Just Eat Takeaway com N : Agenda and explanatory notes AGM 2023

Annual General Meeting

JUST EAT TAKEAWAY.COM N.V.

The Annual General Meeting of Just Eat Takeaway.com N.V. (the "Company") will be held on Wednesday,

17 May 2023 at 11:00 CET at BIMHUIS, Piet Heinkade 3, in Amsterdam.

Agenda and explanatory notes

1. Opening and announcements
2. Management report; remuneration report; annual accounts

2a. Report of the management board for the financial year 2022

Presentation by the Company's management board (the "Management Board") on the performance of Just Eat Takeaway.com N.V. in 2022.

2b. Advisory vote on Remuneration report 2022 *

In accordance with Dutch law, the remuneration report for 2022 will be discussed and submitted to the general meeting for an advisory vote.

The remuneration report is set out on pages 113 to 124 of the annual report for the financial year 2022 and available at the offices of Just Eat Takeaway.com N.V. in Amsterdam and on the Company's corporate website (www.justeattakeaway.com/general-meeting).

2c. Adoption of the annual accounts 2022 *

It is proposed to adopt the annual accounts for the financial year 2022 as drawn up by the Management Board and signed by the Management Board and the Company's supervisory board (the "Supervisory Board") on 1 March 2023.

Deloitte Accountants B.V. has audited the annual accounts 2022 and has issued an auditor's report thereon. The auditor is available for questions regarding the audit of the annual accounts 2022.

3. Amendment of the remuneration policy of the Management Board *

It is proposed to the general meeting to amend the remuneration policy of the Management Board. The proposed remuneration policy (the "Remuneration Policy MB") will take effect as of 1 January 2023.

The current remuneration policy was adopted by the general meeting on 4 May 2022 and took effect as per 1 January 2022. The amendments to the remuneration policy of the Management Board are proposed by the Supervisory Board to align the remuneration level with the increased size, scope and complexity of the Company and to further align the remuneration design with the strategy. In preparing this policy, the Supervisory Board considered the external environment in which the Company operates, the Dutch Corporate Governance Code, the Dutch implementation of the Shareholder Rights Directive II in the Netherlands, as well as the requirements of the UK Corporate Governance Code to the extent practicable.

It is proposed that all grants of awards in the Company as set out in the Remuneration Policy MB (including the criteria for granting and amendments thereto) will be approved, up to the maximum

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number of awards that can be granted in accordance with the Remuneration Policy MB.

Summary of main changes compared to the existing remuneration policy

The Supervisory Board proposes to keep the design of the policy as simple and transparent as possible. To ensure market competitiveness and alignment with the Company's strategy, the following amendments to the Remuneration Policy MB are proposed:

Adjustments to the fixed annual base fees:

In line with the adopted remuneration policy in 2020, changes to the fixed annual base fees (other than indexation) are subject to shareholder approval. The current base fees, apart from a CPI increase aligned with the workforce in 2022, were set per 2019 as part of the legacy Takeaway.com policy and were not amended per 2020 after the combination with legacy Just Eat or per 2021 following the Grubhub transaction. This implies that since 2019, the base fees have not been materially adjusted whereas the Company has increased significantly in terms of size, scope and complexity, outgrowing the European listed e-commerce group of companies as defined at the time of setting the base fees (e.g. a 500%+ increase in the number of orders, 800%+ increase in Gross Transaction Value and almost doubling of the number of countries in which the Company is active).

To deliver on the promise of the remuneration policy to be able to attract, retain and motivate the best people, it is proposed to align the remuneration packages with the market. The benchmark has been set at the 25th percentile of the AEX (excluding financials and real estate companies) in line with the adopted policy reference in 2020. Robustness checks have been executed based on the AMX at the 75th percentile and the European sector, taking the size, scope and complexity of the Company into account. All perspectives show similar and significant deviation with the market in terms of Total Direct Compensation with observed differences in pay mix. It is proposed to align the base fees with the policy reference market to close the gap.

