General meeting

Extraordinary General Meeting 2020 on the Grubhub Transaction

An Extraordinary General Meeting of Just Eat Takeaway.com N.V. (the “Company”) will be held on Wednesday 7 October 2020 at 14:00 CET at BIMHUIS Amsterdam, Piet Heinkade 3, in Amsterdam.

On 25 August 2020, the total number of issued shares in Just Eat Takeaway.com N.V. amounted to 148,726,820 shares. The number of voting rights amounted to 148,726,820. On 9 September 2020, the record date, the total number of issued shares in Just Eat Takeaway.com N.V. amounted to 148,731,512 shares. The number of voting rights amounted to 148,731,512.

The evolving situation in relation to COVID-19 and restrictions by the Dutch Government may significantly impact the ability of shareholders to attend the Extraordinary General Meeting.

Just Eat Takeaway.com Shareholders and CDI Holders are strongly encouraged to very carefully consider public health and government advice at the time of the Extraordinary General Meeting and to exercise their right to cast their votes in respect of the business of the Extraordinary General Meeting by voting via proxy or using our electronic voting facility. CDI Holders are encouraged to cast their votes by giving voting instructions through Equiniti.

The Company will endeavour to livestream the meeting, allowing Shareholders and CDI Holders to follow the business of the EGM remotely. However, participation in the livestream will not constitute formal attendance at the meeting and Shareholders and others following the livestream will not be able to vote or ask questions. If the EGM is livestreamed, further details will be announced and made available on this website in due course.

Shareholders and CDI Holders are invited to submit their questions ahead of the EGM by sending an email to joris.wilton@takeaway.com. During the EGM the Company will aim to address questions relating to items on the agenda of the EGM submitted by 30 September 2020, 17:30 CET.

It is currently expected that the Extraordinary General Meeting will be held as a physical meeting at the venue specified in the Circular, but this may be subject to change. The Company may take further precautionary measures to limit risks for its employees, shareholders and other stakeholders. Shareholders should regularly check this website for updates in relation to the Extraordinary General Meeting.

Extraordinary General Meeting documents:

  • Agenda and shareholder circular relating to the proposed combination with Grubhub Inc. and convocation of extraordinary general meeting (the “Circular”)
  • Documents for inspection as referred to in the Circular
  • EGM Power of Attorney for shareholders
  • Route description
  • Specimen Voting Instruction Form - CDI Holders in CSN
  • Specimen Voting Instruction Form - CDI Holders in Euroclear
  • Specimen Voting Instruction Form - CDI Holders in Global Nominee

 

Update regarding the Annual General Meeting 2020

The Company will livestream the annual general meeting. Shareholders, who have registered for the meeting, will receive an email from ABN AMRO Bank N.V., which includes a link and password to the livestream, by noon on Tuesday 12 May 2020 latest. Any registered Shareholder, including CDI Holder, who will not have received the link and password by that time and would like to participate in the livestream, is kindly requested to send an email to joris.wilton@takeaway.com by Wednesday 13 May 2020 latest.

 

Annual General Meeting 2020

 

An Annual General Meeting 2020 of Just Eat Takeaway.com N.V. (the “Company”) will be held on Thursday 14 May 2020 at 14:00 CET at BIMHUIS Amsterdam, Piet Heinkade 3, in Amsterdam.

On 1 April 2020, the total number of issued shares in Just Eat Takeaway.com N.V. amounted to 144,089,584 shares. The number of voting rights amounted to 144,089,584. On 16 April 2020, the record date, the total number of issued shares in Just Eat Takeaway.com N.V. amounted to 144,089,705 shares. The number of voting rights amounted to 144,089,705.

The Dutch government has taken various measures to minimise or delay the spread of the coronavirus. At the date of this convocation, such measures restrict public gatherings. As a consequence, the Company expects that a limited number of management board and supervisory board members will attend the annual general meeting. Shareholders and other attendees are assumed not to attend the Annual General Meeting in person. Shareholders are encouraged to cast their votes by proxy or use our electronic voting facility in accordance with the instructions set out in this convocation.

The Company will endeavour to livestream the meeting, allowing Shareholders and CDI Holders to follow the business of the AGM remotely. However, participation in the livestream will not constitute formal attendance at the meeting and Shareholders and others following the livestream will not be able to vote or ask questions. If the AGM is livestreamed, further details will be announced and made available on this website in due course.

Shareholders and CDI Holders are invited to submit their questions ahead of the AGM by sending an email to joris.wilton@takeaway.com. The Company and the auditor will aim to address questions relating to items on the agenda of the AGM submitted by 7 May 2020, 17:30 CET during the AGM.

In view of the COVID-19 outbreak and the safety measures that may be imposed, the Company may take further precautionary measures to limit risks for our employees, shareholders and other stakeholders. Developments will be closely monitored and updates will be published on this website.

