LUCERNE CAPITAL MANAGEMENT DISCLOSES VOTE FOR THE MAY 4TH JUST EAT TAKEAWAY.COM ANNUAL GENERAL MEETING

Lucerne intends to vote AGAINST the reelection of Brent Wissink to Management Board, AGAINST the reelection of entire six member supervisory board, AGAINST granting board authority to issue shares and AGAINST the approval of remuneration report

GREENWICH, Conn. and AMSTERDAM, April 14, 2022 /PRNewswire/ -- Lucerne Capital Management, L.P. (Lucerne), a long-term shareholder of Just Eat Takeaway.com (the "Company"), disclosed how it intends to vote at the Company's Annual General Meeting (AGM), which will be held on May 4, 2022.

"Our votes today are intended to send a clear message to the board expressing our disappointment in Just Eat Takeaway.com's financial performance," said Pieter Taselaar, Founding Partner and Portfolio Manager of Lucerne. "There is a clear need for significant change to propel the company to reach its full potential."

Lucerne's full intentions on how it will vote at the AGM are as follows: 

Proposal 1 - Open Meeting

• Vote: None

Proposal 2a - Receive Report of Management Board (Non-Voting)

• Vote: None

Proposal 2b - Approve Remuneration Report

• Lucerne intends to vote against.
• Rationale: Lucerne believes a vote "against" is appropriate, as the 2021 remuneration itself is not in line with the overall performance of the Management Board and the Supervisory Board.

Proposal 2c - Adopt Financial Statements and Statutory Reports

• Lucerne intends to vote for.
• Rationale: a vote "for" given the current absence of a reason to doubt the Company's audit procedures or its auditors.

Proposal 3 - Amend Remuneration Policy for Management Board

• Lucerne intends to abstain from voting.

Proposal 4a - Approve Discharge of Management Board

• Lucerne intends to vote against.
• Rationale: Lucerne inter alia believes that Management Board's communication with shareholders on various important issues has been poor.

Proposal 4b - Approve Discharge of Supervisory Board

• Lucerne intends to vote against.
• Rationale: Lucerne believes that the Supervisory Board is inter alia co-responsible for poor communication by the Management Board.

Proposal 5a - Reelect Jitse Groen to Management Board

• Lucerne intends to abstain from voting.

Proposal 5b - Reelect Brent Wissink to Management Board

• Lucerne intends to vote against.
• Rationale: Lucerne believes that Mr. Wissink is co-responsible for inter alia poor communication with shareholders.

Proposal 5c - Reelect Jorg Gerbig to Management Board

• Lucerne intents to vote for.

Proposal 6a up to and including 6f- Reelection of the members of the Supervisory Board

• Lucerne intends to vote against.
• Rationale: Lucerne believes that is in the Company's best interest that the current Supervisory Board should be replaced, due to said communication issues.

Proposal 7 - Grant Board Authority to Issue Shares

• Lucerne intends to vote against.
• Rationale: current share price is not attractive.

Proposal 8 - Authorize Board to Exclude Preemptive Rights from Share Issuances

• Lucerne intends to vote against.
• Rationale: potential dilution in relation to the current none-attractive share price.

Proposal 9 - Authorize Repurchase of Up to 10 Percent of Issued Share Capital

• Lucerne intends to vote for.

Proposal 10 - Other Business (Non-Voting)

• Vote: None

Proposal 11 - Close Meeting

• Vote: None

Lucerne Capital Management, founded in 2000 and co-managed by Pieter Taselaar and Thijs Hovers, is an investment firm specializing in bottom-up stock selection with a focus on European markets.

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