New base fees as of January 1, 2023:
Chief Executive Officer:	€ 670,000 (current: € 487,706)
Chief Financial Officer:	€ 645,000	(current: € 462,038)
Chief Operating Officer:	€ 645,000	(current: € 462,038)
Chief Commercial Officer:	€ 645,000	(current € 462,038)

Adjustments to the pension allowance:

Management Board members are entitled to an allowance to participate in a pension scheme or obtain pension insurance and to obtain insurance for disability to work. To align with market practice, the Company proposes to move from an approach of working with a fixed annual allowance towards an annual allowance based on a percentage of base fee. The current fixed amount equals € 50,000 which equals north of 10% in relation to the current base fees. It is proposed to round down this to 10% of base fee. Pension contributions are aligned or lower, relative to base salary, than those available to the workforce.

Adjustment to the short-term incentive (STI):

The metric "Number of active consumers" is proposed to be replaced with "Profitability per order" to further align with strategic business priorities. The table below shows a comparison of the proposed Short-Term Incentive Plan metrics and weightings, compared to those in the existing policy:

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Metrics in the existing policy	Weight	Proposed metrics in the new policy	weight
Gross Transaction Value	30%	Gross Transaction Value	30%
Adjusted EBITDA	30%	Adjusted EBITDA	30%
Number of active consumers	15%	Profitability per order	15%
Personal/non-financial measures	25%	Personal/non-financial measures	25%
	100%		100%

Adjustments to the long-term incentive (LTI):

The metrics applied in the LTI plan are proposed to be updated to incorporate strategic business priorities. ESG has been explicitly added to the strategic targets. Cash flow has been added as a separate metric. This results in four metrics under the LTI, each with a weight of 25%. The table below shows a comparison of the proposed Long-Term Incentive Plan metrics and weightings, compared to those in the existing policy:

Metrics in the existing policy	Weight	Proposed metrics in the new policy	weight
Revenue Growth	37.5%	Revenue Growth	25%
Relative TSR	37.5%	Relative TSR	25%
Strategic targets	25%	ESG & Other Strategic targets	25%
		Cash Flow	25%
	100%		100%

The full text of the proposed remuneration policy of the Management Board is available at the offices of the Company in Amsterdam and on the Company's corporate website (www.justeattakeaway.com/general-meeting).

1. Discharge
   4a. Discharge of members of the Management Board from liability for their responsibilities in the financial year 2022 *
   It is proposed to discharge the members of the Management Board in office in 2022 from all liability in relation to the exercise of their duties in the financial year 2022. Discharge will only be granted to the extent the managing directors' performance is apparent from the annual accounts
   2022 or other public disclosures prior to the adoption of the annual accounts 2022.
   4b. Discharge of members of the Supervisory Board from liability for their responsibilities in the financial year 2022 *
   It is proposed to discharge the members of the Supervisory Board in office in 2022 from all liability in relation to the exercise of their duties in the financial year 2022. Discharge will only be granted to the extent the supervisory directors' performance is apparent from the annual accounts 2022 or other public disclosures prior to the adoption of the annual accounts 2022.
2. Reappointment of members of the Management Board
   Following the annual management board evaluation process, the Management Board and the Supervisory Board are satisfied that each of the members of the Management Board nominated for reappointment continues to show the necessary commitment and to be an effective member of the Management Board due to his skills, expertise and business acumen. Biographical details of all of the directors standing for reappointment can be found below. These include details of the

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skills, competencies and experience of each director, and demonstrate that each director's contribution is, and continues to be, important to the Company's long-term sustainable success. As per 19 December 2022, the Company transferred from a LSE premium listed company to a LSE standard listed company. As a consequence of said transfer, annual reappointment of Management Board members is no longer required. Going forward in the nomination cycle, the maximum four-year term under the Dutch Corporate Governance Code will be applied.

5a. Reappointment of Mr. Jitse Groen as Chief Executive Officer and member of the Management Board *

Due to the expiry of the current term of appointment of Mr. Jitse Groen, the Supervisory Board has made a binding nomination regarding the reappointment of Mr. Jitse Groen as chief executive officer and member of the Management Board for a term of four years until the end of the annual general meeting held 2027 in accordance with articles 7.2.1, 7.2.2 and 7.2.4 of the articles of association of the Company.