Annual General Meeting documents:

  • AGM 2020 Agenda & explanatory notes
  • Convocation AGM 2020 including information on attending and voting
  • Annual report 2019
  • Power of attorney form for shareholders
  • Proposed remuneration policy of the Management Board
  • Proposed remuneration policy of the Supervisory Board
  • Just Eat Takeaway.com AGM 2020 voting results

After the record date, voting instructions have been sent to CDI-Holders. The relevant specimen voting instruction can be found in the below list.  

Extraordinary General Meeting 2020 Just Eat Takeaway.com Transaction

On 28 November 2019, Takeaway.com N.V., in connection with the proposed combination of the Takeaway.com and Just Eat plc, four extraordinary general meetings of Takeaway.com N.V. (the "EGMs'' and each an "EGM") were convened. The EGMs were scheduled for each of the following dates: (i) Thursday, 9 January 2020, (ii) Wednesday, 15 January 2020, (iii) Saturday, 18 January 2020 and (iv) Tuesday, 21 January 2020.

On (i) 28 November 2019, date the EGMs were convened, (ii) 12 December 2019, the record date for the EGM scheduled for Thursday 9 January 2020, and (iii) 18 December 2019, the record date for the EGM scheduled for Wednesday 15 January 2020, the total number of issued shares in Takeaway.com N.V. amounted to 61,203,979 ordinary shares. The number of voting rights amounted to 61,203,979. 

On 19 December 2019, Takeaway.com announced that it has revised its offer for Just Eat plc. (the "Revised Offer"). In connection to the Revised Offer, Takeaway.com has confirmed that the EGM in connection to the proposed combination will take place on Thursday 9 January 2020  at 14h00 (CET). The meeting location for the EGM will be at EYE Film Museum, IJpromenade 1, in Amsterdam. 

The EGMs convened for (i) Wednesday, 15 January 2020, (ii) Saturday, 18 January 2020 and (iii) Tuesday, 21 January 2020 have been cancelled. 

Shareholders of Takeaway.com N.V. wishing to vote at or attend the EGM to be held at 9 January 2020 should ensure that they issue their voting instructions or power of attorney and/or register for that EGM.

 

 

28-11-2019 Agenda and Shareholder Circular
28-11-2019 Convocation EGMs (separate convocation for each EGM)
28-11-2019 Triptych including the proposed amendment of the articles of association of Takeaway.com N.V. (NL)
28-11-2019 Triptych including the proposed amendment of the articles of association of Takeaway.com N.V. (ENG)
28-11-2019 Deed of amendment of the articles of association of Takeaway.comN.V. (NL)
28-11-2019 Deed of amendment of the articles of association of Takeaway.com N.V. (ENG)
28-11-2019 Remuneration summary Proposed remuneration Paul Harrison
20-12-2019 Power of attorney form EGM
28-11-2019 Route description to Eye Film Museum

Extraordinary General Meeting 2019 Just Eat Takeaway.com Transaction (Cancelled)

 

An Extraordinary General Meeting 2019 of Takeaway.com N.V. was convened to be held at EYE Amsterdam, IJpromenade 1, in Amsterdam on Wednesday 4 December 2019 at 14h00 (CET). 
On 28 November 2019, this Extraordinary General Meeting was cancelled. We refer to the our press release of 28 November 2019 for further details. On 6 November 2019, the record date, the total number of issued shares in Takeaway.com N.V. amounted to 61,199,838 ordinary shares. The number of voting rights amounted to 61,199,838.

 

 

 

Extraordinary General Meeting 2019

 The Extraordinary General Meeting of Takeaway.com N.V. was held on Tuesday 5 March 2019 at 14:00 CET at EYE Amsterdam, IJpromenade 1, in Amsterdam, the Netherlands.

On 22 January 2019, the total number of issued shares in Takeaway.com N.V. amounted to 51,646,266 ordinary shares. The number of voting rights amounted to 51,646,266.

 Extraordinary General Meeting documents:

 

Extraordinary General Meeting 2018

 The Extraordinary General Meeting 2018 of Takeaway.com N.V. has been held at the Novotel Amsterdam City, Europaboulevard 10, in Amsterdam on Tuesday 18 September 2018 at 17:00 (CET).

On 22 August 2018 the total number of issued shares in Takeaway.com N.V. amounted to 43,213,216 ordinary shares. The number of voting rights amounted to 43,213,216. 

Annual General Meeting 2018

 The Annual General Meeting 2018 of Takeaway.com N.V. was held at EYE Amsterdam, IJpromenade 1, in Amsterdam on Thursday 17 May 2018 at 14:00 (CET).

On 27 March 2018 the total number of issued shares in Takeaway.com N.V. amounted to 43,183,176 ordinary shares. The number of voting rights amounted to 43,183,176.

Annual General Meeting 2017

The Annual General Meeting 2017 of Takeaway.com N.V. was held at EYE Amsterdam, IJpromenade 1, in Amsterdam on Thursday, 18 May 2017 at 2 pm (CET).

On 31 March 2017 the total number of issued shares in Takeaway.com N.V. amounted to 43,183,176 ordinary shares. The number of voting rights amounted to 43,183,176.