlands.

How to complete the voting instruction form

  1. If someone signs this form for you, details of the authority under which the form is signed should be attached.
  2. If you submit your vote more than once (using Option 1 or Option 2, or a combination of the two methods), the voting instruction received last will count, to the exclusion of any previous voting instructions.
  3. If you make any alterations on this form, you must put your initial next to them. If your name as printed is incorrect, do not change what is printed - instead please contact Equiniti on 0371 384 2030 from the UK or +44 (0)121 415 7047 from overseas. Lines are open 08:30 to 17:30 (UK time) Monday to Friday (excluding public holidays in England and Wales).
  4. In the event that any matters are proposed at the meeting which are not included in the agenda, the Global Nominee will abstain from voting.
  5. If you have any questions about how to fill in this form, please call Equiniti on 0371 384 2030 from the UK or +44 (0)121 415 7047 from overseas. Lines are open 08:30 to 17:30 (UK time) Monday to Friday (excluding public holidays in England and Wales).

For more information, including copies of the Circular containing the convocation and agenda for the EGM 2020, please visit our corporate website: www.justeattakeaway.com.

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Disclaimer

Just Eat Takeaway.com NV published this content on 25 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2020 14:24:07 UTC