The personal details of Mr. Groen are as follows:

Name:Jitse Groen

Age:44

Nationality: Dutch

Jitse Groen studied Business & IT at the University of Twente. He started his career during his studies when he launched a business in web development. In 2000, Jitse founded and launched Just Eat Takeaway.com (at that time still named Thuisbezorgd.nl). Jitse is also a member of the advisory board of Suitsupply B.V.

5b. Reappointment of Mr. Brent Wissink as Chief Financial Officer and member of the Management Board *

Due to the expiry of the current term of appointment of Mr. Brent Wissink, the Supervisory Board has made a binding nomination regarding the reappointment of Mr. Brent Wissink as chief financial officer and member of the Management Board for a term of four years until the end of the annual general meeting held 2027 in accordance with articles 7.2.1, 7.2.2 and 7.2.4 of the articles of association of the Company.

The personal details of Mr. Wissink are as follows:

Name:Brent Wissink

Age:56

Nationality: Dutch

Brent Wissink joined Just Eat Takeaway.com as COO in 2011. He led the integration of Lieferando.de and Pyszne.pl, before becoming CFO of Just Eat Takeaway.com (at that time named Takeaway.com). Prior to this, he was CFO of a fast-growing technology business (NedStat) and worked in venture capital (ABN AMRO, Mees Pierson). Brent graduated in 1992 from the Erasmus University of Rotterdam in Econometrics. Brent is also a member of the supervisory board of the Faber Group B.V. since 1 December 2021.

5c. Reappointment of Mr. Jörg Gerbig as member of the Management Board *

Due to the expiry of the current term of appointment of Mr. Jörg Gerbig, the Supervisory Board has made a binding nomination regarding the reappointment of Mr. Jörg Gerbig as a member of the Management Board for a term of four years until the end of the annual general meeting held

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in 2027 in accordance with articles 7.2.1, 7.2.2 and 7.2.4 of the articles of association of the Company.

The personal details of Mr. Gerbig are as follows:

Name:Jörg Gerbig

Age:41

Nationality: German

Jörg Gerbig founded Lieferando.de in 2009 and has driven its rapid growth since then. He joined Just Eat Takeaway.com (at that time named Takeaway.com) as our COO following and as a result of the acquisition of Lieferando.de in 2014, Jörg graduated in 2005 from the European Business School Oestrich-Winkel and has experience in M&A and equity capital markets at UBS Investment Bank in London and New York. Jörg is also a member of the supervisory board of N26 since 3 November 2022.

5d. Reappointment of Mr. Andrew Kenny as member of the Management Board *

Due to the expiry of the current term of appointment of Mr. Andrew Kenny, the Supervisory Board has made a binding nomination regarding the reappointment of Mr. Andrew Kenny as a member of the Management Board for a term of four years until the end of the annual general meeting held in 2027 in accordance with articles 7.2.1, 7.2.2 and 7.2.4 of the articles of association of the Company.

The personal details of Mr. Kenny are as follows:

Name:Andrew Kenny

Age:39

Nationality: Irish

Andrew Kenny initially joined Just Eat plc in 2017 as a sales director, subsequently becoming commercial director before being appointed as managing director of the Company's UK business in May 2019. Prior to joining Just Eat plc, Andrew spent almost a decade working in London and New York for global investment bank, Jefferies. Andrew graduated from the University College Dublin and holds a Bachelor of Business & Law.

6. (Re)appointment of members of the Supervisory Board

Following the annual supervisory board evaluation process, the Supervisory Board is satisfied that each of the members of the Supervisory Board nominated for reappointment continues to show the necessary commitment and to be an effective member of the Supervisory Board due to his or her skills, expertise and business acumen.

Furthermore, in due observance of the Supervisory Board's resolution to expand the Supervisory

Board to eight members, two Supervisory Board positions were vacant. The search was aimed at finding candidates that would strengthen the Supervisory Board as a whole. The Supervisory Board is proud to have concluded its search and is satisfied to present two nominees standing for appointment to the Supervisory Board.

Biographical details of all of the Supervisory Board members standing for (re)appointment can be found below. These include details of the skills, competencies and experience of each Supervisory

Board member, and demonstrate that each Supervisory Board member's contribution is, and continues to be, important to the Company's long-term sustainable success.

As per 19 December 2022, the Company transferred from a LSE premium listed company to a LSE

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