Janteam schreef op 8 december 2023 12:54:
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10. Authorisation of the Management Board to repurchase shares *
It is proposed to authorise the Management Board, in due observance of the statutory
requirements, to repurchase shares in Just Eat Takeaway.com N.V. The Company is seeking this
authorisation because in certain circumstances, it may be advantageous for the Company to
purchase its own shares and the Management Board considers it desirable for this general
authority to be available to provide flexibility in the management of the Company’s capital
resources.
Such authorisation shall be subject to the following:
(i) The authorisation will only be valid for a period of 18 months as of 17 May 2023, ending
on 17 November 2024;
(ii) The Management Board is authorised to repurchase up to a maximum of 10% of the
Company’s issued share capital (excluding shares held in treasury), and provided that the
Company and its subsidiaries will not hold more than 10% of the issued share capital of
the Company, either through purchase on a stock exchange or otherwise;
(iii) The minimum price, excluding expenses, which the Company may pay for each share to be
repurchased shall be the nominal value of the shares (being EUR 0.04 per share);
(iv) The maximum price, excluding expenses, which the Company may pay for each share to
be repurchased shall be the higher of (i) an amount equal to 5% above the average market
value for the Company’s shares for the five business days immediately preceding the day
on which the share is contracted to be purchased; and (ii) the higher of the price of the
last independent trade and the highest current independent purchase bid at the time on
the trading venue on which the purchase is carried out;
(v) Any repurchase of shares is subject to the approval of the Supervisory Board.
If granted, this authorisation will replace the authorisation granted in the general meeting on 4
May 2022.