Just Eat Takeaway.com NV said on Wednesday two of its most senior leaders were to step down, just hours before Europe's largest online meal delivery company was due to face off with unhappy shareholders at its annual meeting.

Supervisory Chairman Adriaan Nuehn, whose position had been under pressure, will not seek reappointment, the company said.

Separately, it said longtime Chief Operating Officer Joerg Gerbig was under investigation for "possible personal misconduct at a company event", and would be leaving the management board "at least" until it is concluded.

Items approving both men's reappointment were withdrawn from the agenda of the meeting, set for 1200 GMT in Amsterdam.

"It is clear that shareholders have concerns about the challenges the company is facing," Nuehn said in a statement. "Not seeking re-election is, I believe, the best decision I can take with regard to serving the interests of the company and its stakeholders, including its shareholders."

The company's vice chair Corinne Vigreux, a co-founder of Dutch electronics group TomTom, will assume the duties of chairwoman while it seeks a formal replacement.

In a second announcement, the company said its supervisory board had recently been informed of a formal complaint regarding Joerg Gerbig "relating to possible personal misconduct at a company event".

"The company has initiated an investigation into the allegations... and will engage an external expert to conduct (it)." It added: "No conclusions have been drawn."

Gerbig, who had not been subject to the shareholder criticism levelled recently at some other executives, was said to be cooperating with the investigation. He could not immediately be reached for comment.

Executive behaviour and treatment of employees have been under scrutiny over the past few years, prompting a string of high-profile boardroom departures.

The company said Gerbig's term would end at the closing of Wednesday's AGM, adding that it was possible he could be put up for re-election if allegations against him proved unfounded.

SHAREHOLDER PRESSURE

Takeaway, once a stock market darling, saw orders fall in the first quarter as the boom in online food ordering faded along with the COVID-19 pandemic in many of its key markets.

In addition, the company's boards and Chief Executive Jitse Groen have been criticised for the ill-timed purchase of Grubhub, the U.S. business Takeaway bought for $7.3 billion in June 2021.

At a first-quarter trading update last month, Groen conceded he would have to sell or set up a partnership with the company, which faces competition from the likes of Doordash and Uber Eats.

In addition, Grubhub's profitability and valuation have been damaged by fee caps on the commissions it is allowed to charge restaurants in key markets such as New York.

Takeaway's shares, down 45% in the year to date, fell 2% to 25.93 euros ($27.25) in early trading.

Cat Rock, the company's second-largest shareholder after founder Groen with a 6.88% stake, published an open letter on April 25 urging shareholders to vote against the reappointment of Chief Financial Officer Brent Wissink and the company's supervisory board. [L2N2WN090]

That call received some support from other investors, including hedge fund Lucerne Capital Management.

While shareholder advisory body Glass Lewis did not oppose Wissink's reappointment, it did advise against the re-appointment of Nuehn, making his position uncertain.

Shareholder rights organization VEB said it was also critical and would be voting against the reappointment of the Dutch supervisory board members including Nuehn.

Organization spokesman Eric van den Hudding said Takeaway needs independent members capable of challenging management board decisions.

($1 = 0.9516 euros)