In general, Just Eat Takeaway.com is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 3 approval is sought of the Company's executive remuneration policy. Although ECGS acknowledges the increased size of Just Eat Takeaway.com, it does NOT approve of the maximum variable remuneration, corresponding to 350% of annual base salary (150% ST and 200% LT). Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 4 approval is sought for the compensation of the supervisory board. ECGS notes that it is proposed to increase the non-executive fees by around 50%. As a matter of principle, ECGS does not approve of increases of such magnitude without an adequate justification. Although ECGS acknowledges the increased size of Just Eat Takeaway.com it does NOT agree with the proposed motivation and furthermore notes that the proposed fees are at the upper level of Dutch market practice for a company with the size and complexity of Just Eat Takeaway.com. In view of the above, ECGS recommends to vote OPPOSE.

Under ITEMS 8 and 9b the supervisory board seeks authority to be the designated body entitled to restrict and/or exclude pre-emptive rights upon issuing ordinary shares in connection with mergers, acquisitions and/or (strategic) alliances. In aggregate, the authorisations requested under are limited to 20% of the Company's share capital and thereby exceed ECGS'guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Finally, under ITEM 10, authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.